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Terms & Conditions Jazz.legal BV

Version 5 July 2024

These Terms and Conditions apply to your relationship with Jazz.legal BV as a client, supplier, prospective client or prospective supplier.

Please read these Terms carefully, they govern what we expect from you and how we deal with you. Contact us if any provision of these Terms should be unclear. You can do so by e-mail at info@jazz.legal or by mail to Jazz.legal BV, Posthoornstraat 7 bus 11, 9300 Aalst, Belgium.

Contents:

  1. Definitions
  2. General
  3. Quotation
  4. Cooperation of the Client
  5. Delivery and acceptance
  6. Price and Payment
  7. Complaints
  8. Intellectual property
  9. Processing of personal data
  10. Confidentiality
  11. Liability and Exoneration
  12. Duration – Termination.
  13. Force majeure
  14. Conditions relating to Registration Services
  15. Conditions relating to In-house Assignments
  16. Publicity
  17. Applicable law and dispute resolution

 

1. Definitions

The following definitions apply in this document:

“In-house Assignments’’: assignments where Jazz.legal provides Legal Assistance or other assistance on-site at the Client’s office or at a location designated by the Client.

“Jazz.legal”: Jazz.legal BV, having its registered office at Posthoornstraat 7 bus 11, 9300 Aalst, Belgium and with corporate registration number 0739.729.918.

“Legal Assistance”: the provision of legal and legal-strategic advice, the performance of legal research, the conduct of negotiations concerning rights and legal disputes, the drafting of contracts, letters, formal notices and other legal documents and the preparation and delivery of training and presentations concerning or relating to legal services, as well as all related services.

“Client”: the natural or legal person who enters into, previously entered into or wishes to enter into an agreement with Jazz.legal to obtain professional services from Jazz.legal.

“Quotation”: any offer, proposal or quotation made by Jazz.legal to Clients, prospective Clients or former Clients.

“Registration Services”: the preparation, drawing up, filing, renewal and administrative follow-up of trademark, design, patent, copyright, plant variety right and domain name applications and registrations as well as availability and registrability assessment and monitoring of the abovementioned intellectual property rights.

“Standard Hourly Rate”: one hundred and sixty-five euros (€ 165.00) per hour excluding VAT, unless otherwise agreed.

“Terms and Conditions”: these Terms and Conditions of Jazz.legal, applicable in relation to the legal services, research services, administrative services and any related services provided by Jazz.legal.

 

2. General

These Terms shall apply to all Quotations, works, performances and agreements between the Client and Jazz.legal.

Any course of action in violation of these Terms and Conditions, even if committed repeatedly, does not entitle the Client to invoke it and is not a vested right on its part.

Any terms on Client’s order forms/invoices that derogate from these Terms and Conditions shall not apply to agreements concluded with and/or by Jazz.legal.

If these Terms and Conditions have been drafted or translated into a language other than Dutch, the Dutch version shall prevail.

In case one or more clauses or parts of these Terms and Conditions are deemed invalid or void in a legal or administrative decision or the decision of a judicial body, the remaining clauses and parts of these Terms and Conditions shall remain in full force.

Substantial amendments to these Terms and Conditions shall be made known to the Customer in writing (possibly by electronic means).

 

3. Quotation

Quotations made by Jazz.legal are without obligation until the order is explicitly confirmed in writing by the Client. Any Quotation is valid for thirty (30) calendar days from the date of issuance of the Quotation and automatically expires at the end of that period, unless otherwise specified in writing by Jazz.legal.

Quotations do not automatically apply to future assignments. A composite Quotation shall not oblige Jazz.legal to perform a portion of the assignment at a corresponding portion of the quoted price.

The contract between Jazz.legal and the Customer commences either at the moment that Jazz.legal accepts the assignment and the Customer accepts the quoted price; or when Jazz.legal commences the performance of the Legal Assistance at the request of the Client, if the latter is earlier.

 

4. Cooperation of the Client

The Client will cooperate in the execution of the assignment in the required manner. The Client will make all information, materials, software, components and documents necessary for the execution of the assignment available to Jazz.legal in a timely manner, even if this information, materials, software, components and documents must be provided by third parties.

