Terms & conditions

General Terms and Conditions of the Legal Point partnership, adopted on 08-02-2021. Legal Point is a trade name of the Legal Point partnership and is registered with the Chamber of Commerce under number 82114285.

Article 1: General

In these general terms and conditions the following terms have the following meanings:

1. Client: the party that gives the order.

2. Contractor: the Legal Point partnership.

3. Assignment: any assignment for the performance of services that is established between the client and the contractor, any amendment or addition thereto, as well as all (legal) acts in preparation for and in the performance of that assignment.

4. Assignment: the written representation of the agreed agreements on the nature of the services, rates, terms and the like.

Article 2: The agreement

1. An assignment is concluded with Legal Point as such. Only Legal Point is regarded as the contractor vis-à-vis the client. This also applies if it is the explicit or tacit intention of the client that the assignment will be carried out by a specific person. The effect of article 7: 404 BW, which provides a regulation for the latter case, and the effect of article 7: 407 paragraph 2 BW, which establishes joint and several liability for cases in which two or more persons have been commissioned, is excluded. All assignments, with the exception of articles 7: 404, 7: 409 and 7: 422 paragraph 1 under b of the Dutch Civil Code, are exclusively accepted and carried out by Legal Point.

2. The client is the person for whom the work is performed.

3. An assignment addressed to a (legal) person affiliated with Legal Point is thus deemed to have been issued exclusively to Legal Point, without the relevant natural and / or legal person being obliged to perform the work himself or accepting liability for it.

4. Anyone who makes use of the services of Legal Point gives in advance to those who provide these services, permission to use the data, the inspection of which by others than Legal Point and / or the directly involved adviser (s). or is necessary, in the context of the assignment, to notify those others.

5. Legal Point is obliged to exercise the care that can reasonably be expected of it under the given circumstances with regard to the services provided by or on behalf of Legal Point. Legal Point does not guarantee the achievement of the intended result.

6. These General Terms and Conditions also apply to any additional or follow-up assignments.

Article 3: Applicability of the General Terms and Conditions

These general terms and conditions apply to all legal relationships between the contractor and the client, except for changes in these terms and conditions, which must be explicitly confirmed in writing by both parties. If the contractor has agreed on a deviation from these conditions with the client in any assignment, the client can never invoke this in later assignments. These general terms and conditions also serve the benefit of the directors, as well as those who work for Legal Point.

Article 4: Offers; Duration of the agreement

1. The offers and quotations made by the contractor are without obligation. They are valid for 14 days, unless explicitly stated otherwise. The contractor is only bound by offers if the acceptance thereof is confirmed in writing by the client within 14 days.

2. The agreement is entered into for an indefinite period of time unless it follows from the content, nature or scope of the assignment that it has been entered into for a definite period of time.

3. If during the execution of an assignment work has been carried out for the benefit of the client that are not covered by an agreement or an assignment confirmation, the relevant notes regarding interim consultations between the client and the contractor in the administration of the contractor are presumed that these activities have been performed for the client on an incidental assignment.

Article 5: Liability

Any liability of Legal Point is limited to the amount of the maximum amount of the invoice (s) in the case in question.

1. The contractor is liable towards the client for a shortcoming in the performance of the assignment, insofar as the shortcoming consists in not observing the care and expertise that may be relied upon in the performance of the assignment. However, the Contractor is not liable for:

Damage arising at the client or third parties that is the result of the provision of incorrect or incomplete data or information by or on behalf of the client to the contractor or is otherwise the result of an act or omission by or on behalf of the client;

• damage arising at the client or third parties as a result of an act or omission of auxiliary persons engaged by the contractor (not including employees of the contractor), even if they work for an organization affiliated with the contractor;

Business damage, indirect damage or consequential damage arising at the client or third parties;

Damage arising at the client or third parties for which the client has insured himself.

2. If the Client is considering holding the Contractor liable for compensation for damage, the Client is obliged to consult with the Contractor about this before he proceeds to hold it liable.

3. The contractor is not liable for damage or destruction of documents during transport or during dispatch by post, regardless of whether the transport or dispatch is done by or on behalf of the client, contractor or third parties.

