1.    Definitions

In these General Terms and Conditions, the following terms are given the following meaning unless expressly stated otherwise:

"AGIO": AGIO consists of the following  associations:
(i) the private limited liability company (in Dutch BV) AGIO, with registered office at 2180 ANTWERP, Bist 47, with company number 0544.553.941 and
(ii) the cooperative company (in Dutch CV) LIGE ADVOCATEN, with registered office at 2000 ANTWERP, Cockerillkaai 18 and company number 0834.199.604, and the attorneys at law associated with them.

"Customer": the natural or legal person requesting legal advice from AGIO.

2.    Scope

These General Terms and Conditions shall apply to all services provided by AGIO to the Customer. Agreements that derogate from one or more of the provisions laid down in these General Terms and Conditions shall only replace the provision(s) from which they derogate without prejudice to the other provisions of these General Terms and Conditions.

3.    Contractual relationship

The attorneys at law associated with AGIO shall provide their services in the name and on behalf of AGIO. AGIO shall be the Customer's sole contractual partner for all services provided by AGIO’ attorneys at law. The list of attorneys at law associated with AGIO and their status may be consulted on the AGIO’ website at any time.

4.    Scope of services

At the start of the cooperation, AGIO and the Customer shall agree on the exact scope of the services and shall, if necessary, modify and/or extend the scope during the further course of the cooperation. The Customer hereby agrees that the exact scope of the services may be defined and any modification and/or extension thereof may be made without any formalities and may, inter alia, be evidenced by any correspondence, e-mails and, where applicable, the tacit acceptance of services or by the payment of any invoices. The obligation of AGIO is in any case an obligation of performance.

5.    Internal allocation of tasks

Unless the Customer expressly objects, AGIO may internally allocate or reallocate any file entrusted to AGIO by the Customer or certain parts or aspects thereof to any attorney at law associated with AGIO. Such files or parts/aspects thereof shall be allocated according to the preferred areas of practice of the respective attorneys at law working for AGIO, in consultation and in accordance with the requirements of the Customer.

6.    Employment of third parties

Apart from the usual tasks performed in the law firm, the Customer agrees that AGIO may employ third parties, such as translators, bailiffs, experts, notaries, accountants, auditors, etc., for the performance of the assignment.

Should the performance of the assignment necessitate the use of third parties, the Customer shall leave the choice thereof to the attorney at law concerned. The same applies to the performance of any simple tasks, such as the filing of procedural documents, appearing at a (preliminary) hearing and the like by a local attorney at law.

AGIO shall employ the aforementioned third parties in the name and on behalf of the Customer, who shall be deemed to have contracted these third parties directly. Unless otherwise agreed, the Customer shall bear all fees, remunerations and expenses of such third parties and, if applicable, shall pay them directly to such third parties. Where these costs are advanced by AGIO, they shall be charged to the Customer. AGIO may not be held personally liable for the interference of such third parties.

7.    Information

AGIO shall inform the Customer of the performance of its assignment and the progress with respect to the processing of the file.

If necessary and at AGIO’ request, the Customer shall provide all information useful for the performance of the agreed services throughout the duration of the assignment. AGIO shall not be liable for any damages resulting from any incorrect or incomplete information provided by the Customer.

The Customer shall, in principle, only provide AGIO with copies of documents relevant to the case. AGIO may at no time be held responsible for safekeeping of such copies after the case has been closed. The file created during the course of the assignment shall be retained by AGIO for at least 5 years after the case has been closed, after which the file shall be destroyed. If the Customer has provided original documents to AGIO, the Customer shall request them to be returned at the latest upon closure of the case, in case such documents may not be destroyed after they have been archived.

8.    Costs and fees

Unless otherwise agreed in writing, AGIO' services shall be charged based on an hourly rate per time unit worked. The rate may be adjusted by AGIO annually and may also be adjusted in the interim as a result of certain factors, such as (among others) the importance, the difficulty, the urgency and the result of the case.

 In addition to payment for services based on a rate per time unit worked, AGIO and the Customer may   
 jointly agree on other formulas to calculate fees and expenses. These formulas may include, 
 but are not limited to:

-    Attribution of a fixed amount per case or per instance;
-    Attribution of the compensation claim and/or the litigation costs per case only, regardless of the outcome of the case;
-    Attribution of a fixed sum per year invoiced pro rata and periodically, in principle per month;
-    Success fee.

AGIO' office expenses consist of any material costs arising from the handling of a case. Such as costs for opening any file, any correspondence, registered mails, faxes, telephone calls, photocopies, court registry fees, travel expenses, etc. These costs are not exhaustive and are sometimes case-specific.

 
The legal fees and expenses which the attorney at law has to pay to any third party, such as bailiffs, court clerks, translators and public authorities, shall, as a rule, be directly paid by the Customer to such third party.

Any costs and fees of AGIO are subject to a VAT rate of (currently) 21%.

9.    Terms and conditions of payment and advance payments

AGIO shall reserve the right to request an advance payment from the Customer before starting and during the course of the assignment by means of an advance invoice and to commence or continue its work only after this advance invoice has been paid. Any advance payments previously charged shall be settled in the final invoice.

Any fees and expenses shall, in principle, be invoiced to the Customer on a monthly basis. These invoices shall be payable within 15 days following the date of the invoice. Failure to pay all or part of an invoice by the due date shall also render all other invoices (even those not yet due) legally and immediately payable. Furthermore, AGIO shall in such case be entitled to either suspend the performance of its activities in all matters involving the Customer until all invoices have been paid in full, or to terminate its overall cooperation with the Customer with immediate effect. AGIO shall not be liable for any damages resulting from the suspension or termination of its work.

