Trialys law firm is a cost-sharing partnership of lawyers having elected to organize the rendering of their services in common in order to facilitate the practice of their profession.

Unless otherwise expressly agreed these general terms and conditions shall govern all services performed by a lawyer of the firm, whether such services consist in a legal advice, assistance in the context judicial or extrajudicial proceedings or in the context of a transactional matter.

Article 1

In these general terms and conditions, “Trialys” means the lawyer of the firm with whom the contractual relationship has been established in accordance with a letter of engagement or, in the absence of such letter, the lawyer consulted by the client who has dealt with the matter under his/her signature (dominus litis).

Article 2

Unless otherwise agreed in the letter of engagement (or in another written form) concluded between Trialys and the client, the provision of services by Trialys shall be governed by these general terms and conditions excluding any other general or particular terms and conditions.

Article 3

All services are performed by Trialys for the exclusive benefit of its clients only. Third parties shall not be entitled to any rights or privileges deriving from the services performed, nor from the ensuing results.

Article 4

While providing its services, Trialys is expressly authorized to subcontract as may be necessary legal or non-legal tasks to external providers.

Article 5

The total liability of Trialys with respect to the services provided is limited to the coverage of the professional civil liability insurance of the lawyer referred to in article 1 hereinabove which shall be no less than EUR 1,250,000 and can be up to EUR 16,250,000 for certain lawyers.

Should the provided services not be covered for any reason whatsoever, Trialys’ liability towards its client shall be limited to two (2) times the total amount of the fees invoiced by Trialys and effetely paid by the client with a maximum of EUR 125,000.

Article 6

1. Anti-money laundering (AML) and Know your customer (KYC)
   Belgium and Luxembourg have adopted laws and regulations relating to the fight against money laundering and terrorism financing which require Belgian and Luxembourg lawyers, when entering into a business relationship, to:
   • identify and obtain sufficient information on their clients;
   • understand the structure of the contemplated transaction(s);
   • verify the origin of the funds to be used in the contemplated transaction(s);
   • verify the destination of the investments and funding made in the contemplated transaction(s); and where relevant
   • verify the identification of the clients’ attorneys, together with an evidence of their powers of representation (such information may be documented under the form of written documentation which may also be subject, when need arises, to public legalization and certification).

   By hiring Trialys, clients are deemed having expressly undertaken to fully cooperate and in a timely manner in order to fulfil Trialys’ AML/KYC duties. In particular, but not only, clients will be bound to disclose to Trialys the identity of the ultimate beneficial owner(s) of the transaction, case or matter on which Trialys’ professional assistance is sought and of any changes in ultimate beneficial ownership which could occur in the course of the relationship with Trialys. Clients may be requested and are deemed to have accepted to sign any certificate or document which may be required for that purpose. In case Trialys considers that it cannot fulfil its AML/KYC duties in a satisfactory manner, it reserves the right to suspend and/or terminate the assignment at any time and without prior notice.

   AML/KYC duties of Trialys entail the obligation, in certain circumstances and under certain conditions, to report any activities in case of suspicion that funds or other assets are the subject of money laundering. In the event that Trialys has any such suspicion, the legal obligation incumbent of Trialys to report the contentious activities to the authorities will prevail. This legal duty overrides any duty of secrecy that Trialys owes its clients. Trialys will incur no liability whatsoever for any loss which may arise, directly or indirectly, as a result of any such disclosure to the authorities.

   Clients may not remit funds to Trialys until they have provided Trialys with all money laundering identity evidence which has been requested from them, nor request any third party to perform payments on Trialys’ bank accounts without Trialys’ prior written approval.

