General Terms and Conditions
Please find below the General Terms and Conditions of Mobius Advocaten B.V. (hereinafter referred to as ‘Mobius Advocaten’), which apply to all of our services conducted with you (hereinafter referred to as ‘the Client’). The General Terms and Conditions contain a limited liability clause.
- These General Terms and Conditions apply to all activities performed or to be performed by or on behalf of Mobius Advocaten, a law firm (‘advocatenkantoor’) with its business address in Amsterdam), except to the extent that Mobius Advocaten agrees, or has agreed, different terms with the Client.
- The Client agrees not to hold any partner, shareholder, employee or lawyer of, or consultant to, Mobius Advocaten, liable for or in connection with any matter. Application of 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 is explicitly excluded.
- 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 Mobius Advocaten provides coverage plus the amount of the deductible which is borne by Mobius Advocaten in connection with that insurance. Details of the professional liability insurance can be made available to you upon request.
- If, for whatever reason, no insurance payment is made at all, the aggregate liability to the Client shall be limited to two times the total professional fees (excluding VAT and disbursements) invoiced by us and paid by the Client in relation to the matter giving rise to our liability.
- 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 Mobius Advocaten is liable.
- Mobius Advocaten 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, Mobius Advocaten is authorized to accept a limitation of liability the third party may stipulate also on behalf of the Client. The Client undertakes to indemnify and hold us harmless against claims by third parties (including costs Mobius Advocaten incurs in this regard) that relate in any way to the services rendered to the Client, unless these claims arise from gross negligence or wilful intent on our part. Our activities will be performed and advice rendered exclusively for the Client Third parties are not entitled to derive any rights from these activities or this advice.
- If Mobius Advocaten and any other Persons (as defined below) are both liable to you in respect of the same damage, or another Person and/or you have caused or contributed to that damage, our liability to you will be limited to such amount as is just and equitable, having regard to the extent to which we, that Person and/or you are liable for, or have otherwise caused or contributed to, that damage. Any limitation, exclusion, restriction or settlement (however arising) including inability to pay or insolvency, affecting the possibility of recovering compensation from any Person, will be ignored in determining whether and to what extent that Person is liable or responsible for that damage and the amount of our liability. For this purpose, Person means any body, corporate, individual or other person, including any director or employee of a Group Company, any person associated with a Group Company and any person providing finance or services to a Group Company, including other professionals.
- Mobius Advocaten shall not be liable for advising the Client on non-legal matters (including, without limitation, business, commercial, financial, technical, insurance, accounting, broking, actuarial, environmental (‘milieukundig’), ecological or information technology matters).
- We advise the Client based on our interpretation of the relevant legislation, case law and practice at the time the advice is given. Unless Mobius Advocaten has expressly agreed to the contrary, Mobius Advocaten will not be responsible for updating its advice, even if the relevant law and practice changes thereby affecting our conclusions and even if the Client remains a current Client in relation to any or all matters.
- Mobius Advocaten’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, Mobius Advocaten has the right to charge the statutory interest ex Article 6:119a of the Dutch Civil Code -on the unpaid amount as from the fifteenth (15th) day after the invoice date, as well as to charge collection expenses.
- The Client warrants that any personal data provided to Mobius Advocaten 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 Mobius Advocaten to be in breach of relevant data protection regulation. The Client agrees that Mobius Advocaten may transfer personal data received from the Client to third parties (such as data room providers), in- and outside the European Economic Area.
- Mobius Advocaten may communicate with the Client electronically, including through third party software such as our document sharing platform. The Client accepts the risks involved in such communication, except in the case of our gross negligence or wilful default.
- Mobius Advocaten retains copyright in all documents drafted and produced by us in relation to any matter (and, subject to our duties of confidentiality to the Client, may therefore use the intellectual property rights in the documents as the basis for advising on other matters) but the Client will have an unlimited licence to use those documents for the Client’s own purposes.
- Mobius Advocaten will treat any information obtained from you that is not in the public domain as confidential. However, we may sometimes have to disclose information to regulatory authorities or under rules of law or professional conduct. If so, we would (where permissible and practicable) inform you of the request or requirement to disclose. We will assume that information that you give, or is given by a third party on your behalf, to us and which is subject to confidentiality obligations owed to a third party has not been given in breach of such obligations.
- Mobius Advocaten will destroy documents relating to a matter (both our paper and, where practicable, electronic files) when we consider that we do not need to keep them, failing which we reserve the right to charge for our storage costs.
- Mobius Advocaten will establish whether it is able to act for the Client by reference to the legal and professional rules affecting us. Under such rules, Mobius Advocaten may have to stop acting for the Client if a conflict arises between our duties to the Client and to other clients, or between our interests and the Client’s interests; similarly, we may have to stop acting for another client if a conflict arises between our duties to the Client and that client.
- The Client will ensure that Mobius Advocaten is supplied, and will instruct the Client’s other advisers involved in any matter to supply us, with all information in the Client’s and their possession that we require in order to enable us to perform the terms of our engagement and any matter, or that is material to our engagement and any matter.
- The Client acknowledges and consents that, after public announcement of a transaction by the Client, Mobius Advocaten 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.
- In relation to the EU Council Directive 2011/16 (‘DAC6 Directive’) on cross-border tax arrangements, Mobius Advocaten 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).
- These General Terms and Conditions may also be invoked by persons and legal entities associated with Mobius Advocaten, whether directly or indirectly, and that are involved in any manner in the services provided by or on behalf of Mobius Advocaten.
- The legal relationships to which (i) these General Terms and Conditions apply, and (ii) between Mobius Advocaten and its clients (including any non-contractual obligations arising from both such relationships) shall be governed by and construed in accordance with Dutch law. Disputes concerning both relationships (including a dispute relating to the existence, validity or termination of these General Terms and Conditions or any non-contractual obligation arising out of or in connection with these General Conditions) shall be submitted in first instance exclusively to the competent court in Amsterdam, The Netherlands.
Version December 2021