TERMS & CONDITIONS

These Terms & Conditions will apply to services rendered by SAIGO LEGAL B.V. [hereinafter referred to as ‘Contractor’]

Article 1. Definitions

1. Activities: All that must be performed by the Contractor for the Client in accordance with what has been agreed on and accepted by the Contractor, including any and all additional and related tasks the Contractor has to perform.
2. Assignment/Agreement: Legal contract in which the Contractor undertakes to perform activities on behalf of the Client.
3. Client: Natural or Legal Person (or group of entities or Joint Ventures) that has given the order to the Contractor to perform all necessary activities on their behalf, as previously agreed upon.
4. Documents: All the information or data the Contractor has provided the Client with, whether or not contained by material or immaterial carriers and whether or not placed with third parties, and all information manufactured in connection with the execution of the Assignment / Agreement by the Contractor or collected data, and all other information of any relevance to the execution or completion of the Assignment / Agreement, whether or not contained in material or immaterial carriers.
5. Employee: A natural person employed by or associated with the contractor, whether under an employment agreement or not.
6. Visitor: Refers to any natural or legal person that visits the SAIGO LEGAL website, regardless of whether they establish contact with SAIGO LEGAL B.V. or not.
7. Website: The SAIGO LEGAL B.V. website, accessible on saigolegal.com

Article 2. Terms of Use & Applicability

1. All clauses contained in these Terms apply to all offers, quotations, meetings, orders, legal relationship(s), and agreements, under any name, which the Contractor provides or undertakes, or agrees to undertake, on behalf of a Client(s), and to any subsequent work performed in relation to the former by the Contractor.
2. All clauses contained in these Terms apply to the use of the website of SAIGO LEGAL B.V.
3. Deviations from and additions to these Terms & Conditions are only valid if they have been expressly agreed upon in writing, e.g., in a (written) agreement or confirmation.
4. If any of these terms and conditions are in contradiction with the terms and conditions of a confirmed order, the terms of such confirmed order shall prevail.
5. Interpretation of the Terms & Conditions of SAIGO LEGAL B.V. by the Client are expressly rejected by the Contractor.
6. These Terms & Conditions are construed and governed in accordance with Curaçao Law.

Article 3. Details of the Client

1. Client has the obligation to provide all documents which the Contractor considers necessary for the legally correct operation and performance of the Agreement in the preferred construction, manner, or form, and in a timely manner. Contractor determines at all times what is meant by preferred construction, manner, or form.
2. Client guarantees the accuracy, legality, completeness, and reliability of the Documents provided, even if they originate from third parties, provided that the nature of the Contract dictates otherwise. Any suspicion by the Contractor on the veracity and authenticity of the provided documents may be subject to reporting to relevant authorities if forged or false legal documents are encountered by the Contractor.
3. Contractor has the legal right to suspend the performance of any activities in the Agreement until Client has complied with the obligations under the first and second paragraph.
4. The Client will indemnify the Contractor for any damage resulting from incorrect, incomplete, false, forged, expired, or sanctioned documents.
5. All additional costs, damages or extra hours incurred by the Contractor as consequence of the failure to provide required Documents in an adequate or timely manner, are on the account of the Client. Contractor carries no liability for the non-performance or incorrect performance of the activities under this article by the Client.