4. The liability of the contractor for a culpable shortcoming in the performance of the assignment as well as for an unlawful act is limited to the amount that the client has paid to the contractor as a fee (excluding turnover tax) according to the standard of the provisions in article 9 and / or is still due in respect of the activities to which the event causing the damage or to which it relates, with a maximum of five thousand euros (€ 5,000).

5. A claim for compensation for damage must be submitted to the contractor no later than twelve months after the client has discovered the damage, failing which the right to compensation will lapse.

6. The client is obliged to hold the contractor harmless and to indemnify the contractor against all claims from third parties - including shareholders, directors, supervisory directors and personnel of the client, as well as affiliated legal entities and companies and others involved in the organization of the client - arising from or are related to the activities of the contractor on behalf of the client.

7. The exclusions or limitations of the contractor's liability arising from the above do not apply insofar as the damage is the result of intent or gross negligence on the part of the contractor.

Article 6: Obligations of the client

1. If the client informs a third party of the content of the work performed by Legal Point on its behalf, the client must point out to the third party and ensure that these General Terms and Conditions are also accepted by this third party.

2. The client indemnifies Legal Point against claims from third parties who claim to have suffered damage due to or in connection with work performed by Legal Point on behalf of the client.

3. Payment of invoices from Legal Point must be made, without suspension or set-off, within 14 days after the invoice date, failing which the client will be in default without notice and the statutory commercial interest will be due. All judicial and extrajudicial costs related to the collection of invoices - with a minimum of 15% of the amount to be collected and with a minimum of € 100, are for the account of the client. The legal costs are not limited to the legal costs to be liquidated, but will be entirely at the expense of the client, if the latter (predominantly) is found to be in the wrong.

4. If the assignment is given by a party other than the client, both the client and that other person are jointly and severally obliged to pay what is due to Legal Point.

Article 7: Provision of information by the client

1. The client is obliged to make all information and documents that the contractor considers necessary for the correct execution of the assignment available on time, in the desired form and in the desired manner.

2. The client guarantees the correctness, completeness and reliability of the data and documents made available to the contractor, even if they originate from third parties, insofar as the nature of the assignment does not dictate otherwise.

3. If and insofar as the client so requests, the documents made available will be returned to him.

4. The extra costs and extra fee resulting from the delay in the execution of the assignment, arising from the non-availability, late or improper provision of the required information and documents, are at the expense of the client.

Article 8: Execution of the assignment

1. The Contractor is obliged to carry out the assignment to the best of his ability and to perform it as a professional practitioner acting with due care. However, the Contractor cannot guarantee that any intended result will be achieved. The Contractor is entitled to make use of qualified persons in the performance of the assignment under its own responsibility, unless it appears from the assignment that the performance must be carried out by a specific person, whether or not named by name.

2. The contractor may first perform and charge the client for more work than the assignment for which the client has given permission for this in advance.

Article 9: Rates and Fee

1. The fee and (if applicable) the disbursements accrue to Legal Point. Disbursements are reimbursement of the additional costs that the contractor must incur for the execution of an assignment. The contractor's fee does not depend on the outcome of the assignment.

2. The fee as stated in the correspondence or order confirmation applies between Legal Point and the client. In all other cases, the fee is calculated on the basis of the basic hourly rate, which is determined annually by Legal Point and is available on request.

3. Legal Point is entitled to demand an advance on its due before commencing the activities. This advance is deducted from the final invoice. 4. The fee of the contractor, if necessary increased by disbursements and invoices from third parties engaged and additional costs, can be charged per month, unless the client and the contractor have made other agreements about this.

Article 10: Invoices and suspension of activities

1. Complaints about an invoice must be submitted in writing under penalty of forfeiture within thirty days of the invoice date.

2. As long as the assignment has not been completed, Legal Point is entitled to make interim invoices.

Suspension of work

3. If an invoice is not paid on time, Legal Point is entitled to suspend its activities, also for assignments from the client other than those to which the unpaid invoice relates.

