1.         MHJ Legal

MHJ Legal B.V. (“MHJ Legal”) is a private limited company, registered at the Chamber of Commerce Rotterdam under number: 24431677. MHJ Legal B.V. acts from the Netherlands and under the name of: “MHJ Legal”.

2.         Legal Relationship

All work and services commissioned by our client ("you") and to be performed by persons employed at MHJ Legal shall be accepted and carried out exclusively by MHJ Legal (the "Engagement", which term includes any subsequent variation thereof). Applicability of sections 7:404 and 7:407 (2) of the Dutch Civil Code is hereby expressly excluded.

3.         Advice

All work and services performed by us ("Our advice") are performed solely for use by you and for the purposes associated with the Engagement.

Our advice should not be disclosed to any third party without our prior agreement and we accept no responsibility for any consequences arising from reliance upon our advice by any person other than you.

4.         Documents

You will provide us with any documents and information that we may need to complete the Engagement. Unless you state otherwise, you confirm that all documents and information provided to us are, to the best of your knowledge, complete and accurate and that we may rely upon them.

5.         Instructions

Unless instructed otherwise, we will assume that all of your directors, officers and employees who give us instructions are authorised to do so and that we may act on oral instructions.

6.         Communications

Unless instructed otherwise, we will assume that we may correspond with you by internet e-mail. Where we do so we will use an industry standard firewall containing virus protection. We cannot, however, guarantee that transmissions will be secure or free from infection, and we will have no liability for any loss or damage caused by the use of electronic communications. If you have a requirement for a greater level of security in electronic communication, please discuss this with us.

7.         Fees

We will render our bills to you on a monthly basis unless otherwise agreed. Unless otherwise agreed any fees due by you will be calculated on the basis of the number of hours worked multiplied by the applicable hourly rate according to the scale of fees as from time to time set by us. Fees for notarial services which are chargeable at a fixed rate will be billed according to the scale of fees set by the Koninklijke Notariële Beroepsorganisatie (the controlling body of notaries in The Netherlands). Out of pocket expenses paid by us on your behalf will be billed separately. For regular office expenses (e.g. postage, telephone, telefax and photocopying costs) a percentage of our fees will be charged. No separate charge is made for secretarial time, other than overtime. Generally VAT is payable on our fees and on certain expenses.

Our bills are to be settled within 14 days. We reserve the right to charge interest on overdue amounts at the Dutch statutory rate.

We will charge for all of our time spent on the Engagement, including time spent attending meetings, travelling, reviewing and preparing papers, carrying out legal research, corresponding with you and with third parties, and making and receiving telephone calls.

We reserve the right to apply any funds in our client account (which are not held by us for a specific purpose) towards the discharge of any outstanding bills.

8.         Costs of Litigation

You should note the following points if we are advising on a matter that involves litigation in The Netherlands.

As a general rule, the Courts (rather than the parties) control the timetable in litigation in the Netherlands. As part of this process, the Courts may encourage the parties to settle their differences by negotiation or mediation, and can impose costs on the losing party.

The following points should also be noted:

Even if costs are awarded in your favour, this will as a rule not give a full indemnity against our costs because:

costs as awarded by the Courts are not based on any hourly rates;

the paying party may be in financial difficulty.

You will be liable for the full amount of our costs, irrespective of the amount (if any) payable to you by the other side.

9.         File Destruction Policy

We keep files on concluded matters for not less than 6 years. If you would like the files in relation to the Engagement to be kept for a longer period, please let us know.

10.       Service Providers

Where we engage the services of third persons ("Service Providers"), we shall where possible consult with you beforehand and shall in any event exercise due care in the selection of such Service Providers. We shall not be liable for any failure, fault or shortcomings of such Service Providers and have the right to accept any limitations of liability stipulated by Service Providers.

