General terms and conditions

Article 1 – BG.legal

1.1 BG.legal B.V., located in ’s-Hertogenbosch and also operating from Eindhoven, is a private company with limited liability, specifically a practice company aimed at the practice of law.
1.2 The provisions in these general terms and conditions are not only made for the benefit of BG.legal, but also for the benefit of its shareholder Bogaerts & Groenen Advocaten Holding B.V., the practice companies that are shareholders of this holding (including the directors of practice companies, BG.legal, and Bogaerts & Groenen Advocaten Holding B.V.), as well as all other persons who work for BG.legal or were working at the time of carrying out the work for BG.legal, respectively all persons who are involved in the execution of any assignment by BG.legal respectively all persons for whose actions or omissions BG.legal could be legally liable ("provision for third parties").

Article 2 – The agreement

2.1 These general terms and conditions apply to all service agreements entered into between a client and BG.legal (including additional assignments and follow-up assignments), as well as to the phase preceding the establishment of a service agreement.
2.2 A service agreement is concluded between a client and BG.legal as such and therefore not with Bogaerts & Groenen Advocaten Holding B.V., nor with its shareholders and/or persons who work for BG.legal. This also applies if it is the express or implied intent of the client that the assignment will be carried out by a specific person. The effect of Article 7:404 of the Dutch Civil Code, which provides a regulation for the latter case, and the effect of Article 7:407, paragraph 2 of the Dutch Civil Code, which establishes joint liability for cases where two or more persons have received an assignment, is fully excluded.
2.3 The agreement is entered into for an indefinite period, at least for the duration of the project. Non-private clients can terminate the agreement with due observance of a reasonable notice period. If the client is a private individual, the agreement can be terminated at any time, with a notice period of one month.
2.4 After consultation with the client, BG.legal determines by which of its shareholders, Partners and/or employees the assignment will be executed under its responsibility. In the event of absence or unavailability of shareholders, Partners, or employees, BG.legal is free to have the assignment carried out by (another) shareholder, Partner[s] or employee(s).
2.5 BG.legal will inform the client in writing when the file is closed. Upon closing the file, the client will receive all original documents, including procedural documents, rulings, judgments, decisions, etc. back. The client is responsible for keeping the original documents. BG.legal only retains a digital scan of the file and cannot be held liable by the client if the client no longer possesses the original documents.

Article 3 – Liability

3.1 If the execution of an assignment by BG.legal leads to a payment based on an unwinding obligation and/or based on liability, the total payment [based on unwinding obligation and/or based on liability] shall always be limited to the amount that is paid out by the insurer under the applicable liability insurance of BG.legal in the relevant case, including the deductible that BG.legal bears in that case in connection with that liability insurance.
3.2 In the event that, for any reason, no payment under the liability insurance referred to in Article 3.1 takes place, the total payment [based on unwinding obligation and/or based on liability] of BG.legal for direct damages shall in no case exceed the amount that the client has paid to BG.legal for the work giving rise to the claim. The above limitation of liability shall not be invoked when damage is a result of intent or gross negligence. Any liability of Bogaerts & Groenen Advocaten Holding B.V., the shareholders of these practice companies and the partners thereof, employees, and individuals with whom BG.legal has entered into a partnership is excluded.
3.3 Liability for indirect damage or consequential damage is excluded under all circumstances.
3.4 Claims in connection with alleged liability of BG.legal must be submitted in writing and motivated as soon as possible. Notwithstanding the provisions of Article 6:89 of the Dutch Civil Code, the right to compensation for damages shall in any case expire 12 months after the event from which the damage directly or indirectly results, and for which BG.legal is liable. The provisions in this article also apply if the client claims compensation based on a right acquired from another party.
3.5 The execution of the service agreement is exclusively for the benefit of the client. Third parties cannot derive any rights from the content of the service agreement or the work performed, even if they can be regarded as having a direct or indirect interest in the result of the work. BG.legal accepts no liability towards third parties for work performed for the benefit of a client.

Article 4 – Engagement of third parties

4.1 The choice of third parties to be engaged by BG.legal (including, but not limited to other lawyers and bailiffs) will, where possible and reasonably indicated, take place after consultation with the client and with due consideration of the care that may reasonably be expected from BG.legal. BG.legal bears no responsibility for the manner in which third parties engaged by it carry out their work and is not liable for shortcomings of these third parties, unless there is intent or gross negligence on the part of BG.legal.
4.2 If these third parties wish to limit their liability in connection with the execution of an assignment for the client of BG.legal, BG.legal is authorized to accept such a provision without prior consultation with the client.

Article 5 – Wwft

5.1 BG.legal is required under the Money Laundering and Terrorist Financing (Prevention) Act (Wwft) to report unusual transactions to the Financial Intelligence Unit (FIU-Nederland) as meant in that law.
5.2 BG.legal is only authorized to commence its work after completion of the identification procedure of the client and any beneficial owner as described in that law.
5.3 BG.legal shall never be liable for damages suffered by a client as a result of or in connection with a report incorrectly made under the Wwft, unless there is intent or gross negligence on the part of BG.legal.
5.4 BG.legal shall never be liable for damages suffered by a client as a result of or in connection with the fact that BG.legal has not yet been able to complete the identification procedure as referred to in the Wwft, unless there is intent or gross negligence on the part of BG.legal.

