1.1. These general terms and conditions (“the General Terms and Conditions”) apply to each professional services agreement entered into between BarentsKrans Coöperatief U.A. (“BarentsKrans”) and a client.
1.2. BarentsKrans is entitled to amend these General Terms and Conditions at any point in time. The most recent version of the General Terms and Conditions is accessible via BarentsKrans’ website (algemene voorwaarden).
2.1. A professional services agreement will only be concluded after BarentsKrans has accepted the client’s instructions. For the purposes of concluding a professional services agreement, BarentsKrans can be represented only by its attorneys at law and (junior) civil-law notaries and by personnel who have written authorisation.
2.2. Engagements will be accepted and handled by BarentsKrans only, even if it is a client’s explicit or implicit intention to have his engagements handled by a particular person.
2.3. Sections 404 and 407 (2) of Book 7 of the Dutch Civil Code are not applicable.
3.1. BarentsKrans may engage third parties who are not affiliated with BarentsKrans for the performance of a professional services agreement. BarentsKrans will confer with the client as much as possible before engaging any third parties. BarentsKrans however does not accept any liability for any acts or omissions on the part of such third parties.
3.2. The client authorises BarentsKrans to accept – on the client’s behalf – any limitations of liability of third parties.
3.3. If BarentsKrans, Stichting Beheer Derdengelden BarentsKrans Advocatuur, or a civil-law notary affiliated with BarentsKrans holds funds of a client or a third party, it is not liable for any damage which arises in connection with an act or omission of the bank where the funds are held. The preceding sentence constitutes an irrevocable third-party clause for the benefit of Stichting Beheer Derdengelden BarentsKrans Advocatuur and each civil-law notary affiliated with BarentsKrans.
4.1. As a result of applicable laws and regulations (including the Dutch Money Laundering and Terrorist Financing (Prevention) Act), BarentsKrans is inter alia obliged to establish the identity of its clients and any persons affiliated with them. The client confirms that it will provide all data required to that end.
4.2. Notwithstanding the other provisions of these General Terms and Conditions, BarentsKrans and the client will maintain the confidentiality of the engagement and any matters related to it or which come to their attention pursuant to the engagement. Both BarentsKrans and the client will take reasonable measures to ensure that the persons affiliated with them do the same.
4.3. The first sentence of article 4.2 does not apply if disclosure is mandatory under applicable laws and regulations or a binding decision issued by a court or a government body.
5.1. BarentsKrans’ liability to clients and third parties for any damages arising from or relating to the performance of a services agreement is limited to the amount paid out in the case in question under the professional liability insurance taken out by BarentsKrans, plus the excess which under the policy conditions will not be borne by the insurer(s). Information about our professional liability insurance will be sent upon request.
5.2. If and to the extent that no payment is made under the insurance referred to, for any reason whatsoever, BarentsKrans’ total liability to a client is limited to the amount of the fee charged by BarentsKrans for the work in question, subject to a maximum of € 100,000, and a maximum of € 50,000 for its liability to third parties.
5.3. The limitation of liability also applies if BarentsKrans, notwithstanding article 3.1, is liable for the errors made by third parties engaged by BarentsKrans or if the equipment, software, data files, registers or any other items (none excluded) used by BarentsKrans for the purposes of performing the services agreement do not function properly.
5.4. Any liability on whatever ground of persons affiliated with BarentsKrans is explicitly excluded. For the meaning of these General Terms and Conditions, persons affiliated with BarentsKrans are, amongst others: former and future: (a) members of BarentsKrans; (b) entities affiliated with BarentsKrans such as group entities, holding entities, work entities, pension entities; (c) each foundation managing a third-party bank account related to BarentsKrans; and (d) employees, advisors, board members, interns, agency workers or freelancers of BarentsKrans. All stipulations of these General Terms and Conditions also apply to persons affiliated with BarentsKrans and their successors under universal title. The preceding sentence constitutes an irrevocable third-party clause for the benefit of persons affiliated with BarentsKrans including their successors under universal title.
5.5. Any claim for damages on whatever ground will expire by the lapse of one year after the start of the day following the day on which the client became aware of the damage or loss and the liability in that respect on the part of BarentsKrans. If the client designates a third party who will pay the invoices, the client will remain jointly and severally liable in addition to that third party.
5.6. BarentsKrans will observe all due care that may reasonably be expected of it in securing the data of its clients and third parties. However, BarentsKrans will not be liable for loss of data or unauthorised access to data caused in spite of the due care observed by BarentsKrans. Neither will BarentsKrans be liable for loss of data or unauthorised access caused by the transmission of data across public networks or the use of third-party networks and systems. The client agrees that BarentsKrans uses digital services and means of communication, such as cloud services, for the storage and transfer of data.
6. The client will hold BarentsKrans and persons affiliated with BarentsKrans harmless against any and all claims made by third parties and the costs of legal assistance, pertaining in any way to the services provided for the client.
7.1. The client is required to pay a fee, plus out-of-pocket expenses, office expenses (a percentage of the fee charged) and VAT, for the performance of a services agreement.
7.2. If the performance of a services agreement covers a period of more than one month, interim invoices may be sent for the services rendered.
7.3. BarentsKrans is entitled at any time to request the client to pay a deposit. Any deposits received will be set off at the end of the professional services agreement against the final invoice.
7.4. On 1 January of each year, BarentsKrans is entitled to alter its hourly rates.
8.1. Amounts billed by BarentsKrans must be paid within 14 days after the billing date. If the period allowed for payment is exceeded, the client will be in default by operation of law and will be liable to pay default interest at a rate equal to the current statutory interest rate.
8.2. If BarentsKrans takes debt collection measures to obtain payment from a defaulting client, the costs incurred on that account will be payable by the client, subject to a minimum of 10% of the outstanding bill.
8.3. The client is not entitled to defer payment or to set off any amounts.
8.4. If the third-party bank account of Stichting Beheer Derdengelden BarentsKrans Advocatuur or the third-party bank account of a civil-law notary affiliated with BarentsKrans is used for or on the instructions of the client, BarentsKrans may charge the client for such use. If and in so far as the amount remains in the relevant account for more than five days, BarentsKrans will pass on any positive interest granted by the bank to the client (or rightholder). If the bank charges costs and/or negative interest for using the relevant account, BarentsKrans has the right to pass on such costs and/or negative interest to the client (or rightholder). By engaging BarentsKrans, the client declares that it agrees to these provisions.
9. BarentsKrans stores digital or hardcopy files at least during the legal retention period. After the lapse of this period, BarentsKrans is entitled to destroy these files without notifying the client.
10.2. Any and all agreements between the client and BarentsKrans are governed by the laws of the Netherlands.
10.3. The District Court of The Hague will always have jurisdiction to hear disputes between BarentsKrans and its clients. In addition, BarentsKrans has the right to make an application to the District Court in the client’s place of business.
10.4. These General Terms and Conditions are available in English and Dutch. If there is any discrepancy between the English text and the Dutch text, the latter shall be binding.