General Terms and Conditions

Article 1 Definitions

In these general terms and conditions, the following definitions apply:

1. Law & More: the private limited company Law & More B.V., having its registered office in Eindhoven, registered with the Dutch Chamber of Commerce under number 27313406, including its directors, shareholders, lawyers, employees, successors in title and affiliated companies and foundations, including in particular the Foundation for the Management of Third-Party Funds of Law & More (Stichting Beheer Derdengelden Law & More);
2. client: the natural or legal person who gives an engagement to Law & More, or on whose behalf the work is carried out;
3. engagement: every contract for services within the meaning of article 7:400 of the Dutch Civil Code that is intended to result in work being carried out by or on behalf of Law & More;
4. work: all activities carried out or to be carried out by or on behalf of Law & More in connection with the engagement, including advice, litigation, negotiation, mediation, drafting of contracts and related services;
5. firm complaints procedure: the firm complaints procedure of Law & More, as published on lawandmore.nl and declared applicable to every engagement.

Article 2 Applicability

These general terms and conditions apply to all engagements given by the client, to all additional and follow-up engagements, to all pre-contractual and non-contractual legal relationships with the client and to any legal relationship arising from or in connection therewith, unless expressly agreed otherwise in writing before the engagement is concluded.

The applicability of any general purchasing terms or other general terms and conditions of the client is expressly excluded, regardless of when and how they are brought to the attention of Law & More.

If any provision of these general terms and conditions proves to be void or voidable, the remaining provisions will remain in full force and effect. In that case, Law & More and the client will consult with each other in order to agree on a replacement provision that approximates the intent of the original provision as closely as possible.

Article 3 Conclusion and performance of the engagement

All engagements are accepted and performed exclusively by Law & More, even if it is the express or implied intention of the client that the engagement is to be performed by a specific person. The operation of article 7:404 of the Dutch Civil Code, which provides a regime for that last-mentioned situation, and the operation of article 7:407 paragraph 2 of the Dutch Civil Code, which establishes joint and several liability for situations in which an engagement is given to two or more persons, are expressly excluded.

Law & More performs every engagement in accordance with the rules and regulations applicable to lawyers, including the Dutch Act on Advocates (Advocatenwet), the Regulations of the Netherlands Bar (Verordening op de advocatuur), the rules of conduct of the Netherlands Bar and the applicable regulations and guidelines.

Law & More will use its best endeavours to perform the engagement to the best of its ability. All engagements constitute obligations to use best endeavours and not obligations to achieve a particular result. Any time limits indicated by Law & More are indicative and do not constitute strict deadlines, unless expressly agreed otherwise in writing.

Article 4 Engagement of third parties

If, in the opinion of Law & More, this is necessary or desirable in the context of the engagement, Law & More may engage third parties, such as bailiffs, translators, lawyers in other jurisdictions, accountants, tax advisers, experts, couriers or IT service providers. In doing so, Law & More will exercise due care and, where possible, consult with the client in advance.

Law & More is not liable towards the client for any failure, tort or other conduct of any kind whatsoever of third parties engaged by it, regardless of whether such third parties have been engaged on behalf of the client or on behalf of Law & More.

Law & More is entitled, without prior consultation with the client and also on behalf of the client, to accept any limitations of liability used by such third parties. The client expressly indemnifies Law & More against claims of third parties arising from or in connection with the engagement of such third parties.

Article 5 Fees and disbursements

For the performance of the engagement, the client owes Law & More a fee, plus disbursements, any office costs and the applicable value added tax.

Unless agreed otherwise in writing, Law & More works exclusively on the basis of an hourly rate. The fee is calculated on the basis of the number of hours spent on the engagement, multiplied by the applicable hourly rate. Law & More is entitled to adjust its hourly rate annually, and in the interim if a change in the composition of the work, in legislation or in market conditions gives reason to do so. The client will be notified in writing of any adjustment of the rate.

Disbursements include in particular court fees, bailiff’s costs, costs of extracts, travel and accommodation expenses, translation costs, courier and delivery costs and fees of third parties engaged. Disbursements are charged separately.

Any deviating fee arrangements, such as fixed fees, success fees or no cure no pay arrangements, will be recorded between Law & More and the client only in writing and prior to the commencement of the work.