2. Retainers
   Any file opening may give rise to a retainer request. Any such retainer is payable upfront upon opening of the file and prior to the performance of any service. In the event of several files handled for the same client, the retainer can either be linked to one or more specific matters, or be fixed globally taking into account the volume of the matters. The retainer can be reviewed at any time in the course of the performance of the attributed mandate depending on the level of work already performed and/or of the expected work for the future.
3. Fees
   Unless otherwise agreed in writing with the client, fees shall be calculated by multiplying the number of hours performed by the hourly rate of Trialys’ team members increased with a 7% charge to cover administrative and overhead costs.
4. Invoicing
   Fees, costs and disbursements shall in principle be invoiced on a monthly basis. Invoices containing the detail of the work performed and disbursements incurred are payable immediately upon receipt and shall be automatically increased in case of non-payment after 30 days with late interests calculated at a rate of 10% per annum.
5. VAT
   Invoices raised by Trialys are subject to VAT calculated at a rate of 21% for Belgium and 17% for Luxembourg. Clients are requested to mention any VAT exemptions they would benefit from at the same time they communicate their invoicing details to Trialys (see article 6.1 above).
6. Claims
   Trialys must be notified in writing of any claim regarding an invoice or the services to which it relates within 30 days of the date specified on the relevant invoice. If no claim is made within that timeframe the client shall be deemed to have accepted that the invoice is correct as well as the thereto relating services.

Article 7

Unless otherwise agreed in writing, the obligations of Trialys are obligations of means (‘obligations de moyen’). Trialys shall suffer no liability in case of force majeure or of a foreign or third party cause. Trialys shall exercise due diligence when engaging the services of external service providers (including, without being limited to, foreign lawyers, notaries, auditors, accountants, bailiffs, experts, consultants, postal or delivery services or banks or financial institutions). Trialys shall incur no liability for any errors or inadequacies on the part of such external service providers.

Article 8

Trialys shall not be held liable in any manner in connection with the performance of its services or the preservation of the documents, after five (5) years, this period starting from the earliest of the completion of its mission or the end of any eventual letter of engagement with the client.

Article 9

Trialys shall not be held liable in any manner in connection with the performance of its services or the preservation of the documents, after five (5) years, this period starting from the earliest of the completion of its mission or the end of any eventual letter of engagement with the client.

Article 10

Claims associated with the tasks performed by Trialys can only be directed against Trialys itself. However, to the extent that the law or any other circumstance whatsoever would allow that partners, associates and personnel of Trialys can also be held responsible, these general terms and conditions will also apply in favour of these partners, associates and personnel.

Article 11

Trialys is subject to professional secrecy and deal with all information relating to its clients and business activities in a confidential manner, except where (i) Trialys is obliged either by the law or by an administrative or judicial authority to disclose such information or (ii) the disclosure is expressly authorised by the relevant client. The same principles apply to the information relating to the ultimate beneficial owner(s) that Trialys may be required to collect in accordance with Article 6.1 of these general conditions.
Without prejudice to the foregoing, Trialys may, with the prior and express agreement of the client concerned, be authorized to disclose the identity of its client in the context of a particular transaction and to provide general information only about the characteristics of the client. the transaction, as well as a brief description of the services provided, in order to promote its activity and expertise.

Article 12

Trialys owns and retains full ownership of all intellectual and other proprietary rights in relation to any legal advice, opinion or other work performed by its lawyers under any form whatsoever. Further, all correspondence and other documents (including those in electronic form) produced or generated by Trialys in relation to an engagement, other than the versions of such documentation provided to the client in the course of the engagement, shall remain Trialys’ sole property. Furthermore, Trialys shall be entitled to retain one copy of any documents (including those in electronic form) provided to it in connection with an engagement for regulatory or internal record-keeping purposes, in accordance with its Privacy Notice.

Article 13

If a provision of these terms and conditions is held to be inapplicable, the other provisions shall not be affected and shall be interpreted as if this provision was non-existent, provided that, in this case, these terms and conditions shall be interpreted, as far as possible, so as to give effect to the meaning and intent of the provision held to be inapplicable.

Article 14

1. Applicable law
   The legal relationship between Trialys and its clients shall be governed by Belgian or Luxembourg law depending on the place of establishment of the lawyer consulted. In the event that the lawyer consulted is established both in Brussels and in Luxembourg, the applicable law shall be determined as follows: Belgian law shall be applicable to files governed by Belgian law handled and invoiced by the Brussels office; Luxembourg law shall be applicable to files governed by Luxembourg law handled and invoiced by the Luxembourg office.
2.  Jurisdiction
   The courts in Brussels are competent to settle disputes relating to the legal relations governed by Belgian law and the courts in Luxembourg are competent to settle disputes relating to the legal relations governed by Luxembourg law as defined in the previous paragraph.