General terms & conditions
Schoten, 1 september 2021
- General information
NijsDraye BV/SRL is a private limited liability company under Belgian law, hereafter referred to as "NijsDraye". The objective of NijsDraye is to act as a law practice. NijsDraye is based in Schoten and is registered with the Crossroads Bank for Enterprises under number 0713.962.065.
- These general terms and conditions apply to all activities performed by NijsDraye to or for the benefit of its clients. NijsDraye has the possibility to include specific terms and conditions in its engagement letter with the client. These then prevail over the general conditions, but only to the extent that they deviate from them.
- These general terms and conditions have force of law in the relation between NijsDraye and the client and are deemed to have been accepted by the client unless the client objects to them within a reasonable term after the notification of these conditions. Acceptance of the present general terms and conditions is explicitly inferred from – amongst others – the signing of an engagement letter or the payment by the client to NijsDraye of invoices or retainer fees.
- All client assignments are deemed to have been entrusted to and to have been executed by NijsDraye, even if it is the explicit or tacit intention that an assignment will be performed by a specific person.
- NijsDraye has concluded (professional) liability insurance policies.
- If goods or persons are damaged through or in the context of the execution of an assignment and NijsDraye is liable for these damages this liability will always be limited to the amounts that are paid out under the (professional) limited liability insurances concluded by NijsDraye.
- If, for whatever reason, no payment is made under a (professional) liability insurance (for example in case of bankruptcy of the insurer or exclusion of insurance cover), the total liability of NijsDraye shall be limited to maximum half of the amount of the fees that have been charged by NijsDraye to the client for the relevant assignment in the six months prior to the default notice.
- Any right to indemnity lapses if the client fails to file a written default notice to NijsDraye within a sixty days period from the date on which the facts on which the liability claim is based were known to the client or may reasonably be expected to have been known to the client.
- In any case, any claim for damages that has not been brought before the competent authority within six months and sixty days from the time the facts on which the liability claim is based were known to the client or may reasonably be expected to have been known to the client.
- The aforementioned expressed limitations of liability can not only be invoked by NijsDraye but also by its shareholders, directors (including their respective private limited liability companies), attorneys at law, partners, collaborators and trainees, or any (legal) person working for NijsDraye.
- Engagement of third parties
- If the execution of the assignment requires the involvement of third parties, the client lets NijsDraye decide which third party to engage unless explicitly agreed otherwise. The client mandates NijsDraye to instruct such third party service providers on behalf of and for the account of the client in the context of the execution of the assignment, in which case, and subject to explicit agreements to the contrary the invoice of such a third party service providers will be issued directly in the name of the client and must also be paid by the client directly in the hands of such third party service provider.
- A third party that is engaged by NijsDraye in connection with the execution of an assignment for the client, may wish to limit its liability in this respect. NijsDraye hereby expressly stipulates that all assignments received from a client include the authority to explicitly or tacitly accept on behalf of the client such limitations of liability.
- NijsDraye can never be held responsible for the actions, errors or inaccuracies of third parties, regardless of whether the consulted third parties charge costs or fees to NijsDraye or to the client.
- Correct and complete information
The client commits to provide all information and, where necessary, to substantiate this information with documents. The client guarantees the correctness, completeness and reliability of the information provided by him or on his behalf.
- Retainer fees and invoices are payable within fourteen days from the invoice date. Any dispute must be notified by the client to NijsDraye, in writing, within fourteen days after the invoice date.
- In case of late payment, all past due invoices or retainer fees will automatically be subject to a monthly interest of 0.8% by law and without the necessity for a default notice. If notice of default is given by recorded delivery post, the principal of the amount due and payable shall be increased by a fixed supplement of ten percent of the amount owed (limited to EUR 5,000.00) to cover the costs caused by the late payment.
- If the client fails to pay within the payment term, NijsDraye may decide, at its sole discretion, to suspend in whole or in part the execution of the assignment or to terminate the assignment, without incurring any liability for any loss or damage that may result therefrom.
- Third-party account
Funds received by NijsDraye from its clients and that must be reserved for its client will be placed on a third-party account with a credit institution chosen by NijsDraye. NijsDraye accepts no liability towards the client or any other person for bankruptcy or any legal act or omission of a credit institution where NijsDraye holds funds or through which money is transferred. Consequently, NijsDraye cannot be held liable to reimburse or transfer any amounts that the relevant credit institution cannot refund or transfer.
