General terms and conditions

1. Scope

These terms govern all work we carry out or arrange, every engagement we accept, and every other legal relationship between us and a client or anyone else. They apply to follow-up and additional work without being agreed again. Terms and conditions used by a client or a third party do not apply, even where we have not expressly rejected them.

2. Who you contract with

Your contract is with Allegro Advisory B.V. alone, whoever carries out the work and whoever you had in mind when you instructed us. Articles 7:404 and 7:407(2) of the Dutch Civil Code, which would otherwise make an individual adviser or several advisers jointly liable, do not apply.

3. Specialists and other third parties

Some matters need a specialist: a trademark attorney, an accountant, a tax adviser, a lawyer in another country. Where we can, we discuss the choice with you first, and we choose with care. Once engaged, the specialist is responsible for their own work; we are not liable for their errors or omissions. We may accept on your behalf any limitation of liability a third party attaches to its services.

4. Liability

Our liability for any work we do or arrange, or that otherwise relates to an engagement, is limited to the amount paid out in the matter under our professional liability insurance, plus the deductible we bear under that policy.

If, for whatever reason, no payment is made under that insurance, our total liability is limited to the fees you paid us for the work from which the loss arose in the twelve months before you held us liable.

We are not liable for indirect loss, which includes lost profit, lost goodwill, business interruption and claims by your own customers or counterparties.

5. Time limits

Any claim or other right you have against us in connection with our work lapses one year after the day you became aware, or could reasonably have become aware, of it, and in every case two years after the work was done.

6. Claims by others

You indemnify us against claims by third parties that arise from or relate to the work we do for you, including the costs of dealing with them, unless the claim results from our intent or gross negligence.

7. Fees and expenses

Our fee is what we agree with you at the start of the engagement: a fixed monthly retainer for an agreed scope of work, an hourly rate, or a combination of the two. Where nothing has been agreed, our hourly rates in force at the time apply. Time is recorded per matter and specified on the invoice.

Costs we incur on your behalf, such as official fees, courier costs and the fees of specialists you have asked us to engage, are passed on at cost. All amounts are exclusive of VAT.

We may adjust our rates once a year and will tell you in writing before new rates apply.

8. Payment

Invoices are due within thirty days of the invoice date, unless agreed otherwise. If an invoice is not paid in time, statutory commercial interest is due from the thirty-first day, together with extrajudicial collection costs under the Dutch Extrajudicial Collection Costs Act. A dispute about an invoice or a complaint about our work does not suspend the obligation to pay. We may pause work while an invoice is overdue.

9. Confidentiality

We keep confidential everything we learn about you and your business in the course of our work. You do the same with the advice and documents we give you, as far as they are not meant to be shared. Information is confidential if it is marked as such or if its nature makes that clear. The duty does not apply where the law or a professional rule requires disclosure, or where the information is already public through no fault of the receiving party.

10. Personal data

We process personal data in line with the General Data Protection Regulation. How we do so is set out in the privacy policy on this website. If you give us personal data of others, such as your artists, staff or counterparties, you confirm that you may share it with us.

11. Ending the engagement

Either of us may end an engagement at any time by notice in writing. A retainer ends at the end of the calendar month following the notice, unless agreed otherwise. Work done up to the end date is invoiced, and we hand over the file in an orderly way.

12. Complaints

If you are unhappy with our work, tell the director of the company in writing, with your reasons, within three months of the moment you became aware, or could reasonably have become aware, of the act or omission concerned. We respond in writing within four weeks.

13. Who may rely on these terms

These terms are also stipulated for the benefit of the directors and shareholders of Allegro Advisory B.V., the directors of those shareholders, and everyone who works or has worked for Cadenza as an employee, adviser, contractor or in any other capacity. They may rely on these terms as if they were a party to them.

14. Language

These terms are drawn up in English only. The legal terms used have the meaning they have under Dutch law; where an English word has no exact equivalent in Dutch law, the Dutch legal concept it refers to prevails.

15. Governing law and courts

Dutch law governs these terms, every engagement and every other legal relationship between us and you. Disputes are brought exclusively before the competent court in Amsterdam, unless mandatory law provides otherwise.