General Terms and Conditions
Article 1: Arslan & Arslan Advocaten
1.1 Arslan & Arslan Advocaten (hereinafter referred to as “AA”) is a collaboration between Arslan & Arslan Advocaten B.V. (registered with the Dutch Chamber of Commerce under number 65787633) and BK Advocatuur (registered with the Dutch Chamber of Commerce under number 72387610). The participating parties in the collaboration operate under the common name Arslan & Arslan Advocaten. The participating parties do not form a legal entity or a partnership. The aforementioned parties work closely together but independently enter into agreements (of assignment) with their clients, and each party is individually responsible for the execution of the assignments entrusted to them.
1.2 These General Terms and Conditions of AA also apply to all agreements and services of all persons involved in the execution of any assignment by AA, as well as to all persons for whose actions or omissions AA could be held liable.
1.3 AA provides its services to the Client as an independent contractor and not as an employee, partner, agent, or in the form of a joint venture of the Client.
1.4 In these General Terms and Conditions, “Client” refers to both singular and plural.
1.5 In these General Terms and Conditions, “AA” also refers to the persons working at AA.
1.6 These general terms and conditions apply to every assignment accepted by AA, including any additional assignments and follow-up assignments.
Article 2: Agreement
All services provided by AA are exclusively accepted and performed by AA. This applies even if it is expressly or implicitly intended by the Client that the assignment will be carried out by a specific person. The applicability of Articles 7:403 (clause 2), 7:404, 7:407 (clause 2), and 7:409 of the Dutch Civil Code is excluded.
Article 3: Liability
3.1 AA is not liable to the Client (nor to others to whom services are provided) for any amount based on breach of contract, tort, law, or otherwise, for loss of profit, loss of data, or goodwill. AA is also not liable for any consequential, incidental, indirect, punitive, or special damages related to claims arising from this agreement or otherwise related to the services, regardless of the foreseeability of such loss or damage.
3.2 If an event occurs during the execution of an assignment for a Client, which leads to liability, that liability will be limited to the amount or amounts for which AA’s professional liability insurance provides coverage, including the deductible borne by AA under that insurance. The term “event” as referred to in the previous sentence also includes an omission. The amount or amounts for which AA’s professional liability insurance provides maximum coverage will be communicated to the Client upon first request. Upon request from a Client, the aforementioned maximum amount or maximum amounts may be increased on an incidental basis. The costs thereof will be passed on to the Client. If no payment is made by the insurer(s) under the abovementioned insurance for any reason, the liability will be limited to an amount equal to three times the amount invoiced by AA in the relevant case in the relevant calendar year, with a maximum of €10,000.
3.3 If AA is liable to the Client (or to others to whom services are provided) for damage arising from this agreement or otherwise related to the services, and other persons have also contributed to the damage, AA is not jointly and severally liable with those others but liable only to a reasonable extent in proportion to their contributions. The liability of AA is in any case limited to that portion of the total damage or loss that can reasonably be attributed to AA, based on the extent to which the circumstances attributable to AA have contributed to the damage or loss in proportion to the contributions of others. Any exclusion or limitation of liability imposed or agreed upon by other liable (legal) persons at any time does not affect the assessment of the partial liability of AA, nor does it affect the fact that a claim for compensation of damages can be settled or cannot be collected. Any exclusion or limitation of liability imposed or agreed upon by other liable (legal) persons at any time does not affect the assessment of the partial liability of AA, nor does it affect the fact that a claim for compensation of damages can be settled or cannot be collected.
3.4 All rights of recourse of the Client with regard to the services or otherwise arising from this agreement shall in any case expire within one year after the date on which the Client became aware of or could reasonably have become aware of such claim.
3.5 The (liability) limitations mentioned in the preceding articles (3.2 and 3.4) do not apply to damage caused by intent or gross negligence
of AA or to the extent that such limitations are prohibited by law.
3.6 The Client shall exercise its possible claims and recourse rights with regard to the services or otherwise under this agreement exclusively against AA and not against subcontractors, members, shareholders, directors, officials, partners, clients, or employees of AA. This agreement and the (liability) limitations included therein are also intended for the benefit of all persons and officials mentioned in the previous sentence, who are entitled to rely on them.
3.7 To the extent permitted by applicable law, the Client shall indemnify AA and the persons or officials mentioned in 3.6 above against all claims by third parties (including persons and enterprises affiliated with the Client) and the resulting liabilities, damages, compensations, costs, and expenses (including reasonable external and internal legal costs) arising from the disclosure of recommendation(s), communication(s), information, advice, etc. (hereinafter collectively referred to as “Advice”) of AA, the use by a third party, or the reliance on Advice by a third party. This obligation does not apply if AA has explicitly approved in writing the reliance of the third party on the Advice.
3.8 The execution of the assigned task is exclusively intended for the benefit of the Client. Third parties cannot derive any rights from the content of the performed work.
Article 4: Engagement of Third Parties
As far as reasonably possible, the third parties to be engaged by AA will be selected in consultation with the Client and with due care. AA is not liable for any shortcomings of these third parties, except in cases of intent or gross negligence on the part of AA. No prior consultation takes place by AA for the engagement of, for example, litigation attorneys, bailiffs, couriers, and/or translators. The costs for engaging third parties are borne by the Client.
Article 5: Payments
5.1 Payment of invoices for AA’s fees and expenses (such as court fees, bailiff’s costs, and extract costs) paid by AA on behalf of the Client must be made within 7 days of the invoice date, without suspension or set-off, unless otherwise agreed upon. In the event of default, the Client will be in default. As a result, statutory interest as referred to in Article 6:119a of the Dutch Civil Code can be claimed, as well as all costs incurred by AA, including costs in accordance with Article 6:96(2) of the Dutch Civil Code. Unless the Client has made known written objections, AA and the Arslan & Arslan Foundation for the Administration of Client Funds are entitled to set off or apply funds received from or on behalf of the Client to pay what the Client owes to AA. All (extrajudicial) collection costs related to the collection of invoices, with a minimum of 15% of the amount to be collected, are borne by the Client. The judicial costs are not limited to the liquidated court costs but will be fully borne by the Client if it is (largely) held liable.
5.2 AA charges a 7% surcharge on the hourly rate to cover the costs of office facilities. These costs include, among other things, overhead costs, purchase and maintenance of inventory, postage, photocopies, data traffic, ICT costs, knowledge systems, and other support.
5.3 AA has the right to change its (base) hourly rate and the travel cost reimbursement for travel by car or public transport. If the change entails an increase of more than 10%, or if an increase takes place within three months after the conclusion of the agreement between AA on the one hand and the Client on the other hand, the Client has the right to terminate the agreement. The right to terminate lapses on the 15th day after the invoice date of the first invoice sent to the Client after the increase in the base hourly rate and/or the aforementioned travel cost reimbursement.
Article 6: Other provisions
6.1 This agreement, as well as all (non-)contractual obligations arising from this agreement, shall be governed by, and shall be construed in accordance with, Dutch law.
6.2 All disputes relating to the services provided by AA and this agreement shall be initially submitted to the exclusive jurisdiction of the court in The Hague, to which each party submits for the benefit of this agreement.
6.3 If any provision of this agreement is found to be illegal, invalid, or unenforceable (in whole or in part), the remaining provisions shall remain in full force and effect. © Arslan & Arslan Advocaten B.V.
