HVK Stevens is the trade name for: HVK Stevens Belastingadvies B.V. (CoC 53273168), HVK Stevens Legal B.V. (CoC 58499873), HVK Stevens Consultancy B.V. (CoC 64231879), HVK Stevens Rotterdam B.V. (CoC 69853010), HVK Stevens & Reigersberg B.V. (CoC 88524051) and Stichting HVK Stevens Executele (CoC 71230157).

1. Applicability

1.1. These general terms and conditions apply to any oral or written agreement, whereby HVK Stevens obliges itself to provide services (the “Engagement“) to another party (the “Client“) (and/or direct and/or indirect subsidiaries wholly owned by the Client) according to which HVK Stevens, as the case may be, will provide administrative, financial, transaction support, tax, legal and consultancy services (the “Services“).
1.2. These general terms and conditions can be invoked by those individual persons and legal entities, who are directly or indirectly associated with HVK Stevens and / or involved in any way with the Services provided by or on behalf of HVK Stevens, in accordance with the Engagement.
1.3. Unless otherwise agreed in writing, the content of each below-mentioned article applies.

2. Engagement

2.1. The Engagement shall qualify as an assignment “Opdracht” in the meaning of article 7:400 of the Dutch Civil Code (“DC”). Article 7:404 DC and article 7:407, paragraph 2 DC do not apply to the Engagement. HVK Stevens is to be regarded as the sole contractor in dealings with the Client.
2.2. All services, will be provided by HVK Stevens to the best of its abilities and knowledge. This only constitutes an obligation to perform to the best of one’s abilities (in Dutch “inspanningsverbintenis”).
2.3. HVK Stevens shall at all times reserve the right to designate employees / persons that will perform specific services, even if the Services were requested with the intention that they be carried out by a specific person / employee. The Client can in no event or circumstance demand performance of the Services from any party other than HVK Stevens.
2.4. HVK Stevens determines the manner in which the Engagement given will be executed.

3. Limitation of liability, limitation periods, duty to complain

3.1. Any liability on part of HVK Stevens, the Associated Persons with HVK Stevens and/or all individuals involved with the Engagement or those who are in any way connected and have therewith possibly garnered liability (including joint or several liability) is limited to the amount paid out under the professional indemnity insurance polic(y)(ies) of the relevant HVK Stevens entity for the matter in question, plus the amount of any deductible not paid by the insurers under the terms of the relevant professional indemnity insurance polic(y)(ies). In these general terms and conditions, “Associated Persons” entails any person who is employed or has been employed directly or indirectly by HVK Stevens, including in any case all (former) employees, other employees, contractors, advisors (including consultants to the firm), directors, shareholders and/or partners, subsidiaries, affiliated entities (and their (former) employees) and the foundations engaged by HVK Stevens for the management of third-party funds. A “Person” can be either a natural person or a legal entity.
3.2. A claim for damages against HVK Stevens and its Associated Persons, lapses in the event HVK Stevens has not been informed in writing, within one year from the date on which the Client became aware of the event or circumstances resulting in the claim. Claims and complaints must be substantiated and submitted to HVK Stevens in writing by means of a default notice (in Dutch: “ingebrekesteling”).
3.3. HVK Stevens and its Associated Persons shall in no event be liable towards the Client:
a. for damages resulting from any act or omission which was HVK Steven’s potential or predictable response to any request from or on behalf of the Client;
b. for damages which do not directly result from any act or omission of any HVK Stevens’s executive officials (in Dutch “leidinggevende ondergeschikten”);
c. HVK Stevens is not liable for any consequential, indirect losses, fines, damages and / or loss of profit;
d. in case the Client themselves do not comply with any of the provisions of the Engagement Letter and these General Terms and Conditions.
3.4. The Client and/or the group companies (within the meaning of Section 2:24b Dutch Civil Code) of the Client indemnify HVK Stevens and Associated Persons against all claims from third parties that are in any way related to or ensuing from the Engagement and/or work performed for the Client and/or group companies of the Client. This indemnification also includes the costs of legal assistance. Third parties include persons affiliated with the Client.
3.5. The Client and/or the Client’s group companies shall, when applicable, exercise any right of action or appeal exclusively against HVK Stevens (and not against Associated Persons).
3.6. If and to the extent that no payment is made under the policy of the liability insurance(s) for reasons unrelated to the specific circumstances of the relevant claim at the time, the joint and several liability of HVK Stevens and the Associated Persons, in its entirety will be limited to an amount that does not exceed the compensation- invoiced in the twelve (12) months prior to the effective date of the claim- for the work to which the loss-causing event is related or to which it is associated, with a maximum of two hundred and fifty thousand euros (EUR 250,000.00).
3.7. The Regulation of the Notary Disputes Committee (in Dutch: “Het reglement geschillencommissie Notariaat”) (www.knb.nl of www.degeschillencommissie.nl) applies to the services of the (candidate-) notaries of HVK Stevens Legal B.V. and HVK Stevens & Reigersberg B.V.

