General terms and conditions

These general terms and conditions apply to all work carried out or to be carried out by or on behalf of Data & Business Legal, a trade name of The Johnstown Company B.V., a private limited company under Dutch law, with its registered office in Amsterdam and visiting address Achterom 117, 1621 KT Hoorn, registered in the Commercial Register of the Chamber of Commerce under number 85819522 and with VAT number NL863754016B01.

Data & Business Legal provides legal advice and assistance in the fields of civil law, privacy and IT. Data & Business Legal does not advise or provide assistance in the fields of tax law and competition law.

The “persons associated with Data & Business Legal” are understood to mean: (i) the persons who are, have been or at any time become direct or indirect shareholders of Data & Business Legal and other existing and future participations of direct or indirect shareholders, and (ii) persons who work or worked for or are or were otherwise associated with Data & Business Legal in the capacity of director, employee, lawyer, adviser, freelancer or in any other capacity. A reference in these general terms and conditions to “persons” includes a reference to natural persons, legal entities and other entities.

“Client” means the person who, with a view to work being carried out by Data & Business Legal, enters into or will enter into an agreement with Data & Business Legal or otherwise stands in a legal relationship with Data & Business Legal in respect of such work. “Work” also includes the provision of services or other performance by whatever name.

All engagements are accepted exclusively by, and, without prejudice to the provisions of article 6, carried out by Data & Business Legal. This also applies where it is the express or implied intention that an engagement is carried out by one or more persons associated with Data & Business Legal. The applicability of articles 7:404 and 7:407(2) of the Dutch Civil Code is excluded. The provision of this article applies by analogy where work is carried out other than on the basis of an engagement agreement.

Every client has the right to terminate its engagement with Data & Business Legal with immediate effect. Data & Business Legal has the same right, provided that (where applicable) the provisions of the Dutch Advocates Act and the Rules of Conduct of the Netherlands Bar Association (with which Data & Business Legal and its lawyer are registered) are observed on termination.

Data & Business Legal is in any event entitled to terminate the engagement and legal representation immediately in the event of (i) non-payment or late payment of fees, disbursements and/or costs; (ii) the client’s failure or refusal to be transparent, to cooperate, or to sufficiently support the efforts of Data & Business Legal; (iii) the provision of incorrect information, the withholding of information or the refusal to disclose important facts to Data & Business Legal, including information that Data & Business Legal is required to hold under the Dutch Money Laundering and Terrorist Financing (Prevention) Act (the Wwft); (iv) the client’s failure or refusal to accept (and act on) advice from Data & Business Legal; (v) in the event of (the discovery of) a conflict of interest with another client of Data & Business Legal, or (vi) the applicability of another ground arising from or prescribed by the Rules of Conduct of the Netherlands Bar Association.

If Data & Business Legal engages a third party, not being a person associated with it, in connection with the work assigned to it, Data & Business Legal will exercise due care in selecting that third party. Data & Business Legal is not liable for errors or shortcomings of that third party in the performance of its work. Data & Business Legal has the right to accept, on behalf of the client, any limitation of liability that a third party may stipulate.

Any liability of Data & Business Legal for work carried out or to be carried out by or on behalf of Data & Business Legal or otherwise connected with an engagement given to Data & Business Legal or another legal relationship entered into by Data & Business Legal in respect of work is limited to the amount paid out in the relevant case under the professional liability insurance(s) taken out by Data & Business Legal, increased by the amount of the deductible that in the relevant case is for the account of Data & Business Legal under that insurance(s). This limitation of liability applies regardless of whether the liability arises from a contract, the law (such as tort) or another legal basis.

If no payment is made under the professional liability insurance(s) taken out by Data & Business Legal in the relevant case, the liability of Data & Business Legal, regardless of its basis, is limited to the maximum of the invoices sent by Data & Business Legal and paid by the client in respect of the engagement given to Data & Business Legal in the relevant case in the 12 months preceding the incident that caused the liability of Data & Business Legal.

