General Terms and Conditions for Services

1. Our services

Simont Braun provides legal assistance in all areas of business law. Each case is handled by a partner or counsel and an associate.

2. Our fees and expenses

2.1. Method of calculating fees

Our fees are generally calculated on the basis of an hourly rate, which ranges from € 250 to € 565 for partners, and counsels and from € 130 to € 340 for associates. The hourly rates vary according to the experience possessed by and the efficacy expected of each practitioner rendering services in the case in question. They are revised periodically. An hourly rate of € 50 applies for services rendered by paralegal.

Matters may be invoiced taking into account other standard criteria such as the importance of the case, the duties to be performed, the complexity of the case and the client’s financial means. In certain cases, a success fee may be charged, particularly cases involving litigation.

2.2. Expenses and disbursements

A flat-rate charge amounting to 6% of the fee is made to cover miscellaneous expenses.

Consultation of certain outside databases may be invoiced at cost.

Simont Braun reserves the right to charge photocopying of an unusual or complex scope at cost. Expenses for registered/recorded delivery post, carriers, court officers, court registry fees, experts, translators, etc. are invoiced at cost.

Expenses for travel by car (not including taxis) outside Brussels are charged at € 0.45/kilometre; other travel expenses (taxis, rail, air, etc.) and parking are charged at cost.

2.3. Value added tax (VAT)

VAT is charged on all our fees.

2.4. Requests for down payments and statements of fees

Requests for down payments may be issued in accordance with progress in the case.

We issue interim statements of fees and expenses at regular intervals. A final account is rendered upon completion of the case.

2.5. Estimate of fees and expenses

It is generally difficult to give an advance estimate of the fees and expenses likely to be incurred in a case (especially in court proceedings) given the developments or unforeseen turns that events may take because of the various parties involved in the case or potentially owing to factors specific to the client’s pursuit of his objectives. We endeavour to provide reasonable estimates that, for these reasons, will not nonetheless, under any circumstances, constitute commitments on our part, unless we agree a fixed fee or a fee cap.

3. Payment of our invoices

Our invoices are payable upon receipt. If any invoice is not paid within 15 days of receipt, we shall charge default interest at the maximum applicable rate. Any question concerning an invoice must be taken up with the partner in charge of your case as soon as possible; in any event, your right to protest invoices will expire one year from the date of dispatch. If any individual item on an invoice is disputed, the undisputed items shall nevertheless be payable immediately.

Our invoices are payable in euros.

If any invoice remains unpaid, we will be entitled, upon giving notice in writing, to suspend all work relating to the case to which the invoice relates. If a subsequent reminder also goes unheeded, we may terminate our services.

Our invoices are payable net of any tax deduction or withholding, and, where such is due, the relevant invoice amount shall be grossed up such that we receive the net amount of our invoice after the deduction or withholding.

If we agree that the fees, expenses and disbursements owed to us are to be paid by a third party, you shall nonetheless remain liable if that party should fail to make payment within a reasonable period.

Any sum that we might be required to hold on your behalf shall be deposited in an escrow account in accordance with our code of ethics. We shall not be liable for any loss, howsoever arising, including default by the bank with which the account is held.

4. Communications between the parties

We may communicate with you by post, fax or e-mail, assuming that you have taken adequate measures to ensure the security and confidentiality of such communications (including the risk of interception or unauthorised access and virus risks). Simont Braun maintains adequate information security measures.

5. Confidentiality and relations with other clients

5.1. Confidentiality

All information that you pass to us that is not in the public domain will be considered confidential. We shall not disclose it to third parties without your prior consent or unless we are required to do so by law or by a judicial or administrative authority. We may nonetheless pass any relevant information relative to your affairs to other counsel unless you instruct us otherwise.

We will request your consent before we, for public relations purposes, disclose the fact that we act on your behalf.

5.2. Conflicts of interests

We act for a large number of clients and may find ourselves in a situation where we assist clients with interests competing with yours. However, in accordance with our code of ethics, we undertake to avoid acting where there is a conflict of interests or a significant risk of a conflict of interests with cases in which you have instructed us, though you understand that we cannot always anticipate such situations. If you are aware of a potential conflict, you are asked to inform us accordingly as soon as possible.

