Terms and Conditions

Article 1 – Definitions

1.1. DAB Legal Services, located at Louis Braillelaan 80, 2719 EK Zoetermeer (NL), registered with the Chamber of Commerce under Chamber of Commerce number 98400711, is referred to in these general terms and conditions as the service provider and is registered with the Chamber of Commerce as a legal advisory firm.

1.2. The counterparty to the service provider is referred to in these general terms and conditions as the client.

1.3. The parties are the service provider and the client together.

1.4. The Agreement means the agreement for the provision of services between the parties.

1.5. DAB Legal Services trades exclusively under the name DAB Legal Services.

Article 2 – Applicability of general terms and conditions

2.1. These terms and conditions apply to all quotations, offers, work, agreements and deliveries of services by or on behalf of the service provider.

2.2. Deviation from these conditions is only possible if this has been expressly agreed in writing by the parties.

2.3. The agreement contains only best-effort obligations for the service provider and no result obligations.

2.4. DAB Legal Services, with the exception of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, where appropriate in cooperation with other parties, through the right of substitution.

2.5. The general terms and conditions submitted by the client are explicitly rejected. Our general terms and conditions will prevail instead.

Article 3 – Payment

3.1. Invoices must be paid within 14 days of the invoice date, unless the parties have made other written arrangements or a different payment term is stated on the invoice.

3.2. Payments are made without any appeal to suspension or settlement by transferring the amount due to the bank account number specified by the service provider.

3.3. If the client fails to pay an invoice within the agreed-upon period, they are automatically in default, without any notice being required. From that moment on, the service provider is entitled to suspend its obligations until the client has fulfilled its payment obligations.

3.4. If the client defaults, the service provider will proceed with collection. The costs associated with this collection will be borne by the client. If the client defaults, they are also liable to pay the service provider statutory (commercial) interest, extrajudicial collection costs, and other damages in addition to the principal amount. The collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.

3.5. In the event of liquidation, bankruptcy, seizure or suspension of payments of the client, the claims of the service provider on the client are immediately due and payable.

3.6. If the client refuses to cooperate with the execution of the assignment by the service provider, he is still obliged to pay the agreed price to the service provider.

Article 4 – Offers and quotations

4.1. The service provider's offers are valid for a maximum of one month, unless a different acceptance period is specified in the offer. If the offer is not accepted within that period, it expires.

4.2. Delivery times in quotations are indicative and do not entitle the client to cancellation or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.

4.3. Offers and quotes do not automatically apply to repeat orders. Parties must explicitly agree to this in writing.

Article 5 – Prices

5.1. The prices stated on offers, quotations and invoices from the service provider are exclusive of VAT and any other government levies, unless expressly stated otherwise.

5.2. The prices of goods are based on the cost prices known at the time. Increases in these prices, which the service provider could not have foreseen at the time the offer was made or the agreement was concluded, may result in price increases.

5.3. With regard to the services provided, the parties may agree on a fixed price when concluding the agreement.

5.4. If no fixed price has been agreed upon, the rate for the service may be determined based on the actual hours worked. The rate is calculated according to the service provider's usual hourly rates, applicable for the period in which the work is performed, unless a different hourly rate has been agreed upon.

5.5. If no rate based on actual hours worked has been agreed upon, a target price will be agreed upon for the service, with the service provider entitled to deviate from this by up to 10%. If the target price exceeds 10%, the service provider must inform the client in a timely manner why a higher price is justified. In that case, the client has the right to cancel any part of the assignment that exceeds the target price plus 10%.

Article 6 – Price indexation

6.1. The prices and hourly wages agreed upon at the time of entering into the agreement are based on the current price level. The service provider reserves the right to adjust the fees charged to the client annually on January 1st.

6.2. Adjusted prices, rates and hourly wages will be communicated to the client in writing/by email as soon as possible.

Article 7 – Provision of information by the client

7.1. The client shall make all information relevant to the execution of the assignment available to the service provider.

7.2. The Client is obliged to provide the Service Provider with all data and documents it deems necessary for the correct execution of the assignment, in a timely manner and in the desired form and manner.

7.3. The Client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if these originate from third parties, unless the nature of the assignment dictates otherwise.

7.4. The Client indemnifies the service provider against any damage in any form whatsoever resulting from failure to comply with the provisions of the first paragraph of this article.

7.5. If and to the extent the client requests this, the service provider will return the relevant documents.

7.6. If the client fails to provide the data and documents requested by the service provider, fails to provide them in a timely manner or fails to provide them properly, and the execution of the assignment is delayed as a result, any additional costs and fees resulting from this will be borne by the client.

