GENERAL TERMS AND CONDITIONS OF MR C.D. ROSENBERG POLAK PRAKTIJK B.V.
- GENERAL TERMS AND CONDITIONS
1.1 General
(a) These General Terms and Conditions apply to each contract for services between a client and Rosenberg Polak.
(b) In these General Terms and Conditions the following terms have the following meanings:
“Rosenberg Polak”: Mr C.D. Rosenberg Polak Praktijk B.V.;
“client”: the person engaging the services of Rosenberg Polak; and
“person associated with Rosenberg Polak”: each civil law notary, junior civil law notary, notary’s clerk or other person working at Rosenberg Polak or a group company of Rosenberg Polak (whether under an employment contract or on any other basis), each group company of Rosenberg Polak and each shareholder of Rosenberg Polak. Persons associated with Rosenberg Polak include persons formerly associated with Rosenberg Polak and legal successors to persons associated or formerly associated with Rosenberg Polak.
(c) These General Terms and Conditions are available in both Dutch and English. Both language versions have the same legal effect.
1.2 Engagement
(a) A contract for services between a client and Rosenberg Polak is formed only when Rosenberg Polak or a civil law notary, a junior civil law notary or a notary’s clerk working at Rosenberg Polak accepts instructions from the client for the performance of services.
(b) Instructions given by a client to a person associated with Rosenberg Polak do not result in a contract with such person or any other person associated with Rosenberg Polak.
(c) If the client requests that services in performance of the engagement be provided or continued by a specific person associated with Rosenberg Polak, Rosenberg Polak will comply with such a request where possible, taking into account its own operational requirements and the requirements of other clients. Sections 404 and 409 in Book 7 of the Dutch Civil Code do not apply.
(d) If Rosenberg Polak accepts an engagement jointly with another person, legal entity or firm, Rosenberg Polak will be liable only for the fulfilment of those obligations that are expressly identified as the obligations of Rosenberg Polak. Section 407(2) in Book 7 of the Dutch Civil Code does not apply.
(e) The client shall provide Rosenberg Polak with the information needed by Rosenberg Polak or its shareholders or group companies or third parties or banks engaged by them in order to meet obligations to verify the identity of clients and persons associated with clients (including obligations under the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme)). Rosenberg Polak is under an obligation to report any unusual transactions to the authorities.
(f) Under Council Directive (EU) 2018/822 of 25 May 2018 Rosenberg Polak is obliged, in certain circumstances, to provide information on reportable cross-border arrangements to the tax authorities.
1.3 Invoices
(a) The client is required to pay the agreed fee to Rosenberg Polak. If no fee has been agreed, the client is required to pay a fee based on the customary rates charged by Rosenberg Polak.
(b) Expenses and disbursements incurred by Rosenberg Polak (including courier charges, travel and subsistence expenses, registration fees, costs of due diligence on persons, contributions to the Quality Fund for the Notarial Profession, fees charged by interpreters and translators whose services are used, fees charged by experts whose services are used, government charges, court registry fees and costs, charges and fees, inclusive of interest, payable to persons not associated with Rosenberg Polak and banks) are payable by the client.
(c) Fees, expenses and disbursements payable by the client are subject to turnover tax (VAT) as required by law, unless the client is resident in another member state of the European Union and has provided Rosenberg Polak with a valid VAT number, or is resident outside the European Union.
(d) The client should notify Rosenberg Polak of any objections to an invoice in writing within fourteen days of the invoice date. In the absence of such a notification, the invoice will be deemed to have been accepted.
(e) The client shall pay each invoice of Rosenberg Polak within fourteen days of the invoice date.
1.4 Liability
(a) Rosenberg Polak’s liability is limited to the amount paid in respect of the claim in question under an insurance policy taken out by Rosenberg Polak plus the excess not covered by that policy. The liability for any loss or damage caused by an event not covered by an insurance policy is limited to an amount not exceeding the total amount of the invoices paid by the client for the services that have caused or contributed to the loss or damage.
(b) Any claim for compensation for loss or damage will expire one year after the day on which the loss or damage and Rosenberg Polak’s liability for the loss or damage comes to the client’s notice.
(c) The professional liability of civil law notaries, junior civil law notaries and notary’s clerks working at Rosenberg Polak and its group companies is limited as set out in the first sentence of clause 1.4(a) above. Any other liability on their part and the liability of other persons associated with Rosenberg Polak is excluded. This clause constitutes an irrevocable third-party clause for the benefit of each person associated with Rosenberg Polak.
