General conditions

General terms and conditions Russo & Van der Waal (tax advisers and barristers) B.V.
  1. Russo & Van der Waal (tax advisers and barristers) B.V., hereinafter referred to as Russo & Van der Waal, is a corporation according to Dutch law with the object of practicing law and providing tax advice. A list of the natural persons that hold the shares in Russo & Van der Waal via its holding companies, hereinafter referred to as the shareholders, will be provided on request.
  2. All orders shall only be accepted and executed by Russo & Van der Waal, even if the object is for an order to be executed by a specific natural person. Article 7:404 CC and article 7:407, second paragraph CC, are specifically ruled out.
  3. Russo & Van der Waal can have an order executed according to its own choice by one of the shareholders or its employees.
  4. All orders shall be executed bearing in mind the rules and regulations of a good contractor.
  5. If the execution of an order should lead to liability on the part of Russo & Van der Waal, this liability shall be limited to the amount that shall be paid out in the relevant case by the professional liability coverage purchased by Russo & Van der Waal, which amount shall be increased by the amount of the deductible for which Russo & Van der Waal is responsible pursuant to that professional liability insurance.
  6. If, for any reason whatsoever, no benefits are paid out on the basis of professional liability coverage, the liability referred to under 5 above shall be limited per instance to three times the amount invoiced by Russo & Van der Waal to the client in the preceding twelve months in the relevant case, with this amount never being greater than Euro 15,000 per instance. With regard to third parties this maximum is Euro 5,000.
  7. All claims with respect to Russo & Van der Waal become null and void within one year after the client or the third party was or could have been familiar with the facts on which the claim is based.
  8. Russo & Van der Waal is not liable if the liability is in any way associated with incorrect information provided by or on the initiative of the client.
  9. Russo & Van der Waal is never liable for work executed by third parties whose assistance it obtains on behalf of the client.
  10. When obtaining assistance from a third party Russo & Van der Waal is authorised to apply the liability limitations of that third party.
  11. The client indemnifies Russo & Van der Waal with respect to all claims from third parties, and shall reimburse all reasonable costs of defence against such claims incurred by Russo & Van der Waal.
  12. The fee for the work executed by Russo & Van der Waal equals the currently applicable standard fee, in relevant cases multiplied by a factor on the basis of urgency or specific expertise on the part of the person executing the relevant order, unless Russo & Van der Waal has informed the client otherwise in writing. A specification of the amount of the standard hourly fee and the multiplication factors can be requested from Russo & Van der Waal. Russo & Van der Waal may change the standard hourly fee at all times without any requirement to so inform the client in advance. Upon an increase in the standard hourly fee, the client has the option of terminating the order within a month of the first invoice in which the new standard hourly fee is expressed.
  13. The fee referred to under 12 above shall be increased by 5% to cover administrative costs.
  14. Costs incurred by Russo & Van der Waal on behalf of the client, such as clerical fees and travel expenses, shall also be invoiced to the client.
  15. Every declaration of Russo & Van der Waal must be paid by the client within fourteen days after the date of the declaration into the bank account number specified in the declaration and with a specification of the declaration number stated on the declaration.
  16. The client may not adjust the declaration against any claim that may exist against Russo & Van der Waal.
  17. Should the client default with regard to the payment of the declaration within the period of time specified under 15 above, the client shall be liable for all (extrajudicial) collection costs incurred by Russo & Van der Waal, which shall equal at least 15% of the amount to be collected. Should the client continue to default, Russo & Van der Waal is authorised to suspend all work for the client until full payment has taken place.
  18. In such a case as stated under 17 above, the declaration for a client-legal person and for a client-natural person that has granted an order in connection with the exercise of a business or profession shall be increased by the legally applicable commercial interest in the sense of article 6:119a CC and article 6:120, second paragraph CC. The amount of this legally applicable commercial interest shall equal, differently than stated in article 6:119a CC and article 6:120, second paragraph CC, at least 1.5% per month.
  19. In such a case as meant in 17 above, the declaration for a client-natural person that did not grant the order in connection with the exercise of a business or profession shall be increased by the legally applicable interest in the sense of article 6:119 CC and article 6:120, first paragraph CC.
  20. These general terms and conditions have been prepared in the Dutch and English languages. In any case in which a dispute exists concerning the content and/or purport of these general terms and conditions, the Dutch text shall be binding.
  21. Solely Dutch law is applicable to these general terms and conditions.
  22. Every dispute that may arise in the context of these terms and conditions shall be presented before the authorised court in Amsterdam or Zwolle, at the choice of the claimant. If Russo & van der Waal is the claimant, however, it is also free to present the matter to the authorised court in the domicile or location of the registered office of the client