General Terms and Conditions of NOVO Advocatuur en Mediation

Article 1 - Definitions

In these terms and conditions, the following definitions apply:

a. Dispute: the continuing disagreement between the client and the firm relating to a previously submitted complaint;
b. Fee: the costs charged by the firm for the legal services to be performed;
c. Complaint: any negative response from the client regarding the performance of an assignment, compliance with an agreement, or the services provided by NOVO Advocatuur en Mediation;
d. NOVO Advocatuur en Mediation: the private limited liability company NOVO Advocatuur en Mediation, its legal successors and/or any (legal) persons designated by it, also referred to as "the firm", including the lawyers and other employees affiliated with and working for NOVO Advocatuur en Mediation;
e. Client: the natural person or legal entity instructing NOVO Advocatuur en Mediation to perform services;
f. Agreement: the agreement whereby a client instructs the firm, lawyer or employee to perform certain legal services and the firm accepts such instruction;
g. Disbursements: any reimbursement of specified costs such as court registry fees, travel and accommodation expenses, valuation costs, bailiff's fees, etc., as well as any reimbursement of unspecified office expenses such as postage, telephone, fax and copying costs.

Article 2 - Applicability

These general terms and conditions apply to every agreement between NOVO Advocatuur en Mediation and the client, unless the parties expressly and explicitly agree otherwise in writing.
These general terms and conditions also apply to any additional or follow-up assignments given by the client.
The professional and conduct rules of the Dutch Bar Association form part of the agreement. The client acknowledges that the lawyer must observe the professional rules imposed by the Dutch Bar Association in the exercise of the legal practice. The client accepts any consequences arising therefrom.
The applicability of any general purchasing or other conditions used by the client is expressly excluded.
If any provision of these general terms and conditions is or becomes null and void or voidable, the remaining provisions shall remain in full force and effect. In such case, the parties shall consult with each other in order to replace the invalid or voided provision with a provision that reflects the original intent as closely as possible.
These general terms and conditions are available in both Dutch and English. In the event of any difference in interpretation between the two versions, the Dutch version shall prevail.
Deviations from or additions to these general terms and conditions or to any agreement to which they apply may only be agreed in writing by both parties.

Article 3 – Formation of the Agreement

The agreement for the provision of legal assistance is formed by direct or indirect acceptance of the assignment provided by the client and the engagement agreement, or by implied acceptance evidenced by postal or email correspondence.
Assignments are accepted exclusively by NOVO Advocatuur en Mediation B.V., even if it is the express or implied intention that the assignment is to be carried out by a specific person. In deviation from Sections 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code, lawyers and others working for or on behalf of NOVO Advocatuur en Mediation, whether employed by it or otherwise, shall not be personally bound or liable. This also applies where the assignment has been granted with a specific person in mind.
Without prejudice to the foregoing, these terms and conditions are also stipulated for the benefit of any third party engaged in the performance of an assignment or who may be liable in connection therewith, whether or not employed by the firm.
Acceptance of the assignment shall take place in writing by signing the engagement agreement by the lawyer or by direct or indirect written confirmation of acceptance by letter, fax or email.

Article 4 – Performance of the Agreement

The mutual obligations arising from the agreement shall apply from the moment of direct or indirect written confirmation by NOVO Advocatuur en Mediation to the client.
The agreement shall be performed exclusively for the benefit of the client. Unless NOVO Advocatuur en Mediation has given express written consent, third parties may not rely on the result of the work performed for the client or the execution thereof, nor derive any rights therefrom.
Unless expressly agreed otherwise between the parties, NOVO Advocatuur en Mediation shall determine which lawyer or employee performs the assignment.
During the execution of the assignment, another lawyer of NOVO Advocatuur en Mediation may (also) take over part of the work or the handling of the case if, in the opinion of NOVO Advocatuur en Mediation, there is reason to do so. The client declares not to object thereto. The client shall, however, be informed in writing in advance of any transfer of the case to another lawyer, insofar as reasonably possible.
If, in the opinion of NOVO Advocatuur en Mediation, this is in the interest of proper performance of the agreement, NOVO Advocatuur en Mediation shall be entitled to have work performed by third parties. NOVO Advocatuur en Mediation is authorised to accept on behalf of the client any terms and conditions applicable in the relationship between NOVO Advocatuur en Mediation and such third party or stipulated by such third party.
The agreement constitutes a best-efforts obligation on the part of NOVO Advocatuur en Mediation and not an obligation to achieve a specific result. The agreement shall be performed by or on behalf of the firm to the best of its abilities and with the due care that may reasonably be expected from the firm.
Any deadlines stated by NOVO Advocatuur en Mediation for delivery or completion are not strict deadlines. Exceeding such deadlines shall not entitle the client to compensation of any kind.
The copyrights relating to all works created by NOVO Advocatuur en Mediation shall at all times remain its property. NOVO Advocatuur en Mediation shall at all times be entitled to mention its name on or in connection with such works.

