Preamble
De Langhe Advocaten is a law firm specializing in company law, tax law, financial law, commercial and economic law, procedural law and civil law. Although we mainly focus on companies, consumers and government institutions may also engage our services. Our team is composed of talented and highly-motivated attorneys with extensive specialization and expertise in their area of practice. Together we strive to provide our clients with practice-oriented legal assistance in the most effective way.
Article 1 – General Information
De Langhe Advocaten BV is a private limited liability company (‘besloten vennootschap’) with registered office at Olsensesteenweg 24, B-9770 Kruisem, and is registered in the register of legal entities of Ghent (department Oudenaarde) under company number BE0474.115.610 (hereinafter: “De Lange Advocaten”). The firm has correspondence addresses at Henri Lebbestraat 109, B-8790 Waregem, Kortrijksesteenweg 1072/0201, B‑9051 Sint-Denijs-Westrem, Koningsstraat 71, B-1000 Brussel en Jan Van Rijswijcklaan 162 Box 5b, B-2020 Antwerpen.
All attorneys working at De Langhe Advocaten are attorneys in Belgium and are members of the Bar Associations of West-Flanders, Ghent, Antwerp or the Dutch-speaking Bar Association of Brussels. The details of the attorneys concerned can be consulted via our website www.de-langhe.be or via the stationery of De Langhe Advocaten.
Article 2 – Applicability
2.1 These general terms and conditions apply to all services provided by De Langhe Advocaten to its clients. By calling on the services of De Langhe Advocaten, the client is deemed to accept the application of these general terms and conditions to all services provided. Consequently the engagement letter and these general terms and conditions form the entire contractual framework of the relationship between De Langhe Advocaten and the client, even if the client only has contact with one or more attorneys working at De Langhe Advocaten.
These general terms and conditions are, as a framework agreement, not only applicable to the initial assignment of the client to De Langhe Advocaten, but also to any subsequent assignments unless, for a particular assignment, other agreements are made expressly and in writing.
2.2 The parties agree that their contractual relationship shall be governed exclusively by the general terms and conditions of De Langhe Advocaten. Application of any general terms and conditions of the client is therefore explicitly excluded, unless expressly agreed otherwise in writing. Agreements that deviate from one or more clauses of these general terms and conditions replace only the clause or clauses from which they deviate. Any other clauses continue to apply in full.
Article 3 – Contract
3.1 The attorneys associated with De Langhe Advocaten perform, in principle, their services on behalf and for the account of De Langhe Advocaten. De Langhe Advocaten is therefore the sole contracting party of the client for every service provided by its partners, associates, trainees, employees and auxiliaries.
As part of the bar traineeship, an attorney associated with De Langhe Advocaten can handle a matter under his or her own direction. In such event, no contractual relationship with De Langhe Advocaten comes into existence, and only the attorney who contracted in his or her personal name becomes the contracting party of his or her client.
3.2 Only the client can claim any rights deriving from the services provided by De Langhe Advocaten. Unless expressly stipulated otherwise in writing, the client shall not disclose or disseminate the object and the product of the services, or use same for the benefit of third parties.
3.3 The contract between De Langhe Advocaten and the client takes effect at the time when De Langhe Advocaten starts to provide services to the client.
Article 4 – Object of the Provision of Services
4.1 The services provided by De Langhe Advocaten can relate (amongst other things) to advising, assistance in mediation, negotiations, litigation or acting as a representative or agent of the client.
The parties shall agree on the precise object of the services to be provided by De Langhe Advocaten at the start of the activities and, as necessary, adapt/expand them in the course of further execution. The client agrees that the definition of the precise object of the services and the possible adaptation/extension thereof can take place without any formalities by mutual agreement and can appear, e.g., from correspondence, the acceptance (even implicit) of services or the payment of invoices.
4.2 Unless it appears, without any possible doubt, from the nature of the assignment that it involves an obligation of result on the part of De Langhe Advocaten, or that this was agreed explicitly in writing, the obligations of De Langhe Advocaten are best-efforts obligations only.
Article 5 – Internal Allocation of Work
5.1 Unless the client explicitly objects to this, De Langhe Advocaten can, according to its own judgement, allocate or re-allocate matters or specific aspects thereof internally amongst its attorneys, paralegals, administrative employees or call upon the assistance of external correspondents (attorneys or experts).
