Terms and Conditions helder.
These General Terms and Conditions are applicable to all activities carried out by the law firm helder. and the lawyers, tax specialists and jurists acting under its trade names, hereinafter referred to as: ”helder”, having its registered office and principal place of business at (2511 CV) The Hague, at Lange Houtstraat 13 therein, registered in the trade register of the Chamber of Commerce under number: 84505273, to be considered a User of these General Terms and Conditions pursuant to art. 6:231 under b of the Dutch Civil Code.
E-mail: contact@helderadvocatuur.nl
Article 1
Definitions
In these General Terms and Conditions, when written with a capital letter, the following definitions shall apply:
”Offer”, any unilateral legal act of helder. which by acceptance of the Other Party results in an Agreement;
”General Terms and Conditions”, these General Terms and Conditions;
”AVG”, the General Data Protection Regulation;
”Third Party”, any (legal) person, who is not directly involved as a party in an Agreement between helder. and the Other Party;
”Quotation”, an itemized cost estimate relating to any Work to be helder. Work to be performed by a Client;
‘Principal’, a natural and/or legal person with whom helder. enters into an Agreement;
‘Contractor’, User = helder
‘Agreement’, the Agreement or Distance Contract concluded between helder. and Client entered into an Agreement or Remote Agreement;
‘Other costs’, all costs incurred additionally by helder. incurred in connection with Work to be performed for the Client;
‘Parties’., Client and Contractor;
‘Litigation costs’, all additional costs incurred within a judicial process, such as there are not exclusively: filing fees, court costs, fees, etc.;
‘Counterparty’, Client;
‘Work’all Work to be helder. Work to be performed, or performed (legal) Work on behalf of the Client.
Article 2
Advocates and partnership
2.1. Attorney at law Mr. K. Ripken in collaboration with colleagues and network partners, practices law as an attorney under the trade names “helder.”, “Helder Advocatuur” and ” “helder. Leading in Law”.
Article 3
Applicability
3.1. These General Conditions apply to all Offers, Quotations, advice and Agreements of helder.. The acceptance and retention by the Client without comment of an Offer or order confirmation or other correspondence in which reference is made or has been made to these General Terms and Conditions shall constitute consent to the application of the General Terms and Conditions of . helder..
3.2. If the Agreement contains provisions that deviate from these General Terms and Conditions, the provisions in the Agreement shall prevail, with the exception of the provisions of Articles 8,9,10, 13 and 14 of these General Terms and Conditions, those articles shall always prevail over the provisions in the Agreement, unless it has been expressly stated in writing that there will be a deviation from aforementioned articles.
3.3. The applicability of any General Terms and Conditions, delivery, rental and/or purchasing conditions used by the Client is by helder. explicitly rejected.
3.4. Deviation from these General Terms and Conditions is only possible if the Parties have expressly agreed in writing in advance.
3.5. If helder. tacitly allows deviation from these Terms and Conditions, this does not affect its right to still demand direct and strict compliance with the Terms and Conditions. Client can never assert any right on the basis of the fact that helder. applies the General Terms and Conditions smoothly.
3.6. Should any provision of these General Terms and Conditions be void or annulled, the remaining provisions shall remain in full force and effect, and the void or annulled provision(s) of these General Terms and Conditions shall be replaced by (a) new, legally permissible provision(s) in which the purpose and purport of the void or annulled provision(s) shall be observed to the greatest extent possible.
3.7. Uncertainties about the content of these General Terms and Conditions, or situations not regulated in these General Terms and Conditions, are to be assessed in the spirit of these General Terms and Conditions.
3.8. In all cases in which these General Terms and Conditions fall short, the decision shall be made by . helder.. This decision will be made according to the spirit of these General Conditions.
3.9. These General Terms and Conditions are also stipulated for the benefit of any third party engaged by helder. in the performance of the Agreement.
Article 4
Offers and quotations
4.1. Offers and quotations of helder. are without obligation. An Offer or helder. sent is valid for fourteen days after sending, unless otherwise agreed in writing. If the Client accepts an Offer or Quotation, the Company helder. reserves the right to revoke the Offer or Quotation within five working days of receiving the acceptance.
