General terms and conditions
VRF Advocaten. Unconditional excellence in flexwork.
Article 1 Definitions
- In these general terms and conditions the following terms will have the meanings assigned to them below:
- We’ and ‘our’: the private limited-liability company Van Riel & Feyli Advocaten B.V., acting under the name ‘VRF Advocaten’.
- ‘I’ or ‘You’ or ‘your’: de natuurlijke persoon of de rechtspersoon die met ons een overeenkomst heeft.
- parties: you and us, collectively.
- contract: the contract for services in which you engage us to perform certain legal and other services and in which we accept that engagement.
- file: written documents or digital files which are required for the performance of this contract.
- fee: the costs which we charge for the performance of this contract.
- extra costs: costs to be itemised which we incur during the performance of the contract, including for example costs related to court fees, kilometres driven, appraisals, engaging enforcement agents and bailiffs, translations, engaging third parties, and also any remuneration for unspecified office expenses, including for example the costs for registered letters.
- client funds: the money you are entitled to which is deposited under an IBAN in the foundation's name.
- 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.
- 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 the performance of a contract, the quality of the provided services and/or the amount of the fee invoice.
- complainant: the person making the complaint.
- complaints officer: the lawyer who has been charged with dealing with the complaint, in principle not the lawyer performing the contract.
- dean: the dean of the Zeeland-West-Brabant Bar Association.
- GDPR: the General Data Protection Regulation.
Article 2 What do these apply to?
- These general terms and condition apply to every contract concluded between the parties, unless the parties expressly stipulate otherwise in writing. These general terms and conditions also apply to any services we perform that are not performed on the basis, or outside the framework, of the contract.
- You are aware of the fact that we must abide by the rules of conduct of the Dutch Bar Association when we practise law. You accept the consequences ensuing therefrom.
Article 3 Contract
- The contract enters into effect when we accept your engagement. That acceptance is effected by our signing of the contract or by our confirmation to you of the acceptance by means of a letter, fax, or e-mail.
- 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 this contract is separate from our classification of a file (for example, for advice we provide you throughout the calendar year).
- The reciprocal obligations arising from the contract will apply from the moment the contract is concluded.
- We will have the contract performed by a lawyer or legal expert employed by 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.
- The performance of the Contract will be rendered exclusively to benefit you.
- For us, the contract constitutes a best efforts obligation, not a result obligation.
- If 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 the written documents into a foreign language. You will bear the risk and expense of such translation.
- You will ensure that we are provided in a timely manner with all information which we specify or which you should reasonably understand to be necessary for the performance of the contract.
- 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.
- Without prejudice to the other provisions of the law, we may terminate this 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.
- 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.
Article 4 Your file
- 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.
- 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 250.00.
- The file, or parts thereof, can only be provided after the contract has ended.
- Your information will be stored in our records and managed carefully. This information is processed in accordance 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 performance of a contract, to verify any conflicts of interest or on the basis of a statutory obligation (such as the obligation to combat and prevent money laundering). In the context of external review, the Dutch Bar Association may inspect some of your formal data, subject to strict confidentiality
- The firm 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. After twenty years, the storing of this information will be continued as long as the party involved does not object.
- After the retention period expires, we will be entitled to destroy your file.
- At your request, your file can be removed from the archive within this retention period in exchange for reimbursement of the actual costs incurred.
Article 5 Data protection
- 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.
- We strive to induce our business relations to use a trusted and safe channel for the exchange of information.
- 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. VRF Advocaten will not process any personal data outside of the European Economic Area (EEA).
- For more information regarding our GDPR policy, please visit the Privacy Statement on our website.
Article 6 What are the costs?
- You owe us a fee for the performance of the contract. This can be a fixed 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, if that has been agreed. 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 we agree otherwise with you.
- If we agree with you that work will be performed based on our hourly rates, we reserve the right to increase those rates. Any such increase will be confirmed to you in writing.
- 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:
- 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;
- presenting courses, lectures, and workshops;
- drafting or amending contracts;
- engaging external parties and the costs these experts charge for performing their work.
- We determine whether an engagement falls within an area of specialisation as meant in the previous paragraph. We may also determine that an engagement is not covered by the VRF annual pass.
- A VRF annual pass can be cancelled at the end of a calendar month and is subject to a one-month notice period.
