Terms and Conditions
These Terms and Conditions are a legally binding agreement between you (hereinafter referred to as the Client) and LoudLaw (hereinafter referred to as Consultant, we, our or us). By using any of the services offered by the Consultant, either physically or as advertised on the (mobile) Website (the Services), you agree and acknowledge that you have read, understood, and unconditionally accepted all of the Terms and Conditions contained herein.
Latest update: 18 May 2021.
Article 1: Interpretation
Article 2: General Applicability and Amendment
Article 3: Performance of the Services
Article 4: Client obligations
Article 5: Fees and expenses
Article 6: Force Majeure
Article 7: Limitation of Liability
Article 8: Intellectual Property
Article 9: Confidentiality
Article 10: Penalty
Article 11: Data Protection
Article 12: Terms and Termination
Article 13: Complaints Procedure
Article 14: Applicable Law
Article 15: Counterparts
Article 16: Contact
Article 1 – Interpretation
- Agreement means any agreement, in whatever form, reached between the Consultant and the Client pursuant to which the Consultant agrees to render Services to the Client. This Agreement comes into force when the Client places an order through the Website, or when the Client otherwise accepts the applicability of these Terms and Conditions.
- Consultant means LoudLaw, the business established in the Netherlands under the business number 80904211, which offers the Services under these Terms and Conditions.
- Client is the party that engages the Services subject to these Terms and Conditions.
- Purchase Order means the document setting out the Services to be provided by the Consultant to the Client and the applicable fee(s).
- Offer means the offering of the Services for a reduced price or under other different conditions than those under which they are generally offered.
- Services mean the consultancy services as offered by the Consultant, which includes Corporate Social Responsibility (CSR)- and legal consulting, and specific consultancy services as may be agreed between the Consultant and the Client.
- Website means our website on www.loud-law.com, where the Services are advertised.
Article 2 - General Applicability and Amendment
- These Terms and Conditions apply to all Services offered by the Consultant, except where expressly indicated to the contrary.
- You may not use the Services nor accept these Terms and Conditions if you are not of legal age or have the required legal capacity to form a binding contract with the Consultant.
- The Agreement established between the Consultant and the Client is a business-to-business agreement for the Services. If you are a consumer, different terms will apply.
- The use of the Services requires the unconditional acceptance by the Client of the applicability of these Terms and Conditions. It is the responsibility of the Client to read and understand the Terms and Conditions prior to retaining any Services. If you do not agree to these Terms and Conditions, do not use the Website or any other of our Services.
- All terms and conditions used by the Client that are contrary to these Terms and Conditions are hereby rejected and therefore do not apply to the use of any Services by the Client.
- In the event that one or more of the provisions in these Terms and Conditions are found to be wholly or partially invalid, the remaining provisions will remain in force. The Consultant will formulate new provisions to replace the invalid provisions, whereby the scope of the original provisions will be carefully considered.
- The Consultant may unilaterally change these Terms and Conditions. The amended Terms and Conditions are immediately applicable to any Agreements entered into after the amendments have been implemented, and 30 days after the written announcement of the amendment to the Client for previously existent Agreements.
- By contracting on the basis of these Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and the Consultant, even if this is not expressly stated.
- Except as supplemented by additional terms and conditions, policies, guidelines or standards, these Terms and Conditions contains the entire legal understanding between the Consultant and you and supersedes any and all prior or written and/or oral understandings or agreements in relation to you access to and use of the Services.
- The Consultant and the Client shall act as independent contractors, and nothing herein shall suggest an agency, partnership, or employee/employer relationship for any purpose.
- The Agreement is personal to the Consultant and the Client and neither of them shall assign any of their right under this Agreement without the prior written consent of the other.
Article 3 – Performance of the Services
- The Client hereby expressly acknowledges that Consultant is a legal and corporate social responsibility consultant and that Consultant is not holding itself out to be a licensed attorney. This implies that there is no attorney-client privilege in the relationship between Consultant and Client, and that Consultant may not defend Client before a court of law.
- The Consultant shall complete the Services with reasonable skill, care and diligence in accordance with the Agreement.
- The Consultant shall use reasonable endeavours to meet any performance dates and milestones as may be specified in the Agreement, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
- The Consultant shall have the right to make changes to the Services to the extent necessary to comply with applicable law or similar requirements, or which do not materially affect the nature or the quality of the Services.
