Terms and Conditions
General Terms and Conditions of VRF Advocaten
Article 1: Definitions
In these general terms and conditions, the following terms have the stated meaning:
a. firm: the private limited company Van Riel & Feyli Advocaten B.V., acting under her trade name ‘VRF Advocaten’;
b. client: the natural person or legal entity with whom or which the firm has an agreement.
c. parties: both the firm and client.
d. agreement: the agreement for services under which the client instructs the firm to render specific legal services and the firm accepts these instructions.
e. case file: the written documents and digital files that are necessary for the performance of the agreement.
f. fee: the costs charged by the firm for the performance of the agreement.
g. disbursements: specified costs that the firm must incur for the purpose of performing an agreement, including but not limited to costs relating to court fees, kilometres travelled, assessments or appraisals, instructing court bailiffs, translations, hiring third parties, as well as all reimbursements of non-specified office expenses, including but not limited to costs for sending items by registered post.
h. clients’ funds: funds held by the clients’funds on behalf of the client.
i. foundation: Stichting Beheer Derdengelden Van Riel & Feyli Advocaten, as referred to in paragraph 6.5.2 of the Legal Profession Regulations (Verordening op de advocatuur).
j. complaint: any written expression of dissatisfaction by or on behalf of the client towards the firm or the persons working under the firm’s responsibility concerning the formation and performance of an agreement, the quality of the services rendered and/or the amount of the invoice.
k. complainant: the party that makes a complaint.
l. complaints officer: the lawyer who is tasked with handling the complaint, who, in principle, is not the lawyer who performed the agreement.
Article 2: Applicability
1. These general terms and conditions apply to every agreement insofar between parties as the parties do not vary from them expressly and in writing.
2. The client is aware that lawyers must respect the rules of conduct of the Netherlands Bar Association in the practice of their profession. The client accepts the consequences that may arise from this.
Article 3: Agreement
1. The agreement is formed by the firm’s acceptance of the instruction given by the client, which acceptance occurs either by means of the lawyer signing the agreement on the firm’s behalf or by the lawyer confirming acceptance on the firm’s behalf by way of letter, fax or e-mail to the client.
2. The agreement is entered into for an undefined period, unless it follows from the content, nature or purpose of the granted
instruction that this has been entered into for a fixed period.
3. The mutual obligations arising from the agreement apply as soon as the agreement is formed.
4. The firm arranges for the agreement to be performed by the lawyers in its employment. The scope of Sections 404, 407(2) and 409, Book 7 of the Dutch Civil Code (Burgerlijk Wetboek) is excluded. The firm is entitled to have work carried out by third parties if it deems this to be in the interest of the due performance of the agreement.
5. The firm performs the agreement exclusively on the client’s behalf.
6. The agreement constitutes a best-effort obligation for the firm and not an obligation to guarantee a particular result.
7. If the firm must perform all or part of the agreement in a language other than Dutch, it may hire a translator (sworn or otherwise) to translate written documents into a foreign language. Costs of translation are at the expense and risk of the client.
8. The client must ensure that all information indicated by the firm as being necessary for the performance of the agreement, or which the client reasonably ought to understand is necessary for the performance of the agreement, is provided to the firm in good time.
9. If the information needed for the performance of the agreement, as referred to in the previous paragraph, is not provided to the firm, or is not provided to it in good time, the firm will be entitled to suspend the performance of the agreement and/or to charge the client the costs arising from the delay.
10. Notwithstanding other statutory provisions, the firm may at any time end the agreement by means of a notice of termination, provided that this is done with due observance of a notice period that is reasonable under the circumstances.
11. If communication between the client and the firm is via e-mail and other forms of data traffic, the parties must arrange for the use of virus protection. E-mails and other forms of data traffic are to be sent unencrypted, unless the client and the firm have expressly made different arrangements in that respect.
Article 4: Case file
1. The client is at any time entitled, subject to an advance written request, to inspect the case file at the firm’s business address.
