General Terms and Conditions

1. GENERAL

1.1. In these overarching terms and conditions, the subsequent terms shall carry the following interpretations:

(i) ‘Client’: Refers to the party granting the assignment;

(ii) ‘Evelors’: Pertains to the private limited company Evelors Solutions BV, encompassing experts, consultants, international lawyers and advisors, including, unless otherwise specified, its international branches and associated legal entities.

2. APPLICABILITY

2.1. These general terms and conditions shall be applicable to all services provided by Evelors Solutions BV to the Client, except in cases where the engagement letter specifies different terms and conditions.

2.2. Apart from Evelors itself, anyone associated with Evelors and third parties involved in carrying out the Client’s assignment may rely on and invoke the provisions outlined in these general terms and conditions. Individuals associated with Evelors Solutions BV include all past, present, and future (a) partners of Evelors Solutions BV, (b) affiliated entities, whether they are group, holding, operational, pension, or otherwise related to Evelors Solutions BV or its partners, and (c) employees, staff, advisors, directors, trainees, temporary workers, and freelancers.

2.3. The Client acknowledges that Evelors Solutions BV, in fulfilling the assignment, adheres to professional codes of conduct and affirms its commitment to always uphold Evelors’ obligations stemming from these codes.

3. CONCLUSION OF THE AGREEMENT

3.1. The Agreement between the Client and Evelors consists of two parts: the engagement letter or invoice and these general terms and conditions. It is considered finalised when one of the following conditions is met first:

(i) Evelors receives the signed engagement letter from Client;

(ii) Evelors receives payment for the invoice from Client;

(iii) Evelors begins executing the assignment or it becomes evident in any other manner that Evelors has accepted the assignment.

4. COOPERATION OF CLIENT

4.1. The Client is responsible for providing all necessary data and documents to Evelors in a timely manner and in the format and method that Evelors deems suitable for the proper execution of the assignment.

4.2. The Client shall promptly notify Evelors of any facts or circumstances that could have relevance to the execution of the assignment.

5. CLIENT IDENTIFICATION AND COMPLIANCE

5.1. Upon accepting an assignment, Evelors is obligated by law to: (a) verify the Client’s identity, (b) confirm that there is no reasonable evidence suggesting the assignment’s purpose is to facilitate, support, or conceal illegal activities, (c) report any unusual transactions, whether completed or intended, to the relevant authorities, without notifying the Client or seeking its consent.

5.2. In accordance with Council Directive (EU) 2018/822 (DAC6), which pertains to the mandatory automatic exchange of information for tax-related cross-border arrangements, Evelors is required to report potentially aggressive tax arrangements that are applicable on or after 25 June, 2018, to the Dutch Tax and Customs Administration (Belastingdienst).

5.3. Evelors will process personal information about the Client and individuals associated with the Client only when it is necessary for the proper execution of the assignment and to comply with legal obligations.

5.4. By entrusting Evelors with an assignment, the Client acknowledges its awareness of the legal regulations outlined in Article 5 and commits to providing the necessary information and details if requested to do so.

6. EXECUTION OF THE ASSIGNMENT

6.1. Evelors commits to executing all work with the utmost skill and effort, adhering to high standards.

6.2. Unless explicitly stated otherwise in a written agreement, Evelors is obligated to make its best efforts but does not guarantee a specific outcome.

6.3. An assignment is considered accepted and carried out exclusively by Evelors, even if there is an express or implied preference for a specific individual associated with Evelors to perform it. Individuals affiliated with Evelors are not personally obligated or held liable for the execution of such assignments. Additionally, the engagement remains in force even in the event of the death of any affiliated individual, regardless of the initial intention for that person to perform the assignment.

7. CONFIDENTIALITY AND FILES

7.1. Evelors and its personnel will refrain from disclosing any information regarding the assignment to third parties unless compelled by legal requirements or professional obligations.

7.2. Evelors is not permitted to utilise the information provided by the Client for any purposes other than those explicitly specified when the information was shared. However, Evelors retains the right to use this information if it is acting in its own capacity for proceedings in which such information may be pertinent.

7.3. The Client agrees that Evelors may disclose the fact that it is acting or has acted in the past for a Client, as well as the nature of the matter, for marketing or other purposes if the matter is in the public domain. If the information is not publicly available, Evelors may disclose information only in general form unless otherwise stated.

7.4. The Client agrees that any information disclosed to Evelors that is subject to confidentiality obligations to a third party has not been disclosed in violation of such obligations.

