Terms and conditions

We take great care of our clients and thank you for your instructions. We look forward to (further) working with you and assisting you to achieve your commercial and business interests in the most efficient manner. We will treat your continuing instructions as acceptance of these terms and conditions.

Unless agreed otherwise in writing, the following terms and conditions apply to all services rendered by collaborators of Billiet & Co towards clients of Billiet & Co:

1. Accepting your instructions

1.1

“BILLIET & CO” is the trading name of BILLIET-LEGAL BV, a Belgian law firm company with Belgian company number 0705.814.362 and corporate seat located at Avenue Louise 146, 1050 Brussels, Belgium.

1.2

References in these Terms and Conditions to "we", "us", "our" and "the firm" refer to BILLIET & CO.

1.3

Your instructions are accepted by BILLIET & CO as specified in our present letter of engagement. Our retainer by you is governed by the terms of our letter of engagement and these terms and conditions. We shall not be obliged to carry out any work outside the scope set out in our letter of engagement. If there is a conflict between our letter of engagement and these terms and conditions, our letter of engagement shall prevail.

2. Conflicts of interest

2.1

In accepting your instructions, we have satisfied ourselves that there is no conflict of interest. Very occasionally a conflict of interest may arise or come to light during the progress of a matter. When we believe a potential conflict may arise, we will notify you immediately. We may need to withdraw from the case in such circumstances in compliance with our professional obligations.

2.2

Where we work on a matter for you jointly with one or more clients, the rights and obligations of the joint clients will be joint and several.

2.3

We act for a large number of clients, some of which operate in the same industry or sector. Some clients we represent may have, or develop, commercial or legal interests adverse to other clients. By agreeing to instruct us on these terms, you accept that this will not prevent us from acting for current or future clients who do, or may in the future operate in the same industry sector as you, or who may have or develop commercial or legal interests adverse to yours. You therefore agree that we may act for another client on any issue or matter in which you may have a commercial or legal interest. This does not enable us to act in situations of actual conflict of interest and will not affect our professional obligations in relation to any future instructions from you or any other client.

3. Third parties

3.1

Where we are instructed by a third party as agent for the legal client, the agent warrants that it has authority to retain us on these terms and to give us instructions on behalf of the legal client.

3.2

We owe no duty of care to and we do not accept any liability to any third party. If another person specifically requests the right to rely upon our advice, we will consider, but reserve the right to decline, any such request.

4. Electronic communications

4.1

We may communicate with you and others using email. This is on the basis that you accept the risks involved including but not limited to the risks of interception of or unauthorised access to such communications and the risks of computer viruses. We do not encrypt, password protect or digitally sign any e-mail or document sent by us unless otherwise requested.

4.2

We will take commercially reasonable measures to check for the most commonly known computer viruses.

5. Duty of care and confidentiality

5.1

We aim to provide you with a high quality professional service and we shall comply with all the requirements of our professional supervisory bodies regarding "Client Care". We review the progress of your matter and the quality of our service to you on a regular basis and keep you informed and updated as required. In addition, we may from time to time, at our own expense, seek an independent assessment of our performance and the quality of our service to you as part of our internal risk management process. Where external consultants, firms or organisations conduct audit or quality checks on our practice they are required to maintain confidentiality in relation to your files.

5.2

Our duty of care to you with regard to any matter shall commence upon receipt of your formal instructions to advise you in relation to your legal affairs on such matter. We shall have no liability to you whatsoever with regard to preliminary exchanges or discussions prior to receipt of your instructions to proceed to act on your behalf unless specifically accepted by us in writing as part of such exchanges or discussions.

5.3

When we receive information confidential to you, we owe you a duty to keep such information confidential. However, where we are instructed by a third party on your behalf, that duty of confidentiality does not apply to disclosure to that third party unless and until we are instructed otherwise directly by you.

5.4

Where we are acting for both the lender and purchaser in a matter, we have a duty to reveal fully to the lender all relevant facts about the purchase and any security.

5.5

By agreeing to instruct us on these terms you accept that our provision of legal services to you does not oblige us to disclose to you or use for your benefit any confidential information that we currently have or may obtain in relation to any other client or under any other retainer.

5.6

A duty of disclosure of documents may also arise in legal and/or arbitration proceedings on which we will provide advice, if applicable.

