General terms and conditions
General terms and conditions established by JULI Notaris B.V. on February 1, 2022
In these general terms and conditions, the following definitions apply:
- “JULI”: a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) JULI Notaris B.V., with its corporate seat in Utrecht and address in (3511 BK) Utrecht, at Lange Viestraat 2b, registered in the trade register under number 82729271, also trading under the name JULI Notaris, JULI Notaris B.V.;
- “KNB”: The Royal Dutch Association of Civil-law Notaries, established at 2511 BW The Hague, Spui 184;
- “Client”: the client, being one or more natural persons or legal entities who instruct JULI to perform work;
- “WNA”: Civil-Law Notaries Act;
- “WWFT”: Money Laundering and Terrorist Financing (Prevention) Act.
Article 1 Applicability of these general terms and conditions
- To the exclusion of any other general terms and conditions, these terms and conditions apply to all quotations issued by JULI, accepted assignments, any follow-up assignments that may or may not be related to the previous assignment, and all other activities of JULI, as well as to all other legal relationships between JULI and third parties.
- These general terms and conditions have also been stipulated for the benefit of third parties engaged in the execution of the assignment (including third parties with whom JULI has entered into a partnership), as well as all civil-law notaries, all candidate civil-law notaries and all other persons who work for or have worked on behalf of JULI, including but not limited to JULI’s shareholders and directors, as well as the shareholders and directors of JULI’s holding companies, as well as their legal successors.
- These general terms and conditions have been drawn up and available in Dutch and English. In the event of any difference in content or purport, the Dutch text is decisive and binding.
Article 2 Contract for assignment
- The assignment is deemed to have been given to and accepted solely by or on behalf of JULI and the services are only provided on behalf of JULI. If it is the (implicit) intention or the expectation that an assignment will be performed by one or more specific persons, this in no way excludes or limits JULI’s right to engage other persons or legal entities in the execution of the assignment.
- The legal relationship between JULI and the Client is a contract for assignment within the meaning of art. 7:400 et seq. of the Dutch Civil Code, whereby JULI undertakes towards the Client to perform certain services. No agreement is expressly concluded with one or more shareholders of JULI or those who work for JULI, so that the applicability of Article 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is expressly excluded.
- The contract for assignment is entered into for an indefinite period of time, unless the content, nature or purport of the assignment dictates otherwise. JULI can only be represented by (candidate) civil-law notaries affiliated with the office. Unless otherwise agreed in writing, JULI will decide which (candidate) civil-law notary will perform the work.
- If an assignment is given by more than one (1) (legal) person, each of them is jointly and severally liable for the amounts owed to JULI under that assignment. Unless expressly agreed otherwise, the Client is always the debtor. In the event that the assignment is given by a natural person on behalf of a legal entity, this natural person will, if he or she can be regarded as a (co-)policymaker of the relevant legal entity, also be the client in his or her private capacity. In the event of non-payment by the legal entity, the relevant natural person will therefore be personally liable for the payment of the fee statement, irrespective of whether this fee statement, at the client’s request or otherwise, has been made out in the name of a legal entity or in the name of the client as a natural person.
- In the event of death (overlijden) and/or dissolution (ontbinding) and/or legal merger (juridische fusie) and/or legal division (juridische splitsing) of the Client, its rights and obligations are transferred to its successors under universal title (algemene titel).
- An assignment is also considered accepted if no assignment confirmation has been received from the Client, if the assignment has been confirmed to the Client by JULI, if the Client receives a draft deed drawn up on behalf of JULI or a personal advice issued. The execution of the assignment is exclusively for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed.
Article 3 Fee and costs
- The fee is determined, unless otherwise agreed, on the basis of the hours spent on the assignment, multiplied by the usual hourly rate for the matter in question, increased by the costs of third parties.
- JULI may not charge the costs of its activities to another assignment, another part of the assignment or to someone other than the Client.
