General Terms and Conditions of Brouwer Legal B.V.

Brouwer Legal B.V. (Brouwer Legal) is a private limited liability company incorporated under Dutch law, whose primary object is to practice law. Brouwer Legal B.V. has its registered office in Enschede (the Netherlands) and is registered in the Trade Register of the Chamber of Commerce under number 71556761. Brouwer Legal has branches and meeting rooms in Enschede, Hengelo (Overijssel), Amsterdam (the Netherlands) and Oberhausen (Germany). A list of the natural persons and legal entities that hold shares in Brouwer Legal (the Partners) will be sent to you on request.
All engagements of Brouwer Legal or of natural persons or legal entities related to Brouwer Legal are deemed to have been exclusively given to and accepted and performed by Brouwer Legal. This applies also if the client enters into an engagement expressly or tacitly with a view to its performance by a specific person. The term ‘natural persons or legal entities related to Brouwer Legal’ in any event includes every (current, former and future) employee, advisor, Partner and subsidiary of Brouwer Legal, Stichting Derdengelden Brouwer Legal Advocaten, and everyone who performs, has performed or will perform work for Brouwer Legal at its request. The effect of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code, which create joint and several liability in cases in which two or more persons are engaged, is excluded.
These General Terms and Conditions govern all engagement of Brouwer Legal, including follow-up engagements, supplementary engagements and new engagements, as well as all related legal relationships. If a follow-up engagement, supplementary engagement or new engagement is entered into by a natural person or legal entity related to the original client, these General Terms and Conditions also apply to such follow-up, supplementary and new engagements, the applicability of which is warranted by the original client. The applicability of Article 6:227b(1) of the Dutch Civil Code and Article 6:227c of the Dutch Civil Code relating to e-commerce transactions and to the provision of information during and the formation of such transactions is expressly excluded if the client acts in a professional or commercial capacity. Not only Brouwer Legal, but also all natural persons and legal entities engaged by Brouwer Legal in the execution of an engagement may rely on these General Terms and Conditions. The provisions of these General Terms and Conditions are agreed not only for the benefit of Brouwer Legal, but also for the benefit of all natural persons and legal entities affiliated to Brouwer Legal as referred to in Article 2. All the provisions of these General Terms and Conditions agreed on for the benefit of Brouwer Legal and natural persons and legal entities affiliated to Brouwer Legal as referred to in Article 2 apply as irrevocable third-party clauses in relation to them, free of charge, within the meaning of Article 6:253 of the Dutch Civil Code. The natural persons and legal entities related to Brouwer Legal are not liable for any loss resulting from or arising from the execution of or failure to execute any part of the engagement.
The engagement is executed exclusively for the benefit of the client. Unless Brouwer Legal so expressly agrees in writing, no party other than the client may rely on or base any rights on the result of the work performed for the client or its execution.
Brouwer Legal will carry out the engagement given to it with due care, diligence and expertise. In the unlikely event that Brouwer Legal acts in breach 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 excess that applies under the policy. If loss is inflicted on persons or property by or in connection with the execution of an engagement by the client or otherwise for which Brouwer Legal is liable, that liability is limited to the amount or amounts paid out under the general liability insurance taken out by Brouwer Legal, including the excess payable by Brouwer Legal under that insurance. If for any reason none of the aforesaid insurance policies gives rise to the entitlement to any amount, any and all liability is limited to the amount that Brouwer Legal has charged in fees in the case in question and that has been paid by the client, subject to a maximum of €25,000.
The client indemnifies Brouwer Legal against all third-party claims, including the costs of legal assistance, relating in any manner to the work performed for the client, unless those claims result from intent or gross negligence on the part of Brouwer Legal.
A claim for damages must be brought, at the risk of forfeiture, within one year after the client (or, if not the same, the injured party) becomes aware of the loss and suspects or could reasonably suspect that Brouwer Legal might be liable for it.
The client may exclusively file a claim against Brouwer Legal. Any claim for damages against current or former lawyers, employees, Partners, shareholders, professional corporations and their directors as well as (internal or external) advisors, contractual or non-contractual, is excluded. Furthermore, liability is in any event limited in accordance with Articles 5, 6 and 7 of these General Terms and Conditions and therefore limited to a maximum of €25,000.
When engaging third parties, Brouwer Legal will consult with the client beforehand where possible, but is not obligated to do so. Brouwer Legal will always act with due care when engaging third parties. However, Brouwer Legal is not liable for breaches by such third parties and may, without prior consultation with the client, accept on behalf of the client a possible limitation of liability on the part of the third parties it engages.

The client agrees that an engagement of Brouwer Legal implies the authority to accept any limitations of liability and other general terms and conditions of third parties also on behalf of the client.
All e-mail traffic, data traffic, audio traffic, fax and telephone traffic of Brouwer Legal is unencrypted, unless the client has expressly requested otherwise in writing beforehand, and Brouwer Legal has confirmed in writing that it will do so.
Brouwer Legal may at any time, both before and during the provision of its services, require one or more deductible advance payments from the client. In the absence of such advance payment, Brouwer Legal may, after prior notice, decide not to commence its activities or to suspend or terminate those activities. Unless otherwise expressly agreed, the advance payment will be deducted from the final invoice.
The fee is based on the number of hours worked multiplied by the applicable hourly rate set by Brouwer Legal. The rates of the lawyers and advisers affiliated to Brouwer Legal may vary depending on their experience and specialist knowledge or on the nature of the engagement. Brouwer Legal also offers the possibility of taking out an annual subscription and may also offer to take on the engagement at a fixed price.
Brouwer Legal periodically charges its work to its client, usually subject to a payment term of 14 days, commencing on the date of the invoice. Payment must be made by transfer to a bank account designated by Brouwer Legal, without any right to discount or setoff. In the absence of timely payment, Brouwer Legal may charge the statutory interest, as well as all costs related to the collection of an invoice. Brouwer Legal may suspend its activities if a client fails to pay an invoice after the payment term has expired.
The client may withdraw the engagement entered into with Brouwer Legal at any time. The work already performed before such time must be paid for in the manner described above.
If the amount of an invoice is disputed, the client must notify Brouwer Legal accordingly in writing within 30 days of the date of the invoice, failing which the client may no longer rely on this in or out of court.
Every engagement accepted by Brouwer Legal is subject to the office complaints procedure (which complies with the relevant regulations set out under the Dutch Advocatenwet (Lawyers Act)). These regulations can be found at www.brouwerlegal.com; a copy will be provided on request.
These General Terms and Conditions are available in Dutch, German and English. In the event of a dispute regarding the content or scope of these General Terms and Conditions, only the Dutch text and its meaning under Dutch law are binding.
The legal relationship between the client and Brouwer Legal is governed exclusively by Dutch law, including this Article 18. Any and all disputes that may arise between the client and Brouwer Legal and that cannot be resolved amicably to the satisfaction of both parties will be decided exclusively by the competent District Court of Overijssel, Almelo location.