General Terms & Conditions – May 2021
advisius is a law firm consisting of ADVISIUS SRL, having its statutory seat and office located at 1150 Brussels (Belgium), Tervurenlaan 273 av. de Tervuren, enterprise / VAT no. BE 0741.762.760 (Brussels).
1. The present general conditions apply to all services rendered by all attorneys of the law firm ADVISIUS (hereinafter “ADVISIUS”). Conflicting terms or conditions of the client (or any third party bearing the financial burden of our services and charges, such as shared services centres or insurance companies) will not apply, save with the express prior and written consent of ADVISIUS.
2. The fact that ADVISIUS accepts an assignment from a client does not imply any obligation either for ADVISIUS or for the client with respect to the involvement of ADVISIUS in other matters of the client. In the event that the client is a law firm, no direct relationship between ADVISIUS and that third law firm’s client will be deemed to have arisen. The client will inform ADVISIUS as soon as possible when he/she/it learns about a conflict of interest or about any circumstance that would prevent ADVISIUS from assisting said client. ADVISIUS will do the same. ADVISIUS and the client each have the discretionary right to terminate the assignment of ADVISIUS in writing at any time. In this case, all fees and costs of ADVISIUS, whether already invoiced or not, will become immediately payable.
3.ADVISIUS attorneys have a duty of professional secrecy and must comply with the rules of ethics of their respective bars. All correspondence, advice, opinions, procedure documents, etc. (the “Documents”) are transmitted by ADVISIUS to its clients under the express condition that such clients maintain the confidential nature of the Documents. Client may only forward a Document (or the content thereof) to third parties with the express prior and written approval of ADVISIUS. ADVISIUS will use reasonable efforts to protect the confidential nature of the Documents, however will not be liable for any unwanted disclosures which may accidentally occur.
Essential Documents in principle are archived with ADVISIUS for the period provided by applicable law and/or Bar regulations, however never for a shorter period than five years following the last service rendered (but without prejudice to possible transfer of files and matters to other law firms or attorneys).
4. All Documents produced by ADVISIUS are protected by intellectual property rights and may under no circumstance be used or reproduced without the express prior and written consent of ADVISIUS. All Documents are drafted for a specific situation and a specific client and they cannot therefore be transposed or applied to other situations or other persons, without a new analysis by ADVISIUS or other counsel.
5. Except if there is an agreement between ADVISIUS and the client to proceed otherwise, ADVISIUS shall invoice its services at its usual hourly rates, plus the expenses directly related to the matter. Hourly rates may be adapted from time to time, without prior notice from ADVISIUS. Applicable rates at any given time will be communicated upon simple request. Fees and certain charges of ADVISIUS are subject to VAT, as per applicable law. Services rendered by ADVISIUS are deemed to be rendered in the framework of the client’s professional activities unless the client advises ADVISIUS otherwise. Fee quotes and hourly rate quotes do not include VAT, unless otherwise stated. ADVISIUS reserves the right to ask for a retainer (“provision” / “provisie”) before starting to perform its services. When appropriate, elements other than logged time can be taken into account in order to determine the fees (for instance, the nature of the services, the results obtained, the urgent nature of the assignment, etc.).
6. The invoices of ADVISIUS are in Euros and shall be payable 30 days after the date of the invoice, without discount, into the bank account mentioned on the invoice. If an invoice is not paid within 30 days, (i) ADVISIUS may suspend or terminate its services, with immediate effect and in compliance with the applicable rules of ethics of the Bars of Brussels and (ii) interest on late payment will be due in accordance with the Belgian law and as mentioned in the engagement letter. Objections concerning the invoice have to be directed in writing to ADVISIUS within 10 days after the receipt of the invoice. Failing such written notification within said period, the invoice will be deemed to be irrevocably accepted.
7. The possible liability of ADVISIUS (either contractually or in tort or otherwise) vis-à-vis its clients and third parties, and the liability of all the attorneys and administrative staff who are either part of ADVISIUS or work for the account of ADVISIUS, are limited at all times to the amounts actually paid out for that particular liability matter by the relevant insurer(s) covering the professional liability of the relevant attorney(s) of ADVISIUS in the relevant case. In the event and to the extent that no monies are paid out under the professional liability insurance for any reason whatsoever, the liability of ADVISIUS and the liability of all the attorneys and administrative staff who are either part of ADVISIUS or work for the account of ADVISIUS, will be limited to two times the aggregate amount of the fees invoiced and effectively received in the relevant case by ADVISIUS during a period of twelve months preceding the fact which gives rise to ADVISIUS’s liability. The applicable insured amount and the terms and conditions of the relevant insurance policies will be provided by ADVISIUS at the client’s first request and amounts, in principle, to EUR 12,500,000 (situation on March 1, 2020). Under penalty of forfeiture, any claim against ADVISIUS and/or any attorney or member of staff that is part or has performed work for the account of ADVISIUS has to be notified in writing to ADVISIUS within one year after the date on which the services which are the basis of such claim have been rendered.
