ARTICLE 1. CONTRACT FOR SERVICES
- LexQuire Notarissen is run in the form of a private limited liability company. This company will hereafter be referred to as “LexQuire Notarissen”.
- These general conditions have also been stipulated for the benefit of the individual shareholders, the managing directors and the persons working or having worked for LexQuire Notarissen. Where reference is made in these general conditions to LexQuire Notarissen, this also means, in so far as the context permits, the individual shareholders, the managing directors and the persons working and having worked for LexQuire Notarissen.
- An assignment is concluded with the LexQuire Notarissen company. This applies even if it is the express or tacit intention of the Client that the assignment be carried out by a certain person. The operation of Sections 7:404 and 7:407, subsection 2, of the Dutch Civil Code (BW) is expressly excluded. LexQuire Notarissen will be entitled to refuse an assignment.
- “Client” will be understood to mean the natural person or legal entity granting or partly granting the assignment to provide services, as well as his, her or its other party or parties.
- The assignment is performed solely for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed. If a third party makes use of the content of the work in any way, that third party will be bound by the content of these general conditions.
- The applicability of any purchasing or other conditions of the Client is expressly rejected.
- If an assignment is granted by more than one person, each of them will be jointly and severally liable for the amounts owed pursuant to the assignment granted to LexQuire Notarissen.
- If an assignment is granted by a natural person on behalf of a legal entity, this natural person will also be the Client in a private capacity if this natural person may be considered as the policymaker or joint policymaker of this legal entity. In the case of non-payment by the legal entity, he or she will therefore be personally liable for the payment of the invoice, irrespective of whether the invoice, whether or not at the request of the Client, is made out in the name of a legal entity or in the name of the Client as a natural person.
ARTICLE 2. WORK
- The work will be carried out by LexQuire Notarissen with due observance of the statutory and other provisions applicable to civil-law notaries.
- If no specific arrangements have been included in the quotation or the assignment confirmation, the assignment will be performed in accordance with LexQuire Notarissen’s customary working methods.
- The Client will ensure that all data that LexQuire Notarissen indicates are necessary or that the Client should reasonably understand are necessary for the performance of the agreement, are issued to LexQuire Notarissen on time. If the data necessary for the performance of the agreement are not issued to the LexQuire Notarissen on time, LexQuire Notarissen will be entitled to suspend the performance of the agreement and/or to charge the Client for the extra costs arising from the delay in accordance with the usual rates.
- The implementation period will not commence until the Client has made the data available to LexQuire Notarissen, without prejudice to LexQuire Notarissen’s right to commence implementation at an earlier stage.
- LexQuire Notarissen will be entitled to suspend its work if an advance or interim invoice is not paid on time.
- LexQuire Notarissen will not be liable for any damage, of whatever nature, caused by LexQuire Notarissen operating based on incorrect and/or incomplete data provided by the Client.
ARTICLE 3. ENGAGING THIRD PARTIES
- The choice of a third party to be engaged by LexQuire Notarissen will be made, where possible and reasonably appropriate, in consultation with the Client and with due care. LexQuire Notarissen will not be liable for failures on the part of this third party, except for an intentional act or omission or gross negligence by LexQuire Notarissen.
- Except in the case of an intentional act or omission or gross negligence on the part of LexQuire Notarissen, the Client will indemnify LexQuire Notarissen against all claims of third parties, including the costs incurred by LexQuire Notarissen in connection with such, which are in any way related to the work carried out for the Client
- If these third parties wish to limit their liability in connection with the performance of an assignment of the Client, LexQuire Notarissen will assume and hereby stipulates, if necessary, that all assignments it receives from the Client entitle LexQuire Notarissen to accept such a limitation of liability on behalf of the Client.
ARTICLE 4. IDENTIFICATION OF CLIENTS, WWFT AND REPORTING OBLIGATION
- The performance of an assignment depends in part on the research into politically exposed persons (PEPs), ultimate beneficial owners (UBOs), the (more stringent) client research and the research into the origin of funds used in a transaction (money transfer research). An assignment cannot be completed until our firm sees no reason to refuse to serve as referred to in Section 21, subsection 2, of the Dutch Civil-Law Notaries Act (Wna).
- LexQuire Notarissen is obliged by applicable legislation, including the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wwft), to report unusual transactions to the authorities in certain cases. LexQuire Notarissen gives priority to the legal obligations under the Dutch Money Laundering and
Terrorist Financing (Prevention) Act over the duty of confidentiality under the Dutch Civil-Law Notaries Act.
- We pass on the costs of compliance with the Dutch Money Laundering and Terrorist Financing (Prevention) Act. You are also liable for these costs if it appears that we are not permitted to carry out the assignment in connection with the provisions of Section 21, subsection 2, of the Dutch Civil-Law Notaries Act.
ARTICLE 5. PROFESSIONAL LIABILITY/ LIMITATION OF LIABILITY
- The civil-law notary’s liability is limited to the cover for which a professional liability insurance has been taken out, plus any excess. The applicable rules of professional conduct and practice contain minimum standards with which the insurance must comply. If, for whatever reason, no payment should take place pursuant to the insurance referred to above, every case of liability will be limited to the fee charged by LexQuire Notarissen in the case in question.
