Terms and Conditions
GENERAL TERMS AND CONDITIONS OF HIELKEMA & CO
Client Partnership Hielkema & co
- Hielkema & co is a partnership of lawyers (hereinafter also referred to as: the ‘Partnership’) registered in the Commercial Register of the Chamber of Commerce under number 61567590. A list of affiliated partners will be sent to you on request. The Partnership is comprised of both private limited companies (hereinafter referred to as: ‘Legal practices with corporate personality’ – the Dutch term being ‘praktijkvennootschappen’).
- These general terms and conditions shall apply to all work carried out or to be carried out by or on behalf of the Partnership. Once the general terms and conditions take affect between the client and the Partnership, they shall also be applicable, without any further declaration of applicability, to new or other activities carried out by or on behalf of the Partnership for the same client.
- Any new cases will be accepted and handled exclusively by the Partnership, and not by the partners of the Partnership individually or by other employees affiliated with Hielkema & co individually, thereby superseding sections 7:404, 7:407, subsection 2 and 7:409 of the Dutch Civil Code. This also applies if it is the explicit or tacit intention that a case be handled by a specific person. One of the objectives of the above is to ensure that they case is referred to Hielkema & co as such, with a view among other things to internal cooperation between the lawyers and other employees affiliated with Hielkema & co, and to ensure that the case is referred to Hielkema & co in situations where a substitute must be found in the case of holidays, sickness and so on. It is also serves to absolve the partners from joint and several liability.
Duty of care
- In handling the cases with which it has been entrusted, the Partnership will exercise the due care expected of a responsible service provider in performing all its duties and in selecting agents and third parties.
(Limitation of) liability
- Any and all liability of the Partnership or any of its affiliated partners shall be limited to the amount payable in these cases under the professional liability insurance applicable in accordance with the guidelines of the Dutch Bar Association (Nederlandse Orde van Advocaten), plus the amount of the insurance excess which is not payable by the insurer under the policy terms, except in the case of gross negligence or wilful misconduct by the Partnership. If, for whatever reason, no payment is awarded under the above-mentioned insurance, any liability shall be limited to the amount the Partnership has charged in fees to the client in the case in question and during the year in question. Any claims brought against the Partnership and/or against the individuals and legal entities specified in Article 25 of these General Terms and Conditions will in any event be subject to expiry 12 months after the injured party had become aware, or should have been aware, of the harmful act. If no payment is made in the case concerned under the professional liability insurance(s) taken out by the Partnership, the liability of the Partnership, regardless of its basis, shall be limited to an amount of one hundred thousand euros (EUR 100,000).
- The Partnership will only be liable for failure on the part of agents and third parties if and to the extent that the resulting loss can be recovered from said agents or third parties. The Partnership is authorised to accept any limitations of liability of agents and third parties on behalf of the client.
- The Partnership rejects any liability based on a wrongful act. The client shall indemnify the individual partners and employees of the Partnership against all claims which the client may have based on an unlawful act in connection with the work carried out and services provided.
- The project will be carried out exclusively for the benefit of the client; third parties are to take note that the substance of the work performed and its results do not contain any legally binding commitments.
- The client indemnifies the Partnership against any and all third-party claims, including expenses incurred by the Partnership in relation thereto, which are associated in any way with the services provided to the client, except in the case of gross negligence or wilful misconduct by the Partnership.
Third parties and agents
- If the client discloses to third parties the nature of the services the Partnership has provided on its behalf, the client will be obliged to the Partnership to inform such third parties that the work in question was performed subject to these General Terms and Conditions. If a third party were to use the content of the work in any manner, such third party will be bound by the content of these General Terms and Conditions.
- The choice of agents and third parties to be engaged by the Partnership will, where possible, be made in conjunction with the client and will be exercised with due care. The Partnership is not liable for shortcomings of these third parties and is entitled, without prior consultation with the client, to accept (also) on behalf of the client (general) terms and conditions, including a possible limitation of liability on the part of third parties it has engaged.
