General Terms & Conditions

General Terms & Conditions – June 2016

LMBD Prioux is a law firm consisting of LMBD bv cvba/sc scrl, having its registered office located at 1170 Brussels (Belgium), Terhulpensesteenweg 177 / 7 Chaussée de la Hulpe, enterprise / VAT no. BE 0830.599.716 (Brussels), and of Raphaël Prioux de Baudimont bv bvba/sc sprl, having its registered office located at 1170 Brussels (Belgium), Terhulpensesteenweg 177 / 7 Chaussée de la Hulpe, enterprise / VAT no. BE 0447.165.743 (Brussels).

1. The present general conditions apply to all services rendered by all attorneys of the law firm LMBD Prioux (hereinafter “LMBD Prioux”). Conflicting terms or conditions of the client (or any third party bearing the financial burden of our services and charges, such as shared services centers or insurance companies) will not apply, save with the express prior and written consent of LMBD Prioux.

2. The fact that LMBD Prioux accepts an assignment from a client does not imply any obligation either for LMBD Prioux or for the client with respect to the involvement of LMBD Prioux in other matters of the client. In the event that the client is a law firm, no direct relationship between LMBD Prioux and that third law firm's client will be deemed to have arisen. The client will inform LMBD Prioux as soon as possible when he/she/it learns about a conflict of interest or about any circumstance that would prevent LMBD Prioux from assisting said client. LMBD Prioux will do the same. LMBD Prioux and the client each have the discretionary right to terminate the assignment of LMBD Prioux in writing at any time. In this case, all fees and costs of LMBD Prioux, whether already invoiced or not, will become immediately payable.

3. LMBD Prioux 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 LMBD Prioux 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 LMBD Prioux. LMBD Prioux 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 LMBD Prioux 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 LMBD Prioux are protected by intellectual property rights and may under no circumstance be used or reproduced without the express prior and written consent of LMBD Prioux. 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 LMBD Prioux or other counsel.

5. Except if there is an agreement between LMBD Prioux and the client to proceed otherwise, LMBD Prioux shall invoice its services at its usual hourly rates, plus the expenses directly related to the matter and modest lumpsum general office charges. Hourly rates may be adapted from time to time, without prior notice from LMBD Prioux. Applicable rates at any given time will be communicated upon simple request. Fees and certain charges of LMBD Prioux are subject to VAT, as per applicable law. Services rendered by LMBD Prioux are deemed to be rendered in the framework of the client’s professional activities, unless the client advises LMBD Prioux otherwise. Fee quotes and hourly rate quotes do not include VAT, unless otherwise stated. LMBD Prioux 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 LMBD Prioux are in Euros and shall be payable 30 days after the date of the invoice, without discount, at the registered office of LMBD bv cvba/sc scrl or Raphaël Prioux de Baudimont bv bvba/sc sprl, as applicable and indicated on the invoice, or into the bank account mentioned on the invoice. If an invoice is not paid within 30 days, (i) LMBD Prioux may suspend or terminate its services, with immediate effect and in compliance with the applicable rules of ethics of the Bars of Brussels and/or Bruges (as applicable) and (ii) interest on late payment will be due in accordance with the Belgian Statute of August 2, 2002, starting as from the date of the invoice, without prior notice being required. Objections concerning the invoice have to be directed in writing to LMBD Prioux 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 LMBD Prioux (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 LMBD Prioux or work for the account of LMBD Prioux, 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 LMBD Prioux 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 LMBD Prioux and the liability of all the attorneys and administrative staff who are either part of LMBD Prioux or work for the account of LMBD Prioux, will be limited to three times the aggregate amount of the fees invoiced and effectively received in the relevant case by LMBD Prioux during a period of twelve months preceding the fact which gives rise to LMBD Prioux’ liability. The applicable insured amount and the terms and conditions of the relevant insurance policies will be provided by LMBD Prioux at client’s first request and amounts, in principle, to EUR 10,000,000 (situation on February 1, 2014). Under penalty of forfeiture, any claim against LMBD Prioux and/or any attorney or member of staff that is part or has performed work for the account of LMBD Prioux has to be notified in writing to LMBD Prioux within one year after the date on which the services which are the basis of such claim have been rendered.

For the purposes of this paragraph, please note that LMBD bv cvba/sc scrl and Raphaël Prioux de Baudimont bv bvba/sc sprl are separate entities carrying each their own professional liability insurance. Under no circumstances whatsoever, other than possibly in matters handled jointly, LMBD bv cvba/sc scrl and Raphaël Prioux de Baudimont bv bvba/sc sprl can be held jointly liable and neither of them can be held liable for shortcomings of the other.

The professional liability of LMBD cvba/scrl is insured with AMLIN EUROPE NV through Vanbreda Risk & Benefits, policy number LXX034899 (collective insurance “civil professional liability”). Amlin Europe N.V., N.V. governed by the laws of The Netherlands, has its Belgian branch office at the following address : 1210 Brussels, Koning Albert II laan 9, enterprise no. 0.416.056.358. A supplemental professional liability insurance was entered into by LMBD cvba/scrl with AIG Europe Ltd., limited liability company governed by the laws of England and with company number 01486260, having its Belgian branch located at 1050 Brussels, Pleinlaan 11, entreprise no. 0847.622.919, policy number BF33000455. These policies contain a worldwide coverage, with some 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 lawyer, as well as (inter alia) the activities of arbitrator in legal matters, fee taxations, lawyer-mediator and a certain number of judicial functions.

In the event of urgent requests, LMBD Prioux may not be able to verify all relevant facts and/or carry out the normally required legal researches and/or duly consider the matter. When, upon the client’s request, LMBD Prioux nevertheless renders advice in any such urgent matter, this will be to the best of its ability given the limited timeframe. However, LMBD Prioux 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 LMBD Prioux, the attorneys and staff who are part of LMBD Prioux and/or the attorneys and staff who work for the account of LMBD Prioux, harmless against any claim made by a third party and which is based on the services rendered by LMBD Prioux for the account of the client, unless in the event of gross negligence by LMBD Prioux.

9. With a view to optimizing the quality and/or cost of services and/or in cross-border matters, LMBD Prioux may elect to entrust certain specific assignments to other attorneys or experts who are not part of LMBD Prioux, without approval and without notice to the client.

10. Due to European Union Know-Your-Client rules, among others, LMBD Prioux 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 LMBD Prioux. Personal data are processed for the purpose of client management. According to the Belgian Statute of December 8, 1992, the client has the right to access and to rectify his/her data. The controllers of the database are the partners of LMBD Prioux (tel +32 2 663 28 00).

In addition, LMBD Prioux 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 LMBD Prioux 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 LMBD Prioux.

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 LMBD Prioux, at least three working days before the execution of the settlement or the filing of the application.

12. The agreement between LMBD Prioux and the client is governed by Belgian law. In case of a dispute, the courts of Brussels, Belgium, have exclusive jurisdiction, without prejudice to the right of LMBD Prioux 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.