Terms of engagement

Indigo Legal’s general terms & conditions of engagement (“GT&CE’s”):

GT&CE’s v.1.0 – © INDIGO LEGAL – effective as from 01/04/2015

SCOPE

The present terms and conditions of engagement (hereinafter abbreviated as “GT&CE’s”) are applicable to all entrusted services which (a) lawyer(s) at INDIGO LEGAL (hereinafter abbreviated as “IL” or “we/us”) deliver to clients. It applies to its associates, staff members, personnel and articled students and all persons who collaborate with us. Whenever a client calls upon the services of IL, he is deemed to know and accept the present terms and conditions without restriction. A full copy of these GT&CE’s (or any subsequent version) can be obtained by the client at simple written request to IL. The possible publication of these GT&CE’s on any public medium (such as a website of IL) is as such not a legal precondition for these GT&CE’s to be applicable/enforceable to a specific client. These GT&CE’s apply for as long as IL performs the requested services and for as long as such services produce effects. Any conflicting or additional terms and conditions from the client will only be applicable upon prior written explicit approval by IL. Subject to publication or communication originating from IL, in any form, the present GT&CE’s and conditions will be applicable to all future relations between the parties. Any modification or derogation to these GT&CE’s and conditions needs explicit written approval by IL.

AGREEMENT BETWEEN CLIENT AND INDIGO LEGAL

If a client agrees to assign a mission and thus contract with a particular lawyer from INDIGO LEGAL, the contract is deemed to exist between the client and IL’s law office including where it is the explicit or tacit intention that the mission be performed by a specific physical person. IL may assign cases to each and every lawyer who is part of or cooperates with the IL as a law firm. IL may also substitute one lawyer for another without the client being entitled to oppose against this decision. IL is at its choice and in the interest of full professional service provision, entitled to engage and outsource certain assignments to other carefully selected third parties, such as technical experts or other domestic or foreign attorneys or advisors, who are not part of the IL law firm, for the execution of specific tasks.

However this is as such absolutely not a precondition to be able to start its chargeable legal services for a client, IL retains at its sole discretion the right to request the client to accept or sign a written engagement letter/email allowing for further specifications for the contractual relationship and/or a particular instruction.

IL provides the services exclusively for the benefit of the requesting client; third parties should not rely on the services nor derive any right to the work performed and the results obtained.

CONFLICTS OF INTEREST

Prior to agreeing to accept your instructions, both INDIGO LEGAL and the client will carry out their best efforts to verify and communicate to each other the existence of potential conflicts of interests which actually prevent us from acting for you, prior to the initial commencement of services by IL.

COMMUNICATION – EXCHANGE OF INFORMATION

Work tasks or instructions to INDIGO LEGAL may in their essence be delivered orally and/or confirmed in writing to IL, unless another more flexible cooperation method is being put in place (e.g. exchange via telephone, email, in meetings; periodical monitoring or follow up in matters; specific legal alerts). The client expressly accepts the risks related to communication via electronic means, in particular with regard to potential errors or omissions, interception, corruption, loss, delay or transmission of viruses. The client holds IL harmless from and against any consequences resulting hereof. Nevertheless, IL and the client may explicitly agree on the implementation of special security measures for communication and the exchange of information, such as the use of encryption, digital signatures or time stamps.

The client agrees to provide IL with all information and guidance useful and necessary for the provision of the services. The client undertakes to provide all data and information substantiated, as necessary, by documents. The client is responsible for the correctness, completeness and reliability of the information provided to IL by him/her or on his/her behalf. The client understands that effective and efficient provision of the services depends on the completeness and accuracy of the information provided.

TIMEFRAME FOR PROVISION OF THE LEGAL SERVICES

INDIGO LEGAL undertakes reasonable efforts to provide its services within a reasonable period of time. Any estimation in this respect is non-binding and will not constitute a formal deadline, unless otherwise agreed between IL and the client

In case of specifically agreed terms, IL undertakes to make reasonable efforts in order to achieve these deadlines. IL cannot be held responsible for exceeding time limits due to the client, third parties or in case of force majeure.

MODIFIED EXECUTION OF THE AGREEMENT

If, after the agreement has been concluded, the execution of the agreement has become more complicated and onerous, due to unforeseen circumstances, IL is entitled to suspend the execution of the agreement or to adapt its obligations accordingly.

