In ftV publiceerde Paul Quist een jaaroverzicht 2021 van relevante jurisprudentie rechtspersonenrecht, en voorzag deze van enige praktische aanbevelingen voor de praktijk.
(1)
Quist Geuze Meijeren B.V. (“Q·G·M“) is a private company with limited liability, incorporated under the laws of the Netherlands, with statutory seat in Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce under number 74502832. Q·G·M is a law firm with Dutch civil law notaries, acting under the names Quist Geuze Meijeren and Q·G·M.
(2)
These general conditions are applicable to each assignment – including but not limited to, each amended assignment, partial assignment, additional assignment or follow-up assignment – to Q·G·M, as well as all activities and legal relationships resulting from or connected to these assigments. The applicability of other general conditions is explicitly declined.
(3)
All assignments are exclusively accepted by and on behalf of Q·G·M and carried out by and on behalf of Q·G·M. This is also the case if and when a certain assignment is, either explicitly or implicitly, to be carried out by a certain person. In deviation from the articles 7:404, 7:407(2) and 7:409 Dutch Civil Code, the (indirect) shareholders and managing directors of Q·G·M (and the other persons mentioned in article 4) are not personally bound or liable. An assignment does not end with the death of such a person. By providing an assignment to Q·G·M, the person providing such assignment waives all its rights, in the broadest sense, against these third parties, insofar as these arise from the execution of the assignment.
(4)
All former, current and future (indirect) shareholders, managing directors or actual decision makers of Q·G·M, persons employed by Q·G·M (including but not limited to (assigned) civil law notaries, candidate civil law notaries, paralegals, (legal) assistants and/or any other person employed by, acting at the request or for the benefit of Q·G·M on the basis of an assignment, mandate (lastgeving), proxy, as self-employed person (ZZP-er) or otherwise, as a subordinate or not, as seconded employee or as an advisor), can rely upon (the limitation of the liability included in) these general conditions, notwithstanding article 3.
(5)
The provisions included in these general conditions are also applicable to each legal relationship (i) which arises, as a consequence of or is connected with the use of the website or websites which are serviced by Q·G·M from time to time, including but not limited to www.qgmlaw.com and/or (ii) of a certain person who, whether or not permitted under these general conditions, relies upon the advice resulting from or connected with an assignment provided to Q·G·M.
(6)
Q·G·M is authorized to engage third parties for the execution of an assignment. Q·G·M is not liable for shortcomings, of whatever kind, of these third parties. Q·G·M has the right to accept a limitation of liability that such a third party may stipulate, on behalf of the client.
(7)
Any liability of Q·G·M for activities performed or to be performed by or on behalf of Q·G·M is limited to the amount that is or will be paid in the respective case under the (professional) liability insurance taken out by Q·G·M, to be increased with the amount of the applicable deductible. This limitation of liability of Q·G·M applies regardless whether the liability results from an agreement, statutory law or another legal basis.
(8)
These general conditions also apply to the persons mentioned in article 4 and article 6. Everything that is determined in these general conditions for the benefit of Q·G·M also counts as an irrevocable third-party clause within the meaning of article 6:253 of the Dutch Civil Code, for the benefit of these third parties.
(9)
All claims against Q·G·M in connection with the activities performed by or commissioned to Q·G·M (including claims for compensation for damage), expire after one (1) year after the date on which the client became aware or could reasonably have become aware of the existence of these claims respectively the damage and potential liability of Q·G·M.
(10)
Except in the case of gross negligence or wilful misconduct on the part of Q·G·M, the client indemnifies Q·G·M and the persons associated with Q·G·M against all claims from third parties, as well as against all additional costs related to the services provided by Q·G·M to the client. This indemnification includes the costs of legal assistance.
(11)
Unless otherwise agreed upon in writing, the activities of Q·G·M are invoiced on the basis of time spent, multiplied with the applicable rates as these are set from time to time by Q·G·M. Q·G·M reserves the right to annually amend its applicable (hourly) rates per 1 January. Disbursements incurred on behalf of a client are charged separately.
(12)
Q·G·M processes personal data to optimize its services and to comply with statutory provisions. For further information, reference is made to the privacy and cookie statement on the website of Q.G.M: www.qgmlaw.com.
(13)
The notarial complaints and disputes procedure is applicable to any possible disputes within the scope of this procedure. For further information, reference is made to www.knb.nl.
