Terms and Conditions

Our relationship with you

    1. We will perform the Services in accordance with applicable professional standards and the legal provisions to which we are subject. You will at all times respect the obligations thereby imposed on us. “Professional Standards” imply the relevant rules of conduct and professional rules applicable to the (directors of) members/partners, directors, employees and/or third parties involved in the execution of the assignment, such as, for example, the rules of organizations such as the “Order of Flemish Bars.”
    1. June Advocaten BV is located at 3360 Korbeek-Lo and with VAT/Ownership number BE0563863275, e-mail: bart@june.estate. The permanent representative is Bart Verdickt.
    1. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or in the form of a joint venture. None of us can bind the other party, unless otherwise expressly agreed upon by each other.
    1. We are permitted to outsource portions of the Services to third parties who may have direct contact with you. Nevertheless, only we will be responsible to you for the Reports (as defined in Article 11), the performance of the Services and the other obligations under this Agreement.
    1. We will not accept any management responsibilities in connection with the Services. We are not responsible for the use or implementation of the outcomes of our Services.

Your responsibilities

    1. You must assign supervision of the Services to a person qualified to do so. You are responsible for all management decisions regarding the Services, the use or implementation of the outcomes of the Services, as well as for determining whether the Services are suitable for your intended purpose.
    1. You must promptly provide us with the information, (help) resources and assistance (including access to information, systems, (office) space and people) that we reasonably require for the provision of the Services.
    1. To the best of your knowledge, all information provided by or on behalf of you (“Client Information”) is accurate and complete in all material respects. Provision to us of Client Information will not infringe the copyright or any other right of a third party.
    1. We may rely on Client Information made available to us and, unless we expressly agree otherwise, we have no responsibility to review or verify it.
    1. You are responsible for your personnel’s compliance with your obligations under this Agreement.

Liability

    1. We shall not be liable to you (and any others for whose benefit Services are provided) for any loss consisting of loss of profits, or any other similar indirect loss or damage, regardless of the possible foreseeability of such loss or damage.
    1. Any liability of June Advocaten BV and/or its employees, shareholders and directors, shall in any event be limited to the amount paid, if any, under the collective insurance policy for professional liability taken out by the Leuven Bar Association.
    1. If we are liable to you (or to others for whose benefit Services are provided) under this Agreement or otherwise in connection with the Services for damages to which other persons have also contributed, we are not jointly and severally liable. Our liability in such case is limited to the portion of the total damages attributable to us, based on the extent to which the circumstances attributable to us contributed to the damages. Any exclusion or limitation of liability of other liable persons shall not affect the foregoing as well as the fact that a claim for compensation for damages is settled or cannot be collected.en. Similarly, if the loss is due to death, dissolution or bankruptcy, or if for any reason another liable person ceases to be liable, or for any other reason can no longer be apportioned among all liable persons, our liability shall be limited to that portion of the total loss attributable to us.
    1. All legal claims relating to the Services or otherwise arising under this Agreement must be filed within 1 month of the date you became aware or could reasonably have become aware of the issue underlying that claim.
    1. You shall exercise your rights of action and recourse, if any, with respect to the Services or otherwise arising under this Agreement only against June Lawyers BV and not against its shareholders, directors, partners or employees.

Indemnification

    1. You shall indemnify us, our subcontractors, our and their members, shareholders, officers, directors, partners or employees to the fullest extent permitted by applicable laws and professional regulations, against all claims by third parties (including your affiliated entities and your other professional advisors) and resulting liabilities, damages, compensation, costs and expenses (including reasonable outside and in-house legal fees) arising out of a third party’s use of, or reliance by a third party on, any Report disclosed to such third party by you, on your behalf or at your request. This indemnification obligation does not apply if we have given that third party express written permission to rely on the Report.

Intellectual rights

    1. During the performance of the Services, we may use data, software, drawings, (utility) models, tools, systems, other methodologies and know-how (the “Material”) that are our property in the context of the Services. Notwithstanding the delivery of Reports, we retain all intellectual property rights in the Material (including any enhancements or knowledge developed during the performance of the Services) and in all of our work files compiled in connection with the Services (but not Client Information reflected therein).
    1. Upon payment for the Services, you are permitted to use the Material contained in the Reports, as well as – as permitted under this Agreement – the Reports themselves.

