Art. 1. General 1. These general terms and conditions (the “General Terms and Conditions” or “T&C’s”) apply to all offers, quotations and agreements, between AMST Legal Services B.V. (including AMST Legal Services Filial located in Sweden), hereinafter referred to as the “Contractor” or “AMST Legal Services”, and a client (hereinafter referred to as the “Client” and together with the Contractor the “Parties“). Deviations from the T&C’s can only be agreed in writing between Parties. 2. The T&C’s are stipulated on behalf of any third party who, whether or not in employment, is engaged in the execution of any agreement or who is or may be liable in connection therewith. 3. Any T&C’s used by the Client are expressly declared inapplicable by the Contractor in advance, unless agreed otherwise by the Parties in writing.
Art. 2. Offers and quotations 1. The offers and quotations sent by the Contractor (or a party with which the Contractor cooperates) are without obligation until the Client confirms these offers/quotations in writing within the validity period of 30 days. 2. The rates and prices in offers and quotations are exclusive of VAT, unless indicated otherwise in writing by the Contractor.
Art. 3. Commencement and duration of the agreement 1. The agreement is concluded and commences at the moment that the offer or quotation confirmed by the Client has been received back by the Contractor. 2. In case the agreement is entered into for a definite period of time, the agreement will end by operation of law after the expiry of the agreed term, unless the Parties agree otherwise in writing no later than one month before the end of the contract period. 4. If the agreement is not entered into for a definite period of time, but for the provision of a specific service as agreed by Parties in writing, the agreement will end by operation of law as soon as the service has been performed.
Art. 4. Client’s data 1. The Client will provide all data and documents that the Contractor, in its opinion, needs for the performance of the assignment, or which the Client should reasonably understand to be necessary for the performance of the assignment, in a timely manner in the form provided by the Client. 2. The Contractor has the right to suspend the execution of the assignment until the Client has fulfilled the obligation referred to in Art. 4.1 and/or to charge additional costs resulting from the delay in providing the necessary documents. 3. At the request of the Client, the documents made available, as agreed in Art. 16, will be returned to the Client.
Art. 5. Execution of the assignment 1. The Contractor will carry out the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 2. With the agreement, the Contractor undertakes a commercially reasonable effort to carry out the agreement and therefore does not guarantee the achievement of the intended result. 3. The Contractor will, if possible, take into account the timely indicated and justified wishes of the Client regarding the execution of the assignment. The Contractor determines the manner in which the assignment granted is carried out. 4. If and insofar as required for proper execution of the agreement, the Contractor has the right to have certain activities performed by third parties. The Contractor will consult with the Client about the engagement of third parties, if this is reasonably possible and in any case exercise due care when selecting third parties. 5. Unless expressly accepted in writing by the Contractor, Parties other than the Client may not rely on the result of the work performed for the Client or the execution thereof, and they cannot derive any rights therefrom.
Art. 6. Amendment of the assignment/agreement 1. If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement the assignment and/or to change the term of the agreement, the Parties will mutually agree to amend the agreement accordingly.
Art. 7. Confidentiality 1. Both Parties are obliged to maintain the confidentiality of all confidential information and data that they have obtained from each other in the context of their agreement. The Contractor is also obliged to maintain confidentiality of the results obtained by processing the confidential information made available by the Client. The obligations of the Contractor also apply to the according to Art. 5 paragraph 4 third parties engaged by the Contractor (with the knowledge of the Client). Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information. This secrecy does not apply insofar as legal or professional regulations and authorities impose an information obligation on the Contractor.
Art. 8. Intellectual property 1. The Client is not permitted to reproduce products produced by the Contractor, including reports, working methods, advice, designs, (model) contracts, system designs and other intellectual products, without the prior written consent of the Contractor. This prohibition does not apply to the Client’s own use of the documents for his own company, excluding its affiliates. 2. The Contractor reserves the right to use the knowledge gained through the performance of the work for other purposes, on the express condition that no confidential information is disclosed to third parties.
Art. 9. Force majeure If the Contractor cannot, in a timely manner or properly fulfil its obligations under the agreement as a result of external causes and circumstances, foreseen or unforeseen, which cannot reasonably be attributed to the Contractor, those obligations will be suspended until the moment that the Contractor is able to comply with these in the agreed manner. Strikes, stagnation in the regular course of business within Contractor’s company, including due to incapacity for work or the serious illness or death of the person carrying out the assignment, and a general lack of goods or services required for the achievement of the agreed performance are included under force majeure.
