Terms & Conditions of Business

Version 04-31122023

1. De Groot Law (“DGL”) is a sole proprietorship under Dutch law. The owner is Diederik de Groot (“DGR”). Its stated purpose is to conduct a law practice (as legal adviser and arbitrator), with a particular focus on commercial contracts and arbitration. “DGL Affiliated Persons” are all employees and other persons who provide legal, administrative, or secretarial support in the performance of an engagement by DGR.

2. These Terms & Conditions apply to all instructions given by a client to DGL, and all legal relationships formed as a result of or in connection with those instructions. These Terms & Conditions may also be relied on by or on behalf of DGL Affiliated Persons, and any subcontractors who may be retained by DGL or who may become liable to any of DGL’s clients in the performance of an engagement, as well as all their legal successors. The applicability of the client’s general terms and conditions is hereby expressly excluded.

3. DGL will confirm the client’s instructions in an engagement letter, which describes the scope of the engagement. Where an engagement letter contains provisions that deviate from these Terms & Conditions, those deviating terms of engagement will prevail. DGL is not responsible for any advice or legal representation that falls outside the scope of the engagement as described in the engagement letter.

4. Legislation may change after an engagement has been performed. Unless expressly agreed otherwise in writing, DGL will not be required to give its client, or former client, notice of any such legislative changes.

5. Only DGL is deemed to have accepted and performed an engagement, even in cases where it is the express or implied intention for the engagement to be carried out by DGR. DGL Affiliated Persons are not personally bound or liable to a client. Any personal liability on their part is hereby expressly excluded.

6. Applicable legislation governing law practices requires of DGL that it: (i) establish the identity of each client on acceptance of an engagement; (ii) verify the absence of reasonable suspicion that the engagement serves to prepare, support, or conceal any illegitimate activity; and (iii) report any unusual transactions, whether intended or executed, to the competent authorities without informing the client. By signing the engagement letter, the client confirms to DGL that he or she is familiar with these rules and will supply all necessary information and documentation to DGL on first request.

7. Engagements are carried out exclusively for the client. Without the express prior written consent of DGL, no third party may rely on legal advice provided to a client and no such advice confers any rights on third parties.
8. The client authorises DGL for purposes of account management or otherwise to process personal and other data in connection with the engagement. The client also authorises DGL to communicate with the client and third parties by using current means of communication, including email.

9. To facilitate a proper performance of the engagement, the client agrees to always and promptly provide DGL with current, accurate and full information.

10. All information supplied by the client to DGL in the context of an engagement will be treated with strict confidentiality and will not be used for any purpose other than the engagement’s performance; this may on occasion involve disclosure to other parties. Without prejudice to this duty of confidentiality, DGL may from time to time share confidential information with its professional indemnity insurer or a lawyer designated by that insurer or with DGL’s auditor/accountant, the client’s external auditor (if requesting a lawyer’s letter in the context of an audit with the client’s permission) or third parties, including supervisory authorities, if and when disclosure is required under any legislation governing law practices. DGL may also use personal data – including, if the client is a legal entity, the personal data of directors, other officers, ultimate beneficiaries, or owners – to check the creditworthiness or verify the identity of a client.

11. DGL is permitted to retain the services of third parties in carrying out an engagement and to accept the contractual terms governing the relationship with those third parties, specifically any limitations of liability. DGL may rely on any such contractual terms towards the client as far as it concerns the part of the engagement carried out by that third party. DGL will select third parties with all due care. DGL is not liable for errors or shortcomings by third parties in the performance of their part of the engagement. If DGL is nonetheless held liable by a court of law, its liability is limited to the amount of compensation which the client could have received from the third party concerned if the client had sued that third party directly.

