TERMS OF BUSINESS
(1) Scope of the terms of business
The terms set out in these terms of business ("these terms") apply to all dealings between the law office KOCKS & PARTNERS BVBA / SPRL incorporated under Belgian law with its registered office at B-1050 Brussels, Avenue Legrand / Legrandlaan 41 ("we", "us" and "our") and the person or company or corporation or partnership to whom services are supplied ("you" and "your").
These terms are applicable notwithstanding the closing of a fee agreement, unless this fee agreement expressly stipulates that it prevails over these terms.
The mandate is awarded by confirmation of the written offer and/or communication of the documents or information requested for processing the mandate and/or the exchange of (further) case-related correspondence.
When you instruct us in relation to any new matter or case, you hereby acknowledge without any restriction that you have been duly informed of these terms and that these terms are binding for you.
Your instructions given to us by one of your employees, superiors, or a representative of yours (legal or fictitious) is binding for you.
Your instructions are confirmed to us in writing (i.e. by letter, fax or e-mail).
The assignment includes all services necessary for the appropriate and proper execution of the mandate and for the fulfilment of our duty of care as lawyers.
The General Terms and Conditions shall also apply in the event of amendments to the assignment. Extensions to the assignment by telephone shall be confirmed by us in writing without delay and shall be deemed to have been agreed if you have not objected to them in writing within 6 hours of the written confirmation being sent.
Our work and advice are provided exclusively for your benefit. Without our written consent, no entity or person other than you is entitled to use or to benefit from the work and advice provided by us. Moreover, no entity or person other than you may claim any rights or file any complaints or bring any damages or any loss against us in relation to the services rendered by us or to the manner and means by which we carried out the agreed services.
(2) Means of communication
E-mail, fax or telephone are used as means of communication between you and us. Unless expressly agreed otherwise in writing, we assume you agree to communicate by e-mail or fax, although we cannot guarantee the security or secrecy of such communication.
It is your responsibility to ensure the secure exchange of data via your fax number and e-mail address that you provided to us. You expressly acknowledge all possible risks of mistakes, omissions or delays which can occur in communication by fax or e-mail and especially in oral communication.
In particular, you acknowledge that a secure or faultless e-mail transmission can not be guaranteed.
Information can be intercepted, damaged or destroyed, lost, delayed, incomplete or virus-infected. We cannot be held liable for any failures or omissions regarding the content of our message which may arise from transmission by e-mail. To guarantee a faultless transmission, you should request the use of hard copies.
(3) Implementation of work / Time schedule / Documents
We are entitled to postpone the start of our services until you provide us with your valid VAT-number/the valid VAT-number of the company you represent.
You agree that we are free to organise our work in such a way as we consider appropriate or as we may reasonably believe we are required to do. We act to the best of our knowledge without guaranteeing any result to you.
You must provide us with timely, accurate and up to date information relating to the agreed services and notify us promptly of any material change in the information or circumstances. You must fulfil our requests for additional information and documentation in good faith and in good time. The documents must be supplied in a legible electronic format and must be comprehensive, precise and truthful.
We expect you to review and/or to check with appropriate care all advice, explanatory notes, proposals for action or for settlement, agreements, drafts and other documents sent by us to you or a third party and, as far as these documents need to be signed and/or duly completed by your means, to return them to us by the means of communication set out under the abovementioned article (2).
Upon request, we will coordinate the schedule for the execution of your mandate with you. However, the agreed time frame is only a guideline and does not constitute any obligation on our part.
Once we have sent you our final invoice, we will destroy your paper files (with the exception of those documents you have requested to be returned) after the statutory retention period has expired. We are entitled to withhold your hard copies and documents until all open invoices are paid.
(4) Fee structure / Office Costs / Disbursements
Our legal fees are charged in accordance with the Belgian legal standards applicable at the time of billing.
As a primary element, but not exclusively, we generally charge by calculating our fees on a time spent base. The inspection and/or review of any documents such as correspondence, contractual agreements, evidence, forms, tables, etc. (non-exhaustive list), preparatory legal research and translations may also be invoiced on a time basis.
The units used are multiplied by our fee rates, which are regularly revised by us.
The fee rate will be indicated to you in writing upon confirmation of the mandate. It is agreed as a standard hourly rate for all members of the law firm. The fee rate is subject to statutory value added tax.
The rate can be increased with 10% p.a., earliest 1 year after instruction, without prior notice.
You authorise us to offset any third-party funds collected against our outstanding fees, office costs and expenses. We may request reasonable advance payments before commencing our work.
In addition to time costs, we are entitled to charge you an additional contingency fee ranging from 10% to 15% (VAT excluded), depending on (a) the importance or (b) the complexity of the issues involved. This contingency fee will be based on (a) the amounts you are entitled to or have been safeguarded against or (b) on the results.
Office costs such as courier charges, communication costs, copying, printing, scanning and other file-related expenses (a non-exhaustive list) are separately charged to you. You will find an overview of the office costs rates (VAT excluded) as set out in the appendix. The minimum rate for these costs will be no less than 10% of the fees charged.
