General terms and conditions

  1. Westport Notarissen N.V. (“WPN”), is a public limited liability company incorporated under Dutch law which, under its sole and any other responsibility, operates as a law practice and, more particularly, notary practice. WPN is registered with the Chamber of Commerce under reference 27296041. 
  2. The provisions in these general terms and conditions apply not only for WPN, but also for Raak Notarissen (a trading name of WPN), and for all directors and anyone else who works for WPN and Raak Notarissen, or anyone who works on any case, or anyone else for whose activities or omissions WPN might be held liable.
  3. These general terms and conditions apply to all instructions accepted by WPN in writing (which includes by e-mail), as well as any additional or follow-up instructions and any other activities and legal relationships. 
  4. Instructions are also deemed accepted where these have been confirmed by WPN to the client in writing (which includes by email), where the client is sent a draft deed drawn up by WPN, or is given legal advice which is uncontested, or where WPN is sent an agreement stipulating that the deed should be executed by a notary who is part of WPN.
  5. All instructions are accepted and acted on exclusively by WPN, 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 instructions will be acted on by a specific person. Instructions are handled exclusively in the best interests of the client. Third parties may not derive any rights from instructions accepted by WPN or any work done in connection therewith.
  6. WPN will handle instructions in keeping with legal and other regulations duly applying to notaries.
  7. Should WPN suspect it is being asked to provide services which may relate to money laundering or to financing terrorist activities, it is obliged to report this to the FIU (Finance Intelligence Unit) under the WWFT (Money Laundering and Terrorist Financing (Prevention) Act). Even where this involves prospective transactions which have not (yet) been processed. WPN is legally prevented from notifying the client when such a report is made.
  8. Where instructions are given by more than one (1) (legal) person, each of them shall be jointly and severally liable for all rights and obligations arising from the legal relationship with WPN. Where instructions are given by a (legal) person on behalf of a legal person, this (legal) person is also regarded as a client. In the event of non-payment by the client, the (legal) person who has given instructions on behalf of the client, as well as the director who is acting or has acted on behalf of that company (where this is a private individual) shall be liable for payment of the invoice. The preceding clause also applies in cases where the legal person who gave instructions on behalf of the client is in turn represented by a (legal) person, etc. 
  9. An advance may be requested in respect of the work, prior to the work starting. In addition, WPN shall be entitled to raise interim invoices.
  10. Where a quotation has been issued for prospective work, WPN shall always be entitled to invoice for additional work that was not known about at the time of submitting the quotation, based on the hours worked. A schedule of chargeable hours will be sent immediately upon request.
  11. In addition, WPN shall always be entitled to invoice any costs and disbursements it has incurred over and above the fees and VAT. If the costs and disbursements are adjusted during the period of instruction, any costs and disbursements due at the time of the invoice will be passed on.
  12. Where instructions are withdrawn (including termination due to a condition subsequent occurring), work performed up to the moment of terminating instructions will be charged for. A schedule of chargeable hours will be sent immediately upon request. In such event, costs and disbursements charged to WPN up till that point will also be charged for.
  13. Where applicable, WPN will pay interest to the entitled party based on applicable legislation and regulations, on funds held by WPN. Where applicable, WPN will charge interest or deduct this if negative (at a fixed rate), and then deduct fees for payment transactions.
  14. Invoices and credit notes can only be disputed for accuracy where this takes place within 15 days of issue.
  15. Any liability on the part of WPN shall be limited to the level of cover provided by the relevant (professional) liability insurance policy, including any excess for which WPN is responsible in connection with that insurance. If, for whatever reason, the insurance policy does not provide cover, WPN’s liability shall be limited to the fees charged (excluding VAT) with regard to the work done – related to any potential liability – up to a maximum of €10,000. 
  16. WPN shall accept no liability for indirect loss, consequential loss or loss of business. 
  17. The client shall indemnify WPN against claims from third parties, including reasonable costs for legal assistance, which are in any way related to work for the client. 
  18. Entitlement to claim for payment of damages shall expire after one (1) year, calculated from the day after the client became aware or could reasonably have been aware of the loss and the potential liability of WPN.
  19. WPN shall be entitled to engage third parties when acting under instruction, and will exercise due diligence when doing so. WPN accepts no liability with regard to the choice of those third parties and for any shortcomings of such third parties. WPN can accept any (additional) limitations of liability from third parties on behalf of the client. 
  20. Invoices sent by WPN should be paid within 14 days, without deduction or set-off, unless otherwise agreed, failing which the client is deemed to be in default. Without prejudice to interest at 1% per month owed on the outstanding amount (whereby part of a month is counted as a full month), WPN shall be authorised to add to the amount due any costs associated with collecting any outstanding amount. These out of court costs are set at 15% of the principal amount due, with a minimum amount of €100 for private individuals, and a minimum amount of €500 for clients acting in the course of a profession or business. 
  21. WPN shall be entitled to index the agreed rates annually, and to increase the applicable hourly rates. Unless there is written objection, WPN and any associate(s) shall be entitled to set off or use (or arrange to use) funds received to the client account, for or from clients, for payment of monies owed to WPN. 
  22. These general terms and conditions have been drawn up in Dutch and English. In the event of any dispute regarding the content or meaning of these terms and conditions, the Dutch wording shall prevail. In the event of any discrepancy between these general terms and conditions and the instructions confirmed in writing, the instructions agreed shall prevail. 
  23. The legal relationship between the client and WPN shall be governed by Dutch law. Disputes shall only be resolved by the competent judge of the District Court at The Hague or the Rotterdam District Court, unless mandatory legal provisions dictate otherwise.