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Article 1. Definitions

In the General Conditions, the following capitalized terms shall always have the following meanings:

  • Law Studio Bluem: the sole proprietorship Law Studio Bluem registered with the Chamber of Commerce, under Chamber of Commerce number: 84189959, VAT number: NL003925040B76, to be reached at email address: gwen@lawstudiobluem.com;
  • General Terms and Conditions: these present General Terms and Conditions of Law Studio Bluem, which can be accessed, inter alia, through the website: www.lawstudiobluem.com;
  • Client: the person who, or company that issues a particular order to perform work to Law Studio Bluem and which order Law Studio Bluem has accepted;
  • The Assignment: the work agreed upon in writing between Law Studio Bluem and Client, which sets forth the specifications and scope of Law Studio Bluem’s services, a so-called assignment agreement;
  • Parties: Law Studio Bluem and Client jointly referred to as.

Article 2. General

  1. Client declares that the General Terms and Conditions have been handed over by Law Studio Bluem prior to the commencement of the Assignment and that Client agrees with their contents. If the Client does not agree with (clauses of) the General Terms and Conditions, the Client will notify Bluem in writing at least before the start of the Assignment, after which the Parties will seek a suitable solution.
  2. The General Terms and Conditions apply to all Engagements and work performed or to be performed by or on behalf of Law Studio Bluem, including supplementary and follow-up assignments, and to all legal relationships of Law Studio Bluem with third parties, such as but not limited to the Client’s suppliers/collaborators, or other parties affiliated with the Client.
  3. The applicability of any general terms and conditions of the Client or any third party is expressly rejected in advance by Law Studio Bluem.
  4. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Civil Code is expressly excluded.
  5. Law Studio Bluem is free to unilaterally amend the General Terms and Conditions it applies. If the amendments have a significant impact on the cooperation with the Client, Law Studio Bluem will again provide the revised General Terms and Conditions to the Client. Otherwise, the revised version will be published on the website: www.lawstudiobluem.com.
  6. If one or more provisions of the General Conditions at any time wholly or partially void or destroyed, then the remaining provisions of the General Conditions remain fully applicable. Parties will and in that case enter into consultation in order to reach a replacement arrangement, whereby as much as possible the purpose and intent of the original provision are observed.
  7. The Engagement does not constitute or imply a partnership, joint venture, mediation, fiduciary/trusteeship, employment or other relationship between the Parties. The relationship of Law Studio Bluem to the Client is that of an independent specialized contractor, performing certain work on an independent basis and at its own discretion, at self-determined places and times. Nothing in the Engagement makes Law Studio Bluem an employee, worker, associate or partner of the Client, and Law Studio Bluem does not hold itself out as such.
  8. Unless otherwise agreed in writing between the Parties, the Parties shall not be entitled to assign the whole or any part of their rights and obligations towards each other to third parties. This provision has property law effect as referred to in Article 3:83 paragraph 2 of the Civil Code.

Article 3. The Assignment

  1. Law Studio Bluem will exercise the care of a good contractor in carrying out the Assignments given to it. The performance of Assignments is carried out exclusively for the benefit of the Client. Third parties or any companies affiliated with the Client cannot derive any rights from the content of the work performed by Law Studio Bluem.
  2. Law Studio Bluem always performs the Assignment and its work according to an obligation of effort and gives no guarantee regarding the results of the services, unless the Parties explicitly agree otherwise in writing.
  3. The Client undertakes to provide Law Studio Bluem with all necessary information and cooperation that Law Studio Bluem needs to perform the Assignment. Law Studio Bluem may suspend (part of) the work as long as the Client does not comply with the obligation in this provision. Law Studio Bluem will never be liable for any damage and/or delay caused by the Client’s failure to comply, to comply on time or to comply adequately with the information and cooperation obligation referred to in this article.
  4. If the Client provides the contents of the work performed for him by Law Studio Bluem to a third party, the Client is bound, vis-à-vis Law Studio Bluem, to inform such third party that such work was performed under the applicability of these General Terms and Conditions.
  5. If, in connection with the work assigned to Law Studio Bluem, third parties are to be engaged, Bluem Legal will, if and to the extent possible, consult with the Client in advance. If the Client agrees to the engagement of such third party, the Client authorizes Law Studio Bluem to accept any general terms and conditions stipulated by such third party on behalf of the Client. Law Studio Bluem shall not be liable for any failure, act or omission of such third party.

