Terms & Conditions

1Who we are and what these terms cover

These terms govern every proposal, engagement and service provided by LIDI Partners BV, a company incorporated in Belgium under company number BE 1013.185.289, and the use of this website. In these terms we and us mean LIDI Partners BV, and you means the company or person engaging us.

Where a signed engagement letter says something different, the engagement letter prevails over these terms. Beyond that, these terms apply in full.

Your own purchase or general conditions do not apply, and are expressly excluded, whether they are referred to in your order, printed on your documents or sent to us at any time before or after the agreement is formed. Nothing we do amounts to acceptance of them.

2Use of this website

This website and everything on it – text, Field Notes, illustrations, structure and design – belong to LIDI Partners BV. You may read, quote briefly with attribution and link to it. You may not republish, redistribute, sell, or systematically copy or scrape it, or use it to train a machine-learning model, without our prior written consent.

The website is provided as it is. We do not warrant that it will be available without interruption or free of error, and we are not responsible for the content of any external site we link to.

3Proposals and formation of the agreement

Fees published on this site are indicative of our standard engagements. A proposal we send you is valid for thirty days from its date unless it says otherwise.

An agreement is formed when you accept a proposal or engagement letter in writing, or when we begin work at your request, whichever happens first. Beginning work at your request means you accept these terms.

4Scope

What we will do is described in the proposal or engagement letter. A fixed fee is a fixed fee for that scope.

Work falling outside it – additional workstreams, additional entities, a materially changed transaction, or a request repeated after a decision has been taken – is quoted separately and is not started before you approve it in writing.

5Fees, expenses and indexation

All fees are in euros and exclude VAT and any other applicable tax or duty.

Travel within Belgium, the Netherlands, Luxembourg and northern France is included. Travel beyond that, and any third-party cost incurred at your request, is charged at cost and only after your prior written approval.

For engagements running longer than twelve months, fees may be indexed once a year on the anniversary of the start date, in line with the Belgian consumer price index (health index).

6Invoicing and payment

Invoices are payable within thirty calendar days of the invoice date, in euros, without discount.

You may not set off, suspend or withhold any payment against a claim, a dispute, or an alleged shortcoming, whether or not it relates to the invoice concerned.

An invoice you wish to dispute must be disputed in writing, with reasons, within fourteen days of its date. An invoice not disputed within that period is deemed accepted in full.

7Late payment and suspension

If an invoice is not paid on the due date, and without any reminder or notice being required:

• interest accrues from the due date until payment in full, at the higher of 10% per year and the rate applicable under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions;
• a fixed indemnity of 10% of the invoiced amount, with a minimum of €50, becomes due as compensation for administrative and collection costs;
• reasonable costs of recovery, including legal costs, are payable in addition.

We may suspend all work, including work under other engagements, seven days after written notice of non-payment. Suspension does not extend any deadline, does not reduce any fee, and any cost of restarting is yours.

If an invoice is still unpaid fourteen days after a formal notice of default, we may terminate the agreement with immediate effect by written notice, and everything then invoiced or accrued becomes immediately due.

8Cancellation, postponement and early termination by you

We accept two to three mandates a year. A cancelled mandate is capacity that cannot be resold, which is why the following applies.

For a scheduled session, meeting or start date:

• cancelled or postponed more than fourteen days in advance: no charge;
• seven to fourteen days in advance: 50% of the fee for the cancelled element;
• less than seven days in advance, or non-attendance: 100%.

For a fixed-fee programme terminated by you after it has begun, amounts already invoiced remain due, and 30% of the unbilled remainder is payable as compensation for reserved capacity. Work already performed is invoiced in full.

The free introductory call may be cancelled at any time, for any reason, at no cost.

9Your responsibilities

The quality of what we deliver depends on what we are given. You will:

• provide information that is complete, accurate and timely, and tell us promptly if something you have given us turns out to be wrong;
• name one person with authority to answer questions and take decisions;
• give reasonable access to the people, data and systems the engagement requires;
• take the decisions the engagement depends on within the agreed timetable.

We are entitled to rely on what you give us without independently verifying it. Delay caused on your side moves the timetable, does not reduce the fee, and may require the work to be rescheduled against our other commitments.

10Advisory nature, and the absence of any guarantee

Our services are advisory. You remain solely responsible for deciding whether and how to act on what we recommend, and for the consequences of that decision.

We do not provide legal, tax, accounting, audit, regulatory, actuarial or investment advice, and nothing we deliver should be read as any of those. Where a question calls for one of them, take it to the appropriate professional.

We give no guarantee as to outcome. Nothing in a proposal, a deliverable or a conversation is a warranty or representation that a transaction will complete, that a synergy will be realised, that a valuation is correct, that a plan will hold, or that any financial or operational result will be achieved.

11Reliance: deliverables are for you alone

Every memorandum, model, plan, register, readout and note we produce is prepared for you, for the purpose stated in the engagement, and on the basis of information available at the time. It is not addressed to anyone else and is not a substitute for anyone else's own enquiry.

No third party may rely on our work. You will not disclose it to, quote it to, or make it available for reliance by any lender, investor, co-investor, buyer, seller, insurer or their advisers without our prior written consent. Where we give consent, we may make it conditional on a separate reliance letter and on terms agreed with that party.

