Terms of business

1. Who you are engaging

Solicitors Organisation LLP is a Belgian law firm with its registered office at Avenue Louise 231 box 4, 1050 Brussels, and further offices in Luxembourg, Amsterdam, Milan and Málaga. VAT BE 0456 891 227.

Lawyers of the firm are admitted to the Brussels Bar, the Luxembourg Bar, the Netherlands Bar Association or the Milan Bar and are bound by the professional rules of the bar in question, including the rules on professional secrecy and conflicts of interest. Lawyers practising outside their state of qualification do so under Directive 98/5/EC and are registered with the host bar.

Your contract is with the firm and not with any individual lawyer, notwithstanding that a named lawyer will be responsible for your matter.

2. Scope of our engagement

Our engagement letter sets out the matter on which you have instructed us. We advise on the law of Belgium, Luxembourg, the Netherlands, Italy and Spain, and on European Union law. We do not advise on the law of any other jurisdiction; where such advice is needed we will, with your authority, instruct local counsel whose fees form a disbursement on your matter.

We do not provide tax, accounting, actuarial, financial, insurance or technical advice, and we do not advise on the commercial merits of a transaction. Our advice is given on the facts and documents available to us at the time and for the purpose of the matter described; it may not be relied on by any third party or for any other purpose without our written agreement.

Where you ask us to advise on a new matter, that matter is governed by these terms and a fresh engagement letter is issued.

3. Our people and communication

A named lawyer is responsible for your matter and will tell you who else works on it. Work is delegated where it can be done properly at a lower rate; the responsible lawyer remains accountable for it.

We communicate by telephone, email, post and, for documents, through a secure portal where the sensitivity of the matter warrants it. Email is not entirely secure; tell us if you would prefer that we do not use it, or that we do not write to a particular address.

We will keep you informed of significant developments and will report on progress at the intervals agreed in the engagement letter, and in any event when a material decision is required from you.

4. Client identification and anti-money laundering

Belgian law implementing the EU anti-money laundering directives requires us to identify and verify our clients, and for corporate clients their beneficial owners, before we may begin work on most matters, and to monitor the relationship thereafter. We may ask for identity documents, company records and information on the source of funds.

We cannot begin or continue work without this information. We are required to report certain suspicions to the Belgian Financial Intelligence Processing Unit and may be prohibited by law from telling you that a report has been made. This obligation is subject to the exemptions applicable to lawyers, including where information is received when assessing a client's legal position or in the context of judicial proceedings.

5. Fees, estimates and disbursements

• Unless a fixed fee is agreed, our fees are calculated on time properly spent at the hourly rates set out in the engagement letter. Rates are reviewed annually, and any change is notified at least one month in advance.
• Time is recorded in units of six minutes. Travel time is charged at the applicable rate; travel expenses are charged as a disbursement.
• Any estimate we give is an estimate and not a fixed quotation, unless described as a cap or a fixed fee. We will tell you as soon as we become aware that an estimate is likely to be exceeded, and will not exceed an agreed cap without your written agreement.
• Disbursements — court fees, bailiff and notarial fees, registration duties, translation, expert and foreign counsel fees, courier and travel costs — are charged at cost and may be requested in advance.
• VAT is charged at the applicable rate, currently 21% in Belgium, where the services are subject to it.
• Fees calculated solely as a share of the amount recovered are not permitted by the professional rules of the bars to which we are admitted. We may agree a success element in addition to a reduced hourly rate where the rules of the relevant bar allow it.

6. Billing and payment

• We bill monthly in arrears unless the engagement letter says otherwise. Invoices are payable within thirty days of the invoice date, to the firm's office account by bank transfer.
• We may ask for a payment on account of fees and disbursements before work starts, and for further payments as the matter progresses. Money on account is held in the third-party account and applied against invoices as they are issued.
• Where payment is more than thirty days overdue we may charge interest at the statutory late payment rate, suspend work after giving you written notice, and exercise a lien over documents in our possession to the extent the applicable professional rules permit.
• If a third party — an insurer, an employer or another party ordered to pay costs — is expected to meet your fees, you remain responsible for them unless we have agreed otherwise in writing.
• An award of costs in your favour rarely covers our fees in full. In Belgium, recovery between parties is limited to the statutory procedural indemnity, which is capped by reference to the value of the claim.

7. Client money

Money we hold for you is kept in a third-party account, separate from the firm's own funds, in accordance with the rules of the Brussels Bar on client money. We do not pay interest on balances held for short periods, and we do not hold cash. Payments to you are made by bank transfer to an account in your name; we verify account changes by telephone as a precaution against payment fraud, and we will never notify a change of our own bank details by email alone.

8. Conflicts of interest

We check for conflicts before accepting instructions and continue to do so during a matter. Professional rules prevent us from acting for you where doing so would conflict with our duty to another client or former client. If a conflict arises during a matter, we will explain the position and, where the rules require, cease acting for one or both clients. We may act for other clients in the same market or sector, including competitors, provided no conflict arises in relation to your matter.

9. Confidentiality and data protection

We keep your affairs confidential, and professional secrecy binds us permanently. We may disclose information where you authorise it, where the law or a court compels it, or where disclosure to our insurers, auditors or bar is required.

Personal data is processed as described in our privacy policy. Where we act as a processor of personal data on your behalf, a separate data processing agreement is entered into.

10. Our liability

• Our liability to you for loss arising from our engagement, whether in contract, tort or otherwise, is limited to €10 million per claim, being the amount of our professional indemnity cover, unless a different limit is agreed in the engagement letter.
• We are not liable for indirect or consequential loss, loss of profit, loss of opportunity or loss of goodwill, nor for loss arising from information you gave us that was incomplete or inaccurate.
• We are not liable for the acts or omissions of foreign counsel, notaries, bailiffs, experts or translators instructed with your authority, whose engagement is with you notwithstanding that we instruct them on your behalf.
• Nothing in these terms excludes or limits liability for fraud, or any liability that cannot lawfully be excluded or limited.
• Claims may be brought only against the firm and not against any individual partner, lawyer or employee.

11. Termination

You may end our engagement at any time by written notice. We may cease to act only for good reason — for example a conflict of interest, non-payment of fees, loss of confidence, an instruction we consider improper, or a failure to provide anti-money laundering information — and having given you reasonable notice so that you can instruct another lawyer. Professional rules require us to avoid prejudicing your position in pending proceedings.

On termination you remain liable for fees and disbursements incurred up to that point. We will transfer your file to your new lawyer, subject to payment of outstanding fees where the applicable rules permit us to make transfer conditional.

12. Files and archiving

Documents belonging to you are returned at the end of the matter on request. We keep matter files for ten years from closure — thirty years for property, succession and certain corporate matters — after which they are securely destroyed without further notice. Files are kept electronically; originals of deeds and other documents that must be held in paper form are stored separately and returned to you or to a notary.

13. Complaints

If you are unhappy with our service or our fees, please tell the partner responsible for your matter. Our complaints procedure sets out a formal written route with fixed response times and the external routes available to you afterwards, including the relevant bar and, for consumer clients, an out-of-court mediation body.

14. Applicable law and jurisdiction

Our engagement, and these terms, are governed by Belgian law, save where the engagement letter states that the matter is conducted by our Luxembourg, Amsterdam, Milan or Málaga office, in which case the law of that country applies. The courts of Brussels have exclusive jurisdiction over any dispute, without prejudice to any arbitration or mediation route agreed with you and to the mandatory consumer protection rules that apply where you are a consumer.

If any provision of these terms is held unenforceable, the remainder continues in force.