7.5. The files, documents, and other data storage devices within Evelors’ possession pertaining to the assignment may be disposed of after the expiration of the relevant legal retention periods, without prior notification to the Client.

7.6. Evelors retains copyright in all materials generated in the course of work carried out on Client’s behalf, whether or not such materials are provided to the Client.  The Client has a license to use and make copies of materials provided by Evelors, but only for the purposes of the matter covered by the retainer/Agreement.

7.7. Subject to Evelors copyright, the final product of the firm’s work, as provided to the Client, belongs to the Client.  All correspondence and other documents provided to Evelors by the Client, or by third parties on the Client’s behalf, shall belong to Evelors unless the Client advises Evelors in writing to the contrary.

8. FEES

8.1. Unless otherwise specified, the fees associated with the assignment payable to Evelors will be calculated by multiplying the hours worked by hourly rates, which will be periodically determined by Evelors. Evelors retains the right to modify these hourly rates at its discretion.

8.2. The Client will be responsible for reimbursing Evelors for any disbursements incurred on the Client’s behalf. These disbursements encompass various expenses, including but not limited to: court fees, bank charges, trade and land register fees, courier expenses, and any negative interest on funds held for the Client. Evelors applies fixed charges for recurring disbursements, such as consultations with the Trade Register, Land Registry, courier services, and payment transaction costs.

8.3. Evelors also has the right to charge the Client for all costs and expenses that Evelors reasonably incurs on the Client’s behalf. There are generally no additional charges for minor expenses such as postage, telephone calls, electronic communications, or printing costs, although Evelors Solutions BV reserves the right to charge additional fees for these expenses if they are in excess of normal charges. The Client agrees that Evelors may make additional payments on the Client’s behalf that are deemed reasonably necessary or appropriate during the term of the Agreement.

8.4. Evelors will issue invoices to the Client on a monthly basis for Evelors’ fees, inclusive of general office expenses, other outlays, third-party invoices, and applicable turnover tax, unless otherwise specified in a written agreement.

9. PAYMENT

9.1. The Client is obliged to settle invoices from Evelors within 15 (fifteen) days of receiving the invoice, without making any deductions, granting discounts, or engaging in set-offs, unless an alternative arrangement has been established in writing. Raising objections to the invoiced amounts does not relieve the Client of the obligation to make timely payments.

9.2. In cases where the Client has assigned a task to Evelors on behalf of a third party, the Client’s responsibility to remunerate Evelors is independent of whether the third party pays the Client. Non-payment or delayed payment by the third party to the Client does not affect the Client’s obligation to ensure prompt and complete payment to Evelors.

9.3. Failure by the Client to make timely or full payments for one or more invoices issued by Evelors grants Evelors the right to suspend further progress on the assignment. Additionally, in instances of late payment, the Client will be liable to pay statutory interest accrued from the due date and the extrajudicial collection costs incurred by Evelors.

9.4. If Evelors deems the Client’s financial position or payment history as justifying it, Evelors reserves the right to request immediate financial security from the Client, in a manner determined by Evelors, and/or an advance payment. In the event that the Client does not provide the requested security, Evelors retains the right, without prejudice to other rights, to immediately halt further advancement of the assignment, with all sums owed by the Client to Evelors becoming immediately due.

9.5. Evelors maintains the right to request advances for work to be undertaken or expenses to be incurred at any time.

9.6. In the event that fees become payable to Evelors at the point of settlement of any claim in which the Client is the recipient of a settlement payment, the Client agrees that Evelors shall be entitled to full payment of such fees or in part from settlement funds, at Evelors’ sole discretion. Evelors shall also have the right to require advance payment of anticipated fees and disbursements, or any portion thereof, of any estimated payment as a condition of continuing to act on behalf of the Client in connection with the settlement.

10. ELECTRONIC COMMUNICATIONS

10.1. Communications made via the internet are not always secure.  For this reason, it may not be appropriate to rely on advice or other information contained in an email or other electronic document without requesting Evelors to confirm the advice by another method.  It is the Client’s responsibility to ensure that emails or other communications coming from Evelors are genuine before relying on anything contained therein.  Similarly, the Client should not assume that email communications with Evelors are always received.  Evelors uses filtering software to reduce the impact of spam and the introduction of viruses into Evelors’ systems, which can occasionally filter legitimate correspondence. Especially important communications should, therefore, be confirmed by telephone or post.

