General Terms and Conditions of NOVO Advocaten

 

Article 1 - Definitions

In these terms and conditions the following terms have the meanings referred to:

1. Third-party funds: The funds which the firm receives on behalf of, or in relation to, the client which are not intended for the firm.
2. Dispute: A long-term disagreement between a client and the firm relating to a previously submitted complaint.
3. Fee: The costs which the firm charges for the legal work carried out.
4. Complaint: Any negative response by the client regarding the execution of a commission, fulfilment of an agreement, or the services provided by NOVO Advocaten.
5. NOVO Advocaten: The private company with limited liability, NOVO Advocaten, its legal successors and/or (legal) entities it has designated, also referred to as 'the firm', including the affiliated lawyers and other employees who work for NOVO Advocaten.
6. Client: The natural person or legal entity that commissions NOVO Advocaten to perform services.
7. Agreement: The agreement whereby a client commissions the firm or the lawyer or employee to perform certain legal activities, which commission the firm accepts.
8. Stichting Beheer Derdengelden NOVO Advocaten: The foundation, as referred to in the Accounting Regulation of the Dutch Bar Association, which supports the firm and manages funds received for parties other than the firm.
9. Advances: Any payment of specified costs such as court registry fees, travel and accommodation costs, valuation costs, bailiff's fees, etc. as well as any payment of unspecified office charges such as postage, telephone, fax, copying costs, etc.

Article 2 - Applicability

1. These general terms and conditions apply to any agreement between NOVO Advocaten and a client, insofar as the parties do not deviate therefrom explicitly and in writing.
2. These general terms and conditions also apply to any of a client's additional commissions and follow-up commissions.
3. The code of conduct and professional rules of the Dutch Bar Association are part of the agreement. The client is aware that the lawyer must respect the code of conduct imposed by the Dutch Bar Association during the execution of work. The client accepts the resulting consequences.
4. The applicability of any general (purchase) conditions of a client is excluded.
5. If any provision in these general terms and conditions is or might become null and void, the other provisions of these conditions will continue to apply in full. In such a situation the parties are obliged to replace the null and void provision, or have it replaced, in a way that does justice to the purport of the null and void provision.
6. 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 text will take precedence.
7. Deviations from, or additions to, these general terms and conditions, or an agreement to which they apply, can only be agreed by both parties in writing.

Article 3 – Formation of commission agreement

1. The commission agreement for the provision of legal assistance is formed by acceptance of the commission granted by the client.
2. Commissions are accepted exclusively by NOVO Advocaten B.V., even if the explicit or tacit intention is for a commission to be executed by a certain person. In derogation of Articles 7:404, 7:407, paragraph 2 and 7:409 of the Dutch Civil Code, the lawyers and others who work for, or on behalf of, NOVO Advocaten, whether on the basis of a contract of employment or otherwise, are not personally bound or liable. The above applies even if the commission is granted with a certain person in mind.
3. Without prejudice to the above, these terms and conditions are also stipulated on behalf of the Stichting Beheer Derdengelden NOVO Advocaten and any third party which, whether on the basis of a contract of employment or otherwise, is engaged in the execution of a commission, or may be liable in connection therewith.
4. Commissions are to be accepted in writing by the signing of the commission agreement by the lawyer, or by written confirmation of the acceptance of the commission in the form of a letter, fax or e-mail.

Article 4 – Execution of the agreement

1. The mutual obligations resulting from the agreement apply from the moment of written confirmation by NOVO Advocaten to the client.
2. The agreement will be executed exclusively on behalf of the client. Unless NOVO Advocaten grants its explicit written permission, parties other than the client may not use the results of the work carried out for the client, or the execution said work, and neither may they derive any rights therefrom.
3. Unless the parties explicitly agree otherwise, NOVO Advocaten will decide which lawyer or employee executes the commission.
4. During the execution of the commission, a different NOVO Advocaten lawyer can (also) assume responsibility for some of the activities, or take over the case if, in the opinion of NOVO Advocaten, there is cause to do so. The client declares that it has no objection to this. The client will, however, be informed beforehand in writing that the case is being taken over by a different lawyer, insofar as such is reasonably possible.
5. If, in the opinion of NOVO Advocaten, it is in the interest of proper fulfilment of the agreement, NOVO Advocaten will be entitled to have the work carried out by third parties. NOVO Advocaten is authorised to accept terms and conditions which apply to the relationship between it and the third party, or which the third party stipulates on behalf of the client.
6. The agreement implies a duty to perform on the part of NOVO Advocaten but not an obligation to achieve a result. An agreement is to be carried out by, or on behalf of, the firm optimally and with the level of care which can be expected from the firm.
7. The deadlines for completion given by NOVO Advocaten are not deadlines to be observed on penalty of forfeiture of rights. A missed deadline does not entitle a party to any form of compensation.
8. The copyrights relating to all work created by NOVO Advocaten will remain its property at all times. NOVO Advocaten is entitled, at all times, to mention its name, or have it mentioned, on or in anything it creates.

