Unassociated Document


     

    
      Translation
from Dutch

      


      This
translation can only be used in combination with and as explanation to the Dutch
text. In the event of a disagreement or dispute relating to the interpretation
of the English text the Dutch text will be binding. These general conditions are
subject to Dutch law. This tenancy is subject to Dutch Law.

       

      
        
          

        

      

      
        GENERAL
TERMS AND CONDITIONS FOR LEASE OF OFFICE ACCOMMODATION

        and other
commercial accommodation within the meaning of Article 7:230A of the Civil
Code

        
          

        

      

      
        Model
established by the Real Estate Council (ROZ) in July 2003, lodged with the Clerk
of the Court in The Hague on 11 July 2003 and registered there under number
72/2003. All liability for detrimental consequences of the use of the text of
this model is hereby excluded by the ROZ.

        
          
 

      

      Extent
of the Subjects

      


      
        	
                1.

              	
                The
      expression “the Subjects” shall also be taken to include the systems and
      provisions within the Subjects, insofar as they are not excluded in the
      report on transfer annexed to and initialled by the parties as relative to
      this Lease.

              


      

      


      
        Condition

      

      


      
        	
                2.

              	
                At
      the start of the Lease the Subjects are or shall be delivered to and
      accepted by the Tenant in their then existing condition. That condition
      shall be established in a dated report on transfer annexed as an appendix
      to and initialled by the parties as relative to the Lease and forming part
      of the Lease. If no report on transfer is prepared at the start of the
      Lease, then the Subjects will be considered to have been transferred to
      and accepted by the Tenant in the condition which the Tenant might expect
      from a well-maintained property of the type to which the Lease
      relates.

              


      

      


      Defects

      


      
        	
                3.

              	
                It
      shall be considered that there is a defect in the Subjects if, taking
      account of their condition or any characteristic or other circumstance not
      attributable to the Tenant, the Tenant cannot enjoy the use of the
      Subjects at the commencement of the Lease which it might expect to
      enjoy.

              


      

      


      
        Inspection
in connection with suitability

      

      


      
        	
                4.

              	
                The
      Tenant shall be obliged to carry out a thorough inspection of the Subjects
      before the commencement of the Lease in order to confirm that the Subjects
      are suitable or can be rendered suitable by the Tenant for the purposes
      intended. The Landlord has not investigated the suitability of the
      Subjects and shall only be bound to draw the Tenant’s attention to defects
      known to the Landlord and which the Landlord knows would negatively affect
      their suitability. The Landlord shall not be liable for the consequences
      of defects of which it was not and ought not to have been
      aware.

              


      

      


      
        Expertise

      

      


      
        	
                5.

              	
                If
      the Tenant or the Landlord is not sufficiently expert, then it/they shall
      be obliged to have an expert present or be represented by an expert when
      the report on transfer is made up and at the inspection referred to in
      Clause 4.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Use

      


      
        	
                6.1

              	
                The
      Tenant shall use the Subjects during the whole term of the Lease actively,
      properly and personally exclusively for the purpose indicated in the Lease
      and paying due attention to existing restricted rights and any
      requirements imposed or to be imposed (including requirements relating to
      the Tenant’s business, the use of the Subjects and everything present
      within the Subjects) by the government or utility companies. The Tenant
      shall furnish and stock the Subjects adequately at the start of the Lease.
      The Tenant shall keep the Subjects fully furnished and stocked. The term
      “utility companies”, when used in this Lease, shall also include similar
      organisations whose business it is to supply, deliver and meter the use of
      energy, water, etcetera.

              


      

      


      
        	
                6.2

              	
                The
      Tenant shall comply with statutory provisions and local ordinances as well
      as normal commercial practice in relation to leases, government, utility
      company and insurance company provisions. The Tenant may only employ
      businesses in connection with carrying out work relating to security,
      fire-prevention and lift engineering if the Landlord has issued its
      approval of those businesses in advance and if the businesses are
      recognised by the National Prevention Centre (NCP) or the Netherlands
      Institute of Lift Engineers. The Tenant may not have the aforementioned
      type of work carried out itself, if that type of work is included in the
      context of supplies and services to be arranged and commissioned by the
      Landlord. The Tenant shall at all times observe the conditions of use
      issued by these businesses. Likewise, the Tenant shall take account of all
      verbal or written instructions issued by or on behalf of the Landlord in
      the interests of proper use of the Subjects and of internal and external
      accommodation, systems and services pertaining to the building or complex
      containing the Subjects. This also covers instructions relating to
      maintenance, inspection, noise levels, tidiness, fire prevention, parking
      regime and the proper functioning of the systems and the building or
      complex containing the Subjects.

              


      

      


      
        	
                6.3

              	
                The
      Tenant shall not cause any hindrance or inconvenience by its use of the
      building or complex containing the Subjects. The Tenant shall also ensure
      that any third parties present with its permission will not cause any
      nuisance.

              


      

      


      
        	
                6.4

              	
                The
      Tenant is entitled and obliged to use the communal provisions and services
      made or to be made available in the interests of the proper operation of
      the building or complex containing the
Subjects.

              


      

      


      
        	
                6.5

              	
                The
      Landlord shall be entitled to have access to the roofs, external walls,
      spaces not accessible by the public or by the Tenant, the immoveable
      appurtenances within and outside the building or complex and also the
      gardens and ground pertaining to the building or complex, for itself,
      tenants and third parties, for the purpose of installing or erecting
      (illuminated) advertising, sign-work, antenna systems and for other
      purposes. If the landlord wishes to exercise this right, the Landlord
      shall notify the Tenant accordingly in advance and shall take the Tenant’s
      interests into consideration when exercising this
  right.

              


      

      


      
        	
                6.6

              	
                The
      Landlord may refuse the Tenant access to the Subjects if the Tenant has
      not (yet) complied with its obligations under the Lease when it wishes to
      start using the Subjects. This shall not affect the date of entry under
      the Lease, nor the Tenant’s obligations under the
  Lease.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (Government)
conditions and permissions

      


      
        	
                6.7.1

              	
                The
      Tenant shall itself be liable for obtaining any necessary dispensations
      and/or permissions, including permission for use in relation to the
      conduct of its business for which the Subjects are or shall be used. The
      costs arising from this shall be met by the Tenant. The refusal or
      revocation of such consents shall not afford any opportunity for
      terminating the Lease nor for any other action against the
      Landlord.

              


      

      


      
        	
                6.7.2

              	
                The
      Tenant shall carry out its own investigations at the start of the Lease as
      to whether the Subjects are suitable for the Tenant’s intended use
      thereof. If any alterations or other provisions have to be carried out in,
      on or to the Subjects either at the start of the Lease or later as a
      result of government conditions or conditions imposed by other competent
      authorities in order to allow the Subjects to be used for the Tenant’s
      intended purposes, then such alterations or provisions shall be carried
      out by the Tenant at its own expense, once prior approval has been given
      by the Landlord.

              


      

      


      
        	
                6.7.3

              	
                If
      any alterations or other provisions are required in, on or to the Subjects
      in connection with the business operations being carried out there or in
      order to allow the Subjects to be used for the Tenant’s intended purposes,
      the Tenant shall be responsible, without prejudice to the terms of Clauses
      6.8.1 to 6.8.3 inclusive and 6.11.1 to 6.11.7 inclusive, for ensuring that
      such work will be carried out in accordance with the requirements imposed
      or to be imposed by the government or other competent authorities. The
      Tenant is responsible for continual compliance with the requirements of
      any consent obtained or to be obtained. The Landlord therefore does not
      grant any indemnity to the Tenant in respect of (government) orders,
      further investigation or the taking of further
  steps.

