Terms & Conditions INCOUNSEL    

 Legal services / coaching / facilitation     

These Terms & Conditions are applicable as of 1 January 2025. The compact version is  followed by the full text.

Terms & Conditions INCOUNSEL – compact version 

Article 1 & 2 Parties and applicability

– INCOUNSEL is the Contractor, based in Amsterdam.

– The Client is the person or company that engages INCOUNSEL.

– These Terms & Conditions apply to all Assignments and Agreements between the Parties.

Article 3 Offer and Agreement 

– Quotations are valid for 14 days and without obligation.

– INCOUNSEL makes Quotations based on information provided by the Client.

– The Agreement is effective after the Client agrees and INCOUNSEL confirms it in Writing.

Article 4 Execution of the assignment

– INCOUNSEL performs the Assignment within the agreed time.

– The Client must provide all necessary information and materials on time.

– INCOUNSEL offers only legal services that do not require an attorney at law.

Article 5 Prices and Payment

– Fees will be determined by mutual agreement.

– Invoices must be paid within 14 days.

– Additional costs, such as travel expenses, will be charged if agreed upon.

Article 6 Liability

–  INCOUNSEL will make every effort to deliver the intended result, but cannot guarantee that.

– Complaints must be reported by Client within 1 month.

– INCOUNSEL is not responsible for damages caused by incorrect information from the Client.

– INCOUNSEL’s liability for damages is limited.

Articles 7 and 8 Force majeure and Termination

– In the event of force majeure, obligations are suspended.

– The Agreement may be terminated immediately in certain cases.

– Early termination or cancellation by the Client may still mean full payment.

– After 2 months without a response from the Client, INCOUNSEL may consider the Assignment as Completed.

Articles 9 and 10 Confidentiality, Applicable law and Disputes

– Both Parties keep information about the other party secret.

– Dutch law applies.

– In case of disputes Parties will always try to find an amicable solution.

– Otherwise, an arbitrator, or the applicable  judge in Amsterdam, will decide.

Article 11 Amendments

INCOUNSEL may change these terms. New rules also apply to existing Clients after 30 days.

Terms & Conditions INCOUNSEL – full text

Article 1. Parties and Definitions

– Contractor: INCOUNSEL, located in Amsterdam, registered with the Chamber of Commerce under number 8303900 as a sole proprietorship providing legal services, coaching, and facilitation, which renders services to multiple clients on a non-exclusive basis.

– Client: the natural person or legal entity that has commissioned the Contractor to perform work.

– Assignment: the work and/or services that the Contractor will perform for the Client.

– Agreement: a written agreement regarding the Assignment between the Contractor and the Client.

– Quotation: a written offer from the Contractor to perform an Assignment for the Client.

Article 2. Applicability

  1. These Terms & Conditions shall apply to all Assignments, Quotations and Agreements between INCOUNSEL and Client.
  2. Deviations from these Terms & Conditions are valid only if expressly agreed upon in writing per email or signed document (hereafter “in Writing”).
  3. If one or more part(s) of the provisions of these Terms & Conditions are null and void or annulled, the remaining provisions of these Terms & Conditions shall continue to apply. The Parties will then consult to agree on new rules to replace the void or nullified provisions, in which the purpose and meaning of the void or nullified provisions will be expressed as much as possible.

Article 3. Offer and Agreement 

  1. Any offer in the form of a Quotation is valid for up to 14 days, unless otherwise specified. 
  2. Any offer in the form of a Quotation is entirely and unconditionally non-binding and revocable, unless otherwise indicated in Writing. 
  3. Each offer is made carefully and is based on the information provided by the Client. If such information is found to be incorrect, INCOUNSEL shall be entitled to charge the Client for all additional costs, such as storage, travel or labor costs, as a result. 
  4. The Agreement of Assignment comes into effect after the Client has accepted an offer made in Writing and INCOUNSEL has confirmed acceptance in Writing. 

Article 4. Execution of the Assignment 

  1. INCOUNSEL shall execute the Assignment within the agreed period. This deadline is not fatal, which means that the Client must always give INCOUNSEL notice of default in Writing before proceeding with any remedy. 
  2. The Client undertakes to provide the necessary cooperation for the execution by INCOUNSEL. This includes, but is not limited to, providing any necessary information requested by INCOUNSEL as soon as possible but within a time limit set by INCOUNSEL.  
  3. Client shall provide INCOUNSEL in a timely manner with all necessary information that is or is reasonably believed to be necessary for the performance of the Assignment.
  4. Work on the Assignment shall be performed on the basis of the information provided by the Client. The damage, additional costs and additional fees resulting from the delay in the execution of the Assignment caused by the failure of the Client to make available the requested information, data and documents, on time or properly, shall be borne by the Client.
  5. Assignments shall be executed by INCOUNSEL for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed. 
  6. Client is aware that all Assignments of a legal nature are limited to services that do not involve(mandatory) representation by an attorney at law.