We accept no duty of care and no liability whatsoever towards any person other than you, and you will hold us harmless against any claim brought by a third party to whom you passed our work in breach of this clause.

12Intellectual property

The methods, frameworks, templates, models, checklists and know-how we use remain ours, before and after the engagement, and nothing in the agreement transfers them.

On full payment you receive a non-exclusive, non-transferable, perpetual licence to use the deliverables within your own organisation, for the purpose for which they were prepared. That licence does not include the right to resell, publish, sublicense or distribute them outside your organisation.

We remain free to use the general experience, skill and know-how gained on an engagement, provided nothing confidential to you is disclosed.

13Limitation of liability

We accept liability for our own work, on the following basis.

• Our total aggregate liability arising out of or in connection with an engagement, on any legal basis, is limited to the fees actually paid to us for the specific service that gave rise to the claim.
• We are not liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of opportunity, loss of anticipated savings or synergies, loss of goodwill, reputational damage, or the cost of a transaction that does or does not complete.
• Any claim must be notified to us in writing, with reasons, within thirty days of the moment you became aware or should reasonably have become aware of it, and in any event within twelve months of the act or omission complained of. After that period the claim lapses.

Nothing in these terms limits or excludes our liability for fraud, for our own intentional fault, or for death or personal injury, or any other liability that cannot lawfully be limited.

14Confidentiality

Each of us keeps the other's confidential information confidential, uses it only for the engagement, and discloses it only to those who need it for that purpose and are bound to the same standard. This survives for five years after the engagement ends.

This does not apply to information that is already public other than through a breach, was lawfully known or obtained elsewhere, was developed independently, or must be disclosed by law, by a court or by a regulator – in which case the disclosing party gives the other prior notice where it is lawfully able to.

On written request at the end of an engagement we return or destroy your confidential material, except for one archival copy retained solely for professional record-keeping and legal defence, held under the same obligations.

15Personal data

Each party acts as controller for the personal data it processes for its own purposes. We process contact details of the individuals involved in an engagement for the purpose of performing it, as described in our privacy policy.

Where an engagement requires us to process personal data on your behalf, a separate data processing agreement is concluded before that processing begins.

16Conflicts of interest

LIDI Partners is run by a sitting chief executive. Before a mandate begins we run a written conflict check, and anything touching the markets of SOD.DEL NV is declined in writing rather than discovered halfway through.

If a conflict arises or becomes apparent during an engagement, we may withdraw from it on written notice. In that case fees are due for work performed up to the date of withdrawal, and nothing further is payable by either party.

17Direct engagement of the adviser

Our services are provided by LIDI Partners BV. During an engagement and for twelve months after it ends, you will not engage Ruben Claessens directly, or through another vehicle, for services of the kind covered by the agreement, other than through LIDI Partners BV – unless we agree otherwise in writing.

18References and publicity

Unless you tell us otherwise in writing, we may name you as a client and describe the engagement in general terms on our website, in proposals and in professional correspondence.

We may always describe the type of work in anonymised form – sector, size, nature of the problem – in a way that does not identify you.

You may not use our name, logo or any statement attributed to us in your own marketing, financing or transaction materials without our prior written consent.

19Force majeure

Neither party is liable for delay or non-performance caused by an event beyond its reasonable control, including natural disaster, fire, war, terrorism, civil unrest, strike, epidemic or pandemic, government measure, energy or transport disruption, failure of a telecommunications network or third-party platform, cyber-attack, and – given that our services are personal – the serious illness or incapacity of the individual performing them.

The affected party notifies the other promptly. Obligations are suspended for the duration. If the event lasts longer than sixty days, either party may terminate the agreement by written notice, with fees due for work performed up to that date and nothing further payable.

20Term, suspension and termination

A retainer runs for a minimum of six months and continues thereafter until terminated by either party on thirty days' written notice. A fixed-fee programme runs until it is complete, subject to clause 8.

Either party may terminate with immediate effect by written notice if the other commits a material breach that is not remedied within fifteen days of written notice, or becomes insolvent, enters judicial reorganisation, or ceases to trade.

Termination does not affect any right or obligation accrued before it, and does not affect the clauses that by their nature continue – in particular reliance, intellectual property, limitation of liability, confidentiality and governing law.

21Amendments, severability and entire agreement

The version of these terms in force is the version published on this website on the date the agreement is formed. We may change them; a change applies only to agreements formed after it is published. Superseded versions are available on request.

If any provision is held invalid or unenforceable, it is replaced by a valid provision that comes as close as possible to its intended commercial effect, and the remainder stays in force.

Our failure or delay in enforcing a provision is not a waiver of it.

You may not assign the agreement, in whole or in part, without our prior written consent.

The engagement letter together with these terms is the entire agreement between us on its subject, and replaces anything said or written beforehand.

22Governing law, jurisdiction and language

These terms and every agreement to which they apply are governed by Belgian law, to the exclusion of its conflict-of-law rules and of the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute is submitted exclusively to the courts of Brussels, Belgium. Nothing prevents us from seeking payment of an undisputed invoice before any other court with jurisdiction over you.

These terms are published in English, Dutch and French. In the event of any discrepancy between the versions, the English version prevails.

23Contact

Questions about these terms: ruben.claessens@lidipartners.com or +32 478 56 05 38.

LIDI Partners BV · Company number BE 1013.185.289 · Belgium.