              


      

      


      Environment

      


      
        	
                6.8.1

              	
                If
      an environmental investigation is undertaken at the start of the Lease in
      relation to the Subjects, and a subsequent similar investigation either
      during or after the end of the Lease discloses higher concentrations of
      one or more substances in, on or about the Subjects than those present at
      the time of the earlier inspection, then the Tenant shall be liable to pay
      any damages arising from the pollution and shall be liable to the Landlord
      for costs incurred in removing the pollution or the taking of other steps.
      The Tenant shall indemnify the Landlord against claims in this context by
      third parties, including government
  institutions.

              


      

      


      
        	
                6.8.2

              	
                The
      provisions in Clause 6.8.1 shall not apply if the Tenant proves that the
      pollution has not occurred because of actions or omissions on its own part
      or by its staff or other individuals or articles under its supervision and
      are not related to circumstances for which the Tenant can be
      blamed.

              


      

      


      
        	
                6.8.3

              	
                The
      Landlord does not grant any indemnity to the Tenant in respect of
      (government) orders, further investigation or the taking of further
      steps.

              


      

      


      Waste
material/chemical waste

      


      
        	
                6.8

              	
                The
      Tenant shall comply fully with any guidelines, conditions or instructions
      issued by government or other competent authorities in relation to the
      (separate) collection of waste materials. In the event of failure to
      comply (fully) with this obligation, the Tenant shall be liable for any
      resulting financial, criminal and other
  consequences.

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      Apartment
rights

      


      
        	
                6.10.1

              	
                If
      the building or complex containing the Subjects is or comes to be divided
      into apartment rights, the Tenant shall observe the conditions relating to
      usage imposed by the deed of division and regulations. The same shall
      apply if the building or complex is or becomes part of a
      co-operative.

              


      

      


      
        	
                6.10.2

              	
                The
      Landlord shall not, so far as possible, lend its co-operation to the
      imposition of any conditions which would be in conflict with the
      Lease.

              


      

      


      
        	
                6.10.3

              	
                The
      Landlord shall ensure that the Tenant receives a copy of the conditions
      relating to usage, as specified in Clause
  6.10.1.

              


      

      


      Prohibitions
and procedural conditions

      


      
        	
                6.11.1

              	
                The
      Tenant is not permitted to:

              


      

      


      
        	
                 
      

              	
                a.

              	
                have
      any environmentally hazardous materials in, on or in the immediate
      vicinity of the Subjects, including noxious, flammable or explosive
      materials, unless these are held in the normal course of
      business;

              


      

      


      
        	
                 
      

              	
                b.

              	
                load
      the floors of the Subjects or the building or complex containing the
      Subjects in excess of the technically permitted limit or the limit
      prescribed in the Lease;

              


      

      


      
        	
                 
      

              	
                c.

              	
                use
      the Subjects in such a way as results in the occurrence of soil or other
      pollution, damage to the Subjects or spoiling of the appearance of the
      Subjects, including the use of transportation equipment which might damage
      walls or floors;

              


      

      


      
        	
                 
      

              	
                d.

              	
                introduce
      alterations or facilities in, on or about the Subjects in contravention of
      government or authority conditions or the conditions under which the owner
      of the Subjects acquired that ownership or other restricted rights, or
      such as might be a nuisance to other tenants or neighbours or hinder their
      usage rights.

              


      

      


      
        6.11.2.1 The Tenant shall at
all times keep the Landlord informed in writing about any alterations or
additions which the Tenant wishes to carry out or obtain in, on or about the
Subjects, such as nameplates, advertisements, boards, recommendations,
publications, structures, joinery-work, packaging, goods, vending machines,
lighting, sun awnings, roller shutters, aerials and associated equipment,
flagpoles, blanking out of windows etcetera.

      

      


      
        6.11.2.2 Alterations and
additions shall be deemed to include the making of holes in the facades, floors
and walls.

      

      


      
        6.11.2.3 The Tenant shall
require the Landlord’s prior written consent for the complete or partial
alteration of the furnishings or fittings within the Subjects, unless the
alterations or additions are of a sort that can be dismantled and removed at
nominal cost at the end of the Lease.

      

      


      
        6.11.2.4 Unless the parties
agree otherwise in writing, the Landlord does not grant any consent for
alterations and additions which the Tenant wishes to introduce if they cannot be
removed at the end of the Lease without damaging the Subjects and at nominal
cost, or if these alterations and additions are not necessary for the proposed
use of the Subjects, or if the enjoyment of the tenancy would not be improved,
or if the Landlord has any strong objections to the
proposals.

      

      


      
        6.11.2.5 The Landlord shall be
entitled to impose conditions in relation to any alterations or additions
desired by the Tenant, such as in relation to the carrying out and positioning
of the work, the proportions and the materials to be used. The Tenant shall be
obliged to comply with any conditions imposed by the relevant competent
authorities in relation to its alterations or additions.

      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        6.11.2.6 Alterations and
additions introduced by the Tenant shall not form part of the Subjects, whether
or not the work is done with the Landlord’s approval.

      

      


      
        6.11.2.7 Except insofar as
otherwise agreed in writing between the parties, alterations and additions
introduced by or on behalf of the Tenant must be dismantled and removed before
the end of the Lease.

      

      


      
        6.11.2.8 The Tenant waives its
rights and claims for unjustified enrichment in connection with alterations and
additions introduced by or on behalf of the Tenant and which are not dismantled
at the end of the Lease, unless the parties agree otherwise in
writing.

      

      


      
        6.11.2.9 Without the
Landlord’s prior written consent, the Tenant is forbidden from entering or
allowing entry to the service and system rooms, the flat roof sections, roofs,
drains, and those parts of the Subjects or the building or complex containing
the Subjects which are not intended for general use, and from parking commercial
vehicles otherwise than in designated parking places.

      

      


      
        	
                6.11.3

              	
                The
      Tenant shall behave in accordance with the conditions imposed by
      government and other authorised bodies, and also verbal and written
      instructions from the Landlord, in relation to the times for loading and
      unloading and the manner in which this should be
  done.

              


      

      


      
        	
                6.11.4

              	
                The
      Landlord shall have no liability whatever for the alterations or
      additions, etcetera, specified in Clauses 6.11.2.1 and
      6.11.2.2.

              


      

      


      
        	
                6.11.5

              	
                The
      Tenant shall keep all fire-fighting equipment, fire escapes and emergency
      doorways clear at all times.

              


      

      


      
        	
                6.11.6

              	
                If
      the Subjects are equipped with a lift, travelator, escalator or automatic
      door system or if the Subjects can be accessed by means of one or more of
      these facilities, or similar ones, then use of these facilities shall be
      entirely at the user’s own risk. All conditions issued or to be issued by
      the Landlord, the relevant installers or the government must be strictly
      adhered to. The Landlord shall be entitled to switch such facilities off -
      for as long as necessary - without the Tenant having any rights to
      compensation or reduction of
rental.