Art. 10. Fee 1. When the agreement is concluded, the Parties can agree on a fixed fee or agree that the fee will be calculated based on hours actually spent and the rates stated in the agreement. The agreement also states whether office costs are included or will be charged separately. 2. The Contractor’s fee does not depend on the outcome of the assignment and is calculated to the extent that the Contractor has performed work for the Client or according to the terms agreed in the agreement. 3. The Contractor may at all times request a reasonable advance (whether or not additional) for the fee and the costs not included in the fee. 4. The fees and any additional costs will be charged to the Client on a monthly basis, unless otherwise agreed in the agreement. 5. The fees and any additional costs are exclusive of VAT and will be charged to the Client plus any applicable sales tax due. 6. The Contractor is entitled to adjust the fee annually.
Art. 11. Payment 1. The Client will pay the Contractor for the invoice(s) as referred to in Art. 10.4, within 14 days of the invoice date. Payment must be made in the currency in which the invoice was made, by transferring the amount due to the Contractor’s bank account stipulated on the invoice. Payment of an advance as referred to in Art. 10.3 must be made at the latest within 3 working days of the date of the applicable invoice. 2. In the event of non-payment or incomplete payment, the Client will be in default by operation of law after the expiry of the term referred to in the first paragraph and the Contractor will be entitled, without further demand or notice of default, to charge the statutory interest to the Client from the due date until the date of full payment, all this without prejudice to the further rights that the Contractor has. 3. If the Client fails to fulfil one or more obligations towards the Contractor, all reasonable costs incurred in obtaining payment – in and out of court – will be borne by the Client, whereby the extrajudicial costs amount to 15% of the invoice amount with a minimum of € 200.- The Client is not entitled to suspend and/or set off its (payment) obligations towards the Contractor. If the Client is a consumer not acting in the performance of a profession or business, the extrajudicial collection costs will not exceed the rate as determined in the Decree on compensation for extrajudicial collection costs (BIK). 4. In the event of liquidation, bankruptcy, dissolution, actual business termination or suspension of payment of the Client, the Contractor’s claims are immediately due and payable. 5. In the event of an assignment given jointly, the Clients are jointly and severally liable for payment of the invoice amount, insofar as the work has been performed for the benefit of the joint Clients, regardless of the name of the invoice.
Art. 12. Complaints 1. Complaints about an invoice must be made in writing detailing the exact complaint and within 30 days of the invoice date, after which time it will lose the right to dispute the invoice. 2. Complaints about the work performed regarding the assignment must be made in writing, within 30 days after discovery of the defect or no later than 30 days after termination of the agreement in question. 3. A complaint does not suspend the Client’s payment obligation. 4. The Contractor will only be liable within the limits of Art. 13.
Art. 13. Liability 1. To the extent permitted by law, the Contractor’s total, cumulative liability arising out of or related to the agreement and the services provided under it, will be limited to the amounts paid by the Client in the last six months before the claim. Multiple claims will not enlarge this limit. 2. The Contractor is not liable for damage of whatever nature caused by the fact that the Contractor relied on incorrect and/or incomplete information provided by or on behalf of the Client. 3. The Contractor is not liable for shortcomings in the work of third parties engaged by the Client on the advice of the Contractor. 4. Parties are never liable for lost profits (direct or indirect), loss or use of data, indirect damage, including stagnation in the course of business of Parties, lost savings and consequential damage, in any way related to or caused by the performance of the work by Contractor. 5. The Client indemnifies the Contractor against all claims from third parties that are directly or indirectly related to the agreement. 6. The limitations of liability included in these T&C’s do not apply if the damage is due to intent or gross negligence.
Art. 14. Termination 1. In the event of liquidation, bankruptcy, dissolution, actual business termination or suspension of payment of the Client, the Contractor may terminate the agreement with immediate effect without stating reasons. 2. The Contractor has the right to terminate the agreement with immediate effect and without judicial intervention if the Client fails to comply with the obligations laid down in the agreement and these T&C’s, unless the Client, after notice, has fulfilled such obligations within 14 days after the notice from Contractor. 3. A termination notice must be made in writing. 4. If the agreement ends before the assignment has been completed, the provisions of Art. 10.2 applies. 5. If the Contractor terminates the agreement for the reasons stated in Art. 14.1 and 14.2, the Contractor is not obliged to pay any compensation to the Client.
