Article 1 General
De Clercq Advocaten Notarissen is a partnership of private companies with limited liability, who do business together under the name “De Clercq Advocaten Notarissen” (referred to hereinafter as “De Clercq”).
Article 2 Applicability
These General Terms and Conditions apply to all engagements (in the broadest sense of the term) undertaken by De Clercq and/or its individual partners or managers of the practice companies and/or any person working at or on behalf of De Clercq.
Article 3 Engagements
- Contrary to the provisions of Sections 7:404 and 7:407(2) of the Dutch Civil Code [BW], all of the engagements referred to in Article 2 will be accepted and performed exclusively by De Clercq. None of the partners in De Clercq, the managers of the practice companies or any person working at or on behalf of De Clercq will be bound in their capacity as private individuals.
- De Clercq will comply with Code of Conduct of the Dutch Bar Association [Nederlandse Orde van Advocaten], the Royal Dutch Notarial Society [Koninklijke Notariële Beroepsorganisatie] (referred to collectively hereinafter as “the Code of Conduct”).
Article 4 Fees
- The Client will owe a fee, plus any out-of-pocket expenses, VAT and 6% office expenses, for any engagement performed. The fee will generally be calculated based on the number of hours spent on the engagement, unless the engagement agreement stipulates otherwise (in writing or by e-mail).
- If services are performed over a period lasting longer than one month, fees may be invoiced periodically prior to the termination of the engagement.
- De Clercq may require the client to make an advance payment on the fee, and can suspend performance of the engagement until that advance payment is received. Advance payments will be set off in the final accounting for the engagement. De Clercq may increase the amount of the advance payment at any time.
Article 5 Payment
- Payment must be effected within 14 days of the invoice date without any deduction or set-off being applied and without any suspension being invoked due to an alleged or actual failure on De Clercq’s part. If this term is exceeded, the client will be in default by operation of law and will owe late payment interest equal to the prevailing statutory interest. Moreover, if the payment term is exceeded, the client will be invoiced for the work performed in connection with collecting the invoice amount, at the rate agreed upon for the engagement.
- If De Clercq’s collection measures are taken in respect of a client who is in default, the client will have to pay all court costs and extrajudicial expenses that relate to collecting the claim. The costs will be 20% of the outstanding balance, with a minimum of EUR 125, or the actual costs, whichever amount is higher.
- If the payment term referred to in paragraph 1 is exceeded and with due observance of the Code of Conduct, De Clercq will be entitled to suspend performance of the engagement or – after written demands have been served – to dissolve or terminate the agreement.
- During the course of an engagement, De Clercq will have the discretion to make a reasonable change to the agreed rate and/or fee (e.g., in connection with an increase in the price level). De Clercq will notify the client of any such change that involves an increase other than that pursuant to annual price indexation. The client can object in writing or by e-mail to the price change within a period of fourteen (14) days after being notified of same.
Article 6 Complaints
- Complaints regarding how the case is being handled or the fees being charged in that respect must – in order to mitigate possible loss or harm – be submitted as soon as possible but no later than two (2) months from the time the complaint arose or the invoice was received. Complaints must be submitted either to the person handling the case or to De Clercq’s complaints committee, located at the Office adress.
- De Clercq is bound by the Dutch Legal Services Complaints and Dispute Resolution Rules [Klachten- en Geschillenregeling Advocatuur]. This entails that the Dutch Legal Services Dispute Resolution Committee Scheme [Reglement Geschillencommissie Advocatuur] applies to the legal services rendered by De Clercq and that De Clercq will handle complaints in accordance with this scheme. The Dutch Legal Services Dispute Resolution Committee Scheme can be examined at our offices and will be sent to clients upon request.
Article 7 Retention period
De Clercq must keep the written information that comprises the case file De Clercq keeps on a client’s behalf for a period of at least five (5) years after the case in question is closed.
Article 8 Confidentiality and the Act on the Prevention of Money Laundering and of Terrorist Financing [WFT]
- De Clercq will treat all client information provided to it as strictly confidential, duly observing the confidentiality rules provided in the Code of Conduct.
- De Clercq cannot guarantee such confidentiality to the extent it is violated by the use of certain data carriers, particularly in connection with the risks inherent in the use of e-mail, mobile telephones and faxes.
- Pursuant to the Act on the Prevention of Money Laundering and of Terrorist Financing [Wet WFT], De Clercq is obliged to verify the identity of its clients and possibly to investigate its clients when performing the services set forth in the aforementioned Act. The client is obliged to provide all information requested in order to establish the client’s identity and/or the Ultimate Beneficial Owner (see the Wet WFT), and the performance of the work can be suspended until that information is provided. Moreover, with due observance of the duty of confidentiality referred to in paragraph 1, the Wet WFT obliges De Clercq to report certain “unusual transactions” in the instances set forth in that Act.
Article 9 Liability
- De Clercq maintains sufficient professional liability insurance with a maximum cover of EUR 25,000,000 per instance.
- Any liability on the part of De Clercq for any harm or loss relating to or ensuing from the performance of an engagement will always be limited to the amount it receives from its professional liability insurance (see paragraph 1) in the case in question.
- If the provisions of paragraph 2 of this Article should not apply for any reason whatsoever, then De Clercq’s liability in any such case will be limited to a maximum of the amount of the fee for the engagement to which the harm or loss relates, up to a maximum amount of EUR 100,000.
- Due care will be exercised at all times when engaging the services of third parties. The expenses associated with these third parties will be borne by the client unless otherwise agreed in writing. De Clercq accepts no liability whatsoever for any defects in the performance of such third parties.
- De Clercq will never be liable if and to the extent that the client can recoup the loss or harm referred to in this Article either directly from a third party or from the client’s own insurance company.
- The limitation or exclusion of liability stipulated in this Article will not apply to the extent that the loss or harm in question is the product of an intentional act or omission or deliberate recklessness on the part of De Clercq and/or its supervisors, regardless of whether they hold subordinate positions.
Article 10 Applicable Law
- The agreement between the client and De Clercq is subject to the laws of the Netherlands.
- If the client’s permanent residence is located outside the Netherlands, any disputes will be settled by the competent court in The Hague, the Netherlands.