1.1. “Cresco” means Cresco Advocaten, a limited liability partnership (coöperatieve vennootschap met beperkte aansprakelijkheid or société coopérative à responsabilité limitée) incorporated in Belgium with enterprise number VAT BE 0548.916.070 and with registered office at Lange Kievitstraat 118 – 120, B-2018 Antwerpen; All lawyers who work in this law firm, are registered with the Order of the Antwerp Bar (Orde van Advocaten te Antwerpen); the applicable professional code of conduct can be consulted at www.advocaat.be;
1.2. “Data Protection Legislation” means EC Data Protection Directive (Directive 95/46/EC), all legislation implementing that Directive and all other laws and regulations enacted anywhere in the world relating to or impacting on the processing of personal data and privacy;
1.3. “Dispute” means (a) any dispute arising out of, relating to or having any connection with these terms and conditions, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity, and (b) any dispute relating to any non-contractual obligations arising out of or in connection with these terms and conditions;
1.4. “Person” means any corporate, individual or other person, including any director or employee, including other professionals;
1.5. “Personal Data” means all personal data (as that term is defined in relevant Data Protection Legislation) provided to us pursuant to our agreement with you;
1.6. “Relationship Partner(s)” means our partner(s) identified as such from time to time. If no partner has been identified as such, the Relationship Partner(s) for a particular matter will be the partner(s) responsible for the overall supervision of that matter;
1.7. “we”, “us” and “our” refer to Cresco providing services on a particular matter; and
1.8. “you”, “yourself” and “your” refer to the person, persons, entity or entities receiving those services.
2.1. These terms and conditions will apply to our work for you, other conditions are excluded, except to the extent that we agree, or have agreed, different terms with you. Entrusting us with a matter implies your acceptance of these terms and conditions for this first matter as well as for matters that you will assign to us later, without prejudice to any amendments that will be made to these terms and conditions from time to time, of which you will be informed in due course.
2.2. Nothing in these terms and conditions will apply to the extent that its application would result in a breach of applicable law or regulations.
2.3. These terms and conditions apply also to the advantage of the directors, managers, the shareholders of Cresco, the managers of such shareholders, and all persons who work or have worked for Cresco, whether as Relationship Partner, counsel, lawyer, associate, trainee, employee, advisor, third party agent, or in any other capacity whatsoever.
You will instruct us on a matter-by-matter basis rather than on a permanent basis. We will not be responsible for advising you on non-legal matters (including, without limitation, business, commercial, financial, technical, insurance, accounting, broking, actuarial, environmental or information technology matters), and you will be responsible for deciding whether documents or advice prepared or reviewed by us meet your commercial objectives. We will not be responsible for the accuracy of any computer model’s algorithms or for any formulae in the documentation. We will advise you based on our interpretation of the relevant legislation, case law and practice at the time the advice is given. Unless we have expressly agreed to the contrary, we will not be responsible for updating our advice, even if the relevant law and practice changes thereby affecting our conclusions and even if you remain a current client in relation to any or all matters.
4.1. The fees are in principle calculated per unit of ten minutes based on hourly rates that have been agreed with you, plus 6% surcharge. We may change these rates from time to time. Besides the fees, any external expenses incurred by us will be charged to you.
4.2 We normally invoice our services monthly. Our invoices are payable within thirty days of the invoice date, failing which we may suspend our services or exercise our right to stop acting under article 10, and/or charge interest at 10% per year without prior notice as of the due date of the invoice. In addition, a fixed amount equal to 15% of the invoiced amount (with a minimum of EUR 500 and a maximum of EUR 12,500) will be charged to you as fixed damages without prejudice to our right to seek compensation for the effectively suffered damage and costs incurred.
4.3. Any dispute with regard to our invoices should be notified to us within thirty days following the invoice date. In the absence of such notice, the invoice shall be deemed to have been accepted.
4.4. We reserve the right to request payment of a retainer before initiating our services.
4.5. You will also remain liable to pay our fees even if a third party agrees to pay them.
4.6. If you receive from us a fee quote in a particular currency for a matter which will involve work from more than one jurisdiction, we reserve the right to revise this quote should there be major exchange rate movement between the date on which the quote was given and the date of the relevant invoice.
5.1. All services that we have rendered starting 1 January 2014 are subject to Belgian VAT at the applicable rate (currently 21%) on condition that such services, under the Belgian VAT Code, are considered to have been supplied in Belgium. If our services are considered to have been supplied abroad, all sums quoted and invoiced do not include VAT, but such services can be subject to VAT in the country where you are located. In the event that an amount is invoiced exclusive of any value added or other sales tax, but the relevant tax authority deems that value added or other sales tax is owing on that amount, you will remain liable to pay us an amount equivalent to such value added or other sales tax (including any interest for late payment thereon), which payment shall be made within thirty days of us notifying you to this effect.
5.2. If your payment of our fees or our receipt of such payment is subject to exchange or other similar control, you will use your best endeavours to obtain (or where appropriate help us to obtain) the necessary consents as soon as possible after you receive an invoice from us and then ensure that we receive prompt payment in accordance with such consents. If exchange control approval has not been obtained within six months from the date of our invoice then, if so lawfully requested by us at any time thereafter, you will pay into an account designated by us the amount in local currency equivalent to the amount outstanding (converted at the date of our request).
6.1. We will retain copyright in all documents we draft and produce in relation to any matter (and, subject to our duties of confidentiality to you, may therefore use the intellectual property rights in the documents as the basis for advising on other matters) but you will have an unlimited licence to use those documents for your own purposes.
