Art.1 - These general terms and conditions (hereinafter referred to as “General Terms and Conditions”) apply to all the agreements concluded between Van Olmen & Wynant CVBA (with registered offices at 1050 Brussel, Louizalaan 221, CBE No.: 0465 265 844, hereinafter referred to as “VOW”) and its clients (hereinafter referred to as the “Client”), in connection with the services provided or to be provided by VOW to the Client (hereinafter referred to as the “Assignment”) and to all legal relationships arising in this regard between VOW and the Client.
Art.2 - By entrusting an Assignment to VOW the Client accepts the applicability by force of law of the General Terms and Conditions to both the Assignment in question and any future Assignments. VOW may modify the General Terms and Conditions whereby the Client accepts that the modified version shall be immediately applicable to the ongoing Assignments. The current version of the General Terms and Conditions is available on VOW’s website.
II. Acceptance and termination of the assignment
Art.3 - VOW shall have no obligation to accept an Assignment or to accept any other Client request as long as VOW has not accepted the Assignment.
Art.4. - Both VOW and the Client are entitled to terminate the Assignment unilaterally at any time by a written notice.
III. Identification duty
Art.5 - The Client acknowledges that VOW is subject to the preventive component of the money laundering legislation (i.a. the Act of 11 January 1993 on preventing the use of the financial system for money laundering and terrorist financing) that aims to curb various unlawful practices and imposes a number of mandatory obligations on attorneys, in particular the obligation to exercise continuous vigilance concerning elements that might be indicative of money laundering or terrorism financing. Therefore (i) the Client acknowledges that VOW is legally required to verify the Client’s identity and shall submit to VOW upon first request all information the latter may request, as the case may be, by means of completion of the proper forms, including forms related to the identification of the ultimate beneficiary ownership and (ii) the Client acknowledges that, if a violation of the above-mentioned legislation is suspected, VOW shall be obliged, without informing the Client, to report the facts to the President of the Bar Association who may further inform the competent governmental authorities (i.a. the Financial Intelligence Task Unit). VOW shall in no event be liable for any consequence of it acting in compliance with the abovementioned legislation.
IV. Third party services
Art.6 - If VOW is brought to use third party services in connection to the performance of an Assignment, VOW shall exercise due care in selecting such third parties and, where and to the extent appropriate, consult with the Client in advance. Unless agreed otherwise, such third parties shall be deemed to act on behalf of the Client. VOW shall in no event be liable for the performance by such third parties of their services nor for any faults or defaults which such third parties may commit in the performance of their services. VOW shall be entitled to accept on behalf of the Client any limitation of liability stipulated by any such third party. The remuneration for the services rendered by the third party shall, at the Client’s option, be charged to the Client directly by the third party or recharged indirectly by VOW.
V. Information and confidentiality
Art.7 - The Client must upon first request immediately provide all information that is connected to the Assignment and shall be responsible for the accuracy, completeness and reliability of the provided information. In case the Client fails to provide the necessary cooperation, VOW shall have the right to suspend the performance of any work for the Client and/or to terminate any Assignment (as the case may be, by desisting itself of a case).
Art.8 - VOW undertakes to treat every Assignment in line with the confidentiality obligations imposed on it and its lawyers by the Belgian Judicial Code and in the Code of Ethics of the Bar Association.
Art.9 - On the condition that this happens with due caution and unless this is forbidden by the Code of Ethics of the Bar Association and/or the Client opposes to it, the Client grants to VOW the right to make publicly known for advertising purposes that VOW is acting or has acted for the Client. Divulgation of a current or prior intervention by VOW for the Client to the press is however subject to the Client’s prior acceptance, unless the existence of this intervention or of the relevant transaction or matter is already publicly known.
Art.10 - All contracts, advises, submissions, correspondence and, in general, all information or things, regardless of the form or medium, drafted by VOW for, in the name of and/or on behalf of the Client and/or made available to the Client (hereinafter referred to as the “Results of the Assignment”), are strictly confidential, are subject to professional secrecy rules and are intended for the use exclusively by the Client. The Results of the Assignment may not be used, copied, quoted or made public or communicated to third parties, in whole or in part, for any other purpose except with VOW’s prior authorization.
Art.11 - The Client accepts that VOW, as permitted under the professional rules and subject to strict observance of professional secrecy, may accept assignments from other clients whose activities may compete with those of the Client and/or may assist third parties whose interests conflict with those of the Client in matters in which the latter does not regularly consult VOW.