Art. 15. Right of suspension 1. The Contractor is authorized to suspend the fulfilment of all its obligations, including the performance of work and the delivery of documents or other items to the Client or third parties, until all due and payable claims against the Client have been paid in full. The Contractor is not liable for any damage, of whatever nature, resulting from such a suspension for the Client or third parties.
Art. 16. Privacy clause 1. AMST Legal Services will make every effort to comply with all relevant laws and regulations with regard to the processing of personal data, that was made available to it. AMST Legal Services will not process more personal data than is necessary for the purpose(s) for which this personal data is requested. 2. In the event of processing of personal data of the Client by AMST Legal Services, that is linked to the agreement, the processing of personal data will only take place if the purposes are related to the use of the agreement. When performing services for the Client under and pursuant to the agreement, AMST Legal Services will only process personal data if it has an (explicit) purpose for processing the requested personal data. Other purposes can be used both when handling files and when providing services in the context of agreements, if clients have given explicit written permission for the use of the personal data. 3. Clients will ensure that they do not provide more personal data to AMST Legal Services than is reasonably necessary for the performance of the services. If it is necessary for the execution of the agreement that personal data is exchanged, clients must send the personal data to AMST Legal Services in a secure manner. 4. Clients guarantee that the content, use and/or processing of the personal data made available to AMST Legal Services are not unlawful and do not infringe any right of a third party. Clients indemnify AMST Legal Services against any claims from third parties on the basis of incorrect and unlawful processing of personal data. 5. AMST Legal Services does not share personal data with third parties, unless sharing the personal data is necessary to be able to (continue to) provide the agreed services to clients. AMST Legal Services shares personal data to represent the interests of its clients with, among others, bailiffs, lawyers, legal advisors, translation agencies, courts and counterparties. All these parties are professionally responsible for the data made available to them. In most cases, a confidentiality clause applies and disciplinary rules apply. 6. Under the privacy legislation, Clients have the right to inspect the personal data they have provided, the right to change their personal data, the right to be forgotten, the right to data portability of the personal data and the right to information about the personal data. 7. If third parties (employees, counterparties, clients of clients) request their personal data or wish to exercise one of the other rights of data subjects, AMST Legal Services will refer these data subjects (not being clients of AMST Legal Services) to the relevant Client in order to exercise their rights. 8. Security incidents or data leaks of personal data will be reported to the Dutch Data Protection Authority (the “AP”) as soon as possible after knowledge and within the specified periods. In the event of a serious data breach with likely negative consequences for the privacy of clients, clients will also be notified quickly and indicated which measures they must take. 9. If a security incident or a data breach takes place at AMST Legal Services or the parties engaged by it, AMST Legal Services, in addition to Art. 13 (Liability), will only be liable if the security incident or data breach was caused by not having the security of its systems in order. Furthermore, in the event of damage, AMST Legal Services is only liable for direct damage caused by the security incident or data breach and not for any data consequential damage. The liability of AMST Legal Services is, in derogation of Art. 13 (Liability), further limited by the amount that AMST Legal Services’ liability insurer pays out in the specific case.
Art. 17. Final provisions 1. These T&C’s remain in force if the Contractor changes name, legal form or owner. 2. The Contractor is authorized to make changes to these T&C’s. The changes will come into effect at the announced time of entry into force and do not affect the current agreements during the entry into force, unless the Parties agree otherwise. 3. The Dutch version of these T&C’s always prevails over the English version thereof. Whenever the customer or a partner has any doubts about a clause it can always contact AMST Legal Services. 4. If one or more of the provisions in the T&C’s are null and void or are annulled by judicial intervention, the other provisions of the T&C’s will remain fully applicable. The Contractor and the Client will then enter into consultation to agree on new provisions to replace the void or voided provisions, taking into account the purpose and intent of the original provisions if and to the extent possible. 5. Dutch law applies to every agreement between the Client and the Contractor. 5. Any dispute between the Client and the Contractor that may arise between the Parties will be submitted to the competent court in Amsterdam at the discretion of the Contractor.