Article 4. Liability

  1. Law Studio Bluem is liable to the Client for direct attributable damages incurred by the Client as a result of the execution of the Assignment, to the extent such damages can be attributed to Law Studio Bluem. Liability is always limited to the amount paid by the Client to Law Studio Bluem in connection with the Assignment, or the part thereof, in direct connection with which liability has arisen, up to a maximum of €3,000 (in words: three thousand euros). If the Parties cooperate on the basis of a fixed monthly amount, a so-called “retainer”, Law Studio Bluem will be liable in full for this monthly amount paid by the Client, subject to the aforementioned maximum amount, regardless of the quantity of the claims raised by the Client.
  2. Law Studio Bluem shall in no event be liable for indirect or consequential damages – all forms of damage that do not directly result from an event caused by Law Studio Bluem, but are a derivative consequence thereof, including but not limited to loss of profits and sales, loss of reputation or claims from potential clients or other (affiliated) cooperation parties of the Client.
  3. The Client will indemnify Law Studio Bluem against all claims of third parties that are in any way related to the Engagement and work performed for the Client. The Client will indemnify Law Studio Bluem with respect to all claims, demands and legal actions that a third party may have against Law Studio Bluem at any time, including damages, costs and expenses that Law Studio Bluem suffers or incurs in connection with such claim, demand or legal action.
  4. The Client shall indemnify Law Studio Bluem against any and all claims by third parties arising from or related to the information, documents, materials, products or other data provided by the Client, including – but not limited to – infringement of intellectual property rights, inaccurate or incomplete information, or wrongful use of data. Client agrees to fully reimburse Law Studio Bluem for any damages, costs (including reasonable legal fees), penalties or other adverse effects suffered by Law Studio Bluem as a result of such claims.
  5. Without prejudice to the provisions of article 6:89 of the Civil Code, Law Studio Bluem’s liability and the Client’s right to compensation will expire if the Client has not held Law Studio Bluem liable within one (1) year after the Client has become aware or the Client should reasonably have become aware of the event leading to the proven liability.
  6. Not excluded is the liability of Law Studio Bluem for damages resulting from proven intent or deliberate recklessness on the part of Law Studio Bluem.

Article 5. Rates and payment

  1. Unless otherwise agreed, for the execution of an Assignment the Client shall owe the agreed fee in Euros, plus sales tax where applicable. The fee for the work performed by Law Studio Bluem will be determined on the basis of the number of hours worked, multiplied by the hourly rates charged by Law Studio Bluem. The number of hours spent will be rounded up per action, calculated in increments of six (6) minutes. In addition, if applicable, a fee for travel by car or public transportation will be charged to the client. Any other (incurred) expenses will be discussed and further agreed upon between Parties.
  2. Payment of invoices and bills by the Client must be made in full within 14 (fourteen) days of the invoice date. If payment is not made within this period, the Client will be sent a reminder of payment, subject to a period of another 14 (fourteen) days. If the Client fails to make payment after the expiry of the second term, the Client will be sent a final reminder, observing a period of 7 (seven) days. If no payment is made by the Client within the third term, then the Client will be deemed to be in default without further notice of default and Law Studio Bluem will be entitled to charge statutory interest and to take the measures it deems necessary to settle the outstanding payment. All (extra)judicial costs related to the collection of payments – with a minimum of 15% (fifteen percent) over the amount to be collected – will be borne by the Client.
  3. If previously agreed by the Parties, Law Studio Bluem is entitled to require the Client to pay an advance prior to the execution of an Assignment. Any advance payment received will be offset against the final invoice for the Assignment.
  4. The Client shall not be permitted to set off any claim against Law Studio Bluem against outstanding or future invoices, expense reimbursements or advances, unless the set off has been expressly agreed upon by the Parties in writing. Nor is suspension of payment obligations by the Client permitted.
  5. If invoices, agreed advance invoices or interim expense claims are not paid on time, in compliance with the three deadlines mentioned in Article 5.2, Law Studio Bluem will be entitled to suspend its work until full payment has been made, to the exclusion of any liability of Law Studio Bluem for any damage that may arise as a result.
  6. The rates agreed in the Order may be adjusted annually on January 1 based on inflation. The adjustment shall be made on the basis of the consumer price index figure published by Statistics Netherlands (CBS) for the most recent calendar year. The inflation adjustment shall be applied automatically, without further notice being required. If CBS no longer publishes the said index figure, an alternative figure as comparable as possible will be used.
  7. Law Studio Bluem is entitled once a year to redefine the hourly rates and travel expenses charged by it. If Law Studio Bluem applies this, the Client will be informed accordingly, subject to a reasonable period of time.