              


      

      


      
        	
                6.11.7

              	
                If
      articles introduced by the Tenant (including advertising or other
      sign-work) have to be removed temporarily in connection with maintenance
      or repair work to the Subjects or the building or complex containing the
      Subjects, the costs of such removal, any storage costs and the
      reinstatement costs shall all be the Tenant’s financial and risk
      responsibility, whether or not the Landlord gave permission for the said
      articles to be introduced in the first
place.

              


      

      


      Requests/permissions

      


      
        	
                6.12.1

              	
                If,
      after this Lease is signed, the Landlord or the Tenant requests a
      deviation from and/or supplement to any provision of this Lease, then the
      Landlord or the Tenant shall apply for such deviation and/or supplement in
      writing.

              


      

      


      
        	
                6.12.2

              	
                If
      and to the extent that any provision of this Lease requires the permission
      of the Landlord or the Tenant, such permission will only be deemed to have
      been granted if it is granted in
writing.

              


      

      


      
        	
                6.12.3

              	
                Any
      permission given by the Landlord or the Tenant shall operate on a
      one-time-only basis and shall not apply to other or later instances. The
      Landlord and the Tenant shall be entitled to make their respective
      permissions subject to conditions.

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      Penalty
provisions

      


      
        	
                7.

              	
                If,
      having duly received a notice of default from the Landlord, the Tenant
      continues to breach the conditions in the Lease and in these General
      Conditions, then the Tenant shall, if no other penalty is specified, be
      liable to pay to the Landlord an immediately recoverable fine of € 250.-
      per day for every day during which the Tenant continues in default. The
      foregoing is without prejudice to the Landlord’s right to full
      compensation insofar as the losses suffered exceed the penalty
      imposed.

              


      

      


      Sub-let

      


      
        	
                8.1

              	
                The
      Tenant shall not be permitted, without the Landlord’s prior written
      consent, to let, sub-let or grant usage rights over the Subjects in whole
      or in part to third parties, nor to assign the tenancy rights in whole or
      in part to third parties nor to incorporate them into any partnership of
      individuals or other legal entity.

              


      

      


      
        	
                8.2

              	
                If
      the Tenant contravenes the foregoing provisions, it will be liable to the
      Landlord for a directly enforceable penalty for each day that the
      contravention continues, equivalent to two times the daily rental payable
      by the Tenant at the time, without prejudice to the Landlord’s right to
      have the Lease complied with or to dissolve the Lease on the grounds of
      breach of contract, and to claim
damages.

              


      

      


      Review
of rental

      


      
        	
                9.1

              	
                The
      rental review agreed in Clause 4.5 of the Lease shall take place on the
      basis of the alteration of the monthly price index of the Consumer Price
      Index (CPI), all households series (2000 = 100), published by the Central
      Bureau of Statistics (CBS). The amended rental shall be calculated
      according to the following formula: the amended rental shall be equivalent
      to the existing rental of the date of amendment, multiplied by the index
      point in the fourth calendar month before the calendar month in which the
      rental is reviewed, divided by the index point of the sixteenth calendar
      month before the calendar month in which the rental is
      reviewed.

              


      

      


      
        	
                9.2

              	
                The
      rental shall not be adjusted if the adjustment would lead to a lower
      rental than the most recently valid figure. In such a case the most
      recently valid rental figure will continue to apply until a subsequent
      indexation of the index point in the calendar month four months prior to
      the adjustment is higher than the index point of the calendar month four
      months prior to the calendar month in which the most recent adjustment
      took place. In such a case the rental adjustment will use the index points
      of the calendar months indicated in the foregoing sub-paragraph
      (9.1).

              


      

      


      
        	
                9.3

              	
                It
      is necessary for the validity of a newly indexed rental that the Tenant is
      advised separately in advance of the indexation proposed or just carried
      out.

              


      

      


      
        	
                9.4

              	
                An
      indexation method as closely comparable as possible shall be used if the
      CBS ceases publication of its index points or alters their basis of
      calculation, and in case of a difference of opinion on this matter, the
      party taking the initiative may ask the Director of the CBS to pronounce a
      decision to be binding on the parties. Half of any costs associated with
      this will be borne by each of the
parties.

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      End
of the Lease or of Use

      


      
        	
                10.1.1

              	
                Unless
      otherwise agreed in writing, the Tenant shall surrender the Subjects to
      the Landlord at the end of the Lease or at the end of use thereof in the
      condition as described in the report on transfer at the start of the
      Lease, account being taken of any normal wear and tear and
      ageing.

              


      

      


      
        	
                10.1.2

              	
                If
      no report on transfer has been prepared in relation to the Subjects at the
      start of the Lease, then the Subjects shall be handed back by the Tenant
      to the Landlord at the end of the Lease or the end of the Tenant’s use in
      the condition which might reasonably be expected from a well-maintained
      property of the type to which the Lease relates, without defects, unless
      otherwise agreed in writing, and subject to normal wear and tear and
      ageing.

              


      

      


      
        	
                10.1.3

              	
                In
      any debate over the condition of the Subjects at the start of the Lease,
      the Tenant will be assumed to have received the Subjects in good condition
      and without defects.

              


      

      


      
        	
                10.1.4

              	
                Furthermore,
      the Subjects will be handed back to the Landlord completely vacated, free
      of use and rights of use, properly cleaned and with all keys, key cards
      and suchlike pertaining thereto. The Tenant shall be obliged to remove all
      items it has introduced in, on or about the Subjects or which were taken
      over by it from the foregoing tenant or occupier, all at the Tenant’s
      expense. The Landlord shall not be liable to make any payment for items
      not removed. Items not already removed may be removed at the Tenant’s
      expense. The provisions of Clauses 6.11.2.6 and 6.11.2.7 shall
      apply.

              


      

      


      
        	
                10.2

              	
                If
      the Tenant ends its use of the Subjects prematurely, the Landlord shall be
      entitled to obtain access to and take over possession of the Subjects at
      the Tenant’s expense, with no rights to compensation accruing to the
      Tenant.

              


      

      


      
        	
                10.3

              	
                All
      items deemed to have been abandoned by the Tenant through leaving them in
      the Subjects when it actually leaves the Subjects may, in the Landlord’s
      option, be removed by the Landlord, at the Tenant’s expense, without any
      liability on the Landlord’s part. The Landlord shall be entitled - unless
      the Landlord is aware that the ensuing tenant has taken the items over -
      to take these items away for immediate destruction at the Tenant’s expense
      or to appropriate them to its own possession and thereafter, if so
      desired, to sell them and retain the proceeds of sale, all in the
      Landlord’s own discretion. If the ensuing tenant has taken over the items,
      the Tenant shall be obliged to prepare a description, along with the
      ensuing tenant, of all items being taken over by the ensuing tenant. This
      description, initialled by the Tenant and the ensuing tenant, should be
      sent to the Landlord immediately after it is
  prepared.

              


      

      


      
        	
                10.4

              	
                Unless
      otherwise agreed in writing between the Landlord and the Tenant, the
      Tenant shall in no circumstances be entitled to leave behind any items in
      the Subjects after the end of the Lease while awaiting a response to the
      question as to whether an ensuing tenant is likely to want to take over
      these items. If the Tenant fails to comply with this provision, the
      Landlord shall be entitled, at its own discretion, to have the items in
      question destroyed immediately, at the Tenant’s expense, or else to
      appropriate these items to its own use and, if so desired, to sell them
      and retain the proceeds of sale.

