General Terms and Conditions
ARTICLE 1: DEFINITIONS
Agreement: means the agreement between Contract-up and its Customer in relation to the Services.
Contract-up: means the provider of Services under the GTC and the Agreement.
Customer: means the client of Contract-up under the Agreement and the GTC.
GTC: means these general terms and conditions of Services provided by Contract-up to its Customer under the Agreement.
Party: means individually Contract-up or the Customer.
Proposal: means Contract-up’s proposal to the Customer with regards to the Services, including detailed information about the nature of the Services and their price. The Proposal is part of the Agreement, along with the GTC.
Service(s): means the service(s) detailed in the Proposal and provided by Contract-up to its Customer under the Agreement and the GTC.
Website: means Contract-up’s website available at www.contract-up.com.
ARTICLE 2: APPLICABILITY OF THE GTC
The GTC apply exclusively to the Agreement and to any offer, quotation, Proposal or Service from Contract-up. Any other document from the Customer (e.g. without limitation, general terms and conditions of the Customer, etc.) shall be deemed not applicable.
The GTC may be amended from time to time by Contract-up and are available on the Website for consultation and printing for the Customer’s record or any other party.
The GTC can be requested by email to firstname.lastname@example.org.
ARTICLE 3: FORMATION OF THE AGREEMENT
The Agreement between Contract-up and the Customer is formed once the Customer has approved Contract-up’s Proposal in writing or by email.
The GTC are a fully integrated part of the Agreement.
ARTICLE 4: SERVICES
Contract-up drafts and reviews, on a best-effort basis and tailor-made to the Customer’s requirements, business contracts such as general terms and conditions, sales or service agreements, partnerships, non-disclosure agreements, privacy policies, etc., and provides on-demand legal advice and legal workshops.
ARTICLE 5: TERM AND TERMINATION
The term of the Agreement is specified on Contract-up’s Proposal.
In case of non-performance under the Agreement or the GTC, the complaining Party shall request in writing from the non-performing Party compliance with its obligations within a 30 (thirty) calendar days’ notice period. In case of inaction from the non-performing Party within this period, the complaining Party shall be entitled to terminate the Agreement immediately by written and without further notice period, without prejudice to Article 7 of the GTC and to any further liabilities.
To the extent allowed by the applicable law under Article 15 of the GTC, Contract-up is entitled to terminate the Agreement in case of bankruptcy of the Customer, or admission of the Customer to a statutory scheme of debt restructuring or insolvency (e.g. but not limited to judicial settlement, liquidation, etc.).
ARTICLE 6: PROPOSAL AND PRICES
Unless otherwise specified, a Proposal is valid for 30 (thirty) calendar days from the day it was sent to the Customer by Contract-up.
The prices of the Services, including any expenses if any, are stated on Contract-up’s Proposal and are increased by the applicable VAT.
In case of additional Services requested by the Customer, an additional Proposal with relevant financial conditions shall be sent to the Customer for approval according to Article 3 of the GTC.
ARTICLE 7: PAYMENT
Unless otherwise stated in the Proposal, the prices of the Services shall be paid according to the calendar defined in the Proposal, in two instalments as follows:
– 50 (fifty) % of the total amount of the Proposal including taxes along the Proposal’s approval by the Customer. This deposit enables Contract-up to start working on the Services;
– and the remaining 50 (fifty) % of the total amount of the Proposal including taxes once the Services are performed. This payment represents the final approval of the Services by the Customer.
Contract-up is entitled to withhold the performance of the Services under the Agreement until the payment has been made according to this provision.
If the Customer fails to pay on time for the Services, Contract-up reserves the right to charge statutory interests compounded to the extent allowed by the applicable law under Article 15 of the GTC.
ARTICLE 8: COOPERATION
The Customer shall inform Contract-up immediately of any fact or circumstance that may be of importance for and/or affect the performance of the Services.
The Customer shall provide in a timely manner all the correct and complete information and documents requested by Contract-up, in Contract-up’s working languages, for the performance of the Services.
For drafting and reviews’ Services, to avoid scattering and in a productivity purpose, Contract-up will allow the Customer to make two different feedbacks in time to Contract-up on the draft prepared, i.e.:
1) delivery of the first draft by Contract-up,
2) then first feedback of the Customer within 7 (seven) calendar days,
3) then review of this first feedback and updated draft by Contract-up,
4) then second feedback of the Customer within 7 (seven) calendar days,
5) then review of this second feedback and final updated draft by Contract-up.
It is up to the Customer to sum up all its comments within these two feedbacks. Any further comments/feedbacks/questions from the Customer will be subject to an additional Proposal according to article 6 of the GCT.
To protect Contract-up’s work, the Customer shall refrain from encouraging, directly or indirectly, any other party from copying or duplicating, whether totally or partially, the GTC, whether for their own account or not. The Customer shall immediately inform Contract-up if he becomes aware of such situation.
