General terms and conditions

ARTICLE 1 DEFINITIONS

In these general terms and conditions the following terms will have the meanings assigned to them below:

1.1 ‘We’, ‘us’ and ‘our’ : the private limited-liability company Van Riel & Feyli Advocaten B.V., acting under the name ‘VRF Advocaten’.

1.2 ‘I’ or ‘you’ or ‘your’: the natural person or legal entity for whom we will perform one or more engagements on the basis of a Contract.

1.3 Parties: you and us, collectively.

1.4 Contract: the contract for services in which you engage us to perform certain legal and other services and we accept that engagement.

1.5 Services: all services provided and work to be performed by us, whether or not in the context of the contract.

1.6 File: written documents or digital files compiled by us in the context of the performance of the contract.

1.7 Fee: the fee that we charge for the performance of the Contract.

1.8 Extra Costs: costs to be itemised which we incur during the performance of the Contract, including, but not limited to, costs related to court fees, kilometres driven, appraisals, engaging enforcement agents and bailiffs, translations, engaging third parties, and any remuneration for office expenses or extra unforeseen costs, including for example the costs for registered letters.

1.9 Client Funds: the money that accrues to third parties and not to us, which is deposited under an IBAN in the Foundation’s name.

1.10 Foundation: Stichting Beheer Derdengelden Van Riel & Feyli Advocaten as meant in Article 6.5.2 of the Legal Profession Regulations of the Netherlands Bar Association.

1.11 Complaint: any written expression of dissatisfaction by you or on your behalf in relation to us or the persons working under our responsibility with regard to the conclusion and/or the performance of a Contract, the quality of the provided Services and/or the amount of the Fee(s).

1.12 Complainant: the person making the Complaint.

1.13 Complaints Officer: the lawyer who has been charged with dealing with the Complaint, preferably not the lawyer who is performing or has performed the contract.

1.14 Dean: the dean of the Zeeland-West-Brabant Bar Association.

1.15 GDPR: the General Data Protection Regulation and related laws and regulations.

1.16 Wwft: the Anti-Money Laundering and Anti-Terrorist Financing Act.

ARTICLE 2 WHAT DO THESE GENERAL TERMS AND CONDITIONS APPLY TO?

2.1 These general terms and condition apply to every Contract concluded between the parties, unless the parties expressly stipulate otherwise in writing, and all services provided by us. These general terms and conditions also apply to quotations, offers or proposals to enter into a contract.

2.2 You are aware of the fact that we must abide by the rules of conduct of the Dutch Bar Association when we perform the Contract and/or provide services. You accept the consequences ensuing herefrom.

ARTICLE 3 THE CONTRAC

3.1 The Contract enters into effect when we accept your engagement. That acceptance is effected by our signing the Contract or by our confirmation to you of the acceptance by means of a letter, email or other form of digital message.

3.2 The Contract will be entered into for an indefinite period of time, unless it follows from the substance, nature or purport of the engagement that it was entered into for a fixed period of time. The term of the Contract is separate from our classification of a File (for example, for advice we provide you throughout the calendar year).

3.3 The reciprocal obligations arising from the Contract will apply from the moment the Contract is concluded.

3.4 We will have the Contract performed by a lawyer or legal expert affiliated with us. The effect of Articles 7:404 and 7:407(2) and 7:409 Dutch Civil Code is excluded. We are authorised to have third parties perform the services if we believe this would be conducive to the performance of the Contract.

3.5 The performance of the Contract will be rendered exclusively to benefit you.

3.6 For us, the Contract constitutes a best-efforts obligation, not a result obligation.

3.7 f we have to perform a Contract in a language other than Dutch, either in whole or in part, we may engage a certified or regular translator to translate documents into a foreign language. We may pass the Extra Costs involved on to you.

3.8 You will ensure that all data and information which we specify or which you should reasonably understand to be necessary for the performance of the Contract will be provided to us in a timely, complete and clearly legible manner. You promise not to withhold any relevant information or documents from us, failing which the consequences will be for your risk and account.

