GENERAL TERMS AND CONDITIONS OF CLINT B.V.
1. CLINT B.V. (trade names ‘CLINT Lawyers & Mediators’, ‘CLINT B.V.’ and ‘CLINT’) is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid or BV), established under Dutch law for the purpose of carrying on a law and mediation practice. In these General Terms and Conditions, ‘CLINT’ means CLINT B.V. The term ‘persons affiliated with CLINT’ is taken to mean the persons that act, or have acted, for or on behalf of CLINT, whether or not in the employ or service of CLINT.
2. All assignments between the client and CLINT, this including any legal relationship that arises as a result thereof or in connection therewith, are subject to these General Terms and Conditions. These General Terms and Conditions are also stipulated for persons affiliated with CLINT, any third party who, whether or not in the employ of CLINT, is involved by CLINT in the performance of any assignment or who is or may be liable in connection therewith, as well as all respective legal successors by operation of law (onder algemene titel). The applicability of any general terms and conditions of the client are specifically excluded.
3. All assignments are accepted and executed by CLINT, also if and in so far as it is the express or tacit intention that an assignment is to be executed by a certain person. The applicability of Sections 404 (which relates to the situation where it is the client’s intention that an instruction be carried out by a specific person) and 407(2) (which imposes a joint and several liability where an instruction is given to two or more persons) of Book 7 of the Dutch Civil Code (BW) is expressly excluded. Contrary to the provisions of Section 407 of Book 7 of the Dutch Civil Code, the persons affiliated with CLINT are not personally obliged or liable to perform such assignment, and the death of any of them does not terminate the assignment, even if the assignment is awarded with the intention of it being performed by a specific person.
4. Assignments are performed exclusively for the benefit of the client awarding the assignment. Unless CLINT expressly consents in writing to same, no one other than the client may rely on or derive rights in connection with the result of such assignment or the manner of its performance.
5. CLINT is entitled to have assignments awarded under its responsibility executed by persons who are affiliated to it, and/or, in the event CLINT deems such necessary, by engaging the services of third parties. CLINT shall, in the execution of the assignments awarded to it and at the selection by it of third parties to be engaged, observe the duty of due care which may reasonably be expected of it under the given circumstances. CLINT is entitled to agree to terms and conditions that govern its relationship with a third party or that are stipulated by a third party. In the relationship with the client, CLINT will be entitled to rely on such terms and conditions to the extent that they regard the performance of the assignment by such third party. In no circumstances will a client proceed directly against such third party. CLINT is not liable for a shortcoming or unlawful act of an engaged third party and the client indemnifies CLINT and the persons affiliated with CLINT against any third-party claim arising from or related to the performance of the assignment for the client.
6. Any liability arising from or related to the performance of any assignment will be limited to the amount that is paid out for that event under the liability insurance cover taken out, plus the amount of CLINT’s deductible that applies to this insurance cover. The insured sum (‘verzekerde som’) under CLINT’s professional liability insurance policy amounts to a maximum payout per incident (‘verzekerde som per aanspraak’) of EUR 1,000,000 and a maximum payout per year (‘verzekerde som per verzekeringsjaar’) of EUR 2,000,000.
7. If for whatever reason no payment by virtue of the insurance referred to above should be made, each liability shall be limited to the fee charged by CLINT in the case concerned in the year concerned, exclusive of VAT and disbursements. Without prejudice to that determined in Section 89 of Book 6 of the Dutch Civil Code, the right of the client to damages will lapse if proceedings are not instituted in the competent court within one year of the discovery of the relevant harm or loss.
8. The client indemnifies CLINT against all claims of third parties as well as against all additional costs that bear relation to services provided by CLINT to the client.
9. Under the current regulations, CLINT is obliged, when accepting an assignment, to establish the identity of the client, to verify whether there is no reasonable evidence that the purpose of the assignment is to prepare, support, or conceal illegal activities, and to report unusual transactions that have been, or are intended to be, conducted, to the relevant activities, without notifying the client or obtaining its consent. By awarding an assignment to CLINT, the client confirms that it is aware of the above obligations and undertakes to provide the relevant identity information, if necessary.
10. The client consents to the processing of personal data provided within the organisation of CLINT, whether or not in connection with the assignment, to all those people within the organisation of CLINT who may be able to use such information in performing the assignment or in managing the relationship with the client. The client also consents to the use of any communication method customarily in use at such time, including but not limited to e-mail and the internet.
11. As part of the performance of an assignment CLINT’s third party fund foundation (Stichting Beheer Derdengelden CLINT) will be authorised to keep funds of the client in its custody. The client indemnifies CLINT and the persons affiliated with CLINT against any claim arising from or related to the possible insolvency of the bank or financial institution with which the client funds have been deposited or their failure to perform their obligations.
12. Unless otherwise agreed upon in writing, CLINT will sent an invoice on a monthly basis which will include its fee increased with (i) disbursements (e.g. costs by lawyers in other jurisdictions, experts, translators, couriers, process-servers, court fees etc.) and (ii) when applicable, VAT. A breakdown of the activities performed will be sent along with the invoice. The rates charged by CLINT are based on the expertise, experience and seniority of the persons affiliated with CLINT who perform the assignment. CLINT is entitled to adjust the rates from time to time.
13. A 14-day term will apply to the payment of fee statements. If payment is not fully made on the expiry of this term, the client will be in default without any notice of default being required, and CLINT will be entitled to charge interest at the statutory rate and take the measures it deems necessary to have the outstanding fee statement paid. CLINT is entitled to suspend work if the client fails to pay the invoice or to provide an advance to cover the invoice amount.
14. These General Terms and Conditions are available in Dutch and English. In the event of a dispute about the contents or intention of these General Terms and Conditions, only the Dutch text will be binding.
15. The legal relationship between CLINT and the client, as well as any claim for liability, is governed by the laws of the Netherlands. A company complaints settlement scheme for the legal profession (Kantoorklachtenregeling Advocatuur) applies to the legal services provided. A complaints settlement scheme with Stichting Kwaliteit Mediators (SKM) applies to the mediation services provided by mediators of CLINT that are registered with the Netherlands Mediation Federation (Mediatorsfederatie Nederland orMfN). Disputes shall exclusively be settled by the competent Dutch Court at Amsterdam.
16. CLINT B.V. has its registered office in Amsterdam and is listed in the Trade Register (Handelsregister) of the Chamber of Commerce (Kamer van Koophandel) under number 64685934.
17. These General Terms and Conditions have been filed with the Clerk of the Amsterdam District Court (griffie van de rechtbank te Amsterdam) and can be consulted at www.clintlegal.com.