1.       Janson - Janson SRL/BV/private limited company (hereinafter, “Janson”) is a professional partnership established under the laws of Belgium taking the form of a limited liability company, which purpose is the performance of professional legal services.

Janson is registered with the Crossroads Bank of Enterprises (Banque-Carrefour des Enterprises / Kruispuntbank van Ondernemingen) under number 432.711.951 (RPR/RPM Brussels).

2.       Scope of application and general terms and conditions agreement - These General Terms and Conditions (hereinafter: “General Terms and Conditions”) apply to all services provided by Janson and the lawyers of the Janson firm to their clients. These General Terms and Conditions are available for consultation by the client on the website: https://www.janson.be/terms-conditions.

When a client uses the services of Janson, the client is deemed to know and accept these General Terms and Conditions without reservation. Any general terms and conditions of the client contrary to these will only be applicable upon the prior, express and written acceptance of Janson. Absent publication or communication of a newer version by Janson in any form whatsoever, these General Terms and Conditions will also apply to all future relationships between the parties. Any extension, modification or waiver must be expressly and previously agreed upon in writing by Janson.

3.       Without prejudice to the provisions of Article 3 para. 2, below, all tasks are exclusively accepted and performed by Janson, even when the client expressly or tacitly entrusts a task to a particular partner or associate of Janson. Janson is therefore solely and exclusively responsible for the services provided by the lawyers working within the firm and its staff. Janson freely decides on the allocation of the various tasks to a particular lawyer within Janson or the replacement of one lawyer with another, without the client being entitled to oppose it. Upon the client's express prior approval, Janson can also call upon lawyers outside of Janson to perform some specific tasks.

The client may at any time terminate the assignment of Janson without being liable for any penalty. The client, however, remains liable to bear the costs of the services already performed on the agreed-upon basis.

4.       Timeframe - Janson undertakes to perform its services within a reasonable time. Janson cannot in any event be held liable for exceeding the time limits due to the client, third parties or force majeure events.

5.       Professional confidentiality - The lawyers and staff of Janson are subject to a duty of professional confidentiality. The client undertakes to keep all correspondence, notes, acts of procedures, etc., provided to them by Janson confidential.

When responding to public or private tenders for provision of legal services, Janson may be led to reveal the name of clients on whose behalf the firm works or has worked on the matter at stake, and the firm can provide information about the cases that are or have been handled related to the subject of the tender offer in strict compliance with the Code of ethics of the lawyer.

When the communication pertains to client privacy information or personal data, the client’s prior consent will be requested by Janson . This consent can be withdrawn at any time, without justification, by sending an email to privacy@janson.be or by registered mail to: Janson (GDPR), Chaussée de La Hulpe 187, 1170 Brussels.

6. Intellectual property - The views, opinions, writings, etc., from Janson are protected by intellectual property rights and may be used or reproduced only with the express prior written consent of Janson.

Any advice given by Janson is for the benefit of the client alone and is only issued in respect of the matter at stake. The advices provided by Janson cannot be used by third parties and these cannot rely on said advices. The client agrees not to disclose the opinions of Janson to third parties without the prior written consent of Janson, except, when necessary, to other professional advisers of the client, being understood that said communication does not create any commitment or liability on the part of Janson toward these professional advisers. Janson has obligations only toward the client and not with respect to third parties unless Janson accepts such responsibility expressly and in writing.

7. Liability - 7.1 The client acknowledges that compensation for damage caused by the non-performance of a contractual obligation, as set out in the agreement concluded between the client and Janson, shall be governed, within the legal limits, exclusively by the rules of contract law, even when the event causing the damage also constitutes an extra-contractual fault.

7.2 The client acknowledges that only Janson may be held liable for damage caused by Janson and/or its auxiliary persons in the context of the agreement. Compensation for damage caused by the non-performance of a contractual obligation by an auxiliary person of Janson may, within legal limits, only give rise to a contractual claim against Janson and not to any liability claim against the auxiliary person. This applies even if the event causing the damage also constitutes an extra-contractual fault. The client waives, within legal limits, any claim and proceedings against Janson's auxiliary persons.

Are considered to be auxiliary persons of Janson: staff members, directors and lawyers of Janson (including those providing services on the basis of a (sub)mandate – “(onder)lasthebber”/“mandataire (substitué)” -) Janson's lawyers also include: Janson's lawyers providing/invoicing services to Janson through a legal entity and the legal entity itself.

