GENERAL CONDITIONS
1. The law firm Liedekerke Wolters Waelbroeck Kirkpatrick BV/SRL (Liedekerke) is a limited liability company (besloten vennootschap/société à responsabilité limitée) incorporated under the laws of Belgium and has its registered seat in 1000 Brussels, Boulevard de l’Empereur 3 Keizerslaan. A list of the Partners, who are persons who hold shares in Liedekerke either directly or through their respective professional services entity, is available on request. All lawyers who work in this law firm, are registered with either the Barreau de Bruxelles Ordre Français (the French-speaking Order of the Brussels Bar) or the Nederlandse Orde van Advocaten bij de Balie te Brussel (the Dutch-speaking Order of the Brussels Bar).
2. These General Conditions apply to all work performed or work that will be performed by or on behalf of Liedekerke and to all legal relationships between Liedekerke and third parties arising from or in connection with such work. Entrusting Liedekerke with a matter implies the client’s acceptance of the General Conditions for this matter as well as for matters which the client will assign to Liedekerke later, without prejudice to any amendments that will be made to those Conditions from time to time of which the client will be informed about them in due course. However, if the client only received the General Conditions after having entrusted a matter to Liedekerke, the client’s non-withdrawal of the matter from Liedekerke after having received the General Conditions will be considered its acceptance of Liedekerke’s General Conditions.
3. Under the law and the rules of the Bar, Liedekerke must (i) identify and verify the identity of its clients as well as the matter’s ultimate beneficiaries (i.e., the natural persons who directly or indirectly have more than 25% share of or any other manner of control over the client or on behalf of whom the envisaged transactions are to be executed); (ii) exercise continuous vigilance concerning elements that might be indicative of money laundering or terrorism financing; and (iii) if any money laundering or terrorism financing is suspected, report it to the President of the Bar Association who can inform the Financial Intelligence Task Unit about the facts of the suspicious matter or transaction.
To comply with these identification and verification obligations, the client must submit the following documents to Liedekerke (unless Liedekerke has already obtained such documents from public sources): (a) If the client is a natural person: appropriate documents evidencing the client’s identity and permanent residence; (b) If the client is a legal entity: the entity’s articles of association or charter and the composition of the entity’s board of directors; (c) appropriate documents evidencing the identity and the permanent residence of the client’s agents or representatives; (d) the identity and the permanent residence of the ultimate beneficiaries of the matter or transaction and, if requested, appropriate documents evidencing their identity; and (e) any eventual changes to any of the data in the documents mentioned above.
4. Additional information and documents on clients and ultimate beneficiaries who hold public positions (politically-exposed persons) or who have a family or economic link with such persons must also be submitted to Liedekerke. For that purpose, the client’s cooperation is required. Belgian law imposes a duty on companies to provide their lawyers with information on the ultimate beneficiaries and any updates or changes to this information. To comply with its vigilance duty,
Liedekerke may request and obtain information with respect to the contemplated transactions and their context. For each particular matter, Liedekerke will request the requisite information and documents from the client in writing (by letter or email). If Liedekerke has not received the requisite information and documents within 15 days from the date of its request, Liedekerke must refuse the assignment or terminate its services, and the client will not be entitled to any compensation as a result of such refusal or service termination. Liedekerke will keep this information on paper or electronically for 10 years. Article 14 of these Conditions applies to this information. The lawyer’s duty of professional secrecy also applies to such information, but Liedekerke is under a statutory duty to report to the President of the Bar Association about any suspicion of money laundering or terrorism financing. If Liedekerke does not receive from the client the requisite information completely and timely in order to fulfil its legal obligations, Liedekerke may at any time suspend or terminate its services, and the client will not be entitled to any compensation as a result of such suspension or termination.
5. The law of 20 December 2019 implementing the EU Council Directive 2018/822 of 25 May 2018 (“DAC6 Law”) requires qualifying intermediaries to disclose reportable cross-border arrangements (“Reportable Cross-border Arrangement(s)”) to the competent tax authorities.