Such internal allocation will as much as possible take place according to the (sub-)specialization of the attorneys, the optimal provision of services and/or the favorable defense of the client’s interests. De Langhe Advocaten works in a team context in order to increase the quality of its services and to control the cost price of the services it provides. In litigious matters, the dominus litis always maintains control over the case.
5.2 The client is informed of the details of the attorney handling his/her case.
Article 6 – Mutual Information Obligations
6.1 The client shall provide to De Langhe Advocaten, both at the start of the contract and during the term thereof, immediately and even without being asked, all of the information and documents that are or become relevant or necessary in order to make it possible for its services to be optimally performed.
If the client does not adequately lend, or not as agreed, the cooperation required for the proper execution of the assignment, De Langhe Advocaten can suspend or entirely discontinue its activities in accordance with Article 12.
De Langhe Advocaten is not liable for the negative consequences of such suspension or discontinuation.
Neither is De Langhe Advocaten liable for any harm that might derive from incorrect or incomplete information provided by the client. The client indemnifies and compensates De Langhe Advocaten for any harm deriving from incorrect or incomplete information of the client.
6.2 De Langhe Advocaten shall in turn inform the client with due care on the performance of its services and on how the case is being handled.
6.3 De Langhe Advocaten also reminds the client that legal proceedings give rise to risks and costs (in addition to its own attorney’s fees).
In particular and in litigious matters, De Langhe Advocaten reminds the client of the regulation with regard to court costs, as contained in Articles 1017 and 1022 of the Judicial Code. On the basis of these statutory provisions (i) (in civil legal cases) in principle the losing party must pay the costs, (ii) these costs include amongst other things a procedural indemnity, i.e. “a lump-sum allowance for the costs and fees of the attorney of the prevailing party”, and (iii) the amount of this procedural indemnity is determined according to fixed statutory (periodically adjusted) rate scales.
6.4 If De Langhe Advocaten defends the interests of several clients in a case, De Langhe Advocaten may proceed on the assumption that these clients represent one another mutually, such as but not limited thereto, with regard to the exchange of information, the giving of approval to draft texts and the giving of approval for certain actions. Merely as an example, this applies e.g. when the clients concerned are spouses, cohabitants, family members, business partners, parties to the same contract, members of the same company / corporate body, affiliated companies, or a company and is beneficial owner(s).
Article 7 – Call on Third Parties
7.1 If De Langhe Advocaten deems it necessary or useful for the execution of the services that certain services are assigned or subcontracted to a bailiff or translator, the client accepts the choice of such assignee or subcontractor by De Langhe Advocaten. The same applies for the performance of simple tasks (filing of a procedural document, appearing at a (an introductory) court session, etc.) by a local attorney.
7.2 If De Langhe Advocaten deems it necessary for the execution of the services that certain services are assigned or subcontracted to other third parties, such as (foreign) attorneys, civil law notaries, accountants, auditors or experts, they will be chosen in consultation with the client.
7.3 The fees, costs and expenses relating to the service of these third parties are borne entirely by the client and have to be paid directly by the client to these third parties. If they would be advanced by De Langhe Advocaten, they will then be charged to the client. Unless the client gives explicit written instruction to the contrary, the client accepts any terms and conditions, including possible liability restrictions, of these third parties and the client also mandates De Langhe Advocaten to accept same on its behalf.
7.4 Along with any assignment or subcontracting to third parties as mentioned above, De Langhe Advocaten has the right, on its own account, to call on external correspondents (attorneys or experts) for purposes of giving advice to De Langhe Advocaten. In so doing, De Langhe Advocaten preserves the confidentiality of the communicated data of the client’s case and also imposes such an obligation on the outside advisor if the latter is not itself obliged to do so by any code of professional conduct.
Article 8 – Compensation
8.1 In principle, De Langhe Advocaten will charge its services, office expenses, and any disbursed costs or expenses to the client monthly by means of an invoice.
