General Conditions

These are the general conditions of ALTIUS BV (“ALTIUS”), a limited company with its registered office at Tour & Taxis, Avenue du Port 86C box 414, 1000 Brussels – Belgium and with company number 0476.389.071 (Register of Legal Entities, Dutch-speaking Enterprise Court of Brussels), VAT BE 0476.389.071, e-mail info [at] altius.com, tel. +32 2 426 14 14.

1. Application

1.1 These general conditions apply to all services rendered by the lawyers, employees and general manager of ALTIUS within the scope of its normal activities. They may be amended from time to time, in which case the client will be notified thereof. They do not apply to pro bono services carried out by individual lawyers pursuant to bar rules.

1.2 If a specific engagement letter has been concluded with the client and the terms of the engagement letter conflict with these general conditions, the engagement letter will prevail. These general conditions will then only serve to supplement the engagement letter.

2 Fees and invoices

2.1 Fees for services provided are based on hourly rates for each member of our legal staff, taking into account their seniority, specialisation and level of professional achievement. The hourly rates applicable to a specific matter are communicated in advance to the client exclusive of VAT and other applicable taxes. Instructions to proceed with the matter are deemed to be an acceptance by the client of the communicated hourly rates. As of the 1 July of every year, hourly rates of legal staff assigned to a pending matter are automatically increased based on the seniority increase. Unless expressly agreed otherwise in writing, the fees due by the client are calculated by multiplying the time spent by the applicable hourly rate. These fees are increased with any applicable taxes and expenses, as the case may be.

2.2 ALTIUS reserves the right to adapt its hourly rates and the expenses it charges from time to time to take into account the evolution of the cost of living (based on the increase of the Belgian consumption price index), changes in (tax) legislation or the prices of its suppliers. In the absence of an express written objection, the client shall be deemed to have accepted these modifications within 15 days of their notification.

2.3 ALTIUS reserves the right to request an advance payment, or retainer, for fees and expenses at its sole discretion. In that case, the amount and payment terms will be communicated to the client in writing.

2.4 Invoices sent by ALTIUS to clients shall be paid in accordance with the terms of the invoice and, unless expressly agreed otherwise in writing, at the latest within 30 calendar days. Any objection by the client against the invoice must be made in writing within 15 days of receipt of the invoice. If the invoice is not paid in time, ALTIUS reserves the right to suspend its services until payment is received, or terminate its services for the client. If the invoice is not paid in time, ALTIUS also has the right to charge, in addition to the principal amount, the statutory interest based on the act of 2 August 2002 on combatting late payment in commercial transactions and an additional fixed payment of 10% of the principal amount to cover the administrative costs.

2.5 Any payment received by ALTIUS for the client on its third-party account will be transferred to the client as soon as possible. However, ALTIUS reserves the right, subject to prior notification, to deduct any sum from the amounts it receives on behalf of the client to cover outstanding advances, fees or costs.

3. Liability

3.1 ALTIUS is the exclusive contracting party for all services performed by its lawyers, employees and general manager. Any liability rests exclusively with ALTIUS and not with any of ALTIUS’ lawyers or employees, nor its general manager. The client waives any right it could have to claim the non-contractual liability of ALTIUS, its lawyers, employees and general manager to the largest extent permitted by law.

3.2 ALTIUS will not be responsible for the incorrect, incomplete or untimely provision of information, instructions and documents necessary for the proper performance of the services by ALTIUS.

3.3 ALTIUS’ total liability concerning the services provided is limited to the proceeds it receives pursuant to its professional liability insurance. Further information in this respect will be supplied to the client upon written request.

4. Confidentiality and data protection

4.1 ALTIUS observes strict confidentiality of information it receives from its clients in accordance with the rules of the Dutch and French sections of the Brussels Bar Association. ALTIUS is entitled to communicate the identity of the client and information concerning the client’s affairs to other advisers of the client who are involved in a case or to any other third party subject to a duty of confidentiality or professional secrecy (lawyers, bailiffs, accountants, notaries,…). ALTIUS is also entitled to mention the client’s name in advertisements, presentations for potential clients, professional guides, directories and newspapers.

4.2 ALTIUS is controller of the personal data collected and received in the framework of managing any matter assigned to it. ALTUS processes this personal data in accordance with its privacy policy, available on the ALTIUS website (https://www.altius.com/en/privacy-policy/).

5. Intellectual Property

5.1 All intellectual property rights, including but not limited to copyright, in all documents, advice, works and materials (“Work Product”) prepared by ALTIUS for the client, whether as a draft, preliminary version or final version, shall vest exclusively in ALTIUS.

5.2 ALTIUS grants the client a non-exclusive, non-transferable, revocable license to use the final version of the Work Product solely for the client’s own internal business purposes related to the specific matter for which the Work Product was prepared. Without ALTIUS’ prior written consent, the client shall not (i) reproduce, distribute to any third party, or publish the Work Product, or any part thereof, or (ii) modify or adapt the Work Product.

5.3 Nothing in these general conditions shall be construed as an assignment or transfer of any intellectual property rights from ALTIUS to the client.

6. Miscellaneous

6.1 ALTIUS is subject to identification and due diligence obligations with respect to its clients under Belgian law and the rules of bar associations concerning the fight against money laundering and the financing of terrorism. To that end, ALTIUS reserves the right to request the client’s cooperation in order to comply with its legal and regulatory obligations and to terminate legal services with respect to a suspect or non-cooperating client.

6.2 ALTIUS provides services on a wide variety of matters to a large number of clients worldwide. Unless expressly agreed otherwise in writing, ALTIUS therefore reserves the right to represent current or future clients (including the client’s adversaries) and to take positions adverse to the client in any matters (whether involving the same substantive areas of law for which the client has hired ALTIUS, or unrelated areas) that do not involve the same factual and legal issues as matters for which the client has retained ALTIUS.

6.3 If any of the provisions of these general conditions are declared invalid or unenforceable either totally or partially, such invalidity or unenforceability shall not extend to the remaining provisions, which shall remain valid and enforceable.

6.4 The lawyers of ALTIUS are qualified lawyers (advocaat/avocat) of either the Dutch speaking section (see website) or the French speaking section (see website) of the Brussels Bar, depending on which section they are registered with. The ALTIUS lawyers are subject to the deontological code of either the Dutch speaking section (see website) or the French speaking section (see website).

6.4 The legal relationship between ALTIUS and its clients is governed by Belgian law.

6.5 Disputes shall be settled exclusively by the courts of Brussels, with the sole exception that, where appropriate, disputes may also be submitted to the competent authorities of the Dutch- or French-speaking sections of the Brussels Bar Association.