General conditions

Amsterdam Office

These general conditions set forth the terms and conditions under which HOYNG ROKH MONEGIER LLP, a Limited Liability Partnership under the law of England and Wales (“HOYNG ROKH MONEGIER” or “the Firm”) accepts and performs all of the assignments performed through the Amsterdam office of HOYNG ROKH MONEGIER.

1. Scope of representation
HOYNG ROKH MONEGIER undertakes to represent the client solely in connection with the matter(s) described in an engagement letter. In the event that the client requests HOYNG ROKH MONEGIER to undertake additional matters or that the scope of the representation is expanded, such additional representation will be governed by these general conditions, unless parties agree otherwise in writing. HOYNG ROKH MONEGIER’s representation will be deemed concluded at the time that HOYNG ROKH MONEGIER has rendered the final bill for services on the matter described in the engagement letter or any such additional matter.

HOYNG ROKH MONEGIER’s representation is limited to the person or entity specifically mentioned in the engagement letter, whether or not that person or entity is responsible for the payment of any fees incurred. HOYNG ROKH MONEGIER’s representation of a corporation, partnership, joint venture, trade association, or the entity does not include or imply a representation of the interests of the individuals or entities that are shareholders, directors, or officers of a corporation, its parent, subsidiaries or affiliates; partners of a partnership or a joint venture; or members of a trade association or other organization. HOYNG ROKH MONEGIER’s professional responsibilities are owed only to the person or entity that is the client of HOYNG ROKH MONEGIER. There is no attorney-client relationship between HOYNG ROKH MONEGIER and other persons or entities.

All client assignments are considered by HOYNG ROKH MONEGIER to have been given to it as an organization, even if it is the express or implicit intent that an assignment will be performed by a specific person. The operation of Article 7:404 of the Dutch Civil Code, which addresses the last mentioned case, and the operation of Article 7:407 paragraph 2, which creates a joint or several liability in those cases in which an assignment is given to two or more persons, are excluded.

2. Fees for legal services
Unless otherwise agreed, HOYNG ROKH MONEGIER’s fees for legal services rendered are based on the hourly billing rates for attorneys, paralegals, other non-lawyer professionals and staff assigned to the matter. HOYNG ROKH MONEGIER’s hourly rates may be adjusted from time to time.

3. Costs and expenses
Certain costs and expenses incurred by HOYNG ROKH MONEGIER on the client’s behalf will be billed monthly to the client. These costs include, but are not limited to, courier charges, translation costs, travel and lodging charges, court- and bailiff costs, and reimbursements for other costs, which have been paid initially by HOYNG ROKH MONEGIER.

In addition to the fees, there will be a surcharge of 6% of the fees charged to cover general office expenses, such as telephone charges, photocopying charges, facsimile transmission and costs incurred in computerized research. Not included in the surcharge are the making of photocopies beyond a normal average or overtime by secretaries.

4. Billing
Unless otherwise agreed, invoices for legal services, including fees, costs and expenses, will be billed on a monthly basis. Each invoice is due and payable within thirty days of the invoice date. HOYNG ROKH MONEGIER reserves the right to postpone or defer providing additional services or to discontinue the representation if billed amounts are not paid when due. Clients shall promptly discuss any questions or concerns they have about invoices with the Firm’s accounting department or with the member of the Firm in charge of the representation.

5. Termination
Upon termination of the representation, papers and property of the client will be returned to the client. HOYNG ROKH MONEGIER’s files pertaining to the matter will be retained. These files include, for example, correspondence, legal documents, Firm administrative records, time and expense reports, and credit and accounting records; and a copy of internal lawyers’ work product such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, prepared by or for the internal use of lawyers on the matter. At the request of the client, such work product will be promptly supplied to the client upon receipt of payment for outstanding fees and costs.

6. Limitation of liability
If, in the context of the performance of an assignment of a client, an event occurs which leads to liability, then such liability will be limited to the amount or amounts, to which the professional liability insurance taken out by HOYNG ROKH MONEGIER provides coverage including the deductible which HOYNG ROKH MONEGIER carries in connection with such insurance. Such event includes a failure to act.

If, by or in connection with the performance of an assignment of a client or otherwise, damage is caused to persons or property, for which HOYNG ROKH MONEGIER is liable, then the liability will be limited to the amount or amounts, to which the third party indemnity insurance taken out by HOYNG ROKH MONEGIER provides coverage including the deductible which HOYNG ROKH MONEGIER carries in connection with such insurance.
Any and all claims for damages shall expire after a period of one year from the day following the day on which the client reasonably became aware of the damages and of the potential liability of HOYNG ROKH MONEGIER.

