General Terms and Conditions TLC Lawyers B.V.
(In the event of any differences between the English text and the Dutch text of these General Terms and Conditions, the Dutch text shall prevail)
- Definitionsand Applicability
1.1 TLC Lawyers B.V. (“TLC Lawyers”) is a private company with limited liability (“Besloten Vennootschap met beperkte aansprakelijkheid”). It operates under the name TLC Lawyers.
1.2 The client of TLC Lawyers is the formal contract party of TLC Lawyers, being a natural person as well as any company represented by this person, providing an assignment to TLC Lawyers.
1.3 These General Terms and Conditions are applicable to each agreement or to any other legal relationship between TLC Lawyers and a client, pursuant to which TLC Lawyers performs work or will perform work.
1.4 The applicability of these General Terms and Conditions is also stipulated for the benefit of the private limited companies that are shareholders and controlling companies of TLC Lawyers, as well as for the benefit of the shareholders and directors of these private limited companies. Furthermore, the applicability of these General Terms and Conditions is stipulated for the benefit of persons working for TLC Lawyers, including former employees of TLC Lawyers or their heirs, if any, insofar as they are held liable at the time when they are no longer employed by TLC Lawyers, as well as for the benefit of all persons engaged by TLC Lawyers in the execution of an assignment.
- Agreement for provision of services
2.1 TLC Lawyers will render all services on account of an agreement for services entered into with TLC Lawyers, unless agreed otherwise in writing prior to an agreement. Only the management of TLC Lawyers is authorized to enter into agreements for services on behalf of TLC Lawyers.
2.2 The applicability of Articles 404 and 407, paragraph 2, Book 7 of the Dutch Civil Code is explicitly excluded.
2.3 TLC Lawyers will carry out an assignment exclusively for the benefit of the client. Third parties cannot derive any rights from the assignment and from the work performed either in the light thereof or otherwise.
2.4 The client agrees that, if necessary, TLC Lawyers will engage third parties to carry out the assignment.
2.5 When engaging third parties, TLC Lawyers will consult in advance with the client as much as possible. TLC Lawyers is not liable for failures on the part of third parties. TLC Lawyers has been authorised by the client to accept any limitations of liability applied by third parties on behalf of the client.
2.6 TLC Lawyers is not liable for damage that is the result of act or omission, and error or failure on the part of third parties.
2.7 All agreements for services will be exclusively entered into with and carried out by TLC Lawyers.
- Mandate and Power of Attorney
3.1 TLC Lawyers will have the right and obligation to represent the client to the extent that is necessary and expedient in order to comply with the mandate. In the event that the legal situation changes after the mandate has ended, TLC Lawyers shall not be obliged to draw the clients attention to these changes or the consequences resulting therefrom.
3.2 When so requested, the client shall sign a written power of attorney for TLC Lawyers. The power of attorney may relate to the performance of individual, precisely defined or all possible legal services or acts.
4.1 Regarding the carrying out of an assignment, the client will owe TLC Lawyers a fee plus disbursements and VAT. Unless agreed otherwise, the fee will be calculated on the basis of the number of hours worked, multiplied by hourly rates to be determined by TLC Lawyers annually. TLC Lawyers is entitled to adjust the hourly rates annually.
4.2 The value-added tax at the statutory rate shall be added to the fee due to/agreed with TLC Lawyers, as well as all required and appropriate expenses and the cash expenses incurred on behalf of the client (e.g. court fees). All expenses paid to courts or authorities (cash expenses) and costs (e.g. for sub-contracted performances by third parties) may be forwarded to the client – in the discretion of TLC Lawyers – for direct payment by the client.
4.3 TLC Lawyers sends fee notes on a monthly basis unless the assignment gives rise to a different frequency of sending fee notes.
4.4 TLC Lawyers may ask the clients for an advance payment. This advance payment is set off against outstanding fee notes and has to be paid immediately so TLC Lawyers can start the proceedings.
4.5 In legal-aid cases the provisions of this article shall only apply to the costs that are chargeable to the client on the basis of the decision by means of which legal aid has been granted.
4.6 Fee notes of TLC Lawyers are always immediately due and payable. However, TLC Lawyers will grant a term of payment of 14 days, which term constitutes a strict deadline.
4.7 Any objections against an invoice does not adjourn the client from any of its payment obligations.
4.8 In the event of late payment i.e payment later than after 14 days after the date of issuance of the invoice, client shall immediately be in default and TLC Lawyers shall be entitled to statutory interest for commercial transactions, starting from the moment of default until full and final settlement.
