General terms
Definitions
1. Hermsen Legal B.V. is a private company with limited liability incorporated under Dutch law with its registered office in Oosterbeek, hereinafter referred to as “Hermsen Legal” with the primary purpose of conducting a legal practice. Hermsen Legal provides legal services on the basis of an engagement agreement, hereinafter referred to as “Agreement”. Any person who gives an engagement to Hermsen Legal is hereinafter referred to as “Client”.
Agreement: content, conclusion, execution
2. All engagements are deemed to be exclusively issued to and accepted by Hermsen Legal. Furthermore, the Agreement is explicitly not entered into by (an) employee(s) or (indirect) director of Hermsen Legal. The effect of Articles 7:404 and 7:407(2) of the Dutch Civil Code is excluded in its entirety.
3. These general terms and conditions apply to all engagements issued to Hermsen Legal, including any follow-up engagement or amended or supplementary engagement. The applicability of any general or other terms and conditions of the Client is expressly rejected.
4. Hermsen Legal performs engagements solely for the Client’s benefit. Third parties cannot derive any rights from the content of any work carried out and, more in general, from the way in which such engagements have or have not been performed.
5. Not only Hermsen Legal, but also all (legal) persons engaged in the performance of any engagement of a Client or who are or were in any way connected with Hermsen Legal, may invoke these General Terms and Conditions.
6. Hermsen Legal shall endeavour to perform the Agreement with the Client with due care and expertise. However, Hermen Legal does not guarantee the achievement of the intended result. The Client is obliged to provide all facts and circumstances that may be relevant for the correct performance of the Agreement, as well as all data and information requested by Hermsen Legal, in a timely and complete manner. The Client guarantees the accuracy and completeness of all data and information provided to Hermsen Legal.
7. The Client is aware of the fact that Hermsen Legal is obliged, inter alia (but not exhaustively) under obligations arising from the Dutch Prevention of Money Laundering and Terrorist Financing Act to ascertain the identity of the Client or to ascertain whether unusual transactions are involved. Hermsen Legal is obliged to report unusual transactions to the relevant authorities without informing the Client. The Client is obliged to provide Hermsen Legal with all information necessary for identification.
8. The Client and Hermsen Legal always have the right to terminate the Agreement prematurely.
Liability
Hermsen Legal is insured for professional liability, which includes a maximum. 9. Any liability for work performed or to be performed by or on behalf of Hermsen Legal or its attorney or otherwise in any way whatsoever in connection with an engagement granted to Hermsen Legal or any other legal relationship entered into by Hermsen Legal in relation to work, is limited to the amount reimbursed in the case in question under the liability insurance(s) taken out by Hermsen Legal, increased by the own risk amount. Upon request, Hermsen Legal will make the policy conditions available. If for whatever reason no payment is made under said insurance, the liability of Hermsen Legal or its attorney is limited to the fee charged by Hermsen Legal to the Client in connection with the specific engagement, with a maximum of € 20,000. The limitations of liability described in this article do not apply in the event of intent or gross neglicance on the part of Hermsen Legal.
he Client indemnifies Hermsen Legal against all claims by third parties, including the costs of legal assistance, which are in any way connected to the work performed for the Client. The limitations on indemnification described in this article do not apply in the event of intent or gross neglicance on the part of Hermsen Legal.
11. All rights to claim of whatever nature against Hermsen Legal in relation to work performed by Hermsen Legal shall lapse in any event one year after the moment the person concerned became aware or could reasonably have become aware of the existence of these rights.
12. If Hermsen Legal engages third parties in the performance of the Agreement, it will always do so with due care. Hermsen Legal is not liable for any shortcomings, errors and/or wrongful acts of any third party engaged. When engaging a third party, Hermsen Legal is entitled to accept any limitation of liability of the third party also on behalf of the Client.
Fee
13. The Client shall owe a financial fee for the services provided by Hermsen Legal, consisting of:
(i) fees and
(ii) disbursements, being all costs incurred by Hermsen Legal in the execution of the Agreement.
The fee is calculated on the basis of the number of hours worked multiplied by the applicable hourly rate set by Hermsen Legal. Hermsen Legal is entitled to adjust the amount of the hourly rate. Adjusted rates also apply in existing Agreements.
