Agio Legal BV is a Belgian law firm under the form of a private limited company (besloten vennootschap) and its purpose is to practice law in the broadest sense of the word. Its registered office is at Bist 47, 2180 Antwerp (Belgium), and AGIO is registered with the Crossroads Bank of Enterprises under number 0544.553.941 (RLE Antwerp, division Antwerp) (AGIO).

The following Terms of Engagement shall apply to every assignment accepted by AGIO for a natural or legal person requesting legal advice from AGIO (the Client). By signing the Engagement Letter or engaging our Services, the Client acknowledges having read these Terms of Engagement and accepts that the Services will be exclusively governed by these Terms of Engagement, unless otherwise expressly agreed between the Client and AGIO. The Terms of Engagement will not only apply to the initial Services provided to the Client, but also to any subsequent Services provided to the Client by AGIO.

Version of: 5/12/2023

A. Our role
The Services: We will provide the services on the terms described in the Engagement Letter (the Services). As a matter develops it may be that the scope of the required legal work changes. Where this is the case we will seek to discuss it with you at the earliest opportunity in order to agree any variations to the scope of the Services and the Engagement Letter which may be necessary.
Contact Partners: We appreciate that, whilst you are instructing us as a firm to act for you, often it is because of your relationship with a particular partner or lawyer within the firm. Accordingly, if you request a particular partner or lawyer to act on a matter, we would normally expect that he/she will do so.
Conflicts: Legal conflict-of-interest checks have been carried out prior to commencement of the Services. If there are any conflicts you wish us to be aware of, please let your contact know.
Response Times: We aim to achieve speedy response times consistent with our duty to you to provide well considered advice and we will at all times endeavor to adhere to any reasonable deadline you set us (although we may be delayed by third parties or other factors outside our control).
Information: To maximize our effectiveness we must work with you as a team. As our client, you are responsible for approving the strategy to be adopted in a particular matter and giving us instructions. Often our work will be dependent on you (or your other advisers) providing information promptly. We assume all information you provide to us is complete and accurate unless you tell us to the contrary.
Complaints Procedure: We aim to offer all our clients an efficient and effective service and we are confident that this will be the case. However, if any problems do arise or, indeed, you have any suggestions on how we can improve our services to you, then please do not hesitate to contact your contact to discuss them.

B. Terms of Engagement
1. Scope
These Terms of Engagement shall apply to all services provided by AGIO to the Client and replace all previous versions. Any agreements that derogate from one or more of the provisions laid down in these Terms of Engagement shall only replace the provision(s) from which they derogate without prejudice to the other provisions of these Terms of Engagement. No other general terms and conditions, including those of the Client, will be applicable, unless agreed otherwise.

2. Contractual relationship
The contractual relationship exists between AGIO and the Client only, even if the Client has contacts with one or more specific attorneys-at-law of AGIO. AGIO shall be the Client’s sole contractual partner for all services provided by AGIO’s attorneys-at-law. The Services are provided by AGIO – and not its individual attorneys-at-law -. The practical aspects of the work and the exact object of the assignment, including fees and costs, are described in an Engagement Letter.
The attorneys-at-law associated with AGIO act in accordance with the rules of the relevant Bar Association (Balie/Barreau) of which they are members. The list of attorneys-at-law associated with AGIO and their status may be consulted on AGIO’s website at any time.

3. Scope of services
At the start of the cooperation, AGIO and the Client shall agree on the exact scope of the Services to be provided by AGIO through the signature of an Engagement Letter. The Client hereby agrees that the exact scope of the services may be defined and any modification and/or extension thereof may be made without any formalities and may, inter alia, be evidenced by any correspondence, e-mails and, where applicable, the tacit acceptance of services or by the payment of any invoices.

4. Internal allocation of tasks
Depending on the nature and complexity of the matter, AGIO will assign one or more attorneys-at-law as the Client’s primary contact persons. AGIO may internally allocate or reallocate any file entrusted to AGIO by the Client or certain parts or aspects thereof to any attorney-at-law associated with AGIO. Such files or parts/aspects thereof shall be allocated according to the preferred areas of practice of the respective attorneys-at-law working for AGIO, in consultation and in accordance with the requirements of the Client.

