General terms and conditions

  1. Westport Notarissen N.V. (hereinafter to be referred to as: “WPN”), is a public limited liability company incorporated under Dutch law which, under its sole and any other responsibility, operates as a law practice, specifically a notary practice. WPN is registered with the Dutch Chamber of Commerce under reference 27296041.
  2. The provisions in these general terms and conditions apply not only to WPN, but also to Raak Notarissen (a trading name of WPN), and to all board members and any other person working for WPN and/or Raak Notarissen, and/or any other person whose services have been requested during the services provided by WPN , and/or any other personfor whose activities or omissions WPN might be held liable.
  3. These general terms and conditions apply to all commissions and/or instructions accepted by WPN in writing (which includes per e-mail), as well as any additional or follow-up commissions and/or instructions and any other activities and legal relations.
  4. Commissions and/or instructions are also deemed accepted if and/or when they have been confirmed by WPN to the client in writing (which includes per e-mail), if and/or when the client is sent a draft deed drawn up by WPN and/or if the client accepts legal advice without contest, or if and/or when WPN is sent an agreement stipulating that the deed should be executed by a notary associated with WPN.
  5. All commissions and/or instructions are accepted and acted upon by WPN exclusively, with the explicit exclusion of Article 7:404 BW (Dutch Civil Code) and article 7:407 paragraph 2 BW, even if it is the explicit or implicit intention that commissions and/or instructions are acted upon by a specific person. The execution of commissions and/or instructions is carried out exclusively to the benefit of the client. Third parties may not derive any rights from commissions and/or instructions accepted by WPN or any work performed in connection with those commissions and/or instructions.
  6. The execution of commissions and/or instructions will be carried out by WPN in accordance with all legal and other regulations applicable to notaries.
  7. Should WPN suspect it is being asked to provide services which may relate to money laundering or to the financing of terrorist activities, WPN is obliged to report this to the FIU (Finance Intelligence Unit) under the WWFT (Money Laundering and Terrorist Financing (Prevention) Act). Even if this involves prospective transactions which have not (yet) been processed. WPN is prohibited by law to notify the client when such a report is made.
  8. If commissions and/or instructions are given by more than one (1) (legal) person(/entity), each of them shall be jointly and severally liable for all rights and obligations arising from the legal relationship with WPN. If commissions and/or instructions are given by a (legal) person(/entity) on behalf of a legal entity, this (legal) person(/entity) is also regarded as a client. In the event of non-payment by the client, the (legal) person(/entity) who has given instructions and/or commissions on behalf of the client, as well as the board member (a private individual) who is acting or has acted on behalf of that legal entity shall be liable for payment of the invoice. The preceding clause also applies in cases where the legal entity who gave instructions on behalf of the client is in turn represented by a (legal) person (/entity), etcetera.
  9. An advance payment may be requested in respect of the services, prior to the performance of the services. In addition, WPN shall be entitled to put forth interim invoices.
  10. In case a quotation has been issued for prospective services, WPN continuously remains entitled to invoice any additionally provided services that were unknown at the time of providing the quotation, based on the hours worked. An hourly specification will be sent upon first request
  11. In addition, WPN shall always be entitled to pass on any costs and disbursements it has incurred, separately from the notarial fees and VAT. If the costs and disbursements are adjusted during the period of commission and/or instruction, any and all costs and disbursements due at the time of the invoice will be passed on.
  12. If commissions and/or instructions are withdrawn (including not proceeding as a result of invoking a resolutive condition), services provided up to the moment of termination the commissions and/or instructions will be charged. A specification of all worked hours will be provided upon first request. In such an event, costs and disbursements charged to WPN up till that point will be passed on.
  13. If applicable, WPN will reimburse interest to the entitled party based on applicable legislation and regulations on funds held by WPN. If applicable, WPN will pass on interest or deduct this if negative (at a fixed rate), and then deduct fees for payment transactions.
  14. WPN has the right to, at the beginning of each calendar year, offset at once the negative interest charged by the bank against the funds held in the escrow account in the previous year against the funds then still held.
  15. The content and accuracy of invoices and credit notes can only be disputed if this takes place within 15 days of issue.
  16. Any liability of WPN shall be limited to the amount or amounts claimed by the applicable (professional) liability insurance, including the excess borne by WPN in connection with that insurance. If, for whatever reason the insurance policy does not provide cover, WPN’s liability shall be limited to the fee charged (excluding VAT) with regard to the provided services – related to any potential liability – up to a maximum of €10,000.
  17. WPN shall accept no liability for indirect loss, consequential loss or loss of business.
  18. WPN excludes liability for indirect damage, consequential damage and/or trading loss. The client shall indemnify WPN against any and all claims from third parties, including reasonable costs for legal assistance, which are in any way related to work for the client.
  19. Claims for payment of damages shall expire by the lapse of one (1) year, from the day after the client became aware or could reasonably have become aware of the loss and the possible liability of WPN.
  20. WPN is entitled to engage third parties in the performance of their services with regards to the commissions and/or instructions, and will exercise due diligence when doing so. WPN is not liable with regard to the choice of such third parties and for any shortcomings of such third parties. Any limitations of liability by third parties may be accepted by WPN (as well as) on behalf of the client.
  21. Invoices to be sent by WPN must be paid, without suspension or set-off, within 14 days, unless agreed otherwise, failing which the client shall be deemed to be in default. Without prejudice to the interest owed on the outstanding amount of 1% per month (whereby a part of a month is counted as a full month), WPN is authorised to increase the amount owed with all costs connected to the collection of the amount owed. The extrajudicial costs are set at 15% of the principal amount owed, with a minimum amount of €100 for consumers and a minimum amount of €500 for clients acting in the course of a profession or business.
  22. WPN is authorised to index the agreed fees annually and to increase the applicable hourly rates. Unless there is written objection, WPN and her escrow accounts shall be entitled to offset or use (or arrange to use) funds received in the (escrow) account from WPN from or on behalf of the client account, for payment of fees owed to WPN.
  23. These general terms and conditions have been drawn up in Dutch and English. In the event of a dispute regarding the contents or scope of these terms and conditions, the Dutch text shall prevail. In the event of a discrepancy between these general terms and conditions and the commissions and/or instructions confirmed in writing, what was agreed upon at the time of the commissions and/or instructions shall prevail.
  24. The legal relationship between the client and WPN shall be governed by Dutch law. Disputes shall be resolved exclusively by the competent judge of the District Court of The Hague or the District Court of Rotterdam, unless mandatory legal provisions dictate otherwise.