General Terms and Conditions for Legal Services by Upgrade Legal
General
These general terms and conditions apply to every service agreement for legal services between Upgrade Legal and the Client, including subsequent assignments resulting from it. Upgrade Legal is registered with the Chamber of Commerce under number 78262941. An assignment also includes any modification or addition to the assignment, as well as all agreed (legal) actions in preparation and execution of that assignment. In the event of any inconsistency between these general terms and the engagement letter, the engagement letter shall prevail.
Execution of Assignment and Engagement of Third Parties
Upgrade Legal is obligated to carry out the assignment to the best of its abilities and as a diligent professional. Upgrade Legal cannot guarantee the achievement of any intended result. The services consist of legal advice only, and the Client remains solely responsible for any business or strategic decisions taken in reliance on such advice. Upgrade Legal is entitled, during the execution of the assignment, to use qualified individuals under its own responsibility, subject to prior written agreement by the Client. Third parties cannot derive any rights from the service agreement, the performed work, or any results arising from the assignment.
Information
The Client provides Upgrade Legal with all information that may be relevant for the proper execution of the assignment and vouches for the accuracy and completeness of this information. Upgrade Legal is entitled to rely on such information without independent verification, unless expressly agreed otherwise.
Data Protection / Security
Upgrade Legal will process personal data only in accordance with the General Data Protection Regulation (GDPR) and will take appropriate technical and organisational measures to protect such data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
Work Product / Intellectual Property
All intellectual property rights in the documents and advice produced by Upgrade Legal in the course of the assignment vest in the Client. Upgrade Legal retains the right to reuse the underlying know-how, standard provisions, templates, and legal concepts developed during the assignment in the course of its practice, provided that no confidential information of the Client is disclosed.
Confidentiality
Upgrade Legal is obliged to maintain confidentiality towards third parties, unless there is a legal duty to disclose. Upgrade Legal is not entitled to use the information (including personal data) provided by the Client for any purpose other than the one for which this information was obtained.
Fees and Invoicing
Unless otherwise agreed in writing, Upgrade Legal’s fee is calculated by multiplying the number of hours worked by the hourly rate per unit of time and increased by the costs incurred by Upgrade Legal, insofar as separately agreed. All amounts are exclusive of 21% VAT. Upgrade Legal’s invoice must be paid within 14 days from the invoice date, without suspension, deduction, discount, or setoff of amounts. If payment is not made within that period, Upgrade Legal will first send a payment reminder. If the Client still fails to pay, statutory commercial interest (wettelijke handelsrente) and reasonable collection costs will be payable by the Client.
Liability
Upgrade Legal’s liability for damages in connection with the performance of an assignment is limited to the amount paid out under its professional liability insurance in the relevant matter, including any applicable deductible. The Client indemnifies Upgrade Legal against all third-party claims (including legal costs arising therefrom) in any way related to the services for the Client.
Applicable Law and Disputes
All agreements between the Client and Upgrade Legal to which these general terms and conditions apply are governed by Dutch law. Disputes are exclusively submitted to the court in Haarlem.
Conflicts of Interest
Upgrade Legal will not act for another party in the same matter against the Client. Upgrade Legal remains free to act for other clients, including in negotiations with the same counterparties as the Client, provided this does not concern the same transaction or otherwise create a direct conflict with the Client’s interests.
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