2. An entire case file or parts of it may be delivered only to the client or the client’s legal successor in person on receipt of an itemised statement of transfer signed by the person involved and only after the identity of the person requesting the delivery has been established on the basis of a valid identity document. The person involved must pay a fee of €0.10 a page before delivery for copying and administration costs.
3. Delivery may take place only after termination of the agreement.
4. Pursuant to the Dutch Personal Data Protection Act (Wet Bescherming Persoonsgegevens), the client’s data may be used in a professional capacity without prior notification. The client’s data is saved and carefully managed in the firm’s administration. This data is used only for the performance of the agreement and to verify potential conflicts of interest. Some of the client’s data, although only formal data, may also be viewed in strict confidence for the purpose of an external assessment by the Netherlands Bar Association.
5. The firm must keep the case file, including a digital copy, for at least seven years after the termination of the agreement or closure of the case file.
6. The firm is entitled to destroy the case file once the retention period has expired.
7. At the client’s request, the case file may be requested from the archive within the retention period on payment of the actual costs incurred.
Article 5: Costs
1. In respect of the performance of the agreement, the client owes the fee (fixed, hourly rate or VRF annual pass) plus any disbursements, including a kilometre allowance at €1.00 for the kilometres travelled for the performance of the agreement, and turnover tax. No general office expenses are charged. Unless the parties have agreed otherwise, the client is not required to pay fees for travel time in connection with the performance of the agreement.
2. If it is agreed with the client that services will be charged at an hourly rate, the firm reserves the right to increase that hourly rate annually.
3. All short consultancy services that the firm renders to the client in its specialist areas, generally referred to as ‘business and labour’, and other once-only services offered by the firm fall under the scope of the VRF annual pass. Unless the parties agree otherwise, the following services do not fall under the scope of the VRF annual pass:
a. conducting proceedings, including but not limited to making an objection, lodging an appeal or application for judicial review, filing a complaint and/or submitting any dispute;
b. conducting investigations, including but not limited to a due diligence investigation;
c. issuing rulings or opinions, binding or otherwise, as an expert;
d. giving courses, lectures and workshops;
e. drafting agreements;
f. hiring third parties and the costs that these third parties charge for rendering their services.
4. The firm determines whether an instruction pertains to a specialist area, as referred to in the previous paragraph. The firm may also determine that an instruction does not fall under the scope of the VRF annual pass.
5. A VRF annual pass may be terminated in each case with effect from the end of a calendar month, without observing any notice period.
6. The firm confirms the applicable fee to the client by letter, fax or e-mail on acceptance of the instruction.
7. The firm is at all times entitled to require the client to pay an advance on the fee. The amount of the advance will be agreed inconsultation between the lawyer acting on behalf of the firm and the client.
Article 6: Payment
1. Unless the parties have agreed otherwise, the fee will be charged monthly, for which purpose the firm sends an invoice to the client. Unless the parties have agreed otherwise, the VRF annual pass is charged monthly in advance. The firm may arrange with the client for the VRF annual pass to be charged over longer periods than one month, whether or not on more favourable terms than for monthly payments.
2. If parties have agreed on a fixed fee, the client is in principle obliged to pay this fixed fee in advance; before the execution of the agreement. The work will be done by the office after the payment of the fixed fee by crediting the amount of the fixed fee on the IBAN of the firm. The activities as reported by the firm only falls under the scope of the fixed fee. Other hours worked will be charged by the firm on the basis of the standard hourly rate of the firm. The parties may deviate from this article by mutual agreement.
3. Invoices are sent to the client by e-mail, unless the client has indicated a preference in writing to receive the invoice by post or fax.
4. Disbursements are charged when the firm needs to incur these costs or when these costs are charged to the firm, for which purpose the firm sends an invoice to the client. The firm will not pay disbursements that exceed €100.00, but makes payment of these disbursements dependent on payment by the client (‘pay when paid’). The firm draws the client’s attention to this point beforehand. The consequences of the late payment of disbursements are entirely at the client’s expense and risk. The firm does not accept any liability in this respect.
