General terms and conditions of Legal Issue Management B.V.
- Legal Issue Management B.V. (“LIMBV”) is a limited liability company
incorporated under the laws of the Netherlands. It has its registered office at
Oegstgeest, the Netherlands.
- Your relationship with LIMBV and all advice and services rendered to you
by LIMBV shall be exclusively governed by the present General terms and
conditions and the terms of the Engagement letter to which these General terms
and conditions are attached, and no other contractual terms shall apply thereto,
irrespective of whether they form part of (sets of) general terms and
conditions used by you or by LIMBV.
- The terms set out in the Engagement letter and in these General terms
and conditions are mutually explanatory: however, should there be a conflict
between the terms and conditions contained in the Engagement letter and those
contained in the present General terms and conditions, then the relevant terms
and conditions set out in the Engagement letter shall prevail to the extent
required to resolve such conflict.
- Instructions to LIMBV or any of its directors, employees or staff
constitute instructions to LIMBV only. Articles 7:404 and 7:407 paragraph 2 of
the Dutch Civil Code are expressly excluded.
- Unless otherwise specified in the Engagement letter, fees will be
calculated by multiplying the time spent in rendering the advice or services
concerned by the applicable hourly rate set out in the Engagement letter. LIMBV
reserves the right to periodically revise that hourly rate to take account of
increases in operating costs and trend-related increases. Expenditure incurred and disbursements made in
connection with the Engagement will be charged separately, at cost. In
principle, billing will be monthly in arrears, but LIMBV reserves the right to
require payment of a retainer or to request you to pay certain third-party
charges directly to the third party concerned.
- Unless otherwise specified in the Engagement letter or the pertinent
invoice, amounts invoiced are due in full, without deduction or offset, within
14 days of submission of the pertinent invoice. Without prejudice to LIMBV’s
further rights in contract or at law, in case of late payment, in whole or in
part, of any amount invoiced, LIMBV shall be entitled to suspend performance of
all work, advice and services under any Engagement letter(s) with you, and to
payment of statutory interest and extra judicial debt recovery costs.
- Except as otherwise agreed in writing in the Engagement letter, e-mail
and other data traffic will be sent unencrypted. LIMBV shall not be liable for
any loss or damage caused by such unencrypted transfers. LIMBV shall
furthermore not be liable for the incorrect or incomplete transfer of
electronic data or other information or for any delay in the transfer of such
electronic data or other information.
- Without prejudice to clause 7 above, LIMBV’s liability for any loss or
damage caused in connection with the Engagement shall be limited to any amount
actually paid out under its professional liability insurance in respect of the
Engagement, net of any applicable insurance deductibles and costs incurred by LIMBV
in securing payment under the terms of such insurance, and you hereby agree to
waive liability for any loss or damage exceeding such amount. LIMBV shall not
be liable for the acts or omissions of third parties engaged by it in the
performance of services in support of the Engagement, and you hereby agree to
release LIMBV of all liability for any such acts or omissions. In no event
shall directors, employees or staff of LIMBV be personally liable to you for
any act or omission in connection with the Engagement, and you hereby agree to
release each of them from all liability for any such acts or omissions.
- Without prejudice to clauses 7 and 8 above and to Article 6:89 of the
Dutch Civil Code, any entitlement to damages expires upon the first anniversary
of the event that directly or indirectly gave rise to such entitlement.
- Articles 7, 8 and 9 of these General terms and conditions shall enure to
the benefit of all directors, employees or staff of LIMBV, who may invoke those
terms and conditions directly as if they were parties to the agreement that
- LIMBV’s advice and services shall be for your benefit only, and may not be
relied upon by anyone else. Any work product created in connection with the
Engagement may similarly only be used by yourself, and may not be shared with
or relied upon by any third party without in each case, LIMBV’s prior written
- Your relationship with LIMBV shall be exclusively governed by
Netherlands law, without reference to any conflict of law provisions that would
refer the matter to a different law. Any disputes arising out of or in
connection with the said relationship shall be subject to the exclusive
jurisdiction of the competent courts of The Hague, the Netherlands.