General terms and conditions
General Terms and Conditions
All services and other work are carried out under an agreement of instruction (“overeenkomst van opdracht“) with Focus On Legal B.V. The agreement is subject to the following General Conditions which have been filed with the registrar of the Chamber of Commerce in Rotterdam and contain a limitation of liability. A copy of the General Conditions will be forwarded upon request. The applicability of other conditions is herewith explicitly rejected.
General Terms and Conditions of Focus On Legal B.V.
Focus On Legal B.V. is a private company with limited liability established under the laws of the Netherlands (Registration number at Chamber of Commerce 71611770), whose object it is to exercise the practice of lawyer in the broadest sense.
These General Terms and Conditions apply to all assignments, continued assignment(s), changed assignment(s) and/or additional assignment(s) to Focus On Legal B.V.
All work is only accepted and conducted by Focus On Legal B.V. under an agreement of construction. Focus On Legal B.V. considers that every assignment, however it is worded, is entrusted to it exclusively, even if it is the express or tacit intention for an assignment to be undertaken in particular by a specific individual. The applicability of Article 7:404 of the Netherlands Civil Code, which provides for the abovementioned instance, as well as the force of Article 7:407, paragraph 2, of the Netherlands Civil Code, which establishes joint and several liability for instances in which an assignment has been issued to two or more persons, is explicitly excluded.
Any liability of Focus On Legal B.V. in, due to or in connection with the execution of a principal’s assignment or otherwise shall be limited to the amount or amounts paid out in that particular case under the professional liability insurance taken out by Focus On Legal B.V., plus the amount of the applicable deductible that, according to the policy, is not payable by the insurers for the matter in question. If, for whatever reason, no insurance payment can be made pursuant to the professional liability insurance policy taken out by Focus On Legal B.V., the liability of Focus On Legal B.V. will be limited at all times to the amount that it has already invoiced in the case concerned, which amount will in any case not exceed the sum of EUR 50,000.00.
In exercising the practice of lawyer, Focus On Legal B.V. will be represented in such cases as arise by persons who it recruits for the execution of its principal’s assignments. When the interests of its principal should clearly so require, Focus On Legal B.V. will consult with the principal when recruiting third parties, and when selecting those third parties, Focus On Legal B.V. will observe the responsibility of a good contractor without accepting any liability, nevertheless, for the shortcomings of such third parties. It is possible that third parties will want to limit their liability in connection with the execution of an assignment, and Focus On Legal B.V. hereby makes it a condition that all of the assignments that it receives from principals also entitle it to accept such a third-party limitation of liability also on behalf of its principal.
If the execution of a principal’s assignment entails a natural person or legal person established outside of the Netherlands and not affiliated to Focus On Legal B.V. being recruited to perform work within the context of the received assignment, Focus On Legal B.V. will not be liable for errors that this person or entity might make.
Assignments shall be performed exclusively on behalf of the principal. Third parties cannot derive any rights with regard to the contents of the activities carried out.
Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, any and all claims for damages become time barred one year after the day on which the principal or the party concerned becomes aware of the damage, or could have reasonable become aware of the damage and Focus On Legal B.V.’s liability for that damage.
Reclamations regarding work performed and/or amounts invoiced by Focus On Legal B.V. must be made known to Focus On Legal B.V. in writing within 30 days after remittance of the documents or information about which the principal makes the reclamation, or within 30 days after discovering the fault if the principal is able to show that it could not have discovered the fault any sooner. A reclamation as meant in this provision does not suspend the payment obligation of the principal.
Focus On Legal B.V. is not liable for damage as a result of the use of (electronic) means of communication (for example damage due to delay, non-delivery, publication, interception and/or manipulation of electronic messages by third parties or damage caused by used hardware and/or software or the transmission of viruses and the like). The parties hereby declare that they shall not hold each other liable for any damage or loss incurred by either of them as a result of the use of these means of communications. This also applies to communications with third parties. Where the principal acts in the exercise of a profession or a business, the applicability of Articles 6:227b(1) and 6:227c of the Dutch Civil Code is expressly excluded. These provisions concern the provision of information and e-commerce transactions and the way in which e-commerce transactions are concluded.
The principal is not allowed to multiply, make public and/or exploit and to have multiplied, have made public and/or have exploit the mental products of Focus On Legal B.V., amongst which operating procedures, advice and (model) contracts. Focus On Legal B.V. remains entitled to the copyright which may come into existence on its produced work.
In accordance with the applicable rules and regulations, amongst which the Money Laundering and Terrorist Financing Prevention Act (Wwft), Focus On Legal B.V. will determine the identity of its principals and under circumstances notify the authorities of unusual transactions. By giving the assignment to Focus On Legal B.V. the principle confirms that he is aware of these rules and grants permission for these rules to be implemented.
