Duty to identify oneself
Under the Act on the Prevention of Money Laundering and Financing of Terrorism (Wwft), we are obliged to identify our clients before commencing certain advisory work. Such work will include advice on the purchase and sale of property, the formation or management of companies and the purchase and sale or takeover of undertakings.
If the Wwft is applicable, then at the start of our work we will ask you to provide us with the details required for identification. If you are our client as a natural person, then identification on the basis of your passport, Dutch driving licence or European identity card will suffice. If you are representing a legal entity that is our client, then we will also require an original certified extract from the register of trade for that legal entity and we may have to identify its ultimate stakeholder.
1.1 Van Brakel Advocaten, hereinafter: “VBA”, is a Dutch law company, whose object is to (let) conduct a law practice. VBA has its seat and office address at (3521 JG) Hedel, municipality Maasdriel, at the Hooiweg 6. VBA is registered with the Dutch trade register under number 59629649.
1.2 Also the (legal)persons connected with VBA, such as its (former) employees, directors and (legal)persons it cooperates with, may invoke these general terms and conditions towards the client.
1.3 VBA has the right to unilaterally change these general terms and conditions. Changes will be applicable to present and new instructions upon notice to the client.
Acceptance and execution of instructions by VBA
2.1 All instructions are solely accepted by VBA, even where instructions are given with the explicit or implicit intent to be executed by a specific person. The client can invoke any rights in respect of or connected with any instruction solely towards VBA. The applicability of Articles 7:404, first sentence, 407 paragraph 2 and 409 subsection 2 of the Dutch Civil Code is excluded.
2.2 Unless explicitly agreed otherwise between VBA and the client, all lawyers connected with VBA are entitled to (actually) execute instructions given to VBA.
2.3 Both VBA and the client can always and instantly end the instruction by giving notice. The client that gives notice, is obliged to compensate VBA for the work done until the end of the instruction and for all fees and costs.
Third parties called-in by VBA
3.1 VBA may call in third parties for the execution of instructions given to VBA. In as far as reasonably possible and necessary, this will take place in prior consultation with the client.
3.2 Although VBA will take the necessary care in selecting third parties to be called-in, VBA is not liable for damages as a consequence acts or omissions of these third parties. At the first request of the client, VBA will transfer its rights in respect of these damages towards such a third party to the client, holding us however then harmless for all claims of said third parties.
Fees, costs and invoices
4.1 Unless agreed otherwise in writing, the fee is calculated pro rata by multiplying the number of hours spent on an instruction by the hourly rate as determined by VBA in respect of the instruction concerned. We hereby count with a minimum minute unit of six mintes per unit.
4.2 Costs paid for by VBA on behalf of the client will be charged as disbursements, separately specified on our note of charges.
4.3 In anticipation of the fee and/or costs to be charged, VBA is always entitled to require an advance payment from the client. VBA may decide with which fees and/or costs to settle such an advance payment. Unless otherwise agreed in writing, an advanced payment will be settled with the final note of charges, after having completed our legal assistance.
4.4 Unless stipulated otherwise, invoices have to be paid within fourteen days from the date of the invoice concerned. Invoices for advance payments are to be paid forthwith.
4.5 VBA has the right to adjust the determined hourly rate, also during the term of the instruction.
4.6 Unless stipulated otherwise, all amounts mentioned by VBA are exclusive of V.A.T. where applicable.
Payment and collection
5.1 The term for payment mentioned sub 4.4 is a fatal term, the mere expiration of which renders the client in default without the need for any notice of default or announcement by VBA.
5.2 The client who is a legal person or a natural person exercising his profession of business and who is in default in respect of any obligation to pay, is without further notice liable to compensate VBA for all extra judicial and judicial costs in respect of the collection of that debt. The costs also comprise the time VBA spends on the collection, charged against an hourly rate determined by VBA. As a fixed minimum for extra judicial costs, the amount according to article 2 paragraphs 1 and 2 of the so called “Besluit vergoeding buitengerechtelijke incassokosten” will be due.
5.3 During the period in which the client is in default, an interest for the delay shall accrue on the amount in respect of which he/she is in default of 0,75% per month or period thereof, unless the statutory (commercial) interest is higher, in which case this statutory (commercial) interest will be applicable.
5.4 If the client is in default, VBA is entitled to immediately suspend al its activities for the client, without incurring any liability.
Limitation of liability and indemnification
6.1 Any liability of VBA, regardless of its basis, is limited to the amount paid out under VBA’s professional liability insurance policy in the matter concerned, plus the amount of the deductible to be borne by VBA pursuant to the insurance policy.
6.2 If the professional liability insurance policy for whatever reason does not pay out, any liability of VBA is limited to the amount of the fee (exclusive of V.A.T.) paid by the client in respect of the instruction concerned during a period of one year preceding the event on which the liability is based, with an overall maximum of € 5.000,-.
6.3 Any claim of the client against VBA expires automatically after one year from the day the event occurred on which the liability is based.
6.4 No claim for liability can be brought against the (legal) persons meant in stipulation sub 1.2.
6.5 The client indemnifies VBA against all claims of third parties which are connected to the execution of his/her instruction.
6.6 The limitations of liability stipulation sub 3.2 and 6.2 do not apply in cases of intent or gross negligence by VBA or her managing subordinates, to be stated and proven by the client.
Choice of law, choice of forum and language
7.1 The legal relationship between the client and VBA is governed by Dutch law.
7.2 Any disputes between the client and VBA are to be submitted to the competent court, called: “Rechtbank Gelderland”, location Arnhem, unless any mandatory statutory provision precludes this and notwithstanding the right of VBA to submit a dispute to another competent court.
7.3 In the event of any difference between the Dutch and English text of these general terms and conditions, the Dutch text will prevail.
Version april 2017