L&S REGISTERED AUDITORS

GENERAL TERMS AND CONDITIONS

Introduction

These general terms and conditions, together with the engagement letter, constitute the full agreement between the parties (“the agreement”). All terms used in the engagement letter have the same meaning as those in these general terms and conditions and vice versa. “L&S” is understood to refer to the Limited Company (under Belgian Law) “L&S Registered Auditors” and references to it in these general terms and conditions shall have to be interpreted accordingly. References to “the client” in these general terms and conditions refer to any party to the agreement other than L&S.

References to “the Law” in these general terms and conditions refer to the Law of December 7, 2016 on the organisation of the audit profession and the public oversight of the profession of chartered company auditors.

Article 1 – Scope of the general terms and conditions

These general terms and conditions apply to all services provided by L&S, as they are determined in the engagement letter („the services“) and refer to one of the following categories:

1.1. Assurance engagements, which are engagements entrusted to L&S in accordance with or by virtue of a law or similar regulation within the scope of which L&S applies auditing procedures to financial information, including limited inspection. These assurance engagements include, yet are not restricted to, engagements that are entrusted to L&S within the scope of a natural extension of its position as auditor, either in accordance with professional practice, or on the grounds of the reference made to the position of „auditor“ in a foreign legal system. In particular, they include engagements that are entrusted to L&S because of the knowledge that L&S has acquired on a particular entity within the scope of such a position, such as issuing reports on consolidated financial statements, issuing „Comfort“ letters, reporting on standard or budgeted financial information and reporting on interim financial information. The engagements, as intended in article 3, 10° of the Law, are assurance engagements in the sense of these general terms and conditions.

1.2. Other engagements, which are engagements other than those outlined in point 1.1 above, are defined as assurance engagements. The purpose of these other engagements is not, per definition, to certify financial information on the client. Consequently, these other engagements will be performed as based on information and explanations provided by the client, which L&S will not verify its accuracy, unless such is imposed by the applicable professional standards or provided for in the engagement letter.

If there is a discrepancy between the engagement letter and these general terms and conditions, the latter shall have priority, unless they were modified by the engagement letter with specific reference to the relevant clause in the general terms and conditions.

Article 2 – L&S’s Rights and obligations

2.1. L&S has no obligation whatsoever:

  1. to ensure that the services were provided in accordance with the laws of a foreign jurisdiction; or
  2. to mention that during the period to which the agreement refers, the client did not comply with all the applicable legal or regulatory requirements, including those regarding civil, company, trade, tax, labour and competition law, unless Belgian law explicitly makes it mandatory for L&S to report on compliance with these; or
  3. to ensure that, during the period to which the agreement refers, the client fully benefited from any investment aid, subsidies, any type of allowance or any other benefit or opportunity, provided for by whatever law or regulation.

2.2. L&S is not under any obligation to notify the client of amendments to the legislation or regulations, or to inform the client of consequences that such amendments may have for the client.

2.3. When providing the services, L&S shall be assumed not to have knowledge from other engagements, except to the extent that this is stated in the engagement letter.

2.4. Unless there is a legal provision or professional rules to the contrary, L&S bears no responsibility whatsoever for the impact of its report as a result of incidents that occur after the date of issuance of its report and L&S shall have no responsibility whatsoever to adjust its report.

Article 3 – Binding in nature

3.1. L&S shall only be bound by the final version of its reports, recommendations and conclusions put forward to the client in written form and signed by a duly authorised person.

3.2. Draft documents, both in electronic and written formats and oral advice do not constitute L&S’s final reports, conclusions or recommendations. L&S does not take any responsibility whatsoever for the content or use of such draft reports or oral advice, except when its content subsequently is confirmed in a final, signed report or letter.

