1. General
1.1. These general terms and conditions apply to every agreement for services between a Client and HSA
1.2. In these terms and conditions:
1.2.a. “HSA” HSA Lawyers B.V.;
1.2.b. “Client” means the person engaging HSA to provide services; and
1.2.c. “Person Affiliated with HSA” means every lawyer (advocaat), and every other person working at HSA or at a subsidiary of HSA (regardless of whether this is on the basis of an employment agreement or on any other basis), every subsidiary of HSA, every shareholder of HSA, and Stichting Beheer Derdengelden HSA. Persons Affiliated with HSA include persons formerly affiliated with HSA and legal successors of Persons Affiliated or formerly affiliated with HSA.
1.3. These general terms and conditions are available in Dutch and English. Should there be any conflict between the Dutch and English, the Dutch version shall prevail.
1.4. The information to be disclosed pursuant to article 6:230b of the Dutch Civil Code (Burgerlijk Wetboek), can be found at www.hsalaw.nl.

2. Engagement
2.1. An agreement for services between a Client and HSA will only come into existence when HSA or a lawyer, civil law notary, candidate civil law notary or tax lawyer working at HSA accepts a Client’s instructions.
2.2. A Client’s engagement of a Person Affiliated with HSA will not result in an agreement with that person or with any other Person Affiliated with HSA.
2.3. If the Client requests that, as part of the engagement, work be carried out or continued by a specific Person Affiliated with HSA, HSA shall meet that request where possible, taking into account the limitations imposed by HSA’s business and the demands of its other Clients. Articles 7:404 and 7:409 of the Dutch Civil Code will not apply.
2.4. If HSA is engaged to provide services together with another person, legal entity or firm, HSA will only be liable for the performance of those obligations that are explicitly HSA’s obligations. Article 7:407(2) of the Dutch Civil Code will not apply.
2.5. The Client shall provide HSA with any information, which HSA, its shareholders or subsidiaries, third parties or banks engaged by it/them, need in order to meet any obligations to establish the identity of Clients and persons affiliated with Clients, including obligations under the Dutch Act on the Prevention of Money Laundering and Financing of Terrorism (Wet ter voorkoming van witwassen en financieren van terrorisme). HSA has an obligation to report unusual transactions to the authorities.

3. Invoices
3.1. The Client will owe HSA the agreed fee. If no fee has been agreed, the Client will owe a fee based on HSA’s standard hourly rates.
3.2. Expenses incurred by HSA (including courier, travel and accommodation costs, registration and court fees, and costs, including interest, charged by persons not affiliated with HSA and banks) will be for the Client’s account.
3.3. Fees and expenses owed by the Client will be increased by the applicable turnover tax (VAT) as required by law, unless the Client is established in another European Union member state and has provided HSA with a valid VAT number, or is established outside the European Union.
3.4. The Client may notify HSA of any objections to an invoice for thirty days after the date of the invoice. If the Client fails to do this, the invoice will be deemed to have been accepted.
3.5. The Client shall pay all invoices within fourteen days of the invoice date.
3.6. HSA shall be authorized to use funds held in the third party account by Stichting Beheer Derdengelden HSA on behalf of the Client for payment of one or more invoices due by the Client to HSA, provided that HSA shall immediately commit it to the Client in writing with reference to the declaration(s) and the fee due.
3.7. All (out)judicial costs ((buiten)gerechtelijke kosten) related to the recovery of declarations are borne by the Client.

4. Liability
4.1. HSA’s liability is limited to the amount that is paid out for the relevant claim under HSA’s insurance, plus the applicable excess. Liability for damage caused by an event not covered by any insurance is limited to total fees charged by HSA in respect of that relevant engagement with a maximum of EUR 15,000.
4.2. The statute of limitation for every claim regarding the services provided by HSA will expire one year after the date on which the Client became aware of the damage and of HSA’s liability for the damage.
4.3. The professional liability of every lawyer working at HSA and its subsidiaries is limited as set out in the first sentence of clause 4.2 above. Any other liability on their part and on the part of other Persons Affiliated with HSA is excluded. This paragraph is an irrevocable third-party clause for the benefit of every Person Affiliated with HSA.
4.4. The Client indemnifies HSA and all Persons Affiliated with HSA against any claims made by third parties and any other damage suffered by HSA or a Person Affiliated with HSA in connection with the services, to the extent that the claim or damage exceeds the amount that is paid out in that regard under HSA’s insurance, plus the applicable excess. A third party includes every group company, shareholder and managing or supervisory director of the Client, any persons working at or for the Client and any family member of the Client. This paragraph is an irrevocable third-party clause for the benefit of every Person Affiliated with HSA.

