General terms and conditions for the law practice of Rassers N.V. in Breda
- All instructions for the provision of legal services given to any lawyer (including the partners/shareholders of Rassers) or legal assistant working at the law firm of Rassers N.V. in Breda (hereinafter to be referred to as: “Rassers”), shall lead exclusively, upon acceptance of these and by setting aside the provisions of Section 404 and Section 407, subsection 2 of Book 7, Dutch Civil Code (BW), to obligations between the client/ commissioning party and Rassers. Acceptance is evidenced by a confirmation of the instruction which has been provided to the client/commissioning party.
- The obligation of Rassers ensuing from the instruction to provide legal services consists of performing to the best of one’s ability, based on the information supplied by the client/ commissioning party and the nature of the instruction, unless the instruction explicitly provides, whether exclusively or not, for an action or a result. If the client/commissioning party wishes limitations regarding the performance of the instruction, it is his duty to point out these limitations in writing.
- In order to comply with the obligation as statutorily imposed on the lawyer, the client/commissioning party is obliged to provide proof of identity by means of a valid identity document upon giving the instruction or immediately afterwards at first request.
- Unless explicitly agreed otherwise, Rassers is free to determine which lawyer or legal assistant shall carry out the instruction. If a bailiff needs to be engaged during the performance of the instruction, Rassers is authorised on behalf of the client/commissioning party to submit a request to perform an official act to the bailiff concerned or, as the case may be, to instruct the bailiff concerned, and in that context to accept the contractual terms, including any limitation of liability on the part of the bailiff, and to pay the costs of the bailiff to him/her on behalf of the client/commissioning party and to charge these costs as disbursements to the client/commissioning party. Upon first request of the client/commissioning party, Rassers will provide the client/commissioning party with copies of the documents that pertain to the request/instruction to the bailiff concerned.
- The personal liability of any lawyer, legal assistant, employee or partner/shareholder - including a partner/shareholder’s practice company - working at the law firm of Rassers is, except in the event of intent or gross negligence on the part of this natural or legal person, excluded explicitly by way of this irrevocable third-party clause. Only Rassers is liable for mistakes made in connection with the performance of the instruction, if any. The liability of Rassers is limited, apart from the amount of the excess, to the amount that the professional liability insurance taken out by Rassers pays out.
- As a result of, inter alia, the Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft)), Rassers is obliged (i) to establish the identity of clients and the identity of beneficial owners, (ii) to establish whether a politically prominent person is involved and (iii) to report unusual transactions within the meaning of the Wwft to the authorities designated for this purpose. Under the Wwft, Rassers is prohibited from disclosing to a client that Rassers has reported an unusual transaction. The client confirms that he is aware of this. The client undertakes to report to Rassers all relevant facts and circumstances relevant to the application of the Wwft and the client investigation to be carried out on the basis thereof.
- The client/commissioning party is obliged to pay a fee for the services and work performed by Rassers which shall be calculated on the basis of the time spent on the provision of services at the hourly rates applicable at the time of the provision of services for the lawyer or legal assistant concerned, unless a special rate or fee has been agreed upon for the provision of services. An hourly rate agreed upon with or determined by Rassers may be unilaterally modified within reason each year by Rassers.
- If the commissioning party and the client are not the same party, the client and the commissioning party shall be jointly and severally liable for what is owed to Rassers regarding the services or work performed for the client, unless one or the other has been discharged explicitly from this joint and several liability.
- In addition to the fee, the client/commissioning party shall owe all other costs and disbursements incurred by Rassers in the performance of the instruction for the benefit of the client/commissioning party.
- Insofar as applicable, turnover tax is due regarding the fee and the expenses and disbursements owed by the client/commissioning party.
- Rassers is entitled at all times to charge the client/commissioning party one or more advance payments on the fee to be charged to him and/or the costs to be incurred or the disbursements to be paid for him. As long as an advance payment that has been charged to the commissioning party has not been paid, Rassers is entitled to defer its efforts until this payment has taken place in full.
- Any invoice of Rassers must be paid without suspension or set-off within 14 days of the invoice date and an advance payment must be paid immediately. After expiry of this term, the statutory interest valid at that time in the Netherlands shall be payable by the client/commissioning party without having been ordered thereto.
- Legal and extrajudicial costs to be incurred by Rassers in order to collect its invoices shall be at the expense of the client/commissioning party. Extrajudicial costs shall be charged to the commissioning party at a fixed rate of 15% of the amount to be collected.
- If there are any questions regarding the invoice, the commissioning party is entitled to request Rassers to provide a further explanation or specification which may not result in a higher invoice amount than the original amount. The commissioning party is entitled to challenge the correctness of an invoice received by the commissioning party in writing and with sufficient reasoning within four weeks after the invoice was sent. An invoice that has not been challenged by the commissioning party within the aforesaid four-week period is considered to be correct by Rassers and the commissioning party, and acknowledged by the commissioning party as being payable. Any challenge of the invoice does not affect the payment obligation of the commissioning party. With regard to claims of Rassers against the commissioning party which have not yet been ascertained at law, Rassers shall not take preservation measures or file a petition for the liquidation or bankruptcy of the commissioning party unless this has been discussed with the Dean of the Bar Association of the Zeeland-West-Brabant judicial district.
- Both Rassers and the commissioning party are at liberty to terminate an instruction unilaterally without reason. Should this occur, the work undertaken up to the time of termination must be remunerated.
- After termination of the instruction, all documents submitted by the commissioning party and, at his request, other documents which form part of the file shall be made available, whether in copied form or not, to the client/commissioning party, provided that what is owed by the commissioning party regarding the instruction has been paid. An obligation of Rassers to store his file and/or the documents belonging to the file can no longer be invoked after the expiry of a five-year period as of the termination of the instruction and/or the sending of the last invoice.
- All agreements and acts are exclusively governed by Dutch law. Disputes shall be submitted exclusively to the judgment of the competent Court in the Zeeland-West-Brabant judicial district, except if Rassers and the client/commissioning party have agreed to subject these disputes or a specific dispute to the binding judgment of the Dutch Disputes Committee for the Legal Profession (Geschillencommissie Advocatuur), to the exclusion of the ordinary Court. However, if the adjudication of the dispute falls within the subject matter jurisdiction of the Subdistrict Sector, the Dutch Court as designated by the law has exclusive territorial jurisdiction.
- Rassers has an internal complaints procedure. This procedure describes the manner in which complaints must be submitted and how these are dealt with and settled by Rassers. The internal complaints procedure can be inspected on the Rassers website.
These general terms and conditions are applicable to all instructions which have come into effect after 10 March 2022 and to all current instructions to which these general terms and conditions have been declared applicable after 10 March 2022. These general terms and conditions have been filed with the Chamber of Commerce under number 2015783.