Article 4 – Intellectual Property Rights

L&S retains the copyright and all other intellectual property rights to all that L&S develops, before or during its assignment, including on its systems, methodologies, software and know-how. L&Sshall also retain all copyright and other intellectual property rights to its reports, deliverables, written advice, work documents, files and other L&S documents, which L&S provided to the client in the course of the completion of the engagement, including electronic documents and files.

Article 5 – Keeping work documents

In general and in particular upon termination of the services, L&S shall keep all relevant documents and files, for a period of time as specified by law for the type of services defined in the engagement letter. After this term expired, unless there is a separate written agreement to the contrary, L&S shall be allowed to destroy these without advance notification to the client.

Article 6 – Client’s obligations to inform

6.1. To the extent that L&S’s services rely on information and explanations that shall be given by the client or on behalf of the client, the client must ensure that such information and explanations are provided in good time and complete, accurate and are not misleading. If the information or explanations are based on assumptions, the client shall provide L&S with all its relevant details. The client is responsible for informing L&S immediately of any change in the information or statements provided as soon as it is no longer possible to rely on these or as soon as the assumptions submitted to L&Sare no longer justified.

6.2. When the client uses or provides L&S with third-party information or documentation, the client shall ensure that it obtains the necessary permission from such third parties to enable L&S to provide its services. The client is responsible for relations with such third parties, for the quality of their contribution and their work and for paying their fees. Unless there are legal provisions, professional rules or engagement letter clauses to the contrary, L&S will not verify the accuracy of the information or documentation that is provided to it by such third parties.

6.3. If the Client fails to provide L&S with the relevant information and explanations required to properly perform its engagement, this may lead to it being unable to render or complete its services, or it could lead to the inclusion of a qualification in any type of report that L&S is to issue in accordance with the agreement. In the last instance, unless there are legal requirements or professional rules to the contrary, L&S has the right to suspend its services or to terminate or suspend the agreement with immediate effect, without advance notification, in accordance with article 12 below. In that case, L&S’s rights are governed in accordance with article 13.4 below.

Article 7 – Fees and invoicing

7.1. L&S’s fees are determined on the basis of the time spent by its partners, managers, employees and representatives or at a fixed rate, taking into account the required levels of competence and responsibilities. L&S’s fees take into account various elements, including the following, e.g.:

  • results of its preliminary inspection of the client’s accounting documents and statements and publicly available information;
  • extent to which L&S anticipates to rely on the information and explanations provided by the client;
  • level of assistance expected from the client, including the quality and timely communication of documents and other information that must be provided to L&S, and the level of co-operation from management, accounting staff and, if necessary, operational staff.

If the actual circumstances with which L&S is confronted were to be irreconcilable with the assumptions underlying the estimate of L&S ’s fees or if there were to be other circumstances beyond L&S’s control, require additional work to be performed, as compared to the work on which L&S based its fee estimate, L&S can adjust its fees accordingly, even at fixed rate, and, if necessary, in accordance with the procedure provided for by the applicable mandatory legislation. In addition, the deadlines for the engagement will be reviewed in such a case.

7.2. Within the scope of L&S’s services, Belgian law on professional secrecy will apply to the submission of documents and hearing of personnel as witnesses. However, where the client requests or authorises L&S, to the extent that such is permitted by the law, or where the law obliges L&S to submit documents or to be heard as witnesses, the client will assume the costs for L&S as well as the fees and costs of its counsellors, incurred to meet such requests, to the extent that L&S is no party to the proceedings in which the information is requested.

7.3. All third party specifically contracted costs which are necessary to perform L&S’s services, are not included in the fees and will be invoiced in addition to L&S’s fees, including the variable contribution on turnover (included per mandate) which L&S owes to the “Institut des Réviseurs d’Entreprises / Instituut van Bedrijfsrevisoren”.

On request of the client so, L&S will present supporting documents as proof of costs incurred on its behalf.

7.4. L&S’s fees and costs shall be invoiced regularly, in accordance with the schedule determined in the engagement letter. If there is no such schedule, fees shall be invoiced, at the latest, upon completion of the engagement.

