GENERAL TERMS AND CONDITIONS OF REIJNDERS ADVOCATEN
ARTICLE 1 - DEFINITIONS
In these conditions, the following terms have the meanings referred to:
• Reijnders Advocaten: the private limited company to civil law, Reijnders Advocaten B.V..
• Principal: the natural person or legal entity that has commissioned Reijnders Advocaten to carry out work.
• Professional: the natural person, employed or engaged in some other way by Reijnders Advocaten, who carries out the commissioned work for Reijnders Advocaten.
• Documents: all items made available by the Principal to reijnders advocaten, including documents or data carriers and all items produced within the framework of the execution of the assignment by Reijnders Advocaten.
ARTICLE 2 - APPLICABILITY AND AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS
These general terms and conditions apply to all legal relationships between Reijnders Advocaten and the Principal. Amendments to these conditions must be explicitly confirmed by both parties in writing.
The Principal can only invoke an amendment or lapsing of one or more general terms and conditions, if the approval of Reijnders Advocaten therewith is explicitly shown in writing.
ARTICLE 3 - COMMISSIONEE, TERMINATION
1. Reijnders Advocaten is the only contractual other party vis-à-vis the Principal in (an) agreement(s) entered into with the Principal.
2. In the event of a contractual relationship between the Principal and reijnders advocaten, which relationship does not end with the execution of a particular assignment, but which is entered into for an indefinite term, any of the parties can terminate the contractual relationship in writing with due regard for a reasonable notice period .
ARTICLE 4 - ASSIGNMENT, PROVISION OF INFORMATION BY THE PRINCIPAL
1. The Principal is obliged to make available all information which reijnders advocaten indicates that it needs in order to execute the assignment conferred on it correctly and/or with regard to which the Principal knows or can reasonably be expected to know that Reijnders Advocaten needs that information in order to execute the assignment conferred on it correctly, in the form, quantity and manner desired by Reijnders Advocaten and also on time so that Reijnders Advocaten can execute the assignment without delay. The Principal is also obliged to issue Reijnders Advocaten all the information and documents which Reijnders Advocaten needs to fulfil general regulations concerning the execution of its business activities, for example the regulations of the Money Laundering and Terrorist Financing Act [Wet ter voorkoming van witwassen en financieren van terrorisme] (Wwft).
2. In so far as the content or nature of the assignment does not clearly imply otherwise, the Principal vouches vis-à-vis Reijnders Advocaten for the correctness, completeness and reliability of the information made available to Reijnders Advocaten, even if this information has come from a third party. Unless the content of the assignment implies otherwise, Reijnders Advocaten is not obliged to carry out a specific investigation into the correctness and completeness of the information issued by the Principal.
3. If facts or circumstances occur which the Principal knows or could reasonably be expected to know, are (possibly) important to the execution by Reijnders Advocaten of the assignment, the Principal will immediately inform Reijnders Advocaten of said facts and circumstances.
4. If the Principal fails - other than due to actions by reijnders advocaten – to fulfil the obligations referred to in Paragraphs 1 to 3 and if this results in extra costs and work for reijnders advocaten or if damage occurs in some other way, the Principal will be obliged to reimburse those costs, extra work and damage to reijnders advocaten.
5. If and in so far as the Principal requests such, the documents made available to Reijnders Advocaten will be returned to Principal.
6. Any extra costs resulting from a delay in the execution of the assignment and extra fees which have arisen due to failure to make requested information and documents available or failure to do so on time or properly, are for the Principals account.
ARTICLE 5 - EXECUTION OF THE ASSIGNMENT
1. Assignments are to be executed to the level of quality that can be expected from a reasonably competent and carefully acting professional. However, Reijnders Advocaten does not guarantee that an assignment will achieve a certain result. The Principal shall respect that Reijnders Advocaten must observe the rules of conduct that apply to attorneys-at-law in the Netherlands during the execution of the assignment.
2. Unless explicitly agreed otherwise in writing, reijnders advocaten may have the assignment carried out by (a) different person(s) employed by or on behalf of Reijnders Advocaten, than the person with a view to whom the Principal might have issued the assignment.
