GENERAL TERMS AND CONDITIONS OF C-LAW B.V.
These are the General Terms and Conditions of C-law B.V., a private limited liability company under Dutch law having its registered and business offices in ’s-Hertogenbosch, recorded in the Trade Register of the Chamber of Commerce under number 58727299.
These General Terms and Conditions have been filed with the Chamber of Commerce in ’s- Hertogenbosch and are also available for perusal on this website: www.c-law.nl.
1. These General Terms and Conditions apply to all services provided by C-law B.V.
2. Requests for the provision of services are accepted by C-law B.V. exclusively. In derogation from Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code, therefore, no lawyer, consult- ant, employee or other person working for C-law B.V. will be personally bound or liable, even if a service of C-Law B.V. is retained with the intention of having a particular person perform that service.
3. The applicability of the Client's general terms and conditions of purchase or otherwise is hereby expressly excluded.
4. The invalidity or unenforceability of any provision hereof will not affect the validity or enforce- ability of any of the other provisions. If such an event arises, the parties agree to negotiate in good faith to have the invalid or unenforceable provision replaced in a manner that does justice to the purpose and intent of the invalid or unenforceable provision.
5. Amendments or additions to these General Terms and Conditions or any contract governed by them are valid only if agreed in writing.
6. The Client guarantees that C-law B.V. will be given all information and all documentation which the Client knows, or should reasonably know, is or may be pertinent to a proper perfor- mance of the service requested. The Client also warrants that the information and documenta- tion provided are correct.
7. The Client accepts that C-law B.V. is required to comply with all applicable legislation when providing its service, including the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financiering van terrorisme) and the Professional Rules of Conduct.
8. C-law B.V. has the right and power to outsource the provision of services, or any part thereof, to a third party and C-law B.V. has the authority to accept for and on behalf of the Client all terms and conditions stipulated by or governing the relationship with the relevant third party.
9. C-law B.V. only accepts obligations to use its best efforts, but never guarantees a specific result.
10. Unless expressly provided otherwise in writing, the fees due and payable to C-law B.V. are calculated by multiplying the number of hours worked for a Client by the applicable hourly rate. The hourly rate is determined by considering the experience of the lawyer or lawyers handling the case, the nature of the case, and the interest involved. Hourly rates are adjusted periodi- cally, generally once every calendar year.
11. Unless expressly provided otherwise, all fees and rates stated in quotations and service order confirmations are exclusive of VAT, travel and accommodation expenses, charges, court fees and the costs of third parties who may be retained by C-law B.V., such as bailiffs and lawyers abroad.
12. C-law B.V. may at all times charge its Clients an upfront retainer and/or demand security for payment of the amounts due to it and may suspend performance of its obligations until such time as the Client has paid the retainer or provided the security requested. If the Client defaults on its obligation to pay the retainer or provide the security requested, C-law B.V. may rescind the contract. The Client will have to compensate for C-law B.V. for any and all loss and damage arising from any such suspension and/or rescission. C-law B.V. generally bills Clients in arrears on a monthly cycle.
13. Bills must be paid within fourteen days of the billing date, failing which the Client will be in default by operation of law. No Client has a right to suspend or set off payments.
14. Amounts due to C-law B.V. by a Client will become immediately payable on demand upon the occurrence of an event of default by the Client, upon a change of control in the Client - whether by means of a change of directors, a transfer of shares or otherwise - or if the Client ceases or transfers its undertaking in full or in part, or is declared bankrupt or applies for a suspension of payments, or if the Client is placed under supervision under the Dutch Debt Management (Natural Persons) Act (Wet Schuldsanering Natuurlijke Personen) or is the subject of an application for a guardianship order, or if any or all of the Client's assets are seized or attached, or if an order is made for the administration of the Client's assets or part thereof, or if the Client otherwise loses the power to manage and/or control all or part of its assets, or if a Client operating as a general partnership or private limited liability company is wound up or dissolved.
15. Without prejudice to the exonerations laid down in these General Terms and Conditions, C-law B.V.'s liability to its Clients for breaches of contract (toerekenbaar tekortschieten), torts (onrechtmatig handelen) or other events is limited to the amount paid out in the relevant instance by C-law B.V.'s liability insurer, increased by the amount of the deductible. As is customary in Dutch legal practice, C-law B.V. has purchased liability insurance at standard rates and on standard conditions. A copy of the insurance policy will be provided on request.
16. If C-law B.V.'s liability insurance does not permit a claim for insurance cover in a specific case for whatever reason or if the loss or damage in question is not covered by the insurance, C-law B.V.'s liability will be limited to the fees billed by C-law B.V. to the Client for the case in question during the last 12 months.
17. C-law B.V. is in no event liable for any consequential or indirect damage or for loss of profits.
18. Claims for damages against C-law B.V., except where acknowledged, expire upon the mere lapse of a time period of six months after the Client has discovered, or should reasonably have discovered the damage.
19. Without prejudice to the exonerations laid down elsewhere in these General Terms and Conditions, C-law B.V. is not liable for any loss or damage: (a) caused by third parties involved in the service provision, unless any such third parties were retained by C-law B.V. and the Client can prove that C-law B.V. failed to observe due care in selecting the third party concerned; (b) which is the result of incorrect or incomplete information furnished to C-law B.V., unless the inaccuracy or information gap should have been obvious to C-law B.V. and C-law B.V. failed to inform the Client of the inaccuracy or missing information; (c) which is the result of data loss or damage caused during transmission; (d) arising from any unauthorised access by third parties to information on the relevant case or Client; (e) not reported within two months of the date on which Client discovered or should reasonably have discovered the event of loss or damage. The Client indemnifies and holds C-law B.V. harmless from any and all third-party claims for dam- ages arising from the performance of services for the Client, to the extent that C-law B.V. is not liable under the provisions of this Clause.
20. Notwithstanding the foregoing, any provisions on which third parties may rely vis- -vis C-law B.V. in limiting or excluding their liability or establishing a case of liability may also be relied on by C-law B.V. against its Clients. If and when C-law B.V. has retained third parties to perform its service for a Client, the Client cannot assert any claim against C-law B.V. in excess of the claim which C-law B.V. may have against any such third parties.
21. Any and all contracts governed by these General Terms and Conditions and any and all disputes arising thereunder are governed by Dutch law. A Company Settlement Scheme for the Legal Profession (Kantoorklachtenregeling Advocatuur) applies to the services provided.
22. Disputes must be submitted to the competent court in ‘s-Hertogenbosch, except that C-law B.V. may also choose to submit a dispute to the court of the place where its Client or one of its Clients is located.