3.9 If the aforementioned information which is required for the performance of the Contract is not provided to us, or is not provided to us in a timely manner, we are entitled to suspend performance of the Contract and/or charge you the costs ensuing from the delay.

3.10 Without prejudice to the other provisions of the law, we may terminate the Contract at any time by giving notice, provided that this is done with due observance of a notice period that is reasonable in view of the circumstances.

3.11 If the communication between you and us takes place through e-mail or another form of data transfer, the parties will ensure the use of virus protection. E-mails and other forms of data transfer will not be encrypted unless the parties have made further arrangements explicitly stipulating this. We assume no liability whatsoever for any damage or loss incurred by you or third parties in connection with the above, unless there is intentional or deliberate recklessness on our part.

ARTICLE 4 YOUR FILE

4.1 You are at all times entitled to inspect your File at our office address free of charge, provided that you send a written request in advance.

4.2 Your File, or part of your File, will only be provided to you or someone you designate if you provide us with a signed confirmation that you have received the File and only after the identity of the person who requested that confirmation has been established based on a valid ID. When we provide a File, we are entitled to charge you for the time to be spent on the basis of the agreed Fee, with a minimum of EUR 265.00.

4.3 The File, or parts thereof, can only be provided after the Contract has ended.

4.4 Your information will be stored in our records and managed carefully. This information is processed in conformity with the GDPR. Personal data will only be processed as long as there is a legal basis for doing so as specified in the GDPR, such as the conclusion or the performance of a Contract, to verify any conflicts of interest or on the basis of a statutory obligation (such as the obligations pursuant to the Wwft). In the context of external review, the Dutch Bar Association may inspect some of your formal data, subject to strict confidentiality.

4.5 We will store your File digitally for at least five years after the Contract has ended and/or the File has been closed. The financial details regarding the Files will be stored for at least seven years. We may store the contact information of former clients for at least twenty years to check for any conflicts of interest. We will store your contact information for a term of at least 20 years in order to check for any conflicts of interest. After twenty years, the storing of this information will be continued as long as you do not object.

4.6 After the contract has ended and/or the file has been closed, any original procedural or other documents, or copies thereof, in our possession will be returned to you by mail or in person. We are not required to store, or responsible for storing, any original procedural or other documents, or copies thereof, in our possession after the contract has ended and/or the file has been closed and bear no liability for this. We do not have a physical archive.

4.7 After the contract has ended and/or the file has been closed, you will have the right to inspect the digital File in exchange for reimbursement of the extra costs incurred..

ARTICLE 5 PROTECTION OF PERSONAL DATA

5.1 Taking into account the nature, scope, context and purpose of the processing, we will take the appropriate technical and organisational measures in order to protect the personal data against security breaches or breaches of confidentiality or integrity and other unauthorised or unlawful forms of processing.

5.2 We strive to induce our business relations to use a trusted and safe channel for the exchange of information.

5.3 In conjunction with the third parties with whom we exchange information, we will ensure that at least the same level of security and confidentiality of the personal data is guaranteed. We do not process any personal data outside of the European Economic Area (EEA).

5.4 For more information regarding our GDPR policy, please visit the Privacy Statement on our website.

ARTICLE 6 WHAT IS THE FEE AND WHAT ARE THE EXTRA COSTS?

6.1 You owe us a Fee for the performance of the Contract. This can be a set fee, a fee based on our hourly rates, or in the form of an agreed-upon VRF annual pass. This Fee is increased by extra costs, where relevant. No prior permission from you is required to incur extra costs. For kilometres driven, we will charge you an amount of EUR 1.00 per kilometre (calculated based on the ANWB route planner) driven for the performance of the contract, plus VAT. You will not be invoiced for general office costs. You will not have to pay us for travel time in the context of the performance of the contract, unless the parties agree otherwise.

