General Terms and Conditions for Legal Services

Upgrade Legal

Version: April 2026

1. General

These General Terms and Conditions for Legal Services apply to every agreement for legal services between Upgrade Legal and the Client, including subsequent services arising therefrom. Services also include any modification or addition to the agreed upon services, as well as all agreed (legal) actions in preparation and execution of those services. Upgrade Legal is registered with the Dutch Chamber of Commerce under number 78262941. In the event of any inconsistency between these terms and an engagement letter or other written agreement setting out additional terms to the engagement, such agreement shall prevail.

 

2. Execution of the Services

Upgrade Legal shall carry out the services to the best of its ability and as a diligent legal professional. Upgrade Legal cannot guarantee the achievement of any intended result. The services consist of legal advice only; the Client remains solely responsible for any business or strategic decisions taken in reliance on such advice. Upgrade Legal may engage suitably qualified individuals to assist in performing the services, subject to prompt written notification to the Client. Upgrade Legal remains responsible for the quality of the services delivered. Third parties cannot derive any rights from the services, the work performed, or any result arising therefrom.

 

3. Information

The Client shall provide Upgrade Legal with all information that may be relevant for the proper execution of the services and warrants the accuracy and completeness of such information. Upgrade Legal is entitled to rely on information provided by the Client without independent verification, unless expressly agreed otherwise.

 

4. Independent Contractor Status

No employment agreement within the meaning of Article 7:610 of the Dutch Civil Code exists or is intended between Upgrade Legal and the Client. Upgrade Legal operates as an independent contractor (ZZP) within the meaning of Article 7:400 of the Dutch Civil Code and in accordance with the Wet Deregulering Beoordeling Arbeidsrelatie (DBA) or any successor legislation.

In performing the services, Upgrade Legal:

• operates with full independence as to the manner in which the services are performed. The Client may give directions as to the result of the services, but not as to how they are carried out;
• is free to perform services for other clients simultaneously and is not subject to any exclusivity obligation;
• is entitled to have the services performed in whole or in part by a suitably qualified substitute, provided Upgrade Legal notifies the Client promptly and in writing before the substitution takes effect, and provided Upgrade Legal remains responsible for the quality of the services delivered; and
• maintains a valid registration with the Dutch Chamber of Commerce (KvK nr. 78262941), a valid VAT (BTW) registration number, and sufficient professional liability insurance.

Upgrade Legal is solely responsible for the payment and withholding of all taxes, social security contributions, and other statutory obligations in respect of itself and any personnel it may engage. Upgrade Legal shall indemnify and hold harmless the Client against all claims of the Dutch Tax Administration (Belastingdienst) or any other authority relating to taxes, social security contributions, or employment-related obligations arising in connection with the engagement, to the extent such claims result from Upgrade Legal’s own conduct or status. The Client shall indemnify Upgrade Legal against any such claims to the extent they arise from the Client’s exercise of control or direction over Upgrade Legal in a manner inconsistent with this clause. The liability limitations in clause 10 do not apply to obligations under this clause.

 

5. Data Protection

Upgrade Legal will process personal data only in accordance with the General Data Protection Regulation (GDPR) and applicable Dutch data protection legislation, and will take appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage. The Client warrants that any personal data provided to Upgrade Legal in connection with the services has been collected and shared lawfully, and shall hold Upgrade Legal harmless against third-party claims arising from the Client’s failure to comply with applicable data protection laws.

 

6. Intellectual Property

Client Matter Deliverables. Upgrade Legal assigns to the Client all intellectual property rights in documents and other deliverables specifically created for the Client or a specific transaction (“Client Matter Deliverables”), such assignment taking effect upon full payment of the applicable invoices.

General Materials. All intellectual property rights in templates, checklists, standard clauses, automation tools, workflows, negotiation playbooks, methodologies, legal concepts and other materials of a general or reusable nature that Upgrade Legal brings to or develops during the performance of the services (“General Materials”) remain the property of Upgrade Legal. Upgrade Legal grants the Client a non-exclusive, perpetual, royalty-free licence to use its General Materials for the Client’s internal business purposes. Upgrade Legal remains free to use, adapt, and commercialise its General Materials for any purpose, including for other clients, provided no confidential information of the Client is disclosed in doing so.

 

7. Confidentiality

Each party shall maintain confidentiality with respect to confidential information of the other party and shall not disclose such information to third parties, unless required to do so by law, regulation, or order of a competent authority. Upgrade Legal shall not use information provided by the Client for any purpose other than the performance of the services.

 

8. Fees and Invoicing

Unless otherwise agreed in writing, Upgrade Legal’s fee is calculated by multiplying the number of hours worked by the applicable hourly rate, plus any separately agreed expenses. All amounts are exclusive of 21% VAT. Invoices must be paid within fourteen (14) days of the invoice date, without suspension, deduction, discount, or set-off.

