General Terms and Conditions

1.   Definitions

The following terms have the meanings as defined in this article:

  • Stefanie Baeten Consulting (“SBC”): A private limited company under Belgian law, with registered office at Roerdomplei 23, 2950 Kapellen, RPR Antwerp, Antwerp division, and VAT number BE(0)802.630.260. The director of SBC is inscribed as a lawyer at the Antwerp Bar.

  • General Terms and Conditions: These General Terms and Conditions.

  • Consumer: Any natural person acting for purposes outside its trade, business, craft, or profession and who purchases or will purchase Services from SBC.

  • Services: Legal services provided by SBC to the Client.

  • Client: Any natural or legal person purchasing services from SBC for professional purposes.

  • Agreement: These General Terms and Conditions, together with the engagement letter where applicable, constitute the entire agreement between SBC and the Client regarding the Services offered by SBC.

  • Day: Any day except Saturdays, Sundays, and Belgian public holidays.

2.   General

These General Terms and Conditions apply to all Services provided by SBC and its representatives, directors, appointees, or other auxiliaries.

Except for any special conditions stated on the front of SBC’s invoice, only these General Terms and Conditions apply, to the exclusion of any other general terms. Services may be further detailed, expanded, or clarified by email, engagement letter, or other written medium.

Acceptance of these General Terms and Conditions implies that the Client waives the application of its own general (purchase) conditions.

By accepting these General Terms and Conditions, the Client acknowledges that they purchase Services for purposes related or unrelated to their trade, business, craft, or profession, and that the regulations set out herein apply to the Agreement.

3.   Services

Services are performed based on the information and explanations provided by the Client, which SBC will not verify for accuracy. SBC is not deemed to have knowledge of information from other assignments unless confirmed in writing beforehand. SBC bears no responsibility for the impact on Services of events occurring after the termination date of the Services.

4.   Client’s dutie to provide information

The Client undertakes to provide all relevant information and documents, supported by documentary evidence where applicable. The Client is responsible for the accuracy, completeness, and reliability of the information provided. If SBC is required (by law, ethical rules, or otherwise) to conduct prior or other client checks, particularly under the Law of 18 September 2017 on anti-money laundering and counter-terrorism financing, the Client shall provide all requested information and supporting documents. Failure to cooperate entitles SBC to terminate the Services, without prejudice to payment for Services already rendered and additional costs.

5.   Fees

5.1. Unless otherwise agreed in writing (including by email), the amount of the fees shall be determined on a time-spent basis. 

The fees for providing the Services shall be calculated on the basis of the time spent on a particular case. Where applicable, an advance payment may be charged at the start of the service provision. 

5.2. If the fees are payable under a subscription formula, the Client will receive regular invoices for the agreed fixed subscription fee, which is adjustable on an annual (calendar) basis. Upon termination of the Agreement, a statement of account shall be drawn up no later than in the month following that in which the last services were provided to the Client. Upon termination of the Agreement in which the fees are determined on the basis of a subscription formula, the subscription fees already paid in the calendar year of termination will be deducted from the fees determined on a time -spent basis relating to Services provided under the subscription formula in that calendar year. Services provided outside the chosen subscription formula will always be charged on a time-spent basis.

5.3. Each (calendar) year, the rate may be adjusted unilaterally and automatically in order to keep it in line with market conditions, without such adjustment exceeding what would result from an adjustment of the rates via indexation based on the consumer price index. 

5.4. All direct costs specifically contracted with third parties which are necessary for the performance of the Services are not included in the fees and will be invoiced in addition to the fees.

6.   Payments

All invoices are payable in cash within 14 days of the invoice date, unless otherwise agreed. Invoices that are not protested in writing and with reasons within fourteen (14) days of receipt will be considered accepted, both in terms of the information stated on the invoices and the specifications of the work delivered.

In the event of non-payment or late payment by a Client who is not a Consumer, any amount that remains unpaid shall, by operation of law and without any prior notice of default being required, interest at the rate specified in the Act of 2 August 2002 on combating late payment in commercial transactions, and a fixed compensation of 10% of the total outstanding balance (with a minimum of €125.00) shall be payable, plus the actual collection costs incurred. Payments shall always be set off first against the interest due under these terms and conditions, then with the administrative fees and collection costs, and only then with the outstanding (balances of) invoice(s), with the oldest outstanding amounts being settled first, regardless of any comments or remarks made by the Client at the time of payment.

