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General Terms and Conditions

> Belgium

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Belgium

Article 1 - Scope

1.1. Present general conditions apply to each performance of Tiberghien to a client, except where agreed otherwise in writing between Tiberghien and the client, in which event present general conditions only apply to the extent they do not differ from what has been stipulated in such agreement.

1.2. Present general conditions have force of law in the relation between Tiberghien and the client and are deemed to be accepted by the client if he has made no objections within a reasonable term upon their receipt. Acceptance of present general conditions may be inferred from amongst other things, however not exclusively, a normal continuation of performances by Tiberghien without opposition of the client within a reasonable term.


Article 2 - Payment of fee notes

2.1. Our services are charged on an hourly basis of which the rate varies according to the experience of our colleague, the complexity of the matter at hand, the degree of urgency of the case and the achieved results. The first consultation will be charged according to the same criteria.

2.2. The hourly rates do not include VAT nor secretarial services and small office costs made by our firm. An additional 7,5% on the fees will be charged to cover those services. Special costs and expenses (such as for example travel and other disbursements) will be invoiced separately.

2.3. Our fees are subject to 21% VAT.

2.4. Unless expressly determined otherwise, fees due by the client for performances shall be paid no later than thirty (30) days following the date mentioned on the Tiberghien statement of fees related to the performances. Advance fee notes shall be paid no later than seven (7) days following the date mentioned on the statement of fees.

2.5 Disputes should be reported to Tiberghien as soon as possible, no later than within 3 weeks of the invoice date, in writing, preferably on invoicing@tiberghien.com.


Article 3 - Late payment

3.1. In the event of a late payment, an annual default interest of 7% shall be due by the client, after Tiberghien has formally served a notice of default payment of the statement of fees from the client whereby the latter is informed that a default interest shall be charged. Furthermore, in such event a fixed compensation amounting to 15% of the outstanding fees must be paid by the client to compensate the costs caused by the late payment.


Article 4 - Professional liability

4.1. Tiberghien has subscribed a professional liability insurance to cover its possible professional liability, as well as that of its partners, each lawyer, associate or trainee, acting in the framework of a cooperation agreement with Tiberghien.

4.2. The liability of Tiberghien vis-à-vis the client, as well as that of its partners, each lawyer, associate or trainee, in connection with performances in the framework of the cooperation with Tiberghien, shall always be limited to an amount covered by Tiberghien's professional liability insurance.

 

Article 5 - Anti-money laundering legislation and DAC6 Directive

5.1 The client acknowledges the fact that services may fall within the scope of the law of September 18, 2017 on the prevention of money laundering and the funding of terrorism as well as the restriction on using cash. In accordance with this regulation, Tiberghien is obliged to identify and exercise vigilance towards its client and their respective beneficiaries. The client cooperates where necessary and provides any and all information, corroborated by the required documents, at first request. The client immediately notifies Tiberghien, if the given information were to change during the provision of services. Tiberghien reserves the right to suspend any and all services when the client provides none or insufficient information or when the validity of the given information is questionable. This suspension or annulment does not produce any liability towards Tiberghien and does not influence the services already performed and billable.

5.2 The client acknowledges that cross-border services may fall under the scope of the DAC6 Directive on which any person intervening in the advice on or the implementation of cross-border structures may be required to report on this construction, as of July 1, 2020.

5.3 The scope of this obligation to report according to the DAC6 Directive is extremely large and targets all cross-border constructions mainly focusing on saving tax. The Directive offers a definition of the notion of what a ‘construction’ entails. The Directive solely gives a list of ‘essential features’ could indicate an aggressive tax planning. Once a construction corresponds to or holds one of these features, said construction is to be reported. In addition, other situations are other situations are foreseen which may give rise to a reporting obligation under this Directive.

5.4 This reporting obligation falls on every intermediary who is generally involved in advising, marketing organising or implementation of the construction. In the first place, therefore, it is necessary to consider all advisors, lawyers, notaries and accountants involved in the construction. Exceptions to this reporting obligation will apply, however, if the intermediary is subject to a legally protected confidentiality (inter alia lawyers). The reporting obligation will then shift to the tax payer who will then  have to report the juridical construction. How this will be implemented in Belgian legislation is currently still the subject of debate.

5.5 Even though the reporting obligation will enter into force as of July 1, 2020, this obligation will apply retroactively to all structures since the entry into force of the Directive, i.e. June 25, 2018.

5.6 For the time being, insufficient clarity prevents a tangible and practical interpretation of the reporting obligation under the DAC6 Directive, especially in terms of which constructions are being defined as ‘aggressive fiscal cross-border constructions’.