6. Documentation and opinions

You may freely use and copy, exclusively for your own use, all opinions and documentation we deliver in the context of any of your cases, but they shall be deemed confidential and all relevant intellectual property rights shall continue to be held by us.

We keep case files in accordance with the requirements incumbent on us. We will return originals on request. Upon expiry of the retention period laid down in the relevant legislation and our code of ethics, we may require to destroy files without informing you, unless you ask us to keep certain documents.

7. Foreign correspondents, notaries public and other experts

We may, where such is required or appropriate for a case in which we are instructed, call on the services of notaries public, correspondent lawyers, industrial property attorneys, experts and other advisers on your behalf and at your expense. You will be consulted before we instruct any third party whose fees and expenses you will have to pay. We will be authorised to pay all legal fees and expenses that are necessary or useful in providing assistance to you. We will assume no liability for the advice provided, the services rendered or any shortcomings on the part of third parties engaged on your behalf.

8. Professional obligations

8.1. Compliance with code of ethics

We practise a regulated profession subject to codes of ethical standards laid down by the French and German-Speaking Bar Association (www.avocat.be), the Flemish Bar Association (www.advocaat.be), the Bar Association of the Court of Cassation (www.avocass.be), the French Bar Association of Brussels (www.barreaudebruxelles.be) or the Dutch Bar Association of Brussels (www.baliebrussel.be), depending on the lawyer concerned. Additional information on the professional rules under which we practise can be obtained from these associations.

Any difficulty relating to compliance with our code of ethics may result in a complaint being lodged with the President of the Bar of which the lawyer handling your case is a member. In the event of your objecting to our fees, conciliation, mediation and arbitration procedures may also be initiated by the relevant Bar Association. Information on these matters can be obtained from the aforementioned websites.

8.2 Disputes with a client and/or consumer

In the event of a dispute between the client-consumer and the lawyer who is in charge of his case, the parties shall attempt to settle the dispute amicably prior to the start of any proceedings. Should the dispute fail to be resolved in such a manner, the client-consumer may refer the issue to the Mediation Department of the Bar Association of which the lawyer is a member. Detailed information concerning the above can be obtained at the following addresses or websites:

The Ombudsman service of the Order of French-and German-speaking Bars:
Avenue de la Toison d’Or, 65
1060 – Bruxelles
Tel: 02/648.20.98
E-mail: ombudsman@ligeca.be – info@ligeca.be
Site: http://obfg.ligeca.be/fr
The Mediation service of the Order of Dutch-speaking Bars:
Rue du Moniteur, 8
1000 Bruxelles
Tél: 02/227.54.70
E-mail: oca@ligeca.be
Site: http://oca.ligeca.be
Where the dispute is related to online services, the client-consumer can consult the ODR platform (http://ec.eu/odr) the purpose of which is the extrajudicial settlement of existing disputes.

8.3. Identification requirements

Belgian regulations on the prevention of money laundering and terrorist financing require law firms to identify their clients, principals and beneficial owners. Without prejudice to the investigations that we may carry out, notably by consulting various databases, you undertake to provide spontaneously – prior to any service – all the documents necessary to comply with the regulations and authorises us to store the information received in a specific database. In addition, you will inform us in writing as soon as possible of any change in the data provided.

If we consult service providers subject to similar obligations (notaries, auditors, foreign lawyers, etc.) on your behalf, you authorize us to forward to these service providers the information in our possession.

8.4. Nature of the advice provided

The sole purpose of our engagement is to provide assistance in relation to litigation as well as legal, and where required, fiscal advice. It is not our role to advise you on the advantages and disadvantages of an investment transaction, and our advice should not be construed as an invitation or encouragement to take a given investment decision.

9. Scope of liability

9.1. Limitation of liability and acts of God

The liability of Simont Braun and its lawyers for any damage, loss or costs incurred by you in relation to our services is limited to the amount of our insurance coverage as set out in Article 9.2.

We shall under no circumstances be liable to any third party.

Where persons other than us are liable for work on a case in respect of which a professional liability claim is raised (whether joint and several liability or otherwise), our liability will be limited to our prorated share of the aggregate liability in respect of which the claim is raised.