8.2 Except for express and written agreement to the contrary, the fees are charged on the basis of the hours worked, according to the hourly rates that depend on the status of the attorney who performed the invoiced work. These hourly rates are agreed with the client upon entering into the contractual relationship. They apply per calendar year and can be adapted annually by De Langhe Advocaten, according to the seniority of its attorneys, their experience and expertise, evolutions of the general price level or rates in the market and/or any other valid reason. The new hourly rates will also apply to further services under already ongoing assignments. The client can always request the current rates in his/her case and can find the current status of each attorney associated with De Langhe Advocaten – which can evolve over time according to e.g. increased experience – on the website of De Langhe Advocaten (up-to-date information at the time of consulting the website).
De Langhe Advocaten charges an additional 5% on the fees in order to cover its office and administration costs. These include, amongst others, the administrative opening and administrative management of the case, the administrative processing of correspondence and other documents, printing, scanning and copying costs, telephone costs, postage costs of letters, etc. This does not include, and are therefore charged separately on top of the aforementioned flat rate, any court costs advanced by De Langhe Advocaten (such as court fees, costs of documents issued by the court’s registry, costs of bailiffs) or other external costs and expenses, which are charged at cost to the client, as well as the travel costs of its employees in the context of a specific case (e.g., to a court, meeting , expertise, etc.).
8.3 In consultation with the client, other rates or methods of calculation can be applied, for example, according to the (financial) importance of the matter, the result obtained or the urgency of the matter, etc.
8.4 De Langhe Advocaten may, at the start or during the execution of the assignment, always charge one or more retainers, which are credited in the following detailed statement of costs and fees. De Langhe Advocaten is entitled to only commence its services once the requested fees have been paid.
8.5 Any comments or challenge by the client concerning the invoicing of a retainer or a statement of fees, expenses and disbursement must be communicated to De Langhe Advocaten by registered letter within a period of 15 days after receipt of the invoice/request for payment. In the absence of such timely and formal communication, the relevant retainer or statement of expenses and fees shall be deemed to have been accepted by the client and the charged amount shall be irrevocably due.
8.6 The invoices of De Langhe Advocaten are payable within 15 days of their date.
In the event of complete or partial non-payment of any invoice by the client-company by the due date, the unpaid sum shall be increased, ipso jure, without preliminary formal notice of default, by late-payment interest at the Belgian statutory interest rate in commercial matters, with a minimum interest rate of 10% per annum, up to the date of full payment, and by a lump-sum fee for administrative costs equal to 10% of the unpaid sum, with a minimum of EUR 125.
In the event of complete or partial non-payment of any invoice by the client-consumer after the expiry of a waiting period of fourteen days following a first free notice of default, the unpaid sum shall be increased by late-payment interest at the Belgian statutory interest rate in commercial matters, with a minimum interest rate of 10% per annum, from the calendar day following the day on which the reminder is sent to the consumer up to the date of full payment, and by a lump-sum fee for administrative costs equal to:
EUR 20,00 if the balance due is less than or equal to EUR 150,00;
EUR 30,00 increased by 10% of the balance due on the tranche between EUR 150,01 and EUR 500,00 if the balance due is between EUR 150,01 and EUR 500,00;
65,00 EUR increased by 5% of the balance due on the tranche above 500,00 EUR with a maximum of 2 000,00 EUR if the balance due is above 500,00 EUR.
8.7 If De Langhe Advocaten defends the interests of several clients in a case, they are jointly and severally obliged to pay the retainer or statement of expenses and fees of De Langhe Advocaten, regardless of whom (whether or not at the request of the client(s)) they were invoiced to.
Article 9 – Money in Trust Account
9.1 De Langhe Advocaten transfers to the client any sum that it receives for the client’s account as soon as possible.
If De Langhe Advocaten cannot immediately transfer any sum, it notifies the client of the receipt of the sum and the reason why the sum cannot be transferred for the time being.
9.2 De Langhe Advocaten may withhold from any sums it receives for the client’s account any sum owed to it by the client (even if these sums are not due yet). De Langhe Advocaten shall inform the client hereof in writing.
9.3 De Langhe Advocaten transfers any sums it receives from the client for the account of third parties to those third parties within the shortest possible time.
9.4 De Langhe Advocaten cannot be held liable if the financial institution where it maintains its third-party account fails to honour its obligations (such as, but not limited to, in case of bankruptcy or other situations of insolvency) or commits (legal) acts which cause damage to the client.