4. External contractors

4.1. HVK Stevens may engage external contractors (third parties) if required to perform the Services/its duties under the Engagement. This also includes digital services offered by third parties. HVK Stevens will exercise due care in its selection of external contractors.
4.2. HVK Stevens is not liable for any (incorrect) act or omission of/by third parties, or for the damage resulting from any use of digital services. HVK Stevens furthermore excludes liability that is in any way directly or indirectly related to insolvency/non-fulfilment of obligations of third parties and/or with a limitation of or loss of, the possibility to use or access computers, networks or data, as well with regard to a data breach, whether or not as a result of a cyber-attack.
4.3. HVK Stevens is authorized on behalf of the Client and/or itself to accept and/or object to the terms and conditions of these third parties, including limitations of liability stipulated by them.

5. Obligations Client

5.1. The Client is required to pay remuneration for the Services that are to be carried out in pursuance of the Engagement as delineated in the Engagement/these General Terms and Conditions.
5.2. In case the Engagement requires the cooperation of the Client, the Client shall provide the necessary documentation and information required by HVK Stevens for the correct and timely execution of the Engagement, and where applicable, in the form and way as determined by HVK Stevens.
5.3. HVK Stevens shall execute the Engagement on the basis of the information that is provided to her under the terms of the Engagement, including all meetings that HVK Stevens holds with the Client or with third parties and/or other advisors at the request of the Client. The Client is bound to take care that the information provided by them as well as the information provided by their third parties and/or external advisors is accurate and complete.
5.4. All costs, loss and/or damage caused by a delay in the execution of the Assignment as a result of failure to provide the requested information in time, or failure to provide the information in the correct form or way, comes at the cost and risk of the Client. The Client carries the risk for all items that they provide to HVK Stevens. The Client has to ensure that an insurance polic(y)(ies) covers the risk of damage to, loss, absence or theft of the items.

6. Indemnification

6.1. Save for the event of willful intent or gross negligence on part of HVK Stevens, the Client indemnifies HVK Stevens from and against any claim, right and/or cause of action of a third party against HVK Stevens that directly or indirectly arises from or is connected with the Engagement, activities or Services performed or to be performed by HVK Stevens for the Client, including losses, damages, costs and expenses suffered or incurred by HVK Stevens in connection with any such claim, right or cause of action.

7. Fee calculation

7.1. Unless otherwise agreed, the fee payable by the Client to HVK Stevens will be calculated on the basis of

the number of hours worked, multiplied by the applicable hourly rates as determined by HVK Stevens from time to time.
7.2. If the hourly rates are amended between the start date and the completion date of the Engagement, HVK Stevens reserves the right to adjust the agreed hourly rates accordingly.
7.3. Any disbursements paid on behalf of the Client by HVK Stevens come at the cost of the Client. Travel and accommodation expenses are payable by the Client and are considered a cost paid on behalf of the Client.
7.4. A fixed percentage of the fee, as applicable from time to time, is payable by the Client for general office costs (such as postage, telephone, fax and photocopying costs).
7.5. All payable amounts are increased by the amount of VAT that is owed at the then applicable rate.

