These Terms and Conditions govern all offers, quotations, and engagements between Legally Athletic (Saverio Campanale) and its clients. By engaging Legally Athletic, the Client accepts these Terms and Conditions in full. Any deviations must be agreed in writing between the parties.
01
General
1.1These general terms and conditions (the "Terms and Conditions" or "T&Cs") apply to all offers, quotations, and agreements between Legally Athletic (Saverio Campanale), hereinafter referred to as the "Adviser", and a client, hereinafter referred to as the "Client" and together with the Adviser the "Parties". Deviations from these T&Cs can only be agreed upon in writing between the Parties.
1.2These T&Cs are stipulated on behalf of any third party who, whether or not engaged directly, is involved in the execution of any agreement or who is or may be liable in connection therewith.
1.3Any terms and conditions applied by the Client are expressly declared inapplicable by the Adviser, unless otherwise agreed in writing by the Parties.
02
Offers and Quotations
2.1Offers and quotations issued by the Adviser are without obligation until the Client confirms them in writing within a validity period of 30 days.
2.2All rates and fees stated in offers and quotations are exclusive of VAT, unless otherwise indicated in writing by the Adviser.
03
Commencement and Duration
3.1The agreement is concluded and takes effect at the moment the Client's written confirmation of the offer or quotation has been received by the Adviser.
3.2Where the agreement is entered into for a fixed period, it will end by operation of law upon expiry of the agreed term, unless the Parties agree otherwise in writing no later than one month before the end of the engagement period.
3.3Where the agreement is entered into for the delivery of a specific service, it will end by operation of law once that service has been fully performed.
04
Client Information
4.1The Client shall provide all data, documents, and information that the Adviser reasonably requires for the performance of the engagement, in a timely manner and in a suitable format.
4.2The Adviser reserves the right to suspend the execution of the engagement until the Client has fulfilled the obligation referred to in clause 4.1, and to charge any additional costs resulting from delays in receiving the necessary information.
4.3Upon request, documents made available by the Client will be returned in accordance with clause 16.
05
Execution of Services
5.1The Adviser will carry out the engagement to the best of their knowledge and ability and in accordance with the standards of professional competence.
5.2The engagement constitutes a commercially reasonable efforts obligation. The Adviser does not guarantee the achievement of any particular outcome.
5.3The Adviser will, where reasonably possible, take into account the Client's timely and justified requirements regarding the delivery of the engagement. The Adviser determines the manner in which the agreed services are carried out.
5.4Where required for the proper delivery of the engagement, the Adviser may involve third parties. The Adviser will consult with the Client where reasonably practicable and will exercise due care in the selection of any third parties engaged.
5.5Unless expressly accepted in writing by the Adviser, no party other than the Client may rely on the result of the work performed, and no third party may derive any rights therefrom.
06
Amendments
6.1If during the course of the engagement it becomes necessary to modify or supplement the scope of services or the timeline, the Parties will consult and agree on an appropriate amendment to the agreement in writing.
07
Confidentiality
7.1Both Parties are obliged to maintain the confidentiality of all confidential information and data obtained from each other in the context of their agreement. The Adviser is equally obliged to maintain confidentiality in respect of the results of processing any confidential information provided by the Client. These obligations extend to any third parties engaged pursuant to clause 5.4. Information is considered confidential if it has been communicated as such by the other Party or if its nature makes it evidently so. This obligation does not apply to the extent that applicable law or professional regulations impose a duty of disclosure on the Adviser.
08
Intellectual Property
8.1The Client may not reproduce any materials produced by the Adviser, including reports, working documents, advice, templates, contract models, or other intellectual outputs, without the prior written consent of the Adviser. This restriction does not apply to the Client's internal use of such documents within its own organisation.
8.2The Adviser reserves the right to apply the knowledge and experience gained through the performance of services for other purposes, provided that no confidential information is disclosed to third parties in doing so.
09
Force Majeure
9.1If the Adviser is unable to fulfil their obligations under the agreement, whether in full or in part or within the agreed timeframe, as a result of circumstances beyond their reasonable control, whether foreseen or unforeseen, those obligations will be suspended until the Adviser is in a position to comply in the agreed manner. Circumstances of force majeure include but are not limited to illness or incapacity of the Adviser, disruption to normal working operations, or a general unavailability of goods or services required to deliver the agreed services.
10
Fees
10.1At the time of entering into the agreement, the Parties may agree on a fixed fee or an hourly rate structure. The agreement will also specify whether ancillary costs are included or charged separately.
10.2The Adviser's fee is independent of the outcome of the engagement and is calculated based on work performed or in accordance with the terms agreed in the agreement.
10.3The Adviser may request a reasonable advance payment at any time in connection with anticipated fees and costs.
10.4Fees and any ancillary costs will be invoiced on a monthly basis, unless otherwise agreed between the Parties.
10.5All fees and costs are exclusive of VAT and will be invoiced with any applicable sales tax added.
10.6The Adviser is entitled to adjust the applicable fee on an annual basis.
11
Payment
11.1The Client shall pay invoices issued pursuant to clause 10.4 within 14 days of the invoice date, in the currency stated on the invoice, by transfer to the bank account specified therein. Advance payments as referred to in clause 10.3 must be made within 3 working days of the applicable invoice date.
