Terms & conditions
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Loyens & Loeff Luxembourg S.à r.l.
Loyens & Loeff N.V.
- Loyens & Loeff N.V. ("Loyens & Loeff") is a public limited liability company established under the laws of the Netherlands and with its registered seat in Rotterdam for the purpose of providing legal services, tax advice and notarial services.
- All relations between the client and Loyens & Loeff shall be subject to these General Terms and Conditions.
- Loyens & Loeff shall operate as sole contracting party of the client. Articles 404 (which relates to the situation where it is the client's intention that an instruction be carried out by a specific person) and 407(2) (which imposes a joint and several liability where an instruction is given to two or more persons) of Book 7 of the Dutch Civil Code shall not be applicable.
- The person who is a direct or indirect shareholder of Loyens & Loeff and who performs professional services for Loyens & Loeff may be referred to by or on behalf of Loyens & Loeff as “partner” or “vennoot”, this in accordance with general professional custom. The person referred to as such acts exclusively for the account and risk of Loyens & Loeff in performing his or her professional services.
- Any liability of Loyens & Loeff is limited to the amount paid out under its professional liability insurance policy, increased by the amount of the deductible that is not for the account of the insurers under the policy terms and conditions.
- These General Terms and Conditions may also be invoked by persons and legal entities associated with Loyens & Loeff, whether directly or indirectly, and that are involved in any manner in the services provided by or on behalf of Loyens & Loeff.
- The relations between a client and Loyens & Loeff shall be governed by the laws of the Netherlands.
- The court in Rotterdam shall be exclusively competent to hear any dispute between the client and Loyens & Loeff.
Filed at the registry of the District Court of Rotterdam on 1 July 2009 under number 43/2009.
Loyens & Loeff Luxembourg S.à r.l.
- All services are provided by Loyens & Loeff Luxembourg S.à r.l., a limited liability company (société à responsabilité limitée), with a share capital of Eur 28.000 and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 174.248. Any addressee should be aware that our services shall be governed by its General Terms and Conditions, which include a limitation of liability, the applicability of Luxembourg law and the competence of Luxembourg courts.
- In accordance with general professional custom certain persons who perform professional services for Loyens & Loeff Luxembourg S.à r.l. may be referred to by or on behalf of Loyens & Loeff Luxembourg S.à r.l. as “partner”. The person referred to as such acts exclusively for the account and risk of Loyens & Loeff Luxembourg S.à r.l. in performing his or her professional services. The exact quality of such person can be found on our website.
- Any liability of Loyens & Loeff Luxembourg S.à r.l. is limited to the amount paid out under its professional liability insurance policy, increased by the amount of the deductible that is not for the account of the insurers under the policy terms and conditions.
- The right to compensation for damages shall at any rate terminate thirty six months after the date upon which the other contracting party discovered, or should reasonably have discovered, the occurrence of the event that caused, whether directly or indirectly, the damages for which the Loyens & Loeff Luxembourg S.à r.l. is liable. This shall also apply, if compensation is claimed for damages on the grounds of a right taken over or acquired from a third party.
- Any instructions to or for Loyens & Loeff Luxembourg S.à r.l. shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg and the Courts of Luxembourg shall have exclusive jurisdiction over any disputes with Loyens & Loeff Luxembourg S.à r.l., on the understanding that Loyens & Loeff Luxembourg S.à r.l. shall continue to have power to take legal action in a court of law that would have had jurisdiction over disputes with Loyens & Loeff Luxembourg S.à r.l. if the above election of jurisdiction had not been made.
Loyens & Loeff CVBA/SCRL Belgium
Loyens & Loeff is a cooperative company with limited liability (burgerlijke coöperatieve vennootschap met beperkte aansprakelijkheid/société civile ayant la forme de société coopérative à responsabilité limitée) (Loyens & Loeff), established under the laws of Belgium, registered with the Crossroads Bank of Enterprises under the number 0821.233.870 and has its registered office in Sint-Lambrechts-Woluwe (1200 Brussels, Belgium), Neerveldstraat 101-103, for the purpose of practicing law (advocatuur/profession d’avocat). Our lawyers are bound by the rules of the relevant Bar (Balie/Barreau) of which they are members.
When calling upon the services of Loyens & Loeff, and to the extent they are not explicitly modified in the engagement letter or in any other written agreement, the following terms and conditions shall apply to every assignment accepted by Loyens & Loeff and to all persons involved or having been involved – including former Loyens & Loeff partners, lawyers and/or employees, and their legal successors – in rendering services to the instructing party. Unless agreed otherwise in writing, these general terms and conditions prevail over all other conditions proposed or purportedly imposed by the instructing party. Whenever a client calls upon the services of Loyens & Loeff, he is deemed to have read our terms and conditions and to accept them unconditionally.
- Loyens & Loeff is the sole party contracting with the client. All instructions are exclusively accepted and carried out and all services are exclusively provided by Loyens & Loeff irrespective of the person within Loyens & Loeff who has received such instructions and/or is intended by the client to provide the requested services. Any advice provided by Loyens & Loeff is for the sole benefit of the instructing party and may not, without Loyens & Loeff’s explicit prior written consent, be communicated to, used or relied upon by any third party.
