Conditions
Our General Terms and Conditions
Our general terms and conditions are honest, direct and open. As short and clear as possible and with as few difficult words as possible. Have you got any ideas on how we can make it even simpler or clearer? Please let us know.
Good to know: our General Terms and Conditions were last amended on March 2021.
- General
1.1 All client instructions are, contrary to and in substitution for Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code (‘DCC’), as well as 7a:1680 of the DCC, exclusively accepted and carried out by LEAN LAWYERS LLP (LEAN), established and situated at the Reactorweg 47 (3542 AD) in Utrecht. LEAN is registered in the Trade Register of the Dutch Chamber of Commerce under number 66879523. LEAN is the sole contractual party of the instructing party or client (Client), even if it is the client’s express or implied intention that instructions will be carried out by one or more specific persons associated with LEAN.
1.2 These Standard Terms and Conditions are applicable to - and form part of - every agreement between LEAN and Client, as well as to agreements resulting therefrom and other acts and legal acts of LEAN with, for or to Client. Once the Standard Terms and Conditions are applicable, they are applicable without further notice of their application to new agreements between the parties and to all extracontractual relations between the parties, in particular tort (;onrechtmatige daad’). Work done by LEAN on behalf of or for the benefit of Client, is also to be understood as falling under the term ‘agreements’ within the meaning of this paragraph.
- Obligations of the parties
2.1 LEAN shall use its best efforts to perform the agreement with Client with the requisite care and expertise. However, LEAN does not guarantee the achievement of the desired result.
2.2 Client is obliged to supply LEAN fully and in a timely fashion with all facts and circumstances that could be of importance for the correct performance of the agreement, as well as all data and information desired by LEAN. Client guarantees the accuracy and completeness of all data and information supplied to LEAN.
- Liability
3.1 As soon as Client discovers, or reasonably should have discovered, a possible ground for a well-founded claim against LEAN, Client is obliged to notify LEAN of the existence of this asserted claim against LEAN. Notification shall take place without delay, in writing and with supporting documents and shall be thoroughly substantiated, on penalty of loss of all right at law. In any event, and without prejudice to Article 6:89 DCC, a claim for damages against LEAN will be unenforceable and will expire, unless LEAN receives written notification thereof no later than one year after the discovery of an event or circumstance that gives or may give rise to that claim. An ‘event’ within the meaning of the preceding sentence is understood to include an act of omission.
3.2 The liability of LEAN is always limited to the sum that in the case in question would be paid on the ground of the professional, or other, indemnity insurance(s) that LEAN must maintain in compliance with compulsory provisions imposed by the Dutch Bar Association (‘Nederlandse Orde van Advocaten’), increased with the sum that the insurance policies classify as excess and for which the insurer is consequently not liable. Should, for whatever reason, no payment be made by any insurer, all liability is limited to twice the sums paid to LEAN in the calendar year in question by Client for the activities carried out on Client’s behalf, with a maximum of EUR 5,000.00 (inclusive of VAT).
3.3 LEAN is never liable for indirect loss, consequential loss or loss of profits. The liability of LEAN never extends beyond what is provided for in these Standard Terms and Conditions, irrespective of whether any claim is based on agreement or any other basis, in particular tort (‘onrechtmatige daad’). The limitation of liability within the meaning of Article 3 is not applicable to intention or gross negligence on the part of LEAN or its employees.
3.4 If persons are engaged to perform work in respect of Client instructions and wish to limit their liability in respect of such work, all client instructions given to LEAN contain the power to accept such limitation of liability also on behalf of Client.
3.5 If the performance of Client instructions necessitates that a person established outside of the Netherlands, who is neither attached to LEAN nor forms part of a common venture entered into by LEAN, is engaged to perform work within the scope of the client instructions given, LEAN is not liable for errors made by such person.
3.6 For this article 3, ‘LEAN’ includes, but is not limited to, every employee or partner from LEAN or other persons who are involved in the execution of Client instructions. When they are held account by Client, these persons may invoke any limitation and/or exemption of liability, based on these terms and conditions or any other legal or contractual provision that LEAN may invoke.
