Model seat agreement

(DRAFT)

HEADQUARTERS AGREEMENT
BETWEEN
THE KINGDOM OF BELGIUM
 AND
“X”


The Kingdom of Belgium, hereinafter referred to as “Belgium”,

and

“X”;

Having regard to (treaty establishing “X”), hereinafter referred to as “the Treaty”;

Responding to the desire of “X” to establish a liaison office in Belgium, hereinafter referred to as “the Office” ;

Wishing to conclude an agreement to determine the privileges and immunities necessary for the functioning of the Office and for the successful accomplishment of the mission of its staff;

Considering that Belgium recognises the international legal personality of “X”;

Considering that these privileges and immunities are granted to the Office and its personnel in the interest of its independence and its good functioning in Belgium, and that the Office and its personnel shall always comply with Belgian laws and regulations;

Have agreed as follows :


CHAPTER I

PERSONALITY, PRIVILEGES AND IMMUNITIES
OF THE LIAISON OFFICE OF “X”


Article 1

For the purpose of this Agreement:

a) “the Office” means the liaison office of “X”, officially established in Belgium;
b) “the official activities of the Office” means the activities that are necessary for the accomplishment in Belgium by the Office of the objectives and the statutary missions of general interest it has been charged with by “X” in accordance with the provisions of the Treaty;
c) “the official use” means the actions as well as the acquisition of goods or services that are indispensible for the performance by the Office of its official activities in Belgium, or that are necessary for its good functioning, and the costs of which are finally paid for by “X”;
d) "the archives" means all records, correspondence, documents, manuscripts, computer and media data, databases, photographs, films, video and sound recordings belonging to or held by the Office or by its personnel within the scope of its official activities;
e) “the premises of the Office” are the land and the buildings or parts of buildings used exclusively for the exercising of the official activities of the Office;
f) “the Head of the office” means the highest ranking official of the Office;
g) “the officials/staff members/members of personnel of the Office”: to be negociated;
h) “locally engaged personnel”: id.
i) “dependents”: id.
j) “experts”: id.
k) “permanent residents”: id.

Article 2

The Office shall have legal capacity, and in particular the capacity to:

  • conclude contracts;
  • acquire and dispose of movable and immovable property;
  • institute and participate in legal proceedings.

Article 3

Within the scope of its official activities the Office shall enjoy immunity from jurisdiction and execution, except that the immunity of the Office shall not apply:

a) to the extent that the Office shall have expressly waived such immunity in a particular case;
b) in respect of a civil action by a third party relating to persons or goods, insofar as this civil action is not directly connected with the official activities of the Office;
c) in respect of a civil action by a third party for damage caused by a motor vehicle belonging to, or operated on behalf of, the Office or in respect of a motor traffic offence involving such a vehicle;
d) the attachment [pursuant to the final order of a court of law] of the salaries and emoluments owed by “X” to a staff member;
e) in respect of any counter-claim directly connected with court proceedings initiated by the Office;
f) in respect of the enforcement of an arbitration award made in accordance with article xx of the Agreement on the privileges and Imunities of “X”/article 31 of the present Agreement.

Article 4

1. The properties and assets of “X” used for the exercising of the official activities of the Office may not be subject to any form of requisition, confiscation, sequestration nor to any other form of seizure or constraint.

2. Should any form of expropriation be necessary, all appropriate action will be taken to prevent the exercising of the functions of the Office being impeded in any way. In this case Belgium will give its assistance to enable relocation of the Office.

Article 5

The archives of the Office shall be inviolable.

Article 6

1. The premises of the Office are inviolable. Permission by the Head of the Office shall be required for access to its premises.

2. This permission, however, shall be assumed to be given in case of emergencies requiring prompt protective action.

3. Belgium shall take all appropriate measures to prevent invasion or damage to the Office premises, to prevent the peace of the Office being disturbed or its dignity being diminished in any way.

Article 7

Freedom of communication within the scope of its official activities shall be guaranteed to the Office. Its official correspondence shall be inviolable.

Article 8

1. Without prejudice to the international provisions and to the relevant provisions of the European Community the Office may hold in Belgium currency of any kind and operate accounts in all currencies insofar as necessary for the execution of operations corresponding to its aim.

2. Belgium undertakes to grant the Office all authorisations necessary to freely transfer, according to the modalities provided for in the applicable national regulations and international agreements, funds necessary for the setting up, the operation or the closing down of the Office.

Article 9

1. The Office, its properties, its incomes and other goods destined for its official use shall be exempt from all direct taxes.

