Hotel advisory services - Transaction services - Financing - (Re)development

GENERAL TERMS AND CONDITIONS of CHN⁺ Partners B.V.

Article 1: CHNP

1.1 CHN⁺ Partners B.V. (“CHNP”) is a private limited company established under Dutch law.

1.2 The clauses in these general terms and conditions have been included not only for the benefit of CHNP, but also for the benefit of all the “Partners” and all other persons working for CHNP and all persons engaged by CHNP in the execution of any instructions and all persons for whose acts or omissions CHNP could be liable.

Article 2: THE AGREEMENT

2.1 A contract for professional services shall be formed with CHNP as such. This applies even if the client's explicit or tacit intention was that the instructions be carried out by a specific person. The effect of Article 7:404 of the Dutch Civil Code, which contains rules for the latter case, and the effect of Article 7:407(2) of the Dutch Civil Code, which establishes several liability in cases in which instructions are given to two or more persons, are excluded.

2.2 CHNP is free to arrange for instructions to be carried out under its responsibility by the “Partners” (as referred to above) and members of staff of CHNP to be nominated by it, with the engagement of third parties as the occasion arises.

Article 3: LIABILITY

3.1 If the carrying out of instructions by CHNP leads to liability, this liability shall in each case be limited to the amount paid out in the case concerned under the relevant liability insurance of CHNP, plus the deductible that is for CHNP's account under the relevant insurance agreement in the case concerned.

3.2 The instructions that have been given shall be carried out exclusively for the client. Third parties cannot derive any rights from the content of the work carried out.

Article 4: CLIENT'S OBLIGATIONS

4.1 If the client allows a third party to take cognizance of the content of the work carried out by CHNP for the benefit of the client, the client shall bring these General Terms and Conditions to the attention of the third party and ensure that they are also accepted by this third party.

4.2 The client indemnifies and holds harmless CHNP and its auxiliary persons against claims by third parties who claim that they have suffered damage as a result of or in connection with the work carried out by CHNP on behalf of the client or against claims by third parties who claim that they have suffered damage as a result of a disclosure mistakenly made by CHNP or its “Partners” or one of its employees, except in cases of intent or wilful recklessness on the part of CHNP.

4.3 Payment of CHNP's invoices shall take place within 14 days of the invoice date, without suspension or set off. All judicial or extrajudicial costs connected with the collection of outstanding amounts - with a minimum of 15% over and above the amount to be collected - shall be for the client's account. Judicial costs are not limited to the nominal costs of the procedure awarded by the court, but shall be for the account of the client in full if it is judged to be in the wrong (to a preponderant degree).

Article 5: ENGAGEMENT OF THIRD PARTIES

5.1 Wherever possible and within reason, CHNP will make its choice of third parties to be engaged in a case in consultation with the client and under observance of due care and attention.

CHNP cannot be held liable for defaults on the part of such a third party, except in the case of wilful intent or gross negligence on the part of CHNP.

5.2 To the extent that such third parties wish to limit their liability in connection with the carrying out of instructions from the client, CHNP shall assume and, if necessary, hereby confirms that all instructions issued to it by the client contain the authority to accept such a limitation of liability on behalf of the client.

Article 6: FEES

6.1 CHNP is entitled to amend its basic hourly fee and costs charged by it for travel expenses for travel by car, air carrier or train. If the amendment involves an increase of more than 10%, or if an increase takes place within three months of the contract for professional services between CHNP on the one hand and the client on the other hand coming into effect, the client shall be entitled to dissolve the agreement. The right to dissolve lapses on the 14th day after the invoice date of the first invoice sent to the client after the increase of the basic hourly fee and/or the aforementioned costs for travel expenses.

Article 7: MISCELLANEOUS

7.1 Dutch law applies to all agreements between the client and CHNP.

7.2 Disputes shall be settled exclusively by the competent court in the court district in which CHNP has its registered office. CHNP does nevertheless have the right to submit disputes to the competent court in the client's place of domicile.