10.2. Evelors does not accept responsibility or liability for errors or issues that may occur as a result of the use of electronic communications. Consequently, all risks arising from or connected with the transmission of electronic communications are borne by the Client. These risks include, but are not limited to: the accidental dissemination of commercially sensitive information, the transmission of viruses, emails purportedly originating from Evelors but in fact initiated by a third party or malicious or fraudulent communications purportedly coming from Evelors.  If the Client does not agree to accept these risks, the Client must notify Evelors Solutions BV in writing that email is not an acceptable means of communication. Evelors operates alternative communication methods that can be employed on request for the transmission of sensitive or personal data.

11. DATA PROTECTION

11.1. Evelors may process personal data about the Client and/or Client’s officers and employees for the purposes of the work covered by the Agreement and for other related purposes. This may include the global transfer of information to third parties who process information on Evelors’ behalf, subject to the Client’s consent and to the relevant legislation or law enforcement agencies. For the purpose of the General Data Protection Regulation (GDPR), the data controller in relation to such personal data is Evelors Solutions BV.

11.2. The Client is referred to the Privacy Policy available on the Evelors website for further information regarding how Evelors collects, uses, and stores personal data, as well as the rights of data subjects in relation to their personal data.

12. LIABILITY

12.1. Evelors will execute its work with the utmost care and competence, adhering to the expected standard of care for Evelors Solutions BV. If an error occurs due to incorrect or incomplete information provided by the Client, Evelors shall not be held responsible for any resulting damages or losses.

12.2. Any advice given to the Client or other work done for the Client by a partner, member, consultant or employee of Evelors is given or done by that person on behalf of Evelors, no such person will owe a personal duty of care to the Client. The Client agrees not to bring any claim or proceedings of any nature in respect of the provision of services by Evelors against any individual partner, member, consultant or employee of Evelors.  Any claims arising out of or in relation to services provided shall be brought against Evelors alone and the restriction in this paragraph shall not operate to limit or exclude the liability of Evelors.

12.3. Evelors’ liability for shortcomings of third parties engaged by Evelors Solutions BV shall only apply to the extent that compensation for the resulting loss and damages can be sought from those third parties. Evelors reserves the right to accept any liability limitations set forth by the third parties it engages, even on behalf of the Client.

12.4. Evelors Solutions BV does not assume any responsibility or liability for the work performed by third parties recommended to the Client by Evelors.

12.5. The Client is obligated to report any service defects to Evelors within 3 (three) months from the time the Client became aware of the defect or reasonably should have discovered it. Failure to do so will result in the Client forfeiting its  right to claim for performance or damages.

12.6. Evelors’ liability will be constrained to the amount that can be claimed under its professional liability insurance(s) for the specific matter, augmented by any excess amount borne by Evelors Solutions BV as stipulated in the Policy terms. This exclusion extends to indirect and consequential damages, including loss of profits, business interruption, and harm to reputation. Unless the firm is held by a court to have been fraudulent or reckless, the Client agrees that the aggregate maximum net liability of the firm arising directly or indirectly from the retainer shall be restricted to the fees invoiced by Evelors for the relevant matter, but not higher than the amount of €1,000,000 (one million EUR).

12.7. All liability of individuals affiliated with Evelors, as referenced in Article 2.2, is expressly disclaimed, and these individuals may invoke this third-party clause, established in their favour, at any time.

12.8. Any liability of Evelors will be limited to the extent of instructions and the services to be provided solely by Evelors within the scope of the Agreement. Advice and services are provided to the Client; Evelors does not accept or owe a duty of care to any third party with respect to such advice and services unless specifically agreed in writing.

12.9. Evelors will not be liable for inaccurate advice of foreign lawyers, consultants instructed by Evelors in connection with the Client’s work if it was communicated to the Client.  Any claim with respect to such advice must be addressed directly with the relevant foreign lawyers or consultants.

12.10. All claims against Evelors for any failures, errors, or deficiencies in the execution of an assignment provided by the Client will be considered void and unenforceable after one year from the completion of the relevant assignment.

13. APPLICABLE LAW AND COMPETENT COURT

13.1. The legal association between the Client and Evelors shall be exclusively regulated by and interpreted in compliance with the laws of the Netherlands.

13.2. These terms and conditions are subject to governance and interpretation in conformity with the laws of the Netherlands, and the Client consents to the exclusive jurisdiction of the competent court in the Netherlands.

13.3. If the Client resides outside the European Economic Area (EEA), Evelors Solutions BV may, at its sole discretion, refer disputes to arbitration in accordance with the rules of the Netherlands Arbitration Institute (NAI).