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TERMS OF BUSINESS

 

(1) Scope of the terms of business

The terms set out in these terms of business ("these terms") apply to all dealings between the law office KOCKS & PARTNERS BVBA / SPRL incorporated under Belgian law with its registered office at B-1050 Brussels, Avenue Legrand / Legrandlaan 41 ("we", "us" and "our") and the person or company or corporation or partnership to whom services are supplied ("you" and "your").

These terms are applicable notwithstanding the closing of a fee agreement, unless this fee agreement expressly stipulates that it prevails over these terms.

When you instruct us in relation to any new matter or case, you hereby acknowledge without any restriction that you have been duly informed of these terms and that these terms are binding for you.

Your instructions given to us by one of your employees, superiors, or a representative of yours (legal or fictitious) is binding for you. You accept that we will be entitled to treat the person or persons instructing us as being fully authorised by you to do so including in respect of accepting these terms.

Your instructions are confirmed to us in writing (i.e. by letter, fax or e-mail) or alternatively we shall send you a letter confirming your instructions. If there is any conflict between the terms of your instructions and our confirmation letter, our confirmation letter will prevail.

If you modify your instructions, the terms will remain applicable and we are entitled to charge you for the work done up to the time you modified your instructions.

Our work and advice are provided exclusively for your benefit. Without our written consent, no entity or person other than you is entitled to use or to benefit from the work and advice provided by us. Moreover, no entity or person other than you may claim any rights or file any complaints or bring any damages or any loss against us in relation to the services rendered by us or to the manner and means by which we carried out the agreed services.

 

(2) Means of communication

E-mail, fax or telephone are used as means of communication between you and us. Unless expressly agreed otherwise in writing, we assume you agree to communicate by e-mail or fax, although we cannot guarantee the security or secrecy of such communication.

It is your responsibility to ensure the secure exchange of data via your fax number and e-mail address that you provided to us. You expressly acknowledge all possible risks of mistakes, omissions or delays which can occur in communication by fax or e-mail and especially in oral communication.

In particular, you acknowledge that a secure or faultless e-mail transmission can not be guaranteed.

Information can be intercepted, damaged or destroyed, lost, delayed, incomplete or virus-infected. We cannot be held liable for any failures or omissions regarding the content of our message which may arise from transmission by e-mail. To guarantee a faultless transmission, you should request the use of hard copies.

 

(3) Implementation of work / Time schedule / Documents

We are entitled to postpone the start of our services until you provide us with your valid VAT-number/the valid VAT-number of the company you represent.

We will provide the agreed services with all reasonable care and according our professional standards for the purposes made known to us by you. We can accept no liability for advice or work undertaken in relation to factors of which we were not made aware.

You agree that we are free to organise our work in such a way as we consider appropriate or as we may reasonably believe we are required to do. We act to the best of our knowledge without guaranteeing any result to you. We act in what we consider to be an appropriately timely manner. You must tell us if matters are or if matters become particularly urgent or require action by a specific time and we will try to the maximum extent possible to comply with this, although this is without any guarantee. Where work is carried out within restricted timescales or unusual circumstances, you accept that we may be unable to provide you with the same level of advice as that which may be appropriate where such restrictions or circumstances do not exist.

You must provide us with timely, accurate and up to date information relating to the agreed services and notify us promptly of any material change in the information or circumstances. You must fulfil our requests for additional information and documentation in good faith and in good time. The documents must be supplied in a legible electronic format and must be comprehensive, precise and truthful. We expect you to review and/or to check with appropriate care all advice, explanatory notes, proposals for action or for settlement, agreements, drafts and other documents sent by us to you or a third party and, as far as these documents need to be signed and/or duly completed by your means, to return them to us by the means of communication set out under the abovementioned article (2). If we are not given satisfactory information in sufficient time, we are entitled to stop our work or to terminate our engagement.

We will retain files and papers (including those in electronic form) relating to your affairs as we consider to be reasonable. We have the right to destroy them without previous reference to you. We are entitled to withhold your hard copies and documents until all open invoices are paid.

 

(4) Fee structure / Office Costs / Disbursements

As a primary element, but not exclusively, we generally charge by calculating our fees on a time spent base. We will notify you of the hourly rate which can be increased from time to time during the course of the work.

The rate that you have been notified of will be charged by all lawyers dealing with the case. This rate is VAT excluded. The rate can be increased with 10% p.a., earliest 1 year after instruction, without prior notice.

