Legal Services Provider Agreement

Effective March 1st, 2020

Primary Website: www.verifybusiness.eu

Legal Services Provider Agreement

Effective Date: March 1st, 2020

Primary Website: www.verifybusiness.eu

The Agreement

This Legal Services Provider Agreement (hereinafter called the "Agreement") is provided by the following organization, hereinafter referred to as "Company": Risksearch BV (KvK no 61211478). Our primary website is located at the address listed above. The Agreement is a legal document between you and the Company that describes the business relationship we are entering into. This Agreement covers your responsibilities as a legal services provider for us and our responsibilities to you.

1. Definitions

The parties referred to in this Agreement shall be defined as follows:

  1. Company, Us, We: Risksearch BV will be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
  2. You, the Legal Services Provider: You will be referred to as the "Provider". You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
  3. Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party".
  4. Legal Services Provider Program: The program we've set up for our legal services providers as described in this Agreement.
  5. Legal Services Provider Application: The fully completed form which must be provided to us for consideration of your inclusion in the Legal Services Provider Program.
  6. Website: The primary website we've noted above will be referred to as Website.

2. Assent & Acceptance

By submitting an application to our Legal Services Provider Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our Legal Services Provider Program. This Agreement specifically incorporates by reference any Terms and Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.

3. Age Restriction

You must be at least 18 (eighteen) years of age to join our Legal Services Provider Program or use this Website. By submitting an application to our Legal Services Provider Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.

4. Program Sign-up

In order to join our Legal Services Provider Program, you will first be asked to submit a Legal Services Provider Application. The Legal Services Provider Application may be found via link on the Company's Website.

Submitting a Legal Services Provider Application does not guarantee inclusion in the Legal Services Provider Program. We evaluate each and every application and are the sole and exclusive decision-makers on Legal Services Provider acceptance. If we choose not to allow your inclusion in the Legal Services Provider Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Acceptable Use Policy.

If your Legal Services Provider Application is rejected, you may not reapply. If your Legal Services Provider Application is accepted, each of the terms and conditions in this Agreement apply to your participation. We may also ask for additional information to complete your Legal Services Provider Application or for you to undertake additional steps to ensure eligibility in the Legal Services Provider Program.

Only lawyers and notaries having a valid license to practice in the European Union can apply for our Legal Services Provider Program. The following legal documents must be provided by the applicants when they apply for the Program:

For individual Lawyers:
  • Proof of identity (ID, passport, driving license);
  • Latest Trade Register extract;
  • Latest extract from the Barr Association/relevant national authority;
  • Proof of business activity code (latest extract).
For individual Notaries:
  • Proof of identity (ID, passport, driving license);
  • Latest Trade Register extract;
  • Latest extract from the Notaries Association/relevant national authority;
  • Proof of business activity code (latest extract).
For Lawyer Company:
  • Proof of identity (ID, passport, driving license);
  • Latest Trade Register extract;
  • Latest extract from the Barr Association/relevant national authority;
  • Proof of business activity code (latest extract).
For Notary Company:
  • Proof of identity (ID, passport, driving license);
  • Latest Trade Register extract;
  • Latest extract from the Notaries Association/relevant national authority;
  • Proof of business activity code (latest extract).
For Legal Professional Associations:
  • Proof of identity (ID, passport, driving license);
  • Proof of business activity code (latest extract).

A lawyer or a notary applying for the Program must have a valid license to practice law issued by the relevant authority of the Member State in which the applicant resides.

5. Non-exclusivity

This Agreement does not create an exclusive relationship between you and us. You are free to work with similar program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.

6. Legal Services Provider Program

After your acceptance in the Legal Services Provider Program, you must ensure your account is properly set up, including the provision of specific payout information as may be required by the Company from time to time to process payment of qualifying commissions.

Please be advised the below is a general description of the Legal Services Provider Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.

The Legal Services Provider Program consists of allocating a Legal Services Provider Account to legal professionals to facilitate the providing of legal services directly to the Website Users.

The Legal Services to be provided by you are as follows:

  • reports on companies residing in the country of residence of the legal services provider;
  • legal translation services for translating companies' statutory documents from the national language of the legal service provider into English;
  • legal opinion on the suitability of a company from your country of residence to engage in cross-border transactions;
  • seal of certification (to certify a company report) to confirm the validity of the report issued at the date by the Website and the Legal Service Provider.

