Article 1 General
In these general terms and conditions, the following definitions apply:
1. Client: the party that gives the order
2. Contractor: AVR-Law
3. Assignment: every order to perform services that is concluded between the client and the contractor, every change or addition thereto, as well as all (legal) acts in preparation for and for the execution of that order.
4. Assignment: the written representation of the agreed agreements about the nature of the services, rates, terms and the like.

Article 2 The agreement
1. An order is created with AVR-Law as such. Only AVR-Law is regarded as a Contractor vis-à-vis the Client. This also applies if it is the explicit or tacit intention of the Client that the assignment will be performed by a specific person. The effect of Article 7:404 of the Dutch Civil Code, which provides a regulation for the latter case, and the effect of Article 7:407 paragraph 2 of the Dutch Civil Code, which establishes joint and several liability for cases in which an assignment has been given to two or more persons, is excluded. All assignments are accepted and performed exclusively by AVR-Law, with the exception of Articles 7:404, 7:409 and 7:422 paragraph 1 under b of the Dutch Civil Code.
2. The client is the person for whom the work is performed.
3. An order addressed to a (legal) person affiliated with AVR-Law is thus deemed to have been given exclusively to AVR-Law, without the natural and/or legal person concerned being obliged to perform the work itself or accepting liability for it.
4. Anyone who uses the services of AVR-Law gives in advance permission to those who provide these services to use the data, the knowledge of which by others than AVR-Law and/or the advisor(s) directly involved is useful and/or or is necessary, in the context of the assignment, to inform those others.
5. AVR-Law is obliged to exercise the care that can reasonably be expected of it under the given circumstances with regard to the services provided by or on behalf of it. AVR-Law does not guarantee the achievement of the intended result.
6. These General Terms and Conditions also apply to any additional or follow-up orders.

 Article 3 Applicability of General Terms and Conditions
These general terms and conditions apply to all legal relationships between the contractor and the client, subject to changes in these terms and conditions, which must be expressly confirmed in writing by both parties. If the contractor has agreed on a deviation from these terms and conditions with the client for any assignment, the client can never invoke this for later assignments. These general terms and conditions also serve the benefit of the directors, as well as those who AVR-Law are employed.

Article 4 Quotations; Duration of the agreement
1. The offers and quotations made by the contractor are without obligation. They are valid for 14 days, unless expressly stated otherwise. The contractor is only bound by offers if the acceptance thereof is confirmed in writing by the client within 14 days.
2. The agreement is entered into for an indefinite period of time unless it follows from the content, nature or purport of the assignment granted that it has been entered into for a definite period of time.
3. If, during the execution of an assignment, work has been performed for the client that is not covered by an agreement or an order confirmation, then the presumption is derived from the related notes regarding interim consultations between the client and the contractor in the
contractor’s administration that these activities are performed on an incidental assignment for the client.

Article 5 Liability
Any liability of AVR-Law is limited to the amount that is paid out in the relevant case under its liability insurance, increased by the amount of any deductible that is not borne by the insurers according to the policy conditions. If and insofar as, for whatever reason, no payment is made under the liability insurance, the liability is limited to a maximum of the amount of the invoice(s) in the relevant case.
1. The contractor is liable to the client for a shortcoming in the execution of the assignment, insofar as the shortcoming consists in a failure to observe the care and expertise that may be relied on in the execution of the assignment. However, the Contractor is not liable for:
     a. damage caused to the client or third parties that is the result of the provision of incorrect
      or incomplete data or information by or on behalf of the client to the contractor or is otherwise the result of an act or omission of or on behalf of the client;
    b. damage incurred by the client or third parties that is the result of an act or omission of auxiliary persons engaged by the contractor (not including employees of the contractor), even if they are employed by an organization affiliated with the contractor;
   c. business damage, indirect damage, or consequential damage incurred by the client or
third parties;
   d. damage caused to the client or third parties for which the client has taken out insurance.
2. If the Client considers holding the Contractor liable for compensation for damage, the Client is obliged to consult with the Contractor about this before proceeding with liability.
3. The Contractor is not liable for damage to or destruction of documents during transport or during shipment by post, regardless of whether the transport or shipment is carried out by or on behalf of the Client, the Contractor or third parties.
4. The liability of the contractor for a failure attributable to him in the performance of the assignment as well as for an unlawful act is limited to the amount that the client has paid to the contractor in accordance with the criterion of the provisions of Article 9 as a fee (excluding
turnover tax) and/or is owed with regard to the work to which the damage-causing event relates or to which it relates, with a maximum of five thousand guilders (XCG. 5,000.00), or – if higher and insofar as applicable – the amount that is payable on the basis of the insurance contract concluded by the contractor is paid out.
5. A claim for compensation for damage must be submitted to the contractor no later than twelve months after the client has discovered the damage, failing which the right to compensation will lapse.
6. The client is obliged to indemnify and hold harmless the contractor against all claims from third parties – including shareholders, directors, supervisory directors and staff of the client, as well as affiliated legal entities and companies and others involved in the organization of the client – arising from or in connection with with the work of the contractor for the benefit of the client.
7. The exclusions or limitations of the contractor’s liability arising from the above do not apply insofar as the damage is the result of intent or gross negligence on the part of the contractor.