- Intellectual property
Any advice given by NijsDraye is only intended for use by the client and is solely provided in the context of the assignment for which it is given. Advice given by NijsDraye may not be used by or relied upon by third parties. The client accepts that he may not disclose advice from NijsDraye to third parties without prior written consent from NijsDraye (unless, if necessary, to other professional counsellors of the client, but without any obligation nor liability of NijsDraye towards them).
The cooperation between the client and NijsDraye can be terminated at any time and without compensation. This does not detract from the fact that all services already performed by NijsDraye as well all costs incurred by NijsDraye must be fully reimbursed.
NijsDraye reserves the right to amend these general terms and conditions at any time and without prior notice. Where appropriate, NijsDraye will notify the client of the new general terms and conditions.
- Applicable law and authorised court
- The legal relationships between NijsDraye and its clients (both Belgian and non-Belgian) are exclusively governed by Belgian law and, where applicable, by and with respect for the deontology of the Order of Lawyers of the Bar of the Province of Antwerp.
- Any disputes relating to the relations between NijsDraye and the client or relating to these general terms and conditions will exclusively be settled before the courts of the judicial district of Antwerp, and, where applicable, the competent authorities of the Order of Lawyers of the Bar of the Province of Antwerp.
- Anti-money laundering and DAC6
- NijsDraye is subject to anti-money laundering regulations. NijsDraye can therefore ask the client to provide all relevant information in the context of money laundering prevention (e.g. acts of incorporation, copy of ID card or passport, executives, etc.). The client will provide such requested information immediately upon request. At the request of the competent authorities, NijsDraye may be obliged to report suspicious activities and report on this without informing the client.
- Should NijsDraye believe its services for a client may be an infringement of the anti-money laundering regulations, NijsDraye has the right to immediately and unilaterally stop its work for the client and terminate the client relationship. NijsDraye is, where appropriate, not liable for any damage resulting from the termination of its client relationship based on suspected violations of anti-money laundering regulations or the fulfilment of any other obligation under anti-money laundering regulations.
- Cross-border services may fall within the scope of the DAC6 regulations (mandatory disclosure regulation / automatic exchange of tax information with respect to cross-border arrangements). Under these DAC 6 regulations, any person who intervenes in the advising or implementation of cross-border arrangements may be required to report on these arrangements.
- The scope of this reporting obligation is very large. The DAC6 regulations use, among other things, hallmarks that may indicate aggressive tax planning and that may trigger reporting.
- The duty to report also rests on lawyers, unless there is a legally protected professional secrecy. In that case the duty to report shifts to the client (taxpayer), who will then have to report the qualifying cross-border construction.
- The client takes note of this possible legal obligation of NijsDraye to report and declares itself in agreement. If it appears that NijsDraye may not make the report within the framework of professional secrecy, the client himself shall take the necessary steps to this end.
- NijsDraye cannot be held liable for the reporting or non-reporting, nor for the correctness of such reporting.
- Information and processing of personal data
- NijsDraye processes the personal data of clients in accordance with the European and Belgian regulations regarding the General Data Processing Regulation that applies to all data processors. NijsDraye processes personal data in order to be able to execute its assignments, to inform clients of developments and activities that NijsDraye deems relevant for its clients, as well as to comply with the legal obligations regarding the identification of clients.
- During the execution of an assignment, it is possible that NijsDraye shares personal data with third parties such as a counterparty or co-party, another professional service provider or government bodies such as courts and tribunals.
- Client confirmation of an assignment (e.g. by signing an engagement letter) implies the explicit agreement with this processing.
- According to the applicable regulations with respect to the processing of personal data, clients have the right to withdraw their consent to that processing at any time. If necessary, NijsDraye will discuss with the client whether and how the further execution of the assignment is still possible.
- Clients also have the right to access, rectify and erase their personal data, restrict the processing of their personal data and transfer their personal data to another controller.
- Clients that have questions or complaints, can contact us via firstname.lastname@example.org. If clients are of the opinion that NijsDraye has not given a proper response to a complaint, they can file this with the Belgian Data Protection Authority (more information on https://www.databeschermingsautoriteit.be).