- Arteo Law SRL/BV (“Arteo”) is a limited liability company (société à responsabilité limitée/besloten vennootschap) incorporated under the laws of Belgium, having its registered office in Brussels and registered in the RPM/RPR Brussels under nber. 0736 373 124. A list of its shareholders is available upon request. All lawyers who work in this law firm are registered with the Ordre des avocats à la Cour de cassation (the Order of lawyers at the Belgian Court of Cassation), the Ordre français des avocats du Barreau de Bruxelles (the French-speaking Order of the Brussels Bar) or the Nederlandse Orde van Advocaten bij de Balie te Brussel (the Dutch-speaking Order of the Brussels Bar).
- These General Terms & Conditions apply to all work performed or work that will be performed by or on behalf of Arteo and to all legal relationships between Arteo and third parties arising from or in connection with such work. Entrusting Arteo with a matter implies the client’s acceptance of the General Terms & Conditions for this first matter as well as for matters which the client will assign to Arteo later, without prejudice to any amendments that will be made to those Conditions from time to time of which the client will be informed about them in due course. However, if the client only read or received the General Terms & Conditions after having entrusted a matter to Arteo, the client’s non-withdrawal of the matter from Arteo after having read or received the General Terms & Conditions will be considered its acceptance of Arteo General Terms & Conditions.
- Under the law and the rules of the Bar, Arteo must (i) identify and verify the identity of its clients as well as the matter’s ultimate beneficiaries (i.e., the natural persons who directly or indirectly has more than 25% share of or any other manner of control over the client or on behalf of whom the envisaged transactions are to be executed); (ii) exercise continuous vigilance concerning elements that might be indicative of money laundering or terrorism financing; and (iii) if any money laundering or terrorism financing is suspected, report it to the President of the Bar Association who can inform the Financial Intelligence Task Unit about the facts of the suspicious matter or transaction.
To comply with these identification and verification obligations, the client must submit the following documents to Arteo (unless Arteo has already obtained such documents from public sources): (a) If the client is a natural person: appropriate documents evidencing the client’s identity and permanent residence; (b) If the client is a legal entity: the entity’s articles of association or charter and the composition of the entity’s board of directors; (c) appropriate documents evidencing the identity and the permanent residence of the client’s agents or representatives; (d) the identity and the permanent residence of the ultimate beneficiaries of the matter or transaction and, if requested, appropriate documents evidencing their identity; and (e) any eventual changes to any of the data in the documents mentioned above.
Additional information and documents on clients and ultimate beneficiaries who hold public positions (politically-exposed persons) or who have a family or economic link with such persons must also be submitted to Arteo. For that purpose, the client’s cooperation is required. Belgian law imposes a duty on companies to provide theirs lawyers with information on the ultimate beneficiaries and any updates or changes to this information. To comply with its vigilance duty, Arteo may request and obtain information with respect to the contemplated transactions and their context. For each particular matter, Arteo will request the requisite information and documents from the client in writing (by letter or email). If Arteo has not received the requisite information and documents within 15 days from the date of its request, Arteo must refuse the assignment or terminate its services, and the client will not be entitled to any compensation as a result of such refusal or service termination. Arteo will keep this information on paper or electronically for 10 years. The lawyer’s duty of professional secrecy also applies to such information, but Arteo is under a statutory duty to report to the President of the Bar Association about any suspicion of money laundering or terrorism financing. If Arteo does not receive from the client the requisite information completely and timely in order to fulfil its legal obligations, Arteo may at any time suspend or terminate its services, and the client will not be entitled to any compensation as a result of such suspension or termination.
Arteo might be legally obliged to share other information with the authorities.
- If third parties are called upon to provide services in connection with the work assigned to Arteo, Arteo will, to the extent appropriate, consult with the client in advance and will exercise due care in selecting such third parties. Arteo is not liable for any failure or default by any such third party in the latter’s performance of its services. Arteo has the right to accept, on behalf of the client, any limitation of liability stipulated by any such third party.
- Advice and opinions given by Arteo are covered by our duty of professional secrecy and are reserved for the exclusive use of those to whom such advice and opinions are addressed. Any product of Arteo’s services released to you in any form or medium is furnished by Arteo on the basis that it is for the benefit and information of the client only. These documents may not be copied, referred to, or disclosed, in whole or in part (except for the client’s own internal purposes), without Arteo’s prior written consent unless such communication is required by law or by a competent regulatory authority (in which case the client agrees to inform Arteo in advance unless such informing is prohibited by law). Arteo reserves the right to mention confidentially to the press or other source about its involvement in a transaction or proceedings for a client. Once the transaction or proceedings become public, such mention can be made in a non-confidential manner.
- The ethical rules allow Arteo, subject to strict compliance with the rules of professional secrecy, to accept matters for other clients whose activities could be competing with those of the client. Arteo may also represent other clients (whose interests might conflict with those of the already existing client) in matters for which the already existing client does not consult Arteo on a regular basis.
