Strelia : Strelia General Conditions

Brussels

1. Strelia SRL (Strelia) is a company under Belgian law, incorporated in the form of a cooperative company with limited liability. Its purpose is the conduct of a practice of law as “avocat”/ “advocaat”. Strelia is registered with the Crossroads Databank of Enterprises (“Banque- Carrefour des Entreprises”/ “Kruispuntbank van Ondernemingen”) under number 0501.600.559 and with the VAT administration under number BE501.600.559.

The registered office of Strelia is located 145 Rue Royale – Koningsstraat, 1000 Brussels (Belgium).

The lawyers at Strelia can be reached by phone at the office number +32 (0)2 627.00.90 and by fax at number 0032 (0)2 627.01.90. Each lawyer has a personal e-mail address mentioned on the website of Strelia (www.strelia.com).

2. Professional rules. In the performance of its services, Strelia complies with the professional rules applicable to the concerned lawyers, varying in function of the Bar to which the relevant lawyer belongs.

The lawyers at Strelia belong to the French-speaking Bar of Brussels (Ordre français des avocats du Barreau de Bruxelles) or to the Brussels Bar (Dutch language section) (Nederlandse Orde van Advocaten bij de Balie te Brussel).

3. Co-contractor. Any mission is solely accepted and executed by Strelia. It also the case if a mission is, expressly or tacitly, entrusted to a specific person within Strelia. Strelia is therefore solely and exclusively responsible for the services provided by its lawyers and its personnel, to the exclusion of the persons who materially execute a mission.

4. Beneficiary of the services. Any service provided by Strelia is for the client's benefit alone and is given solely for the purpose of the matter in respect of which it is given. Strelia's advices may not be used by third parties and Strelia accepts no responsibility whatsoever towards third parties, except upon prior and explicit written consent of Strelia.

5. Liability and insurance. Any and all liability of Strelia is limited to the amount which, as the case may be, is effectively covered by the professional liability insurance subscribed by Strelia, it being understood that Strelia will maintain a global insurance coverage of an amount at least equal to 50,000,000 EUR¹ such amount being always subject to unilateral adaptation by Strelia in the future. The possible right to indemnification expires if the indemnification request is not notified in writing to Strelia within one year from the discovery of an event which triggers or can trigger the liability of Strelia.

6. Intervention of third parties: Strelia may engage third parties in order to execute services for the account of the client. Strelia will exercise the necessary care in the selection of the third parties but is not in any case liable for any acts or omissions of such third parties.

7. Monies from clients or third parties: Monies received by Strelia from the client or from third parties and which are to be held on their behalf, will be placed on a third-party account (“compte tiers”/ “derdenrekening”) with a financial institution of the choice of Strelia. Strelia will have no responsibility to any person for a credit failure or other acts or omissions of the concerned financial institution or of any other financial institution acting in the transfer of funds.

8. Indemnification against third parties. The client shall indemnify Strelia against any third-party claims which would arise from the mission entrusted by the client and/or the services performed for the client, except if and to the extent such a claim is based on a fault of Strelia.

9. End of the mission. The client can, at any moment and without giving any justification, terminate the relationship with Strelia. In such a case, the client remains under the obligation to pay for the services performed prior to the termination notification and to bear the costs engaged by Strelia before said notification. Strelia can terminate the relation with the client in compliance with the applicable professional rules. Unless otherwise agreed, a mission with the client shall be deemed to be terminated in the event that there is no communication between the client and Strelia for a period of six months or more.

10. Fees and costs: Unless agreed otherwise, the professional fees are calculated on the basis of the number of hours worked, multiplied by the relevant hourly rates established annually by Strelia. Costs paid by Strelia on behalf of the client are charged separately. General office costs (such as postage, telephone, fax, photocopying, etc.) are charged separately as a percentage of the fees. All fees and charges are excluding VAT. VAT at the rate of 21% (rate applicable at the moment) will be added to the global amount of fees and costs. The services of Strelia are in principle charged to the client on a monthly basis. The invoices are due within 30 days from their date. Any complaint will have to be notified within 30 days as from the date of the invoice, failing which the invoice will be irrevocably deemed to be accepted.