Article 5 - Obligations of the Client

The client shall ensure that all information and documents which NOVO Advocatuur en Mediation indicates, or which the client reasonably should understand, are necessary for the performance of the agreement, are provided to the firm in a timely manner. The client guarantees that it shall also provide, unsolicited, all information and documents to NOVO Advocatuur en Mediation of which it knows or reasonably suspects that these may be relevant to the execution of the assignment. The client guarantees the accuracy and authenticity of the information and documents provided by or on behalf of the client.
If the information required for the performance of the agreement is not provided to the firm in a timely manner, NOVO Advocatuur en Mediation shall be entitled to suspend the performance of the agreement and/or charge the client for any additional costs arising from the delay in accordance with its customary rates.
The client accepts that NOVO Advocatuur en Mediation must comply with applicable laws and regulations in accepting and carrying out assignments, including but not limited to the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft) and the Rules of Conduct of the Dutch Bar Association.

Article 6 – Inspection, Release and Copies of Files

The client shall at all times be entitled, upon prior written request, to inspect the file at the lawyer's office. Inspection shall be free of charge.
A file, or part thereof, shall only be released to the directly interested client or the client's legal successor.
A file, including selected documents from a file, shall only be released in person against receipt of a specified declaration of receipt signed by the recipient and only after the identity of the requesting party has been verified by means of a valid identity document.
Release of a file can only take place after the work has been completed and the file has been closed.
If the client wishes to receive copies of the file, the client shall owe compensation for copying and administrative costs of €0.03 per page.

Article 7 – Fees and Invoicing

Unless expressly agreed otherwise in writing, all rates stated in quotations and engagement confirmations are in euros (€) and exclusive of VAT, travel and accommodation expenses, levies, court registry fees and costs incurred by NOVO Advocatuur en Mediation through the engagement of third parties such as bailiffs, experts and similar parties.
For the execution of the agreement, the client shall owe the agreed fee, increased by disbursements, office expenses and VAT (high rate), unless expressly agreed otherwise in writing.
The lawyer's activities shall in principle be carried out on the basis of the applicable standard hourly rate of the lawyer concerned. In exceptional situations, such as urgent matters or matters involving substantial interests, deviations may be agreed with the client. The firm reserves the right to adjust its fees annually.
The applicable fee shall be communicated on the basis of the hourly rate agreed for the relevant assignment. The applicable hourly rate shall be confirmed in writing upon acceptance of the assignment or recorded in the agreement signed by the client. The hourly rate depends on the experience of the lawyer(s) involved and the nature and importance of the assignment.
If the lawyer has recently performed work for the client, the previously agreed fixed fee shall continue to apply unless otherwise agreed.
If the execution of the assignment extends over a period longer than one month, the fee relating to work performed shall in principle be invoiced monthly in arrears.
The lawyer shall at all times be entitled to request advance payment and/or security for payment of amounts owed and to suspend performance of obligations until the client has paid the requested advance or provided the requested security. The amount of the advance or security shall be determined in consultation between the lawyer concerned and the client. If the client's payment behaviour gives reason to do so, the amount of any subsequent advance or security may be adjusted at a later stage. If at least three quarters of the advance payment has been used, the lawyer shall be entitled to request an additional advance payment. Any advance payment received shall be set off against the final invoice. If the client fails to pay the requested advance or provide the requested security, NOVO Advocatuur en Mediation shall be entitled to terminate the agreement. All damages and costs resulting from such suspension and/or termination shall be borne by the client.
In addition to the fee, the client shall reimburse NOVO Advocatuur en Mediation for disbursements relating to costs paid by the firm on behalf of the client, including but not limited to court registry fees, witness and expert costs, bailiff's fees and costs for extracts from public registers.
NOVO Advocatuur en Mediation shall generally invoice the client monthly in arrears for the amounts due. Payments must always be made within 14 (fourteen) days of the invoice date, failing which the client shall be in default by operation of law. The client shall not be entitled to suspension or set-off.
All claims for payment owed to NOVO Advocatuur en Mediation shall become immediately due and payable if and as soon as the client is in default towards NOVO Advocatuur en Mediation, if and as soon as control over the client changes by means of a change in management, transfer of shares or otherwise, as well as when the client wholly or partially ceases or transfers its business, is declared bankrupt, applies for suspension of payments, becomes subject to the Dutch Debt Restructuring (Natural Persons) Act (WSNP), becomes subject to guardianship proceedings, has all or part of its assets seized, becomes subject to administration measures regarding its assets, or otherwise wholly or partially loses control or disposal over its assets, and furthermore if the client – in the case of a partnership or private limited company – is in liquidation or dissolved.

