General Terms and Conditions of the law firm Alterlaw based in Alphen aan den Rijn
Article 1: Definitions
In the General Terms and Conditions, the following terms are defined as:
- a) client: the natural person or legal entity giving the assignment,
- b) contractor: Alterlaw,
- c) assignment: any assignment for the provision of services that is established between the client and the contractor, any amendment or addition thereto, as well as all (legal) acts in preparation for and for the performance of that assignment, and
- d) consumer: the natural person not acting in the exercise of a profession or business.
Article 2: Applicability
- These General Terms and Conditions apply to all assignments that clients give to the contractor.
- These General Terms and Conditions also apply to any additional and subsequent assignment from the clients.
- The contractor is always authorized to change these terms and conditions.
Article 3: Assignment
All assignments are considered to have been given exclusively to the contractor, even and insofar as it is the express or implied intention of the client that an assignment will be performed by a specific person.
Article 4: Execution of the assignment
- All assignments are performed exclusively for the benefit of the client.
- The client is obliged to provide all information and documents that the contractor requires for the proper execution of the assignment in a timely manner.
- The client guarantees that the provided information, documents and evidence are correct and complete. This applies also in the case that the information, documents and evidence come from third parties.
- Third parties cannot derive any rights from the content of the performed work. The client shall indemnify the contractor against claims from third parties claiming to have sustained damage as a result of or in connection with the work performed by the contractor on behalf of the client.
- During the performance of the assigned activities, the contractor will act in the manner expected from a reasonably competent and reasonably acting professional practitioner. In any case, the obligations of the contractor can be qualified as a best-efforts obligation.
Article 5: Confidentiality and exclusivity
- Subject to obligations to disclose certain information imposed by rules and law, including the Money Laundering and Terrorist Financing Prevention Act and other national and international regulations of comparable purport, the contractor is obliged to observe secrecy towards third parties not involved in the execution of the assignment, unless and insofar as the client informs the contractor of the duty of confidentiality. Confidentiality concerns all information of confidential nature made available to the contractor by the client and the processing results obtained therefrom.
- In the context of a dispute or criminal case the contractor is entitled to use data and information provided by the client, as well as other data and information that the contractor has taken note of in the execution of the assignment, insofar as this is in accordance with the contractor’s standards of reasonable judgment that they may be relevant to the settlement of the dispute or defense in the criminal case.
- The contractor is entitled to the numerical results obtained after processing, provided that these outcomes cannot be traced back to individual clients or used for statistical comparative purposes.
- With the exception of the provisions of the previous paragraphs, the contractor is not entitled to disclose information when made available by the client to use for a purpose other than for which it was obtained.
Article 6: Intellectual property
- The contractor reserves all rights regarding the products of the mind that the contractor uses or has used in the context of the implementation of the agreement with client, insofar as the rights may exist or come legally into existence on the products established.
- The client is explicitly prohibited from including those products, computer programs, system designs, working methods, advice, (model) contracts and others in the reproduction, disclosure or publishing of spiritual products, with or without the involvement of third parties.
- The client is not permitted to make these products available to third parties, other than those at the contractor’s site, by obtaining an expert opinion regarding the activities of the contractor.
Article 7: Force majeure
If the contractor cannot fulfill the obligations under the agreement timely or properly as a result of a cause that cannot be attributed to the contractor, including but not limited to stagnation in the regular course of company affairs, the obligations are suspended until the time that the contractor is able to execute them on the agreed manner.
Article 8: Fee and costs
- The contractor will pay a fee for the work performed and the disbursements will be increased with VAT.
- Disbursements are expenses to be specified by the contractor for the benefit of the client, such as court fees, bailiff costs, travel and accommodation costs, courier costs etc.
- The fee payable to the contractor is calculated on the basis of the amount paid by hourly rates set by the contractor, unless otherwise agreed.
- The contractor is entitled to change the aforementioned rates annually on 1st January.
- With regard to the fee, the contractor is entitled to an advance on the future invoice to the client. This advance is at interim declared or settled with the final invoice.
- If no advance is charged, the fee will be monthly billed in the interim.
Article 9: Payment
- Payment of invoices shall be made within 14 days after the invoice date without any deduction or discount or settlement, unless otherwise agreed.
- If the payment term referred to in paragraph 1 is exceeded, the client is in default by operation of law. In the absence of timely payment, the contractor is entitled to charge default interest of 5% on the outstanding invoice amount per month.
- If the client does not pay the invoices (on time), all costs incurred by the contractor will be pursued both in and out of court. The extrajudicial costs amount to at least 15% of the principal sum, plus sales tax, but at least 120 euros plus sale tax.
- In the event that the contractor carries out an assignment for a client, being a consumer, the conditions for chargeability of extrajudicial costs and the amount thereof are subject to the new statutory regulation on extrajudicial costs as introduced on 1st July 2012.
Article 10: Complaints
- A complaint regarding the work performed and/or the invoice amount shall be filed in writing within 30 days from the date of dispatch of the documents or information that the client complains about, or within 30 days after the discovery of the defect if the client demonstrates that they could not reasonably have discovered the defect earlier.
- A complaint as referred to in the first paragraph does not suspend the client’s payment obligation.
- If the complaint is not filed on time, all relevant rights of the client will lapse.
Article 11: Liability
- Any liability of the contractor, partners and employees is always limited to the amount(s) charged by the contractor’s professional liability insurance, plus the deductible that the contractor bears under the insurance.
- If for any reason no benefit from the insurance referred to in paragraph 1 is possible, any liability is limited to the amount paid by the client to the contractor in the relevant year, including the fees paid and/or owed and excluding disbursements.
- Not only the contractor, but also all persons involved in the execution of an assignment, are subject to these general terms and conditions, including the provisions on limitation of liability. This applies also to former partners and employees who are no longer employed by the contractors, as well as their heirs.
Article 12: Cancellation
- The client and the contractor can terminate the agreement at any time (prematurely).
- Cancellation must be done in writing.
- In the case of a subscription agreement, a notice period of three months applies.
- Termination of the agreement does not release the client from the payment obligation towards the contractor.
- If the contractor terminates the agreement (prematurely), the client is entitled to transfer the work done to third parties with the cooperation of the contractor, unless the client has acted intentionally or deliberately recklessly in forcing the contractor to terminate the agreement. The contractor’s right to cooperate as stipulated in this subsection is subject to the satisfaction of all underlying outstanding advances or invoices by the client.
- Provisions of the agreement that are expressly or impliedly intended to remain in effect after termination will remain in effect thereafter and both parties will remain bound by them.
Article 13: Right of suspension
- The contractor is authorized to suspend the fulfillment of all obligations, including the transfer of items or documents to the client or third parties, up to the moment that all due and payable claims against the client have been satisfied in full.
- The provision of the first paragraph does not apply in the case of items or documents of the client that have not yet been processed by the contractor.
Article 14: Security
As security for the payment of all due amounts, the client is obliged to provide security or to cooperate in the assignment of claims at the contractor’s first request and choice.
Article 15: Applicable law and choice of forum
- Dutch law is applicable to all assignments.
- Disputes will be settled exclusively by the competent court in Rotterdam.