General Terms and Conditions | Helder Advocatuur The Hague

Article 1 – Definitions

In these General Terms and Conditions, provided they are written with a capital letter, the following terms shall have the following meanings:

'Offer', any unilateral legal act of helder. which, upon acceptance by the Other Party, leads to an Agreement;
'General Terms and Conditions', these General Terms and Conditions;
'GDPR', the General Data Protection Regulation;
'Third Party', any natural or legal person who is not directly involved as a party to an Agreement between helder. and the Other Party;
'Quotation', a specified cost estimate regarding Work to be potentially performed by helder. for a Client;
'Client', a natural and/or legal person with whom helder. concludes an Agreement;
'Contractor': Helder Advocatuur (hereinafter also: "helder.");
'Agreement', the Agreement or Distance Agreement concluded between helder. and the Client;
'Other Costs', all additional costs incurred by helder. in connection with Work to be performed for the Client;
'Parties', the Client and the Contractor;
'Legal Costs', all additional costs incurred within legal proceedings, such as but not limited to: service costs, court fees, administrative charges, etc.;
'Other Party', the Client;
'Work', all (legal) activities to be performed, or performed, by helder. for the Client.

Article 2 – Lawyers and partnership

2.1. Lawyer mr. K. Ripken practises law, in collaboration with colleagues and network partners, under the trade names 'helder.' and 'Helder Advocatuur'.

Article 3 – Applicability

3.1. These General Terms and Conditions apply to all Offers, Quotations, advice and Agreements of helder. The Client's acceptance and retention of a Quotation or order confirmation or other correspondence in which these General Terms and Conditions are or have been referred to, without comment, 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 in Articles 8, 9, 10, 13 and 14 of these General Terms and Conditions, which articles shall always prevail over the provisions in the Agreement, unless it has been expressly stated in writing that the aforementioned articles will be deviated from.

3.3. The applicability of any general terms and conditions, delivery, rental and/or purchase conditions used by the Client is expressly rejected by helder.

3.4. Deviation from these General Terms and Conditions is only possible if the Parties have expressly agreed to this in writing in advance.

3.5. If helder. tacitly permits deviation from these General Terms and Conditions, this shall not affect its right to demand direct and strict compliance with the conditions at a later stage. The Client can never assert any right on the grounds that helder. applies the General Terms and Conditions leniently.

3.6. Should any provision of these General Terms and Conditions be void or be nullified, the other provisions shall remain in full force and the void or nullified provision(s) of these General Terms and Conditions shall be replaced by (a) new, legally permissible provision(s) which take(s) into account the purpose and purport of the void or nullified provision(s) as much as possible.

3.7. Ambiguities regarding the content of these General Terms and Conditions, or situations not regulated in these General Terms and Conditions, shall be assessed in the spirit of these General Terms and Conditions.

3.8. In all cases where these General Terms and Conditions are inadequate, helder. shall decide. This decision will be made in the spirit of these General Terms and 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 from helder. are without obligation. An Offer or Quotation sent by helder. is valid for fourteen days after dispatch, unless otherwise agreed in writing. If the Client accepts an Offer or Quotation, helder. reserves the right to revoke the Offer or Quotation within five working days of receipt of the acceptance.

4.2. Every Offer or Quotation contains a description of the Work to be performed by helder. This description is sufficiently detailed to enable the Other Party to make a proper assessment of the Offer or Quotation.

4.3. Every Offer or Quotation issued to the Other Party contains all the necessary information for the Other Party from which it can clearly understand its rights and obligations arising from the acceptance of the Offer or Quotation.

4.4. If the Client's acceptance deviates from the Offer included in the order confirmation, helder. is 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 its Offers and/or Quotations if the Other Party, according to the common standards of reasonableness and fairness and the views prevailing in society, could have understood and/or should have understood that the Offer and/or the Quotation, or a part thereof, contains an obvious mistake and/or clerical error.

Article 5 – The agreement

5.1. The Agreement between helder. and the Client is concluded (subject to Art. 5.2.) at the moment the Quotation sent by helder. to the Client is accepted by the Client, the order confirmation sent by helder. to the Client is confirmed and/or received, or at the moment helder. commences the performance with the Client's consent. The order confirmation is deemed to fully represent the Agreement.

5.2. The agreement, including any subsequent amendments and follow-up assignments, is concluded solely between the Client and the lawyer handling the case.

