General Terms and Conditions of WILLEMS SCHMIDT Advocaten Amsterdam, with its registered office at Amsterdam, the Netherlands, as filed with the Registry of the Amsterdam District Court on 7 April 2017 under number 25/2017
1.1 WILLEMS SCHMIDT Advocaten Amsterdam (WILLEMS SCHMIDT) is a law firm incorporated in the Netherlands as a public limited company (naamloze vennootschap) under Dutch law. A list of persons (Partners) who directly or indirectly hold shares in WILLEMS SCHMIDT is obtainable on request.
1.2 WILLEMS SCHMIDT accepts and performs all engagements only with express application of these General Terms and Conditions (Terms and Conditions), regardless of whether it is the express or implicit intention for a certain person to perform an engagement. The application of Article 7:404 and Article 7:407(2) of the Netherlands Civil Code is expressly excluded.
1.3 WILLEMS SCHMIDT and additionally all Partners, all other persons working for WILLEMS SCHMIDT, all persons enlisted by WILLEMS SCHMIDT for performance of any engagement, and any persons for whose acts or omissions WILLEMS SCHMIDT might be held liable shall be able to rely on the provisions made in these Terms and Conditions. Attorneys attached to WILLEMS SCHMIDT shall work in accordance with the present and any future version of the Code of Conduct (Gedragsregels) of the Netherlands Bar Association (Nederlandse Orde van Advocaten) and WILLEMS SCHMIDT may join such recourse to the Code.
1.4 Derogations from the Terms and Conditions shall be valid only if agreed in writing.
2 In principle no projections or estimates shall be given of the time that might be spent on a certain case or of the possible level of fees or third-party costs for handling a certain case, other than by way of providing the client with a noncommittal indication necessary to weigh up the interests at stake in a particular matter.
3.1 Unless otherwise agreed and without prejudice to the provisions of Article 3.3, a fee shall be invoiced based on the hours spent on a case or matter, multiplied by an hourly rate. The rates of attorneys shall vary according to their experience and specialist knowledge. A list of rates currently charged by WILLEMS SCHMIDT is obtainable on request. The rates may be adjusted from time to time due to price inflation or equivalent special circumstances. An assigned attorney may choose to let other members of the firms staff work on a particular matter. The client shall owe the hourly rate of such other members of staff for the time they work on the matter.
3.2 The prevailing hourly rates may be adjusted to the special circumstances of a case, including the financial interest, the specialist knowledge needed and the urgency required.
3.3 The invoice shall comprise the fee plus 6% (six percent) in office overheads (incurred for telephone, fax, paper, photocopies and postage), taxed disbursements (including bailiff costs), value added tax over fees, office overheads and taxed disbursements, and untaxed disbursements (including registry fees).
4 Monies from third parties intended for the client shall be deposited on the account of Stichting Beheer Derdengelden Willems Schmidt Amsterdam. As this money for the client is withdrawable on demand, no interest shall be paid over the duration of its entrustment to the Foundation. Unless otherwise explicitly agreed or dictated by the nature of the deposit, any credit balance the Foundation holds in favour of the client can and may be settled up against unpaid invoices of WILLEMS SCHMIDT at any time through simple notification of the client.
5.1 Invoices shall be paid within fourteen (14) days of their dispatch. Payment of the invoice or deferring it undisputed for longer than thirty (30) days shall constitute acceptance of the work as invoiced.
5.2 At any stage of a case, WILLEMS SCHMIDT may require the client to make a prepayment or to furnish security for payment of invoices likely to be rendered for fees or expenses. Registry fees prepaid by WILLEMS SCHMIDT to the courts on behalf of the client shall be payable on demand.
5.3 Barring evidence to the contrary, the itemisation of hours worked shall constitute proof of the time worked on the case.
5.4 From the date that the client defaults, WILLEMS SCHMIDT shall have the right to charge interest of 1% (one percent) per month or part thereof. Moreover, WILLEMS SCHMIDT shall have the right to charge the client out-of-court costs and time arising from the clients failure to pay or to pay on time the invoiced amount. Out-of-court costs shall be charged in accordance with the law and the rules of the Netherlands Bar Association (Nederlandse Orde van Advocaten).
5.5 Non-payment of invoices (including invoiced prepayments) shall give WILLEMS SCHMIDT the right to suspend its work until receipt of full payment of everything owed.
6 Where it is possible and reasonable to do so, WILLEMS SCHMIDT shall consult the client beforehand on the use of third parties not associated with WILLEMS SCHMIDT for performance of engagements (except in the case of bailiffs assistance). Any liability for failures on the part of such third parties is excluded. The client authorises WILLEMS SCHMIDT to accept any liability limitations of third parties on behalf of the client. The client accepts that WILLEMS SCHMIDT shall have the right to conduct some communication with the client and third parties using means of communication such as the Internet, e-mail, mobile phones and other modern means of communication: WILLEMS SCHMIDT cannot be held liable for third-party breaches of such means of communication. Where WILLEMS SCHMIDT has engaged third parties, the client authorises WILLEMS SCHMIDT to share with them the information that WILLEMS SCHMIDT deems appropriate to and necessary for performance of the engagement.