- JULI is also authorized to charge the Client for the work performed without ultimately leading to a notarial deed. The fee is determined as determined above.
- If JULI’s activities are based on a purchase agreement, JULI will charge the fee in accordance with the provisions of the purchase agreement regarding the division of costs between the parties and, in the absence of such a provision in the purchase agreement, to the purchaser.
- JULI is furthermore entitled to charge the applicant costs for issuing a copy and/or a first enforceable authenticated copy (grosse) of a deed or duplicate of documents held by JULI, expressly including invoices and declarations.
- JULI is authorized to engage third parties in the execution of the assignment at the expense and risk of the Client. The choice of the third parties to be engaged by JULI will, where possible, be made in consultation with the Client and with due care. JULI is not liable for any (attributable) failure to perform of these third parties. The Client hereby grants JULI an irrevocable and unconditional power of attorney to enter into an agreement for and on behalf of him with the relevant third party and to accept any limitations of liability stipulated by third parties for and on behalf of him. Costs of third parties are for the account of the Client.
- Costs to determine damage and liability within the meaning of article 6:69 paragraph 2 under b of the Dutch Civil Code are for the account of the Client.
Article 4 Payment
- Unless otherwise stated, the fee owed and any disbursements must be credited to JULI’s payment account at the latest on the date of executing the deed, i.e. before the time of execution, if the deed involves money transactions. If the latter is not the case, an invoice must be paid within fourteen (14) days after dispatch.
- All payments must be made without suspension and/or set-off.
- JULI is authorized to make interim declarations. Disbursements and declarations from third parties can be charged immediately.
- JULI is authorized to adjust agreed (hourly) rates annually as of 1 January. In that case, the new rates can also be charged in current cases from that moment on.
- JULI is also authorized to charge an advance on the fee and disbursements. These interim and advance invoices must also be paid within fourteen (14) days after dispatch.
- The correctness of invoices and declarations can only be disputed if this is done within thirty (30) days of the invoice date.
- If a payment term is exceeded, the Client is in default and liable for all costs incurred by JULI in connection with the collection. Furthermore, from the moment of default, the Client owes interest on the principal and costs owed by the Client. In that case JULI is also authorized to suspend or terminate the execution of the assignment, in which case JULI is not liable for damage and costs that arise as a result. The interest is one (1) percent per month, provided that part of a month counts as a full month.
- All extrajudicial costs (buitengerechtelijke incassokosten) related to the collection of the invoices are for the account of the Client (including in any case the costs actually involved with that collection, such as costs for a lawyer, legal representatives and arbitrators or binding advisors), as well as the costs court costs. The minimum amount is an amount of fifteen percent (15%) of the amount to be collected (including VAT). If the Client is a natural person who does not act in the exercise of a profession or business, these extrajudicial costs will be calculated in derogation from the provisions of the previous sentence in accordance with the graduated scale from the Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten), according to which decision these costs shall at all times be at least € 40,-.
Article 5 Payment and management of funds
- A claim against JULI due to the payment of money under the legal act included in a deed cannot be assigned or pledged. JULI, on the basis of the notarial professional rules and rules of conduct, only pays out money to the person who acts as a party to the deed and/or can claim payment on the basis of the legal act included in the deed, unless otherwise stated in the aforementioned rules of conduct.
- JULI may retain funds in the context of the execution of assignments. JULI will deposit these funds into a clients’ account as referred to in Article 25 of the WNA (kwaliteitsrekening). JULI is not liable if the bank should fail to fulfill its obligations.
- JULI maintains one or more trust account(s) (derdengeldenrekening(en)) as referred to in Article 25 of the WNA at credit institution(s) with a license as referred to in the Financial Supervision Act (Wet op het financieel toezicht). If a credit institution charges (negative) interest on the balance of the trust account, JULI will charge this interest to the client at an equal percentage.
- JULI may charge the client costs for the use of the trust account as mentioned above. The time spent on communication about managing or paying out third-party funds is charged at the applicable hourly rate of the practitioner.