6.2. In some circumstances, in particular, if you have not paid all of our invoices, we may have the right to keep documents that belong to you even if you ask us to return or destroy them.
6.3. We may destroy documents relating to a matter when we consider that we do not need to keep them, failing which we reserve the right to charge for our storage costs.
6.4. We are obliged by law to archive all files once the matter is closed. The original evidence or documents that have been entrusted to us are returned to you. Archives are kept for a period of five years from the matter’s closing date and are automatically destroyed at the end of the five-year period.
7.1. Without prejudice to your right to bring a claim against us providing the relevant services, you agree, to the extent such agreement is enforceable under applicable law and regulations, that there is no assumption of a personal duty of care by, and you will not bring any claim against, any Relationship Partner or other member, shareholder or employee or lawyer of, or consultant to us.
7.2. If we and any other Person are both liable to you in respect of the same damage, or another Person and/or you have caused or contributed to that damage, our liability to you will be limited to such amount as is just and equitable, having regard to the extent to which we, that Person and/or you are liable for, or have otherwise caused or contributed to, that damage. Any limitation, exclusion, restriction or settlement (however arising) including inability to pay or insolvency, affecting the possibility of recovering compensation from any Person, will be ignored in determining whether and to what extent that Person is liable or responsible for that damage and the amount of our liability.
7.3. Our services are for your benefit and may not be used or relied upon by anyone else without our prior written consent. Nor can we accept liability for the acts or omissions of any third party we may instruct on your behalf or for the default of any financial institution with which we deposit money on your behalf.
7.4. Any and all liability of us in respect of any work performed by or on behalf of us, or otherwise relating to an assignment given to us is limited to the amount that is effectively paid out in the particular case under the professional indemnity insurance program taken out by us. We have insurance programs with Amlin Europe (Koning Albert II laan 9 – 1210 Brussels ), AG Insurance (E. Jacqmainlaan 53 – 1000 Brussels), and HDI/Gerling Industrie (Tervurenlaan 273 – 1150 Brussels) Coverage applies for all countries, except for the US and Canada. Upon written request, we can take out supplementary insurance for the purpose of a particular file, and if we choose to do so, any additional cost resulting from this will be charged to you.
7.5. You shall waive the right to seek compensation in case you have not brought your claim for compensation to the competent courts within one year after the facts concerned where known to you or could reasonably have been known to you.
We may communicate with you electronically. You accept the risks involved in such communication, except in the case of our gross negligence or wilful default. We may also monitor communications in order to establish facts, to determine that communications using our systems are relevant to our business, to comply with applicable law and regulations, or to develop and manage our relationship with you. You warrant and undertake to us that all Personal Data disclosed to us have been obtained and processed by you or on your behalf, and will be disclosed to us, in compliance with all relevant Data Protection Legislation, and you will not do or omit to do anything in effecting this disclosure or otherwise that would cause us to be in breach of any relevant Data Protection Legislation (to the extent applicable to us). You agree that we may transfer Personal Data to our service providers, including to jurisdictions outside the European Economic Area. If you are not the data subject, you will procure the consent of the data subject(s) to such transfer or take such other steps as are necessary to ensure that such transfer complies with all the relevant Data Protection Legislation.
9.1. We will treat any information obtained from you that is not in the public domain as confidential. However, we may sometimes have to disclose information to regulatory authorities or under applicable law and regulations. If so, we would (where permissible and practicable) inform you of the request or requirement to disclose.
9.2. In accordance with applicable law and regulations, we may occasionally use the name of a client for marketing purposes or in a context that may be considered as advertising.
Our agreement for a particular matter will terminate upon delivery of our final invoice. Otherwise, and to the extent such agreement is enforceable under applicable law and regulations:
(a) you may at any time upon reasonable notice terminate our agreement on any or all matters by written notice;
(b) we may terminate our agreement on any or all matters by written notice if we have good reason (such as delay in payment of our fees) and upon reasonable notice; and
© in either case, you will pay our costs up to the time of termination.
11.1 These terms and conditions and our agreement on any matter (including any non-contractual obligations arising out of or in connection with these terms and conditions or our agreement on any matter) is governed by Belgian law.
11.2 Any Dispute between us and one or more parties to this agreement must be notified to the other party or parties (as the case may be) in writing. The notice must give details of the Dispute. The parties to the Dispute must first attempt to resolve it amicably by negotiation. If the Dispute is not resolved amicably by negotiation within thirty days from the date on which notice was given in accordance with this article 11, either party may begin proceedings in accordance with the provisions which follow in this article 11.
11.3 All Disputes are to be submitted to the exclusive jurisdiction of the competent courts in Antwerp, section Antwerp, which will exclusively hear and decide on the Dispute, without prejudice to the competence of any professional organisations that have authority over Cresco.
Under anti-money laundering laws, we may need formal evidence of your identity before we can act and may also conduct checks using external electronic databases for this purpose. If we are unable to obtain evidence of your identity or you do not provide such evidence we may be unable to act or have to stop acting. We must also report suspicions of money laundering activity to our Money Laundering Reporting Officer or to the relevant external authorities, or both. We may have to stop working on a matter and may not be allowed to tell you if we make such a report. We will not be liable to you for the consequences of any such report made in good faith.
These terms and conditions and our agreement with you on any matter creates rights and obligations only between you and us and no other person may rely on advice which we give to you and no such other person is intended to be protected by our obligations and services to you or may enforce any term of our engagement by virtue of any applicable law and regulations.
The provisions of these general terms and conditions shall be severable in the event that any of the provisions of this agreement is held by a court or tribunal of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.