- If the Services as agreed need to be amended by the Consultant due to a change in circumstances, whereby that change cannot be attributed to the Consultant, the Consultant may make any such amendments to the Services as it deems necessary. Any costs arising from or related to this change of circumstances will be fully borne by the Client.
- The Client hereby acknowledges that the Consultant is not giving any guarantee of a particular result or outcome of the Services under the Agreement.
- The Consultant shall be entitled to engage subcontractors to perform the Services under the Agreement, either whole or in part. The Consultant shall have these third parties enter into relevant confidentiality obligations. The Client may request information regarding these subcontractors’ role and expertise.
- Offers are free of obligation, unless a period of acceptance is stated in the Offer. If the Offer is not accepted within this period, the Offer will expire.
- The Consultant cannot be held to its Offer(s) if the Client can reasonably understand that the Offer(s), or part thereof, contain(s) an obvious mistake or error.
- Offers do not automatically apply to the Client’s future use of the Services, unless parties have agreed so in writing.
- Subscriptions offered by the Consultant include a maximum number of hours of work per month. Any unused hours will not be transferred to the next month unless Consultant has expressly agreed thereto. If the maximum hours contracted for are not sufficient in any given month, the Client may request the Consultant to work on an hourly rate which the parties may agree on from time to time.
Article 4 – Client Obligations
- The Client will ensure that all data, tools and information, of which the Consultant has stated it is required for the performance of the Agreement, or of which the Client should reasonably understand it to be necessary for such performance, will be provided to the Consultant in a timely, complete and correct manner. If the information required for the implementation of the Agreement has not been provided as aforementioned, the Consultant has the right to suspend the implementation of the Agreement and/or to charge the Client the additional costs resulting from the delay, in accordance with the rates applied.
- The Client shall duly inform the Consultant of any fact and circumstances that may be relevant in connection with the execution of the Services.
- The Client shall guarantee the correctness, completeness, and reliability of relevant information provided to the Consultant.
- Where necessary to perform the Services, the Client shall provide the Consultant access to its premises, office, and other facilities as may be reasonably required by the Consultant.
Article 5 – Fees and Expenses
- Upon entering into an Agreement under these Terms and Conditions, and subject to the provisions of Article 2, the Client enters into a legally binding payment obligation. The Client shall pay the Consultant fees at the rate specified in the Purchase Order.
- Any prices displayed on the Website are specified in the currency which the Client selected as the preferred currency, and are based on prices in euros (€). All prices exclude the statutory VAT and other applicable taxes, except if explicitly stated otherwise. Typing errors and price changes are reserved.
- The Consultant reserves the right to increase its fee rates for ongoing Services, provided that such change cannot occur more than once in any 12-month period. If such increase is not acceptable to the Client, Client shall notify the Consultant in writing within 2 weeks of the date of the Consultant’s notice and the Consultant shall have the right, without limiting its other rights, to terminate the Agreement by giving 4-weeks’ notice to the Client. This section shall not apply if any price changes occur due to the expiry or offering of any Offer.
- The Client shall reimburse the Consultant for expenses that are reasonable and properly incurred. Where reasonably possible, the Consultant shall notify the Client prior to incurring these expenses.
- The Client shall pay each invoice submitted by the Consultant within 30 days of the date of the invoice, or before the first scheduled consulting session, whichever is the latest.
- If the Client fails to pay any invoice by the due date for payment, the Consultant may, without prejudice to any other rights:
i. suspend provision of the Services until payment in full (including interest where applied) is received; and/or
ii. charge, at its own discretion, interest on the sum outstanding at the statutory rate.
- If the Client remains in default for over 60 days, the Consultant will proceed to recovery. The costs related to these proceedings will be borne by the Customer. If the Customer is declared in default, Customer will be liable to the Consultant, in addition to the principal sum, statutory (commercial) interest, (extra) judicial collection costs, attorney’s fees, and possibly other damages.
- Unless agreed otherwise, the Consultant shall be entitled to be reimbursed by the Client for all reasonable traveling and lodging expenses properly incurred during the performance of duties under the Agreement and subject to production of such evidence as Client may require.
