General Terms and Conditions

Please find below the General Terms and Conditions of VESPER Attorneys, which apply to all of our services. The General Terms and Conditions contain a limited liability clause. The legal relationships to which these General Terms and Conditions apply shall be governed by and construed in accordance with Dutch law. Disputes shall be submitted in first instance exclusively to the competent court in Amsterdam, The Netherlands.

1. These General Terms and Conditions apply to all activities performed or to be performed by or on behalf of VESPER Advocaten LLP, a law firm (‘advocatenkantoor’) with its business address in Amsterdam.
2. VESPER Advocaten LLP shall operate as sole contracting party of the client. Articles 404 (which relates to the situation where it is the client’s intention that an instruction be carried out by a specific person) and 407 (2) (which imposes a joint and several liability where an instruction is given to two or more persons) of Book 7 of the Dutch Civil Code shall not be applicable.
3. If the performance of an assignment results in any liability, then such liability will be limited to the amount to which the professional liability insurance taken out by VESPER Advocaten LLP provides coverage plus the amount of the deductible which is borne by VESPER Advocaten LLP in connection with that insurance. The professional liability insurance covers a maximum amount of € 1,500,000 per claim.
4. If, for whatever reason, no insurance payment is made at all, the combined liability to the client is limited to the amount of fees (excluding VAT) charged by VESPER Advocaten LLP in relation to the relevant assignment and paid by the client and is in any case limited to € 50,000.
5. Without prejudice to the provisions set forth in Article 89 of Book 6 of the Dutch Civil Code, the right of the client to compensation for damages shall in any case terminate 12 months after the occurrence of the event that caused, whether directly or indirectly, the damages for which VESPER Advocaten LLP is liable.
6. VESPER Advocaten LLP shall not be liable for any failures by third parties who are engaged in connection with the assignment. In the event a third party is engaged, VESPER Advocaten LLP is authorized to accept a limitation of liability the third party may stipulate also on behalf of the client.
7. VESPER Advocaten LLP’s invoices must be paid within fourteen (14) days after the invoice date. Suspension, deduction, or set-off is excluded. In the event of failure to pay in good time, VESPER Advocaten LLP has the right to charge the statutory interest on the unpaid amount as from the fifteenth (15th) day after the invoice date, as well as to charge collection expenses.
8. The client warrants that any personal data provided to VESPER Advocaten LLP has been processed by or on behalf of the client, has been disclosed in compliance with all relevant data protection legislation and will not cause VESPER Advocaten LLP to be in breach of relevant data protection regulation. The client agrees that VESPER Advocaten LLP may transfer personal data received from the client to third parties (such as data room providers), in- and outside the European Economic Area.
9. The client acknowledges and consents that, after public announcement of a transaction by the client, VESPER Advocaten LLP may announce or advertise its assignment and/or the services under the engagement with the client in whatever media it chooses, which may also include use of the name and logo of the client.
10. In relation to the EU Council Directive 2011/16 (‘DAC6 Directive’) on cross-border tax arrangements, VESPER Attorneys will maintain the position that our attorney-client privilege shall prevail. Based on our attorney-client privilege, we are bound by legal duties of non-disclosure. In this respect, the DAC 6 Directive provides that the notification obligation shifts to another intermediary involved in the transaction or, if there is no such intermediary, to the relevant taxpayer who obtains an advantage because of any such tax arrangement(s).
11. These General Terms and Conditions may also be invoked by persons and legal entities associated with VESPER Advocaten LLP, whether directly or indirectly, and that are involved in any manner in the services provided by or on behalf of VESPER Advocaten LLP.
12. The legal relationship between VESPER Advocaten LLP and its clients is governed by Dutch law. Only the court of Amsterdam will have jurisdiction over any dispute which may arise between VESPER Advocaten LLP and a client.
13. These General Terms and Conditions are available in both Dutch and English language. In the event of a dispute regarding the content or intent of these general Terms and Conditions, the Dutch version shall prevail.

Version July 2021