Terms & Conditions of Business
Alessandro Mazzi Legal, from now on “AM Legal”, is a private company (zelfstandige zonder personeel) under Dutch law. The company’s stated purpose is to conduct a law practice, with a particular focus on Startups and small businesses legal advice.
These Terms & Conditions apply to all instructions given by a client to Alessandro Mazzi Legal and all legal relationships formed as a result of or in connection with those instructions. The applicability of the client’s general terms and conditions is hereby expressly excluded.
AM Legal will confirm the client’s instructions in an engagement letter, which describes the scope of the engagement. Where an engagement letter contains provisions that deviate from these Terms & Conditions, those deviating terms of engagement will prevail. AM Legal is not responsible for any advice or legal representation that falls outside the scope of the engagement as described in the engagement letter.
Legislation may change after an engagement has been performed. Unless expressly agreed otherwise in writing, AM Legal will not be required to give its client, or former client, notice of any such legislative changes.
Only AM Legal is deemed to have accepted and performed an engagement, even in cases where it is the express or implied intention for the engagement to be carried out by AM Legal.
Applicable legislation, governing law practices, requires of AM Legal that it: (i) establish the identity of each client on acceptance of an engagement; (ii) verify the absence of reasonable suspicion that the engagement serves to prepare, support, or conceal any illegitimate activity; and (iii) report any unusual transactions, whether intended or executed, to the competent authorities without informing the client. By signing the engagement letter, the client confirms to AM Legal that he or she is familiar with these rules and will supply all necessary information and documentation to AM Legal on first request.
Engagements are carried out exclusively for the client. Without the express prior written consent of AM Legal, no third party may rely on legal advice provided to a client and no such advice confers any rights on third parties.
The client authorises AM Legal for purposes of account management or otherwise to process personal and other data in connection with the engagement. The client also authorises AM Legal to communicate with the client and third parties by using current means of communication, including but not limited to email, phone calls and Skype calls.
To facilitate a proper performance of the engagement, the client agrees to always and promptly provide AM Legal with current, accurate and full information.
All information supplied by the client to AM Legal in the context of an engagement will be treated with strict confidentiality and will not be used for any purpose other than the engagement’s performance; this may on occasion involve disclosure to other parties.
Without prejudice to this duty of confidentiality, AM Legal may from time to time share confidential information with its professional indemnity insurer or a lawyer designated by that insurer or with AM Legal’s auditor/accountant, the client’s external auditor (if requesting a lawyer’s letter in the context of an audit with the client’s permission) or third parties, including supervisory authorities, if and when disclosure is required under any legislation governing law practices. AM Legal may also use personal data – including, if the client is a legal entity, the personal data of directors, other officers, ultimate beneficiaries, or owners – to check the creditworthiness or verify the identity of a client.
AM Legal is permitted to retain the services of third parties in carrying out an engagement and to accept the contractual terms governing the relationship with those third parties, specifically any limitations of liability. AM Legal may rely on any such contractual terms towards the client as far as it concerns the part of the engagement carried out by that third party. AM Legal will select third parties with all due care. AM Legal is not liable for errors or shortcomings by third parties in the performance of their part of the engagement. If AM Legal is nonetheless held liable by a court of law, its liability is limited to the amount of compensation which the client could have received from the third party concerned if the client had sued that third party directly.
Save in the event of gross negligence or intent on the part of AM Legal, the client indemnifies and holds AM Legal and all AM Legal Affiliated Persons harmless against any and all claims and actions asserted or filed by any third parties against AM Legal or a AM Legal Affiliated Person as a result of or in connection with Am Legal’s engagement by the client or its performance of that engagement. This indemnity also covers all losses and costs incurred by AM Legal or any AM Legal Affiliated Person as well as all legal fees reasonably incurred in that regard. The client agrees to reimburse AM Legal or a AM Legal Affiliated Person for these losses and costs on first demand.
Unless expressly agreed otherwise in writing, AM Legal will calculate the fees charged to the client on the basis of prices resulting from the Service page on the AM Legal website for certain Services or calculating the number of hours worked multiplied by the agreed hourly rate, also taking into account the mitigation and other factors generally applied in legal practice.
Expenses paid by AM Legal to third parties on behalf of the client (disbursements) will be charged separately. General office expenses, such as regular postage, costs of domestic telephone calls and electronic communications, as well as reasonable and customary costs of copying and creating documents, are included in the agreed hourly rate.
All amounts payable by the client, with the exception of tax-free disbursements, are subject to the applicable value-added tax (VAT) due.
AM Legal may ask the client to make advance payments from time to time to cover fees due to AM Legal as well as specific expenses paid or payable to third parties, Am Legal will give the client notice of any such expenses in advance.
Unless expressly agreed otherwise in writing, AM Legal will send bills for fees, costs, and disbursements on a monthly basis. Payment must be made within 14 days of the billing date, failing which AM Legal may claim legal interest on any outstanding amount as of the 15th day after the billing date without prior notice of default being required. If the client fails to pay a bill after the deadline for payment has expired, Am Legal may suspend its work on the engagement.
AM Legal may provide the client with a cost estimate if so requested. Cost estimates are given with due observance of applicable standards of reasonableness and due care, but they are not in any way binding except where agreed otherwise in writing.
Am Legal reserve all copyrights, database rights and other intellectual and other property rights in their work, including working documents, reports, opinions, and contracts.
AM Legal digitally archives all documents issued in the performance of an engagement. All digital document files (case files) are kept on archive for five years after completion of an engagement. The administrative case files (also in digital form) are kept on archive for seven years after completion of an engagement. Original documents (hard copies), such as documentary evidence, litigation papers, and correspondence, are supplied to the client after completion of the engagement or are destroyed with the client’s consent.
Any and all liability arising for AM Legal from or in relation to its performance of an engagement is expressly limited to the amount paid out to AM Legal under the terms of its professional indemnity insurance, plus deductible. If no such insurance money is paid for whatever reason, AM Legal’s liability is expressly limited to the amount of fees charged to the client in the relevant calendar year, subject to a maximum of EUR 1,000. All of the client’s claims and other rights expire one year after the day that the client becomes aware or should be aware of the existence of said claims and rights or, if earlier, two years after completion of the engagement.
Subject to the laws and regulations in force, including implementing rules or directions issued by a professional organisation or supervisory authority, Am Legal reserves the right to terminate an engagement, and cease to represent the client’s interests, if circumstances justify any such decision in Am Legal’s judgment, for example if a client fails to meet his or her obligations or becomes involved in insolvency proceedings, or if there is a conflict of interests which makes it inappropriate for AM Legal to represent the client’s interests, or if there is no longer a basis of trust and confidence between AM legal and the client.
The contract for services between the client and Am legal and all ensuing or related legal relationships that may be formed between them are governed by Dutch law. The provision of services by AM Legal is also subject to the Internal Complaints Procedure adopted by AM Legal. Any and all disputes between the client and AM Legal, including its directors and shareholders, or any of the Am Legal Affiliated Persons will be submitted exclusively to the competent court in Amsterdam.