7.5. Fees and costs are calculated excluding taxes and duties. The client shall pay VAT and all other taxes and duties for which it is legally liable.

7.6. When the client refuses to pay undisputed amounts, L&S may decide to terminate or suspend the agreement with due regard to the terms and conditions determined below in articles 12 and 13.4.

Article 8 – Invoicing terms and conditions

8.1. L&S’s invoices are payable immediately upon receipt.

8.2. If its invoices are not paid within the term defined in article 8.1., late payment interest of 1% per month, until  full payment, is due ipso jure and without advance notice of default.

8.3. If its invoices are not paid within the term defined in article 8.1., compensation for damages is due ipso jure for an agreed and accepted non-negotiable and fixed amount of 15%, with a minimum of 125 €.

8.4. Non-payment of advances and/or invoices permits L&S to suspend services, work within the ipso jure restrictions and to withhold its reports without the possibility of claiming compensation for damages and on condition of full payment for any damage it has suffered. Advance payments remain acquired in the case of failure to pay.

8.5. Any contestation of the object or amount of an invoice must be submitted by registered letter within eight calendar days after receipt of its invoice, on penalty of a declaration of non-acceptability.

Article 9 – Professional Secrecy and Confidentiality – Personal Data

9.1. The client acknowledges that L&S is bound to professional secrecy, in accordance with the applicable relevant ethical and legal provisions which, subject to very limited exceptions, prohibits L&S from divulging any information on the client which L&S obtains in rendering its services.

9.2. To the extent necessary, the client agrees that L&S may use personal data of its representatives, employees and managers for the purposes of providing services, with respect to requirements on conformity, regulations, risk management and quality control as well as for various business purposes (such as customer relationship and client account management). In addition, L&S may share the above-mentioned data with any local or foreign entity within its network, including those which support the L&S office policy and management and with service providers engaged by L&S.

9.3. Such personal data shall be used to keep the client and/or its representatives, employees and managers informed of L&S’s professional and social activities and of any other subject that could be of interest to any one of them. If the client and/or its representatives, employees or managers no longer wish to receive such information, they can send a request to this effect by e-mail to the registered office (ase@lsaudit.eu or slu@lsaudit.eu) at all times.

9.4. The registered personal data can be consulted free of charge at all times and, if necessary, changed by the person concerned by sending an e-mail to the above-mentioned address.

9.5. The client shall inform its representatives, employees and managers that their personal data are being processed for the purposes stated in the above-mentioned articles 9.1 and 9.2. The client guarantees that it has obtained permission from the persons whose personal data are processed.

9.6. The client confirms that the processing of personal data, which have been obtained for the purposes of providing services, cannot lead to a breach of the “Regulations on the protection of privacy in relation to the processing of personal data” on L&S’s part or on part of any entity within the network.

Article 10 – Anti-money laundering provisions

In accordance with the national and European Anti-money laundering legislation, L&S is obliged to identify its clients and their beneficiary owners. In this respect, L&S will request certain information and documents from the client, and retain these and/or consult appropriate databanks for them. The client undertakes to provide L&S with the requested information and to inform it in good time of any change regarding such information and documents. If L&S’s request is not answered and accompanied by satisfactory information and documents within a reasonable delay, this could result in circumstances under which L&S would no longer be in a position to provide or continue providing its services.

Article 11 – Anti-corruption

11.1. The parties undertake to comply with all relevant laws and regulations prohibiting, hindering and making offences of acts of corruption and allied criminal or delinquent acts in all their transactions and relationships, regardless of whether they relate to this engagement and the services provided within the scope of this engagement or otherwise, regardless of the form in which such acts take place and to whatever extent.

11.2. The parties shall communicate the obligations intended under article 11.1 to their employees and directors.

Article 12 – Duration, Termination and Suspension

12.1. Duration: the effective date and duration of the agreement are determined in the engagement letter and, where appropriate, in accordance with the law and professional rules.

