General Terms and Conditions
Article 1 Applicability
1.1 Labour & Law B.V. (hereinafter referred to as: ‘Labour & Law’) is a private company with limited liability under Dutch law, having its registered office according to its Articles of Association in Amsterdam (Chamber of Commerce for Amsterdam: 34288886). Assigning parties are any legal entity or natural person giving assignments to Labour & Law.
1.2 These general terms and conditions apply to all assignments given to Labour & Law as well as to all legal relationships between Labour & Law and third parties. The applicability of other general (purchase) terms and conditions is explicitly rejected.
1.3 If a provision of these general terms and conditions is void or is nullified, the other provisions will remain in full force. Labour & Law will then be held to replace the void or nullified provision in consultation with the assigning party in a manner that takes account of the intention of the void or nullified provision as much as possible.
1.4 These general terms and conditions are available both in Dutch and in English. In the event of a difference in interpretation between both versions, the Dutch text will be decisive.
1.5 Deviations from or additions to these general terms and conditions or to an agreement to which these apply can only be agreed upon in writing.
1.6 Labour & Law is entitled to unilaterally amend these general terms and conditions at all times.
1.7 These general terms and conditions also apply to any rendering of services and/or any work performed by or on behalf of Labour & Law, its director(s) and/or its lawyers and/or its employee(s) as well as to any future rendering of services and/or work performed by and on behalf of Labour & Law, its director(s) and/or its lawyers and/or its employee(s). These general terms and conditions are also stipulated on behalf of the director(s) and (indirect) shareholder(s) of Labour & Law.
Article 2 Assignment
2.1 Assignments are exclusively accepted and performed by Labour & Law, even if the explicit or tacit intention exists that an assignment is performed by a certain person associated with Labour & Law. In deviation of Sections 404, 407 paragraph 2 409, Book 7 of the Dutch Civil Code, the director(s) and/or the lawyers and/or the employees and/or other parties working for or on behalf of Labour & Law – whether or not in its employment – are not personally bound or liable, not even if the assignment has been given with a view to a certain person.
2.2 These general terms and conditions are also stipulated on behalf of any third party, whether or not as an employee, who or which is called in for the performance of an assignment or is liable or might be liable in connection therewith.
2.3 The performance of one or more assignments given to Labour & Law is exclusively effected on behalf of the assigning party. Unless Labour & Law has agreed to it in writing and in advance, the advice given by Labour & Law to the assigning party will not be provided to third parties nor made available for inspection. Third parties cannot derive any rights from the performance of work carried out for the assigning party.
2.4 The assigning party accepts that Labour & Law, when accepting and performing its assignment(s), has to comply with applicable legislation and regulations, such as the Dutch Money Laundering and Terrorist Financing (Prevention) Act, the Rules of Professional Conduct and Professional Conduct of the Dutch Bar www.advocatenorde.nl and the Dutch Mediators Federation https://mfnregister.nl/.
2.5 The accepted assignment will lead to a best efforts obligation and not to a result obligation.
Article 3 Third parties
3.1 Labour & Law is always authorised and entitled to assign the entire or a part of the performance of the assignment to third parties. When third parties are called in, for in- stance bailiffs or tax consultants, Labour & Law will exercise due care. When selecting these third parties, Labour & Law will consult with the assigning party as much as is possible in reasonableness. The costs connected with calling in third parties and the costs connected in any way to the calling-in of third parties will be invoiced to the assigning party.
3.2 Labour & Law is not liable for damage arising from shortcomings and/or wrongful acts of third parties. An assignment given to Labour & Law also includes the authority to accept on behalf of the assigning party any conditions of third parties, including limitations of liability.
3.3 In the event of shortcomings and/or wrongful acts of one or more third parties, La- bour & Law will do all that is in reasonableness necessary to recover from these third par- ties on behalf of the assigning party the damage caused by such shortcomings and/or wrongful acts, unless the assigning party requests to have the claim(s) in question assigned to him. The liability of Labour & Law for shortcomings of third parties does not ex- tend any further than that for which the third parties offer recourse towards Labour & Law.
3.4 Conditions that limit, exclude or determine liability which can be invoked by third parties against Labour & Law can also be invoked by Labour & Law against assigning parties. If and in so far as Labour & Law has used third parties in the performance of the assignment, the assigning party can never invoke more rights towards Labour & Law than Labour & Law can invoke towards the third parties in question.