The professional liability of ADVISIUS is insured at the first rank entered into by the Brussels Bar (OBFG) with Ethias SA, collective insurance n°445.118.401. Ethias SA has its statutory seat at rue des Croisiers 24, 4000 Liège, enterprise no. 0404.484.654. A supplemental professional liability insurance (second rank and third rank) was entered into by ADVISIUS through the Belgian subsidiary of Marsh & McLennan, Marsh SA/NV, having its statutory seat at Hermann-Debrouxlaan 2 av. Hermann-Debroux, 1160 Brussels, enterprise no. 0403.276.906, policies numbers 45191234564 (2nd rank, with Ethias and AIG Europe) and 607203523144 (3rd rank, with HDI-Gerling Assurances SA and AIG Europe). These policies contain a worldwide coverage, with limitations for the USA and Canada and subject to the precise terms and exceptions under these policies. The coverage relates to civil liability for damages or losses suffered by third parties, including clients, as a result of acts in the performance of the profession of a lawyer, as well as (inter alia) the activities of an arbitrator in legal matters, fee taxation, lawyer mediator and a certain number of judicial functions.
In the event of urgent requests, ADVISIUS may not be able to verify all relevant facts and/or carry out the normally required legal research and/or duly consider the matter. When, upon the client’s request, ADVISIUS nevertheless renders advice in any such urgent matter, this will be to the best of its ability given the limited timeframe. However, ADVISIUS shall never be liable, for any matter or reason whatsoever, for any potential oversight or for any mistake due to the urgency.
8. The client shall hold ADVISIUS, the attorneys and staff who are part of ADVISIUS and/or the attorneys and staff who work for the account of ADVISIUS, harmless against any claim made by a third party and which is based on the services rendered by ADVISIUS for the account of the client, unless in the event of gross negligence by ADVISIUS.
9. With a view to optimizing the quality and/or cost of services and/or in cross-border matters, ADVISIUS may elect to entrust certain specific assignments to other attorneys or experts who are not part of ADVISIUS, without approval and without notice to the client.
10. Due to European Union Know-Your-Client rules, among others, ADVISIUS is legally obliged to obtain certain documents and information about the client. The client must provide said information and documents at the first request from ADVISIUS.
In addition, ADVISIUS and its attorneys, as all Belgian law firms and attorneys, are subject to certain anti-money-laundering rules and obligations, which are of a mandatory nature. Such rules and obligations may, i.a., oblige ADVISIUS to obtain additional information, e.g., with respect to the client’s UBOs (ultimate beneficial owners), which the client undertakes to provide upon first request from ADVISIUS. If our services are linked to a potentially tax-aggressive cross-border scheme, the regulations impose on us, as an intermediary, certain obligations, in particular reporting obligations to the competent authorities under the legislation transposing the European directive n° 2018/822 (known as “DAC6”), in compliance with the legal and ethical rules which apply to our activity. Where a declaration is required, please note that it may include confidential information. This disclosed information may be shared with tax authorities. Our intervention in any capacity whatsoever within the framework of a legal information system constitutes a service provided by our firm, which will give rise to specific invoicing.
In order to carry out its role as a lawyer in the cases entrusted to it, or to continue its relations, contractual or otherwise, ADVISIUS collects certain data, namely the identity (surname, first name, function) as well as, if necessary and according to the needs, certain contact information (address, telephone number, email address, VAT number, bank account, etc.) and other personal data (such as copy of passport, marital status, financial situation, writings, personal history, etc.). These data are necessary to the practice of the legal profession and/or the adequate treatment of the cases which are entrusted to ADVISIUS. They are processed in accordance with EU and national data protection laws. The controller of these data is ADVISIUS, tel. +32 2 891 80 55. They will be treated by ADVISIUS for the purposes of the relation and/or the practice of the legal profession and, where appropriate, by a third party (for example, a carrier, a bailiff, a correspondent attorney, a provider of IT services, ADVISIUS’s accountants). They will be kept throughout the duration of the relation, and/or of the case, and at least ten years after the end of it due to the obligations of ADVISIUS as a lawyer’s firm. The data subject has the right to be informed on the purposes for which his/her data will be processed and as to who will have access to his/her data. The data subject has the right to object to the processing of his/her personal data and to request that it would be limited without making it impossible to perform the lawyer’s duties or the proper treatment of the case. The data subject has the right to access the data ADVISIUS has recorded and to request corrections or even deletion, within the same limits. The data subject has the right to receive, or have transmitted to a third party, all personal information about him/her, in a portable and readable format, within the same limits. In case of doubt, the data subject can contact ADVISIUS, or file a complaint with the Data Protection Authority: Rue de la Presse 35, 1000 Brussels, tel.: +32 2 274 48 00 or contact(at)apd-gba.be
11. The client shall not enter into a settlement according to the Statute relating to the continuity of undertakings nor file any application for judicial reorganization or bankruptcy (or any similar procedure) without giving prior notice in writing to ADVISIUS, at least three working days before the execution of the settlement or the filing of the application.
12. The agreement between ADVISIUS and the client is governed by Belgian law (excluding its conflict of law provisions which would lead to the application of any other law). In case of a dispute, the courts of Brussels, Belgium, have exclusive jurisdiction, without prejudice to the right of ADVISIUS to file suit in the courts of the place of residence or of the registered seat of the client and without prejudice to certain Bar regulations which may impose the intervention of the Bar authorities.
13. If all or part of one of the provisions of these terms and conditions is declared to be null and void, or unenforceable, such will have no impact on the validity of the other provisions.