general terms and conditions
1. Company details
Enterlegal BV BVBA (Enterlegal) is a civil company that takes the form of a limited-liability company (burgerlijke vennootschap onder de vorm van een BVBA/société civile sous la forme d’une SPRL), incorporated under Belgian law for the purpose of providing legal services.
These general terms and conditions are for the benefit of Enterlegal, as well as its lawyers, directors, owners, partners, and any other persons working for or in association with Enterlegal, any persons engaged by Enterlegal, and any other persons for whom Enterlegal may be held responsible. These terms and conditions apply to all files handled by Enterlegal, without any further separate communication to this end being required for matters subsequently entrusted to us. These general terms and conditions can be relied on not only by Enterlegal but also by any person engaged by Enterlegal in the performance of a Client assignment.
The Client undertakes to co-operate with Enterlegal for the performance of the services described above, including but not limited to supplying Enterlegal with timely access to data, information and personnel needed for this assignment.
The Client also undertakes to notify Enterlegal immediately of any decisions, approvals or third party notifications (e.g. of the tax authorities or the courts) relating to the assignment. Enterlegal is entitled to rely on all decisions taken and approvals given by the Client, upon which the Client acknowledges and agrees that Enterlegal’s services are dependent.
4. Information and confidentiality
Enterlegal shall inform the Client about the execution, progress and developments of the assignment. The Client is responsible for the accuracy and completeness of all data and information which are supplied to Enterlegal for the performance of this assignment.
Enterlegal shall not be held responsible or liable for whatever losses, damages, costs or other consequences caused in the performance of the services due to relevant information not being supplied, being presented incorrectly or being concealed.
Enterlegal is subject to professional confidentiality rules and will therefore take all measures required to keep information received from you confidential in accordance with these rules.
5. Fees and payment
Any fee estimate provided by Enterlegal is an approximation only. If any of the assumptions on which an estimate is based proves to be incorrect or if the instructions or scope of the assignment change, Enterlegal’s estimate may no longer be accurate. No estimate should therefore be considered definitive.
Enterlegal’s statements of fees are due and payable within thirty (30) days from the date of the statement. All past due balances shall, without further notice, be increased by (i) interest for late payment at the statutory rate determined by the Act of 2 August 2002 and (ii) a supplement of 10% of the balance due to cover extrajudicial (i.e. collection) costs. This supplement shall be at least EUR 250 and is without prejudice to Enterlegal’s right to claim additional damages for any actual harm suffered or costs incurred.
In the event of non-payment, Enterlegal may also suspend performance of the assignment, after informing the client thereof. In that case, Enterlegal shall not be liable for any damage or loss resulting from the suspension of services.
6. Conflict of interest and independence
If Enterlegal becomes aware of a conflict of interest or a threat to its independence that prevents Enterlegal from continuing to work for the Client, Enterlegal shall inform the Client and terminate the assignment.
7. Anti-money laundering
Enterlegal is obliged to comply with the provisions of the anti-money laundering legislation which aims to prevent the use of the financial system for money laundering and the financing of terrorism. To this end, Client must promptly submit any and all information requested by Enterlegal in order for the latter to comply with its obligations imposed by such legislation.
8. Services by third parties
In acting upon instructions, Enterlegal may call upon (and is responsible for) its lawyers and employees and, where appropriate, may engage third parties to provide services. Enterlegal is not liable for any damage caused by third parties, unless expressly provided otherwise.
The Client also accepts that Enterlegal, on its own responsibility, may call upon the services of other lawyers for the execution of certain aspects of the assignment. Furthermore, in connection with the assignment, Enterlegal shall only call upon the services of other third parties, such as e.g. notaries, experts, accountants, company auditors or tax advisors, with the Client’s prior approval. Third parties engaged in connection with the performance of a Client assignment may wish to limit their liability in relation thereto. Enterlegal expressly stipulates that all Client assignments also confer on it the express or implied authority to accept such limitations of liability in the name and on behalf of its Clients.
9. Third party funds
Enterlegal shall transfer all amounts it receives on behalf of the Client to the Client within the shortest possible time. If Enterlegal cannot transfer an amount immediately, Enterlegal will notify the Client of the receipt of the amount and of the reason why the amount is not being transferred.
Enterlegal may hold back amounts on the sums it receives on Client’s behalf to cover the outstanding advances or statements of costs and fees and to demand payment of the amounts which have been withheld. Enterlegal shall immediately transfer all amounts it receives from the Client for the account of third parties to such third parties.
Enterlegal’s total liability shall in any case and regardless of the cause of the damage be limited to the amount which, in the relevant case, is paid pursuant to the relevant professional liability insurance policy, plus the amount of the deductible which must be borne by Enterlegal pursuant to the applicable insurance policy in the matter concerned.
If, for whatever reason, no payment takes place under the insurance mentioned in the preceding paragraph, the total liability of Enterlegal will be limited to the amount of fees paid by the Client to Enterlegal in the relevant case during the relevant year, with a global cap of 5,000.00 EUR. In any event, any right to compensation shall expire if the claim is not brought before the competent court within one (1) year after the facts on which it is based become known to the client or should reasonably have become known to the Client.
Nothing in this clause shall be interpreted or construed as limiting or excluding the liability of either party for willful misconduct, fraud or fraudulent misrepresentation.
11. Force Majeure
Enterlegal shall not be considered in breach of any terms or conditions contained herein, in the event of any failure or delay for reasons not within Enterlegal’s reasonable control, including, without limitation, acts of nature, power failure, labor stoppage, unrest or disputes, failure resulting from upgrading or servicing of equipment or systems, acts or omissions of Client or any third party.
12. Entire Agreement
This Engagement Letter constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and neither party has entered into this Agreement in reliance upon, and it shall have no remedy in respect of, any representation or statement (whether made by the other party or any other person) which is not expressly set out in this Engagement Letter.
Enterlegal may at any time incorporate Specific Terms and Conditions into its Engagement Letter with the Client, in particular as regards conflicts of interest and fee arrangements. If expressly agreed with the Client in writing, such Specific Terms and Conditions may derogate from these General Terms and Conditions of Service.
If any provision of this Engagement Letter is determined to be invalid or unenforceable, in whole or in part, the remaining provisions will continue in full force and effect as if this Engagement Letter had been executed without the invalid provision.
Any clause expressly or impliedly intended to survive the termination or expiry of this Engagement Letter shall do so. Clauses expressly intended to survive termination or expiry of this Engagement Letter include: confidentiality, data protection, fees and payment, liability, Force Majeure, Severability, Applicable law and jurisdiction.
15. Applicable law and jurisdiction
Belgian law will govern this agreement and the relationship between the Client and Enterlegal. Any dispute shall be subject to the exclusive jurisdiction of the courts of Brussels. Parties shall attempt to settle any disputes prior to any proceedings, according to the relevant Bar rules.