Article 4 Liability
4.1 Without prejudice to the other exonerations included in these general terms and conditions, each liability of Labour & Law towards the assigning party for attributable shortcomings, wrongful acts or any other cause will be limited to the sum the professional indemnity insurance of Labour & Law will pay in that concrete case, to be increased by the sum of the excess of Labour & Law. Labour & Law is insured against liability in accordance with the sums and conditions customary in the industry.
4.2 If the afore-mentioned insurance does not offer a claim for coverage, or if the da- mage in question is not covered by the insurance, the liability of Labour & Law will be limited to the fee paid by the assigning party for the activities of the assignment in question in connection with which the damage has arisen for no more than the sum in- voiced to the assigning party during the last twelve calendar months in which work was done for the assignment in question with a maximum of €10,000.
4.3 All entitlements and any claim towards Labour & Law and/or towards the natural persons or legal entities stated in article 1.7 have to be submitted to Labour & Law in writing within 6 months after the assigning party was informed or should have been informed in reasonableness of the shortcoming, failing which the rights of the assigning party in this matter will lapse.
4.4 Labour & Law will never be liable for damage, when the assigning party can recover the damage as defined in these general terms and conditions from a third party or the insurance company of the assigning party. Labour & Law will never be liable for any loss of profits, consequential loss or indirect loss.
4.5 The limitations of liability described in these general terms and conditions will also include liability in connection with the malfunctioning of any equipment, software, databases, registers and/or other means used by Labour & Law and/or the natural persons and legal entities stated in article 1.7 in connection with the performance of the services, without any exception, as well as for the interception of audio and/or data transmissions of telephone, fax or email. All audio traffic, data traffic, telephone traffic, fax traffic and email traffic is effected unencrypted.
Article 5 Fees and invoices
5.1 Unless agreed otherwise in writing, fees will in principle be calculated on the basis of the number of hours spent multiplied by the applicable hourly rate.
5.2 Hourly rates will be adjusted, usually for each calendar year. Unless explicitly stated otherwise, all sums are in Euros exclusive of 21% VAT, disbursements, and travel and accommodation costs. Labour & Law will not invoice any office expenses.
5.3 Fees for activities performed and any costs (disbursements) made will be monthly in- voiced to the assigning party afterwards. Fixed fees can be invoiced (partially) in advance. The payment term of invoices of Labour & Law is 2 weeks as of the invoice date. Payments have to be effected in the way stated on the invoice. Assigning parties are not authorised to suspension or set-off.
5.4 Failing (timely) payment, the assigning party will be de iure in default and owe default interest equal to the statutory commercial interest rate under Section 119a, Book 6, Dutch Civil Code, increased by 1.5% without any written notice being necessary. The costs of collection measures will be borne by the assigning party, which costs will at least amount to 15% of the claimed sums with a minimum or €150.
5.5 Labour & Law will always be entitled to invoice payments on account and/or to demand security for the payments of its invoices and/or to suspend the performance of its duties, until the assigning party has paid the invoiced payments on account or furnished the security demanded. Should the assigning party fail to do so, Labour & Law will be entitled to suspend and/or to terminate its activities and to dissolve the agreement. All damage arising for Labour & Law from said suspension and/or dissolution has to be compensated by the assigning party. The payment on account made will be set off against the final invoice. In addition Labour & Law will be entitled to set off the payment on account against the unpaid invoices of the assigning party in the case in question and/or in the assigning party’s other cases.
5.6 Apart from the fees, the assigning party can owe Labour & Law disbursements in connection with the costs Labour & Law pays on behalf of the assigning party. The disbursements regard, without being limited to, among other things, court fees, administrative charges, the costs of witnesses and experts, bailiff costs, and the costs of extracts from public registers.
Article 6 Files
6.1 Without any notice, Labour & Law is entitled to remove and destroy files and all documents therein, including documents that are the property of the assigning party and/or third parties, 5 years after the completion of the case or after the notice that these files would be filed.
Article 7 Complaints procedure
7.1 A complaints procedure applies to the services rendered by Labour & Law. This procedure can be inspected via http://www.labourandlaw.nl. If a complaint has not been solved in accordance with the firm’s complaints procedure, it can be submitted to the court of law stated in article 8.1 of these general terms and conditions.
Article 8 Court of competent jurisdiction
8.1 The legal relationship with and the services rendered and/or activities performed by and/or on behalf of Labour & Law and/or the natural persons and legal entities stated in article 1.7 of these general terms and conditions are governed by Dutch law. Disputes are exclusively heard by the court of competent jurisdiction in Amsterdam, unless Labour & Law chooses to submit the case to the court of law of the place of residence or business of the assigning party.