BZSE Attorneys at Law, established on Sint Maarten, hereinafter: "BZSE", is a partnership under civil law (in Dutch: 'een maatschap'), formed by private limited liability companies, whose object is to practice law in the broadest sense. A list of partners will be provided upon request.
- Any and all stipulations in these General Terms & Conditions are also made on behalf and for the benefit of the individual partners of BZSE, the directors of the private limited liability companies mentioned above under clause 1, and on behalf and for the benefit of any and all persons engaged (or having been engaged) by or for BZSE in carrying out the assignments of Clients, whether or not as employees of BZSE, and whether or not this concerns lawyers or other staff members of BZSE.
B. Assignments and Work by Third Parties;
- All assignments and all works and services commissioned by Client are deemed to have been exclusively given to, and accepted by, BZSE, and shall be deemed to be handled, carried out and / or executed exclusively by BZSE. Articles 7:404, 7:407 second paragraph and 7:409 of the Civil Code are hereby excluded; the partners, their managing directors, as well as the persons employed by the partnership, are not severally bound or liable.
- These General Terms & Conditions shall be applicable to any and all offers and agreements under which BZSE offers or supplies services. Deviations from these General Terms & Conditions shall only be valid if they have been agreed upon explicitly and in writing.
- In the framework of executing the assignments BZSE is authorized to engage third parties in case such services are needed and / or required in the interest of the case or matter, or upon request of the Client. In the selection of third party service providers, the utmost care and due prudence will be observed. BZSE has the right to accept any limitations of liability (on behalf of the Client) stipulated by third party service providers;
C. Limitation and Exclusion of Liability;
- Any and all liability of BZSE shall be limited to the amount that is the result of the addition of (A) the amount which is (successfully) claimable and (actually) recovered under our professional liability insurance, and (B) the applicable deductible (amount of own risk) for BZSE under mentioned insurance policy.
- Each and any liability for errors and omissions committed by third parties, as mentioned under clause 5, is excluded; BZSE shall not be liable for any failure, fault, or shortcomings, of such service providers.
- Changes in the control of a corporate Client, or changes in its representation, even if they have been entered in the public register, can only be held against BZSE after BZSE has been given written notice of such changes by the Client.
- Any and all rights of action, and other rights or powers, on whatever cause or account, that the Client may have against BZSE in connection with services rendered by BZSE, shall become null and void and shall be considered to be waived, in any case after the expiration of one (1) year after the moment that the person or party concerned became familiar with, or could in reason have been familiar with, the existence of these rights of action or other rights or powers.
- The Client shall indemnify and hold BZSE harmless from and against any and all third party claims, actions or demands – including expenses to be incurred by BZSE in connection therewith - arising from or relating in any way to the works or services carried out for the Client by BZSE, unless they result from gross negligence or willful misconduct by BZSE.
E. Fees, Expenses and Payments;
- Unless otherwise agreed upon, professional fees payable by the Client shall be calculated on the basis of the number of hours worked, multiplied by the applicable hourly rate as established for a particular lawyer by BZSE (BZSE differentiates between rates for partners and senior associates and the rates for junior associates and trainees), and shall be increased with a surcharge for administrative charges.
- BZSE reserves the right to change the hourly rate for the various lawyers, as well as the percentage of the surcharge for administrative costs, from time to time at its full discretion.
- BZSE has the right to apply a factor in case work and/or services are necessary and have to be rendered in the weekend, in the evening, and/or on official holidays, or in case the application of a factor is justified based on the complexity, monetary value, and/or importance of the claim or matter.
- Out of pocket expenses made and paid by BZSE in connection with the engagement, such as, but not limited to, court administration fees, bailiff fees, costs of external experts, and travel expenses, will be billed separately.
- In case a fixed price is agreed for rendering certain services, and the rendering of the services leads to extra work and performances that in reason cannot be deemed to be included in the fixed price, BZSE timely informs the Client about the financial consequences of this extra work or performances.
- Payments on invoices rendered shall be made within 15 days after the date of receiving the invoice, without deduction or compensation, in U.S. or ANG currency at the offices of BZSE either in cash or by (certified) check, or by wire transfer into a bank account designated by BZSE.
- If the Client does not object explicitly and in writing to the invoice within a period of four (4) weeks after the Client can be deemed to have received the invoice, the invoice will be considered approved by Client.
- In the event that Client has not paid the invoice by the due date of same, Client shall automatically be in default, without any further notice of default being required. In case Client fails to pay one or more invoices, BZSE has the right to discontinue or suspend any and all activities for the Client at once and until the outstanding invoice(s) have been settled in full.
- BZSE is authorized to set off monies received on behalf of the Client against outstanding fees, disbursements, and outstanding invoices.
- Notwithstanding all other rights of BZSE, all unpaid invoices are subject to interest of 1.5 % per month and reasonable collection fees, including but not limited to reasonable attorney fees. Part of the month will be regarded as a whole month.
- All collection costs made by BZSE with regards to the enforcement of payment of outstanding invoices, including out of court collection costs ex art. 6: 96 sub 2c BW, will be for the account of the Client. Parties hereby agree that these costs amount to at least 15% of the outstanding (principal) amounts.
- BZSE reserves the right to claim more than 15% if the actual collection costs are higher.
F. Trust account;
- BZSE will ensure that trust funds from third parties are deposited on a separate bank account in the name of Stichting Derdengelden BZSE. The rightful claimant(s) to these funds shall not be entitled to interest payments and any costs connected with the payment of these funds to the rightful claimant(s) will be borne by this / these claimant(s). If a Client is the rightful claimant of any trust funds as mentioned above, and if an amount in trust is due and claimable, BZSE does have the right to offset the amount payable against any and all outstanding amounts of this Client.
- If communication takes place between the Client and BZSE using electronic techniques, including e-mail and Internet, then the Client shall bear the risk of transmission of viruses and similar phenomena, and of not receiving, or incorrectly receiving, a message. A message shall only deem to have reached BZSE at the moment the person who renders the service towards the Client on behalf of BZSE has taken note of that message. The Client is obliged to verify whether the message actually reached the person it was addressed to.
Applicable Law and Competent Authority;
The legal relationship between BZSE and the Client shall be governed only and exclusively by the laws of Sint Maarten. Disputes shall only be submitted to, and decided exclusively by, the Court in First Instance of Sint Maarten, unless the dispute is about the valuation / assessment of the fees (and disbursements) charged by BZSE, in which case the Supervisory Counsel for Lawyers ('Raad van Toezicht op de Advocatuur') will be the competent authority.
These General Terms and Conditions have been filed at the Registry of the Court in First Instance of Sint Maarten, and are available at BZSE upon request.