4.2. Each Offer or Quotation shall contain a description of the Work to be performed by helder. This description is sufficiently comprehensive to enable a proper assessment of the Offer or Quotation by the Other Party.
4.3. Each Offer or Quotation issued to the Other Party contains all the necessary information for the Other Party from which it can clearly ascertain its rights and obligations arising from the acceptance of the Offer or Quotation.
4.4. If the acceptance of Principal deviates from the Offer included in the order confirmation, then helder. not bound by it.
4.5. Offers, Quotations, prices, fees and/or (hourly) rates do not automatically apply to new assignments and/or work to be performed.
4.6. helder. cannot be held to Offers and/or Quotations if the Other Party could have understood and/or ought to have understood, according to the usual standards of reasonableness and fairness and socially accepted notions, that the Offer and/or Quotation, or any part thereof, contains an obvious mistake and/or clerical error.
Article 5
The agreement
5.1 The Agreement between helder. and Client is concluded (subject to article 5.2.) at the moment that the Offer sent by helder. sent to the Client is accepted by the Client, the order confirmation sent helder. order confirmation sent to the Client is confirmed and/or received by the Client, or at the moment that helder. with the consent of the Client commences the performance acts. The order confirmation is deemed to fully represent the Agreement.
5.2. The agreement, including any subsequent amendments and follow-up assignments, shall be established only between the Client and the handling attorney.
5.3. Hereby, only the attorney handling the case can be held liable for the execution of an assignment given to him or her. Each lawyer at helder. has his or her own professional liability insurance.
5.4. Attorneys affiliated with helder., who are not parties to a contract concluded between the Client and the treating attorney, are therefore not liable for the execution of the assignment and/or the provision of services by the treating attorney.
5.5. To helder. assignments given (whether or not in cooperation with others) will be accepted and carried out under the application of these General Terms and Conditions. Articles 7:404 and 7:407 paragraph 2 of the Civil Code shall not apply.
5.6. Upon entering into the Agreement, the Client accepts the applicability of the internal complaints procedure.
5.7. helder. reserves the right, within all relevant legal frameworks and regulations, to inform itself of the payment behavior or the creditworthiness of the Other Party to see if the Other Party can meet its payment obligations. Also reserves helder. reserves the right to verify other facts and factors that are important for responsibly entering into an Agreement with the Other Party. If helder. after carrying out the above investigation has legitimate reasons not to enter into an Agreement with the Other Party, then he is helder. entitled to refuse an order and / or application of the Other Party or to attach special conditions to it.
5.8. The Agreement is entered into for an indefinite period unless it follows from the content, nature or tenor of the assignment that it was entered into for a definite period.
5.9. Both helder. and Client are entitled to (prematurely) terminate the assignment by giving notice, if desired with immediate effect. helder. If an assignment is terminated (prematurely), the client retains the right to payment for the work performed up to that point and the work and costs related to the termination, with additional work being charged in addition at the applicable hourly rate.
Article 6
Implementation of the assignment
6.1. All services provided by helder. provided and all Work performed by helder. performed shall be performed to the best of the Contractor’s knowledge and ability in accordance with what befits a good Contractor. Agreements can only be defined as an obligation of effort and can never contain an obligation of result.
6.2. If and insofar as a proper execution of the Agreement requires this, the helder. the right, in consultation with the Client, to have certain Work performed by Third Parties. helder. will, however, not be liable for any shortcoming of these Third Parties. helder. is authorized by the Client to accept any limitations of liability of Third Parties on behalf of the Client.
6.3. helder. relies on the information and data provided by the Client when performing the Work. The accuracy of this information and data is therefore the responsibility of the Client. The Client is obliged helder. inform immediately about facts and circumstances which have changed and which may be relevant to the performance of the Agreement.
