Lydian General Conditions
1. Description of Assignment
Lydian is a civil company in the form of a private limited liability company (besloten vennootschap BV / société à responsabilité limitée SRL), with registered office at Havenlaan 86C b113 – Avenue du Port 86C b113, B-1000 Brussels, Belgium, registered under company number RPM Brussels 0473.627.046 (the “Firm”).
The Firm – and not individual lawyers – provides its services under the agreed conditions (the “Services”). The practical aspects of the Services can be set out in an Assignment Letter or Engagement Letter. The client (the “Client”) is to provide the Firm with the necessary, complete and accurate information and guidelines required for the performance of the requested Services.
Unless otherwise instructed by the Client, where such is necessary, the Firm shall take legal advice in the relevant jurisdiction that appears to be most apt for the assignment.
The Firm’s Lawyers: The Client accepts that only the Firm may be held liable with regard to the Services provided and not the Firm’s individual lawyers or employees.
Limitation of Liability: Except in the event of fraud, any liability on the part of the Firm for damages due to error, e.g. loss, arising in connection with the performance of the Services shall at all times be limited per case to the amount covered and paid out under the Firm’s liability insurance.
Under no circumstances can the Firm be held liable by third parties or for prejudice to third parties.
The Firm does not accept any liability whatsoever for the non-performance of its duties where this results from circumstances that reasonably fall or fell outside of the Firm's control.
Any claim brought against the Firm by a Client in any event becomes irrevocably null and void if the Firm has not been notified of its liability in writing within a period of one year following the discovery of the event or circumstance incurring or potentially incurring liability.
3. Means of Communication - Security
If the Client informs the Firm of email addresses with a view to the sending of documentation, the Firm may assume that the Client has taken adequate measures with respect to security and confidentiality for the protection of the latter’s interests and data. The Firm shall apply the general, customary measures regarding the security of information.
4. Fees and Outlays
Fees: The Services are usually but not exclusively charged for on the basis of hourly rates, which vary according to the level of experience of the individual lawyers. Where justified, for instance due to the complex, innovative or value-creating nature of the work performed in connection with the provision of the Services or due to the urgency of the matter, e.g. the need to meet a given deadline, the Firm may decide to charge an appropriate additional sum. In some cases, an additional success fee may also be charged, in accordance with the result obtained. The Firm’s hourly rates are subject to periodic review.
VAT is due on these fees, except where the law or one of its implementing decrees or an administrative decision provides for an exemption.
Fee Estimate: Any estimate of fees is made in good faith by the Firm but is in no way binding, unless expressly agreed otherwise with the Client in writing.
Disbursements/Administrative Costs: Expenses and administrative costs incurred on behalf of the Client (such as, among others, expert and/or foreign lawyers’ fees, travel and catering costs, courier and special dispatch services costs, translation fees, research and the binding of documents, videoconferencing installations, etc.) are separately mentioned and invoiced at cost.
VAT is due on these costs, except where the law or one of its implementing decrees or an administrative decision provides for an exemption.
Mode of Payment: Invoices of fees and disbursements are payable 21 calendar days following the sending out of the fee note.
Any objections to the invoice raised by the Client are to be notified to the Firm in writing at the earliest opportunity, and at the latest within 14 calendar days from the sending out of the invoice.
Late Payment: Interest shall be charged at the applicable interest rate in the event of late payment. In addition, in case of late payment a flat-rate compensation equal to 10 % of the outstanding amount will be due by the Client, as well as a lump sum of EUR 40.
Ownership of Documentation: Copyright and all other rights over all advice, information and documentation provided to the Client is reserved to the Firm. The Client is, however, authorized to use such materials for the purposes for which the Services have been requested.
Use of Knowledge and Information: The Firm reserves the right to further develop and use the ideas, concepts, information or know-how from any work provided to the Client. Should the Client have received draft versions of documents (on paper, electronically or in any other form), the Client shall first discuss these with the Firm before applying them.
6. Confidentiality and Professional Secrecy
The Firm keeps all information obtained in connection with the provision of any of its Services strictly confidential in accordance with the applicable regulations of the respective Bar associations (OVB & OBFG). The Firm shall have the right to communicate the identity of the Client and information relating to Client matters to other advisers to the Client who are involved in a matter that the Firm is asked to examine. By entrusting it with an assignment, the Client authorizes the Firm to make reference to the name of the Client (but not to the subject matter of the assignment) in advertising, presentations for potential clients, professional guides and newspapers.