              


      

      


      
        	
                10.5

              	
                The
      Subjects must be inspected by the parties jointly, in good time before the
      end of the Lease or the end of use. A report of this inspection shall be
      prepared by the parties and shall record the findings in relation to the
      condition of the Subjects. This report shall also record which work still
      has to be done at the Tenant’s expense in relation to repairs apparently
      required in terms of the report and any maintenance required in hindsight,
      as well as the manner in which that work will have to be accomplished. The
      inspection and the preparation and signing of the inspection report shall
      be effected either by the parties or by their appointed representatives.
      The parties will not be able to challenge the authority of such
      representatives after the event.

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
        	
                10.6

              	
                If,
      after having had a clear opportunity to do so, the Tenant does not
      co-operate in the inspection and/or the recording of the findings and
      arrangements in the inspection report, the Landlord shall be entitled to
      carry out the inspection without the Tenant’s attendance and to fix the
      terms of the report as binding on the parties. The Landlord shall give a
      copy of such a report to the Tenant straight
  away.

              


      

      


      
        	
                10.7

              	
                The
      Tenant shall be obliged to carry out or arrange to have carried out the
      work which it must do or have done in terms of the inspection report
      within the time limit set in the report or such time limit as is agreed
      between the parties, all to the Landlord’s satisfaction. If the Tenant
      fails to comply with its obligations under the inspection report, in whole
      or in part, even after having received a notice of default, the Landlord
      shall be entitled to have the work carried out and to recover the
      associated costs from the Tenant.

              


      

      


      
        	
                10.8

              	
                The
      Tenant shall be liable to pay a sum to the Landlord for the time taken up
      in repairing the Subjects, counting from the day after the date on which
      the Lease ends, calculated with reference to the most recently applicable
      rental and payment for ancillary supplies and services, all without
      prejudice to the Landlord’s claim for payment of further damages and
      costs.

              


      

      


      Damage
and Liability

      


      
        	
                11.1

              	
                The
      Tenant shall take appropriate and timely steps to prevent and confine any
      damage to the Subjects such as damage from electrical short circuit, fire,
      leakage, storm, frost or any other weather conditions, influx and escape
      of gases and liquids. The Tenant must inform the Landlord immediately if
      such damage, or an event such as specified in Clause 11.6, occurs or
      threatens to occur.

              


      

      


      
        	
                11.2

              	
                If
      the Tenant has relevant access thereto, the provisions of the foregoing
      sub-paragraph shall also apply to the building or complex containing the
      Subjects.

              


      

      


      
        	
                11.3

              	
                The
      Tenant shall be liable to the Landlord for all damages and losses to the
      Subjects unless the Tenant proves that no blame should be attached to it,
      to individuals it allows into the Subjects, its staff and those
      individuals for whom the Tenant is liable, or that no negligence can be
      attributed to any of them, all without prejudice to the terms of Clauses
      13.1, 13.4, and 13.5 in relation to the Tenant’s maintenance, repair and
      renewal obligations.

              


      

      


      
        	
                11.4

              	
                The
      Tenant indemnifies the Landlord against all fines imposed on the Landlord
      because of the Tenant’s actions or
negligence.

              


      

      


      
        	
                11.5

              	
                The
      Landlord shall not be responsible for the consequences of defects of which
      it was unaware and ought not to have been aware at the commencement of the
      Lease.

              


      

      


      
        	
                11.6

              	
                The
      Landlord shall not be liable for any damage occasioned to the Tenant’s
      person or goods and the Tenant shall have no right to have the rental
      reduced, to set-off or suspend any payment obligations, or to dissolve the
      Lease in the event of a reduction in the enjoyment of the tenancy because
      of defects, including such reduction as a result of patent or latent
      defects in the Subjects or the building or complex containing the
      Subjects, weather conditions, discontinuation of access to the Subjects,
      vacant property in the vicinity, discontinuation of gas, water,
      electricity, heating, ventilation or air-conditioning supplies, failure of
      systems and equipment, influx and escape of gases or liquids, fire,
      explosion, or shortfall in the provision of services. Likewise the
      Landlord shall not be responsible for damage to the persons or goods of
      third parties present in the Subjects and the Tenant indemnifies the
      Landlord against all third party
claims.

              


      

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      
        	
                11.7

              	
                The
      Tenant shall be liable for damages resulting from alterations and
      additions introduced into the Subjects by it or on its behalf. The Tenant
      indemnifies the Landlord against claims by third parties for damages
      sustained because of alterations and improvements made by the
      Tenant.

              


      

      


      
        	
                11.8

              	
                The
      Landlord shall not be liable for the Tenant’s commercial losses or for
      losses resulting from activities of other tenants, or from restriction on
      the use of the Subjects caused by third parties, or for defects arising
      because the Tenant has not met its maintenance
  obligations.

              


      

      


      
        	
                11.9

              	
                The
      provisions of Clauses 11.6 and 11.8 in relation to commercial losses will
      not apply in cases resulting from serious fault or gross negligence on the
      Landlord’s part in relation to the condition of the Subjects or the
      building or complex containing the Subjects. Likewise the provisions of
      Clauses 11.6 and 11.8 in relation to commercial losses will not apply if
      the damage is caused by a defect in the Subjects of which the Landlord was
      or ought to have been aware at the start of the Lease, unless it relates
      to defects which the Tenant was aware of or could have been aware of by
      virtue of its inspection described in Clause 4, with such a defect then
      not being able to be regarded as a defect as between the
      parties.

              


      

      


      
        Bank
guarantee

      

      


      
        	
                12.1

              	
                As
      a guarantee for the proper compliance with its obligations under the
      Lease, the Tenant shall provide to the Landlord, when the Lease is signed,
      a bank guarantee in a form of words specified by the Landlord, for the
      amount stated in the Lease, related to the Tenant’s payment obligations to
      the Landlord. This bank guarantee shall also apply to any extension of the
      Lease including any amendments thereto and shall continue for at least six
      months after the date on which the Subjects are actually vacated by the
      Tenant and the Lease is ended. Moreover this bank guarantee shall be valid
      in relation to the Tenant’s legal
successor(s).

              


      

      


      
        	
                12.2

              	
                The
      Tenant shall not be entitled to set-off any payments against the bank
      guarantee.

              


      

      


      
        	
                12.3

              	
                In
      the event that the bank guarantee is called in, the Tenant shall
      immediately arrange, on the Landlord’s first request, to have a new bank
      guarantee issued for an amount adjusted to the new payment
      obligations.

              


      

      


      
        	
                12.4

              	
                After
      any upward review of the rental or the (advance) payment for supplies and
      services and the current Turnover Tax, the Tenant shall be obliged to have
      a new bank guarantee issued immediately for an amount adjusted to the new
      payment obligations.

              


      

      


      
        	
                12.5

              	
                Prior
      to the start of each new rental period under an extension of the Lease,
      the Tenant shall immediately arrange to have a new bank guarantee issued
      for an amount adjusted to the new payment
  obligations.

              


      

      


      
        	
                12.6

              	
                If
      the Tenant fails to comply with the obligations described in this Clause,
      it shall forfeit an immediately payable fine of € 250.- to the Landlord
      for every calendar day that the Tenant remains in breach, after the
      Tenant’s attention has been drawn to the breach by means of registered
      letter.