Article 8 – Subsidised Legal Aid

In agreements entered into on the basis of the statutory system of subsidised legal aid, the client shall not owe the lawyer's fee as referred to in the previous articles. Instead, the client shall owe a personal contribution determined by the Dutch Legal Aid Board, based on the client's income and assets (and those of the client's partner) in the reference year.
Upon entering into the first agreement, NOVO Advocatuur en Mediation shall assess, on the basis of the financial information provided by the client, whether the client qualifies for subsidised legal aid. The client is responsible for the accuracy of the information provided verbally or otherwise. In case of doubt, an application for legal aid shall nevertheless be submitted as a precaution.
If, during the assignment or upon entering into a subsequent agreement, the client's financial situation changes in such a way that the client believes he or she may qualify for subsidised legal aid, the client shall immediately notify the lawyer thereof.
The lawyer shall at all times be entitled to request an advance payment from the client for as long as no legal aid decision has been issued by the Legal Aid Board. The amount of the advance shall be determined in consultation between the lawyer concerned and the client.
Court registry fees, witness and expert costs, extracts from public registers, telegrams, international telexes, international fax and telephone communications and procedural acts are not covered by the legal aid granted by the Legal Aid Board and shall be charged separately to the client.
The legal aid only covers work performed by the lawyer from the date of the application. Any work performed before that date shall be charged to the client in accordance with the provisions of the previous article.

Article 9 - Payment

Unless otherwise agreed between the parties, invoices issued by NOVO Advocatuur en Mediation must be paid within 14 days of the invoice date.
Payments must be made by transfer to the bank account specified on the invoice, by online payment (iDeal), or at the office of NOVO Advocatuur en Mediation using a legally valid means of payment. NOVO Advocatuur en Mediation does not offer debit card payment facilities at its office.
Payments shall be made without any deduction or set-off. No extension of payment shall be granted.
After expiry of the payment term of fourteen days, the client shall automatically be in default and shall owe statutory (commercial) interest pursuant to Section 6:119(a) of the Dutch Civil Code, increased by 1.5%, without further notice being required.
If the client is unable to pay the full amount due within the payment term referred to in paragraph 1, the client must request a payment arrangement, substantiated and reasoned, before expiry of the payment term. If NOVO Advocatuur en Mediation agrees to such arrangement, this shall always be confirmed in writing. Payment arrangements must be strictly complied with, failing which the full outstanding amount shall immediately become due and payable.
Payments received shall first be applied to costs, then to accrued interest and finally to the principal amount.
In the event of liquidation, (threatened) bankruptcy or suspension of payment of the client, all obligations of the client shall become immediately and fully due and payable.