Such costs including but not limited to costs for bailiffs, sworn translations of procedural documents into the language of the court, travel, accommodation and subsistence costs, search costs, registration or publication costs, costs for extracts from commercial registers, etc. and other costs and expenses incurred on your behalf in carrying out the agreed services are referred to as disbursements and are directly charged to you separately.
Expenses for external consultants, such as experts, auditors, etc. are borne by you if appropriate consent is given by you.
In the event of premature termination of the mandate, our fees, office costs and expenses shall nevertheless be paid by the client
(5) Fee assessments
Our fee assessments do not include either office costs or disbursements. Such fee assessments are not to be considered as agreed fees or quotations even when minimum and maximum fees are indicated to you.
If the actual processing time is less than the time estimated in advance, you will only be charged for the actual processing time. If the actual processing time exceeds the time estimated in advance, you will be charged for the full processing time without being notified of the additional time required in advance.
(6) Payment of fees, office costs and disbursements
Our invoices relating to our fees, office costs and disbursements are due for payment within the terms stated on the invoice.
When payment is not made within the stipulated terms, an interest rate of 10 % p.a. may be charged to you as well as administrative costs of 10% of the fees and office costs charged, without prior notice.
In the event of late payment and unsuccessful setting of a grace period of 10 days, we shall be entitled, at our discretion, either to suspend our activities until the invoice has been paid in full or to terminate the mandate without compensation and without notice. A simple written notification shall suffice for this purpose. Liability claims of any kind, in particular due to missed deadlines or breach of the lawyer's duty to provide information or other duties of care, are excluded.
Any complaint against one of our invoices should be made by registered mail addressed to us within 8 days after issuance, with reference to the reasons therefor. After these 8 days, all invoices will be considered accepted and agreed upon.
(7) Liability for costs
Our cost debtor is always the client. If the client is a lawyer or a law firm, he is fully and personally liable for any outstanding fees, office costs and expenses in accordance with Belgian professional rules and, in cases involving foreign countries, in accordance with the C.C.B.E. rules of professional conduct, in the event of default or refusal to pay by the client.
(8) Limitation of our liability
Our professional liability insurance meets legal requirements. Any other liability claims are excluded.
You acknowledge that the solicitor, their associates, trainees or other assistants can only be held liable on the basis of contractual liability arising from this agreement.
Any action based on non-contractual liability against the lawyer or his assistants is expressly excluded.
In any event, the professional civil liability of the lawyer, whether personal or arising from the actions of his assistants, is strictly limited to the amount of insurance cover taken out by the lawyer at the time of the event giving rise to the damage. This amount constitutes the maximum limit of compensation, regardless of the cause of the damage.
You declare that you have been informed of the existence and level of the lawyer's insurance coverage and accept its limits as an essential and determining condition of this agreement.
(9) Data protection
You agree that we will collect, hold and process your personal data to enable us to provide services to you. We will not disclose your personal data to third parties, unless legally required or agreed upon. You have the right to access your personal data and can request rectification of inaccurate or incomplete information.
(10) Identification requirement and anti-money laundering legislation
As lawyers of K&P assisting you, we must comply with specific legal and deontological (professional conduct) rules aimed at combating money laundering and the financing of terrorism.
Before we can accept you as a client, we must first verify your identity as well as the identity of any persons acting on your behalf and your ultimate beneficial owners (UBOs). We must also assess your characteristics and the purpose and nature of the engagement you entrust to us. These due diligence obligations also apply during the performance of our engagement and to any other engagements you may subsequently entrust to us. The costs of these administrative obligations are invoiced via our fees.
In order to enable us to comply with these obligations, you must provide us without delay with the necessary information when we request it. If any changes occur that may affect your status, you will provide such information promptly on your own initiative. The information you provide will be processed and retained for a period of ten (10) years from the end of our business relationship or from the last engagement you entrust to us. In addition, for the purpose of complying with our obligations, we may carry out checks through external electronic databases, including, but not limited to, company registers, UBO registers, civil status registers and/or other databases or information sources.
If you fail to provide us with the required information, we will not be able to accept you as a client and/or we may be obliged to terminate our services to you immediately. We shall not be liable for any damage resulting therefrom. Moreover, the termination of our services does not affect work already performed and billable.
If, in the course of performing our engagement, we identify facts that we know or suspect are related to money laundering or the financing of terrorism, we must immediately report this to the President of the Bar, except where we are providing you with legal advice or defending or representing you in connection with legal proceedings. The President of the Bar will then decide whether our report must be forwarded to the Financial Intelligence Processing Unit. In the event of a report, we are also required to terminate our services to you immediately, without being permitted to inform you of the reason. Furthermore, you may not hold us liable for reports that we submit in good faith to the Financial Intelligence Processing Unit.
These obligations do not, of course, prejudice the professional secrecy (legal professional privilege) that continues to characterise the relationship between the client and their lawyer.
(11) Applicable law / Jurisdiction
This contractual relationship is governed exclusively by Belgian law. Insofar as the provisions of Belgian private international law or any other substantive or procedural law refer to another legal system, such reference shall be disregarded in the relationship between the parties.
Any dispute arising out of or in connection with this relationship and / or with our services shall be submitted to the exclusive jurisdiction of the competent courts in Brussels/Belgium with the exclusion of the Brussels Bar. We are entitled to choose the language of the proceedings to be either French or Dutch or German.