              


      

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      Maintenance,
repair and renewal, inspections and tests

      


      
        	
                13.1

              	
                The
      Landlord shall be responsible for the costs of maintenance, repair and
      renewal work to the Subjects, as specified at Clause 13.3 below. The
      Tenant shall be responsible for all other maintenance, repair and renewal
      works, including the costs of inspections and tests at the Subjects. If
      the Subjects form part of a building or complex, the above-mentioned
      provisions shall apply also to the specified costs in relation to the
      building or complex containing the Subjects, such as work on communal
      systems, spaces and other communal
facilities.

              


      

      


      
        	
                13.2

              	
                Unless
      otherwise agreed between the parties, the work specified in Clauses 13.3
      and 13.4 shall be carried out by or on the instructions of the party who
      is liable to pay for it. The parties shall proceed to have such works
      carried out in good time.

              


      

      


      
        	
                13.3

              	
                The
      Landlord shall be responsible for the costs
of:

              


      

      


      
        	
                 
      

              	
                a.

              	
                maintaining,
      repairing and renewing the structural parts of the Subjects, such as
      foundations, columns, balconies, structural floors, roofs, flat roof
      sections, outer walls and structural
facades;

              


      

      


      
        	
                 
      

              	
                b.

              	
                maintaining,
      repairing and renewing the stairs, stair treads, sewage pipes, drains, and
      external window frames. The provisions in Clause 13.4, sub k, shall still
      apply to sewage pipes;

              


      

      


      
        	
                 
      

              	
                c.

              	
                replacement
      of components and renewal of systems pertaining to the
      Subjects;

              


      

      


      
        	
                 
      

              	
                d.

              	
                external
      paintwork.

              


      

      


      The work
specified at a. to d. inclusive shall be the Landlord’s financial
responsibility, unless the work can be regarded as minor repairs, including
small-scale and daily maintenance in the legal sense or else work to items not
introduced in on or about the Subjects by or on behalf of the
Landlord.

      


      
        	
                13.4

              	
                The
      Tenant shall be responsible for the following, in clarification or, as the
      case may be, in derogation from or supplementation to Clause
      13.1:

              


      

      


      
        	
                 
      

              	
                a.

              	
                external
      maintenance insofar as it can be shown to relate to routine repairs
      including minor and daily maintenance in the legal sense, and internal
      maintenance other than maintenance as specified in Clause 13.3, all
      without prejudice to the following
provisions;

              


      

      


      
        	
                 
      

              	
                b.

              	
                maintenance,
      repair and renewal of door and window furniture, glazing and glass doors,
      mirror, window and other frames;

              


      

      


      
        	
                 
      

              	
                c.

              	
                maintenance
      and repair of roller shutters, venetian blinds, canopies and other
      awnings;

              


      

      


      
        	
                 
      

              	
                d.

              	
                maintenance,
      repair and renewal of switches, power sockets, bell systems, light-bulbs,
      lighting (including fittings), batteries, floor-coverings, soft
      furnishings, internal paintwork, sinks, kitchen equipment and sanitary
      ware;

              


      

      


      
        	
                 
      

              	
                e.

              	
                maintenance,
      repair and renewal of pipe-work and valves for gas, water and electricity,
      fire-, burglary- and theft-prevention measures and everything pertaining
      thereto;

              


      

      


      
        	
                 
      

              	
                f.

              	
                maintenance,
      repair and renewal of boundary partitions, garden and ground, including
      pavements;

              


      

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                g.

              	
                regular
      and proper maintenance, together with regular testing and certification of
      all technical systems pertaining to the Subjects, including the
      replacement of any small components. This work may only be carried out by
      contractors approved by the
Landlord;

              


      

      


      
        	
                 
      

              	
                h.

              	
                all
      testing and inspection, whether prescribed by government or not and both
      regular and casual, as may reasonably be deemed necessary, in the areas of
      reliability and safety, and for checking good working order, of the
      systems (technical or otherwise) pertaining to the Subjects or the
      Subjects’ immoveable appurtenances; the said testing and inspections shall
      be carried out on the Tenant’s instructions; so far as the costs arising
      from this are concerned, these shall be governed, as far as possible, by
      the following provisions in Clauses 16.3 to 16.8
  inclusive.

              


      

      


      
        	
                 
      

              	
                i.

              	
                maintenance,
      repair and renewal of items introduced by or on behalf of the Tenant,
      whether or not this is done under a provisional estimate provided by the
      Landlord to the Tenant;

              


      

      


      
        	
                 
      

              	
                j.

              	
                attention
      to cleaning the Subjects and keeping them clean, both internally and
      externally, including keeping the windows, roller shutters, venetian
      blinds, canopies and other awnings, the outside window frames and facades
      of the Subjects clean, and the removal of any graffiti left on the
      Subjects.

              


      

      


      
        	
                 
      

              	
                k.

              	
                attention
      to installation of grease-traps, cleaning and unblocking traps, drains and
      all waste and sewage pipes as far as the municipal sewer for the Subjects,
      scrubbing of sinks and cleaning out ventilation
  ducts.

              


      

      


      
        	
                13.5

              	
                The
      Tenant shall be liable for maintaining, repairing and renewing any
      alterations and additions introduced to the Subjects by or on behalf of
      the Tenant.

              


      

      


      
        	
                13.6

              	
                If,
      having been given due notice, the Tenant neglects maintenance, repair or
      renewal work for which it is liable - or if, in the Landlord’s opinion
      this work has been carried out improperly or poorly - the Landlord shall
      be entitled to have the works of maintenance, repair or renewal deemed to
      be necessary carried out at the Tenant’s cost and
  risk.

              


      

      


      If the
work which should have been done at the Tenant’s expense cannot be postponed,
the Landlord shall be entitled to carry out that work or have it carried out
immediately, at the Tenant’s expense.

      


      
        	
                13.7

              	
                The
      Landlord shall consult with the Tenant, in advance, in relation to works
      of maintenance, repair and renewal which are the Landlord’s liability, as
      regards the manner in which they should be carried out, so far as possible
      with the Tenant’s interests in mind. If the Tenant asks for these works to
      be carried out outside normal working hours, the Tenant shall be liable
      for any extra costs involved.

              


      

      


      
        	
                13.8

              	
                The
      Tenant shall be responsible for the proper and skilful use of the
      technical systems in the Subjects. The Tenant shall likewise be
      responsible for any maintenance of those systems carried out by it or on
      its instructions. The fact that the maintenance is carried out by a
      business approved by the Landlord shall not absolve the Tenant from this
      responsibility.

              


      

      


      
        	
                13.9

              	
                The
      Tenant shall notify the Landlord straight away, in writing, of any faults
      in the Subjects. In that notification, the Tenant shall give the Landlord
      a reasonable time - not less than six weeks, except in the case of a
      calamity - to make a start on rectifying any fault which is the Landlord’s
      financial responsibility.

              


      

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      
        	
                13.10

              	
                If
      the Landlord and the Tenant agree that the maintenance, repair and renewal
      work in, on or about the Subjects or the building or the complex
      containing the Subjects, as specified in Clauses 13.1, 13.4 and 13.5,
      which is the Tenant’s responsibility, shall be carried out on the
      Landlord’s instructions rather than the Tenant’s, then the associated
      costs shall be passed on by the Landlord to the Tenant. In some cases the
      Landlord will conclude maintenance contracts for this
  work.