It is possible that persons engaged in connection with the performance of an assignment of a client may wish to limit their liability in connection therewith. HOYNG ROKH MONEGIER proceeds from the assumption and stipulates hereby that all assignments given to it by clients include the authority to accept such a limitation of liability also on behalf of those clients.
If the performance of an assignment of a client entails the engagement of a person residing inside or outside the Netherlands, who has no connection to HOYNG ROKH MONEGIER, HOYNG ROKH MONEGIER shall not be liable for failures of such person in connection with its services in the context of the performance of the assignment.

7. Miscellaneous
The relationship between HOYNG ROKH MONEGIER and its clients will be governed by Dutch law.
Pursuant to applicable legislation (including the Act on the Prevention of Money Laundering and Terrorist Financing (Wet ter voorkoming van witwassen en financieren van terrorisme), HOYNG ROKH MONEGIER is obliged to verify the identity of its clients and to report certain unusual transactions to the authorities under certain circumstances. By instructing HOYNG ROKH MONEGIER, clients confirm they are aware of this obligation and give their permission, insofar as this is required.

Unless otherwise mandatory prescribed by the applicable law, any dispute concerning the representation by HOYNG ROKH MONEGIER in relation to the matter(s) specified in the engagement letter shall be determined by binding arbitration under the arbitration rules of the NAI (Netherlands Arbitration Institute) by one arbitrator appointed in accordance with said Rules. Any such arbitration shall be held in Amsterdam. The arbitrator shall have the discretion to order that the costs of arbitration, including fees, other costs and reasonable attorney’s fees, shall be borne by the losing party. The parties agree that all information concerning the fact, substance or result of any such arbitration shall remain confidential and not be disclosed except to the extent necessary to enforce the arbitration award or otherwise required by law. If, according to the applicable law, any dispute regarding the matter(s) specified in the engagement letter has to be mandatory settled by the civil courts, only the courts of The Netherlands will have jurisdiction over any such dispute.

Not only HOYNG ROKH MONEGIER, but also those who are involved in the performance of any assignment of a client, can invoke the provisions set out in these general conditions. The same applies to former members and associates, including their respective heirs, if they are held liable after they have terminated their practice with HOYNG ROKH MONEGIER.
These general conditions are available in the Dutch and English language. In the case of any discrepancy as to the contents and purport of these conditions, the Dutch text will prevail.
The client’s instruction of HOYNG ROKH MONEGIER constitutes the client’s acceptance of the foregoing terms and conditions.

HOYNG ROKH MONEGIER's attorneys are registered with the Dutch Bar Association (Nederlandse Orde van Advocaten).

HOYNG ROKH MONEGIER LLP is located in Amsterdam and registered with the Trade Register under no. 51376350.

Brussels Office

Unless stipulated otherwise in the Engagement letter, these general conditions set forth the terms and conditions under which HOYNG ROKH MONEGIER LLP, a Limited Liability Partnership under the law of England and Wales (“HOYNG ROKH MONEGIER” or “the Firm”) accepts and performs all of the assignments performed through the Brussels’ office of HOYNG ROKH MONEGIER.

1. Scope of representation
HOYNG ROKH MONEGIER undertakes to represent the client in connection with the matter(s) described in an engagement letter. In the event that the client requests HOYNG ROKH MONEGIER to undertake additional matters, such additional representation will also be governed by this engagement letter and these general conditions, unless parties agree otherwise in writing.

All client assignments are considered by HOYNG ROKH MONEGIER to have been given to it as an organization, even if it is the express or implicit intent that an assignment will be performed by a specific person. HOYNG ROKH MONEGIER may call upon its lawyers and employees to perform services under the Engagement Letter. HOYNG ROKH MONEGIER shall remain responsible for all services rendered by its lawyers and employees. If in agreement with the client, third parties are called upon to render services, HOYNG ROKH MONEGIER shall not be liable for these third parties.

2. Fees for legal services
Unless agreed otherwise, HOYNG ROKH MONEGIER’s fees for legal services rendered are based on the hourly billing rates for attorneys, paralegals, other non-lawyer professionals and staff assigned to the matter. HOYNG ROKH MONEGIER’s hourly rates may be adjusted yearly.

