General terms and conditions of LegalMike 2024

1.Applicability

1. These general terms and conditions apply to every contract of assignment between a client and LegalMike, insofar as no different contractual arrangements have been agreed upon in writing between LegalMike and client.

2. By signing the contract of assignment or quotation, the client declares to have taken note of these general terms and conditions and to agree to them.

2. Definitions

In these general terms and conditions, the following definitions shall apply:
“LegalMike” means the private company with limited liability, Novitec B.V., having its registered office in Groningen and registered in the Trade Register of the Chamber of Commerce under number 90900375;
“AVG”: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation);
“assignment” means the oral or written agreement, whereby LegalMike undertakes to client to provide training and/or consultancy in the field of artificial intelligence;
“Client” means the person who grants LegalMike an assignment;
“person associated with LegalMike” means any employee, consultant, expert or other person employed by LegalMike, any subsidiary of LegalMike and any shareholder of LegalMike; “party(ies)”: LegalMike and/or client;
“Person” means legal or natural person;
“Confidential Information” means all information and technology provided by the parties to each other under the assignment in any form, including further specifications, figures, know-how, the contents of reports, opinions or other expressions of the parties, written or otherwise, including personal data within the meaning of the AVG. Confidential Information does not include information that (i) is already in or has become part of the public domain without being the result of breach of confidentiality obligations under the assignment and/or (ii) has been independently developed by the receiving party without reference to or use of Confidential Information.

3. Assignment

1. The order comes into effect as soon as the (i) written agreement signed by LegalMike and client or (ii) quotation setting out the order has been returned to LegalMike. If the order or quotation signed by client has not (yet) been received back by LegalMike, the order shall be deemed to have been concluded under the applicability of these general terms and conditions at the moment LegalMike has commenced performance of the order at client’s request.
2. If LegalMike has received an assignment together with another person, it shall only be liable for the fulfillment of those obligations which are expressly obligations of LegalMike. The effect of article 7:407 paragraph 2 of the Civil Code is excluded.
3. All work performed by LegalMike shall be carried out to the best of its knowledge and ability in accordance with the requirements of good workmanship. LegalMike’s (intended) activities are subject to an obligation of best efforts.
4. If, as a result of force majeure, LegalMike is unable to perform the order at the agreed time (for example, a training course or a workshop), the parties will consult and a new time will be agreed. Force majeure includes, but is not limited to: illness or death of a person associated with LegalMike, serious technical failures, non-performance of obligations by LegalMike’s suppliers, natural disasters, strikes, wars or threats of war and sudden government measures such as trade embargoes, lockdowns or unforeseen changes in relevant laws and regulations.
5. For assignments performed by LegalMike at client’s location, client shall provide office space and electronic means of communication that, in LegalMike’s judgment, are necessary or useful to perform the assignment.
6. The assignment shall be performed by LegalMike on the basis of information made available to LegalMike in the context of the assignment by client or third parties at client’s request, including conversations that LegalMike conducts with client or at client’s request with third parties. Client warrants that the information provided by client is accurate and complete.

4. Rate and billing

1. The principal owes LegalMike the agreed rate. If no rate has been agreed upon, the principal shall owe a rate according to LegalMike’s usual rates.
2. Costs incurred by LegalMike (such as travel and accommodation costs, registration costs and costs of persons not associated with LegalMike) shall be borne by the client insofar as this is apparent from LegalMike’s quotation.
3. The rate and costs payable by the client shall be increased by sales tax (VAT).
4. The client shall pay any invoice from LegalMike within fourteen (14) days from the date of the invoice.
5. Complaints or objections to the amount of invoices sent by LegalMike do not suspend client’s obligation to pay.

5. Engagement of third parties

1. In the performance of the order LegalMike may engage others than persons associated with LegalMike (such as consultants, experts and external advisors) insofar as this is desirable for such performance. The client will always be informed of this in advance in writing.
2. The client is bound by the terms and conditions that LegalMike agrees (in its own name) with others it engages.

6. Personal data

1. Terms defined in the AVG shall have the same meaning in this Article 6 as in the AVG.
2. Client shall only provide LegalMike with personal data necessary for the performance of the assignment. By providing personal data to LegalMike, client confirms that both the provision of these personal data to LegalMike and the order or request to LegalMike to process these personal data are in accordance with the AVG and client’s internal privacy policy.
3. Client complies with all requirements of the AVG that are incumbent upon Client, including the obligation to inform data subjects of the provision of their personal data to LegalMike and the processing thereof by LegalMike in accordance with the order.
4. The client shall indemnify LegalMike and persons affiliated with LegalMike against claims of third parties and other damages suffered by LegalMike or a person affiliated with LegalMike in connection with an unlawful processing of personal data in the performance of the order, to the extent that LegalMike has received such personal data from the client or on behalf of the client.
5. The parties shall inform each other without unreasonable delay as soon as they become aware of a breach in connection with personal data processed in the performance of the assignment.
6. The parties will consult with each other before making any reports of a breach to any regulator or data subjects.
7. The parties will inform each other without unreasonable delay as soon as they become aware of an investigation by a supervisor in connection with personal data processed in the performance of the assignment.

