General terms and conditions

GENERAL TERMS AND CONDITIONS

Article 1 – Definitions

These general terms and conditions use the following terms:

Client:
The contracting party of the Firm being the natural person who instructs The Legal Group, as well as every legal person who is represented on behalf of this natural person.

The Legal Group:
The private limited company TLG Advocaten B.V. with its statutory seat and offices at (1071 HG) Amsterdam, Willemsparkweg 34, the Netherlands, and registered with the Dutch Chamber of Commerce under number 34207074 and its subsidiary IE Advocaten B.V.

Fee:
The financial remuneration – excluding Advances and 6% Firm costs – which The Legal Group charges the Client for executing the Agreement with the Client.

Firm:
The Legal Group and all the people associated therewith who are involved in performing the Client’s instructions.

Firm costs:
The fixed supplement of 6% on the Fee to pay the costs of office facilities.

Agreement:
The engagement agreement between The Legal Group and the Client.

Advances:
The costs incurred by The Legal Group on behalf of the Client.

Article 2 – Applicability

2.1       These general terms and conditions apply to all legal relationships between The Legal Group and the Client and in particular to the legal services provided by The Legal Group on behalf of the Client.

2.2       All clauses in these general terms and conditions are also drawn up for all staff working for The Legal Group and/or are and/or will be engaged by The Legal Group.

2.3       Deviations from these general terms and conditions are only valid if these are expressly agreed in writing. The Legal Group expressly rejects the applicability of any general terms and conditions used by the Client.

Article 3 – Agreement

3.1       The Agreement comes into being once the Client’s instructions have been accepted by The Legal Group.

3.2       The Client agrees that every partner of The Legal Group can authorise the execution of the agreement by other members of the team. The applicability of articles 7:404 of the Dutch Civil Code and 7:407 section 2 of the Dutch Civil Code is expressly excluded.

Article 4 – Fee

4.1       For the execution of the Agreement, the Client pays the Fee plus Advances, 6% Firm costs and turnover tax unless agreed otherwise in writing.

4.2       Parties may agree a fixed Fee when drawing up the Agreement. If no fixed Fee is agreed, the Fee will be based on actual hours worked. The Fee will be calculated according to the usual hourly rates of The Legal Group, applicable for the period in which the work is performed.

Article 5 – Payment

5.1       The Client must pay all invoices sent by The Legal Group within fourteen (14) days of the date sent. Objections to the amount stated in the invoices do not postpone the Client’s payment obligation.

5.2       If the Client fails to pay within the term of fourteen (14) days, the Client is deemed legally in default. Pursuant to Article 6:119 of the Dutch Civil Code, the Client as a natural person is then liable to pay statutory interest. Pursuant to Article 6:119a of the Dutch Civil Code, the Client as a legal person is liable to pay statutory commercial interest. The interest over the amount payable will be calculated from the moment that the Client is in default to the moment when the total payment is received.

Article 6 – Complaints

6.1       Complaints about the work performed by The Legal Group must be submitted in writing to The Legal Group by the Client within eight (8) days of establishing the fact, or at the latest within fourteen (14) days after the completion of the relevant work. Any complaint must include a detailed description of the shortcoming discovered by the Client so that The Legal Group is able to provide a satisfactory response.

6.2       If a complaint is justified, The Legal Group will be given the opportunity to do the work again. If it is no longer possible to perform the relevant work according to objective standards, The Legal Group will only be liable within the limits of Article 7.

Article 7 – Liability

7.1       The liability of the Firm towards the Client and third parties for damage arising from or associated with the execution of the Agreement is limited to the amount to be paid out under the professional liability insurance, plus the amount of the excess according to the policy concerned.

7.2       If and for whatever reason, no payment is paid out under the above-mentioned insurance, or if the above-mentioned insurance offers no cover, all liability of the Firm is limited to the invoice value of the work, whose failings caused the damage or – if this cannot be established – the invoice value of the work which The Legal Group had carried out for the Client at the time that the incident which caused damage took place.

7.3      The above-mentioned liability limitations also apply in the case that the Firm is liable for errors made by third parties contracted by the Firm or for the unsatisfactory performance of equipment, software, databases, registers or other matters used by the Firm in the execution of the Agreement.

7.4       The above-mentioned liability limitations do not apply in the case of intention or gross negligence by The Legal Group and/or its managers or employees.

Article 8 – Final provisions

8.1       These general terms and conditions apply as from 1 January 2013.

8.2       In the event that any provision in these general terms and conditions becomes void or may be annulled, the other provisions continue to apply. The Legal Group and the Client will then consult on new provisions to replace the provisions which have become void or annulled, aiming wherever possible to replicate the scope of the original provision.

8.3       The legal relationship between The Legal Group and the Client is subject to Dutch law. All disputes between The Legal Group and the Client arising as a result of or in connection with the Agreement will be settled exclusively by the competent court in Amsterdam.

8.4       These general terms and conditions have been drawn up in Dutch and English. In the event of any difference of content or scope, the Dutch text is binding.

