STANDARD TERMS OF ENGAGEMENT
VAN CAMPEN LIEM
[Van Campen & Partners N.V. and Liem & Partners N.V.]
- Van Campen Liem (attorneys, civil-law notaries and tax advisors) is the joint trade name of Van Campen & Partners N.V. and Liem & Partners N.V. Each of Van Campen & Partners N.V. and Liem & Partners N.V. is a company in the form of a naamloze vennootschap incorporated under the laws of the Netherlands. All assignments (including follow-on and supplemental assignments) are governed by these Standard Terms of Engagement and the relevant agreement letter either from Van Campen & Partners N.V., from Liem & Partners N.V., or from Van Campen & Partners N.V. and Liem & Partners N.V. jointly (the relevant sender(s) of the engagement letter, hereinafter the “NV”).
- Shareholders and other persons who are authorised to accept assignments on behalf of the NV are also referred to as “Partners”. A list of the Partners and other persons employed by each of the NVs will be provided upon request.
- Any assignment is given to the NV and not to any individual person associated with the NV (such as a joint venture partner, a Partner, or such as an employee, advisor, subsidiary company, group company or associated company of the NV or of a joint venture partner or of a Partner – such persons are referred to as being “associated”). This includes any assignment that is to be performed by a specific person so associated with the NV. The application of sections 7:404 and 7:407(2) of the Dutch Civil Code (Burgerlijk Wetboek) is excluded. Where desirable in connection with the nature of our services, we may use personnel at Van Campen Liem Luxembourg.
- If, in the course of an assignment, an event occurs (including a failure to act) that could lead to any liability on the part of the NV, such liability shall be limited to the amount that is paid out in the matter concerned under the professional indemnity insurance of the NV, increased by the amount of the applicable deductible (eigen risico) borne by the NV.
- If the NV is liable for damages to persons or property, such liability shall be limited to the amount paid out in the matter concerned under the general corporate liability insurance (AVB) of the NV, increased by the amount of the applicable deductible (eigen risico).
- If, for whatever reason, no amount is paid out under either of the abovementioned insurances, the liability of the NV shall be limited to an amount equal to the fees (exclusive of VAT and disbursements) that was invoiced to and paid by the client to the NV for the matter in relation to which the liability arose, in the year during which the event took place.
- In the event any third party holds the NV liable in connection with services rendered by or on behalf of the NV to its client, the client shall hold the NV harmless from such liability and any costs in connection therewith, to the extent the NV’s liability to such third party exceeds what would have been its liability had the client taken action against the NV in respect of the liability towards such third party.
- Claims for damages shall expire after a period of one year following the day on which the client became aware of the damages.
- If the NV engages a person not associated with the NV to perform an assignment from a client, the NV shall not be liable vis-à-vis the client for any error or omission (fout) made by such person. By instructing the NV, the client authorizes the NV to accept on behalf of the client a limitation of liability stipulated by such person.
- These General Terms and Conditions may be relied on by the NV and each person associated with the NV, including but not limited to any legal successor under universal title of any person associated with the NV, any person formerly associated with the NV, and any legal successor under universal title of a person formerly associated with the NV.
- Dutch law shall govern the legal relationship between the NV and its clients. Any dispute between the NV and a client shall be resolved in the first instance exclusively by the District Court (rechtbank) of Amsterdam, the Netherlands.
These General Terms and Conditions are available in both Dutch and English. In the event of any discrepancy between the Dutch and English versions, the Dutch version shall prevail.
Filed at the court of Amsterdam on March 12, 2013 under number 32/2013
Liem & Partners N.V. has its statutory seat at Amsterdam, the Netherlands, and is registered with the Trade Register under number 54787882.
Van Campen & Partners N.V. has its statutory seat at Amsterdam, the Netherlands, and is registered with the Trade Register under number 54033500.