Article 8 – Withdrawal of order

8.1. The client is free to terminate the assignment to the service provider at any time.

8.2. If the client cancels the assignment, the client is obliged to pay the service provider the wages owed and the expenses incurred.

Article 9 – Execution of the agreement

9.1. The service provider will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. The service provider has a best-efforts obligation towards the client, not an obligation to achieve results.

9.2. The service provider has the right to have work carried out by third parties.

9.3. The implementation takes place in mutual consultation and after written agreement and payment of any agreed advance payment.

9.4. It is the client's responsibility to ensure that the service provider can commence the assignment on time.

Article 10 – Contract duration assignment

10.1. The agreement between the client and the service provider is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.

10.2. If the parties have agreed on a deadline for the completion of certain work within the term of the agreement, this is never a strict deadline. If this deadline is exceeded, the client must notify the service provider in writing.

Article 11 – Amendment of the agreement

11.1. If during the performance of the agreement it appears that it is necessary to change or supplement the work to be performed for proper execution of the assignment, the parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.

11.2. If the parties agree to amend or supplement the agreement, the completion date may be affected. The service provider will inform the client of this as soon as possible.

11.3. If the amendment or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client of this in writing as soon as possible.

11.4. If the parties have agreed on a fixed fee, the service provider will indicate to what extent the change or addition to the agreement will result in an excess of this fee.

Article 12 – Force Majeure

12.1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the service provider to fulfill any obligation to the client cannot be attributed to the service provider in the event of a circumstance beyond the service provider's control that prevents the service provider from fulfilling its obligations to the client in whole or in part, or that makes fulfilling its obligations unreasonably impossible. Such circumstances include non-performance by suppliers or other third parties, power outages, computer viruses, strikes, adverse weather conditions, and work stoppages.

12.2. If a situation as described above occurs as a result of which the service provider cannot fulfill its obligations to the client, those obligations will be suspended for as long as the service provider cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to terminate the agreement in writing, in whole or in part.

12.3. In the event referred to in the second paragraph of this article, the service provider shall not be liable for any damages, even if the service provider enjoys any benefit as a result of the force majeure situation.

Article 13 – Settlement

13.1. The Client waives its right to offset a debt to the service provider against a claim on the service provider.

Article 14 – Suspension

14.1. Client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 15 – Transfer of rights

15.1. Rights of a party under this agreement may not be assigned without the prior written consent of the other party. This provision constitutes a clause with property law effect as defined in Article 3:83, paragraph 2, of the Dutch Civil Code.

Article 16 – Lapse of the claim

16.1. Any right to compensation for damage caused by the service provider expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 17 – Warranty

17.1. The parties have entered into a service-oriented agreement, which for DAB Legal Services only contains an obligation of best efforts and therefore not an obligation of results.

Article 18 – Insurance

18.1. The Client undertakes to adequately insure and keep insured delivered goods that are necessary for the performance of the underlying agreement, as well as goods of the service provider that are present at the Client and goods that have been delivered under retention of title, against, among other things, fire, explosion and water damage, as well as theft.

18.2. Client undertakes to take out all relevant liability insurance, including but not limited to business, professional and directors' liability insurance.

18.3. The Client shall make the policies of these insurances available for inspection upon first request.

Article 19 – Liability Damage

19.1. The service provider shall not be liable for any damage arising from this agreement unless the service provider has caused the damage intentionally or through gross negligence.

19.2. In the event that the service provider is liable to pay damages to the client, the damages will not exceed the fee.

19.3. If, for whatever reason, no payment is made under the liability insurance, the liability of DAB Legal Services is limited to the invoice amount relating to the relevant part of the assignment.

19.4. Any liability for damages arising from or related to the performance of an agreement is always limited to the amount paid in the relevant case by the professional liability insurance policy(ies). This amount is increased by the deductible under the relevant policy.

19.5. The limitation of liability also applies if the service provider is held liable for damage that directly or indirectly results from the improper functioning of the equipment, software, data files, registers or other items used by the service provider in the execution of the assignment.

19.6. The service provider is not liable for damage resulting from intent or deliberate recklessness on the part of the service provider, its manager or subordinates.

Article 20 – Client liability

20.1. If an assignment is placed by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.

20.2. If an assignment is placed directly or indirectly by a natural person on behalf of a legal entity, this natural person may also be the client in their private capacity. This requires that this natural person can be considered the (co-)policymaker of the legal entity. In the event of non-payment by the legal entity, the natural person is therefore personally liable for payment of the invoice, regardless of whether it is issued in the name of a legal entity, the client as a natural person, or both, at the request of the client or otherwise.

Article 21 – Indemnification

21.1. The client indemnifies the service provider against all claims from third parties relating to the services provided by the service provider.

