1.1 All assignments are accepted and carried out exclusively by the private limited liability company De Gier Business Finance Law Advocatuur B.V. (further: De Gier | Conflict Solutions) See for various details www.degierbfl.com. (Chamber of Commerce No. 3022 9046, VAT No. NL8183.32.645.B.01).
1.2 These General Terms and Conditions shall apply to and form part of all agreements between De Gier | Conflict Solutions and the Client, as well as any resulting agreements and further (legal) acts of De Gier | Conflict Solutions with, for or against the Client. Once the general terms and conditions apply, they shall also apply without further declaration of applicability to new agreements between the parties and to all extra-contractual relations between the parties, in particular torts. Agreements referred to in this paragraph shall be deemed to include work performed by De Gier | Conflict Solutions on behalf of the Client. If the Client is part of a group of companies or enterprises, it shall be deemed to have also accepted these terms and conditions on behalf of the other parts of the group.
2. Obligations of parties
2.1 De Gier | Conflict Solutions shall endeavor to perform the agreement with the Client with due care and expertise. De Gier | Conflict Solutions does not guarantee the achievement of the intended result.
2.2 The Client is required to provide De Gier | Conflict Solutions with all facts and circumstances that may be relevant to the correct execution of the agreement, as well as all data and information required by De Gier | Conflict Solutions, in a timely and complete manner. The Client warrants the accuracy and completeness of all data and information provided to De Gier | Conflict Solutions.
3.1 As soon as the Client has discovered or should reasonably have discovered a possible ground for a pretense claim against De Gier | Conflict Solutions, the Client shall be required to notify De Gier | Conflict Solutions in writing of the existence of this pretense claim against De Gier | Conflict Solutions without delay, supported by documents and properly substantiated, on pain of forfeiture of rights. Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, the right to compensation against De Gier | Conflict Solutions shall expire one year after the event from which the damage directly or indirectly results and for which De Gier | Conflict Solutions is liable.
An event referred to in the preceding sentence includes an omission.
3.2 The professional liability of De Gier | Conflict Solutions is insured with insurer AON (www.aon.nl). Any liability of De Gier | Conflict Solutions shall be limited to the amount paid out in the case in question under the (professional) liability insurance(s), to the extent that De Gier | Conflict Solutions is required to maintain such insurance(s) under mandatory regulations issued by the Dutch Bar Association, to be increased by the amount of the deductible that is not borne by those insurers under the policy terms and conditions. If for any reason no payment is made by the insurer, any liability shall be limited to once the amount actually paid to De Gier | Conflict Solutions in the relevant calendar year by the Client on account of work performed for it, up to a maximum of €10,000 (including VAT).
3.3 De Gier | Conflict Solutions shall never be liable for indirect damage, consequential damage and trading loss. The liability of De Gier | Conflict Solutions shall never exceed that provided for in these general terms and conditions, regardless of whether there are claims under contract or otherwise, in particular in tort.
3.4 De Gier | Conflict Solutions shall be free to engage third parties (employees and/or other organizations and/or offices) for the performance of the assignment, including by way of issuing a sub-assignment. If such persons or other organizations are engaged and wish to limit or have limited their liability in connection therewith, all instructions given to De Gier | Conflict Solutions by the Client shall include the authority to accept such limitation of liability also on behalf of the Client. In the absence of special agreements, such limitation shall also always be deemed to have been accepted by De Gier | Conflict Solutions partly on behalf of the Client.
4. Fee and payment obligations.
4.1 De Gier | Conflict Solutions shall charge a fee for its work, based in principle on an hourly rate. The amount of that rate, or other fee arrangements, will be agreed upon prior to the assignment. If it is not made, a rate of € 395 per hour applies (price level January 1, 2022; to be indexed annually).
4.2 Costs of external specialists (sub-contractors) are passed on with a margin of 17.5%. The margin is borne by the relevant outside specialist, as De Gier | Conflict Solutions receives a discount on their fee from them in the amount of that percentage.
4.3 All amounts are exclusive of VAT. De Gier | Conflict Solutions is entitled to require the Client to make an advance payment for the costs to be incurred. Rates are adjusted annually to reflect increases in cost prices.
4.4 Payment of De Gier | Conflict Solutions’ invoices shall be made within 14 days of the invoice date. If the Client disputes the correctness of the bill, he must notify the Client in writing by registered mail within 14 days, failing which the bill shall be deemed to be accepted and no further dispute shall be permitted.
4.5 If the term of payment is exceeded, the Client shall be in default by operation of law and default interest shall be equal to the then current statutory interest rate pursuant to Section 6:119 of the Dutch Civil Code. In the event the Client acts in the exercise of a profession or business or legal entity, the Client shall, notwithstanding the foregoing, owe commercial interest pursuant to Article 6:119a of the Dutch Civil Code. The Client does not have the right of set-off or suspension. All (extra) judicial costs incurred by De Gier | Conflict Solutions in connection with the collection of its claims shall be borne by the Client, with a minimum of 10% of the outstanding invoices.
4.6 De Gier | Conflict Solutions shall also be entitled to set off that which it conditionally and/or reasonably foreseeably owes and/or will owe to the Client against that which it owes or will reasonably owe to the Client. For the purpose of this provision, the Client includes group companies and/or majority shareholdings of the Client. De Gier | Conflict Solutions shall be entitled to suspend its work in connection with the assignment given, if timely payment of invoices is not made.
5.1 De Gier | Conflict Solutions and the Client both have the right to terminate the engagement agreement prematurely. Termination of the assignment, if it takes place at the initiative of or through the fault of the Client, or due to the lack of sufficient budget to continue, does not affect the right of De Gier | Conflict Solutions to any success fee that may have been agreed upon, even if the success defined by that fee is achieved later or (mainly) through the merits of others.
5.2 The activities of De Gier | Conflict Solutions are subject to the Lawyers Act. Proper practice is overseen by the Bar Association (www.advocatenorde.nl). The Order’s website contains information about the regulations that apply to De Gier | Conflict Solutions and where Clients may file complaints about De Gier | Conflict Solutions.
5.3 De Gier | Conflict Solutions may not invoke these general terms and conditions to the extent not permitted (in whole or in part) by the professional organization. De Gier | Conflict Solutions shall, in appropriate cases, exercise rights under these general terms and conditions – to the extent required – only after obtaining permission from the Dean of the applicable Supervisory Board of the Dutch Bar Association.
5.4 If one or more provisions of the Agreement shall be found to be invalid or unenforceable in whole or in part, they are hereby replaced now for then by provisions to which this does not apply and which as far as possible govern the same as the invalid or unenforceable provision. To the extent necessary, the parties will consult further in good faith on the exact wording of these provisions to be replaced.
5.5 Dutch law is exclusively applicable to the general terms and conditions and the assignments, all this setting aside Client’s own purchasing conditions. Disputes concerning the conclusion or execution of the assignment given by the Client to De Gier | Conflict Solutions shall be settled in accordance with the Disputes Committee for the Legal Profession. If any dispute between the parties does not lend itself to treatment by the aforementioned committee or results from the treatment or ruling of the aforementioned committee, then that dispute shall be settled by the competent court in the district in which De Gier | Conflict Solutions also maintains its office. Nevertheless, in the latter case, De Gier | Conflict Solutions is entitled to submit disputes to the competent court of the Client’s domicile or place of business.
5.6 In the event of any difference of opinion between the parties regarding the content and/or scope of these general terms and conditions, the Dutch language version of these general terms and conditions shall prevail and be binding. These terms and conditions can be viewed on the De Gier | Conflict Solutions site (https://degier.legal).
Utrecht, January 2023.