Unless otherwise agreed in writing, Focus On Legal B.V. will send its principals a monthly invoice for fees plus (i) a surcharge of 5% for general administrative costs; (ii) the specific disbursements; and (iii) when applicable, turnover tax (VAT) in connection with the handling of a case file. A broad description of the work performed will be included in the invoice, as well as a detailed statement of the persons who have performed the work on the case file concerned, in respect of which the work will be accounted for in increments of tenths of an hour.
The fee charged by Focus On Legal B.V. is to be a reflection of the value provided to the principal. In principle, the fee is calculated on the basis of the number of hours spent on a file. The level of the hourly rates applying to persons working for or acting on behalf of Focus On Legal B.V. is in principle notified at the beginning of a matter; but, even where this has been omitted, these may at all times be requested. In very complicated or urgent matters, in matters of a significant scale, financial or otherwise, there may be cause, whether on the basis of the result achieved in a matter or on the basis of the nature and the longevity of the relationship with the principal, to revise the fee, whether upwards or downwards, such to be subject to the reasonable discretion of Focus On Legal B.V. Focus On Legal B.V. furthermore reserves the right to revise the rates it charges to bring them in line with market circumstances that, in the opinion of Focus On Legal B.V., justify a general modification to the rates or the fact that persons working for or on behalf of Focus On Legal B.V. have transferred to a higher rate class as a consequence of more extended working experience and/or an increase in the expertise or experience.
Unless otherwise agreed in writing, invoices are payable ultimately 14 days after receipt. If an invoice has not been paid in full after 21 days at most following the date of invoice, the principal is in default without a notice of default being required and interest will be charged on the unpaid sum at a rate of 1% a month. Focus On Legal B.V. will have the right to send separate invoices for the interest that becomes due from the principal, and these separate invoices are payable on receipt.
Focus On Legal B.V. has an internal complaints procedure which can be found on its website, but which will also be sent upon the principal’s first request.
The principal can terminate the assignment given to Focus On Legal B.V. at any time without giving reasons. For its part, Focus On Legal B.V. will have a similar right to terminate the assignment subject to its allowance for a reasonable period for notification so that the principal can take measures, should the principal so wish, for the engagement of one or more different lawyers, this being in accordance with the Code of Conduct issued by the Netherlands Bar. Focus On Legal B.V. will be entitled to terminate the assignment, for example: (i) in the event of the non-payment of one or more of the invoices for fees and disbursements sent by Focus On Legal B.V. despite demand for payment; (ii) in the event of negligence or refusal on the part of a principal to accept and follow advice from Focus On Legal B.V.; (iii) in the event of negligence or refusal on the part of a principal to be completely open about matters or to cooperate, or if the principal otherwise adopts an attitude such that the professional efforts of Focus On Legal B.V. are undermined; (iv) in the event that any other ground should arise allowed for by or prescribed in the Code of Conduct of the Netherlands Bar.
Principals of Focus On Legal B.V. are responsible for all costs in connection with the handling of a case file throughout the time of their representation by Focus On Legal B.V. The principal will assume immediate responsibility with regard to a request from Focus On Legal B.V. for the prompt payment of these costs. This can include the cost of lawyers in other jurisdictions, experts, translators, bailiffs, surveyors, data research bureaus, etc.
Unless expressly stated otherwise, every offer from or price-fixing agreement with Focus On Legal B.V. is expressed excluding costs such as, but not restricted to: court registry fees, translation charges, expert fees, fees from surveyors, information and data research bureaus fees and courier services fees, travel expenses and international telephone calls.
Upon completion of a matter, irrespective of the reason, the matter will remain stored for 7 (seven) years in the (digital) archives of Focus On Legal B.V. When notification is made that a matter has been concluded (and/or archived) all original documents will be returned by registered mail to the most recent known address of the principal set out in the file. This means that in these archives no original documents such as notarial documents, judgments and awards, decisions, etc. will be stored. Conservation of these items is entirely the responsibility of the principal and not of Focus On Legal B.V. Archiving will also be restricted to that which Focus On Legal B.V. deems to be relevant correspondence and trial documents and will never include notes, directions, sketches, etc. When the archive period ends the documents in the archive will be destroyed. In principle, the principal receives no notification thereof.
Dutch law will apply to the legal relationship between Focus On Legal B.V. and its principals. Only the Rotterdam court will have jurisdiction over any dispute that might arise between Focus On Legal B.V. and a principal. Both Focus On Legal B.V. and also all persons who have been engaged in the execution of a principal’s assignment will be able to rely on these General Terms and Conditions.
These General Terms and Conditions of Van Focus On Legal B.V. have been drawn up in Dutch and English. The Dutch-language text will be binding in the event of a dispute concerning the content or sense of these terms and conditions.
Numansdorp, version 01 June 2018.
These General Conditions have been filed with the Chamber of Commerce in Rotterdam, The Netherlands.