3. Costs and expenses
In addition to the fees, there will be a surcharge of 6% of the fees charged to cover general office expenses, such as telephone charges, photocopying charges, facsimile transmission and costs incurred in computerized research. Not included in the surcharge are the making of photocopies beyond a normal average or overtime by secretaries.

Certain costs and expenses incurred by HOYNG ROKH MONEGIER on the client’s behalf will be billed monthly to the client. These costs include (but are not limited to) special courier charges, translation costs, travel and lodging charges, court- and bailiff costs, and reimbursements for other costs, which have been paid initially by HOYNG ROKH MONEGIER.

4. Billing
Unless agreed otherwise, invoices for legal services, including fees, costs and expenses, plus VAT (unless not applicable), will be billed on a monthly basis. Each invoice is due and payable within thirty days of the invoice date. HOYNG ROKH MONEGIER reserves the right to postpone or defer providing additional services or to discontinue the representation if billed amounts are not paid when due. Clients shall promptly discuss any questions or concerns they have about invoices with the Firm’s accounting department or with the member of the Firm in charge of the representation.

5. Limitation of liability
If, in the context of the performance of an assignment of a client, an event occurs which leads to liability of HOYNG ROKH MONEGIER, then such liability will be limited to the amount or amounts, to which the professional liability insurance taken out by HOYNG ROKH MONEGIER provides coverage including the deductible which HOYNG ROKH MONEGIER carries in connection with such insurance. If, for whatever reason, the insurer makes no payment under the insurance policy referred to above, any liability by HOYNG ROKH MONEGIER shall be limited to a maximum of 500.000 €.

6. Miscellaneous
The relationship between HOYNG ROKH MONEGIER and its clients will be governed by Belgian law.

Pursuant to applicable legislation, HOYNG ROKH MONEGIER is obliged to verify the identity of its clients and to report certain unusual transactions to the authorities under certain circumstances. By instructing HOYNG ROKH MONEGIER, clients confirm they are aware of this obligation and give their permission, insofar as this is required.

Unless otherwise mandatory prescribed by the applicable law, any dispute concerning the representation by HOYNG ROKH MONEGIER in relation to the matter(s) specified in the engagement letter shall be determined by binding arbitration under the arbitration rules of the CEPANI by one arbitrator appointed in accordance with said Rules. Any such arbitration shall be held in Brussels. The arbitrator shall have the discretion to order that the costs of arbitration, including fees, other costs and reasonable attorney’s fees, shall be borne by the losing party. The parties agree that all information concerning the fact, substance or result of any such arbitration shall remain confidential and not be disclosed except to the extent necessary to enforce the arbitration award or otherwise required by law. If, according to the applicable law, any dispute regarding the matter(s) specified in the engagement letter has to be mandatory settled by the civil courts, only the courts of Belgium will have jurisdiction over any such dispute.

Not only HOYNG ROKH MONEGIER, but also those who are involved in the performance of any assignment of a client, can invoke the provisions set out in these general conditions. The same applies to former members and associates, including their respective heirs, if they are held liable after they have terminated their practice with HOYNG ROKH MONEGIER.

 

Madrid Office

These general conditions are applicable to all the services, subject to the Spanish Law, which are performed by the Madrid office of HOYNG ROKH MONEGIER LLP (from now on simply referred to as HOYNG ROKH MONEGIER), a Limited Liability Partnership under the law of England and Wales.
1. Scope of representation
HOYNG ROKH MONEGIER undertakes to represent the client solely in connection with the matter(s) described in an engagement letter. In the event that the client requests HOYNG ROKH MONEGIER to undertake additional matters or that the scope of the representation is expanded, such additional representation will be governed by these general conditions, unless parties agree otherwise in writing. HOYNG ROKH MONEGIER’s representation will be deemed concluded at the time that HOYNG ROKH MONEGIER has rendered the final bill for services on the matter described in the engagement letter or any such additional matter.
HOYNG ROKH MONEGIER’s representation is limited to the person or entity specifically mentioned in the engagement letter, whether or not that person or entity is responsible for the payment of any fees incurred. HOYNG ROKH MONEGIER’s representation of a corporation, company, partnership, joint venture, trade association, or Temporary joint Venture does not include or imply a representation of the interests of the individuals or entities that are shareholders, directors, or officers of a corporation, its parent, subsidiaries or affiliates; partners of a partnership or a joint venture; or members of a trade association or other organization. HOYNG ROKH MONEGIER’s professional responsibilities and obligations arising from an attorney-client relationship are owed only to the person or entity that is the client of HOYNG ROKH MONEGIER. HOYNG ROKH MONEGIER does not acquire responsibilities or obligations arising from an attorney-client relationship before any other persons or entities.