5.7

Where we hold documents and/or information in respect of which we owe a duty of confidentiality to you and which may be relevant to a matter on which we are instructed by another client, you agree that we may act for that other client on that matter without any further consent from you. In such a case, we will put in place such arrangements as we consider appropriate to ensure that the confidentiality of your documents and/or information is maintained.

5.8

Our duty of confidentiality does not apply to disclosure we make to our insurers pursuant to the terms of our professional indemnity insurance policy.

5.9

The Brussels Bar imposes upon us a professional and legal obligation to keep the affairs of the client confidential. This obligation however is subject to statutory exceptions in certain jurisdictions. Legislation on money laundering and terrorist financing has placed members of the Brussels Bars under a legal duty in certain jurisdictions and circumstances to disclose information. If while we are acting for you, it becomes necessary to make such a disclosure we may not be able to inform you that it has been made or of the reasons for it. We will not be in breach of our retainer and we will not be liable for any costs, claims or other losses incurred by you resulting from or in connection with our compliance with our obligations under the anti-money laundering and anti-terrorism legislation, whether or not clearance to proceed is given.

5.10

We may outsource certain administrative or support services such as translation, printing and document production. We will take all reasonable steps to ensure that there is no breach of our obligations of confidentiality to you.

6. Documentation

6.1

You are entitled to use and copy all documents created by us for you in the course of our retainer but only in connection with the retainer for which they are created. All copyright and other intellectual property rights in the documents created by us and related in any way to the scope of our work remain our property. We will be free to use the intellectual property in them to give advice to other clients provided we do not breach our duty of confidentiality to you.

6.2

We may store opinions and documents from Counsel and others in our computer system to enable us to provide prompt and efficient legal advice. We will ensure that the system is secure, that confidentiality is maintained, and that we comply with any data protection regulations and the implied undertaking of confidentiality on disclosure of documents.

7. Payment of our fees and expenses

7.1

As our client, you are responsible for paying our fees. Unless otherwise stated, we may send you interim bills or payment requests which are a final account of our fees for the work done during the period to which they relate. These are not final accounts in relation to disbursements that we have incurred on your behalf. Further bills will be rendered for subsequent periods on the same basis and we will send you a final bill after completion of the work. We may bring legal proceedings on interim and final bills which we have delivered as appropriate in the relevant jurisdiction.

7.2

Our bills are payable within 15 days upon receipt. If you have a query about a bill, you should contact Philippe BILLIET at once.

7.3

Penalty clause: We reserve the right to charge interest on unpaid bills at 15% per annum with a minimum of 250 EUR, and to terminate our retainer or to temporarily cease working on the matter for you if any payment request remains unpaid for 30 days after it has been sent to you.

7.4

Delay interests: Any late payment to us shall automatically give right to delay interests in the amount of 10% annually.

7.5

You must pay our fees and expenses without deduction or set off and free of any withholding or deduction in respect of any taxes or duties. If you are required by law to withhold or deduct tax, the amount of each bill must be treated as increased to the extent necessary to ensure that, after any withholding or deduction, we receive and retain a net sum equal to the amount of the payment request.

8. Disbursements and other charges

8.1

We charge at cost for disbursements such as travelling expenses, accommodation, international phone calls and faxes, video conference calls, couriers, stamp duty, court fees, filing or registration fees, search fees, CHAPS, international electronic payments and external photocopying and printing. VAT is added where applicable.

8.2

Internal printing (including binding), photocopying and other administration costs are charged at rates equivalent to those charged by external providers.

8.3

In certain jurisdictions in contentious matters it is sometimes necessary to deal with attorney fees and disbursements which may be recoverable by one party against the other and estimates for production to the court or arbitration tribunal. In these circumstances, we will explain at that time the procedure to you and assist you with the calculation of such attorneys’ reasonable fees and disbursements.

8.4

Where we engage other professional advisers or service providers such as counsel, overseas lawyers, expert witnesses, surveyors, technical consultants and translators on your behalf, we do this as your agents. You will be responsible for payment of their charges direct to them if required, in addition to our own and you will be bound by their terms and conditions of business. VAT may be payable on these fees. We reserve the right to invoice you in the foreign currencies in which the fees and expenses were incurred.

9. Payments on account and payment of disbursements

9.1

We may ask for payments on account of our fees and expenses. In such cases, we expect to be placed in funds before incurring any expenses for which you are responsible. In no circumstances, will we be required to do any further work or to incur liability for or advance payment of any external fees or expenses unless you have placed us in funds beforehand.

