Version April 2019
GENERAL TERMS AND CONDITIONS BOSSEVANWAATERINGE NOTARIAAT (BVWN)
registered with the Trade Register of the Chamber of Commerce under number 74102516
- BVWN is the trade name of Bosse Notaris Corporate Law (BNCL) B.V. and Van Waateringe Notariaat B.V. BVWN, private limited liability companies (besloten vennootschappen met beperkte aansprakelijkheid), established under Dutch law, registered with the Trade Register of the Chamber of Commerce under numbers 34132011 respectively 63399059.
- These general terms and conditions govern the provision of all services and/or activities by or on behalf of BVWN, regardless of whether those services and/or activities are performed by, candidate or qualified civil-law notaries, legal, paralegal or support staff, or staff members in the functions of administrator, liquidator, executor, arbitrator, advisor with binding authority, mediator or other functions. These general terms and conditions, including but not limited to the limitation of liability, govern all services and/or activities (i) performed by or on the behalf of the civil-law notaries, candidate civil-law notaries and/or notarial assistants who are working for BVWN or by or on the behalf of the practices with corporate personality of those civil-law notaries (ii) performed by or on the behalf of the legal assistants working for BVWN. The applicability of other general terms and conditions, such as those of the client, is explicitly excluded. Under exclusion of the Articles 7:404, 7:407 sub 2 and 7:409 of the Dutch Civil Code, all assignments shall be exclusively accepted and performed by BVWN.
- Any of the following legal and natural persons can invoke these general terms and conditions, including but not limited to the limitation of liability:
– all staff members, former staff members and others who in any way are or were working for, are or were employed by or are/were associated with BVWN, and their heirs and beneficiaries;
– all direct or indirect shareholders, former direct or indirect shareholders, directors, former directors, authorised representatives and former authorised representatives of BVWN, and their heirs and beneficiaries;
– all practices with corporate personality with which BVWN has or has had a management agreement, including their directors and direct and indirect shareholders;
- Every reference to BVWN in these general terms and conditions shall also be a reference to the legal or natural persons in question, as applicable. Where necessary, this clause shall apply as a third-party clause in the sense of Article 6:253 of the Dutch Civil Code with regard to the above-mentioned legal and natural persons, this clause being accepted by BVWN on behalf of these legal and natural persons should the situation arise.
- The use of the term “partner” by persons who are either direct or indirect shareholders in BVWN or are associated with BVWN in another manner, for example as employees, does not alter the fact that these persons act exclusively at the risk and expense of BVWN when performing their activities, and therefore not at their own risk and expense. Consequently, the term “partner” shall not imply any personal liability for that person. These general terms and conditions, including but not limited to the limitation of liability, also apply to all services and/or activities performed by such persons.
- Assignments given to BVWN are performed exclusively for the benefit of the client. Advice given by BVWN to the client shall not be provided to third parties or made available for inspection by such third parties unless BVWN has expressly given prior written consent. Third parties have no rights or claims whatsoever related to the performance of such services.
- The total liability of BVWN and/or the legal and natural persons specified in clauses 2, 3 and/or 4 of these general terms and conditions pursuant to an attributable failure to comply with an agreement, a wrongful act or any other legal grounds shall be limited to the (cumulative) amount that is paid out for the case in question under the professional indemnity insurance policy or policies taken out by BVWN plus the excess that is not at the expense of the insurers under the terms of the insurance policy. Information concerning the said professional indemnity insurance will be made available upon request. If no payment is made under the said insurance for whatever reason, any liability is limited to EUR 50,000 or, if the fee charged by BVWN for the case in question exceeds that amount, to a sum equal to that fee (excluding VAT), up to a maximum of EUR 100,000. Any claim against BVWN and/or against the legal and natural persons specified in clauses 2, 3 and/or 4 of these general terms and conditions shall become time-barred 12 months after the injured party became aware or should have become aware of the harmful act.