5. Engaging third parties
5.1. In providing the services, HSA may engage persons not affiliated with HSA (such as couriers, bailiffs, translators, experts and foreign counsel) where this is desirable for the provision of the services. HSA may engage those persons in its own name or, as an authorized representative, in the Client’s name.
5.2. The Client is bound by the conditions agreed between HSA (in its own or the Client’s name) and the other persons engaged by HSA. HSA is not liable for any damage caused by any action or omission of other persons engaged by it.
5.3. If HSA holds funds of a Client or a third party, the Client is bound by the conditions imposed by the bank holding the funds. HSA is not liable for damage caused by any act or omission of the bank. The previous two sentences apply equally if Stichting Beheer Derdengelden HSA holds funds. The previous sentence is an irrevocable third-party clause for the benefit of Stichting Beheer Derdengelden HSA.

6. Confidentiality and files
6.1. HSA and the Client shall keep the services confidential, as well as everything related to the services or anything they become aware of in connection with the services. HSA and the Client shall take reasonable measures to ensure that Persons Affiliated with HSA do the same.
6.2. The first sentence of clause 6.1 above does not apply where disclosure is mandatory pursuant to the law or a binding decision of a court or a government body or, in the case of HSA, where disclosure is desirable with a view to providing the services.
6.3. HSA shall retain its files and all documents and other data carriers it had at its disposal in connection with the services during the statutory retention period. After this period, HSA may destroy documents without notifying the Client.

7. Termination of the engagement
7.1. The Client may terminate the engagement at any time, but only by giving written notice to its contact at HSA.
7.2. HSA may terminate the engagement by giving the Client fourteen days’ prior notice, or immediate notice if the Client does not pay an invoice within thirty days of the due date, but always only by giving notice in writing.
7.3. If the engagement is terminated, the Client will owe the fees for the work carried out by HSA before the end of the engagement and for any subsequent work that HSA may need to do in order to transfer the matter to the Client or a third party.

8. Governing law; complaints and disputes
8.1. The agreement for services (including clause 8.2 below) and any non-contractual obligation arising out of or in connection with the agreement are governed exclusively by Dutch law.
8.2. HSA’s complaints procedure – which can be found on www.hsalaw.nl – applies to work carried out by any Persons Affiliated with HSA.
8.3. Subject to clause 8.2 above, the The Hague District Court, the Netherlands, has exclusive jurisdiction to settle all disputes arising out of or in connection with the agreement for services, including disputes concerning its existence and its validity and any non-contractual obligations.
8.4. Clauses 8.1 and 8.3 above apply equally to noncontractual obligations of Persons Affiliated with HSA that arise out of, or are connected with, the agreement for services. This paragraph is an irrevocable third-party clause for the benefit of every Person Affiliated with HSA.

9. Personal Data
9.1. Terms defined in the General Data Protection Regulation (“GDPR“) have the same meaning in this clause 9.
9.2. The Client shall indemnify HSA and all Persons Affiliated with HSA against any claims made by third parties and any other damage suffered by HSA or a Person Affiliated with HSA in connection with an alleged unlawful processing of personal data in the course of the engagement, to the extent that HSA has received these personal data from the Client or at the Client’s instruction.
9.3. The Client shall provide the data subject with the information on the processing of personal data in the course of the engagement as required under the GDPR. The Client will do so within the applicable term under the GDPR. HSA shall be the contact point for data subjects exercising their rights under the GDPR towards HSA.
9.4. Each of the parties shall inform the other without undue delay after having become aware of a personal data breach in connection with personal data processed in the course of the engagement. The Client and HSA will consult with each other before submitting any notification to supervisory authorities and data subjects.
9.5. Each of the parties shall inform the other without undue delay after having become aware of an investigation of a supervisory authority in connection with personal data being processed in the course of the engagement