3. In the event the person(s) with a view to whom the Principal might have issued the assignment or who is/are carrying out the assignment become temporarily or permanently unavailable, the assignment does not end. Nevertheless, Reijnders Advocaten will take into account, as much as is reasonably possible, the Principal's wishes regarding the person(s) involved in the execution of an assignment.
4. The execution of the assignment can be assigned wholly or partially to a third party, but only after agreement on the matter has been reached between the Principal and Reijnders Advocaten.
In the event of an assignment of which the constituting activities are clearly outlined beforehand, Reijnders Advocaten will not perform additional work nor charge additional work to the Principal until after agreement on the matter has been reached with the Principal.
ARTICLE 6 - DEADLINES
1. If the Principal owes an advance payment or if they need to make information and/or documents available for the execution of the assignment, the period within which the work has to be completed will not start until after full payment has been received or until all the information and/or documents have been made available.
2. Unless explicitly agreed otherwise, deadlines for carrying out the work are only indicative. Unless (further) execution of the assignment is unquestionably impossible, reijnders advocaten will only default by missing a deadline if, after missing the deadline, Reijnders Advocaten has been sent a written notification stipulating a reasonable period for executing and completing the work, and the work has not been completed by the end of the reasonable period due to circumstances attributable to Reijnders Advocaten.
ARTICLE 7 - CONFIDENTIALITY
1. Unless it has a statutory professional obligation to notify, for example on the grounds of the Wwft, Reijnders Advocaten is obliged to observe secrecy vis-à-vis third parties. The obligation to observe secrecy referred to above does not apply with regard to insurer(s) of Principal or Reijnders Advocaten or external legal advisors, provided that they in turn guarantee confidentiality.
2. The provisions of Paragraph 1 do not apply in the event that Reijnders Advocaten or a professional is a defendant in disciplinary, civil or criminal proceedings, or in proceedings relating to the imposition of sanctions pursuant to administrative law, for which these documents may be of interest.
3. Reijnders Advocaten is entitled to use numerical outcomes acquired by processing data for statistical or comparative purposes, provided the outcomes cannot be traced back to individual Principals.
4. Reijnders Advocaten will impose the obligations referred to Paragraphs 1, 2 and 3 of this article on those that it may involve in the execution of an assignment.
5. Unless Reijnders Advocaten has granted appropriate prior written permission, the Principal will not publish the content of notifications, correspondence, reports, advice or other communications, whether written or otherwise, by Reijnders Advocaten, which have not been drawn up, given or made with the intention of providing third parties with the information contained therein. The Principal will also ensure that third parties shall not have access to the content of the communications referred to in the previous sentence.
Article 8 - INTELLECTUAL PROPERTY
1. Reijnders Advocaten reserves all intellectual property rights regarding products of the mind which it creates or has created within the framework of the execution of the Principals assignment, in so far as these intellectual property rights arise from law.
2. The Principal is explicitly forbidden to copy, publish or exploit products of the mind, including methods of working, advice, (model) contracts and other products of Reijnders Advocaten, such in the widest sense of the word, either through the engagement of third parties or otherwise.
3. The Principal is not permitted to make products of Reijnders Advocaten or any resources relating to those products available to third parties, unless it is to obtain an expert opinion regarding the work of Reijnders Advocaten.
ARTICLE 9 - FEE
1. Unless explicitly agreed otherwise, the work carried out will be charged at the set rate at reijnders advocaten for said work at the time that said work is carried out. The payability of the fee does not depend on whether the assignment has fully achieved the intended result.
2. Reijnders Advocaten is always entitled to charge the Principal for one or more advances, even if such is not referred to in an offer or order confirmation.
3. If, after the assignment was given, but before the assignment has been completed, wages and/or prices change, Reijnders Advocaten is entitled to adapt the agreed fee accordingly, unless the Principal and reijnders advocaten have made other agreements on the matter.