Art.12 - Any Client claim in relation to the Assignments may only be directed against VOW. This applies also by extension, in a given case, to all Client claims against the VOW’s associates, attorneys, assistants and staff.
Art.13 - The Client acknowledges that legal matters, proceedings or disputes entail risks and costs (in addition to the cost of its own lawyer), such as those related to costs of legal proceedings, as set out in articles 1017 and 1022 of the Belgian Judicial Code and the Royal Decree of 26 October 2007, about which the Client acknowledges to have been adequately informed, and that, unless explicitly agreed otherwise or as follows from the nature of VOW’s undertaking, all VOW obligations in relation to the Assignment are obligations of best efforts.
Art.14 - The Client acknowledges that VOW is not liable for the consequences of force majeure or of external causes and that, with the exception of bad faith or wilful misconduct attributable to VOW, VOW’s liability in relation to the Assignment and to the compensation for damages he may suffer in the event of any professional error is limited to the amount paid out by VOW’s insurance or, if no such insurance exists, to the amount of the fees charged for the Assignment in question.
VOW confirms to have taken out a professional indemnity insurance policy, of which the Client may request to obtain a certificate. If it chooses to do so, upon Client’s request, VOW may take out a supplementary insurance policy in relation to a particular Assignment, in which case the costs related to such insurance policy shall be borne by the Client.
Art.15 - Except for wilful misconduct or gross negligence on the part of VOW, the Client releases VOW from all liability and the Client shall hold harmless and indemnify VOW from and against all claims, demands and actions of any nature, that are made or brought by a third party against VOW and are related or are a direct or indirect result of an Assignment or are connected to the Assignment or a service performed or to be performed by or on behalf of VOW for the Client, including, without limitation, any damage, cost or expense incurred by VOW in connection with such claims, demands and actions.
Art.16 - The Assignment shall be executed against the fee agreed between VOW and the Client, or in the absence of such agreement, against the usual hourly rates of VOW’s lawyers, taking into account, among other things, the nature of the Assignment and in function of the seniority of the lawyer in question. The fees are calculated per time unit of five (5) minutes. VOW may modify these hourly rates from time to time. In case of modification the services shall be invoiced against the rates applicable at the moment of invoicing.
Art.17 - In case VOW, whether or not at Client’s request, provides an estimation of the fees due for an Assignment, this estimation shall at all time be non-binding, unless expressly indicated to the contrary.
Art.18 - VOW shall invoice to the client a lump-sum compensation to cover its usual administrative expenses (i.e. secretarial work, typing, telephone, fax, ICT and non-registered letters) in the amount of seven (7) % of the invoiced fees. The said compensation does not cover third party costs, the costs of travel and/or accommodation outside the Brussels-Capital Region, the court and court clerk costs, the judicial and procedural costs, the expenses specific for the Assignment at hand (such as the costs of translation, of expert assessments, of consultation of third party professional, of creation of data rooms, of fiscal stamps, of registered mail and express courier, etc.) nor the exceptional fees and expenses advanced by VOW in name and on behalf of the Client.
Art.19 - VOW shall have the right to require, prior to the commencement of any work and/or during the performance of any work, the Client to pay a retainer covering its fees or expenses and shall have the right not to commence any work before and to suspend any work unless such retainer is paid.
Art.20 - VOW shall invoice the amounts due by the Client, where applicable increased with VAT, and, where applicable, according the agreed frequency. All invoices of VOW must be paid within thirty (30) days from the date of the invoice. Failing timely payment, from the maturity date of the invoice VOW shall be entitled, by force of law and without prior notice, to payment of interest at a yearly rate of eight (8) % and of a lump-sum compensation equal to fifteen (15) % of the invoiced amount (with a minimum of 100,00 EUR), without prejudice to VOW’s right to seek compensation for the effectively suffered damage and incurred costs.
Art.21 - Should the Client fail to make timely payment of any amount due to VOW, VOW reserves the right, upon notification to the Client, to suspend its services with regard to the concerned Assignment or any other Assignment with immediate effect until the moment that all amounts payable are paid in full, or to terminate the services to the Client, in whole or in part, without the Client having right to any compensation for any consequence resulting from the aforementioned suspension or termination.
