1. LOUWERS ADVOCATEN
1.1 Louwers Advocaten B.V. (also trading under the name "Louwers IP|Technology Advocaten"; hereinafter to be referred to as: Louwers Advocaten) is a limited liability company incorporated under Dutch law whose purpose is the pursuit of the legal profession. A list of the persons holding shares in Louwers Advocaten through their holding companies (also called "Partners") will be provided on request.
1.2 The clauses in these general conditions have been included not only for the benefit of Louwers Advocaten, but also for the benefit of all the "Partners" (as referred to above) and all other persons working for Louwers Advocaten and all persons engaged by Louwers Advocaten in the execution of any instructions and all persons for whose acts or omissions Louwers Advocaten could be liable.
2.1 A contract for professional services shall be formed with Louwers Advocaten only. This applies even if the client's explicit or tacit intention was that the instructions be carried out by a specific person. The effect of Article 7:404 of the Dutch Civil Code (Burgerlijk Wetboek) which contains rules for the latter case, and the effect of Article 7:407(2) of the Dutch Civil Code, which establishes several liability in cases in which instructions are given to two or more persons, are excluded.
2.2 Louwers Advocaten is free to arrange for instructions to be carried out under its responsibility by the Partners and members of staff of Louwers Advocaten to be nominated by it, with the engagement of third parties as the occasion arises.
2.3 Either party may terminate the agreement, if so desired with immediate effect, by giving notice of termination. The client is obliged to pay the fees and costs relating to the services until the moment of termination.
3.1 If the carrying out of instructions by Louwers Advocaten leads to liability, this liability shall always be limited to the amount paid out in the case concerned under the relevant liability insurance of Louwers Advocaten, plus the deductible that is for Louwers Advocaten's own account under the relevant insurance policy in the case concerned. The content and conditions of the professional liability insurance exceed the requirements set in this respect by the Netherlands Bar (Nederlandse Orde van Advocaten). A copy of the current professional liability policy will be sent to you on request.
3.2 If no payment should take place for any reason under the insurance policy referred to in 3.1, any liability is limited to the amount invoiced and paid by the client in the matter concerned in the then current calendar year, to a maximum amount of €150,000 (one hundred and fifty thousand Euro).
3.3 If - other than by or in connection with the performance of an assignment of a client - damage or personal injury is inflicted on persons or goods for which Louwers Advocaten is liable, such liability shall always be limited to the amount or amounts paid out in the case concerned under the relevant general company liability insurance policy (AVB) of Louwers Advocaten, plus the deductible that is for Louwers Advocaten's own account under the relevant insurance policy in the case concerned.
3.4 The instructions that have been given shall be carried out exclusively for the client. Third parties cannot derive any rights from the content of the work carried out.
3.5 All claims of a client will lapse upon expiry of twelve (12) months after the performance of the services which are the basis for the claims concerned.
4.1 If the client allows a third party to take cognizance of the content of the work carried out by Louwers Advocaten for the benefit of the client, the client shall bring these general conditions to the attention of the third party and ensure that they are also accepted by this third party.
4.2 The client indemnifies and holds harmless Louwers Advocaten and its auxiliary persons against claims by third parties who claim that they have suffered damage as a result of or in connection with the work carried out by Louwers Advocaten on behalf of the client or against claims by third parties who claim that they have suffered damage as a result of a disclosure mistakenly made by Louwers Advocaten or its Partners or one of its employees or other auxiliary persons under the Dutch Disclosure of Unusual Transactions (Financial Services) Act (Wet Melding Ongebruikelijke Transacties), except in cases of intent or wilful recklessness on the part of Louwers Advocaten.
4.3 Payment of Louwers Advocaten's invoices shall take place within 15 days of the invoice date, without suspension or set off. Except if the client protests promptly upon receipt of Louwers Advocaten's invoice, Louwers Advocaten and its third-party account foundation ("Stichting Derdengelden Louwers Advocaten") are entitled to set off monies received for or from the client against, or use them in payment of, whatever the client owes Louwers Advocaten.
4.4 All judicial or extrajudicial costs connected with the collection of outstanding amounts - with a minimum of 15% over and above the amount to be collected - shall be for the client's account. Judicial costs are not limited to the nominal costs of the procedure awarded by the court, but shall be for the account of the client in full if it is judged to be in the wrong (to a preponderant degree).
5. ENGAGEMENT OF
5.1 Wherever possible and within reason, Louwers Advocaten will make its choice of third parties to be engaged in a case in consultation with the client and under observance of due care and attention. Louwers Advocaten cannot be held liable for the choice for such a third party or for defaults on the part of such a third party, except in the case of wilful intent or gross negligence on the part of Louwers Advocaten.
5.2 To the extent that such third parties wish to limit their liability in connection with the carrying out of instructions from the client, Louwers Advocaten shall have the authority to accept such a limitation of liability on behalf of the client.
6. FEES AND
6.1 Louwers Advocaten shall charge the client for all costs which are not included in its fees, such as (but not limited to) travel expense, court fees, fees and costs of court representatives, costs for couriers, translation costs and in general the costs of third parties engaged in the interest of the client in the matter concerned.
6.2 Louwers Advocaten is entitled to invoice an advance payment from the client and only start its services after receipt of the aforementioned advance payment. This advance payment shall be compensated with the final invoice in the matter to which advance payment relates.
6.3 Louwers Advocaten is entitled to amend its basic hourly fee and travel expenses. If the amendment involves an increase of the basic hourly fee with more than 10%, or if such an increase takes place within three months of the assignment coming into effect without the client being informed of such increase, the client shall be entitled to dissolve the agreement. The right to dissolve lapses on the 15th day after the invoice date of the first invoice sent to the client after the increase of the basic hourly fee.
7.1 In the event that the client and Louwers Advocaten engage in communication through electronic means, including (without limitation) email and other forms of data transmission, both parties shall adopt standard means of virus protection.
7.2 Neither party shall be liable vis-à-vis the other party for any damage resulting from the transmission of viruses and/or other irregularities in electronic communication, and/or for messages or data, which are not received or received in non-correct or damaged format.
7.3 The transmission of emails and other forms of data transmission shall be non-encrypted unless the client, with respect to any specific message, has requested the usage of encryption means currently in use with Louwers Advocaten.
8.1 Exclusively Dutch law applies to all agreements between the client and Louwers Advocaten.
8.2 Disputes shall be settled exclusively by the competent court in the court district in 's-Hertogenbosch, the Netherlands. Nevertheless, Louwers Advocaten has the right to submit disputes to the competent court in the client's place of domicile.
8.3 The applicability of other general conditions, such as general purchasing conditions of the client, are expressly rejected.
8.4 These general conditions have been drawn up in Dutch language and in various other languages. The Dutch text shall be binding in the event of any difference in content or tenor.