GENERAL TERMS AND CONDITIONS

1. Legal form of the firm

BV DE GROOTE – DE MAN, Crossroads Bank for Enterprises no. 878.001.735, with registered office established at Amelia Earhartlaan 10, 9051 GHENT, tel. no. 09/225.23.16, hereafter referred to as ‘DGDM’.

2. Scope of application

The clauses in these general terms and conditions apply for the services provided by DGDM, its partners, associates, trainees or staff, respectively all persons for whose acts or omissions DGDM could be held liable.

3. Services
   3.1 The services of the lawyers encompass all activities customarily carried out by lawyers, such as providing legal advice and counsel in disputes brought before the courts (non-exhaustive description).

   3.2 DGDM may freely assign the partners, associates and staff of DGDM to provide the services under its responsibility, with the assistance of third parties as necessary.

   3.3 If it is necessary for performing the assignment that a call be made on a process server or a translator, the client leaves the choice thereof to DGDM. These appointments are made on behalf and for the account of the client. The client agrees that DGDM accepts liability limitations stipulated by these third parties. DGDM is not liable for the actions of the process server or translator.

4. Fee
   
   4.1 Unless agreed to the contrary in writing, the hourly rate for which services are performed amounts to € 182.00/hour. For associate partners this hourly rate amounts to
   € 210.00/hour. For partners this hourly rate is € 260,00 / hour. These amounts are exclusive of VAT.

   4.2 A VAT levy of 21% is added to all fee statements/invoices drawn up since 01.01.2014.

   4.3 The rates applied by DGDM may be adjusted or increased annually on January 1. This adjustment is based on the increase in consumer prices as measured by the consumer price index of November of the previous year.

If the rates are increased, the increase will not exceed the percentage rise in the consumer price index. DGDM reserves the right to propose a higher adjustment in the event of exceptional economic circumstances, subject to the Client’s written approval. The Client will be informed in writing of the new rates applicable from January 1 no later than December 15 of the preceding year.

5. Costs

A flat fee of 15% (excl. VAT) is charged for administration costs on top of the fees charged as mentioned in article 4 of these general terms and conditions. This flat fee covers all administrative costs incurred on behalf of the client, including travel costs in Belgium.

Expenses incurred on behalf of the client (such as the fees for bailiffs, notaries, appraisers and external lawyers, travel costs outside Belgium, travel and catering costs, courier and special shipping costs, research and document binding costs, costs for translation agencies, etc.) will be detailed separately and invoiced, subject to VAT where applicable. These costs are not included in the 15% flat fee.

While the services are being provided, DGDM may at any time or at the request of the client, request advances or make interim settlements according to anticipated costs, services, court costs or the expenses already incurred or services performed.

6. Payment

Invoices must be paid by the indicated due date, to the bank account number shown on the invoice. Failure to meet the payment deadline automatically results, thus without a reminder or notice of default being required, in interests for late payment being due as per the interest  rate provided for in article 5 of the Act of 2 August 2002 on combating late payments in commercial transactions. Any late payment shall also form lawful grounds for fixed damages of 10% of the outstanding invoice amount to be charged, with a minimum of € 50.00 to cover administrative costs. Failure to pay a single invoice on time shall automatically render all outstanding invoices payable, regardless of their due dates.

7. Arrears

Any instance of payment arrears entitles the lawyer to suspend work on the case in question until the accounts are properly settled. For the same reasons, or for reasons related to the code of ethics by which the lawyer is bound, the lawyer may terminate the services subject to formal notification of the client. DGDM cannot be held liable for any consequences from the suspension of the work on the case.

8. Third-party monies

   8.1 DGDM shall pass on to the client all amounts that it receives for the latter as soon as possible. If DGDM cannot pay on an amount immediately, it notifies the client of the receipt of the amount and informs him of the reason why the amount is not being paid on.

   8.2 DGDM may withhold sums from the amounts that it receives for the client’s account in order to cover the outstanding advances or expenses and fees statements. This provision does not affect the client’s right to contest the expenses and fees statements of DGDM and to demand payment of these withheld amounts.

   8.3 DGDM shall pass on all amounts that it receives from the client for the account of third parties to the latter as soon as possible.

