All services and assignments (the “Instructions”) entrusted to Clarity Legal BV (“Clarity Legal”) shall be governed exclusively by these General Terms and Conditions. By conferring Instructions to Clarity Legal, the client acknowledges having read, understood, and accepted these General Terms and Conditions. These terms apply to all current and future Instructions, unless otherwise agreed in writing.
Clarity Legal shall carry out the Instructions with due care and in accordance with its professional obligations. Clarity Legal may, where appropriate, entrust the performance of the Instructions, as a whole or in part, to internal or external lawyers or other professionals, without prejudice to the continued application of these General Terms and Conditions. With the client’s prior consent, Clarity Legal may also involve third-party experts when such involvement is deemed necessary or useful for the proper execution of the Instructions. Clarity Legal will make reasonable efforts to respect agreed timelines. However, Clarity Legal shall not be liable for any delay caused by the client, by third parties, or by force majeure. All legal services provided are subject to the applicable provisions of the Judicial Code and to the professional and ethical rules of the relevant bar associations, as published on www.ovb.be and www.avocats.be
The client shall, promptly and without the need for reminder, provide Clarity Legal with all information required for the proper execution of the Instructions, including accurate identification information and complete details of the client’s objectives. Where the client is a legal entity, it shall designate a single representative as the primary contact for communication with Clarity Legal.
The client warrants that all information, data, and documents supplied to Clarity Legal are truthful, accurate, up-to-date, and complete. The client undertakes to cooperate fully and in a timely manner. Any failure by the client to cooperate, to provide the required information, or to do so within a reasonable time, entitles Clarity Legal to its discretion, to suspend the performance of its services or to withdraw from the Instructions entirely.
Clarity Legal shall not be liable for any damage, loss, cost, or prejudice resulting from such suspension or withdrawal. The client shall compensate Clarity Legal for any damage suffered because of the client’s failure to cooperate, including any consequences arising under the Belgian Act of 18 September 2017 on the prevention of money laundering and terrorist financing, as amended from time to time.
Clarity Legal calculates its fees on the basis of hourly rates or according to another fee arrangement expressly agreed with the client. The applicable hourly rate may take into account, among other factors, the seniority and specialization of the lawyer(s) involved, the result achieved, the importance of the matter, its urgency, and any specific or exceptional characteristics of the assignment.
Clarity Legal may request the client to pay one or more retainers prior to or during the performance of the Instructions. Invoices are generally issued periodically, depending on the progress of the matter. However, in certain cases, invoicing may occur only after (partial) completion of the Instructions. Each invoice will be accompanied by a detailed statement describing the services rendered and the costs incurred.
All out-of-pocket expenses, including but not limited to bailiff fees and disbursements, taxes charged by bailiffs, and court-related costs, shall be charged to the client.
Invoices or payment requests relating to fees and costs issued by Clarity Legal must be paid within fifteen (15) days of the invoice date. In the event of late payment, interest on arrears of 11% per year shall be due automatically and without prior notice, calculated from the invoice date. If payment is not made within the same fifteen (15) day period, the invoice amount shall also be increased by a lump-sum indemnity of 10%, with a minimum of EUR 100, to cover recovery and administrative costs.
In the event of non-payment within the above payment period, Clarity Legal may, at its discretion, suspend the performance of its services, in whole or in part, or withdraw from the Instructions entirely, without prior notice and without incurring liability for any resulting damage or loss.
All agreements, consultations, opinions, written documents, and any other work product produced by Clarity Legal in the context of the Instructions are protected by intellectual property rights and remain the property of Clarity Legal. Such materials may not be used, reproduced, or disclosed, in whole or in part, without the prior express written consent of Clarity Legal, except where their disclosure is strictly necessary for the implementation of the client’s Instructions..
Clarity Legal shall perform the Instructions in compliance with the confidentiality obligations set out in the Judicial Code and the professional and ethical rules of the competent bar associations. Confidential information concerning the client may, however, be disclosed to Clarity Legal’s insurers, auditors, or regulatory reviewers, or to any third party where such disclosure is required by law or by mandatory regulatory provisions.
8.1. If Clarity Legal incurs liability while performing the Instructions, such liability shall in all cases be limited to the amount actually paid under Clarity Legal’s professional liability insurance, including judicial assistance costs. If, for any reason, the insurer declines coverage, Clarity Legal’s liability shall be limited to the amount of fees paid by the client to Clarity Legal for the services giving rise to the liability, up to a maximum of EUR 250,000.
8.2. Clarity Legal shall not be liable for the acts, errors, or omissions of third parties or experts engaged in the context of the Instructions. Third parties engaged at Clarity Legal’s request may apply their own liability limitations. By entrusting Instructions to Clarity Legal, the client expressly and irrevocably authorizes Clarity Legal to accept such liability limitations and to agree on contractual terms with such third parties on the client’s behalf.
8.3. Insofar as damage to persons or property occurs during the execution of the Instructions and gives rise to liability on the part of Clarity Legal, such liability shall be limited to the amounts covered under Clarity Legal’s general civil liability insurance, excluding any risks not covered or expressly excluded under that policy.
8.4. The limitations of liability set out in this Clause 8 apply not only for the benefit of Clarity Legal but also for the benefit of its shareholders, partners, directors, lawyers, employees, independent collaborators, and any person acting on its behalf.
8.5. Any claim for indemnification shall be considered waived and time-barred if the client does not notify Clarity Legal thereof by registered letter within ninety (90) days of the moment the client became, or reasonably should have become, aware of the fact(s) giving rise to the claim. Such notification must describe in a substantiated manner the alleged breach and provide a documented estimate of the damage claimed. Furthermore, any such claim shall in any event be definitively time-barred unless legal action is brought before the competent authority within one (1) year and ninety (90) days from the moment the client became, or reasonably should have become, aware of the fact(s) giving rise to the claim.
The present General Terms and Conditions may be invoked not only by Clarity Legal, but also by all natural or legal persons working for, with, or on behalf of Clarity Legal, and by any third party engaged in the execution of the Instructions. The benefit of these terms likewise extends to former partners and associates (including their heirs) to the extent that their liability is invoked relating to work carried out while they were associated with Clarity Legal.
Without prejudice to the application of these General Terms and Conditions, Clarity Legal may, orally or in writing, agree with the client on specific contractual conditions (including those relating to conflicts of interest or remuneration). To the extent that such specific conditions have been expressly and unequivocally accepted by the client, they shall prevail over these General Terms and Conditions.
Without being obliged to do so Clarity Legal can, when contracting instructions with its’ clients, whether orally or in written form, include specific conditions, and in particular concerning conflicts of interest or Clarity Legal’s remuneration. To the extent that they have undoubtedly agreed with the client, such specific conditions may deviate from the present general conditions.
Both the client and Clarity Legal may terminate the Instructions at any time, without prejudice to the client’s obligation to pay all fees and costs for services already performed and expenses incurred up to the date of termination. Following termination, Clarity Legal will retain the client’s file for a period of five (5) years. After the expiry of this period, Clarity Legal may, at its discretion, destroy the file without further notice.
The legal relationship between Clarity Legal and its clients, principals, and suppliers, whether Belgian or foreign, shall be governed exclusively by Belgian law. The applicable rules of professional conduct form an integral part of these General Terms and Conditions. Any dispute shall first be submitted to the President of the competent Bar. If no resolution is reached through this preliminary procedure, the dispute may be brought before the competent courts of the judicial district of Brussels, which shall have exclusive jurisdiction