5. Use of third parties
Apart from the usual tasks performed in the law firm, the Client agrees that AGIO may use third parties, such as translators, bailiffs, experts, notaries, accountants, auditors, etc., for the performance of the assignment.
Should the performance of the assignment necessitate the use of third parties, the Client shall leave the choice thereof to the attorney-at-law concerned. The same applies to the performance of any simple tasks, such as the filing of procedural documents, appearing at a (preliminary) hearing and the like by a local attorney-at-law.
AGIO is authorized to engage third parties in the performance of its Services, including other law firms. AGIO will exercise due care in selecting such third party. AGIO shall engage the aforementioned third parties in the name and on behalf of the Client, who shall be deemed to have contracted these third parties directly. Unless otherwise agreed, the Client shall bear all fees, remunerations and expenses of such third parties and, if applicable, shall pay them directly to such third parties. Where these costs are advanced by AGIO, they shall be charged to the Client. AGIO may not be held personally liable for the interference of such third parties.

6. Information
AGIO shall inform the Client of the performance of its assignment and the progress with respect to the processing of the file.
The Client shall provide all relevant information and data necessary for the performance of the agreed Services throughout the duration of the assignment. The Client is responsible for the accuracy, completeness and reliability of the information and data provided, even if they can be verified. AGIO shall not be liable for any damages resulting from any incorrect or incomplete information provided by the Client.
The Client shall, in principle, only provide AGIO with copies of documents relevant to the case. AGIO may at no time be held responsible for safekeeping of such copies after the case has been closed. The file created during the course of the assignment shall be retained by AGIO for at least 5 years after the case has been closed, after which the file shall be destroyed. If the Client has provided original documents to AGIO, the Client shall request them to be returned at the latest upon closure of the case or the relationship with AGIO, in case such documents may not be destroyed after they have been archived.

7. Fees and costs
The fees for the provision of the Services are usually but not always calculated on the basis of the time spent on a given file and the hourly rate of the attorneys-at-law who performed the Services involved, which varies according to the experience and the degree of specialization of the attorney involved. AGIO’s costs are calculated on a flat-fee basis per unit. Both the hourly rates and the charges for costs are communicated to the Client at the start of the Client-attorney relationship, and will in any event be furnished to the Client at first request. The standard hourly rates are determined as a result of certain factors, such as (among others) the importance, the difficulty, the novelty, the urgency and the result of the case.
In addition to payment for Services based on an hourly rate, AGIO and the Client may agree on other formulas to calculate fees and expenses, including, but not limited to: (i) a fixed amount per case or per instance; (ii) attribution of the compensation claim and/or the litigation costs per case only, regardless of the outcome of the case; (iii) a fixed sum per year invoiced pro rata and periodically, in principle per month; and/or (iv) a success fee in addition to the agreed standard hourly rates.
The rates for the fees and charges are periodically reviewed, at least on an annual basis. The rates quoted in the Engagement Letter are subject to variation to reflect these reviews. The reviewed rates will come into effect upon the Client’s acceptance.
AGIO shall reserve the right to request a retainer from the Client before starting and during the course of the assignment by means of an advance invoice and to commence or continue its work only after this advance invoice has been paid. Any retainers previously charged shall be settled in the final invoice.
If the Engagement Letter includes an estimate of AGIO’s fees the Client should be aware that such estimate has been given in good faith but will not be binding unless it is specifically agreed to be so. AGIO will notify the Client if the estimate is reached before the engagement is completed and is likely to be exceeded materially.
AGIO’s office expenses consist of any out-of-pocket expenses and administrative costs arising from the handling of a case (including, but not limited to travel expenses, fees of experts, search fees, court registry fees, translation fees, couriers and special mail services, document binding, etc., and secretarial overtime) and are recharged at cost. Where these are likely to be a significant part of AGIO’s invoice, AGIO will ask the Client to approve its expenditure in advance.
The legal fees and expenses which the attorney-at-law has to pay to any third party, such as bailiffs, court clerks, translators and public authorities, shall, as a rule, be directly paid by the Client to such third party, unless agreed otherwise.
VAT (at a rate of 21%) is due on the fees and expenses charged to the Client, except where the law or one of its implementing decrees or an administrative decision provides for an exception.
In litigation matters, courts may order the non-prevailing party to pay to the prevailing party a lump sum indemnity for legal costs. This lump sum is determined according to a scale fixed by law or regulation and represents the non-prevailing’s party contribution to the prevailing party’s legal fees. This lump sum does not necessarily correspond to the fees and costs actually charged by AGIO for the litigation matter.