              


      

      


      Adjustments
by or on behalf of the Landlord

      


      
        	
                14.1

              	
                The
      Landlord shall be permitted to carry out, or have carried out, work or
      inspections in, on or about the Subjects or the building or complex
      containing them or the adjacent premises in the context of maintenance,
      repair and renewal. This shall include the introduction of extra
      facilities and alterations or work required in connection with
      (environmental) requirements or measures imposed by the government or
      other competent authorities.

              


      

      


      
        	
                14.2

              	
                If
      the Landlord wishes to proceed with renovation of the Subjects, it shall
      put a proposal for such renovations to the Tenant. A proposal for
      renovations will be considered reasonable if it is approved b at least 51%
      of the tenants whose subjects are affected by the renovations and if such
      tenants rent at least 70% of the rentable floor area in m2,
      including vacant property, of the building or complex containing the
      Subjects affected by the proposed renovations. For the calculation of the
      percentage, the Landlord shall be regarded as tenant of any un-let but
      rentable floor area in m2.

              


      

      


      
        	
                14.3

              	
                Renovation
      shall be deemed to include (partial) demolition, replacement new build,
      additions and alterations to the Subjects or the building or complex
      containing them.

              


      

      


      
        	
                14.4

              	
                The
      provisions in Article 7:220, paragraph 1, 2 & 3 of the Civil Code
      shall not be applicable. Renovation and maintenance work to the Subjects
      or the building or complex containing them shall not constitute a defect
      as far as the Tenant is concerned. The Tenant shall permit maintenance and
      renovations works to the Subjects or the building or complex containing
      them and provide the Landlord with the opportunity to carry out such
      works, without any right to reduction of the rental or any other payment
      obligation, partial or complete dissolution of the Lease and/or
      compensation.

              


      

      


      
        	
                14.5

              	
                In
      relation to those parts of the Subjects of which the Tenant does not enjoy
      exclusive rights of use, such as communal spaces, lifts, escalators,
      stairs, stairwells, passages, access points, and/or other immoveable
      appurtenances, the Landlord shall be entitled to alter the fittings and
      finishings thereof and to move, replace or eliminate these parts of the
      Subjects.

              


      

      


      Landlord’s
access rights

      


      
        	
                15.1

              	
                If
      the Landlord wishes to have a valuation of the Subjects carried out or
      wishes to proceed with having work carried out in, on or to the Subjects,
      the Tenant shall be obliged to provide access to the Landlord or those
      applying to the Tenant on the Landlord’s behalf, and to make facilities
      available for the work to be carried
out.

              


      

      


      
        	
                15.2

              	
                In
      order to carry out the tasks described in Clause 15.1, the Landlord and
      all individuals appointed by it shall be entitled to enter the Subjects,
      after consultation with the Tenant, between 07.00 hours and 17.30 hours on
      working days. In cases of emergency, the Landlord shall be entitled to
      enter the Subjects even without consultation and/or outside the foresaid
      times.

              


      

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      
        	
                15.3

              	
                In
      the event of any proposed lease, sale or auction of the Subjects, and
      during the final year before the end of the Lease, the Tenant shall be
      obliged, on having received prior notification by or on behalf of the
      Landlord, to provide the opportunity, without any payment, for viewings of
      the Subjects during at least two working days per week. The Tenant shall
      allow the usual “To Let” or “For Sale” signs or posters to be erected on
      or about the Subjects

              


      

      


      Costs
of supplies and services

      


      
        	
                16.1

              	
                In
      addition to the rental, the Tenant shall be liable for the costs of
      supply, transportation, metering and usage of water and energy for the
      Subjects, including the costs of entering into the relevant contracts and
      meter rental, and any penalties or fines imposed by the utility companies.
      The Tenant shall conclude the contracts for supply with the relevant
      organisations, unless the Subjects have no separate connection and/or the
      Landlord arranges this as part of the supplies and services provided under
      the Lease.

              


      

      


      
        	
                16.2

              	
                If
      the parties have not contracted for any ancillary supplies and services,
      the Tenant shall arrange for these at its own cost and risk, to the
      Landlord’s satisfaction. In such cases the Tenant shall conclude service
      contracts, as approved by the Landlord, in relation to the systems within
      the Subjects.

              


      

      


      
        	
                16.3

              	
                If
      the parties have agreed that ancillary supplies and services will be
      provided by or on behalf of the Landlord, the Landlord shall establish the
      payment for these due by the Tenant on the basis of the costs incurred in
      providing these supplies and services together with the relevant
      administrative cost element. Insofar as the Subjects form part of a
      building or complex and the supplies and services also relate to other
      parts thereof, the Landlord shall fix the proportion of the costs
      reasonably due by the Tenant for those supplies and services. The Landlord
      shall not be required to take account of the fact that the Tenant may not
      use one or more of those supplies and services. If one or more parts of
      the building or complex are not in use, the Landlord shall ensure, when
      fixing the Tenant’s share, that it is not higher than it would have been
      if the whole of the building or complex had then been in
    use.

              


      

      


      
        	
                16.4

              	
                The
      Landlord shall send out to the Tenant a detailed statement for each year
      in relation to the costs of the supplies and services, with information on
      how these were calculated and, so far as applicable, the Tenant’s share of
      those costs.

              


      

      


      
        	
                16.5

              	
                A
      statement shall be sent out after the end of the Lease for the period not
      yet accounted for. This final statement shall be sent out not later than
      14 months after the previous statement was sent out. Neither the Landlord
      nor the Tenant shall be allowed to make any premature claims for
      set-off.

              


      

      


      
        	
                16.6

              	
                If
      it is apparent from the statement for a period in question, and taking
      account of advance payments, that the Tenant has paid too little or that
      the Landlord has received too much, there shall be an additional payment
      or a repayment within one month after the statement is sent out. A
      challenge to the accuracy of the statement shall not result in any
      suspension of this payment
obligation.

              


      

      


      
        	
                16.7

              	
                The
      Landlord shall be entitled, after due consultation with the Tenant, to
      alter the nature and scope of the supplies and services or to let them
      lapse.

              


      

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      
        	
                16.8

              	
                The
      Landlord shall be entitled to adjust the advance payment due by the Tenant
      for supplies and services on an interim basis in relation to the
      anticipated costs, including in the circumstances mentioned in Clause
      16.7.

              


      

      


      
        	
                16.9

              	
                If
      the supply of gas, electricity, heat and/or (hot) water is included in the
      supplies and services, the Landlord shall be entitled, after due
      consultation with the Tenant, to adjust the method of ascertaining the
      usage and the Tenant’s share, connected therewith, of the costs of
      usage.

              


      

      


      
        	
                16.10

              	
                If
      the usage of gas, electricity, heat and/or (hot) water is ascertained by
      reference to metering equipment and if any dispute arises over the
      Tenant’s share of the usage costs because of non-functioning or incorrect
      functioning of those meters, then that share shall be established by a
      company, to be called in by the Landlord, specialising in the measuring
      and establishment of gas, electricity, heat and/or (hot) water
      consumption. This shall also apply in the case of damage, destruction or
      fraud in relation to the meters, without prejudice to the Landlord’s other
      rights in such cases against the Tenant, such as the right to repair or
      renewal of those meters and payment of any losses
    sustained.