Secrecy

    1. Except as otherwise permitted under this Agreement, none of us is permitted to disclose the contents of this Agreement to any third party. This includes information provided by or on behalf of the other party that should reasonably be treated as confidential and/or belonging to the other party. However, subject to more stringent laws or regulations, each of us is permitted to disclose such information if it:
      (A) other than by reason of the failure to comply with this Agreement is or becomes generally known; (B) is subsequently received by the recipient from a third party who, to the knowledge of the recipient, does not have a duty of confidentiality to the disclosing party with respect to that information; (C) was already known to the recipient at the time of disclosure or was independently created thereafter; (D) disclosed to the extent necessary to enforce the Recipient’s rights under this Agreement; (E) must be disclosed pursuant to applicable law, court order or professional regulation, or is necessary in the event that the recipient is acting on behalf of himself or herself in disciplinary, criminal or civil proceedings in which such information or material may be material.
    1. Each of us is permitted to use electronic media to correspond or transmit information, such use in itself not constituting a breach of the confidentiality obligations under this Agreement.
    1. Unless prohibited by applicable law, we are permitted to disclose Client Information to and share Client Information within our firm as well as to third parties providing services on our behalf, who may then collect, use, transfer, store or otherwise process (hereinafter collectively “Process”) such Client Information in the various countries in which they operate, and for purposes related to the provision of the Services, in order to comply with applicable professional rules, to prevent conflicts of interest, or for quality and risk management, for financial-administrative purposes and/or for the provision of other support services of an administrative and IT nature (hereinafter collectively ‘Processing Purposes’). You should be aware that third parties/subcontractors may be subject to professional confidentiality obligations that may differ from our professional confidentiality obligations and therefore may offer fewer safeguards in this regard. We are responsible to you for the confidentiality of Client Information. We keep a work file containing copies of relevant documents, which is our property.

Data Protection (GDPR)

    1. You give us express permission for our Office to use this information, and if necessary the personal data cf. Article 4, 1 of the General Data Protection Regulation (hereinafter “the Regulation”, data relating to criminal convictions and offenses cf. Article 10 of the aforementioned Regulation and the special categories of personal data cf. Article 9, 1 that would be included herein, to be processed for one or more specified purposes as defined in the object of the service and the lawyer’s task under item 1. The term “processing” shall mean any operation or set of operations involving personal data or a set of personal data, whether or not carried out by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction of data.
    1. In addition, the lawyer retains the right to process this information for the purpose of its legitimate interests or those of third parties, the exercise of the fundamental right to freedom of expression or information and/or the institution, exercise or substantiation of a legal claim.
    1. The client has the right to address to the lawyer a request for access, correction, deletion, data transfer of his personal data or request for withdrawal of his consent or objection to the processing of his personal data cf. Article 12 of the Regulation.
    1. Our Firm undertakes to provide the Client with a reasoned response to his request within a period of one (1) month. Depending on the complexity of the request(s) and on the number of requests, that deadline may be extended for an additional two (2) months if necessary. This response should state in a reasoned manner why the Firm is (not) responding to the Client’s requested request(s).
    1. If necessary, the lawyer reserves the right to charge a reasonable fee in light of the administrative costs involved in granting the request(s).

