1. Engagement

1.1. These Terms and Conditions (in their latest version), together with any specific terms for the engagement (the “Engagement”), apply to every agreement with Advocatenkantoor Beuren (the “Firm”). Any terms and conditions of the client (the “Client”) are excluded.

1.2. The Firm will use its best efforts to perform the Engagement with the required professionalism. The most effective way of working is achieved by cooperating with the Client as a team. The Firm assumes that all information provided by the Client is complete and accurate and may rely on it.

1.3. The Engagement is accepted and performed by the Firm, which alone is responsible for its performance, even if a Client has expressly or implicitly given an instruction with a view to its performance by a particular person. The Client accepts that the Firm’s lawyers (whether or not acting through a company) and employees (collectively, the “Persons”, and individually, a “Person”) undertake and have no obligation towards the Client. In relation to the Engagement, the Client accepts that it will not bring any claim, including a liability claim, against any Person and irrevocably waives any such claim.

2. Fees and expenses

2.1. Unless expressly agreed otherwise, fees are calculated on the basis of hourly rates that are periodically revised by the Firm and apply from the date of amendment. The Firm’s fees do not include costs and expenses, including court costs. Such costs and expenses are charged at cost and, in respect of the Firm’s own costs, on a fixed basis. The Client may at any time request an overview of the Firm’s hourly rates and fixed costs then in force.

2.2. The Client will periodically (in principle monthly or quarterly) receive a statement of fees and costs based on the work performed during the preceding period. In addition, at the start of or during a matter, the Firm may send the Client a request for an advance payment, which will subsequently be set off.

2.3. The Firm is willing to receive payments from third parties (other than the Client), provided that the Client remains liable to the Firm for payment at all times.

2.4. The Client must check the Firm’s statements immediately upon receipt. Without prejudice to any earlier express or implied acceptance, the Client is irrevocably deemed to have accepted a statement from the Firm unless a reasoned written objection is made within eight calendar days of receipt. In the absence of proof to the contrary, each statement is deemed to have been received by the Client on the third business day after its date.

3. Payment arrangements

3.1. The Firm’s statements are payable within fourteen days of their date. From the due date, the Client owes, automatically and without prior notice of default, default interest at the rate provided for by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, together with liquidated damages equal to 10% of the outstanding amount, subject to a minimum of EUR 125.

3.2. In the event of late payment, the Firm is entitled to suspend further performance of the Engagement without prior notice of default, even if the non-payment relates to another contractual relationship with the Client. If part or all of a statement is not paid by the due date, the balance of all other statements, including statements that have not yet fallen due, becomes immediately payable by operation of law.

4. Client funds

4.1. The Firm transfers to the Client all amounts received into its client account. The Firm may deduct from amounts received on behalf of the Client any sums required to settle outstanding statements, where appropriate after notifying the Client.

4.2. Under no circumstances will the Firm be liable to the Client if the financial institution at which the client account is held becomes insolvent, acts negligently, or performs acts or legal transactions that may adversely affect the Client.

5. Engagement of third parties

The Firm may engage third parties to perform the Engagement and will exercise due care in selecting them. The Firm is not liable for any act or omission of a third party.

6. Liability

6.1. The Firm is liable for loss, damage, costs, expenses or claims arising in connection with the performance of the Engagement (the “Damage”) suffered by the Client only where caused by gross negligence, serious fault or fraud in the performance of the Engagement. Under no circumstances is the Firm liable for indirect or consequential Damage, including Damage suffered by third parties.

6.2. If the Firm is found liable, its liability, whether contractual or non-contractual, is limited to an amount equal to three times the total fees paid by the Client for the Engagement concerned, without prejudice to the following. Liability is in any event limited to EUR 250,000.00. However, if an applicable liability insurance policy provides cover for higher amounts, liability will be increased to the amounts actually covered by the insurer for the loss concerned.

6.3. If the Firm is held liable as a result of fault or negligence on the part of both the Firm and third parties (including the Client), the Firm will be liable at most for the Damage directly caused by its own fault or negligence, without being jointly or jointly and severally liable with those third parties.

6.4. The Firm is not liable for delays or shortcomings in the performance of the Engagement where these are attributable to circumstances beyond its will or control, including acts or omissions resulting from a failure of cooperation by the Client or other parties, electronic failure or interruption of communications not attributable to the Firm, strikes, or generally any situation that could not have been foreseen or avoided at the start of the Engagement.

6.5. Any claim against the Firm must, on pain of forfeiture, be brought before a court without delay. In any event, any claim against the Firm lapses if legal proceedings are not brought within one year after the circumstance giving or potentially giving rise to liability is discovered or could reasonably have been discovered.

6.6. Without prejudice to shorter periods under the law or these Terms and Conditions, all claims against the Firm are in any event time-barred two years after the end of the Engagement concerned.

6.7. The Client will indemnify the Firm and the Persons against all third-party claims relating to or arising from the Engagement.

6.8. The foregoing provisions do not apply in the event of fraud, except fraud committed by the Firm’s employees, and apply only to the extent permitted by Belgian law and professional conduct obligations.

7. Termination of the cooperation

The Client and the Firm, the latter having regard to the applicable professional conduct obligations, may terminate the agreement at any time by notifying the other party in writing.

8. General provisions

8.1. The invalidity or unenforceability of one or more provisions, or parts thereof, of these Terms and Conditions does not affect the validity or enforceability of the remaining provisions or parts thereof, which remain fully effective. Any invalid or unenforceable provision or part thereof will be replaced by a valid and enforceable provision that most closely reflects the original intention.

8.2. All work performed and results produced in connection with the Engagement remain the exclusive property of the Firm at all times and may not be disclosed by the Client to third parties. In any event, third parties may not rely on them or assert any claim against the Firm.

8.3. A Client that is a legal entity will make the provisions of these Terms and Conditions enforceable against its directors, managers, shareholders, staff, intermediaries, subcontractors and other collaborators, so that they are equally bound by them.

8.4. The Dutch-language text of these Terms and Conditions prevails over any translation.

8.5. Without prejudice to Article 1.3 above, these Terms and Conditions apply not only in relation to and, where appropriate, for the benefit of the Firm, but also in relation to and, where appropriate, for the benefit of each Person.

9. Governing law – Competent courts

All agreements with the Firm are governed by Belgian law. Only the courts of the judicial district of Bruges have jurisdiction.