General Terms and Conditions
of Certa Advocaten B.V.
1. These general terms and conditions of Certa Advocaten B.V. (“Certa”) are available for inspection at the reception desk of the Certa office at Keizersgracht 620 in (1017ER) Amsterdam. These general terms and conditions have been filed with the Chamber of Commerce in Amsterdam under number 34342484. These general terms and conditions can also be found at https://certa.nl/.
- the Stichting Beheer Derdengelden Certa Advocaten (a foundation for the management of third-party funds registered with the Dutch trade register under
- all companies with which Certa has or has had a management agreement, including their directors and shareholders; and
- all employees, former employees and others who in any way work for, or are connected with, or have worked for Certa, and their heirs.
Limitation of Liability
4. Certa’s liability, irrespective of the legal basis, shall be limited to the amount that is paid out in the case in question under its professional liability insurance policy, to be increased by the amount of its own risk that is to be borne by Certa in the case in question under the terms of the said professional liability insurance policy. Should no payment be made under the insurance referred to in the previous sentence, for whatever reason, any liability on the part of Certa shall be limited to three times the amount invoiced by Certa in the relevant case in the relevant calendar year, to a maximum of EUR 50,000. Any liability on the part of the persons or legal entities referred to in Articles 2 and 3 is excluded. The foregoing sentence is an irrevocable third-party clause for the benefit of the persons or legal entities referred to in Articles 2 and 3.
5. The client shall indemnify Certa and the persons or legal entities referred to in article 2 and 3 and shall compensate Certa for claims by third parties and other damages suffered by Certa and the persons or legal entities referred to in article 2 and 3 in connection with the performance of their services for the client. Any amount that may be paid out to Certa under Certa’s professional liability insurance policy referred to in Article 4, shall be deducted from any payment obligation under this indemnity. A “third party” is also any group company, shareholder, director and commissioner of the client, any person employed by or working for the client, and any member of the client’s family. This paragraph is an irrevocable third-party clause for the benefit of the (legal) persons referred to in Article 2 and 3.
6. Any claim for damages shall become time-barred one year after the day on which the client has become aware of the damage and of Certa’s liability for it.
7. Certa shall exercise due care in engaging third parties. Certa shall not be liable to the client or to any third party for the shortcomings of this third party. Certa is authorized on behalf of the client to accept any limitations of liability of third parties on behalf of the client.
8. If, in connection with the implementation, Certa holds money belonging to the client or (a) third party or parties, the client shall be bound by the conditions of the bank where the money is held. Certa shall not be liable for any damage occurring due to acts or omissions of the bank. If the bank charges negative interest on the funds held, such negative interest shall be borne by the principal or (a) third party (parties) and the negative interest shall be deducted from the funds held. This provision is an irrevocable third-party clause for the benefit of Stichting Beheer Derdengelden Certa Advocaten.
9. In giving an assignment to Certa, the client accepts that Certa may change its hourly rates.
10. Certa invoices on a monthly basis, with a payment term of fourteen days. Certa is entitled to request an advance for (further) activities. If payment is not made within the prescribed period, the client shall be in default by operation of law, without further notice of default being required. The client shall then be liable for default interest in the amount of 1% of the principal sum due per month, whereby part of a month shall be counted as one month. If the client is a consumer debtor, collection costs will be charged in accordance with “het Besluit Vergoeding voor buitengerechtelijke Incassokosten”(a decree on the
settlement of extrajudicial collection costs”. The rates from the aforementioned decree can be found at: https://www.rechtspraak.nl/Voor-advocaten-en-juristen/Reglementen-procedures-en-formulieren/Civiel/paginas/staffel-buitengerechtelijke-incassokosten.aspx. If the client is a legal entity, or a natural person acting in the course of a profession or business, a claim is made for the actual extrajudicial (collection) costs incurred, or at least an amount in accordance with Rapport Voorwerk II.
Before any collection charges are made, Certa shall send the client a reminder, in which the client is given a period of 14 days from the date of the reminder to pay the claim.
11. The client may notify Certa in writing of objections to an invoice within thirty days of the date of the invoice. If no such notification is made, the invoice shall be deemed to have been accepted.
12. In the event of non-payment or late payment of invoices, whether or not they relate to the assignment under consideration, Certa shall be entitled, after notifying the client in writing, to suspend or terminate its activities with immediate effect. This shall not affect the client’s obligation to pay any outstanding invoices in a timely manner. Certa shall be entitled to set off any advance payment made by the client against any unpaid invoices from the client in the matter concerned or in other matters.
Regulations, privacy, retention period, complaints
13. Certa is obliged under applicable laws and regulations to establish the identity of the client and under certain circumstances to report unusual transactions to the authorities.
14. The name, position and contact details of those who liaise with Certa on behalf of the client will be used and retained by Certa for that purpose and for future commercial purposes. Certa shall never share such personal data with others. The client is entitled to ask Certa to allow it to inspect the personal data – processed by Certa as the responsible party within the meaning of the AVG (which is also known by its English name: General Data Protection Regulation (GDPR)) – and/or (where applicable) to correct, supplement, delete or block such data. Certa has taken appropriate technical and organizational measures to protect personal data against loss or against any form of unlawful processing.
15. Certa shall be entitled to remove from its archives, without further notice, files and all documents contained therein, including documents belonging to the client and/or third parties, and to destroy them if and when an assignment has been terminated.
16. Certa’s complaints procedure shall apply to its activities. This complies with the relevant regulations under the Advocatenwet (the law on lawyers). Should no satisfactory solution be reached, the client and Certa shall follow the de Klachtengeschillenregeling Advocatuur (the complaints dispute resolution procedure for the legal profession). The rules of this complaints dispute resolution procedure may be requested from the secretary of the Geschillencommissie Advocatuur at PO Box 90600, 2509 LP The Hague.
17. Dutch law shall apply exclusively to the agreement (including this article) between the client and Certa and to all legal relationships arising therefrom or related to it between the client and Certa and/or the persons or legal entities referred to in article 2 and 3. Disputes shall be settled exclusively by the competent Dutch court.
Amsterdam, April 2021