General Terms and Conditions of BRON Advocaten January 2021 Version
BRON Advocaten B.V. (hereinafter referred to as ‘BRON Advocaten’) is a private company with limited liability under Dutch law, established in Breda (listed in the business register under number 80819621).
Application of the general terms and conditions
These general terms and conditions (hereinafter referred to as: ’the General Terms and Conditions’) are applicable to any engagement issued to BRON Advocaten, including any follow-up engagements, supplementary and/or new engagements, as well as all legal relationships as a consequence of, or in connection with, said engagements.
The General Terms and Conditions are also stipulated on behalf of people affiliated to BRON Advocaten, now and in the past, and its employees, advisers, shareholders and any third party which, whether employed or otherwise, is engaged in the execution of any engagement by BRON Advocaten, or is or may be liable in connection with such an engagement, as well as all respective legal successors. This provision also applies as an irrevocable third-party clause which has been drawn up for no consideration, within the meaning of Article 6:253 of the Dutch Civil Code.
The applicability of (any) general term(s) and condition(s) of the client is expressly and unequivocally rejected.
Acceptance of engagement
Any engagement is considered to be exclusively granted to BRON Advocaten and not to a person affiliated to BRON Advocaten. The above also applies if it is the parties’ (explicit or tacit) intention for the engagement to be executed by a certain person affiliated to BRON Advocaten.
The effect of Article 7:404 and Article 7:407 paragraph 2 of the Dutch Civil Code is excluded. Contrary to the provisions of Article 7:409 of the Dutch Civil Code, the people affiliated to BRON Advocaten are not personally bound or liable and the engagement does not end by their death, not even if the engagement has been granted with an eye to a certain person. The above applies by analogy if products or services are delivered, other than on the basis of an engagement agreement.
Engagements are created after BRON Advocaten has accepted the engagement in writing or by email, or if a start has been made to executing the engagement.
If BRON Advocaten has indicated that an advance payment needs to be made before starting the engagement, BRON Advocaten will only be obliged to start performing the work if and after the advance payment has been credited to a bank account designated by BRON Advocaten.
BRON Advocaten reserves the right at all times only to accept engagements on the basis of an advance, or only to continue executing the already accepted engagements after an advance payment has been made to cover fees and disbursements which are payable in the future.
If an amount remains after execution of the engagement and after setting off the advance, BRON Advocaten will refund this amount to the client.
Wwft and GDPR
On the grounds of the applicable regulations (including the Act on the prevention of money laundering and terrorist financing (Wet ter voorkoming van witwassen en financieren van terrorisme), BRON Advocaten is obliged to establish the client’s identity and, under certain circumstances, report unusual transactions to the authorities.
The client grants permission to BRON Advocaten to process (personal) data provided within the BRON Advocaten organisation, whether in connection with the engagement or otherwise, and to communicate this (personal) data to people affiliated to BRON Advocaten for whom knowledge of said data is useful in connection with the processing of the engagement or client management. The client also grants permission to use all customary means of communication, including the internet and email, for the purpose of communication.
Only BRON Advocaten is liable for the consequences resulting from execution of the engagement.
The following people are excluded from liability:
1. former, current and future directors and (direct or indirect) shareholders of BRON Advocaten;
2. the Stichting Beheer Derdengelden BRON Advocaten and
3. individuals who work for, and are affiliated to, BRON Advocaten.
Any liability of BRON Advocaten and the people affiliated to BRON Advocaten, its employees, advisers, partners and shareholders resulting from, or in connection with, the execution of an engagement is limited to the maximum amount paid out, in that instance, under the professional liability insurance concluded by BRON Advocaten, plus the applicable excess. The content and conditions of this insurance policy fulfil the requirements imposed by the Netherlands Bar (Nederlandse Orde van Advocaten).
If, for whatever reason, no payment is made on the grounds of the aforementioned insurance policy, BRON Advocaten’s total liability for all actions or omissions in a certain case is limited to the fee charged in connection with that case in that year, up to a maximum of € 10,000 in connection with that case, for all years together. Any continuous or repeating action or omission is only to be counted once and attributed to the calendar year in which this action or omission started.
Liability for indirect or consequential damage is excluded under all circumstances.
The right to compensation lapses, in any event, twelve months after the event which resulted directly or indirectly in the liability, unless this lapses or expires earlier on the basis of applicable law. The provisions of Article 6:89 of the Dutch Civil Code are still applicable.
