Terms & Conditions

General Terms and Conditions Richards Legal ABV- SXM Notary Richards

Article 1 – Parties

In these General Terms and Conditions, the following shall be meant:

Richards Legal ABV, doing business as SXM Notary Richards, is a limited liability company, established in Sint Maarten, whose objective is to conduct the practice of (deputy) civil law notary.
(Deputy) Civil-law Notary: Keshia La Toya Richards LLM, or any other civil-law notary employed with “Richards Legal ABV- SXM Notary Richards”, as well as the junior civil-law notary or notaries, lawyer or lawyers, other employees and associates employed with the aforementioned office.

Principal (client): the natural person or legal entity who has given the Civil-law Notary instructions in any way (written, verbally, or through a digital communication device) or has tacitly agreed to the confirmation of the instructions. In the event of the establishment of a legal entity, the founder or each of the founders as well as the legal entity are jointly and severally considered to be the principal. If a legal entity gives the instruction, the directors and shareholders are jointly and severally considered to be the principal.
Client: the party for whom the instruction is carried out.
An assignment shall be understood to be the agreement in the sense of Article 7:400 Civil Code Sint Maarten (CC), by which Richards Legal ABV commits towards the principal to perform certain services. All assignments shall be accepted and performed by Richards Legal ABV, with the exclusion of the effect of Article 7:404 CC and Article 7:407, paragraph 2, CC. This shall also be applicable if the explicit or tacit intention is that an assignment will be performed by a certain person.

Article 2 – Applicability General Terms and Conditions

All activities by “Richards Legal ABV” (also to be referred to as “Civil-law Notary” hereinafter) and the third parties (agents) engaged by it shall be performed based on a contract for services (also to be referred to as “the assignment” hereinafter) between the Principal and “Richards Legal ABV”.

These General Terms and Conditions apply to all contracts/ assignments for services concluded between the principal and “Richards Legal ABV”, including but not limited to:

the civil law notary affiliated with Richards Legal ABV, who is (also) charged with performing the assignment, the substitute of the aforementioned civil law notary’s office, the junior civil law notary/notaries, the lawyer(s), the other employees, former employees of Richards Legal ABV, and others who are/have been working with, employed by, or affiliated with Richards Legal ABV in any way, and their heirs.

– SXM Notary Richards Escrow Foundation, having its registered office in Sint Maarten, including its director(s), former director(s), and their heirs.

– the shareholder(s), the Managing Director(s), agents of Richards Legal ABV, as well as the former shareholders, former Managing Director(s), former agents of Richards Legal ABV, and their heirs.

These General Terms and Conditions also apply to any additional or follow-up or new instructions of the principal. Differences shall be agreed on in writing.

If the Principal’s General Terms and Conditions conflict with these General Terms and Conditions, the General Terms and Conditions of “Richards Legal ABV” shall be explicitly precluded.

Article 3 – Instructions

“Richards Legal ABV” considers the Instruction to be exclusively given to its office. This also applies if the Instruction is explicitly or tacitly meant to be carried out by a certain person.
The Instruction shall be considered to have been accepted:
1. when the Civil-law Notary has confirmed the Instruction to the Client.
2. when the Client takes receipt of a draft deed drawn up or personal advice issued on behalf of the Civil-law Notary on the Client’s request.
3. when the Civil-law Notary receives a contract stipulating that the Civil-law Notary will execute one notarial deed or more notarial deeds and begins to perform all activities to this effect.
Instructions shall be carried out by the Civil-law Notary exclusively for the benefit of the Principal or Principals; third parties cannot derive any rights from this in any way. If an instruction is given by another party, then the Client, the Civil-law Notary has the right to request a confirmation of the instruction from the Client.

The principal shall give the Civil-law Notary all information necessary to carry out the instruction, shall vouch for the accuracy, completeness, and reliability of the information provided, and shall promptly notify the Civil-law Notary of any change in that information. The Civil-law notary has the right to suspend carrying out the instruction until the principal has met the obligation mentioned in the previous sentence. If the Civil-law Notary suffers loss or has to incur extra costs because the principal provides inaccurate, incomplete, or unreliable information, the ensuing additional costs, and loss, if any, shall be charged to the principal.
If an Instruction is given by more than one person, each of these persons shall be jointly and severally liable for the amounts owed to the Civil-law Notary on account of this Instruction. If an Instruction is given by a natural person on behalf of a legal entity and if this natural person can be considered to be the (co-) policymaker of this legal entity, this natural person shall be the principal also in his private capacity.
Activities that are performed without ultimately leading to a notarial deed shall also fall under the definition of carrying out an Instruction/assignment.
By giving the Instruction/ assignment, the Client agrees to these General Terms and Conditions.