Article 6 Liability JULI
- If one (1) or more errors are made in the work performed for the execution of the assignment given to JULI, the total compensation to be paid to the Client(s) and third parties with regard to that work is limited to the actual amount paid out by a professional liability insurer (beroepsaansprakelijkheidsverzekeraar) plus JULI’s deductible (eigen risico) under that insurance. Minimum standards that the insurance must meet are included in the applicable professional rules and rules of conduct.
- If JULI does not receive any insurance coverage for the damage, including any payment errors that are not covered by insurance, the liability is limited to a maximum amount of € 50,000.
- The limitation of liability described in paragraph 1 and 2 also applies in the event that JULI is liable for errors by third parties engaged by it or for the improper functioning of equipment, software, data files, registers or other items used by it in the performance of the assignment, without exception.
- The limitation of liability as described in paragraph 1 and 2 also applies if JULI has wrongly refused its service and direct or indirect damage results from this.
- All claims against JULI lapse in any case twelve (12) months after the moment at which the Client became aware or could reasonably have been aware of the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
- The limitation of liability as referred to in this article also applies if a message sent digitally is not transmitted and/or received correctly or completely or not in time.
- Any claim for damages cannot be brought against employees, civil-law notaries, shareholders and directors of JULI, and other persons who work for, for or on behalf of JULI or with whom a partnership has been entered into, nor against directors of legal entities responsible to carry out the work or with whom a partnership has been entered into.
Article 7 Applicable professional rules and rules of conduct, WWFT and AVG
- JULI adheres to all existing professional rules and conduct rules. An explanation of these rules can be found in the consumer brochure ‘Game rules for notary and consumer’, drawn up by the KNB in consultation with the Consumers’ Association and Vereniging Eigen Huis. This brochure can be found at knb.nl and can be provided by JULI on request.
- JULI will also observe the provisions of the WWFT when executing the assignment. In connection with this, JULI is obliged to conduct a customer due diligence, which investigation includes, among other things, establishing and verifying the identity of the ultimate beneficial owner of the Client. JULI may also be obliged in connection with the WWFT to report situations or transactions of an unusual nature to the Financial Intelligence Unit-Netherlands (FIU-Netherlands). According to the WWFT, JULI may not inform its Client of such a report. JULI will never be liable for damage that a Client has suffered, suffers or will suffer as a result of an incorrect report made under the Wwft, unless there is intent or gross negligence on the part of JULI.
- By giving the assignment, the Client confirms that it is familiar with the aforementioned obligations arising from the WWFT and, insofar as necessary, the Client grants permission to JULI for the execution of the necessary actions.
- By giving the assignment, the Client also confirms that it is aware of the fact that JULI collects data from those who are directly or indirectly involved in JULI’s services. The JULI website contains the privacy statement that explains how the office handles personal data in the context of the General Data Protection Regulation.
Article 8 Applicable law, complaints and dispute settlement, dispute settlement
- Only Dutch law applies to the assignment, the service provision and any liability.
- The Complaints and Dispute Settlement Scheme for the Notarial Profession (klachten- en geschillenregeling notariaat) also applies to the services provided by the civil-law notary.
- If the Client has complaints about the work performed by JULI, or about the invoice submitted by JULI, he will first report these to JULI’s complaints officer. A complaints procedure can be requested from JULI.
- If, in the opinion of the Client, the complaint is not handled by JULI or not in a sufficiently satisfactory manner, the Client has the option of turning to the Disputes Committee, insofar as it concerns a complaint as referred to in the Notarial Disputes Committee Regulations of the KNB or, for disciplinary complaints, the relevant Chamber for the Notarial profession (see also knb.nl and www.degeschillencommissie.nl). The Client is also authorized to apply to the civil court.
- The Dutch court of JULI’s place of business is exclusively competent to settle disputes by the civil court, on the understanding that the Client is also entitled to turn to the Disputes Committee in accordance with the preceding paragraphs.