Terms & Conditions

The relationship between the client and International House of Law shall be governed exclusively by the laws of the Netherlands, irrespective of the jurisdiction in which services are rendered or where the client is domiciled. These General Terms and Conditions apply to all agreements and any other legal relationship pursuant to which International House of Law performs or will perform services. The applicability of any general terms and conditions of the client is expressly excluded.

International House of Law shall act solely as the contracting party vis-à-vis the client. Articles 404 and 407(2) of Book 7 of the Dutch Civil Code shall not apply. No engagement or instruction shall give rise to a direct contractual relationship between the client and any individual adviser, employee, consultant, or other person acting on behalf of International House of Law. By engaging International House of Law, the client waives any right to hold any such individual personally liable on any ground whatsoever. This waiver constitutes a third-party stipulation (derdenbeding) that any associated person may invoke at all times.

International House of Law shall exercise the due care that may reasonably be expected in the circumstances. All engagements are best-efforts obligations (inspanningsverbintenis); the achievement of any particular outcome or result is not guaranteed and shall not be implied. Any advice, opinion, forecast, or recommendation provided by International House of Law shall not be construed as a guarantee with respect to future events or circumstances. International House of Law is not obliged to update advice or deliverables for events occurring after the date of final issuance unless expressly agreed in writing.

Matter files and work-product documentation shall be retained for a period of five (5) years following conclusion of the engagement and may be destroyed thereafter. Original documents belonging to the client shall, where practicable, be returned upon request.

The client shall cooperate fully with International House of Law and shall, on its own initiative and upon request, provide in a timely and accurate manner all information, documentation, and access necessary for the proper performance of the services. The client warrants the accuracy, completeness, and legitimacy of all data and documents supplied, including those originating from third parties.

International House of Law shall not be liable for any damage, delay, or deficiency in performance arising from the client's failure to provide accurate or complete information, or from any misrepresentation of facts. Any additional costs or fees caused by such failure shall be borne by the client. International House of Law shall have the right to suspend performance of the services until the client has fulfilled its obligations under this article.

The client remains solely responsible for all business decisions it takes, and for the manner in which it relies on or implements advice or recommendations provided by International House of Law

Where necessary for the proper performance of an assignment, International House of Law may engage external advisers, specialists, or service providers who are not directly or indirectly affiliated with International House of Law. International House of Law shall not be liable for errors, omissions, or failures on the part of such third parties, except where it is demonstrated that International House of Law failed to exercise due care in their selection. In the event any such third party seeks to limit its own liability, International House of Law shall be entitled to accept such limitation on the client's behalf. At the client's first written request, International House of Law shall assign to the client any enforceable rights it holds against such third party in connection with the damage caused.

Unless agreed otherwise in writing, all fees and disbursements shall be denominated and invoiced in Euros. All amounts are exclusive of Dutch value added tax (btw) and any other applicable taxes, levies, or duties, which shall be charged additionally where applicable. International House of Law may request advance payments prior to commencing work and may invoice at appropriate intervals for work in progress.

Invoices are payable in full, without set-off or deduction, within fourteen (14) days of the invoice date. In the event of late payment, statutory commercial interest (wettelijke handelsrente) as referred to in Article 6:119a of the Dutch Civil Code shall accrue automatically from the due date until the date of payment in full, without further notice of default being required. The client shall in addition be liable for all judicial and extrajudicial collection costs reasonably incurred by International House of Law

Hourly rates are subject to annual review each January. If, after conclusion of an agreement but before completion of services, changes in wages or prices occur, International House of Law reserves the right to adjust fees accordingly. The applicable rate or adjustment percentage shall be provided upon request.

All intellectual property rights in and to work product, advice, reports, analyses, templates, methodologies, and other deliverables produced by International House of Law in the performance of services — whether or not delivered to the client — vest in and remain the property of International House of Law. The client is granted a non-exclusive, non-transferable licence to use such deliverables solely for the purposes of the relevant engagement.

The client shall not reproduce, disclose, publish, or exploit any deliverable or work product of International House of Law for any purpose beyond the scope of the engagement without prior written consent. Draft and interim deliverables may not be relied upon; only final written advice or reports shall constitute the definitive position of International House of Law

International House of Law treats all information received from clients as strictly confidential and shall not disclose such information to third parties without the client's prior consent, except where disclosure is required by applicable law, applicable professional regulations, a binding court or regulatory order, or as necessary to submit information to its insurers or legal advisers in connection with a professional liability matter. This obligation of confidentiality survives termination of the engagement.