12.2. Termination and suspension: the parties can decide to terminate or suspend the agreement under the following circumstances and, with respect to assurance engagements, to the extent that such is allowed by the law or professional rules:

  1. by mutual agreement;
  2. termination due to breach of contract: any party can terminate the agreement by means of a written notice and with immediate effect if the other party commits a fundamental breach of any provision of the agreement, which breach cannot be remedied or, if it can be remedied, which is not remedied within 30 days after a written request to that effect (or, if the breach cannot be remedied within that term, if no reasonable steps are taken within 30 days to remedy the breach of contract);
  3. termination due to insolvency: any party can terminate the agreement by means of a written notice and with immediate effect if the other party is not able to pay its debts, has been allocated a provisional or legal administrator or liquidator (or in any of the above-mentioned cases, the equivalent of such case in another legal district), convenes a meeting of creditors or, for whatever reason, stops its activities or if, according to the reasonable opinion of the party who wishes to terminate the agreement, any incident of such nature seems probable;
  4. termination for professional standards reasons: L&S can terminate the agreement by means of a written notice and with immediate effect if L&S is reasonably of the opinion that the execution of the agreement or any part of it leads or could lead to L&S or any entity within its network breaching a legal, regulatory or ethical standard or an independence requirement in any legal district. Without prejudice to the above, L&S can either suspend the agreement or attempt to agree changes to avoid such breach of the agreement;
  5. Suspension: any party can suspend the agreement, on condition that it sends the other party a written notice (i) when, with regard to any other party to the agreement, there are any reasons which, according to the reasonable opinion of the party wishing to suspend the agreement, has a substantial and adverse influence, either on the basic principles on which the agreement was concluded or on the performance of the obligations of the party wishing to suspend the agreement or (ii) when the party who wishes to suspend the agreement is reasonably of the opinion that the agreement or any part of it, leads or could lead to a party or any associated entity, breaching a legal, regulatory or ethical standard or independence requirement.

If L&S agrees to resume providing its services after the agreement had been suspended, the parties will conclude an agreement in advance on any changes to the agreement, which may be necessary pursuant to the suspension of the agreement, including fees, costs and terms of execution. If a period of suspension exceeds 30 days, any party can terminate the agreement with immediate effect by means of a written notice to the other Parties. The client shall be liable for all costs and liabilities arising from the suspension or the postponement. L&S is entitled under all circumstances to be paid the fees and costs for work already done. Advance payments made remain acquired in the case of failure to pay.

Article 13 – Compensation for damages in the case of termination

Subject to a legal provision or professional rules to the contrary, the following provisions shall apply when the agreement is terminated before L&S is able to finish providing its services:

13.1. If the agreement is terminated at the client’s initiative as based on reasons for which L&S is not liable, L&S remains entitled to the full amount of the agreed fees, without prejudice to its right to claim compensation for damages from the client for any loss suffered. Such compensation for damages can only be claimed when the agreement was terminated prematurely or unlawfully.

13.2. If the agreement is terminated at the client’s initiative as based on reasons for which L&S is liable, L&S remains entitled to the part of the fees corresponding to that part of the services that has been provided until the date of the termination, without prejudice to the right of the client to claim compensation for damages from L&S, in accordance with the provisions and within the limits of articles 14 en 15 stated below.

13.3. If the agreement is terminated at L&S’s initiative without reasons for which the client is liable, L&S remains entitled to that part of the fees for that part of the services provided until the date of termination, without prejudice to the right of the client to claim compensation for damages from L&S, in accordance with the provisions of and within the limits of article 14 stated below. Such compensation for damages can only be claimed when the agreement was terminated prematurely or unlawfully.

13.4. If the agreement is terminated at L&S’s initiative as based on reasons for which the client is liable, L&S remains entitled to the full amount of the agreed fees, without prejudice to its right to claim compensation for damages from the client for any loss suffered.