8. Invoicing and payments
Any fees and expenses shall, in principle, be invoiced to the Client on a monthly basis. These invoices shall be payable within 10 days following the date of the invoice, unless agreed otherwise in writing.
AGIO is obliged to issue its invoice in the name of the Client, even if the invoice is being paid by a third party (such as an insurance company). As the named client, the Client will be liable for payment of AGIO’s invoices. Subject to this, and to arrangements agreed with the Client on timing of payment, AGIO can accept that its invoice is paid directly by the third party. In these circumstances the Client give AGIO the authority to deal with the third party directly to facilitate payment.
Failure to pay all or part of an invoice by the due date shall also render all other invoices (even those not yet due) legally and immediately payable. Furthermore, AGIO shall in such case be entitled to either suspend the performance of its activities in all matters involving the Client until all invoices have been paid in full, or to terminate its overall cooperation with the Client with immediate effect. AGIO shall not be liable for any damages resulting from the suspension or termination of its work.
Any complaints and/or protests against AGIO’s invoices must, in order to be admissible, be made by registered letter within 8 days of receipt of the invoice. In the event an invoice is not paid by the due date, a late payment interest in accordance with the Act on combating late payment in commercial transactions shall automatically be payable and without notice of default, as well as a lump-sum indemnity of 10% of the outstanding balance, with a minimum of EUR 125, without prejudice to AGIO’s right to claim compensation for the damages actually suffered and any costs incurred. The entry of such invoice in AGIO’s accounts shall see as proof of its dispatch and of receipt by the addressee.
If several Clients jointly request AGIO’s services for the same assignment or case, they shall jointly and severally be liable to pay the statement of fees.

9. Liability
Unless otherwise provided for by the professional rules and/or laws that may be applicable, you agree that your relationship is solely with AGIO as the entity contracting with you to provide services and that any advice given or other work done for you by a partner, associate, consultant or employee of AGIO will be given or done by that individual on behalf of AGIO and that no such individual will owe a personal duty of care to the Client. In case of a failure attributable to AGIO in the performance of its services, including any professional misconduct by AGIO’s attorneys-at-law carrying out their services in the name and on behalf of AGIO, only AGIO shall therefore be held liable by the Client, and not its partners, attorneys-at-law or personnel.
The obligations of AGIO are purely a best-efforts obligation. The liability of AGIO, whether arising in contract, negligence or otherwise, for any losses, damages, costs and expenses arising in respect of the Services shall in no circumstances, other than willful misconduct or fraud, exceed the amount of the cover of AGIO’s professional liability insurance.
AGIO, and its attorneys-at-law, have concluded an insurance for their professional liability. The coverage provided by this insurance contract shall apply to the consequences of acts and actions performed worldwide, for activities carried out by the insured from their office(s) in Belgium and shall be subject to the clarifications made by the insurance agreement. However, they shall not be insured against claims made in the United States of America or Canada, or under the laws or jurisdiction of the United States of America or Canada.
With respect to the specific conditions of the insurance coverage, AGIO shall refer to the text of the aforementioned insurance contracts, the provisions of which shall at all times prevail over the summary of the insurance conditions provided in these Terms of Engagement. Upon request, a copy of these insurance contracts shall be made available to the Client free of charge.
The Client considers the standard insurance of AGIO sufficient and shall accept that the compensation of any damages he/she suffers as a result of professional misconduct of an attorney-at-law is limited to the amount for which the attorney-at-law is insured. This limitation shall not apply in case of an intentional or serious error of the attorney-at-law. If the professional liability insurer does not cover the damages, without any fault on the part of the attorney-at-law, the compensation for damages based on a professional error by the attorney-at-law will be limited to the principal sum, costs and interest for the amount of the fees paid by Client in the case concerned.
Any legal proceedings arising from the provision of the Services may only be brought by either party after notifying the other party of such intention within 5 years from the date when the notifying party first becomes aware or ought reasonably to have become aware of the facts which gave rise to the liability or alleged liability.
AGIO shall not be liable for any loss, damage, costs or expenses arising in any way from any fraudulent or negligent acts or omissions, misrepresentations or default on the Client’s part or by its directors, employees, agents or sub-contractors.
AGIO cannot be held liable for any acts or omissions of any third party engaged by AGIO, even if these third parties were to charge their remunerations/fees and expenses to AGIO and/or if these third parties were to be considered sub-contractors of AGIO.
AGIO shall not, under any circumstances, be held liable for any indirect damages, consequential damages, loss of use or loss of profits suffered by the Client or any third parties.
Neither party can be held liable for any delay or failure to perform its obligations where such delay or failure to perform arises from circumstances outside its reasonable control.