5.3. In this respect, only the lawyer handling the case can be held liable for the performance of an assignment given to him or her. Every lawyer at helder. has his or her own professional liability insurance.

5.4. Lawyers affiliated with helder. who are not a party to an agreement concluded between the Client and the lawyer handling the case are therefore not liable for the performance of the assignment and/or the provision of services by the lawyer handling the case.

5.5. Assignments given to helder. (whether or not in collaboration with others) will be accepted and performed under the application of these General Terms and Conditions. Articles 7:404 and 7:407(2) of the Dutch Civil Code do 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 legal frameworks and regulations, to inquire about the payment behaviour or creditworthiness of the Other Party to see if the Other Party can meet its payment obligations. helder. also reserves the right to investigate other facts and factors that are important for responsibly entering into an Agreement with the Other Party. If, after conducting the above investigation, helder. has well-founded reasons not to enter into an Agreement with the Other Party, helder. is entitled to refuse an assignment and/or request from the Other Party or to attach special conditions to it.

5.8. The Agreement is entered into for an indefinite period unless the content, nature or purport of the assignment indicates that it has been entered into for a definite period.

5.9. Both helder. and the Client are entitled to terminate the assignment (in the interim) by means of notice, with immediate effect if desired. If an assignment is terminated (in the interim), helder. retains the right to payment for the work performed or carried out up to that point and the work and costs associated with the termination, with the additional work being charged at the applicable hourly rate.

Article 6 – Performance of the assignment

6.1. All services provided by helder. and all Work performed by helder. are performed to the best of its knowledge and ability, as 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 to the extent that proper performance of the Agreement so requires, helder. has the right to have certain Work performed by Third Parties in consultation with the Client. However, helder. is not liable for any shortcoming of these Third Parties. helder. is authorised by the Client to accept any limitations of liability of Third Parties on behalf of the Client.

6.3. In performing the Work, helder. relies on the information and data provided by the Client. The accuracy of this information and data is therefore the responsibility of the Client. The Client is obliged to inform helder. without delay of any changed facts and circumstances that may be relevant to the performance of the Agreement.

6.4. The Client is also obliged to make available in a timely manner and in the manner desired by helder. all information and data which helder. deems necessary for the correct performance of the assignment. Any costs to obtain information or data shall be borne by the Client.

6.5. If the Client provides or has provided insufficient or incorrect information and data to helder., helder. has the right to terminate the Agreement immediately, without becoming liable itself, and to hold the Client liable for any damage resulting therefrom.

6.6. An agreed deadline for the delivery of a service or the performance of Work by helder. is never to be regarded as a strict deadline, but only as a guideline, unless expressly agreed otherwise in writing and with the exception of judicial limitation periods. An agreed period begins to run at the moment the Client has provided all the information requested by helder.

6.7. Assignments given to helder. are performed exclusively for the benefit of the Client. Third parties cannot derive any rights from the Work performed and/or the manner in which it was performed.

6.8. When engaging Third Parties in the context of the performance of the Agreement, helder. will exercise due care in their selection and, if necessary, consult with the Client about the selection. helder. is not liable for errors and/or shortcomings of Third Parties engaged by it and is authorised to accept the General Terms and Conditions and/or limitations of liability used by those Third Parties, also on behalf of the Client.

Article 7 – Costs

7.1. The Client shall pay helder. a fee consisting of the honorarium which, unless otherwise agreed, is based on the standard hourly rate of helder., plus any additional costs.

7.2. All prices and/or hourly rates used by helder., as well as the prices and/or hourly rates stated in Quotations, Offers, price lists, etc., are exclusive of VAT and other government levies.

7.3. The standard hourly rate of helder. varies from € 275.00 excluding 21% VAT to € 475.00 excluding 21% VAT. Travel costs are invoiced at the standard hourly rate.

7.4. Hourly rates are exclusive of disbursements.

7.5. The external costs associated with proceedings or of Third Parties engaged in consultation with the Client, such as the costs of a bailiff, court fees, costs of a court-appointed expert or a translator, etc., must be paid in advance by the Client to helder.

7.6. helder. is at all times entitled to charge the Client for the costs of Work not covered by the agreed assignment or for the costs of extra hours incurred outside the scope of the assignment.

7.7. helder. is at all times entitled to change the agreed rates and/or prices. This includes, in any case, an annual indexation of the rates applied.

