General Terms and Conditions ABC Legal

Article 1: Definitions

Under the present Terms & Conditions the following terms are used in the meanings set out hereinbelow, unless expressly stated otherwise.

1. ABC Legal: the private limited company, Advocaten in Business en Consultancy BV, its successors in title, or, alternatively, any successor by universal title or by singular title and/or any other company affiliated to Advocaten in Business en Consultancy BV for and on whose behalf the present Terms & Conditions apply.
2. Client: the natural or legal person with whom an Agreement for the Provision of Services is concluded.
3. Offer: any Offer made by ABC Legal for the provision of Services.
4. Agreement: each and every Agreement between Client and ABC Legal, which includes but is not deemed to be limited to such agreements for the provision of Services.
5. Services: products to be developed by ABC Legal and the legal services to be provided (including those of a lawyer) in the widest sense of the word in respect of which Client and ABC Legal enter into an Agreement.

Article 2. General Terms and Conditions

1. The present General Terms & Conditions apply to each proposal and each Offer made by ABC Legal as well as to each and every Agreement entered into with ABC Legal. A free copy of these General Terms & Conditions will be sent upon request and said Terms & Conditions have been published on the website: www.ABClegal.nl.
2. Any variation to the Terms & Conditions on the part of the Client is only applicable insofar as ABC Legal has expressly agreed to said variation and done so in writing. Varying provisions are only applicable to the proposal/Offer or Agreement to which they pertain.
3. ABC Legal has the power to make unilateral changes to the present Terms & Conditions. The amended General Terms & Conditions are applicable to all new Agreements and Offers with effect from the date of amendment and apply to existing Agreements effective thirty days upon written communication to the Client of any such change. ABC Legal shall give notice of all such changes in writing.
4. In the event that the present Terms & Conditions stipulate rights or favours for the benefit of ABC Legal, then said rights and favours shall equally be deemed to have been stipulated for the benefit of such third parties as engaged by ABC Legal in connection with the formation or execution of the Agreement.
5. The applicability of the Terms & Conditions of the Client or of any third party engaged by the Client is hereby expressly rejected.
6. In the event that one or more articles of the present Terms & Conditions is declared null and void by way of judicial decision, it shall not affect or impair the validity of the remaining stipulations. ABC Legal and Client shall undertake to agree new provisions to replace those provisions void or avoided, so that there is little departure, if any, in respect of the intention and essence from the void or voided provisions.
7. During the duration of the performance of the Services, the Rules of Conduct as set out by the Netherlands Bar Association shall apply at all times. The present General Terms & Conditions purport to supplement the above-mentioned Rules of Conduct. Said Rules of Conduct shall always prevail over each and every legal relationship between Client and ABC Legal.

Article 3. Tenders and Offers

1. Any and all tenders, Offers and quotations are indicative and without obligation, unless the proposal mentions a term fixed for acceptance.
2. Tenders, Offers and quotations may be subject to alterations due to unforeseen changes in the work.
3. An Offer remains valid for fourteen days. Failure to accept said Offer within that period causes the Offer to lapse.
4. An instruction resulting from an Offer must be confirmed by the Client in writing. Nevertheless if consent is given by the Client for ABC Legal to commence performance of the work, then the contents of the proposal and/or the Offer shall be deemed to have been agreed. Further oral agreement and provisions are not binding upon ABC Legal, unless ABC Legal gives to written confirmation thereof.
5. If an acceptance deviates (in minor points) from the terms of the Offer, said acceptance is not binding on ABC Legal. The Agreement shall not be concluded in Conformity with the deviating acceptance, unless ABC Legal agrees in writing to said deviating acceptance.
6. A combined quotation does not oblige ABC Legal to perform part of the instructions in exchange for payment of a Corresponding part of the price quoted.
7. Any Tender or Offer made does not automatically apply to future instructions.
8. Notwithstanding the provisions of Article 7:404 and Article 7:407 paragraph 2 of the Dutch Civil Code, each Agreement for the provision of Services is deemed to have only been accepted by and to be carried out by ABC Legal.

