General terms and conditions
Van Benthem & Keulen B.V. (hereinafter referred to as: 'Van Benthem & Keulen') is a limited liability company whose object is the practice of law as attorneys-at-law and civil-law notaries. In this practice of law, Van Benthem & Keulen may be assisted by persons engaged by it, as direct and indirect representative of the client, in connection with the performance of client assignments.
These general terms and conditions exclusively apply to all services rendered by Van Benthem & Keulen, irrespective of whether or not Van Benthem & Keulen is being compensated for such services. The term 'clients' when used in these conditions, shall also include private individuals and legal entities that make use of the services provided by Van Benthem & Keulen under the 'vanDienst' concept (such as, but not limited to: helpdesk services and the provision of model contracts and model clauses).
All client assignments are deemed to have been given exclusively to Van Benthem & Keulen as an organization, even in the event that it is the explicit or implicit intent that the assignment be performed by a specific person. The operation of Section 7:404 of the Dutch Civil Code, which provides for the latter, and the operation of Section 7:407 subsection 2, which creates a joint and several liability where assignments have been given to two or more persons, shall not apply. In addition, these conditions shall apply to the use of the software applications made available by Van Benthem & Keulen, for example the Transition App.
In the unlikely event that when carrying out a client assignment, an event should occur which may lead to a liability, such liability shall be limited to the amount or amounts indemnified by Van Benthem & Keulen’s professional liability insurance. Such amount(s) shall include Van Benthem & Keulen’s deductible as stated under this insurance. This event shall also include a failure to act. The applicable rules governing professional ethics and conduct of the notarial profession include minimum standards the insurance has to comply with.
In the event that, by or in connection with the performance of a client assignment or otherwise, damage, for which Van Benthem & Keulen is liable, is caused to persons or property, such liability shall be limited to the amount or amounts covered by Van Benthem & Keulen’s corporate liability insurance (AVB). Such amount(s) shall include Van Benthem & Keulen’s deductible as stated under this insurance.
If for any reason whatsoever no benefits are payable under said insurance, liability is limited to twice the amount paid in the relevant case, in the relevant calendar year by the client (exclusive of VAT), but only up to a maximum of EUR 100,000. A limitation of liability within the meaning of this article does not apply to loss or damage resulting from deliberate recklessness ('bewuste roekeloosheid') or intentional breach (‘opzettelijke tekortkoming’) on the part of Van Benthem & Keulen, its attorneys or civil-law notaries.
Claims for damages shall expire after a period of one year from the day following the day on which the client became aware of the damages and Van Benthem & Keulen as the liable party.
If Van Benthem & Keulen engages a person or legal entity not associated with Van Benthem & Keulen to perform an assignment from the client, Van Benthem & Keulen shall not be liable vis-à-vis the client for any errors or omissions made by such person or legal entity. In the event the aforementioned person or legal entity is engaged by Van Benthem & Keulen on behalf of the client whilst acting as a direct or indirect representative ('middellijk of onmiddellijk vertegenwoordiger'), of the client, the client herewith authorizes Van Benthem & Keulen to accept on its behalf a limitation of liability stipulated by such person of legal entity.
Pursuant to applicable regulatory legislation, regulations and rules of conduct (including under certain circumstances the Money Laundering and Terrorist Financing (Prevention) Act (‘Wwft’), Van Benthem & Keulen is obliged to determine and verify the identity of its clients (and in certain cases: of the client’s representative and the ultimate interested party). Van Benthem & Keulen accepts the assignment from the client subject to the resolutive condition that the identity of the client can be determined and verified. If the Wwft applies, Van Benthem & Keulen is obliged to report certain unusual transactions performed or intended by or for the client to the competent authorities under certain circumstances. In certain cases, the Wwft prohibits Van Benthem & Keulen from informing the client about (the intention to) report. By instructing Van Benthem & Keulen, a client therewith confirms its awareness of such obligation on the part of Van Benthem & Keulen and gives its permission thereto insofar as is required.
Unless the client and Van Benthem & Keulen have agreed upon a fixed fee or upon remuneration that is (partly) dependent of the result of the services, all fees for the activities of Van Benthem & Keulen will be invoiced on the basis of subsequent calculation, based on the applicable hourly rates plus VAT. The individual hourly rate has partly been determined on the basis of the seniority of the relevant attorney and may be increased during the duration of the assignment on the basis of an increase in years of experience.
Annually, as per 1 January, the rates will be adjusted. This will take place with observation also of the price index for business services.
In addition, expenses will be charged on by Van Benthem & Keulen as incurred during the performance of an assignment, such as court fees, translation costs and bailiff’s costs.
As a rule, the client will receive a fee statement shortly after the end of each calendar month pertaining to the activities until that moment. However, depending on the extent of the activities, a fee statement may also be forwarded after a longer period of time unless otherwise agreed. Invoices must always be paid within thirty calendar days of the invoice date, unless otherwise agreed in writing.
