Terms and conditions of services

1 Scope of the Services

1.1 The scope of the Services between the Law Firm and the Client will be specified from time to time in the Engagement Letter (“Matters”). If not specified in the Engagement Letter, the Law Firm will provide the following Services to the Client:

• Advice in respect to matters of Luxembourg law (including but not limited to corporate law, mergers and acquisitions, commercial, employment, banking and finance, tax, antitrust, litigation and arbitration, intellectual property and IT matters, administrative, law, succession planning and inheritance matters)
• Representation before civil and/or administrative courts and other bodies
• Corporate administration services

1.2 Our assistance will be based on our understanding of the relevant laws, case law and practice as at the time it is given. Any subsequent changes in law and practice may therefore affect our conclusion. We have no obligation, if not agreed differently, to update our advice for any subsequent changes in the law or practice.

1.3 Matters are allocated to staff according to the number and level of personnel as deemed appropriate by the Law Firm in order to deliver a first class quality service in a cost-effective manner.

1.4 As the Matters proceeds, we will keep the Client informed of progress and explain any issues which arise in relation to the Matters. We will also keep the Client informed as to the likely outcome of the Matters including our views on the risk of the Matters not concluding satisfactorily.

1.5 During our work, we may provide to the Client drafts of documents produced by us, such as letters of advice or reports, for the Client’s review. The Client cannot rely on a draft until its contents have been finalised and confirmed in writing even if we do not provide the Client with a final version of the advice or report. Multiple copies and versions of finalised documents may exist in different media. In the case of any discrepancy, a signed hard copy is definitive.

1.6 The Law Firm is authorised to take instructions from the Client and any other person whom we reasonably believe to have been authorised by the Client to give instructions to us.

1.7 To the extent that the Law Firm deems it useful or necessary for the provision of Services, the Law Firm is entitled to engage domestic and foreign corresponding lawyers on behalf of the Client. The Law Firm is entitled to invoice the Client for work done by such persons. Other third parties will only be engaged by the Law Firm on the Client’s behalf with the prior consent of Client.

1.8 Our engagement by the Client creates rights and obligations only between the Client and us. The opinions and advice of any nature are specific to a particular Client in the context of an assignment and cannot be transposed to other situations or persons who would in no case benefit from them and they cannot in no case enforce any term of our engagement by virtue of any applicable law.

2 Fees

2.1 The Law Firm’s fees for professional services are calculated on the basis of the time spent on a matter by reference to the hourly rates and as agreed in the Engagement Letter from time to time. The hourly rate applicable depends on the experience and the seniority of the lawyers involved, as well as other circumstances, such as the urgency and the complexity of the Matter.

2.2 In addition, we will charge for “other services” on terms and rates we may determine from time to time, which it is our practice to record separately (such as, but not limited to work done in connection with our being responsible for the supply and operation of a data room (including use of legal support staff), translation, photocopying, telephone calls and faxes and other non-legal work which is outsourced by us.)

2.3 Our fees may include time spent travelling on Client instructions and which is not used productively for other purposes.

2.4 The Law Firm charges a flat administration surcharge in the amount of currently 3 % of the total fees involved. This surcharge covers email, internet, telephone and facsimile charges and copying (courier services such as DHL or similar are excluded from the flat surcharge).

2.5 The Law Firm will be reimbursed for: (i) disbursements (i.e. third party expenses, such as stamp duty or external search fees) and business travel (or equivalent) expenses which we have incurred; and (ii) costs and charges of other counsel, notaries, experts and accountants (or similar providers of services), whom we have engaged to provide services on your behalf.

2.6 Where we are required to do so, VAT will be charged in addition to the amounts charged under paragraphs 2.1 to 2.4.

2.7 Any estimate of our fees provided to you in relation to a particular matter is only an estimate, based on our knowledge of the matter and our assessment of the amount of work necessary to fulfil our instructions at the time the estimate is given. If any of those assumptions or our assessment at that time prove to be incorrect or our instructions are altered, that estimate may not remain accurate. Any estimate should not therefore be regarded as definitive, nor as providing an upper limit as to our fees.

3 Invoices and Payment Terms

3.1 The Law Firm will submit invoices in accordance with either agreed arrangements or otherwise at such intervals as we consider appropriate. Each invoice will include a description of the work undertaken by us. Accounts should be settled within 30 days. The Law Firm reserves the right to charge legal interests, calculated on a daily basis or to exercise a lien over any monies or documents in our possession in relation to invoices that are not paid within that time.

