General Terms and Conditions GMW lawyers B.V. in The Hague
(in the event of any differences between the English text and the Dutch text of these General Terms and Conditions, the Dutch text shall prevail)
1. Applicability
1.1 GMW advocaten B.V. (“GMW lawyers”) is a private limited company. It trades under the name GMW lawyers
1.2 These general terms and conditions apply to every contract for services and every other legal relationship between GMW lawyers and a client in which GMW lawyers performs or will perform work. These general terms and conditions also apply to additional and follow-up assignments.
1.3 These general terms and conditions have also been drawn up and stipulated for the benefit of the directors and shareholders of GMW lawyers, the directors of those shareholders, the directors of the third-party funds foundation associated with GMW lawyers, and all persons who work or have worked for GMW lawyers, whether as a partner, employee, adviser, third-party contractor, or in any other capacity, and/or all (legal) persons for whose actions GMW lawyers is legally liable.
1.4 GMW lawyers is entitled to amend these general terms and conditions at any time. Amended general terms and conditions shall apply to new agreements and to existing agreements to the extent permitted by law. The most up-to-date version of these general terms and conditions can be found on the GMW lawyers website.
2. Assignment
2.1 A contract for services is concluded once the assignment has been accepted by GMW lawyers. GMW lawyers may only be represented by its directors and by lawyers and other staff members affiliated with the firm who have been authorised in writing to do so.
2.2 All services are provided on the basis of a contract for services concluded with GMW lawyers, unless otherwise agreed in writing in advance.
2.3 Only the lawyers of GMW lawyers are authorised to enter into contracts for services on its behalf. All contracts for services are entered into exclusively with and performed by GMW lawyers, even if it is intended that the assignment will be carried out by a specific person associated with GMW lawyers. Sections 7:404 and 7:407(2) of the Dutch Civil Code are excluded.
2.4 GMW lawyers shall carry out the assignment exclusively for the benefit of the client. Third parties may not derive any rights from the assignment or from the work performed in that context. The client indemnifies GMW lawyers against claims by third parties, including the reasonable costs of legal assistance associated therewith, unless there is intent or gross negligence on the part of GMW lawyers.
2.5 The client agrees that GMW lawyers may, if necessary, have the assignment carried out by third parties. Where third parties are engaged, GMW lawyers will, where possible, consult with the client in advance. GMW lawyers is entitled to accept any limitations of liability on the part of third parties on behalf of the client. GMW lawyers shall not be liable for any loss or damage arising from the acts or omissions of third parties engaged by it, except to the extent that mandatory law provides otherwise.
3. Confidentiality
3.1 The parties shall keep the engagement and all information of which they become aware in connection therewith confidential.
3.2 Each party shall take reasonable measures to ensure that persons associated with it observe the same confidentiality.
3.3 The provisions of this article do not apply insofar as disclosure is required by law, a professional rule, a binding ruling by a court or a government body, or insofar as disclosure is reasonably necessary for the performance of the engagement.
4. Fees and disbursements
4.1 The client shall owe GMW lawyers a fee for the performance of an assignment, plus disbursements, 6% office costs and, where applicable, VAT.
4.2 Unless otherwise agreed, the fee is calculated on the basis of the number of hours worked multiplied by the hourly rate agreed or applicable for the assignment in question and any follow-up assignments. GMW lawyers is entitled to adjust the hourly rates annually, including during the term of the assignment.
4.3 GMW lawyers will, in principle, issue invoices on a monthly basis, unless the assignment gives rise to a different invoicing frequency. Work performed may be invoiced in the interim if the performance of the agreement extends over a period longer than one month.
4.4 GMW lawyers may require the client to pay an advance before work commences. In addition, GMW lawyers may require a supplementary advance if invoices are not paid on time, if it is likely that invoices will not be paid on time, or if the scope of the work to be performed gives cause to do so. The advance payment will be set off against the final invoice at the end of the assignment. Notwithstanding any advance payment made, the client must settle interim invoices.
4.5 Disbursements are the actual costs incurred by GMW lawyers on behalf of the client, such as bailiff’s fees, court fees, costs of extracts and travel expenses. GMW lawyers may require an advance payment for these disbursements. In cases based on legal aid, the provisions of this article apply only insofar as the costs are to be borne by the client in accordance with the legal aid decision issued.
5. Payment
5.1 Invoices from GMW lawyers are immediately due and payable, on the understanding that GMW lawyers applies a payment term of 14 days. Advance invoices must be paid immediately. GMW lawyers is entitled to suspend the commencement or continuation of the work until the advance invoice has been paid.
In the event of late payment, the client shall, without further notice of default, be in default and liable to reimburse the extrajudicial collection costs, with a minimum of 15% of the outstanding invoice amount, as well as the applicable statutory commercial interest. Insofar as the client is a consumer, the mandatory statutory rules on collection costs and interest shall apply.