Article 6 Obligations of the Client
1. If the Client informs a third party of the contents of the work performed by AVR-Law on its behalf, the Client must point out to the third party and ensure that these General Terms and Conditions are also accepted by this third party.
2. The Client indemnifies AVR-Law against claims from third parties who claim to have suffered damage due to or in connection with work performed by AVR-Law for the Client.
3. Payment of invoices from AVR-Law must be made, without suspension or set-off, within 14 days of the invoice date, failing which the Client will be in default without notice of default and the statutory commercial interest will be owed. All (extra)judicial costs related to the collection of invoices – with a minimum of 15% of the amount to be collected and with a minimum of XCG. 100, — – are for the account of the Client. The legal costs are not limited to the legal costs to be liquidated, but will be fully borne by the Client if the Client is (predominantly) found to be wrong.
4. If the assignment is given by a party other than the Client, both the Client and that other party are jointly and severally liable for payment of what is due to AVR-Law.

Article 7 Provision of information by the client
1. The Client is obliged to make available all data and documents that the Contractor, in its opinion, needs for the correct execution of the assignment granted, in a timely manner in the desired form and in the desired manner.
2. The Client guarantees the correctness, completeness and reliability of the data and documents made available to the Contractor, even if they originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
3. If and insofar as the client so requests, the documents made available will be returned to it.
4. The additional costs and additional fees arising from the delay in the execution of the assignment, caused by the failure to provide the required data and documents, or not making them available on time or properly, are for the account of the client.

Article 8 Execution of the assignment
1. The Contractor is obliged to carry out the assignment to the best of its ability and to perform it as a professional who acts with due care. However, the Contractor cannot guarantee the achievement of any intended result. The Contractor is entitled to make use of qualified persons for the execution of the assignment under its own responsibility, unless it appears from the assignment that the performance must be carried out by a specific person, named or not.
2. The contractor can only perform and charge the client for more work than for which the order was given, if the client has given permission for this in advance.

Article 9 Rates and Fee
1. The fee and disbursements belong to AVR-Law. Disbursements are a reimbursement of the costs to be specified, such as court fees, travel and accommodation costs, appraisal costs, attorneys’ fees and bailiff’s costs, etc. The contractor’s fee does not depend on the outcome of the assignment.
2. The fee applies between AVR-Law and the Client, as stated in the correspondence or order confirmation. In all other cases, the fee is calculated on the basis of the basic hourly rate, which is determined annually by AVR-Law and which is available on request.
3. AVR-Law is entitled to demand an advance on its due before commencing the work. This advance is settled with the final invoice.
4. The contractor’s fee, if necessary increased by disbursements and declarations from third parties engaged and additional costs, can be charged per month, unless the client and the contractor have made other agreements about this.

Article 10 Declarations and suspension of work
1. Declarations
    a. Complaints about an invoice must be submitted in writing within thirty days of the invoice date, under penalty of forfeiture.
    b. As long as the assignment has not been completed, AVR-Law is entitled to make interim invoices.
2. Suspension of work
    a. If an invoice is not paid on time, AVR-Law is entitled to suspend its activities, also for other assignments from the Client than to which the     unpaid invoice relates.
    b. AVR-Law is not liable for damage, both material and immaterial, that may arise as a result of suspension of the work.