11.2In the event of non-payment or incomplete payment by the due date, the Client will be in default by operation of law. The Adviser will be entitled, without further notice, to charge statutory interest from the due date until the date of full payment, without prejudice to any other rights available to the Adviser.
11.3If the Client fails to meet one or more payment obligations, all reasonable costs incurred in obtaining payment, whether in or out of court, will be borne by the Client. Extrajudicial costs will amount to 15% of the outstanding invoice amount with a minimum of €200. The Client is not entitled to suspend or set off any payment obligation towards the Adviser.
11.4In the event of liquidation, bankruptcy, dissolution, or suspension of payments by the Client, all outstanding amounts owed to the Adviser become immediately due and payable.
11.5Where an engagement is instructed jointly by multiple Clients, each is jointly and severally liable for the full invoice amount, regardless of the name stated on the invoice.
12
Complaints
12.1Any complaint regarding an invoice must be submitted in writing, with a clear description of the grounds, within 30 days of the invoice date. After this period, the right to dispute the invoice lapses.
12.2Any complaint regarding the services delivered must be submitted in writing within 30 days of the discovery of the issue, or no later than 30 days after the termination of the relevant agreement.
12.3Submitting a complaint does not suspend the Client's payment obligations.
12.4The Adviser's liability in respect of any complaint is governed by clause 13.
13
Liability
13.1To the extent permitted by law, the Adviser's total cumulative liability arising out of or in connection with the agreement and the services delivered under it is limited to the amounts paid by the Client in the six months preceding the claim. Multiple claims shall not enlarge this limitation.
13.2The Adviser is not liable for damage of any nature arising from reliance on incorrect or incomplete information provided by or on behalf of the Client.
13.3The Adviser is not liable for shortcomings in the work of third parties engaged by the Client on the Adviser's recommendation.
13.4Neither Party shall be liable for lost profits, loss or corruption of data, indirect or consequential damage, business interruption, lost savings, or any other indirect loss arising out of or in connection with the performance of the engagement.
13.5The Client indemnifies the Adviser against all third-party claims directly or indirectly related to the agreement.
13.6The limitations of liability set out in these T&Cs do not apply where damage is attributable to wilful misconduct or gross negligence.
14
Termination
14.1In the event of liquidation, bankruptcy, dissolution, or suspension of payment by the Client, the Adviser may terminate the agreement with immediate effect and without stating reasons.
14.2The Adviser is entitled to terminate the agreement with immediate effect and without judicial intervention if the Client fails to comply with their obligations under the agreement or these T&Cs, unless the Client remedies the breach within 14 days of written notice from the Adviser.
14.3Any notice of termination must be made in writing.
14.4Where the agreement ends before the engagement has been completed, clause 10.2 applies to fees for work already performed.
14.5Where the Adviser terminates the agreement pursuant to clauses 14.1 or 14.2, the Adviser is not obliged to pay any compensation to the Client.
15
Right of Suspension
15.1The Adviser is entitled to suspend the performance of all obligations, including the delivery of work, documents, or other outputs to the Client or third parties, until all amounts due and payable by the Client have been settled in full. The Adviser is not liable for any damage of any nature resulting from such a suspension.
16
Data and Privacy
16.1The Adviser will make every effort to comply with all applicable laws and regulations regarding the processing of personal data made available in the context of the engagement. The Adviser will not process more personal data than is necessary for the purposes for which it was provided.
16.2Where personal data of the Client is processed by the Adviser in connection with the agreement, such processing will only take place for purposes related to the execution of that agreement. Personal data may be processed for other purposes only where the Client has provided explicit written consent.
16.3The Client shall ensure that no more personal data is provided to the Adviser than is reasonably necessary for the delivery of the services. Where the exchange of personal data is required, the Client shall transmit it in a secure manner.
16.4The Client warrants that the content, use, and processing of personal data provided to the Adviser are lawful and do not infringe the rights of any third party. The Client indemnifies the Adviser against any third-party claims arising from unlawful processing of personal data.
16.5The Adviser will not share personal data with third parties except where necessary to deliver the agreed services. Where sharing is required, all recipients are bound by professional confidentiality obligations and applicable legal requirements.
16.6Under applicable data protection law, the Client has the right of access, rectification, erasure, data portability, and information in respect of their personal data.
16.7Any security incidents or data breaches will be reported to the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) within the required timeframes. Where a serious breach is likely to have adverse consequences for the Client's privacy, the Client will also be notified promptly.
17
Final Provisions
17.1These T&Cs remain in force if the Adviser changes name, legal form, or structure.
17.2The Adviser reserves the right to amend these T&Cs. Any amendments will take effect at the announced date and will not affect agreements already in force at that time, unless otherwise agreed between the Parties.
17.3If any provision of these T&Cs is found to be null, void, or otherwise unenforceable, the remaining provisions will continue to apply in full. The Parties will consult to agree on a replacement provision that best reflects the intent of the original.
17.4Dutch law applies to all agreements between the Client and the Adviser.
17.5Any dispute arising between the Parties will be submitted to the competent court in Amsterdam.