General Terms and Conditions
All services and other work are carried out under an agreement of instruction ("overeenkomst van opdracht") with Van Steenderen MainportLawyers B.V. The agreement is subject to the following General Conditions which have been filed with the registrar of the District Court in Rotterdam and contain a limitation of liability. A copy of the General Conditions will be forwarded upon request. The applicability of other conditions is herewith explicitly rejected.
General terms and conditions of Van Steenderen MainportLawyers B.V.
1.1 Van Steenderen MainportLawyers B.V. is a private company with limited liability established under the laws of the Netherlands, whose object it is to exercise the practice of lawyer (including acting as administrator, trustee, mediator and arbitrator).
1.2 These General Terms and Conditions apply to all assignments to Van Steenderen MainportLawyers B.V. The persons who are authorized to accept assignments on behalf of Van Steenderen MainportLawyers B.V. are hereinafter referred to as “partner”.
1.3 The term “principal” means: the natural person or legal person that provides assignments to Van Steenderen MainportLawyers B.V. to perform work. These General Terms and Conditions also apply to additional assignments and new assignments from the principal. The applicability of general terms and conditions of the principal is explicitly excluded.
2.1 Van Steenderen MainportLawyers B.V. considers that every assignment, however it is worded, is entrusted to it exclusively, even if it is the express or tacit intention for an assignment to be undertaken in particular by one or more partners and/or employees of Van Steenderen MainportLawyers B.V.
2.2 The force of Article 7:404 of the Netherlands Civil Code, which provides for the abovementioned instance, as well as the force of Article 7:407, paragraph 2, of the Netherlands Civil Code, which establishes joint and several liability for instances in which an assignment has been issued to two or more persons, is inoperative.
2.3 In exercising the practice of lawyer, Van Steenderen MainportLawyers B.V. will be represented in such cases as arise by persons who it recruits for the execution of its principal’s assignments.
3.1 Any liability of Van Steenderen MainportLawyers B.V. in, due to or in connection with the execution of a principal’s assignment or otherwise shall be limited to the amount or amounts paid out in that particular case under the professional liability insurance taken out by Van Steenderen MainportLawyers B.V., plus the amount of the applicable deductible that, according to the policy, is not payable by the insurers for the matter in question.
3.2 If Van Steenderen MainportLawyers B.V. is liable for damage to persons or goods, such liability is limited to the amount that is paid out in that particular case under the general liability insurance (AVB) taken out by Van Steenderen MainportLawyers B.V., plus the amount of the applicable deductible.
3.3 If, for whatever reason, no insurance payment can be made pursuant to the professional liability insurance policy taken out by Van Steenderen MainportLawyers B.V., the liability of Van Steenderen MainportLawyers B.V. will be limited at all times to the amount that it has already invoiced in the case concerned, which amount will in any case not exceed the sum of EUR 50,000.00.
4.1 Any and all claims for damages become time barred one year after the day on which the principal or the party concerned becomes aware of the damage, or could have reasonable become aware of the damage and Van Steenderen MainportLawyers B.V.’s liability for that damage.
5.1 When the interests of its principal should clearly so require, Van Steenderen MainportLawyers B.V. will consult with the principal when recruiting third parties, and when selecting those third parties, Van Steenderen MainportLawyers B.V. will observe the responsibility of a good contractor without accepting any liability, nevertheless, for the shortcomings of such third parties. It is possible that third parties will want to limit their liability in connection with the execution of an assignment, and Van Steenderen MainportLawyers B.V. hereby makes it a condition that all of the assignments that it receives from principals also entitle it to accept such a third-party limitation of liability also on behalf of its principal.
5.2 If the execution of a principal’s assignment entails a natural person or legal person established outside of the Netherlands and not affiliated to Van Steenderen MainportLawyers B.V. being recruited to perform work within the context of the received assignment, Van Steenderen MainportLawyers B.V. will not be liable for errors that this person or entity might make.
6.1 Van Steenderen MainportLawyers B.V. is not liable for damage as a result of the use of (electronic) means of communication (for example damage due to delay, non-delivery, publication, interception and/or manipulation of electronic messages by third parties or damage caused by used hardware and/or software or the transmission of viruses and the like).
7.1 In accordance with the applicable rules and regulations, amongst which the Money Laundering and Terrorist Financing Prevention Act (Wwft), Van Steenderen MainportLawyers B.V. will determine the identity of its principals and under circumstances notify the authorities of unusual transactions.