Article 10 – Debt Collection and Suspension of Activities in Case of Default

If the client is in default in fulfilling one or more obligations towards NOVO Advocatuur en Mediation, all reasonable extrajudicial collection costs shall be borne by the client. Such costs shall amount to at least 15% of the claim, with a minimum of €150.00.
Extrajudicial collection costs shall also include collection activities performed by NOVO Advocatuur en Mediation itself, including sending reminders, demanding payment by telephone and arranging payment plans. These costs shall be calculated on the basis of the agreed or customary hourly rate of the lawyer with whom the client usually worked.
If the client is in default with payment obligations, the lawyer concerned shall, in addition to taking collection measures, be entitled to suspend work on behalf of the client. The lawyer may only exercise this right after informing the client thereof in advance and granting the client a short additional period to comply with the payment obligation. The duration of such period shall depend on the circumstances of the case. The lawyer shall not be liable for any damage suffered by the client as a result of such suspension.
NOVO Advocatuur en Mediation shall be entitled to retain all documents, including those relating to an agreement unrelated to the unpaid invoice, until payment has been made in full.

Article 11 - Complaints

Complaints relating to an invoice must, under penalty of lapse of rights, be submitted in writing and substantiated within 14 (fourteen) days after the invoice date.
All other complaints relating to alleged shortcomings in the performance of an agreement with NOVO Advocatuur en Mediation must, under penalty of lapse of rights, be submitted in writing, stating reasons, within 60 (sixty) days after discovery of the defect or after the defect reasonably could have been discovered, or no later than 60 (sixty) days after completion of the relevant assignment.

Article 12 - Liability

NOVO Advocatuur en Mediation shall not be liable for any damage arising from incorrect and/or incomplete information provided by the client, unless the firm should reasonably have been aware of such incorrectness or incompleteness.
NOVO Advocatuur en Mediation shall not be liable for damage resulting from suspension of work for the client if such suspension results from the client's failure to pay invoices in a timely manner.
Third parties may not derive any rights from the contents of the work performed. The client indemnifies NOVO Advocatuur en Mediation against claims by third parties alleging damage caused by or related to work performed by NOVO Advocatuur en Mediation for the client.
NOVO Advocatuur en Mediation shall not be liable for any shortcomings in work performed by third parties engaged in connection with the agreement.
Any liability of NOVO Advocatuur en Mediation arising from or related to an attributable failure, unlawful act or any other legal basis shall be limited to the amount paid or payable in the relevant case under the professional liability insurance of NOVO Advocatuur en Mediation, increased by the applicable deductible, unless there is intent or gross negligence on the part of NOVO Advocatuur en Mediation. NOVO Advocatuur en Mediation maintains professional liability insurance in accordance with customary amounts and conditions applicable in the legal profession. A copy of the insurance policy shall be provided upon request.
Any limitations of liability in favour of NOVO Advocatuur en Mediation shall also apply for the benefit of employees, representatives and auxiliary persons engaged by NOVO Advocatuur en Mediation.
All claims by the client shall lapse twelve months after the moment at which the client became aware or reasonably could have become aware of the existence of such claim or right.
If, for whatever reason, the professional liability insurer does not pay out in a specific case or the damage is not covered by insurance, the liability of NOVO Advocatuur en Mediation shall be limited to the amount paid by the client to NOVO Advocatuur en Mediation for the work relating to the matter in which the damage occurred during the last 12 calendar months in which work was performed on the assignment, with a maximum of €7,500.00.
NOVO Advocatuur en Mediation shall never be liable for consequential, indirect or business damages.
Without prejudice to Article 11 regarding complaints, any claim for damages against NOVO Advocatuur en Mediation, except claims expressly acknowledged in writing by NOVO Advocatuur en Mediation, shall lapse six months after the client discovered or reasonably should have discovered the damage.
Third parties may not derive rights from the contents of the work performed. The client indemnifies NOVO Advocatuur en Mediation against claims by third parties alleging damage caused by or related to work performed by NOVO Advocatuur en Mediation for the client.
Without prejudice to the other exclusions of liability in these terms and conditions, NOVO Advocatuur en Mediation shall not be liable for damages:
1. caused by third parties involved in the execution of the assignment, unless such third party was engaged by NOVO Advocatuur en Mediation and the client proves that NOVO Advocatuur en Mediation failed to exercise due care in selecting such third party;
2. resulting from incorrect or incomplete information provided to NOVO Advocatuur en Mediation, unless the incorrectness or incompleteness should clearly have been apparent to NOVO Advocatuur en Mediation and the firm failed to inform the client thereof;
3. resulting from damage to or loss of information during transmission;
4. resulting from unauthorised access by third parties to information relating to the assignment or the client;
5. not reported in writing within two months after the client discovered or reasonably could have discovered the damage.
Without prejudice to the foregoing, any liability-limiting, liability-excluding or liability-determining conditions invoked by third parties against NOVO Advocatuur en Mediation may also be invoked by NOVO Advocatuur en Mediation against the client. If and insofar as NOVO Advocatuur en Mediation engages third parties in the execution of the assignment, the client shall never have more rights against NOVO Advocatuur en Mediation than NOVO Advocatuur en Mediation has against such third parties.