              


      

      


      
        	
                16.11

              	
                Except
      in the case of gross negligence or serious fault, the Landlord shall not
      be liable for any losses resulting from the non-functioning or the
      improper supply of the aforementioned provisions and services. Likewise
      the Tenant shall not, in such cases, have any claim for reduction in
      rental and/or set-off against any payment
  obligation.

              


      

      


      Costs,
default

      


      
        	
                17.1

              	
                In
      all cases where the Landlord issues a summons, notice of default or
      bailiff’s notification to the Tenant, or where proceedings are taken
      against the Tenant for compliance with its Lease obligations or vacation
      of the premises, the Tenant shall be obliged to pay to the Landlord all
      costs incurred, both judicial and extra-judicial - except when there is a
      final court order against the Landlord for payment of procedural
      costs.

              


      

      


      The costs
incurred will be established in advance between the parties at a level no lower
than the normal tariff charged by bailiffs.

      


      
        	
                17.2

              	
                The
      Tenant shall be in default on the mere expiry of one payment
      period.

              


      

      


      Payments

      


      
        	
                18.1

              	
                Payment
      of the rental and all further charges arising in terms of this Lease shall
      be made in Dutch legal tender not later than on the due date - without
      deduction, discount, retention or set-off against any claim the Tenant has
      or believes it has against the Landlord - by payment or transfer to a bank
      account indicated by the Landlord. This is without prejudice to the
      Tenant’s right to remedy any defects itself and to deduct the reasonable
      costs thereof from the rental if the Landlord is in default in remedying
      those defects. The Landlord shall be free, by means of written intimation
      to the Tenant, to amend the place or method of payment. The Landlord shall
      be entitled to decide which of any outstanding claims under the Lease
      shall be reduced by any payment received from the Tenant, unless the
      Tenant specifically indicates otherwise when it makes the payment. In this
      last case, the provisions in article 6:50 of the Civil Code shall not be
      applicable.

              


      

      


      
        	
                18.2

              	
                On
      every occasion when an amount due by the Tenant under this Lease is not
      paid promptly to the Landlord, there shall, by operation of law, be an
      immediately payable penalty due by the Tenant to the Landlord, of 2% of
      the amount due per calendar month (with each part of a month counting as a
      full month) subject to a minimum of  € 300.- per month, from the
      date when the amount became due.

              


      

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      Taxes,
burdens, duties, premiums

      


      Turnover
Tax

      


      
        	
                19.1

              	
                If
      it has been agreed that Turnover Tax will be charged on the rental, the
      Tenant and the Landlord hereby explicitly declare that an assumption was
      made when setting the rental that the Tenant would use or cause the use of
      the Subjects continuously for at least the minimum percentage of time set
      or to be set in order to qualify for entitlement to deduction of Turnover
      Tax, insofar as that can be elected for a lease subject to Turnover
      Tax.

              


      

      


      
        	
                19.2

              	
                The
      Landlord and the Tenant shall avail themselves of the opportunity to waive
      the service of a joint option request, under Information Note 45, Order of
      24 March 1999, no. VB 99/571, for a rental chargeable to Turnover Tax and
      shall suffice instead with a declaration completed and signed by the
      Tenant, which declaration shall form an integral part of the present
      Lease.

              


      

      


      
        	
                19.3 a

              	
                If
      the Tenant is not (or no longer) using the Subjects or causing them to be
      used for considerations entitling deduction of Turnover Tax and the
      exception from the exemption to deduct Turnover Tax from the rental
      thereby comes to an end, then the Tenant shall no longer be due to pay
      Turnover Tax on the rental to the Landlord or its legal successor(s) but
      shall be liable, from the date such termination becomes effective, to make
      a separate payment to the Landlord or its legal successor(s) in addition
      to the rental, in lieu of Turnover Tax, which shall compensate the
      Landlord in full for:

              


      

      


      
        	
                 
      

              	
                I.

              	
                the
      Turnover Tax on running costs of and investment in the Subjects which is
      not, or no longer, deductible by the Landlord or its legal successor(s) as
      a result of the termination of the
option;

              


      

      


      
        	
                 
      

              	
                II.

              	
                the
      Turnover Tax which the Landlord or its legal successor(s) will have to pay
      to the tax authorities by way of re-calculation as specified in Section
      15, para. 4 of the Turnover Tax Act 1968 or review as specified in
      Sections 11 to 13, inclusive, of the Turnover Tax Implementation Order
      1968, all as a result of the termination of the
  option;

              


      

      


      
        	
                 
      

              	
                III.

              	
                all
      other losses suffered by the Landlord or its legal successor(s) as a
      result of termination of the
option.

              


      

      


      
        	
                19.3 b

              	
                The
      financial losses suffered by the Landlord or its legal successor(s) as a
      result of the termination of the option shall be paid by the Tenant to the
      Landlord, or its lawful successor(s) regularly along with the regular
      payments of the rental and shall, with the exception of losses specified
      in Clause 19.3a, sub I, be spread over the remaining duration of the
      current Lease by means of an annuity if possible, but shall be immediately
      payable in full, in one lump sum, if the Lease is terminated in the
      meantime for any reason whatever.

              


      

      


      
        	
                19.4

              	
                The
      provisions in Clause 19.3a, sub II, shall not apply if, when the present
      Lease is concluded, the review period for deductions from Turnover Tax in
      relation to the Subjects has
expired.

              


      

      


      
        	
                19.5

              	
                If
      a situation such as that contemplated in Clause 19.3a should occur, the
      Landlord or its legal successor(s) shall inform the Tenant how much has to
      be paid by the Landlord, or its legal successor(s), to the tax authorities
      and detail the other losses as specified in Clause 19.3a, sub III. The
      Landlord or its legal successor(s) shall co-operate if the Tenant wishes
      to have the return submitted by the Landlord or its legal successor(s)
      checked by an independent chartered accountant. The costs of this would be
      paid for by the Tenant.

              


      

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      
        	
                19.6

              	
                If,
      in any financial year the Subjects are not used sufficiently, for the
      purposes stated in Clause 19.1, the Tenant shall advise the Landlord or
      its legal successor(s) of this, within four weeks after the end of the
      financial year in question, by means of a signed Tenant’s declaration. The
      Tenant shall send a copy of this declaration to the Turnover Tax Inspector
      within the same period.

              


      

      


      
        	
                19.7

              	
                If
      the Tenant fails to comply with the obligation to notify, as stated in
      Clause 19.6, and/or the obligation to use the Subjects, as stated in
      Clause 19.9, or if it appears in hindsight that the Tenant proceeded on
      the basis of any incorrect assumption and the Landlord or its legal
      successor(s) was/were therefore wrong to charge Turnover Tax on the
      rental, then the Tenant shall be in default and the Landlord or its legal
      successor(s) shall be entitled to recover any resulting financial loss
      form the Tenant. Such loss shall refer to the full amount of the Turnover
      Tax due by the Landlord or its legal successor(s) to the tax authorities,
      together with interest, any surcharges and further costs and damages. The
      terms of this paragraph make provision for a compensation scheme in the
      event that the option is terminated with retrospective effect, in addition
      to the regulations under Clause 19.3a. The extra losses suffered by the
      Landlord or its legal successor(s) as a result of retrospective impact
      shall be payable by the Tenant immediately, in full and in one lump sum.
      The Landlord or its legal successor(s) shall co-operate if the Tenant
      wishes to have the statement in relation to these extra losses of the
      Landlord or its legal successor(s) checked by an independent chartered
      accountant. The costs of this would be paid for by the
    Tenant.

