General conditions

CLAUSE 1: SCOPE 

These general terms and conditions are applicable to all instructions, including supplemental, altered or further instructions (the “Instruction”), rendered to and accepted by Sagiure Legal B.V. (“Sagiure Legal”) granted by the client (the “Client”). 

These conditions also apply to each person associated with or employed by Sagiure Legal and each person engaged by or called upon by Sagiure Legal under its responsibility. 

The applicability of the instructing Client’s general terms and conditions is explicitly excluded. 
 

CLAUSE 2: THE INSTRUCTION 

All instructions are deemed to be instructions rendered to and accepted by Sagiure Legal, pursuant to a contract for professional services (overeenkomst van opdracht). The articles 7:404 and 7:407 (2) of the Dutch Civil Code are excluded from applicability. 

Unless it is the express or implied intent that an instruction will be performed by a specific person, Sagiure Legal may freely determine who it will involve for the execution of the Instruction. 
 

CLAUSE 3: LIABILITY 

Sagiure Legal’s liability will be limited to the amount paid out under its professional liability insurance policy plus the excess stipulated in the policy conditions. Information on the policy conditions will be provided at the Client’s written request. 

If and insofar for whatever reason no payment is made under the terms of the insurance, Sagiure Legal’s liability will be limited to the sum equal to the amount payable by the Client to Sagiure Legal in relation to the specific matter, or the relevant part thereof, in respect of which the liability has arisen, subject to a maximum of EUR 25,000. 

All liability on Sagiure Legal’s part for unexpected shortcomings of any third parties deployed shall be excluded. Sagiure Legal shall in all cases be authorized to accept third party liability restrictions. 

Any claim shall lapse if not submitted to Sagiure Legal in writing, accompanied with an outline of the reasons for said claim, within one year from the moment the Client becomes aware of, or could reasonably have been aware of, the facts on which the claim is based, and in any case five years after the date of the final invoice relating to the subject matter. 
 

CLAUSE 4: THE CLIENT’S DUTIES 

The Client shall indemnify Sagiure Legal against any and all claims by third parties and will reimburse all reasonable costs incurred by Sagiure Legal to defend itself against such claims. 
 

CLAUSE 5: FEES AND DISBURSEMENTS 

The costs in respect of the Instructions include fees, disbursements and VAT. 

Unless expressly agreed otherwise, Sagiure Legal’s fee is calculated based on the number of hours worked, times the hourly rates applicable to the Instruction. 

The disbursements contain the actual costs relating to the performance of the Instruction incurred by Sagiure Legal in favor of the Client. 

Sagiure Legal is entitled to request the Client to make an advance payment prior to any work being undertaken. Any such advance shall be set-off against the final invoice of the Instruction. 

Invoices must be paid within the period stated on the invoice or, in the absence thereof, within fourteen days from the date of the invoice. Should payment not be received within such period, the Client shall be deemed to be in default, without any further notice being required and the legal interest equal to the total invoice amount is due. 
 

CLAUSE 6: MISCELLANEOUS 

Sagiure Legal is authorized to amend these general terms and conditions unilaterally. If Sagiure Legal exercises the aforesaid authority, it will notify the Client of that fact immediately by providing a copy of the amended general terms and conditions, whereupon the latter will take effect. 

The Instruction may be terminated by either the Client or Sagiure Legal, optionally with immediate effect, by giving notice in writing. Upon giving notice, the Client is under the obligation to pay the fees for the work carried out until the date of receipt of the notice plus the work related to the hand-over of the Instruction. 

These general terms and conditions are drawn up in Dutch and English. The Dutch text shall prevail in case of any discrepancy. 

The current and future legal relationship between the Client and Sagiure Legal is and shall be governed by Dutch law.