Article 1 General
De Clercq advocaten notariaat is a partnership of private companies with limited liability, which act collectively under the name “De Clercq advocaten notariaat” ( “De Clercq”).
Article 2 Applicability
These generaltTerms and conditions (“GTC”) apply to all engagements (in the broadest sense of the term) undertaken by De Clercq and/or its individual partners or managers of its partners and/or any person working at or on behalf of De Clercq.
Article 3 Engagements
- All engagements referred to in Article 2 will be accepted and performed exclusively by De Clercq excluding provisions of Sections 7:404 and 7:407(2) of the Dutch Civil Code (“BW”), None of the partners of De Clercq, their managers or any person working at or on behalf of De Clercq will be bound in their capacity as private individuals. In the performance of professional services, all such persons act on account of and for the risk and benefit of De Clercq.
- Without prejudice to section 3(1) of these GTC, all individuals mentioned in that section are third party beneficiaries to the GTC and other provisions of the engagement between De Clercq and its clients and will be entitled to invoke any arrangement excluding or limiting personal liability to the extent legally possible.
- De Clercq will comply with all applicable legislation and regulations, including without limitation, to the extent applicable to the individuals performing the services, the Code of Conduct of the Dutch Bar Association [Nederlandse Orde van Advocaten] and the Royal Dutch Notarial Society [Koninklijke Notariële Beroepsorganisatie] (referred to collectively as “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 performance of the services exceeds one month, fees may be invoiced periodically.
- 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.
- During an engagement, De Clercq will have the discretion to periodically adjust agreed rates and/or fee within reasonable margins (e.g., in connection with an increase in the price levels or inflation).
Article 5 Payment
- Payment of invoices must be effected within 14 days of the invoice date without any deduction, suspension or set-off . 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 any efforts in connection with debt collection at the rate agreed upon.
- If De Clercq’s debt collection efforts 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 extrajudicial costs and expenses will be set at 20% of the outstanding balance, with a minimum of EUR 125,–, or the actual costs and expenses, if these exceed 20% of the outstanding balance or EUR 125,–. If the client is a consumer, i.e. not acting in the course of a business or profession, the client is obliged to pay extrajudicial collection costs calculated in accordance with the Act on the Standardisation of Extrajudicial Collection Costs (Wet ter normering buitengerechtelijke incassokosten) as a percentage of the principal amount and with a minimum rate of € 40,–.
- If the payment term referred to in Section 5(1) of the GTC 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. The client will bear any charges resulting from such delays in performance of the services.
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.
- The Dutch Legal Services Complaints and Dispute Resolution Rules Notaries [Klachten- en Geschillenregeling Notariaat] applies to the notarial services rendered by De Clercq. The Dutch Legal Services Dispute Resolution Rules Notaries 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 ten (10) years after the case in question is closed.
Article 8 Confidentiality and the Act on the Prevention of Money Laundering and of Terrorist Financing [WWFT]
- De Clercq will treat all client information provided to it as strictly confidential, duly observing the confidentiality rules provided by law and 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 [WWFT], 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 WWFT), 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 WWFT 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 damages and costs relating to the performance of an engagement will always be limited to the amount De Clercq receives from its professional indemnity insurance (see paragraph 1) in relation to such claim.
- If the professional indemnity insurance provider does not cover a claim as intended under Section 9(2) of the GTC, De Clercq’s liability will never exceed the lower of the fee for the relevant engagement to which the harm or loss relates or EUR 100,000.–. The client is entitled to claim this limited amount from De Clercq only.
- Any action for damages against employees or directors of the practices with legal personality in which certain partners perform their work is excluded. This third-party clause has been stipulated for the benefit of the persons mentioned who will be able to rely on this provision at all times.
- 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, professional mistakes or omissions in the performance of such third parties.
- De Clercq will not be liable in the event or to the extent that the client can recoup damages or costs 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 caused by willful misconduct or comparable instance of gross negligence (opzet of bewuste roekeloosheid) of De Clercq.
Article 10 Privacy
When providing our professional services, De Clercq may process personal data. De Clercq is a data controller for these processing operations. De Clercq has a privacy statement in which we explain how we process personal data. Please consult our privacy statement on our website www.declercq.com or by clicking here.
Article 11 Applicable Law
- The relationship between the client and De Clercq and any claims resulting from the engagement, the performance of services by De Clercq (including without limitations any alleged omissions or professional mistakes) or the relationship between De Clercq and the client will be subject to the laws of the Netherlands exclusively without prejudice to the legal grounds of complaints or litigation(breach of contract, tort or otherwise).
- Without prejudice to Article 6 and the competence relating to disciplinary proceedings, any legal disputes will be adjudicated exclusively by the competent court in The Hague, The Netherlands, subject to appeal and appeal in cassation in accordance with the Act on Civil Procedural Law of The Netherlands.