Terms & Conditions

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This is a non-binding translation from Dutch to English of the general terms and conditions set out by De Clercq & Partners NV and is provided for your information only. Only the Dutch text of the general terms and conditions shall be binding.

1. These general terms and conditions (hereinafter “General Terms and Conditions”) apply to any (request for a) quotation, advice, intervention or any other assignment carried out by De Clercq & Partners NV, with registered office at Edgard Gevaertdreef 10/A, 9830 Sint-Martens-Latem and registered in the Register of Legal Persons (RPR Gent, Ghent Department) under number 0472.015.856 (hereinafter referred to as ‘DCP’) as well as to all other agreements or legal relationships between DCP and a client (hereinafter referred to as “Client”).

   Any reference in these General Conditions to DCP shall also include all its employees, directors and shareholders as well as all its auxiliaries, acting in its name and on its behalf.

   Any request for advice or intervention, any acceptance of an offer by the Client or the mere payment of an invoice also entails the express acceptance of these General Terms and Conditions. The Client acknowledges and accepts that the application of its own General Terms and Conditions is expressly excluded.

2. DCP undertakes to perform its assignments in good faith, prudently, carefully and with due observance of confidentiality. All assignments entrusted to DCP imply an obligation of means. Consequently, DCP does not guarantee the achievement of a certain result.

3. The Customer and DCP acknowledge that, in the context of certain tasks, mandatory deadlines imposed by law or third parties have to be respected. Consequently, the Customer undertakes to provide DCP with all information and instructions that are necessary for DCP to be able to perform its tasks correctly and in a timely manner. Therefore, the Customer undertakes to respond timely and diligently to all requests for information from DCP and to provide the latter in a timely manner with the, where appropriate, required (signed) documents or instructions as well as any other useful information. Moreover, the Customer shall notify DCP immediately if the information provided to DCP changes or has changed.

4. At the request of the Client, DCP shall provide an estimate of the costs, taxes and fees to which the Client will be liable in connection with the assignments to be performed by DCP. The amounts included in each of DCP's quotes are purely indicative and are subject to explicit reservation of additional costs which may result from, among other things, exchange rate differences, changes in official fees, translations, other obligatory official costs (such as legalizations, apostille, etc.), additional intellectual services (such as our advice on filing strategy and the handling of objections from third parties or from the administration) and circumstances which increase the complexity of DCP's assignments.

   Unless expressly agreed otherwise, the assignments carried out by DCP are invoiced on the basis of hourly rates, which may vary depending on the competencies and experience of the persons who carried out the assignment and which, moreover, may be adjusted from time to time. 

   All prices quoted by DCP are always in Euros and exclusive of VAT, as well as exclusive of any other possible government taxes or duties.

   The Customer acknowledges and agrees that DCP is allowed at all times, in the performance of its tasks, to engage one or more third parties, such as, amongst others, experts and (foreign) correspondents and that the costs related to the engaging of such persons will be charged to the Customer.

5. All DCP’s invoices are payable at the registered office of DCP within 30 calendar days from the invoice date. Any complaint regarding the invoice will only be considered if received by registered mail within 14 calendar days from the invoice date.

   A default interest of 1% per started month will be charged on the invoice amount without prior notice if the invoice is not paid within 30 calendar days after the invoice date. In case of non-payment of the invoice within the stipulated period, all non-due invoices shall also become due and payable and DCP reserves the right to stop all work for the Client or any interested third party without prior notice. Any damages resulting from this shall be fully and completely borne by the Client or any interested third party. The Client also expressly acknowledges that, in case of non-payment of the invoice within the stipulated period, he owes, ipso jure and without prior notice of default, a fixed compensation in the amount of 10% of the invoice amount, with a minimum of EUR 250, without prejudice to DCP's right to claim compensation for all costs actually incurred (including all reasonable costs related to the collection of the unpaid invoices).

6. DCP’s total cumulative liability on any basis whatsoever, irrespective of how often it happens and regardless of the damage actually suffered by the Customer shall be limited to, where applicable, the amount paid out by the insurance company of DCP. If and insofar as DCP does not receive compensation of that damage under any insurance, and only in case of willful misconduct, serious fault or gross negligence by DCP, the total cumulative liability of DCP shall be limited to the amount that DCP has already received for the task(s) concerned, subject to a maximum of EUR 100,000. Any and all other liability for direct, indirect, financial, commercial, incidental or consequential damages or any other damages directly or indirectly resulting from acts or omissions, excluding fraud, by DCP is hereby explicitly excluded.

   Any non-contractual liability relating to the formation, performance and termination of the DCP Tasks is hereby excluded, to the fullest extent legally possible (including gross negligence), and this with respect to both DCP and its direct or indirect auxiliary persons.

   DCP shall not be liable for nor for any shortcomings and/or errors made by third parties and/or any loss or damage resulting therefrom and/or related thereto.

7. DCP shall not be liable for any loss or damage resulting directly or indirectly from cases of force majeure. “Force majeure” should be understood to mean any circumstance in which DCP is unable to fulfill its obligations under the agreement with the Client or is unable to do so in a timely manner due to a cause beyond its control, such as, but not limited to, strikes, fire, explosion, lockout, accidents, war, scarcity of public information or of logistical services, storm damage, power failure, flooding and the like more. If the period of force majeure lasts longer than 3 months, DCP and the Client are both entitled, without paying any compensation, to terminate the agreement as far as the non-performing part is concerned by notifying the other party with a registered letter.

   The customer shall not be able to file a claim, regardless of its nature, basis or modalities, if the loss or damage is not reported to DCP in writing immediately after it has been discovered or should reasonably have been discovered by the Customer and all claims shall in any event lapse after 6 months as from the day on which the cause of the loss or damage has occurred.

8. Each party has the right to terminate the assignment(s) immediately, without notice, without court intervention and without prejudice to the right to compensation, by notifying the other party. The termination of the assignment(s) expressly does not relieve the Client from paying at least those assignments performed by DCP up to the time of termination as well as those assignments which DCP deems useful or necessary to still perform in the context of a smooth and orderly transfer of responsibilities.

9. The nullity or unenforceability of one or more provisions of these General Terms and Conditions shall not affect the validity or enforceability of the other provisions thereof. Any unlawful or inapplicable clause of these General Terms and Conditions shall be replaced by a new clause which, to the extent permitted under applicable law, is most favorable to DCP. DCP's failure to invoke any provision of these Terms and Conditions at any given time shall in no way be deemed a waiver of DCP's rights and shall not preclude any subsequent invocation of these Terms and Conditions or any of its provisions.

10. Any and all disputes or conflicts between the Customer and DCP shall exclusively be submitted to the competent courts of Ghent (Belgium). The legal relationships between DCP and the Customer, including, amongst others, the present Terms and Conditions, shall exclusively be governed by and construed in accordance with Belgian law.