Article 6 – Force Majeure
- In the event of force majeure, there is no shortcoming attributable to the Consultant. Force majeure in these Terms and Conditions is understood to mean any circumstance independent of the will of the Consultant - even if it was foreseeable at the time the Agreement was concluded - which permanently or temporarily prevents fulfilment of the Agreement, and - to the extent not already therein included – war; danger of war; civil war; natural occurrences such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves, and floods; riot; strike; transport difficulties; computer malfunctions; power outages; a pandemic, epidemic or any other threat to public health; staff illness; and all external causes, foreseen or not foreseen, on which the Consultant does not have any influence. To the maximum extent permitted by applicable law, the Consultant shall not be liable for any compensation for any loss arising from force majeure.
- Failure to fulfil the Agreement by the Consultant in the event of force majeure is regarded as a circumstance not attributable to the Consultant and therefore does not entitle the Client to any refund, compensation, or to the termination of the Agreement.
- In the event of an impediment to the execution of the Agreement as a result of force majeure, the Consultant is entitled (without observing a period) to suspend, without judicial intervention, either the implementation of the Agreement or to dissolve the Agreement in whole or in part.
- If the period of force majeure has lasted longer than 60 consecutive days, the Client has the right to suspend the Agreement, without the Consultant being obliged to pay any refund or compensation for the damage that the Client suffers or has suffered as a result of that suspension.
Article 7 – Limitation of Liability
- To the maximum extent permitted by law, the Consultant makes no representations or warranties about the accuracy, correctness, quality, or completeness of any information provided on or through the Website.
- The Consultant is not liable for possible damage caused under these Terms and Conditions or under the Agreement, both by itself and by third parties, except in the case of intent, deliberate recklessness, or gross negligence on the part of the Consultant, provided that it has been demonstrated by the Client.
- The liability of the Consultant is at all times limited to (a) the maximum value of the Services performed in the 3 months prior to the damage occurring in the case of a subscription, or (b) the amount invoiced by the Consultant if the Client is purchasing a one-off Service.
- To the maximum extent permitted by law, the Consultant shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from: (a) your use or inability to use our Services or (b) any conduct of any party other than the Consultant itself.
- The Client indemnifies the Consultant against all claims from third parties for compensation of damage, including reasonable attorneys’ fees and costs. If the Consultant is held liable by a third party in relation to these Terms and Conditions and any Services performed under any Agreement, the Client is obliged to pay the Consultant all costs related to thereto, and the Client is obliged to take responsibility for the liability directly (inter alia) by notifying the third party that the Consultant is not liable, but that the Client is. If the Client fails to do so, this automatically creates a right to claim from the Consultant against the Client for the amount for which the Consultant is held liable.
- The Client is liable for all damage that the Consultant may suffer as a result of a failure attributable to the Client in the fulfilment of the obligations arising from the Terms and Conditions, due to wilful misconduct or gross negligence.
Article 8 – Intellectual Property
- “Intellectual Property Rights” shall mean all patents, inventions, models, copyright, trademarks, business and domain names, rights in design, rights in software, moral rights, and any other intellectual property rights, whether registered or unregistered. Any pre-existing Intellectual Property Rights of either party made available in connection with the provision of the Services shall remain vested in that party. The other party hereby receives a license to use those rights insofar necessary to perform or to enjoy the Services.
- All Intellectual Property Rights created in the course of the provision of the Services shall belong to the Consultant. The Client hereby receives a royalty-free, perpetual license to use those rights to enable the Client to benefit from the Services. All rights not expressly granted to the Client are reserved by the Consultant.
- Unless agreed upon otherwise in writing, the Consultant shall retain all rights and powers that accrue to it with regard to the Intellectual Property Rights in the works produced by it. The ownership of the works and the Services supplied by the Consultant, such as ideas, concepts, scripts, texts, images, illustrations, designs, and anything else created by the Consultant remains with the Consultant. The aforementioned elements that form part of the works produced by the Consultant may not be multiplied, reproduced, or modified without written permission.
- The Client is prohibited from reproducing, duplicating, copying, (re)selling, or exploiting any portion of the Services without the express written permission by the Consultant.
Article 9 – Confidentiality
- Parties are obliged to maintain the confidentiality of all confidential information that they receive from the other party or from another source in the context of the Agreement.
- Confidential information means any data or information that is not generally known to the public, including, but not limited to: client information, personal information, proprietary concepts, documentation, marketing strategies, operations, systems, reports, specifications, computer software, source code, object code, data, databases, processes, present or future business activities, business plans, technical information, pricing, sales estimates, improvement(s), formula, procedure, design, supplier profiles, supplier relationships, supplier lists, client relationships, client profiles, client lists, trade secrets, know-how, which the disclosing party considers confidential.