6.4. Client is also obliged to provide all information and data which helder. in its opinion necessary for the correct execution of the granted order, in a timely manner and in the helder. desired manner. Any costs incurred in obtaining information or data shall be borne by the Client.
6.5. If Client does not or has not provided sufficient or inaccurate information and data to helder. provided or has provided, then helder. the right to terminate the Agreement immediately, without becoming liable itself and hold Client liable for any resulting damages.
6.6. An agreed deadline for the provision of a service or the performance of Work by helder. shall never be regarded as a strict deadline, but only as a guideline, unless expressly agreed otherwise in writing and excluding judicial expiry periods. An agreed term starts to run at the moment that the Client has provided all information requested by helder. requested information.
6.7. Assignments given to helder. Assignments are carried out exclusively for the benefit of the Client. Third parties cannot derive any rights from the Work performed and/or the manner in which it has been performed.
6.8. If Third Parties are engaged in the context of the performance of the Agreement, they will helder. exercise due care in the selection and if necessary consult with Principal about the selection. helder. is not liable for errors and/or shortcomings of Third Parties engaged by it and is authorized to accept the General Terms and Conditions and/or limitations of liability applied by those Third Parties also on behalf of the Client.
Article 7
Cost
7.1. Client shall pay to helder. a fee consisting of the fee which, unless otherwise agreed, is based on the standard hourly rate of helder., plus any additional costs.
7.2. All prices helder. 7.2 All prices or hourly rates charged by us as well as the prices or hourly rates mentioned in the Quotations, Offers, price lists etc. are exclusive of VAT and other government levies.
7.3. The standard hourly rate of helder. ranges from € 275.00 excluding 21% VAT and € 475.00 excluding 21% VAT. Travel expenses will be billed at the standard hourly rate.
7.4. Hourly rates do not include out-of-pocket expenses.
7.5. External costs related to proceedings or of Third Parties engaged in consultation with the Client, such as the costs of a bailiff, court registry fees, costs of a court expert or a translator, etc., must be paid in advance by the Client to the Bank. helder. in advance.
7.6. helder. is at all times entitled to charge the Client for the cost of Work not covered by the contracted assignment or the cost of additional hours incurred outside the assignment.
7.7. At all times is helder. entitled to change the agreed rates and/or prices.
Article 8
Advances
8.1. helder. is entitled to require the Client to deposit an amount as an advance to cover the work to be performed and/or (additional) costs to be incurred.
Article 9
Payment/declarations
9.1. Declarations shall in principle be submitted monthly, with a specification and description of time spent.
9.2. The payment term is 14 days from the invoice date.
9.3. The Client is not permitted to set off in any way.
9.4. If an invoice is not paid within the payment term, then helder. entitled, after having demanded payment from the Client at least once, to charge the Client the statutory (commercial) interest from the due date of the invoice until the date of payment in full, without any further notice of default being required.
9.5. If Client is in default or omission in the fulfillment of its payment obligations, all reasonable costs incurred to obtain satisfaction (in and out of court) shall be borne by Client. In any case, Client shall owe collection costs.
9.6. Payments made by the Client always serve firstly to settle all interest and (collection) costs due, secondly to settle payable invoices that have been outstanding the longest.
9.7. In the event of Client’s liquidation, bankruptcy or suspension of payments, all claims of helder. on Client and the obligations of Client towards helder. immediately due and payable.
Article 10
Suspension, notice and lien
10.1. helder. is entitled to suspend (further) performance of the Agreement, if Customer does not comply with the payment conditions or otherwise does not meet its obligations, all this without prejudice to the right of helder. to claim damages.
10.2. helder. is entitled to terminate the Agreement if Customer fails to comply with the payment conditions or otherwise fails to meet its obligations, all without prejudice to the right of helder. to claim damages.
10.3. If helder. suspension pursuant to Article 10.1. or termination pursuant to Article 10.2. the Client shall not be entitled to any compensation whatsoever.
10.4. helder. retains the right to payment of invoices for Work performed up to that time in the event of interim termination, whereby, if possible, the preliminary results of the Work performed up to that time will be made available to the Client.
