General terms and conditions
December 2006
General
These General Terms and Conditions apply to all agreements and the
entire legal relationship between Kennedy Van der Laan N.V. and
another party ("the Client") pursuant to which Kennedy
Van der Laan N.V. performs or will perform services. Kennedy Van
der Laan N.V. ("Kennedy Van der Laan") is a public
limited company incorporated under Dutch law with trade register
number 34261155, with the object to practice the legal and notarial
profession. For the purpose of these general terms and conditions,
"partner" means a person who (indirectly) holds shares in
Kennedy Van der Laan. In addition, a number of persons and legal
entities with whom Kennedy Van der Laan has entered into a
cooperation agreement also perform their services under the trade
name of Kennedy Van der Laan. All agreements or legal relationships
with Clients that are entered into via the partners or employees of
Kennedy Van der Laan, or via the persons with whom Kennedy Van der
Laan has entered into a cooperation agreement, shall be deemed to
have been concluded exclusively with Kennedy Van der Laan.
Kennedy Van der Laan shall have the right to amend these General
Terms and Conditions. The amended General Terms and Conditions
shall apply to all new contracts for services and to all current
agreements.
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Standard of care: good
professional service provider
In their performance of the agreed-upon services, Kennedy Van der
Laan and the persons and legal entities performing the services
shall to the extent possible exercise the standard of care of a
good professional service provider.
Kennedy Van der Laan shall at all times be entitled to designate
the persons who will perform specific services, even if the
services were requested with the intention that they be carried out
by a specific person. The Client can in no event demand performance
of the services agreed upon from any party other than Kennedy Van
der Laan.
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Electronic
means of communication
In the event that the client and Kennedy Van der Laan engage in
communication through electronic means, including (without
limitation) email and other forms of data transmission, both
parties shall adopt standard means of virus protection. Neither
party shall be liable vis-à-vis the other party for any damage
resulting from the transmission of viruses and/or other
irregularities in electronic communication, and/or for messages or
data, which are not received or received in non-correct or damaged
format. The transmission of emails and other forms of data
transmission shall be non-encrypted unless the Client, with respect
to any specific message, has requested the usage of encryption
means currently in use with Kennedy Van der Laan.
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Invoicing
Invoicing for services shall take place at least once per month, in
accordance with Kennedy Van der Laan's then-current hourly fees
of the persons involved in the performance of the services at the
time the services are performed. Special pricing shall apply to the
delivery of legal opinions, in the form of a base fee - to be
revised annually - in addition to the hourly fee. Kennedy Van der
Laan shall have the right to change its general schedule of fees
annually. Kennedy Van der Laan shall pass on costs not incorporated
in its hourly fees to the Client, including (but not limited to)
travel expenses, court registry fees, fees for local attorney of
record, courier costs, translation costs and in general all costs
of third parties retained in consultation with the Client.
Before commencing performance of the services, Kennedy Van der Laan
may require payment of a retainer fee. Kennedy Van der Laan shall
not be obligated to perform any services until the required
retainer fee has been paid. This retainer fee shall be set off
against the last invoice for the services to which the payment of
the retainer fee relates. As far as applicable, all amounts shall
be increased by the current VAT percentage.
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Payments
Payments must be made in Euro within thirty days after the date of
invoice, by transfer of the amount payable to the bank or giro
account stated on the invoice or otherwise to be designated by
Kennedy Van der Laan.
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Limitation of
liability
Any liability for damage arising from or in connection with a
breach of contract or wrongful act of Kennedy Van der Laan, its
employees, partners or persons with whom Kennedy Van
der Laan has entered into a cooperation agreement, or based on any
other legal ground, shall be limited to the amount paid out in the
matter concerned under the professional liability insurance policy
of Kennedy Van der Laan, plus the amount of the deductible under
that insurance policy. In the event that the insurer declines to
pay a claim, the liability for the total damages arising out of or
connected with the agreed-upon services shall be limited to the
amount received by Kennedy Van der Laan from the Client for those
services. The Client can claim such damages exclusively from
Kennedy Van der Laan as an entity, or from each of its partners in
equal parts. Any claims for damages against employees, persons with
whom Kennedy Van der Laan has entered into a cooperation agreement,
or directors of the professional corporations through which certain
partners perform their services, are excluded. The above-mentioned
employees, persons and directors may at all times invoke the
provisions of these general terms and conditions for their own
benefit as third-party beneficiaries of these clauses.
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Other
professional service providers
In the event that Kennedy Van der Laan retains the services of
third parties in the performance of services, Kennedy Van der Laan
shall not be liable for any damage that is caused by the errors or
omissions of such third parties. Kennedy Van der Laan shall assign
the rights it can enforce vis-à-vis the relevant third party in
connection with damage caused by that third party to the Client at
the Client's first request.
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Termination
The agreement may be terminated by either party by giving written
notice, if desired with immediate effect. The Client shall be
obligated to pay all fees for the services performed until the
moment of termination.
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Miscellaneous
In the event of any dispute on the interpretation of the English
text of these General Terms and Conditions, the text of the Dutch
version shall govern. Any claims by the Client must be brought
within 12 months after the services to which the claim relates have
been performed.
All agreements and relationships with Kennedy Van der Laan are
subject to the laws of the Netherlands. Any disputes between the
Client and Kennedy Van der Laan shall be submitted to the competent
Court in Amsterdam, without prejudice to Kennedy Van der Laan's
right to submit a dispute to any other competent court.
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