In the event of termination of the Assignment by VOW for reason of Client’s shortcoming, or in the event of termination of the Assignment by the Client for any other reason than VOW’s gross negligence, all invoices already issued by VOW shall become immediately payable and all later invoices shall be payable in cash.
Art.22 - All Client’s for which VOW is acting in the same Assignment or whom VOW represents in the same matter, are jointly and severely liable for the payment of the related fees and expenses, regardless of to which Client the invoice was sent.
Art.23 - If in relation to the payment for VOW’s fees and expenses the Client benefits from a (partial or full) third party financial contribution (for example, an insurance company), the Client must inform that third party as soon as possible about VOW’s involvement and inform VOW about the conditions of that third party’s financial contribution. As the case may be, VOW may request this third party to confirm its financial contribution and may communicate its invoices issued to the Client to this third party in view of the settlement thereof. In any case, the Client remains liable towards VOW for the payment of the latter’s invoices regardless of whether such invoices have been or will be (partially) settled by the third party, in which case the Client, where appropriate, may claim reimbursement from that third party.
Art.24 - VOW shall as soon as possible inform the Client about the monies it receives on behalf of the Client and transfer these amounts to the Client, notwithstanding the right of VOW, provided it informs the Client beforehand in writing, to deduct these monies from the amounts payable by Client to VOW in settlement of such amounts.
Art.25 - VOW is obliged by law to archive all files related to the Assignment once the Assignment is terminated and to keep them during a period of five (5) years. The original evidence and documents that have been provided by the Client to VOW shall be returned to the Client upon first request. The Client acknowledges that VOW has no obligations to preserve the archived files for a period of more than five (5) years after the termination of the Assignment.
XI. Processing of personal data
Art.26 - In the framework of the Assignment, VOW will comply with the relevant legal provisions on the protection of privacy, such as the Law of 8 December 1992 (on the protection of the privacy with regard to automatic processing of personal data) and the Regulation (EU) 2016/679 (of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC), in particular for the data provided by the Client to VOW. VOW took all necessary technical and organizational measures to ensure that the data provided by the Client is effectively protected against unauthorized or unlawful processing and against accidental loss, deterioration, alteration or damage and shall process the personal data solely for the purposes of (1) file administration and processing in the framework of the Assignment, (2) management and control of risk and quality, (3) client and relationship administration, (4) distribution of publicity and informative messages (such as newsletters, invitations to seminars, ...) if VOW believes that this might be of interest to the targeted recipients and (5) compliance with legal and regulatory obligations imposed on VOW (including the matters related to prevention of money laundering and combating of terrorism financing). Further supplementing specific provisions on the processing of personal data are available on our website.
By providing personal data to VOW, the Client authorizes VOW to proceed with the abovementioned processing. The Client guarantees that such provision of data is compliant with the relevant legal provisions, failing which the Client will indemnify and hold VOW harmless from and against any damages and costs, including third party claims.
The persons concerned have at all time the right to access and to have corrected the data that relates to them. Furthermore, these persons have the right to oppose to processing of their personal data for publicity purposes in respect of VOW’s services. To exercise these rights, it is sufficient for the concerned person to notify a written, dated and signed request together with a copy of his identification document, to Van Olmen & Wynant, attn. Responsible for the data processing, at Louizalaan 221, 1050 Brussel (or by e-mail to email@example.com). Any inquiry regarding the present clause may also be sent to one of these addresses.
XII. Miscellaneous provisions
Art.27 - The General Terms and Conditions exclusively apply to the Assignments. The applicability of all other conditions, including Client’s terms and conditions, whether they are contradictory to the General Terms and Conditions or not, is excluded.
Art.28 - The relationship between VOW and the Client does not create any rights nor any explicit or implicit advantage for the benefit of third parties.
Art.29 - The General Terms and Conditions shall also apply in favour of VOW’s shareholders and administrators and all the persons, regardless of their capacity, who are called or have been called upon by VOW for its service sand their respective shareholders and administrators.
Art.30 - If one or more provisions of the General Terms and Conditions is void, invalid or unenforceable, the remaining provisions continue to be valid.
Art.31 - The Assignments, including their interpretation, execution and any dispute in connection with it, and any other relationship between VOW and the Client, whether in contract or otherwise, are governed only by Belgian Law and shall brought exclusively before to the courts of the judicial district Brussels (Belgium). In the first place, VOW and the Client shall endeavour to resolve any dispute arising between them amicably in accordance to the applicable rules of the Bar Association.