6.2 We reserve the right to increase Fees, both with respect to hourly rates and with respect to the VRF annual pass. Any such increase will be confirmed to you in writing.

6.3 The VRF annual pass covers any brief advisory work that we perform for you in relation to our areas of specialisation, those being ‘business and employment’ in general and other one-off services we offer. The following services are not covered by the VRF annual pass in any case, unless we have agreed otherwise with you:

• preparing for and conducting litigation, including but not limited to filing objections, instituting appeals, submitting a complaint and/or instituting proceedings in any dispute;
• performing investigations/audits, including but not limited to due diligence investigations;
• providing binding or other opinions/advice as an expert/auditor;
• providing comprehensive advice or drafting comprehensive written documents;
• presenting courses, lectures, and workshops;
• drafting or amending contracts;
• engaging external parties and the extra costs that this entails.

6.4 We determine whether an engagement falls within an area of specialisation as meant in the previous paragraph. We may also determine whether an engagement is or is not covered by the VRF annual pass.

6.5 A VRF annual pass can be cancelled with effect from the end of a calendar month subject to a one- month notice period, unless the parties have agreed otherwise. We are always authorised to terminate the VRF annual pass with immediate effect.

6.6 When we accept an engagement, we will confirm the fee that will be owed, or the manner in which this Fee will be determined, to you in a letter, e-mail or other form of digital message.

6.7 We are at all times entitled to require you to pay an advance towards our fee. The amount of the advance payment will be determined in consultation between you and us. We are also entitled to require you to provide other types of security for the performance of the work.

ARTICLE 7 WHEN AND HOW MUST PAYMENTS BE MADE?

7.1 The fee will be charged monthly via an invoice that we will send you by e-mail/automatically. You are required to state the e-mail address to which we can send our invoice before or upon entering into the contract. We will invoice you for the VRF annual pass monthly in advance, unless we have agreed otherwise. If the parties have agreed a fixed fee, you will generally be obliged to pay that fee before we perform the engagement. We will begin our work after the fixed fee is paid and credited to our IBAN. The fixed Fee will cover only the work for which the fixed fee was set; we will notify you of which work is covered. Other work will be billed at our standard hourly rate. The parties may agree to deviate from this article.

7.2 Additional costs will be invoiced when we are required to incur them and/or we are billed for those costs, at which point we will send an invoice to you. We will not pay out-of-pocket expenses exceeding EUR 100.00, but on a “pay when paid” basis; in other words, we will condition our payment of those expenses when we receive payment for those expenses from you. We will notify you of such expenses in a timely manner. You will bear the full risk and expense associated with the consequences of paying fee advances late. We accept absolutely no liability in this respect. Damage or loss incurred or to be incurred by us as a result of the late payment of fee advances will be fully for your account and risk.

7.3 Any fee advance received from you will be set off against the final invoice.

7.4 If an engagement has been awarded to us jointly by multiple clients, those clients will be jointly and severally liable to pay the Fee(s).

7.5 We are entitled to set off our reciprocal claims against one another.

7.6 Unless we have agreed otherwise, you must pay invoices within 14 calendar days of the invoice date.

7.7 Payment must be made by transferring the amount owed to the IBAN held by ‘VRF Advocaten’ as stated on the invoice, and the invoice number must be stated on the transfer order. We do not accept payment in cash.

7.8 After the payment term elapses, you will be in default by operation of law and will owe statutory interest on the due and payable amount as meant in Article 6:119(a) of the Dutch Civil Code, plus one and a half percent of the due and payable amount, without any previous demand being required.

7.9 Payments received will first be settled against any expenses, then against interest owed and then against principal.

7.10 Should you become involved with an actual or imminent liquidation, bankruptcy or suspension of payment, the fees you owe us will become immediately due and payable.