All rights of claim against Data & Business Legal in connection with the performance of the work carried out or assigned by Data & Business Legal (including claims for compensation of damage) lapse one year after the day on which the client became aware, or could reasonably have been aware, of the existence of these rights of claim, or of the damage and the possible liability of Data & Business Legal for it. In all cases these rights of claim lapse after two years have passed since the work was carried out by or on behalf of Data & Business Legal.

Any liability of the persons associated with Data & Business Legal towards the client and third parties associated with the client (including current or former directors, employees, shareholders or group companies of the client) is expressly excluded. The client, also on behalf of the third parties associated with the client, hereby waives in advance all rights and claims that they may acquire on any ground whatsoever against the persons associated with Data & Business Legal.

Without prejudice to the provisions of article 5 and article 10, these general terms and conditions and the exclusion or limitation of liability contained in them may also be invoked by and for the benefit of (i) any person involved in the performance of the engagement or on whom, in connection with it, any liability rests or may come to rest on any basis whatsoever, and (ii) the persons associated with Data & Business Legal and their respective successors under universal title.

Except in the event of intent or deliberate recklessness on the part of Data & Business Legal, the client indemnifies Data & Business Legal and the persons associated with it against, and will hold Data & Business Legal and the persons associated with it harmless in respect of, all claims and legal actions that a third party may at any time have against Data & Business Legal or a person associated with it, or may bring against Data & Business Legal or a person associated with it, and which arise from or are connected with work carried out by Data & Business Legal for the benefit of the client. This indemnity also includes the costs of legal assistance.

The provisions of article 5, article 10, article 11 and article 12 and all other provisions that seek to create rights for the benefit of the persons associated with Data & Business Legal are also intended as irrevocable third-party stipulations made free of charge for the benefit of the persons associated with Data & Business Legal within the meaning of article 6:253(4) of the Dutch Civil Code.

Unless otherwise agreed in writing, the client owes Data & Business Legal a fee calculated on the basis of the time spent (rounded in units of 0.1 hour, equal to time units of 6 minutes) multiplied by the applicable hourly rates as determined by Data & Business Legal from time to time. In addition to the fee, the client owes Data & Business Legal the disbursements (costs of, for example, bailiffs, translators or court fees) that Data & Business Legal has paid or will pay for the benefit of the client. All amounts due are increased by the turnover tax due on them at the rate applicable from time to time. Data & Business Legal is entitled to increase its hourly rate unilaterally, each time from 1 January of each subsequent calendar year. Reasons for this may include changes in the importance of the matter, urgency, years of experience and specialisations. This will, however, be announced to you as early as possible and will in principle have no retroactive effect. With a view to transparency of costs, Data & Business Legal provides interim invoices at reasonable intervals (in principle monthly) with overviews of the work carried out, stating the number of hours already worked, so that the client can assess the financial consequences of the engagement.

The invoices of Data & Business Legal must be paid within ten days of the invoice date. In the event of late payment, Data & Business Legal has the right to charge the statutory commercial interest on the unpaid amount from the fifteenth day after the invoice date.

Under applicable laws and regulations, including the Wwft, Data & Business Legal is obliged to establish the identity of its clients and their ultimate beneficial owner(s) and, in certain circumstances, must report unusual transactions within the meaning of the Wwft to the authorities. The Wwft prohibits Data & Business Legal from informing the client or others that it has made such a report to the authorities.

Electronic communication, including email but excluding WhatsApp and SMS messages, counts as written. The client consents to electronic communication and realises that, despite all security measures observed by the firm, no absolute certainty against access by unauthorised persons can be given. Data & Business Legal is not liable if electronic communication is intercepted, manipulated, delayed, forwarded incorrectly or infected with a virus. Where the client acts in the exercise of a profession or business, the applicability of article 6:227b(1) of the Dutch Civil Code, which concerns the provision of information in electronic commerce, and of article 6:227c of the Dutch Civil Code, which concerns the manner in which agreements are concluded in electronic commerce, is excluded. The client acknowledges and is aware that messages and documents sent by WhatsApp or SMS may not be read, or not read in time, and do not form part of the lawyer’s file.

