General Terms of Business

1. Scope

1.1 These general terms of business (the ‘terms’) apply to all work which Crivits & Persyn SCRL/CVBA (registered with the Register of Legal Entities Ghent, division Bruges, under the enterprise number 0446.760.521, having its registered office in Bruges, Ezelstraat 25) (the ‘firm’), its partners (the ‘partners’, and each individually, the ‘partner’), the lawyers and employees with whom the firm collaborates (the ‘associates’ and, each individually, the ‘associate’) or any company affiliated with a partner or an associate (an ‘affiliate’), are instructed to carry out, and to any other (both contractual and non-contractual) relationships with or towards any (natural or legal) person or entity who or which gives instructions, or on whose behalf instructions are given, to perform work or provide services (the ‘client’), except where (and to the extent) that these terms would conflict with imperative law. General or other terms of the client shall not apply.

1.2 The firm only undertakes best effort obligations, and no obligations of result. Any work or assignment accepted by the firm will be carried out with due care and professionalism. In the performance of the services, the firm may always rely on it that all information and documents provided by the client are correct and complete.

1.3 Unless stipulated otherwise in writing, all work which partners, associates or affiliates are instructed to carry out, shall be considered to be instructed to, and carried out by, the firm (provided that the firm actually accepts the work), even if the instructions require that the work is carried out by a specific partner or associate. Partners, associates and affiliates 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 The scope of work defined in a written agreement between the firm and the client can be extended, and additional work can be instructed by the client, at any time, without a written amendment to the agreement being required, provided however that such extension of the scope of work or additional work must be accepted by the firm. Any work or service that is performed or provided without an immediate protest from the client will be deemed to be instructed by the client.

2. Fees and expenses

2.1 The firm will charge fees and administrative expenses for its services. Unless otherwise agreed, services will be invoiced on a time-spent basis at the hourly rates that apply for the partner or associate who has provided the services. The firm determines the hourly rates on the basis of the experience and seniority of the partner or associate who provides the services. These rates are periodically revised (usually annually).

In addition to the fees that are payable on the basis of the time spent on the work or assignment, the firm may charge an additional fee or a success fee, taking account of, for example, the importance or urgency of the matter, the special knowledge or attendance required by the lawyers who provide the services, the complexity, the high monetary value or the result achieved.

In addition to the fees, the firm charges certain administrative expenses, calculated on a flat-rate basis per unit, as determined and may be revised from time to time by the firm.

Revised hourly rates and administrative expenses shall immediately apply to works and assignments in progress. The client may at any time request an overview of the current hourly rates and administrative expenses.

2.2 The client shall reimburse the firm for disbursements (other than administrative expenses charged on the basis of a flat rate per unit) that are made or incurred during the performance of work or provision of services, such as (but not limited to) expert fees, notary fees, translation costs, court fees, bank charges, courier fees, registration or mortgage fees, transcription costs, regulatory or other charges, travelling, subsistence and accommodation costs or whatever other fees, costs, expenses or charges that may be incurred in the conduct of the work. The firm may apply a surcharge or increase to disbursements.

Disbursements may be invoiced as they arise or an advance payment by the client may be requested. Where payments to third parties are required, the charge may be invoiced by the third party directly to the client, or the firm may forward the charge to the client for direct payment.

2.3 Unless stated otherwise, the firm's hourly and expense rates do not include value-added tax (VAT). The fees, expenses, disbursements and other amounts charged by the firm are to be increased by the statutory VAT, which has to be borne entirely by the client.

2.4 The client will periodically receive an invoice for fees, expenses and/or disbursements (typically on a monthly basis). In addition, the firm may invoice advances on fees, expenses and disbursements, or a retainer amount, before starting a work or during the performance thereof.

2.5 The firm is prepared to receive payments from third parties (other than the client), on the understanding however that the client shall at all times remain obliged to pay all fees, expenses and disbursements due to the firm (jointly and severally with any third party that has been instructed by the client to make a payment).

2.6 The client is obliged to verify the firm’s invoices 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 obliged, ipso iure and 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) performance of any work without prior notice, even if the non-payment relates to another contractual relationship with the client. If an invoice is not fully paid on the due date, all outstanding invoices will automatically become immediately payable, ipso iure and 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. Engagement of third parties

The firm may rely on, or engage, third parties to provide services or perform work instructed by the client, 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 loss or damage that results from gross negligence, gross error or fraud in the performance of works or provision of services. In addition, any indirect or consequential losses or damages, including losses or damages suffered by third parties or any loss of profit, shall not be eligible for compensation.

6.2 The firm’s aggregate liability – both contractual and non-contractual – toward the client shall be limited to an amount equal to three (3) times the total fee paid by the client for the work or services in question, without prejudice however to the other limitations of liability resulting from these terms. The firm’s aggregate liability is further limited to an amount of EUR 250,000.00 (two hundred and fifty thousand euros). 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 losses or damages are partly caused by third parties, the firm shall only be liable for losses or damages that are directly caused by the error or negligence of the firm, without being jointly liable with those third parties.

6.4 The firm shall not be liable for delays or shortcomings in the performance of work as a result of force majeure or any (other) event beyond its reasonable control.

6.5 A claim or action against the firm must, under penalty of forfeiture, be brought before court without any unreasonable delay. Any claim or action against the firm shall in any case lapse if legal proceedings regarding the claim or action have not been initiated within one year after the circumstance that gives rise or may give rise to the claim or action has been detected, or could reasonably have been detected by the client.

6.6 Without prejudice to shorter expiry periods pursuant to the law or these terms, all liability and other claims against the firm shall expire two years after the end of the work in question.

6.7 The client shall indemnify, and hold harmless, the firm and all of its partners, associates and affiliates against claims from third parties in connection with, or arising from work instructed by the client or the services provided to the client by the firm, its partners, associates and/or affiliates.

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. Miscellaneous

9.1 If any provision of these terms (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 terms.

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 hearing disputes regarding an (alleged) invalid clause. The courts and tribunals are thereby explicitly granted substitution authority for that purpose.

9.3 (The results of) the work performed and services provided by or on behalf of the firm 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 (results of) work or services, nor will they be able to assert claims on the basis thereof.

9.4 The client will ensure that these terms are enforceable against its directors, managers, shareholders, staff, intermediaries, sub-contractors and other employees, so that they are bound by these terms as well.

9.5 The Dutch version of these terms takes precedence over any translations thereof (including the present English translation).

9.6 Without prejudice to the provisions of Article 1.3 above, these terms 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 partner, associate and affiliate. Each of them can therefore directly invoke these terms with regard to the client or third parties. Notwithstanding the provisions of Article 1.3 of these terms, and insofar as a claim could be initiated against a partner, associate or affiliate, 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, partners, associates and affiliates.

10. Applicable law and competent court

All legal and other 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.