Any complaints and/or protests against our invoices must, in order to be admissible, be made by registered letter within 8 days of receipt of the invoice. In the event an invoice is not paid by the due date, a late payment interest of 9% per year shall automatically be payable and without notice of default, as well as a compensation of 10% of the outstanding balance, with a minimum of EUR 125, without prejudice to our right to claim compensation for the damages actually suffered and any costs incurred. The entry of such invoice in our accounts shall serve as proof of its dispatch and of receipt by the addressee.

If several Customers jointly request AGIO' services for the same assignment or case, they shall jointly and severally be liable to pay the statement of fees (fees, expenses and success fee).

10.    Liability

In case of a failure attributable to AGIO in the performance of its services, including any professional misconduct by AGIO' attorneys at law carrying out their services in the name and on behalf of AGIO, only AGIO, but not its partners, attorneys at law or agents, shall be held liable by Customer.

AGIO, its partner - attorneys at law and associate - attorneys at law have concluded an insurance for their professional liability. The coverage provided by this insurance contract shall apply to the consequences of acts and actions performed worldwide, for activities carried out by the insured from their office(s) in Belgium and shall be subject to the clarifications made by the insurance agreement. However, they shall not be insured against claims made in the United States of America or Canada, or under the laws or jurisdiction of the United States of America or Canada.

 
With respect to the specific conditions of the insurance coverage, AGIO shall refer to the text of the aforementioned insurance contracts, the provisions of which shall at all times prevail over the summary of the insurance conditions provided in these General Terms and Conditions. Upon request, a copy of these insurance contracts shall be made available to  the Customer free of charge.

AGIO cannot be held liable for any shortcomings of any third party employed by AGIO, even if these third parties were to charge their remunerations/fees and expenses to AGIO and/or if these third parties were to be considered sub-contractors of AGIO. AGIO shall not be held liable for the choice of third parties employed by AGIO or by the Customer upon suggestion of AGIO.

The Customer shall consider the standard insurance of the attorney at law sufficient and shall accept that the compensation of any damages he/she suffers as a result of professional misconduct of an attorney at law is limited to the amount for which the attorney at law is insured. This limitation shall not apply in case of an intentional or serious error of the attorney at law. If the professional liability insurer does not cover the damages, without any fault on the part of the attorney at law, the compensation for damages based on a professional error by the attorney at law will be limited to the principal sum, costs and interest for the amount of the fees paid by Customer in the case concerned.

AGIO shall not, under any circumstances, be held liable for any indirect damages, consequential damages, loss of use or loss of profits suffered by the Customer or any third parties.

11.    Third party funds

AGIO shall transfer all sums it receives on behalf of the Customer to the Customer. If AGIO is unable to transfer a sum, it shall inform the Customer thereof. However, AGIO may deduct the necessary amounts from the sums it receives on behalf of the Customer to cover any outstanding invoices. This provision shall not affect the Customer' right to dispute AGIO' statements of fees.

12.    Intellectual property rights

The Customer shall not distribute, disclose or use the advice, memoranda, notes, (draft) agreements, procedural documents and all other intellectual work prepared and provided by AGIO, other than in the context of the assignment given to AGIO, in any manner whatsoever and without the prior written consent of AGIO.

13.    Identification requirement

AGIO must apply to the anti-money laundering and anti-terrorist financing legislation, which aims to prevent the use of the financial system for money laundering and funding of terrorism (such as the Act of 11 January 1993, as amended from time to time, as most recently amended by the Law of 18 September 2017 on the Prevention of Money Laundering and Funding of Terrorism and Restriction of Use of Contacts (Supplement to Official Gazette 6 October 2017)). This legislation includes an identification requirement as well as an obligation to report unusual transactions. Pursuant to the aforementioned legislation, AGIO is legally obliged, among others, to identify its customers and to keep proof of such identification. Upon first request, the Customer shall provide all requested identification details by means of official documents, including, where applicable, the details of its proxies.

 
14.    Processing of personal data

AGIO deems the privacy and protection of Customer' personal data to be of paramount importance. The lawfulness of the processing of the Customer' personal data, of its security and of its confidentiality are of the utmost importance to AGIO. AGIO' policy on the processing of personal data is set out in its Privacy Policy, which is available on AGIO’ website (www.agio.legal).

15.    Termination and consequences of termination of agreement

Both Customer and AGIO may terminate the contract at any time by notifying each other thereof in writing. However, termination of the assignment shall not affect any financial arrangement made between Parties. If a success fee was agreed, it shall remain payable.

16.    Partial nullity

Should one or more provisions of the General Terms and Conditions be null and void, unenforceable or invalid, this nullity and voidness, unenforceability or invalidity shall not affect the enforceability and validity of the remaining provisions and the remaining part of these General Terms and Conditions. Provisions that would be affected or invalidated by the invalidity shall continue to be binding for the part thereof that is legally permissible. Parties undertake to replace the provisions which would be null and void or invalid with valid provisions, which approximate the intentions of Parties as closely as possible.

17.    Amendments to the General Terms and Conditions

These General Terms and Conditions may be amended from time to time. The applicable General Terms and Conditions may be consulted on AGIO' website at any time.

18.    Applicable law – competent court

Contracts between AGIO and the Customer shall be exclusively governed by Belgian law. Parties shall preferably settle their disputes amicably. Only the courts of the judicial district of Antwerp, division Antwerp shall be competent to hear any dispute between Parties.