APRIL 2020
Article 1.
Law&Pepper Advocaten B.V. (“Law&Pepper”) is a limited liability company according to Dutch law. “Persons affiliated with Law&Pepper” are understood to mean the persons who work for it (whether or not on the basis of an employment contract), the advisors, partners and shareholders of Law&Pepper. An overview of the partners and lawyers of Law&Pepper is published on the website of Law&Pepper (www.lawandpepper.com).
Article 2.1.
These General Terms and Conditions (“General Terms and Conditions”) will apply to any assignment given to Law&Pepper, including any follow-up assignments, additional and/or new assignments, as well as to all legal relationships as a result thereof or in connection therewith.
Article 2.2.
The General Terms and Conditions are also stipulated for the benefit of persons and their employees, advisors, partners and shareholders who are or were formerly affiliated with VMBS, as well as for any third party who, whether or not on the basis of an employment contract, is engaged by Law&Pepper in the performance of any assignment or who is or may be liable in that respect, as well as for all respective legal successors (“third-party clause”).
Article 2.3.
The applicability of any general terms and conditions of the client is explicitly and unequivocally rejected.
Article 3.
Any assignment is deemed to have been given solely to Law&Pepper and not to any person affiliated with Law&Pepper. This also applies if it is the parties’ intention for an assignment be performed by a specific person affiliated with Law&Pepper. The scope of Section 7:404 and Section 7:407 subsection 2 of the Dutch Civil Code is excluded. In derogation from the provisions of Section 7:409 of the Dutch Civil Code, the persons affiliated with Law&Pepper are not personally bound or liable and the assignment does not end with their death, even if the assignment was given with a specific person in mind.
Article 4.1.
Assignments come about after Law&Pepper has accepted the assignment in writing and the engagement letter and the General Terms and Conditions have been signed by the client for approval and have been returned to Law&Pepper, or if a start has been made with the performance of the assignment. If Law&Pepper and the client have agreed that an advance payment must be made before the start of the assignment within the meaning of Article 4.2 of these General Terms and Conditions, Law&Pepper will not be obliged to perform the activities until after the advance payment has actually been received in its designated bank account.
Article 4.2.
Law&Pepper at all times reserves the right:
a. to accept assignments only on the basis of advance payment; or
b. to only continue the performance of assignments already accepted after payment of an advance to cover any future fees and disbursements.
Article 4.3.
Should any advance payment remain after the performance of the assignment and after setoff, Law&Pepper will refund this remaining amount to the client.
Article 5.
On the basis of the applicable regulations (including the Dutch Money Laundering and Terrorist Financing (Prevention) Act), Law&Pepper is obliged to verify the identity of the client and in certain circumstances to report unusual transactions to the authorities.
Article 6.
The client grants permission, whether or not in connection with the assignment, for the processing of personal and other data within the organisation of Law&Pepper and for bringing them to the knowledge of persons affiliated with Law&Pepper to whom taking note of such data is useful in connection with the handling of the assignment or customer relationship management. The client also grants permission to make use of all means of communication customary at that time, in particular the internet and e-mail.
Article 7.
The performance of an assignment takes place solely for the benefit of the client. Third parties cannot derive any rights from the contents and/or results of the activities performed and/or the manner in which the assignment was or was not performed, even if they may be regarded as parties having a direct or indirect interest in the outcome of the activities. Law&Pepper does not accept any liability towards third parties for activities performed for the benefit of a client.
Article 8.1.
For the purpose of the performance of the assignment, Law&Pepper is authorised to engage the services of third parties and to accept any conditions on the client’s behalf, including limitations of liability of third parties. Law&Pepper is not liable for any mistakes, shortcomings and/or unlawful acts by these third parties. Law&Pepper will be allowed to invoke these conditions vis-à-vis the client if it concerns the performance of the assignment by the third party. The client indemnifies Law&Pepper and the persons affiliated with Law&Pepper against all third-party claims that are related in any way to or result from the assignment given to and accepted by Law&Pepper and/or the activities that have been performed for the client. This indemnification also includes the costs of legal assistance.
Article 8.2.
When selecting and engaging the services of third parties, Law&Pepper will as much as possible consult with the client in advance and exercise due care.
Article 8.3.
The client hereby gives Law&Pepper permission to provide to third parties any information that is relevant to these third parties for the performance of the assignment.
Article 8.4.
Law&Pepper excludes any liability, also for the benefit of Stichting Beheer Derdengelden Law&Pepper-Advocaten (foundation for the management of clients’ funds), which is the result of or is in any way related to the insolvency of these third parties or any other failure to fulfil their obligations.
Article 9.
