General terms and conditions Cygnus Advocaten (version February 2025)
1. Assignment
1.1 These general terms and conditions (the ‘Terms’) shall apply to any assignment granted, and to any other (contractual or extra-contractual) legal relationship with, Cygnus Advocaten BV (RPR Ghent, Bruges division - VAT BE 0446.760.521) (the ‘Firm’), its shareholders (the ‘partners’ and each individual ‘partner’) and the lawyers and other assistants whom the Firm collaborates with or calls upon (the ‘employees’ and each individual ‘employee’), except where (and where applicable to the extent that) this would be contrary to imperative legal or deontological provisions. The application of general or other terms and conditions of the Client or co-contractor (the ‘Client’) shall not be acceptable.
1.2 The Firm shall only make best endeavours commitments and not results commitments to its clients. Any assignment accepted by the Firm shall be executed with due professionalism. In doing so, the Firm shall always rely on the fact that any information provided by the Client shall be accurate and complete.
1.3 Even if an assignment is granted - specifically or tacitly - to, or with a view to execution by, a particular partner or employee, the assignment shall be executed by the Firm (providing the Firm effectively accepts the assignment). Partners, employees and companies or persons affiliated with a partner or employee (partners, employees and companies or persons affiliated with a partner or employee hereafter referred to as ‘affiliates’ and each individual as ‘affiliate’) shall not enter into any obligation with, and shall have no obligations vis-a-vis, the Client. The Client shall waive any potential rights, claims and demands against affiliates.
1.4 If a written agreement has been drawn up between the Firm and the Client, the assignment may be extended or an additional assignment granted at any time, without requiring a written amendment to the agreement. Services provided without prompt objection by the Client shall be deemed to have been provided in pursuance of an assignment awarded by the Client.
2. Fees, costs and expenses
2.1 The Firm shall charge appropriate fees and expenses for its services.
2.2 Unless agreed otherwise in writing, services shall be invoiced on the basis of time spent and charged at the partner’s or employee’s hourly rate effective at the time of their performance. The Firm may revise the hourly rates of its partners and employees at any time based on their seniority, experience and expertise, trends in general price levels or rates of other law or consulting firms and/or for other valid reasons. New hourly rates shall also apply to current assignments.
The Client shall be entitled to obtain a statement of applicable hourly rates at any time. In addition to the fee payable according to the time spent on an assignment, the Firm may charge an additional fee or a success fee taking into account, for example, the importance or urgency of the case, special knowledge contributed by the lawyers who performed the services or the result achieved.
2.3 In addition to the fee, the Firm shall add a fixed percentage to the fee to reimburse general administrative and office expenses. The Firm shall be entitled to revise this fixed percentage at any time in line with increased infrastructure and/or personnel costs, legal obligations, general price level developments and/or for other valid reasons.
For example, the following charges shall not be included in the general administrative and office expenses and shall consequently be charged separately in addition to the fixed costs: (i) costs incurred for travel outside Bruges (by car or public transport); (ii) sums owed to third parties (such as bailiffs, courts and tribunals, accountants, translators, couriers, for database consultations, etc.) and other expenses associated with an assignment. The Firm shall be entitled to impose a surcharge or increase on amounts due to third parties and on other expenses.
2.4 Unless stated otherwise in writing, our hourly and cost rates shall be exclusive of value-added tax (VAT). Any fees, expenses and other amounts charged by the Firm shall be subject to the VAT due by law, which shall be borne in full by the Client.
2.5 The Client shall be provided with periodic (in principle monthly) invoices for fees and expenses. The Firm may also charge advances prior to commencing an assignment or during its execution.
2.6 The Firm shall be prepared to receive payments from third parties (other than the Client), on the understanding that the Client remains liable to the Firm for the payment of fees and expenses at all times.
The Client warrants that there are justifiable grounds, on his part or on the part of the legal entity to whom the invoice is addressed at the Client’s request, to take charge of and settle the Firm's invoices. If necessary, services and costs invoiced by the Firm shall be automatically re-invoiced to the actual beneficiary by the addressee of the invoice, for which the Client shall be liable if the addressee is not the Client, or recorded as a current account receivable to the beneficiary. The Client and any other addressee of an invoice, which the Client vouches for, shall comply with any applicable tax and accounting obligations in this regard.