8.1 Unless otherwise agreed in writing, Van Steenderen MainportLawyers B.V. will send its principals a monthly invoice for fees plus (i) a surcharge of 5% for general administrative costs; (ii) the specific disbursements; and (iii) when applicable, turnover tax (VAT) in connection with the handling of a case file. A broad description of the work performed will be included in the invoice, as well as a detailed statement of the persons who have performed the work on the case file concerned, in respect of which the work will be accounted for in increments of tenths of an hour.
8.2 Invoices are payable ultimately 14 days after receipt. If an invoice has not been paid in full after 21 days at most following the date of invoice, interest will be charged on the unpaid sum at a rate of 1% a month. Van Steenderen MainportLawyers B.V. will have the right to send separate invoices for the interest that becomes due from the principal, and these separate invoices are payable on receipt.
8.3 The principal irrevocably authorises the Board of Van Steenderen MainportLawyers B.V’s Third Party Trust Account Foundation (Stichting Beheer Derdengelden Van Steenderen MainportLawyers) to undertake on its behalf that funds (to be) received for the principal on the third party trust account(s) of Van Steenderen MainportLawyers B.V’s Third Party Trust Account Foundation (Stichting Beheer Derdengelden Van Steenderen MainportLawyers) or on the account(s) of Van Steenderen MainportLawyers B.V. will be allocated to settle the invoices of Van Steenderen MainportLawyers B.V. to the principal.
8.4 Reclamations regarding work performed and/or amounts invoiced by Van Steenderen MainportLawyers B.V. must be made known to Van Steenderen MainportLawyers B.V. in writing within 30 days after remittance of the documents or information about which the principal makes the reclamation, or within 30 days after discovering the fault if the principal is able to show that it could not have discovered the fault any sooner. A reclamation as meant in this provision does not suspend the payment obligation of the principal.
8.5 Van Steenderen MainportLawyers B.V. has an internal complaints procedure which can be found on its website, but which will also be sent upon the principal’s first request.
9.1 The principal can terminate the assignment given to Van Steenderen MainportLawyers B.V. at any time without giving reasons. For its part, Van Steenderen MainportLawyers B.V. will have a similar right to terminate the assignment subject to its allowance for a reasonable period for notification so that the principal can take measures, should the principal so wish, for the engagement of one or more different lawyers, this being in accordance with the Code of Conduct issued by the Netherlands Bar.
9.2 Van Steenderen MainportLawyers B.V. will be entitled to terminate the assignment, for example: (i) in the event of the non-payment of one or more of the invoices for fees and disbursements sent by Van Steenderen MainportLawyers B.V. despite demand for payment; (ii) in the event of negligence or refusal on the part of a principal to accept and follow advice from Van Steenderen MainportLawyers B.V.; (iii) in the event of negligence or refusal on the part of a principal to be completely open about matters or to cooperate, or if the principal otherwise adopts an attitude such that the professional efforts of Van Steenderen MainportLawyers B.V. are undermined; (iv) in the event that any other ground should arise allowed for by or prescribed in the Code of Conduct of the Netherlands Bar.
10.1 Principals of Van Steenderen MainportLawyers B.V. are responsible for all costs in connection with the handling of a case file throughout the time of their representation by Van Steenderen MainportLawyers B.V. The principal will assume immediate responsibility with regard to a request from Van Steenderen MainportLawyers B.V. for the prompt payment of these costs. This can include the cost of lawyers in other jurisdictions, experts, translators, bailiffs, surveyors, data research bureaus, etc.
10.2 The principal is not allowed to multiply, make public and/or exploit and to have multiplied, have made public and/or have exploit the mental products of Van Steenderen MainportLawyers B.V., amongst which operating procedures, advice and (model) contracts. Van Steenderen MainportLawyers B.V. remains entitled to the copyright which may come into existence on its produced work.
11.1 Unless expressly stated otherwise, every offer from or price-fixing agreement with Van Steenderen MainportLawyers B.V. is expressed excluding costs such as, but not restricted to: court registry fees, translation charges, expert fees, fees from surveyors, information and data research bureaus fees andcourier services fees, international telephone calls, travel expenses and secretarial overtime costs.
