General conditions Oostwaard



1.     Oostwaard. Oostwaard is the tradename of the limited liability company under Dutch law (in Dutch: besloten vennootschap) Van Oostwaard B.V. (hereinafter also: “Oostwaard”), a company focusing on the lawyer’s practice (“advocaat”).

2.    Applicability. These general conditions govern each instruction, including any subsequent or ancillary instruction, given to Oostwaard.

3.    Regulations. As a result of applicable legislation (including the Netherlands Money Laundering and Terrorist Financing (Prevention) Act), Oostwaard is obliged to establish the identity of clients and, in certain situations, to report any unusual transactions to the authorities. By giving Oostwaard an instruction, the client confirms to be familiar with this and, to the extent necessary, gives permission in that respect.

4.    Instructions. All instructions to persons working at Oostwaard are deemed to have been given exclusively to Oostwaard, even if it is the client’s express or implied intention that an instruction be carried out by a specific person. The operation of article 7:404 of the Netherlands Civil Code, which relates to the situation referred to in the preceding sentence, and the operation of article 7:407 paragraph 2, of the Netherlands Civil Code which creates a joint and several liability where an instruction is given to two or more persons, is expressly excluded.
If the instruction from a client entails that services are to be provided for the benefit of another person (beneficiary), then both the client and the beneficiary are bound to these general conditions and they will be jointly and severally liable to pay the amounts due to Oostwaard in relation to the services provided.

5.    Invoices. Oostwaard’s charges for carrying out the client’s instruction (fees) shall, unless otherwise agreed in writing, be calculated on the basis of the number of hours worked, multiplied by the relevant hourly rates as determined by Oostwaard. All external disbursements made by Oostwaard in the course of carrying out an instruction shall be charged separately without surcharge. To offset communications, reproduction, and other office costs, Oostwaard will charge an additional amount equal to 6% of the fees. Hours worked, office expenses, and external disbursements will normally be invoiced on a monthly basis. Invoices must be paid within 14 days of the date of the invoice. In the event of late payment Oostwaard is entitled to charge statutory interest (“wettelijke handelsrente” if applicable, or “wettelijke rente”) as well as the costs incurred in relation to the collection of the invoice.
Oostwaard reserves the right to stop work on a matter or to terminate an instruction in case of late payment of an invoice, regardless of whether the invoice has been disputed.

6.    Payments on account. Oostwaard may require a sum in advance on account of the client’s costs before commencing or continuing performance of the services. Oostwaard shall not be obligated to (continue to) perform any services until receipt of the payment on account. Any payments on account shall be set off against the last invoice for the services to which the payments on account relates.

7.    Limitation of liability. If the performance of an assignment by Oostwaard leads to liability, this liability will be limited to the amount to which the professional liability insurance taken out by Oostwaard provides coverage, plus the amount of the deductible (“eigen risico”) that Oostwaard is obliged to pay under the applicable insurance contract. In the event Oostwaard, for whatever reason, cannot claim payment under its professional liability insurance, Oostwaard’s liability shall be limited to an amount of € 25,000 or, if the total fees paid to Oostwaard in the matter concerned are higher, limited to the amount of such fees up to a maximum of € 60,000. A claim will lapse in any event if Oostwaard is not notified in writing of the potential claim within a year from the discovery of an event or circumstance which may have led to the relevant liability.

8.    Engaging third parties. Oostwaard shall, to the extent it is expedient, consult with the client before engaging third parties. The client hereby authorizes Oostwaard to accept on its behalf any limitations of liability as well as other general conditions of those third parties. Oostwaard is not liable for any fault or shortcoming by a third party in the performance of its activities.
Oostwaard excludes any and all liability that is in any way connected with the insolvency of any bank, other financial institution or other third party. When third parties are engaged by Oostwaard in carrying out an instruction, Oostwaard shall be permitted to communicate confidential information pertaining to the matter concerned to those third parties, unless the client has stated beforehand that its prior permission is required.

9.    No tax advice. Unless the handling attorney has expressly stated otherwise in writing, advice given by Oostwaard shall relate to aspects and matters of civil law. The client may not assume that when a lawyer is providing advice, any other implications, e.g., under tax law, are taken into account.

10. Reliance on general conditions. Without prejudice to the provisions in Article 4, these general conditions apply not only to Oostwaard, but also to all persons involved in carrying out the instruction from the client and/or who are or may in any way be liable in connection therewith, including (but not limited to) all former employees of Oostwaard, all current and former partners of Oostwaard and their direct and indirect managers and shareholders, as well as their heirs, predecessors and successors.

11. Indemnity. The client hereby indemnifies and holds Oostwaard harmless from and against all third party claims, including legal costs, in whatever way related to the activities carried out for the client, unless those claims result from gross negligence or willful misconduct by Oostwaard.

12. Electronic communication. Oostwaard and all persons working at Oostwaard are hereby authorized by the client to communicate with the client through non-secure electronic means, including email, fax, and telephone, unless there is a prior written agreement to the contrary. Because e-mail communications are transmitted over a public network, Oostwaard cannot accept responsibility for the accuracy or completeness of the contents of emails, or any attachments. Oostwaard also cannot guarantee the confidentiality of email correspondence, and Oostwaard accepts no liability for failure to receive emails not for any emails not reaching their intended recipient, e.g. as a result of software intended to filter out unsolicited and/or undesirable emails (spam-software). The client agrees to waive any claim it may have against Oostwaard with regard to email correspondence.

13. Termination. Both the client and Oostwaard may terminate an instruction by giving notice, if desired with immediate effect. The client shall be obligated to pay all fees, expenses and external disbursements for and in relation to the services performed until the moment of termination.

14. Language. In the event of a dispute regarding the content or intent of these general conditions in any translation, the Dutch version shall be binding.

15. Applicable law and jurisdiction.  The relationship between the client and Oostwaard is exclusively governed by Dutch law. All disputes between the client and Oostwaard shall be submitted to the competent court in Amsterdam, without prejudice to Oostwaard’s power to submit a dispute to a court which would be competent in the absence of this provision.

16.  Contradiction. In case of contradictions between these conditions and separate written agreements, the different written agreements will apply.

17. Filing. These general conditions have been deposited with the registry of the District Court of Midden-Nederland.

Oostwaard, January 2018