Terms and conditions

Article 1. Scope

These general terms and conditions (the “General Terms and Conditions”) apply to all Services provided by the limited liability company DBRN BUSINESS LAW, with registered offices at 2020 Antwerp, Jan van Rijswijcklaan 228 bus 2 (2nd floor) en registered in the Crossroad Bank for Enterprises under the number 0713.909.805 as well as all attorneys-at-law acting on behalf of this company, including mr. Brecht Debruyn, attorney-at-law, (hereafter together referred to as “DBRN”) towards all of DBRN's clients.

[Services] refer to the provision of legal Services in the broadest sense, such as legal advice, legal assistance, assistance with expertise process, acting as a proxy, representation and/or assistance with negotiations, representation and/or assistance with conducting proceedings and resolving disputes both in Belgium and abroad (hereafter further referred to as [Services]).

[Clientele] includes all customers of the DBRN Services, irrespective of the legal appearance (i.e. natural person, legal entity, grouping of persons) and the geographical location of the customer (the customer of the Services in these General Terms and Conditions hereafter further referred to as the [Client]).

The Client who uses the Services of DBRN is deemed to have read, received and accepted these General Terms and Conditions. These General Terms and Conditions form the framework and therefore form part of the Contractual Relationship between DBRN and its Client (the Contractual Relationship), this Contractual Relationship is established as soon as the Services commence. The implementation of the Services all concern best efforts and no obligation of results. DBRN will always strive for the best possible result in the execution of the Services, and this in the interests of the Client.

Article 2. Conflicting and other conditions

Unless expressly agreed otherwise, in the event of any conflict between the text of these General Terms and Conditions and the text of the Client terms and conditions, these General Terms and Conditions always prevail over the Client's terms and conditions (regardless of the form in which they were provided to DBRN). Any agreements between the Client and DBRN that deviate from one or more stipulations of these General Terms and Conditions will only replace the stipulation or the stipulations from which they deviate, so that the other stipulations remain fully applicable. The Dutch text of these Terms and Conditions will always prevail over any translations of these General Terms and Conditions.

Article 3. Collaboration and information

The Client provides, at the start of the Contractual Relationship as well as during the duration thereof, if necessary on request, all information that is required to enable the optimal execution of its Services. DBRN is not liable for damage that would result from incorrect or incomplete information provided by the Client. DBRN regularly informs the Client about the course of the handling of the case.

If DBRN is obliged to carry out a prior or other Client investigation (pursuant to the law, deontological rules or otherwise), the Client will always provide all information, documents and supporting evidence requested by DBRN. In the event of non-cooperation by the Client, DBRN reserves the right to terminate the provision of legal Services, regardless of whether Services have already been performed prior to non-cooperation and without prejudice to the obligation on the part of the Client to reimburse the Services already performed and any additional costs and damages resulting from this non-cooperation.

Article 4. Third party service providers

The Client agrees that DBRN may appeal to other third parties for specific or specialized assignments (such as, but not limited to, bailiffs, accountants, auditors, experts, notaries, translators and other special experts) for the execution of the Services. DBRN has the mandate, as trustee, to assign service providers to the aforementioned third parties on behalf of and for the account of the Client, in which case the Invoice of the service provider to which the appeal is made can be issued in the name of the Client and that Invoice must be paid by the Client directly to the service provider concerned.

Article 5. Costs and fees

DBRN shall Invoice its activities, administration costs and advanced costs as part of the provision of the Services, monthly invoicing to the Client by means of a statement of fees and costs (the Invoice). Unless agreed otherwise, the Services will be charged on the basis of an agreed hourly rate, which will also be determined considering the nature, complexity, deployment and urgency of the Services. In addition to the fee, DBRN and the Client may also agree on a fee that depends on the achieved result of the Services provided. The agreed hourly rate includes all office costs, such as printing costs, postal costs, telephone costs (but excluding the travel costs that are always charged at EUR 0.49 per kilometre from the office address of DBRN). This agreed hourly rate does not include the costs and fees payable to third-party service providers. DBRN and the Client may also agree on a fixed price for certain Services, whether or not supplemented with a fee that depends on the result achieved. Invoices are payable on the office account of DBRN: BE12 7360 2647 4192 (BIC KREDBEBB).