12.1 Dutch law will apply to the legal relationship between Van Steenderen MainportLawyers B.V. and its principals. Only the Dutch court will have jurisdiction over any dispute that might arise between Van Steenderen MainportLawyers B.V. and a principal. Both Van Steenderen MainportLawyers B.V. and also all persons who have been engaged in the execution of a principal’s assignment will be able to rely on these General Terms and Conditions. The same will apply to the (former) partners of Van Steenderen MainportLawyers B.V., as well as the (former) managing directors of the practice partnerships and to former employees including any of their successors, if they are held liable after they have left the firm of Van Steenderen MainportLawyers B.V.
13.1 These General Terms and Conditions of Van Steenderen MainportLawyers B.V. have been drawn up in Dutch and English. The Dutch-language text will be binding in the event of a dispute concerning the content or sense of these terms and conditions.
Rotterdam, version 01 December 2017 - Van Steenderen MainportLawyers B.V.
The content of the website, summaries of court decisions, including our comments thereon, does not constitute legal advice and should not be relied on as such. If you believe you have a similar issue at hand as summarized above our firm would be most delighted to provide you with specific advice taking into account the specific circumstances of your case.
Further information provided in accordance with the EU Services Directive:
- All lawyers practising in the firm have been registered with the Dutch Lawyers Association (Nederlandse Orde van Advocaten), Neuhuyskade 94, 2596 XM The Hague, tel. no.: +31 (0)70 – 335 35 35.
- Our VAT No: 8151.93.622.B.01
- In accordance with the statutory requirements of the Dutch Lawyers Association (NOvA) we have taken out Professional Liability Insurance with Amlin Corporate Insurance N.V., Prof. J.H. Bavincklaan 1, 1183 AT Amstelveen, policy No. 20120523. The amounts covered: EUR 2.500.000,-- per claim and EUR 5.000.000,-- max. per policy year.
- For complaints about services performed: please write to or contact Arnold J. van Steenderen at the office address stated above.
- The professional Rules of Conduct applicable to all lawyers can be found at: http://www.advocatenorde.nl/wetenregelgeving/vademecum.asp. For lawyers that are also qualified as Mediator the following Rules of Conduct are applicable to services performed as Mediator: http://www.nmi-mediation.nl/english/nmi_rules_and_models.php.
In the context of the fight against money laundering and financing of terrorism, the Dutch Prevention of Money Laundering and Terrorist Financing Act applies to the providing of services by lawyers, civil law notaries and tax advisers. On the basis of this Act we are obliged to identify the client, prior to establishing a business relationship. If the client for whom we will have to act is a legal entity incorporated in the Netherlands, the identity can be established on the basis of an excerpt from the Trade Register or by means of a deed executed by a civil law notary. If the client is a foreign legal entity, the identity can, for example, be established on the basis of an excerpt from the Trade Register of the country of origin or on the basis of in international business accepted documents, data or information which are acknowledged by law as a valid means of identification in the country of origin. Further, it is required to ask for the name and date of birth of the person(s) representing the company and to store these data. For local and foreign legal entities the ultimate beneficial owner must also be identified. The UBO is considered to be the natural person who, directly or indirectly, own more than 25% of, or who has otherwise control over, the client. The identity of natural persons can be established on the basis of a passport. If the client is a non-resident and is qualified as a politically exposes person, we are obliged to carry out additional investigations. To the above rules there are exemptions e.g. for referrals between professionals where within the European Community a single identification may suffice.
Internal complaints procedure
1. If a client should contact our office with a complaint about our services, the lawyer in question shall be notified of this as soon as possible. The Internal Complaint Procedure Regulation will be send to the client immediately.
2. In the first instance, the lawyer in question will try to resolve the problem together with the client, if necessary after consulting the firm's complaints' officer. Mr. A.J. van Steenderen will act in this capacity.
3. If the problem cannot be resolved, the client will be invited to discuss the matter with the lawyer in question and the complaints' officer. If required, the client can choose to be accompanied by another person. A report of this meeting will be sent in writing to the client.
4. If the complaint is not settled to the satisfaction of the client, the complaints' officer will point out the possibility on the part of the client to contact the dean of the Bar Association (Orde van Advocaten) in Rotterdam, to make their complaint known there.
More information about this possibility and about the Rotterdam Bar Association's regulations covering complaints (in Dutch) can be found on the website of the Rotterdam Bar Association (www.advocatenorde-rotterdam.nl). Further details can also be obtained by contacting the aforementioned complaints' officer.