The firm by crouch & paeschterms and conditions
General terms and conditions
Our general terms and conditions are applicable upon all services rendered by The Firm and includes a limitation of professional liability. Our general terms and conditions may also be viewed at our offices.
A. The Services and assignments
The practice is conducted by the limited liability company The Crouch & Paesch Law Firm VBA, doing business as The Firm by Crouch & Paesch. The Firm by Crouch & Paesch is registered at the Chamber of Commerce and Industry of Aruba under serial number H52980.0.
These General Terms and Conditions shall apply to all (current, additional and continued) assignments given by clients to The Firm by Crouch & Paesch or the employees of The Firm by Crouch & Paesch, including its directors.
All assignments shall be exclusively accepted and performed by The Firm by Crouch & Paesch. This shall also apply in those cases in which the client’s explicit or tacit intention is that an assignment given to the office is performed by a certain employee of the office. The effect of the provision in Article 7:404 Civil Code, which provision provides for an arrangement for the latter case, and the effect of the provision in Article 7:407, paragraph 2, Civil Code, in which joint and several liability is created for cases in which two or more persons have been given an assignment, shall be precluded.
An assignment given to The Firm by Crouch & Paesch shall only be performed for the client. Third parties may not derive any rights from the content of the activities performed. The client shall always supply The Firm by Crouch & Paesch with all relevant information regarding the assignment and shall keep The Firm by Crouch & Paesch informed of all relevant change in circumstances.
Once the assignment has come to an end, The Firm by Crouch & Paesch is under no obligation whatsoever to keep advising the client regarding the assignment.
B. Limitation of liability, indemnification and hold-harmless clause
The client shall indemnify and hold harmless The Firm by Crouch & Paesch against any claims of third parties, including but not limited to the reasonable costs of legal assistance, relating in any way to the activities performed for the client unless this is the result of gross negligence or intentional misconduct of The Firm by Crouch & Paesch.
When hiring third parties and selecting third parties, The Firm by Crouch & Paesch shall observe due care. The Firm by Crouch & Paesch shall not be liable for the shortcomings of third parties. The Firm by Crouch & Paeasch accepts no liability whatsoever for the outcome of the services provided by a third party, nor is The Firm by Crouch & Paesch liable for the fees or expenses charged by the third party. The Firm by Crouch & Paesch is authorized by the client to accept limitations of liability, if any, of third parties on behalf of the client of The Firm by Crouch & Paesch. The client shall always remain responsible and liable for the payment of any fees and expenses charged by these third parties once these have been approved by the client. The client accepts that fees charges by the bailiff, the court and couriers do not need prior approval from the client and agrees to pay these. The client accepts and gives The Firm by Crouch & Paesch permission to share all relevant information, including personal information of a client, with a third party in order to carry out the assignment in question.
The liability shall be limited to the amount that the professional indemnity insurance taken out entitles a client to (including the amount of excess carried by The Firm by Crouch & Paesch in connection with that insurance), which in any case cannot exceed the amount that the client has paid to The Firm by Crouch & Paesch as honorarium for the assignment in question during the last six months prior to the liability creating event, with a maximum of Awg. 5.000,00. The content and conditions of this professional indemnity insurance meet the requirements made for this purpose by the Aruba Bar Association. The Firm by Crouch & Paesch is not liable for consequential loss, loss of profit or non-proprietary damage. Without limiting the generality of the foregoing, if the client has been advised in the same manner by an advisor other than The Firm by Crouch & Paesch, the liability of The Firm by Crouch & Paesch is always limited to its pro rata share of the total damages.
C. Fees and invoicing
Payment of the invoices of The Firm by Crouch & Paesch shall be made upon receipt of the invoice or in any case within fourteen days from the date on the invoice, without suspension or setoff. When this term of payment has been exceeded, the client shall owe The Firm by Crouch & Paesch interest based on 1½ % per month accumulated, while part of one month shall be counted as one full month. All (extra) judicial costs related to the collection of the invoices of The Firm by Crouch & Paesch shall be fully for the account of the client, with a minimum charge of 15% in respect of the amount to be collected. The aforementioned 15% is agreed upon subject to article 63b paragraph 2 of the Code of Civil Procedure of Aruba. The judicial costs shall not be limited to the legal costs to be settled, and these costs shall be completely for the account of the client, if they are (for the greater part) the unsuccessful party. Objection to the amount of an invoice will not suspend the payment obligation. The client will not be entitled to set off the invoice against any alleged claim against The Firm by Crouch & Paesch. If the client has not raised reasonable objections about the invoice by the payment deadline, the client shall then be deemed to have accepted the amount invoiced and the services supplied. The client will at all times ensure that The Firm by Crouch & Paesch receives full payment for each and every invoice.
