01 Scope of Application
These general terms and conditions apply to all assignments given to FORM., a maatschap established under Dutch law, having its office at Pieter Cornelisz. Hooftstraat 7, 1071 BL Amsterdam, and registered with the Dutch Bar (Nederlandse Orde van Advocaten) as a law firm (advocatenkantoor). The partners of FORM. are LSB Legal B.V. and Mazalex B.V. These general terms and conditions apply to all work and legal acts performed by or on behalf of FORM., unless specifically agreed otherwise in writing. The applicability of any terms and conditions of the client is expressly excluded.
Each person affiliated with FORM. (including its current and former partners, their practice entities, employees, consultants, advisors and their respective affiliated persons and successors) may invoke the benefit of these terms and conditions.
02 Assignment Agreement
All assignments are accepted and carried out solely on the basis of an assignment agreement (overeenkomst van opdracht) with FORM. and not with any individual lawyer, partner or practice entity. Articles 7:404 and 7:407(2) of the Dutch Civil Code are expressly excluded. In performing the services, FORM. may be assisted by advisors and consultants not registered as an attorney (advocaat) with the Dutch Bar Association (Nederlandse Orde van Advocaten), in which case the rules of the Dutch Bar Association do not apply to such persons in respect of their contribution to the services.
03 Fees, Invoicing & Payment
Unless otherwise agreed in writing, fees are charged on the basis of hours worked multiplied by hourly rates as determined by FORM., which may be adjusted with effect from the start of each calendar year. Expenses (verschotten) – including costs of process agents, court fees, bailiff costs, external advisors, couriers and business travel – may be charged separately at cost. The client explicitly acknowledges that FORM. shall charge its hourly rate for travel time for attending meetings outside Amsterdam. No general office costs or overhead surcharges shall be charged. All amounts are exclusive of VAT (BTW) and any other applicable tax, levy or charge.
Unless otherwise agreed in writing, the invoicing schedule for fund establishment and fundraising work is as follows. The first invoice will be issued on the earlier of the initial closing of the fund and the latest first-invoice date specified in the engagement letter. Thereafter, work relating to a subsequent closing will be invoiced at that closing or at the end of the calendar quarter in which the work was performed, whichever is earlier. Other work after the first invoice, including post-closing work, will be invoiced quarterly. The invoicing schedule for other engagements will be agreed in the engagement letter. If the fundraising is abandoned or the engagement ends, accrued unbilled fees and expenses will be invoiced at that time. Payment shall be finally due (fatale termijn) within 30 days of the invoice date. Payment must be made without set-off or suspension. If payment is not received in full by the due date, the client is in default by operation of law (van rechtswege in verzuim) and FORM. is entitled to charge statutory commercial interest (wettelijke handelsrente) and all judicial and extrajudicial collection costs. FORM. is entitled to require a retainer prior to commencing or continuing services.
FORM. does not provide services on the basis of legal aid (toevoeging). FORM. does not maintain a stichting derdengelden and accordingly cannot receive or hold funds for or on behalf of clients or third parties (derdengelden).
04 Third Parties
If FORM. involves a third party in connection with its services, FORM. will not be liable for any error (fout) made by that party. By requesting FORM. to provide services, the client grants FORM. authority to accept, on behalf of the client, any limitation of liability stipulated by such third party. Third parties cannot derive rights from work performed by FORM. or from the results thereof. If any third party brings a claim against FORM. in connection with the performance of an assignment, the client shall indemnify and hold harmless FORM. against all such claims, costs (including reasonable legal defence costs) and damages.
05 Use of Technology & AI
In performing the services, FORM. may make use of information technology tools, including tools incorporating artificial intelligence (AI), with a view to enhancing efficiency and quality and in accordance with any matter-specific restrictions agreed with the client. The attorney responsible for the relevant services at all times retains personal responsibility for the quality and correctness of the advice rendered. Any liability arising from the use of such tools is determined in accordance with clause 6 hereof.
06 Liability
Any liability of FORM. is limited to the amount actually paid out under its professional liability insurance in respect of the relevant claim, increased by the amount of the deductible (eigen risico) borne by FORM. under that insurance. If, for any reason other than FORM.'s failure to maintain professional liability insurance meeting the applicable professional requirements, no insurance payment is made in whole or in part, the aggregate liability of FORM. shall not exceed the lower of: (a) EUR 50,000; and (b) the total fees (excluding VAT) invoiced during the three calendar months immediately preceding the event giving rise to the claim. FORM. is not liable for damages resulting from the use of electronic communications or from criminal, fraudulent or unauthorised acts of third parties, including cyberattacks, hacking, malware, spyware or extortion attempts, except to the extent such damages are the direct consequence of a professional error (beroepsfout) or liability cannot lawfully be excluded or limited; any such liability is subject to this clause 6.
All claims of the client against FORM. shall lapse (vervallen) if not submitted to FORM. in writing by the earlier of the date that is: (a) 12 months from the last date on which the work to which the relevant claim relates was performed; or (b) 3 months from the day on which the client became aware, or could reasonably have become aware, of the relevant facts and FORM.’s potential liability in relation thereto.
07 Client Due Diligence
Under applicable professional rules and anti-money laundering legislation, FORM. is required to establish and verify the identity of its clients and may be required to report unusual transactions. By giving an assignment, the client acknowledges and accepts such obligations, undertakes to provide all information reasonably required for its acceptance as a client, identification and verification upon first request and warrants that the assignment does not relate to the preparation, support or concealment of any unlawful activity.
08 Confidentiality & File Retention
FORM. will treat information provided by the client as confidential in accordance with applicable professional rules, subject to any mandatory disclosure or reporting obligations. Personal data are processed in accordance with FORM.'s Privacy Notice. Upon closure of a matter, files and records are retained in accordance with applicable law, professional obligations and the Privacy Notice.
09 Complaints & Disputes
FORM.'s complaints procedure (klachtenregeling) applies to all services provided by or on behalf of FORM. and is published on www.formlegal.com. Complaints may be submitted to team@formlegal.com and are handled internally without charge in accordance with that procedure.
10 Governing Law, Jurisdiction & General
The legal relationship between the client and FORM. is governed exclusively by Dutch law. Any disputes that cannot be resolved under FORM.'s complaints procedure (klachtenregeling) shall be submitted exclusively to the competent court in Amsterdam.
These general terms and conditions are available in the English language only; a copy may be obtained free of charge upon written request to team@formlegal.com. FORM. reserves the right to amend these general terms at any time, with amendments taking effect upon notification to the client or, in the absence thereof, upon publication.
These terms are stipulated for the benefit of FORM., each affiliated person and any third party engaged in the performance of an assignment, each of whom may independently invoke them.