GENERAL TERMS AND CONDITIONS QUADRANT NOTARISSEN
1 General
1.1 In these general conditions, the following definitions shall apply:
(i) Client: the party awarding the assignment;
(ii) Quadrant: the cooperative Quadrant Notarissen Coöperatief U.A., a cooperative,
having its registered office in The Hague and registered in the Trade Register of
the Chamber of Commerce under number 93373074.
2 Applicability
2.1 These General Terms and Conditions shall apply to all services provided by Quadrant to Client, except where these General Terms and Conditions are deviated from in the engagement letter.
2.2 Not only Quadrant, but also all persons who are in any other way related to Quadrant, as well as third parties engaged in the execution of an assignment of a Client, may invoke these General Terms and Conditions.
Persons related to Quadrant include all former, present and future:
- Quadrant partners;
- group, holding, operating, or other related entities of Quadrant or its partners;
- employees, associates, consultants, directors, trainees, temporary workers and freelancers;
- as well as all (legal) persons for whose acts or omissions Quadrant is liable.
2.3 Client accepts that in the execution of the assignment Quadrant is bound by the rules of conduct and professional codes of conduct of notarial practice applicable to Quadrant, and declares that he will respect the obligations arising therefrom for Quadrant at all times.
3 Conclusion of Agreement
3.1 The agreement between Client and Quadrant is formed by the engagement letter and these General Terms and Conditions and comes into effect:
- the engagement letter signed by Quadrant and Client is returned or agreed by Quadrant;
- Quadrant commences execution of the assignment;
- if Quadrant receives a purchase agreement stipulating that Quadrant will execute the deed of transfer, and work has commenced on the matter; or
- it otherwise appears that Quadrant has accepted the assignment,
whichever date is the earlier.
4 Cooperation by Client
4.1 The Client is obliged to provide Quadrant with all information and documents required for the propperly execution of the assignment in good time and in the most suitable form and manner.
4.2 The Client is obliged to inform Quadrant without delay of facts and circumstances which may be relevant in connection with the execution of the assignment.
5 Client identification and compliance
5.1 The Prevention of Money Laundering and Financing of Terrorism Act (Wwft) applies to the services provided by Quadrant. In this context Quadrant is obliged to conduct a client investigation when accepting an instruction, which investigation includes establishing the Client’s identity.
Quadrant notaries are also obliged to verify that there are no reasonable indications that the assignment is aimed at preparing, supporting or shielding illegal activities. Quadrant is obliged to report any unusual transactions conducted or intended to be conducted to the relevant authorities without the consent of and without informing the Client.
5.2 Personal data of Client and persons related to Client are processed by Quadrant for optimal service provision and compliance with legal obligations. For more information see the privacy and cookie statement on Quadrant’s website: www.Quadrantnotarissen.nl.
5.3 By giving an assignment to Quadrant, Client confirms that he is familiar with the legal rules as referred to in this article 5 and, insofar as necessary, will provide the required data and information.
6 Execution of the assignment
6.1 All work performed by Quadrant will be performed to the best of its abilities and efforts and in accordance with high standards.
6.2 Unless explicitly agreed otherwise in writing, Quadrant has an obligation to perform to the best of its ability and not an obligation to achieve a specific result.
6.3 Contrary to the provisions of Sections 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, an assignment shall be deemed to have been accepted and carried out exclusively by Quadrant, even where the express or implied intention is for such assignment to be performed by a specific person related to Quadrant. Notwithstanding Section 7:409 of the Dutch Civil Code, persons related to Quadrant are not personally bound or liable and the assignment does not end by their death, even if the assignment is awarded with the intention of it being performed by a specific person.
6.4 The following conditions additionally apply to notarial work assigned by consumers:
- the notary complies with all existing rules of conduct and professional codes of conduct of notarial practice ; and
- Quadrant informs clients promptly and clearly about the financial consequences of her services.
7 Confidentiality and files
7.1 Unless there is a legal or professional obligation to disclose, Quadrant and the persons employed by Quadrant are obliged to maintain confidentiality vis-à-vis third parties.
7.2 Quadrant shall not be entitled to use the information provided by Client for any purpose other than that for which it was made available, on the understanding that Quadrant shall be entitled to use this information insofar as Quadrant is acting for itself in proceedings in which this information may be of importance.
7.3 The files and all documents and other data carriers in Quadrant’s disposal in connection with the assignment may be destroyed after expiry of the applicable statutory retention period without prior notification to Client.
8 Fee
8.1 Unless agreed otherwise, the fee will be calculated on the basis of the number of hours worked, multiplied by the hourly rates periodically determined by Quadrant. Quadrant is unilaterally entitled to change its hourly rates.
8.2 Disbursements paid on behalf of Client – such as court registry fees, bank charges and negative interest on funds held for Client – will be charged to the Client. For frequently occurring disbursements, including consultations with the Trade Register, Land Registry and courier costs, as well as costs for payment transactions, Quadrant uses a charges on the basis of fixed amounts. A surcharge of at least 6% of the fees will be charged for general office expenses.
