1.1 These General Terms and Conditions (the ‘Conditions’) apply to every contract that is granted to, and to any other (contractual or extra-contractual) legal relationship with Crivits & Persyn CVBA (RPR Ghent, Bruges department – VAT BE 0446.760.521) (the ‘firm’), its associates (the ‘associates’, and individually, the ‘associate’), and the lawyers and employees with whom the firm works (the ‘firm employees’ and individually, the ‘firm employee’), except where (and to the extent, where appropriate) this would be in conflict with imperative or ethical provisions. The application of the general or other conditions of the client or co-contractor (the ‘client’) is excluded.
1.2 The firm only enters into an obligation of best efforts with regard to its client, and not into an obligation of result. Any contract accepted by the firm will be carried out with the required professionalism. In this context, the firm must always rely on all the information provided by the client being correct and complete.
1.3 Even if a contract is explicitly or tacitly assigned to a specific associate or firm employee, or with the intention of being carried out by a specific associate or firm employee, the contract will be carried out by the firm (provided that the firm actually accepts the contract). Associates, firm employees and any companies or persons linked to an associate or firm employee (whereby associates, firm employees and companies or persons linked with an associate or firm employee are hereinafter referred to as ‘affiliated persons’ and individually as the ‘affiliated person’) shall not enter into any commitment whatsoever, and shall not have any obligations towards the client. The client waives all possible rights, claims and demands against affiliated persons.
1.4 If a written agreement has been concluded between the firm and the client, the contract may be extended or an additional contract may be added at any time, without a written amendment to the agreement being required. Any service that is provided without an immediate protest on the part of the client will be deemed to be provided in implementation of a contract assigned by the client.
2. Fees, costs and expenses
2.1 The firm will charge fees and expenses for the services it provides. Unless otherwise agreed, services will be invoiced on a time-and-expense basis at the hourly rates that apply for the associate or firm employee who has provided the services. The firm determines the hourly rates on the basis of the experience of the associate or firm employee who provides the services. These rates are regularly reviewed (at least annually). Modified hourly rates shall immediately apply to contracts in progress. In addition to the fees that are payable on the basis of the time spent on a contract, the firm may charge an additional fee or a success fee, taking account of, for example, the importance or urgency of the case, the special knowledge required by the lawyers who provide the services, or the result achieved. Office costs will be charged in addition to the fees. These are fixed costs determined by the firm. The client may at any time request an overview of the currently applicable hourly rates and office costs.
2.2 Third parties costs and other expenses that have been made or incurred during the implementation of a contract will be charged to the client. The firm may apply a surcharge or increase to the third-party costs and other expenses.
2.3 Unless stated otherwise, the firm's hourly and expense rates do not include value-added tax (VAT). The fees, costs and other amounts charged by the firm are to be increased by the statutory VAT, which is fully borne by the client.
2.4 The client will regularly receive an invoice of the fees and costs (in principle, on a monthly basis). In addition, the firm may invoice advance payments before starting a contract or during its implementation.
2.5 The firm is willing to receive payments from third parties (other than the client), on the understanding that the client shall at all times remain obliged to pay with regard to the firm.
2.6 The client is obliged to check the invoices from the firm immediately upon receipt. Without prejudice to any previous acceptance (tacit or otherwise), the client is deemed to have irrefutably accepted an invoice from the firm in the absence of any substantiated written protest within eight calendar days following receipt of the invoice. Every invoice is deemed to have been received by the client on the first working day after the invoice date, unless the client can prove otherwise.
3. Arrangements regarding payment
3.1 Invoices from the firm are payable within fourteen days following the invoice date. From the due date of payment, the client is legally obliged, without prior notice of default, to pay default interest at the interest rate applicable in accordance with the Law of 2 August 2002 on combating late payment in commercial transactions, and to pay a flat rate compensation of 10 % on the overdue amount, with a minimum of 125 euro per invoice.
3.2 In the event of payment arrears, the firm is legally entitled to suspend the (further) implementation of the contract without prior notice of default, even if the non-payment relates to a different contractual relationship with the client. If an invoice is not fully paid on the due date, all outstanding invoices will automatically become immediately payable without prior notice of default.
4. Third party funds
4.1 The firm has a separate bank account for financial transactions with funds intended for clients or third parties. In order to settle any outstanding invoices, the firm may withhold amounts from the money it receives on behalf of the client, after notifying the client where appropriate.
4.2 Under no circumstances shall the firm be held liable towards the client if the financial institution where the third party account is held should become bankrupt, should act in a negligent manner or becomes involved in legal actions that could adversely affect the client.
5. Use of third parties
The firm may use third parties for the implementation of a contract, and will exercise due care in the selection of such third parties. The firm shall not be liable for any acts or omissions of third parties.
