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1. Definitions
In these general terms and conditions:
CDGA means Corten De Geer Advocaten B.V., established in Amsterdam, the Netherlands.
Cliënt means any natural person or legal entity instructing CDGA.
Services means all services and activities performed by or on behalf of CDGA.
Information about the persons who hold shares inCDGA through their (holding) companies (the share holders) is available upon request.
2. Applicability
These general terms and conditions apply to all engagements with CDGA, including any follow-up or additional engagements.
The applicability of any general terms and conditions of the Client is expressly excluded
3. Engagement
All engagements are accepted and performed exclusively by CDGA, even if it is the express or implied intention of the Client that services are performed by a specific person.
Sections 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are excluded.
The provisions of these general terms and conditions are also stipulated for the benefit of CDGA’spartners, their (holding) companies, CDGA’s directors and all persons working for CDGA or engaged by CDGA in the performance of the Services.
4. Performance of services
CDGA shall perform the Services with the degree of care expected from a reasonably competent andreasonably acting solicitor.
CDGA may engage partners, solicitors, legal assistants and third parties in connection with theperformance of the Services.
5. Third Parties
When engaging thirdparties, CDGA shall consult with the Client where reasonably possible, except where bailiff services are concerned. CDGA shall exercise due care in selectingthe third parties it engages.
CDGA shall not be liable for shortcomings of third parties engaged by CDGA, except in the event of wilful misconduct or gross negligence on the part of the person or persons incharge of CDGA.
CDGA is authorised to accept limitations of liability of third parties on behalf of the Client.
6. Fees and Costs
Unless agreed otherwise, Services shall be charged on the basis of time spent and applicable hourly rates.
CDGA may periodically adjust its rates, including on the basis of inflation, seniority, experience ormarket conditions.
Disbursements, travel expenses, court fees, third-party costs and other matter-related expenses may be charged separately. Disbursements are passed on without any mark-up and are stated separately onthe invoice.
If, at the Client’s request, CDGA provides an estimate, budget or fee indication, such estimate shall be based solely on the information, documents, facts, circumstances and scope of work provided by the Client at that time. Any such estimate is indicative only and shall not bebinding. CDGA may adjust its work and fees if new information becomes available, the scope or complexity of the matter changes, additional work becomes necessary or further instructions are provided by the Client.
Any additional questions or instructions asked or given after the estimate has been provided are not covered by that estimate.
Unless agreed otherwise, the time spent on a matter is recorded and accounted for per activity in units of at least 0.1 hour. CDGA’s records shall, subject to evidence to thecontrary, serve as proof of the extent of the Services performed.
7. Invoicing and Payment
CDGA generally invoiceson a monthly basis.
Invoices are payable within 14 days after the invoice date.
If payment is not made on time, the Client shall be in default by operation of law and he statutory commercial interest within the meaning of section 6:119a of the Dutch Civil Code, or, if the Client is a consumer, statutory interest, and reasonable collection costs shall become payable.
CDGA may require advance payments or retainers and may suspend its Services in the event of non-payment. Services shall be suspended only after the Client has been notified. CDGA shall not be liable forany damage arising from such suspension. Any advance payment or retainer shall be settled upon completion of the engagement.
If the Client has legal expenses insurance or anyother form of legal costs coverage, the Client shall at all times remain fully responsible for timely payment of CDGA’s invoices in accordance with the engagement letter and these general terms and conditions.
The Client shall remain responsible for all communications with the insurer, including obtaining and maintaining coverage, submitting invoices and providing required information. CDGA shall not be responsible for the scope of coverage provided by the insureror for any decision by the insurer regarding reimbursement of costs.
Limited or absent reimbursement by an insurer shall not affect the Client’s payment obligations towards CDGA.
8. AML and Complaince
CDGA is required to comply with applicable laws and regulations, including the Money Laundering and Terrorist Financing (Prevention) Act (Wwft), sanctions legislation and other compliance obligations.
In this context, CDGA may carry out customer due diligence and request information or documentation, including identification and UBO details, the ownership structure of your company or companies, and the source of the funds in question.
If the engagement falls within the scope of the Wwft, CDGA may only commence work once this information has been received and the customer due diligence has been completed.
CDGA is entitled to suspend or terminate the provision of services if the obligations under theWwft are not met.
9. Privacy and Data Protection
CDGA processes personal data in accordance with applicable privacy legislation, including the General Data Protection Regulation (GDPR).