10. Third party funds
Any funds held by AGIO for the Client, whether on account of fees or disbursements or otherwise, will be placed in its third party account held by AGIO in compliance with the Bar regulations at a selected financial institution. AGIO shall not be responsible towards the Client or any other person for any failure or act or omission of a financial institution with whom AGIO holds funds or through whom funds are transferred. As a result, AGIO cannot be held liable to refund or transfer amounts that the financial institution in question is unable to pay back or transfer.
AGIO shall transfer all sums it receives on behalf of the Client to the Client. If AGIO is unable to transfer a sum, it shall inform the Client thereof. However, AGIO may deduct the necessary amounts from the sums it receives on behalf of the Client to cover any outstanding invoices. This provision shall not affect the Client’ right to dispute AGIO’s statements of fees.

11. Documentation
AGIO retains the copyright and all other rights in all documentation provided to the Client in any form, except where agreed otherwise. The Client can make copies of such documentation for own internal use. The Client shall not distribute, disclose or use the advice, memoranda, notes, (draft) agreements, procedural documents and all other intellectual work prepared and provided by AGIO, other than in the context of the assignment given to AGIO, in any manner whatsoever and without the prior written consent of AGIO.
AGIO reserves the right to further develop and use the ideas, concepts, information or know-how from any work provided to the Client.
Where AGIO supplies documents in draft form (either in hard copy or electronically) the Client shall not use or rely on such drafts without prior discussion hereon with AGIO in order to ensure that the drafts fully meet the Client’s needs. The Clients shall discuss any changes or additions before implementation. AGIO accepts no responsibility for any losses resulting from the use of draft documents, or documents otherwise than in the form supplied by AGIO, or in any circumstances other than those for which they were prepared.

12. Money laundering and the financing of terrorism
AGIO must apply to the anti-money laundering and anti-terrorist financing legislation, which aims to prevent the use of the financial system for money laundering and funding of terrorism (such as Bar regulations and the Act of 18 September 2017 on the Prevention of Money Laundering and Funding of Terrorism and Restriction of Use of Contacts, as amended). AGIO is subject to identification and due diligence requirements towards the Client. AGIO must to this end retain information with respect to the identification of the Client, its characteristics and the purpose and nature of transactions for a period of 10 years. As part of this process, AGIO may proceed to review the information provided in the Belgian or a foreign UBO register. The Client acknowledges to be aware of the extensive identification requirements and shall provide all requested identification information by means of official documents, including, where applicable, the details of its ultimate beneficial owners and/or politically exposed persons. The Client agrees to notify AGIO of any change that may affect its status. AGIO reserves the right not to enter into a business relationship if the Client would refuse to provide certain information following a request to this effect.
Moreover, AGIO may be obliged in certain instances to report possible suspicions of the Client’s involvement in money laundering activities or the financing of terrorism to the President of the competent Bar Association, without notifying the Client of this reporting. The President of the competent Bar Association will report any suspicions, where necessary, to the Financial Intelligence Processing Cell (CFI). AGIO cannot be held liable for the potential repercussions of any such report made in good faith and in accordance with the law.