In the event that The Firm by Crouch & Paesch has looked after the interests of a client at law, and the legal proceedings have led to a (partial) order for the other party to pay the costs, the attorney fees shall accrue to The Firm by Crouch & Paesch in total and without setoff.
The fee to be agreed on between the client and The Firm by Crouch & Paesch for the legal protection of the interests of the client in legal proceedings shall, in principle, extend to the time a final judgment is obtained. All activities that have to take place after the judgment has been obtained, inter alias for collection and/or recovery of what the other party has been ordered to pay, if any, shall not be included in the initial fee. With regard to the aforementioned additional activities, additional invoices shall also be made. This is done based either on the hourly rate agreed on, or by deducting 15% from the amount collected by The Firm by Crouch & Paesch, unless agreed differently with the client in writing.
It is explicitly understood by a client that prior to performing all work for said client, The Firm by Crouch & Paesch will require a deposit and which deposit will be determined by the attorney handling said client’s case. The required deposit is solely an advance with regards to the attorney fees and any and all court fees, bailiff fees, expertise fees, out of pocket expenses and/or third party fees are to be paid separately and in advance. Once the attorney has performed work which equals the deposit paid by said client, the client will be required to pay an additional deposit each time this is requested by the attorney. Failure to immediately comply with this request will cause undue delay in any work that the attorney has to perform for said client. This failure may even result in the attorney suspending any work to be done, stopping work to be done or desisting in the case. The Firm by Crouch & Paesch does not assume any liability for any loss and/or damage the client may incur because of this. In the event that this occurs, neither the attorney nor The Firm by Crouch & Paesch can and may be held liable for any and all (financial) damages that said client may incur. It is agreed that The Firm by Crouch & Paesch will engage the client’s assignment at an hourly rate of Awg. 470,= including 3,5% sales tax (BBO), BAZV-tax and BAVP-tax. In addition, a 6% administration fee will be charged over the total invoice. This rate may be changed if both parties agree hereto in writing.
The Firm by Crouch & Paesch has the right to change the rate it charges and any other fees agreed upon unilaterally. If the change implies an increase of more than 10%, or if an increase takes place within three months after the assignment between The Firm by Crouch & Paesch on the one hand and the client on the other hand has been entered into, the client shall have the right to dissolve the agreement. The right to dissolve the agreement shall be forfeited on the 14th day after the date that the first invoice has been sent to the client after the basic hourly rate and/or the other fees agreed on earlier has/have been increased.
Any estimates of the total fees to be paid to The Firm by Crouch & Paesch will at all times be that, an estimate and an indication of total fees to be paid, based on the information given by the client at the time an agreement with The Firm by Crouch & Paesch is entered into for an assignment. It is because every assignment is inexact by nature due to unforeseeable circumstances that The Firm by Crouch & Paesch is unable to give a definite amount regarding the fees to be paid for an assignment.
D. Customer due diligence
Pursuant to the State Ordinance on the Prevention and Combating of Money Laundering and Terrorist Financing (AB 2011 no. 28) The Firm by Crouch & Paesch is legally bound to perform a complete investigation regarding any and all of its (international) clientele. As such the following information, amongst others, must be submitted prior to The Firm by Crouch & Paesch engaging in any assignment:
- a. Copy of passport
- b. Letter of good conduct
- c. Introductory letter of a bank (also if the client is a company)
- d. If the client(s) is (are) acting on behalf of others, the identification of the other person(s) and the ultimate beneficiary/beneficiaries must be made available by means of a copy of a pasport from each person, an original introductory letter from a bank with which each person has a banking relationship with (to be renewed yearly) and an original letter of good conduct from each of these persons.
- e. If the client(s) is (are) acting on behalf of a company, then an original letter from the Chamber of Commerce from the country or city where the company is located needs to be provided together with a notarized copy of the shareholders registry and notarized copy of the articles of incorporation of the company. For all the shareholders, the information set out in (d) also needs to be provided.
