1.1. These general terms and conditions apply to any instructions given to Forest Flint by a client.
1.2. The following definitions apply:
DCC: the Dutch Civil Code;
GDPR: the General Data Protection Regulation;
Forest Flint: Coöperatie Forest Flint U.A.;
an affiliate of Forest Flint or a similar phrase: any lawyer or other person who works or has worked at Forest Flint, any current or former member of Forest Flint and Stichting Beheer Derdengelden Forest Flint;
client: the person giving an instruction to Forest Flint;
person: a natural or legal person.
1.3. These general terms and conditions are available in Dutch and English. In the event of inconsistencies between these versions, the Dutch version prevails.
1.4. Any reference to “written” or “in writing” should also be understood to include writing in electronic format.
2.1. A agreement of instruction (overeenkomst van opdracht) between a client and Forest Flint will only arise if and when Forest Flint or an affiliate of Forest Flint accepts an instruction from the client.
2.2. All instructions are deemed to be given exclusively to Forest Flint and accepted and implemented exclusively by Forest Flint. Articles 7:404 and 7:409 DCC do not apply.
2.3. Where an instruction is given to both Forest Flint and another person (not being an affiliate of Forest Flint) jointly, Forest Flint is liable only for performance of obligations it has explicitly accepted in writing as its own obligations. Article 7:407(2) DCC does not apply.
2.4. The client will provide Forest Flint with all information required to comply with legal obligations to establish the identity of clients and to report unusual transactions.
2.5. The client may terminate the agreement of instruction at any time by giving notice in writing to Forest Flint.
2.6. Forest Flint may terminate the agreement of instruction after a notice period of seven calendar days, or with immediate effect if the client fails to pay an invoice within fourteen calendar days after the payment date, in writing.
2.7. Upon termination of the agreement of instruction, the client will be required to pay fees for legal services rendered by Forest Flint prior to termination and fees for any subsequent work that may be necessary to transfer the matter to the client or a third party.
3.1. The client must pay the agreed fees for legal services rendered. If the fee was not explicitly agreed, it will be determined according to Forest Flint’s standard rates.
3.2. Costs reasonably incurred by Forest Flint and/or Stichting Beheer Derdengelden Forest Flint in connection with its instruction are not included in the fee and will be charged to the client separately.
3.3. Fees and costs will be subject to VAT, where applicable. If Forest Flint omitted to charge VAT where it was due, the client must pay the amount of VAT to Forest Flint upon first request.
3.4. In principle, the client will be invoiced for work on a monthly basis. Invoices must be paid within fourteen calendar days.
3.5. The client must submit objections to invoices to Forest Flint in writing within fourteen calendar days. Absence of any such objection will be deemed to constitute acceptance of the invoice.
3.6. Forest Flint may at any time demand an immediate advance payment and suspend its services until receipt of payment. Any advance payments made will be set off against the fees.
4.1. If Forest Flint is liable for damages in connection with legal services rendered, its liability will be limited to the amount paid out for the claim in question under Forest Flint’s liability insurance, including the excess borne by Forest Flint. Liability for damage not covered under Forest Flint’s insurance is limited to the amount invoiced by Forest Flint for the relevant legal services (net of VAT, if any), up to a maximum of EUR 50,000.
4.2. Any claim for damages is time-barred one year after the date on which the client becomes aware or could reasonably have become aware that it has sustained damage and that Forest Flint is liable.
4.3. The professional liability of lawyers working with Forest Flint is limited in accordance with the first sentence of Article 4.1. All other liability of persons affiliated with Forest Flint is excluded.
4.4. The client indemnifies Forest Flint and persons affiliated with Forest Flint against third party claims and other damage arising from the instruction, insofar as the claim or the damage exceeds the amount paid out under insurance taken out by Forest Flint plus applicable excess. A “third party” as described in the preceding sentence may also be any group company, shareholder, managing or supervisory director of the client, any person working with or for the client or any relative of the client.