5. Any advance payments received will be deducted from the final invoice.
6. In case of a joint instruction, the clients are jointly and severally liable to pay the full invoice amount.
7. The firm is entitled to set off amounts that are outstanding between itself and the client.
8. Unless the parties have agreed otherwise, the client must pay invoices within fourteen calendar days of the invoice date.
9. Payment must be made by transferring the amount due to the IBAN specified on the invoice in the name of ‘Van Riel & Feyli Advocaten’, quoting the invoice number.
10. After expiry of the payment term, the client is in default by operation of law and obliged to pay the statutory interest on the amount due, as referred to in Section 119(a), Book 6 of the Dutch Civil Code, plus one and a half percent on the amount due, without any prior notification.
11. Payments received will first be applied to settle the costs, followed by the interest payable and then the principal sum.
12. In the event of the client’s liquidation, actual or impending bankruptcy or suspension of payments, their obligations will be immediately due and payable in full.
13. If the client fails to comply with one or more of their obligations towards the firm, all reasonable extrajudicial collection costs, which in each case include but are not limited to collection work performed by the firm itself, such as sending payment reminders, demanding payment by telephone or in writing, and entering into any payment arrangements, are payable by the client. These costs amount to least fifteen per cent of the outstanding amount and are subject to a minimum of €750.00.
14. If the client is in default of payment, the firm, in addition to the option of taking collection measures, is entitled to fully or partially suspend the performance of the agreement until payment is received. The firm may use this right of suspension only after notifying the client beforehand and offering the client a short period in which to still comply with their payment obligation. The length of the aforementioned period will be adapted to the circumstances of the case. The firm is also entitled to withhold the client’s case files
pertaining to agreements on which the unpaid invoice has no bearing, until such time as payment is made.
Article 7: Clients’ funds
1. Clients’ funds are deposited into the foundation’s IBAN.
2. In order to compensate the administration and management costs of the foundation’s IBAN, no interest is paid on the deposited clients’ funds.
3. In principle, clients’ funds are transferred to the IBAN specified by the client within fourteen days after receipt, once any amounts owing by the client to the firm have been deducted. No cash payments are made with respect to the clients’ funds that are received.
4. If the client or a third party inadvertently or wrongfully pays funds to the foundation’s IBAN instead of to the firm’s IBAN, the firm and the foundation are entitled to rectify this without obtaining the client’s prior permission.
Article 8: Intellectual property rights
The client is not permitted, without the firm’s prior and written consent, to reproduce, publish and/or use opinions, regulations, agreements or other products of the mind produced by or on behalf of the firm, whether or not by hiring third parties. Failure to comply with this provision will result in an immediately due and payable penalty of €25,000.00 for every contravention, as well as €1,000.00 for every day or part of a
day that the contravention continues, notwithstanding the firm’s right to claim full compensation besides the penalty, and enforce all of its other rights.
Article 9: Complaints and Dispute Resolution Procedure
1. The firm is affiliated with the Disputes Committee for the Legal Profession (Geschillencommissie Advocatuur). By entering into an agreement with the firm, the client accepts the applicability of the Disputes Committee for the Legal Profession, as well as the regulations in use by that committee.
2. Any disputes that may arise due to the formation and/or performance of an agreement; a claim for compensation for damage or loss, which, when lodged, is estimated not to exceed €10,000.00 (including VAT); and the value and/or collection of one or more invoices sent by the firm to the client, will be resolved in accordance with the Regulations of the Disputes Committee for the Legal Profession.
3. A complaint must be motivated and communicated to the firm for the attention of the complaints officer, within three months of when the complainant knew or reasonably could have known of the acts or omissions that gave rise to the complaint.