9.2

Payments made on account will only be used to settle a final bill in whole or in part when submitted. Interim bills must be paid in full upon receipt.

9.3

Any moneys received on your behalf will be held in a client account in accordance with the Brussels Bar Rules as amended and in accordance with local laws where appropriate.

10. Liability for the costs of another party

10.1

In any legal or arbitration proceedings, the court or tribunal may order the other party to pay some of the fees and expenses incurred by you. However, you will remain responsible to us for payment of our charges.

10.2

In some circumstances the court may order you to pay or contribute to the other party's legal fees and expenses, for example if you lose all or part of the case. Such fees and expenses would then be payable by you, in addition to our charges.

11. Covering our charges and any liability for costs of another party with insurance

11.1

In contentious matters, you may already have, or it may be possible to obtain, insurance which may cover the fees and expenses incurred by you and your liability, if any, for a third party's costs. We will discuss this possibility with you, should you wish.

12. Termination/Storage of papers and documents

12.1

You may terminate your instructions to us in writing at any time.

12.2

We reserve the right to cease acting for you either temporarily or permanently in certain circumstances, such as where you do not pay an or interim statute bill; or you do not comply with a request for payment on account; or you fail to provide us with proper or adequate instructions about the conduct of the matter; or there is a serious breakdown in the relationship between us including your failure or refusal to accept our advice; or we are instructed by any competent authority that we should cease to act for you; or we suspect that you or any third party connected with you or the matter on which we are instructed is involved in activities proscribed by applicable legislation on proceeds of crime or anti-money laundering and counter-terrorism financing.

12.3

If we cease to act for you:

• we will not incur any liability as a result;
• we will remove our name as your legal representatives from the court record in any court proceedings;
• you will receive a final account (including all outstanding legal fees and disbursements);
• you must pay our fees for work and expenses incurred up to the time we cease to act.

12.4

To the extent permitted by law we reserve the right to retain your papers and documents while there is money owing to us.

12.5

We have your authority to destroy the papers and documents and our file after 5 years from completion of the work or the date we cease acting for you, unless we have agreed a longer period with you in writing.

12.6

It is your responsibility to collect from us any documents you need to keep for tax or other purposes.

13. Data protection and privacy policy

13.1

All personal information relating to our clients and to others with whom we have professional dealings is held and processed by us in accordance with your instructions, applicable data protection legislation and the rules of any regulatory body with jurisdiction over us and our duty of confidentiality.

13.2

We use the information you provide primarily for the provision of legal services to you and for related purposes including updating and enhancing client records, analysis to help us manage our practice, statutory returns and legal and regulatory compliance and for marketing purposes. Our work for you may also require us to give information to third parties such as expert witnesses and other professional advisers.

13.3

Where information is required to be disclosed by law, we will only disclose necessary information.

13.4

Unless otherwise agreed we may disclose to third parties that you are or have been a client. We may then also disclose to third parties that we act or have acted for you on a matter.

13.5

Individuals have a right of access under data protection legislation to any personal data that we may hold about them upon written request.

13.6

We may from time to time send you information which we think might be of interest to you. If you do not wish to receive that information or wish to update your personal information or request access to it or have any other queries or requests about our processing of your personal information, please contact us.

14. Limitation to exclude indirect or consequential loss and matters beyond our control

14.1

We will not be liable to you for any indirect or consequential loss. That is to say, we will not be liable to you for any loss or damage caused by any breach of duty or negligence on our part except loss which is directly caused by that breach.

14.2

We will not be liable to you for any failure to perform or delay in performing any of our obligations to the extent that the failure or delay is caused by circumstances beyond our control including but not limited to telecommunications failure, power supply failure, terrorism and computer breakdown.

15. Limitation of liability

15.1

The total liability of BILLIET & CO to you for all claims or losses caused by any one or more of BILLIET & CO members arising out of any one or more breach of any one retainer or for any negligent act or omission in connection therewith shall not in any circumstances whatsoever exceed in total the amount for which we are insured. We maintain Professional Indemnity Insurance cover as required by the Brussels Bar Rules. This limitation does not exclude or limit our liability for fraud or liabilities which cannot lawfully be excluded or limited.

15.2

Where we consider it necessary to engage any professional adviser or other service provider as provided above we shall normally consult with you before making the appointment. Whilst we will exercise reasonable care in the selection and instruction of such appointees, we do not accept any liability for advice given or services provided by any such professional adviser or service provider engaged on your behalf.