2. No exemption from direct taxes shall be granted for incomes of the Office which originate from an industrial or commercial activity exercised by the Office or by one of its members for the Office.

Article 10

Without prejudice to the obligations arising for Belgium from the treaties concerning the European Union and the application of Belgian legal and regulatory provisions regarding public order, security, health or morals, the Office may import all goods and publications destined for its official use.

Article 11

When the Office makes substantial purchases of movable or immovable goods or has substantial services performed that are strictly necessary for the exercising of its official activities and where the price includes indirect taxes or VAT, appropriate measures shall be taken whenever possible with a view to the remission or reimbursement of the amount of these taxes.

Article 12

The Office shall be exempt of all indirect taxes regarding goods imported, acquired or exported by it or in its name for its official use.

Article 13

The Office shall be exempt from all indirect taxes regarding the official publications that it receives or sends abroad.

Article 14

In order to avoid that the application of the exemptions should result in any distortion of competition, no exemption of duties or of indirect taxes is granted for activities or for the acquisition of goods or services that are destined:

  • for any other professional activity than the official use of the Office;
  • for an industrial or commercial activity exercised by the Office or by one of its members for the Office, for “X” or for a Member State of “X”:
  • for an activity exercised within the scope of a programme of an other international organisation;
  • for the personal advantage of members of personnel of the Office.

Article 15

The goods belonging to the Office cannot be disposed of in Belgium except under conditions provided by Belgian laws and regulations.

Article 16

The Office shall not be exempt from taxes and duties that are, in fact, no more than charges for public utility services.

Article 17

Without prejudice to the obligations arising for Belgium from the treaties concerning the European Union and the application of laws and regulations, the conditions and procedures for the application of Articles 8, 9, 10, 11, 12, 13, 14 and 15 shall be determined by the competent Belgian authorities.


CHAPTER II

LEGAL POSITION OF STAFF MEMBERS


Article 18

The Head of the Office and his/her assistant shall enjoy the immunities, privileges and facilities granted to the members of the diplomatic personnel of diplomatic missions. Their legal partner and their dependent minor children, living under the same roof, shall enjoy the privileges granted to the legal partners and to the minor children of the diplomatic personnel.

Article 19

1. All officials of the Office shall enjoy:

a) exemption from all taxes on salaries, emoluments and indemnities paid to them by “X”, from the date on which their incomes are subject to taxation for the benefit of “X”, created by the member States of “X” and subject to recognition by Belgium of this internal taxation system; Belgium reserves for itself the right to take into account the said salaries, emoluments and indemnities for calculating the amount of tax to be levied on the taxable income originating from other sources;
b) the facilities accorded to officials of international organisations in respect of currency or exchange regulations.

2. All officials of the Office shall enjoy:

a) legal immunity for acts performed in their official capacity, including words written or spoken; such immunity shall apply even after they have left the service;
b) inviolability of all official papers and documents.

3. All officials of the Office, as well as their legal legal partner and their dependent minor children, living under the same roof, shall enjoy exemption from measures restricting immigration and from aliens registration formalities. This exemption shall be given in accordance with Belgian legislation on the matter.

4. For the exercising of their official functions within the Office, the officials of the Office shall not be subject to Belgian legislation on employment of foreign workers.

5. The Office shall notify the Protocol Service of the Federal Public Service Foreign Affairs of the arrival and final departure of its officials and shall also provide the following specific information about all its officials and other servants:

a) surname and first name
b) place and date of birth
c) sex
d) nationality
e) permanent residence (town, street, number)
f) civil status
g) composition of the family
h) the social security scheme chosen by the staff member

The Protocol Service of the Federal Public Service Foreign Affairs shall be notified, within two weeks, of any changes to the above-mentioned data.

Article 20

1. The provisions of article 19.1 a) shall not apply to pensions and annuities paid by “X” to its former officials in Belgium or to their successors nor to salaries, emoluments and indemnities paid by “X” or by the Office to its servants engaged for a period of less than one year or who do not occupy a permanent position at “X” considering the mission and the statutory regulations of that Organization.

2. The competent Minister of Finance shall determine the conditions and procedures for the application of article 19.1 a) as well as of the present article.

Article 21

1. Without prejudice to the obligations arising for Belgium from the treaties concerning the European Union and to the application of laws and regulations, the officials of the Office, except the persons referred to in Article 16, shall enjoy the right, during a period of twelve months following their first taking up their duties in Belgium, to import or purchase, in exemption of import duties and value added tax (VAT), furniture and a motor vehicle for their personal use in Belgium.