(14)
The legal relationship between Q·G·M and its clients is governed by Dutch law, with the exception of rules of international private law which may lead to another legal system being applicable. For the settlement of disputes, only the Dutch courts or the disputes committee are competent.
(15)
These general conditions are available in the Dutch and the English language. In case of any discrepancies between the language or explanation of these two versions, the general conditions in the Dutch language are binding.
(16)
Deviation from these general conditions is only possible in writing.
(17)
Q·G·M is authorized to amend these general conditions from time to time, without prior notice. The amended general conditions are applicable to all following legal relationships with the client.
(1)
Quist Geuze Meijeren B.V. (“Q·G·M“) only requests personal data for the purposes of or as part of the following tasks and/or activities (each individually and together hereinafter referred to as the “Activities“) to be performed by Q·G·M:
(2)
Data will not be used for other activities without the consent of the respective person.
(3)
Q.G.M must comply with statutory rules when preparing notarial deeds containing personal data, which e.g. means that:
(4)
In addition to the above, personal data are generally processed by Q·G·M in connection with providing requested legal, financial and/or administrative services and are therefore connected to the assignment provided by or on behalf of a respective person (or by or on behalf of the counterparty of such a respective person). Furthermore, Q·G·M may use the data to send invitations for events to be hosted by Q·G·M, to provide information regarding legal current affairs but also to, for example, send invoices.
(5)
Q·G·M can process personal data which were not provided by the respective person but which are available via, for example, one of the following sources:
(6)
Q·G·M only provides your personal data to third parties if such is statutory required, needed to perform the Activities or at the request of the respective person. Q·G·M provides personal data to for example the following recipients:
(7)
Your personal data will no longer be kept than needed by Q·G·M for the purposes for which these were gathered, for exercising statutory tasks or for complying with statutory obligations or exercising agreements. Deposition periods from statutory provisions are applicable. Notarial deeds are kept in perpetuity.
(8)
When your personal data are processed by Q·G·M, you have the right to make use of your rights mentioned in article 9, on the basis of the general data protection regulation (Algemene Verordening Gegevensbescherming). This can be done (preferably in writing) via the contact details in this privacy statement. Before Q·G·M can handle your request, your identity should be verified on the basis of a valid identification document.
(9)
You can always request which of your personal data are processed by Q.G.M, for which purposes this is done and how long Q·G·M keeps this data. If you are of the opinion that certain data are not processed in a correct manner, you have the right to request for a rectification. Should you wish that your personal data are deleted or the use thereof is limited, you can submit a request to that extent. When you wish to transfer your personal data to another service provider, you can also submit a request.
(10)
Q·G·M does its outmost to comply with your rights on the basis of the general data protection regulation (Algemene Verorodening Gegevensbescherming). It is however possible that these rights conflict with other statutory regulation such as the Civil Law Notaries Act (Wet op het Notarisambt). If for this reason Q·G·M will not be able to satisfy your request, you will be informed in writing.
(11)
Should you have any complaints about the use of your personal data by Q·G·M, you can contact D.J.S. Meijeren, via email (david.meijeren@qgmlaw.com) or in writing (Quist Geuze Meijeren, Attn. DJ.S. Meijeren, Concertgebouwplein 29, 1091 LM Amsterdam, the Netherlands).
(12)
You also have the right to lodge a complaint with the supervisory authority (Autoriteit Persoonsgegevens). For further information, reference is made to autoriteitpersoonsgegevens.nl.
Quist Geuze Meijeren B.V.
Concertgebouwplein 29
1071 LM Amsterdam
The Netherlands
Tel: +31 20 765 2400
Trade register of the Chamber of Commerce: 74502832
VAT number: NL8132.91.793.B01
THE ROYAL DUTCH ORGANISATION FOR CIVIL LAW NOTARIES
The (candidate) civil law notaries of Quist Geuze Meijeren are registered with The Royal Dutch Organisation for Civil Law Notaries (de Koninklijke Notariële Beroepsorganisatie) and are insured in accordance with the rules of this organization.
ANTI-MONEY LAUNDERING AND FINANCING OF TERRORISM ACT
Lawyers and civil law notaries in the Netherlands are obliged by law to verify the identity of their clients before accepting an assignment. Furthermore, they are obliged to report unusual transactions. In case of any questions, please feel free to reach out. More information can also be found on the Dutch website of the Financial Supervision Office (Bureau Financieel Toezicht) (www.bureauft.nl).