Standard Terms

  

HOEGEN BUSINESS LAWYERS B.V. 1
STANDARD TERMS AND CONDITIONS FOR HDBL SERVICES

Art. 1: General
1.1 Hoegen Dijkhof Advocaten B.V., also trading under the name Hoegen Dijkhof Dutch Business Lawyers ("HDBL") and/or one or more of its staff is appointed as advisor for Client, however HDBL are the exclusive contract party in respect of all commissioned work.

1.2 HDBL should be understood to include all the legal entities associated with or belonging to HDBL and all HDBL board and staff members and these HDBL Standard Terms and Conditions for HDBL Services are stipulated not only for the benefit of HDBL, but also for the benefit of all HDBL board and staff members and other persons who are or have been employed by HDBL.

1.3 These Standard Terms and Conditions for HDBL Services shall exclusively govern the relationship with HDBL and HDBL’s services.

1.4 The Client shall mean such entity, person or persons who have instructed HDBL to undertake any services, irrespective of whether they instructed HDBL on behalf of an entity or on their own behalf and whose instructions were accepted by HDBL. In case of more than one Client, each Client shall be fully bound to these Standard Terms and Conditions for HDBL Services and each Client shall be jointly and severally liable for the payment of HDBL’s invoices. The impossibility to pay of a legal person is without prejudice to the joint and several liability of the person or persons who instructed HDBL on behalf of this legal person.

1.5 HDBL shall provide services for Client’s exclusive benefit and Client agrees not to disclose or supply to any other party any written or verbal advice, reports or other information provided by HDBL without HDBL’s specific prior written agreement. In the event a third party will nevertheless hold HDBL liable in connection with the above services, Client shall hold HDBL harmless and indemnify it against all consequences thereof.

1.6 The Client guarantees vis-à-vis HDBL that they will observe complete confidentiality with regard to the affairs of HDBL and will not reveal the same. 

1.7 Anyone making use of the services of HDBL grants advance authorisation to those performing the services to disclose to others of HDBL not directly involved in the performance of the services the information which for the purpose of Client care is useful and/or necessary to such others.

1.8 HDBL shall provide services as agreed by it in writing. HDBL is authorised to expand the scope of HDBL’s assignment, respectively HDBL’s advice or assistance to the Client, where the Client’s best interests in HDBL’s view shall reasonably require this.

1.9 Instructions to HDBL or to its employees will be deemed to be instructions accepted by and carried out by HDBL only. The provisions of Article 7:404 and 7:407 section 2 of the Dutch Civil Code will not be applicable. By granting the assignment, the Client renounces the right to hold a person or a legal person employed by or related to HDBL, liable for breach of contract or tort.

1.10 When engaging third parties on Client matters, HDBL will in so far as practically possible do so after consultation with the Client concerned. It will exercise due care in selecting these third parties.

1.11 HDBL shall not be liable for any shortcomings of these third parties and is entitled, without prior consultation with the Client, (also) on behalf of the Client to accept any liability restriction on the part of third parties it engages.

1.12 In the event information supplied by the Client appears to be incorrect or false or misleading, we shall be entitled to immediately stop providing our services. Any amounts already paid to us at that time shall be deemed forfeited and shall not have to be returned by us without prejudice to all our other rights.

Art. 2: Invoices

2.1 HDBL shall charge as agreed with Client in writing, and failing such agreement, at HDBL’s current hourly rates as set out in HDBL's Current Fee Schedule on this website. HDBL reserves the right to change these rates without notice. In case we gave a fixed price quotation, the quotation will not be binding on us if the amount for the total time spent by us, calculated in accordance with the HDBL Current Fee Schedule, exceeds the quotation with more than 15 %. In such case all time spent by us will be charged less 15 % in accordance with our Current Fee Schedule and shall the Client not be able to invoke the quotation. In the event our quotation was based on wrong assumptions or incomplete or incorrect or false data provided by Client or third parties, all time spent by us will be charged in accordance with the above Schedule, without any discount.

2.2 However, if HDBL plays a material role in obtaining a result with benefits to Client which are disproportionate to the time expended, HDBL may invoice a fee which exceeds the agreed or HDBL’s current rates, in order to more fairly reflect the value of HDBL’s services.