Stichting Beheer Derdengelden Law&Pepper-Advocaten, which is affiliated with Law&Pepper, is authorised to retain clients’ funds in the context of the performance of an assignment. Law&Pepper and Stichting Beheer Derdengelden Law&Pepper-Advocaten will deposit these funds with a bank chosen by Law&Pepper. Law&Pepper and Stichting Beheer Derdengelden Law&Pepper-Advocaten will not be liable if this bank fails to fulfil its obligations. The client indemnifies Law&Pepper, the persons affiliated with Law&Pepper and Stichting Beheer Derdengelden Law&Pepper-Advocaten against all claims arising from or connected with any insolvency or failure to fulfil its obligations of the bank or financial institution where the clients’ funds have been deposited.
Article 10.1.
Any liability of Law&Pepper and the persons affiliated with Law&Pepper, its employees, advisors, partners and shareholders arising from or in connection with the performance of an assignment is limited to the maximum amount paid out in that specific case under Law&Pepper’s professional liability insurance, increased by the applicable excess (eigen risico). The contents and the conditions of this insurance policy are in accordance with the requirements set for them by the Netherlands Bar Association.
Article 10.2.
In the event that, for any reason whatsoever, liability is not covered by the above insurance policy or payment is not made under the insurance, the liability of Law&Pepper will be limited to no more than twice the fee charged by Law&Pepper and paid by the client in the case concerned, up to a maximum of EUR 50,000.
Article 10.3.
Claims in connection with the alleged liability of Law&Pepper must be submitted as soon as possible in writing and supported by reasons. Any claim for compensation will expire twelve (12) months after the day on which the client became aware of the loss and Law&Pepper’s liability in that respect.
Article 11.
Liability for indirect loss or consequential loss is excluded in all circumstances.
Article 12.1.
The fee will be calculated based on the number of hours worked multiplied by the applicable hourly rate, to be increased by turnover tax (or by a surcharge or comparable increase that a client, payer or Law&Pepper is obliged to pay on the basis of applicable regulations).
Article 12.2.
The disbursements paid by Law&Pepper for the client’s benefit will be charged separately, plus turnover tax if such is due on the disbursements.
Article 12.3.
Disbursements are expenses incurred for the client’s benefit, such as court fees, travel and accommodation expenses, costs of an expert, bailiff’s costs, costs of extracts, courier costs, translation costs, etc.
Article 13.
Unless otherwise agreed, the activities and disbursements will be charged to the client on a monthly basis subject to a payment term of 14 days following the invoice date, after which invoices are immediately due and payable. Setoff and suspension by the client are explicitly excluded. The invoices must be paid by the client without any discount and without any reliance upon suspension and/or setoff. Objections on the part of the client should be communicated to Law&Pepper in writing as soon as possible, stating reasons, but no later than 15 days after the invoice date, together with payment of the uncontested part of the invoice. If payment is not made in time, the client will owe statutory interest on the amount due to Law&Pepper and all judicial and extrajudicial costs with respect to collection of the invoice will be payable by the client.
Article 14.
Law&Pepper is in any event authorised to suspend or discontinue the activities assigned to it if invoices older than 60 days have not been paid, if advance bills or interim invoices have not been paid, if the credit risk with respect to a client is estimated to be too high or if the continuity of a client’s business operations is insufficiently certain. In the case of a suspension or discontinuation of its activities, Law&Pepper will inform the client of it in writing. Law&Pepper is not liable for loss arising as a result of suspension or discontinuation of its activities for this reason.
Article 15.
After the case has ended, all original documents in the file that originate from the client will be returned to the client, after which the remaining file will be kept for the term prescribed by law. After that period, Law&Pepper will be entitled to destroy the file.
Article 16.
The complaints procedure of Law&Pepper Advocaten B.V. applies to the services of Law&Pepper. Law&Pepperwill provide a copy on request. This complaints procedure has been published on the website of Law&Pepper (www.lawandpepper.com).
Article 17.
The relationship between Law&Pepper and its client, including any claim for liability, will be governed by Dutch law. Only the District Court of Oost-Brabant will be authorised to take cognisance of any disputes between Law&Pepperand a client in the first instance, without prejudice to Law&Pepper’s authority to submit a dispute to any other competent court.
Article 18.
These General Terms and Conditions are available in Dutch, English, German and French. In the event of any dispute about the contents and/or purport and/or interpretation of the General Terms and Conditions, only the Dutch text will be binding.
Law&Pepper Advocaten B.V. has its registered office in Eindhoven and is listed in the trade register in the Netherlands under number 17215745. The General Terms and Conditions were filed with the Registry of the District Court of Oost-Brabant under registration number 16/14 in April 2016 and can be consulted on the website of Law&Pepper Advocaten: www.lawandpepper.com.