Article 5 - The client's obligations

1. The client will ensure that all details, which NOVO Advocaten indicates are necessary, or which the client should reasonably understand to be necessary for the execution of the agreement, are issued to the firm in good time. The client guarantees that it will issue - voluntarily - all data and documents to NOVO Advocaten which it knows, or can suspect, (may) be important for the execution of the commission. The client guarantees the accuracy and authenticity of the details and documents which it issues or which are issued on its behalf.
2. If the details required for the execution of the agreement as referred to in the previous paragraph are not issued to the firm on time or in full, NOVO Advocaten will be entitled to suspend execution of the agreement and/or charge the client the extra costs resulting from the delay in accordance with standard rates.
3. The client accepts that, as regards the acceptance and execution of its commissions, NOVO Advocaten is required to observe the applicable law and regulations, such as the Money Laundering and Terrorist Financing (Prevention) Act [Wet ter voorkoming van witwassen en financieren van terrorisme] (WWFT) and the Code of Conduct of the Dutch Bar Association.

Article 6 – Perusal, issuing and copies

1. The client is entitled at all times, and on the basis of a prior written request, to peruse its dossier at the lawyer's offices. Said perusal will be free of charge.
2. A dossier, or part of a dossier, will then not be issued to the client with a direct interest, nor its successor.
3. A dossier, including selected documents from a dossier, will only be issued in person, and only upon submission of a specified declaration of receipt signed by the party involved and only after the identity of the party requesting the issue has been determined on the basis of a generally valid proof of identity.
4. An issue can only take place after the work has been finished and the dossier closed.
5. If the client wants to receive a copy of the dossier, it will be required to pay for copying and administration charges amounting to € 0.03 per page.

Article 7 – Fee and invoicing

1. Unless explicitly agreed otherwise in writing, the prices referred to in offers and confirmations are in euros (€), excluding 4% office costs, VAT, travel and accommodation costs, fees, court registry fees and the costs which NOVO Advocaten incurs through possible engagement of third parties such as bailiffs, experts and the like.
2. For the execution of the commission agreement the client will be required to pay the fee, plus advances, office costs and turnover tax (high rate), unless explicitly agreed otherwise in writing.
3. The lawyer's work is to be performed, in principle, on the basis of the standard hourly rate applicable to the lawyer in question. In exceptional cases, such as emergencies and cases of substantial interest, this standard hourly rate can be deviated from in consultation with the client. The firm reserves the right to change the fee annually.
4. The payable fee will be communicated on the basis of the hourly rate agreed for the commission in question. When the commission is accepted the applicable hourly rate is to be confirmed in writing, 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 commission.
5. If the lawyer has already performed work recently for the client, the fixed fee agreed earlier between the parties will apply, unless agreed otherwise.
6. The fee relating to work carried out will, in principle, be charged in between times on a monthly basis if the commission is executed over a period longer than a month.
7. The lawyer is always entitled to demand payment of an advance from the client and/or security for the payment of amounts it is owed and to suspend fulfilment of its obligations until the client has paid the advances charged, or has provided the requested security. The amount of the advance or security will be determined on the basis of consultation between the lawyer involved and the client. If the payment behaviour of the client gives cause to do so, the amount of a subsequent advance or security can be changed at a later stage. If at least three quarters of the advance has been used, the lawyer will be entitled to charge the client for an additional advance. Any payment of an advance received will be set off against the final commission invoice. If the client remains in default with regard to payment of an advance or security, NOVO Advocaten will be entitled to dissolve the agreement. All loss or damage and costs for NOVO Advocaten which result from this suspension and/or dissolution must be paid by the client.
8. Besides the fee, the client will owe NOVO Advocaten advances relating to the costs which the firm pays on the client's behalf. These advances relate to, among other things, court registry fees, the costs of witnesses and experts, bailiffs' costs and the costs of excerpts from public registers.
9. Generally speaking, NOVO Advocaten will charge the client for the amounts it is owed retroactively every month. Payments must always be made within 14 (fourteen) days of the date on the invoice, with failure to do so meaning that the client is legally in default. The client is not authorised to suspend or set off.
10. The payment claims relating to all amounts owed to NOVO Advocaten will be immediately due and payable if and as soon as the client is in default vis-à-vis NOVO Advocaten, if and as soon as the authority over the client changes due to a change in management, transfer of shares or in any other way, as well as if the client fully or partially suspends operations or alienates its business in any other way, is declared bankrupt or applies for a suspension of payments, or if the statutory debt rescheduling arrangement (WSNP) is declared applicable to the client, if an application for placement under tutelage is pending, if (some of) the client's assets/goods are seized, as well as if (some of) the client's assets/goods are placed under administration or if the client wholly or partially loses the control over and/or disposal of its assets and moreover if the client - if said client is a partnership or private limited company - is in the process of being wound up or is dissolved.