8.3 Quadrant’s fees, increased by general office expenses, other expenses, invoices of third parties and turnover tax, where applicable, will be invoiced to the Client on a monthly basis unless otherwise agreed in writing.
9 Escrow Account
9.1 Quadrant may hold funds in connection with the execution of the assignment. Quadrant will deposit these funds in a escrow account with a bank established in the Netherlands. Quadrant is not liable for any costs or liabilities caused by acts or omissions by the bank or non-compliance with the bank’s obligations.
9.2 A claim against Quadrant due to of the disbursement of funds pursuant to the legal act included in a deed cannot be assigned or pledged.
10 Payment
If this term is exceeded, the Client shall be in default without notice of default being required and without recourse to suspension or set-off being permitted. In that case, Client shall also owe statutory interest and extrajudicial collection costs on the amount due from the due date.
Objections to the amount of invoices do not suspend the payment obligation.
10.2 If an instruction is given by several (legal) persons, each of them shall be jointly and severally liable for paying the bill for the work preformed by the notaries.
10.3 If Client has given Quadrant an assignment on behalf of third parties, Client’s payment obligation to Quadrant shall not be affected by the third party’s payment to Client. Lack of (timely) payment by the third party to Client shall not affect Client’s obligation to pay Quadrant in time and in full.
10.4 If Client is in default, Quadrant shall be entitled to immediately suspend further execution of the assigment and/or unilaterally terminate the assigment, without incurring any liability for compensation. Quadrant shall be entitled to outsource its debtor management and, in this context, to provide personal data of the Client.
10.5 Quadrant shall at all times be entitled to request advance payments for work to be carried out or costs to be incurred.
11 Complaints and Disputes Procedure
11.1 Services provided by Quadrant in relation to consumer transactions are subject to the Notarial Complaints and Disputes Procedure. This regulation can be consulted via www.knb.nl and www.degeschillencommissie.nl.
11.2 If Client has complaints about the services of (candidate) civil-law notaries associated with Quadrant, he will first report these complaints to Quadrant. If, in Client’s opinion, Quadrant’s response to this is inadequate, Client shall have the option of applying to the the Complaints Committee for notaries.
12 Electronic communication
12.1 Electronic communication, including e-mail, shall be deemed to be in writing.
Client agrees to electronic communication and acknowledges that it is not secure.
12.2 Quadrant is not liable if electronic communications are intercepted, manipulated, delayed, misdirected or infected with a virus.
12.3 In the event that Client acts in the exercise of a profession or business, the applicability of Section 6:227b paragraph 1 of the Dutch Civil Code, which relates to the provision of information in electronic commerce, and of Section 6:227c of the Dutch Civil Code, which relates to the manner in which agreements are entered into in electronic commerce, is excluded.
13 Liability
13.1 Quadrant shall perform its work to the best of its ability, exercising the due care which may be expected of Quadrant. If an error is made because Client has
provided him with incorrect or incomplete information, Quadrant shall not be liable for any damage or loss caused by such error.
13.2 Quadrant shall only be liable for shortcomings of third parties it has engaged if and insofar as the resulting damage has been recovered from those third parties. Quadrant shall be entitled to accept any limitations of liability of third parties engaged by it also on behalf of Client.
13.3 Quadrant does not accept any responsibility or liability for work performed for Client by third parties recommended by Quadrant.
13.4 Client must complain to Quadrant within 3 months after he has discovered or reasonably should have discovered a defect in the work performed by Quadrant, failing which the right to claim performance or damages shall lapse.
13.5 Any liability of Quadrant shall be limited to the amount paid out by Quadrant’s professional liability insurance(s) for the case in question, including the excess payable by Quadrant under the policy terms and conditions.
Any liability for indirect or consequential damage, such as lost profits, business interruption and damage to reputation, is excluded.
13.6 This limitation of Quadrant’s liability applies regardless of whether the liability arises from an agreement, the law or any other legal basis.
13.7 The applicable rules of conduct and professional codes of conduct of notarial practice set out minimum standards with which insurance must comply. If, for whatever reason, no payment should be made under the aforementioned insurance, any liability shall be limited to an amount equal to the fee charged for the performance of the assignment in question for the work from which the damage arose, subject to a maximum of fifty thousand euros (EUR 50,000).
13.8 Any claim for damages against persons affiliated to Quadrant as referred to in article 2.2 is excluded and they may at all times invoke this third-party clause agreed in their favour.
14 Statute of limitation
14.1 Claims against Quadrant in respect of shortcomings in the execution of an assignment granted by Client shall lapse one year after completion of the relevant assigment.
15 Applicable law and competent court
15.1 The legal relationship between Quadrant and Client is exclusively governed by Dutch law.
15.2 Disputes will be settled exclusively by the competent court in The Hague, the Netherlands.
15.3 These General Terms and Conditions may only be waived in writing.
15.4 Quadrant may amend these general terms and conditions from time to time and without prior notice. The amended terms and conditions shall apply to all subsequent legal relationships with the client.
