1. INK RealLegal
INK RealLegal is a private limited company, filed in the Commercial Register of the Haagland Chamber of Commerce under number 27291227.
2. Legal relationship
Each assignment (‘the Assignment’, which also includes modifications to the Assignment) given by our client (‘the Client’) for work and services to be carried out by us will be exclusively accepted and carried out by the Partnership. The applicability of Section 404 and Section 407(2) of Book 7 of the Dutch Civil Code are explicitly excluded. The applicability of general conditions other than these is excluded.
These general conditions are also applicable to each future assignment given by the Client to INK RealLegal.
The work and services carried out by us (‘the Advice’) are exclusively destined for the Client and for the purpose for which the Assignment was given.
Our Advice may only be disclosed to third parties after we have given our prior approval. We will not be liable for any consequences arising from the use of our Advice by third parties.
The Client must supply us with all documents and information that are necessary for carrying out the Assignment. Unless stated otherwise by the Client, the Client confirms that all the documents and information supplied to us, insofar as known to it, are complete and accurate and that we may rely on them.
Unless instructed otherwise in writing, we assume that the directors, executive staff and employees of the Client who give us assignments are authorized to do so and that we may also carry out assignments given to us orally.
Unless instructed otherwise in writing, we assume that communication with the Client may take place via the Internet and email, for which purpose we use a firewall with antivirus protection. However, we cannot guarantee that our messages are secure or free of viruses and we will not be liable for loss or damage caused by the use of electronic communication. If the Client desires a greater degree of security in relation to electronic communication, it may contact us to discuss the matter.
Unless agreed otherwise, we will send the Client our invoice each month. Unless agreed otherwise, the fee payable by the Client will be calculated based on the number of hours spent, multiplied by the agreed hourly rate. For fixed office expenses (such as postage, telephone, fax and photocopies), a percentage of 5% of the fee will be charged. In general, VAT is payable on the fee and on certain disbursements. We reserve the right to index-link the agreed rates annually in line with inflation.
Our invoices must be paid within 14 days. If payment is not received promptly, we are entitled to charge statutory interest on the amount due.
We will charge for all the time spent by us on the Assignment, including the time spent attending meetings, travel, studying and drafting documents, research and correspondence with the Client and third parties, as well as incoming and outgoing telephone calls.
We reserve the right to use funds of the Client which we hold (and which are not reserved for a specific purpose) to settle outstanding invoices.
8. Legal costs
If our Advice concerns a case in which proceedings must be conducted before a Dutch court, the following points must be taken into account.
In the Netherlands, the speed at which proceedings progress is generally determined by the court (and not by the parties). The court may encourage the parties to settle their disputes by means of negotiations or mediation, and may order the unsuccessful party to pay the costs of the proceedings.
In addition, the Client must take the following points into account:
• Even if the order to pay costs has been given in favour of the Client, this order to pay costs will generally not fully cover the Client for payment of our costs, because:
a. The costs awarded by the court are not based on hourly rates;
b. The party required to pay the costs may be in financial difficulties.
• The Client is liable for payment of the full amount of our costs, regardless of any amount payable to it by the other party.
Closed files will be kept by us for at least 6 years. If the Client wishes the files relating to the Assignment to be kept for longer, we must be informed of this in writing.
10. Service providers
When engaging third parties (‘Service Providers’), we will consult the Client in advance as far as possible, and at any rate take all due care in the selection of Service Providers. We will not be liable for omissions, errors or failures of these Service Providers and are entitled to accept any limitations of liability of Service Providers engaged by us.
11. Limitation of Liability
Our liability towards the Client, a person to whom we have given our Advice at the Client’s request and third parties is limited to the amount that may be claimed in the case in question under our professional liability insurance policy, plus the excess payable by us under the terms of the policy.
12. Indemnification against loss or damage
Except in the case of deliberate intent or gross negligence on our part, the Client will indemnify and compensate us in respect of all claims from third parties (including the costs to be incurred by us in this respect) that arise from or are related in any way to the Assignment carried out by us for the Client.
13. Legislation concerning the protection of personal information
Regardless of the place of residence of the person in question, unless the context dictates otherwise, the words and phrases used in this article will have the meanings as given in European Directive 95/46/EC.
The personal information supplied by you may be processed during and after the Assignment. This processing will be carried out in accordance with and with due observance of your instructions, with the following exceptions. We will take the correct technical and organizational measures in order to protect the personal information supplied by you from unauthorized or illegal processing, unexpected loss, destruction or damage, also if we outsource the processing (such as in the case of external data storage). We assume that your instructions also authorize us, where necessary, to engage independent contractors for the storage of information and files, making backups, destroying documents and suchlike, in accordance with the above.
The contact information provided by you and your representatives may be used by us from time to time for sending invitations, marketing material, legal updates and other publications which we believe may be of interest to you, as well as for organizing related events and business meetings. Persons who do not wish to receive such marketing information are requested to inform their contact person at INK RealLegal.
We may also process the personal information of our clients and contact persons in other ways for our own business purposes (including invoicing, customer relationship management, filing, checks on any conflicting interests and know-how).
By accepting these general conditions, you give us permission to obtain, store and process information about you as described above. You declare that before supplying us with personal information, you have obtained permission to do so if necessary for the above-mentioned categories of data processing in respect of any party.
One of the conditions of the Assignment is that personal information of our employees and/or third parties we have given to you may only be used by you for the explicit purpose for which you have been given this information.
14. Partners and employees
The provisions of these general conditions have been stipulated for the benefit of INK RealLegal as well as its partners or former partners, directors of its partners or former partners, directors of the holding companies of its partners or former partners, employees or former employees, anyone who has been engaged by INK RealLegal in carrying out its assignment, and all beneficiaries and successors in title of such persons referred to above.
15. Intellectual property rights
The copyright on all documents drafted by us in carrying out the Assignment is vested in INK RealLegal. In order to avoid any misunderstanding, we draw the Client’s attention to the fact that the very nature of legal work means that, subject to our obligations in respect of confidentiality and explicit agreements differing from this, it is possible that we will use parts of the documents, drafted for a particular client, for another client.
The Client may terminate the Assignment in writing at any time.
We are at liberty to terminate the Assignment of the Client, with due observance of a reasonable notice period and if there is good reason to do so, such as our inability to obtain clear instructions regarding the further handling of the case, if payment of our invoices is not forthcoming or if the Client wishes us to act in a manner that is inconsistent with our professional obligations or our obligations towards the court. If we decide to terminate the Assignment, the Client will be required to pay the fee and disbursements still outstanding, including the fee and disbursements not yet invoiced.
We are entitled to retain the documents of the Client until our fee and disbursements have been paid, regardless of whether the Assignment is terminated by the Client or by us.
17. Legal validity
If any provision of these general conditions or the Assignment is declared invalid or in conflict with any statutory provision or may not otherwise be enforced, the other provisions will remain in full force.
18. Applicable law and competent court
Dutch law applies to the Assignment and these general conditions. Disputes between the Client and us will be resolved by the competent court of The Hague.
These general conditions have been drawn up in the Dutch and English language. In the case of differences in the text or its interpretation, the Dutch text will prevail.