5.7 The client acknowledges this potential reporting obligation and agrees with it. If Tiberghien – in the context of professional secrecy – is not allowed to notify, the client will hereto take the necessary steps. Tiberghien cannot be held responsible in either case for submitting or not submitting the report.


Article 6 - Applicable law and jurisdiction

6.1. These general conditions and the relation between Tiberghien and the client are governed by Belgian law and, to the extent applicable, by and taking into account the professional rules of conduct issued by the Dutch and French Bar of Brussels as well as by the Antwerp Bar.

6.2. Any possible dispute arising out of or in connection with the relation between Tiberghien and the client or these general conditions shall be exclusively settled before the courts of the judicial district Brussels and, to the extent applicable, the competent bodies of the Dutch or French Bar of Brussels and of the Antwerp Bar.

Luxembourg

Article 1 - Scope

1.1. Present general conditions apply to each performance of Tiberghien Luxembourg S.à r.l. to a client, except where agreed otherwise in writing between Tiberghien Luxembourg S.à r.l. and the client, in which event present general conditions only apply to the extent they do not differ from what has been stipulated in such agreement.

1.2. Present general conditions have force of law in the relation between Tiberghien Luxembourg S.à r.l. and the client and are deemed to be accepted by the client if he has made no objections within a reasonable term upon their receipt. Acceptance of present general conditions may be inferred from amongst other things, however not exclusively, a normal continuation of performances by Tiberghien Luxembourg S.à r.l. without opposition of the client within a reasonable term.


Article 2 - Payment of fee notes

2.1. Our services are charged on a hourly basis of which the rate varies according to the experience of our colleague, the complexity of the matter at hand, the degree of urgency of the case and the achieved results. The first consultation will be charged according to the same criteria.

2.2. The hourly rates do not include VAT nor secretarial services and small office costs made by our firm. An additional 7,5% on the fees will be charged to cover those services. Special costs and expenses (such as for example travel and other disbursements) will be invoiced separately.

2.3. Our fees are subject to 17% VAT.

2.4. Unless expressly determined otherwise, fees due by the client for performances shall be paid no later than thirty (30) days following the date mentioned on the Tiberghien Luxembourg S.à r.l. statement of fees related to the performances. Advance fee notes shall be paid no later than seven (7) days following the date mentioned on the statement of fees.


Article 3 - Late payment

3.1. In the event of a late payment, an annual default interest of 7% shall be due by the client, after Tiberghien Luxembourg S.à r.l. has formally served a notice of default payment of the statement of fees from the client whereby the latter is informed that a default interest shall be charged. Furthermore, in such event a fixed compensation amounting to 15% of the outstanding fees must be paid by the client to compensate the costs caused by the late payment.


Article 4 - Professional liability

4.1. Tiberghien Luxembourg S.à r.l. has subscribed a professional liability insurance to cover its possible professional liability, as well as that of its partners, each lawyer, associate or trainee, acting in the framework of a cooperation agreement with Tiberghien Luxembourg S.à r.l.

4.2. The liability of Tiberghien Luxembourg S.à r.l. vis-à-vis the client, as well as that of its partners, each lawyer, associate or trainee, in connection with performances in the framework of the cooperation with Tiberghien, shall always be limited to an amount covered by Tiberghien Luxembourgs S.a r.l.'s professional liability insurance.


Article 5 - Applicable law and jurisdiction

5.1. These general conditions and the relation between Tiberghien Luxembourg S.à r.l. and the client are governed by Luxembourg law and, to the extent applicable, by and taking into account the professional rules of conduct issued by the Luxembourg Bar.

5.2. Any possible dispute arising out of or in connection with the relation between Tiberghien Luxembourg S.à r.l. and the client or these general conditions shall be exclusively settled before the courts of the Luxembourg judicial district and, to the extent applicable, the competent bodies of the Luxembourg Bar.

Tiberghien Brussels

Tour & Taxis

Havenlaan|Avenue du Port 86C B.419
BE-1000 Brussels
T +32 2 773 40 00
F +32 2 773 40 55

info@tiberghien.com

Tiberghien Antwerp

Grotesteenweg 214 B.4
BE-2600 Antwerp
T +32 3 443 20 00
F +32 3 443 20 20

info@tiberghien.com

Tiberghien Ghent

Esplanade Oscar Van de Voorde 1
BE-9000 Gent
T +32 9 265 95 51

info@tiberghien.com

Tiberghien Hasselt

Koningin Astridlaan 35
BE-3500 Hasselt
T +32 11 57 00 13

info@tiberghien.com

Tiberghien Luxembourg

23, Boulevard Joseph II
LU-1840 Luxembourg
T +352 27 47 51 11
F +352 27 47 51 10

info@tiberghien.com