General Terms and Conditions

General terms and conditions for the provision of services of Legal Q (a trade name of Legal Q & Management Services B.V.), having its registered office in Veldhoven at Provincialeweg 80a, 5503 HJ Veldhoven, registered with the Chamber of Commerce under number 17212513.

Article 1. Applicability

1. In these general terms and conditions 'BL' means Legal Q (a trade name of Legal Q & Management Services B.V.)& Management Serviceslatter, being the user of these general terms and conditions and 'Client' being its other party.
2. These terms and conditions apply to all services to be provided by BL and these terms and conditions form an integral part of all agreements entered into between BL and a Client. In all agreements concluded between BL and a Client, the Client's general terms and conditions are hereby excluded.
3. These terms also apply to any assignments to BL for the performance of which third parties must be engaged. All third parties engaged by BL in the performance of any assignment of a Client may rely on these general conditions.
4. Any deviations from these general conditions shall only be valid if expressly agreed in writing.

Article 2. Formation, duration and termination of agreement

1. The agreement is concluded by written or verbal acceptance of the assignment by BL and is entered into for the duration of the assignment.
2. Unless otherwise agreed BL and the Client may terminate the agreement at any time, provided that the Client shall be liable to pay BL's costs.

Article 3. Execution of the agreement and liability

1. BL will endeavour to perform the agreement with the Client with due care and expertise. Should BL be liable, such liability shall be limited to what is provided for in this provision.
2. In the event BL is unexpectedly liable for direct damage, for whatever reason, then such liability shall be limited to a maximum of the amount of the assignment during the preceding 3 (three) months, or at least that part of the assignment to which the liability relates, at any rate up to a maximum of € 50.000,- (fifty thousand euros).
3. BL shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business stagnation.
4. To the extent that third parties engaged in connection with the performance of assignments of the Client wish to limit their liability in connection with the performance of the assignment, all assignments given to BL shall also include the power to accept such limitations of liability for failures of such third parties on behalf of the Client. Any and all liability of BL for any failure of such third parties is excluded.
5. The Client shall ensure that all information, which BL indicates is necessary or which the Client should reasonably understand is necessary for the performance of the agreement, is provided to BL in a timely manner.

Article 4. Fee

1. Parties may agree on a fixed fee when the agreement is concluded.
2. If no fixed fee is agreed upon, the fee will be determined on the basis of hours actually worked. The fee will be calculated in accordance with BL's usual hourly rates applicable to the period in which the work is performed, unless a different hourly rate has been agreed.
3. The fee and any cost estimates are exclusive of VAT and, unless expressly agreed otherwise, exclusive of travel and accommodation expenses.
4. For assignments with a term of more than 2 (two) months, the costs due shall be charged periodically.

Article 5. Payment

1. Payment shall, unless expressly agreed otherwise in writing, be made within 14 (fourteen) days after the invoice date, in a manner to be indicated by BL in the currency in which BL has invoiced. Objections to the amount of the invoices do not suspend the payment obligation.
2. If the Client fails to pay within the period of 14 (fourteen) days, the Client will be in default by operation of law. The Client will then owe interest of 1% (one percent) per month, unless the statutory interest rate is higher, in which case the statutory interest rate will apply. The interest on the amount due and payable will be calculated from the moment the Client is in default until the moment of payment in full.
3. In the event of liquidation, bankruptcy, seizure or suspension of payments of the Client, BL's claims against the Client shall become immediately due and payable.
4. If the Client fails to perform, or is in default of performance of, one or more of its obligations, all reasonable costs incurred to obtain extrajudicial satisfaction will be borne by the Client. If the Client fails to pay any sum of money in time, it will forfeit an immediately payable penalty of 15% (fifteen per cent) on the amount still due. This with a minimum of € 50 (fifty euros).
5. BL has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the accrued interest.

Article 6. Intellectual property and copyrights

1. Subject to the other provisions of these general terms and conditions, BL reserves the rights and powers vested in BL under the Copyright Act.
2. All documents provided by BL, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are intended solely for use by the Client and may not be reproduced, published or disclosed to third parties by the Client without BL's prior consent, unless the nature of the documents provided dictates otherwise.
3. BL reserves the right to use the knowledge gained through the performance of the work for other purposes, to the extent that no confidential information is disclosed to third parties.
4. Unless otherwise agreed, BL is permitted to use the Client's name and logo in presentations, marketing materials, client lists and on its website. The Client may also use BL's name and logo in a similar manner, provided that the Client always refers to BL's website (www.blatterlegal.com).

Article 7. Force majeure

1. If, as a result of force majeure, the parties are unable to fulfil their obligations under the agreement, or are unable to fulfil them in time or properly, those obligations will be suspended until such time as the parties are still able to fulfil them in the agreed manner. The foregoing does not apply to payment obligations of the Client. The term 'force majeure' for the purposes of this Clause includes, in addition to what is understood in this respect by law and case law, all external causes, foreseen or unforeseen, which are beyond the control of the parties but which prevent the parties from fulfilling their obligations under the Agreement. Force majeure on BL's part includes in any event: (i) force majeure of BL's suppliers, (ii) failure to properly perform obligations of suppliers prescribed by the Client to BL, (iii) defect in any goods, equipment, software or materials of third parties the use of which is prescribed by the Client to BL, (iv) government measures, (v) power failure, (vi) failure of the Internet, data network or telecommunication facilities, (vii) war and (viii) general transportation problems.
2. If the force majeure situation continues for a period longer than 30 (thirty) days or if performance is immediately impossible, the parties have the right to terminate the agreement in writing with immediate effect without any right to compensation. What has already been performed on the basis of the agreement will in that case be settled proportionally, without the parties owing each other anything else.

Article 8. Confidentiality

1. The parties are bound to observe total confidentiality of each other's confidential information. For the purposes of this Article, 'confidential information' means: the agreement, its terms and conditions and implementation, as well as all information and know-how (including, but not limited to, formulations, designs and other intellectual property rights) provided by one party to the other party, in whatever form, or otherwise known to either party in connection with the execution of the agreement, and any data directly or indirectly derived from such information.
2. Parties shall only use each other's confidential information for the execution and realization of the agreement and shall reciprocally ensure or warrant that the obligation of confidentiality pursuant to this Article shall be imposed upon or complied with by all persons working in their enterprise or associated enterprise who have access to, or have knowledge of, the confidential information of the other Party in any way.
3. If a statutory provision or a court order requires BL to disclose confidential information of the Client to a third party or parties designated by law or by a court and BL cannot invoke any statutory right to refuse to do so, BL will not be liable to pay any damages or indemnification to the Client and the Client will in such event not be entitled to claim the termination of the agreement on the basis of any loss resulting therefrom.

Article 9. Personal Data, Privacy and Data

Within the framework of the agreement, the parties will at all times comply with their obligations under Dutch law with regard to the protection of (personal) data and any other relevant (national, European and international) legislation in the field of data protection. If applicable, further agreements regarding the processing of personal data in the context of the assignment will be laid down in the agreement or a separate processing agreement.

Article 10. Applicable law and disputes

1. All agreements and legal acts between Client and BL are exclusively governed by Dutch law. Disputes will be exclusively settled by the competent Dutch court of the District Court of Oost-Brabant.
2. Parties will only appeal to the court after they have done their utmost to settle a dispute in mutual consultation.