General terms and conditions
In these general terms and conditions, the following will mean:
a. civil-law notary: Chamila A. Tromp LL.M., associated with NewLeaf Notary;
b. NewLeaf Notary: the office as well as the civil-law notary, junior civil-law notary or notaries, employees and interns associated with it;
c. client: every person who instructs the office to provide a service, and any persons (whether or not validly) represented by this person in connection with this instruction;
d. instruction: every request of a client to the office for a service which gives rise to an activity or to any other acceptance for the office, so that an agreement as referred to in Article 7:400 Civil Code Aruba has been concluded between parties;
e. parties: the civil-law notary and the client;
f. fee: the amount that the office charges the client for the activities, in particular for carrying out the instruction, the advice, the execution of the deed, the preparations hereof, and the performance of administrative acts, such as creating files, submitting offers, conducting talks, giving information and explanation to clients and their advisers on request or otherwise, conducting correspondence, drawing up and collecting invoices, filling out and filing tax returns, and, if necessary, filing objections and conducting (legal) proceedings in connection with the tax returns handled by the office;
g. disbursements: 8.5% of the fee charged for office expenses in connection with communication (telephone, cellular phone, fax, internet).
“Notariskantoor mr. C.A. Tromp VBA”, doing business as NewLeaf Notary, is a private company with limited liability established under Aruban law, recorded in the Trade Register of the Chamber of Commerce and Industry of Aruba under file number 51409.0, with the object of conducting the notarial practice. A list of the shareholders of this company, in any event of the persons who hold shares in it through the holding company and the operating company (“Partners” hereinafter), will be forwarded on request.
These general terms and conditions apply to all instructions given to NewLeaf Notary.
The clauses in these general terms and conditions have not been drawn up only for the benefit of NewLeaf Notary, but also for all Partners and all other persons employed with NewLeaf Notary, and all persons involved in carrying out any instruction by NewLeaf Notary, and all persons whose act or neglect NewLeaf Notary could be liable for.
1. All instructions will exclusively be accepted and carried out by NewLeaf Notary. This also applies if the Instruction is explicitly or tacitly meant to be carried out by a certain person. The applicability of Article 7:404 Civil Code Aruba, providing for the latter case, and of Article 7:407, paragraph 2, Civil Code Aruba, creating joint and several liability for the cases in which two or more persons are given an instruction, is explicitly excluded.
2. NewLeaf Notary is free to let the Partners and staff of NewLeaf Notary to be designated by it carry out instructions freely given, under its responsibility, and as the occasion arises while engaging third parties.
3. While carrying out the instructions given to it, NewLeaf Notary will exercise the care of a good contractor during the performance of all activities and the selection of other persons to be engaged by it.
4. The client shall meet his obligations, including payment of the fee, disbursements, expenses, and taxes. If an instruction has been given by several persons, each of them shall be jointly and severally liable for payment of all fees, disbursements, expenses, and taxes to be charged by the office.
5. For carrying out the instructions given to it, NewLeaf Notary charges fees and disbursements in conformity with the list of notarial fees laid down by the Joint Court of Justice of Aruba, Curaçao, St. Maarten, and of Bonaire, Statia, and Saba, unless agreed differently. Aforementioned fee will be deviated from if and as far as the interest, scope and complexity of the case so requires.
If the instruction is terminated or withdrawn early, whether or not on account of cancellation of the intended legal act(s), a fee will be charged in agreement with the activities already performed.
6. At all times, NewLeaf has the right, either when accepting the instruction or while carrying out the instruction, to request an advance on the fee plus disbursement and expenses from the client, while NewLeaf Notary has the right to suspend further services if the client fails to comply with this request.
7. NewLeaf Notary has the right to also charge the client full or partial (advance) fees, disbursements, and other expenses before, during and after carrying out the instruction, whether or not periodically, and to request the client to provide security for meeting his obligations. NewLeaf Notary can request a deposit from the client before the activities instructed will be performed or continued. At all times, NewLeaf Notary has the right to use the deposit as setoff against the amount the office has to claim from the relevant client.
8. If the client fails to pay in time, NewLeaf Notary has the right to suspend the performance of its activities until payment has been made, without being liable in any way for the damage the client suffers on account hereof.
9. The client is required to pay the fee, disbursements, expenses, and taxes he is charged by NewLeaf Notary within fourteen days after the date of the invoice issued by NewLeaf Notary by transfer to a bank account specified by NewLeaf Notary, without any deduction, discount, or setoff. If the client has not paid or not paid in time without the relevant permission, the client shall be in default, without any notice of default being required.
