General conditions

  1. Wiersma Mensonides is a partnership which consists of natural persons and/or legal entities whose object is to practice the professions of lawyer (“advocaat”) (“WM”). A list of partners in WM will be provided on request. All instructions are accepted and carried out by WM only, pursuant to a contract for professional services (“overeenkomst van opdracht”), even if it is the express or implied intention that an instruction be carried out by a specific person connected to WM. The applicability of Article 7:404 of the Dutch Civil Code, which relates to the situation as referred to in the preceding sentence, and of Article 7:407 paragraph 2 of the Dutch Civil Code, which imposes joint and several liability where an instruction is given to two or more persons, is hereby expressly excluded.
  2. If the carrying out of an instruction by WM gives rise to liability of WM, its partners (including the directors thereof), employees or any other legal or natural person connected to WM, this liability shall in all circumstances be limited to the amount paid out under the professional liability insurance taken out by WM in the matter concerned, plus the amount of the deductible which must be borne by WM pursuant to the applicable insurance policy in the matter concerned. A copy of the professional liability insurance policy, which provides for a maximum cover of EUR 1,250,000 (one million two hundred and fifty thousand Euro) per event, is available for inspection at WM’s office. If, for whatever reason, the insurer makes no payment under the insurance policy in the matter concerned, any  liability shall always be limited to EUR 12,500, or, should the fee for the instruction in the matter concerned exceed this figure,  liability shall be limited to the sum of  such fee amount paid by the client, with a maximum of EUR 50,000. WM is under no circumstances liable for any damage suffered by the client pursuant to work or advice of WM which relates to any jurisdiction or legal system other than the  Netherlands.
  3. When carrying out an instruction WM is entitled to engage the services of third parties working in or outside the Netherlands who are not connected to WM. WM will not be liable for any faults or errors made or committed by these third parties, nor for any of the consequences thereof. It is possible that third parties as referred to in this Article wish to limit or exclude their liability. WM is authorised  and if necessary hereby expressly stipulates that a client’s instruction is deemed to hold the authorisation for WM to accept any such express or implied restriction of liability on behalf of the client as well. If, notwithstanding WM’s restriction of liability as referred to in this Article, a third party’s failure to perform its/his obligations gives rise to liability of WM, such liability shall be limited to the amount that the client could have recovered from that third party in a direct action against such party.
  4. Not only WM, its partners (including the directors thereof), employees and all other legal or natural persons connected to WM may invoke the conditions of these General Conditions but also third parties who have been instructed by WM. This also applies to legal persons (and their directors) and natural persons including any inheritors, if they are held liable for an event, faults or errors as referred to in Articles 2 and 3 of these General Conditions after they have ceased to be connected to or employed by WM.
  5. Any and all claims by clients or third parties shall be void if not made and submitted to WM in writing and with justification within one year after the client or third party was aware, or could reasonably be expected to be aware, of the facts on which the claim is based and/or of any damage suffered or to be suffered.
  6. These General Conditions also apply to any additional and/or follow-up instruction by a client. The General Conditions have been drawn up in the Dutch and English languages and in the event of any dispute regarding the content or tenor of the conditions, the Dutch text shall be binding. Dutch law exclusively applies to the relationship between WM and the client or any other person giving instructions to WM. The Court of Amsterdam, the Netherlands, has exclusive jurisdiction to hear any dispute under the contract for professional services or General Conditions. Notwithstanding the above, WM shall have the right to institute proceedings in any competent court in the client’s jurisdiction.

July 2012