Further information regarding the processing of personal data is set out in CDGA’s privacystatement.
10. Electronic Communication and Cybersecurity
Communication, including email and internet-based data exchange, may involve security risks.
CDGA shall implement appropriate security measures but cannot guarantee that electronic communications areentirely secure, error-free or uninterrupted.
CDGA shall not be liable for damage arising from interception, manipulation, malware, cyberattacks,technical failures or delayed delivery of electronic communications, except incases of wilful misconduct or gross negligence.
CDGA shall never request changes to bank account details solely by email.
11. Use of Technology an AI
CDGA may use technological tools, including AI applications, for legal research, documentanalysis, translation, automation and drafting purposes.
CDGA shall ensure that such use complies with the confidentiality and professional duties applicable to solicitors.
12. Liability
Any liability of CDGA shall be limited to the amount paid under CDGA’s professional liability insurance in the relevant matter, increased by the applicable deductible.
If, for any reason, no payment is made under such insurance, liability shall be limited to the feesinvoiced by CDGA in the relevant matter during the preceding twelve months, subject to a maximum of EUR 100,000.
CDGA shall not be liable for indirect or consequential damages, loss of profit, loss of savings or reputational damage.
Any claim shall lapse if not submitted in writing with substantiation within one year after the Client became aware, or could reasonably have become aware, of the damage. This lapse period is without prejudice to the period referred to in article 14.2.
The limitations of liability also apply for the benefit of partners, employees and third parties engaged by CDGA.
The limitations of liability shall not apply in the event of wilful misconduct or gross negligence on the part of the person or persons in charge of CDGA. Information regarding the professional in demnityinsurance taken out by CDGA will be provided upon request.
The Client shall indemnify CDGA against all third-party claims that are in any way connected with the Services performed for the Client, as well as against the reasonable costs of legal assistance incurred in that connection.
13. File Retention
CDGA may retain files and related information for such period as it deems appropriate in view of legal obligations and internal retention policies.
After expiry of that period, CDGA may destroy files.
14. Complaints and Disputes Scheme for the Legal Profession
14.1 All instructions accepted by CDGA are subject to the Complaints and Disputes Scheme for the Legal Profession (Klachten- en Geschillenregeling Advocatuur). If CDGA is unable to resolve a complaint through its internal complaints procedure, the complaint may be submitted to the Disputes Committee for the Legal Profession (Geschillencommissie Advocatuur). Further information regarding this scheme shall be provided upon request.
14.2 After CDGA has responded to a complaint inwriting, the Client shall have a period of twelve (12) months to submit the complaint to the Disputes Committee for the Legal Profession in The Hague. After expiry of this period, such right shall lapse.
14.3 The submission of a complaint or the commencement of proceedings before the Disputes Committee for the Legal Profession shall not suspend the Client’s payment obligations. The Client shall remain obliged to pay all invoices issued by CDGA in a timely and full manner in accordance with the engagement letter and these general terms and conditions.
14.4 If the Client disputes only part of an invoice or part of the services rendered, CDGA is entitled to submit the undisputed part of its claim for collection to the competent court in Amsterdam, irrespective of any pending complaint procedureor proceedings before the Disputes Committee for the Legal Profession.
14.5 Disputes relating to the collection of unpaid invoices, in sofar as they concern undisputed servicesrendered or undisputed invoices, shall not fall within the exclusive jurisdiction of the Disputes Committee for the Legal Profession and may besubmitted directly by CDGA to the competent court in Amsterdam.
14.6 The foregoing shall not prejudice CDGA’s right to recover its claims through judicial proceedings in accordance with applicable law and regulations.
15. Governing Law and Competent Court
15.1 All agreements between CDGA and the Client shall be governed exclusively by Dutch law.
15.2 Any disputes falling outside the scope of the Complaints and Disputes Scheme for the Legal Profession, as well as disputes relating to the collection of invoices, shall be submitted exclusively to the competent court in Amsterdam.
15.3 If and in sofar as adispute partly concerns a complaint within the meaning of the Complaints and Disputes Scheme for the Legal Profession and partly concerns the collection of undisputed invoices, the competent court in Amsterdam shall retain exclusive jurisdiction with regard to the collection-related part of the dispute.
16. Language
These general terms and conditions have been drafted in Dutch and English. In the event of discrepancies, the Dutch version shall prevail.