Article 8 – Advance payments

8.1. helder. is entitled to require the Client to deposit an amount as an advance payment to cover the work to be performed and/or (extra) costs to be incurred.

Article 9 – Payment/invoices

9.1. Invoices are generally submitted monthly, accompanied by a specification and description of the time spent.

9.2. The payment term is 14 days from the invoice date.

9.3. The Client is not permitted to set off payments in any way whatsoever.

9.4. If an invoice is not paid within the payment term, helder. is entitled, after having reminded the Client to pay at least once, to charge the Client the statutory (commercial) interest from the due date of the invoice until the day of full payment, without any further notice of default being required.

9.5. If the Client is in default or fails to fulfil its payment obligations, all reasonable costs incurred to obtain payment (both in and out of court) shall be for the Client's account. In any case, the Client shall owe collection costs.

9.6. Payments made by the Client shall always serve to settle, in the first place, all interest and (collection) costs due, and in the second place, due and payable invoices that have been outstanding the longest.

9.7. In the event of liquidation, bankruptcy or suspension of payments of the Client, all claims of helder. on the Client and the obligations of the Client towards helder. shall be immediately due and payable.

Article 10 – Suspension, termination and right of retention

10.1. helder. is entitled to suspend (further) performance of the Agreement if the Client fails to observe the payment conditions or otherwise fails to fulfil its obligations, without prejudice to helder.'s right to claim damages.

10.2. helder. is entitled to terminate the Agreement if the Client fails to observe the payment conditions or otherwise fails to fulfil its obligations, without prejudice to helder.'s right to claim damages.

10.3. If helder. suspends performance on the grounds of Art. 10.1. or terminates on the grounds of Art. 10.2., the Client is not entitled to any compensation whatsoever.

10.4. In the event of interim termination, helder. retains its claim to payment of the invoices for Work performed up to that point, whereby the provisional results of the work performed up to that point will be made available to the Client if possible.

10.5. In the event of liquidation, (an application for) suspension of payments or bankruptcy, or attachment (if and insofar as the attachment is not lifted within three months) at the expense of the Client, helder. is free to terminate the Agreement immediately and with direct effect, without any obligation on its part to pay any damages or compensation. Judicial intervention or a notice of default is not required for this. The claims of helder. on the Client are in that case immediately due and payable.

10.6. helder. has a right of retention on all data, papers and other goods in its possession, until the moment the Client has paid all that it owes to helder.

Article 11 – Changed circumstances

11.1. Should the circumstances on which the Client and helder. based the Agreement at the time of its conclusion change so significantly that compliance with the Agreement or a part thereof cannot reasonably be required of (one of) the Parties, consultation will take place on an interim amendment of the Agreement. If the changed circumstances have arisen due to the Client's actions, any resulting additional work will be charged to the Client.

11.2. If the Parties decide to change the approach, working method or scope of the Agreement and the resulting Work, the Client accepts that the time schedule of the Agreement will be adjusted. Any resulting additional work will be charged to the Client.

11.3. If any provision of these General Terms and Conditions is nullified or declared void or non-binding by a competent authority, the Client and helder. will jointly agree on a substitute provision that comes as close as possible to the content of the aforementioned provision.

Article 12 – Confidentiality

12.1. The Parties are not permitted to provide information that is confidential in nature or could be confidential to Third Parties not involved in the Agreement, or to use the information for a purpose other than that for which it was obtained. A duty of confidentiality applies to all Parties with respect to such information. Information is considered confidential if this has been communicated by one of the Parties or if this arises from the nature of the information.

12.2. The Parties will not disclose any part of the information to Third Parties without each other's prior written consent, except to:

the party's own employees, and then only to those employees who need to know the information.
the party's accountants, the tax inspector and Third Parties who have a legitimate duty or obligation to know the parties' affairs, and in that case only to the extent that such information is necessary for the performance of such a duty or obligation.

12.3. The Client will not disclose the content of reports, advice or other statements, whether written or not, from helder. that were not prepared or made with the intention of providing Third Parties with the information contained therein, unless helder. has given its express written permission to do so.

12.4. The Parties will impose their obligations under this article on any Third Parties they engage.

Article 13 – Intellectual property

13.1. helder. reserves all intellectual property rights with respect to products of the mind which it uses or has used and/or develops in the context of the performance of the Client's assignment.

