1. Description of Assignment

Lydian (the "Firm") is a burgerlijke vennootschap met handelsvorm Lydian CVBA / société civile à forme commerciale Lydian SCRL, with registered office at Havenlaan 86C b113 Avenue du Port, 1000 Brussel/Bruxelles, België/Belgique, registered under number RPR Brussel/RPM Bruxelles 0473.627.046.

The Firm - and not individual lawyers - provides the services under the conditions set out in writing (the "Services"). The practical aspects of the work are usually described in an Engagement Letter. The Client gives the Firm the necessary, complete and accurate information and guidance 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 it to be most apt for the assignment.

2. Liability

The Firms's lawyers: The Client accepts that all and any liability will only be on the part of the Firm and not against any of the lawyers or employees of the Firm in particular.

Limitation of Liability: Any liability on the part of the Firm for loss, damage, costs or outlays arising in connection with the performance of the Services shall, except in case of willful misconduct, in each event be limited to the lesser of 10 times the total fees for the Services in question (with a minimum of EUR 2.500.000) and EUR 10.000.000 but shall in any event be limited to the amounts paid out under its liability insurance. Under no circumstances may the Firm be held liable towards third parties. The Firm does not accept any liability whatsoever for non-performance of its duties where this is a consequence of circumstances that reasonably fall outside the control of the Firm.

3. Means of Communication - Security

If the Client informs the Firm of fax or e-mail 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 its interests and data. The Firm shall apply the general, customary measures regarding the security of information.

4. Fees and Outlays

Fees: The Services are in normal circumstances usually but not exclusively charged for on the basis of hourly rates. Where there is justification, for instance due to the complex, innovative or value-creating nature of the work that is produced in the context of the provision of the Services or due to the need to meet a given deadline, the Firm may decide to charge an appropriate additional sum. In some cases, a success fee may also be charged, especially in litigation cases. The Firm's hourly rates are periodically reviewed.

Fee Estimate: Any estimate of fees is made in good faith but is in no way binding, unless otherwise expressly agreed.

Disbursements/administrative costs: Expenses incurred on behalf of the Client (such as the fees of experts and foreign attorneys, travel and catering costs, the costs of couriers and special dispatch services, research and the binding of documents, video-conference installations, etc.) are separately mentioned and invoiced at cost. 

Mode of Payment: Statements of fees and disbursements are payable 21 calendar days following the sending out of the fee note. Interest at the rate provided for in the Act of 2002 on combatting late payment in commercial transactions shall be charged in case of late payment.

5. Documentation

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 shall however be 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 them with the Firm in order to determine whether they do actually meet the needs of the Client before applying them.

6. Confidentiality

The Firm keeps all information strictly confidential in accordance with the relevant Bar rules. The Firm shall have the right to communicate the identity of the Client and information regarding the Client's affairs to those of the Client's other advisers who are involved in a matter that the Firm is asked to examine. The Firm may also refer to the name of the Client (but not the content of the assignment) in advertising, presentations for (potential) clients, professional guides and newspapers.

7. Protection of Privacy

The Firm shall only process personal data, first, with a view to enabling the best possible performance of the contract(s) between the Firm and the Client and, second, in order to inform the Client about the activities of the Firm. 

The party responsible for any processing is the Firm. The persons concerned by such processing are entitled to object to any direct marketing. Furthermore, they have a right to inspect and correct the data that concerns them. Any request in this regard should be sent to

8. Money Laundering and the Financing of Terrorism

The Firm is obliged to duly identify its clients and report to the chairman of the Bar possible money laundering operations and any financing of terrorism in which the Client might be involved. The Firm reserves the right to suspend or stop its work if it is unable to count on the full cooperation of the Client in the context of complying with its identification and prudence obligations or if it should discover matters that indicate possible money laundering operations or the financing of terrorism.

9. Future Assignments

With regard to future assignments, the same General Conditions shall apply. The hourly rates shall be those that are applicable at that time.

10. Termination

The Firm reserves the right to terminate the assignment inter alia if it should appear that the Client is neglecting appropriately to redress any unlawful aspects of a matter being examined or if the Client fails to respect any of its obligations as contained in the General Conditions and fails to redress its defective contractual performance with 15 days after having being given notice to do so.

11. Applicable Law and Jurisdiction

Applicable Law: The parties agree that Belgian law is exclusively applicable to these General Conditions, to each contract to which they relate and to the assignment in general.

Jurisdiction: The Brussels Courts shall have exclusive jurisdiction for any litigation concerning the interpretation or the implementation of these General Conditions or about the performance of the Services.

12. No other General Conditions

No other General Conditions will be applied and the present ones replace all previous ones.

February 2016