Article 4. Good contractor and good client

1. During the performance of an Agreement ABC Legal shall as far as possible comply with the duty of care as befits a good contractor and shall thereby make every effort for and on behalf of the Client to achieve the best possible result.
2. If deemed necessary for a proper execution of the Agreement, ABC Legal may have certain work carried out by a third party. ABC Legal shall consult the Client, as far as it is possible and reasonable to do so, before the selection of any such third party. It goes without saying that ABC Legal shall exercise due care when dealing with this matter.
3. Client is obliged to do everything that is necessary, and/or desirable within the bounds of reasonableness to enable ABC Legal to perform work under the Agreement accurately and in a timely fashion. If the abovementioned matters and information necessary for the performance of the Agreement are not settled or made available to ABC Legal in good time, ABC Legal has the right to suspend further performance of said Agreement and/or to charge the Client for any extra costs resulting from said delay at the customary rate.

Article 5. Price

1. The rates charged and quoted by ABC Legal are based on prices and conditions (that determine cost price) such as were known to ABC Legal at the time the Offer document was drawn up. Insofar as between the abovementioned moment in time and the time during which the Services are provided prices and conditions have changed to the detriment of ABC Legal, ABC Legal reserves the right to make price adjustments.
2. In addition to the above ABC Legal is entitled to make an annual adjustment toits fees in case of office costs.
3. Without prejudice to the provisions under (5) (1) & 5 (2), any increase in fees will not come into force until one month after notice thereof is given to the Client in writing. By an increase in price exceeding 25%, the Client has the right to terminate the Agreement in writing or per electronic mail effective the date on which the new prices come into force. If ABC Legal does not receive notice of termination within 7 days of informing Client of said price increase, Client is deemed to be in agreement therewith. Client is not entitled to terminate if the increase in fees or rates is authorized by law.
4. Without prejudice to the provisions in the above paragraphs ABC Legal may index-link its prices once a year, commencing the 1st of January, in line with the figures of the CBS (Statistics Netherlands).
5. All rates and prices as set out in the Offer, the Agreement or the rates published on the website of ABC Legal are excluding VAT (BTW) and any other government levies, unless expressly agreed otherwise.
6. ABC Legal shall charge Client for any so-called "out of pocket" expenses incurred, such as (but not limited to) travelling expenses, courier costs, translation fees and in general costs incurred in respect of the services of a third party engaged after consultation with the Client. Said costs shall at all times be incurred within the bounds of reasonableness and also - insofar as is reasonably possible - subsequent to Client's approval. ABC Legal shall upon demand make available to the Client all the necessary and relevant documents pertaining to the matter.
7. Fees and costs incurred by ABC Legal will be billed periodically (on a monthly basis).
8. Insofar as the fee charged by ABC Legal is billed on hourly basis, ABC Legal shall work in time units of 5 minutes (with a minimum 10 minutes), whereby ABC Legal can charge for multiple units per activity.

Article 6: Payment

1. Payment should be effected within fourteen days of the date of invoice, in the manner indicated by ABC Legal and in the same currency as the invoice. The obligation to pay is not suspended in case of objection to the size of the expense claims submitted.
2. Payments made by the Client will first be applied to settle any outstanding interest and costs and subsequently for those invoices that have been due for payment for the longest time, even if Client stipulates that the payment relates to a later invoice. ABC Legal may, without being in default, refuse an offer of payment in the event that Client indicates a different order of allocation.
3. Upon exceeding a term of payment Client is, without further notice of default also being required, liable to pay default interest commencing on the due date at the rate of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate applies. Interest on the exigible amount shall be calculated from the date upon which Client is in default until such time as payment is made in full. Interest at the above rate is calculated per month or part thereof.
4. Commencing on the due date Client is also liable to pay extrajudicial collection costs on the invoice amount outstanding, calculated by reference to the collection costs approved by the Netherlands Bar Association with a minimum of € 150, unless Client is able to show that the actual costs were lower. In case of the above Client is obliged to reimburse the actual judicial and extrajudicial costs incurred by ABC Legal.
5. ABC Legal may refuse repayment in full of the principal, if Client fails to make concurrent payment of the accrued interest payable as well as any charges pertaining thereto.
6. ABC Legal is entitled at all times for reasons of its own to request payment in full (or in part) as payment on account. Insofar as a Client fails to make said payment on account, or fails to pay in full or on time, ABC Legal is entitled to terminate the Agreement with immediate effect, without being liable for any compensation whatsoever. Insofar as ABC Legal has performed demonstrable work with respect to the (preparation of the) performance of the Agreement, Client is obliged to reimburse ABC Legal for said work in full. The payment on account shall be deducted from the last invoice for work performed to which payment of said payment of account relates.
7. Insofar as ABC Legal is holding monies on your behalf in its escrow account, Stichting Beheer Derdengelden Advocatuur, ABC Legal has the express right to set off such monies against any and all outstanding invoices incurred by you as a client.