13.2. The Client is expressly forbidden to reproduce, disclose and/or exploit those products, including working methods, advice, models and other intellectual products of helder., all in the broadest sense of the word, either directly or indirectly. Disclosure, in any way whatsoever, can only take place after obtaining written permission from helder. The Client is, of course, entitled to reproduce the documents for use within its own organisation, insofar as this is appropriate within the purpose of the assignment. In the event of interim termination of the Agreement, the foregoing applies mutatis mutandis.

13.3. If helder. prepares General Terms and Conditions, (an) agreement(s) and/or other legal documents for the Client, it reserves the copyright to the relevant documents. The Client obtains a right of use with respect to the prepared documents. This right of use means that the Client is free to display the documents on the company's website in the context of normal, own use of its business, to offer them for filing with the Chamber of Commerce, to reproduce them, to distribute them and to offer them for inspection to Third Parties in other ways. However, the Client is not free to modify the documents, to resell them to Third Parties and/or to exploit them for any other commercial purpose.

Article 14 – Force majeure

14.1. helder. is not obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault, and which 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 is understood to mean, in addition to what is understood in this respect in law, social practice and case law, force majeure in the broadest sense of the word, including all external causes, foreseen or unforeseen, over which helder. has no influence, but which prevent helder. from fulfilling its obligations. This includes, but is not limited to, fire, illness, pandemics, (extreme) weather conditions, power failures, terrorist threats, extortion, war(s), violence, traffic congestion, restrictions imposed by the competent authorities and strikes in the company of helder. and/or Third Parties. helder. is also entitled to invoke force majeure if the circumstance that prevents (further) performance of the Agreement occurs after helder. should have fulfilled its obligation.

Article 15 – Liability and indemnities

15.1. helder. is only liable to the extent that this follows from this article. The same applies to Third Parties engaged by helder. for the performance of the Agreement. The limitations of liability of helder. included do not apply if the damage suffered is due to intent or gross negligence on the part of helder., its subordinates and/or Third Parties engaged by it.

15.2. Any liability of helder. is at all times limited to the amount that will be paid out in the relevant case under helder.'s professional liability insurance, plus the amount of the excess that is not borne by the insurer under the insurance agreement. If for any reason whatsoever no payment is made by the insurer under the said insurance, any liability is limited to the reimbursement of the fee paid for the Work. Court fees and bailiff's costs paid, as well as costs for engaged Third Parties paid by the Client, are explicitly not covered by paid Work and therefore cannot be reclaimed from helder. Nor is helder. liable for legal costs to be paid in the event of a possible conviction of the Client. Furthermore, any liability is limited to the lawyer handling the case with whom the Client has contracted.

15.3. If damage is caused to persons or property by or in connection with the performance of an assignment or otherwise, for which helder. bears liability, that liability will be limited to the amount or amounts to which the general liability insurance taken out by helder. gives entitlement. If for any reason whatsoever no payment is made by the insurer under the said insurance, any liability is limited to an amount of € 2,500.00.

15.4. The Client is only entitled to hold helder. liable up to the limited amounts mentioned in paragraphs 2 and 3 of this article. Any claim for damages against current or former partners, employees, lawyers, partners, shareholders, professional practice companies, partnerships, consultants and directors of the professional practice companies and/or partners of partnerships in which certain partners/lawyers perform their work, is excluded, while in all cases the liability never exceeds the limited amounts mentioned in paragraphs 2 and 3 of this article.

15.5. If an error is made because the Client has provided incorrect or incomplete information to helder., helder. is not liable for the resulting damage.

15.6. helder. is not liable in the event of force majeure.

15.7. Liability of helder. for indirect damage, consequential damage, loss of profit, missed savings and damage due to business interruption or an order to pay legal costs is excluded at all times.

15.8. The Client indemnifies helder. against all claims from Third Parties related to or arising from the legal relationship existing between the User and the Client. The Client also expressly indemnifies the User against claims from Third Parties with regard to intellectual property right(s) on data provided by the Client to the User, which are used in the performance of the Agreement. The Client is also obliged to compensate helder. for the reasonable costs incurred in defending against liability for claims from third parties.

15.9. If the Client provides information carriers, electronic files or software, etc. to helder., the Client guarantees that these materials are free of viruses and defects. Any damage caused by the use of these materials will be reimbursed by the Client to helder.