4. The complaints officer accepts the complaint for processing, notifies the person about whom the complaint has been made of the complaint and gives the complainant and the person about whom the complaint has been made an opportunity to comment on the complaint.
5. The person about whom the complaint has been made will try to reach a solution with the complainant, with or without the complaint officer’s involvement.
6. The complaints officer must deal with the complaint within one month of its receipt or notify the complainant and give reasons for varying from this period, stating the period within which an opinion on the complaint will then be given.
7. The complaints officer must give the complainant and the person about whom the complaint has been made a written opinion on the validity of the complaint, with or without accompanying recommendations. If the complaint is resolved satisfactorily, the complainant, the complaints officer and the person about whom the complaint has been made will sign the opinion on the validity of the complaint. If the complaint is not resolved or is not resolved satisfactorily within the stated period, the complainant may
submit their complaint to the Disputes Committee for the Legal Profession.
8. The complainant does not have to pay anything towards the costs of handling the complaint.
9. A complaint relating to an invoice must be made within fourteen days of the invoice date or will otherwise be declared void. The firm may submit invoices that are unpaid by the client to the Disputes Committee for the Legal Profession.
10. The court with subject-matter jurisdiction in the judicial district of Zeeland-West-Brabant may also hear disputes arising in connection with the agreement concluded between the parties.
Article 10: Liability
1. The firm is not liable for any damage or loss whatsoever resulting from incorrect and/or incomplete information provided by the client.
2. The firm is not liable for any damage or loss arising in connection with the suspension of the performance of an agreement for the client, if this suspension is due to the client’s failure to pay the firm’s invoices on time.
3. The firm is not liable for any indirect damage or loss, including but not limited to consequential loss, loss of profits, financial loss, lost savings and business interruption losses.
4. Third parties cannot derive any rights from the content of the services rendered. The client indemnifies the firm against any thirdparty claims in respect of damage or loss due to or in connection with services rendered by the firm on the client’s behalf.
5. The firm is not liable for any failures relating to services rendered by third parties in connection with the agreement. The scope ofSection 76, Book 2 of the Dutch Civil Code is excluded.
6. Neither party is liable towards the other party for any damage or loss that results from sending viruses and/or from other irregularities and/or corrupted messages received in data traffic.
7. Any liability of the firm for damage or loss resulting from or relating to an attributable failure and/or unlawful act, or that is based on any other legal ground, will be limited to the amount paid or payable in this respect by the firm’s or its associated lawyers’ professional liability insurer, plus any excess payable by the firm under that insurance.
8. The limitations of liability applicable to the firm also apply in favour of the firm’s employees, non-subordinate representatives and auxiliary persons.
9. If the firm’s professional liability insurer does not make payment, for whatever reason, any liability of the firm that may arise for all damage or loss, including consequential loss, will be expressly limited to the amount that the client has paid the firm in respect of the services in the case that resulted in the damage or loss, subject to a maximum of €5,000.00.
10. Any claims by the client lapse twelve months after the date on which the client became aware or reasonably could have become aware of the existence of these claims, other rights or entitlements.
Article 11: Other provisions
1. The applicability of the client’s general terms and conditions is explicitly excluded by the firm.
2. The provisions of the agreement and these general terms and conditions that are explicitly or implicitly intended to remain in force even after the termination of the agreement will remain in force afterwards and continue to be binding on the parties.
3. If the agreement and/or these general terms and conditions contain invalid provisions, this will not result in the invalidity of the other provisions of the agreement and/or these general terms and conditions. The invalid provision will be replaced by a valid provision that approximates the parties’ intentions with regard to the invalid provision as closely as possible.
4. The legal relationship between the parties is governed exclusively by Dutch law.
5. The firm is at any time entitled to amend these general terms and conditions. The amended general terms and conditions will apply to both new and current agreements. The most up-to-date version of the general terms and conditions can be consulted at www.vrfadvocaten.nl and inspected at the firm’s physical address.