9. Processing of personal data

With regard to the processing of personal data for the purpose of our services, DGDM shall act as controller within the meaning of the European General Data Protection Regulation no. 2016/679 of 27 April 2016 and the Belgian Act of 8 December 1992 on the protection of privacy in relation to the processing of personal data, as amended or replaced from time to time. The processing activities of DGDM and the rights that are granted to the client within this framework are described in greater detail in the Privacy Policy of DGDM, which can be found on www.degroote-deman.be. For all requests or other questions relating to the processing of the personal data of the client, the latter can contact info@degroote-deman.be.

10. Anti-money laundering and anti-terrorism financing

The Act of 18 September 2017 on the prevention of money laundering and terrorist financing and restriction on the use of cash (hereafter referred to as the “anti-money laundering legislation”) obliges law firms such as DGDM to identify its clients, their directors and ultimate beneficial owners (UBOs).

The identification information that must be provided by the client differs depending on whether the client is a natural person, a legal entity, a trust, a fiduciary, or a similar legal structure or a UBO.

The client undertakes to provide, at his own initiative, all documents on the basis of which the identification of these persons can be made and allows DGDM to save a copy of these documents in a special database.

In addition, the client shall inform DGDM as soon as possible of any change in his situation or capacity and he will produce proof of such a change. This information must be provided to DGDM before or at the moment that the business relationship with DGDM is entered into. If the nature of the case itself requires it, or if the specific situations in the anti-money laundering legislation require that DGDM exercises greater vigilance (depending on e.g. the client’s country of origin or the proposed transaction, the difficulties with the identification, the unusual relationship with the client, or as a result of the nature of the activities or the qualification of the client as a politically prominent person), the client undertakes to answer every question of DGDM so as to enable DGDM to fulfil its obligations.

If the aforementioned obligations cannot be fulfilled before or upon entering into the business relationship with DGDM, the latter reserves the right not to enter into the business relationship, to terminate the existing relationship, or to provide services to only a limited extent.

If DGDM assists the client in his defence or in the assessment of his legal position, DGDM is strictly bound by the duty of professional confidentiality. However, the anti-money laundering legislation obliges DGDM, in specific situations as described in the anti-money laundering legislation, to inform the Head of the Bar Association as quickly as possible once DGDM  knows, suspects or has reasonable grounds to assume that funds, transactions (or attempts to perform such transactions) or facts relating to money laundering and terrorist financing are being used or carried out. The Head of the Bar Association who oversees the duty of professional confidentiality in the specialised field will report any suspicions, where applicable, to the Financial Information Processing Unit (FIPU).

If the client gives DGDM an order that qualifies as a “reportable cross-border transaction” (as defined in the EU Directive 2018/822, which must be implemented in Belgian law), DGDM shall be obliged to satisfy the applicable reporting obligations, unless the Belgian legislature allows the legal professional privilege to be invoked.

11. Liability and insurance.

11.1        If any liability results from the execution of the assignment by DGDM, in accordance with the stipulations in 11.3, this liability shall be limited to the amount payable in the event according to the relevant liability insurance of DGDM.

11.2        If for any reason whatsoever, payment is not made pursuant to the insurance referred to in article 11.1, all liability is limited to three times the amount billed by DGDM and paid by the client in the relevant case within the relevant year, with a maximum of € 75,000.00.

11.3        DGDM is authorised to accept any liability limitations of third parties as referred to in article 3.3 on behalf of the client. Any liability on the part of DGDM for a deficiency of a third party shall be limited to the amount that the client would have been able to obtain in a direct claim against the third party.

11.4       The liability of DGDM is covered by professional liability insurance taken out with insurer N.V. AMLIN EUROPE, with its registered office in Amstelveen, The Netherlands, Commercial Register No. 33055009, AG INSURANCE and HDI Global:

Guarantee: € 12,500,000.00 per insurance year.
Deductible: € 2,500 per damage claim, € 1,250 for trainee-lawyers.
Territoriality: is included in art. 9 of the policy. Art. 9 stipulates: the guarantee for this contract is applicable to the consequences of acts committed anywhere in the world, for activities that the insured parties carry out from their offices in Belgium and subject to the clarifications in art. 8. However, the insurance does not cover claims against the insured parties that are made in the USA or Canada, or subject to the laws or jurisdiction of the USA or Canada.

12. Competent court and applicable law

The courts falling under the authority of the Courts of Appeals of Ghent and the Province of East Flanders, as well as the Justice of the Peace of the canton in which the registered office of DGDM is located, have exclusive competence to examine and adjudicate any disputes or conflicts.

Only the laws of Belgium are applicable.