10.5. In case of liquidation, of (a request for) suspension of payments or bankruptcy, of seizure (if and to the extent that the seizure has not been lifted within three months) at the Client’s expense, it is helder. free to retain the
Agreement with immediate effect, without any obligation on its part to pay any damages or compensation. No judicial intervention or notice of default is required for this. The claims of helder. Customer shall in that case be immediately due and payable.
10.5. helder. has the right of lien on all data, papers and other goods in its possession, until such time as Client has paid all that it owes to helder. owed to it.
Article 11
Changed circumstances
11.1. If the circumstances which the Client and helder. circumstances which the Client and the Agreement were assuming at the time of its conclusion change to such an extent that as a result (one of) the Parties cannot reasonably be required to comply with all or part of the Agreement, consultations will take place regarding an interim change to the Agreement. If the changed circumstances have arisen through the fault of the Client, any resulting additional work will be charged to the Client.
11.2. If the Parties decide to change the approach, method or scope of the Agreement and the resulting Work, the Client accepts that the time schedule of the Agreement will be adjusted.
resulting additional work will be charged to Client.
11.3. If any provision of these General Terms and Conditions should be annulled or declared void or non-binding by a competent authority, the Client and helder. jointly agree on a substitute provision that approximates the content of the aforementioned provision as closely as possible.
Article 12
Secrecy
12.1. The Parties are not permitted to provide information that is confidential in nature or could be confidential to Third Parties that are not involved in the Agreement or to use the information for a purpose other than that for which it was obtained. With respect to such information, all Parties are subject to an obligation of confidentiality. Information is considered confidential if this has been notified by one of the Parties or if this results from the nature of the information.
12.2. The Parties shall not, without each other’s prior written consent, disclose any part of the Information to Third Parties except to:
– the party’s own employees and then only to those employees who need to know the information.
– the party’s auditors, the inspector of taxes and Third Parties who have the legitimate duty or obligation to know the affairs of the parties and in such case only to the extent that such information is necessary for the fulfillment of such duty or obligation.
12.3. Client shall not disclose the contents of reports, advice or other expressions, written or otherwise, of helder.which have not been drawn up or made with the intention of providing Third Parties with the information contained therein, not be made public.
make, unless helder. expressly authorized in writing to do so.
12.4. The Parties shall impose their obligations under this Article on Third Parties engaged by them.
Article 13
Intellectual property
13.1. helder. reserves all Intellectual Property rights to products arising from the mind which it uses or has used and/or develops as part of the performance of the Client’s assignment.
13.2. The Client is explicitly forbidden to directly or indirectly duplicate, disclose and/or exploit those products, including working methods, advice, models and other intellectual products of helder.directly or indirectly to duplicate, disclose and/or exploit such products, all this in the broadest sense of the word. Publication, in whatever manner, can only and exclusively take place after obtaining written permission of helder.. The Client is of course entitled to reproduce the documents for use within its own organization, insofar as this is appropriate within the purpose of the assignment In the event of interim termination of the Agreement, the foregoing shall apply accordingly.
13.3. If helder. General Terms and Conditions, (an) agreement(s) and/or other legal documents are produced for the Client then it reserves the copyright to the relevant documents. Client acquires a right of use with regard to the documents prepared. This right of use means that the Principal is free to display the documents on the website of the company within the framework of its own normal use, to submit them to the Chamber of Commerce for filing, to multiply them, to distribute them and to offer them to Third Parties for inspection in other ways. However, Client is not free to modify the documents, resell them to Third Parties and/or exploit them for any other commercial purpose.
Article 14
Force majeure
14.1. helder. is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault and is not for its account under the law, a legal act or generally accepted practice.
14.2. helder. may suspend the obligations under the Agreement during the period that the force majeure continues.