Fees and expenses – general

    1. You must pay – as further specified in the engagement letter – our professional fees and specific expenses in connection with the Services. You must also reimburse us for other reasonable expenses incurred during the performance of the Services. Our fees are exclusive of taxes and similar charges, as well as exclusive of any (customs) duties or tariffs imposed in respect of the Services, all of which are payable by you (excluding taxes levied on our profits). Unless otherwise specified in the Engagement Letter, payment shall be made immediately after the invoice date.
    1. We are entitled to charge additional professional fees if events beyond our control (including any act or omission on your part) impair our ability to perform the Services as originally planned, or if you require additional work from us.
    1. If we are required by applicable law, court order or governmental order to provide information or have employees/staff act as witnesses with respect to the Services or this Agreement, you shall reimburse us for all professional hours and expenses (including reasonable outside and in-house legal fees) expended in complying with the request, unless we are a party to the proceedings or are the subject of the investigation.
    1. The firm may charge a success fee according to the result achieved. A success fee will be charged in particular in the context of proceedings, and will be determined on the basis of the following percentages and modalities: at the termination of its intervention, regardless of when this moment occurs, the firm will take into account a success fee if the proceedings are won or upon the conclusion of an amicable agreement for the client. If proceedings are lost, the final fee will be limited to the fee estimated on the basis of the time spent in the case and the possible urgency of the services rendered, in accordance with Article 466ter of the Judicial Code. When the stake is monetizable, the success fee is set at a degressive percentage per tranche of the stake, as follows: from 10,000 EUR to 50,000 EUR: 15% (representing 7,500 EUR for 50,000 EUR), from 50,000.01 EUR to 100,000 EUR : 12.5% (representing 13. 750 EUR for 100,000 EUR, from 100,001 EUR to 500,000 EUR: 10% (equivalent to 53,750 EUR for 100,000 EUR), from 500,001 EUR to 1,000,000 EUR: 7.5% (equivalent to 91,250 EUR for 1,000,000 EUR), from 1,000,001 EUR to 2,500,000 EUR: 5% (equivalent to 166,250 EUR for 2,500,000 EUR), above 2,500,000 EUR: 3%. The amount that serves as the basis for calculating this success fee is either the amount obtained and received by the plaintiff client after negotiations or proceedings, or the amount saved by the defendant client in relation to the real importance of the case, i.e. the amount that could reasonably be claimed by the opposing parties (principal claims and counterclaims), irrespective of whether this saving is the result of proceedings or negotiations. The result is charged only from a profit or savings of at least EUR 10,000. The fee is calculated on the total amount of principal, interest and accessoria of all kinds. The success fee will be halved, without being able to be less than the basic fees, which constitute a minimum, if, outside of all prior negotiations, payment is made after the sending of a notice of default or subpoena, before the initiation hearing, as well as for the part of the debt claim that was awarded by a court decision but cannot be collected. The basic fees already collected will be deducted from this success fee. If this success fee is less than the basic fees, only the latter are payable. In the event of a favorable outcome, the fee rates in all other cases may be increased by a maximum of 100%.

Mandatory Disclosure Regime (DAC6)

    1. In 2018, the EU amended Council Directive 2011/16/EU on administrative cooperation in the field of taxation to introduce Mandatory Disclosure regime (MDR). The Directive required the 28 EU member states to transpose MDR into national law by Dec. 31, 2019. In Belgium, the directive is implemented in law of Dec. 20, 2019. Transposition into national legislation and additional directives results in national differences, some of them significant. MDR requires intermediaries meeting certain EU liaison criteria to report to relInevant tax authorities certain cross-border constructions that contain one or more substantive features from a prescribed list. If there is no intermediary that meets the EU liaison criteria or there are EU intermediaries that are exempt from reporting obligations due to professional secrecy, the reporting obligation rests with the taxpayer. The reported constructions will in most cases be exchanged automatically between the tax authorities of EU member states.
    1. One of the essential characteristics is met when the taxpayer involved or a participant in the arrangement submits to a confidentiality commitment that prevents it from disclosing how the arrangement can secure a tax advantage vis-à-vis other intermediaries or the tax authorities. June Lawyers BV does not impose a confidentiality obligation on its clients regarding tax advice, but we recommend checking contractual agreements with third parties, if this has not already been done.
    1. The reporting includes details of the taxpayers involved and the cross-border construction in question. According to national legislation and an additional communication from the Belgian Federal Public Service Finance published on June 3, 2020, reports related to the transition period (June 25, 2018 to June 30, 2020) must be reported by Feb. 28, 2021; reports related to the deferral period (July 1, 2020 to Dec. 31, 2020) must be reported within 30 days as of Jan. 1, 2021; as of Jan. 1, 2021, reporting is required within 30 days of certain trigger events.
    1. We are exempt from the obligation to report constructions, as legal professional secrecy applies to our advice and this based on Article 458 of the Belgian Criminal Code and a formal communication from our professional organization, Bar Association.
    1. If there is a reportable cross-border construction, but our firm is not required to report on it, we are required to notify any third-party intermediaries, or if there are none, you, that they or you are required to do the reporting. We will share with you the information we deem relevant for reporting in the sense of Article 9 of the Belgian law.
    1. Other service providers to whom we outsource certain parts of the services may be required to provide reporting. Such other service provider will determine at their discretion whether they are required to report such cross-border construction covered by the services to the tax authority.
    1. Please note that we can assist you with regard to MDR counseling. If applicable and requested, we can also act on your behalf and on your behalf to perform necessary reporting through a specific power of attorney. In that case, we will charge for the additional time involved on our usual basis. We are happy to discuss estimated costs with you at the time such matter is identified.

