General Terms of Business

General terms Crivits & Persyn of Business (version October 2022)

1. Scope

1.1 These General Terms and Conditions (the ‘terms’) apply to all work which Crivits & Persyn SPRL/CVBA (registered with the Register of Legal Entities Ghent, division Bruges, under the enterprise number 0446.760.521, having its seat in Bruges, Ezelstraat 25) (the ‘firm’), its partners (the ‘partners’, and each individually as ‘partner’), the lawyers and employees with whom the firm collaborates (the ‘associates’, and each individually as ‘associate’) or any company affiliated (“verbonden”, in the meaning of article 1:20 of the Belgian Code on Companies and Associations) 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. The application of general or other terms and conditions of the client is excluded.

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 (together ‘related persons’) 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 related 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, costs and expenses

2.1 The firm will charge fees and expenses for its services.

2.2 Unless otherwise agreed in writing, services will be invoiced on the basis of the time spent at the hourly rates that apply for the partner or associate who has provided the services. The firm can revise the hourly rates of its partners and associates at any time based on their seniority, experience and expertise, evolutions of the general price levels or rates of other law or consulting firms and/or other valid reasons. New hourly rates shall also apply to assignments in progress. The client can receive an overview of the currently applicable hourly rates at any time.

In addition to the fees that are payable on the basis of the time spent on an assignment, 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.

2.3 In addition to the fee, the firm charges a flat percentage on the fee to reimburse general administration and office expenses. This includes the administrative opening and administrative management of the file, the administrative processing of correspondence and other documents, typing costs, prints, scans and copies, mailing costs of ordinary and registered letters and e-mails (but not courier services) and normal telephone costs. The firm can always revise this flat rate depending on increased infrastructure and/or personnel costs, legal obligations, evolutions of the general price level and/or other valid reasons.

By way of an example, the following items are not included in the general administration and office expenses, and are therefore charged separately, in addition to the flat-rate cost:

- the costs incurred for travel outside Bruges (by car or public transport);

- the amounts due to third parties (such as bailiffs, courts and tribunals, accountants, translators, couriers, for consulting databases, etc.) and other expenses incurred in the context of an assignment. The firm may apply a surcharge or an increase on amounts due to third parties and other expenses.

2.4 Unless stated otherwise in writing, 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.

2.5 The client will periodically receive an invoice for fees and expenses (typically on a monthly basis). In addition, the firm may invoice advances on fees and costs before starting a contract or during its execution.

2.6 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 liable to pay the fees and costs with regard to the firm. The client guarantees that on his behalf or, as the case may be, on behalf of the legal entity to which the invoice is addressed at the client's request, a lawful basis exists to charge the firm's invoices. If necessary, the services and costs invoiced by the firm will be spontaneously re-invoiced by the addressee of the invoice, for whom the client stands assurance if the addressee is not the client himself, to the actual beneficiary or be booked as a current account receivable of the addressee of the invoice on the beneficiary. The client and any other addressee of an invoice, for which the client assumes responsibility, shall comply with all applicable tax and accounting obligations in this regard.

2.7 The client or any other addressee of an invoice is obliged to check the invoices from the firm immediately upon receipt. Without prejudice to any previous acceptance (tacit or otherwise), the addressee of the invoice (for whom the client stands assurance if the addressee is not the client himself) 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 shall be 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 2 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 EUR 125 per invoice.

3.2 In the event of payment arrears, the firm is legally entitled to suspend the (further) performance of any work for the client 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 any 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 invoices due by the client or persons or companies affiliated with the client, the firm may withhold amounts from the money it receives on behalf of the client, after notifying the client.

4.2 Under no circumstances shall the firm be held liable if the financial institution where the third party account is held by the firm fails to meet its obligations (such as, without limitation, in the event of bankruptcy or judicial reorganization or other situations of insolvency) or commits (legal) acts that cause the client to suffer damage.

