The terms and conditions governing all services provided by Hill Smith King & Wood.
Hill Smith King & Wood (hereinafter "HSKW") is a limited liability company under Dutch law aimed at practising law and legal consultancy in the broadest sense.
All assignments provided to HSKW are exclusively accepted and executed subject to these general terms and conditions and the provisions as included in the "engagement letter" or order confirmation in accordance with the requirements of the Dutch Bar Association. These (general) terms and conditions also apply to any additional or subsequent (informal) assignments resulting from existing assignments. Acceptance by or on behalf of HSKW of an offer from a client referring to the client's general terms and conditions is expressly rejected.
HSKW cannot invoke these general terms and conditions insofar as that is (partially or completely) not permitted by the professional organisation. In such cases, HSKW exercises rights under these general terms and conditions only after obtaining permission from the Dean of the relevant Bar Association.
Regardless of which professional affiliated with HSKW accepts an assignment or performs it (alone or in collaboration with others) or which individuals or the execution of any assignment or for the conduct of its business operations are engaged, as well as for all persons for whose actions or omissions HSKW could be liable, HSKW is solely considered as the contractor. Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, as well as 7a:1680 of the Civil Code, do not apply to assignments accepted by or on behalf of HSKW.
HSKW is not liable to the client for any report made by HSKW under the Anti-Money Laundering and Counter-Terrorist Financing Act and will be indemnified by the client against claims from third parties alleging to have suffered damage due to such reporting.
The contractual or non-contractual liability of HSKW for damages arising from or related to any deficiencies in the execution of assignments by members of the Dutch Bar Association, and/or other individuals employed by HSKW in the Netherlands, is limited to the amount paid out in the relevant case under the professional liability insurance taken out by HSKW, increased by the amount of the deductible borne by HSKW under the policy conditions.
If, for any reason, no payment is made under the professional liability insurance taken out by HSKW, any liability of HSKW in connection with work performed by members of the Dutch Bar Association, and/or other individuals employed by or in collaboration with HSKW in the Netherlands, is nevertheless limited to twice the total fee (excluding VAT) invoiced by HSKW to the client in the calendar year in which HSKW has been held liable in writing by the client in the respective matter and paid by the client, up to a maximum of EUR 150,000.00 (including VAT).
HSKW is never liable for indirect, consequential, or business damages. HSKW's liability never exceeds what is specified in these general terms and conditions, regardless of whether claims arise from contract or otherwise, especially tort.
If persons are engaged in connection with the execution of a client's assignment and wish to limit their liability in connection therewith, it is understood that all assignments given to HSKW by the client include the authority to accept such liability limitation on behalf of the client.
If the execution of a client's assignment entails that a (legal) person established outside the Netherlands who is not affiliated with HSKW as an professional, is engaged to perform activities in the context of the assignment given, HSKW is not liable for errors made by such person.
Notwithstanding the provisions of Article 6:89 of the Civil Code, any right to claim damages by the client for acts or omissions by or on behalf of HSKW expires after 12 months from the time of such act or omission.
HSKW and the client have the right to terminate the agreement at any time.
HSKW will endeavor to execute the agreement with the client with the required care and expertise. HSKW does not provide any guarantees regarding the achievement of intended results of assignments.
The client is obligated to provide all facts and circumstances that may be relevant for the correct execution of the agreement, as well as all data and information requested by HSKW, in a timely and complete manner. The client is responsible for the accuracy and completeness of all data and information provided to HSKW.
If one or more provisions of the agreement are (entirely or partially) invalid or unenforceable, they shall be replaced by provisions that are not subject to this and which regulate matters as closely as possible to the invalid or unenforceable provision. To the extent necessary, the parties will engage in good faith discussions regarding the precise wording of these replacement provisions.
HSKW charges a fee for its services, which is generally based on an hourly rate, a flat fee of 6% for office expenses (plus VAT), as well as the expenses incurred by third parties. HSKW revises the hourly rates annually as of January 1st based on the following factors: increased seniority, knowledge and experience of the respective lawyer or tax advisor, as well as the annual price index for business services. HSKW is always entitled to demand an advance on the fee from the client.
In the event of exceeding the aforementioned payment term, the client is automatically in default and the default interest is equal to the then-current statutory interest under Article 6:119 of the Civil Code. In the event the client acts in the exercise of a profession or business or as a legal entity, the client, contrary to the foregoing, is liable for commercial interest under Article 6:119a of the Civil Code. The client does not have the right of set-off or suspension. All (extra) judicial costs of HSKW related to the collection of its claims are borne by the client, with a minimum of 10% of the outstanding invoices, with a minimum of EUR 150.00.
These general terms and conditions are also made for the benefit of the Dutch employees of HSKW, the directors of HSKW, as well as for all those who are associated with it as professionals.
HSKW is a data controller within the meaning of the General Data Protection Regulation (GDPR). Personal data consists of all information about a living identified or identifiable natural person (the data subject). For HSKW, careful handling of personal data is of great importance. This means that HSKW has taken appropriate technical and organizational measures to ensure the security of your personal data. HSKW ensures that personal data of the data subject is processed in a secure manner and in accordance with the requirements of the GDPR.
The client will provide HSKW with the data necessary for HSKW, or the third parties engaged by them, to comply with obligations to establish the identity of the client and the persons bound thereto, including obligations under the Anti-Money Laundering and Counter-Terrorist Financing Act (Wwft). In this context, HSKW may be required to verify the UBO registration. If during the verification it is found that the UBO registration does not correspond to the knowledge that HSKW has of the ultimate beneficial owner, HSKW is obliged to report this to the Chamber of Commerce. HSKW is also required to report unusual transactions to the designated authority(ies).
These general terms and conditions are drawn up in the Dutch and English languages. In case of disputes regarding the content or interpretation of these general terms and conditions, the Dutch text shall prevail.
The legal relationship to which these general terms and conditions apply is governed by Dutch law. Disputes shall be settled by the District Court of Amsterdam. If HSKW acts as the claimant, it is, notwithstanding the foregoing, authorized to bring the dispute before the foreign court competent for the client.
A copy of these general conditions can be requested at the District Court of Amsterdam under number 22/2024.