GENERAL CONDITIONS

1. Assignment

1.1. AFFINIUS.LEGAL is a grouping of lawyers, as referred to in the Ethical Code for Lawyers (“Codex Deontologie”), having as its members SRL Frank Roose (CBE number 0474.832.123) and SRL Ilse Verhaert (CBE number 0786.776.106). AFFINIUS.LEGAL is referred to hereinafter as “the Firm” or “AFFINIUS.LEGAL”.

1.2. For each assignment (the “Assignment”) for a client (the “Client”), the Firm shall issue a specific engagement letter to that client (the “Engagement Letter”)including a description of the Assignment and applicable rates. The Assignment shall be governed by the Engagement Letter and these General Conditions only, to the exclusion of any other conditions which the Client may propose.

1.3. AFFINIUS.LEGAL’s obligations shall irrefutably be deemed to be performed at the Firm’s offices located at Lambroekstraat 5a, B-1831 Diegem.

2. Fees and expenses

2.1. Unless expressly agreed otherwise, the Firm’s services shall be invoiced based on the time spent on the file by the attorney or staff member concerned. Applicable hourly rates shall be listed in the Engagement Letter and reflect, amongst other considerations, the seniority of the attorney or staff member concerned, their degree of specialisation and the urgency of the work to be undertaken.

2.2. The Firm reserves the right to review and, as the case may be, adjust the hourly rates on a yearly basis.

2.3. Specific file related costs, as well as out-of-pocket expenses (such as costs of express delivery services, translation costs, court fees, travel and accommodation expenses etc…) shall be charged to the Client at cost price.

2.4. In so far as required by applicable VAT laws, VAT shall be applied to the invoices issued by the Firm.

2.5. The invoices of the Firm shall be issued, and shall be payable, in EUROs. Invoices shall be issued on a monthly basis, without prejudice to the right of the Firm to ask for retainer fees, and/or to issue invoices at different intervals, should the Firm consider this appropriate on the basis of the amount involved or other relevant parameters.

2.6. The Client shall verify the Firm’s invoices immediately upon receipt. Without prejudice to earlier (as the case may be, tacit) acceptance, invoices shall irrefutably be deemed accepted by the Client in the absence of any written and justified protest of the Client received by AFFINIUS.LEGAL within 15 calendar days from the date of the invoice.

3. Payments

3.1. Invoices of the Firm shall be payable at the latest 21 calendar days from the invoice date. Retainer fees must be paid at the latest within 7 calendar days from the date specified in the retainer fee document. Where applicable, all banking and transaction costs shall be borne exclusively at the Client’s expense.

3.2. Failure to pay within the timeframes indicated above shall give rise, by operation of law and without a default notice being required, to interest payable on arrears at the rate provided for in Article 5 of the Act of 2 August 2002 on late payment in commercial transactions and an obligation to pay a lump sum indemnity of 10% of the amount that remains unpaid.

3.3. In case of late payment, the Firm shall be entitled to suspend (further) performance of its obligations under the assignment to which the late payment relates and/or its obligations under any other assignment that the Firm is undertaking for the same Client. In case of failure to pay, or partial payment of an invoice at maturity date, all other invoices issued to the relevant Client (even when not yet arrived at maturity date) will, by operation of law, become due immediately.

4. Third Party Funds

4.1. The Firm transfers to the Client any funds it receives on its third party account for the account of that Client. Provided it notifies the Client, the Firm is entitled to retain from such funds any amounts for purposes of settling due invoices having arrived at their maturity date.

4.2. Under no circumstances shall the Firm be liable towards the Client in case of bankruptcy of the financial institution where the third party account is held, in case of negligence of that institution, or of any other faulty behavior that may create adverse consequences for the Client.

5. Liability

5.1. In case of attorneys of AFFINIUS.LEGAL imputably defaulting on their obligations under an Assignment, only the attorney of AFFINIUS.LEGAL to whom the shortcoming can be attributed can be held liable by the Client.

The liability of AFFINIUS.LEGAL is limited to the amount of the coverage provided for under the professional liability insurance policy concluded by the Order of Flemish Bar Associations.

As a result, the Client can not claim compensation (principal amount, interests and costs included) exceeding the amount paid by the Firm’s professional liability insurer for the incident giving rise to damage concerned.

Should no coverage be available under the abovementioned insurance policy, our liability will be limited to a maximum amount of 25.000 EUR per incident. Should the incident giving rise to loss or damage occur during or at the occasion of an Assignment undertaken for various Clients simultaneously, the total liability of the Firm will be capped to 25.000 EUR, irrespective of the number of Clients having suffered loss or damage.

5.2. Under no circumstances will the Firm be liable for indirect or consequential damages.

5.3. The Firm is not liable for losses or damages incurred by a Client as a result of third parties having gained access, in spite of reasonable precautionary measures taken by the Firm’s IT supplier, to proprietary or confidential information of the Client or provided to the Firm by the Client.

5.4. The Firm is not liable for loss or damage as a result of incorrect or incomplete information supplied by the Client.

5.5. The Firm is not liable for loss or damage as a result of any decision made by the Firm to suspend the performance of services in the circumstances of section 3.3. above or to terminate the agreement with the Client.

5.6. Any claim against the Firm must be brought before the competent court without delay. Any claim against the Firm shall be deemed waived if not brought before the court within a year from the moment the event that gives or could give rise to the loss or damage is discovered or could reasonably have been discovered.

6. Amendments

6.1. The Firm reserves the right to amend the present General Conditions at any time. In that case, the Firm will provide the Client with the amended version. This can validly be done by means of a publication of this amended version on the website www.affinius.legal.

6.2. In the absence of a written protest within 14 calendar days after the communication of the amended version as described in section 6.1 above, the Client shall be deemed to have accepted the amended General Conditions, which will be binding upon the Client from then on.

7. Information obligation

7.1. The Firm refers the Client to the website www.affinius.legal where a “Legal Information” document (the “Information Document”) is available for consultation which contains all the information that the Firm, in its capacity of provider of services, must provide to the Client under applicable Belgian laws. This Information Document can at any time be obtained free of charge with the Firm.

8. Complaints

8.1. Should the Client not be satisfied with the services performed by a specific attorney of AFFINIUS.LEGAL, the Client shall first contact the attorney concerned in this respect.

Should the abovementioned consultation not lead to a solution that is satisfactory to the Client, the Firm shall, at the Client’s request, appoint another of its attorneys to investigate the complaint and, where possible, mediate and resolve the dispute.

9. General provisions

9.1. Should one or more provisions (or parts of provisions) of these present General Conditions be found null or unenforceable, this shall not affect the validity and enforceability of the other (parts of) provisions, which remain in full force. Invalid or unenforceable (parts of) provisions shall be replaced by valid and enforceable provisions that reflect as closely as possible the initial intention.

10. Applicable law – Jurisdiction

10.1. The relationship between the Firm and the Client is exclusively governed by Belgian law.

10.2. Any dispute in connection with the performance of services under the Assignment shall be submitted to the exclusive jurisdiction of the courts of Brussels (including proceedings initiated by the Firm to recover invoices issued to the Client). The above is without prejudice to the right for the Firm to bring proceedings before any other court it seems fit, including (but not limited) to the courts of the judicial district or country where the Client has its registered office or conducts its business activities.