6. Liability and claims
6.1 The firm shall only be liable for damage that results from gross negligence, gross error or fraud in the implementation of a contract. In addition, any indirect or consequential damage, including damage suffered by third parties or any loss of profit shall not be eligible for compensation.
6.2 Any possible liability – both contractual and extra-contractual – is limited to an amount equal to three times the total fee paid by the client for the contract in question, without prejudice to the following. Any liability is in any case limited to an amount of EUR 250,000.00. If a liability insurance provides guarantees for higher amounts, however, the liability shall be increased to the amounts effectively guaranteed by the insurance company for the relevant damage claim.
6.3 If damage is partly caused by third parties, the firm shall only be liable for damage that is directly caused by the error or negligence of the firm, without being jointly and severally liable with those third parties.
6.4 The firm shall not be liable for delays or shortcomings in the implementation of a contract as a result of force majeure or any (other) event beyond its control.
6.5 A claim against the firm must be immediately initiated in court, on pain of forfeiture. Any claim against the firm shall in any case lapse if legal proceedings regarding the claim have not been initiated within one year after the circumstance that gives rise or may give rise to the claim has been detected, or could reasonably have been detected.
6.6 Without prejudice to shorter periods pursuant to the law or to these conditions, all claims against the firm shall expire two years after the end of the contract in question.
6.7 The client shall indemnify the firm and any affiliated person against claims from third parties in connection with, or arising from a client contract or the services provided to the client by the firm or affiliated persons.
7. Termination of the cooperation
The client and the firm - with the latter taking account of the ethical obligations in this respect - can terminate the agreement at any time by notifying the other party accordingly in writing.
8. Processing of personal data
8.1 The firm collects and processes personal data. The privacy statement of the firm provides more information about the manner in which and the reasons why the firm processes personal data. This statement also explains the rights of natural persons with regard to their personal data, and how they can exercise those rights. The privacy statement can be consulted on www.crivitspersyn.be. The firm can modify the processing of personal data at any time as a result of new processing purposes, legislation or technical developments, or for other reasons. In this case, the firm will update its privacy statement on its website.
8.2 Clients shall only communicate data with regard to other natural persons to the firm or an affiliated person if this is legitimate and the natural persons concerned have been fully informed accordingly in advance and have agreed to it, where appropriate. This applies, for example, to legal persons or their representatives who communicate to the firm the data of natural persons with whom they are associated. The client shall indemnify the firm and the affiliated persons against all claims in this respect.
8.3 The firm cannot be held liable in the case in which third parties, to whom it has provided data, transfer the personal data of customers to the local authorities in accordance with obligations imposed abroad.
9. General information
9.1 If any provision of these conditions (or any part thereof) is void, unlawful, non-enforceable or otherwise contrary to a statutory provision that is imposed by law or public order (an ‘invalid clause’), this invalid clause will only be void, invalid or non-enforceable to the extent to which the provision in question is contrary to mandatory law or public order, and the provision will continue to apply in full to the extent that the provision is not in conflict with mandatory law or public order. Moreover, this shall not affect the legal validity and enforceability of the other provisions of these conditions.
9.2 An invalid clause will be replaced by a valid and enforceable provision that legally and economically approximates as closely as possible the scope and intention of the invalid clause (the ‘substitution provision’). In this case, the substitution provision shall be determined mutually by the firm and the client, or by the courts and tribunals that are informed of disputes regarding an (allegedly) invalid clause. The courts and tribunals are thereby explicitly granted substitution authority.
9.3 All (the results of) the activities of associates or firm employees shall remain the exclusive property of the firm at all times, and may not be transferred to third parties by the client. In any case, third parties shall not be able to invoke such activities, nor will they be able to assert claims on the basis of these.
9.4 The client will ensure that these conditions are enforceable against its directors, managers, shareholders, staff, intermediaries, sub-contractors and other employees, so that they too are bound by these conditions.
9.5 The Dutch text of these conditions takes precedence over any translations.
9.6 Without prejudice to the provisions of Article 1.3 above, these conditions shall not only apply with regard to and for the benefit of the firm, but also with regard to and for the benefit of each affiliated person. Each affiliated person can therefore directly invoke these conditions with regard to the client or third parties. Notwithstanding the provisions of Article 1.3 of these conditions, and insofar as any claim could be initiated against affiliated persons, the limitations of the liability of the firm and of claims against the firm shall also apply mutatis mutandis to any liability of and claims against affiliated persons.
10. Applicable law and competent court
All legal relationships with the firm are governed by Belgian law. Only the courts and tribunals of the jurisdiction where the firm has its registered office shall be competent.