Article 13 - Intellectual Property Rights

Without prior written consent, the client shall not be permitted to reproduce, publish and/or exploit any advice, agreements or other intellectual creations produced by or on behalf of NOVO Advocatuur en Mediation, whether with the involvement of third parties or otherwise.

Article 14 - Archiving

NOVO Advocatuur en Mediation shall retain the file created during the execution of the agreement for at least 5 years after termination of the work and closure of the file.
Financial records shall be retained for at least 7 years.
After expiry of the period referred to in paragraph 1, NOVO Advocatuur en Mediation shall be entitled to destroy the file.
Upon request of the client and within the retention period referred to in paragraph 1, the file may be retrieved from the archive against reimbursement of the actual costs incurred.

Article 15 – Disputes Committee for the Legal Profession (Consumer and Business)

NOVO Advocatuur en Mediation is affiliated with the Disputes Committee for the Legal Profession (Consumer and Business).
All disputes arising in connection with the formation or performance of an assignment, including invoice disputes, shall be settled in accordance with the Regulations of the Disputes Committee for the Legal Profession. By entering into an agreement with NOVO Advocatuur en Mediation, the client accepts the applicability of both the Consumer and Business Disputes Committees for the Legal Profession.
If the client is dissatisfied with (part of) the handling of the matter, the client must, before the complaint can be submitted to the Disputes Committee, submit the complaint in writing and substantiated to NOVO Advocatuur en Mediation, attention: Complaints Department.
The client must submit the complaint to NOVO Advocatuur en Mediation within three months after the moment at which the client became aware or reasonably could have become aware of the act or omission giving rise to the complaint.
The complaints officer of NOVO Advocatuur en Mediation shall then consult with the client and the lawyer concerned to determine whether an amicable settlement is possible. If no amicable settlement proves possible, the complaints officer shall explain to the client how the complaints procedure will proceed. NOVO Advocatuur en Mediation shall provide the client with a written response within four weeks after receipt of the complaint. If the complaint has not been resolved within that period or not to the client's satisfaction, the client may submit the complaint to the Disputes Committee for the Legal Profession.
The client may submit the complaint to the Disputes Committee for the Legal Profession within twelve months after the written response of NOVO Advocatuur en Mediation. Thereafter, this possibility shall lapse.
The Disputes Committee for the Legal Profession is authorised to rule on complaints relating to the quality of the services and the amount of the invoices. In addition, the Disputes Committee is authorised to rule on claims for damages up to an amount of €25,000.00.
NOVO Advocatuur en Mediation may submit unpaid invoices to the Disputes Committee.

Article 16 – Applicable Law and Competent Court

All agreements shall be exclusively governed by Dutch law.
The competent court in the Zeeland-West-Brabant district shall have jurisdiction to hear disputes arising from agreements entered into with the client.