1. NewLeaf Notary is only required to (further) carry out the instruction if the client has provided all data and information NewLeaf Notary requires in the form and manner as required by NewLeaf Notary. All costs in connection with failure to provide those data and that information in time or in the required form shall be for the client’s account.
2. The client shall promptly notify NewLeaf Notary of all facts and circumstances that may be important in connection with carrying out the instruction.
3. The client shall vouch for the accuracy, completeness, and reliability of the data and information provided to NewLeaf Notary by him or on his behalf or by the third parties designated by him. At all times, NewLeaf Notary has the right to verify this accuracy, completeness, and reliability in any way it wants to, or to let third parties verify this.
4. NewLeaf Notary is required towards the client to keep confidential the data provided by the client, except towards third parties involved in the instruction, at the sole discretion of the civil-law notary, or if the client or any legal provision or court order lifts the obligation of confidentiality or, at the sole discretion of the civil-law notary, these data or this information may be important for any civil, disciplinary, or criminal proceedings the office may become involved in.
5. After the instruction has been carried out, NewLeaf Notary will retain the file for at least 10 years. After that time, NewLeaf Notary is free to destroy the file. In case of any disputes after the period of 10 years has expired, the client has the burden of proof.
1. If carrying out an instruction by NewLeaf Notary leads to liability, this liability, with due observance of the provision in paragraph 3, shall always be limited to the amount paid by the applicable liability insurance of NewLeaf Notary in the relevant case, plus the amount of the deductible that shall be paid by NewLeaf Notary in the relevant case pursuant to the applicable contract of insurance.
2. If, for any reason, payment pursuant to the insurance referred to in paragraph 1 would not take place, any liability will be limited to three times the notarial fee that has been charged by NewLeaf Notary in the relevant case in the relevant year, up to a maximum of Afl. 10,000.00.
3. NewLeaf Notary has the right to accept restrictions of liability of third parties as referred to in Article 6, paragraph 2, on behalf of the client. Any liability of NewLeaf Notary for breach of a third party shall be limited to the amount the client could have received in case of a direct claim against this third party.
4. Any right to compensation will in any event be cancelled twelve months after the event the liability directly or indirectly ensues from; this does not exclude the provisions in Article 6:89 Civil Code Aruba.
1. Deposits of money from clients shall be made into a clients’ account of NewLeaf Notary.
2. NewLeaf Notary is only required to pay the money in conformity with a payment instruction to this effect of the parties who have deposited the money and the parties who have stipulated this deposit, as well as in conformity with any court order that has become final and conclusive.
3. NewLeaf Notary is not required to pay interest in respect of the amount held in deposit.
4. At all times, NewLeaf Notary has the right to set off all amounts charged by NewLeaf Notary against the deposits. NewLeaf Notary has the right to charge a fee and disbursements, if any, for the safekeeping and administration of the deposits.
1. A claim on NewLeaf Notary for payment of money based on the legal act recorded in a deed cannot be assigned or pledged.
2. Pursuant to the guidelines of the Central Bank of Aruba, the office will only pay money to the person who acts as a party to the deed and/or who can claim the payment based on the legal act recorded in the deed, without prejudice to the exceptions made under those guidelines.
The manner in which communication with and for clients takes place, explicitly including communication by e-mail, will be entirely at the client’s risk and expense.
Pursuant to the National Ordinance on prevention and suppression of money laundering and financing of terrorism, NewLeaf Notary is required, when it accepts an instruction, inter alia to establish the identity of the client, to check the source of funds, to verify whether there are reasonably indications that the instruction serves to prepare, support, or screen off illegal activities, and without permission from or notice to the client, to report unusual transactions performed or intended to the relevant authorities. By giving NewLeaf Notary an instruction, the client confirms to be aware hereof and, as far as necessary, to provide the relevant information.
The services of NewLeaf Notary and the legal relationship these general terms and conditions apply to are governed by Aruban law, in particular the Civil-Law Notaries Act and the National Ordinance on prevention and suppression of money laundering and financing of terrorism. Disputes will only be settled by the Aruban court. If NewLeaf Notary acts as plaintiff, it has the right, in deviation from the above, to bring the dispute before the foreign court applicable to the client.
The civil-law notary or notaries and the junior civil-law notary or notaries will observe all existing professional rules and rules of conduct.
These general terms and conditions have been drawn up in the Dutch and English language. In case of a dispute on the content or purport of these general terms and conditions, the Dutch text shall be binding.
These general terms and conditions have been filed with the Registry of the Court of First Instance of Aruba and have been published on the website of NewLeaf Notary: www.newleafaruba.com.