GENERAL CONDITIONS OF CORPORATE & RECOVERY . LEGAL B.V,
THE HAGUE, THE NETHERLANDS
- Corporate&recovery.legal, C&R.L and corporaterecovery.legal are tradenames of Corporate & Recovery . Legal B.V., a limited liability company incorporated under the laws of the Netherlands, trade register number 85736546, whose object is to act as a firm to practice the profession of lawyer (in Dutch: advocaat) (“C&R.L”).
- These general conditions are applicable to all assignments and instructions (including, without limitation, supplemental and further instructions and future assignments) involving C&R.L, unless explicitly agreed otherwise in writing prior to the acceptance of any instructions. The applicability of the client’s general conditions is explicitly excluded. Unless communicated to C&R.L otherwise in writing, the members of the group companies of the client agree with the instruction of C&R.L and the applicability of the general terms & conditions of C&R.L on these and future assignments for the client and for themselves.
- The client agrees that all communication exclusively takes place via the internet and not by regular mail, and that e-mails sent to an e-mail account of the client which is generally used for communication with C&R.L is deemed to be distributed immediately to the statutory management of the client.
- All instructions are deemed to be instructions rendered to and accepted by C&R.L only, pursuant to a contract for professional services (in Dutch: overeenkomst van opdracht), even if it is the express or implied intent that an instruction will be performed / carried out by a specific person. The operation of article 7:404 of the Dutch Civil Code, which addresses the last-mentioned case, and the operation of article 7:407 (2) of the Dutch Civil Code, which creates a joint and several liability in those cases in which an instruction is given to two or more persons, is excluded. In acting upon an instruction, C&R.L may call upon the assistance, under its responsibility, of employees of C&R.L and, where appropriate, may engage the services of third parties. The client is responsible for the communication to C&R.L, which entails that also instructions rendered by a non-statutory director of the client shall be binding, and that all necessary corporate approvals (including approvals from the works council etc.) for the assignment and the instructions have been obtained by the client in advance.
- Performance of the assignments, proposed fee quotes and fixed fee arrangements are all subject to a full written disclosure by the client upfront of all possible relevant facts and circumstances. C&R.L is also not responsible for changes in adopted legislation or jurisprudence officially published after the commencement of the assignment.
- C&R.L shall exercise due care in performing an instruction and selecting and engaging the services of third parties. Any and all liability in respect of such third parties is excluded unless damage is caused by a breach of this duty of care.
- Rendered assignments by the client for services of C&R.L constitute at most an obligation for C&R.L to perform to the best of its abilities and such assignments shall never imply or guarantee a result. Unless agreed otherwise, C&R.L does not render advice on topics other than Dutch Civil Law (therewith excluding for instance advice regarding tax law and its consequences). If the performance of an instruction by C&R.L gives rise to liability, this liability shall at all times be limited to the amount which is paid under C&R.L’s liability insurance in respect of the matter concerned plus the amount of any deductible (in Dutch: eigen risico) which under the terms of the insurance policy is for the account of C&R.L. If, for whatever reason, the insurer makes no payment under the insurance policy referred to above, any liability shall be limited to a sum equal to the amount paid by the client to C&R.L in relation to the matter, or the relevant part thereof, in respect of which the liability has arisen, subject to a maximum of EUR 20,000. Without prejudice to the provisions set forth in article 6:89 of the Dutch Civil Code, the right to compensation for damages shall at any rate terminate twelve months after the occurrence of the event that caused, whether directly or indirectly, the damages for which C&R.L is liable.
- Performance by C&R.L of instructions shall be exclusively on behalf of the client. The (contents of) the works and services performed shall not grant / confer any rights to third parties.
- In respect of instructions performed: fees, disbursements, office expenses, and VAT shall be payable by the client. Invoices must be paid within the period stated on the invoice or, in the absence thereof, ultimately within fourteen days from the date of the invoice. Should payment not be received within such period, the client shall be deemed to be in default, without any further notice being required. The foregoing does not apply to work for instructions whereby an advance payment is requested in which case the obligation to pay immediately arises per the moment the work is performed. All payments shall be made to the bank account of C&R.L without set-off, deductions or (self-)attachment. When a third party pays an amount for the client, this payment always constitutes an irrevocable fulfilment.
- C&R.L shall always have the right to request the client to make an advance payment, which obligation is deemed to be immediately due and payable by the client. Any such advance shall immediately be set off against the time spent and/or against the final invoice in the relevant matter. Upon payment of the following invoice, the set-off shall be released and the advance payment shall act as security for the time spent after the payment. The foregoing does not restrict the right of C&R.L to send invoices for continuant work.
- C&R.L is the controller regarding the personal data processing related to its services. C&R.L processes personal data in accordance with its privacy statement (see C&R.L’s website: www.corporaterecovery.legal ).
- The relationship between C&R.L and the client is governed by the laws of The Netherlands. The court of The Hague, the Netherlands shall have exclusive jurisdiction over any dispute which may arise between C&R.L and a client. Notwithstanding the above, C&R.L shall also have the right to take legal action against the client in a court of law that would have had jurisdiction over disputes between the client and C&R.L if the above nomination of jurisdiction had not been made.
- Notwithstanding the right of the client to institute proceedings before the The Hague District Court, performances by C&R.L are subject to its complaint and dispute resolution rules; see www.corporaterecovery.legal for further information.
- These general conditions are stipulated not only for the benefit of C&R.L, but also for the benefit of attorney(s) at law operating for C&R.L, its direct en indirect shareholder(s) and their managing director(s), managing directors of C&R.L, employees and all persons engaged by C&R.L in relation to the performance of an instruction. All foregoing third parties have accepted this beneficial applicability.
- In the event of any conflict between the Dutch text of these general conditions and the text of any translation thereof, the Dutch text shall prevail.