GENEL ŞARTNAME

1.Definitions

Sepers law firm is a sole proprietorship, registered with the Chamber of Commerce in Rotterdam, registration number 24447199.

In these General Terms and Conditions, the following terms shall have the following meaning:

The Practice: the lawyers associated with the practice by virtue of an employment contract or otherwise, both jointly and individually;

Client:
the party with whom the Practice has concluded a contract, who is also the debtor for the activities to be executed;

Fee:
the financial remuneration (on a time-proportionate basis or otherwise) - exclusive of disbursements as defined below – which the Practice incurs in the discharge of the assignment. The amount of the fee is determined in mutual consultation with the client;

Office costs:
the costs of office facilities are set at a rate of 7% of the fee without further specification;

Disbursements:
the costs incurred by the Practice in the discharge of the assignment on behalf of the client. Disbursements are among others court registration fees, costs of bailiffs and solicitors, costs of extracts, translation, registration fees and travel expenses. Travel expenses are without specification set at a minimum of € 0.40 per kilometre.

2.Applicability

These General Terms and Conditions shall be applicable to all assignments, unless the parties have agreed otherwise, in writing, prior to the establishment of an assignment.

3.Assignment

b.Every assignment to the Practice shall be deemed to have been issued to the Practice, which means that the client agrees that the Practice arranges for the assignment to be carried out under its responsibility by the Practice or when necessary by third parties on instructions of the Practice.

c.If two or more persons have together issued an assignment, they are each severally bound by the obligations which result from the assignment contracted to the Practice. Third parties cannot derive any rights from the contents of the work performed and in a more general sense, from the way in which the assignments were executed or not.

4.Invoice

a.With respect to the execution of an assignment the Client shall owe a fee, increased with disbursements and VAT, unless it has been agreed differently in writing.

b.In the event that the execution of the assignment extends over a period longer than one month, an interim invoice shall be issued for activities carried out.

c. The Practice shall always be entitled (also in the interim) to demand payment of an advance by the Client. An advance received will be deducted from the final account of the assignment.

5.Payment

a.The invoices issued by the Practice shall be paid within 14 days of the date in invoice. If the term of payment is exceeded, the Client shall be deemed in default and shall owe a default interest equal to the current statutory interest rate as meant in article 6:119a BW (Burgerlijk Wetboek, the Dutch Civil Code) in relation to article 6:120 paragraph 2 BW, unless the Client is a consumer, that is to say a natural person, who is not active in a profession or as a company, in which case the Client will owe the current statutory interest as meant in article 6:119 BW in relation to article 6:120 paragraph 1 BW.

Only payment by remittance of an amount to a bank or giro account in the name of the Practice, as well as payment in cash against a proper receipt, will lead to discharge of the Client’s debt.

Except for immediate written objection by the Client, the law firm and its Stichting Derdengelden (Trust Account Foundation) are entitled to deduct money owed to the law firm by the Client from moneys received from or for the Client, or to use this money for payments.

b.In the event of (extra) judicial recovery the Client will owe the actual costs of the recovery made by the law firm, on top of the main sum and the interest for late payment. The extra judicial recovery costs shall be at least 10 % of the main sum. The judicial costs are not limited to the legal costs to be paid, but will be completely for the account of the Client if he/she is found to be at fault or mainly at fault.

c.In response to a request from the law firm, which can be made before as well as during the execution of the assignment, the Client shall pay an advance (to be deducted from the final invoice) or offer collateral for his/her obligation for payment.

d. In the event the Client does not fulfil his/her financial obligations, the law firm can refuse to commence its activities or postpone or suspend these.

6.Rates

The lawyers’ rates shall vary in accordance with their experience and specialist knowledge.

7.Liability

a.The liability of the Practice for damages arising from or relating to the execution of an assignment shall always be limited to the amount that can be claimed under the liability insurance in the case concerned, increased by the amount of the excess in accordance with the policy concerned. Further information about the contents of the policy conditions is supplied if required.

b.In case, for whatever reason, payment under the afore-mentioned insurance does not take place, any liability shall be limited to the amount of the fee charged by the law firm in connection with the assignment in question, to a maximum amount of €25,000 (twenty-five thousand Euros).

c.Where possible, the choice of any third parties to be engaged by the law firm shall be done in mutual consultation with the principal and with the observance of due care. The law firm shall not be liable for any shortcomings of these third parties, including the faulty performance of any equipment, software, data files, registers or other matters that are used for the execution of the assignment.

8.Tax aspects

The practice shall never advise on financial, fiscal and insurance matters, on social insurance matters or on other not purely legal matters or on parts of such matters; in the event such matters arise the Client should consult another adviser.

9.Closure of file

Upon the closure of the Client’s file the Practice shall archive all relevant documents for a period of seven years. Once this period has expired the Practice shall be entitled to destroy the Client’s file.

10.Period of limitation

All claims on and other entitlements towards the Practice, in whatever capacity, shall terminate if these have not been served on the Practice, in writing and suitably motivated, within a year from the moment at which the facts, on which he/she bases his claims and entitlements, were known to, or could reasonably have been known to, the person concerned.

11.Competent court and choice of law

The legal relationship between the Practice and its Client shall be governed by Dutch law. Only the Dutch courts shall have jurisdiction over any dispute between the Practice and its Client.

12.Language

These General Terms and Conditions have been drawn up in the Dutch, English and Turkish languages. In the event of disputes about the content or purport of these Terms and Conditions, only the Dutch text shall be binding.

13. Identification

The law firm has to comply with the law on identification for providers of services (WID) and with the law on Money Laundering (MOT). The duty of identification applies among others to services rendered by lawyers, tax advisers, solicitors and accountants.
1.The WID (Law on Identification) states that identification of our clients has to take place prior to the start of an assignment:

For artificial persons: with an original extract from the register of the Chamber of Commerce and a copy of a valid means of identification of the representative of that artificial person;
For natural persons: with a copy of a valid means if identification (passport / driver’s licence / identity card).

You will be asked to provide the above mentioned information when our activities begin.

2.The MOT (Law on Money Laundering) obliges us to report situations which are unusual, - which means facts, which could point to money laundering.

The above mentioned obligations are applicable if advice is given in the following fields:
tax law;
buying and selling real estate;
the administration of moneys;
establishing or administering companies;
buying and selling companies.

If desired the complete texts of these laws can be obtained from the Practice.

Brielle, 11 August 2010