General terms and conditions Fennek
General terms and conditions apply to the provision of services by Fennek Advocaten LLP (“Fennek”), established in Amsterdam and registered with the Dutch trade register under number 76846016. These general terms and conditions are set out in full below, and are also available via www.fennekadvocaten.nl. They govern each assignment, including any subsequent or ancillary assignment, given to Fennek or to persons working at Fennek. In these general conditions “persons working at Fennek” shall mean every current or former direct or indirect subordinate, current or former employees, current or former shareholders/members of Fennek, their limited liability companies and the directors and shareholders of these limited liability companies, current or former advisers, or other auxiliary persons engaged.
The contract between Fennek and the client is an assignment contract governed by Dutch law. All assignments are carried out by Fennek on the exclusive basis of the application of these general terms and conditions. Fennek shall only be deemed to provide advice in relation to Dutch law, unless otherwise expressly agreed in writing. Fennek endeavors to achieve a given outcome (inspanningsverplichting), Fennek does not have an obligation to actually achieve that outcome (resultaatverplichting). All assignments given to persons working at Fennek are deemed to have been given exclusively to Fennek, also if the assignment is intended to be carried out by a specific person. Article 7:404, article 7:407 paragraph 2 and article 7:409 of the Dutch Civil Code (‘Burgerlijk Wetboek’) are excluded.
- Professional liability insurance
Fennek is insured against professional liability with the Dutch insurance company Aon Verzekeringen. This professional liability insurance covers loss up to a sum of EUR 2.000.000,– per claim. If the client’s insured interest exceeds the insured amount, Fennek will make an effort to take out additional insurance cover on the client’s written request and at the client’s expense.
- Limitation of liability
In the event that the performance of an assignment by Fennek leads to liability for Fennek, this liability will be limited to the amount which the professional liability insurance taken out by Fennek pays in the event in question, plus the amount of deductibles (‘eigen risico’) that Fennek is obliged to pay under the applicable insurance contract.
- Expiry period and interruption
A claim for liability will lapse in any event if the matter is not brought before the competent courts within one year after the facts on which the claim is based becoming known to the client or could have been reasonably known to the client. Fennek can only be expected to interrupt any running limitation period (verjaringstermijn) or expiry period (vervaltermijn) if and insofar as Fennek and the client have expressly agreed on this in writing in the assignment contract.
- Exclusion of liability
By entrusting Fennek with an assignment the client waives any rights to hold any persons working at Fennek liable on whatever account.Fennek excludes any liability resulting from a failure of the bank which is entrusted with retaining such funds to comply with its obligations as well as any liability for loss incurred by the client or third parties as a result of incorrect payment instructions from the client. This exclusion of liability also applies for the benefit of a possible Stichting Beheer Derdengelden Fennek.
- Fees, office expenses and disbursements
Fennek charges a fee to the client which, in principle, is calculated by multiplying the number of hours worked on the matter by the relevant lawyers by the applicable individual rates. Hourly rates are determined and/ or adjusted with a certain regularity. Fennek will take care as much as possible to charge legal fees which are reasonable for its services under the circumstances. All external costs incurred by Fennek in carrying out an assignment that do not qualify as office expenses will be charged to the client as disbursements. Fennek may request payment of a retainer. Retainers shall be settled with the final statement of expenses.
In principle, legal fees, office expenses, and disbursements are invoiced on a monthly basis. VAT is added where applicable. Invoices must be paid within 14 days of the date of the invoice. In the event of late payment Fennek is entitled to charge statutory commercial interest as well as any reasonable costs related to the collection of the invoice. In the absence of written notification of objections to an invoice within 14 days of receipt, the client shall be deemed to have accepted the invoice, as well as the underlying activities and records.
The client agrees that Fennek may set off any funds received for the account of the client against any outstanding invoices. Fennek will inform the client in writing accordingly.
- Auxiliary persons
Insofar as possible Fennek will consult with the client before engaging third parties. The client hereby authorises Fennek to accept on its behalf any limitations of liability as well as any other general conditions used by these third parties. Fennek is not liable for any faults or shortcomings by a third party in the performance of its activities.
The client indemnifies and holds Fennek 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 wilful misconduct by Fennek.
- Secrecy; Confidentiality
Fennek will treat confidential information it receives from the client in the course of the performance of the assignment confidential, and will act in accordance with the applicable rules. Fennek is authorised by the client to communicate with the client through electronic means, including email, fax, and telephone, unless there is a prior written agreement to the contrary.
- Third party clause
These general terms and conditions may be invoked by all persons working at Fennek, in any capacity, as well as their legal successors. All the stipulations in these conditions that are to the benefit of Fennek will apply to them as an irrevocable clause stipulated without consideration in the sense of article 6:253 of the Dutch Civil Code.
- Complaints procedure
Fennek’s complaint procedure applies to all services provided by the persons working at Fennek. Fennek’s complaints procedure may be consulted via https://www.fennekadvocaten.nl/klachtenregeling. If a complaint is not solved after being processed through the office complaints procedure, the complaint can be brought to the competent court in accordance with article 14 of these General Terms & Conditions.
- Identity and GDPR
Under applicable legislation (including the Dutch Act on the Prevention of Money Laundering and Terrorist Financing) Fennek is obliged to verify the identity of its clients and report unusual transactions to the authorities in certain circumstances. All personal data will be processed in compliance with the General Data Protection Regulation (“GDPR”).
- No third party bank account
Fennek has no third party bank account (in Dutch: “derdengeldenrekening“).
15. Applicable law; competent court
Dutch law governs the legal relationship between Fennek and its clients. Any dispute between the client and Fennek shall be resolved exclusively by the competent court in Amsterdam, the Netherlands.
The Dutch text of these general terms and conditions will be binding in case of a dispute about the contents or purport of these conditions in any translation.