• These General Terms and Conditions apply to any assignment or legal relationship between the public limited liability company BANNING N.V. ("BANNING") and the Client.
• Only BANNING will be deemed the contracting agent vis-à-vis the Client, even if it is the express or implied intention that an assignment be performed by a specific person. The applicability of Article 7:404 of the Dutch Civil Code, which provides a regulation for the latter case, and the applicability of Article 7:407(2) of the Dutch Civil Code, which establishes joint and several liability for cases in which an assignment is given to two or more persons, is excluded. Any liability of (legal) persons affiliated with BANNING is excluded.
• Third parties cannot derive any rights from the work performed in connection with the performance of an assignment and the results thereof. The Client indemnifies BANNING against all claims of third parties that are in any way connected with or result from the Client's assignment and/or the work performed for the Client.
• Pursuant to, inter alia, the Prevention of Money Laundering and Financing of Terrorism Act (WWFT), BANNING is obliged to verify the identity of the Client and to report certain unusual transactions to the authorities. The Client is aware of this obligation and, to the extent necessary, consents to this.
• In performing an assignment, BANNING may also involve one or more persons who are not directly or indirectly associated with BANNING. If the performance of an assignment involves the engagement of one or more persons who are not connected with BANNING to perform work in connection with the assignment, BANNING will not be liable for any errors or shortcomings of such person or persons. BANNING excludes any liability resulting from or in any way connected with insolvency of any bank, any other financial institution or any other third party.
• The Client will provide security for the fulfillment of the Client's obligations to BANNING at BANNING's first request and to BANNING's satisfaction.
• If, in the performance of an assignment of the Client, an event (including an omission) unexpectedly occurs that leads to liability, such liability will be limited to the amount paid out in the case in question under the professional liability insurance taken out by BANNING, including the excess borne by BANNING in connection with such insurance (such professional liability insurance is taken out through AON in Amsterdam). If and insofar as the professional liability insurance does not pay out for loss as a result of such liability, any liability of BANNING will be limited to an amount of € 15,000 or, if the total fee charged by BANNING in the relevant case is higher, to that amount up to a maximum of € 225,000.
• Persons engaged in connection with the performance of a Client's assignment may wish to limit their liability in connection therewith. BANNING assumes, and if necessary hereby stipulates, that all instructions given to it by the Client include the authority to accept such a limitation of liability also on behalf of that Client.
• All (extra)contractual rights of action against BANNING in connection with the performance of the work performed or instructed by BANNING (including claims for compensation for damages) will lapse one year after the date on which the Client became aware or could reasonably have become aware of the existence of such rights of action or the damages and BANNING's possible liability in respect thereof. In all cases, these rights of action will lapse two years after the work has been performed by or on behalf of BANNING.
• These General Conditions may also be invoked by those natural persons and legal entities that are directly or indirectly involved in the services provided by or on behalf of BANNING in any manner whatsoever.
• The applicability of general terms and conditions to which the Client refers is expressly excluded.
• These General Terms and Conditions also apply to any additional or follow-up assignments.
• The legal relationship between the Client and BANNING is governed by Dutch law. Disputes will be settled exclusively by the competent court in 's-Hertogenbosch.
• These General Conditions have been drawn up in Dutch and English. In the event of any discrepancy between the English and Dutch texts, the Dutch text will be binding.

BANNING N.V. has its registered office in 's-Hertogenbosch and is registered in the Commercial Register under number 17190777.

These General Terms and Conditions were filed with the Registry of the District Court of Oost-Brabant on March 6, 2020 under number 8/2020.