TERMS AND CONDITIONS

Article 1 – Definitions

1. Guide-Lex: Guide-Lex, established in Amsterdam, Chamber of Commerce no. 80833357, VAT no NL003493618B61.
2. Client: the person (individual or business entity) with whom Guide-Lex has entered into an agreement for the performance of Guide-Lex services.
3. Parties: Guide-Lex and Client together.
4. Document: any hard- or soft copy of a document provided by Guide-Lex 
5. Services: review contract, draft contract, assess a situation from a legal perspective, finding legal solutions based on a legal document

 

Article 2 – Applicability

1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or documents by or on behalf of Guide-Lex. 
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Article 3 – Prices

1. All prices used by Guide-Lex are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
2. Guide-Lex is entitled to adjust all prices for its documents or services, shown in its shop, on its website or otherwise, at any time.
3. The price is calculated according to the actual working hours of Guide-Lex, valid for the period in which he carries out the work, unless a different hourly rate has been agreed
4. The price is the total amount for a service. This price is determined by Guide-Lex on the website. 
5. Guide-Lex may apply a discount  to the price of his services.  Prior to the application of such a discount,  Guide-Lex will disclose such a discount.
6. Guide-Lex has the right to adjust prices annually. 
7. Guide-Lex will communicate price adjustments to the customer prior to the moment the price adjustment becomes effective.
8. The client has the right to terminate the contract with Guide-Lex if he does not agree with the price increase.

Article 4 – Payments and payment term

1. Guide-Lex may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount. 
2. The client must have paid the full amount within 7 days after delivery of the service or document.
3. Payment terms are considered as fatal payment terms. This means that if the client has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Guide-Lex having to send the customer a reminder or to put him in default. 
4. Guide-Lex reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or documents. 

Article 5 – Consequences of late payment

1. If the customer does not pay within the agreed term, Guide-Lex is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Guide-Lex. 
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs. 
4. If the client does not pay on time, Guide-Lex may suspend its obligations until the customer has met his payment obligation. 
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the client, the claims of Guide-Lex on the customer are immediately due and payable. 
6. If the client refuses to cooperate with the performance of the agreement by Guide-Lex, he is still obliged to pay the agreed price to Guide-Lex.  

Article 6 – Waiver

The client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 7 – Settlement 

The client waives his right to settle any debt to Guide-Lex with any claim on Guide-Lex. 

Article 8 – Delivery 

1. Delivery of services or documents will be done by Guide-Lex by email, unless the parties have agreed upon otherwise.
2. Delivery of services or documents ordered online takes place at the email address indicated by the client. 
3. If the agreed price is not paid on time, Guide-Lex has the right to suspend its obligations until the agreed price is fully paid. 
4. In the event of late payment, the client is automatically in default, and hereby he cannot object to late delivery by Guide-Lex.
5. Actual delivery: the client must ensure that the actual delivery of the services and documents ordered by him, can take place in time 

Article 9 – Terms

1. Any term period specified by Guide-Lex is indicative and does not give the client the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
2. The performance of services starts once the customer has fully completed the (electronic) ordering process and received a (electronic) confirmation of his order from Guide-Lex. 
3. Exceeding the specified delivery period does not entitle the client to compensation or the right to terminate the contract, unless  the parties have agreed upon otherwise.

Article 10  – Transport costs 

Transport costs are on behalf of the client, unless the parties have agreed upon otherwise.

Article 11 – Packaging and shipping 

1. If the package of a delivered document is opened or damaged, the client must have a note drawn up by the forwarder or delivery person before receiving the document. In the absence of which Guide-Lex may not be held liable for any damage.
2. If the client himself takes care of the transport of a document, he must report any visible damage to the documents or the packaging prior to the transport to Guide-Lex, failing which Guide-Lex cannot be held liable for any damage.

 Article 12 – Guarantee

When parties have entered into an agreement with services included, these services only contain best-effort obligations for Guide-Lex, not obligations of results.

Article 13- Performance of the agreement

1. Guide-Lex executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 
2. Guide-Lex has the right to have the agreed services (partially) performed by third parties with whom Guide-Lex partners up.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the client. 
4. It is the responsibility of the client that Guide-Lex can start the implementation of the agreement on time with all the information provided by the client.
5. If the client has not ensured that Guide-Lex can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the client.

 Article 14 – Duty to inform by the customer 

1. The client shall make available to Guide-Lex all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
2. The client guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement. 
3. If and insofar as the client requests this, Guide-Lex will return the relevant documents. 
4. If the client does not timely and properly provide the information, data or documents reasonably required by Guide-Lex and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the client.

