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Terms & conditions

Loyens & Loeff N.V.

  1. 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.
  2. All relations between the client and Loyens & Loeff shall be subject to these General Terms and Conditions.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. The relations between a client and Loyens & Loeff shall be governed by the laws of the Netherlands.
  8. 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.

  1. All services are provided by Loyens & Loeff Luxembourg S.à r.l., a limited liability company (société à responsabilité limitée), established at 18-20, rue Edward Steichen, L-2540 Luxembourg, 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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 (coöperatieve vennootschap met beperkte aansprakelijkheid/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 having its registered office at 1040 Brussels (Belgium), Avenue de Tervueren 2 / Tervurenlaan 2, for the purpose of practicing law (advocatuur/profession d’avocat). Our lawyers are bound by the deontological 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 any 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. These terms and conditions prevail over all other conditions imposed by the instructing party. Whenever a client calls upon the services of Loyens & Loeff, he is deemed to have read these general terms and conditions and to accept them.

 

  1. Loyens & Loeff is the sole party contracting with the clien 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. This decision will be taken by Loyens & Loeff in all reasonableness.
  2. The services rendered by Loyens & Loeff is a best efforts commitment (unless agreed otherwise) and the liability of Loyens & Loeff shall be assessed accordingly and is limited to the amount actually paid out in the particular case 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 with a minimum of 2.500.000 euros. The client undertakes to file any possible claim within 6 months from the date on which the event or circumstance allegedly giving rise to the claim was, or could reasonably have been, detected by the client, unless Loyens & Loeff has been informed thereof in writing by registered letter within the aforementioned 6-month period.
  3. Loyens & Loeff is not liable for any services, acts and/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, ). In this respect, Loyens & Loeff always acts as an agent of the instructing party, and in this capacity is, among other things, authorized to accept on behalf of the instructing party limitations of liability that are applied by third parties. Loyens & Loeff does not provide non-legal advice (such as, but not limited to economic advice, commercial advice, financial advice, technical advice, insurance matters, accounting, brokerage, actuarial matters, environmental matters or information technology). If such advice is nevertheless provided as an accessory to legal advice, Loyens & Loeff accepts no liability in this respect.
  4. Loyens & Loeff is not liable for any failure, acts and/or omissions of any third party (such as financial institutions, notary publics, bailiffs) with whom Loyens & Loeff deposits money or through whom Loyens & Loeff transfers money on behalf of the instructing part
  5. 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 competent courts of the district of Brussels.
  6. The instructing party only has rights against Loyens & Loeff and expressly waives all rights and legal remedies whatsoever against the partners, lawyers and/or employees, being physical persons or legal entities, that are affiliated in any way with the legal entities operating under the Loyens & Loeff name and that are involved in any manner in the services provided by or on behalf of Loyens & Loeff Coöperatieve Vennootschap met Beperkte Aansprakelijkheid / Société Coopérative à Responsabilité Limitée. When this is necessary for the provision of services, Loyens & Loeff may share information with the other entities of Loyens & Loeff subject to strict observance of our professional confidentiality obligations (with the exception of the obligations concerning the fight against and the prevention of money laundering).
  7. Lawyers are subject to strict deontological 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 is not compatible with the aforementioned regulations, the instructing party cannot force Loyens & Loeff to continue any services whatsoever without the consent of the third party involved, if Loyens & Loeff deems such consent to be appropriate. The decision of Loyens & Loeff 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 at all times with its professional duties of
  8. Loyens & Loeff shall have the right to terminate the relationship with the instructing party upon written notice to that effect, without prior judicial decision and without owing any compensation, in the event of a reasonably serious breach of contract committed by the instructing party, e.g. if Loyens & Loeff is unable to obtain clear instructions on how it 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 deontological duties or Loyens & Loeff’s code of conduct or in the event that Loyens & Loeff in its sole discretion determines that it would be unethical to continue the relationship with the instructing party. After written notification, the instructing party may also terminate the services with Loyens & Loeff, without prior judicial decision, in the event of a serious breach of contract committed by Loyens & Loeff. Upon termination of the relationship, for any reason, all unpaid fees, disbursements and charges of Loyens & Loeff for the instructing party existing at the date of reciliation will become immediately due and
  9. We practice a regulated profession which, depending on the lawyers involved, is subject to the deontological rules of the Ordre des Barreaux Francophones et Germanophone (www.avocat.be), the Orde van Vlaamse Balies (www.advocaat.be), the Orde van Advocaten van het Hof van Cassatie (www.avocass.be), the Ordre français des avocats du barreau de Bruxelles (www.barreaudebruxelles.be) or the Nederlandse Orde van advocaten te Brussel (www.baliebrussel.be). Further information on the professional rules applicable to us can be obtained from these orders.

Any difficulty in complying with our deontological rules may give rise to a complaint to the Chairman of the Bar in charge of your file. In the event of a dispute concerning our fees, the conciliation, mediation and arbitration procedures of the competent Bar will also apply. All information on this subject is available at the above-mentioned internet addresses.

  1. In the event of a dispute between a client-consumer and the lawyer handling the case, they shall try to resolve their dispute amicably before taking legal action. If the dispute cannot be resolved in this way, the client/consumer may apply to the Ombudsman's Service for Legal Consumer Disputes, depending on the Bar to which his/her lawyer belongs. All information is available at the following addresses and websites:

 

Ombudsdienst Consumentengeschillen Advocatuur van de Nederlandstalige balie

Staatsbladstraat 8

1000 Brussel

Tel: 02 227 54 70

E-mail: oca@ligeca.be

Web: http://oca.ligeca.be/

 

Service Ombudsman des avocats de l’Ordre des barreaux francophones et germanophone

Guldenvlieslaan, 65

1060 Brussel

Tel : 02 648 20 98

E-mail : ombudsman@ligeca.be

info@ligeca.be

Web : http://obfg.ligeca.be/nl

 

If the dispute relates to online services, the customer-consumer can refer to the ODR platform (http:/ec.eu/odr), provided for the out-of-court resolution of online disputes.

  1. 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
  2. Unless agreed otherwise in writing, fees for services provided are calculated on the basis of the Loyens & Loeff standard hourly rates. Expenses disbursed by Loyens & Loeff (e.g. travelling costs, translation costs, courier expenses) are invoiced separatel General office expenses (postage, telephone, fax, photocopies, ICT, …) are charged as a percentage of the fees. If Loyens & Loeff changes its fees and/or general office expenses in accordance with the agreed manner, the instructing party is entitled to terminate the agreement with Loyens & Loeff within 30 calendar days of the time at which it became aware of, or should reasonably have become aware, of this change. In the absence of a reaction within the aforementioned period, the instructing party shall be deemed to have accepted the change in rates implemented by Loyens & Loeff.
  3. Loyens & Loeff is obliged to apply the anti-money laundering legislation to prevent the use of the financial system for money laundering and the financing of terrorism (including the Act of 18 September 2017, as amended). To this end, the client must promptly provide all information and documents requested by Loyens & Loeff for compliance with this Act, including for the purpose of identifying adequately the client. We must also determine the purposes and expected nature of our business relationship with you. Barring exceptional circumstances, we cannot act or must terminate our intervention if we are unable to obtain the required proof of the identity of you, your representatives and your ultimate beneficiaries in a timely manner. Article 14/1 of the Companies Code obliges the directors of a company to provide the details of the final beneficiary of the company to the mandatory entities (including lawyers) when carrying out a customer due diligence under the anti-money laundering legislation.
  4. The law requires us to be permanently vigilant with regard to our business relationships with clients and are if necessary obliged to report any suspicion of money laundering to our Money Laundering Reporting Officer and/or the competent Chairman of the Bar. We may not be legally allowed to inform you about this reporting and we may be obliged to terminate our business relationship without notification.
  5. Loyens & Loeff will keep the files for five years after the closure of the assignment. The closing of a file coincides with the last invoicing for the relevant assignment. In accordance with article 60 of the anti-money laundering legislation, identification data and a copy of the underlying documents will be kept for 10 years after the end of the business relationship with the client or from the date of an occasional transaction. The documents necessary to identify and accurately reconstruct the transaction will be retained for 10 years after the implementation of the operation. The period of 10 years has been reduced to 7 years in 2017, 8 years in 2018 and 9 years in 2019. Original evidence or other original documents entrusted to Loyens & Loeff will be returned to the client. In certain circumstances, in particular if you have not paid all our fee statements or in case of litigations involving Loyens & Loeff , we have the right to retain the documents belonging to you, even if you ask us to return them or to destroy them. After the period of five years, when we consider that we should no longer keep them, Loyens & Loeff has the right to destroy the files (both paper files and, where possible, electronic files) without any prior notice to the client.
  6. Loyens & Loeff treats all information obtained from the client that is not in the public domain as confidential information.
  7. 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, presentations or publications (including newsletters and brochures) or on its websites. However, Loyens & Loeff shall not comment publicly on any questions relating to its clients (and any of its affiliates) and shall not spread any information that is not publicly available. All media inquiries shall be directed to the clients involved.
  8. In the context of the services rendered to the client by Loyens & Loeff, the client acknowledges and agrees that Loyens & Loeff collects and processes certain personal data relating to the client and/or its usual contact persons within the organization of the client (client identification data, contact details, financial information, etc.). Loyens & Loeff will do so in compliance with the applicable data protection legislation (including, as from its date of application, the EU General Data Protection Regulation 2016/679 and its national implementing legislation). Loyens & Loeff will use these personal data for the following purposes: client administration, invoicing and accounting, debtor administration, compliance with its legal obligations (e. in relation to the prevention of fraud and money laundering) and, where appropriate, direct marketing. The data may be communicated to other Loyens & Loeff entities (if located outside the EU, the EU Standard Contractual Clauses will govern these data transfers) and to third parties with whom Loyens & Loeff has a contractual relationship (e.g. external service providers). Loyens & Loeff will take appropriate technical and organisational measures to protect personal data against unlawful or accidental loss, destruction or access. The data subject acknowledges that the transmission of personal data over the internet is never without risks. The data subject therefore acknowledges and agrees that Loyens & Loeff shall never be liable for the damage he/she would suffer by the unlawful use of his/her personal data by third parties who were not authorized to do so, except in case of fraud or gross or wilful misconduct. Any data subject has the right to access the personal data relating to him/her and, where appropriate, to request correction of any erroneous data, or the deletion of certain data (if justified).

The data subject also has the right, free of charge, to oppose any use of his/her data for direct marketing purposes. These rights can be exercised by sending a request to the following e-mail address: information@loyensloeff.com. More detailed information on Loyens & Loeff’s data processing activities can be found in Loyens & Loeff’s Privacy Statement available via the following link: https://www.loyensloeff.com/be/en/about-us/legal-privacy/privacy-statement/.

  1. These general terms and conditions may be amended from time to time. We will keep you informed by publishing the new version on our website and referring to it in our e-mail exchanges. You may then terminate our contractual relationship within 30 calendar days. If you do not respond within the aforementioned period, you will be deemed to agree to the amended general terms and conditions. The applicable general terms and conditions can be consulted at any time on the Loyens & Loeff website: loyensloeff.com.
  2. Should one or more of the terms of this agreement be invalid, void or in any way unenforceable, this shall not affect the validity of the remaining terms and the agreement as a whole. The invalid, void or unenforceable term shall be replaced ipso jure by a term which is valid and enforceable, and which corresponds as closely as possible to the objective of the invalid, void or unenforceable term.
  3. Loyens & Loeff and the instructing party acknowledge that each clause of this agreement reflects their true intention, and that the provisions contained herein do not create an apparent imbalance between their mutual rights and obligations.
  4. If you have any questions about the content or application of these general terms and conditions, please contact your contact person.

 

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.

January 2021

If you have any question or comments about our data processing activities, please contact:

Loyens & Loeff Avenue de Tervueren 2 / Tervurenlaan 2
1040 Brussels
T: + 32 2 743 43 43
F: + 32 2 743 43 10
E: information@loyensloeff.com

Loyens & Loeff Switzerland LLC

  1. All services are provided by Loyens & Loeff Switzerland LLC (“Loyens & Loeff Switzerland LLC”), a private limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Switzerland with registered seat in Zurich and registered with the Zurich Commercial Register (Handelsregister des Kantons Zürich) under number CHE-355.880.861. Any addressee should be aware that all services provided by Loyens & Loeff Switzerland LLC are governed by these General Terms and Conditions, which include a limitation of liability, the application of Swiss law and the competence of Zurich courts.
  2. In accordance with general professional custom certain persons who perform professional services for Loyens & Loeff Switzerland LLC may be referred to by or on behalf of Loyens & Loeff Switzerland LLC as “partner”. The person referred to as such acts exclusively on behalf of and for the account and risk of Loyens & Loeff Switzerland LLC in performing his or her professional services.
  3. Loyens & Loeff Switzerland LLC’s liability is limited to losses caused by Loyens & Loeff Switzerland LLC’s gross negligence or wilful misconduct. Loyens & Loeff Switzerland LLC assumes no liability for other than direct losses, including, without limitation, indirect or consequential losses. Moreover, Loyens & Loeff Switzerland LLC’s liability for losses caused by acts or omissions of Loyens & Loeff Switzerland LLC’s agents, auxiliary persons or other third parties is expressly excluded. The application of art. 399 para. 1 (“an agent who has delegated the business entrusted to him to a third party without authority is liable for the latter's actions as if they were his own”), art. 399 para. 2 (“where such delegation was authorised, he is liable only for any failure to act with due diligence when selecting and instructing the third party”) and art. 403 para. 2 (“where several persons conclude an agency contract as agents, they are jointly and severally liable to the principal and, save to the extent they are authorised to delegate to third parties, may commit the principal only through joint action”) of the Swiss Code of Obligations (Schweizer Obligationenrecht) is expressly excluded.
  4. Any liability of Loyens & Loeff Switzerland LLC 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.
  5. Loyens & Loeff Switzerland LLC is the sole contracting party of the client. These General Terms and Conditions may also be invoked by persons or legal entities associated with Loyens & Loeff Switzerland LLC, whether directly or indirectly, or by those who are involved in any manner in the services provided by or on behalf of Loyens & Loeff Switzerland LLC.
  6. Loyens & Loeff Switzerland LLC is expressly allowed to share confidential information with other entities operating under the name Loyens & Loeff on a need to know basis and subject to observance of applicable professional confidentiality obligations.
  7. Loyens & Loeff Switzerland LLC reserves the right to amend these General Terms and Conditions at any time. The current version of these General Terms and Conditions is available on www.loyensloeff.com.
  8. The relations between the client and Loyens & Loeff Switzerland LLC shall be governed by Swiss substantive law. Zurich shall be the exclusive place of jurisdiction for all disputes between the client and Loyens & Loeff Switzerland LLC.