Jazz.legal is not obliged to verify the information and documents provided by the Client, unless expressly agreed otherwise in writing or unless a legal obligation is incumbent on Jazz.legal.

The Client will inform Jazz.legal in a timely manner of any information or development that might have an impact on the Agreement.

No fault will attach to Jazz.legal or its appointees in case any fault and/or damage is due to incorrect or incomplete information and data supplied by the Client.

 

5. Delivery and acceptance

Agreements to which these Terms and Conditions apply are best efforts agreements on the part of Jazz.legal. Any stated deadline or period of execution is provided as an approximation and for information purposes only. No delay shall give the Client the right to annulment of the agreement to the detriment of Jazz.legal, nor to any compensation.

The Client authorizes Jazz.legal to engage (foreign) agents to perform the agreements existing between the Client and Jazz.legal. The costs of these agents shall be borne by the Client. The Client acknowledges being bound by the terms and conditions or other sale conditions of these agents.

The scope of the assignment may be extended by mutual agreement. If such an extension results in additional work, Jazz.legal will inform the Client and the additional costs will be billed to the Client.

Opinions or recommendations, provided by Jazz.legal to the Client as part of the agreement, are not a guarantee for predicted future events relating to situations, facts and legal frameworks as they apply at that time.

The Client remains responsible for deciding to what extent to rely on, and implement, the Legal Assistance provided by Jazz.legal.

 

6. Price and Payment

All prices are expressed in Euros, unless otherwise is indicated. All prices are exclusive of VAT and/or other taxes and fees, unless otherwise is indicated. Increases in VAT rates, taxes or fees after the conclusion of the agreement may be passed on to the Client.

The Jazz.legal prices, as specified in the Quotation, are established on the basis of the rates, official rates, wages and social charges in force at the date of the drafting of the Quotation. They can always be indexed by Jazz.legal, even without the prior agreement of the Client, if market prices or the parameters used to calculate them have increased by at least 5% at the time of invoicing. The revision is made on the basis of the formula: New price = Base price * (0.2 + 0.8 * (New index/ Initial index)). To which the following definitions apply:

  • Base price: price at the commencement of the Agreement.
  • Initial index: the indexation based on PC 200, of the month preceding the signing of the Agreement.
  • New index: the same reference wage cost of the month preceding the date of indexation.

Additional work is charged at the Standard Hourly Rate. Additional work may be proven by any legal means.

Payment must be made within seven (7) calendar days of the invoice date, unless explicitly stated otherwise in writing.

In the case of full or partial non-payment by the Client-enterprise, within the stipulated period, interest at the rate of 8% per annum shall be payable by law from the due date without prior notice of default. In this case, without prior notice of default and by operation of law, a fixed compensation is payable amounting to 10% of the invoice amount with a minimum of:

  • 70.00 euro if the net invoice amount to be paid doesn’t exceed 250.00 euro;
  • 175.00 euro if the net invoice amount to be paid is between 250.00 euro and 750.00 euro;
  • 350.00 euro if the net invoice amount to be paid is between 750.00 euro and 2.000.00 euro;
  • 750.00 euros if the net invoice amount to be paid exceeds 2,000.00 euro.

In case of full or partial non-payment by the Client-consumer within the stipulated period, interest at the rate of 8% per annum shall be due from the due date. In this case, a fixed compensation shall be due as well, namely:

  • 20.00 euro if the net amount payable does not exceed 150.00 euro;
  • 30.00 euro plus 10% of the amount due if the net amount payable is between 150.00 euro and 500.00 euro;
  • 65.00 euros plus 5% of the amount due if the net amount payable is above 500.00 euros and up to a maximum of 2000.00 euros if the net amount payable is above 500.00 euros.

In the case of the Customer-consumer, this will be applied after sending a notice of default that takes the form of a first reminder and after the expiry of a 14-day period starting from the third working day after sending the reminder.

The Client shall not be entitled to set-off costs against Jazz.legal.

All complaints regarding invoices must also be made by registered letter within eight (8) calendar days of the invoice date at the latest. Any complaint outside of this period shall be considered late. The investigation by Jazz.legal of a late complaint can never be considered as a renunciation of the right to invoke the late complaint.