Article 5. Fees and Payment

  1. The offer was made by mutual agreement. By entering into the agreement, the parties consider the fees to be reasonable and fair. 
  2. Invoicing will take place as stated in the Quotation.
  3. Unless otherwise agreed, the client shall pay the fee(s) due in full to INCOUNSEL’s bank account within 14 days of receipt of the invoice. If after expiry of the agreed payment period, and a payment reminder, the payment is not made, INCOUNSEL is entitled to charge the extrajudicial collection costs.  
  4. Costs not included in the Quotation, such as travel or accommodation expenses, may be agreed, confirmed in Writing, and charged after consultation with the Client. All amounts due shall be increased by the sales tax due thereon. 
  5. Any objections to invoices must be notified to INCOUNSEL in Writing within 10 business days of receipt, failing which (or upon payment thereof) the Client shall be deemed to have accepted the invoice and may no longer object to it.  

Article 6. Liability  

  1. INCOUNSEL’s commitment consists of an obligation of best efforts. INCOUNSEL will make every effort to achieve the intended result, but can never guarantee it. 
  2. The Client loses its right to invoke an attributable breach of contract by INCOUNSEL if it has not reported it within 1 month after the Client has discovered or should have discovered it, and when the invoice for the relevant services has been paid.
  3. If in the performance of the Assignment an unexpected event, including an omission, occurs that leads to INCOUNSEL’s liability, INCOUNSEL shall only be obliged to repair by means of services, or if that does not provide a solution the Client shall be entitled to dissolve the Agreement. Dissolution does not cause entitlement to damages. 
  4. The liability of INCOUNSEL is limited to the amount recoverable under its professional liability insurance policy in the relevant case.
  5. Liability of INCOUNSEL shall at all times not extend to consequential damages and, except for intent or gross negligence, also not to property damage, intangible damages or lost profits. 
  6. INCOUNSEL shall not be liable for any damages, of whatever nature, resulting from its reliance on incorrect and/or incomplete data provided by or on behalf of the Client.

Article 7. Force majeure 

  1. Force majeure shall mean, in addition to what is understood in law and jurisprudence in this respect, all external causes, foreseen or unforeseen, which INCOUNSEL cannot influence. This shall include strikes, traffic disruptions, unforeseeable stagnation, disruptions in the supply of energy, transport difficulties, fire, loss or damage during transport and government measures. 
  2. During force majeure, INCOUNSEL’s obligations shall be suspended. If performance due to force majeure is impossible for more than one month, or there are other circumstances which make it disproportionately difficult for INCOUNSEL to fulfill its obligations, INCOUNSEL shall be entitled to terminate the agreement in whole or in part by notice to the Client and without judicial intervention, without any obligation to pay damages in such case. 
  3. If at the occurrence of force majeure INCOUNSEL has already partially fulfilled its obligations, it shall be entitled to invoice the part already delivered or performed separately, or in the case of advance payments, to credit part of it. 

Article 8. Termination of the agreement 

  1. INCOUNSEL shall be entitled to terminate the Agreement with the Client with immediate effect by Written notice without (further) prior notice of default if: a) Client ceases its business operations in whole or in part or otherwise liquidates and/or radically changes or transfers its business activities to a third party without prior written notice to INCOUNSEL; b) Client is granted suspension of payments (whether provisional or not) or Client is declared bankrupt.
  2. Article 7:408 Dutch Civil Code (early termination) is in principle excluded between the Parties. If the Client wishes to terminate the Agreement prematurely, it may still owe the entire (quoted) fee. In such a case, INCOUNSEL is released from its obligation to perform further services, but Client may be required to pay the amounts quoted. 
  3. In the case of an Assignment involving the provision of a defined service, such as the preparation of a legal document, the Assignment shall also be deemed to have been fulfilled (e.g. final delivery of the document) if the Client has not responded substantively to INCOUNSEL’s last communication for 2 months or more, e.g. after sending a draft. In that case, INCOUNSEL is no longer obligated to continue to complete the Assignment. In the case of a fixed price for the entire Assignment, Client shall owe the entire amount as would be the case upon full completion of the Assignment. In case INCOUNSEL resumes the Assignment, the Client may be liable for an additional fee to be agreed upon. INCOUNSEL can never be held responsible for the consequences of using a document that had not yet been finalized.  

Article 9. Secrecy

INCOUNSEL and Client mutually agree to maintain the confidentiality of information and data that is not freely available in the public domain.

Article 10. Applicable law and disputes

  1. All legal relationships between Contractor and Client are governed by Dutch law.
  2. The Parties will always try to reach an amicable solution through consultation or mediation.
  3. If an amicable solution has not been reached within 8 weeks of the dispute arising, the dispute will be settled by arbitration in accordance with the Netherlands Arbitration Institute (NAI). The place of arbitration will be Amsterdam. The language used in the arbitration proceedings is English or Dutch.
  4. In case an amicable solution is not possible, arbitration does not offer a solution or if         applicable law allows a dispute to be submitted directly to court, the dispute will be            submitted to the competent court in Amsterdam.

Article 11. Change conditions

INCOUNSEL reserves the right to amend or supplement these Terms & Conditions. Amendments shall also apply with respect to already concluded Agreements subject to a period of 30 days after notification to Client.

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