11.       Limitation of Liability

Our liability to you, to any person to which our advice is given at your request and to any other person shall be limited to the amount which in the matter concerned may be claimed under our professional liability insurance increased by the amount of the excess which under the terms of our insurance policy is for its own account. Claims for damages will lapse if proceedings are not instituted in the competent court within one year of the discovery of the relevant harm or loss.

12.       Indemnity

Save in case of our wilful default or gross negligence, you shall indemnify, safeguard and hold us harmless from and against all actions, claims or demands of third parties ‑ including costs to be incurred by us in connection therewith – arising from or relating in any way to work or services performed by us for you.

13.       Data Protection Laws

Unless the context otherwise requires, words and phrases in this paragraph shall have the meaning given to them by European Directive 95/46/EC irrespective of the place of residence of any relevant individuals.

During and after the Engagement we may process on your behalf any personal data you have provided to us. Any such processing shall be in accordance with, and subject to, your instructions except as described below. We will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to us against unauthorised or unlawful processing, accidental loss, destruction or damage, including when we sub-contract any processing (for example, in the case of external storage of data). Your instructions are taken to include the use by us, where appropriate, of independent contractors for data and file storage, back-up, destruction and the like, in accordance with the foregoing.

We may from time to time use the contact details you and your representatives have provided to us to send invitations, marketing materials, legal updates or other publications that we feel may be of interest and to organise associated events as well as business meetings. Such contact details may include any information you or your representatives have made available to us to assist us in such purposes, including for example dietary preferences. Should any individuals not wish to receive marketing communications, please notify your contact at MHJ Legal.

We may also process personal data concerning our clients and contacts in other ways for our own business purposes (for example, but not limited to, billing, client management, archives, conflict checks and know-how).

In connection with any of the purposes described above, and any other legitimate processing of personal data, information may be shared with our offices both inside and outside the EEA. Data protection laws may be weaker outside the EEA than inside it.

By accepting these Terms of Business you give positive consent for us to obtain, store and process information about you as described in the preceding paragraphs. You agree that where necessary you will have obtained any appropriate consents from individuals, in connection with the above-described categories of processing, before providing us with personal data.

It is also a term of the Engagement that any personal data supplied by us to you about our employees and/or any third parties may only be used for the express purposes for which that information is provided to you.

14.       Directors, Shareholders and Employees

These General Terms have also been stipulated on behalf of the directors and former directors of MHJ Legal, the shareholders and former shareholders in MHJ Legal, directors of its shareholders or former shareholders, directors of the holding companies of its shareholders or former shareholders, employees or former employees, anyone who has been engaged by MHJ Legal in carrying out its assignment, and all beneficiaries and successors in title of such persons referred to above.

15.       Intellectual Property Rights

We will own all copyright in any document prepared by us during the course of carrying out the Engagement. For the avoidance of doubt, it is in the nature of legal work that we may occasionally use parts of documents prepared by us on behalf of one client when preparing documents for another client, subject to our obligations of confidentiality and any express agreement to the contrary.

16.       Termination

You may terminate the Engagement by giving us notice in writing at any time.

We may decide to cease acting for you, but only after reasonable notice has been given and only for a good reason, e.g. if we are unable to obtain clear instructions on how we should proceed, if our bills are not paid when due or if you require us to act in a way which is contrary to our professional duties or our duties to the Court. If we terminate the Engagement, you will pay our outstanding fees and expenses, including those not yet billed.

Whether termination is by you or by us, we shall be entitled to retain your papers until our fees and expenses have been paid.

17.       Severability

If any of the General Terms or the provisions in the Engagement are declared void, illegal or otherwise unenforceable, the remainder shall survive unaffected.

18.       Applicable Law and Jurisdiction

The Engagement and these General Terms shall be governed by the law of The Netherlands. A Company Complaints Settlement Scheme applies to the services provided. Any dispute between you and us shall be decided by the court of competent jurisdiction in Rotterdam, provided however that we may take proceedings in any other competent court.

19.       Language

These General Terms have been written in the Dutch and English languages. In case of differences in (the interpretation of) the texts the Dutch version shall prevail.

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