Terms & Conditions
These are the terms and conditions of Legalee BV ( Legalee ). Legalee is located at Keizersgracht 482 1017EG Amsterdam, registered with the Chamber of Commerce ( Kamer van Koophandel ) under number: 82338965.
If you have any questions, you can contact us via firstname.lastname@example.org, +31(0)20-2101140 or by mail: email@example.com
Legalee reserves the right to change these terms and conditions. You agree that the most recent version of these terms and conditions apply. Parties may deviate from these Terms and Conditions in writing.
Article 1 – General
These terms and conditions apply to every offer, proposal and assignment between Legalee and you ( Client ). On request, Legalee shall send these terms and conditions to you, free of charge. They are also available on www.legalee.nl.
Article 2 – Establishment of the Assignment
The assignment shall be deemed established when Client consents with the service.
Article 3 – Proposals and Offers
All offers and proposals from Legalee are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not for possible future assignments).
If the Client provides Legalee with certain information, Legalee may assume that the provided information is correct and will base the proposal on that information.
Article 4 – Pricing
Legalee can raise the price in the interim in the case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the assignment.
An offered price does not include expenses for Legalee and does not include taxes or levies by the authorities.
Article 5 – Cancellation and Refunds
Legalee may charge a prepayment on fees for certain services. Legalee is under no obligation to refund the prepaid fees when the assignment is postponed, cancelled or changed.
If Legalee suspects the client has illegitimate, fraudulent or any other kind of illegal motives the process will be halted. At that time, Legalee will inform the client of the suspicions. If the client is not able to remove the suspicion Legalee is allowed to cancel the assignment at any time. The client will not be eligible for a refund for any paid fees.
The notary can unilaterally refuse to complete the process of incorporation of the BV if they have doubts about the legitimate goals of the proposed company. Legalee is under no obligation to refund any fees that may already have been paid when the notary decides that furthering the process of incorporation would constitute a breach of the code of conduct applicable to Dutch Notaries and the Dutch Notary laws.
Legalee uses a system of ‘flags’ to determine whether a client presents to be at risk of using the Dutch company for illegitimate or otherwise fraudulent means. The below list is non-exhaustive.
Exhibiting signs of one orange flag will not lead to cancellation. Having more than one flag, will lead to extra scrutiny before finalising the incorporation process. Orange flag signs are:
- No local director in the Netherlands
- No sign of previous commercial activity outside of the Netherlands
- Using an intermediary office/person to communicate
Exhibiting signs of one red flag will lead to extra scrutiny before finalising the incorporation process. More than one red flag, or one red flag combined with one or more orange flags, will lead to immediate cancellation until further notice. Red flag signs are:
- Changing identity of shareholder/director completely in a late stage of the process.
- Appointing a director who does not seem to possess the qualifications of operating the company (education/language skills/previous employment).
Article 6 – Payment and Collection Charges
If the payment by Client is due, he will automatically be in default ( verzuim ), without a notice of default (ingebrekestelling ) being required. In case of default, Client owes Legalee the statutory commercial interest. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.
Any outstanding amounts by the Client are immediately payable in the following cases:
- Client fails to pay within the payment term;
- Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;
- Client (company) is dissolved or liquidated;
- Client (private individual) is placed under guardianship or deceased.
If Client does not pay on time, he shall immediately be in default. He will then be due to the Supplier all extrajudicial costs. In case of an invoice amount to € 267, these costs will be € 40. In case of a higher invoice amount, the maximum collection fees are as follows:
- 15% on the first € 2,500;
- 10% on the part that remains thereafter, up to € 5,000;
- 5% on the part that remains thereafter, up to € 10,000;
- 1% on the part that remains thereafter, to € 200,000;
- 0.5% on the remaining part.
Article 7 – Third Parties
Legalee may involve third parties (partially) to perform the activities. The following articles of the Dutch Civil Act (Burgerlijk Wetboek ) do not apply:
- 7:404 (execution by a certain person);
- 7:407 sub 2 (joint and several liability);
- 7:409 (death of a certain person).