4.5. Articles 4.3 and 4.4 are an irrevocable third party stipulation for the benefit of any person affiliated with Forest Flint.
5. Engagement of third parties
5.1. Forest Flint may engage the services of third parties, either in its own name or in the name of the client, to the extent that it is considered necessary or desirable for the performance of the engagement. The client is bound by the conditions agreed by Forest Flint with such third parties, including as to limitation of liability, and indemnifies Forest Flint for its payment obligations under engagements with such third parties.
5.2. Forest Flint is not liable for damage resulting from any act or omission of the third parties meant in article 5.1.
5.3. Forest Flint and Stichting Beheer Derdengelden Forest Flint are not liable for damage resulting from any act or omission of any bank engaged by them. The preceding sentence is an irrevocable third party stipulation for the benefit of Stichting Beheer Derdengelden Forest Flint.
6. Electronic communications
6.1. Electronic communications (e.g. by means of e-mail and internet) between Forest Flint and the client is unencrypted in principle, unless agreed otherwise prior to transmission.
6.2. Forest Flint is not liable for damage arising in connection with electronic communications.
6.3. Whilst Forest Flint takes every care that can reasonably be expected of it to ensure the security of the client’s data and third party data, Forest Flint is not liable for the loss of data or unauthorised data access that may occur in spite of such precautions, or for the loss of data or unauthorised access to data during transmission through public networks or third-party networks and systems.
6.4. The client agrees to Forest Flint’s use of electronic data storage services, whether offered by third parties or otherwise. Forest Flint is not liable for any damage resulting from the use of such services.
7. Confidentiality and files
7.1. Forest Flint and the client will keep the engagement and any knowledge obtained in the course of the engagement confidential, unless disclosure is required by law or the binding judgment of a court or public authority; or unless Forest Flint believes that disclosure is necessary or conducive to implementation of the instruction or reasonably assumed that the information in question is not confidential.
7.2. Forest Flint will retain its files and data carriers concerning the instruction for the retention period required by law. At the end of the retention period, Forest Flint may destroy documents without notifying the client.
8. Personal data
8.1. Concepts that are defined in the GDPR have the same meanings in these general terms and conditions.
8.2. The client indemnifies Forest Flint and persons affiliated with Forest Flint against third party claims and other damage to Forest Flint or persons affiliated with Forest Flint in connection with an alleged unlawful processing of personal data in the course of the engagement, to the extent that Forest Flint received the personal data from the client or at the client’s instruction.
8.3. The client will provide the data subject with the information on the processing of personal data in the course of the engagement as required under the GDPR. The client will do so within the applicable term under the GDPR. Forest Flint will be the contact point for data subjects exercising their rights under the GDPR towards Forest Flint.
8.4. Each party will inform the other without undue delay as soon as they become aware of personal data breach in connection with the processing of personal data in the course of the engagement. The client and Forest Flint will consult with each other before submitting any notification to supervisory authorities or data subjects.
8.5. Each party will inform the other without undue delay as soon as they become aware of an investigation of a supervisory authority in connection with personal data being processed in the course of the agreement of instruction.
9. Applicable law; complaints and disputes
9.1. The agreement of instruction and any obligation arising out of or in connection with that agreement is governed exclusively by the law of the Netherlands.
9.2. All work performed by persons affiliated with Forest Flint is subject to the Forest Flint complaints procedure. That procedure can be found at www.forestflint.com.
9.3. Notwithstanding Article 9.2 above, the district court of Amsterdam has exclusive jurisdiction to hear disputes arising out of or in connection with the agreement of instruction.
9.4. Articles 9.1 and 9.3 above apply mutatis mutandis to any. obligations of persons affiliated with Forest Flint arising out of or in connection with the agreement of instruction. Article 9.4 is an irrevocable third party clause for the purpose of any person affiliated with Forest Flint.
Coöperatie Forest Flint U.A. has its registered office in Amsterdam and is registered in the commercial register under number 78598192.