General conditions

2. Legal relationship exclusively with TRC Lawyers

1. All instructions shall, setting aside Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code, be accepted and carried out exclusively by TRC Lawyers. This also applies where the Client gives his instructions expressly or tacitly with a view to execution by one or more specific persons associated with TRC Advocaten. The term "persons related to TRC Lawyers'' includes all former, current and future (a) direct or indirect shareholders of TRC Lawyers (Partners), (b) group, holding, operating, pension or other related entities of TRC Lawyers or its partners, (c) any TRC Lawyers related Third Party Fund Management Foundation, and (d) employees, consultants, directors, interns, temporary employees, freelancers, or other persons working for TRC Lawyers in any other capacity. The term persons includes both legal entities and natural persons.
2. TRC Attorneys at Law performs assignments exclusively for the benefit of the Client. Third parties can derive no rights from an instruction, from the content of work performed and from the manner in which the instruction was or was not carried out.
3. The Client shall not be permitted to transfer the rights arising from an instruction, other than with the express prior written permission of TRC Advocaten, to third parties under any title whatsoever.

3. Obligations of parties

1. TRC Attorneys at Law shall endeavor to perform the agreement with the Client with the due care of a reasonably acting and reasonably competent attorney. However, TRC Advocaten does not guarantee the achievement of the intended result. The Client is obliged - both solicited and unsolicited - to provide TRC Advocaten with all information relevant to the correct execution of the agreement in a timely and complete manner. The Client guarantees the accuracy and completeness of all data and information provided to TRC Lawyers.

4. Billing and payment

1. Payment of TRC Lawyers' invoices must, unless otherwise agreed in writing, be made within 14 days of the invoice date.
2. The Client must notify TRC Advocaten in writing of any objections to the content of the invoice in a timely manner, namely within 30 days of the invoice date, failing which any claims will lapse.
3. If the term of payment as referred to in Article 4.1. is exceeded, the Client shall be in default by operation of law and shall be liable to pay default interest on (the unpaid part of) the invoice amount including VAT, from the due date of the invoice until the date of payment. In the event that the Client is a natural person not acting in the exercise of a profession or business, the default interest shall be equal to the then current statutory interest rate pursuant to Article 6:119 of the Dutch Civil Code, plus a 2% surcharge. In the event that the Client is a legal entity or a natural person acting in the exercise of a profession or business, the Client shall - notwithstanding the foregoing - owe the statutory commercial interest rate pursuant to Section 6:119a of the Civil Code.
4. The Client does not have the right of set-off or suspension.
5. The Client shall be obliged to provide security and/or make payment, if due and payable claims of TRC Advocaten against the Client remain unpaid. In such a case, TRC Advocaten will also be entitled to suspend its work, also in other matters pending on behalf of the Client. TRC Lawyers shall not be liable for any damage arising from such suspension.
6. All extrajudicial costs incurred by TRC Advocaten in connection with the collection of its claims shall be borne by the Client. These will be set for a legal entity or a natural person acting in the exercise of a profession or business at 15% of the principal amount due and for natural persons not acting in the exercise of a profession or business at what is due pursuant to the Extrajudicial Collection Costs Standardization Act and the associated Decree.
7. In the event that an instruction is given by several Clients, all Clients are jointly and severally liable for the obligations arising from and/or related to that instruction.