Article 10 – Insurance and Liability
10.1 De Langhe Advocaten shall be solely liable to the client in respect of claims for damages relating directly or indirectly to the services provided, to the exclusion of the direct individual liability of its auxiliary persons (directors, attorneys, paralegals, administrative assistants, etc.). To the fullest extent permitted by law (e.g. also concerning unintentional offences that do not result in the impairment of physical or psychological integrity), extra-contractual claims by the client against De Langhe Advocaten or its auxiliary persons for damage caused in direct or indirect connection with the provision of services are excluded. These auxiliary persons are third-party beneficiaries of this clause.
10.2 The attorneys associated with De Langhe Advocaten are individually insured for their professional liability by means of the insurance policy taken out by the Flemish Bar Council
(https://www.ordevanvlaamsebalies.be/nl/kennisbank/kantoororganisatie/collectieve-voorzieningen/beroepsaansprakelijkheidsverzekering).
The professional liability of De Langhe Advocaten and of the attorneys who work for De Langhe Advocaten as independent collaborators is limited to the extent to which the aforementioned insurance coverage is actually granted, as explained in greater detail below.
10.3 The client deems the ordinary insurance of De Langhe Advocaten to be sufficient and accepts that the compensation of the harm that he/she suffers as a result of a fault (even if repeated, gross or extra-contractual) on the part of
De Langhe Advocaten and/or its attorneys and/or employees and/or auxiliaries is limited to the extent to which the aforementioned insurance covers the claim, with the maximum amount of EUR 2 500 000,00 per claim as per the insurance policy taken out by the Flemish Bar Council. This limitation does not apply in the event of fraud or an intentional fault on the part of De Langhe Advocaten and/or its attorneys and/or employees and/or auxiliaries.
If the professional liability insurer does not cover the claim, without this being the result of fraud or an intentional fault on the part of De Langhe Advocaten or its attorneys or employees or auxiliaries, the liability of De Langhe Advocaten, its attorneys and employees or auxiliaries, both contractual and civil, is limited in principal amount, expenses and interest up to the amount excluding VAT that was charged in the past year in the matter in which the liability is found, and in the absence of such matter up to a maximum of EUR 10 000,00 per claim.
Any liability claim against De Langhe Advocaten must, under penalty of forfeiture, be brought within one year after the circumstance giving rise or likely to give rise to the claim was discovered or could reasonably have been discovered and, in any event, within two years of the end of specific service in the context of which the claim arose.
10.4 Under no circumstance can De Langhe Advocaten or its attorneys be held liable for indirect or consequential damage (including but not limited to loss of use, loss of data, loss of sales or profit, loss of income, staff and administrative expenses, liability vis-à-vis third parties) suffered by the client or any third parties.
10.5 Without prejudice to the foregoing, De Langhe Advocaten and its attorneys are not liable for any shortcomings on the part of third parties who are retained by De Langhe Advocaten in the execution of their services, if their assignment was granted on behalf of and for the account of the client, regardless of whether these third parties charge their fees and expenses to De Langhe Advocaten or directly to the client.
10.6 Notwithstanding the fact that De Langhe Advocaten makes reasonable efforts to protect its systems, files, web pages, messages, emails and attachments from viruses or other defects that can affect computers or an IT system, it remains the client’s responsibility to ensure that appropriate measures are taken in order to protect the client’s computers and IT system against such viruses or defects.
De Langhe Advocaten rejects any liability for loss or damage resulting from the receipt or use of electronic communication by De Langhe Advocaten.
10.7 The aforementioned limitations of liability shall also apply in the event of gross negligence, but not in the event of fraud or an intentional fault by De Langhe Advocaten and/or its attorneys or in the event of a fault that affects the life or physical integrity of a person.
10.8 The client acknowledges that the aforementioned liability limitations are essential for De Langhe Advocaten to accept the assignment and for the determination of its fee rates.
Additional insurance coverage can be agreed in mutual consultation between De Langhe Advocaten and the client. An express written agreement is required for this, and such additional coverage is limited to the cases named therein.
Article 11 – Intellectual Property Rights
Except if explicitly agreed otherwise in writing, any moral and proprietary rights relating to opinions, memoranda, reports, contracts, trial documents, templates, letters, conditions, drafts, (company) documents and any other intellectual activities in whatever form produced by De Langhe Advocaten belong exclusively to De Langhe Advocaten.
