1. Description of Assignment
Lydian (the “Firm”) is a burgerlijke vennootschap met handelsvorm CVBA / société civile à forme commerciale SCRL, with registered office at Havenlaan 86C b113 – Avenue du Port 86C b113, B-1000 Brussels, Belgium, registered under number RPM Brussels 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.
The Firm’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 to 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 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 in writing.
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 the event of late payment.
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 them with the Firm in order to determine whether they do actually meet the needs of the Client before applying them.
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. 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, including the email address, of the contact persons of the Client, to send them marketing communications. The said persons can at any time and free of charge opt-out of receiving marketing communications from the Firm. 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
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.
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 within 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.