All client assignments are considered by HOYNG ROKH MONEGIER to have been given to it as an organization, even if it is the express or implicit intent that an assignment will be performed by a specific person.

2. Fees for legal services
Unless otherwise agreed, HOYNG ROKH MONEGIER’s fees for legal services rendered are based on the hourly billing rates for attorneys, paralegals, other non-lawyer professionals and staff assigned to the matter, in light of the services rendered. HOYNG ROKH MONEGIER’s hourly rates may be modified from time to time.

3. Costs and expenses
Costs and expenses incurred by HOYNG ROKH MONEGIER on the client’s behalf will be billed monthly to the client. These costs include, but are not limited to, courier charges, translation costs, travel and lodging charges, notarial fees, register fees and judicial taxes, as well as reimbursements for any other costs which may have been paid initially by HOYNG ROKH MONEGIER.

4. Billing
Unless otherwise agreed, invoices for legal services, including fees, costs and expenses, will be billed on a monthly basis. Each invoice is due and payable within thirty days of the invoice date. HOYNG ROKH MONEGIER reserves the right to postpone or defer providing additional services or to discontinue the representation if billed amounts are not paid when due, always within the applicable professional and deontological rules. Clients shall promptly discuss any questions or concerns they have about invoices with the Firm’s accounting department or with the member of the Firm in charge of the representation.

5. Termination
Upon termination of the representation, all original documents and other properties of the client, which are still in possession of HOYNG ROKH MONEGIER, will be returned to the client. HOYNG ROKH MONEGIER’s files pertaining to the matter will be retained. These files include, for example, correspondence, legal documents, Firm administrative records, time and expense reports, and credit and accounting records; and a copy of internal lawyers’ work product such as drafts, writs, notes, internal memoranda, and legal and factual research, including investigative reports, prepared by or for the internal use of lawyers on the matter. If it is needed by the client and requested on writing, such work product will be sent to the client as soon as possible.

6. Limitation of liability
If, in the context of the performance of an assignment of a client, an event occurs which causes damages to the client, for causes attributable to HOYNG ROKH MONEGIER, including actions or failures to act, any liabilities arising from such event will be limited to the amount or amounts, to which the professional liability insurance taken out by HOYNG ROKH MONEGIER provides coverage, including the deductible which HOYNG ROKH MONEGIER carries in connection with such insurance.

If, by or in connection with the performance of an assignment of a client or otherwise, damage is caused to persons or property, for which HOYNG ROKH MONEGIER is liable, then the liability will be limited to the amount or amounts, to which the third party indemnity insurance taken out by HOYNG ROKH MONEGIER provides coverage including the deductible which HOYNG ROKH MONEGIER carries in connection with such insurance.

Any and all claims for damages shall expire after a period of one year from the day following the day on which the client reasonably became aware of the damages and of the eventual liability of HOYNG ROKH MONEGIER.

HOYNG ROKH MONEGIER will not be liable for the advice or services provided to the client by third party professionals with the client’s authorization, even if such services are provided in the context of the performance of the assignment given to HOYNG ROKH MONEGIER.

7. Miscellaneous
The relationship between HOYNG ROKH MONEGIER and its clients will be governed by Spanish law.

Pursuant to applicable legislation about the Prevention of Money Laundering and Terrorist Financing, HOYNG ROKH MONEGIER is obliged to verify the identity of its clients and its transactions and activities. The client undertakes to provide HOYNG ROKH MONEGIER any information required to such purposes.

HOYNG ROKH MONEGIER is also obliged to notify the Executive Service for the Prevention of Money Laundering (SEPBLAC from its initials in Spanish: Servicio Ejecutivo de Prevención del Blanqueo de Capitales) any action or transaction suspected to be or certainly related to money laundering or the financing of terrorism.

Any dispute or claim that may arise concerning the interpretation or performance of the services provided by HOYNG ROKH MONEGIER to the client is expressly submitted to the jurisdiction of the Spanish Courts.

These general conditions are available in the Spanish and English languages. In the case of any discrepancy as to the contents and purport of these conditions, the Spanish text will prevail.

The client’s request and instructions to HOYNG ROKH MONEGIER for the performance of the assignment necessarily imply the client’s acceptance of the foregoing terms and conditions.
HOYNG ROKH MONEGIER’s attorneys are registered with The Bar Associations of Madrid and Barcelona.