- f. The client(s) who is (are) acting on behalf of other persons or an behalf of a company must provide a notarized power of attorney.
- g. All clients must declare in writing the purpose and/or nature of their relationship with The Firm by Crouch & Paesch
- h. All other information that the lawyer deems necessary, such as but not limited to source of funds an source of wealth.
The Firm by Crouch & Paesch may be obliged to stop, to decline or to suspend an assignment and report to the authorities if the client fails to provide the required information, if a transaction is suspicious, or if there is a suspicion of assets being used for terrorist financing or money laundering. Although The Firm by Crouch & Paesch is professionally and legally obliged to avoid disclosing information concerning its clients and legal services provided to them, applicable law may require The Firm by Crouch & Paesch to inform the authorities of transactions involving use of cash in excess of the defined thresholds, or if it becomes known to The Firm by Crouch & Paesch or if The Firm by Crouch & Paesch has reason to suspect that any given transaction carried out in the client’s name may be in violation of applicable AML Rules. If it appears to be necessary for The Firm by Crouch & Paesch to give notice of money laundering at any time while acting on behalf of the client, The Firm by Crouch & Paesch is not permitted to inform the client about notification and the reasons for it.
E. Electronic communication
The client accepts that all correspondence (in the widest sense of the word) may be done by e-mail. All approvals and/or acceptances given by the client to The Firm by Crouch & Paesch by e-mail are the same as if a physical signature has been given. The e-mail address used will be the one that the client gives to The Firm by Crouch & Paesch and failure by the client to inform The Firm by Crouch & Paesch of the use of a different e-mail address is for the sole risk of the client. The consequences thereof, which includes but is not limited to tardiness and/or not meeting deadlines, is solely for the risk of the client. The client accepts that The Firm by Crouch & Paesch is not responsible nor liable for any risks associated with the use of electronic communication.
Aruba law shall be exclusively applicable to all agreements between The Firm by Crouch & Paesch and the client.
Disputes shall only be settled by the competent judge in the Court of First Instance of Aruba, where The Firm by Crouch & Paesch is domiciled.
Claims against The Firm by Crouch & Paesch for damages will expire after a period of one year from the day following the day on which the client became aware of the damages and The Firm by Crouch & Paesch as the liable party.
The client agrees that The Firm by Crouch & Paesch may supply legal assistance to other persons and execute assignments not related to the assignment with the client, including the supply of services to persons operating in the same industry as the client, or persons with interests potentially adverse to the interests of the client. The client agrees that after the assignment has been completed, that The Firm by Crouch & Paesch may accept an assignment against the client, as long as no information that The Firm by Crouch & Paesch has regarding the client will pose a conflict of interest and/or act as a detriment against the client.
H. Termination of assignment
After the assignment has been terminated, the file in question – with the relevant documents – shall be kept for a maximum of five years. After that period of time, The Firm by Crouch & Paesch shall have the right to fully destroy the file. Upon request of the client, the file can be destroyed – in whole or in part.
The client may terminate the agreement by giving a thirty-day notice period and notifying The Firm by Crouch & Paesch in writing of this, and The Firm by Crouch & Paesch needs to confirm this notification in writing to the client for the notification to take effect. The Firm by Crouch & Paesch may also terminate the agreement for any reason by giving a thirty-day notice period. Upon the termination of the agreement, the client will pay The Firm by Crouch & Paesch any outstanding fees for legal services supplied, as well as expenses occurred before and up to the termination of the agreement. The Firm by Crouch & Paesch reserves the right to withhold any information it has regarding the client and the assignment until such time that all invoices have been paid in full.
I. Notification and amendments
All notices, requests, demands and other communications under an agreement must be in writing or via e-mail and will be deemed to have been duly given when delivered in person, sent by courier, registered mail, ordinary mail, e-mail or WhatsApp at the numbers and addresses of the parties indicated in the engagement letter or agreement. Each party will promptly notify the other party of any changes to its contact details.
The Firm by Crouch & Paesch may unilaterally change these General Terms and Conditions at any time, notify the client by e-mail at least thirty calendar days in advance. Should the client not agree with these changes, then the client may terminate any agreement with The Firm by Crouch & Paesch in writing by taking a notice period of thirty calendar days into consideration.