Van Benthem & Keulen offers its services under the so called 'vanDienst'-concept on the basis of the fair use principal. Misuse of these services entitles Van Benthem & Keulen to discontinue the provision of these services and Van Benthem & Keulen reserves the right to do so. To the provision of model contracts by Van Benthem & Keulen, either through its website or otherwise, the following conditions shall apply. The model contracts enable the user, if so required after making alterations to it, to draft contracts. Although Van Benthem & Keulen exercises proper care to keep its model contracts up to date, it cannot guarantee that the latest developments in the field of legislation or case law have been implemented. Van Benthem & Keulen further underlines that due to certain situations and/or circumstances, the model contracts may be not, or less, suitable in certain aspects for the specific use intended by the user; the model contracts are merely intended to serve as examples. Therefore, Van Benthem & Keulen does not guarantee that the model contracts are always suitable for the specific purpose for which it is used. The use of model contracts is at the user’s own risk. Van Benthem & Keulen cannot be held liable for any loss or damage as a consequence of, or connected with, the use of model contracts.
Van Benthem & Keulen is the data controller within the meaning of the General Data Protection Regulation (hereinafter referred to as: ‘GDPR’) for the personal data it receives from clients within the context of its services. Unless stated otherwise, Van Benthem & Keulen will only process these personal data for the purpose of providing services and in order to comply with its legal obligations. The client guarantees that the GDPR and other legislation in the field of personal data protection will not be violated by the provision of the personal data to Van Benthem & Keulen in the context of the provision of services. The client will inform Van Benthem & Keulen immediately if personal data are no longer correct and must be rectified and/or deleted. The client will inform those concerned, to the extent required by law, about the processing of the personal data by Van Benthem & Keulen in accordance with the GDPR and other applicable legislation, in accordance with the privacy statement on the website of Van Benthem & Keulen. In the event of an infringement in connection with personal data which must be reported to the party concerned by Van Benthem & Keulen, pursuant to article 34 of the GDPR, the client will inform the party concerned at Van Benthem & Keulen’s first request and in accordance with Van Benthem & Keulen’s reasonable instructions. The client indemnifies Van Benthem & Keulen against, and compensates Van Benthem & Keulen for, (i) all loss or damage; and (ii) penalties imposed on Van Benthem & Keulen by regulators in connection with a failure in the performance of one or more obligations of the client arising from this article, the GDPR and/or other legislation in the field of personal data protection.
Van Benthem & Keulen operates a complaints procedure to which clients can apply, without prejudice to the right of clients in the event of notarial services to appeal to the disputes committee referred to in article 19. This procedure has been published on the website of Van Benthem & Keulen, www.vbk.nl.
The relationship between Van Benthem & Keulen and its clients shall be governed by Dutch law. The Midden-Nederland District Court, location Utrecht, shall have exclusive jurisdiction over any dispute arising between Van Benthem & Keulen and a client, with the exception of notarial services, in which case the provisions of article 19 apply.
These General Terms and Conditions may be invoked not only by Van Benthem & Keulen but also by any person engaged in the performance of a client assignment. The same shall apply to former employees, including their heirs, if they are held liable after they have left Van Benthem & Keulen.
These General Terms and Conditions shall also apply to any supplemental and further client assignments, even if no further reference is made to their applicability. The General Terms and Conditions are available in the Dutch, English and German language. In the event of any (dispute arising as to) inconsistency between the Dutch texts and one of these General Terms and Conditions, the Dutch language version shall prevail.
If a client is a natural person who does not act in the course of a profession or a business, the following provisions of these General Terms and Conditions do not apply: the automatic price revision referred to under 7 if this takes place within three months after the conclusion of the agreement, the designation of the Midden-Nederland District Court as the competent court as referred to under 11.
In the event of notarial services the following provisions apply in addition to the above provisions:
The civil-law notary shall comply with all existing rules governing professional ethics and conduct. An explanation of these rules can be found in the consumer brochure (in Dutch) ‘Spelregels voor notaris en consument’ [rules of play for the civil-law notary and the consumer], drawn up by the KNB [Royal Dutch Association of Civil-law Notaries] in consultation with the Consumers’ Association and the VEH [Association of (Prospective) Homeowners]. This brochure can be found at www.knb.nl and will be provided on request.
The civil-law notary will inform the clients in a clear and timely manner about the financial consequences of engaging his services.
The civil-law notary will inform the clients in a timely manner when more costs will be charged than agreed upon.
The civil-law notary may not charge the costs of his activities to another assignment, another part of the assignment or to a party other than the client.
The provision of services and any claims for liability shall be governed by Dutch law. The Dutch Court or disputes committee shall have exclusive jurisdiction over any dispute arising.
Van Benthem & Keulen B.V. has its registered office in Utrecht and registered with the Commercial Register of the Chamber of Commerce under number 30241317.