7.11 If you fail to perform one or more of your obligations to us, you will bear all of the costs reasonably incurred to satisfy our claim out of court, to at least include, but not be limited to, costs relating to collection and other work we perform ourselves, including sending demand letters, making demands for payment (including by telephone) and possibly implementing a payment scheme, in which these costs will be equal to at least 15 per cent of the claim, with a minimum of EUR 1,000.00.

7.12 If you do not pay the invoice, we will, in addition to the option of taking collection measures, also have the right to cease all or part of our performance of the Contract until payment is received. We will only be entitled to exercise this right of suspension after notifying you in advance and affording you a brief period of time still to meet your payment obligation. The length of the aforementioned period will be determined based on the circumstances of the case. We are also entitled to retain all Files for Contracts which are unrelated to the outstanding invoice until payment has been made in full.

ARTICLE 8 CLIENT FUNDS

8.1 The foundation linked to us has an account for the management of client funds. Client funds can be deposited into the IBAN managed by the foundation. These funds can only be used after explicit permission and/or instruction from our side. You are not free to deposit funds, or have them deposited, on the foundation’s IBAN of your own accord.

8.2 In order to defray the costs of administering and management the foundation’s IBAN, no interest will be paid on client funds.

8.3 Client Funds that accrue to you are generally transferred to an IBAN you specify within 14 days of receipt, subject to settlement against any Fees you owe us. You authorise the Foundation in advance to set off third party funds against any amounts you owe us. Client funds cannot be paid in cash. You are aware that the client funds can only accrue to the entitled party, i.e. the natural person or legal entity whose interests we have represented and in the context of which client funds have been deposited into the foundation’s IBAN. The foundation and/or we will not cooperate in depositing client funds into another IBAN than the one in the name, or also in the name, of the entitled party.

8.4 If you or a third party mistakenly deposits funds into the foundation’s IBAN instead of our own IBAN, we and the foundation will be authorised to adjust the amounts accordingly without your advance or other consent.

8.5 We are entitled to charge you a fee for the time spent on work related to the settlement of the client funds.

ARTICLE 9 INTELLECTUAL PROPERTY

9.1 Unless you have acquired our prior written consent, you are not permitted to reproduce, disclose and/or exploit any advice, regulations, agreements, models or other products of the mind produced by us or on behalf of us, albeit through the involvement of third parties or otherwise.

9.2 In addition, you are not permitted, without our prior written permission, both online or offline, to use our logo, our office name, photographs, trade names, or other matters subject to intellectual property rights, whether or not in publications and/or other expressions to third parties, or to quote or cite us from or otherwise use the products of the mind, as referred to in the first paragraph of this article, outside the context in which they were produced / supplied by us.

9.3 In case of a violation of the prohibitions referred to in this article, you will incur an immediately payable penalty of EUR 25,000.00 for each violation as well as EUR 1,000.00 for each day or part of the day that the violation continues, without prejudice to our right to claim full compensation in addition to the penalty as well as without prejudice to all our other rights.

ARTICLE 10 WHAT CAN YOU DO IF A COMPLAINT OR DISPUTE ARISES?

10.1 A complaint must be notified to us with substantiation and in writing by addressing it to the complaints officer within three months after the date on which you became aware of, or could reasonably have been expected to have become aware of, the act or omission which gave rise to your complaint.

10.2 The complaints officer will process the Complaint. The complaint officer will inform the subject of the complaint about the Complaint and afford this person an opportunity to provide an explanation relating to the complaint orally or in writing.

10.3 The subject of the complaint will try to reach a solution with the complainant, possibly after the intervention of the complaints officer.

10.4 The complaints officer will complete the processing of the complaint within a month of receipt or will provide you with reasons for deviating from this term, as well as inform you about the term within which a decision on the complaint will be rendered.