2. The competent Minister for Finance shall determine the limits and conditions under which this Article applies.

Article 22

1. The Office shall issue, before the 1st of March of each year, to all beneficiaries a form specifying, besides their names and addresses, the amount of the salaries, emoluments and indemnities, pensions or annuities paid to them by “X” or by the Office during the course of the previous year.

2. Regarding salaries, emoluments and indemnities liable to taxation for the profit of “X”, this form shall also mention the amount of this tax.

3. Besides, the Office shall send before the same date a duplicate of this form directly to the competent Belgian Fiscal Administration.

Article 23

Belgium shall not be bound to extend to its own nationals or to permanent residents the advantages, privileges and immunities granted under this Agreement, except for those provided for in Article 19.1 a) and 19.2 of this Agreement.

Article 24

1. The officials of the Office who are not Belgian nationals or who  are not permanently residing in Belgium and are not exercising in Belgium any other gainful activity except that required by their functions, can choose to be covered by the social security schemes applicable to the officials and other servants of “X”. This right of option must be exercised by the official within two weeks of his first taking up his duties, and must benotified, within the same delay, in accordance with Article 19.5.

2. The Office will ensure coverage by the Belgian social security system of its Belgian officials or permanent residents, as well as of its officials who have not opted for coverage by the social protection schemes provided by “X” itself.

3. “X” undertakes to guarantee its officials posted in Belgium who are covered by its own social security schemes, as well as their legal partner and their dependent children, living under the same roof, referred to in Article 19.3, advantages equivalent to those provided by the Belgian social security system.

4. Belgium can obtain from the Office or from “X” the repayment of costs incurred for any aid having a social character it may have to provide to officials of “X” posted to the Office who are covered by the social security schemes applicable to officials of “X”. This provision is also applicable to their legal partner and their dependent children, living under the same roof, referred to in Article 19.3.


CHAPTER III

GENERAL PROVISIONS

Article 25

The privileges and immunities are granted to the officials of the Office only in the interest of “X” and not for their personal advantage. The Head of the Office shall waive all immunity whenever the immunity would impede the course of justice and such waiver does not prejudice the proper functioning of the Office.

Article 26

“X”, the Office and all their officials shall comply with Belgian laws and regulations and with judgments rendered against them.

Article 27

The Office and all its officials shall co-operate at all times with the appropriate Belgian authorities to facilitate the proper administration of justice, to ensure observation of police regulations and to prevent the occurrence of any abuse in connection with the immunities and privileges provided for in this Agreement.

Article 28

1. The persons referred to in articles 18 and 19 of the present Agreement shall not enjoy any legal immunity regarding motor traffic offences or damages caused by a motor vehicle.

2. The Office and its officials shall comply with all obligations imposed by Belgian legislation concerning civil liability insurance for the use of any motor vehicle.

Article 29

Without prejudice to the rights conferred upon the Office and its officials and other servants by this Agreement, Belgium reserves the right to take all necessary precautions in the interest of its security and of public order.

Article 30

Belgium shall have no international responsibility whatsoever for the activities of the Office on its territory as regards the acts or omissions of the Office or of its officials and other servants acting or failing to act in the exercise of their functions.


CHAPTER IV

Final Provisions

Article 31

1. Any difference of views regarding the application or interpretation of this Agreement, which cannot be resolved through direct negotiations between the Parties, may be submitted, by one of the Parties, to an arbitral tribunal composed of three members.

2. The Parties shall each appoint one arbitrator.

3. The third arbitrator shall be appointed by both Parties upon consultation.

4. The third arbitrator shall be the President of the arbitral tribunal.

5. In case of disagreement on the choice of the third arbitrator, the third arbitrator shall be appointed by the President of the International Court of Justice at the request of the Parties.

6. The dispute shall be brought to the arbitral tribunal upon application of either Party.

7. The arbitral tribunal shall determine its own procedure.

Article 32

The Office shall notify the Protocol Service of the Federal Public Service Foreign Affairs of the end of its activities in Belgium three months before its closure.

Article 33

Both Parties shall notify each other of the completion of the internal constitutional and legal procedures required for the entry into force of this Agreement.

The Agreement shall enter into force on the first day of the second month following the date of exchange of the last notification, with effect from the date of signature, except as regards the immunity from jurisdiction and execution mentioned in article 3 and article 19.2 a).

This Agreement can be revised at the request of one of the Parties.

 

IN WITNESS WHEREOF, the Representatives of the Kingdom of Belgium and of “X” have signed this Agreement.

DONE in Brussels, on …, in triplicate, in the English, French and Dutch languages, the English and French texts being authentic.

For the Government of the Kingdom of Belgium:


For “X”: