General terms and conditions

1. These general terms and conditions apply to all assignments entrusted by the client to Rivus Advocaten Avocats BVBA/SPRL. They have been drawn up in Dutch, English and French. In the case of a conflict as to the terms or interpretation of these general terms and conditions, the Dutch text will be binding.

2. Rivus Advocaten Avocats BVBA/SPRL may include specific conditions in its verbal or written assignment agreement with the client, especially with respect to, but not limited to, conflicts of interests rules and the fee arrangements with respect to the assignment. If expressly agreed with the client, these specific conditions may deviate from the general terms and conditions. Rivus Advocaten Avocats BVBA/SPRL may also lay down specific conditions in internal regulations. In such event, these regulations will be attached to the assignment agreement and form part thereof.

3. All assignments of the client are deemed to be exclusively issued to and carried out by Rivus Advocaten Avocats BVBA/SPRL, even if it is the express or implied intention that a specific person should perform an assignment.

4. Any person who is directly or indirectly a shareholder of Rivus Advocaten Avocats BVBA/SPRL may be referred to as a “partner” or “vennoot”/“associé”, as is customary in general professional practice. Any person designed as such acts exclusively for the account and risk of Rivus Advocaten Avocats BVBA/SPRL in carrying out professional services.

4.1. In the event that, as a result of or in connection with the performance of an assignment for the client or otherwise, Rivus Advocaten Avocats BVBA/SPRL is liable for damage inflicted on persons or property, such liability shall be limited to the amount(s) paid out by and under the thirdOparty liability insurance taken out by Rivus Advocaten Avocats BVBA/SPRL. Such amount(s) shall therefore not include the deductible as provided for under the relevant policy.

4.2. The aforementioned limitations of liability do not only apply to Rivus Advocaten Avocats BVBA/SPRL but also to its shareholders, partners, directors, managers, lawyers, employees and interns as far as their performance of services or work in the course of their cooperation or employment relationship with Rivus Advocaten Avocats BVBA/SPRL is concerned.

4.3. Any right to indemnity lapses if the client has not given notice of default to Rivus Advocaten Avocats BVBA/SPRL, in writing and expressly, within ninety days from the day the facts on which the liability is based have become or reasonably should have become known to the client.

4.4. In any event, any right to indemnity lapses if the relevant claim is not brought before a competent authority within one year and ninety days after the facts on which the liability is based have become or reasonably should have become known to the client.

4.5. If, for any reason, no payment is made under the (professional) liability insurance policy (e.g. bankruptcy of insurer or exclusion from insurance cover), the total liability of Rivus Advocaten Avocats BVBA/SPRL shall be limited to three times the amount of fees charged by Rivus Advocaten Avocats BVBA/SPRL to the client in the case or assignment concerned in the calendar year preceding the notice given to the client, with a maximum of EUR 25,000.

4.6. Each assignment entrusted to Rivus Advocaten Avocats BVBA/SPRL includes authority to call upon the services of third parties and other experts and to accept their contractual terms as well as to accept any liability limitations for such third parties or other experts on behalf of the client expressly or tacitly. Rivus Advocaten Avocats BVBA can never be held liable for any acts, errors or negligence on the part of such third parties or other experts, irrespective of the question whether the consulted third party or other expert charges its expenses or fees to Rivus Advocaten Avocats BVBA or to the client.

5. These general terms and conditions may be invoked not only by Rivus Advocaten Avocats BVBA/SPRL but also by any (legal) person that works for Rivus Advocaten Avocats BVBA/SPRL, is associated with Rivus Advocaten Avocats BVBA/SPRL (as a lawyer and/or employee, or as an intern) and/or is engaged in the performance of an assignment. The same applies to former employees (including their heirs and successors in title) if they are held liable after having left Rivus Advocaten Avocats BVBA/SPRL.

6. The client undertakes to provide all data and information requested, including the relevant supporting documents, if appropriate. The correctness, completeness and reliability of all information provided by the client or on behalf of the client are guaranteed by the client.

7. The relationship between Rivus Advocaten Avocats BVBA/SPRL and its clients and suppliers (both Belgian and foreign) shall be governed by Belgian law. Where rules of conduct and professional rules are applicable, these rules form part of the general terms and conditions. Any dispute shall first be submitted to the president of the competent bar association. If no solution can be reached in this manner, either party may commence proceedings exclusively before the competent courts in the Brussels district.

8. The client and Rivus Advocaten Avocats BVBA may terminate the agreement at any time and without any indemnity being due without prejudice, however, as the case may be, to the requirement that any services provided and any costs incurred be remunerated and reimbursed, respectively, in full.

9. Invoices for fees and costs issued by Rivus Advocaten Avocats BVBA/SPRL to the client are due and payable within one month from the date of sending. Retaining fees are due and payable within fourteen days. In the case of late payment, all past due balances will automatically be subject to a monthly service charge of 0.8% without the necessity for notice of default. If notice of default is given by recorded delivery post, the principal of the amount due and payable shall be increased by a fixed supplement of 10% of the amount due and payable (which increase shall be maximum EUR 5,000) by way of compensation for costs caused by late payment.

If the client fails to pay within the payment term, Rivus Advocaten Avocats BVBA/SPRL may decide, at its sole discretion, to suspend performance of the assignmentwholly or partly and this even without informing the client thereof and without incurring liability for any loss resulting therefrom.

6 December 2013
Rivus Advocaten Avocats BVBA/SPRL
SintWMichielslaan 2 Boulevard SaintWMichel, 1150 Brussels, Belgium