11. Personal data

11.1. Processing of personal data

Strelia will process those personal data only for the purposes mentioned above and to the extent necessary to perform our contract with the client or for the purposes of our legitimate interests, and in accordance with all laws applicable to any personal data processed under or in connection with these Cooperation Terms, including the General Data Protection Regulation 2016/679 (GDPR), the Law of 30 July 2018 regarding the protection of natural persons and the processing of personal data and the Privacy and Electronic Communications Directive 2002/58/EC, all associated codes of practice and other binding guidance issued by any regulator, all as amended, re-enacted and/or replaced and in force from time to time (Data Protection Laws).

Strelia will keep the client’s file, including the personal data contained therein, throughout the time that Strelia works on the matter and for 5 years after the relevant matter is closed. Thereafter the file will be destroyed or archived unless there is a good reason to keep it (or any part of it), including for the purpose of compliance with legal obligations to which Strelia is subject or for another legitimate and lawful purpose.

Access to the client’s data within Strelia is restricted to those who need to obtain access to it for the purposes outlined above. Access will generally be restricted to those responsible for the management of the client’s matter and Strelia’s office manager. Strelia may disclose certain of the client’s personal data to Strelia’s accountants and IT service providers providing services to Strelia that necessitate the disclosure to them of the client’s personal data.

The client, as well as the other contact persons, have the following rights in relation to personal data relating to the client that we process:

- the client may request access to the personal data concerned.

- the client may request that incorrect personal data that Strelia is processing be rectified.

- in certain circumstances (normally where the personal data has been provided by the client and it is no longer necessary for Strelia to continue to process it), the client may be entitled to request that Strelia erases the personal data concerned;

- where Strelia is processing personal data relating to the client based on the client’s prior consent to that processing, the client may withdraw its consent at any time, after which Strelia shall stop the processing concerned.

- if the client has a complaint about any processing of its personal data being conducted by Strelia, the client can contact Strelia or lodge a formal compliant with the competent data protection authority.

The client can exercise its legal right to access and improve its data, free of charge, by addressing a written, signed and dated request to that effect, together with a recto-verso copy of its identity card or passport, and by sending this request to its contact at Strelia. For Belgian residents, if the client has an electronic identity card, a copy of the chip’s contents or an official declaration of residence is also required.

11.2. Processing of personal data in relation to the services to be rendered

The provision of the services described under the scope of work may involve the disclosure to Strelia of personal data.

In this context, Strelia acts only as a recipient (within the meaning of the applicable Data Protection Laws, and article 4, 9) of the GDPR) of those personal data and will not process those personal data in any manner whatsoever.

12. Scope of the general conditions. These general conditions automatically apply to every relation with the clients of Strelia and to every instruction accepted by Strelia, except in case of written and explicit agreement of a partner of Strelia. Without prejudice to what is provided under section 2 above, these general conditions apply not only to Strelia but also to any other person involved in the execution of the mission entrusted to Strelia. The general conditions may be updated on a regular basis. They are available on the web site , in the footer on the bottom of each page. In case of any discrepancy between the English, Dutch and French versions of these general conditions, the French version will prevail.

13. Partial invalidity: If one or several provisions of these general conditions are held to be invalid or inapplicable, this shall not affect the validity and applicability of the other provisions of these general conditions. In such a case, the non-valid or inapplicable provision shall be deemed to be automatically replaced by a valid and enforceable provision producing, to all the extent possible, a similar effect.

14. Governing law and jurisdiction: The relation between the client and Strelia is governed by Belgian law, to the exclusion of rules of international private law. Any dispute shall be subject to the exclusive jurisdiction of the courts of Brussels.

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¹ The lawyers of Strelia belonging to the French-speaking Bar of Brussels are covered by a professional civil liability insurance issued by the insurance company Ethias, rue des Croisiers 24 in 4000 Liège (Belgium) covering the whole world with the exception of the United States of America and Canada. The lawyers of Strelia belonging to the Dutch-speaking Bar of Brussels are covered by a professional civil liability insurance issued by the insurance company NV AMLIN EUROPE (as principal insurer). The broker for the follow- up of insurance claims is VAN BREDA RISK & BENEFITS, Plantin en Moretuslei 297 in 2140 Antwerp (Belgium). The insurance covers the whole world with the exception of the United States of America and Canada. Strelia has taken out a second-rank insurance policy with a coverage limited to 25.000.000 EUR per claim with Zurich Insurance plc (Belgium Branch) as principal insurer and with AIG Europe ltd (Belgian Branch) for the remaining part. The broker is AON Belgium bvba/sprl, Jules Cockxstraat 8 - 10 in 1160 Brussels (Belgium). Strelia has taken out a third-rank insurance policy with Lloyd’s as principal insurer (75%) for a coverage limited to 25.000.000 EUR. AON Belgium bvba/sprl mentioned above acts also as broker in this case. Restrictions apply in both cases for the United States of America and for Canada. Further details can be obtained with your usual contact lawyer.