- Any and all liability of Arteo in respect of any work performed by or on behalf of Arteo or otherwise relating to an assignment given to Arteo is limited to the amount which is effectively covered in the particular case under the professional indemnity insurance programme taken out by Arteo. The limit of indemnity under this programme is currently EUR 30,000,000.00 per loss. For the US and Canada, and matters subject to the law of a State of the US or Canada, this limit of indemnity of EUR 30,000,000.00 also applies, but such coverage is capped at EUR60,000,000.00 per year. If the liability is not covered for whatever reason by the insurance, Arteo covers its own liability, but this is limited to three times the amount of the fees that the client effectively paid to Arteoduring the year preceding the realization of the loss, with an aggregate maximum liability of EUR 200,000.00. Upon written request, Arteo can take out supplementary insurancefor the purpose of a particular file, and if it chooses to do so, any additional cost resulting from this willbe charged to the client. Arteo’s liability, although limited, excludes any personal liability of its shareholders, organs, associates, or employees.
- The contract or relationship between the client and Arteo does not create or give rise to— nor is it intended to create or give rise to—any third party rights.No third party has any right to enforce or rely on said contract or relationship which does not confer any right or benefit to any third party, directly or indirectly, expressly or implicitly.
- The client indemnifies Arteo and holds Arteo harmless from and against all claims, demands, and actions of any nature, except if willful misconduct or gross negligence on the part of Arteo is found. Such claims, demands, and actions can be made or brought by any third party against Arteo. They can result directly or indirectly from or relate to the work or services performed or to be performed by or on behalf of Arteo for the client. They can also relate to the assignment given by the client to Arteo. Such claims, demands, and actions can include, without limitation, any damages, costs, or expenses incurred by Arteo in connection with them. If any payment is made by the client in this respect, the client may not seek recovery of that payment from Arteo at any time.
- The fees are in principle calculated per units of ten minutes based on hourly rates that have been agreed with the client, combined, as the case may be, with a success fee in litigation matters.Arteo may change these rates from time to time.
To cover our sundry expenses (i.e. secretarial work, typing, telephone, fax, ICT and postal services) our fees shall be increased by a 5% office surcharge.
The office surcharge does not cover the costs of travel and/or accommodation outside the Brussels area, the judicial and procedural costs, the specific expenses (amongst others translation, expert assessments, consultation of professionals outside of our firm, creation of data room, fiscal stamps, registered mail, express courier, etc.) nor the outlays (court fees and other expenses advanced by Arteo in your name and for your account.).
In principle, the fees are invoiced by means of intermediary statements. Arteo’s fees may also be invoiced by means of provisional statements which do not necessarily reflect the status of the work Arteo has performed or is performing. Nor do these provisional statements reflect the amount of costs and expenses already incurred on the client’s behalf.All invoices and statements of fees and expenses of Arteo must be paid within thirty (30) days from the invoice or statement date. If an invoice or statement is not timely paid, interest will be charged to the client automatically and without prior notice starting from the due date and at a yearly rate of 8.5%. In addition, a fixed amount equal to 15% of the invoiced amount (with a minimum of EUR 500 and a maximum of EUR 12,500) will be charged to the client as fixed damages without prejudice to Arteo’s right to seek compensation for the effectively suffered damage and costs incurred.
All services that Arteo renders are subject to Belgian VAT at the applicable rate (currently 21%) on condition that such services, under the Belgian VAT Code, are considered to have been supplied in Belgium. If Arteo’s services are considered to have been supplied abroad, all sums quoted and invoiced do not include VAT, but such services can be subject to VAT in the country where the client is located.
- The client might benefit from the (partial or full) financial contribution from a paying third party (for example, an insurance company) in paying Arteo’s fees and expenses for a particular matter. If it does, the client must inform that third party about the matter and about Arteo’s involvement in it as soon as possible. The client should inform Arteo about the conditions of that third party’s financial contribution. Arteo will still issue its statements of fees and expenses in the client’s name, and the client remains responsible for paying the fees and expenses regardless of whether such fees and expenses have been or will be settled eventually by a third party. Arteo may request this third party to confirm its financial contribution and communicate to this third party, in view of the settlement, the statements of fees and expenses issued in the client’s name.
- In litigation matters, courts may order the non-prevailing party to pay to the prevailing party (parties) a lump sum. This lump sum is determined according to a scale fixed by law or regulation and represents the non-prevailing party’s contribution to the prevailing party’s (parties’) lawyer fees. This lump sum does not necessarily correspond to the fees and costs actually charged by Arteo for the litigation matter.
- Arteo is obliged by law to archive all files once the matter is closed. The original evidence or documents that have been entrusted to Arteo are returned to the client. Archives are kept for a period of five years from the matter’s closing date and are automatically destroyed at the end of the five-year period.
- These General Terms & Conditions apply to the exclusion of all other conditions. Each clause or term constitutes a separate and independent provision. If any provision is judged to be void or unenforceable, the remaining provisions continue to be valid.
- All disputes arising from or in connection with (i) the work performed by or on behalf of Arteo or commissioned to Arteo and/or (ii) the legal relationship between Arteo and the client or other third parties involved in the client’s matter are governed by Belgian law to the exclusion of all other laws. All disputes are to be submitted to the exclusive jurisdiction of the competent courts in Brussels which will exclusively hear and decide on the dispute. The applicable law and competent courts apply to counterclaims, side claims, or claim for indemnification, without prejudice to the competence of any professional organisations that have authority over Arteo.
- These General Terms & Conditions apply also to the advantage of the directors, (administrateurs/bestuurders), managers (gérants/zaakvoerders), the shareholders of Arteo, the directors or managers of such shareholders, and all persons who work or have worked for Arteo, whether as shareholder, partner, of counsel, counsel, lawyer, associate, trainee, employee, advisor, third party agent, or in any other capacity whatsoever.