The client is not allowed, whether by itself or with the assistance of third parties, without prior written consent by De Langhe Advocaten, to reproduce, make public, disseminate, exploit or in any way make available to third parties the aforementioned works created by De Langhe Advocaten. The client is only allowed to use the aforementioned works created by De Langhe Advocaten for itself, in a normal manner and within the framework of the assignment given to De Langhe Advocaten.
Article 12 – Termination and suspension
12.1 Both the client and De Langhe Advocaten have the right to terminate the contract at all times, with immediate effect and without any justification, by means of a written notification, without any liability vis-à-vis one another for any negative consequences of such termination.
12.2 In the event that the client remains in default with regard to fulfilling its obligations under the contract, including but not limited to furnishing sufficient information and payment of invoices, De Langhe Advocaten is authorized to suspend its services, also by means of a written notification and without any liability vis-à-vis the client for any negative consequences of such suspension.
12.3 The client must pay for all activities performed and all costs incurred up to the date of termination of the agreement. De Langhe Advocaten draws up a final invoice and sends it to the client or to the succeeding attorney. De Langhe Advocaten shall return any documents pertaining to the client’s matter at first request, with the exception of any confidential correspondence and/or documents.
Article 13 – Retention and Archiving of Documents
13.1 If the client has not requested to return the case file or certain documents (copies or original documents), De Langhe Advocaten shall archive these documents after the termination of an assignment and store them for a period of five years, unless it is legally mandatory for a longer period. After the aforementioned period of five years, De Langhe Advocaten has the right to destroy the case file without further notification.
13.2 Unless there is express and written agreement to the contrary, De Langhe Advocaten has no obligation to safeguard the case file or certain documents (copies or original documents) after the aforementioned period of five years. The client shall thus at its own initiative request De Langhe Advocaten in a timely manner to return the documents which it wishes to safeguard for a longer period.
Article 14 – Anti-Money Laundering and DAC6
14.1 Depending on the nature of the services provided by De Langhe Advocaten, the firm’s attorneys are subject to the Law of 18 September 2017 on prevention of money laundering and terrorist financing and the restriction of the use of cash, which also entails deontological obligations.
Pursuant to the aforementioned legislation, the following obligations rest with De Langhe Advocaten:
to develop and apply effective policies, procedures and internal control measures, proportionate to their nature and scope;
duty of (continuous) vigilance with respect to clients and transactions;
duty of identification;
duty to retain data (retention period is ten years);
duty to report suspicions of money laundering or terrorist financing;
disclosure prohibition vis-à-vis the client.
14.2 As part of the aforementioned legislation, De Langhe Advocaten must fulfil a number of administrative obligations and report certain transactions.
On the basis of a statutory obligation to prove identity, the attorney must verify the client’s identity. The client shall at first request provide all requested identification information on the basis of official documents, and where appropriate also the details of its representatives.
14.3 A report of certain suspicious transactions must be made to the Dean of the Bar Association, who may decide to transfer the information to the Belgian Financial Intelligence Processing Unit. In principle, this reporting duty does not apply when De Langhe Advocaten is tasked with the representation of the client in a (potential) legal dispute or the determination of a legal position.
The attorney and the Dean of the Bar Association are prohibited from informing the client that information was communicated or that an investigation has been initiated (no “tipping off”).
14.4 De Langhe Advocaten may also be required to inform the client that it has a reporting obligation under the Directive (EU) 2018/822/EU of 25 May 2018 (‘DAC6’) on the reporting of potentially aggressive cross-border tax planning structures, information which will then be shared between tax authorities in the Union. More details concerning this legislation can be obtained on request.
Article 15 – Privacy
De Langhe Advocaten undertakes to comply with all legal and regulatory provisions on the protection of personal data when collecting and processing client data, including, among others, the Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data and the General Data Protection Regulation 2016/679 of 27 April 2016. The processing of data is limited to what is necessary in the context of carrying out the services of De Langhe Advocaten. De Langhe Advocaten takes appropriate technical and organisational measures to secure personal data. The client can request more information on which personal data are processed, why they are processed, how they are obtained, how long they are kept and with whom they are shared. In addition, the client can request more information regarding the exercise of its rights (e.g. a request for access or rectification of personal data, a request for deletion of personal data, a request for restriction of the processing of personal data, etc.). Finally, the client has the right to lodge a complaint with the supervisory authority (the Data Protection Authority).