Article 14 – Liability limitation

14.1. L&S shall provide the services with the due care and in accordance with the applicable professional rules and legal requirements. Unless there is a legal requirement or any professional rules to the contrary, the services which L&S agrees to provide are obligations to perform to the best of one’s ability and not obligations to perform to a specific result.

14.2. L&S’s liability towards the client for damage regarding the agreement, even when the client represents more than one party, is limited as follows:

  1. L&S ’s full liability for all assurance engagements, as defined above in article 1.1 of this agreement, is limited to the amount laid down in article 24 of the Law;
  2. L&S ’s full liability (contractual, extra-contractual or other) for all other engagements under this agreement is limited to the agreed fees for these other engagements;
  3. the limitation under point a) above shall not apply only and exclusively when L&S ’s liability is the result of a personal intentional fault or personal fraud. As a result of this, this limitation shall apply explicitly to any responsibility pursuant to any other fault for which L&S is liable;
  4. when two or more damage incidents appear to be the result of the same mistake made by L&S, they shall be deemed to form one single case of liability and L&S’s liability for this shall consequently be limited to the highest liability amount applicable to the relevant engagements or agreements;
  5. subject to a mandatory provision to the contrary, L&S shall in no case whatsoever be liable for damage pursuant to (a) loss of profit, goodwill, commercial opportunity or anticipated cost savings or benefits, (b) loss or abuse of data or (c) indirect loss or damage.

L&S cannot be held liable if information by communication through e-mail or the Internet has been lost, delayed, intercepted, changed or communicated in an incomplete form.

Article 15 – Liability – Obligation – Complaints

15.1. All complaints with respect to the nature, object or fee of L&S’s services must be communicated by registered letter addressed to L&S within 1 year as of the act or omission that is invoked against L&S, upon penalty of declaration of non-admissibility. Despite the client’s complaint, there is still an obligation to pay L&S ’s invoice. If and to the extent that L&S is of the opinion that the client’s complaint is founded, L&S can choose to decide to adjust the invoice amount, adjust the relevant services at its own expense, perform them again or return a part of the fees without any further work performed on the engagement.

15.2. The client undertakes to pay L&S and indemnify it against any legal claim on the grounds of negligence or against any other legal decision obtained by a third party for compensation of damages regarding the agreement, interest and costs (including lawyers‘ fees), except when the decision is the direct and immediate consequence of an intentional fault or fraud on the part of L&S.

15.3. L&S shall be exclusively liable for performing the services. Consequently, the client agrees not to institute any claim emanating from or connected to this agreement, on the grounds of contractual, extra-contractual or any other grounds, on the liability of one of the partners, managers, employees, and representatives of L&S or of the entities within its network. The above exclusion does not apply to any liability which, in accordance with Belgian laws, cannot be excluded.

Article 16 – Detection of fraud, mistakes and non-compliance with laws and regulations

The client is solely responsible for protecting its assets and for preventing and detecting fraud, mistakes and non-compliance with laws and regulations. Consequently, L&S shall in no case whatsoever be held liable for any damage caused in any manner whatsoever or connected to fraudulent or negligent acts or omissions, false statements or non- compliance on the part of the client or its representatives, employees, managers, co-contractors or mandataries or on the part of one of the entities allied to it and its representatives, employees, managers, co-contractors or representatives or on the part of any third party. However, if the law, the applicable professional rules or engagement letter require such, L&S shall nevertheless aim to organise its work in such a manner that L&S reasonably expects that all important inaccuracies in the client’s financial statements or accounting documents are detected (including any substantial incorrect declaration due to fraud, mistake or non-compliance with laws and regulations) although L&S cannot be expected to have discovered all substantial incorrect declarations of any fraud, mistake or incident of non-compliance that could occur.