Each service as described above must be provided by you at the price published on the Website and in the period of time stated by the Website. All services must be provided in 5 (five) working days from the purchase by the User, with the exception of the Legal Translation Services (up to 10 days).

For each legal service provided on the Website, the Legal Service Provider is entitled to a fee as described in Appendix A.

7. Specific Terms Applicable

Good Faith

The Legal Service Provider will use all reasonable efforts to meet all terms and conditions of the Program and deliver in a timely and professional manner the reports or documents solicited by the Users of the Website. If the Legal Service Provider does not comply with the terms, and in particular the period of time for delivering the service, the Company can take any measure to limit its liability, including revoking the status of Legal Services Provider and issuing Penalties.

Penalties

For each delaying day, a penalty of EUR 100 will be deducted from the Legal Services Provider eligible earnings. This amount will then be refunded to the User for which the Legal Service was destined. This penalty may apply up to the entire eligible earnings of the Legal Services Provider. If the Legal Services Provider fails to deliver the service and their eligible earnings are exhausted, the Company will suspend the Legal Services Provider's Account.

Warranty

Legal Services Providers warrant that services will be performed in a professional manner and in conformity with standard practices. Should any error or omission be detected by the Company or the User, the Legal Services Provider will correct the document with maximum urgency and no later than 24 hours, or will supply the necessary service, direction or consultation to the Company so that the Company can correct the error or omission no later than 24 hours from the detection.

Methods of Correction of Errors and Omissions

The Legal Service Provider will re-access the issued document and perform the corrections within 24 hours from their detection by the User or by the Company. If you cannot perform the correction yourself, then you will assist the Company in performing the correction until the document is brought at the professional standard set up in these Specific Terms.

Professional Standard

Legal services delivered by the Legal Services Provider must uphold the highest professional standards in the European Union, as defined by the national and European laws, guidelines and codes of practice.

In particular, for each report on a company the Legal Services Provider will use the latest available information provided by us from the national Trade Registers, will verify the accuracy and validity of data provided and will consult all national databases to collect the relevant data as of the latest update performed by the national registers.

For the translation services the Legal Services Provider will use the most adequate translation, using legal terms when warrantied and avoiding a non-professional language or expression. Translation of meaning takes precedence over literal translation.

Insurance

Upon request, the Legal Service Provider shall provide to the Company evidence of insurance in accordance with the national law of the country of residence of the Legal Services Provider (professional liability insurance).

Widget

To facilitate your access to the Website and to your Legal Services Provider account, as well as to direct customers to your website and to our Website, a Widget will be made available to you. The Widget will be installed by you on your website. Installation instructions will be provided by us.

8. Payout Information

The Legal Services Provider will be eligible to receive earnings once the Company has received all requested tax and payment information from the Legal Services Provider and Company provides activation notice to the Legal Services Provider.

Company shall not withhold any taxes from the payouts made to Legal Services Provider under the terms of this Agreement. Company shall not be responsible for any taxes owed by Legal Services Provider arising out of Legal Services Provider's relationship with Company as set forth in this Agreement.

The Company will make payouts to Legal Services Provider using the method and process identified in Appendix A. All pending and future payouts may be adjusted or offset by previous fees that have been paid to the Legal Services Provider for purchases that have since resulted in a refund to or charge-back by any customer serviced by Legal Services Provider.

We explicitly reserve the right to change the payout process and procedure in our sole and exclusive discretion. If we do so, you will be notified.

For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.

9. Reports

Legal Services Providers may log into their designated program account to review performance and payout information related to their participation in the Legal Services Provider Program.

10. Term, Termination & Suspension

The term of this Agreement will begin when the Legal Services Provider is accepted by Company into the Legal Services Provider Program. It can be terminated by either Party at any time with or without cause.

You may only earn payouts as long as you are a Legal Services Provider in good standing during the term. If you terminate this Agreement with us, you will receive any eligible payouts earned prior to the date of termination. Any earnings that are ineligible for payout prior to the date of termination will be forfeit.