13. Processing of personal data
AGIO deems the privacy and protection of Client’ personal data to be of paramount importance. The lawfulness of the processing of the Client’ personal data, of its security and of its confidentiality are therefore important to AGIO. AGIO’s policy on the processing of personal data, including the rights of data subjects, is set out in its Privacy Policy, which is available on AGIO’s website ([LINK]).
AGIO may use the contact details of the contact persons of the Client, including their email addresses, to send them marketing communications. Said persons can opt out of marketing communications from AGIO at any time and free of charge.

14. Confidentiality
Except where required by law, and in accordance with the applicable Bar regulations and its duty of professional secrecy, AGIO will keep the Client’s identity and affairs strictly confidential at all times and will ensure that its staff do likewise, unless the Client permits the disclosure of such information or the relevant circumstances are already in the public domain.
AGIO will only disclose the Client’s identity and affairs, subject to the Client’s approval, to: (i) professional advisers involved in any matter on which AGIO is instructed; and/or (ii) any other professional firm to whom we may properly delegate aspects of any matter in order to provide a full range of legal and other services to the Client.
AGIO may occasionally use the name of the Client for marketing purposes or in a context that may be considered as advertising, unless agreed otherwise. In such case, AGIO will never disclose the affairs of the Client.
Like other means of communication, fax and electronic mail communication carries with it the risk of inadvertent misdirection, or non-delivery of confidential material. In particular, it should be recognized that the Internet is not secure and there are risks if commercially sensitive information is sent either to or by the Client by e-mail. Where the Client provides AGIO with fax or e-mail addresses to which materials are to be sent, AGIO will assume that: (i) the Client consents to the use of fax and e-mail communications; (ii) the Clients’ arrangements are sufficiently secure to protect the confidential nature of its interests; and (iii) the Client will carry out effective procedures to protect the integrity of data, in particular screening for viruses and other malware. Documents (whether or not containing confidential information) sent to the Client by email will not be encrypted unless the Client explicitly requests AGIO to do so in writing.

15. Termination and consequences of termination of agreement
Both Client and AGIO may terminate the contract at any time by notifying each other thereof in writing. However, the termination of the Services will not affect the Client’s responsibility for payment for the Services rendered and additional charges incurred before termination and relating to a proper transition of the Client’s matters.
AGIO has the right to retain any papers and documents until all payments due to AGIO have been paid by the Client.

16. Partial nullity
Should one or more provisions of the Terms of Engagement be null and void, unenforceable or invalid, this nullity and voidness, unenforceability or invalidity shall not affect the enforceability and validity of the remaining provisions and the remaining part of these Terms of Engagement. Provisions that would be affected or invalidated by the invalidity shall continue to be binding for the part thereof that is legally permissible. Parties undertake to replace the provisions which would be null and void or invalid with valid provisions, which approximate the intentions of Parties as closely as possible.

17. Amendments to the Terms of Engagement
These general Terms of Engagement may be amended from time to time. The applicable Terms of Engagement may be consulted on AGIO’s website at any time. The Client shall be deemed to agree to the amended Terms of Engagement in the absence of express objections thereto within 30 days of notification of the amended Terms of Engagement.

18. Applicable law – competent court
Contracts between AGIO and the Client shall be exclusively governed by Belgian law (including, where relevant, any applicable Bar regulation), with the exclusion of the rules of international private law that would consider a different law to be applicable. The Parties shall first use good faith efforts to settle their disputes amicably. The courts of the judicial district of Antwerp, division Antwerp shall be exclusively competent to hear any dispute between Parties with respect to the interpretation and/or execution of an assignment.