Means of communication
All electronic communication, including email, is regarded as written. The client acknowledges that electronic communication is unsafe, can be intercepted, manipulated, infected, delayed or wrongly transmitted/forwarded, including by viruses and spam filters. BRON Advocaten is not liable for unsafe electronic communication and is also not liable for the interception, manipulation, infection, delaying, or wrong transmission/forwarding of electronic communication, including by viruses and spam filters.
Engagement of third parties
BRON Advocaten is authorised to engage third parties for the purpose of executing the engagement and to accept any conditions, including liability restrictions, of third parties, also on behalf of the client. BRON Advocaten is not liable for any errors, failures and/or unlawful actions performed by these third parties.
BRON Advocaten will be allowed to invoke these conditions vis-à-vis the client if it concerns the execution of the engagement by the third party. The client indemnifies BRON Advocaten and people affiliated to BRON Advocaten against all claims by third parties which are related in any way to, or result from, the engagement granted and accepted by BRON Advocaten and/or the work performed for the client. The client hereby grants BRON Advocaten permission to submit data to third parties which is important to those third parties for the execution of the engagement.
The fee is to be calculated on the basis of the number of hours worked multiplied by the applicable hourly rate, plus turnover tax.
Any disbursements paid by BRON Advocaten on behalf of the client will be charged separately, plus any applicable turnover tax.
Disbursements are expenses incurred on behalf of the client, such as court registry fees, travel and accommodation costs, costs of an expert, bailiff’s costs, the costs of excerpts, courier charges, translation costs, etc.
The work and disbursements are, in principle, to be charged to the client on a monthly basis, subject to a payment deadline of 14 days after the invoice date, after which the expense claims will be immediately due and payable. The client is explicitly not permitted to set off and suspend any payments. The client must pay the expense claims without any discount and without invoking suspension and/or set-off.
Objections by the client to an invoice from BRON Advocaten must be communicated in writing, along with reasons, to BRON Advocaten as soon as possible, but by no later than within 8 days after the invoice date, under payment of the undisputed part of the invoice, in the absence of which the client’s right to challenge the invoice will lapse.
In the event of late payment, the client will owe statutory (commercial) interest on the amount payable to BRON Advocaten. What is more, all additional judicial and extrajudicial costs relating to collecting invoice amounts are for the client’s account.
The collection costs are to be calculated on the basis of the Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten). If the client is a legal entity, or a natural person, acting in a professional capacity, this person will owe, in derogation of the aforementioned decree, collection costs amounting to 15% of the outstanding claim, subject to a minimum of € 250.00.
BRON Advocaten is entitled to suspend or cease the commissioned work if an invoice has not been paid by the payment deadline, or has not been paid on time, if advance invoices or interim expense claims have not been paid, or have not been paid on time, the credit risk relating to the client is estimated as excessively high, or the continuity of a client’s operations is insufficiently secure.
In the event of suspension or cessation of its work, BRON Advocaten will inform the client to that effect in writing. BRON Advocaten is not liable for loss or damage which might arise as a consequence of suspension or cessation of its work on this ground.
BRON Advocaten is permitted to ask a client to provide a(n) (extra) security interest (which does not mean an advance invoice), if the Dean of the Netherlands Bar provides written permission to BRON Advocaten to do so.
If an engagement is granted by several people, each of them will be jointly and severally liable for payment of the invoice to BRON Advocaten. If the engagement is granted by a natural person on behalf of a legal entity, the engagement will be regarded as also having been granted by the natural person.
Amendment of the General Terms and Conditions
BRON Advocaten is permitted to amend these general terms and conditions at any time and without prior notification. The amended conditions will apply to all subsequent legal relationships with the client.
The amended terms and conditions will be deemed to have been accepted if the client has not objected to the amended terms and conditions within 14 days after they have been sent or made known to the client.
BRON Advocaten’s complaints procedure applies to its services and a copy can be obtained on request. This complaints procedure has been published on the BRON Advocaten website.
The legal relationship between BRON Advocaten and the client is subject to Dutch law.
In the first instance the court of Zeeland-West-Brabant has jurisdiction to entertain a dispute between BRON Advocaten and a client, without prejudice to the authority of BRON Advocaten to submit a dispute to any other competent court.
The General Terms and Conditions can be consulted on the BRON Advocaten website: (www.bronadvocaten.nl).