Article 11 Confidentiality
1. Unless he has a legal or professional obligation to disclose, the Contractor is obliged to maintain confidentiality vis-à-vis third parties.
2. The contractor is not entitled to use the information made available to him by the client for a purpose other than that for which it was obtained. An exception is made to this, however, if the contractor acts for itself in disciplinary, civil or criminal proceedings in which these documents may be important.
3. Unless prior written permission has been granted by the contractor, the client will not make public the content of advice or other statements, whether or not written or not, by the contractor that have not been drawn up or made with the intention of providing third parties with the information contained therein. The Client will also ensure that third parties cannot take cognizance of the content referred to in the previous sentence.
4. The Contractor will impose its obligations under this article on third parties engaged by it. 

Article 12 Intellectual property rights
1. The contractor reserves all rights with regard to products of the mind that he uses or has used in the context of the execution of the assignment of the client, insofar as these arise from the law.
2. The client is expressly prohibited from multiplying those products, including computer programs, system designs, working methods, advice, (model) contracts and other intellectual products of the contractor, in the broadest sense of the word, whether or not with the involvement of third parties, to disclose or exploit.
3. The client is not permitted to make tools of those products available to third parties, other than to obtain an expert opinion regarding the work of the contractor.

Article 13 Complaints
1. Complaints with regard to the work performed and/or the invoice amount must be submitted in writing within 30 days of the sending date of the documents or information about which the client complains, or within 30 days of the discovery of the defect if the client demonstrates that he could not reasonably have noticed the defect earlier. could discover, to be made known to the contractor.
2. A complaint as referred to in the first paragraph does not suspend the payment obligation of the client.
3. The contractor has the right at all times, if and insofar as possible, to limit or undo the damage suffered by the client.
4. In the event of a justified complaint, the contractor has the choice between adjusting the fee charged, improving or re-performing the rejected work free of charge – with due observance of the provisions of 13.3 – or not (any longer) performing the work in whole or in part. the assignment against a refund in proportion to the fee already paid by the client.

Article 14 Delivery period
1. If the client owes an advance payment or must provide information and/or materials required for the execution, the term within which the work must be completed will not commence until after payment has been received in full, respectively the information and/or materials have been made fully available to the contractor.
2. Terms within which the work must be completed can only be regarded as strict deadlines if this has been expressly agreed.
3. Unless execution is indisputably permanently impossible, the agreement cannot be dissolved by the client due to the term being exceeded, unless the contractor also does not perform the agreement or does not perform it in full within a reasonable term notified to him in writing after
the agreed delivery period. Dissolution is then permitted in accordance with Article 265 Book 6 of the Dutch Civil Code.

Article 15 Termination
1. The client and the contractor may at all times terminate the agreement in writing, stating reasons.
2. In the event of termination as referred to under 15.1, the contractor retains its right to a fee for work already performed and reimbursement of expenses incurred, which are not included in this fee.
3. In the event of termination by the contractor, the client is entitled to compensation for the damage demonstrably suffered by him as a result of such termination.

Article 16 Expiration period
Insofar as not provided otherwise in these general terms and conditions, rights of action and other powers of the client for whatever reason vis-à vis the contractor in connection with the performance of work by the contractor, in any case after one year (twelve months) after the moment at which the client became known or could reasonably have been aware of the existence of these rights and powers.

Article 17 Binding general terms and conditions
These general terms and conditions are attached to all services provided by AVR-Law, unless expressly agreed otherwise in the assignment.

Article 18 Disputes
Any disputes in connection with or in connection with any assignment assignments and agreements for services accepted and agreed upon by AVR-Law, including any follow-up assignments and further assignments from clients, will be settled exclusively before the courts of Curaçao, subject to: the Supreme Court of the Netherlands (Hoge Raad der Nederlanden). The Under dispute also includes disputes that relate to the nullity, destruction or existence of any legal act or agreement or are based wholly or partly on non-contractual principles or obligations.

Article 19 Legal concepts
In these general terms and conditions, legal concepts applicable in Curaçao are expressed in: English terms and not in their original Curaçaoan terms. The concepts involved may not always be identical to the concepts described by the English terms as such terms may be understood under the laws of other jurisdictions. In the event of a conflict or inconsistency, the relevant term shall be deemed to refer only to the Curaçao legal terms as described in the relevant English term.

Article 20 Language
These general terms and conditions have been drawn up in both Dutch and English. In the event of a dispute about the content or purport of these general terms and conditions, the Dutch version will be binding.

Article 21 Miscellaneous
AVR-LAW is authorized to change or amend these General Terms and Conditions. The customer will be bound by such changes and/or changes, with effect from two weeks after the customer has been notified of such changes in writing.