4.9 In default of payment on time the client is obliged to pay the collection charges, which amount to at least 15 % of the outstanding invoice amount, and the current statutory interest to TLC Lawyers.
4.10 The client agrees that TLC Lawyers will offset its fee note or fee notes against that which belongs to the client and which TLC Lawyers or holds it in its TLC Lawyers trust account.
4.11 When agreeing a lump-sum or time-based fee, TLC Lawyers –in addition to the fee – shall at least be entitled to the cost refund recovered from the opposing party, to the extent that this amount can be collected; otherwise, TLC Lawyers shall receive the agreed lump-sum or time-based fee.
5.1 Complaints regarding the provision of services by TLC Lawyers must be filed (in writing) with TLC Lawyers within 8 days after taking notice of any alleged shortcomings/ inadequacies, ultimately within 14 days after finalization of the services. In order to be able to respond properly to any complaints, complaints shall describe in detail the alleged shortcomings/ inadequacies of TLC Lawyers.
5.2 In the event of a legitimate and justified claim, TLC Lawyers shall be offered the possibility to cure it shortcomings. In the event it is – in accordance with objective measures – impossible to cure its shortcomings, TLC Lawyers shall only be liable in accordance with the limitations as set out in article 6 hereunder.
6.1 In the unlikely event that as a result of acting or failing to act an occurrence arises upon carrying out an assignment which leads to liability to clients and third parties on the part of TLC Lawyers, this liability shall be limited at all times to the amount to which TLC Lawyers is entitled in the case concerned under the professional liability insurance taken out by TLC Lawyers, including the amount of the excess carried by TLC Lawyers in connection with that Insurance.
6.2 If and insofar as for any reason whatsoever no payment under said insurance is possible, or it does not cover the damage, liability is limited to the fee value of the work or – if this can not be determined – the invoice value of the work TLC Lawyers at the time of the injurious event occurred conducted on behalf of the client.
6.3 The client is entitled to claim this limited amount from TLC Lawyers only. Any action for damages against employees, lawyers or directors of the practices with legal personality in which certain partners perform their work is excluded. This third-party clause has been stipulated for the benefit of the persons mentioned who will be able to rely on this provision at all times.
6.4 TLC Lawyers is not liable for possible shortcomings by third parties who have been engaged by TLC Lawyers.
6.5 The client will indemnify TLC Lawyers against all claims of third parties arising from or in any way connected to the work that is carried out for the client.
- Processing of personal data
7.1 In the performance of the agreement, personal data of clients will only be collected and used with prior consent. This personal data is protected in an appropriate technical and organizational manner and will only be processed for the purpose for which these personal data have been collected.
7.2 Without personal consent, personal data of clients will never be provided to third parties.
- Electronic communication
8.1 All electronic communication is considered and accepted to communication in writing.
8.2 The client acknowledge that electronic communication is not secure and can be intercepted, manipulated, delayed or misdirected, including by viruses and spam filters.
- Final provisions
9.1 These General Terms and Conditions, unless agreed otherwise in writing, are applicable to all agreements for services. These general terms and conditions are also applicable to additional assignments and follow-up assignments.
9.2 All claims of the client against TLC Lawyers will lapse twelve months after the work to which the claim concerned relates has been carried out.
9.3 TLC Lawyers is entitled to amend these General Terms and Conditions. The amended General Terms and Conditions shall be applicable to new and current agreements.
9.4 These General Terms and Conditions have also been drawn up and stipulated for the benefit of the directors and shareholders of TLC Lawyers, the directors of those shareholders and all persons who are or were employed by TLC Lawyers, either as partner, employee, advisor, third party accepting the assignment, or in any other capacity.
9.5 In the event that any provision of these General Terms and Conditions should be void or should become invalid, it shall not affect the validity of the remaining provisions. TLC Lawyers and the client will then engage in a dialogue in order to agree new provisions to replace the void or invalid void provision, taking, as much as possible, the purpose and intent of the original provision into account
9.6 The legal relationship between TLC Lawyers and the client is governed by Dutch law. Disputes shall be resolved exclusively by the competent court in Almelo (the Netherlands). TLC Lawyers is entitled to bring disputes before the court of the client’s place of residence.
9.7 These General Terms and Conditions have been drawn up in the Dutch and English language. In case of a dispute concerning the content or scope of these general terms and conditions, the Dutch text will be decisive.