- The limitation of liability described in paragraph 1 will also apply if LexQuire Notarissen is liable for the mistakes of third parties it has engaged or for the improper functioning of equipment, software, data files, records, or any other items used in the performance of the assignment.
- The limitation of liability as described in paragraph 1 will also apply if LexQuire Notarissen has wrongly refused its service or has wrongly filed a report based on the Dutch Money Laundering and Terrorist Financing (Prevention) Act and damage has resulted from such.
- The limitation of liability as included in paragraphs 1, 2 and 3 of this article has also been inserted for the benefit of the LexQuire Notarissen partnership, the individual civil-law notaries, the deputies of the civillaw notaries, the assigned civil-law notaries and all those working at the office, so that these persons may also invoke this limitation of liability.
- LexQuire Notarissen will not liable for damage in the event that a bank engaged by LexQuire Notarissen is unable to fulfil its obligations. Nor will LexQuire Notarissen be liable in the event that the clients’ accounts in accordance with Section 25 of the Dutch Civil-Law Notaries Act show a deficit because a bank where one or more accounts is or are held is unable to meet its obligations.
- All rights of claim and other powers of the client vis-à-vis LexQuire Notarissen, the joint and individual shareholders, its directors and the persons working or having worked for LexQuire Notarissen in connection with work carried out by LexQuire Notarissen will in any case lapse as soon as a period of one year has elapsed after the day on which the client became aware or could reasonably have become aware of the existence of those rights and powers.
ARTICLE 6. QUOTATIONS AND OFFERS
- All quotations and offers of LexQuire Notarissen will be free of obligation, unless a term for acceptance is stated in the quotation.
- LexQuire Notarissen cannot be bound to its quotation if the Client can reasonably understand that the quotation, or a part thereof, includes an evident mistake or slip of the pen.
- The prices stated in a quotation will be exclusive of Dutch VAT and other government levies, unless stated otherwise. For each deed, an amount is levied for the Quality Fund as determined from time to time by the Royal Dutch Association of Civil-Law Notaries.
- If the acceptance deviates (whether or not on minor points) from the proposal in the quotation, LexQuire Notarissen will not be bound to it. If that is the case, the agreement will not be concluded in accordance with that deviating acceptance, unless LexQuire Notarissen indicates otherwise.
- A composite quotation will not oblige LexQuire Notarissen to perform part of the assignment for a corresponding part of the stated price. Offers or quotations will not automatically apply to future orders.
ARTICLE 7. FEES
- 1LexQuire Notarissen will inform its Client in a clear and timely manner about the financial consequences of its services.
- LexQuire Notarissen will inform the Client in good time if more costs will be charged than agreed upon.
- LexQuire Notarissen may not charge the costs of its activities to another assignment, another part of the assignment or a party other than the Client.
- The customary LexQuire Notarissen fees will be charged for the service provision, unless agreed otherwise in writing between the Client and LexQuire Notarissen. The customary fees will be determined based on the number of hours worked multiplied by the hourly rates set by Lexuire Notarissen.
- If more work than normal is carried out, LexQuire Notarissen will be entitled to charge a higher amount than that referred to in the previous paragraph. If LexQuire Notarissen believes that this additional work is caused by or is the result of one party, LexQuire Notarissen will be entitled to invoice this additional work to that party, without prejudice to the liability of its other party with respect to LexQuire Notarisen.
- If the assignment continues for more than one month, LexQuire Notarissen will be entitled to submit interim invoices.
- Work that is performed without this work eventually resulting in a deed will also be covered by the assignment.
- LexQuire Notarissen will be entitled to change its basic hourly rate and its fixed fees for deeds. If the change results in an increase of more than 10%, or if the increase takes place within three months of the assignment being concluded, the Client will be entitled to dissolve the agreement. The right to dissolve will expire on the fifteenth day following the notification of the rate increase. Increases in the costs of third parties as referred to in Article 3 and changes in fees/ charges/taxes will be passed on.
- LexQuire Notarissen will be entitled to submit an advance invoice.
- Expenses paid by LexQuire Notarissen on behalf of the Client will be charged separately.
ARTICLE 8. PAYMENT CONDITIONS
- Unless stated otherwise, the fee owed and any disbursements, as well as an amount to compensate any negative interest rates should be in the possession of LexQuire Notarissen no later than the date of the execution of the deed, but prior to the actual time of execution.
- In all other cases, payment of LexQuire Notarissen invoices must take place, without suspension or setoff, within fourteen days of the invoice date.
- Except in the case of a written objection by return from the Client, LexQuire Notarissen will be entitled to withhold the amount invoiced from a security payment or deposit paid into its clients’ account and it will be entitled to settle the payable part of the balance on the clients’ account, as referred to in Section 25 of the Dutch Notaries Act (Wet op het Notarisambt), to which the Client is entitled, with or to use it as payment for that which the Client owes to LexQuire Notarissen.
