General terms and conditions
1 Scope
1.1 These are the general terms and conditions of Klatt & Partners (we, our or us). Klatt & Partners is a public partnership of limited liability companies with its registered office in Aruba.
1.2 These general terms and conditions apply to all services we perform for our clients (you or your).
1.3 Related Persons may rely on these general terms and conditions. The stipulations made in Clause 2.2, 4 and 8 of these general terms and conditions serve as irrevocable third-party clauses (onherroepelijke derdenbedingen) to the benefit of the Related Persons. Related Persons include: any (former) employees, other staff, counsels, shareholders, partners, subsidiaries, affiliated entities, and their (former) employees etc.
2 Engagement
2.1 We reserve the right not to provide any services, for instance based on conflict checks, client checks and matter acceptance checks.
2.2 Klatt & Partners is your sole contracting party, regardless of whether you enter into an agreement with a view to a specific Related Person. If the performance of services gives rise to any liability, only Klatt & Partners (and not any Related Person) can be held liable.
2.3 Articles 7:404 and 7:407 paragraph 2 of the Civil Code of Aruba (Burgerlijk Wetboek van Aruba) do not apply.
2.4 In providing our services we involve Related Persons. In addition, we may engage persons not related to Klatt & Partners where such engagement is desirable for the provision of our services (such as foreign counsel, bailiffs, and translators, cumulatively referred to as Delegates). If any Delegate is engaged, you will be bound by the terms of engagement agreed by us with such Delegate. We are not liable for any damages caused by Delegates and Delegates may rely on articles 4 and 8 of these general terms and conditions.
3 Fees and invoicing
3.1 Unless agreed otherwise, we render our services on a time spent basis in accordance with our hourly rates increased with any out-of-pockets expenses (such as travel costs and costs of Delegates). Our hourly rates are subject to review annually per 1 January.
3.2 Unless agreed otherwise, our invoices will be issued monthly in USD or AWG and will be sent to you either electronically or by ordinary mail. Invoices are payable within seven days of the date of the invoice.
4 Liability
4.1 Any liability of Klatt & Partners resulting from services rendered by or under our responsibility, is limited to the lower of (i) three times the fees paid and/or owed by you for the services provided under the engagement, or (ii) USD 25.000.
4.2 You indemnify us, Related Persons and Delegates against any and all claims by any third party related to or in connection with the provision of services by us, Related Persons and Delegates and costs incurred by us in relation to such claims, insofar as these claims and costs are greater than or different from those to which we would be liable pursuant to these terms and conditions. For the sake of clarity, third parties include any persons related to you.
5 Reporting obligations, customer due diligence and anti-money laundering
5.1 Pursuant to applicable law, we are required to perform due diligence on our clients and persons related to our clients. This means, among other things, that we are required to request and hold certain information and documents on entities and persons. You undertake to provide us with any information and documents we request in order to satisfy our obligations under the applicable laws as same are applied in accordance with our internal policies and procedures.
5.2 Pursuant to applicable law, we may be obliged to provide certain information to government or tax authorities. This includes having to report transactions to local authorities (including the Financial Intelligence Unit of Aruba).
6 Data and privacy
6.1 In the context of our engagement, we will process certain personal data, including personal data relating to you, your representatives, employees, ultimate beneficial owners and contact persons as well as other personal data provided to us by you.
6.2 We make use of various digital tools and platforms, including tools to automatically generate documents or analyze existing documents. You agree that we may use these tools and platforms in the performance of our services as we deem efficient.
6.3 We retain electronic and/or hardcopy files during the period that is determined by our professional practice standards and applicable laws. After that period, we may destroy such files.
6.4 You consent to us sharing information, including confidential information, with Related Persons and Delegates for the purposes set forth in Clause 2.4, subject to their observance of any applicable confidentiality obligations.
7 Termination of the engagement
7.1 You may terminate our engagement at any time by giving written notice. We may terminate the engagement by written notice taking into account a notice period.
7.2 In case of termination of our engagement you owe the fees for the work carried out by us, including the work required to transfer the matter to you or a third party.
8 Disputes, applicable law and jurisdiction
8.1 The relationship between you and us is governed by the laws of Aruba. This includes all relationships of both contractual and non-contractual origin.
8.4 The Court of First Instance in Aruba has exclusive jurisdiction to hear any dispute between you and us.