7.3 Without prejudice to Articles 7.1 and 7.2, the following limitations of liability shall further apply - if and to the extent permitted by mandatory law:

The liability of Janson is limited to the amount which, in the matter at stake, is covered by the professional liability insurance policies taken out by Janson as listed below.

(In secondary order,) if, for any reason whatsoever, these insurances would not provide coverage, the liability is limited to the total fees invoiced by Janson in the relevant matter capped at a maximum of € 50,000.

In all cases, any claim for compensation shall lapse if the claim has not been notified in writing to Janson within one year following the closure of the matter.

The professional civil liability of Janson and of Janson’s lawyers who are registered with a Belgian Bar is covered in first rank for an amount up to € 2,500,000 by a collective insurance policy taken out by the Dutch speaking Bars (OVB) currently with the insurance company MS Amlin Insurance SE, or by the French-speaking and the German-speaking Bars (OBFG) currently with the insurance Ethias SA.

Janson has also taken out additional professional liability insurance with various insurance companies. Professional civil liability is covered in second rank for an amount to € 7,500,000, in third rank for an amount up to € 3,000,000, in fourth rank for an amount up to € 10,000,000 and in fifth rank for an amount up to € 5,000,000.

The coverage provided by these insurance policies is subject to specifications and exceptions set out in the policies concerned. Further information on these will be provided at the client’s first request.

The geographical coverage of the various insurance policies and the contact details of the respective insurance companies are made available on the website www.janson.be/Insurance.

The client shall indemnify Janson and Janson's lawyers or those working on Janson's behalf, against any third-party claims by a third party resulting from the services provided by Janson on behalf of the client.

7.4. If and to the extent permitted by mandatory law, the limitations of liability referred to in Article 7 shall apply to both minor fault and major fault of Janson and of its auxiliary persons.

7.5. The Client acknowledges and accepts that all auxiliary persons engaged by Janson in the context of the agreement may invoke and apply Articles 7.1 to 7.4 as if they were parties to the agreement.

8.       Use of third parties - Janson is entitled to use non-lawyer third parties (such as bailiffs, technical advisors, etc.) for the performance of its activities. Janson undertakes to choose such third parties with care but is in no event liable for any act or omission of such parties.  Janson is authorised by the client to accept on its behalf any liability limitations of these third parties.

9. Fees - 9.1. The fees are calculated based on the number of hours worked multiplied by the agreed upon hourly rates and which varies depending on the seniority and specialisation of the participating lawyers. The fees are annually adjusted according to changes in the consumer price index. Janson reserves the right to require payment of a retainer fee before completion of any service. Fees may be charged from the first verbal or written consultation.

Retainer fees or intermediate fees may be made according to the status of the file. 

The fees may be established also taking into account other usual criteria in this area, including the significance of the case, the duties to be performed, the complexity of the matter, the reputation of the lawyer and the client's financial capacity.

9.2. If the matter concerns a dispute, Janson may additionally invoice a “success fee”.

The "success fee" amounts to 5% of the claim amount effectively awarded to the client or of the amount claimed from the client that ultimately does not have to be paid  pursuant to a judicial or arbitral decision that has become final and binding, or pursuant to an amicable settlement or agreement. The “success fee” shall be invoiced in addition to the fees calculated in accordance with paragraph 1.

10.  Costs and expenses - The costs and expenses advanced by Janson for the client are charged separately. The general office costs (such as postage, telephone, fax, photocopies, etc.) are calculated using either a percentage of the fees or a flat-fee by type of expense.

11. VAT - All amounts are exclusive of VAT and any tax, surcharge or similar increase which is to be paid by the client on the basis of applicable legislation.

12. Invoicing, payment and default interests - The invoices of Janson are immediately due and payable, and without discount, on the indicated bank account. In the event of late payment, default interests will be due at a rate determined in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions from the day following the due date of the invoice. With regard to client-consumers, late payment interests only start to accrue 17 days after the sending of a first free formal notice. In case of non-payment, Janson may then additionally charge the client-consumer a fixed compensation of maximum: € 20 if the balance due is less than or equal to € 150; € 30 plus 10% of the amount due on the portion between € 150.01 and € 500 if the balance due falls within this range; or € 65 plus 5% on the portion above € 500 with a maximum of € 2,000 if the amount due exceeds € 500. Professional clients may be charged a fixed penalty clause of 10% on the outstanding amounts. In the event Janson fails to fulfill its obligation to pay any amounts owed to the client within the agreed payment term, the client shall be entitled to equivalent legal interest from the moment Janson is informed  of the client's bank account number. Any transaction or exchange costs are to be paid by the client. Any complaint regarding an invoice must be addressed to Janson within 15 days of the sending of the invoice. Otherwise, the invoice will be considered accepted.

