General terms and conditions

ARTI­CLE 1DEFINITIONS

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​.advo​caat​.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.

ARTI­CLE 2APPLI­CA­TION AND INTERPRETATION

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.

ARTI­CLE 3 — OUR RELATIONSHIP

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.

ARTI­CLE 4 — FEES AND INVOICING

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.

ARTI­CLE 5 — TAX­ES AND EXCHANGE CONTROLS

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).

ARTI­CLE 6DOC­U­MENTS AND DOC­U­MENT STORAGE

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.

ARTI­CLE 7 — LIABILITY

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 91210 Brus­sels ), AG Insur­ance (E. Jacq­main­laan 531000 Brus­sels), and HDI/​Gerling Indus­trie (Ter­vuren­laan 2731150 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.

ARTI­CLE 8 — ELEC­TRON­IC COM­MU­NI­CA­TIONS AND DATA PROTECTION

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.

ARTI­CLE 9 — CONFIDENTIALITY

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.

ARTI­CLE 10 — TERMINATION

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.

ARTI­CLE 11 — GOV­ERN­ING LAW AND DIS­PUTE RESOLUTION

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.

ARTI­CLE 12 — ANTI-MON­EY LAUN­DER­ING LAWS

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.

ARTI­CLE 13 — THIRD PAR­TY RIGHTS

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.

ARTI­CLE 14 — SEVERABILITY

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.