- If the Client is in default of payment in full of the amounts charged by LexQuire Notarissen to the Client, the Client will owe LexQuire Notarissen extrajudicial costs, with the following applying:
- In so far as the Client did not act in the performance of a profession or business, LexQuire Notarissen will claim an amount equal to the legally permitted maximum compensation for extrajudicial collection costs, as stipulated in and calculated in accordance with the Dutch Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten), in so far that the outstanding amount – after the default has occurred – is not paid within 14 days of the day following the day on which LexQuire Notarissen issued the reminder.
- b. In so far as the Client acted in the performance of a profession or business, LexQuire Notarissen will claim compensation for the extrajudicial costs or collection costs, which in that case, contrary to Section 6:96, subsection 1, of the Dutch Civil Code and contrary to the Dutch Extrajudicial Collection Costs (Fees) Decree, will now be set at an amount equal to 15% of the total outstanding principal sum, with a minimum of EUR 75 for each partially or fully unpaid invoice.
- The costs of the collection agency engaged by LexQuire Notarissen will be charged to the Client. If an assignment is issued by two or more persons, they will each be jointly and severally liable for payment of the fee and disbursements.
- The Client will owe interest on the claim from the time that the due date referred to in paragraphs 1 and 2 expires, without any notice of default being required. The interest will amount to one percent per month, with a part of a month being considered as an entire month.
- A claim against a civil-law notary or LexQuire Notarissen may not be pledged or assigned.
- If payment of a consideration in any transaction takes place via the LexQuire Notarissen clients’ account, payment of the sum will be made on the next working day after the transaction, such based on the provisions of the Dutch Bankruptcy Act (Faillissementswet), in order to achieve maximum legal certainty. If a delay in payment is caused by malfunctions in electronic banking transactions, LexQuire Notarissen will not be liable for such.
- The payment of money in respect of transactions of registered property will also be subject to supplementary rules of professional conduct and regulations of the Royal Dutch Association of Civil-Law Notaries.
- If LexQuire Notarissen holds client funds, these funds will be held in the clients’ account or accounts at one or more of the financial institutions with which LexQuire Notarissen holds an account. LexQuire Notarissen cannot demand interest rate conditions that private individuals usually enjoy on their own savings.
ARTICLE 9. INFORMATION SECURITY AND PRIVACY / COMMUNICATIE
- LexQuire Notarissen will take appropriate technical and organisational measures to ensure compliance with the General Data Protection Regulation (GDPR). First and foremost, the obligations under the Dutch Civil-Law Notaries Act (Wet op het Notarisambt). Furthermore, additional measures have been taken to protect the privacy of clients.
- LexQuire Notarissen has drawn up a Privacy Statement on behalf of its clients and makes it available digitally (and if requested by post) to all parties involved.
- LexQuire Notarissen prefers to communicate digitally.
- If the Client and LexQuire Notarissen communicate with each other electronically, both parties will ensure proper virus/phishing protection.
- However, if one of the parties nevertheless suffers a virus infection or other malfunction, the other party will not be liable for such.
- E-mails will be sent non-encrypted, unless explicitly agreed otherwise. At the request of a client, files will be sent encrypted.
- A Client may expressly indicate that he, she or it does not wish to communicate by e-mail.
- Paper mail will be sent by ordinary mail. At the client’s request, mail will be sent by registered mail. The costs for such will be passed on.
ARTICLE 10. RETENTION PERIOD
LexQuire Notarissen will ensure that executed deeds will be kept at its office for at least 10 years. After 10 years, the deeds can be transferred to a legally recognised repository. The files will be kept for at least the statutory retention period and can subsequently be destroyed. LexQuire Notarissen reserves the right to charge a fee for issuing extracts and copies. LexQuire Notarissen reserves the right to archive deeds and files electronically or externally within the legally permitted rules.
ARTICLE 11. DISPUTE SETTLEMENT RULES
- LexQuire Notarissen adheres to all existing rules of professional conduct.
- There is a notarial complaints and disputes procedure. Go to www.knb.nl and www.degeschillencommissie.nl. If the Client has any complaints regarding LexQuire Notarissen, it must first submit these complaints to LexQuire Notarissen.
ARTICLE 12. APPLICABLE LAW AND COURT
- All agreements between the Client and LexQuire Notarissen, the services provided by LexQuire Notarissen and any liability claims will be governed by Dutch law. This will also apply if all or part of an obligation is fulfilled outside the Netherlands or if the party involved in the legal relationship has its registered office abroad.
- For the settlement of disputes, the competent Dutch court or the Disputes Committee in the district of Limburg will have exclusive jurisdiction.
- The parties will resort to the courts only after they have made every effort to solve the dispute in mutual consultation.
ARTICLE 13. LANGUAGES
These general conditions are available in Dutch, German and English. In the case of disputes, the Dutch text will be binding. These general conditions were drafted on 1 May 2020 in Beek and filed with the court for the Limburg District, hearing location Maastricht.