General Conditions
1. LOUWERS ADVOCATEN
B.V.
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. AGREEMENT
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. LIABILITY
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. CLIENT'S
OBLIGATIONS
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
THIRD PARTIES
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
COSTS
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. ELECTRONIC
COMMUNICATION
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. MISCELLANEOUS
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.