2.3 In collection cases, HDBL shall charge in accordance with the agreed rates. Failing such agreement, HDBL shall charge in accordance with HDBL’s current debt collection rate. Whether or not a case is a collection case, is bindingly decided by HDBL. When applying the debt collection rate, the fee is set at a percentage of the amount finally paid by the debtor during the term of the debt collection assignment. Thereby, a minimum amount applies, equivalent to the amount listed below for administration costs .The rate (%) decreases, if the received amount (€) increases. We use a debt collection rate pursuant to which the fee plus VAT (if applicable) and costs made, is determined as follows:

over the first € 3,000.00 15.00%

on the excess up to and including € 6,000.00 10.00%

on the excess up to and including € 15,000.00 8.00%

on the excess up to and including € 60,000.00 5.00%

on the excess above € 60,000.00 3.00%

Administration costs € 500

2.4 From time to time HDBL shall invoice Client for Services, together with any applicable VAT and disbursements, among which all secretarial and administrative services. In addition, HDBL will invoice the usual surcharge on the net fee to cover for out-of-pocket expenses such as photocopies, postage, etc. Client agrees that if the invoices are based on time registration, the minimum time unit used shall be 6 minutes. The first 30 minutes spent by HDBL in a meeting with Client, or spent by HDBL in performing any other services for Client, shall generally not be invoiced, but all additional time spent by HDBL shall always be invoiced and be payable by Client. Client shall therefore never be able to invoke he was still in an orientative phase or just exchanged information or be able to use any other excuse not to pay for time spent after these free 30 minutes.

2.5 The board of HDBL shall decide which collaborators of HDBL shall perform or co-perform the assignment. Internal instructions or discussions in connection with the performance of the assignment shall be charged to the Client. In relation to proceedings of any kind whatsoever, HDBL shall determine at its discretion the time frame for the performance of any procedural acts whatsoever. In the event that outstanding invoices are not paid on time or in full, irrespective of in which case of the client and of whether or not these invoices are disputed, HDBL is not obliged to perform procedural acts or other actions or activities or to provide services of any kind in whatsoever case of the Client and shall be entitled to withdraw without any liablility to the Client in any client case as decided by HDBL. In the event a Client has refrained to instruct HDBL to perform an attachment the client shall never be able to hold HDBL liable for any alleged or real consequenses thereof. All liability for exceeding trial periods caused by - internal or external - disruptions of access to judicial data processing systems, is fully excluded, without prejudice to our own intent or gross negligence. Where VAT has not been charged to Client, but according to the Tax Service should have been charged, HDBL shall immediately invoice this VAT and any fines to Client and Client shall immediately pay this invoice.

2.6 Any couriers, translation costs, notarial fees and disbursements, trade register charges, capital taxes or any other taxes, accountants fees and disbursements, tax advisers fees and disbursements, process server costs, court registration duties, correspondents fees and disbursements, witness charges, printing costs, advertising costs, etc., will be invoiced directly to Client and shall not be deemed to be comprised in HDBL’s above indicated rates or the above indicated surcharge.

2.7 HDBL may from time to time render invoices on account of or in advance of services together with applicable VAT and disbursements or ask for an advance without sending an invoice.

2.8 HDBL’s invoices are payable on presentation of the invoice or within fifteen (15) days of invoice date, as indicated by HDBL. If the invoice is not paid within this period, the Client shall be automatically in default without any further notice being required.

2.9 All amounts due and all rates shall annually be revised to adjust for inflation. The inflation percentage shall be set using the CBS Price Index of Family Consumption. HDBL also reserves the right to change its rates without notice.

2.10 All quotations and invoices as well as any financial or other arrangements with Client can only be given, respectively established by a director of HDBL.

Art. 3: Payment of invoices

3.1 If Client fails to credit HDBL’s invoices on presentation of invoice, where indicated, or within fifteen (15) days of invoice date, or there is other reasonable fear that Client will not fulfil his payment or other obligations, HDBL reserves the right:

a) to charge the European Central Bank refinancing interest plus seven (7%) for late payment, without notice being required;

b) to suspend the services and any other work which HDBL are carrying out for Client and to suspend carrying out any other obligation and/or to ask for reasonable security which shall then immediately be provided, in the manner requested;

c) to take whatever remedy exists in order to obtain payment of invoices or fulfilment of any other obligations;

d) to charge all costs incurred both in and out of Court in connection with collecting debts or otherwise. The out-of-Court collection costs due will be fifteen (15) % of the amount due, increased with interest as above, with a minimum of EURO 1.000,-, applicable unless the real time spent should exceed this percentage.