10.5 The complaints officer will inform the complainant and the subject of the complaint in writing about the decision on whether the complaint was well-founded; this notification may include recommendations. If the complaint is handled to the complainant’s satisfaction, the complainant, the complaints officer, and the subject of the complaint will sign the decision on whether the complaint was well-founded. If the complaint is not resolved, or is not resolved to the complainant’s satisfaction, after it has been handled, the complainant may apply to the dean or the competent court.

10.6 The complainant will not owe a fee for the costs associated with processing the complaint.

10.7 A complaint regarding an invoice must be notified within fourteen days after the invoice date.

10.8 All disputes in which we are involved will be submitted to the competent court for the district in which we have our registered office.

10.9 We are not affiliated with the Disputes Committee for the Legal Profession.

ARTICLE 11 FOR WHAT ARE WE LIABLE AND NOT LIABLE?

11.1 We are not liable for any loss or harm of any kind arising from acting based on incorrect and/or incomplete information that you have provided.

11.2 We are not liable for any loss or harm you incur as a result of our suspension of our performance of a Contract if that suspension is the result of your failure to pay our invoices in good time or ensues from the conditions provided in the general terms and conditions and/or the contract.

11.3 We are never liable for any indirect loss or harm, including but not limited to consequential loss or harm, lost profit, financial losses, lost savings, or harm arising from business stagnation.

11.4 Third parties cannot derive any rights from the substance of the work performed. You indemnify us against all loss claims filed by third parties that ensue from or relate to the work we performed on your behalf.

11.5 Neither of the parties will be liable to the other for any harm or loss arising from the transmission of viruses and/or other irregularities and/or the receipt of corrupted messages through data traffic.

11.6 Any liability on our part for harm or loss ensuing from or relating to an attributable failure to perform and/or an unlawful act, or that is based on any other legal ground, will be limited to the amount of the benefit actually paid out by our professional liability insurer plus the excess under that insurance policy.

11.7 Limitations of liability in our favour also extend to our employees and non-subordinate representatives and assistants.

11.8 All claims on your part expire 12 months after the date on which you became aware, or could reasonably be expected to have become aware, of those claims or other rights or powers.

11.9 No rights can ever be derived from general statements on our part, on our website, on social media channels or elsewhere. We are never liable for the content. Hyperlinks on the website of www.vrfadvocaten.nl to websites of third parties are only included to be of service to the visitor of the website. By using these hyperlinks, the visitor will leave the website of www.vrfadvocaten.nl. We have not carried out any monitoring activity on the websites linked to the www.vrfadvocaten.nl website and do not check how they are managed, what the content is and what the availability is for use, nor are we responsible for this in any way. We therefore do not warrant or make any representations regarding these websites, or the material that may be retrieved from those websites, or for any result that may be obtained through their use. Should the visitor of the website of www.vrfadvocaten.nl decide to gain access to the websites of third parties, whether or not via the website www.vrfadvocaten.nl, then the visitor does so exclusively at their own responsibility and at their own risk. We do not accept any liability for this.

ARTICLE 12 OTHER TERMS AND CONDITION

12.1 We expressly reject the applicability of any general terms and conditions you may use.

12.2 The provisions of the Contract and these general terms and conditions which are expressly or implicitly intended to continue to apply after the termination of the Contract will remain in full force and effect and will continue to be binding on the parties.

12.3 If the Contract and/or these general terms and conditions contain any invalid provisions, that will not result in the invalidity of the other provisions in the Contract and/or these general terms and conditions. The invalid provision concerned will be replaced by a legally valid provision that corresponds as much as possible with the parties’ intent in the invalid provision.

12.4 The legal relationship between the parties is governed exclusively by Dutch law.

12.5 You are aware that we as a law firm are obliged to report unusual transactions under the Wwft. We must file these reports to the FIU-Netherland. You accept the consequences that may arise from this.

12.6 We are entitled to amend these general terms and conditions at any time. The amended general terms and conditions will apply to new and existing Contracts. The most recent version of the general terms and conditions is published on our website at www.vrfadvocaten.nl and can be reviewed at our visiting address.