GENERAL CONDITIONS OF BROUWER LEGAL
1. Brouwer Legal B.V. (herinafter referered to as: Brouwer Legal) is a law firm, incorporated under Dutch law, whose principal objective is to practice the legal profession. Brouwer Legal furthermore provides services in the fields of business consultancy, talent development and education.
2. These General Conditions govern all engagements, including all follow-up engagements or additional engagements, given in writing, orally or tacitly to persons employed at Brouwer Legal, regardless of whether they have performed that engagement in their capacity as a lawyer, a consultant, a third party charged with giving a binding opinion or in any other capacity. In addition to Brouwer Legal all legal entities and natural persons engaged by Brouwer Legal in the performance of an engagements may also rely on these General Conditions.
3. Engagements given to persons employed at Brouwer Legal will be deemed to have been given exclusively to Brouwer Legal, also if the intention is for an engagement to be performed by a specific person. The application of Section 7:404 of the Dutch Civil Code, which regulates the latter case, and the application of Section 7:407(2) of the Dutch Civil Code, which creates joint and several liability in cases in which an engagement has been given to two or more persons, is excluded.
4. The engagement will be performed exclusively for the benefit of the client. Unless Brouwer Legal has expressly so agreed in writing, parties other than the client may not rely on or base any rights on the outcome of the work performed for the client or on its performance.
5. Brouwer Legal will perform the engagement given to it with the necessary care, diligence and expertise. In the unlikely event that Brouwer Legal is in breach of performance of this obligation or any other obligation, any and all liability is limited to the amount paid in the case in question under the professional liability insurance taken out by Brouwer Legal, increased by the deductible that applies under the policy. If damage is inflicting on persons or property as a result of or related to the performance of an engagement with the client or otherwise for which Brouwer Legal is liable, that liability will be limited to the amount(s) covered under the general liability insurance taken out by Brouwer Legal, including the deductible that applies to Brouwer Legal under that insurance. If for any reason whatsoever neither of the insurance policies referred to above entitles the client to any amount, any and all liability is limited to the amount charged by Brouwer Legal in fees in the file in question and paid by the client, subject to a maximum of €25,000.
6. The client indemnifies Brouwer Legal against any and all third-party claims, including the costs of legal assistance, that are in any manner related to the work performed for the client, unless those claims are due to intent or gross negligence on the part of Brouwer Legal.
7. On pain of forfeiture, a claim for damages must be filed within a period of one year after the client (or the injured party, if other) becomes aware of the damage and suspects or could reasonably suspect that Brouwer Legal might be liable for that damage.
8. The client may hold liable and file claims (for damages) against Brouwer Legal only. Any claims against (former) attorneys, employees, partners, shareholders and their directors as well as (internal or external) advisors, contractual and non-contractual, are excluded. Furthermore, the liability shall in any case be restricted as to the articles 5, 6 and 7 of these general conditions and thus limited to a maximum of € 25,000.
9. Brouwer Legal will consult with the client to the extent possible when engaging third parties, but is not obligated to do so. Brouwer Legal will at all times exercise due care when engaging third parties. However, Brouwer Legal is not liable for any breach by those parties and has the right, without consultation with the client, to accept (also) on behalf of the client any limitation of liability on the part of the third parties engaged by it. The client accepts that an engagement given to Brouwer Legal entitles Brouwer Legal to accept any limitations of liability and other general conditions of third parties also on behalf of the client.
10. All e-mail traffic, data traffic, audio traffic, fax and telephone traffic of Brouwer Legal is unencrypted, unless the client has otherwise expressly requested beforehand and in writing, and Brouwer Legal has confirmed in writing that it will comply with that request.
11. Brouwer Legal has the right at any time, both before and during the provision of its services, to require of the client that it pay one or more refundable advances. If the client fails to do so, Brouwer Legal has the right, after a prior announcement, not to commence or to suspend or terminate its work. Unless otherwise expressly agreed, the advance will be deducted from the final invoice.
12. The fee will be calculated on the basis of the number of hours worked, multiplied by the applicable hourly rate determined by Brouwer Legal. The rates of the lawyers and consultants affiliated with Brouwer Legal may vary depending on their experience and specialist knowledge and on the nature of the engagement. Brouwer Legal also offers the possibility of entering into an annual contract and may also offer to perform the engagement at a fixed price.
13. Brouwer Legal will charge its work to the client periodically, customarily subject to a 14-day credit period from the date of the invoice. Payment must be made by means of transfer to a bank account to be designated by Brouwer Legal, without any right of deduction and/or setoff. In the event of late payment Brouwer Legal has the right to charge the statutory interest as well as all the costs related to the collection of an invoice. Brouwer Legal has the right to suspend its work if a client fails to pay an invoice at the end of the credit period.
14. The client has the right at any time to withdraw the engagement given to Brouwer Legal. In that case the work performed until that time must be paid for in the manner described above.
15. If the client disputes the amount of an invoice, it must inform Brouwer Legal accordingly in writing within 30 days after the date of the invoice, failing which the client cannot do so at a later stage in and/or out of court.
16. Brouwer Legal will keep the file for a period of seven years after the completion of an engagement, after which the file will be destroyed without any further announcement.
17. These General Conditions are available in Dutch, German and English. In the event of a dispute regarding the content or scope of these General Conditions, only the Dutch text and its interpretation under Dutch law will be binding.
18. The legal relationship between the client and Brouwer Legal is governed exclusively by Dutch law. Complaints based on that legal relationship may be presented to Brouwer Legal’s complaints officer in accordance with the complaints handling regulations published on Brouwer Legal’s website. Any disputes that arise between the client and Brouwer Legal and that cannot be resolved to both parties’ satisfaction will be settled exclusively by the competent court of Overijssel, Almelo location.