GENERAL TERMS & CONDITIONS
These general terms and conditions ("Terms") apply to all services provided by PIVOT LAW. By engaging the services of PIVOT LAW, located at Rue Lambert Crickx 16/6, 1070 Brussels (Belgium), registered with the Crossroads Bank for Enterprises in Brussels under the number 0745.795.386 (hereafter "PIVOT"), the client acknowledges awareness and acceptance of these terms for the execution of services. Any supplement, modification, or deviation to or from these general terms is only valid if priorly, explicitly, and in writing accepted by PIVOT.
To the extent PIVOT LAW and the client agree on an engagement letter, the terms and conditions of this engagement letter will prevail.
1. RIGHTS AND OBLIGATIONS OF THE PARTIES
The obligation undertaken by PIVOT towards its client is an obligation of means. PIVOT diligently performs entrusted assignments in complete independence, based on a best efforts commitment.
The client commits to providing spontaneously, throughout the entire duration of the assignment, all relevant and necessary information, facts, circumstances, or data essential for the performance of the services.
In view of serving the client in the best way possible, PIVOT is allowed to rely on third parties or sub-contractors in the performance of its services.
2. IMMEDIATE TERMINATION FOR SPECIFIC REASONS
In all cases, PIVOT can terminate the agreement at any time, without notice period or compensation, if there are reasons making the continuation of the professional collaboration impossible, such as:
(i) circumstances compromising the independence of PIVOT, (ii) circumstances rendering the execution of the assignment according to professional and ethical standards impossible, (iii) apparent default(s) of the client regarding their obligations as described in these general terms and in the engagement letter, (iv) in case of insolvency proceedings, dissolution, collective debt settlement, or apparent inability of the client.
PIVOT will inform the client of such termination and the reasons thereof in writing.
3. SUSPENSION OF PERFORMANCE OF OBLIGATIONS
In case of non-fulfillment, incorrect or untimely performance by the client of its obligation(s), e.g., in the event of non-payment of fees or advances, PIVOT is entitled to suspend or postpone the performance of its obligations until the client has fulfilled its obligations. PIVOT will notify the client thereof.
All costs or expenses incurred as a result of the suspension will be borne by the client. The client shall commit to paying the fees pursuant to section 4 pro rata for the services performed.
4. FEES
Prior to rendering services and upon the client's request, PIVOT may provide a non-binding estimate of total fees and costs. Depending on the case, PIVOT may request the client to pay an advance for fees and costs.
The services can be charged on a time spent basis in accordance with the hourly rates agreed upon, or as a fixed budget arrangement.
Pursuant to the conditions of the Belgian VAT Code, the services are subject to Belgian VAT at the applicable rate (21%).
The service fees will be increased with an administrative overhead surcharge of 5% to cover the costs of IT, telecom and postal services. Out-of-pocket expenses (court fees, travel expenses, translation costs, etc.) are invoiced at their actual cost.
Invoices are payable within 30 calendar days of receipt of the invoice. Late payments shall automatically and without requiring a notice of default give rise to (i) an interest compensation in accordance with the Act of 2 August 2002, counting from the invoice date, as well as (ii) additional damages amounting to 15% of (the unpaid amount of) the invoice amount, with a minimum of EUR 150.00. Failure to pay the statement of expenses and fees may give rise to the suspension or termination of the professional relationship and to the collection of the amounts due.
To the extent the client does not agree with the required advance payment or invoice, a written protest must be sent within 8 days of receipt of the invoice stating the reasons why the invoice is disputed.
5. LIABILITY OF PIVOT
PIVOT ensures services are delivered in line with the ethical and professional norms of the Bar and in compliance with applicable laws and regulations during the execution of assignments.
Liability can only be incurred by PIVOT for assignments proven to be accepted by it. Any liability of PIVOT, whether contractual or non-contractual, for any direct damages arising in respect of the services performed, shall in no event, other than fraud on behalf of PIVOT, exceed coverage amounts and coverage conditions under our applicable professional liability insurance policy. A copy of such policy will be readily provided to the client at the latter’s first request.
To the extent permitted by law, PIVOT cannot be held liable for indirect damages such as reputational damage, loss of clientele, data loss, loss of commercial opportunities, or any similar losses. Further, PIVOT shall in no case be liable for delays and missed deadlines due to the acts or omissions of clients, third parties, or a consequence of force majeure.
Any claim for compensation must be brought within six (6) months after the client became aware or should reasonably have become aware of the event that caused the damage.
6. CONFIDENTIALITY, INDEPENDENCE AND ETHICS
PIVOT and its representatives or employees are bound to professional secrecy in line with applicable laws within the framework of entrusted assignments. All documents provided by PIVOT to the client are covered by the duty of professional secrecy, confidential and reserved for the exclusive use of those to whom such advice and opinions are addressed, unless explicitly stated otherwise.
PIVOT is an independent law firm, registered with the Dutch language section of the Brussels Bar Association.
All Services by PIVOT are performed in strict compliance with the applicable deontological rules of the Code of Ethics for Lawyers.
7. INTELLECTUAL PROPERTY
All documents prepared by PIVOT LAW are protected by intellectual property rights and may not be used, reproduced, or exploited without explicit permission.
8. PRIVACY - PROCESSING OF PERSONAL DATA
The client acknowledges having received and accepted the terms of PIVOT's privacy and cookie policy regarding the processing of personal data.
9. ANTI-MONEY LAUNDERING AND INDEPENDENCE
PIVOT shall be exempted from professional secrecy under the legislation on the prevention of money laundering and terrorist financing. The client undertakes to provide PIVOT immediately upon request with any information and/or documents required under this legislation, including but not limited to appropriate documents evidencing the client's identity, its articles of association, proof of its permanent residence and any information and documents on clients and their ultimate beneficiaries.
10. INVALIDITY
If any provision or part of a provision of these general terms is declared void or unenforceable, this does not affect the validity of the other provisions. In such a case, the parties will replace the concerned provisions with a new provision as close as possible to the original intentions of the parties.
11. APPLICABLE LAW AND DISPUTE RESOLUTION
The interpretation and execution of the agreement are governed by Belgian law.
Parties will attempt to resolve any dispute, regardless of its nature, in an amicable manner by holding at least one physical constructive discussion to settle the dispute. To the extent no settlement agreement can be reached, the Dutch-speaking Brussels courts are exclusively competent to rule on such dispute.