4. That which the Principal owes to reijnders advocaten (such as fees, expenses, invoices from engaged third parties et cetera) will be charged to the Principal, at the discretion of Reijnders Advocaten, every 2 weeks, per month, per quarter or after completion of the work, unless the principal and Reijnders Advocaten have made other agreements on the matter. If turnover tax (VAT) has to be charged, the turnover tax will be mentioned separately on the invoice.
ARTICLE 10 - PAYMENT
1. Payment of that which the Principal owes to reijnders advocaten must be made in Euros, without deduction, discount or set-off, through the crediting of the amount owed to a bank account indicated by Reijnders Advocaten, unless agreed otherwise. If no other term for payment has been agreed, payment must take place within fourteen days after the date of the invoice.
2. In the event of late payment, interest will be payable over the outstanding amount of 1% per month, with part of the month counting as a full month. In addition, any costs incurred by Reijnders Advocaten, whether judicial or extrajudicial, to collect the amount which the Principal has wrongly failed to pay, are for the Principal's account. Moreover, Reijnders Advocaten is authorised to suspend all work for the Principal, including the provision of information to the Principal, as long as the full amount has not been received.
3. If, in the opinion of Reijnders Advocaten, the Principal's financial position or payment behaviour gives cause to do so, Reijnders Advocaten will be entitled to demand of the Principal that it immediately provides (additional) security for payment in a form to be determined by Reijnders Advocaten. If the Principal fails to provide the demanded security, Reijnders Advocaten will be entitled, without prejudice to its other rights, to immediately suspend the further execution of the assignment and all that the Principal owes Reijnders Advocaten, on whatever legal grounds, will be immediately due and payable.
4. In the event of a jointly issued assignment, the Principals are jointly and severally bound for payment of the invoice amount.
ARTICLE 11 – COMPLAINTS AND DISPUTES
1. The services of Reijnders Advocaten are subject to the “Geschillenregeling Advocatuur” (Dispute Settlement Rules regarding Dutch attorneys-at-law).
2. If the Principal is unsatisfied with the quality of services rendered by Reijnders Advocaten or disagrees with the sum of fees charged, the Principal may issue a complaint, either to their own attorney, or to the complaints officer. Our complaints officer is: O.J.W. Reijnders, LLM.
3. The internal procedure at reijnders advocaten for handling complaints is published (in Dutch) on our website: www.reijnders‑advocaten.nl/nl/klachtenregeling.
4. The Principal must issue their complaint in writing to their own attorney or to the complaints officer, within three months after their discovery or the reasonable possibility of discovery of the act or omission giving rise to the complaint.
5. The attorney and/or the complaints officer shall contact the Principal to discuss the validity and the options for resolution of the complaint without undue delay. The attorney or the complaints officer will provide the Principal with a written proposition for resolution of the complaint, within four weeks at the latest.
6. If the proposed resolution as referred to in the previous sentence fails to resolve the Principals complaint, or if Reijnders Advocaten fails to make a proposition within four weeks after the complaint was issued in writing, the Principal may file their complaint with the ‘Geschillencommissie Advocatuur’ (Board for Dispute Settlement regarding Dutch Attorneys-at-law). The complaint can be filed with the Geschillencommissie Advocatuur no sooner than four weeks and no later than twelve months after issuing the written complaint to Reijnders Advocaten in the manner described in paragraph 2 of this article.
7. Disputes between the Principal and Reijnders Advocaten about the sum of charged fees and/or liability for damages no higher than ten thousand euros, shall be settled exclusively by the Geschillencommissie Advocatuur. A hearing (‘mondelinge behandeling’) regarding a dispute brought before the Geschillencommissie Advocatuur shall be conducted in Eindhoven, or in the venue for hearings used by the Geschillencommissie Advocatuur that is closest to Eindhoven.
8. Complaints as referred to in this article do not afford the Principal the right to defer payment to Reijnders Advocaten.