The client warrants that the personal data communicated to De Langhe Advocaten in the context of its case have been communicated with the consent of the person(s) concerned, or on the basis of another legal ground authorising the communication and processing of such data. He also guarantees that this communication is made in accordance with the provisions of the aforementioned privacy legislation.
Article 16 – Amendment
De Langhe Advocaten reserves the right to amend its general terms and conditions at any time. The amended terms and conditions are deemed to be accepted by the client for each new assignment or additional assignment entrusted to De Langhe Advocaten. With regard to the performance of ongoing assignments, De Langhe Advocaten gives notice of the amended terms and conditions to the client, and the latter should protest in writing within 15 days after this notification if it does not accept same. In the absence of such protest, the client shall be deemed to have accepted the amended terms and conditions shall thus also apply after this period for ongoing assignments.
Article 17 – Invalidity or Contradiction
17.1 If one or more clauses of these general terms and conditions prove to be void, invalid or unenforceable, this shall not affect the validity and the enforceability of any other clauses of same.
17.2 The client and De Langhe Advocaten undertake to negotiate in good faith in order to immediately replace any void, invalid or unenforceable clause by a clause that comes as close as possible to the meaning of the voided, invalidated or unenforceable clause.
17.3 In case of inconsistencies between the different language versions, the Dutch-language version shall always prevail.
Article 18 – Applicable Law and Competent Jurisdiction
18.1 All legal relations between De Langhe Advocaten and the client are governed exclusively by Belgian law.
18.2 All attorneys at De Langhe Advocaten are subject to (i) the regulations of the Flemish Bar Council and of any not-yet-repealed regulations of the former National Bar Association of Belgium, which can be consulted at www.advocaat.be, and to (ii) the regulations of the Bar Association of West Flanders, Ghent, Antwerp or the Dutch-Speaking Bar Association of Brussels (according to the Bar Association where the concerned attorney has his/her head office), which can be consulted at www.baliewestvlaanderen.be, www.baliegent.be, www.balieantwerpen.be or www.baliebrussel.be.
18.3 In the event of a dispute between De Langhe Advocaten and a client-consumer, an appeal can be made to the Ombudsman service for consumer disputes relating to the legal profession (OCA). This service was established within the Flemish Bar Council as a qualified entity for extrajudicial settlement of consumer disputes as referred to in Book XVI WER and is authorised to take cognisance of disputes between consumers and their attorney. The OCA provides for free settlement of consumer or attorney complaints. De Langhe Advocaten is not obliged to appeal to the OCA in the context of a consumer dispute with a client. Participation in the proceedings does not prevent legal action. De Langhe Advocaten may withdraw from the proceedings at any time.
18.4 For disciplinary cases, the President of the Bar Association of West Flanders (Stafhouder balie West-Vlaanderen, Gerechtsgebouw, Langestraat 120, 8000 Brugge), the President of the Bar Association of Ghent (Stafhouder balie Gent, Gerechtsgebouw, Opgeëistenlaan 401/P, 9000 Gent), the President of the Bar Association of Brussels (Stafhouder balie Brussel, Gerechtsgebouw, Poelaertplein 1, 1000 Brussel) or the President of the Antwerp Bar Association (Stafhouder balie Antwerpen, Gerechtsgebouw, Bolivarplaats 20/15, 2000 Antwerpen) is competent, according to the Bar Association where the attorney involved has its head office.
18.5 Disputes between De Langhe Advocaten and clients are preferably settled by amicable agreement and the client and De Langhe Advocaten undertake to first make a sufficiently serious attempt to do so. In the event that a dispute between De Langhe Advocaten and the client is nevertheless brought before a court, this dispute shall be brought before the courts of the district of West Flanders, department of Kortrijk.
Article 19 – Survival
All articles which survive the engagement by their nature , will continue to apply after the termination thereof.
Article 20 – Supersedence
In case of contradiction between the engagement letter and these general terms and conditions, the engagement letter shall prevail.