ARTICLE 9: FORCE MAJEURE
Contract-up shall be excused, without any liabilities, including under Article 11 of the GTC, from any performance of the Services, for any period of time, in whole or in part, in case of a force majeure event, such as illness, accident, power cut, severe weather conditions, fire, flood, earthquake, elements of nature, riots or civil disorders, etc.
If Contract-up is prevented from or delayed in performing any of its Services by a force majeure event, Contract-up shall promptly notify the Customer as soon as possible by telephone, to be confirmed in writing within five (5) calendar days, of the occurrence of the force majeure event, and state, in reasonable detail, the Services which are thereby delayed or prevented.
ARTICLE 10: COMPLAINT
If a Customer has any complaint regarding the Services under the Agreement, he shall immediately contact Contract-up at email@example.com, with a description of the complaint and all the relevant details, in order for Contract-up to be able to respond adequately, without prejudice to Article 7 of the GTC.
ARTICLE 11: LIABILITY
Contract-up shall provide the Services under the Agreement and the GTC on a best-effort basis.
To the extent allowed by the applicable law under Article 15 of the GTC, the total liability of Contract-up under the Agreement and the GTC shall be limited, all damages included, to twice the total amount excluding taxes actually paid by the Customer to Contract-up under the Agreement, with a maximum of 1,000 (one thousand) euros.
To the extent allowed by the applicable law under Article 15 of the GTC, in no circumstances shall Contract-up be liable for any indirect and/or immaterial and/or future damages, such as but not limited to, consequential loss or damage, indirect loss, loss of data, loss of earnings, forgone profits, missed savings, loss of opportunity, loss of business, etc.
ARTICLE 12: DISCLAIMER
Contract-up shall not be liable due to incompleteness or incorrectness of any information or document provided by the Customer.
Contract-up may, under the Services, provide the Customer with the contact details of other professionals (e.g. insurance company, etc.). The Customer is the only decision-maker on whether to contact these professionals and use their services. Therefore, Contract-up shall bear no liability whatsoever on behalf of these professionals, and in case of damage caused by one of them to the Customer, the Customer expressly agrees and undertakes to hold Contract-up harmless from any liability whatsoever.
The Agreement shall not be considered in any manner as an employment contract. The Customer is not the employer of Contract-up and Contract-up is not the employee of the Customer. The service is provided by Contract-up in total autonomy and independently, without any subordinate relationship whatsoever.
Contract-up shall not review the addendum to a contract, unless specified in Contract-up’s Proposal.
The Customer remains the sole master of its contracts, policies, codes or GTC’s content and Contract-up shall not be held responsible in case the Customer decides as such to alter them, to not follow Contract-up’s recommendations or if the Customer has not provided sufficient information to Contract-up on the nature of its activities or requirements.
It is the responsibility of the Customer to check and make sure beforehand, without infringing any third party’s rights, that he owns all the necessary property rights enabling him to use its business name, trade name, domain name, etc., as well as to make sure that he has obtained all the necessary authorisations, certifications, licences, etc. to perform its activity.
In order to perform the Services, Contract-up may have to know about the Customer’s insurance policies. It is up to the Customer to review its own insurance policies and make sure to inform Contract-up correctly on its insurance policies’ content. Contract-up will not review these policies as part of the Services provided.
ARTICLE 13: INSURANCE
Each Party declares that it has subscribed to the appropriate insurance(s) under the Services provided.
ARTICLE 14: PUBLICITY
To the extent allowed by the applicable law under Article 15 of the GTC, the Customer expressly agrees and undertakes in advance to authorise hereby Contract-up to mention the Customer’s business name/trade name and logo on the Website or through any other communication tool, in order to provide marketing content or advertisement for Contract-up.
ARTICLE 15: APPLICABLE LAW
The existence, validity, construction, interpretation, performance and termination of the GTC and the Agreement shall be governed in accordance with Dutch law.
ARTICLE 16: DISPUTE
To the extent allowed by the applicable law under Article 15 of the GTC, any disputes in connection with or arising out of the Agreement or the GTC that cannot be settled amicably shall be heard and any actions exclusively brought to the competent court having jurisdiction over Contract-up’s registered office at the time of the dispute.
ARTICLE 17: CONTACT
Contract-up is a sole proprietorship (‘’eenmanszaak’’) under the applicable law mentioned in Article 15 of the GTC. It is registered with the trade register (‘’Kamer Van Koophandel’’) under no. KVK 68927274 and with VAT/BTW no. NL634364352B01.
Contract-up is established in The Hague, The Netherlands and can be contacted by email to info@Contract-up.com or by phone on +31 (0)6 17 06 72 55.
ARTICLE 18: GENERAL PROVISIONS
In case any provision of the Agreement or the GTC is declared or become void or invalid, in whole or in part, whatever the reason, this shall not affect the remainder of such provision and the other provisions of the Agreement or the GTC, which will remain in full force.
In case of translation of the GTC, the translated version will only serve an informative purpose and will bear no legal value. Consequently, the present English version remains the reference version and shall always prevail if a discrepancy arises with a translated version.
The GTC or the Agreement can only be amended with the preliminary written consent of Contract-up.