              


      

      


      
        	
                19.8

              	
                The
      terms of Clauses 19.3a, 19.3b, 19.5 and 19.7 shall also apply if the
      Landlord or its legal successor(s) is/are only confronted by losses
      arising form the termination of the option arrangement between the parties
      after the termination of the Lease, as well as during the currency of the
      Lease, and such damages would then be payable to the Landlord or its legal
      successor(s) immediately, in full and in one lump
  sum.

              


      

      


      
        	
                19.9

              	
                Without
      prejudice to the other relevant provisions of this Lease, the Tenant
      shall, in every case to which the option right applies, use the Subjects
      or cause them to be used before the end of the financial year following
      the financial year in which the Tenant takes on the Lease of the
      Subjects.

              


      

      


      Other
taxes, burdens, levies, premiums, etcetera

      


      
        	
                20.1

              	
                The
      Tenant shall pay the following, even if the assessments are sent to the
      Landlord:

              


      

      


      
        	
                 
      

              	
                a.

              	
                Real
      Estate Tax in relation to the actual usage of the Subjects and the actual
      shared use of service spaces, general spaces and communal
      spaces;

              


      

      


      
        	
                 
      

              	
                b.

              	
                environmental
      levies, including surface water pollution duty, waste water drainage
      contribution and every other contribution under the heading of
      environmental protection;

              


      

      


      
        	
                 
      

              	
                c.

              	
                betterment
      levy, or any substitute taxes or levies, in whole or for a proportionate
      share, if and to the extent that the Tenant benefits from whatever gives
      rise to the assessment or levy;

              


      

      


      
        	
                 
      

              	
                d.

              	
                sewerage
      charges;

              


      

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                e.

              	
                other
      existing or future taxes, including taxes charged for provisions in public
      areas as well as flag and advertising taxes, municipal land encroachment
      taxes, burdens, levies and duties:

              


      

      


      
        	
                 
      

              	
                -

              	
                in
      relation to the actual usage of the
Subjects;

              


      

      


      
        	
                 
      

              	
                -

              	
                in
      relation to the Tenant’s property;

              


      

      


      
        	
                 
      

              	
                -

              	
                those
      which would not have been charged, or not charged to such an extent, if
      the Subjects were not being used by the
Tenant.

              


      

      


      
        	
                20.2

              	
                If
      any burdens, duties or taxes due by the Tenant are collected from the
      Landlord, these will be repaid by the Tenant to the Landlord on the
      Landlord’s first request.

              


      

      


      
        	
                20.3

              	
                If
      a higher than normal fire-insurance premium is charged to the Landlord or
      other tenants in the building or complex, in relation to the Subjects, or
      the building or complex containing them, for structures, stock or
      contents, because of the nature or characteristics of the trade or
      profession carried out by the Tenant, then the Tenant shall pay the excess
      above the normal premium to the Landlord or those other tenants. The
      Landlord and the other tenants shall be free to choose their insurance
      companies, to decide the insurable values and to assess the reasonableness
      of the premium charged.

              


      

      


      “Normal
premium” will be taken to mean the premium which the Landlord or Tenant could
stipulate from a well-known and respected insurer for covering the Subjects,
stock and contents against risk of fire at the time directly preceding the
conclusion of this Lease, without taking any account of the nature or
characteristics of the trade or profession to be carried on by the Tenant in the
Subjects, together with - for the duration of the Lease - any adjustment in the
said premium not resulting from an alteration to the nature and extent of the
insured risk.

      


      
        Joint
and several liability

      

      


      
        	
                21.1

              	
                If
      more than one (natural or juristic) individual is contractually bound as
      Tenant, they shall always be liable jointly and severally to the Landlord
      and each of them for all of the obligations arising under the Lease.
      Deferment of payment or remission on the Landlord’s part to one of the
      Tenants, or an offer to do so, shall affect only that
    Tenant.

              


      

      


      
        	
                21.2

              	
                The
      obligations under the Lease are joint and several, even as regards heirs
      and others deriving right from the
Tenant.

              


      

      


      Non-availability
at the appropriate time

      


      
        	
                22.1

              	
                If
      the Subjects are not available on the agreed date of entry under the Lease
      because they have not been cleared, the previous occupier has not vacated
      in time or the Landlord has not obtained the requisite government
      permissions, the Tenant shall not be due to pay any rental nor any payment
      for ancillary supplies and services until the date when the Subjects are
      made available for it, and shall also be entitled to postpone its other
      obligations and the contractually agreed dates by a corresponding period.
      The rental indexation date shall remain
  unaltered.

              


      

      


      
        	
                22.2

              	
                The
      Landlord shall not be liable for any losses sustained by the Tenant
      because of any such delays, unless serious fault or gross negligence on
      the Landlord’s part can be
established.

              


      

      


      
        	
                22.3

              	
                The
      Tenant shall not be entitled to demand cancellation unless the delayed
      handover is caused by serious fault or gross negligence on the Landlord’s
      part and such a delay results in circumstances where the Tenant could not
      reasonably be required to adhere to the Lease in unmodified
      terms.

              


      

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

      Data
Protection Act

      


      
        	
                23.

              	
                If
      the Tenant is a natural person, the Tenant shall, by entering into and
      signing this Lease, give permission for the Landlord and the Property
      Manager to record and process his/her personal details in a
      database.

              


      

      


      
        Domicile

      

      


      
        	
                24.1

              	
                From
      the date of entry under the Lease, all notifications by the Landlord to
      the Tenant in connection with the performance of this Lease shall be sent
      to the address of the Subjects.

              


      

      


      
        	
                24.2

              	
                The
      Tenant undertakes, if the Tenant is no longer carrying on its business
      from the Subjects, immediately to notify the Landlord of this in writing,
      at the same time confirming the Tenant’s new
  domicile.

              


      

      


      
        	
                24.3

              	
                If
      the Tenant leaves the Subjects without providing details of a new domicile
      to the Landlord, the address of the Subjects shall continue to operate as
      the Tenant’s domicile.

              


      

      


      
        Complaints

      

      


      
        	
                25.

              	
                The
      Tenant shall lodge any complaints and requests in writing. This may be
      done verbally in urgent cases. In such cases the Tenant shall confirm the
      complaint or request as quickly as possible in
  writing.

              


      

      


      
        Property
Manager

      

      


      
        	
                26.

              	
                If
      a property manager is appointed by the Landlord, the Tenant shall consult
      with the property manager on all matters arising from the
      contract.

              


      

      


      
        Final
provisions

      

      


      
        	
                27.

              	
                If
      one part of the Lease or these General Conditions is void or voidable,
      this will not affect the validity of the remaining provisions of the Lease
      or these General Conditions.

              


      

      


      In such a
case the void or voidable provision(s) shall be substituted, in accordance with
the provisions of Article 3:42 of the Civil Code, by provisions as close as
legally permissible to what the parties would have agreed if they had been aware
of the nullity or voidability.

    

     

    
      
         

      

      
        18