 

7. Complaints

Complaints regarding the services provided cannot be accepted if they are not received in writing by Jazz.legal within eight (8) calendar days of delivery. Hidden defects should be reported within a short period after their discovery.

Complaints regarding the services provided do not suspend the Client’s obligation to pay.

In the case of insolvency or threatened insolvency, Jazz.legal reserves the right not to execute the agreement unless a deposit, sufficient to cover the cost, is specifically consigned in favor of Jazz.legal.

 

8. Intellectual property

The Client expressly acknowledges the full ownership by Jazz.legal of the brand name Jazz.legal, Benelux trade mark registration n° 1408574, Jazz.legal, EU trade mark registration n° 018579037, the trade name Jazz.legal, the domain name jazz.legal and the copyright and other intellectual rights in the name Jazz.legal, the logos and other graphic branding of Jazz.legal and the content of the website https://jazz.legal.

All information and data provided remain the property of Jazz.legal or its legal successors and cannot be used except with the written permission of Jazz.legal. The provision of information and data to the Client implies only the right of internal use by the Client, except where otherwise explicitly agreed in writing.

 

9. Processing of personal data

Jazz.legal will process any personal data, in accordance with the provisions of the agreement, applicable regulations and Jazz.legal’s Privacy Policy.

 

10. Confidentiality

Jazz.legal and its appointees will treat all information and documents obtained from the Client as confidential in accordance with applicable regulations and professional confidentiality.

The Client accepts that the results of the agreement will be communicated solely for the benefit of the Client and for the Client’s own use. Third parties are not allowed to rely on these results.

 

11. Liability and Exoneration

Jazz.legal can only be held liable for direct damage.

Except in the case of intent, fraud or deceit on the part of Jazz.legal or its appointees, Jazz.legal shall not be liable for:

  • Damage resulting from any fault of Jazz.legal or its appointees;
  • Loss, theft, loss of value or damage to any materials, equipment, means of transport or works entrusted to Jazz.legal by the Client;
  • Accidental or indirect damage that would be caused by the services provided by Jazz.legal or the related information and/or documentation;
  • Any other damage not directly and immediately caused by an error of Jazz.legal, including:
    • communication costs
    • loss of revenue, loss of clientele
    • claims from third parties
    • loss of data
    • damage and/or defects due to materials or information provided by the Client or third parties.

For direct damage, and only if reparation in kind is not possible, Jazz.legal’s liability to the Client and to third parties shall never exceed the amount paid by the Client for the specific service that caused the damage.

 

12. Duration – Termination.

In the case of unilateral termination by the Client, Jazz.legal shall be entitled, except in the case of force majeure as described in Article 13, to a compensation of 20% of the total amount of the planned works and/or deliveries unless Jazz.legal can demonstrate higher actual damage. The same compensation in favor of the Client will be provided if Jazz.legal unilaterally terminates the agreement.

Any dissolution (‘ontbinding’) by the Client will only have consequences from the date of the notice of termination.

 

13. Force majeure

All strikes, technical failures, pandemics, traffic stagnation, permit requirements and other legal and administrative requirements and all adverse weather conditions that directly or indirectly prevent the normal performance of the works shall be considered cases of force majeure and shall extend the performance of the contract for their duration.

 

14. Conditions relating to Registration Services

The fees payable to intellectual property offices (such as the EU Intellectual Property Office, the Benelux Intellectual Property Office and the World Intellectual Property Organization) for Registration Services are those due at the time the Quotation is drawn up. These may change, among others as a result of changing exchange rates.

 

15. Conditions relating to In-house Assignments

The Client undertakes to provide Jazz.legal’s appointees, charged with the execution of In-house Assignments, during the agreed hours and according to the standard access rules of the Client or the designated location, with access to all offices, (online) areas, installations and resources necessary to enable Jazz.legal to perform the services as required. If the Client fails to comply with these obligations, the term of the agreement will be extended by the period necessary to obtain the relevant access(es).

 

16. Publicity

Jazz.legal will have the right to publicize the existence of the agreement with the Client as a commercial reference.

 

17. Applicable law and dispute resolution

All Quotations and agreements shall be governed by Belgian law.

All disputes arising from this agreement will be submitted to the courts of the registered seat of Jazz.legal.