Data & Business Legal does not use a third-party (escrow) account and therefore does not receive any funds on behalf of or for the benefit of clients.

Data & Business Legal is the controller for the processing of personal data in the context of its services. Data & Business Legal processes personal data in accordance with its Privacy Statement, which can be found at databusiness.legal/privacy-statement.

The complaints procedure of Data & Business Legal applies to the work carried out by or assigned to lawyer(s) of Data & Business Legal. The complaints procedure can be found at databusiness.legal/office-complaints-procedure-data-business-legal.

This office complaints procedure applies to every engagement agreement. If a complaint is not resolved satisfactorily after handling in accordance with the office complaints procedure, the client may submit the dispute to the court having jurisdiction under article 25.

Every legal relationship between Data & Business Legal and the client that arises from or is connected with the work carried out by or on behalf of Data & Business Legal or assigned to it is governed by Dutch law. Insofar as there is a legal relationship between a person associated with Data & Business Legal and the client, that legal relationship is also governed by Dutch law.

All disputes arising from or connected with the work carried out by or on behalf of Data & Business Legal or assigned to it, or otherwise concerning the legal relationship with the client, are at first instance subject to the exclusive jurisdiction of, and are decided exclusively by, the Amsterdam District Court.

These general terms and conditions have been drawn up in the Dutch language and translated into the English language. In the event of a conflict between the Dutch text and the English text, or their interpretation, the general terms and conditions drawn up in the Dutch language are binding.

Data & Business Legal may amend these general terms and conditions from time to time and without prior notice. The amended terms apply to all subsequent legal relationships with the client.

Data & Business Legal may, in carrying out the work, use artificial intelligence (AI) applications, including generative AI, as a tool to support its services. AI is used solely as a tool; the handling lawyer remains responsible at all times for the content and quality of the advice and the other work. Results generated with the help of AI are assessed and verified by Data & Business Legal before they are used and are not adopted without checking. The use of AI leaves the liability arrangement in articles 9 to 11 unaffected and does not lead to a broader liability of Data & Business Legal.

In deploying AI, Data & Business Legal exercises the care that arises from its duty of confidentiality and from the obligations resting on it regarding the protection of personal data. In doing so it processes only the data necessary for that purpose, does not disclose any confidential data or client data in publicly accessible or free AI applications, and uses only professional applications in which the data entered is not used for training third-party models and is processed within an appropriately secured environment. The processing of personal data with the help of AI takes place in accordance with the Privacy Statement referred to in article 21. The client consents to the use of AI in the manner described in this article. If the client objects to the use of AI in its file, it notifies Data & Business Legal of this in writing, after which the parties will consult on the manner in which the work is carried out.

Additional provisions for consumers. Articles 30 to 34 apply only insofar as the client is a natural person not acting in the exercise of a profession or business (consumer). In the event of conflict with the other provisions of these general terms and conditions, these articles prevail as against the consumer.

By way of derogation from article 11, the lapse periods referred to there do not expire as against the consumer before at least one year has passed since the day on which the consumer became aware of the claim, and they leave the statutory limitation periods unaffected insofar as a shorter period would be unreasonably onerous as against the consumer. The exclusion of liability of associated persons (article 12) and the indemnity (article 14) are not invoked against the consumer insofar as these are unreasonably onerous as against the consumer.

By way of derogation from article 16, an increase in the hourly rate does not take effect as against the consumer until after prior announcement observing a reasonable period. If the consumer does not agree to the increase, it has the right to terminate the engagement free of charge.

By way of derogation from article 25, the consumer may, within one month after Data & Business Legal has invoked article 25 in writing, choose to have the dispute settled by the court having jurisdiction under the law.

By way of derogation from article 27, amended general terms and conditions apply as against the consumer only after Data & Business Legal has notified the consumer of them in advance and the consumer has had a reasonable period to take note of the change.