8. Invoicing

8.1. The fees of HVK Stevens are excluding the disbursements and invoices of third parties hired by HVK Stevens, VAT and other charges which may be imposed by the government. These disbursements, invoices and charges will be charged by HVK Stevens to the Client.
8.2. If after the start and before the full execution of the Engagement, factors influencing the fees, such as wages and/or prices, change, HVK Stevens has the right to adjust the previous agreed fees.
8.3. Payment, without deductions, discounts or debt settlement, should be made within 15 days after the invoice date. Payment should be made in the currency as shown on the invoice and by bank transfer to the bank account as indicated by HVK Stevens.
8.4. If payment is not made in time and/or in full, the Client shall consequently be in default (in Dutch: “verzuim”), without any notification of default being required. Notwithstanding HVK Stevens’s other rights and remedies, HVK Stevens shall then be entitled to charge interest on the outstanding amount of 1% per month (whereby part of a month is calculated as an entire month), chargeable from the due date in question.
8.5. A payment received from the Client by HVK Stevens shall serve to settle firstly interest and (if applicable) costs and secondly (an) outstanding invoice(s) (in chronological order from oldest to newest), even if the Client states otherwise in this respect.
8.6. Complaints or objections regarding the invoice amount, do not suspend the obligation to pay.
8.7. HVK Stevens is entitled to postpone (in Dutch: “opschortingsbevoegdheid”) Services until the Client has paid all outstanding invoices.
8.8. All extrajudicial and judicial costs incurred by HVK Stevens by virtue of a dispute with the Client, both as plaintiff and as defendant, shall be for account of Client. The extrajudicial collection costs shall be established at 15% of the outstanding amount with a minimum of EUR 250.- per case and the judicial collection costs shall be established at the actual amount paid by HVK Stevens for the legal proceedings, even if this exceeds the liquidated costs of the proceedings.
8.9. In case of a collective Engagement for multiple Clients, all Clients are jointly and severally liable for payment of the full amount of the invoice to HVK Stevens.

9. Confidentiality

9.1. HVK Stevens will treat all Client information as strictly confidential and will not disclose such information unless required by law or court order. HVK Stevens may share confidential information with any of its staff working on an Engagement for the Client or with any of its affiliates or advisors on a need-to-know basis and only to the extent that the recipient of the information has a duty of confidentiality (professional, contractual or otherwise) to HVK Stevens.

10. Intellectual property

10.1. HVK Stevens reserves the right of all intellectual property (the “IP”) that HVK Stevens uses, develops and/or has developed in the context of the Engagement for the Client (including documents, model offers, proposals, calculations, designs, descriptions, drawings, sketches, schedules and data(collection) etc.) and in relation to which HVK Stevens can exercise copyrights or other intellectual property rights. IP may not be shared with third parties without prior written consent of HVK Stevens.

11. Conflict of interests

11.1. Partners and/or employees of HVK Stevens may provide Services for a third party (including a possible counter party), even when this may result in a conflict of interest between the Client and the third party. In case of a conflict of interest or when a conflict of interest arises in the future, HVK Stevens decides whether it may continue its Services to both parties, for one party or for none of the parties. HVK Stevens may in its discretion provide Services to a party whose commercial interests are conflicting with the commercial interests of the Client.
11.2. HVK Stevens will adhere to its confidentiality obligation in the event of a conflict of interest. To the extent that if HVK Stevens obtains information under the confidentiality obligation to another client, HVK Stevens will never use this information in its relation with the Client, similarly information obtained under the confidentiality obligation with the Client, will never be used in its relation with another client.
11.3. In all situations where conflicts of interest may occur, HVK stevens cannot be held liable for any damages resulting from these conflicts of interest.