7.1 All and any liability shall be limited to the amount paid out in a particular case by the professional liability insurance taken out by WILLEMS SCHMIDT as prescribed by the Netherlands Bar Association, plus the deductible applicable to such insurance. This limitation shall not apply to instances of intent or deliberate recklessness by the assigned attorney. The insurance policy terms and conditions may be inspected on request. If and to the extent that the aforementioned insurance does not pay out for any reason whatsoever, all and any liability shall be limited to an amount of €22,689.00 (twenty-two-thousand-six hundred-and-eighty-nine-euro) or, if the invoiced fee is higher, to an amount equal to the fee subject to a maximum of €113,445.00 (one-hundred-and-thirteen-thousand-four-hundred-and-forty-five euro). This limitation of liability is based partly on the rates charged by WILLEMS SCHMIDT: a separate prior written agreement shall be required if the client requests different, higher maximums.
7.2 Limitations of liability in favour of WILLEMS SCHMIDT shall also be in favour of all those who work or worked for WILLEMS SCHMIDT under an employment contract or otherwise.
7.3 WILLEMS SCHMIDT shall not be liable for damage arising from the use of (electronic) means of communication, including damage caused by non-delivery or delayed delivery of electronic messages, by interception or manipulation of electronic messages by third parties, by software or hardware used for electronic communication, and by transmission of viruses and other malicious software. WILLEMS cannot guarantee the confidentiality of electronic means of communication.
8.1 The internal complaints procedure of WILLEMS shall apply to every letter of engagement concluded by and between WILLEMS SCHMIDT and the principal and/or the client. WILLEMS SCHMIDT and its associated attorneys shall deal with complaints in accordance with the internal complaints procedure referred to in this article. The internal complaints procedure shall also apply to all work performed by persons working under the responsibility of the assigned attorney. The internal complaints procedure, containing a description of the procedure, is available for inspection at the offices of WILLEMS and shall be sent at the first request.
8.2 WILLEMS SCHMIDT is party to the Complaints and Dispute Settlement Scheme for the Legal Profession (Klachten- en Geschillenregeling Advocatuur). The applicability of this scheme shall be established by sending the engagement confirmation. If WILLEMS SCHMIDT is unable to resolve a clientâ€s complaint about the service rendered, the principal and/or or the client may submit their complaint to the Disputes Committee for the Legal Profession (Geschillencommissie Advocatuur) in accordance with the Rules of the Disputes Committee for the Legal Profession (Reglement Geschillencommissie Advocatuur), which are also available for inspection at the offices of WILLEMS SCHMIDT and shall be sent at the first request.
8.3 Disputes, including those concerning invoices and collections, may be submitted by WILLEMS SCHMIDT to the Disputes Committee for the Legal Profession in accordance with the Rules of the Disputes Committee for the Legal Profession. All disputes shall then be settled through arbitration, except in cases where Article 2(2) in conjunction with Article 12(2) of the Rules of the Disputes Committee for the Legal Profession mandatorily prescribes settlement by binding recommendation.
8.4 Dutch law shall govern all engagements. Except where the Complaints and Dispute Settlement Scheme for the Legal Profession applies, disputes shall be settled exclusively by the Amsterdam District Court.
9 Except with prior written consent, the principal and/or the client shall not be allowed to reproduce, publish and/or exploit – either by engaging third parties or otherwise – any recommendations, contracts or other intellectual creations produced by or on behalf of WILLEMS SCHMIDT.
10.1 The personal data of clients shall be entered in a database. These data shall be used solely for performance of agreements concluded with the client. WILLEMS SCHMIDT needs to process personal data for performance of the agreement to which the client is party and such processing is subject to Section 8(b) of the Data Protection Act of the Netherlands (Wet Bescherming persoonsgegevens). Only the data necessary to perform the agreement concluded with the principal and/or the client shall be processed and/or disclosed to third parties. Such data may be processed and disclosed without notification of the Data Protection Authority of the Netherlands (Autoriteit Persoonsgegevens) under Article 15 of the Data Protection Act Exemption Decree (Vrijstellingsbesluit Wet Bescherming Persoonsgegevens) in conjunction with Section 27 of the Data Protection Act. At the first request WILLEMS SCHMIDT shall disclose to the client the data that it holds about the client or shall correct or delete the data. In the event of a dispute, the client may contact the Data Protection Authority in The Hague.
10.2 After termination of the work, WILLEMS SCHMIDT shall send the client all original documents (such as judgements and procedural documents) and shall close the file. WILLEMS SCHMIDT reserves the right to save copies only. It is recommended that the client should save the original documents for at least seven (7) years.
11 These General Terms and Conditions are obtainable in Dutch and in some other languages. The Dutch text shall be binding in the event of any differences in content or purport.