Reportable Cross-border Arrangements are arrangements (i) that concern either more than one Member State of the European Union or a Member State and a third country, (ii) where (a) not all participants in the arrangement are tax resident in the same jurisdiction, (b) one or more of the participants in the arrangement is simultaneously tax resident in more than one jurisdiction, (c) one or more of the participants in the arrangement carries on a business in another jurisdiction through a permanent establishment situated in that jurisdiction and the arrangement forms part or the whole of the business of that permanent establishment, (d) one or more of the participants in the arrangement carries on an activity in another jurisdiction without being tax resident or creating a permanent establishment situated in that jurisdiction, and/or (e) such arrangement has a possible impact on the automatic exchange of information or the identification of beneficial ownership, and (iii) where the arrangement contains at least one of the hallmarks set out by the DAC6 Law.
A qualifying intermediary is (i) any person that designs, markets, organises or makes available for implementation or manages the implementation of a Reportable Cross-border Arrangement, as well as (ii) any person that knows or could reasonably be expected to know that it has undertaken to provide aid, assistance or advice in respect to the activities as described under (i) (“Intermediary”).
If the client instructs Liedekerke in a mission (i) of which the nature and scope qualifies as a Reportable Cross-border Arrangement, and (ii) whereby Liedekerke qualifies as Intermediary, then Liedekerke will be required to comply with the reporting obligation as imposed by the DAC6 Law as well as the applicable professional Bar rules. As Liedekerke is bound by legal professional secrecy rules, Liedekerke will upon its intervention as Intermediary in a Reportable Cross-border Arrangement notify its client in writing (“Notice”) indicating that (i) Liedekerke may not directly disclose the Reportable Cross-border Arrangement to the competent tax authorities due to legal professional secrecy rules, and (ii) the client is obliged to fulfil the reporting obligation himself/herself. Following said Notice, the reporting obligation under the DAC6 Law shifts from Liedekerke to the client.
6. If third parties are called upon to provide services in connection with the work assigned to Liedekerke, Liedekerke will, to the extent appropriate, consult with the client in advance and will exercise due care in selecting such third parties.
Liedekerke is not liable for any failure or default by any such third party in the latter’s performance of its services. Liedekerke has the right to accept, on behalf of the client, any limitation of liability stipulated by any such third party.
7. Advice and opinions given by Liedekerke are covered by our duty of professional secrecy and are reserved for the exclusive use of those to whom such advice and opinions are addressed. Any product of Liedekerke’s services released to you in any form or medium is furnished by Liedekerke on the basis that it is for the benefit and information of the client only. These documents may not be copied, referred to, or disclosed, in whole or in part (except for the client’s own internal purposes), without Liedekerke’s prior written consent unless such communication is required by law or by a competent regulatory authority (in which case the client agrees to inform Liedekerke in advance unless such informing is prohibited by law). Liedekerke reserves the right to mention confidentially to the press or other source about its involvement in a transaction or proceedings for a client. Once the transaction or proceedings become public, such mention can be made in a non-confidential manner.
8. The ethical rules allow Liedekerke, subject to strict compliance with the rules of professional secrecy, to accept matters for other clients whose activities could be competing with those of the client. Liedekerke may also represent other clients (whose interests might conflict with those of the already existing client) in matters for which the already existing client does not consult Liedekerke on a regular basis.
9. Any and all liability of Liedekerke in respect of any work performed by or on behalf of Liedekerke or otherwise relating to an assignment given to Liedekerke is limited to the amount which is effectively covered in the particular case under the professional indemnity insurance programme taken out by Liedekerke. The limit of indemnity under this programme is currently EUR 150,000,000.00 per year . Upon written request, Liedekerke can take out supplementary insurance for the purpose of a particular file, and if it chooses to do so, any additional cost resulting from this will be charged to the client. Liedekerke’s liability, although limited, excludes any personal liability of its Partners, organs, associates, or employees.
10. The contract or relationship between the client and Liedekerke does not create or give rise to—or is it intended to create or give rise to—any third party rights. No third party has any right to enforce or rely on said contract or relationship which does not confer any right or benefit to any third party, directly or indirectly, expressly or implicitly.
11. The client indemnifies Liedekerke and holds Liedekerke harmless from and against all claims, demands, and actions of any nature brought by any third party against Liedekerke including any damages, costs, or expenses incurred by Liedekerke in connection with them in relation to the assignment given to or the services performed by Liedekerke, except if wilful misconduct or gross negligence on the part of Liedekerke is found. If any payment is made by the client in this respect, the client may not seek recovery of that payment from Liedekerke at any time.
12. The fees are in principle calculated per unit of six (6) minutes based on hourly rates. Liedekerke may change these rates from time to time.
