Any instruction by you in your capacity as a client shall always constitute an instruction of our law firm’s relevant partner or lawyer in charge.

As such, the present terms of business govern the relationship between our clients and our law firm’s relevant partner or lawyer in charge, following which the present document sets out the terms under which the relevant partner or lawyer in charge accepts instructions and conducts business with its clients, in addition to the specific terms and conditions, if any, set forth in the engagement letter signed by our law firm’s relevant partner or lawyer in charge.

By instructing us, you agree to be bound by these terms, in addition to the terms and conditions set forth in the engagement letter signed by our law firm’s relevant partner or lawyer in charge.

Conflicts of Interest

Before accepting your assignment, we have made reasonable verifications that no conflict of interest prevents us from acting on your behalf.

If a conflict of interest would arise while acting on your behalf, we shall contact you in order to discuss the thereto related follow-up.

Data Protection

By instructing our firm, you authorise us to collect, store and process your personal information required to enable us to provide our services and to comply with our legal obligations.

We shall not transfer the aforementioned data to any third parties, except if required by law, if required in the accomplishment of our assignment, or if authorised by you.

At any time, you shall be entitled to access your aforementioned personal data and you shall be obliged to immediately inform us about any inaccuracy or incomplet

Anti-Money Laundering

Regulations

Please note that the Luxembourg anti-money laundering regulations impose obligations on us to obtain sufficient knowledge of our clients and their affaires, including but not limited to their identity, their business and the nature of funds.

These rules also require us to under certain conditions report any suspicious activity to the authorities.

In the event of such suspicion, our legal obligation to report to the authorities shall prevail. This legal obligation overrides any of our duties of secrecy towards our clients, following which we cannot accept any liability for loss where it arises as a result of any such disclosure to the authorities.

Should you fail to complete to our satisfaction our requests to you with regard to applicable rules in this respect, we reserve the right to without further notice withhold the delivery of services. Our engagement shall only be effective upon the integral accomplishment of the relevant procedures.

Professional Secrecy

We shall treat all information about your business and affairs as confidential, except if we are required to disclose any of the relevant information by law or by agreement with you.

Estimates

Unless otherwise agreed in writing, estimates are provided by us only as a guide, following which they should never be regarded as a firm quotation.

We shall communicate with you by any means of communication, including but not limited to e-mail, courier services, postal mail, fax and/or telephone.

Except any thereto related written notification to the contrary to our attention, you are assumed to agree with the use of the aforementioned means of communications, including but not limited to e-mail, courier services, postal mail, fax and/or telephone, even though we cannot guarantee the security or confidentiality of such means of communication.

It is your responsibility to ensure that communications to the contact details provided to us are secure.

Please be informed that any advice provided by us will be final and binding only when signed by the relevant partner or lawyer in charge, and upon total payment of our law firm’s thereto related fees and expenses.

Our fees are established according to the rules set forth by Luxembourg law and the Luxembourg Bar Association.

For each lawyer or other member of our firm, we charge an hourly rate that is set in accordance with his or her individual experience. These rates are exclusive of VAT and may be modified unilaterally and without notice by our firm.

Our professional fees are based on the time spent on the matter and there may be an additional charge if the work has been particularly complex or the outcome particularly satisfactory. If a transaction or other matter has been terminated, our fees still remain payable by you.

Notwithstanding the applicability of any fixed fee for unspecified office expenses, specific disbursements paid by our law firm in connection with each assignment, including but not limited to court registry fees, bailiff’s expenses, process server expenses, cadastral excerpts, secretarial and travel expenses and/or translation costs, shall be additionally charged as specified disbursements.

We shall send statements of fees and expenses periodically to cover the work we have performed on the matter and the disbursements we have made on your behalf during the relevant period.

Any disagreement with respect to our statements of fees and expenses, if any, must be communicated to us by registered mail within two weeks following the date of the disputed statement of fees and expenses. If no protest is made within such period, the relevant statement of fees and expenses will be deemed to have been accepted.

Unless otherwise provided for, any default of payment is subject to the payment of interest as provided for by Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011 on combating late payments in commercial transactions.

After having sent you statements of fees and expenses, we may deduct any amount due from any funds we hold, or may in the future receive, on your behalf within one month of the date of the relevant statements unless we have received payment during that period.

Please note that we may at any time ask you to pay one or several down-payments in advance.

Any default of payment shall allow us to without further notice cease our work on your files and charge you for any work already done.

Limitation of liability

The partner or lawyer in charge of a client shall exclusively bear the professional liability with respect to the relevant client, subject to the present terms of business.

Any and all liability to you in respect of a breach of contract or a breach of duty or negligence, or otherwise arising out of or in connection with the engagement of our law firm’s relevant partner or lawyer in charge, or the services provided by the relevant partner or lawyer in charge, shall be limited to the lower of either (i) 5 (FIVE) times the amount of the total fees charged by us in the relevant issue,  or (ii) the amount of EUR 1.000.000,00 (ONE MILLION EUROS).

In case of engaging third parties, we shall, as far as possible, consult you before engaging such third parties, and shall further exercise the requisite due care in selecting the relevant third parties.

We shall not be liable for any acts or omissions of the relevant third parties and we are authorized by you to on your behalf accept any limitations of liability of the relevant third parties.

Any and all advices provided by us, unless otherwise previously agreed in writing by us, are exclusively for your benefit and must be kept confidential.

Our advices may not be relied upon except for the purposes to which they relate. They may further not be disclosed to or relied on by any third party, except our thereto related prior written consent or your legal duty to disclose it, if any.

We are entitled to retain all your papers and documents until all amounts due to our law firm have been fully paid.

Please be informed that upon communication of our final statement of fees and expenses, we will retain your file of documents, except any documents sent to you following your relevant request, if any, for a period of 5 (FIVE) years, following which the relevant documents shall be destroyed.

Our relationship with you is governed exclusively by the Luxembourg law and is subject to the exclusive jurisdiction of the courts of Luxembourg City.