Force majeure

    1. Neither you nor we shall be liable for any breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control. Force majeure exists, for example, when the government imposes a lock down due to a civil emergency, a general power outage, death of a partner or employee, restrictions due to a pandemic, hacking, phishing, randsomware, fire, flood, lightning or any other similar natural phenomenon.

Duration and termination

    1. This Agreement applies to the Services (including those already provided prior to the date of this Agreement).
    1. This Agreement shall terminate upon completion of the Services. Each of us is permitted to terminate this Agreement or certain Services early upon 30 days written notice. In addition, we may terminate this Agreement or certain Services in writing with immediate effect if we reasonably and fairly determine that we are no longer able to provide the Services in accordance with applicable law or applicable professional rules.
    1. You must pay us for all work in progress, Services already performed and expenses incurred by us up to and including the date of effective termination of this Agreement.
    1. Our respective confidentiality obligations under this Agreement and the other provisions of this Agreement that confer rights or obligations on the parties after the termination thereof shall continue in effect indefinitely after the termination of this Agreement.

Applicable law and dispute resolution

    1. This Agreement, as well as any non-contractual matters or obligations arising out of this Agreement or the Services, shall be governed by and construed in accordance with Belgian law.
    1. Unless expressly provided otherwise in the Cover Letter or the Engagement Letter, all disputes relating to or arising from this Agreement and/or the Services, as well as services subsequently performed at your request, shall in the first instance be subject to voluntary mediation and, if such mediation is not successful within 60 days from the request thereto by the most diligent party, to the exclusive jurisdiction of the courts of the judicial district of Hasselt.
    1. If the client believes that the lawyer has acted unlawfully with respect to the processing of personal data, or has not or has not adequately complied with the request(s) addressed to the lawyer, the client may complain to the national data protection authority. This can be done through the following contact details: Commission for the Protection of Privacy, Drukpersstraat 35, 1000 Brussels, Tel +32 (0)2 274 48 00, Fax +32 (0)2 274 48 35, commission(at)privacycommission.be

Other provisions

    1. This Agreement contains the entire agreement made between us with respect to the Services and other matters governed therein, and supersedes all prior agreements, understandings and commitments related thereto, including any previously agreed upon confidentiality agreements.
    1. Both parties are permitted to sign this Agreement and amendments thereto electronically. Also, each of us is permitted to sign another copy of the same document. Amendments to this Agreement must be agreed to by both of us in writing.
    1. Each of us represents that the person signing this Agreement has express authority to sign it and thereby bind us, as well as our affiliated entities or others for whom Services are performed, to its terms. You represent that your affiliated entities and any others for whose benefit Services are provided will be bound by the terms of this Agreement.
    1. You agree that we and our subcontractors are permitted to perform work for other clients, including your competitors, in compliance with our professional regulations.
    1. Except for our right to seek payment of our fees and expenses, none of us shall be permitted to assign our rights, obligations or claims under this Agreement in any manner.a
    1. If any provision of this Agreement is found to be illegal, invalid or otherwise unenforceable (in whole or in part), the remaining provisions shall remain in full force and effect.
    1. If there is a conflict between provisions in different sections of this Agreement, those sections will take precedence as follows (unless otherwise expressly agreed): (a) the Engagement Letter, (b) these Terms and Conditions; and (c) other Annexes to this Agreement.
    1. Neither of us is permitted to use or refer to the name, logos or trademarks of the other without its prior written consent, except that we may use your name in order to identify you as one of our clients.a

Our Personal Data Processing Policy can be accessed at https://june.estate/june-staging/privacy-policy/.