13. Unforeseen circumstances - If, after the conclusion of the contract, unforeseen circumstances arise that make its performance by Janson more difficult or more expensive, Janson is entitled to adapt its obligations to the new situation.

14.  Application of the general terms and conditions to partners and associates - Without prejudice to the provisions of Article 3, these general terms and conditions not only apply to Janson, but also to its partners and associates, and all of their successors by way of universal transfer.

15. Data Protection - 15.1 Janson is the controller of the personal data.

The personal data shall be processed by Janson solely for the files’ management and processing within the missions entrusted by the client, or in order to comply with Janson’s legal obligations, in particular regarding anti-money laundering procedure. Such processing takes place according to article 6.1, b) and c) GDPR (General Data Protection Regulation of 27 April 2016).

The data are transferred to third parties solely when necessary for the performance of the mission entrusted by the client to Janson or when Janson is legally bound to such transfer.

Janson uses client personal identification data to send information, newsletters or invitations to events solely with the prior consent of the person concerned. In such case, the person concerned can withdraw his consent at any time by email to: privacy@janson.be or by registered mail to: Janson (GDPR), Chaussée de La Hulpe 187 à 1170 Bruxelles.

The data will be kept for the whole duration of the mission and as long as necessary for Janson to comply with its legal obligations regarding conservation of archives (including accounting and tax obligations). This period will be extended in the event of a possible dispute with the client.

The person concerned has the right to request access to his personal data, rectification of inaccurate or incomplete data, erasure of personal data in compliance with article 17 GDPR or restriction of processing in compliance with article 18 GDPR. The person concerned has also the right to object, to processing of his personal data, in compliance with article 21 GDPR and can request a copy of his data in order to transfer them to another controller. All requests must be made by email to: privacy@janson.be or by registered letter to: Janson (GDPR), Chaussée de La Hulpe 187 à 1170 Bruxelles.

The person concerned has the right to lodge a complaint with a supervisory authority. In Belgium, the supervisory authority is the Commission for the Protection of Privacy (as from 25 May 2018 “the Belgian Data Protection Authority”: www.privacycommission.be).

15.2 The client guarantees that the personal data communicated to Janson for the management and processing of his file are transferred with the consent of the person(s) concerned or based on another lawful basis for data communication and processing. The client guarantees that this communication is compliant with the obligations of the GDPR.

16. Applicable law, jurisdiction and ombudsman service - The legal relationship between Janson and the client is subject to internal Belgian law exclusively. In the event of disputes, the courts of Brussels have exclusive jurisdiction, but Janson reserves the right to bring the case before the court of the domicile or registered office of the client. 

In case of a dispute between Janson and a consumer, the latter can appeal to the Ombudsman Service for Consumer Disputes relating to the Legal Profession, Ligeca, of the Flemish Bar Association or the Ombudsman Service for lawyers of the French-speaking and German-speaking Bars. A complaint is submitted to the respective service:

- by letter (Staatsbladsstraat 8, 1000 Brussels, by fax, (+ 32 (0)2 307 72 21), online using the complaint  form  available  on  the website www.ligeca.be or by email to oca@ligeca.be.

- by letter (Rue Haute 139 bte 20, 1000 Brussels, by fax (+32 (0)2 648 11 67), online using the complaint form available on the website obfg.ligeca.be, or by email to ombudsman@avocats.be.

All information on the operating procedure of this service is available on abovementioned website.

Janson reserves the right to refuse the appeal to this type of extrajudicial dispute resolution depending on the nature of the dispute.

17. Miscellaneous - The invalidity or unenforceable character of any clause or part of any clause of these General Terms and Conditions does not affect the validity or enforceability of the other provisions. 

If part of a clause is invalid or unenforceable, (the remainder of) the clause remains binding to the extent permitted by mandatory law.