- When we accept an engagement, we will confirm the fee that will be owed in a letter, fax, or e-mail.
- We are at all times entitled to require you to pay an advance towards our fees. 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 should payments be made?
- The fee will be charged monthly via an invoice that we will send you by e-mail, unless we have agreed otherwise. 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. Any additional hours we worked will be billed at our standard hourly rate. The parties may agree to deviate from this article.
- Invoices will be sent to you by e-mail unless you have indicated in writing that you wish to receive invoices by letter or fax.
- 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.
- Any fee advance received will be set off against the final invoice.
- If an engagement has been awarded to us jointly by multiple clients, those clients will be jointly and severally liable to pay the full invoice.
- We are entitled to set off our reciprocal claims against one another.
- Unless we have agreed otherwise, you must pay invoices within 14 calendar days of the invoice date.
- 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.
- 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.
- Payments received will first be settled against any expenses, then against interest owed and then against principal.
- Should you become involved with an actual or imminent liquidation, bankruptcy or suspension of payment, your obligations to us will become immediately due and payable.
- 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 750.00.
- 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.
Article 8 Client funds
- Funds belonging to third parties ("client funds") are deposited to the IBAN held in the foundation's name.
- In order to defray the costs of administering and management the foundation's IBAN, no interest will be paid on client funds.
- Client funds are generally transferred to an IBAN you specify within 14 days of receipt, subject to settlement against any amounts 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.
- If you or a third party mistakenly deposits funds to 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.
Article 9 Intellectual property
- Unless you have obtained our advance written consent to do so, you are prohibited from duplicating, disclosing and/or exploiting any advice, regulations, contracts or other intellectual property we have created, regardless of whether this was done by engaging third parties, on pain of an immediately due and payable penalty of EUR 25,000.000 for each violation as well as EUR 1,000.00 for each day or part of a day such violation continues, without prejudice to our right to claim full or partial damages or to any of our other rights.
Article 10 What can you do if a complaint or dispute arises?
- We are members of the Disputes Committee for the Legal Profession. By concluding a contract with us, you accept the applicability of the Dispute Settlement Rules for the Legal Profession, or the rules enforced by the Disputes Committee for the Legal Profession.
- Any disputes that may arise in connection with the conclusion and/or performance of a contract, a compensation claim that does not exceed EUR 10,000.00 at the time it is submitted, and the amount and/or collection of invoices we have sent to you, will be adjudicated in accordance with the Rules of the Disputes Committee for the Legal Profession.
- A substantiated complaint must be notified to us 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.
- The complaints officer will process the complaint and notify the complaint to the subject of the complaint, affording both you and the subject of the complaint an opportunity to provide an explanation relating to the complaint.
- The subject of the complaint will try to reach a solution with you, possibly after the intervention of the complaints officer.
- 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.
- 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, the complainant may submit the complaint to the Disputes Committee for the Legal Profession.
- The complainant will not owe a fee for the costs associated with processing the complaint.
- A complaint regarding an invoice must be notified within fourteen days of the invoice date, in default of which the complaint will be deemed invalid. We may submit invoices you have failed to pay to the Disputes Committee for the Legal Profession.
- The court having territorial jurisdiction in the sub-district of Zeeland-West-Brabant and/or the Dean will have jurisdiction over disputes ensuing from a contract concluded between the parties.
Article 11 For what are we liable and not liable?
- We are not liable for any loss or harm of any kind arising from acting based upon incorrect and/or incomplete information that you have provided.
- 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 due time.
- We are not 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.
- 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.
- We are not liable for any failures to perform associated with work performed by third parties in relation to the contract. The effect of Article 6:76 of the Dutch Civil Code is excluded.
- 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.
- 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.
- Limitations of liability in our favour also extend to our employees and non-subordinate representatives and assistants.
- If, for whatever reason, our professional liability insurer refuses to pay out a benefit, any liability on our part for any harm or loss which may have arisen, including consequential loss or harm, will be expressly limited to the amount you paid for the work performed in the case which resulted in the harm or loss, up to a maximum of EUR 5,000.00.
- 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.
Article 12 Other terms and conditions
- We expressly reject the applicability of any general terms and conditions you may use.
- 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 for the parties.
- 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.
- The legal relationship between the parties is governed exclusively by Dutch law. 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.