terms & conditions
Definitions
In these general terms and conditions, the following definitions apply:
Business Day means any day other than a Saturday, Sunday, or a public holiday in the Netherlands;
Client means any natural person or legal entity that instructs Pack2 to provide Services;
Engagement means the instruction given by a Client to Pack2 to provide Services, including any amendment or extension thereof agreed in writing;
Pack2 means Pack2 A B.V., CAP Advisory B.V. or any other entity affiliated with the law firm Pack2;
Person Associated with Pack2 means any current or former shareholder, director, employee, contractor, or other person acting on behalf of or in connection with Pack2, including their legal successors; and
Services means the legal and advisory services provided by Pack2 to a Client pursuant to an Engagement.
Scope and Application
These general terms and conditions apply to all Services provided by Pack2 and to all legal relationships between Pack2 and a Client, unless the parties have expressly agreed otherwise in writing.
Every Engagement is deemed to be made exclusively with Pack2 and not with any Person Associated with Pack2, even if the Client intends or requests that the Services be performed by a specific person. The application of sections 7:404 and 7:407(2) of the Dutch Civil Code (Burgerlijk Wetboek) is excluded.
These general terms and conditions may be relied upon by Pack2 and by any Person Associated with Pack2 and their respective legal successors. The Client acknowledges that this clause constitutes an irrevocable third-party stipulation (onherroepelijk derdenbeding) within the meaning of section 6:253 of the Dutch Civil Code.
Liability
Any liability of Pack2, any Person Associated with Pack2, and any other person involved in performing or carrying out the Engagement, is limited to the amount actually paid out under the applicable professional liability insurance policy in respect of the relevant matter, plus the applicable deductible (eigen risico) under that policy.
If and to the extent that, for whatever reason, the professional liability insurance policy referred to in Clause 3.1 does not provide coverage in respect of a claim, the aggregate liability of Pack2 in connection with the relevant Engagement is limited to the amount of fees actually paid by the Client to Pack2 in respect of that Engagement, exclusive of VAT and disbursements.
Pack2 is not liable for any indirect or consequential loss, including loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, or reputational damage, howsoever arising.
A claim by the Client against Pack2 or any Person Associated with Pack2 shall lapse if Pack2 has not received written notice of that claim, specifying in reasonable detail the facts and legal basis giving rise to the claim, within twelve (12) months after the date on which the Client became aware, or ought reasonably to have become aware, of the event or circumstance giving rise to that claim.
Engagement of Third Parties
Pack2 may, at its discretion, engage third parties (including other law firms, advisers, or other service providers) in connection with the Services. Pack2 shall exercise reasonable care in selecting such third parties.
Pack2 is not liable for any error, omission, or act of a third party engaged pursuant to Clause 4.1. By instructing Pack2, the Client authorises Pack2 to accept, on the Client's behalf, any limitation of liability stipulated by such third party.
Where Pack2 engages a third party at the Client's specific instruction, Pack2 shall not be liable for the selection or performance of that third party.
Fees and Payment
Unless the parties have agreed otherwise in writing, Pack2 shall charge fees on the basis of the number of hours worked, multiplied by the applicable hourly rates. Pack2 shall determine those hourly rates, subject to Clause 5.3.
Disbursements incurred by Pack2 on behalf of the Client in connection with the Engagement (including, without limitation, court fees, registration fees, notarial fees, and courier costs) shall be charged separately and in addition to the fees.
All amounts are exclusive of Dutch value added tax (btw) and any other tax, levy, or similar charge that any party is required to pay under applicable law.
Pack2 shall invoice on a monthly basis, unless the parties agree otherwise in writing. The Client shall pay each invoice in full within fourteen (14) days after the invoice date, without set-off, suspension, or deduction.
Pack2 reserves the right to index agreed hourly rates annually as of 1 January of each calendar year, using the consumer price index (CPI) published by Statistics Netherlands (Centraal Bureau voor de Statistiek, CBS) for the preceding calendar year. Pack2 may additionally adjust agreed hourly rates to reflect changes in the complexity or urgency of the Engagement or increases in the relevant fee-earner's years of experience or specialisation. Pack2 shall notify the Client of any such adjustment as soon as reasonably practicable.
If the Client fails to pay any amount due within the period referred to in Clause 5.4, Pack2 is entitled, without prejudice to its other rights and remedies, to charge statutory commercial interest (wettelijke handelsrente) as referred to in section 6:119a of the Dutch Civil Code from the due date until the date of actual payment, and to suspend performance of the Services until payment in full has been received.
Anti-Money Laundering and Client Identification
Pack2 is subject to the Dutch Act on the Prevention of Money Laundering and Terrorist Financing (Wet ter voorkoming van witwassen en financieren van terrorisme, Wwft) and other applicable legislation and regulations. Pack2 may be required to verify the identity of the Client and its ultimate beneficial owners (UBOs), to perform client due diligence, and to report unusual transactions or circumstances to the relevant competent authorities.
By instructing Pack2, the Client acknowledges and consents to Pack2 performing any identity verification, client due diligence, and reporting obligations as required under applicable law. Pack2 is not liable for any loss or damage incurred by the Client as a result of compliance with Pack2's statutory obligations under applicable legislation.
Data Protection
Pack2 processes personal data in connection with the Services in accordance with its privacy statement. The privacy statement is available at www.pack2.nl.
Governing Law and Jurisdiction
These general terms and conditions and all legal relationships between Pack2 and the Client are governed by Dutch law.
Any disputes arising out of or in connection with these general terms and conditions or an Engagement shall be submitted exclusively to the competent court in Amsterdam, the Netherlands, in first instance, without prejudice to Pack2's right to apply for interim relief (including provisional measures) before any competent court.
General
Pack2 may amend these general terms and conditions at any time. Amendments shall apply to all new Engagements commencing after the date of notification of the amendment to the Client.
If any provision of these general terms and conditions is or becomes invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, void, or unenforceable provision shall be replaced by a valid provision that reflects Pack2’s intent as closely as possible.