If the Client does not agree with the Invoice, he must submit a formal protest to brecht.debruyn@dbrn.be by registered mail and by email within fifteen days of the Invoice date. If the Client fails to make such a timely and formal protest, the Invoice will automatically acquire an unquestioned character. In the event of non-payment before the due date of the Invoice, a flat-rate compensation of 9% is automatically charged on the outstanding amount (with a minimum of EUR 65.00) and an interest rate of 8% will be applied to the outstanding amount and this from the due date to the date of full payment and this without prejudice to DBRN's right to also recover any collection costs from the Client. The objection of non-execution is excluded on account of the Client, in other words the Client is not entitled to suspend payment of an outstanding Invoice if he believes that DBRN would not yet have performed certain Services.

In the event of non-payment before the due date of the Invoice, DBRN also has the right to suspend either the execution of its Services in all cases with the relevant Client until all overdue Invoices have been paid in full or to terminate the Contractual Relationship with the Client with immediate effect.

DBRN can never be held liable for the damage that would result from the suspension of its Services or the termination of the Contractual Relationship as a result of non-payment before the due date of an Invoice from the Client.

Article 6. Third party funds

DBRN transfers all amounts that it receives on behalf of the Client to the Client in the shortest possible time. If DBRN can not immediately transfer an amount, it notifies the Client of the receipt of the amount and informs the Client of the reason why the amount is not paid. DBRN may deduct sums from the amounts that it receives on behalf of the Client to cover the amounts that the Client owes DBRN. He informs the Client of this. DBRN will immediately pass on all amounts it receives from the Client on behalf of third parties to these third parties. DBRN holds a third-party account with KBC Bank under the following number BE98 7360 2787 1093.

Article 7. Liability

DBRN is a lawyer with the Antwerp Bar insured in professional liability through a collective insurance 'civil professional liability', concluded by the Flemish Bar Council (the insurance). The total liability of DBRN is both ratione materiae and ratione summae limited to the risks and amounts covered by the insurance. If the insurance does not cover the damage, the total liability of DBRN and its appointees, both contractually and extra contractually, even in case of gross misconduct, is limited to the main sum, costs and interest to the amount excl. VAT that was charged in the case in which the liability is retained, and in the absence of such case up to EUR 3,000.00 per claim and EUR 10,000.00 in total. DBRN can under no circumstances be held liable for indirect damage, consequential damage, loss of use or loss of profit suffered by the Client or by third parties.

With regard to specific dossiers, for example in the area of ​​risk management or in the context of a takeover, additional agreements can be made in joint consultation between DBRN and the Client with regard to the insured liability of DBRN. In consultation with the Client, DBRN can subscribe to an additional insurance policy with a larger coverage that is tailored to the specific risks in a specific case.

Notwithstanding DBRN makes reasonable efforts to protect its online content, emails and attachments from viruses or other defects that may affect computers or an IT system, it remains the responsibility of the Client to ensure that appropriate measures exist and to protect the Client's IT system against such viruses or defects. DBRN accepts no liability for any loss or damage that is the result of receiving or using electronic communication from DBRN.

Article 8. Intellectual property rights

The Client is not permitted to use the advice, notes, contracts, procedural documents, documents and all other intellectual activities in any form made by DBRN without prior written permission, by themselves or with the help of third parties to reproduce, make public or use in any way whatsoever, other than in the context of DBRN’s assigned assignment. The content and text of DBRN's website (www.dbrn.be) remains the property of DBRN and may not be used by the Client or by third parties without the prior consent of DBRN.

Article 9. Termination of the Contractual Relationship

Both the Client and DBRN have the right to terminate the Contractual Relationship at any time with immediate effect and without justification. DBRN is not liable for the damage that would result from its termination of the Contractual Relationship with the Client.

If the case is closed, the Client will be informed of this in writing by DBRN. The Client is obliged to pay all outstanding payments related to the Services and costs up to the date of termination of the Contractual Relationship.

DBRN archives the case after termination of each assignment and then stores it for a period of five (5) years. Original documents can be returned to the Client and, if necessary, should be archived by him. After the aforementioned period of five (5) years DBRN has the right to destroy the file.

Article 10. Modification

DBRN reserves the right to modify these General Terms and Conditions at any time. Should one or more provisions of this agreement be null and void, this nullity or invalidity will not affect the validity of the remaining provisions and of the remaining part of the Contractual Relationship.

Provisions that are voided or invalid by nullity remain binding for the part that is legally admitted. Parties undertake to replace provisions that are void or invalid with valid provisions that approach the parties' intentions as closely as possible.

Article 11. Applicable law and competent court

The Contractual Relationship between DBRN and the Client is always governed by Belgian law. Any dispute concerning the validity, interpretation or execution of the Contractual Relationship will only be settled by the courts of the district of Mechelen.