1. Davids Advocaten B.V. (“Davids Advocaten”) is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with registered office in Amsterdam whose legal practice is conducted by lawyers, in the broadest sense of the term and by other persons engaged by Davids Advocaten.
2. These general terms and conditions (“General Terms”) apply to all work performed or to be performed by or on behalf of Davids Advocaten and to all legal relations of Davids Advocaten with third parties.
3. The term “persons affiliated with Davids Advocaten” includes: (a) persons who work, have worked or will work for or are otherwise affiliated with Davids Advocaten in the capacity of direct or indirect shareholder, former, present or future participation of (a) shareholder(s), managing director, employee, consultant, freelancer or in any other capacity; and (b) Stichting Beheer Derdengelden Davids Advocaten (“Stichting Beheer Derdengelden”). A reference in these General Terms to “persons” includes a reference to natural persons, legal entities, and other entities.
4. The term “client” means the natural person, legal entity, or other entity that enters or will enter into an agreement with Davids Advocaten with the view to work being carried out by Davids Advocaten or that is otherwise involved in a legal relationship with Davids Advocaten in relation to such work. The term “work” includes the performance of services or other performances by any name. Insofar as this does not already follow from the previous sentences in this clause 4, “work” shall also include work for third parties connected to the client (including current or former directors, employees, shareholders or group companies of the client). The work performed for those third parties shall be considered work for the client. The client shall pay the related fees to Davids Advocaten and the client undertakes – if and insofar as applicable – to pass on to such third party or parties that part of the fees for the work performed for them.
5. Davids Advocaten is the exclusive contracting party in respect of all commissioned work. This also applies if it is expressly or implicitly the intention for an engagement to be carried out by one or more persons affiliated with Davids Advocaten. The applicability of Sections 7:404 and 7:407 (2) of the Dutch Civil Code (Burgerlijk Wetboek) is expressly excluded.
6. As required by the Act for the prevention of money laundering and the financing of terrorism (Wet ter voorkoming van witwassen en financieren van terrorisme) Davids Advocaten is obliged to identify its clients. The client shall provide Davids Advocaten with all relevant documentation thereto. Davids Advocaten reserves the right to suspend performance of the engagement until the aforementioned documents have been received.
7. If third parties are to be involved in connection with work commissioned to Davids Advocaten, Davids Advocaten shall, if and to the extent possible, consult with the client in advance and shall exercise due care in selecting such third-party agents. Davids Advocaten shall not be liable for any failure or default by any such third party in the performance of its services. Davids Advocaten has the right to accept, on behalf of the client, any limitation of liability stipulated by any such third party.
8. Any and all liability of Davids Advocaten in respect of any work performed or to be performed by or on behalf of Davids Advocaten or otherwise relating to an assignment given to Davids Advocaten or any other legal relation entered into by Davids Advocaten, shall be limited to the amount which can be claimed in the particular case under the professional liability insurance(s) taken out by Davids Advocaten, increased by the amount which Davids Advocaten has to bear as its own risk in that particular case pursuant to the terms of such insurance(s). This limitation of liability of Davids Advocaten applies irrespective of whether the liability is based on an agreement, the law (such as a wrongful act) or any other legal ground.
9. If for whatever reason no payment is made in the relevant case under the professional liability insurance(s) taken out by Davids Advocaten, the liability of Davids Advocaten, irrespective of the legal ground thereof, is limited to an amount of € 50,000 or – if the amount paid by the client to Davids Advocaten in connection with the assignment, or the part thereof in which the liability arose, is higher – to that amount up to a maximum of € 100,000.
10. All rights of claim against Davids Advocaten related to the work performed by or assigned to Davids Advocaten (including but not limited to claims for reimbursement of damages) expire one year after the date on which the client became aware or could reasonably have become aware of the existence of such rights of claim or the damages and the possible liability of Davids Advocaten. These rights of claim expire in any event two years after the performance of said work by or on behalf of Davids Advocaten. Complaints about any shortcoming in the performance of the work referred to above, must be notified in writing to Davids Advocaten within a reasonable term after such was discovered or should reasonably have been discovered. A period of three months will be deemed to constitute a reasonable term (bekwame tijd) within the meaning of Section 6:89 of the Dutch Civil Code, after which the right to invoke a defect in performance will lapse.
11. Any liability of the persons affiliated with Davids Advocaten towards the client and third parties affiliated with the client (including but not limited to present or previous managing directors, employees, shareholders or group companies of the client) is expressly excluded. Insofar as necessary the client hereby waives, also on behalf of the third parties affiliated with the client, all rights and claims that they may have or acquire on any ground in relation to the persons affiliated with Davids Advocaten.