Article 4 – Liability

Any liability of the Richards Legal ABV shall be limited to the amount or amounts covered by the professional liability insurance taken out by Richards Legal ABV in the relevant case, plus Richards Legal ABV deductible under that liability insurance. If, while an Instruction is carried out, a situation presents itself in which the Civil-law Notary is not entitled to payment under the professional liability insurance taken out, and it is nevertheless established in court that the Civil-law Notary is liable, this liability shall be limited to an amount not exceeding two times the notarial fee that has been charged by the Civil-law Notary for the relevant service. Any liability for indirect, consequential, and/or trading loss shall be disregarded.
The limitation of liability described in paragraph 1. of this article shall also apply if the Civil-law Notary is liable for or on account of improper functioning of the equipment, software, data files, registers, or other items used by the Richards Legal ABV when carrying out the Instruction, none excluded.
The limitation of liability as described in paragraph 1 of this Article shall also apply if the Civil-law Notary affiliated with Richards Legal ABV has wrongly refused her services and this has led to the loss.
The limitation of liability as mentioned in paragraph 4.1 has also been introduced for the benefit of the substitute of the Civil-law Notary and all the employees of “Richards legal ABV” so that they can equally rely on this limitation of liability.

Richards Legal ABV is authorized, in connection with providing its services, to hire third parties to perform services. When using third parties, Richards Legal ABV shall consult this with the client, if necessary. Richards Legal ABV shall not be liable for shortcomings of third parties, in any way. Richards legal is authorized to accept any liability restrictions of third parties.
The limitation of liability as mentioned in paragraph 4.1 shall also apply if the Instruction is not carried out in time or an omission occurs while the Instruction is carried out.

All rights of action and other rights or powers or rights of compensation on whatever account towards Richards Legal ABV in connection with services rendered by Richards Legal shall, in any event, have lapsed twelve (12) months after the event the liability directly or indirectly derives from the party concerned became familiar with or could have been familiar in reason with, the existence of these rights of action or other rights of powers. This does not exclude the provisions in Article 6:89 Civil Code.
In an event of willful default or gross negligence by Richards Legal ABV, the client shall indemnify and hold Richards Legal ABV harmless from and against all actions, claims, or demands of third parties –including costs to be incurred by Richards Legal ABV in connection therewith- arising from or relating in any way to the work or services performed by Richards Legal for the principal.

Article 5 – Costs

The costs shall consist of the fee to be charged by the Civil-law Notary in conformity with the list of notarial fees laid down by the Joint Court of Justice of Aruba, Curaçao, St. Maarten, and of Bonaire, Sint Eustatius, and Saba, any other arrangements made, disbursements, and office expenses, plus legally due business turnover tax, and any other legally due taxes, and costs of third parties to be paid by the Principal through the Civil-law Notary, including, but not exclusively, the Land Registry and the Tax Department. If activities are carried out that have not been included in the aforementioned list of notarial fees, the Civil-law Notary shall apply this list of notarial fees as much as possible by analogy to the relevant activities concerning the applicable fee.
At all times, the Civil-law Notary has the right, either when accepting the Instruction or while carrying out the Instruction, to require payment of an advance on the fee, plus disbursements and office expenses, from the Client, and the Civil-law Notary has the right to suspend further services if the Client fails to comply with this requirement.

In the event of continuous instructions, such as settling an estate, the Civil-law Notary is authorized to charge afterward every month for the activities performed and costs incurred.

The principal shall pay the invoices presented to him for carrying out the Instruction. Furthermore, the Principal shall pay all extra costs paid by the Civil-law Notary in the context of carrying out the Instruction, such as travel expenses, costs of express mail, courier costs, court fees, appraisal costs, translation costs, Land Registry charges, fees, registration costs, title search fees, and bank costs, as well as taxes that may be legally due in respect of the extra costs. This list does not exclude any other necessary costs or disbursements that have not been mentioned.
If an Instruction is canceled, the principal shall owe an amount at least equal to two-thirds (2/3) of the fees in conformity with the list of notarial fees laid down by the Joint Court of Justice of Aruba, Curaçao, St. Maarten, and of Bonaire, Sint Eustatius, and Saba or the amount agreed on, as well as the additional costs incurred by the Civil-law Notary. If the draft of the relevant notarial deed has already been drawn up at the time of cancellation, the principal shall owe the entire amount in conformity with the aforementioned list of notarial fees and/or the arrangement made.
If the Principal postpones a planned appointment within one week before the date of the appointment and this requires extra work, the Civil-law Notary reserves the right to charge the principal additional costs for this purpose.
If the Instruction has been given by several entities, each of them shall be jointly and severally liable for payment of the invoice issued by the Civil-law Notary.

