IntroductionArendt & Medernach SA is a société anonyme registered with and regulated by the Luxembourg bar. Arendt & Medernach SA is registered with the Luxembourg Trade and Companies’ Register under number B 186371.These terms of business govern the relationship between our Luxembourg office and our foreign representative offices with our clients. This document sets out the basis on which Arendt & Medernach SA accepts instructions and conducts business with clients. A letter of engagement signed by the partner in charge of your matter may alter or override any of these terms. By instructing us, you agree to be bound by these terms.
FeesOur fees are established according to the rules set forth by Luxembourg law and the Luxembourg bar, taking into account inter alia the importance of the matter, its complexity and the outcome. For each lawyer 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 reviewed from time to time. Our final professional fee will be based on the time our lawyers spend on the matter and there may be an additional charge if the work is particularly complex or the outcome is particularly satisfactory. If a transaction or other matter is terminated, our fees will still remain payable by you. Unless otherwise agreed in writing, estimates are provided only as a guide and should not be regarded as a firm quotation. The following expenses will be added to our professional fee:
Conflict of interestBefore accepting your instructions, we have made reasonable verifications that there is no conflict of interest that prevents us from acting for you. If a conflict arises while we are acting for you, we will contact you to discuss how to proceed. We will use all reasonable endeavours to ensure that we act in your interests.
Professional secrecyWe are bound by strict professional secrecy rules under Luxembourg law, and our breach will give rise to criminal sanctions. Accordingly, we will treat all information about your business and affairs as confidential (unless we are required to disclose any information by law or by agreement with you).
Payment termsWe will send statements of fees and expenses periodically to cover the work we have performed on the matter and disbursements we have made on your behalf during the period. Our statements of fees and expenses are payable upon receipt. As our client you are the person responsible for the payment unless we have agreed otherwise in writing. If our statements are not discharged within one month of the date thereof, interest will be charged 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 we have sent you a statement of fees and expenses, we may deduct the amount due from any monies we hold, or may in the future receive, on your behalf within one month of the date of the statement unless we have received payment during that period. We may ask you to pay one or several fee installments in advance, both at the start of our engagement and as the matter progresses. If you fail to pay such fee installments, we reserve the right to cease our work on your behalf and charge you for any work already done.
Limitation of liabilityAll liability to you in respect of breach of contract or breach of duty or negligence or otherwise arising out of or in connection with our engagement or the services we provide shall be limited to the lower of (i) five times the amount of the total fees charged by us in the relevant matter or (ii) EUR 1,000,000 (one million Euros). We shall, as far as possible, consult you before engaging third parties, and shall in any event exercise the requisite due care in selecting such third parties. We will not be liable for any acts or omissions of third parties. You authorize us to accept any limitations of liability of third parties on your behalf.
CommunicationsWe will communicate with you by e-mail, post, fax or telephone. Unless you notify us otherwise in writing, we will assume that you are satisfied for us to communicate by e-mail or fax, although we cannot guarantee the security or confidentiality of such communications. It is your responsibility to ensure that communications to the fax number or e-mail address you give us are secure. Our advice will be final and binding only when signed by one of our partners and delivered to you by post, fax or in PDF format.
RecordsWe are entitled to retain all your papers and documents until all amounts due or accrued have been discharged. When we have sent our final statement of fees and expenses, we will retain your file of papers (except for any of your papers which you ask to be returned to you) for five years. After this period, we may destroy your file.
Governing law and jurisdictionOur relationship with you is governed by Luxembourg law and subject to the exclusive jurisdiction of the courts of Luxembourg City.
Anti-Money laundering regulations and fight against terrorism financingThe Luxembourg anti-money laundering regulations impose obligations on us to obtain sufficient knowledge of new clients and new matters, their identity, their business and the nature of funds. The rules also require us, under certain conditions, to report any suspicious activity where we know or suspect that money or property is the subject of money laundering or terrorism financing. In the event that we have any such suspicion, our obligation to report to the authorities will prevail. This legal duty overrides any duty of secrecy that we owe you as our client. We cannot accept any liability for loss where it arises as a result of any such disclosure to the authorities.Should our requests to you with regard to applicable rules in this respect not be completed to our satisfaction, we reserve the right to withhold the delivery of services. Our engagement will only be effective once the relevant procedures have been fully and successfully completed.
Data protectionYou hereby authorise and empower us to collect, store and process your personal information required to enable us to provide the services required and to comply with our legal obligations. We undertake not to transfer your data to any third parties, except if required by law or authorised by you. You have a right to access your personal data and may ask for a rectification where such data is inaccurate or incomplete. You have a right to object to the use of your data for marketing purposes (e.g. invitations to seminars or legal updates). We will keep your data for as long as required for the provision of our services to you, subject to the legal period of limitation.