The agreed rates in a specific file can be increased from time to time for future services in the file, in proportion to the increase of the Belgian consumer price index between the date of the opening of the file and the date of the notification of the increase.
To cover our administrative expenses (i.e. telecommunication expenses, ICT, postal services and registered mail as well as express courier under €20, judicial and procedural costs under €20, travel or transport costs within the Brussels area, etc.), our fees shall be increased by a 6% office surcharge.
The office surcharge does not cover the costs of travel and/or accommodation outside the Brussels area, the judicial and procedural costs over €20, the specific expenses (amongst others services of paralegals, translation, expert assessments, consultation of professionals outside of our firm, creation of data room, fiscal stamps, registered mail and express courier over €20, etc.) nor the outlays (court fees and other expenses advanced by Liedekerke in your name and for your account.).
The fees are increased by the above-mentioned costs which do not form part of the administrative costs included in the 6% office surcharge.
In principle, these costs are invoiced by means of intermediary statements. Liedekerke’s fees may also be invoiced by means of provisional statements which do not necessarily reflect the status of the work Liedekerke has performed or is performing. Nor do these provisional statements reflect the amount of costs and expenses already incurred on the client’s behalf.
All invoices and statements of fees and expenses of Liedekerke must be paid within thirty (30) days from the invoice or statement date. If an invoice or statement is not timely paid, interest will be charged to the client automatically and without prior notice starting from the due date and at a yearly rate of 8.5%. 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 the client as fixed damages without prejudice to Liedekerke’s right to seek compensation for the effectively suffered damage and costs incurred.
All services rendered by Liedekerke 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 Liedekerke’s 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 the client is located.
13. The client may possibly benefit from the (partial or full) financial contribution from a paying third party (for example, an insurance company) in paying Liedekerke’s fees and expenses for a particular matter. If it does, the client must inform that third party about the matter and about Liedekerke’s involvement in it as soon as possible. The client should inform Liedekerke about the conditions of that third party’s financial contribution. Liedekerke will still issue its statements of fees and expenses in the client’s name, and the client remains responsible for paying the fees and expenses regardless of whether such fees and expenses have been or will be settled eventually by a third party. Liedekerke may request this third party to confirm its financial contribution and communicate to this third party, in view of the settlement, the statements of fees and expenses issued in the client’s name.
14. In litigation matters, courts may order the non-prevailing party to pay to the prevailing party (parties) a lump sum. This lump sum is determined according to a scale fixed by law or regulation and represents the non-prevailing party’s contribution to the prevailing party’s (parties’) lawyer fees. This lump sum does not necessarily correspond to the fees and costs actually charged by Liedekerke for the litigation matter.
15. Liedekerke is obliged by law to archive all files once the matter is closed. The original evidence or documents that have been entrusted to Liedekerke are returned to the client.
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.
16. In accordance with the applicable legislation, Liedekerke’s privacy policy is explained in detail in a separate document. This document constitutes an annex to these General Conditions and is to be considered as an integral part thereof.
17. For a period of two years from the date of adherence to these general terms and conditions, the client shall not take any active steps towards any person who is active within Liedekerke, with the aim of directly or indirectly offering him employment (as an employee or in any other capacity) or inducing him to leave the employment he holds, except with the prior written consent of Liedekerke.
18. These General Conditions apply to the exclusion of all other conditions. Each clause or term constitutes a separate and independent provision. If any provision is judged to be void or unenforceable, the remaining provisions continue to be valid.
19. All disputes arising from or in connection with (i) the work performed by or on behalf of Liedekerke or commissioned to Liedekerke and/or (ii) the legal relationship between Liedekerke and the client or other third parties involved in the client’s matter are governed by Belgian law to the exclusion of all other laws. All disputes are to be submitted to the exclusive jurisdiction of the competent courts in Brussels which will exclusively hear and decide on the dispute. The applicable law and competent courts apply to counterclaims, side claims, or claim for indemnification, without prejudice to the competence of any professional organisations that have authority over Liedekerke.
20. These General Conditions apply also to the benefit of the directors, (administrateurs/bestuurdersthe shareholders of Liedekerke, the directors of such shareholders, and all persons who work or have worked for Liedekerke, whether as Partner, of counsel, counsel, lawyer, associate, trainee, employee, advisor, third party agent, or in any other capacity whatsoever.