ARTICLE 12 - LIABILITY FOR DAMAGE
1. If Reijnders Advocaten is obliged vis-à-vis the Principal to refund damages the Principal has suffered, Reijnders Advocaten is obliged to compensate the damage to a maximum amount of three times the remuneration, excluding turnover tax, which the Principal owes or would have owed for those (partial) assignment(s) of which the work was part which resulted in the damage. In the event that the liability for the damage is covered by an insurance, the liability of Reijnders Advocaten will not, in any event, be higher than the payment acquired via the insurance, plus the amount of the deductible excess of Reijnders Advocaten via the insurance in question.
2. Reijnders Advocaten is not obliged to compensate damage:
a. which was caused by third parties that are involved in the execution of an assignment issued to Reijnders Advocaten, except in the case of a third party that, on the initiative of Reijnders Advocaten, is involved in the execution of the assignment and the Principal demonstrates that Reijnders Advocaten has not acted carefully with regard to selecting the third party;
b. which is the consequence of incorrect or incomplete information provided by the Principal or a third party, unless the incorrectness or incompleteness should have been perfectly clear to Reijnders Advocaten and Reijnders Advocaten has failed to inform the Principal of said incorrectness or incompleteness;
c. which is the consequence of damage to or loss of, information during the transportation of information by post or some other means, between Reijnders Advocaten and the Principal or between one of them and third parties;
d. which arises due to third parties gaining unauthorised access to information concerning the Principal, for example through the interception of e-mail messages or other forms of electronic information transfer or by hacking into computer systems;
e. which has not been reported in writing within three months after the Principal has discovered or reasonably could have been expected to discover the existence of damage and/or the possible creation of (additional) damage and, in any event, if the damage has not been reported in writing within one year of the action or omission that caused the damage.
3. Reijnders Advocaten can also invoke the provisions of Paragraphs 1 and 2 vis-à-vis the Principal if the Principal exercises a claim for damage which has passed to it from a third party or which belongs to said third party and which relates to damage resulting from an occurrence for which Reijnders Advocaten is legally liable.
4. The provisions of Paragraphs 1, 2 and 3 can also be invoked by professionals, the legal entities engaged by these professionals in connection with their activities for Reijnders Advocaten and any other people involved in the execution of assignments issued by Reijnders Advocaten.
5. The limitations of liability included in Paragraphs 1 and 2 of this article do not apply to reijnders advocaten itself or the professionals if they can be blamed for intent or deliberate recklessness in relation to the creation the damage.
ARTICLE 13 - INDEMNIFICATION
1. The Principal indemnifies Reijnders Advocaten against third party claims for compensation which are related to an occurrence for which Reijnders Advocaten can be held liable vis-à-vis the Principal, at least in so far as Reijnders Advocaten has to pay said third party a greater amount than it would
have to pay the Principal in the event that it had submitted the claim for compensation to Reijnders Advocaten itself. The indemnification also concerns the costs of conducting a defence against such claims.
2. In the event that the third party submits a claim for compensation to a professional, the legal entity engaged by this professional in connection with its activities for Reijnders Advocaten and/or any other assisting party involved in the execution of an assignment issued by the Principal to Reijnders Advocaten, in connection with an occurrence for which reijnders advocaten can be held liable vis-à-vis Principal, the Principal fully indemnifies each of them against this claim for compensation, including the costs related to conducting a defence against this claim for compensation.
ARTICLE 14 - FINAL STIPULATIONS
1. A professional is not a third party as referred to in these general terms and conditions.
2. All legal relationships between the Principal and Reijnders Advocaten are exclusively subject to Dutch law.
3. All disputes between the Principal and Reijnders Advocaten that are not subject to settlement by the Geschillencommissie Advocatuur, are to be exclusively settled by the competent Dutch civil court belonging to the geographical region of the Netherlands in which Reijnders Advocaten has its office.
4. The provisions of Paragraphs 2 and 3 also apply to any legal relationships and disputes between the Principal and a professional, a legal entity engaged by the professional in connection with its activities for Reijnders Advocaten and/or any other assisting party involved in the execution of an assignment issued by the Principal to Reijnders Advocaten.