Article 6 Advance payments and invoicing

Law & More is at all times entitled to require the client to pay an advance. An advance received will be set off against the final settlement of the engagement. Work will not be commenced or continued before the requested advance has been received, unless agreed otherwise in writing.

Work carried out may be invoiced by Law & More on an interim basis at any time. Invoices are sent to the client by e-mail or by ordinary mail, at the discretion of Law & More. Dispatch by e-mail is deemed to be valid.

Payment of invoices must be made within fourteen days of the invoice date, into a bank account designated by Law & More, without any discount, suspension or set-off.

Article 7 Objections to invoices

Objections to the amount or the composition of an invoice must be submitted to Law & More in writing and with reasons within thirty days of the invoice date. Failing this, the client is deemed to have accepted the invoice without reservation.

An objection submitted in time and with reasons does not suspend the payment obligation. If part of the invoice is disputed, the client remains obliged to pay the undisputed part within the period referred to in article 6 paragraph 3.

Article 8 Default, interest and costs

If the payment term is exceeded, the client is in default by operation of law, without any further notice of default being required. From the date of default, the client owes a default interest of 1% per month, or part thereof, on the outstanding amount, or the statutory commercial interest if higher.

All reasonable extrajudicial collection costs incurred by Law & More are payable by the client and amount to at least 15% of the outstanding amount, with a minimum of € 250, without prejudice to the right of Law & More to compensation for the actual judicial costs incurred.

If the client fails to fulfil any payment obligation arising from the engagement in time, Law & More is entitled to suspend its work immediately and/or to terminate the engagement with immediate effect, without Law & More being obliged to pay any form of damages to the client. Law & More has a right of retention over all goods, monies and documents of the client that are in its possession until the client has paid all amounts owed to Law & More.

If the client is a natural person not acting in the course of a profession or business, the statutory interest as referred to in article 6:119 of the Dutch Civil Code applies, by way of derogation from the provisions of this article, and the Decree on Compensation for Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten) applies to extrajudicial collection costs.

Article 9 Limitation of liability

Any liability of Law & More arising from or in connection with the engagement is limited to the amount that is actually paid out in the relevant case under the professional liability insurance taken out by Law & More, increased by the amount of the deductible applicable under that insurance.

If, for whatever reason, no payment is made under the professional liability insurance, the liability referred to in the preceding paragraph is limited to € 5,000.

Law & More is in no event liable for indirect damage, consequential damage, loss of profit, missed savings, damage due to business interruption or reputational damage. Liability for damage due to loss, theft, damage or misuse of documents during the performance of the engagement is excluded, save in case of wilful misconduct or gross negligence of Law & More.

Upon request, written information will be provided on the cover under and the content of the professional liability insurance taken out by Law & More.

Article 10 Indemnification

The client indemnifies Law & More against all claims of third parties, as well as against the reasonable costs of defence against such claims, that are in any way connected with or arise from the work carried out for the client, save in case of wilful misconduct or gross negligence of Law & More.

Article 11 Limitation period

Without prejudice to article 6:89 of the Dutch Civil Code, any claim for damages against Law & More lapses in any event twelve months after the moment at which the client became, or could reasonably have become, aware of the event causing the damage, or of the existence of the claim, save to the extent that mandatory law provides otherwise.

Article 12 Confidentiality

Law & More is bound by the Dutch Act on Advocates and by the rules of conduct to observe confidentiality with respect to all matters entrusted to it in the course of the practice of its profession. Law & More is entitled to share information with third parties engaged by it, to the extent that this is reasonably necessary for the performance of the engagement and provided that such third parties are also subject to a duty of confidentiality.

The client consents to the use of his name, the type of engagement and non-confidential information for internal knowledge-sharing and for the purpose of conducting conflict checks within Law & More.

Article 13 Processing of personal data

Law & More processes personal data of the client and of persons involved in the engagement in accordance with the General Data Protection Regulation and with its privacy statement, as published on lawandmore.nl. The client warrants that he is entitled to provide to Law & More the personal data that he provides, and indemnifies Law & More against claims of third parties in that respect.

Article 14 Identification and client due diligence

Law & More is subject to the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme, Wwft) and to the applicable sanctions legislation. To the extent that an engagement falls within the scope thereof, Law & More is required to perform a client due diligence and, where appropriate, to report an (intended) unusual transaction to the Financial Intelligence Unit of the Netherlands. Such reports will, to the extent legally required, not be disclosed to the client.