- Customer due diligence and the Act on Prevention of Money Laundering and Terrorist Financing ("Wwft")
4.1 LEAN is obliged by applicable laws and regulations and the rules of conduct applicable to them, among other things, to establish and verify the identity of the Client.
4.2. For services which fall under the Wwft, LEAN is obliged to carry out a more extensive client due diligence. The Client will be informed by LEAN when the Wwft applies asLEAN can only start providing services after the identification and verification procedure has been completed.
4.3 If the Wwft applies, LEAN is obliged to report to the Chamber of Commerce if the information as recorded in the UBO register turns out to be incomplete or incorrect. LEAN is also obliged under certain circumstances to report to the supervisory body/bodies any unusual transactions intended by or on behalf of the Client.
4.4 LEAN and the persons mentioned in article 3.6 are never liable for damage which a Client has suffered, is suffering or will suffer because of or in connection with the rules to be followed by LEAN as mentioned in articles 4.1 up to and including 4.3, even if it turns out that a certain notification was not justified, unless there has been intent and/or gross negligence on the part of LEAN.
4.5 Client indemnifies LEAN and the persons mentioned in article 3.6 against claims from third parties who claim to have suffered damage by or in connection with the rules to be followed by LEAN as mentioned in articles 4.1 up to and including 4.3, even if it turns out that a certain notification was not justified, unless there has been intent and/or gross negligence on the part of LEAN.
- Fees and payment obligations
5.1 LEAN will charge a fee for its work, based in principle on an hourly rate (plus VAT), as well as the incurred costs of third parties. At all times is LEAN entitled to demand an advance payment from Client. LEAN may, partly in connection with its obligations as set out in article 4, charge the Client for the associated investigation costs.
5.2 All invoices issued by LEAN must be paid within 14 days following the invoice date. If Client fails fully to observe the obligations relating to payment owed to LEAN in respect of any Client instructions, then, in derogation from the above, payment must be made immediately. Exceeding the above payment period places Client by operation of law in default and interest is due for delayed payment equal to the then current statutory interest under Article 6:119 DCC. If Client practices a profession, carries on a business or is a legal person, Client is liable, in derogation from the preceding provision, to pay the commercial rate of interest under Article 6:119 a DCC. Client has no right of set-off or suspension of payment. All judicial and extrajudicial costs incurred by LEAN in respect of recovery of its claims are for the account of Client, with a minimum sum equal to 10% of all unpaid invoices.
- Miscellaneous
6.1 LEAN and the Client at any time have the right to end the agreement.
6.2 LEAN is not entitled to rely on these Standard Terms and Conditions to the extent that such reliance is, entirely or in part, not permitted by the Netherlands Bar Council. In such cases LEAN may exercise rights under these Standard Terms and Conditions after first obtaining permission from the Dean (‘Deken’) of the relevant Council of Supervision of the Dutch Bar Association (‘Raad van Toezicht van de Nederlandse Orde van Advocaten’).
6.3 If it transpires that any provision of the agreement appears to be invalid or unenforceable, either entirely or in part, such provision is herewith in such a case replaced by one or more provisions that does or do not suffer from such defect and that, as far as possible, has or have the same effect as the provision or provisions that are invalid or unenforceable. To the extent that this might be necessary, the parties shall in good faith consult on the precise wording of any such substitute provision or provisions.
6.4 Dutch law is exclusively applicable to the Standard Terms and Conditions and the Client instructions. The general conditions of our clients or any third party, if any, do not apply and are expressly rejected. Disputes relating to the creation or performance of the instructions given by the Client to LEAN, shall be resolved in accordance with the Bar Complaints and Disputes Committee procedure (‘Klachten en Geschillencommissie Advocatuur’), the text of which is reproduced on the website of LEAN indicated below. If any dispute between the parties is not suitable for resolution by the above Committee or arises from the way the case was dealt with by the Committee or its judgment, the dispute will be referred for judgment to the competent court in a judicial district in which LEAN has an office. However, in the latter case LEAN is entitled to refer disputes to the competent court in the place of domicile of the Client or, where appropriate, the place where the Client is established.
6.5 Where there is any difference of opinion between the parties as to the content or intent, or both, of these Standard Terms and Conditions, the Dutch language version of these Standard Terms and Conditions prevails and is binding.