Legal terms

1.      DAGS BV (hereinafter, “DAGS Legal”) is a professional law firm established under the laws of Belgium taking the form of a private limited liability company with registered office at Twaalf-Apostelenstraat 28, Belgium.

2.      These Terms and Conditions apply to all services provided by DAGS Legal. These Terms and Conditions are available for consultation by the client on the website: https://www.dags-legal.com/terms-and-conditions. When a client uses the services of DAGS Legal, the client is deemed to know and accept these Terms and Conditions without reservation. Any terms and conditions of the client contrary to these Terms and Conditions shall only be applicable upon the prior, express and written acceptance of DAGS Legal. Any extension, amendment or waiver of these Terms and Conditions must be expressly and previously agreed upon in writing by DAGS Legal.

3.      Without prejudice to the provisions of Articles 4 and 11, all tasks are exclusively accepted and performed by DAGS Legal. DAGS Legal is solely and exclusively responsible for the services provided by DAGS Legal.

4.      With or without client’s prior approval, DAGS Legal may also call upon lawyers outside of DAGS Legal to perform some tasks. These lawyers shall be solely and exclusively responsible for the services they provide.

5.      The client may terminate the assignment of DAGS Legal at any time without penalty. The client shall pay the fees for the services already performed at the time of termination.

6.      DAGS Legal undertakes to perform its services within a reasonable time. In any event, DAGS Legal will not be held liable for exceeding the time limits due to the client, third parties or force majeure events.

7.      The lawyers of DAGS Legal are subject to a duty of professional confidentiality. The client undertakes to keep confidential all correspondence, notes, acts of procedures, etc. provided by DAGS Legal. DAGS Legal may be led to reveal the name of its clients and information about the cases that are or have been handled namely but not exclusively in the context of a tender offer and in strict compliance with the Lawyer’s Code of Professional Ethics. The information provided in this context shall not relate to client privacy. The communication of such information will always be subject to the prior approval of the client.

8.      The views, opinions, writings, agreements, etc. provided by DAGS Legal (“Advice”) are protected by intellectual property rights and may only be used with the express prior written consent of DAGS Legal. Any Advice given by DAGS Legal is for the benefit of the client and is only issued in respect of the specific matter at stake. Advice provided by DAGS Legal shall not be used by third parties. The client agrees not to disclose Advice to third parties without the prior written consent of DAGS Legal. Communication of Advice to any professional adviser of the client does not create any commitment or liability of DAGS Legal towards said professional adviser. DAGS Legal only has obligations to the client and not to third parties unless DAGS Legal accepts such liability expressly and in writing.

9.      The liability of DAGS Legal is limited to the amount which, in the matter at stake, is covered by the professional liability insurances undertaken by DAGS Legal. If, for any reason whatsoever, these insurances would not provide coverage, the liability would be limited to the total fees generated by the specific matter without exceeding €5,000.00. In any event, the right to compensation expires if the claim for compensation has not been notified in writing to DAGS Legal within six months following the closure of the specific matter. The liability of lawyers working within DAGS Legal is covered by a collective insurance policy subscribed by de Orde van Vlaamse Balies (“OVB”). The OVB has subscribed an insurance policy with the insurance company Amlin Europe NV, having its registered office in Amstelveen, the Netherlands- register of commerce nr. 33055009, with branch office in Belgium – RPR 0416.056.358, and authorized under code number 0745. 

10.    The client guarantees and holds harmless DAGS Legal and the lawyers working within DAGS Legal against any claims of a third party arising from the performance by DAGS Legal of any service requested by or provided on behalf of the client.

11.    DAGS Legal is entitled to use non-lawyer third parties (such as bailiffs, technical advisors, trademark and patent agents, etc.) for the performance of the services with or without client’s prior approval. DAGS Legal undertakes to choose such third parties with care but is in no event liable for any act or omission of such parties. DAGS Legal is authorised by the client to accept on its behalf any liability limitations of these third parties.

12.    The fees are either fixed fees for specific matters or calculated based on the number of hours worked multiplied by the agreed upon hourly rate. DAGS Legal reserves the right to require payment of a retainer fee before completion of any service. Fees may be charged from the first consultation. General office costs (such as postage, telephone, fax, photocopies, etc.) and bank charges are calculated using a flat-fee by type of expense. All amounts are exclusive of VAT and of any tax, surcharge or similar increase which is to be paid by the client in accordance with the applicable laws and regulations. Payment terms of DAGS Legal invoices are net 15 days. Default interests will be due at a rate determined in accordance with the Belgian Act of 2 August 2002 after 15 days from the invoice date. Any transaction or exchange costs are to be paid by the client. Any complaint regarding an invoice must be addressed to DAGS Legal within 15 days of the invoice date. Otherwise, the invoice will be deemed accepted.

13.    If, after the conclusion of the contract or the letter of agreement, unforeseen circumstances arise which make DAGS Legal’s performance of the services more difficult or more expensive, DAGS Legal is entitled to adapt its work and related fees to the new situation.

14.    The rights and obligations of the parties shall be governed by, and these Terms and Conditions shall be construed and enforced in accordance with, the Laws of Belgium, excluding its conflict of laws rules to the extent such rules would apply the Law of another jurisdiction. The parties consent to the jurisdiction of the courts of Belgium and agree that venue shall lie exclusively in Antwerp. 

15.    The invalidity of any clause or part of any clause of these Terms and Conditions does not affect the validity of the other provisions.