Luxembourg

1. Strelia SARL (Strelia) is a private limited liability company under Luxembourg law. Its object is to conduct a practice of law as “avocat”. STRELIA is registered with the Luxembourg Register of Commerce and Companies (“Registre de Commerce et des Sociétés“) under number B216892, and with the VAT administration under number LU29624149.
The registered office of STRELIA is located at 14, rue Eugène Ruppert, L-2453 Luxembourg (Grand Duchy of Luxembourg).
The lawyers at STRELIA can be reached by phone at the office number +352 2088 2310 and by fax at number +352 2461 1019. Each lawyer has a personal e-mail address mentioned on the website of STRELIA (www.strelia.com).

2. Professional rules. In the execution of the legal services, STRELIA complies with the professional rules applicable to STRELIA and its lawyers.

3. Co-contractor. Any mission is solely accepted and executed by STRELIA. It is also the case if a mission is, expressly or tacitly, entrusted to a specific person within STRELIA. STRELIA is therefore solely and exclusively responsible for the services provided by its lawyers and its personnel, to the exclusion of the persons who materially execute a mission.

4. Beneficiary of the services. Any service provided by STRELIA is for the client's benefit alone and is given solely for the purpose of the matter in respect of which it is given. STRELIA's advices may not be used by third parties and STRELIA accepts no responsibility whatsoever towards third parties, except upon prior and explicit written consent of STRELIA.

5. Liability and insurance.Any and all liability of STRELIA is limited to the amount which is covered by the professional liability insurance subscribed by STRELIA, it being understood that STRELIA will maintain an insurance coverage of an amount at least equal to 50,000,000 EUR, such amount being always subject to unilateral adaptation by STRELIA in the future. The possible right to indemnification expires if the indemnification request is not notified in writing to STRELIA within one year from the discovery of an event which triggers or can trigger the liability of STRELIA.

6. Intervention of third parties. STRELIA may engage third parties in order to execute services for the account of the client. STRELIA will exercise the necessary due care in the selection of the third parties but is not in any case liable for any acts or omissions of such third parties.

7. Monies from clients or third parties. Monies received by STRELIA from the client or from third parties and which are to be conserved on their behalf, will be placed on a third-party account (“compte tiers”) with a financial institution of the choice of STRELIA. STRELIA will have no responsibility to any person for a credit failure or other acts or omissions of the concerned financial institution or of any other financial institution acting in the transfer of funds.

8. Indemnification against third parties. The client shall indemnify STRELIA against any third-party claims which would arise from the mission entrusted by the client and/or the services performed for the client, except if and to the extent such a claim would be based on a fault of STRELIA.

9. End of the mission. The client can, at any moment and without giving any justification, terminate the relationship with STRELIA. In such a case, the client remains under the obligation to pay for the services performed prior to the termination notification and to bear the costs engaged by STRELIA before said notification. STRELIA can terminate the relation with the client in compliance with the applicable professional rules.

10. Fees and costs. Unless agreed otherwise, the professional fees are calculated on the basis of the number of hours worked, multiplied by the relevant hourly rates established annually by STRELIA. Costs paid by STRELIA on behalf of the client are charged separately. General office costs (such as postage, telephone, fax, photocopying, etc.) are charged separately as a percentage of the fees. All fees and charges are excluding VAT. VAT at the rate of 17% (rate applicable at the moment) will be added to the global amount of fees and costs. The services of STRELIA are in principle charged to the client on a monthly basis. The invoices are due within 30 days from their date. Any complaint will have to be notified within 30 days as from the date of the invoice, failing which the invoice will be irrevocably deemed to be accepted.

