General Terms and Conditions Halsten Legal B.V. (version 2018)
1. Halsten Legal B.V. (hereinafter referred to as “Halsten”) is a private limited company, with its corporate seat in Amsterdam and listed in the commercial register under no. 34302670. The object of Halsten is the provision of legal services in the broadest sense of the word.
2. Halsten is assisted by persons it engages in the execution of the engagements, being either employees of Halsten or third parties engaged by Halsten.
3. All engagements from clients are considered by Halsten as issued exclusively to it, even if the explicit or tacit intention is for an assignment to be performed by a specific person. The effect of Article 7:404 of the Dutch Civil Code (hereinafter “DCC”), which contains an arrangement regarding the latter case, and the effect of Article 7:407(2) DCC, which establishes a joint and several liability in cases where an assignment is issued to two or more persons, are explicitly excluded.
4. Halsten reserves the right to replace a person executing the engagement or participating in the execution of the engagement by another person.
5. The Client is required to inform Halsten adequately and in time in respect of all that is relevant for the execution of the engagement by Halsten.
6. Engagements between Halsten and the Client can be dissolved without any further notice of default if the Client is declared bankrupt, applies for a suspension of payments or fails to perform any obligation under the Agreement. This does not affect Halsten’s right to claim full compensation.
7. Invoices must be paid within 30 days of the invoice date by transfer of the amount to Halsten’s account as stated on the invoice, unless the engagement states a different payment term. The Client will make payment in full without deduction or setoff, and without suspension on account of alleged or actual failure, and will not seek any order permitting retention of property as security pending the outcome of proceedings. If the Client does not pay within this term, the Client will be in default with effect from the due date, without any further notice of default or demand being required, and will owe the statutory interest for commercial transactions pursuant to Article 6:119a DCC. Complaints regarding the invoice must be submitted to Halsten in writing within 14 days of the date of dispatch of the invoice. The Client’s right to complain lapses upon expiry of this term. A complaint does not affect the payment obligation relating to the part of the invoice against which no complaint was made.
8. Halsten charges travel expenses at €0.45 per kilometre and in addition, if applicable, the parking fees incurred. In the event of travel by public transportation, the public transportation costs (2nd class) will be charged.
9. The results of the services provided by Halsten may be subject to intellectual property rights. Any intellectual property rights arising in relation to Halsten’s services are and remain vested in Halsten. Halsten will grant a perpetual, exclusive, non-transferable right of use to the Client, to use the results of the services.
10. Halsten will observe confidentiality in respect of third parties with regard to all business information, including information regarding business capital, business operations, software and any other information from the Client that has come to Halsten’s knowledge in any way. Halsten may not reproduce any business information relating to the Agreement or allow third parties to inspect it, unless required in the context of the performance of the Agreement. All information, auxiliary equipment, documentation and other business information made available to Halsten in the context of the Agreement always remain the property of the Client and must be returned to the Client at first request. Halsten will impose the obligations stated in this article on staff and third parties engaged in the performance of the Agreement by Halsten as well.
11. Unless the Client informs otherwise, Halsten is entitled to use the Client’s name and logo in its external communications, including but not limited to stating the Client’s name and logo on Halsten’s website. In addition, Halsten may give a brief overview of the services, provided that the Client has not designated this information as being confidential. The Client will provide Halsten with a high-quality digital version of the logo upon request.
12. The Client and all legal and natural persons and companies affiliated with the Client are prohibited from entering into an employment relationship or cooperation of whatever nature, whether directly for themselves or through and/or for third parties, with persons who have been engaged in the performance of the Agreement by or through Halsten, without the explicit prior written permission from Halsten, such during the term of the Agreement and twelve months after the end of the Agreement. In the context of the provisions of this article, the Client is responsible and liable for legal and natural persons and companies directly or indirectly affiliated with the Client.