 Article 15 – Intellectual property 

1. Guide-Lex retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc. on its website, documents, services and social media platforms.
2. The client shall not copy or have copied the intellectual property rights without prior written permission from Guide-Lex, nor show them to third parties and / or make them available or use them in any other way.

 Article 16 – Confidentiality

1. The client keeps any received information (in whatever form) from Guide-Lex confidential.
2. The same applies to all other information concerning Guide-Lex of which the client knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Guide-Lex.
3. The client takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret. 
4. The obligation of secrecy described in this article does not apply to information: (i) which was already made public before the client heard this information; (ii) which later became public without being the result of a violation of the client’s duty to confidentiality; (iii) which is made public by the client due to a legal obligation. 
5. The confidentiality obligation described in this article applies for the duration of the agreement  between the Parties and after the end of it thereof. 

Article 17 – Penalties 

1. If the client violates the articles of these general terms and conditions about secrecy or intellectual property, then the client forfeits on behalf of Guide-Lex an immediately due and payable a penalty of € 1000 if the client is an individual and € 5000 if the client is a company, for loss suffered by each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues. 
2. No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article. 
3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Guide-Lex including its right to claim compensation in addition to the fine.

Article 18 – Claim by thrid-parties

The client indemnifies Guide-Lex against all third-party claims that are related to the documents and/or services supplied by Guide-Lex. 

Article 19 – Complaints

1. The client must examine a document or service provided by Guide-Lex as soon as possible for possible corrections.
2. If a delivered document or service needs to be modified with what the client could reasonably expect from the agreement, the client must inform Guide-Lex of this as soon as possible, but in any case within 7 days after the delivery date. 
3. The client must demonstrate that the corrections relate to an agreement between the parties.
4. The client gives a detailed description as possible of the corrections and wanted modifications, so that Guide-Lex is able to respond adequately. 
5. If a complaint relates to ongoing work, this can in any case not lead to Guide-Lex being forced to perform an entirely different work than has been agreed. 

 Article 20 – Giving notice

1. The client must provide any notice of modification of services to Guide-Lex in writing.
2. It is the responsibility of the client that a notice of modification actually reaches Guide-Lex (in time). 

 Article 21 – Joint and several Client liabilities

If Guide-Lex enters into an agreement with several clients, each of them shall be jointly and severally liable for the full amounts due to Guide-Lex under that agreement. 

 Article 22 – Limitation of liability 

1. Guide-Lex, its partners, affiliates and contributors to this website is never liable for any loss or injury,  or any damages whether breach of contract, tort (including negligence) resulting for the use of Guide-Lex website. Therefore, by using and visiting the website, you waive any and all such claims. Some States Statutes may restrict this limitation of liability. 
2. Guide-Lex is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
3. If Guide-Lex is liable, its liability is limited to the (part of the) invoice to which the liability relates.
4. All descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Article 23 – Dissolution

1. The client has the right to dissolve the agreement if Guide-Lex imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance. 
2. If the fulfillment of the obligations by Guide-Lex is not permanent or temporarily impossible, dissolution can only take place after Guide-Lex is in default. 
3. Guide-Lex has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Guide-Lex good grounds to fear that the customer will not be able to fulfill his obligations properly. 

 Article 24 – Force majeure

1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Guide-Lex in the fulfillment of any obligation to the client cannot be attributed to Guide-Lex in any situation independent of the will of Guide-Lex, when the fulfillment of its obligations towards the client is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Guide-Lex . 
2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages. 
3. If a situation of force majeure arises as a result of which Guide-Lex cannot fulfill one or more obligations towards the client, these obligations will be suspended until Guide-Lex can comply with it. 
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part. 
5. Guide-Lex does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

 Article 25 – Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly. 

Article 26 – Changes in the general terms and conditions

1. Guide-Lex is entitled to amend or supplement these general terms and conditions. 
2. Changes of minor importance can be made at any time. 
3. Major changes in content will be discussed by Guide-Lex with the client prior to any actual change.

 Article 27 – Transfer of rights

1. The client cannot transfer its rights deferring from an agreement with Guide-Lex to third parties without the prior written consent of Guide-Lex . 
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code. 

 Article 28 – Consequences of nullity or annullability

1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions. 
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Guide-Lex had in mind when drafting the conditions on that issue.

 Article 29 – Applicable law and competent court

1. Dutch law is exclusively applicable to all agreements between the parties. 
2. The Dutch court in the district where Guide-Lex is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Last update  on 27 January 2021.