7. Confidentiality

1. LegalMike shall keep all confidential information completely confidential and shall not disclose it to any third party unless permitted under the agreed assignment or with the client’s consent. LegalMike will take every reasonable measure to ensure that persons associated with LegalMike do the same.
2. Clause 7(1) does not apply to the extent disclosure is required by law or a binding decision of a court or governmental body or, as far as LegalMike is concerned, to the extent disclosure is desirable in view of the performance of the assignment.
3. ALegalMike shall retain all written information and other data carriers in its possession pursuant to the assignment for a period of at least five years. At the end of that period, LegalMike may destroy documents without notice to the client.
4. LegalMike is entitled to mention the client’s name and outline of the work performed to (potential) clients as an indication of LegalMike’s experience.

8. Liability

1. LegalMike shall perform its work to the best of its ability, exercising the care that may be expected of LegalMike. If errors are made because the client or a third party provides LegalMike with incorrect or incomplete information, LegalMike shall not be liable for any loss resulting therefrom. LegalMike’s liability shall be limited to the amount equal to twice the fee for the order that client has paid and/or is still due for the specific work performed under the order from which the liability arises. This limitation of liability shall not apply if there is intent or deliberate recklessness on the part of LegalMike.
2. Any claim for damages shall expire one year after the day on which the client became aware of the damage and LegalMike’s liability therefor.
3. The professional liability of any person associated with LegalMike is limited to Section 8(1) above. Their other liability and the liability of other persons associated with LegalMike is excluded. This paragraph is an irrevocable third-party clause for the benefit of each person associated with LegalMike.
4. LegalMike shall not be liable for damages arising from any act or omission of others engaged by it.

9. Termination of assignment

1. The client may terminate the assignment at any time, but only by written notice to his contact person at LegalMike.
2. LegalMike may terminate the assignment upon fourteen (14) days’ notice, or with immediate effect if the client fails to pay an invoice within fourteen (14) days of the payment date, but always only by written notice to the client.
3. The parties may terminate the assignment without notice of default and without judicial intervention by written notice with immediate effect in whole or in part in the event that the other party is granted a moratorium on payment – provisional or otherwise – if bankruptcy is granted in respect of the other party or if its business is liquidated or terminated.
4. If the assignment ends, the client shall owe a reasonable fee for the work performed by LegalMike prior to the end of the assignment, and for any work that LegalMike may need to perform after that end in order to orderly terminate the assignment and possibly transfer it to the client or a third party. If the client wishes to terminate an assignment consisting of a training or workshop by LegalMike before the training or workshop has been performed by LegalMike, the client shall be required to pay LegalMike 50% of the total amount of the assignment. If the assignment is terminated by the client within a period of fourteen days prior to the agreed time at which the training or workshop is performed, the client shall be required to pay LegalMike 75% of the total amount of the assignment.

10. Other

1. If and insofar as, on the grounds of reasonableness and fairness or the unreasonably onerous nature thereof, no appeal can be made to any provision of the commission, the provision in question shall in any event be accorded a corresponding meaning, as far as possible, in terms of its contents and purport, so that an appeal can be made to it.
2. The provisions of the assignment, which are expressly or tacitly intended to remain in force even after termination of the assignment, shall thereafter remain in force and continue to bind both parties.
3. If these general conditions contain provisions that differ from the written agreement of the assignment and/or the quotation, the order of precedence shall be as follows: (i) written agreement of the assignment; (ii) the offer; (iii) these general terms and conditions.
4. Neither party may, during the execution of the assignment and within one year after the termination of the assignment, employ or negotiate with employees who are or have been involved in the execution of the assignment from the other party other than in consultation with the other party.

11. Governing law and forum

1. The assignment agreement and any non-contractual obligation arising out of or in connection with that agreement shall be governed exclusively by Dutch law.
2. The District Court of Northern Netherlands shall have exclusive jurisdiction to hear disputes arising under or in connection with the assignment contract, including disputes concerning the existence and validity thereof and non-contractual obligations.
3. Articles 11(1) and (2) shall apply mutatis mutandis to non-contractual obligations of persons associated with LegalMike arising out of or in connection with the engagement agreement. This paragraph is an irrevocable third-party clause for the benefit of any person associated with LegalMike.