3.2 If Client consider the invoices which HDBL has charged are excessive or unfair, Client may within a period of fourteen (14) days from the invoice date complain in writing to HDBL and specifying the cause of the complaint. If Client does not make such complaint within fourteen (14) days of the invoice date, HDBL’s rights specified within 3.1 will apply and shall the right to complain be deemed forfeited.

3.3 If Client makes such complaint:

a) HDBL shall investigate it and do its best to determine within fourteen (14) days after receipt of the complaint whether or not the complaint is justified. If HDBL agrees with Client, HDBL shall make an appropriate reduction to the invoice and interest will not be charged on the amount of the reduction but may be charged on the balance.

b) If HDBL considers the complaint unjustified, HDBL shall have the right to suspend the services and any other work HDBL are carrying out for Client and to take whatever remedy in order to obtain payment.

c) Client shall be obliged at HDBL’s first request to remit the invoice amount in dispute to HDBL ''s trust account or to any other trust account indicated by HDBL pending resolution of the dispute. Failing fulfilment hereof, HDBL shall have a right of retention for any unpaid invoices or for any other claims on Client.

3.4 HDBL has an office complaints regulation which is applicable to its services and to every written expression of dissatisfaction by or on behalf of the client against the advisor or persons working under the responsibility of the aforementioned, about the conclusion and execution of an assignment, the quality of the services provided or the height of the invoice. The complaint regulation can be found at www.hd-dutchlawyers.com

Art. 4: Third party monies

All monies due by third parties can only be paid with debt discharging effect into HDBL’s third party account and HDBL shall at all times be entitled to set off any outstanding invoices and any fees and disbursements yet to be invoiced at the time therefrom. In litigation matters in which a money judgement is rendered in the Client’s favour, HDBL shall have a lien on the proceeds thereof to the effect of any unpaid invoices and any fees and disbursements yet to be invoiced at the time.

Art. 5: Termination

5.1 Client or HDBL may terminate the contract in relation to HDBL’s services at any time by giving not less than fourteen (14) days notice in writing.

5.2 In case of an agreement between HDBL and Client to perform services for a fixed amount or a fixed duration, or for a percentage of the hoped for result, Client’s notice will be without prejudice to Client’s obligation to indemnify HDBL for the costs and disbursements incurred by HDBL, HDBL’s labour and HDBL’s loss of profit.

5.3 The term of notice of fourteen (14) days is not applicable in case one of the parties commits a breach of contract which justifies a termination of the contract with immediate effect.

5.4 Departure from HDBL’s firm by an advisor involved in the handling of the case in HDBL’s firm will not entitle the Client to have the case continued or other cases of the Client handled by this advisor or his firm without HDBL’s prior written approval.

5.5 Client shall not, directly or indirectly, hire, or approach or try to approach to hire, or otherwise obtain the services of the staff and/or managers of HDBL, during the term of HDBL’s engagement and for a period of one year after termination thereof, such under a penalty of EURO 51.750,- for each event in contravention of this paragraph.

5.6 In the event service takes place at our office but the case is not handled by us anymore, we are not liable if the former client cannot be reached anymore.

Art. 6: Liability

6.1 Any liability of HDBL is limited to the amount to which a claim is awarded under HDBL’s professional liability insurance(s) in the matter concerned, to be increased by the amount of the deductible which according to the terms and conditions of the insurance policy will not be for the account of the insurers. In case the claim is not covered under a professional liability policy, HDBL’s liability will be limited to the net fees received by it in the case concerned during the last twelve months.

6.2 HDBL does not accept any liability for consequential damages or from the use of couriers, faxes, e-mail or the Internet. If the client corresponds with HDBL by email, HDBL is thereby authorised to correspond with the client exclusively by email at all times.

6.3 All rights of action and other powers of whatever nature vis-à-vis HDBL, related to services provided by HDBL, shall lapse in any event one year after the date of the last invoice or the moment on which the party involved is aware or could reasonably be aware of the existence of these rights and powers.

Art. 7: Personal details 

7.1. In the framework of the professional rules and laws applicable to HDBL, HDBL has to take up personal details in its files. These personal details concern the name, address, telephone number, email address, as well as a copy passport of the Client (natural person), or an extract from the Trade register of the Chamber of Commerce of the Client (legal person).