Article 8 – Subsidised legal aid

1. In the case of agreements entered into on the basis of the legal system of subsidised legal aid, the client will not have to pay the lawyer's fee as stipulated in the previous articles. Instead the client will owe a contribution determined by the Legal Aid Board [Raad voor Rechtsbijstand], which contribution is to be based on the client's income and assets (and of the client's partner) in the reference year (= the year of the application minus two).
2. When entering into the first agreement, NOVO Advocaten will assess, on the basis of the financial data issued by the client, whether the client is eligible for subsidised legal aid. The client is responsible for the accuracy of the (verbally) issued information. In the event of any doubt, legal aid will be applied for as a precautionary measure.
3. If, in the meantime, or in the context of a subsequent agreement, the client's financial situation changes, in the sense that the client believes that it is eligible for subsidised legal aid, the client will be obliged to inform the lawyer to this effect immediately.
4. The lawyer is always entitled to demand payment of an advance from the client as long as the Legal Aid Board has not issued legal aid. The amount of the advance will be determined on the basis of consultation between the lawyer involved and the client.
5. Court registry fees or standing charges, costs of witnesses and experts, excerpts from the public registers, telegrams, international telexes, international faxes and international telephone calls and cause-list transactions are not covered by the legal aid provided by the legal aid board and will be charged to the client.
6. The legal aid relates only to the work performed by the lawyer as from the date of application. The work performed previously by the lawyer is to be charged to the client pursuant to the provisions in the previous article.

Article 9 - Payment

1. Unless agreed otherwise between the parties, NOVO Advocaten must have received payment of invoices within 14 days of the date on the invoice.
2. Payments must be made by means of a transfer of the amount owed to the bank account number referred to on the invoice or by payment via Internet (iDeal), or in legal tender at the offices of NOVO Advocaten. NOVO Advocaten does not have any PIN payment facilities.
3. Payments must be made without discount or set off. No deferment of payment will be granted.
4. When the fourteen day payment deadline has been reached, the client will be legally in default and will be required to pay statutory (commercial) interest pursuant to Article 6:119(a) of the Dutch Civil Code, plus 1.5 %, without any notice having to be given.
5. If the client is unable to pay the (full) amount owed by the deadline referred to in the first paragraph, the client must submit a request for a repayment schedule, accompanied by reasons and a substantiation, before the payment deadline has been reached. If NOVO Advocaten agrees to a repayment schedule, this must always be confirmed in writing. Repayment schedules must be complied with punctually by the client, under pain of cancellation, whereby the entire amount owed will become immediately due and payable.
6. Received payments will first be deducted from the costs, then from the due interest and lastly from the principal sum.
7. In the event of liquidation, (threatened) bankruptcy or a suspension of payments on the part of the client, the client's obligations will become immediately and completely due and payable.