Article 7: Liability

1. Any liability on the part of ABC Legal that arises from or pertains to an attributable breach or to an unlawful act, or is based upon any other legal ground, is limited to the amount paid out in the matter concerned under the professional liability insurance of ABC Legal, plus the amount of the excess covered by same insurance.
2. In case of failure to pay on the part of the insurer, liability for the total loss/damage arising from or pertaining to the work agreed shall be limited to the amount paid by the Client to ABC Legal for the work in connection with which said loss/damage arose. The Client is only entitled to claim the above limited amount from ABC Legal.
3. Whenever during the performance of an Agreement ABC Legal engages the services of a third party, it does not accept any liability for loss/damage resulting from shortcomings on the part of said third party. Upon demand ABC Legal shall transfer to the Client any rights exercisable against the third party in question pertaining to the loss/damage inflicted by said third party.
4. Furthermore ABC Legal accepts no liability for any loss/damage of which so ever nature caused by reliance on incorrect and or incomplete records and/or information provided by the Client.
5. All claims on the part of the Client shall lapse twelve months after the performance of Services under the Agreement to which said claims relate.

Article 8. Intellectual and Industrial Property Rights

1. All rights pertaining to intellectual or industrial property in respect of the works made available and/or delivered under the terms of the Agreement, which includes professional advice from which the Client benefitted, agreements, court documents, models, reports and any other documents specifically drawn up for and on behalf of the Client shall be held only by ABC Legal or its licensors.
2. ABC Legal shall give Client permission to use said documents in the ordinary course of a business. Client shall not reproduce, or make said documents available to the public or to a third party without the prior consent of ABC Legal.
3. Without the express consent of ABC Legal Client is, therefore, not allowed to use these works in a wider context than that which has been agreed. For each wider use ABC Legal is entitled to a remuneration to be determined within the bounds of reasonableness, without prejudice to any other right.
4. Client shall respect any and all intellectual and industrial property rights belonging to a third party during the duration of the Services to be provided.

Article 9. Confidentiality

ABC Legal and the Client shall keep secret any and all confidential information obtained from each other within the scope of the Agreement.

Article 10. Termination

ABC Legal has the right to terminate each and every Agreement or other legal relationship between ABC Legal and the Client with immediate effect or is entitled to suspend its obligations in the event that Client:

• (a) failed to fulfill his obligations and also failed to do so after notice of default, or
• (b) filed for suspension of payments or for bankruptcy, or has been declared insolvent, or has gone into voluntary liquidation; or
• (c) failed to furnish surety in advance or the surety furnished was insufficient; or
• (d) is in such circumstances that ABC Legal has good reason to believe that Client shall fail to fulfill its obligations.

The right to terminate or to suspend is without prejudice to the right of ABC Legal in addition to the above to seek compensation from the Client.

Article 11: Applicable law and the court of competent jurisdiction

1. Any and all Agreements and legal relationships entered into with ABC Legal shall be governed exclusively by the laws of the Netherlands.
2. Any dispute between the Clients and ABC Legal shall - in the first instance – be submitted to the exclusive jurisdiction of the competent court in Amsterdam without prejudice to the right of ABC Legal to submit a dispute to any other competent court.

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