In the event of non-payment or late payment by a Client who is a Consumer, a first payment reminder will be sent free of charge for any invoice that has not been paid by its due date. If the Client has not paid the invoice after a period of 14 days following the payment reminder, the outstanding amount will be increased by interest in accordance with the Law on combating late payment. If this outstanding balance exceeds EUR 500, a fixed compensation of EUR 65 will also be due, plus 5% of the amount due on the portion above EUR 500, up to a maximum of EUR 2,000. In the case of electronic transmission, the 14-day period shall commence on the day following the day on which the reminder was sent. In the case of transmission by post, this period shall commence on the third working day after the reminder was sent..

7.   Duration, termination in case of a subscription formula

In the case of a subscription formula/recurring order, the Agreement shall be deemed to have been entered into for an indefinite period, unless expressly agreed otherwise between the Parties at the start of the Agreement. All Parties may terminate the Agreement relating to a recurring order at any time, subject to prior notice (which may be given by e-mail) and a notice period of two months.

The Agreement may be terminated in the following circumstances: (i) by mutual consent; (ii) termination due to breach of contract. Each Party may terminate the Agreement, with written notice and with immediate effect, if another party commits a material breach of any provision of the Agreement that is irreparable or, if it is reparable, has not been repaired within 15 days of a written request to that effect (or, if it is not feasible to remedy the breach within that period, if no reasonable steps have been taken within 15 days to remedy the breach of contract); (iii) Termination for regulatory reasons: SBC may terminate the Agreement at any time, with written notice and with immediate effect, if SBC reasonably believes that the performance of the Agreement, or any part thereof, results or could result in SBC breaching any legal, regulatory or ethical standard.

8.   Liability  

8.1. The entire liability of SBC (and its directors, auxiliary persons, etc.) is limited to direct damage and  is in any case limited to the amount actually paid to SBC under its professional liability insurance with the Flemish Bar Association, except in the event of intentional misconduct or fraud on the part of SBC. If and insofar as, for any reason whatsoever, no payment is made under the aforementioned insurance, any liability shall be limited to the amount paid by the Client during the year preceding this act or omission. A copy of this professional liability insurance shall be provided to the Client upon first request. To the extent necessary, the same limitation of liability also applies to SBC's auxiliary persons, who may always invoke it with regard to any party that may hold them liable on any grounds whatsoever.

8.2. Notwithstanding Articles 6.3, §1 and 6.3. §2 of the Civil Code, the Client may not bring any non-contractual claim against SBC or any auxiliary person of SBC, including but not limited to its directors, independent employees and subcontractors. The Client may only bring a contractual claim against SBC.

9.   Force majeure

Under Force majeure is understood: any circumstance beyond the control of SBC or the Client that is unforeseeable and that makes the performance of the Agreement wholly or partially impossible. Force majeure includes, among other things: force majeure affecting a party's subcontractors, war situations, riots, exceptional natural or weather conditions (flooding, lightning strikes, storms, earthquakes, hurricanes, etc.), epidemiological outbreaks, national, regional or professional strikes, lockouts, government measures, fire, technical malfunctions of installations, pandemic events and any increase or evolution thereof, acts of terrorism; shortages of materials, raw materials and labour, delays or breaches of contract by suppliers, machine breakdowns, etc. This list is not exhaustive.

SBC shall not be liable or responsible for the non-performance or delay in the performance of its obligations under the Agreement that is attributable to Force Majeure.

10.   Independent Service Provider

When providing Services, SBC acts exclusively as an independent service provider. Unless expressly agreed otherwise by mutual agreement between the Parties, SBC does not undertake to fulfil any legal or contractual obligation of the Client or to assume any responsibility for its activities or operations.

11.   Applicable law and disputes

These General Terms and Conditions and the Agreement are governed by Belgian law. In the event of a dispute, the courts of Antwerp, Antwerp shall have exclusive jurisdiction..

12.   Varia

The invalidity or unenforceability of any provision or clause of the General Terms and Conditions shall not result in the invalidity or unenforceability of any other provision or clause of these General Terms and Conditions or of the General Terms and Conditions as a whole.  In the event that the validity or enforceability of any provision or clause of these General Terms and Conditions is questioned or contested, SBC undertakes to do whatever is reasonably necessary or useful, including reformulating the provision or clause in question, in order to ensure, in a lawful manner, that such provision or clause remains fully in force and effect, or to replace such provision or clause with any other provision or clause which, from an economic point of view, has the same effect for all parties concerned, unless such invalidity or unenforceability of the provision or clause in question would destroy the cause or balance of these General Terms and Conditions.

SBC has the right to transfer its rights and obligations under the Agreement to a subcontractor.

The failure of SBC or the Client to exercise its rights at any time shall in no way imply a waiver of those rights. The Client may not invoke Article 5.74 of the Civil Code.

These General Terms and Conditions date from September 2025.