7.2. . As a result of the European regulations fighting money-laundering and terrorist financing the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (‘WWFT') applies to specific services provided by lawyers, attorneys, notaries, tax advisors and accountants as defined in the WWFT. In a given case, HDBL takes up supplementary personal details which need to be asked in the framework of the WWFT. These data will be kept during the statutory period applicable thereto. Under this WWFT, when applicable to the matter involved, we must inter alia identify our clients prior to providing services. When the WWFT is applicable to the matter, we are also required to notify unusual (financial) transactions to the Financial Intelligence Unit Nederland. We are not allowed to inform the client about such notification. Non-compliance with the WWFT may result in criminal prosecution against our staff. Domestic legal entities may be identified by means of an extract from the commercial register or a notarial deed. The identity of foreign legal entities may be ascertained by means of an extract from the commercial register of the country of origin or other documents commonly used in international trade, which have been recognized by law as a valid means of identification in the country of origin. We are furthermore required to register the names and dates of birth of the representatives of the legal entity. Exceptions apart, the ultimate beneficial owners of domestic and foreign legal entities must be identified as well. The ultimate beneficial owner is the natural person who, directly or indirectly, owns more than 25% of or otherwise controls the client. The identity of natural persons will be established by reference to, for instance, their passports. Domestic and foreign clients who qualify as politically exposed persons will be subjected to enhanced know your customer due diligence.

7.3. HDBL also takes up the name, address, telephone number and the email address of the Client in its address system with a view to sending HDBL newsletters, etc. to the Client.

7.4. HDBL never provides personal data to third parties, unless required under or by virtue of the Law and unless required for the execution of the assignment granted by the Client to HDBL.

7.5. HDBL asks the Client explicitly to grant permission for taking up personal details other than in the framework of the professional rules and laws applicable to HDBL.

7.6. The details of the Client which will be taken up otherwise than in the framework of the professional rules and laws applicable to HDBL shall be kept during a period of five years after the end of the agreement of assignment.

7.7. Client is entitled to see the own personal data. Client is entitled to object against the taking up of personal data by HDBL other than in the framework of the professional rules and laws applicable to HDBL. Client is entitled to explicitly request HDBL to remove the personal data concerned from the data base of HDBL if this is possible on the basis of the professional rules and laws applicable to HDBL.

7.8. Requests concerning personal data need to be directed in writing to the known HDBL email address as mentioned on this website. 

Art. 8: Files

Files are exclusively owned by HDBL and are kept 5 years after HDBL shall have closed the file, before they are destroyed. The cost of storage shall be charged to Client.

Art. 9: Dutch law / choice of forum

All relationships between HDBL and Client, as well as those who make use of HDBL’s services, are exclusively governed by these Standard Terms and Conditions for HDBL services and the laws of the Netherlands. Disputes shall be submitted exclusively to the competent Court in Amsterdam, the Netherlands, unless HDBL shall opt for the proper court of the Client.

Art. 10: Variation or amendment

Without prejudice to Article 10 hereof, any variation from or amendment to these HDBL Standard Terms and Conditions for Services shall only be effective if agreed in writing between Client and a director of HDBL.

Art. 11: Nullity

In the event any clause of these Standard Terms and Conditions for HDBL Services is invalid, this invalidity shall only affect the relevant clause and the remainder of these Standard Terms and Conditions for HDBL Services shall not be affected thereby and the invalid clause shall be replaced by a valid clause having the same effect as intended by the invalid clause.

Art. 12: Language

These Standard Terms and Conditions for HDBL Services are drawn up in Dutch. The Dutch text of this agreement is the decisive version.

1A Dutch closed company with limited liability,
registered in the Trade register Amsterdam under nr. 34191452,
De Lairessestraat 156, 1075 HL Amsterdam.
Telephone: +31 20 462 4070,
Telecopier: +31 20 462 4080,
Email:HD@HD-DUTCHLAWYERS.COM
Website: WWW.HD-DUTCHLAWYERS.COM
© 2019 Hoegen Dijkhof Advocaten B.V. All rights reserved. No part of this publication may be reprinted or reproduced or utilised in any form or by any electronic, mechanical, or other means, now known or hereafter invented, including photocopying and recording, or in any information storage or retrieval system, without permission in writing from the author.