If the Principal is another party, then the Client shall be jointly and severally liable for payment of the invoice.

Article 6 – Timely payment invoice(s)

The final amount of the invoice for the realization of a notarial deed must always have been credited to the bank account of the SXM Notary Richards escrow foundation (escrow account) before or on the date of the signing hereof; an instruction to or confirmation hereof by the Principal’s bank shall not suffice for this purpose.
Any other invoice presented to the Principal by the Civil-law Notary must have been credited to the bank account of the Civil-law Notary (clients’ account) before or on the date mentioned in the invoice. If such a date has not been mentioned, the invoice must have been credited to the bank account of the Civil-law Notary (client account) within 14 days after the date of the invoice.
If the Client has not mentioned any objections to the Civil-law Notary within four weeks after he has been able to take note of the invoice, he is deemed to agree to the invoice.
If the invoice is not paid in time, the Principal shall be in default without any demand or notice of default being required, and the Principal shall owe 1.5% interest per month -while part of a month shall be considered to be a full month- from the date on which the amount not paid in time should have been credited to the bank account of the Civil-law Notary until the date of the actual credit entry, as well as extrajudicial collection costs according to Article 6:96, paragraph 2, subparagraph c, Civil Code, estimated at 15% of the outstanding amount of the invoice. In that case, the outstanding amount shall be increased by these costs. Furthermore, the Civil-law Notary has the right to suspend the activities until the payment of the outstanding invoice or invoices. The Civil-law Notary shall not be liable for loss caused by this. All this without prejudice to the other rights the Civil-law Notary can exercise in this respect. The Civil-law Notary has the right to set off the funds received for the benefit of the Client against the fees, disbursements, and outstanding invoices the Client owes.

The principal shall pay any costs arising on account of a judicial or extrajudicial collection of the Civil-law Notary’s claim.
In case a fixed price is agreed upon for rendering certain services, and the rendering of the services leads to extra work and services that cannot be deemed reason to be included in the fixed price, Richards Legal ABV informs the client promptly about the financial consequences of this extra work or performances.
Richards Legal ABV has the right to apply a factor in casework and services that were necessary and must be rendered on the weekend and/or in the evening and/or on official holidays or in case the application of a factor is justified based on the monetary value of the matter.

Article 7 – Privacy

Richards Legal ABV is obliged to keep secret the provided data or information given by or in name of the client towards third parties who are not involved in the execution of the assignment. This obligation does not apply insofar as the civil law notary or Richards Legal ABV as a legal and notarial service provider has a legal and/or professional duty to report and disclose, including the disclosure of unusual transactions, according to national set standards on combating money laundering and the financing of terrorism.

Article 7 – Filing

After the Instruction has been carried out, the Civil-law Notary shall retain the file for at least 10 years. Subsequently, the Civil-law Notary is at liberty to destroy the file. In the event of any disputes, after the 10-year period has expired, the principal shall have the burden of proof.
The notarial deeds shall be retained in the manner and for the duration as determined by the Civil-law Notaries Ordinance.

Article 8 – National Ordinance on prevention and suppression of money laundering and financing of terrorism

Inter alia the National Ordinance on prevention and suppression of money laundering and financing of terrorism (Official Bulletin 2011 No. 28) applies to the Civil-law Notary’s services.

The Civil-law Notary has the following obligations:

a client screening shall take place to establish the Client’s identity;
the Civil-law Notary shall promptly report any unusual transaction or incident to the competent authorities without the knowledge of the parties involved.

Article 9 – Payment

A claim on the Civil-law Notary on account of the payment of money based on the legal act mentioned in a deed cannot be assigned or pledged. The Civil-law Notary shall only pay money to the party to the deed and/or the party that can claim payment based on the legal act mentioned in the deed.

Article 10 – Applicable law

These General Terms and Conditions, which are applicable shall be governed by the laws of Sint Maarten. Disputes shall be exclusively resolved by the Court of First Instance of Sint Maarten.