1.Sphere of influence of these general conditions
Hein-Willem Leeraar and partners (hereinafter referred to as HWL) offers its services exclusively under applicability of these general conditions. These general conditions can only be deviated from with written permission from HWL.
Partners, employees and co-workers who no longer work for HWL, including their heirs, may also appeal to these general conditions.
2. Contract for professional services
Parties lay down the assignment of client in writing. This written agreement is evidence of what parties have agreed upon if and insofar as client has not refuted content of the confirmation of assignment within eight days.
Client enters into agreement solely with HWL, also if it is the express or tacit intention of client that the agreement is carried out by one or more specific persons connected to HWL’s business.
HWL carries out the agreement exclusively for the benefit of client. Third parties may not derive any rights from HWL’s work. Client indemnifies HWL from claims by third parties who state that they have incurred direct or indirect loss from work carried out by HWL after commission BY and for the benefit of client. As from the signing of the agreement of assignment, HWL may send invoices of work performed to client.
3. Duty of care HWL
HWL will observe duty of care of a good contractor when carrying out his work. HWL will never take on more than an obligation of performing to his best ability. The advice and reports provided by client never have the character of a guarantee.
The risk of errors in information provided by client rests with client at all times. HWL is authorized to deploy third parties when carrying out client’s assignment. These third parties may also appeal to these general conditions.
4. Duty of complaint client
Client must submit a complaint about HWL’s work in writing within fourteen days after the moment that part of or the entire work has been completed. Upon lack of complaint, client is regarded to have carried out the work in accordance with assignment.
Client must have submitted a complaint about an invoice in writing within fourteen days after date of invoice. Upon lack of complaint, client is regarded to have accepted invoice.
5. Interim price increase as a result of government measures
HWL is authorized to on-charge taxes, levies or other costs implemented or increased by government to client after HWL made an offer of services to client or after parties have entered into an agreement of assignment.
6. Payment of HWL’s invoices
Client should pay HWL’s invoice within thirty days after date of invoice by means of crediting the amount of the invoice on one of HWL’s bank account numbers. If client does not pay the invoice within the payment terms, client is in default by operation of law. From then on, client owes HWL a compound interest over the amount of invoice of one per cent per month or per part of the month pro rata.
Client may not deduct nor settle any amount from the invoice. Neither may client postpone payment of HWL’s invoice.
A 6% charge for office costs will be added to all amounts to be invoiced. Engagements and activities that form or could form part of legal proceedings will be billed at a rate identical to the rates charged by the lawyer(s) concerned. The foregoing may be deviated from in mutual consultation, as to be evidenced in the Engagement for the Provision of Services. This Engagement may be concluded in the name of Hein-Willem Leeraar & partners as well as in the name of another service provider. In the latter case, the General Terms and Conditions of Hein-Willem Leeraar & partners will continue to apply in full to the client.
7. Termination of assignment
If client terminates the assignment by cancellation, they owe – irregardless of the reason for cancellation – an hourly fee of EUR 155 per hour worked, exclusive of VAT instead of EUR 139 per hour worked exclusive of VAT, subject to the condition that client owes at least an amount of EUR 3,800 exclusive of VAT.
8. Costs of legal measures
All costs, in and out of court, to be made by HWL in order to obtain payment of an invoice are entirely to the expense of client. These costs amount to at least 15% of the amount of invoice due, with a minimum of EUR 1,500.
9. Liability of HWL
If client incurs loss as a result of any shortcoming in the observance of any obligation from any agreement with client, HWL will never have to compensate any more to the client than the fee that was charged by in the year preceding the shortcoming, unless the shortcoming is a result of evil intent or gross negligence by HWL or by persons that belong to the business management of the business of HWL.
If HWL is temporarily unable to carry out an obligation resulting from an agreement with client, client is not authorized to annul the agreement. After the temporary disposition has disappeared, the HWL will resume the activities agreed upon.
If HWL permanently remains unable to carry out an obligation of agreement with client, HWL will communicate this to client. This notification will cancel the agreement of which the obligation is a result for the future. Client remains obliged to pay for work carried out by HWL for the execution of the agreement.
10. Intellectual property rights
The advice provided by HWL and the calculations, descriptions, models and such made or provided by it remain its (intellectual) property, irregardless of HWL having charged a fee for these. The information that is contained in the work of HWL and/or the information that underlies the calculations, descriptions, models and such, remain the (intellectual) property of HWL, irregardless of HWL having charged a fee for this.
The client assures that the property referred to in clause 1, with the exception of the purpose of carrying out the assignment, will not be copied, presented to third parties, announced or used other than with HWL’s written consent.
Without permission of HWL, client is not permitted to have HWL’s advice performed by one or more third parties. In the event that client violates this prohibition, he immediately forfeits, to the benefit of HWL and without further notice of default, a penalty of EUR 15,000, without prejudice to the right of HWL for compensation of damage incurred or to be incurred by the default of client.
11. Competent judge
All conflicts with regard to the legal relationship(s) between HWL and its clients will be presented to the competent judge in the district of Leeuwarden, unless imperative law designates a different competent judge.
12. Applicable law
To all agreements between HWL and client, Dutch law applies.
13. Sole proprietorship
The legal form of Hein-Willem Leeraar & partners is a sole proprietorship.