5. Engagement of third parties

The firm may rely on or call in third parties for the performance of work instructed by the client, and will exercise the necessary 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 Except in the case of willful misconduct (“opzet”), any possible liability - both contractual and extracontractual - of the firm and related persons is limited to an amount equal to five times the total fees paid by the client for the contract in question and, in any case, to an amount of EUR 350,000.00. If a liability is insured and the policy provides a higher coverage, however, the maximum liability shall be increased to the amounts effectively covered by the insurance (it being understood however, that this does not imply any obligation to take out liability insurance).

6.2 The client may only claim compensation for damages due to intentional or gross negligence or, except in cases of force majeure, due to the failure of the firm to perform essential obligations. Moreover, any indirect or consequential damages, including damages suffered by third parties or loss of profits, are not eligible for compensation.

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, under penalty of forfeiture. 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 two years 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 three years after the end of the assignment 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 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. Retention of documents

The firm shall retain documents transmitted to it for a period of five years after the termination of the contract. After the expiration of that period, the firm may have all physical and digital documents, including originals, destroyed. The firm will return original documents still in its possession (such as signed agreements, expeditions of judgments or rulings, bailiff's orders, etc.) at the first request of the client.

9. Processing of personal data

9.1 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 and how they can exercise those rights. This statement also explains the rights of natural persons with regard to their personal data. The privacy statement can be consulted on 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.

9.2 Clients shall only communicate data with regard to other natural persons to the firm or a related person if it is lawful to do so, and if 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 related persons against all claims in this respect.

9.3 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.

10. Prevention of money laundering

10.1 Depending on the nature of the services provided by the firm, the firm's lawyers are subject to the Act of September 18, 2017 on the prevention of money laundering and terrorist financing, which also imposes ethical obligations. These regulations aim to prevent money laundering and the financing of terrorism and, to that end, impose a number of mandatory obligations on lawyers.

Lawyers are required to identify their clients, and to request and retain a number of documents attesting to their identity for a period of ten years. To this end, the firm may carry out checks with the help of external electronic databases. The client accepts that the associated costs shall be at his expense.

Throughout the duration of the client relationship, lawyers are also subject to a duty of vigilance that may result in additional information being required. Lawyers not only have this information and vigilance obligation with respect to clients (natural and legal persons), but also with respect to their agents, such as the directors of companies, and their ultimate beneficial owners ("UBOs").

10.2 The above-mentioned procedures require the cooperation of the client, and also oblige clients working under the form of a legal entity or other legal arrangement to inform the firm of the identity of the UBO. The client undertakes to inform the firm of any change that may affect his or her status, and to provide the information requested by the firm on first request.

If the client refuses to provide the information upon request, the firm will not be able to enter into the business relationship. If preliminary action has already occurred, any further intervention will have to be terminated.

10.3 If, in the performance of the activities envisaged by the regulations, lawyers discover facts which they know or suspect to be related to money laundering or the financing of terrorism, they must immediately report this to their President of the Bar Association, except when their activities are aimed at determining the legal position of their client or at defending or representing their client in (connection with) a lawsuit. The President of the Bar Association will decide whether or not to forward the information received to the Financial Information Processing Unit. Neither the firm nor its attorneys are liable as a result of any reporting that is made in good faith.

11. Miscellaneous

11.1 If any provision of these terms (or any part thereof) is void, unlawful, non-enforceable, considered to be unwritten or otherwise contrary to a statutory provision that is imposed by law or public order (an ‘invalid provision’), this invalid provision will only be void, invalid or non-enforceable or be considered to be unwritten 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.

11.2 An invalid provision shall be replaced by a valid and enforceable provision that legally and economically approximates as closely as possible to the scope and intention of the invalid provision (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 provision. The courts and tribunals are thereby explicitly granted substitution authority for that purpose.

11.3 All (the results of) the works 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 event, third parties shall not be able to invoke such (results of) works or services, nor will they be able to assert claims on the basis of thereof.

11.4 The client shall submit these terms to, and shall ensure that these terms are accepted by and enforceable against, its directors, managers and shareholders, as well as by the persons (natural or legal) to whom the firm sends an invoice or who pay fees or expenses in connection with a contract granted by the client, so that these persons shall also be bound by these terms.

11.5 The Dutch language version of these terms takes precedence over any translations thereof.

11.6 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 any 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.

12. 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.