- The confidentiality obligation mentioned in the first paragraph of this article does not apply to information:
i. that at the time the recipient received this information was already public or subsequently became public without a breach by the receiving party of a duty of confidentiality imposed on the recipient;
ii. of which the receiving party can prove that this information was already in his possession at the time the other party provided it;
iii. that the receiving party has received from a third party whereby that third party was entitled to provide this information to the receiving party;
iv. that is made public by the receiving party as a result of a legal obligation.
- The obligation of confidentiality described in this article applies for the duration of this Agreement and will continue to exist after the termination, dissolution or completion of the Agreement.
- The Consultant will treat all personal information it acquires in the performance of its Services with the utmost respect and ensures that it is securely stored at all times.
Article 10 – Penalty
- If the Client fails to fulfil any of its obligations under Articles 8 and 9, it forfeits an immediately due and payable penalty of EUR €5.000 (five thousand euro’s) per breach and €500 (five hundred) for each day that such breach continues, without prejudice to the Consultant’s rights to claim specific performance and/or damages and without prejudice to the other rights that the Consultant may have by virtue of law or this Agreement.
Article 11 – Data Protection
- Both parties shall comply with all applicable requirements of the General Data Protection Regulation (EU 2016/679) and any amendment or replacement of it in force from time to time (the “Data Protection Legislation”).
- For the purpose of the Data Protection Legislation, the Consultant is the data controller and the Company is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
The Consultant shall, in relation to any personal data processed in connection with the performance by the Consultant of its obligations under this agreement:
- process that personal data only for the purposes of this agreement or on the Client’s written instructions;
- ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
- not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
i. the Company has provided appropriate safeguards in relation to the transfer;
- assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify the Client without undue delay on becoming aware of a personal data breach;
- at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this agreement unless required by applicable law to store the
personal data; and
- maintain records and information to demonstrate its compliance with these provisions.
Article 12 – Term and Termination
- The Agreement shall commence on the date these Terms and Conditions have been accepted and shall continue in full force and effect until the date as specified on the Purchase Order.
- Either party may terminate an Agreement prematurely without notice to the other party if:
i. the bankruptcy of the other party is pronounced;
ii. the other party applies for its own bankruptcy or suspension of payment;
iii. a substantial part of the other party’s assets is seized;
iv. the other party violates applicable laws or regulations, including (but not limited to) legislation relating to: criminal liability, fraud, misappropriation, (bankruptcy) fraud, bribery, or corruption.
- Due to the nature of the Services, the Consultant may terminate any Agreement at its sole and absolute discretion, upon giving 7 days’ notice to the Client, if the Client is involved in any major human rights-related scandal and fails to implement any of the Consultant’s instructions to mitigate the situation. Consultant may furthermore terminate the Services without notice if the Client provides false information or misleads the Consultant in any way about its operations, intentions, or connections to third parties.
- If this Agreement is terminated by the Consultant for reasons stated in Section 11.3, the Consultant shall only offer a refund of amounts paid if the Client has a payment subscription whereby the payment intervals are longer than monthly. Meaning that if the Client pays the Consultant the monthly fee, no refund will be made for the month in which the Agreement is cancelled, but if the Client pays a yearly fee, for instance, the Client shall be refunded for the subsequent months during which the Client shall receive no Services.
- On termination of the Agreement for any reason, the Client shall immediately pay to the Consultant any outstanding invoices, and for any Services performed for which no invoice has been sent, the Consultant shall submit an invoice which shall be payable immediately on receipt.
- Provisions herein which expressly or by implication survive termination shall continue in full force and effect.
Article 13 – Complaints Procedure
- Complaints about the implementation of the Agreement or these Terms and Conditions must be submitted fully and clearly to the Consultant within a reasonable time after the Client has discovered the defects.
- The Client must, in any case, give the Consultant four (4) weeks to resolve the complaint in mutual consultation.
Article 14 - Applicable law
- Only Dutch law applies to the legal relationship between the Consultant and the Client.
- The court located in the city in which the Consultant is seated is authorized (in the first instance) to take cognizance of any dispute between the Consultant and the Client, unless otherwise required by law.
Article 15 – Counterparts
- These Terms and Conditions shall be prepared and executed in English, and if translated into a language other than English for any purpose, this English version shall prevail in the interpretation of these Terms and Conditions.
Article 16 – Contact
- Questions about the Terms and Conditions can be sent to firstname.lastname@example.org.