12. Save in the event of gross negligence or intent on the part of DGL, the client indemnifies and holds DGL and all DGL Affiliated Persons harmless against any and all claims and actions asserted or filed by any third parties against DGL or a DGL Affiliated Person as a result of or in connection with DGL’s engagement by the client or its performance of that engagement. This indemnity also covers all losses and costs incurred by DGL or any DGL Affiliated Person as well as all legal fees reasonably incurred in that regard. The client agrees to reimburse DGL or a DGL Affiliated Person for these losses and costs on first demand.

13. Unless expressly agreed otherwise in writing, DGL will calculate the fees charged to the client on the basis of the number of hours worked multiplied by the agreed hourly rate, also taking into account the mitigation and other factors generally applied in legal practice. DGL reserves the right to adjust the agreed hourly rate once a year, i.e. in the month of January of each calendar year, based on the consumer price index published by the CBS.
14. Expenses paid by DGL to third parties on behalf of the client (disbursements) will be charged separately. General office expenses, such as regular postage, costs of domestic telephone calls and electronic communications, as well as reasonable and customary costs of copying and creating documents, are included in the agreed hourly rate.

15. All amounts payable by the client, with the exception of tax-free disbursements, are subject to the applicable value-added tax due.

16. DGL may ask the client to make advance payments from time to time to cover fees due to DGL as well as specific expenses paid or payable to third parties, including, in particular, fixed court fees and/or administrative charges of courts or arbitration institutes, the costs of experts, translators, or interpreters, and the travel and hotel expenses incurred by DGR on international business trips. DGL will give the client notice of any such expenses in advance.

17. Unless expressly agreed otherwise in writing, DGL will send bills for fees, costs, and disbursements on a monthly basis. Payment must be made within 15 days of the billing date, failing which DGLF may claim legal interest on any outstanding amount as of the 16^th day after the billing date without prior notice of default being required. If the client fails to pay a bill after the deadline for payment has expired, DGL may suspends its work on the engagement.

18. DGL may provide the client with a cost estimate if so requested. Cost estimates are given with due observance of applicable standards of reasonableness and due care, but they are not in any way binding except where agreed otherwise in writing.

19. DGL and DGR reserve all copyrights, database rights and other intellectual and other property rights in their work, including working documents, reports, opinions, and contracts.

20. DGL digitally archives all documents issued in the performance of an engagement. All digital document files (case files) are kept on archive for five years after completion of an engagement. The administrative case files (also in digital form) are kept on archive for seven years after completion of an engagement. Original documents (hard copies), such as documentary evidence, litigation papers, and correspondence, are supplied to the client after completion of the engagement or are destroyed with the client’s consent.

21. Any and all liability arising for DGL from or in relation to its performance of an engagement is expressly limited to the amount paid out to DGL under the terms of its professional indemnity insurance, plus deductible. If no such insurance money is paid for whatever reason, DGL’s liability is expressly limited to the amount of fees charged to the client in the relevant calendar year, subject to a maximum of EUR 15,000. All of the client’s claims and other rights expire one year after the day that the client becomes aware or should be aware of the existence of said claims and rights or, if earlier, two years after completion of the engagement.

22. Subject to the laws and regulations in force, DGL reserves the right to terminate an engagement, and cease to represent the client’s interests, if circumstances justify any such decision in DGL’s judgment, for example if a client fails to meet his or her obligations or becomes involved in insolvency proceedings, or if there is a conflict of interests which makes it inappropriate for DGL to represent the client’s interests, or if there is no longer a basis of trust and confidence between DGL and the client.

23. The contract for services between the client and DGL and all ensuing or related legal relationships that may be formed between them are governed by Dutch law. The provision of services by DGL is also subject to the Internal Complaints Procedure adopted by DGL. Any and all disputes between the client and DGL, or any of the DGL Affiliated Persons will be submitted exclusively to the competent court in Amsterdam.

24. These Terms & Conditions have been drawn up in the Dutch language. This document is the English translation. In case of any dispute about the provisions of this English translation or their interpretation or in case of any inconsistency between the two versions, the Dutch version will prevail.