Article 6. Intellectual property rights

  1. The parties retain full ownership of the intellectual property rights they already possessed prior to the commencement of the Order. Nothing in the Assignment and the General Terms and Conditions serves to transfer or limit such existing rights. The Parties undertake to fully respect each other’s pre-existing intellectual property rights and not to perform any acts that might infringe thereon, except with the prior written consent of the entitled party.
  2. Unless expressly agreed otherwise in writing, all intellectual property rights to works, documents, advice, models, methods or other results developed or delivered by Law Studio Bluem in the context of the execution of the Engagement shall remain vested in Law Studio Bluem. The Client only acquires a non-exclusive, non-transferable and non-sublicensable right of use with respect to these results to the extent necessary for the agreed upon purposes. The Client is not permitted to reproduce, disclose or make these results available to third parties without the prior written consent of Law Studio Bluem.

Article 7. Force Majeure

  1. In addition to the provisions of Article 6:75 of the Civil Code, a failure on the part of Law Studio Bluem to fulfill an obligation to the Client cannot be attributed to Law Studio Bluem in the event of a circumstance beyond the Contractor’s control that hinders, in whole or in part, the fulfillment of its obligation to Law Studio Bluem or for which the fulfillment of its obligations cannot reasonably be expected of Law Studio Bluem. Such circumstances include, but are not limited to: non-performance by suppliers or other third parties, power failures, fire, computer viruses and hacks, strikes, transportation impediments, illness, work stoppages, government measures, terrorist attacks, riots, war, natural disasters, and panic and epidemics.
  2. When such a situation arises, Law Studio Bluem’s obligations will be suspended for as long as Law Studio Bluem cannot fulfill its obligations. When the aforementioned situation has lasted 30 (thirty) days or longer, the Parties will consult with each other about a joint solution. If such solution has not been reached within 7 (seven) days after expiration of the aforementioned period, the Parties will have the right to dissolve all or part of the Assignment in writing. Law Studio Bluem will in that case not be obliged to compensate any damage or costs.

Article 8. Secrecy

  1. Law Studio Bluem is obliged to treat confidentially any data provided by or on behalf of the Client and to keep information confidential from third parties not involved in the execution of the Assignment. At the Client’s request, the Parties may agree on an NDA. The duty of confidentiality does not apply insofar as Law Studio Bluem has a statutory or professional duty to disclose or the Client has released Law Studio Bluem from the duty of confidentiality.
  2. Both Parties undertake to keep confidential any confidential information received in connection with the Engagement and to use such information only for the purpose for which it was provided.
  3. The Client agrees to Law Studio Bluem’s use of digital means of communication and data storage services. Barring intent or gross negligence, Law Studio Bluem shall not be liable for any damages resulting from their use.
  4. If Law Studio Bluem processes personal data, such processing will take place in accordance with Law Studio Bluem’s privacy policy, which policy can be requested from Law Studio Bluem.

Article 9. Applicable law and dispute resolution

  1. All Assignments and work between the Parties and the associated General Conditions are subject to Dutch law. The Court of The Hague shall have exclusive jurisdiction to hear all disputes between the Parties.
  2. The General Conditions have been drawn up in Dutch and English. In case of any difference in content or tenor, the Dutch text shall be binding.
  3. The parties will only resort to the courts after they have made every effort to resolve a dispute by mutual agreement.

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