Article 4. Use of Website

1. By using the Website, and by establishing a contact with SAIGO LEGAL B.V., the visitor expresses their intention to be bound by these terms and conditions, which are immediately applicable and enforceable.
2. Visitor acknowledges that prior to using the Website, and prior to establishing contact with SAIGO LEGAL B.V., they have had the opportunity to review these terms and conditions with legal and any other advisors of their choice and is fully aware of the binding effect and consequences resulting from these terms and conditions.
3. If the Visitor disagrees with these terms, in part or in full, they are advised to not use the website and will proceed further at their own risk.
4. Transmission and receipt of information contained on the website, in whole or in part, or communication with SAIGO LEGAL B.V., via the internet or email through the website does not constitute or create a lawyer-client relationship between SAIGO LEGAL B.V. and any recipient. Visitors should not send any confidential information in response to this webpage. Such responses will not create a lawyer-client relationship, and all information disclosed to SAIGO LEGAL B.V. will not be privileged or confidential unless Contractor has agreed to act as your legal counsel and Client has fully executed a written engagement agreement.
5. Any breach of these terms will result in the revocation of Visitor’s right to use the website, with the Visitor having to, at the discretion of SAIGO LEGAL B.V., return or destroy any copies of the material obtained in breach of these terms.
6. The information contained on the Website is provided for informational purposes only and should not be construed or interpreted as legal advice on any matter. Visitors are advised against relying on the information published on this website, without first obtaining professional and specific legal advice, as the information on this website does not take account of individual circumstances and may not reflect recent changes in the law.
7. Visitors must not misuse the website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. Visitors must not attempt to gain unauthorized access to the website, the server on which the website is stored, or any server, computer or database connected to the website.
8. You must not attack our website via a denial-of-service attack or a distributed denial- of service attack.
9. By breaching this provision, you would commit a criminal offence under the Computer Crime Act III (Wet Computercriminaliteit III). In the event of any breaches, it will be reported to the relevant law enforcement authorities and SAIGO LEGAL B.V. will co- operate with those authorities by disclosing the visitor’s identity to them. In the event of such a breach, your right to use our website will cease immediately.
10. SAIGO LEGAL B.V. reserves the right to determine, in its absolute discretion, whether a visitor’s use of our website is unacceptable, and, in this event, SAIGO LEGAL B.V. may take such action as is deemed appropriate.
11. The visitor agrees that material(s) downloaded or otherwise accessed through the use of the website is obtained entirely at the user’s own risk and that the visitor will be entirely responsible for any resulting damage to software or computer systems and/or any resulting loss of data, even if such loss and damage was reasonably foreseeable and we had been advised of the possibility of the same.
12. SAIGO LEGAL B.V. will not be liable for any loss or damage caused by a distributed denial of service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the website, or to your downloading of any material posted on it, or on any website linked to it.
13. Our technical team aims to ensure that the website is available 24 hours a day but cannot guarantee this and will not be liable if for any reason the website is unavailable at any time or for any period. Access to the website may be suspended temporarily and without notice in the case of system failure, maintenance, or repair, for reasons beyond our control or any other reason we consider to be appropriate in the circumstances. SAIGO LEGAL B.V. bears no liability in respect of any such suspension, or if for any reason our website is unavailable at any time or for any period.
14. The responsibility lies with the Visitor for making all arrangements necessary to have access to the Website. Similarly, it is the Visitor’s responsibility to ensure that all persons who access the Website through the visitor’s internet connection are aware of these Terms of Use, and that they comply with them.
15. Intellectual property rights (including, without limitation, copyright trademarks and other intellectual property rights) in all material on the website (including, without limitation, logos, designs, text, images, and other materials) are owned by or licensed to SAIGO LEGAL B.V. or appear with the permission of the relevant owner. Those works are protected by copyright and trademark laws on both the national and European levels. All such rights are reserved.
16. Use of the materials on this website is limited as set out below:
    1. Visitor(s) are permitted to display the pages of the website and print a reasonable number of unmodified copies of any of the pages of the website for their personal reference and your own, non-commercial use
    2. Visitor(s) will not copy, adapt, exploit, or otherwise use the content on the website in any way, save for the downloading and temporary storage of one or more of these pages other than for the sole and exclusive purpose of viewing on a personal terminal, or drawing the attention of others to material posted on our website.
    3. Visitors are not permitted to use any part of the materials on our website for commercial purposes without obtaining a license from us or our licensors.
    4. Except as expressly permitted under copyright law, any other copying, modification, reproduction, permanent storage, repackaging, distribution, transmission, or commercial exploitation of any of the material on the website by any means without our prior written consent is prohibited. This applies to both the visual content of the website and the source code.
    5. Visitor’s may not change or delete any author attribution, trademark, blueprints, or copyright notice. Printing or displaying the website will not constitute acquisition of any rights in it.

Article 5. Variation of Terms, Accuracy & Updates

1. SAIGO LEGAL B.V. reserves the right to modify these terms at its discretion by changing or updating them. SAIGO LEGAL B.V. is under no obligation to inform client/visitors of such changes, who are expected to, and agree to occasionally consult this page and take note of any changes made, as they are binding. SAIGO LEGAL B.V. will nonetheless engage in sending a notification informing clients of any changes to these Terms & Conditions.
2. SAIGO LEGAL B.V. reserves the right to have some of the provisions contained herein be superseded by provisions, notices or amendments published elsewhere on the website, if applicable.
3. The content of the website is at all times subject to revision and will occasionally be updated as deemed necessary. SAIGO LEGAL B.V. makes no express or implied conditions, warranties, terms or representations regarding quality, accuracy or completeness of the information contained therein.
4. SAIGO LEGAL B.V. is not liable for any technical, editorial, typographical, or other errors that may manifest on the website.