3.2 The Law Firm is entitled to attend to the collection of any amounts awarded in any matter handled on behalf of the Client. Furthermore, the Client hereby assigns to the Law Firm any awarded compensation, up to the total amount of the Law Firm’s fees and expenses, by way of payment.

4 Communications

4.1 Unless the Client informs us to the contrary, the Law Firm may communicate, by whatever means we consider appropriate and without prior reference to the Client, directly with members of the Client’s staff or the Client’s other advisers whom we consider appropriate and whom we reasonably believe are involved in the Matters and can assist in the provision of our services from time to time. Unless the Client informs us to the contrary, we will assume that the Client consents to us communicating with the Client and his other advisers about the Matters (including confidential information) by email. However, the Client is aware and understands that email communications are not totally secure or error-free.

4.2 The Law Firm uses filtering software to reduce the receipt of spam and the introduction of viruses into our systems. Since there is a risk that legitimate correspondence may also be subject to filtering, the Customer cannot assume that all emails have been received. The customer must then ensure that all emails have reached us and follow important communications by telephone, fax or post. We decline any responsibility if our filtering software does not work and, consequently, if the Client’s computer systems are infected by a virus when an email is sent by the Firm.

5 Client Confidentiality

5.1 The Client is protected by Luxembourg professional secrecy laws. Unless otherwise instructed by the Client in the Engagement Letter, the Law Firm assumes that the Client agrees to the Law Firm disclosing (i) that the Client is a client of the Law Firm (provided that the Law Firm does not disclose any detail for the work rendered for the Client); (ii) that the Law Firm has been engaged by the Client for a specific transaction or matter (provided that the transaction or Matters has otherwise become public and the Law Firm does not disclose anything relating to the work rendered for the Client).

5.2 If the Client contacts us about a potential matter, but decides not to instruct us, the Client agrees that we may act for another client whose interests may differ from the Client’s matter, subject to protecting our confidential information in accordance with our usual practice and applicable rules.

6 Ownership of Work Products and Confidential Information

6.1 All documents, materials and other work, including inventions, which the Law Firm either alone or together with others creates, develops, makes, produces or invents while rendering Services to the Client and all legal rights therein (“Intellectual Property”) shall be the sole and exclusive property of the Law Firm. The Law Firm hereby grants the Client the non-exclusive right to use, and to allow use by third parties under the obligation of confidentiality, of such Intellectual Property without any limitation of time and place.

6.2 All information provided by the Client to the Law Firm, including financial information, proprietary information, trade secrets, internal policies, business plans, customer information, organisational charts or other materials relevant to the work the Law Firm performs on the Client’s behalf (“Confidential Information”) shall remain the sole and exclusive property of the Client and will be kept strictly confidential by the Law Firm. No Confidential Information shall be used by the Law Firm directly or indirectly for any purpose other than in connection with the Law Firm’s representation of the Client or for the Services carried out by the Law Firm upon the Client’s instructions.

7 Document Retention

The Law Firm will physically or electronically archive its correspondence and other documents relevant to any matter in which it acts for the Client, for a period of ten (10) years from the date on which the Matter is completed. After the expiration of such period, the Law Firm is entitled, without prior notice to the Client, to destroy and/or delete any documents held.

8 Data protection

8.1 By accepting these General Conditions, the Client acknowledges having been informed that the Law Firm collects, processes and stores his personal data strictly necessary for the performance of the services requested by him in accordance with Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data („Regulation„).

8.2 The personal data thus collected will be processed by the Law Firm in order to allow the execution of the Client’s requests for services as well as the management of the file and the relationship with the Client.

8.3 The personal data collected will be retained for the time necessary for the performance of the services by the Law Firm subject to the statutory limitation periods.

8.4 Subject to legal or regulatory requirements, the personal data collected are not intended to be communicated to third parties other than the persons designated by the Client as well as certain professionals whose intervention is necessary to carry out the operations envisaged by the Client.