GENERAL TERMS AND CONDITIONS

Article 1 – Definitions

These general terms and conditions use the following terms:

Client:
The contracting party of the Firm being the natural person who instructs The Legal Group, as well as every legal person who is represented on behalf of this natural person.

The Legal Group:
The private limited company TLG Den Haag B.V. with its statutory seat and offices at (2587 CL) Den Haag, Badhuisweg 84, the Netherlands, and registered with the Dutch Chamber of Commerce under number 64717860 and its subsidiary IE Advocaten B.V.

Fee:
The financial remuneration – excluding Advances and 6% Firm costs – which The Legal Group charges the Client for executing the Agreement with the Client.

Firm:
The Legal Group and all the people associated therewith who are involved in performing the Client’s instructions.

Firm costs:
The fixed supplement of 6% on the Fee to pay the costs of office facilities.

Agreement:
The engagement agreement between The Legal Group and the Client.

Advances:
The costs incurred by The Legal Group on behalf of the Client.

Article 2 – Applicability

2.1       These general terms and conditions apply to all legal relationships between The Legal Group and the Client and in particular to the legal services provided by The Legal Group on behalf of the Client.

2.2       All clauses in these general terms and conditions are also drawn up for all staff working for The Legal Group and/or are and/or will be engaged by The Legal Group.

2.3       Deviations from these general terms and conditions are only valid if these are expressly agreed in writing. The Legal Group expressly rejects the applicability of any general terms and conditions used by the Client.

Article 3 – Agreement

3.1       The Agreement comes into being once the Client’s instructions have been accepted by The Legal Group.

3.2       The Client agrees that every partner of The Legal Group can authorise the execution of the agreement by other members of the team. The applicability of articles 7:404 of the Dutch Civil Code and 7:407 section 2 of the Dutch Civil Code is expressly excluded.

Article 4 – Fee

4.1       For the execution of the Agreement, the Client pays the Fee plus Advances, 6% Firm costs and turnover tax unless agreed otherwise in writing.

4.2       Parties may agree a fixed Fee when drawing up the Agreement. If no fixed Fee is agreed, the Fee will be based on actual hours worked. The Fee will be calculated according to the usual hourly rates of The Legal Group, applicable for the period in which the work is performed.

Article 5 – Payment

5.1       The Client must pay all invoices sent by The Legal Group within fourteen (14) days of the date sent. Objections to the amount stated in the invoices do not postpone the Client’s payment obligation.

5.2       If the Client fails to pay within the term of fourteen (14) days, the Client is deemed legally in default. Pursuant to Article 6:119 of the Dutch Civil Code, the Client as a natural person is then liable to pay statutory interest. Pursuant to Article 6:119a of the Dutch Civil Code, the Client as a legal person is liable to pay statutory commercial interest. The interest over the amount payable will be calculated from the moment that the Client is in default to the moment when the total payment is received.

Article 6 – Complaints

6.1       Complaints about the work performed by The Legal Group must be submitted in writing to The Legal Group by the Client within eight (8) days of establishing the fact, or at the latest within fourteen (14) days after the completion of the relevant work. Any complaint must include a detailed description of the shortcoming discovered by the Client so that The Legal Group is able to provide a satisfactory response.

6.2       If a complaint is justified, The Legal Group will be given the opportunity to do the work again. If it is no longer possible to perform the relevant work according to objective standards, The Legal Group will only be liable within the limits of Article 7.

Article 7 – Liability

7.1       The liability of the Firm towards the Client and third parties for damage arising from or associated with the execution of the Agreement is limited to the amount to be paid out under the professional liability insurance, plus the amount of the excess according to the policy concerned.

7.2       If and for whatever reason, no payment is paid out under the above-mentioned insurance, or if the above-mentioned insurance offers no cover, all liability of the Firm is limited to the invoice value of the work, whose failings caused the damage or – if this cannot be established – the invoice value of the work which The Legal Group had carried out for the Client at the time that the incident which caused damage took place.

7.3      The above-mentioned liability limitations also apply in the case that the Firm is liable for errors made by third parties contracted by the Firm or for the unsatisfactory performance of equipment, software, databases, registers or other matters used by the Firm in the execution of the Agreement.

7.4       The above-mentioned liability limitations do not apply in the case of intention or gross negligence by The Legal Group and/or its managers or employees.

Article 8 – Final provisions

8.1       These general terms and conditions apply as from 1 January 2013.

8.2       In the event that any provision in these general terms and conditions becomes void or may be annulled, the other provisions continue to apply. The Legal Group and the Client will then consult on new provisions to replace the provisions which have become void or annulled, aiming wherever possible to replicate the scope of the original provision.

8.3       The legal relationship between The Legal Group and the Client is subject to Dutch law. All disputes between The Legal Group and the Client arising as a result of or in connection with the Agreement will be settled exclusively by the competent court in Amsterdam.

8.4       These general terms and conditions have been drawn up in Dutch and English. In the event of any difference of content or scope, the Dutch text is binding.