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General Conditions Fellinger Corporate Law B.V.
1. These General Conditions (GC) are, setting aside all other general terms and conditions and setting aside the articles 7:404 en 7:407 lid 2 of the Dutch Civil Code (Burgerlijk Wetboek or BW) applicable on all services and activities, including subsequent assignments, performed by Fellinger Corporate Law B.V. “Fellinger Corporate Law”. All services and activities are obligations of means (inspanningsverbintenissen). Fellinger Corporate Law will make their best effort to carry out the assignments and any activity thereunder to the best of their ability. 2. Every liability of Fellinger Corporate Law (or it’s successor) is limited to the amount paid out in the case concerned under the professional liability insurance, increased with the amount of the deductible that according to the policy conditions will not be borne by the insurance company. In case and for whatever reason no amount will be paid out under said insurance, every liability is limited to the amount charged as a fee for services rendered by Fellinger Corporate Law in the year preceding the cause of damage. All consequential damages are excluded. Not only Fellinger Corporate Law, but also all third parties that are engaged in the execution of the assignment can invoke rights on the basis of these GC. The same applies to former employees , including their potential heirs , in case they are held liable after termination of their legal ties with the law office of Fellinger Corporate Law. Without prejudicing the provisions of article 6:89 BW every claim against Fellinger Corporate Law expires when if the claim had not been filed with the competent court within a year after the facts on which the claim is based were known or could have reasonably been known by the client. Fellinger Corporate Law will have to adhere to legislation regarding money laundering and funding of terrorist activities, and cannot be held liable for doing so. 3. Fellinger Corporate Law can use for services third parties, like, but not limited to, bailiffs, interpreters, experts and other third parties. Fellinger Corporate Law is hereby authorized to accept the terms and conditions of these third parties on behalf of client. Fellinger Corporate Law cannot be held liable for any shortcomings or mistakes made by these third parties. Also other costs may be made like, but not limited to, court fees, administrative charges, and other costs. All these costs will be charged to client without surcharge to client. 4. Fellinger Corporate Law charges its fees on an hourly basis, with a 5% surcharge for office costs like, but not limited to, copying, fax, Telephone, internet, postage etc. Value added tax will be charged over the entire sum. Every first of January this hourly fee can be changed, any change will not be higher than 5% of the Eurozone inflation of the preceding year. Fellinger Corporate Law is entitled to demand an advance payment before commencing any work. In case of non payment or incomplete payment, Fellinger Corporate Law is entitled to end all work and services and to invoice all work to that point, without being liable for any damages whatsoever. The same is applicable in case client ends the relationship/order. Fellinger Corporate Law uses a term of payment for its fees of 14 days, after which client will be in default without notice. In that case the statutory interest will be payable, as well as extrajudicial collection costs at a rate of 15 % of the principal amount. 5. Fellinger Corporate Law possesses an independent third party account in a independent foundation. Starting principle is that the third party account will only be used in case this is necessary for the work to be done for client. Fellinger Corporate Law can refuse the use of the third party account at its own discretion. In case monies are received on the third party account, Fellinger Corporate Law will pay these amounts as soon as possible to client, unless any invoices are unpaid in which case the invoices can be set off with these amounts, and if the legal title for the payment has not been legally established, either by parties involved or in a court of law. The civil fruits which have been accrued on the third party account will be the possession of the foundation. 6. Fellinger Corporate Law will keep files, records and the like no longer than legally required in The Netherlands, which is 7 years after the assignment/Works have ended. If documents are returned earlier to the client, Fellinger Corporate Law will be relieved of its obligation to retain. 7. In as far these GC contain provisions that Fellinger Corporate Law cannot invoke because of the professional rules of The Dutch Bar Association (Nederlandse Orde van Advocaten) or other institutions, that provision shall be converted into a provision with a likewise content on which Fellinger Corporate Law can invoke. 8. Fellinger Corporate Law is entitled to assign the contract to an other Legal entity. Client shall only be entitled to refuse approval on reasonable grounds. 9. Any intellectual property rights which will be created as a result of execution of the assignment, will be the property of Fellinger Corporate Law. 10. Client hereby grants unequivocally permission to Fellinger Corporate Law to process personal data for the fulfillment of the assignment, including using these personal data to countries outside The Netherlands, also with regard to medical data or other sensitive information if necessary. 11. Fellinger Corporate Law has a Complaints Procedure. This is applicable on each agreement to provide services between Fellinger Corporate Law and client. If the Complaints Officer can not reach an acceptable agreement, a binding decision can be received at the competent court in Amsterdam. 12. On any Legal relationship between Fellinger Corporate Law and client the laws of The Netherlands is applicable. The competent court is the court located in the district of the Amsterdam district court. 13. In case of conflict between the Dutch version of the GC and the version in another language, the Dutch text is binding between parties. |