ART. 1. JURISDICTION
Notwithstanding the general terms and conditions
pertaining to the client, these general terms and conditions are applicable to all
contracts that have been agreed upon between the client and the partners of
this website, and thereafter to any resulting juristic act or those juristic
acts in connection therewith, legal relationships or juristic consequences,
unless another explicit agreement has been made in writing previous to the
realization of the contract. These general terms and conditions are applicable
to every contract under the same terms following from the first contract agreed
upon between the parties and thereafter to any resulting juristic acts or those
juristic acts in connection therewith, legal relationship or juristic
consequences, without the necessity of parties to declare these general terms
and conditions applicable at that time.
ART. 2. DEFINITIONS
These general terms and conditions have the following definitions:
client:
the principal or, in case of multiple principals who jointly confer a
contract, the principals together. In case a client dies then all his rights on
and obligations to the partners of this website will transfer to their heirs
under universal succession;
third party (parties): every natural person, corporate entity, institution, or organization, solely or jointly, who is not a party;
Partner Business Legal Consultancy: legal advisor and his company or all of his companies. If the company or companies of legal advisor is or are a part of a Dutch foundation, private limited liability company or a Dutch public limited liability company, then this legal entity (corporation) will exclusively be the assignee;
contract:
the assignment(s) that has been conferred upon the partners of this website, by means and as stipulated in these general terms and conditions;
party (parties):
client and/or a partner of this website;
in writing: by means of every way of communicating in writing, especially a letter, e-mail and fax.
honorarium: the fee will be based on an hourly rate multiplied with the amount of time spent or a fixed and arranged rate for the contract, increased with the advanced payments (costs), (possible) general office costs, (possible) extra work and, if applicable, turnover tax.
ART. 3. CONTRACT
3.1. An offer of a partner of this website to enter into a contract is
without engagement.
3.2. Only with a specific and explicit written power of attorney
can a third party enter into a contract on behalf of or at the expense of a
partner of this website.
ART. 4. EXECUTION OF CONTRACT
4.1. The partner will exert itself professionally and with care while
executing the contract. The partner will not accept any liability for other
than an advisory result intended by the client under contract.
4.2. Client is obligated to inform the partner of all documents, facts and
circumstances that are or could be relevant to the (execution of) the contract.
The client is responsible for the exactness of the documents, facts and
circumstances as mentioned in the first sentence van part 2.
4.3. The partner is authorized to include third parties for the execution of
the contract. Before a third party will be contracted, client will be consulted
beforehand if possible. Article 404 of Book 7 of the Dutch Civil Code is not
applicable.
4.4. These general terms and conditions are also stipulated for the benefit
of all persons who are involved in the execution of the contract.
ART. 5. HONORARIUM AND INVOICES
5.1. Client owes the partner of this website an honorarium for the execution
of the contract.
5.2.
At the beginning of the contract client will receive a quote in writing
by the partner as to the honorarium he will be indebted..
5.3. If client and the partner have agreed upon a fixed and
arranged rate for the contract and more work than the normal amount has been
performed by the partner, then the partner is authorized to charge client extra
honorarium for this extra work.
5.4. The partner is authorized to charge client separately
for general office costs for instance the postage costs, copying costs, costs
of telephone, fax and electronic communication and preparation of documents,
which the partner will base on a certain percentage of the honorarium.
5.5. The partner is authorized to change the honorarium during the term of
the contract, unhindered by the right of client to cancel the current contract
at that time.
5.6. If the execution of a contract expands over a period longer than one
month, the partner is authorized to charge the client for services rendered
with one or more invoices.
5.7.
The partner is authorized to request an advance payment from client. The
partner shall not owe client an interest over the advance payment. An advance
payment will be deducted from the final invoice.
5.8. If a contract is withdrawn or cancelled, the partner is authorized to
charge client an honorarium based on all the work that has been executed.
ART. 6. PAYMENT
6.1. The partner only accepts payment of honorarium in cash up to an amount
of one thousand Euro (EUR 1,000). Payments that exceed the amount of one
thousand Euro (EUR 1,000) can only be made by the client by transfer of
agreed amount into a bank account of the partner. This payment can only result
in an acquaintance of the client once the partners’ frank account has received
notice of credit.
6.2. Interim invoices from the partners and those final invoices that are not
directly related to the execution of the agreed work must be paid within
fourteen days after the date of the invoice. If the terms of payment are breached,
client will be by law automatically in default. At that time a delay interest
equivalent to the legal interest will be indebted by client.
6.3. If the partner takes reimbursement measurements against client who is
in default, then these costs will be at the expense of client with a minimum of
ten percent of the non-paid invoices.
6.4. If a contract is granted by two or more principals jointly, then every
principal will be held liable for the payment of the total indebted amount.
ART. 7. LIABILITY
7.1. The liability of a partner of this website towards client for damages
arising out of or in connection with any contract (also explicitly including
thereafter all resulting juristic acts or those juristic acts in connection
therewith, legal relationships or juristic consequences as mentioned in article
1) is limited to the amount that will result in a claim that can be paid out
for that event under the professional liability insurance coverage as agreed
upon between the partner and the insurance company increased with the amount of
the deductible risk of the partner applicable to this insurance coverage. The
partner will not accept any liability for indirect damages, consequential
damages or loss of profits.
7.2. If the professional liability insurance will not cover
the damage or no benefits are payable under this insurance as mentioned in
article 7.1, then the liability of the partner will be limited to the amount of
the value of the contract, or if the value of the contract exceeds an amount of
five thousand Euros (EUR 5,000), to a maximum of five thousand Euros (EUR
5,000).
7.3. A partner is not liable for any shortcomings in the activities of a
third party as mentioned in article 3.2. Article 407.2 of the Dutch Civil Code
is not applicable. If the first and/or second sentence of article 7.3 is not
applicable, then articles 7.1 and 7.2 are equally applicable to the
shortcomings of the third party.
7.4. The contract will be exclusively executed for the benefit of client. No
third parties will have any rights or claims towards a partner based on the
contract or its content. Client will indemnify the partner against claims of
third parties as mentioned in article 7.4.
ART. 8. COPYRIGHT
The copyright of productions created due to the
execution of the contract remains with the partner.
ART. 9. TRANSFER OF CONTRACT, CLAIMS AND DEBTS
The partners of this website are authorized to
transfer contracts, claims and debts or let them be transferred to a legal
entity or a personal partnership, in which the partner has a direct or indirect
interest, alone or with others. Client gives his permission respectively grants
his co-operation herewith for the transfer as mentioned in this article.
ART. 10. APPLICABLE LAW AND COMPETENT JUDGE
10.1. Dutch law is applicable to all juristic acts or those juristic acts in connection therewith, legal relationships or juristic consequences as mentioned in article 1, and to these general terms and conditions.
10.2. Disputes will be submitted to the exclusive jurisdiction of the
competent courts in Breda, the Netherlands. No claim for damages can be made,
by client or a third party unless litigation is commenced in such a court
within one year of discovery thereof.
10.3. These general terms and conditions are available in the Dutch, Russian and in the English language. In the event of a difference between the Dutch, English and Russian version, only the Dutch version is binding.