2.7 The Client or other addressee of the invoice shall be required to check invoices from the Firm immediately upon receipt. Without prejudice to previous acceptance (tacit or otherwise), the addressee of the invoice (which the Client shall vouch for if the addressee is not the Client himself) shall be deemed to have accepted an invoice from the Firm in the absence of reasoned written protest within eight calendar days of receipt of the invoice. Unless proof is provided to the contrary, each invoice shall be deemed to have been received by the addressee on the first business day after the invoice date.
3. Payment arrangements
3.1 Invoices from the Firm shall be payable within fourteen days of the invoice date. From the due date, the Client shall automatically and without prior notice of default be liable to pay interest on arrears at the rate referred to in the Law dated 2 August 2002 on combating late payment in commercial transactions, as well as fixed damages of 10% on the overdue amount, with a minimum of EUR 125 per invoice.
3.2 In the event of late payment, the Firm shall be entitled by law and without prior notice of default to immediately cease any activities on behalf of the Client, even if the non-payment relates to another assignment or contractual relationship. If an invoice is not paid in full on the due date, any invoices not yet due shall become immediately payable by law and without prior notice of default.
4. Third-party funds
4.1 The Firm has a separate bank account for financial transactions involving funds intended for clients or third parties. The Firm shall be entitled to withhold from any amounts received on behalf of the Client any sums for settlement of invoices to the Client or to persons affiliated to or companies associated with the Client (in accordance with Articles 1:20 and 1:21 BCCA), where applicable after notifying the Client.
4.2 The Firm shall not be liable if the financial institution where the third-party account is held by the Firm fails to fulfil its obligations (such as, but not limited to, in the event of bankruptcy or judicial reorganisation or other insolvency situations) or commits (legal) actions that inflict damage upon the Client.
5. Reliance on third parties
The Firm shall be entitled to use the services of third parties for the performance of an assignment and shall exercise due diligence when selecting such third parties. The Firm shall not be liable for any actions or omissions committed by third parties.
6. Liability and claims
6.1 Except in the event of wilful damage, any - contractual and/or extra-contractual - liability of the Firm shall be limited to an amount equal to five times the total fee paid by the Client for the assignment in question and in any case to an amount of EUR 350,000.00. However, if the liability is insured and the policy provides higher cover, the maximum liability shall be capped at the amounts effectively guaranteed by the insurer (without this entailing any obligation to take out liability insurance).
6.2 The Client shall only be able to claim compensation for damage due to wilful misconduct or gross negligence or, except in the case of force majeure, due to failure by the Firm to perform essential obligations. Moreover, indirect or consequential damage, including damage suffered by third parties or loss of profits, shall not be eligible for compensation.
6.3 If some of the damage has been caused by third parties, the Firm shall at most be liable for the damage caused directly by an error or negligence of the Firm, without being held jointly and severally or in solidum with these third parties.
6.4 The Firm shall not be liable for delays or shortcomings in the execution of an assignment due to force majeure or any (other) event beyond its control.
6.5 A claim against the Firm must, under penalty of forfeiture, be submitted to the court without delay. In any event, any claim against the Firm shall lapse if the claim has not been submitted to court within two years of the circumstance giving rise or likely to give rise to the claim was identified or could reasonably have been identified.
6.6 Notwithstanding any shorter time limits imposed by law or these terms and conditions, any claims against the Firm shall lapse three years after the end of the assignment in question.
6.7 Recovery of damages caused by an error or omission that (also) constitutes a breach of a contractual obligation shall (i) be governed exclusively by the rules of contract law, excluding the possibility of claiming recovery of damages under non-contractual liability law, even if the event giving rise to the damages also constitutes a tort, and (ii) shall only be grounds for a liability claim against the Firm, excluding the possibility of bringing a liability claim against an associated person or any other auxiliary of the Firm, even if the event giving rise to the damages (also) constitutes a tort on the part of that associated person or auxiliary.
6.8 The Client shall indemnify the Firm and any of its associated and other auxiliary persons against third-party claims (including claims for the civil consequences of crimes) in connection with, or arising from, an assignment from the Client or services provided by the Firm, associated or other auxiliary persons to the Client.
6.9 The exclusions and limitations of liability stipulated in Articles 6.1 to 6.8 above shall apply within the limits permitted by law. Insofar as, and to the extent that, a provision excludes or limits liability where this cannot be lawfully stipulated, the scope and applicability of the relevant provision shall be converted and limited by law to situations in which the exclusion or limitation of liability is legally possible.
7. Termination of the agreement
The Client and the Firm - the latter taking into account relevant deontological obligations - shall be able to terminate the agreement at any time by notifying the other party in writing.