Article 6. Contract Performance

1. Contractor will perform the Assignment to the best of his ability and with due observance of the applicable laws and (Professional) regulations.
2. Contractor will determine the manner in which the Contract will be executed and by which employee(s)
3. Contractor is entitled to commission or delegate activities to a third party designated by the Contractor.
4. Client shall provide full cooperation to the obligations of the Contractor under the applicable (Professional) regulations
5. Client is aware that the obligations of the Contractor include, but are not limited to:
   1. Under applicable laws and (Professional) regulations it may be required during the execution of required activities for the performance of an Assignment to report transactions to the appropriate government authorities
   2. Under applicable laws and (Professional) regulations in certain situations, a fraud alert may be conducted to the relevant authorities.
   3. Under applicable laws and (Professional) regulations may require investigating the (identity) of the Client
   4. Contractor excludes and rejects any liability for damage bearing any causal link to the compliance by SAIGO LEGAL B.V. in conducting required activities under applicable laws and (Professional) regulations.

Article 7. Intellectual Property

1. Execution of the Assignment by the Contractor does not imply that intellectual property rights vested in the Contractor will be transferred. All intellectual property rights that arise during, or result from the execution of the Assignment belong to the Contractor
2. Client is expressly forbidden to make products containing intellectual property of the Contractor, or products covered by intellectual property rights that the contractor has acquired usage from - included in this are at least, but not exclusively: computer programs, system designs, procedures, advice, (model) contracts, reports, templates, macros, and other intellectual products.
3. Client is not permitted to extend the products named in the above paragraph to third parties without the prior written consent of the Contractor unless it’s primary cause is to obtain an expert opinion on the performance of the Work by the Contractor. In such instances, the client must promptly inform SAIGO LEGAL B.V. prior to extending such products to third parties, in addition to imposing its obligations under this article to third parties engaged by the Client.

Article 8. Force Majeure

1. If the parties’ obligations under the agreement cannot be promptly or properly performed due to force majeure within the meaning of Art. 2:65 BW (Dutch Civil Code), those obligations will then be suspended until the parties are able to fulfil them in the agreed manner
2. If the situation referred to in the first paragraph occurs parties have the right, in writing, to terminate the agreement in whole or in part with immediate effect, though without the right to any compensation

Article 9. Fees and Costs

1. Work carried out by the Contractor on basis of time spent and costs incurred will be charged to the Client. Payment of the fee is completed in beforehand to performance of the Assignment and does not depend on the result of the work, unless agreed otherwise.
2. Additional fees or expenses incurred by the Contractor and third parties engaged by the Contractor will be charged to the Client, unless agreed otherwise.
3. Contractor is entitled to request an advance payment.
4. If, after the conclusion of the Agreement, but before the Assignment has been completed, fees or prices change, Contractor agrees to adjust the rate accordingly
5. Sales tax required by law will be charged separately on all amounts that have to be paid, unless agreed otherwise.

Article 10. Payment

1. Upon provision of a Pro Forma or Numbered Invoice, Client must pay the amounts due to the Contractor, without the Client being entitled to any deduction or set-off, within 14 days after the invoice date, unless otherwise agreed. The payment date is the day of payment as is prescribed by Contractor’s invoice.
2. If the Client fails to pay within the period mentioned in the first paragraph, Client is legally in default and shall be liable for the statutory (commercial) interest charged at that point, in accordance with applicable laws.
3. If Contractor is not paid within the period mentioned in the first paragraph, Client is liable for all judicial costs (damages) incurred by the Contractor and extrajudicial (collection) costs. The reimbursement of costs incurred by the Contractor is not confined or limited to any amounts established by the Court.
4. In the case of jointly granted Assignments, all Client(s) involved are individually liable for the full payment of the invoice amount, interest(s), and costs.
5. If, in the opinion of the Contractor, the financial position or payment behaviour of the Client gives reason to do so, or if the Client fails to pay an advance payment, retainer or an invoice within the payment term set for this, the Contractor is entitled to demand that the Client immediately provide (additional) security in a form to be determined by the Contractor. If the Client fails to provide the required security, the Contractor is entitled, without prejudice to its other rights, to immediately suspend further performance of the agreement and all that the Client owes the Contractor for whatever reason is immediately due and payable.

Article 11. Limits

1. In cases in which Client and Contractor have agreed upon a time / date on which the Assignment has to be performed and the Client fails to put forward (i) an advance payment or retainer– if agreed – or (ii) the required Documents timely, complete, and in the desired shape, the desired manner, and preferred form, the Client and the Contractor shall consult on a new period / date on which the Assignment must be performed.
2. Dates by which the work must be completed shall only be regarded as deadlines if expressly agreed on by written communication between Client and Contractor.

