General Terms and Conditions
Guldemond Advocaten B.V.

Guldemond Advocaten B.V. (“Guldemond Advocaten”) is a private limited company under Dutch law. Guldemond Advocaten has its registered office in Amsterdam and is registered with the Chamber of Commerce under number 86126792.

The assignment between Guldemond Advocaten and the client is an assignment agreement under Dutch law. Assignments are executed exclusively subject to the applicability of these General Terms and Conditions.  Guldemond Advocaten will exclusively render advice according to Dutch law, unless parties have agreed otherwise in writing. Guldemond Advocaten undertakes best efforts obligations, and does not undertake to achieve a certain result. Assignments given to persons working at Guldemond Advocaten are considered to have been given exclusively to Guldemond Advocaten, even if it is the intention that an assignment will be executed by a specific person. Applicability of article 7:404, article 7:407 paragraph 2 and article 7:409 of the Dutch Civil Code is excluded.

These General Terms and Conditions apply to every assignment, including every subsequent or supplementary assignment, given to Guldemond Advocaten or to persons working at Guldemond Advocaten. Persons working at Guldemond Advocaten” means: every present or former direct or indirect subordinate, present or former employee, present or former shareholder of Guldemond Advocaten, the practice companies of those shareholders, the present or former managing directors and shareholders of those practice companies, the present or former advisors of Guldemond Advocaten and other auxiliary persons engaged by Guldemond Advocaten.

By giving an assignment to Guldemond Advocaten, the client waives the right to hold persons working at Guldemond Advocaten liable, for whatever reason.

Guldemond Advocaten is insured against professional liability. This professional liability insurance covers damages up to an amount of EUR 5,000,000 per claim. If the insured interest of the client exceeds the insured amount, Guldemond Advocaten will, upon written request, make an effort to obtain a higher coverage at the client’s expense.

If the execution of an assignment by Guldemond Advocaten leads to liability of Guldemond Advocaten, such liability shall be limited to the amount paid out in the relevant case by the professional liability insurance of Guldemond Advocaten, increased by the amount of the deductible that has to be borne by Guldemond Advocaten pursuant to the applicable insurance policy in the matter concerned.

Without prejudice to the provisions in article 6:89 of the Dutch Civil Code, every claim against Guldemond Advocaten and/or its associates expires in any case if it is not brought before the competent court within twelve months after the event that caused the damage was discovered or reasonably should have been discovered. Guldemond Advocaten can only be considered to interrupt the term of forfeiture if Guldemond Advocaten and the client have explicitly agreed upon this in writing in the agreement for services.

Unless explicitly agreed otherwise in writing, Guldemond Advocaten charges a fee to the client for its services, which is calculated by multiplying the number of hours spent on the case by the lawyers involved with the rates that apply to the lawyers involved from time to time, multiplied by VAT and a reasonable surcharge for office costs.

Guldemond Advocaten is entitled to periodically adjust its hourly rates. In doing so, Guldemond Advocaten ensures, as much as possible, that a reasonable fee is charged, taking into account the circumstances. All external costs incurred by Guldemond Advocaten in the execution of an instruction (such as court registry fees, travel, bailiff, courier, delivery, interpreting and translating costs) and which fall outside the office expenses, will in addition be charged as disbursements. Moreover, Guldemond Advocaten is entitled to ask for an advance payment. An advance payment will be settled with the final invoice.

In principle, invoices are submitted on a monthly basis. If applicable, VAT will be charged. Invoices should be paid 14 days after the invoice date. If the client fails to pay invoices within this term, Guldemond Advocaten is entitled to suspend its activities with immediate effect without being obliged to compensate any damage that may arise as a result thereof. If the client, acting in the course of a profession or business, fails to pay invoices on time, legal commercial interest will be due as from the due date and Guldemond Advocaten will be entitled to charge extra-judicial collection costs, estimated at 15% of the principal amount.

In the event no objections concerning the invoice have been reported to Guldemond Advocaten within 14 days, the client is deemed to have accepted the invoice, as well as the work and registration underlying it.

Guldemond Advocaten has the right to keep files only in the form of a digital copy or scan and to destroy scanned files. Guldemond Advocaten has the right to destroy the file without further notice five years after closing a case. If the client wishes to keep an original copy of a document delivered to Guldemond Advocaten, he/she should indicate this in writing at the time of delivery. The document concerned should be requested from Guldemond Advocaten without delay, but no later than three months after closing the case.

When engaging third parties Guldemond Advocaten will, as much as possible, consult in advance with the client. Guldemond Advocaten is authorised by the client to accept liability limitations and other general terms and conditions of third parties on behalf of the client. Guldemond Advocaten is not liable for mistakes or shortcomings of third parties in the execution of their duties.

The client indemnifies Guldemond Advocaten against all claims by third parties, including the costs of legal assistance, which are in any way related to the work performed for the client, unless such claims result from intent or gross negligence on the part of Guldemond Advocaten.

Guldemond Advocaten will treat confidential information received from the client in the context of executing the instruction with due observance of the applicable laws and regulations. Guldemond Advocaten has the client’s permission to communicate with the client by electronic means, unless the parties have agreed otherwise in advance.

Every provision in these General Terms and Conditions may be invoked by all persons working at Guldemond Advocaten, in whatever capacity, as well as their legal successors. Anything stipulated in these General Terms and Conditions for the benefit of Guldemond Advocaten will be considered an irrevocably agreed upon stipulation in the sense of article 6:253 of the Civil Code.

Furthermore, the Office Complaints Procedure of Guldemond Advocaten applies to all assignments concluded between Guldemond Advocaten as contractor and third parties. This Office Complaints Regulation is sent free of charge on request and can be consulted on www.guldemondadvocaten.nl. If internal complaint procedures do not lead to a solution, all disputes concerning the services of Guldemond Advocaten, including disputes regarding invoices, will be settled according to the Legal Profession Disputes Committee Rules, without prejudice to Guldemond Advocaten’s authority to turn to court if the client has not submitted a dispute regarding invoices to the Disputes Committee within fourteen days after being requested to pay. If the client is a consumer, the Disputes Committee decides by means of a binding advice, unless the client who is a consumer applies to the court within one month after the complaint has been handled by the lawyer. If the client who is a consumer does not deposit the outstanding amount with the Disputes Committee in accordance with the provisions of the aforementioned Rules, arbitration shall be applicable. Disputes with business clients shall be settled by arbitration. The Regulations of the Disputes Committee for the Legal Profession will be sent on request.

As a result of applicable laws and regulations (including the Money Laundering and Terrorist Financing (Prevention) Act), Guldemond Advocaten is obliged to establish the identity of clients and, under certain circumstances, to report unusual transactions to the authorities. All personal data are processed in conformity with the General Data Protection Regulation (“AVG”).

The legal relationship between the client and Guldemond Advocaten is exclusively governed by Dutch law. The competent judge in Amsterdam has exclusive jurisdiction regarding any disputes which may arise from the legal relationship between the client and Guldemond Advocaten. In the event of a dispute about the contents and purport of these general terms and conditions in any translation, the Dutch text of these general terms and conditions shall be binding.