General Conditions

Introduction
Both the Client and NorthStar REIM B.V. are, prior to the conclusion of the Agreement as well as during the Agreement, expected to act professionally such that the considerations by the Client to select and continue to work with NorthStar REIM B.V. are solely based on sound business principles with the absence of any considerations that represent personal benefit.

Article 1. Definitions
The following expressions used in the these General Condions have the meaning stated below:

• Client
  NortStar REIM’s counterparty
• NorthStar
  NorthStar REIM B.V., the user of these General Conditions
• Agreement
  Written agreement to which NorthStar and Client are a party, assigning NorthStar a mandate to Provide Services against a Price, these General Conditions forming an integral part of such Agreement
• Service/Services
  the carrying out of tasks by NorthStar pursuant to the Agreement
• Price/Prices
  The fee/fees quoted by NorthStar to the Client in consideration for its Service(s)
• Party/Parties
  The Client and NorthStar, jointly and each individually
• Third party
  A subcontractor or agent, or any other party, appointed by NorthStar or the Client in the carrying out of the Agreement.

Article 2. Applicability
a. These general terms and conditions apply to all communications, activities and services performed or to be performed by or on behalf of NorthStar. Once the general terms and conditions are applicable between the Client and NorthStar, they will also apply, without any further declaration of applicability, to new or other work performed by or on behalf of NorthStar for the same Client.
b. These General Conditions apply also to all offers and Agreements in relation to Services, general conditions used by the Client are expressly rejected.
c. All activities of NorthStar and all assignments, with the exception of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code, are exclusively accepted and performed by NorthStar and not by the directors or underlying companies or person of NorthStar nor by other employees associated with NorthStar in person . Furthermore, this excludes the joint and several liability of the employees or directors of NorthStar.
d. In case of conflict between an item specifically agreed between the Parties and these General Conditions, the first prevails.

Article 3. Validity of the offer, conclusion of Agreement
a. The Agreement is concluded by means of a written instrument bearing the Parties’ signature, or in case the Client accepts in writing a written proposal submitted by NorthStar.
b. In case NorthStar has made no written offer or an offer that is only oral, an Agreement is deemed concluded only if NorthStar has accepted in writing a request for an offer within fourteen (14) days after it has been submitted by the Client.

Article 4. Variation
a. The Client may at all times, after prior written approval of NorthStar, change the scope of Service(s); changes are documented in writing.
b. If in NorthStar‘s reasonable opinion a change requested by the Client affects the Price or the date of delivery of Services, NorthStar shall advise the Client, prior to continuing its services under the changed scope, discuss in good faith and agree on a new Price or date of delivery.
c. NorthStar is at all times authorized to unilaterally change the content of the general terms and conditions.

Article 5. Assignment
a. NorthStar may assign any of its obligations under the Agreement to a Third Party or any other party, if NorthStar deems this desirable for the performance of its duties or the Agreement. .

Article 6. Price and price adjustment
a. Prices are in euro, subject to VAT and includes all NorthStar’s expenses incurred in carrying out its Services unless expressly agreed otherwise between the Parties in writing.
b. Prices are fixed during the entire duration of the Agreement, no index correction mechanism applies, unless expressly agreed otherwise between the Parties in writing.

Article 7. Invoicing and payment
a. NorthStar shall invoice for its Services monthly, unless expressly agreed otherwise between the Parties in writing, by means of a specified invoice issued in the name of the Client and meeting the relevant VAT requirements.
b. Payment is due within eight (8) Dutch working days following the date of the invoice.

Article 8. Default
a. In case the Client finds NorthStar in default (“toerekenbare tekortkoming”) as provided for in the Dutch Civil Code, the Client may give written notice to NorthStar to that extent and will grant NorthStar a thirty (30) working days’ grace period to cure its alleged default. If in the reasonable opinion of the Client the default has not been cured, the Client may issue a notice of default in writing (“in verzuim stelling”). Parties will behave reasonably and carefully towards each other.
b. In case of NorthStar’s inability to provide its Services meeting the standard as agreed, caused by a circumstance other than default (“niet-toerekenbare tekortkoming”) the obligations by both Parties are suspended by a maximum of two (2) weeks. Within such two (2) weeks NorthStar and Client will enter into consultation about possibilities with regard to the continuation of the cooperation.

Article 9. Liability
a. NorthStar accepts no liability for damages caused whilst carrying out its tasks under the Agreement, except in case such damages are caused by NorthStar’s wilful intent or gross negligence;
b. Any liability of NorthStar (or in all cases of its partners, directors or personnel) is limited to the amount that is paid out in the relevant case under the company liability insurance in accordance with this policy, except in the event of intent or gross negligence on the part of NorthStar. If, for whatever reason, no payment is made under the said insurance, any liability is limited to the amount that NorthStar has charged the Client for fees in the relevant case in the relevant year, subject to a maximum of EUR 75,000. -. If no payment is made in the relevant case under the professional liability insurance policy(ies) taken out by NorthStar, NorthStar’s liability, regardless of its basis/ground and the fee or the Price, is limited to an amount of one seventy five thousand euros (EUR 75,000).
c. Any claim against NorthStar and/or against the (legal) persons referred to in these general terms and conditions will in any case lapse 12 months after the injured party was or should have been aware of the damage-causing event.
d. NorthStar is only liable for shortcomings of auxiliary persons and third parties if and insofar as the resulting damage can be recovered from the auxiliary persons or third parties. NorthStar is authorized to accept any limitations of liability of auxiliary persons and third parties on behalf of the Client.
e. NorthStar excludes any liability based on an unlawful act. The Client indemnifies the individual directors and employees of NorthStar against all claims that the Client may have on the basis of an unlawful act in connection with the work and services performed.
f. The assignment given will be carried out exclusively for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed and the results thereof.
g. The Client indemnifies NorthStar against all third-party claims, including costs to be incurred by NorthStar in connection therewith, which are in any way related to the work performed for the Client, except in the event of intent or gross negligence on the part of NorthStar.

Article 10. Confidentiality, non-disclosure
a. NorthStar shall keep all information obtained from the Client whilst carrying out its Services confidential, and will not disclose any information to anyone outside the domain of its company, except in case such disclosure is expected in the carrying out of its Services, or if any public instance enforces it to do so. The same standard applies to Third Parties commissioned by NorthStar.
b. Unless the Client has expressly approved otherwise in writing, NorthStar shall not advertise, or make public in any other way, that it has been commissioned by the Client.

Article 11. Conflicts
a. Conflicts between the Parties shall as much as possible be resolved in constructive dialogue, if such dialogue fails Parties will consider in consultation whether mediation can offer a solution..
b. If Parties fail to resolve the conflict, it shall be submitted to the Court of Amsterdam.

Article 12. Applicable law
These general terms and conditions have also been stipulated for the benefit of: the directors and shareholders of NorthStar, including any (former) directors and (indirect) shareholders, advisers and all those who, whether or not pursuant to an employment contract, are or were working for them or for NorthStar and their heirs.

The legal relationship between NorthStar and the Client (all activities of NorthStar and the Agreement, of which all these General Conditions form an integral part), as well as those who use its services, is subject to Dutch law. Disputes will be settled exclusively by the competent court in Amsterdam, the Netherlands. This expressly excludes the applicability of the laws of any other jurisdiction.