If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unpaid earnings.

We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

Upon termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

11. Intellectual Property

You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company ("Company IP").

Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Legal Services Provider Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Legal Services Provider Site to refer customers or to access your account using our Widget. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are a Legal Services Provider in good standing with us.

We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.

Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.

Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in court. You may be obligated to pay monetary damages or legal fees and costs.

You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our Legal Services Provider Program.

12. Modification & Variation

The Company may, from time to time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below.

  1. To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
  2. You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.

13. Relationship of the Parties

Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.

14. Acceptable Use

You agree not to use the Legal Services Provider Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Legal Services Provider Program in any way that could damage our websites, products, services, or the general business and reputation of the Company. Determination of any unacceptable act or action by the Legal Services Provider will be in the sole discretion of the Company.

You further agree not to use the Legal Services Provider Program:

  1. To harass, abuse, or threaten others or otherwise violate any person's legal rights;
  2. To violate any intellectual property rights of the Company or any third party;
  3. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
  4. To perpetrate any fraud;
  5. To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
  6. To publish or distribute any obscene or defamatory material;
  7. To publish or distribute any material that incites violence, hate, or discrimination towards any group;
  8. To unlawfully gather information about others.

15. Obligations

You are responsible for ensuring a timely delivery of the legals services in your charge, as directed by the Website to your account. You are responsible for the content of our template forms which you will fill in to deliver the service to the User. You must ensure, as noted above, that your service does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.

We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Legal Services Provider Program.

We require all of our Legal Services Providers to comply with all applicable statutes, regulations, and guidelines set by the Kingdom of The Netherlands and by the European Union.

We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your Users. Such regulations include, but are not limited to, the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects.

If we find you are not in compliance with any of the requirements of this sub-part, we may terminate our relationship with you at our sole and exclusive discretion.

16. Reverse Engineering & Security

You agree not to undertake any of the following actions:

  1. Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;
  2. Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

17. Data Loss

The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Legal Services Provider Program is at your own risk.

18. Indemnification

You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Legal Services Provider Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.

19. Spam Policy

You are strictly prohibited from using the Legal Services Provider Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails to lists, groups or contacts that you do not have permission to send to.

20. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the Legal Services Provider Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

21. Service Interruptions

The Company may need to interrupt your access to the Legal Services Provider Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.

22. No Warranties

You agree that your use of the Legal Services Provider Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to, the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Legal Services Provider Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Legal Services Provider Program is your sole responsibility and that the Company is not liable for any such damage or loss.

23. Limitation on Liability

The Company is not liable for any damages that may occur to you as a result of your participation in Legal Services Provider Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one thousand (EUR 1,000) euro. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

24. Confidentiality

In the event that any information is disclosed to the Legal Services Provider that the Company deems to be confidential and proprietary, the Legal Services Provider agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Legal Services Provider's own purposes. Confidential information will include, without limitations, any information regarding the Company, changes or modifications to this Agreement or the Legal Services Provider Program, or any other terms agreed between Legal Services Provider and the Company. Confidential information shall also include any and all information related to the Company including business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Company considers to be confidential and proprietary.

25. General Provisions:

  1. Language: All communications made or notices given pursuant to this Agreement shall be in the English language.
  2. Jusrisdiction, venue & choice of law: Through your participation in the Legal Services Provider Program, you agree that The Netherlands shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and regional courts of the following province: Overijssel, The Netherlands. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
  3. Arbitration: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following province: Overijssel, The Netherlands. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing law of The Netherlands. Each Party shall pay their own costs and fees and shall share equally the cost and fees of the arbitration itself. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on European and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
  4. Assignment: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
  5. Severability: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
  6. No waiver: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
  7. Headings for convenience only: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
  8. Force majeure: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
  9. Electronic communications permitted: Electronic communications are permitted to both Parties under this Agreement, including e-mail or chat. For any questions or concerns, please email us at the following address: office@verifybusiness.eu. Company may communicate with and provide notice to the Legal Services Provider using the email address provided by you in the Legal Services Provider Application or as has been subsequently modified by the Legal Services Provider and acknowledged by Company.

26. Terms History

  • Last Modified: February 19, 2020
  • Created: February 1, 2020

Appendix A



Terms