8.5 The Client also acknowledges having been informed of the rights granted to him by the Regulation, namely:

1. The right to access his personal data and, if necessary, to obtain a copy;
2. The right to request the rectification of personal data when they are inaccurate or incomplete;
3. The right to obtain the erasure of personal data (right to be forgotten);
4. The right to object to the processing of personal data;
5. The right to request the restriction of the processing of personal data;
6. The right to the portability of personal data when the conditions laid down in Article 20 of the Regulation are fulfilled;
7. The right to file a complaint with the National Data Protection Commission.

To exercise the rights from 1 to 6 listed above, the Client should directly contact the Law Firm by email at info@duro-partners.com or by regular mail at the Law Firm’s postal address.

8.6 For any further information concerning the collection and processing of personal data, the Client may consult our data protection policy which is available on our website at the following address: http://www.duro-partners.com or contact directly the Law Firm by email at the following address: info@duro-partners.com.

9 Conflicts of interest

9.1 The Law Firm has procedures designed to prevent acting for one client in a matter where there is, or there is a significant risk of, a conflict with the interests of another client. If the Client is aware, or becomes aware, of a possible conflict, please raise it immediately with the partner responsible for the Firm.

9.2 Notwithstanding the above, the Law Firm is a full service Law Firm representing numerous clients, nationally and internationally, over a wide range of industries and businesses and in a wide variety of Matters. For this reason, without a binding conflicts waiver where applicable rules allow, conflicts of interest might arise that could deprive the Client or other clients of the right to select us as their counsel. Thus, as an integral part of our engagement in respect of any matters, except where otherwise agreed with the Client, we may, now or in the future, represent other clients adverse to the Client or any affiliate on matters that are not substantially related to matters for which the Client has retained us (an “Unrelated Matter”).

10 Anti-money laundering

The Law Firm is subject to laws and regulations on anti-money laundering. In order to comply:

10.1 We are required to ask the Client to provide us with relevant information concerning the Client and its beneficial owners for the purpose of performing customer due diligence checks (in particular: the verification of the identity of the Client and its beneficial owners, the purpose and intended nature of the business relationship, the proof of the origin of the funds, etc…), which the Client will agree to provide us without delay at our request. The Client also consents to the electronic verification of its identity as well as that of its beneficial owners.

10.2 We are required to report to the relevant authorities any suspicious activity. We are prohibited from informing the Client that we have made such report (i.e. tip-off).

10.3 In some circumstances, we may be obliged to cease working on the matters without explanation.

10.4 We will not be liable to the Client for any loss, damage or delay the Client may suffer as a result of our fulfilling our statutory obligations (or in acting as we may reasonably believe we are required to do so) so long as we have acted in good faith.

11 Termination

11.1 Either the Client or the Law Firm may, in principle, terminate the engagement with immediate effect by giving written notice at any time.

11.2 Upon termination of the Law Firm’s engagement, the Client will be obliged to pay the fees for work done and the expenses incurred up to the time of termination.

12 Notices

All notices or other communications under these Terms and Conditions must be given in writing. For the purposes of these Terms and Conditions, notices and other communications are deemed to be given in writing if and when (a) delivered by hand (with written confirmation of receipt), (b) sent by regular or registered mail or courier, (c) sent by telefax, or (d) sent by e-mail, in each case to the appropriate address and telefax number as a party may designate by notice to the other party.

13 Severability

If any provision of these Terms and Conditions is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall continue in full force. In this event, these Terms and Conditions shall be construed, and, if necessary, amended in a way to give effect to, or to approximate, or to achieve a result which is as close as legally possible to the result intended by the provision hereof determined to be void, illegal or unenforceable.

14 Amendments

From time to time, it may be necessary to make amendments (“Amendments”) to these Terms and Conditions. In such case, the Law Firm will notify the Client in writing of any Amendments made.

15 Acceptance

These Terms and Conditions are accepted by the Client either (i) by signing a copy of this document and returning it to the Law Firm in accordance with section 12; or (ii) by instructing the Law Firm to provide the Client with Services, or allowing the Law Firm to continue to provide the Client with legal services, in which cases the Law Firm may assume that the Client has accepted these Terms and Conditions. These forms of acceptance shall also apply to any Amendments.

16 Governing Law, Place of Exclusive Jurisdiction

These Terms and Conditions as well as any dispute arising out of or relating to the services provided by the Law Firm, including the jurisdiction clause shall be governed by Luxembourg law. The place of exclusive jurisdiction shall be the city of Luxembourg. DURO & PARTNERS