General terms and conditions

  1. Smeets Gijbels B.V. is a private limited company incorporated under Dutch law that aims to practise the legal profession. A list of Smeets Gijbels B.V. shareholders, or at least of the persons who hold shares in Smeets Gijbels B.V. through their respective holding companies – also known as partners – will be sent on request.
  2. The clauses in these general terms and conditions apply not only to Smeets Gijbels B.V., but also to all ‘partners’ (as referred to above), all other persons who work for Smeets Gijbels B.V., and any person for whose action or negligence Smeets Gijbels B.V. could be liable.
  3. All instructions are exclusively accepted and carried out by Smeets Gijbels B.V. in that capacity. This also applies if it is the explicit or implicit intention that a specific person carries out an instruction. The applicability of Section 7:404 of the Dutch Civil Code, which contains a rule for the latter case, and of Section 7:407(2) of the Dutch Civil Code, which establishes joint and several liability for cases in which an instruction is given to two or more persons, is expressly excluded.
  4. Smeets Gijbels B.V. is entitled to assign instructions to be carried out under its responsibility to ‘partners’ (as referred to above) and employees of Smeets Gijbels B.V., with the involvement of third parties, where appropriate.
  5. In the execution of the instructions it receives and of all the work it undertakes, as well as in its selection of the persons it engages to carry out said instructions, Smeets Gijbels B.V. shall exercise all appropriate due care. Smeets Gijbels B.V. shall not be liable for failings of these third parties, except in the case of intentional acts or gross negligence on the part of Smeets Gijbels B.V.
  6. If the execution of an instruction by Smeets Gijbels B.V. leads to liability, that liability shall, with due observance of the provisions of Article 5, always be limited to the amount paid out in the case in question by the applicable liability insurance of Smeets Gijbels B.V. plus the amount of the excess to be borne by Smeets Gijbels B.V. in accordance with the applicable insurance policy in the case in question.
  7. If, for whatever reason, no payment is made under the terms of the insurance policy referred to in Article 6, any liability shall be limited to three times the fees charged by Smeets Gijbels B.V. in the case in question in the year in question, up to a maximum of EUR 50,000.
  8. Smeets Gijbels B.V. is authorised to accept any liability limitations of third parties, as referred to in Article 4, on behalf of the client. Any liability of Smeets Gijbels B.V. for a failing of a third party shall be limited to the amount that the client could have received in the event of a direct claim against said third party.
  9. Payment of Smeets Gijbels B.V.’s invoices must be remitted within 15 days of the invoice date, without suspension or set-off. Except in the case of an immediate written objection from the client, Smeets Gijbels B.V. and its ‘Stichting Derdengelden’ (clients’ account) shall be entitled to set off monies received for or from the client against, or to use them to pay, what the client owes Smeets Gijbels B.V. All extrajudicial and judicial costs related to collecting invoice payments shall be borne by the client, plus a minimum of 15% of the amount to be collected. The legal costs shall not be limited to the legal costs related to the settlement, but shall be payable in full by the client if the latter is ruled to be at fault (or predominantly so).
  10. These general terms and conditions have been drawn up in the Dutch and English language. In the event of any dispute about the content or purport of these general terms and conditions, the Dutch text shall be binding. The legal relationship to which these general terms and conditions apply is governed by Dutch law. Any disputes shall be heard by the Rotterdam District Court. If Smeets Gijbels B.V. acts as a claimant, it is authorised to bring the dispute in question before the appropriate foreign or domestic court for the client, in derogation of the aforementioned.
  11. Smeets Gijbels B.V. has the right to change the basic hourly rate and the travel-expense reimbursement allowance it applies for travel by car or train. If any such change entails an increase of more than 10%, or if an increase occurs within three months of the conclusion of the contract between Smeets Gijbels B.V. and the client, the client has the right to cancel the agreement. The right to cancel lapses on the fifteenth day after the invoice date of the first invoice sent to the client after the increase in the basic hourly rate and/or the aforementioned travel-expense reimbursement allowance.

These general terms and conditions have been filed with the registry of the Rotterdam District Court.