In addition to time costs, we are entitled to charge you an additional contingency fee ranging from 10% to 15% (VAT excluded), depending on (a) the importance or (b) the complexity of the issues involved. This contingency fee will be based on (a) the amounts you are entitled to or have been safeguarded against or (b) on the results. You agree that we may also charge on a time spent basis for subsequent work, including but not limited to:

  • viewing of correspondence, agreements, submissions, etc.,
  • file reviews,
  • legal research,
  • translations,
  • briefing meetings,
  • preparation of meetings and/or hearings,
  • travel, etc.

Our fees are not conditional on either the completion of the work or on the successful completion of the work.

Office costs such as courier charges, communication costs, copying, printing, scanning and other file-related expenses (a non-exhaustive list) are separately charged to you. You will find an overview of the office costs rates (VAT excluded) as set out in the appendix. The minimum rate for these costs will be no less than 10% of the fees charged.

Such costs including but not limited to costs for bailiffs, sworn translations of procedural documents into the language of the court, travel, accommodation and subsistence costs, search costs, registration or publication costs, costs for extracts from commercial registers, etc. and other costs and expenses incurred on your behalf in carrying out the agreed services are referred to as disbursements and are directly charged to you separately.

Our bailiff will invoice you directly for the service of writs of summons, judgments, attachments, etc... unless we agreed expressly otherwise with you and we were provisioned beforehand. Therefore, we cannot be held liable in any way for any consequence arising from delay of service caused by a delay of payment at your side.

Expenses for external consultants, such as experts, auditors, etc. are borne by you if appropriate consent is given by you.

We are entitled to require, at our discretion and as a condition of acting or continuing to act for you, payment of our fees, office costs and disbursements and/or immediate payment of interim accounts or to request a retainer fee.

 

(5) Fee assessments

Our fee assessments do not include either office costs or disbursements. Such fee assessments are not to be considered as agreed fees or quotations even when minimum and maximum fees are indicated to you except where we have agreed in writing to charge fees based on the value in dispute.

 

(6) Payment of fees, office costs and disbursements

Our invoices relating to our fees, office costs and disbursements are due for payment within the terms stated on the invoice.

When payment is not made within the stipulated terms, an interest rate of 10 % p.a. may be charged to you as well as administrative costs of 10% of the fees and office costs charged, without prior notice. We are furthermore entitled to cease further work or to end our engagement. In this case we shall not be held liable for any loss or damage incurred by you as a direct or indirect result of such ceasing or termination of our engagement.

You shall be responsible for the payment of any third party who has agreed to pay on your behalf but fails to do so.

You authorize us to set off against and/or deduct from funds held by us on your behalf at our client account our fees, office costs and disbursement.

In the event of an early termination of our engagement, fees, office costs and disbursements shall be settled by you at our first demand. You are not allowed to refrain from payment by way of setting it off against your claim of damage or loss.

Any complaint against one of our invoices should be made by registered mail addressed to us within 8 days after issuance, with reference to the reasons therefor. After these 8 days, all invoices will be considered accepted and agreed upon.

 

(7) Limitation of our liability

We act only as legal advisor. You are solely liable for all commercial, financial or business decisions that you make even when relying upon our advice and/or our work.

Our liability insurance complies with the legal requirements.

Our liability towards you in respect of any loss or damage caused to you including any arising from a breach of duty to you and/or of our contract with you and/or from a negligent act and/or reckless disregard of our professional obligations and/or omission, misrepresentation and/or default in carrying out our work and/or the agreed services (including any liability for the acts or omissions of our members, employees and subcontractors) is limited to the reasonable value of the case, with an absolute maximum amount of € 1,125,000. in accordance with the Belgian Bar rules. Any other liability claims are waived.

We deny any liability for any loss or damage suffered by you as result of any change in the law or in the interpretation of the law that occurs after we have given our advice to you.

We cannot be held liable for any actions or negligence of any other third party, for example notary, translators or bailiffs, even when they are acting on our behalf.

 

(8) Data protection

You agree that we will collect, hold and process your personal data to enable us to provide services to you. We will not disclose your personal data to third parties, unless legally required or agreed upon. You have the right to access your personal data and can request rectification of inaccurate or incomplete information.

 

(9) Applicable law / Jurisdiction

These terms, the relationship between the parties and / or our services are governed solely by Belgian law.

Any dispute arising out of or in connection with this relationship and / or with our services shall be submitted to the exclusive jurisdiction of the competent courts in Brussels/Belgium with the exclusion of the Brussels Bar. We are entitled to choose the language of the proceedings to be either French or Dutch or German.