(INTELLECTUAL) PROPERTY RIGHTS TO DOCUMENTS

IL retains all copyright and other property rights in advice, documentation and other information provided to the client, unless otherwise expressly agreed between IL and the client. Advices, opinions, written documents, etc. coming from INDIGO LEGAL are in principle protected by intellectual property law and can only be used or reproduced upon explicit prior written consent of IL. The aforementioned documents are unique to specific situations and cannot simply be transposed or applied to other situations or other persons, without a new analysis by IL.

The client may make reproductions of such information for its own internal use but may not pass them on to third parties without the prior, written consent of IL. Any advice or contractual documents sent to the client by IL should be considered draft versions for discussion purposes only and the client agrees not to disclose or rely upon such draft versions, unless where IL clearly indicates that the document is delivered in its final version.

LIABILITY

The contractual and non-contractual liability of INDIGO LEGAL, including all lawyers working within IL or lawyers acting on behalf of IL, for any and proven damage material claims, caused by and arising from an act or (gross) negligence to the client, shall in any event and in the aggregate not exceed to the amount of coverage provided by IL’s professional liability insurer (the applicable amount on a case-by-case basis being notified by IL to the client upon his first request) or in the absence thereof the amount of any actual direct damages up to the lower of i) the total fees charged to and actually paid by the client for the relevant assignment piece causing the damage, or ii) a maximum amount of EUR 10.000 (or its converted equivalent in local currency). Such limitation or exclusion of liability does not apply in case of damages or loss resulting from intentional fault, fraud or fraudulent misrepresentation on the part of IL.

Under no circumstances is IL liable for any of the following, even if informed of their possibility: indirect or economic consequential damages, loss of clients/goodwill, loss of production, loss of time, loss of anticipated savings, lost profits or revenues, moral or reputational damages, loss of or damage to data or loss of commercial opportunities.

IL accepts no responsibility for loss or damage resulting from receipt or non-receipt or use or non-use of electronic communications or documents sent by it.

Unless otherwise expressly agreed, IL is not responsible for services which are provided by third parties and which it has requested. IL will in no event be liable for any acts or omissions of third parties or any limitations of liability imposed by such third parties if the intervention of the third parties was requested or agreed to by the client.

The client holds IL and all lawyers working within the law firm or lawyers acting on behalf of IL, harmless against any claim by a third party resulting from the provision of services by IL for the client.

FEES AND EXPENSES FOR PROVISION OF THE SERVICES

The fees for services rendered by INDIGO LEGAL are usually based on standard hourly rates, taking into account the nature, complexity and urgency of the matter and the seniority/experience of an individual lawyer dedicated to the client. Any fee estimate regarding the time effort needed for provision of the services is made in good faith and considered as non-binding, unless otherwise agreed between IL and the client. However, IL will try to inform the client in due time if any fee estimate threatens to be exceeded considerably before completion of an assignment. Any fee estimates provided by IL are VAT exclusive, unless communicated otherwise. IL is at its own discretion entitled to request payment of a retainer sum.

Different from other firms, our hourly fee rates include normal costs such as the cost for secretarial work and general administrative/ICT office costs.

Extra expenses or specific disbursements, paid or incurred on behalf of clients, are charged separately at actual cost in addition to our professional fees. These include but are not limited a.o. court fees, procedural formalities, bailiffs, notaries, experts, foreign attorneys, registration of documents, stamp duties or any other taxes or costs, couriers/postal services, costs for translation, transportation, travel expenses, photocopying, research in external libraries, etc. IL may also charge for the time spent on an introductory consult (e.g. by telephone) and preliminary legal or other research necessary to prepare an accurate fee estimate.

INVOICING

Unless otherwise agreed between the client and INDIGO LEGAL, IL invoices its services and costs based on its usual rates, which are adapted from time to time based on the evolution of market prices, without IL having to provide notification of these changes in advance. IL reserves the right to request the payment of a provisional fee/retainer prior to the delivery of services.

Any claim relating to an invoice must be addressed to IL by registered letter within eight days from the invoice date. In the absence of the above, the invoice is deemed to be irrevocably accepted.

If the client applies an internal purchase order (PO) procedure, he shall proactively warn IL thereof before/at the start of each instruction by communicating the correct PO number. Any late communication of PO-numbers after issuing the IL invoice shall not be enforceable against IL.