If payment is not received within that period, Upgrade Legal will first send a written reminder. If the Client fails to pay following such reminder, statutory commercial interest (wettelijke handelsrente) under Article 6:119a of the Dutch Civil Code and reasonable collection costs shall become payable. Complaints regarding invoices or services performed must be submitted in writing within thirty (30) days of receipt, failing which the right to dispute shall lapse. Upgrade Legal reserves the right to suspend the performance of services if the Client fails to pay any undisputed invoice within fourteen (14) days after a written reminder, until full payment is received.

 

9. Renewal and Termination

Unless parties agree otherwise in writing, the services renew automatically for successive periods of equal duration unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current period.

Upgrade Legal may terminate any services with immediate effect and without liability if the Client is declared bankrupt, applies for suspension of payment, or materially breaches its obligations and fails to remedy such breach within fourteen (14) days of written notice.

 

10. Liability and Indemnification

Upgrade Legal’s liability for damages in connection with the performance of the services is limited to the amount paid out under its professional liability insurance in the relevant matter, including any applicable deductible, or, if no payment is made under such insurance, to the total fees paid by the Client in the three (3) months preceding the event giving rise to the claim. Upgrade Legal is not liable for any indirect or consequential damages, including but not limited to loss of profit, loss of revenue, loss of business, or reputational damage, regardless of whether Upgrade Legal was advised of the possibility of such damages.

The Client shall defend and hold harmless Upgrade Legal against all third-party claims, including reasonable legal costs, arising from instructions or directions given by the Client, any inaccuracy or incompleteness in information provided by the Client to Upgrade Legal, or any breach by the Client of these terms or its obligations to its own clients or other third parties.

Any claim against Upgrade Legal must be brought within twelve (12) months after the date on which the Client became aware, or reasonably should have become aware, of the event giving rise to the claim, failing which such claim shall be deemed to have lapsed.

 

11. Conflicts of Interest and Non-Exclusivity

The engagement for the services does not create any exclusivity. Upgrade Legal remains free to act for other clients, including in negotiations with the same counterparties as the Client, provided that Upgrade Legal does not act against the Client’s interests in a matter that is related to the subject matter of the services. Upgrade Legal shall promptly notify the Client in writing if a potential conflict of interest arises in respect of a specific instruction.

 

12. Use of Artificial Intelligence

Upgrade Legal may use artificial intelligence tools to assist in the performance of the services, including drafting, reviewing, and analysing documents. Currently, Upgrade Legal uses Claude, developed by Anthropic, under Anthropic’s Commercial Terms of Service (Team plan).

The following applies to the use of such tools:

• No training on client data. Under Anthropic’s commercial terms, client data submitted through the tool is not used to train AI models. Anthropic acts as a data processor under those terms, and the consumer data training policies do not apply.
• Responsibility for output. Upgrade Legal reviews all AI-assisted output before delivery, unless agreed upon otherwise. Where output is delivered without full review, Upgrade Legal does not warrant its accuracy or completeness. Upgrade Legal takes full professional responsibility for the AI outputs it reviewed.
• Data protection. The use of AI tools is subject to Upgrade Legal’s obligations under clause 5 (Data Protection).
• Change of tools. If Upgrade Legal materially changes the AI tools used in performing the services, Upgrade Legal will inform the Client in writing within a reasonable period. The Client may raise concerns, and Upgrade Legal will consider these in good faith.
• Client objection. The Client may at any time object in writing to the use of AI tools for the services. Upgrade Legal will accommodate such objection where reasonably practicable, which may affect time and cost in the performance of the services.

 

13. Force Majeure

Upgrade Legal is not liable for any failure or delay in performing its obligations resulting from circumstances beyond its reasonable control, including but not limited to serious illness or incapacity, natural disasters, government measures, or disruptions to essential infrastructure. Upgrade Legal will notify the Client promptly and make reasonable efforts to resume performance or find a suitable replacement as soon as possible.

 

14. Severability

If any provision of these terms is found to be void or unenforceable, the remaining provisions shall continue in full force. The parties shall replace the void provision with a provision that reflects the original intent as closely as possible.

 

15. Applicable Law and Disputes

These terms and all agreements to which they apply are governed exclusively by Dutch law. Any disputes shall be submitted exclusively to the competent court in Haarlem, the Netherlands.

 

16. Changes to These General Terms and Conditions

Upgrade Legal reserves the right to amend these General Terms and Conditions for Legal Services. Amendments will be communicated in writing or via Upgrade Legal’s website and will not affect services already in force at the time of the amendment, unless stated otherwise.