5.2 The client agrees that GMW lawyers may set off its invoices against any third-party funds held or to be received by GMW lawyers or the foundation affiliated with it on behalf of the client.
5.3 The client is not entitled to suspend or set off payment of amounts owed to GMW lawyers, insofar as mandatory law does not prevent this.
5.4 If the client designates a third party to settle the invoices, the client remains jointly and severally liable with that third party for payment of the invoices.
5.5 GMW Avocaten may charge the client for the use of the escrow account held by the escrow foundation affiliated with GMW lawyers. If the bank pays positive interest, this will be passed on to the client or the entitled party if and insofar as the amount remains in the relevant account for more than five days. If the bank charges negative interest and/or costs, GMW lawyers is entitled to pass on these negative interest charges and/or costs to the client or the entitled party. By placing the instruction, the client agrees to this.
6. Wwft, GDPR and digital communication
6.1 Pursuant to applicable regulations, GMW lawyers is obliged, amongst other things, to establish the client’s identity, to ascertain whether any unusual transactions have been carried out or are intended, and, if necessary, to notify the relevant authorities of such transactions, without informing the client thereof insofar as the law prohibits this.
6.2 The client shall provide all information necessary for this purpose.
6.3 GMW lawyers may process, store and share the client’s (personal) data with persons within the GMW lawyers organisation to the extent necessary for the handling of the engagement and for client relationship management, in compliance with applicable data protection legislation.
6.4 The client agrees that GMW lawyers may use digital means of communication and services, whether or not provided by third parties, including cloud services for the storage and transfer of data. GMW lawyers shall exercise the care that may reasonably be expected of it in securing data. GMW lawyers shall not be liable for any loss of data or unauthorised access to data arising despite the care exercised by GMW lawyers, nor for any loss of data or unauthorised access arising during the transmission of data over public networks or during the use of third-party networks and systems, except in cases of wilful misconduct or gross negligence.
7. Archiving
7.1 GMW lawyers retains electronic and paper files for at least the statutory retention period. Upon expiry of that period, GMW lawyers is entitled to destroy the files without further notice to the client.
8. Complaints
8.1 The internal complaints procedure applies to the services provided by GMW lawyers. This is published on www.gmw.nl and will be sent on request.
8.2 In the event of a claim for liability by a client, this must be addressed in writing to the board of GMW lawyers.
9. Liability
9.1 If, in the course of carrying out an assignment, an event occurs as a result of an act or omission that gives rise to liability on the part of GMW lawyers towards the client and/or third parties, such liability shall in all cases be limited to the amount covered by the professional indemnity insurance taken out by GMW lawyers in the relevant case, plus the excess borne by GMW lawyers in connection with that insurance. Information regarding the professional indemnity insurance will be provided upon request.
9.2 Liability for indirect damage and consequential damage is excluded in all circumstances, to the extent permitted by mandatory law.
9.3 If and insofar as, for whatever reason, no payment is made under the professional indemnity insurance taken out by GMW lawyers, any liability shall be limited to the amount of the fee charged by GMW lawyers to the client in the relevant case in the relevant year, with a maximum of EUR 50,000 and limited to EUR 25,000 in respect of third parties.
9.4 The limitations of liability also apply in the event that, notwithstanding Article 2.4, GMW lawyers is liable for mal s by third parties engaged by GMW lawyers or for the malfunctioning of equipment, software, data files, registers or other items used by GMW lawyers in the performance of the agreement.
9.5 The client is only entitled to claim against GMW lawyers up to the limited amount specified in this clause. Any liability whatsoever on the part of persons associated with GMW lawyers is excluded. In these general terms and conditions, ‘persons associated with GMW lawyers’ shall also be understood to mean: former, current and future employees, lawyers and (indirect) directors of GMW lawyers and directors of the practice partnerships in which certain lawyers carry out their work. This third-party clause is irrevocable and is stipulated for the benefit of the aforementioned (legal) persons and their universal successors, who may invoke it at any time.
9.6 Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, any claim by the client against GMW lawyers shall lapse if the client has not submitted that claim to GMW lawyers in writing, stating the grounds, within one year of the facts on which the claim is based becoming known to the client or reasonably having been known to the client. If the client is acting as a consumer, the provisions of this clause shall apply only insofar as they do not conflict with mandatory law.
9.7 The client indemnifies GMW lawyers against all claims by third parties arising from or in any way connected with the work carried out for the client.
10. Applicable law and disputes
10.1 All legal relationships between GMW lawyers and the client are governed by Dutch law.
10.2 All disputes arising from or relating to the agreement shall be submitted exclusively to the competent court in the user’s place of business, unless mandatory law provides otherwise. If the other party acts as a consumer, they shall remain entitled, for a period of one month after the user has invoked this clause in writing, to opt for the dispute to be settled by the court having jurisdiction under the law.
11. Language
11.1 These general terms and conditions have been drawn up in Dutch and English. In the event of any discrepancy between the English and Dutch texts, the Dutch text shall prevail.