8. Preservation of documents
The Firm shall retain any documents submitted to it for five years after the termination of the assignment. Upon expiry of this period, the Firm shall be entitled to arrange for any physical and digital documentation, including originals, to be destroyed. The Firm shall return any original documents still in its possession (such as signed agreements, expeditions of judgments or rulings, bailiff's orders, etc.) at the Client’s first request.
9. Processing of personal data
9.1 The Firm collects and processes personal data. The Firm’s privacy statement contains more detailed information about how and why the Firm processes personal data. The most recent version of the privacy statement can be accessed on our website (www.cygnusadvocaten.be).
9.2 Clients shall only disclose data of other natural persons to the Firm or an affiliate if it is lawful to do so and the natural persons concerned are fully informed in advance and, if necessary, have consented. This applies, for example, to legal entities, or their representatives, who communicate data of natural persons associated with them to the Firm. The Client shall indemnify the Firm and its affiliates for any claims in this respect.
9.3 The Firm shall not be liable if third parties to which it transmits data share personal data of clients with local authorities in accordance with obligations imposed abroad.
10. Money laundering prevention
10.1 Depending on the nature of the services provided by the Firm, the latter’s lawyers shall be subject to any relevant regulations concerning the prevention of money laundering and terrorist financing, which also entails deontological obligations. Among other things, lawyers shall be required to identify their clients, representatives and ultimate beneficiaries (“UBO”), and to request and retain a number of documents attesting to this identity, for a period of ten years. To this end the Firm may perform investigations using external electronic databases. The Client acknowledges that any associated costs shall be at his expense. Lawyers shall also have a duty of vigilance that may result in additional information being required for the duration of the Client relationship.
10.2 The foregoing requires the Client’s cooperation. The Client agrees to notify the Firm of any change that may affect his or her status and to provide the information requested by the Firm at first request. If the Client refuses to provide the information upon request, the Firm shall not be able to enter into the business relationship. In the event of any preliminary interventions, any further interventions shall have to be terminated.
10.3 If, in the course of performing the activities stipulated by the regulations, lawyers identify facts that they know or suspect to be related to money laundering or terrorist financing, they must report this immediately to their President of the Bar, except when their activities are aimed at determining the legal position of their Client or at defending or representing their Client in (connection with) a lawsuit. Neither the Firm nor its lawyers shall be liable pursuant to any reports submitted in good faith.
11. General
11.1 If a provision of these terms and conditions (or any part thereof) is void, illegal, unenforceable, considered unwritten or otherwise in conflict with any legal provision of mandatory law or public order (an ‘invalid clause’), this invalid clause shall only be void, invalid, unenforceable or considered unwritten to the extent that said provision is in conflict with mandatory law or public order, and this provision shall remain valid to the extent that the provision is not in conflict with mandatory law or public order. Moreover, this shall not affect the legality and enforceability of the other provisions of these terms and conditions.
11.2 An invalid provision shall be replaced by a valid and enforceable provision which legally and economically reflects the scope and intent of the invalid clause as closely as possible (‘substitution provision’). In such cases, the Firm and the Client, or the courts and tribunals dealing with disputes regarding an invalid clause, shall determine the substitution provision. Courts and tribunals shall specifically be granted power of substitution to this end.
11.3 Any (results from) activities by partners or employees shall remain the exclusive property of the Firm at all times and shall not be transferred to third parties by the Client. In any case, third parties shall not be able to rely on this or assert claims on the basis thereof.
11.4 The Client shall make these terms and conditions enforceable for, and shall ensure that they are accepted by, his directors or managers and shareholders, as well as by the (natural or legal) persons to whom the Firm addresses an invoice or who pay fees or expenses in relation to an assignment granted by the Client, to ensure that these persons shall also be bound by these terms and conditions.
11.5 The Dutch language version of these terms and conditions shall take precedence over translations.
11.6 Without prejudice to the stipulations in Article 1.3 above, these terms and conditions shall apply not only to and for the benefit of the Firm, but also to and for the benefit of any affiliated person. Any affiliated person can, therefore, invoke these terms and conditions directly against the Client or third parties. Insofar as - notwithstanding the provision of Article 1.3 of these terms and conditions - a claim could be brought against affiliated persons, the limitations of the Firm’s liability and on claims against the Firm shall also apply mutatis mutandis to potential liability of and claims against affiliated persons.
12. Applicable legislation and competent courts
Any legal relationships with the Firm shall be governed by Belgian law. Only the courts and tribunals of the jurisdiction where the Firm has its registered office shall have authority.