12. Without prejudice to clause 5 and clause 11, these General Terms and the exclusion or limitation of liability they contain may also be relied on by and for the benefit of (i) every person who is involved in the performance of the engagement or who in that regard is or becomes liable on any ground; and (ii) the persons affiliated with Davids Advocaten and their successors by universal title.
13. Except in the event of intent (opzet) or gross negligence (grove schuld) on the part of Davids Advocaten, the client shall indemnify Davids Advocaten and the persons affiliated with Davids Advocaten and hold Davids Advocaten and the persons affiliated with Davids Advocaten harmless from and against all claims, demands and actions at any time made or brought by any third party against Davids Advocaten and the persons affiliated with Davids Advocaten and which directly or indirectly result from or relate to the work or services performed or to be performed by Davids Advocaten for the client or otherwise relate to the assignment given by the client to Davids Advocaten, including without limitation any damages, costs and expenses incurred by Davids Advocaten in connection with any such claim, demand or action.
14. Clauses 5, 11, 12 and 13 and all other provisions of these General Terms that are intended to create rights for the benefit of the persons affiliated with Davids Advocaten are also intended as irrevocable third-party clauses, entered into for no consideration, for the benefit of the persons affiliated with Davids Advocaten within the meaning of Section 6:253(4) of the Dutch Civil Code.
15. Electronic communication, including email, is regarded as written communication. The client agrees to electronic communication and acknowledges that it is unsafe. Davids Advocaten is not liable if any electronic communication is intercepted, manipulated, delayed, misdirected or infected by a virus, ransomware or other malware. If the client acts in a professional or commercial capacity, the applicability of Section 6:227b (1) of the Dutch Civil Code relating to the provision of information in e-commerce and Section 6:227c of the Dutch Civil Code relating to the manner in which agreements are entered into in e-commerce is excluded. Davids Advocaten cannot guarantee the confidentiality of electronic and other communication media.
16. Unless otherwise agreed, Davids Advocaten renders its services on advance payment basis. The fees for services rendered mature immediately after the services have been performed and in accordance with the terms as set out below. The client shall pay to Davids Advocaten a fee which is calculated on the number of hours worked multiplied by the applicable hourly rates, as such rates will be determined by Davids Advocaten from time to time. In addition to the fee, the client shall be obliged to pay to Davids Advocaten the out-of-pocket expenses paid by Davids Advocaten on behalf of the client and a compensation for regular office costs (such as postage, telephone, fax and photocopying costs) determined at a percentage of the fee. All amounts due shall be increased by the turnover tax due thereon at the rate prevailing from time to time.
17. The invoices of Davids Advocaten must be paid within fourteen (14) days from the invoice date. The client is not permitted to set off any amounts owed to Davids Advocaten, in whole or in part, against any claims the client or third parties may have against Davids Advocaten. If an invoice is not timely paid, Davids Advocaten has the right to charge statutory commercial interest (wettelijke handelsrente) on the unpaid amount at the statutory rate from the fifteenth (15th) day following the invoice date.
18. Davids Advocaten or Stichting Beheer Derdengelden may receive moneys from a client or a third party related to the performance of work that are credited to a bank account of Davids Advocaten or Stichting Beheer Derdengelden at a bank designated by them. Davids Advocaten and Stichting Beheer Derdengelden are not liable if that bank fails to perform its obligations under the current-account agreement with Davids Advocaten or Stichting Beheer Derdengelden.
19. If the bank referred to in clause 18 charges Davids Advocaten or Stichting Beheer Derdengelden negative interest in respect of the deposited moneys of the client or a third party, that negative interest is payable by that client or third party and is deducted from the deposited amount.
20. Davids Advocaten is the data controller for the processing of personal data in the context of its services. Davids Advocaten processes personal data in accordance with its privacy statement (https://davidslaw.nl/privacy/).
21. The complaints procedure of Davids Advocaten applies to work performed by or assigned to lawyers of Davids Advocaten. The complaints procedure can be found on https://davidslaw.nl/klachtenregeling/.
22. Every contractual and non-contractual legal relation between Davids Advocaten and the client resulting from or related to the work performed by or on behalf of or assigned to Davids Advocaten is governed by Dutch law. Insofar there is a legal relation between a person affiliated with Davids Advocaten and the client, that legal relation is also governed by Dutch law.
23. Every dispute resulting from or related to the work performed by or on behalf of or assigned to Davids Advocaten or otherwise related to the legal relation with the client is subject in the first instance to the exclusive jurisdiction of and is decided on exclusively by the competent court in Amsterdam.
24. These General Terms have been drawn up in the Dutch language and in the English language. In case of a difference or discrepancy between the Dutch text and the English text of these General Terms or in case of a difference in the interpretation thereof, the General Terms drawn up in the Dutch language shall prevail.
25. Davids Advocaten may amend these General Terms from time to time and without prior notice. The amended general terms and conditions will govern any all subsequent legal relationships with the client.