Article 17 – Use of L&S’s reporting, reports and recommendations

17.1. Subject to any legal provision to the contrary:

  1. all reports, memoranda, letters and other documents in which L&S submits conclusions, recommendations or other information to the client with respect to its services (hereinafter referred to as „the service results“) are destined exclusively for the benefit of and use by the client for the purposes set out in the engagement letter. L&S shall not organise or perform its work to allow a third party to rely on it or with a view to any specific transaction. As a result L&S’s engagement will not cover elements that may be important to a third party and as such conditions could be present which would be assessed differently by a third party, in such case, with respect to a specific transaction;
  2. the “service results“ may not be communicated to any other person or used for any other purpose without L&S ’s prior written permission, which can be subject to limitations or conditions. The client undertakes (i) to inform L&S on the date on which the engagement letter is signed or as soon as possible thereafter, when the client intends to submit to or have the „service results“ used by a third party and (ii) to request L&S for its advance written permission to do so;
  3. L&S shall have no due care obligation or liability whatsoever towards any third party that would obtain the service results.

17.2. The service results do not constitute the only element to be taken into account by the client to decide whether or not to continue a particular action and the client shall bear sole responsibility for this.

17.3. The client may want L&S ’s report to be included in a public offer that must be submitted in accordance with the applicable Belgian regulations on obligations of issuers of financial instruments or in any other offer of financial instruments. The client accepts that L&S ’s report or reference to this report or to L&S itself shall not be included in such an offer without L&S’s prior written consent. Any engagement on the delivery of services related to such an offer, including an agreement to grant permission for this, shall constitute a separate engagement and be object of a separate engagement letter.

17.4. If the client intends to publish or reproduce L&S’s report in written or electronic form (for example, on a web site), or to refer to L&S in any other manner in a document that contains other information, the client undertakes (a) to submit the draft of such document to L&S for its perusal and (b) to obtain L&S ’s written permission to include its report before finalising or distributing the document. Regardless of its form, if the report to be reproduced relates to financial statements, the latter, including the annexes, shall be reproduced in full together with L&S ’s report. This clause does not apply to mandatory announcements to be published as defined by the law.

Article 18 – Changing or withdrawing a report

18.1. In exceptional circumstances L&S can decide to change or withdraw a report when, in its professional opinion, this seems proper, for example if it has come to L&S’s knowledge that there are facts or circumstances of which it was unaware at the time when the report was issued. This right to change or withdraw the report shall also apply at any point in time when L&S subsequently discovers voids or inaccuracies in the report, which may have an influence on its content.

18.2. In any event, L&S can only exercise this right to change or withdraw a report after L&S has informed the client accordingly. As soon as the report is changed or withdrawn, the client can no longer use the original report. If the client has already used the report for third parties, the client shall inform such third party of the change or withdrawal of the report in the manner that was used to distribute the original report.

18.3. In no case shall this right to change or withdraw the report be interpreted as an obligation to change or withdraw a report that L&S may have.

Article 19 – Poaching prohibition

19.1. During the entire course of the agreement and for a period of 12 months after its termination, regardless of the reason for the termination, the client explicitly undertakes not to directly or indirectly employ any staff member, self-employed associate, partner or manager of L&S who is involved in the execution of the agreement or to let him or her directly or indirectly (by means of a legal entity, for example) perform work outside the scope of an agreement between the client and L&S, unless the other party gives its prior written consent.

Any infraction of this prohibition shall lead to a one-off fixed compensation for damages for the higher amount of € 50,000 or 12 months’ salary cost for the staff member concerned, except otherwise agreed in writing.

19.2. For those engagements to which Belgian and/or foreign rules on independence apply, there may be more severe restrictions for executive staff who have formed part of the team whom the client has subsequently recruited. The client shall inform L&S of any intention to lure a member of the team away or poach him or her.