14. Hermsen Legal is not registered with the Legal Aid Board (Raad voor de Rechtsbijstand, www.rvr.org) and does not provide services on the basis of government-subsidised legal aid (toevoeging), even if the Client is eligible for this. Hermsen Legal is not affiliated with a third-party funds foundation (stichting Derdengelden).
Invoicing, payment
15. Hermsen Legal will send an invoice to the Client, which will specify, as far as possible by time and content of the work, the financial remuneration payable by the Client for Hermsen Legal’s services.
16. Hermsen Legal may at any time, both prior to and during its services, request an advance payment of fees and disbursements from the Client for the performance of its work. Failing payment thereof, Hermsen Legal is entitled, after prior notice, not to commence, suspend or terminate its work Unless expressly agreed otherwise, the advance payment will be set off against the final invoice.
17. Unless otherwise agreed in writing, payment is due within 14 days of the invoice date, failing which the Client will automatically be in default. The Client will then owe default interest at 1% per month or part of month on the unpaid amount of the invoice from the due date until the date of full payment. Hermsen Legal is also entitled to suspend or terminate its work in the event of default.
18. The Client may no longer invoke the incorrectness of an invoice if he/she has not protested to Hermsen Legal on the matter within 14 days of receipt of the invoice.
19. If Hermsen Legal has submitted its claim to legal proceedings (including arbitration and binding advice) and is wholly or partially successful in this respect, the Client is obliged to reimburse Hermsen Legal for the actual costs incurred in these proceedings. This includes the costs of lawyers and fixed fees, as well as the fees payable to arbitrators or binding advisors, even if these exceed any procedural cost orders under Article 237 and following of the Dutch Code of Civil Procedure.
Confidentiality, privacy
20. Hermsen Legal and the Client mutually undertake towards each other to keep confidential any confidential information received from the other party in connection with the assignment, unless disclosure is required under applicable law or regulations.
21. Hermsen Legal is the controller as defined in the General Data Protection Regulation (GDPR) and processes personal data, as set out in Hermsen Legal’s privacy statement. See www.Hermsenlegal.nl/privacy. See www.Hermsenlegal.nl/privacy.
22. All email traffic, data traffic, audio traffic, fax and telephone traffic from Hermsen Legal will be unencrypted, unless the Client has explicitly requested otherwise in writing in advance and Hermsen Legal has confirmed in writing that it agrees to this.
Complaints
23. Hermsen Legal’s complaints procedure applies to the work carried out by or assigned to Hermsen Legal. See www.hermsenlegal.nl/klachtenregeling.
Applicable law, jurisdiction
24. The legal relationship between the Client and Hermsen Legal is governed solely by Dutch law.
25. Any disputes that may arise between the Client and Hermsen Legal which cannot be resolved amicably to the satisfaction of both parties will be decided exclusively by the competent court of the District Court of Gelderland, location Arnhem. If the Client is a natural person who does not act in the exercise of a profession or business, the aforementioned provisions only apply insofar as the Client does not indicate, within one month after Hermsen Legal has notified him or her in writing to commence (collection) proceedings at the Arnhem District Court, that it chooses to opt for settlement by the court that is competent by law (see article 6:236 under n of the Dutch Civil Code).
Miscellaneous
26. Hermsen Legal is authorised to amend these general terms and conditions.
27. Should one or more provisions of the Agreement or this general terms and conditions prove to be wholly or partly invalid or unenforceable, they are hereby replaced by provisions to which this does not apply and which as far as possible regulate the same as the invalid or unenforceable provision. To the extent necessary, the parties will consult in good faith on the exact wording of such replacement provisions.
28. These general terms and conditions have been drawn up in Dutch, English and German. In case of interpretation differences, the text of the Dutch general terms and conditions prevails. These general terms and conditions are made available on the webiste of Hermsen Legal. On request, Hermsen Legal will provide a paper form.
Note on gender: For reasons of readability, the simultaneous use of the language forms male, female and diverse (m/f/d) has not been used. All references to persons apply equally to all genders
Date on which these general terms and conditions were last amended: September 1, 2023