PAYMENT

All amounts in the invoices issued by INDIGO LEGAL are payable, without any non-allowed discount or deduction of bank payment costs, at the registered office of IL or on the bank account indicated on the invoice. Payment of due amount in EURO should be received net (free of any charges for beneficiary) and at official bank currency conversion rate on date of payment.

When in default of payment, default interest shall automatically become due, without prior notice, pursuant to the Belgian Act of 2 August 2002, starting from the invoice date, as well as an additional indemnity (which shall amount to a minimum % of the invoiced amount). More specifically and unless agreed differently in writing by IL, IL currently applies the following strict payment conditions for each invoice:

– in case of late payment an interest of 10% per annum shall be as of right due for any amounts not paid within 15 calendar days after invoice date;

– in case of judicial recovery special conditions (such as discounts) will be no longer applicable and an administrative indemnity of 10% calculated on the invoice amount(s) will be applicable with a minimum of 200,- EUR;

– any claims will be settled exclusively before the courts of Brussels (Dutch speaking chamber) in accordance with Belgian law

Payment or currency exchange costs will be borne by the client.

QUALITY MANAGEMENT

INDIGO LEGAL endeavours to provide the highest quality legal services tailored to the client’s specific needs. If at any time the client should find that services can be improved, IL will deal with such concerns with due care and attention and as soon as reasonably possible upon being informed thereof.

CONFIDENTIALITY

The lawyers of INDIGO LEGAL are bound by professional confidentiality. All work that we undertake for the client is treated as strictly confidential and we shall not disclose any confidential information. We will treat as strictly confidential any confidential documentation that a client provides with. All letters, recommendations, procedure papers, etc. are transmitted by IL to its clients under the explicit condition that the client respects this confidentiality. The client is only entitled to transmit the aforementioned documents and their contents to third parties upon explicit prior written consent of IL.

Exceptions to IL’s obligation not to disclose such confidential information, may exist where:

it is expressly obliged by applicable law or ethical professional rules to do so; it is required to disclose such information by law, court or arbitration proceedings, or where we are requested to do so by regulatory authorities
the client permits the disclosure;
the information is already in the public domain;
the disclosure is done to other advisers of the client involved in a matter relating to the services;
the disclosure is done to another law firm in the interest of full professional service provision.

Unless where explicitly requested otherwise by the client, IL may use the name of the client as a reference for its own marketing purposes.

CLIENT IDENTIFICATION

The client knows and accepts that INDIGO LEGAL is obliged to discharge the obligations imposed by the Belgian Act of 11 January 1993 (as amended) relating to the prevention of the use of the financial system for money laundering and financing terrorism, in particular as regards vigilance with regard to its customers and reporting, to the authorities established for this purpose, any suspicions of laundering money or financing terrorism.

The client also knows that this law may compel IL to identify its clients. The client must provide his/her full assistance in this regard as prescribed by law. The client will at all times provide IL with accurate and complete identification information, including the identity of its own clients or beneficial owners. IL reserves the right not to commence provision of the services without such information.

DATA PROTECTION AND PRIVACY

INDIGO LEGAL and the client will respect applicable data protection legislation when processing any personal data as a result of an assignment entrusted to IL. In particular, they guarantee that they have the permission to communicate and that they will process such data only for purposes connected with the assignment and to the extent necessary for such purposes. IL and the client also undertake not to transfer such data to any third parties, except if required by law or authorised by each other. Identified data subjects have a right to access their personal data and ask for rectification or deletion where such data is inaccurate, incomplete or non-relevant by sending a written request dated and signed.

(IN)VALIDITY

If any provision or part of any provision of the present GT&CE’s should be declared void or inapplicable, this shall not affect the validity of the remaining provisions.

JURISDICTION – APPLICABLE LAW

The agreement between IL and the client shall be exclusively governed by Belgian law, without application of its conflicts of law rules. The parties may first try to seek to find amicable resolutions to any dispute. In case of an unresolved dispute, the Dutch speaking courts of Brussels (Belgium) have exclusive jurisdiction. IL remains however entitled to initiate proceedings before the courts of the residence or registered office of the client.

In any case, an action against IL becomes time-barred if the competent court has not been seized within twelve months of the client obtaining knowledge of the facts on which the action is based or twelve months from the moment the client can be reasonably deemed to have obtained such facts.