The client is obliged to provide to Law & More without delay all data and documents required for the client due diligence and for compliance with sanctions legislation. If the client does not provide such cooperation, or if Law & More is not permitted under any law or regulation to accept or to continue the engagement, Law & More is entitled to refuse or to terminate the engagement, without being obliged to pay any damages.

Article 15 Foundation for the Management of Third-Party Funds

If monies are held for or on behalf of the client or a third party in the context of an engagement, this is done through the Foundation for the Management of Third-Party Funds of Law & More (Stichting Beheer Derdengelden Law & More) or through another quality account designated by Law & More. No interest is paid on third-party funds, unless mandatory law or an express written agreement provides otherwise.

Article 16 Electronic communication

Communication between the client and Law & More takes place, among other things, through electronic means, including e-mail. Law & More will use its best endeavours to ensure that electronic communication is carried out carefully and securely. The client accepts that the use of the internet and e-mail entails risks, including interception, manipulation, delay, loss, viruses and non-delivery. Law & More is not liable for damage arising from the use of electronic communication, save in case of wilful misconduct or gross negligence.

A message drawn up by Law & More in electronic form and sent from an e-mail address belonging to it, is legally valid and is deemed to have been signed, also without a physical signature.

Article 17 Intellectual property

All intellectual property rights in respect of advice, court documents, contracts, models and other intellectual creations supplied by Law & More to the client vest exclusively in Law & More. The client acquires only a non-exclusive and non-transferable right of use for the purpose for which the work has been prepared. Disclosure or reproduction is not permitted, other than for internal use by the client, without the prior written consent of Law & More.

Article 18 Termination of the engagement and file management

The engagement ends upon completion of the work, by written termination by the client or by Law & More, or by rescission. Upon termination, advances paid and work already carried out remain fully payable.

After termination of the engagement, Law & More retains the client file in accordance with the applicable rules and its internal policy, for a period of seven years after closure, in its archive. After the expiry of that period, Law & More is entitled to destroy the file without prior notice to the client. Original documents will be returned to the client upon request, subject to the right of retention of Law & More.

Article 19 Complaints procedure and dispute resolution

The firm complaints procedure of Law & More, as published on lawandmore.nl, applies to every engagement. The client is requested to submit any complaint about the conclusion or performance of the engagement, the quality of the services rendered or the amount of an invoice, first to the complaints officer of Law & More. Complaints may be submitted free of charge in writing, by e-mail to [email protected] or by post to the address mentioned in the firm complaints procedure.

If the complaint, after handling in accordance with the firm complaints procedure, does not result in a solution that is satisfactory to the client, the client may submit the dispute to the dean of the Bar Association in the district of Oost-Brabant, or to the court having jurisdiction as referred to in article 22 of these general terms and conditions.

Article 20 Assignment and third-party clause

These general terms and conditions are also stipulated for the benefit of all directors, partners, lawyers, employees, auxiliary persons and (legal) persons affiliated with Law & More, as well as for the benefit of the Foundation for the Management of Third-Party Funds of Law & More and its directors. They may rely on these general terms and conditions independently, including in court.

The client is not permitted to assign or to encumber its rights and obligations under the engagement to a third party without the prior written consent of Law & More.

Article 21 Amendment of the general terms and conditions

Law & More is entitled to amend or supplement these general terms and conditions. The amended general terms and conditions will be published on lawandmore.nl and will apply to all engagements concluded after publication.

Article 22 Governing law and competent court

The legal relationship between the client and Law & More, and any legal relationship arising from or connected with it, is governed exclusively by Dutch law.

Disputes are submitted at first instance exclusively to the District Court of Oost-Brabant, on the understanding that Law & More remains entitled to bring a dispute before the court that would have jurisdiction under the law, the applicable rules on jurisdiction or a treaty if this choice of forum had not been made.

Article 23 Final provision

These general terms and conditions have been drawn up in the Dutch and English language. In the event of any inconsistency or ambiguity between the Dutch and the English text, the Dutch text shall prevail. These general terms and conditions can be consulted on lawandmore.nl. Upon first request a copy will be provided free of charge.