Conversely, the client shall not disclose the content of any engagement letter, advice, report, or other communication provided by International House of Law to third parties without prior written consent, unless the content has already been made publicly available through other means.

International House of Law processes personal data relating to and obtained from the client to the extent necessary for the performance of services, compliance with statutory obligations, and the exercise or defence of legal claims. In doing so, International House of Law acts as controller within the meaning of the General Data Protection Regulation (GDPR) and the Dutch GDPR Implementation Act (UAVG).

International House of Law shall implement appropriate technical and organisational measures to protect personal data against loss, destruction, alteration, or unauthorised access or disclosure. Personal data shall be retained for the period required by applicable professional standards and statutory obligations and destroyed thereafter.

The client warrants that it is entitled to provide any personal data it shares with International House of Law and that such provision complies with all applicable data protection legislation. For further information on the processing of personal data, please refer to the Privacy Statement available at ihlcon.com.

International House of Law and the client may communicate by electronic means, including email and other forms of digital transmission. Both parties shall maintain appropriate virus protection and information security measures. Neither party shall be liable to the other for damage resulting from the transmission of viruses or other malicious content through electronic communications, or for messages that are not received or are received in incomplete or corrupted form.

Electronic communications shall be treated as unencrypted unless the client has specifically requested the use of encryption for a particular communication and International House of Law has confirmed its availability. International House of Law shall not be liable for interception or disclosure of electronic communications by third parties in the absence of gross negligence on its part.

Pursuant to the Dutch Anti-Money Laundering and Counter-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme — WWFT) and applicable international sanctions regulations, International House of Law is required to verify the identity of its clients and ultimate beneficial owners prior to and during the provision of services, and to report unusual transactions to the competent authorities where required by law.

The client undertakes to provide, promptly and in the required form, all information and documentation necessary to enable International House of Law to fulfil its client due diligence obligations. International House of Law reserves the right to decline, suspend, or terminate an engagement without liability if the client fails to comply with such obligations, or if International House of Law determines that proceeding with the engagement would give rise to a compliance risk or a conflict with applicable legal or regulatory requirements.

Either party may terminate an engagement by giving thirty (30) days' written notice. International House of Law may terminate with immediate effect by written notice in the event of: (i) the client's material breach of any obligation under these terms or the applicable engagement letter; (ii) the client's failure to provide required client due diligence documentation; (iii) a compliance or conflict-of-interest concern arising under Article 12; (iv) the client's insolvency, suspension of payments, or the appointment of a receiver or liquidator; or (v) circumstances unforeseen at the time of engagement that make continued performance unreasonably onerous or legally impermissible.

Upon termination by either party, all fees for services performed up to the date of termination shall become immediately due and payable. Termination shall not affect any rights or obligations that have accrued prior to the date of termination, nor any provision of these terms which by its nature is intended to survive termination, including Articles 7, 8, 9, 10, and 16.

These General Terms and Conditions may be invoked by any natural person or legal entity involved — whether directly or indirectly, and in whatever capacity — in services provided by or on behalf of International House of Law, including employees, advisers, consultants, and independent contractors.

These General Terms and Conditions shall apply equally to any supplementary, follow-on, or further assignments accepted from the client, whether or not a separate engagement letter is issued. Neither party may transfer or assign the rights and obligations arising from an engagement to a third party without the prior written consent of the other party.

The parties shall endeavour to resolve any dispute arising from or in connection with these terms or any engagement through good-faith consultation. If not resolved within thirty (30) days of written notification of the dispute, it shall first be submitted to mediation under the rules of the Nederlands Mediation Instituut (NMI), The Hague.

If mediation fails to produce a resolution within sixty (60) days of referral, or such other period as the parties may agree in writing, the dispute shall be finally and exclusively settled by arbitration under the rules of the Netherlands Arbitration Institute (NAI), with the seat of arbitration in Rotterdam, conducted in the English language before a sole arbitrator unless the complexity of the matter warrants a three-member tribunal. The arbitral award shall be final and binding on both parties.

Notwithstanding the foregoing, International House of Law retains the right to seek urgent interim or conservatory relief before any court of competent jurisdiction, including the District Court of The Hague, and to enforce any arbitral award before any competent court.

If either party initiates proceedings before any court or tribunal other than those designated above, and the other party participates in such proceedings on the merits without raising a timely objection to that court's or tribunal's jurisdiction, such participation shall constitute acceptance by conduct of that court's or tribunal's jurisdiction, and that court or tribunal shall be entitled to hear and determine the dispute.

These General Terms and Conditions are issued in both Dutch and English. In the event of any inconsistency or conflict between the two versions, the English language text shall prevail.