12. Termination/dissolution Engagement

12.1. The Engagement between the Client and HVK Stevens is entered into for an indefinite period of time and may be terminated by the Client by way of written notice, given with due observance of a reasonable term of notice of no less than ten (10) business days. Business day means any day other than Saturday, Sunday and any day which is a legal holiday in the Netherlands.
12.2. HVK Stevens may terminate the Engagement with immediate effect, without legal intervention and without notification of default if:
(i) HVK Stevens is not enabled to finalize the client due diligence in line with the Wwft or to keep the client file up to date, following which the internal and legal requirements cannot be satisfied;
(ii) the invoices of HVK Stevens are not settled on the expiry date;
(iii) the Client requested HVK Stevens to act in a way which is contrary to the professional duties;
(iv) HVK Stevens determines, at its reasonable discretion, that it would be illegal or unethical to continue an Engagement;
12.3. Without prejudice to the other provisions in these General Terms and Conditions, the Engagement will be immediately terminated/dissolved, without legal intervention and without notification of default, as soon as the Client is declared bankrupt, has filed for provisional moratorium of payments, is placed under guardianship or otherwise loses the power to dispose over its assets or a part thereof, unless the receiver or administrator recognizes their obligations arising from the Engagement as estate debt and provides security for them being met. The Client is liable for all damages which HVK Stevens suffers or will suffer following such event.
12.4. Upon termination of an engagement, all unpaid fees, disbursements and expenses will become due and payable immediately. HVK Stevens will be entitled to retain the Client’s files until the fees, disbursements and expenses of HVK Stevens have been paid.

13. Force Majeure

13.1. Force majeure shall mean any circumstance outside the will and control of HVK Stevens, whether or not foreseeable at the time of entering into the Engagement, such as: war, coercive government measures, transport disruptions of any kind, strikes, trade prohibitions, lockout or lack of personnel, quarantine, epidemics, hold-ups due to frost. In the event of force majeure HVK Stevens is not obliged to fulfill its duties under the Engagement. In the event of force majeure HVK Stevens is entitled to perform the Engagement within a reasonable period or the Client and HVK Stevens can agree to terminate the agreement in whole or in part, without being liable for any damages.

14. Miscellaneous

14.1. If these General terms and Conditions and the written Engagement contain conflicting conditions, the conditions of the Engagement will prevail. Deviation from these General Terms and Conditions may be agreed only in writing.

15. Governing law and jurisdiction

15.1. The (legal) relationship between the Client and HVK Stevens is governed by the laws of the Netherlands.
15.2. The Dutch text of the General Terms and Conditions is binding.
15.3. With the exception of disputes regarding services of the (candidate-) notaries of HVK Stevens Legal B.V. and HVK Stevens & Reigersberg B.V., to which article 3.7 applies, all (other) disputes between the Client and HVK Stevens resulting from or connected to the Services to which these General Terms and Conditions apply, or regarding the General Terms and Conditions itself, and/or other agreements resulting thereof:
(a) in case of a Client with residence within the European Union: will be brought before the Court of Amsterdam, which has exclusive jurisdiction;
(b) in case of a Client with residence outside the European Union: will be settled in accordance with the Arbitration rules of the Dutch Arbitration

Institute, whereby: (i) the arbitral tribunal will consist of one arbitrator, unless the claim amount exceeds one hundred thousand euro (EUR 100,000.00) in which case the arbitral tribunal will consist of three arbitrators, (ii) the arbitral tribunal will be chosen following the list procedure (In Dutch: “lijstprocedure”), (iii) the place of the arbitration will be Amsterdam, (iv) the procedure will be conducted in English, (v) the arbitral tribunal shall decide as good persons and in fairness and (vi) merging a arbitral case with another arbitral case, as provided for in article 1046 of the Code of Civil Procedure and article 39 of the Arbitration rules of the Dutch Arbitration Institute, is not possible.