13. Halsten may process personal data as defined in the General Data Protection Regulation 2016/679 (hereinafter ”GDPR”) concerning the Client and/or persons working at/for or affiliated with the Client, if this is required in the context of the performance of the legal services provided to the Client or compliance with Halsten’s statutory obligations. Halsten acts as controller within the meaning of the GDPR to the extent that Halsten determines the purpose and means of the processing of personal data for the performance of the legal services provided to the Client.
Insofar as Halsten processes personal data for the Client in the context of this Agreement and the Client determines the purpose and means of this data processing, the Client will act as controller for the processing of the personal data and Halsten as processor within the meaning of the GDPR. In that event, the following provisions will apply, which are jointly considered a processing agreement within the meaning of the GDPR between Halsten and the Client:
a. Halsten will implement appropriate technical and organisational security measures to protect the personal data against loss or any form of unlawful processing. In any event, these measures include:
b. To enable the Client to comply with its data breach notification obligations, Halsten will inform the Client of any breach of the security of the Client’s personal data put in place by Halsten, if it cannot reasonably be ruled out that personal data has been lost or has been or may be processed unlawfully as a result of such breach. Halsten will inform the Client of this immediately, meaning within 48 hours after Halsten identified the relevant breach or was informed thereof by a subcontractor engaged by Halsten. Halsten will use the information it has available to assess the loss or unlawful processing of the personal data that cannot reasonably be ruled out as a result of the breach of the security put in place by Halsten. The Client will provide a valid email address to Halsten in writing, to which Halsten can send the aforementioned notification.
c. Halsten will not provide any personal data to third parties or have personal data processed by third parties, unless required for the performance of this Agreement. The above does not affect the fact that Halsten is allowed to use the Client’s name where it provides a brief overview of the services to clients or potential clients to give an indication of Halsten’s knowledge and experience.
d. The Client has an independent obligation to comply with the applicable laws and regulations relating to personal data protection, including but not limited to the GDPR. The Client indemnifies Halsten against all third-party claims related to non-compliance with said laws and regulations by the Client. The indemnification also pertains to all damage and costs incurred by Halsten in relation to such claim.
14. Should an event arise in the performance of an engagement that results in liability on the part of Halsten, this liability will be limited to the amount Halsten can claim under the professional liability insurance it has taken out, including the excess borne by Halsten in relation to that insurance. An event within the meaning of the previous sentence also includes omissions. If any damage is caused to persons or property due to or in relation to the performance of an engagement by the Client or otherwise, for which Halsten is liable, this liability will be limited to the amount Halsten can claim under the general liability insurance it has taken out, including the excess borne by Halsten in relation to that insurance. If for whatever reason no payment is made under the aforementioned insurances, the liability referred to above will be limited to €35,000 or, if the fee charged by Halsten for the services related to the relevant case or file exceeds this amount, limited to amount of the fee including VAT, subject to a maximum of €100,000.
15. All claims and powers towards Halsten, in connection with the performance of the Agreement by or on behalf of Halsten, will forfeit one (1) year after the services giving rise to a claim or power were rendered, unless the Client has informed Halsten of the claims and powers in question in writing and with substantiation within the forfeiture claim period of one (1) year.
16. It may be the case that third parties engaged by Halsten in relation to the performance of the Agreement wish to limit their liability in this regard. Halsten assumes and, where necessary, hereby stipulates that if the Client issues Halsten an engagement, Halsten is authorised to accept such a limitation of liability also on behalf of the Client.
17. The legal relationship between Halsten and the Client is governed by Dutch law. If there are any disputes between Halsten and the Client, the District Court in Amsterdam will have exclusive jurisdiction to hear these.
18. Not only Halsten, but also all persons engaged in the performance of any engagement from the Client can rely on these general terms and conditions. The same applies to former employees, including their heirs, if they are held liable after the employment or other relationship with Halsten has ended.
19. These general terms and conditions also apply to follow-up or additional engagements from the Client.
Halsten Legal B.V. has its official seat in Amsterdam and is listed in the commercial register under no. 34302670