14.3. In these General Terms and Conditions, force majeure means, in addition to what is understood in this respect by law, social intercourse and jurisprudence, force majeure in the broadest sense of the word, including all external causes, foreseen or unforeseen, over which the client cannot exercise any control. helder.cannot influence, but due to which helder. is unable to fulfill its obligations. This includes non-exhaustive fire, diseases, pandemics, (extreme) weather conditions, power failures, terrorist threats, extortion, war(s), violence, traffic jams, restrictions imposed by the competent authorities and strikes at the company of helder. and/or Third Parties. helder. is also entitled to invoke force majeure if the circumstance preventing (further) performance of the Agreement occurs after helder. should have fulfilled its obligation
Article 15
Liability and indemnities
15.1. helder. shall only be liable to the extent arising from this article. The same applies to Third Parties helder. engaged Third Parties for the performance of the Agreement. The included limitations of liability of helder. do not apply if the damage suffered is due to intent or gross negligence of helder.its subordinates and/or Third Parties engaged by it.
15.2. Any liability of helder. shall at all times be limited to the amount that will be paid out under the professional liability insurance of helder. will be paid in the case in question plus the amount of the deductible which according to the insurance agreement is not for the account of the insurer. If for any reason no payment is made by the insurer under the said insurance, any liability shall be limited to the reimbursement of the fees paid over the Work. Court registry fees and bailiff’s fees paid by the Client as well as fees for third parties that are engaged by the Client are explicitly not included under paid Work and can therefore not be reclaimed from helder.. Also
helder. not liable for litigation costs to be paid in the event of any judgment against the Client. Further, any liability is limited to the treating attorney with whom Client has contracted.
15.3. If through or in connection with the performance of an assignment or otherwise damage is caused to persons or property, for which helder. liability, such liability will be limited to the amount or amounts paid out under the general liability insurance policy taken out. helder. general liability insurance. If for any reason no payment is made by the insurer under the said insurance, any liability shall be limited to an amount of € 2,500.00.
15.4. Client shall only be entitled to helder. claim up to the limited amounts specified above in paragraphs 2 and 3 of this article. Any claim for damages against current or former partners, employees, lawyers, partners, shareholders, practice companies, partnerships, advisors and directors of the practice companies and or partners of partnerships, in which certain partners/lawyers perform their work, is excluded, while in all cases the liability shall never exceed the limited amounts mentioned above in paragraphs 2 and 3 of this article.
15.5. If an error is made because the Client has provided helder. provided incorrect or incomplete information, is helder. not liable for the resulting damage.
15.6. helder. is not liable in cases of force majeure.
15.7. Liability of helder. for indirect damages, consequential damages, lost profits, lost savings and damages due to business stagnation or litigation costs condemnation is at all times excluded.
15.8. The Client indemnifies helder. for all claims by Third Parties related to or arising from the agreement between the User and the Client.
existing legal relationship. The Client also explicitly indemnifies the User against claims by Third Parties regarding Intellectual Property right(s) on data provided by the Client to the User, which are used in the execution of the Agreement. The Client is also bound to helder. compensate for reasonable costs incurred in the context of warding off liability for third party claims.
15.9. If Client provides helder. information carriers, electronic files or software etc., Client guarantees that these materials are free of viruses and defects. Any damage caused by the use of these materials shall be compensated by Client to helder. compensation.
15.10. Any liability claim against helder. shall lapse if it is not brought to the attention of helder. notified within 6 months from the day Client was aware of the damaging fact or omission and the occurrence of the damage, or the day Client could reasonably have been aware of it.
Article 16
Website(s).
16.1. Information that helder. published on its website(s) has been compiled with great care. helder.cannot guarantee, however, that this information is complete and accurate at all times.
16.2. Information on the website(s) may be modified at the sole discretion and discretion of helder.
16.3. The website(s) of helder. may contain(s) links to Third Party websites. helder. cannot vouch for the content and operation of this
websites of Third Parties. For more information, see the website disclaimer of helder.
Article 17
Privacy
17.1. helder. processes personal data for optimal service provision and to comply with legal obligations. Processing takes place in accordance with its privacy policy. This policy is in accordance with the AVG. For more information you can consult the privacy statement of helder. consult. This can be found at https://www.helderadvocatuur.nl.