Article 12. Liability and Disclaimers

1. Contractor is not liable for losses of the Client arising because the Client has incorrectly or incompletely provided requisites.
2. Contractor shall only be liable to the Client for damages directly resulting from a (related series of) culpable failure(s) in the execution of the Assignment. This liability is explicitly limited to the amount agreed on by the Contractor and the Client for the execution of a specific Assignment, and then in proportion to the respective partial assignment. If there is no co-relation or causal link established for damages within other services of the same invoice, those remaining services and their fees remain immediately due and payable.
3. Contractor’s liability is limited to the amount of the execution of the Assignment fee charged. If the Contract duration is of more than one year, the amount referred to above is set at the amount of the fee that has been charged to the Client in the twelve months prior to the occurrence of the loss. In no event will the total compensation for the damage under this subsection exceed € 10,000.00 unless the parties – given the size of the mission or the risks associated with the contract – see reason to deviate from this maximum. A related series of culpable shortcomings is considered a single breach.
4. The limitations of liability included in this article do not apply if and insofar as there is intent or gross negligence of the Contractor or its senior management. Client is obliged to take measures to mitigate damage. Contractor has the right to undo the damage or limit recovery or improvement of the performed work.
5. Client will indemnify the Contractor against claims by third parties for damages caused as consequence of Client’s incorrect or incomplete provision or fulfilment of requisites.
6. Client will indemnify the Contractor against claims by third parties (employees of the Contractor and third parties involved) in connection with the execution of the Assignment or any damages arising out of the acts or omissions of the Client or of unsafe situations in its business or organization.

Article 13. Termination

1. Client and Contractor may at any time (prematurely) terminate the contract without giving notice. If the agreement is terminated before the assignment is completed, Contractor is not obliged to refund the fees already paid.
2. Cancellation must be made in writing
3. If the termination is initiated by Client, Contractor shall be entitled to reimbursement of demonstrable losses incurred, as well as compensation for additional costs already incurred by the Contractor and costs arising from any cancellation after having engaged third parties (subcontractors)
4. If the termination is initiated by Contractor, Client is entitled to assistance from the Contractor in transferring the work to third parties, unless there is intent or deliberate recklessness on part of the Customer in case of which the Contractor is obliged to terminate the contract. The right to assistance as provided in this paragraph is subject to conditional to Client settling all previous claims and underlying advances (account payables)

Article 14. Suspension Law

1. SAIGO LEGAL B.V. is entitled to suspend the fulfilment of its obligations under an Agreement after careful balancing of interests. This means that the surrender of documents and other material or immaterial items to the Client will be fully executed upon the Client complying with its payment obligations under the Agreement.
2. The first paragraph shall not apply with respect to documents of the Client not (yet) processed by the Contractor

Article 15. Limitation Period

1. In so far, as not otherwise stated in these terms and conditions, all rights of action and other powers of the Client against the Contractor in connection with the performance of work by the Contractor will cease one year after the date the Client has become aware or could reasonably have known of the existence of these rights and powers. This term does not limit the possibility to file a complaint with the appropriate agency (s) for complaint and / or disputes resolution.

Article 16. Electronic Communications

1. In addition to postal and courier mail, SAIGO LEGAL B.V. is able to send and receive required and/or requested documents electronically by e-mail in order to conduct tasks under the Agreement on behalf of the Client.
2. Client acknowledges and consents to the risks associated with sending documents electronically, such as the lack of security or interference by third parties while in transit and indemnifies SAIGO LEGAL B.V. from any claims that may arise as result of any unauthorized interference by third parties to materials sent electronically, including, but not limited to, any delay or non-delivery of any document and for any damage caused due to corrupt files. If the Client requires a greater level of security, this must be raised at the outset and may involve additional costs for Client.
3. Data extracts from the computer systems of the sender provide compelling proof of (the contents of) electronic communication sent by the sender up until the moment at which counter evidence is provided by the receiver, if applicable.

Article 17. Final Provision

1. These Terms & Conditions are governed by Dutch and Curaçao law, where applicable. All disputes will be settled by the competent court in the district in which the Contractor is established. This Article shall not prejudice the possibility of the Client to submit a claim with an arbitrator for an alternative dispute resolution procedure.
2. Failure by either party to exercise any right, power, or privilege under the terms of an Agreement shall not constitute a waiver thereof or of any other provision.
3. If any provision of this Agreement is held invalid or unenforceable in whole or in part, that portion shall be severed from the remainder of the Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement.
4. If any invalid, unenforceable or unlawful provision of this Agreement would be valid, enforceable, and legal if part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid, and enforceable. Nevertheless, if desired, the parties can enter consultations in order to agree on new provisions to replace the invalid provisions. In doing so, the aim and content of the invalid provisions will be aligned and amended to meet the intentions of all parties involved as much as possible.
5. If there is any inconsistency between the English and Dutch versions of these Terms and Conditions, the Dutch version will prevail.