Article 6 – Indemnity by the client for claims of third parties

6.1 The client indemnifies BG.legal, as well as all persons mentioned in Article 1.2 regarding claims of third parties who claim to have suffered damage as a result of or in connection with work carried out by BG.legal for the client.
6.2 The client indemnifies BG.legal, as well as all persons mentioned in Article 1.2 regarding claims of third parties who claim to have suffered damage as a result of or in connection with an incorrectly made report under the Money Laundering and Terrorist Financing (Prevention) Act (Wwft), unless there is intent or gross negligence on the part of BG.legal.

Article 7 – Rates and payment

7.1 BG.legal has the right to periodically change the hourly rates it applies (as of January 1 of each year). The client will be informed in writing as soon as possible about a change in hourly rates.
7.2 The fee for the work performed by BG.legal shall be determined based on the number of hours worked multiplied by the hourly rates applied by BG.legal. Additionally, the client will be charged for VAT and any disbursements (such as court fees, bailiff costs, etc.) if applicable. The fee and other costs will initially be invoiced once a month for the immediately preceding month, provided with a proper specification.
7.3 BG.legal is entitled to require payment of an advance before commencing the work related to the agreement. The advance will be offset against the last invoice sent to the client in the relevant matter.
7.4 Unless otherwise agreed in writing, payment of BG.legal’s invoices – without any discount, suspension, or set-off – must take place within 14 days of the invoice date. In the absence of timely payment, the client will be in default by operation of law – thus without any reminder or further notice of default being required. Objections from the client must be communicated to BG.legal as soon as possible, but no later than 30 days after the invoice date, in writing and with justification, while paying the undisputed part of the invoice.
7.5 BG.legal is in any case entitled to suspend the assigned work if invoices older than 30 days have not been settled, if advance invoices or interim invoices have not been paid, if the credit risk regarding a client is assessed to be too high, or if the continuity of the client's business operation is insufficiently certain. In the event of a suspension of work by BG.legal, this will be communicated to the client in writing.
7.6 BG.legal is entitled to charge extrajudicial costs in the event of invoices that remain unpaid 30 days after the invoice date in accordance with the fixed compensation scheme as referred to in the Act on the Norming of Extrajudicial Collection Costs and the Decree on Compensation for Extrajudicial Collection Costs with a minimum of €40. If BG.legal has brought its claim in a court procedure – including arbitration and binding advice – the client is obliged to compensate the process costs incurred in this procedure, including the statutory interest thereon, if and insofar as awarded. This includes the costs of lawyers, process agents, as well as the fee and court costs owed to arbiters or binding advisers, even if these exceed any potential cost applications based on Articles 237 and onwards of the Dutch Code of Civil Procedure. This compensation for costs will always be charged as soon as – internal and external – legal assistance by BG.legal has been called upon, respectively when BG.legal takes collection measures, without any further proof being required, and will be owed by the client.
7.7 If the client is a private individual or consumer, the extrajudicial costs mentioned in the previous paragraph become due 14 days after the day the client has been reminded of payment by BG.legal. The reminder will also state that the extrajudicial costs will be charged. This deviates from the provisions in the previous paragraph, which apply only to non-private clients.

Article 8 – Complaints

8.1 In case of a complaint from a client regarding the performed work, it must be submitted in writing to BG.legal attention of the complaints handler. The complaints handler of BG.legal will, after reviewing the complaint and the file, consult as soon as possible with the client to see how the complaint can be resolved. The office complaints procedure applies to the handling of the complaint. This can be requested from the complaints officer or via the BG.legal website.
8.2 In the event of a liability claim from a client regarding work performed by BG.legal, this must be addressed to BG.legal attention of the board. BG.legal will forward this liability to its professional liability insurer.
8.3 In the event of disciplinary complaints from a client regarding work performed by BG.legal, BG.legal will inform the client as necessary about these complaints procedures at the Bar Association.

Article 9 – Dissolution

9.1 The client may, if he is a private individual or consumer, dissolve a distance agreement or an agreement made outside the sales space without stating reasons until a period of fourteen days has expired after the day on which the agreement is concluded. Dissolution occurs by means of a written declaration to the contractor.

Article 10 – Miscellaneous

10.1 Dutch law applies to all agreements between the client and BG.legal.
10.2 Disputes will be settled exclusively – unless compelling statutory jurisdiction rules prevent this – by the competent court in ’s-Hertogenbosch. Nevertheless, BG.legal has the right to bring disputes before the competent court of the residence or establishment of the client.
10.3 These general terms and conditions are drawn up in both Dutch and English. In the event of any discrepancy in content or interpretation between both sets of general terms and conditions, the Dutch text will be binding.