17.2. The privacy statement of helder. is an integral and unabridged part of these Terms and Conditions.
Article 18
Complaints
18.1. By helder. an internal complaints procedure is used in accordance with the requirements set by the Netherlands Bar Association. The complaints procedure can be found on its websitewww.helderadvocatuur.[email protected], at the bottom these Terms and Conditions and will be sent free of charge upon request.
18.2. In the event of a complaint, the internal complaint procedure of helder. to be gone through.
18.3. Upon formation of the engagement agreement with the lawyer concerned, the Client accepts the applicability of the internal complaints procedure.
Article 19
Applicable law, choice of language and competent court
19.1. All agreements between helder. and its counterparties are exclusively governed by Dutch law.
19.2. Any dispute, claim or other subject matter arising from a legal relationship between helder. and its counterparties, shall be submitted exclusively to the District Court of The Hague.
19.3. These General Terms and Conditions have been drawn up in the Dutch language and translated into German, English and French for the benefit of clients. In the event of a dispute regarding the content or scope of these General Terms and Conditions, the Dutch version shall prevail.
OFFICE COMPLAINT SCHEME
Office complaint scheme helder.
Article 1
definitions
In this office complaint procedure, the following terms shall have the following meanings:
complaint: any written expression of dissatisfaction by or on behalf of the client towards the lawyer or the persons working under his responsibility regarding the conclusion and execution of an agreement for services, the quality of services or the amount of the fee, not being a complaint as referred to in section 4 of the Lawyers Act;
complainant: The client or client’s representative making a complaint;
complaint officer: The attorney charged with handling the complaint;
Article 2
scope of application
2.1. This office complaint procedure applies to any contract for services between the handling attorney and the client.
2.2 Each lawyer of helder. takes care of complaints in accordance with the office complaints procedure.
Article 3
goals
3.1. The purpose of this office complaint policy is to:
a. Establishing a procedure to deal constructively with client complaints within a reasonable period of time;
b. establishing a procedure for determining the causes of client complaints;
c. maintain and improve existing relationships through proper complaint handling;
d. train employees in client-centered response to complaints;
e. improving service quality with complaint handling and complaint analysis.
Article 4
information at start of service
4.1. This office complaint policy is publicly available. Prior to entering into the engagement agreement, the attorney shall inform the client that the firm has an office complaints procedure and that it applies to the services provided.
Article 5
internal complaint procedure
5.1. If a client approaches the firm with a complaint, the complaint will be directed to the handling complaint officer, in principle mr. K. Ripken. Should the complaint against mr. K. Ripken are addressed, then an acting complaint officer will be provided.
5.2. The Complaints Officer shall notify the person complained about of the filing of the complaint and give the complainant and the person complained about an opportunity to explain the complaint.
5.3. The person about whom a complaint has been made shall try to reach a solution together with the client whether or not after the intervention of the Complaints Officer.
5.4. The Complaints Officer will settle the complaint within four weeks of receiving the complaint or will notify the complainant of deviation from this deadline with reasons, stating the time period within which an opinion on the complaint will be given.
5.5. The Complaints Officer shall notify the complainant and the person complained about in writing of the opinion on the merits of the complaint, whether or not accompanied by recommendations.
5.6. If the complaint has been satisfactorily resolved, the complainant, the Complaints Officer and the person complained about will sign the judgment on the merits of the complaint.
Article 6
confidentiality and free complaint handling
6.1. The Complaints Officer and the person complained about shall observe confidentiality in handling the complaint.
6.2. The complainant shall not be liable for the cost of handling the complaint.
Article 7
responsibilities
7.1. The complaint officer is responsible for the timely resolution of the complaint.
7.2. The person complained about will keep the Complaints Officer informed about any contact and possible resolution.
7.3. The complaint officer will keep the complainant informed about the resolution of the complaint.
7.4. The complaint officer shall maintain the complaint file.
Article 8
Complaint registration
8.1. The complaint officer records the complaint along with the complaint subject.
