General Terms and Conditions
GENERAL TERMS AND CONDITIONS
1. Lobster Lawyers B.V. is a private limited liability company (“besloten vennootschap met beperkte aansprakelijkheid”) organized under the laws of the Netherlands, whose object is to provide legal services and tax advice. The Client is every opposite party of Lobster Lawyers B.V. regarding the performance of the mentioned legal services and tax advice.
2. These general terms and conditions apply to (i) all contracts of assignment under which Lobster Lawyers B.V. is obliged to perform activities; (ii) all contracts arising therefrom and/or relating thereto between Client and Lobster Lawyers B.V. or their respective legal successors; and (iii) all offers and/or proposals made by Lobster Lawyers B.V.
3. Clauses which depart from these terms and conditions shall only apply if and to the extent expressly confirmed in writing by Lobster Lawyers B.V. to Client. If any clause in these general terms and conditions or in the contract is held to be invalid, the remainder of the contract shall remain in force to the extent possible and the invalid clause shall be replaced forthwith in consultation between the parties by a clause which reflects the object of the original clause as closely as possible.
4. All assignments are deemed to have been given to Lobster Lawyers B.V. only, also if I is explicitly or implicitly intended that the assignment is to be performed by a specific affiliated person. Sections 7:404 and 7:407 of the Dutch Civil Code (“Burgerlijk Wetboek”), shall not apply. The term “affiliated person” includes: Lobster Lawyers B.V.’s shareholders and directors, persons working for Lobster Lawyers B.V. and third parties engaged by Lobster Lawyers B.V. to carry out an assignment.
5. Lobster Lawyers B.V. shall carry out the work to the best of its ability and with due professional care. Lobster Lawyers B.V. does not however guarantee the achievement of any intended results. The work shall be performed subject to the rules of professional conduct (“Reglement Beroepsuitoefening”) and the disciplinary rules (“Reglement Tuchtzaken”) of the Dutch Association of Tax Advisers (“Nederlandse Orde van Belastingadviseurs”).
6. Any liability of Lobster Lawyer B.V. is limited to the amount paid out in that specific case under its professional indemnity insurance, increased by the amount of the deductible. However, Lobster Lawyers B.V. shall in no event be liable for:
- Damage suffered by Client or third parties resulting from inaccurate or incomplete data or information supplied by Client to Lobster Lawyers B.V. or from other act or omission by Client;
- Damage suffered by Client or third parties as a result of acts or omissions of auxiliary persons (“hulppersonen”) engaged by Lobster Lawyers B.V. (not including Lobster Lawyers B.V.’s employees), even if such persons are employed by any organization affiliated with Lobster Lawyers B.V.;
- Indirect, special or consequential damages suffered by Client or third parties.
7. Client shall hold harmless and indemnify Lobster Lawyers B.V. against all claims from third parties – including but not limited to shareholders, directors, supervisory directors and employees of Client as well as affiliated legal entities and companies and third parties involved in the organization of Client – arising from or in connection with the work performed by Lobster Lawyers B.V. for Client, unless such claims are due to gross negligence or willful misconduct on the part of Lobster Lawyers B.V.
8. If Lobster Lawyers B.V. engages a third party not affiliated with Lobster Lawyers B.V. to perform an assignment, Lobster Lawyers B.V. shall not be liable vis-à-vis the Client for errors or omissions made by such third party. By giving an instruction to Lobster Lawyers B.V., the Client
authorizes Lobster Lawyers B.V. to accept on behalf of the Client any limitation of liability of third
parties on its behalf.
9. The provisions in these general terms and conditions are made for the benefit not only of Lobster Lawyers B.V., but also of all shareholders and directors, all persons working for Lobster Lawyers B.V. and all third parties engaged by Lobster Lawyers B.V. to carry out an assignment.
10. Client shall pay Lobster Lawyers B.V. a fee and reimburse costs incurred in accordance with Lobster Lawyers B.V.’s usual rates, usual methods of calculation and usual working processes.
11. The payment to Lobster Lawyers B.V. shall be made in Euro’s by deposit or transfer to the bank or giro account stated on the fee note, without any deduction, discount or set-off, within fourteen (14) days of the note date, failing which Client shall be in default. All extra-judicial costs incurred by Lobster Lawyers B.V. in connection with the collection of any amounts owed by Client shall be borne by Client. All costs incurred by Lobster Lawyers B.V. in connection with legal proceedings against Client shall be borne by Client, including any and all costs exceeding the legal costs awarded, unless Lobster Lawyers B.V. is ordered to pay the legal costs as losing party. Lobster Lawyers B.V. reserves the right to request Client to provide for full or partial payment in advance and/or to provide security – even during the performance of an assignment, if the financial position or the payment behaviour of Client in the opinion of Lobster Lawyers B.V. so warrants – failing which Lobster Lawyers B.V. shall be entitled to suspend the performance of its obligations.
12. In the performance of assignments, Lobster Lawyers B.V. may receive monies form clients or third parties. Lobster Lawyers B.V. shall deposit such monies with a bank chosen by Lobster Lawyers B.V. in consultation with interested parties. Lobster Lawyers B.V. shall not be liable if the bank chosen fails to fulfil its obligations.
13. Pursuant to applicable regulations (including the Act on the Prevention of Money Laundering and Financing of Terrorism (“Wet ter voorkoming van witwassen en financiering van terrorisme”), Lobster Lawyers B.V. is under the obligation to establish the identity of its clients and, under certain circumstances, to report unusual transactions to the authorities. By instructing Lobster Lawyers B.V., clients confirm that they are aware of these obligations and, to the extent necessary, consent thereto.
14. Unless these general terms and conditions provide otherwise, any and all claims of Client against Lobster Lawyers B.V. in connection with the performance of the assignment by it, regardless of their nature, shall expire one year after the date Client has become aware of could reasonably have been aware of the existence of such claim.
15. The relationship between Lobster Lawyers B.V. and Client shall be governed by the laws of The Netherlands. Any dispute shall be exclusively submitted to the competent court in Amsterdam, The Netherlands.
These general terms and conditions are available in both the Dutch and English language. In the event of any dispute arising with respect to the contents or purport of these general terms and conditions, the Dutch language version shall prevail.