15.3

Where we are jointly liable to you together with another adviser or third party for any loss suffered by you, our liability to you shall be limited to the proportion of your loss caused by us and for which we are to blame and shall not be increased by reason of any inability to pay or limitation of liability imposed by such other adviser or third party and provided always that our overall liability to you shall in any event be limited as provided by clause 15.1.

15.4

You will not bring any claim against:

• any of our members, partners or employees or those of BILLIET & CO members personally
• any service company or its employees owned or managed by any of BILLIET & CO members each of whom shall be entitled to the benefit of this clause 15.4.

15.5

This clause 15 shall have effect only so far as it is not prohibited by the law of the relevant jurisdiction or under the rules of any regulatory body having jurisdiction over us.

15.6

This clause shall survive any termination of our engagement.

16. Know your customer and anti-laundering

16.1

Depending on the nature of the services the Lawyer is to provide to you, he may be required to strictly comply with anti-money laundering and anti-terrorist financing legislation and bar regulations. In such a case, the Lawyer is mainly bound by a duty of identification and vigilance towards his client.

16.2

In this context, the Lawyer is obliged to keep information on the identification, the characteristics of the client and the purpose and nature of the transaction for 10 years. For this purpose, the Lawyer may carry out checks using external electronic databases.

16.3

The Client is aware of the extensive identification obligations imposed by the applicable preventive anti-money laundering legislation and accepts that the corresponding costs and fees will be charged accordingly.

16.4

This procedure requires the cooperation of the client and obliges clients working under the form of legal entity or other legal arrangement to inform their Lawyer who is the beneficial owner behind this legal form. The client undertakes to inform the Lawyer of any change that may affect his or her status.

16.5

The client undertakes to provide the information requested by the Lawyer upon first request. If the client refuses to provide the information, after it has been requested, the Lawyer will not be able to enter into the business relationship and, if he has already acted provisionally, he will have to terminate his further intervention.

16.6

In addition, anti-money laundering legislation requires the Lawyer in certain circumstances to report possible suspicions of money laundering or terrorist financing in which the client is allegedly involved to the President of his/her Bar Association. The Lawyer is not liable to the Client for the consequences of any reporting made in good faith.

17. Prohibition to directly or indirectly recruit / solicit members of our firm

17.1

It is explicitly agreed that the client will not pose any activity that aims at directly hiring or soliciting services from any member of our firm or from our partners that we involve in our services to the client. The client further promises that none of its trade partners or affiliated legal entities will try to do so and the client must see to it that proper arrangements are put in place to prevent and deter them from doing so.

17.2

Any violation of this essential obligation during the execution period of this agreement or within 3 years after its termination, shall automatically give rise to a contractual penalty of at least 80.000 EUR to be paid by the client to BILLIET & CO.

18. Assignment and third party rights

18.1

We may assign our agreement with you to any partnership or corporate body which succeeds to the whole or substantially the whole of the business of BILLIET & CO and you agree to accept performance of our obligations under this agreement by such assignee in substitution of performance by us. Subject to this, neither of us may transfer or assign this agreement to any third party without the consent of the other.

18.2

A person who is not a party to this engagement has no right to enforce or enjoy the benefit of any term of this engagement. The consent of any person who is not a party to this engagement is not required to rescind, suspend, vary or terminate this engagement at any time.

18.3

You accept that BILLIET & CO is the legal service provider solely responsible to you for the proper performance of all retainers currently being performed by it for you and that it has assumed all the obligations and liabilities previously undertaken to you by any firm or partner or member thereof being its predecessor in business and with whom your retainer previously existed to the complete exclusion of the liability of such predecessor firm or partner or member.

19. Complaints

19.1

If you have any complaint about the advice or service given to you by BILLIET & CO or our payment request/bill, we ask you to contact the partner specified in our Letter of Engagement who will ensure that our Complaints Procedure is followed in an endeavour to resolve the matter amicably.

19.2

Any unresolved dispute or difference relating to professional ethics or legal fees can be submitted to the Dean of the Brussels Bar with which the lawyer(s) in charge of the matter is/are registered.

20. Law and jurisdiction

20.1

Our agreement(s) are only governed by and construed in accordance with Belgian law. Only the Brussels Courts have jurisdiction to adjudicate conflicts under or relating to our agreement(s). You waive and will therefore not invoke immunity from jurisdiction arguments (e.g. relating to diplomatic immunity) in case of litigation.