(d) The client indemnifies and holds Rosenberg Polak and persons associated with Rosenberg Polak harmless from and against any claims by third parties and any other loss or damage incurred by Rosenberg Polak or a person associated with Rosenberg Polak in connection with the engagement to the extent that the claim or the loss or damage exceeds the amount paid in respect thereof under an insurance policy taken out by Rosenberg Polak plus the excess not covered by that policy. A “third party” includes any group company of the client, shareholder of the client, director and supervisory board member of the client, and any person working for or at the client and any family member of the client. This clause constitutes an irrevocable third-party clause for the benefit of each person associated with Rosenberg Polak.
1.5 Engaging third parties
(a) Rosenberg Polak may engage others than persons associated with Rosenberg Polak (such as couriers, bailiffs, translators, experts and foreign legal advisers) for the performance of the engagement to the extent that this is conducive to such performance. Rosenberg Polak may engage such a third party either in its own name or as an authorized representative in the client’s name.
(b) The client is bound by the terms and conditions agreed by Rosenberg Polak (in its own name or in the client’s name) with third parties engaged by Rosenberg Polak. Rosenberg Polak is not liable for any loss or damage caused by actions or omissions on the part of third parties engaged by Rosenberg Polak.
(c) If Rosenberg Polak holds funds of a client or a third party, the client is bound by the terms and conditions of the bank where the funds are held. Rosenberg Polak is not liable for any loss or damage caused by actions or omissions on the part of the bank.
1.6 Confidentiality and files
(a) Rosenberg Polak and the client shall treat the engagement and everything relating to the engagement or coming to their knowledge in connection with the engagement strictly confidential. Each of them shall take reasonable precautions to ensure that persons associated with Rosenberg Polak do the same.
(b) The first sentence of clause (a) above does not apply insofar as disclosure is compulsory by law or pursuant to a binding order of a court or a government agency or, in the case of Rosenberg Polak, insofar as disclosure is desirable in view of the performance of the engagement.
(c) Rosenberg Polak will retain its files and all documents and other data carriers that are in its possession in connection with the performance of the engagement for the statutory retention period. After that period, Rosenberg Polak may destroy documents without notice to the client.
1.7 Termination of the engagement
(a) The client may terminate the engagement at any time, but only by giving written notice to his contact at Rosenberg Polak.
(b) Rosenberg Polak may terminate the engagement subject to fourteen days’ notice, or with immediate effect if the client fails to pay an invoice within thirty days of the due date, but in any event only by means of a written notice to the client.
(c) If the engagement is terminated, the client is obliged to pay the fee due for the work undertaken by Rosenberg Polak prior to the end of the engagement and for any work that must be undertaken by Rosenberg Polak after such termination in order to transfer the matter to the client or a third party.
1.8 Governing law; complaints and disputes
(a) The contract for services (including clause (c) below) and any non-contractual obligation arising out of or relating to that contract are governed exclusively by Dutch law.
(b) The services performed by civil law notaries and junior civil law notaries working at Rosenberg Polak are governed by the Verordening Klachten en geschillenregeling (Complaints and Dispute Resolution Procedure Regulation) of the Royal Dutch Association of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie), which can be found on https://wetten.overheid.nl/BWBR0032565/2015-10-18. Information about the procedure can be found on www.degeschillencommissie.nl.
(c) Without prejudice to clause 1.8(b) above, the District Court of The Hague, the Netherlands, has exclusive jurisdiction to hear and determine any disputes arising out of or in connection with the contract for services, including any disputes concerning its existence and validity and non-contractual obligations.
(d) Clauses 1.8(a) and (c) above apply by analogy to non-contractual obligations of persons associated with Rosenberg Polak that arise out of or relate to the contract for services. This clause constitutes an irrevocable third-party clause for the benefit of each person associated with Rosenberg Polak.
- PERSONAL DATA
(a) Terms used in this Article 2 that are defined in the General Data Protection Regulation (“GDPR”) have the same meaning as in the GDPR.
(b) The client indemnifies and holds Rosenberg Polak and persons associated with Rosenberg Polak harmless from and against any claims by third parties and any other loss or damage incurred by Rosenberg Polak or a person associated with Rosenberg Polak in connection with any alleged unlawful processing of personal data in the course of the engagement, to the extent that Rosenberg Polak has received the personal data in question from the client or on the instructions of the client.
(c) The client shall provide the data subject with such information on the processing of personal data in the course of the engagement as is required under the GDPR. The client shall do so within the applicable term under the GDPR. Rosenberg Polak will be the contact point for data subjects exercising their rights under the GDPR vis-à-vis Rosenberg Polak.
(d) Each of the parties shall notify the other without undue delay if it becomes aware of a breach in connection with personal data that are processed in the course of the engagement. The client and Rosenberg Polak shall consult with each other before notifying supervisory authorities and data subjects thereof.
(e) Each of the parties shall inform the other without undue delay if it becomes aware of an investigation by a supervisory authority in connection with personal data being processed in the course of the engagement.