4. Legal Point is not liable for damage, both material and immaterial, that may arise as a result of suspension of the activities.

Article 11: Confidentiality

1. Unless he has a legal or professional obligation to disclose, the Contractor is obliged to observe secrecy towards third parties.

2. The contractor is not entitled to use the information made available to him by the client for a purpose other than that for which it was obtained. However, an exception to this is made in the event that the contractor acts on its own behalf in disciplinary, civil or criminal proceedings in which these documents may be important.

3. Unless prior written permission has been granted by the contractor, the client will not disclose the content of advice or other expressions of the contractor, whether or not in writing, which have not been drawn up or made with the intention of providing third parties with the information contained therein. The Client will also ensure that third parties cannot take note of the content referred to in the previous sentence.

4. The contractor will impose its obligations under this article on third parties engaged by it.

Article 12: Intellectual property rights

1. The Contractor reserves all rights with regard to products of the mind which he uses or has used in the context of the performance of the Client's assignment, insofar as these arise from the law.

2. The client is expressly prohibited from using those products, including computer programs, system designs, working methods, advice, (model) contracts and other mental products of the contractor, all this in the broadest sense of the word, whether or not involving third parties. reproduce, disclose or exploit.

3. The client is not permitted to hand over resources from those products to third parties, other than for the purpose of obtaining an expert opinion regarding the work of the contractor.

4. In the event of violation of the provisions in paragraphs 2 and 3, the client will pay the contractor an immediately payable fine of € 25,000 per violation and € 2,500 per day that the violation continues, with a maximum of € 50,000, regardless of the right to compensation of contractor.

Article 13: Complaints

1. Complaints with regard to the work performed and / or the invoice amount must be submitted in writing within 30 days after the date of dispatch of the documents or information about which the client is complaining, or within 30 days after the discovery of the defect if the client can reasonably demonstrate that he has the defect. could not discover earlier, to be made known to the contractor.

2. A complaint as referred to in the first paragraph does not suspend the client's payment obligation.

3. The Contractor has the right at all times, if and insofar as possible, to limit or undo the damage suffered by the Client.

4. In the event of a justified complaint, the contractor has the choice between adjusting the fee charged, improving or re-performing the rejected work free of charge - with due observance of the provisions under 13.3 - or not (anymore) in whole or in part. execution of the assignment against a refund in proportion to the fee already paid by the client.

Article 14: Delivery period

1. If the client owes an advance payment or should he make the necessary information and / or materials available for the execution, the period within which the work must be completed does not start until the payment has been received in full, respectively the information and / or materials have been made fully available to the contractor.

2. Terms within which the work must be completed can only be regarded as deadlines if this has been expressly agreed.

3. Unless execution is indisputably permanently impossible, the agreement cannot be dissolved by the client due to the term being exceeded, unless the contractor also does not or not fully implement the agreement within a reasonable period notified to him in writing after expiry of the agreed delivery term. Dissolution is then permitted in accordance with Article 6: 265 BW.

Article 15: Cancellation

1. Client and contractor can at all times terminate the agreement in writing and with reasons.

2. In the event of cancellation as referred to under 15.1, the contractor retains its right to a fee for work already performed and reimbursement of expenses incurred, which are not included in this fee.

3. In the event of termination by the contractor, the client is entitled to compensation for demonstrably suffered damage resulting from such termination, with due observance of article 5.

Article 16: Applicable law and choice of forum

1. Dutch law applies to all agreements between the client and Legal Point.

2. Disputes will be settled exclusively by the competent court in the District where Legal Point is located. Legal Point has the right to also sue the competent court of the principal's place of residence / place of business.

Article 17: Expiry period

Insofar as not provided otherwise in these general terms and conditions, rights of action and other powers of the client for whatever reason against the contractor in connection with the performance of work by the contractor will in any case lapse after one year (twelve months) after the moment at which the client became known. or could reasonably have been aware of the existence of these rights and powers.

Article 18: Binding of general terms and conditions

These general terms and conditions are linked to all services provided by Legal Point, unless explicitly agreed otherwise in the assignment.