General terms and conditions

ORANGE INVESTMENT MANAGERS NETHERLANDS B.V.

1. General

1.1 Orange Investment Managers Netherlands B.V. (also trading by Orange Investment Managers) is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, whose object is to provide real estate investment management and advisory services.
1.2 The provisions in these general terms and conditions are made for the benefit of Orange Investment Managers Netherlands B.V., its affiliates and all other persons working for Orange Investment Managers Netherlands B.V., all persons engaged by Orange Investment Managers Netherlands B.V. or its affiliates, in relation to the carrying out of any instruction and all persons for whose acts or omissions Orange Investment Managers Netherlands B.V. or its affiliates might be held liable.
1.3 These general terms and conditions are governed by the laws of the Netherlands. All words, terms and expressions used in these general terms and conditions shall be construed and interpreted in accordance with the laws of the Netherlands.

2. Carrying out instructions

2.1 All instructions are accepted and carried out by Orange Investment Managers Netherlands B.V. or its affiliates only, pursuant to a contract for professional services (overeenkomst van opdracht), hereinafter: the “Contract”. This applies even if it is the client’s express or implied intention that an instruction be carried out by a specific person. The applicability of Article 7:404 of the Netherlands Civil Code, which relates to the situation referred to in the preceding sentence, and of Article 7:407(2) of the Netherlands Civil Code, which imposes joint and several liabilities where an instruction is given to two or more persons, is hereby expressly excluded.
2.2 In acting upon an instruction, Orange Investment Managers Netherlands B.V. or its affiliates may call upon the assistance, under its responsibility, of the employees of Orange Investment Managers Netherlands B.V. or its affiliates and, where appropriate, may engage the services of third parties. Orange Investment Managers Netherlands B.V. or its affiliates shall exercise due care in carrying out an instruction, performing all activities, and selecting and engaging the services of third parties.

3. Intellectual property

Any model, format and/or template designed by Orange Investment Managers Netherlands B.V. or its affiliates are protected by copyright. Orange Investment Managers Netherlands B.V. or its affiliates has the exclusive right to communicate its models, formats and templates to the public and to reproduce it. The client and its employees, including (without limitation) third parties engaged by the client for whatever purpose, shall not use, disclose or reproduces any models, formats and templates of Orange Investment Managers Netherlands B.V. or its affiliates without specific permission of Orange Investment Managers Netherlands B.V. or its affiliates.

4. Confidential information

4.1 The client shall ensure that confidential information of Orange Investment Managers Netherlands B.V. or its affiliates shall be treated on a strict “need to know” basis and that its employees shall observe the confidential nature of such information. For the purpose of this clause confidential information shall refer to any technical, financial, commercial, legal or other information relating to the business of Orange Investment Managers Netherlands B.V. or its affiliates or any member of its group/or any affiliate of Orange Investment Managers Netherlands B.V. or its affiliates which has come or will come to the knowledge of the client within the framework of the provision of services under the Contract. The client also imposes this obligation on their employees as well as on third parties engaged by the client.
4.2 Article 4.1 shall remain in effect indefinitely and shall survive any termination (opzegging), rescission (ontbinding) or annulment (vernietiging) of the Contract whatsoever.

5. Indemnification

The client shall indemnify Orange Investment Managers Netherlands B.V. or its affiliates for any claims regarding costs, liability and/or voluntarily payments brought by third parties, howsoever called and under any title. In order to claim for such indemnity, Orange Investment Managers Netherlands B.V. will be obliged to demonstrate that it has always included a disclaimer when providing (financial) information of the client to such third party making the claim.

6. Liability

6.1 Any liability shall be limited to the amount, which is paid out under the relevant contract of insurance in the matter concerned, plus the amount of the excess, which under this contract of insurance in the matter concerned is borne by Orange Investment Managers Netherlands B.V. or its affiliates. lf payment under the aforesaid insurance for whatever reason will not take place, any liability shall be limited to an amount equal to two times the fee, which has been charged in the matter concerned in the twelve months before the liability causing event, with a maximum of € 100.000, except in the event of intent or deliberate recklessness of managing directors or managing employees.
6.2 Without prejudice to the provision of article 6:89 of the Dutch Civil Code (“Burgerlijk Wetboek”) any claim for damages will be considered abandoned if this claim has not been brought before the competent court within one year after the facts on which the claim is based are known or could have reasonably been known.

7. Applicable law / jurisdiction

7.1 The legal relationships to which these general conditions apply shall be governed by and construed in accordance with the laws of the Netherlands. Disputes shall be submitted to the Court of First Instance in Amsterdam. Notwithstanding the above, Orange Investment Managers Netherlands B.V. or its affiliates shall have the right to institute proceedings in any competent court in the client’s jurisdiction.
7.2 If an order for costs has been given to the client under a court ruling, in each instance of the court proceedings the client owes Orange Investment Managers Netherlands B.V. or its affiliates lawyers’ fees, court fees and out-of- pocket expensed regarding the proceedings.