Article 8 – Execution of the Assignment
Legalee shall execute the assignment at the best of its knowledge and abilities and according to the requirements of professional practice.
Client shall timely provide Legalee with all information or material, required for the execution of the assignment.
If Client does not provide the material or information in time, Legalee may suspend the execution of the assignment and charge the additional costs, coming from the delay. Legalee is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.
Article 9 – Changes of the Assignment
If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.
If parties agree on altering the assignment, Legalee may raise or lower the price. If possible, Legalee shall provide a quotation to Client in advance. The execution time may change with a change of the assignment. Client agrees on the possibility to change the assignment, the pricing and the execution time.
Legalee may refuse a request, made by Client, to change the assignment if changing the assignment could affect the quality or quantity of the activities.
Article 10 – Suspension, Dissolution
Legalee may temporarily suspend the execution of the activities if he cannot comply because of force majeure .
If the execution of the assignment is permanently impossible parties may cancel the assignment for the part that has not been fulfilled.
Legalee may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely or in time. In such cases, Client shall compensate Legalee for damages.
Article 11 – Termination in the Interim
If Legalee cancels the assignment in the interim, Legalee shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client. If the handover of the activities leads to additional costs for Legalee, these costs shall be borne by Client.
Legalee may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:
- Client fails to pay within the payment term;
- Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;
- Client (the company) is dissolved or liquidated;
- The occurrence of circumstances in which Client can no longer freely dispose of his capital.
Article 11 – Retention of title
Everything supplied by Legalee shall remain the property of Legalee until Client has fully fulfilled all its obligations.
Client must do everything he can reasonably do to secure the properties of Legalee.
If Legalee wishes to exercise its property rights, Client gives unconditional and irrevocable consent to Legalee to enter all places where the properties are
located, so that Legalee can take them back.
Article 12 – Complaints
Client shall notify Legalee in writing of any complaints within one month days after detection (or –on invisible shortcomings– after he could have detected it).
A timely notified complaint does not suspend or cancel any payment obligation from the Client.
If Client does not notify Legalee timely, Client is not entitled to any recovery, replacement or compensation.
If it is established that the complaint is justified and the notification by Client thereon was timely delivered, Legalee shall recover, replace or compensate it’s work within a reasonable term after notification of the shortcoming, in writing from the Client.
If it is established that a complaint is not justified, Client shall compensate Legalee for made expenses (like research costs).
Article 13 – Liability
Legalee is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by Legalee.
Legalee is not liable for any damages resulting from Legalee relying on incorrect or incomplete information provided by Client.
The liability of Legalee shall never exceed the amount paid by its insurer.
If Legalee’s professional liability insurer does not cover the damages, Legalee’s liability is limited to an amount of €500,00, unless the (total) by Client paid amount does not exceed €500,00. If so, Legalee’s liability is limited to the total by Client paid amount.
The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.
Article 14 – Limitation Period
The limitation period on all claims and defences against Legalee is one year.
Article 15 – Indemnification
Client indemnifies Legalee from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to Legalee.
If third parties address Legalee to be liable for damages resulting from the execution of the assignment, Client shall support Legalee both judicial and extrajudicial and Client shall do what may be expected from him.
If Client does not provide the support described in paragraph 2, Legalee may take the actions it deems required. All expenses and damages made by Legalee in this respect shall be borne by Client.
Article 16 – Non-Disclosure
Legalee shall not disclose any of Client’s information to third parties, unless Legalee is required by a statutory or professional obligation to disclose the information.
Legalee shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves Legalee and the information can be of importance.
Client shall not disclose the contents of agreements, confirmations, offers, reports, advices or other expressions from Legalee, whether they are in writing or not.
Article 17 – Nullity
If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.
Article 18 – Conflicting Provisions
If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the agreement prevails.
Article 19 – Applicable Law
Article 20 – Competent Court
The Court of Amsterdam.