Financed legal aid
- The client confirms that it is aware and accepts that, if the Partnership applies for a supplement from the Council for Legal Aid (Raad voor de Rechtsbijstand) on the client’s behalf, the Council for Legal Aid, in fulfilment of its statutory duties, may request information regarding the client (and its partner, if applicable) from government entities, including the Municipal Records Database (gemeentelijke basisadministratie) and the Dutch Tax and Customs Administration (Belastingdienst).
Rates, invoicing, advance payments and costs
- The Partnership carries out its activities based on (hourly) rates agreed upon with the client and is entitled to amend its (hourly) rates as per a future date.
- The Partnership will send monthly invoices, depending on the amount and scope of the work involved. Invoices sent by the Partnership are generally itemised and must be paid within 14 days without the client making any claim to a discount, suspension and/or deduction or addition; if the client fails to do so, it will be deemed to be in default. The Partnership will determine at its discretion from which outstanding claim against the client a payment received by the Partnership will be deducted, unless expressly otherwise specified by the client upon payment. On completion of the case, the Partnership will prepare and send a final invoice.
- The Partnership will be authorised to request one or more deductible advance payments from the client, prior to or for the continuation of its services. Unless expressly agreed otherwise between the Parties, the advance payment will be deducted from the final invoice in the case in question. In addition, the Partnership will be authorised to deduct the advance payment from any unpaid invoices from the client in the case in question or other cases. The Partnership shall not pay interest on the advance payment.
- If no payment on any invoice is received by the agreed due date of 14 days after the date of the invoice, the Partnership will be authorised not to commence, or to suspend or terminate, its services subject to prior notice.
- If expenses (such as advance payments) must be incurred in the provision of the services with agents or third parties which must be advanced by the Partnership (e.g. court fees, bailiff fees or application fees for extracts), the Partnership will charge these fees on to the client.
- The Partnership maintains a bank account for third-party funds at its banking institution. In the event that this banking institution charges negative interest or costs on funds held in the third-party account on the client’s behalf, the client shall reimburse the Partnership for the relevant amount upon request.
- Complaints concerning invoices and/or services provided by the Partnership must be submitted in writing to the Partnership within one month of the time at which the actions or omissions giving rise to the complaint came to their knowledge or could reasonably have come to their knowledge. Complaints concerning the services of the Partnership are subject to the office complaints procedure.
- The submission of a complaint does not relieve the client of the obligation to pay invoices on time.
Loss incurred by the Partnership
- The loss incurred by the Partnership, which is the result of any attributable failure on the part of the client in its obligations towards the Partnership, includes all costs related to court and out-of-court measures. If the client’s failure concerns late payment of the invoices sent by the Partnership, the expenses to be incurred by the Partnership related to out-of-court legal assistance will be set at 15% of the principal sum payable, subject to a minimum of €350 plus VAT and statutory (commercial) interest.
Retention period of files
- The Partnership will be entitled to remove from its archives and destroy without prior notice any files and all documents contained therein, including documents belonging to the client and/or any third parties, if a minimum of 7 years have passed on completion of a case handled by the Partnership.
Privacy and the Law for preventing money laundering and financing of terrorism (Wwft)
- Pursuant to applicable regulations, the Partnership is obliged, among other things, to establish the client’s identity, to check whether any unusual transactions have been carried out or are planned and, if necessary, to inform the relevant authorities without informing the client. The client confirms that they are aware of and agree to this and that they shall provide all necessary information.
- Under applicable regulations, the partnership is obliged, among other things, to report certain cross-border constructions to the relevant authorities. Under certain circumstances, this reporting obligation may fall on the client.
- These General Terms and Conditions were negotiated on behalf of, among others: the members of the above-mentioned Partnership, including any current and former directors and direct and indirect shareholders, the Stichting derdengelden Hielkema & co, including their current and former directors, former partners, advisors and all those who are or were employed by them or by the Partnership, pursuant to an employment contract or otherwise, and their heirs.
- The legal relationship between the Partnership Hielkema & co and the client, as well as those who make use of its services, is governed by Dutch law. Disputes shall be settled exclusively by the competent court in Amsterdam, the Netherlands.
- These general terms and conditions have been drawn up in Dutch and English. The Dutch text is binding.
These general terms and conditions are available on the Partnership’s website: www.hielkemaco.nl.