21.2. DAB Legal Services will consult with the client in advance as much as possible and will exercise due care in selecting them. DAB Legal Services is not liable for any shortcomings of these third parties and is authorized, without prior consultation with the client, to accept (also) on behalf of the client any limitation of liability from third parties engaged by it.

21.3. Anyone who uses the services of DAB Legal Services gives permission in advance to those providing these services to bring to the attention of those others at DAB Legal Services, other than the directly involved advisor(s), any data the knowledge of which is useful and/or necessary for relationship management purposes.

21.4. All rights of action and other powers, of whatever nature, against DAB Legal Services in connection with work performed by DAB Legal Services shall in any event expire one year after the moment at which the data subject became aware or could reasonably have been aware of the existence of these rights and powers.

Article 22 – Obligation to complain

22.1. The client is obligated to immediately report any complaints about the work performed to the service provider in writing. The complaint must contain as detailed a description as possible of the deficiency, enabling the service provider to respond adequately.

22.2. In any event, a complaint cannot lead to the service provider being obliged to perform work other than that agreed upon.

Article 23 – Retention of title, suspension and right of retention

23.1. The goods present at the client's premises and the delivered goods and parts remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can invoke its retention of title and take back the goods.

23.2. If the agreed advance payments are not paid or are not paid on time, the service provider has the right to suspend the work until the agreed portion has been paid. This constitutes default by the creditor. In that case, a late delivery cannot be held against the service provider.

23.3. The service provider is not authorised to pledge or otherwise encumber the items subject to its retention of title.

23.4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the service provider has the right of retention. The goods will not be delivered until the client has paid in full and in accordance with the agreement.

23.5. In the event of liquidation, insolvency or suspension of payments of the client, the client's obligations are immediately due and payable.

Article 24 – Intellectual property

24.1. Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent rights, trademark rights, design and model rights, etc.) to all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc.

24.2. The aforementioned intellectual property rights may not be copied, shown to third parties and/or made available or used in any other way without the written permission of the service provider.

24.3. The Client undertakes to maintain confidentiality of the confidential information provided to them by the service provider. Confidential information includes, in any case, the information to which this article applies, as well as company data. The Client undertakes to impose a written confidentiality obligation on its personnel and/or third parties involved in the performance of this agreement, in accordance with this provision.

Article 25 – Confidentiality

25.1. Each party shall keep confidential all information it receives from the other party (in whatever form) and all other information relating to the other party which it knows or has reasonable grounds to believe is secret or confidential, or information the dissemination of which could damage the other party, and shall take all necessary steps to ensure that its personnel also keep the said information confidential.

25.2. The duty of confidentiality referred to in the first paragraph of this Article does not apply to information;

25.3. which was already public at the time the recipient received such information or subsequently became public without a breach by the receiving party of any duty of confidentiality incumbent upon it;

25.4. which the receiving party can prove was already in its possession at the time of provision by the other party;

25.5. which the receiving party has received from a third party where that third party was entitled to provide such information to the receiving party;

25.6. which is made public by the receiving party pursuant to a legal obligation.

25.7. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 26 – Penalty for breach of confidentiality obligation

26.1. If the client violates the confidentiality clause of these terms and conditions, the client will owe the service provider an immediately payable penalty of €5,000 for each violation, plus an additional €500 for each day the violation continues. This applies regardless of whether the violation is attributable to the client. Furthermore, no prior notice of default or legal proceedings are required for this penalty. Furthermore, no damages of any kind are required.

26.2. The forfeiture of the fine referred to in the first paragraph of this Article shall be without prejudice to the other rights of the service provider, including its right to claim damages in addition to the fine.

Article 27 – Non-transfer of personnel

27.1. The Client shall not employ employees of the service provider (or of companies engaged by the service provider for the performance of this agreement and who were (or are) involved in the performance of the agreement). Nor shall the Client otherwise allow them to work for it, directly or indirectly. This prohibition applies for the duration of the agreement and up to one year after its termination. One exception applies to this prohibition: the parties may, in good business consultation, make other arrangements. These arrangements are valid insofar as they are recorded in writing.

Article 28 – Amendment of general terms and conditions

28.1. DAB Legal Services is entitled to amend or supplement these general terms and conditions.

28.2. Minor changes may be made at any time.

28.3. DAB Legal Services will discuss major substantive changes with the client in advance as much as possible.

28.4. These terms and conditions are available in Dutch, English, and French. The Dutch text is binding.

Article 29 – Applicable law and competent court

29.1. Dutch law applies exclusively to any agreement between the parties.

29.2. The Dutch court in the district where DAB Legal Services is established and has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.