15.10. Any liability claim against helder. shall lapse if it is not brought to the attention of helder. in writing and with a statement of reasons within 6 months from the day on which the Client was aware of the damaging fact or the damaging omission and the occurrence of the damage, or the day on which the Client could reasonably have been aware of it.

Article 16 – Website(s)

16.1. Information that helder. publishes on its website(s) has been compiled with great care. However, helder. cannot guarantee that this information is complete and correct at all times.

16.2. Information on the website(s) may be changed, at the sole discretion and insight of helder.

16.3. The website(s) of helder. may contain links to websites of Third Parties. helder. cannot guarantee the content and functioning of these third-party websites. For more information, please see helder.'s website disclaimer.

Article 17 – Software, AI and 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 GDPR.

17.2. helder. uses software and cloud services in the performance of its work, and strives to use state-of-the-art AI capabilities to serve and continue to serve the Client as well as possible.

Article 18 – Complaints

18.1. helder. uses an internal complaints procedure in accordance with the requirements set by the Netherlands Bar Association. The complaints procedure can be found on its website www.helderadvocatuur.nl, at the bottom of these General Terms and Conditions, and will be sent free of charge upon request.

18.2. In the event of a complaint, the internal complaints procedure of helder. must first be followed.

18.3. Upon the conclusion of the agreement for services 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 other parties are exclusively governed by Dutch law.

19.2. Any dispute, claim or other matter arising from a legal relationship between helder. and its other parties shall be submitted exclusively to the district court in 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 about the content or purport of these General Terms and Conditions, the Dutch version shall prevail.

helder. Office Complaints Procedure

Article 1 – Definitions

In this office complaints procedure, the following terms shall have the following meanings:

complaint: any written expression of dissatisfaction from or on behalf of the client towards the lawyer or persons working under their responsibility about the formation and performance of an agreement for services, the quality of the service or the amount of the invoice, not being a complaint as referred to in paragraph 4 of the Dutch Counsel Act (Advocatenwet);
complainant: the client or their representative who makes a complaint known;
complaints officer: the lawyer who is charged with handling the complaint;

Article 2 – Scope of application

2.1. This office complaints procedure applies to every agreement for services between the lawyer handling the case and the client.

2.2. Every lawyer at helder. shall ensure that complaints are handled in accordance with the office complaints procedure.

Article 3 – Objectives

3.1. This office complaints procedure aims to:

establish a procedure for handling clients' complaints constructively and within a reasonable period;
establish a procedure to determine the causes of clients' complaints;
maintain and improve existing relationships through good complaint handling;
train employees to respond to complaints in a client-focused manner;
improve the quality of the service with the help of complaint handling and complaint analysis.

Article 4 – Information at the start of service provision

4.1. This office complaints procedure has been made public. Before entering into the agreement for services, the lawyer informs the client that the firm has an office complaints procedure and that it applies to the services provided.

Article 5 – Internal complaints procedure

5.1. If a client approaches the firm with a complaint, the complaint will be forwarded to the designated complaints officer, in principle mr. K. Ripken. If the complaint is directed against mr. K. Ripken, a substitute complaints officer will be appointed.

5.2. The complaints officer shall inform the person about whom the complaint has been made of the submission of the complaint and shall give the complainant and the person about whom the complaint has been made the opportunity to provide an explanation of the complaint.

5.3. The person about whom the 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 handle the complaint within four weeks of its receipt or will notify the complainant, stating the reasons for any deviation from this period, and specifying the period within which a decision on the complaint will be made.

5.5. The complaints officer shall inform the complainant and the person about whom the complaint has been made in writing of the decision on the merits of the complaint, whether or not accompanied by recommendations.

5.6. If the complaint has been handled to satisfaction, the complainant, the complaints officer and the person about whom the complaint has been made shall sign the decision on the merits of the complaint.

Article 6 – Confidentiality and free complaint handling

6.1. The complaints officer and the person about whom the complaint has been made shall observe confidentiality when handling the complaint.

6.2. The complainant is not required to pay any fee for the costs of handling the complaint.

Article 7 – Responsibilities

7.1. The complaints officer is responsible for the timely handling of the complaint.

7.2. The person about whom the complaint has been made shall keep the complaints officer informed of any contact and a possible solution.

7.3. The complaints officer shall keep the complainant informed about the handling of the complaint.

7.4. The complaints officer shall maintain the complaint file.

Article 8 – Complaint registration

8.1. The complaints officer registers the complaint, including the subject of the complaint.