Article 20 – Electronically submitting data

20.1. Parties may communicate electronically while services are being provided. However, it is impossible to guarantee that electronic transfer of data is completely safe, without viruses or without the occurrence of any possible mistake and, consequently, such transmissions can be intercepted, tampered with, lost, destroyed, delayed or rendered unusable. The parties hereby recognise that no system or procedure whatsoever may completely exclude such risks.

20.2. Parties hereby confirm that they accept those risks, allow the use of electronic communication and agree to use all available and appropriate means to detect the most commonly distributed viruses before sending information electronically. Each party shall be responsible for protecting its own systems and interests concerning electronic communication and no party at all shall be held liable, regardless of manner or form, in respect of both the contractual and criminal-law grounds (including grounds for negligence), or on any other grounds, for any loss, mistake or omission pursuant or connected to using electronic communication between the parties.

Article 21 – Independent service provider

When providing services L&S exclusively acts as an independent service provider. Except if stated otherwise in the engagement letter, L&S does not undertake to comply with any legal or contractual obligation of the client or to bear any responsibility regarding its activities or transactions.

Article 22 – Force Majeure

With respect to other engagements as defined in article 12 above, no party whosoever shall be responsible in respect of the other(s) when non-compliance of its obligations is pursuant to circumstances beyond its reasonable control, including any recommendation, warning or prohibition by any competent local, national, foreign or supra-national authority or pursuant to a new policy of one of the parties regarding, for example, journeys to certain countries or regions. Without prejudice to the provisions of article 12 above, if the circumstances due to which it is impossible for a party to perform its obligations for a continuous period of 30 days, that party shall have the right to terminate the agreement by means of a written notice with a notice term of 15 days, at any time after the expiry of that period of 30 days.

Article 23 – Waiver

No waiver of any provision of the agreement shall have effect unless it has been agreed in writing and signed by the waiving party.

Article 24 – Amendment

Any change to the agreement shall be effective only if such change is agreed in writing and signed by all parties. As long as a change has not been agreed in writing, each party shall continue to observe the provisions of the version of the agreement that was last agreed.

Article 25 – Nullity

25.1. No provision of the agreement may have as object, aim or consequence the infraction of any binding legal or public order provision.

25.2. If any provision of the agreement is declared fully or partially invalid or unenforceable, the relevant provision (or, where appropriate, the relevant part of the provision) is deemed not to form part of the agreement. In no case whatsoever shall the validity and enforceability of the other parts of the agreement be affected.

25.3. In addition, parties shall immediately commence negotiations in good faith to replace the provision that has been declared invalid or unenforceable, where appropriate, with retroactive effect until the date on which the agreement comes into force, by another, valid and enforceable provision, the legal consequences of which are linked closest to those of the invalid or unenforceable provision.

Article 26 – Independence

To the extent required to allow L&S to meet all its independence obligations , the client shall ensure that L&S at all times disposes of an updated list of all entities associated with the client, both Belgian and foreign. The client shall put in place procedures to obtain prior approval for all services to be provided by the entities within its network to one of these associated entities and shall inform L&S without delay of all circumstances which could endanger L&S ’s independence.

Article 27 – Transfer

Except for the legal consequences associated with the transfer of general affairs or company branches, mergers, scissions and similar transactions, the client may not transfer, encumber sell any of its rights or obligations arising from this agreement without the prior, written consent of the other parties to the agreement.

Article 28 – Advertisement

Subject to provisions to the contrary in the Law or the engagement letter, L&S is authorised to disclose to the public or third parties by way of the media or in any other manner, its service provision to the client. However, L&S can always make reference to its clients without mentioning the details.

Article 29 – Applicable law and competent Court

This agreement is governed exclusively by and interpreted in accordance with Belgian law, with the exclusion of all Belgian, foreign or international rules of reference. In their professional relationship, parties attempt to settle all discussions amicably. If such amicable settlement is not one of the options, the dispute shall be submitted to the Courts of the Legal District of the L&S’s operating headquarters.

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