Furthermore, in such a case, our prorated share of liability to you will not be increased pursuant to:
– any agreement between you and another liable party, limiting or excluding the latter’s liability;
– your being unable to recover any outstanding sum from that or any other person.

If, in spite of the foregoing, our alleged liability exceeds our prorated share in the said aggregate liability and if we have a right of action against another party and that right is reduced owing to an agreement by and between you and that party, our liability to you shall be reduced accordingly, to the extent legally permissible.

The foregoing provisions shall continue to apply after termination of our engagement.

9.2. Our liability insurance

Our professional third-party liability is covered by a primary policy with the company selected by the French and German-Speaking Bar Association referred to in section 8.1, which is currently Ethias SA, having its registered office at 24 Rue des Croisiers, 4000 Liège. The insured amount is € 2,500,000 per claim for all types of damage. The geographical insurance cover is worldwide, with the exception of liability cases that fall under the laws or jurisdictions of the United States of America and Canada.

Our professional third-party liability is covered by second-ranking policies taken out with: AIG Europe, a company incorporated under French law, with a subsidiary at 11 Boulevard de la Plaine, 1050 Brussels; HDI Gerling Assurances SA, having its registered office at 273 Avenue de Tervuren, Box 1, 1150 Brussels and Ethias SA, having its registered office at 24 Rue des Croisiers, 4000 Liège. These policies comprise additional cover of € 10,000,000 per claim, once the primary policy has been exhausted.

Our professional civil liability is covered by third-ranking policies taken out with: HDI Gerling Assurances SA, having its registered office at 273 Avenue de Tervuren, Box 1, 1150 Brussels; AIG Europe, a company incorporated under French law, with a subsidiary at 11 Boulevard de la Plaine, 1050 Brussels and Zurich Insurance PLC, having its registered office at Da Vincilaan 5 (Building Caprese), 1930 Zaventem. These policies comprise additional cover of € 30,000,000 per claim, once the primary and second-ranking policies have been exhausted.

Our professional civil liability is covered by a fourth-ranking policy taken out with: Allianz Benelux S.A., having its registered office at Boulevard du Roi Albert II 32, 1000 Brussels. This policy comprises additional cover of € 10,000,000 per claim, once the primary, second- and third-ranking policies have been exhausted.

The geographical cover of the second and third-ranking policies is worldwide, without exclusion of liability actions in the United States of America and Canada. The precise conditions of our policies, including the exclusions and excesses, will be sent to you on request.

9.3. Data protection

The protection of privacy and the security of personal data of our clients are of the utmost importance to Simont Braun. When we process personal data received from or relating to our clients or to their employees, officers, directors, servants, agents or independent contractors, this processing occurs in accordance with our Privacy policy, which is an appendix to our general conditions, and in compliance with applicable laws and regulations. By using our services after the communication of our general conditions, you acknowledge that you have received a copy of our Privacy policy.

When you transfer personal data to us, such as data relating to your employees, officers, directors, servants, agents or independent contractors, you guarantee that you are legally authorized to do so and that this transfer occurs in compliance with applicable laws and regulations. In particular, you guarantee that the data subjects have been informed of this transfer and of our Privacy policy (or other appropriate information about the processing of their personal data by Simont Braun). You will hold Simont Braun harmless from any claim of any data subject in case this claim is a direct or indirect consequence of a violation of these guarantees or of your obligations under applicable data protection laws and regulations.

10. Termination of relations

Either party may terminate the engagement by serving relevant written notice on the other party.

In any event, you shall remain liable for payment of our fees, expenses and disbursements until the date on which we cease to act as your counsel.

11. Scope of the agreement

These general terms and conditions replace any prior agreement. Unless otherwise agreed, these general terms and conditions constitute all our agreements concerning the terms of our engagement. They govern the entire relations between you and us.

12. Acceptance

Any request for services from Simont Braun made by you after you have been informed of our general terms and conditions and any amendments shall constitute constructive acceptance of these general terms and conditions and such amendments.

13. Applicable law and jurisdiction

These general terms and conditions and their interpretation and application are governed by Belgian law. They shall take precedence over any other general terms and conditions of the client unless otherwise agreed.

Any and all disputes relating to our services shall be referred to the competent courts in Brussels.