Article 10 – Collection and suspension of work in the event of default

1. If the client is in default as regards fulfilling one or more of its obligations vis-à-vis NOVO Advocaten, all reasonable costs involved in realising fulfilment outside of law will be for the client's account, which costs will be at least 15% of the claim, with a minimum applying of € 150.00.
2. The reasonable costs for realising fulfilment outside the law also mean the (collection) activities performed by NOVO Advocaten itself, including the sending of reminders, payment demands (by telephone) and any arranging of repayment schemes. The costs incurred will be calculated according to the agreed or usual hourly rate of the lawyer who the client was used to working with.
3. If the client is in default as regards payment of sums that it owes, the lawyer involved will, in addition to the possible collection measures referred to in the previous paragraphs, be entitled to suspend his work on behalf of the client. The lawyer involved is then only authorised to exercise this right of suspension after s/he has informed the client to that effect in advance and given the client a short period of grace to fulfil its payment obligation after all. The duration of the aforementioned period of grace will be proportional to the circumstances of the case. The lawyer involved does not accept any liability for any loss or damage which the client suffers and which came about as a consequence of the work referred to here.
4. NOVO Advocaten is entitled to keep all documents, including those relating to an agreement to which the unpaid invoice does not relate, until the point in time that payment has taken place.

Article 11 - Complaints

1. Complaints relating to an invoice must, under pain of nullity, be submitted in writing with substantiation within 14 (fourteen) days after the date on the invoice, with failure to do so resulting in the lapsing of client's rights in this matter.
2. All other complaints alleged by the client due to shortcomings in the fulfilment of an agreement with NOVO Advocaten must be submitted in writing, stating reasons, under pain of cancellation, within 60 (sixty) days after the defect has been discovered, or after the defect could reasonably have been discovered, or by no later than 60 (sixty) days after completion of the commissioning question.

Article 12 - Third-party funds

1. Funds which the firm receives on behalf of a client are to be paid into the account of the Stichting Beheer Derdengelden NOVO Advocaten.
2. As compensation for the costs of the administration and management of the account, no interest will be refunded on third-party funds paid.
3. Funds payable to the client are to be transferred to a bank or giro account specified by the client within 14 days subject to settlement of any amounts owed by the client to the firm. It is not possible to make cash payments from funds received.
4. The client agrees with the set off against amounts still owed to the firm referred to in the previous paragraph. If the client objects to this set off, the provisions in the previous article will apply.

Article 13 - Liability

1. NOVO Advocaten is not liable for loss or damage, of whatever nature, which arises due to NOVO Advocaten basing work on inaccurate and/or incomplete details provided by the client, unless NOVO Advocaten should have been aware of this inaccuracy or incompleteness.
2. NOVO Advocaten is not liable for loss or damage for the client resulting from a suspension of work, if said suspension is the consequence of default on the part of the client as regards timely payment of the firm's invoices.
3. Third parties cannot derive any rights from the content of the work carried out. The client indemnifies NOVO Advocaten against claims by third parties that assert that they have suffered loss or damage due to, or in connection with, work carried out by NOVO Advocaten on behalf of the client.
4. NOVO Advocaten is not liable for any shortcomings of work carried out by third parties in relation to the agreement.
5. Moreover, any liability of NOVO Advocaten for loss or damage which results from, or is connected with, an attributable failure or unlawful act, which is based on any other legal ground, is limited to the amount (to be) paid out by the professional liability insurer of NOVO Advocaten in the instance in question, plus its excess under the insurance, except in the event of intent or gross negligence. NOVO Advocaten is insured in accordance with the amounts and conditions which are usual in the sector. A copy of the policy can be issued on request.
6. Restrictions of liability in favour of NOVO Advocaten also apply in favour of employees and non-subordinate representatives and agents of NOVO Advocaten.
7. All claims by the client lapse twelve months after the moment at which the party in question became aware, or could reasonably have become aware, of the existence of these rights to claim or other rights or authorities.
8. If, in any actual instance, the professional liability insurer does not pay out, for whatever reason, or if the loss or damage in question is not covered by the insurance, any liability of NOVO Advocaten will be limited to a maximum of the amount that the client has paid to NOVO Advocaten for the work on the case in connection with which the loss or damage has arisen during the last 12 (twelve) calendar months in which work has taken place on the commission in question, up to a maximum of € 7,500.00.