7. Data Protection
Any personal data provided by the Client will be processed by the Firm, the controller, for the following purposes: to communicate; to establish, perform and terminate engagements relating to the Services; to make assessments and decisions about the terms of the engagement; to prevent, detect and investigate fraud or crime; to provide the Services; to improve the quality of the Services; to carry out research and analysis; to provide marketing information; to ensure the security of its premises and facilities; to manage the business operations and IT infrastructure of the Firm; to manage complaints, feedback and queries; to comply with applicable laws and regulatory obligations; and to establish and/or defend its legal rights.
The Firm may use the contact details of the contact persons of the Client, including their email addresses, to send them marketing communications. Said persons can opt out of marketing communications from the Firm at any time and free of charge. The personal data provided by the Client may be shared within the Firm on a need-to-know basis. In addition, the Firm may disclose personal data provided by the Client to its contractors and service providers (e.g. marketing agencies, IT service providers).
8. Money Laundering and the Financing of Terrorism
Depending on the nature of the Services to be provided by the Firm to the Client, the Firm may be bound to strict observance of the legislation and Bar regulations on anti-money laundering and the financing of terrorism. In such case, the Firm is primarily subject to identification and due diligence requirements towards the Client. To this end, the Firm is obliged to retain information relating to the identification, the characteristics of the Client and the purpose and nature of the transaction for a period of 10 years. As part of this process, the Firm may proceed to carry out verifications with the aid of external electronic databases. The Client acknowledges to be aware of the extensive identification requirements imposed by the applicable preventive anti-money laundering legislation and accepts that the corresponding costs and fees will be charged.
This procedure requires the Client’s cooperation and obliges Clients operating under the form of a legal entity or any other legal arrangement to inform the Firm as to the identity of the ultimate beneficiary behind such legal construct. The Client undertakes to notify the Firm of any change that may affect his or her status. The Client also undertakes to provide the information required by the Firm upon first request. If the Client is a politically exposed person, (s)he agrees to spontaneously inform the Firm of this fact. Should the Client refuse to provide certain information following a request to this effect, the Firm will not be able to enter into a business relationship and, if the Firm has already acted provisionally, will have to terminate any further intervention. Moreover, the anti-money laundering legislation in certain instances obliges the Firm to report possible suspicions of the Client’s involvement in money laundering activities or the financing of terrorism to the Chairman of the competent Bar Association, without notifying the Client of this reporting. The Firm cannot be held liable vis-à-vis the Client for the potential repercussions of any such report made in good faith.
9. Future Assignments
The present General Conditions also apply to any follow-up and/or future assignments/Services. The applicable hourly rates shall be those prevailing at that time.
The Firm reserves the right to terminate the Services inter alia if it should appear that the Client is neglecting to appropriately address potentially unlawful aspects of a matter being examined, or in case the Client fails to comply with any of the obligations set out in the present General Conditions and fails to remedy such breach of contract within 15 days after formal notice was given. Moreover, the Firm reserves the right to terminate the Services in the event it should be deontologically or legally bound to do so, or upon being instructed to this end by the competent supervisory authority, or in case the Firm deems, in good faith, that taking on the assignment is not just and equitable.
11. Applicable Law and Jurisdiction
Applicable Law: The parties agree that these General Conditions, each agreement to which they relate and any Services provided by the Firm or any assignment in general, are exclusively governed by Belgian law. Where applicable, these General Conditions are also subject to the deontological codes of the Dutch and French language sections of the Brussels Bar Association, the Antwerp Bar Association as well as the Limburg Bar Association.
Jurisdiction: The courts of the judicial district of Brussels shall have exclusive jurisdiction for all potential disputes concerning the performance of the Services. Where appropriate, these are also subject to the competent authorities of, respectively, the Dutch or French language sections of the Brussels Bar Association, the Antwerp Bar Association or the Limburg Bar Association.
12. Applicability of the General Conditions
No Other General Conditions: The present General Conditions apply to all Services provided by the Firm. No other General Conditions will be applicable and the present General Conditions replace all previous versions.
If a provision of these General Conditions or any part thereof is or becomes invalid, the other provisions, as well as the unaffected sections of the relevant provision, shall remain in full force and effect.
These General Conditions may be unilaterally amended by the Firm. The Client shall be deemed to agree to the amended General Conditions in the absence of express objections thereto within 30 days of notification of the amended General Conditions.
In the event of any conflict between the provisions of the Assignment Letter or Engagement Letter and the present General Conditions, the Assignment Letter or Engagement Letter shall prevail.