11. Personal data

11.1. Processing of personal data

For the purpose of providing our services and liaising with the client in relation thereto, the client has provided and will provide Strelia with personal data (including the client’s name and business contact information) as well as personal data of other contact persons within the company (including their name and business contact information). Strelia assumes that all personal data received from the client has been obtained and is being disclosed in accordance with all laws applicable to the processing of personal data and that the client will communicate the information below to the relevant data subjects.
Strelia will process those personal data only for the purposes mentioned above and to the extent necessary to perform our contract with the client or for the purposes of our legitimate interests, and in accordance with all laws applicable to any personal data processed under or in connection with these Cooperation Terms, including the General Data Protection Regulation 2016/679 (GDPR), the Law of 30 July 2018 regarding the protection of natural persons and the processing of personal data and the Privacy and Electronic Communications Directive 2002/58/EC, all associated codes of practice and other binding guidance issued by any regulator, all as amended, re-enacted and/or replaced and in force from time to time (Data Protection Laws).
Strelia will keep the client’s file, including the personal data contained therein, throughout the time that Strelia works on the matter and for 5 years after the relevant matter is closed. Thereafter the file will be destroyed or archived unless there is a good reason to keep it (or any part of it), including for the purpose of compliance with legal obligations to which Strelia is subject or for another legitimate and lawful purpose.
Access to the client’s data within Strelia is restricted to those who need to obtain access to it for the purposes outlined above. Access will generally be restricted to those responsible for the management of the client’s matter and Strelia’s office manager. Strelia may disclose certain of the client’s personal data to Strelia’s accountants and IT service providers providing services to Strelia that necessitate the disclosure to them of the client’s personal data.
The client, as well as the other contact persons, have the following rights in relation to personal data relating to the client that we process:

the client may request access to the personal data concerned;
the client may request that incorrect personal data that Strelia is processing be rectified;
in certain circumstances (normally where the personal data has been provided by the client and it is no longer necessary for Strelia to continue to process it), the client may be entitled to request that Strelia erases the personal data concerned;
where Strelia is processing personal data relating to the client based on the client’s prior consent to that processing, the client may withdraw its consent at any time, after which Strelia shall stop the processing concerned;
if the client has a complaint about any processing of its personal data being conducted by Strelia, the client can contact Strelia or lodge a formal compliant with the competent data protection authority.

11.2. Processing of personal data in relation to the services to be rendered

The provision of the services described under the scope of work may involve the disclosure to Strelia of personal data.
In this context, Strelia acts only as a recipient (within the meaning of the applicable Data Protection Laws, and article 4, 9) of the GDPR) of those personal data and will not process those personal data in any manner whatsoever.

12. Reportable Cross-Border Arrangements (DAC6): You agree to obtain professional advice from tax advisers as to whether any transaction undertaken pursuant to our services is a reportable cross-border arrangement for the purposes of the Council Directive (EU) 2018/822 of 25 May 2018 ("DAC 6 Directive").
You agree to provide us with a copy of any such advice provided by tax advisers. If necessary, you agree to ensure that the required information is communicated to the competent authority of the relevant EU Member State and to provide us with confirmation of such communication.
You confirm that we shall be entitled to make any further disclosures as we consider necessary to comply with the DAC 6 Directive. Any steps taken under this term will be at your expense.

13. Money Laundering / Know-Your-Customer: We are required to comply with all applicable law and regulations relating to money laundering and client identification ("Know-Your-Customer"; abbr. "KYC"), including being satisfied as to the identity of any client.
You undertake to inform us, in writing and within a reasonable period of time, of any change in the identity of your beneficial owner(s) and to provide us with the information relevant for their identification.
There are also circumstances under money laundering legislation where we can be required to make a confidential report to a designated authority where we know or suspect that a criminal offence has been or may have been committed.
We shall have no liability whatsoever arising out of any action that we, in good faith, consider is necessary for us to comply with money laundering and KYC legislations.

14. Scope of the general conditions. These general conditions automatically apply to every relation with the clients of STRELIA and to every instruction accepted by STRELIA, except in case of written and explicit agreement of a partner of STRELIA. Without prejudice to what is provided under section 3 above, these general conditions apply not only to STRELIA but also to any other person involved in the execution of the mission entrusted to STRELIA. The general conditions may be updated on a regular basis. They are available on the website www.strelia.com, page “The Firm”. In case of any discrepancy between the English and French versions of these general conditions, the French version will prevail.

15. Partial invalidity. If one or several provisions of these general conditions are held to be invalid or inapplicable, this shall not affect the validity and applicability of the other provisions of these general conditions. In such a case, the non-valid or inapplicable provision shall be deemed to be automatically replaced by a valid and enforceable provision producing, to all the extent possible, a similar effect.

16. Governing law and jurisdiction. The relationship between the client and STRELIA is governed by Luxembourg law, to the exclusion of rules of international private law. Any dispute shall be subject to the exclusive jurisdiction of the courts of the district of Luxembourg.