9. NOVO Advocaten is never liable for any operating, consequential or indirect loss.
10. Without prejudice to the provisions in Article 11 of these general terms and conditions with regard to claims, any claim for compensation against NOVO Advocaten will lapse, except those which NOVO Advocaten has explicitly acknowledged in writing, at the end of a period of 6 (six) months after the client discovered, or reasonably should have discovered, the loss or damage.
11. Third parties cannot derive any rights from the content of the work carried out. The client indemnifies NOVO Advocaten against claims by third parties that assert that they have suffered loss or damage due to, or in connection with, work carried out by NOVO Advocaten on behalf of the client.
12. Without prejudice to the other exoneration clauses in these general terms and conditions, NOVO Advocaten is not liable for loss or damage:

1.    which is caused by third parties involved in the execution of a commission, unless said third parties have been engaged in the commission by NOVO Advocaten and the client demonstrates that NOVO Advocaten did not act with due care and attention when selecting the third parties;

2.    which is the consequence of inaccurate or incomplete information issued to NOVO Advocaten, unless NOVO Advocaten should have realised that said information was inaccurate or incomplete and NOVO Advocaten failed to inform the client of said inaccuracy or incompleteness;

3.    which is the consequence of loss or damage of information during transmission thereof;

4.    which arises because third parties acquired unauthorised access to information concerning the commission or the client;

5.    which was not reported in writing within two months after the client discovered, or should reasonably have discovered, the loss or damage.

13. Without prejudice to the above, any conditions which restrict, exclude or establish liability, which third parties can set up against NOVO Advocaten, can also be set up against the client by NOVO Advocaten. If and insofar as NOVO Advocaten has used third parties in the execution of the commission, the client can never exercise more rights vis-à-vis NOVO Advocaten than NOVO Advocaten can exercise vis-à-vis the third parties in question.

Article 14 - Intellectual property rights

Without prior written permission, the client is not permitted to copy, publish and/or use advice, contracts or other intellectual property produced by or on behalf of NOVO Advocaten, either with the involvement of third parties or otherwise.

Article 15 - Archiving

1. During execution of the agreement, NOVO Advocaten will keep the dossier for a period of at least 5 years after termination of its work and the dossier's closure.
2. The financial details will be kept for at least 7 years.
3. At the end of the period referred to in the first paragraph, NOVO Advocaten will be entitled to destroy the dossier.
4. At the client's request the dossier can be retrieved from the archive during the period referred to in the first paragraph in return for payment of the actually incurred costs.

Article 16 – Regulations on complaints and disputes

1. NOVO Advocaten operates in line with the Complaints and Disputes Regulations for the Legal Profession [Klachten- en Geschillenregeling Advocatuur].
2. All disputes which might arise as a result of the formation or execution of a commission, including disputes relating to invoices, will be settled in accordance with the Disputes Committee Regulations [Reglement Geschillencommissie]. By entering into an agreement with NOVO Advocaten, the client accepts the applicability of the Complaints and Disputes Regulations for the Legal Profession.
3. If a client is dissatisfied with (an aspect of) the way in which its case was dealt with, it should, before the complaint can be submitted to the Disputes Committee, notify the complaints department of NOVO Advocaten in advance in writing.
4. The client should submit its complaint to NOVO Advocaten within three months after the moment at which it became aware, or reasonably should have become aware, of the act or omission which resulted in its complaint.
5. The party responsible for dealing with complaints at NOVO Advocaten will then consult with the client and the lawyer to assess whether an amicable settlement of the dispute is possible. If an amicable settlement does not appear to be possible, the party responsible for dealing with complaints will explain to the client how the complaints procedure will proceed. NOVO Advocaten will propose a written solution to the client within four weeks after it has received notification of the complaint. If the complaint has not been resolved (satisfactorily) within the set period of time, the client will be able to submit a complaint to the Disputes Committee for the Legal Profession [Geschillencommissie Advocatuur].
6. The client can submit its complaint to the disputes committee for the legal profession within twelve months of the written response from NOVO Advocaten. After that, this option will no longer be available.
7. The Disputes Committee for the Legal Profession is authorised to pass judgement on complaints concerning the quality of the services provided and the amount invoiced. In addition, the disputes committee is authorised to pass judgement on compensation claims up to an amount of € 10,000.00.
8. NOVO Advocaten can submit unpaid invoices to the Disputes Committee.

Article 17 – Applicable law and choice of forum

1. All agreements are exclusively subject to Dutch law.
2. The court which has absolute competence in the district of Zeeland-West-Brabant lso has jurisdiction to hear disputes which result on account of agreements entered into with the client.