5. Liability

1. As soon as the Client discovers, or reasonably should have discovered, an event or circumstance that gives rise or may give rise to liability on the part of TRC Advocaten, the Client must notify TRC Advocaten in writing of the existence of this pretended claim against TRC Advocaten within one month, supported by documentary evidence and soundly substantiated, failing which any claim against TRC Advocaten will lapse.
2. The Client will be obliged to notify TRC Advocaten in writing of the existence of this pretended claim against TRC Advocaten within one month.
3. A right of action, including but not limited to a claim for damages, of the Client against TRC Advocaten will in any event lapse 12 months after the moment the Client became aware or could reasonably have become aware of the existence of the right of action.
4. A mistake or carelessness in the provision of services can only lead to liability of TRC Lawyers. Such liability of TRC Advocaten will always be limited in totality to the amount paid in the relevant case pursuant to the professional liability insurance (BAV) taken out by TRC Advocaten, increased by the amount of the excess payable by TRC Advocaten pursuant to that BAV in the relevant case.
5. If, for whatever reason, the liability insurer does not proceed to pay out, the liability of TRC Advocaten will be limited to twice the amount of the fee charged to the Client in the case in question in the twelve months preceding the occurrence of the damage, such to a maximum of €50,000.
6. TRC Advocaten shall never be liable for indirect damage and/or consequential damage, including but not limited to trading loss, stagnation damage, loss of profits, losses suffered, loss of opportunities, missed savings and third-party damage.
7. The liability of TRC Advocaten shall never exceed the provisions of these general terms and conditions, irrespective of whether there are claims under contract or on other grounds, such as wrongful act.
8. If the assignment originates from several Clients, the limitation of liability as included in these general terms and conditions shall apply in relation to all Clients jointly and not to each Client separately. In the event of liability, it is up to the Clients how they divide the amount paid between them.
9. The limitations and exclusions of liability contained in these general terms and conditions shall also apply in the event that an assignment has been wrongfully refused and damages arise as a result.
10. Without prejudice to the provisions of Article 3, the provisions and conditions included in these General Terms and Conditions, including the limitations and exclusions of liability, apply not only for the benefit of TRC Advocaten, but may also be invoked by and on behalf of all persons involved in the execution of the instruction and/or on whom in connection therewith, on any basis whatsoever, any liability rests or may rest in any way, the persons associated with TRC Advocaten as referred to in Article 3.1, as well as all respective legal successors under general title. The provisions of this Article, as well as all other provisions in these General Terms and Conditions that are intended to create rights for the benefit of the third parties referred to in the first sentence of this Article, are also intended as an irrevocable third-party clause for their benefit as referred to in Article 6:253(4) of the Dutch Civil Code.
11. The Client indemnifies TRC Advocaten and all other persons referred to in Article 5.9 against all claims of third parties that are in any way related to or arise from the instructions given and/or the work performed for the Client. This indemnification shall include the costs of legal assistance.

6. Engagement of third parties

1. TRC Advocaten is authorized to engage third parties in connection with the execution of assignments. The Client authorizes TRC Advocaten in advance to submit to such third parties, at TRC Advocaten's discretion, the information required for the execution of the engagement. The choice of third parties to be engaged by TRC Advocaten will, where possible and reasonably appropriate, take place in consultation with the Client and with due observance of the necessary care.
2. If TRC Advocaten engages third parties in connection with the execution of assignments, it will be authorized to accept any limitations of liability employed by such third parties also on behalf of Clients of TRC Advocaten. Any own liability of TRC Advocaten for any errors of such third parties is excluded.

7. Third-party funds

1. In the execution of the engagement, TRC Advocaten and Stichting Beheer Derdengelden TRC Advocaten may receive funds from Clients and third parties. TRC Advocaten and Stichting Beheer Derdengelden TRC Advocaten will deposit these funds with a bank selected by Stichting Beheer Derdengelden TRC Advocaten. TRC Lawyers and Stichting Beheer Derdengelden TRC Advocaten will not be liable in the event that the selected bank fails to meet its obligations.

8. Data protection and compliance

1. All electronic communications, including e-mail, shall be deemed to be in writing. The Client agrees that TRC Lawyers uses digital means of communication and data storage services. TRC Advocaten shall not be liable for any damages resulting from the use thereof.
2. TRC Attorneys is required by law to establish the identity of its Clients and its ultimate stakeholders and to report unusual transactions conducted and/or intended to be conducted to the authorities, without informing the Client. Potentially aggressive tax structures applicable on or after June 25, 2018 must be reported to the Internal Revenue Service as of 2020. By giving the assignment, the Client confirms that he is aware of these regulations and declares that he will fully cooperate with the implementation of these regulations.
3. TRC Advocaten is a data controller as stipulated in the General Data Protection Regulation (AVG). It processes personal data of its Clients and persons working there for optimal service provision and compliance with legal obligations. For more information, see https://www.trc-advocaten.nl/algemene-zaken/privacy-verklaring.
4. TRC Attorneys keeps a file in connection with the execution of the assignment and takes appropriate measures to protect this file against breaches of security, confidentiality or integrity. The file remains the property of TRC Lawyers. The file will be kept for a period that is appropriate for the careful practice of the profession, with due observance of the applicable retention periods under the laws and regulations.

9. Complaints

1. Our services are governed by TRC Lawyers' complaints procedure. This can be found at https://www.trc-advocaten.nl/algemene-zaken/klachtenprocedure.

10. Choice of law and forum

1. Dutch law shall apply to all legal relationships with TRC Advocaten.
2. All disputes will be submitted exclusively to the competent court of the District Court of Oost-Brabant, except in the event that mandatory statutory rules of jurisdiction determine otherwise and without prejudice to the provisions of article 9.