1. The law firm
ABLD Advocatuur B.V., a private company with limited liability, is a law firm in Amsterdam, the Netherlands, registered in the trade register of the Amsterdam Chamber of Commerce under n° 3427.4414 (hereinafter: ‘the Firm’ and ‘we’). ABLD is a trade name of the Firm which has also been registered as a trademark.
2. The applicability of these ABLD General Conditions
2.1 These ABLD General Conditions shall apply to all agreements you have with us and all instructions given to us. They shall also apply to additional agreements and instructions given to us at a later time.
2.2 These ABLD General Conditions may be relied upon, not just by us but also by the (natural or legal) persons who we may involve in the performance of our agreement with you (even after they are no longer involved with the Firm), including but not limited to the advocaten and other employees working for us and our Stichting Derdengelden (Client Money Foundation). Such persons shall not become a party to our agreement with you, even after they have accepted a stipulation made on their behalf.
3. Your agreement with ABLD Advocatuur
3.1 All instructions from and agreements with you shall be solely accepted and carried out by the Firm. This shall also apply if it is your express or implied intention that the agreement or instructions, in whole or part, are carried out by one or more specific persons associated with the Firm. It is hereby agreed that the effect of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Netherlands Civil Code are excluded.
3.2 All agreements that you have with us and all instructions accepted by us shall be exclusively governed by Dutch law.*
3.3 You may terminate our agreement at any time. The right of (full or partial) rescission (‘ontbinding’) is excluded.
4. The execution of your instructions
4.1 We shall carry out your instructions and the agreement with you solely on your behalf. Others may not rely on our work for you. You shall defend, indemnify and hold us harmless (‘vrijwaren’) as well as the persons who we involve in the performance of our agreement against all third-party claims that may arise from or are in any way connected to our agreement with or instructions from you.
4.2 We are authorized to engage third parties (for example external attorneys-at-law or lawyers, bailiffs, process servers, translators, couriers) while carrying out your instructions and our agreement with you. You authorize us to contract such third parties (also) on your behalf and to agree to limitations or even exclusions of liability for breach of contract and tort. We shall not be liable for any act or omission of a third party engaged by us.
4.3 We shall be solely guided by your interests while executing your instructions and our agreement with you. We are, however, bound to observe the law and regulations applicable to advocaten registered in the Netherlands.
4.4 In carrying out our agreement we shall act as you may expect of a reasonably competent and reasonably acting attorney. We shall strive to achieve your objective, but we do not promise that this will be achieved. There is therefore a risk that you will incur costs without achieving the desired benefit or result.
5. Privacy, IT and archive
5.1 Under the Netherlands Data Protection Act we are authorized to use your data without prior notice. The Firm will use your data inter alia to check for conflicts of interest.
5.2 We stipulate that we may exchange messages, notifications and data electronically (via various internet applications and e-mail). Although we will observe reasonable care, we cannot ensure that unauthorized persons are not able to access such data.
5.3 Upon finalizing our work on your behalf, we will send you any original documents (for example, judgments or procedural documents) and close our file. We advise you to archive such documents no less than seven years from receipt. We shall only keep scanned copies in our (digital) archive.
6. Fees, expenses and disbursements
6.1 As compensation for our services we shall be entitled to payment of our professional fees as well as expenses and disbursements. If applicable, VAT will be charged.
6.2 We shall calculate our professional fees based on the hourly rate agreed with you. We shall charge time dedicated to your case rounded up to the nearest one-tenth of an hour. We may increase the hourly rate every year on 1 January by the inflation rate, and in any case by 3%.
6.3 Expenses are general office costs, charged at 6.5% of our fees. These include postage, telephone, photocopying and access to various (legal) databases for research. Disbursements are specific charges incurred on your behalf such as fees and costs of third parties (external lawyers, translators, bailiff and process server), court fees, travel and subsistence. We may periodically and separately charge you for disbursements, and may require payment on account to cover the same.
6.4 We will invoice you in principle at least once a month. We may, however, request a payment on account before commencing or continuing our services, and we may suspend our services until this payment on account is received by us. Advances paid by you will be set off against our final invoice upon closing our files.
6.5 The fees and expenses we charge are nett, free of any taxes, deductions and/or withholdings that you may be obliged to retain when making payment to us. Should these be due, a corresponding amount shall be added to our original invoice (which shall be credited and replaced with a new invoice), so as to enable you to pay us the original amount due, on a nett basis.
7. Payment of our invoices
7.1 All our invoices must be paid within fourteen (14) days after the invoice date. Time is of the essence with respect to this payment term. You may not set off or deduct any amount from the amount due, and neither are you entitled to suspend payment.
7.2 Failure to make timely payment will cause you to be in default (‘verzuim’), without a notice (‘ingebrekestelling’) to that effect being required. If you are in default, you will be liable for extrajudicial debt collection costs we incur to collect the full amount due from you. In such case you will also be liable for statutory interest for commercial transactions pursuant to Article 6:119a of the Netherlands Civil Code on the amount outstanding of our invoice and the extrajudicial debt collection costs.
7.3 If you fail to make timely payment, we are authorized to commence arbitral debt collection proceedings through the Geschillencommissie Advocatuur (Advocates Complaints Board) in The Hague, Netherlands.
7.4 We, as well as our Stichting Derdengelden, (Client Money Foundation) agree with you that payment received on your behalf shall be used to settle our invoices (including those that are not yet due) where after the remainder shall be paid to you.
8. Limitation of our liability
8.1 Our liability (including personal liability of our advocaten and employees) for breach of contract and tort is limited to the amount that the Firm’s professional and general liability insurance pays out in the specific case, plus the Firm’s deductible (‘eigen risico’). The limitation of liability will not be invoked in the event of wilful misconduct or gross negligence (‘opzet of grove nalatigheid’).
8.2 If our insurance company is not obliged to make a payment – while in law we are liable – our liability will be limited to twice the net fees paid by you in the matter concerned in the six months prior to the time we defaulted or acted unlawfully for the first time.
9. Dispute settlement
9.1 If you have a complaint relating to our services or invoice, you must submit it to us in writing no later than two months from the time you reasonably could have become aware of the issue that gave rise to your complaint. Failure to raise your complaint with us timely and in writing will cause your right to complain to lapse (‘vervallen’). If you file your complaint timely, we will review it according to our Internal Complaints Procedure that is applicable. We will respond to your complaint in writing within four weeks and where possible propose a solution.
9.2 If your complaint has not been resolved satisfactorily under the preceding paragraph, you may submit it in writing to the Geschillencommissie Advocatuur (Advocates Complaints Board), P.O. Box 90600, NL–2509 LP The Hague, The Netherlands.
9.3 The Geschillencommissie Advocatuur will resolve the dispute through arbitration in accordance with the Reglement Geschillencommissie Advocatuur (Procedural Rules of the Advocates Complaints Board) applicable at the time of submission of the dispute. The place of arbitration shall be The Hague, Netherlands and the arbitration procedures shall be held in the Dutch language.
9.4 The arbitral award of the Geschillencommissie Advocatuur shall not be subject to appeal.
9.5 Twelve months from the date of our written response to your complaint or claim in accordance with the first paragraph of this article, your legal right of action will be barred by limitation (‘verjaren’).
9.6 If the Geschillencommissie Advocatuur is not competent to adjudicate a dispute, such dispute shall be submitted exclusively to the competent judge in Amsterdam, the Netherlands.
* In these ABLD General Conditions Dutch legal concepts are translated in English terms that are comparable, though not necessarily identical to the applicable Dutch term (written in italic).