- Any liability of Loyens & Loeff shall be assessed against best efforts (unless otherwise agreed) and shall always be limited to the amount actually paid out under its professional liability insurance policy, to which will be added the amount of any deductible that is not for the account of the insurers under the policy terms and conditions. If for whatever reason, no monies are paid out under Loyens & Loeff’s applicable insurance policy, Loyens & Loeff’s total liability will be limited to the amount of fees charged by Loyens & Loeff in relation to the instructions that gave rise to liability. In any case, a claim will be time barred and foreclosed three months from the date when the alleged event or circumstance giving rise to the claim is discovered unless Loyens & Loeff receives notice thereof, in writing, by registered letter within the said three-month period.
- Loyens & Loeff will not be liable for any services rendered and/or acts or omissions by any third party that is called upon, in agreement with the client, and that is not operating under the Loyens & Loeff name (e.g., bailiffs, accountants, auditors, notary publics, etc.). When calling upon such third parties, the instructing party authorizes Loyens & Loeff to accept, on its behalf, any limitations of liability applied by these third parties.
- Loyens & Loeff shall not be liable for any credit failure and/or other acts or omissions of any third party such as financial institutions, notary publics, bailiffs with whom Loyens & Loeff deposits monies or through whom Loyens & Loeff transfers monies on behalf of the instructing party.
- The relationship between the instructing party and Loyens & Loeff shall be exclusively governed by the laws of Belgium to the exclusion of the provisions of private international law. Any disputes between the instructing party and Loyens & Loeff shall be exclusively decided by the courts the district of Brussels.
- The client expressly waives all right whatsoever against the partners, lawyers and/or employees, being physical persons or legal entities, working for or having worked for Loyens & Loeff Coöperatieve Vennootschap met Beperkte Aansprakelijkheid / Société Coopérative à Responsabilité Limitée and operating under the Loyens & Loeff name and that are involved in any manner in the services provided by or on behalf of Loyens & Loeff. In respect of the work Loyens & Loeff undertakes, it may share confidential information with the other entities operating under the Loyens & Loeff name on a need to know basis and subject always to strict observance of our professional confidentiality obligations (with the exception of the obligations concerning the fight against and the prevention of money laundering).
- Lawyers are subject to strict ethical regulations on the avoidance of conflicting interests. Accordingly, Loyens & Loeff has developed a stringent internal procedure (based on internal conflict checks) in an effort to avoid any possible conflicts of interest. However, if Loyens & Loeff determines there is a potential conflict of interest which cannot be properly managed, it cannot be obliged to provide any services whatsoever in a file without the written consent of the other party involved, if it deems such consent to be appropriate. Any such determination will be binding upon the instructing party. If Loyens & Loeff represents competitors and/or contracting parties of the instructing party, Loyens & Loeff will ensure that it complies with its professional duties of confidentiality.
- Loyens & Loeff shall have the right to terminate the relationship with the contracting party upon written notice to that effect, in the event e.g. that Loyens & Loeff is unable to obtain clear instructions on how Loyens & Loeff should proceed, if bills are not paid when due and payable, if the instructing party requires Loyens & Loeff to act in a way which is contrary to its professional duties or its duties to the Court or in the event that Loyens & Loeff reasonably determines, in its sole discretion, that it would be unethical to continue the relationship with the instructing party. Upon termination of the relationship with the instructing party, all unpaid fees, disbursements and charges will become immediately due and payable. Loyens & Loeff preserves the right to retain all papers or documents in its possession until its costs and expenses have been paid in full.
- Services provided by Loyens & Loeff are subject to Belgian VAT at the applicable rate (currently 21%) if, under the Belgian VAT Code, they are deemed to be performed in Belgium. If the services are deemed to be performed abroad, they are invoiced without VAT, but they may be subject to VAT in the country where the client is located.
- Unless agreed otherwise, fees for services provided are calculated on the basis of the Loyens & Loeff standard hourly rates.
Expenses disbursed by Loyens & Loeff on behalf of clients (e.g., travelling, translation costs, courier expenses) are invoiced separately and as they are incurred. Office expenses, (e.g., telephone, fax, photocopies, ICT) are included in a fixed amount that will be charged as a percentage of the total amount of the fees invoiced.
- Loyens & Loeff is under a duty to comply with the regulations concerning the prevention of the use of the financial system for laundering money and funding terrorism (including the Law of 11 January 1993, as amended). The client is therefore requested to promptly provide all information and documentation asked for by Loyens & Loeff, including information about the client’s identity.
- Loyens & Loeff will keep all files for a period of five years as from their closing dates. Original evidence or any other original documents entrusted to Loyens & Loeff, will be returned to the client. After the five-year period, Loyens & Loeff is entitled to destroy any files without having to notify the client first.
- Subject to the strict observance of its confidentiality obligations, Loyens & Loeff may generally identify clients in its brochures and on its websites and use their company’s logo in any pitches, presentation or publication (including newsletters and brochures) or on its websites. However, it shall not comment publicly on any matters relating to its clients or any of its affiliates or on any specific details which are not publicly available. All media inquiries shall be directed to the clients.
- These general terms and conditions are subject to amendment from time to time. The applicable general terms and conditions can be found at all times at www.loyensloeff.com.
- The English text is a translation. The Dutch and the French text of these general terms and conditions are equivalent. The Dutch and the French text of these general terms and conditions shall prevail in the event of any difference(s) between the English and the Dutch or French text.
11 September 2015