TERMS & CONDITIONS

These general terms and conditions apply to all services performed by NZ legal consultancy (“NZ”) and also apply to any subsequent assignment. Deviations or additions are only valid if agreed upon in writing.

1 – Formation of the Agreement

The agreement is concluded at the moment the Client accepts the offer in writing or when NZ has begun performing the work.

2 – Performance of the Agreement

1. NZ will perform the work to the best of its knowledge and ability in accordance with the standards of good professional practice (Article 7:401 Dutch Civil Code).

2. The agreement constitutes a best efforts obligation unless otherwise agreed in writing.

3. The Client must provide all information necessary for proper execution of the assignment in a timely, complete, and accurate manner.

3 – Changes and Additional Work

1. If during the execution it becomes apparent that changes to the assignment are necessary, the parties will consult and amend the agreement accordingly.

2. Any additional costs and/or delays resulting from such changes are at the expense of the Client.

4 – Fees and Payment

1. The fee is calculated based on the number of hours worked multiplied by the agreed hourly rate. This amount may be increased by reimbursement of actual expenses such as travel costs, costs of third parties, etc. Work is invoiced monthly and/or per project.

2. The agreed rate is exclusive of VAT.

3. Payment must be made within 14 days of the invoice date unless otherwise agreed in writing.

4. If the payment term is exceeded, the Client is in default by operation of law and statutory commercial interest is owed (Article 6:119a Dutch Civil Code).

5. All reasonable costs are payable by the Client (Article 6:96 paragraph 2 under c Dutch Civil Code).

5 – Intellectual Property

All intellectual property rights arising from the execution of the agreement belong to NZ unless otherwise agreed in writing. The Client only receives a non-exclusive and non-transferable right of use for the agreed purpose.

6 – Liability

1. NZ is only liable for direct damage that is the direct result of an attributable failure in the performance of the agreement (Article 6:74 Dutch Civil Code).

2. If and insofar as insurance provides coverage, NZ’s liability is limited to the amount paid out by the insurer plus NZ’s deductible. If the insurer does not pay out for any reason, liability is limited to the amount paid by the Client to NZ in relation to the assignment, with a maximum of € 7,500.-.

3. NZ is not liable for consequential damage, loss of profit, missed savings, or damage resulting from business interruption; errors or shortcomings in materials or services provided by third parties; damage resulting from incorrect or incomplete information provided by the Client.

4. Claims for damages expire one (1) year after the date on which the damage became known.

7 – Force Majeure

In the event of force majeure (Article 6:75 Dutch Civil Code), NZ is not required to fulfil any obligation. Force majeure includes, among other things, disruptions in internet or telecommunication connections, government measures, pandemics, staff illness, or shortcomings of third parties engaged.

8 – Confidentiality

Both parties are obliged to maintain confidentiality regarding all confidential information obtained in the context of the agreement (Article 7:403 paragraph 2 Dutch Civil Code).

9 – Complaints Procedure

1. NZ strives to provide professional and careful service. If the Client is nonetheless dissatisfied with any part of the service, the Client must notify NZ in writing as soon as possible and no later than 30 days after discovering the issue, including a clear description of the complaint.

2. NZ will confirm receipt of the complaint within 5 working days and provide a substantive response within 10 working days thereafter.

3. NZ will handle complaints in accordance with reasonableness and fairness (Article 6:2 Dutch Civil Code) and taking into account Article 6:89 Dutch Civil Code (duty to complain).

4. If the complaint is found to be valid, NZ will provide an appropriate solution within a reasonable period, such as repair of the work, additional services, and/or partial crediting.

5. Complaints submitted too late cannot be processed.

6. Filing a complaint does not suspend the Client’s payment obligation unless NZ confirms otherwise in writing.

10 – Duration and Termination

1. The agreement is entered into for the duration of the assignment and/or project as agreed in writing in the service agreement.

2. Both parties may terminate the agreement in writing, with reasons, subject to a notice period of one (1) month, unless the nature of the work requires otherwise.

3. NZ may terminate the agreement with immediate effect in the event of non-payment or attributable failure by the Client.

11 – Applicable Law and Jurisdiction

1. This agreement is governed exclusively by Dutch law.

2. Disputes will be submitted in the first instance to the competent court in the district where NZ is established, unless mandatory law provides otherwise.

12 – Final Provisions

1. If any provision of these terms is void or annulled, the remaining provisions will remain fully effective.

2. NZ is entitled to amend these general terms and conditions. The amended terms will enter into force thirty (30) days after notification to the Client.