- If, in the performance of or in connection with an assignment or otherwise, damages are inflicted on persons or goods for which BVWN or one or more of the legal and natural persons specified in clauses 2, 3 and/or 4 of these general terms and conditions is liable, such liability shall be limited to the amount or amounts to which BVWN is entitled under the general liability insurance policy, including the excess payable by BVWN under the terms of the policy. Information concerning the said general liability insurance will be made available upon request. If no payment is made under the said insurance for whatever reason, any liability is limited to EUR 50,000. Any claim against BVWN and/or against the legal and natural persons specified in clauses 2, 3 and/or 4 of these general terms and conditions shall become time-barred 12 months after the injured party became aware or should have become aware of the harmful act.
- In connection with its services, BVWN is authorised to use the services of third parties, such as attorneys-in-fact, bailiffs, research firms, collection agencies, accountants, tax experts, the land registry, the Chamber of Commerce, law firms and/or notary firms etc. Costs that are associated in any way with the activities performed by the aforementioned third parties for the client shall be charged to the client. BVWN and the legal and natural persons specified in clauses 2, 3 and/or 4 of these general terms and conditions shall not be liable for any failures or wrongful acts by these third parties. It is possible that parties whose services are used in connection with an assignment performed by BVWN may wish to limit their liability in relation thereto. BVWN assumes, and insofar as is necessary hereby stipulates, that all the assignments given by clients to BVWN include the capacity to accept such limitation of liability on the behalf of those clients.
- The exemptions from liability described in these general terms and conditions extend to the liability in connection with the operation of equipment, software, data files, registers or other resources, with no exceptions, by BVWN and/or the legal and natural persons specified in clauses 2, 3 and/or 4 of these general terms and conditions in the performance of the services, as well as the interception of audio and/or data transmissions via telephone, fax or e-mail, insofar as the faulty operation is attributable to BVWN and/or the legal and natural persons specified in clauses 2, 3 and/or 4 of these general terms and conditions. All e-mail, data, audio, fax and telephone transmissions and communications shall not be encrypted unless the client explicitly requests otherwise in writing and in advance.
- The term of payment shall be 14 days after the invoice date. Payment must be made in the manner stated in the invoice. The client renounces the right to appeal for a setoff or suspension of payment. If payment is not made, the client shall be in default by operation of law and shall owe overdue payment interest at a rate equal to the statutory commercial interest rate under Article 6:119 sub a of the Dutch Civil Code. The costs of collection measures shall be charged to the client, with a minimum charge of 10% of the outstanding balance.
- In the event of funds having been entrusted to BVWN on which the notarial practice itself collects credit interest, BVWN shall compensate the person or party on whose account said funds are being kept in custody at an interest rate the level of which BVWN is to fix from time to time, which interest rate shall be market-led.
- BVWN shall at all times be entitled to demand from the client one or more advance payments prior to or in order to continue its provision of services, which advance payments shall be deducted from the amount due. In the event of default in payment, BVWN shall be authorised, after prior notification, not to commence, to suspend, or to cease its activities. Unless explicitly agreed otherwise, the advance payment shall be deducted from the final amount invoiced in the applicable case. BVWN shall also be entitled to set off the advance payment against any other unpaid invoice amounts for that case or for any other of the client’s cases. BVWN is entitled to alter the rates (fees) with effect from a future date.
- BVWN and/or civil-law notary involved is/are entitled, without notice, to remove from its archives and destroy files and the documents contained therein, including documents that are owned by the client or third parties, if 10 years or more have passed after the relevant case, handled by BVWN and/or the attorney and/or civil-law notary involved, has been closed.
- The legal relationship and the services rendered by BVWN and/or the legal and natural persons specified in clauses 2, 3 and/or 4 of these general terms and conditions shall be governed exclusively by Dutch law. Disputes arising from or related to the said legal relationship and/or services shall be exclusively resolved by the competent Dutch court, without prejudice to the authority of the Royal Notarial Professional Organisation.
- These general terms and conditions have been drafted in Dutch and English and have been filed at the office of the Commercial Register of the Chamber of Commerce under number 74102516. The Dutch text of the terms and conditions shall prevail over the English text. These general terms and conditions are available upon request at email@example.com.