Introduction

Arendt & 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.

Fees

Our 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. Unless otherwise agreed in writing, we charge for each lawyer 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:

• VAT (where applicable)
• Administrative expenses (secretarial work, telecommunication, postage, copies etc.)
• Disbursements (amounts we pay on your behalf) such as notaries or bailiff's fees
• Specific expenses, such as travel expenses, courier services or translation costs

Conflict of interest

Before accepting your instructions, we have made 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.

Professional secrecy

We are bound by strict professional secrecy rules under Luxembourg law, a breach of which may incur criminal liability. 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 terms

We 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 as from the date of receipt. As our client you are the person responsible for the payment unless we have agreed otherwise in writing. In case of late payment, 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 liability

All 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.

Communications

We 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.

Records

We 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 jurisdiction

Our 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 financing

The Luxembourg anti-money laundering regulations require us to impose obligations on us to obtain sufficient knowledge of the ultimate beneficial owners of our clients and matters, including their identity, their legal or tax status, their business and the origin 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 (including tax fraud) 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. As our client, you confirm that you comply with applicable tax laws and regulations (either based on your nationality, registered office, residence, domicile or otherwise) and that any instructions provided to us in relation to services to be provided by us comply with such laws and regulations. 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.

Mandatory disclosure tax rules

To the extent that (i) a matter entrusted to us is likely to constitute a reportable cross-border arrangement (“Arrangement”) within the meaning of the law of 25 March 2020 implementing Council Directive 2018/822/EU of 25 May 2018 (“DAC 6 Law”) and (ii) we do not act as main tax advisor in relation to the same matter, you will provide us, upon request and without delay, with information on the qualification of the Arrangement for the purpose of applying DAC 6 Law as well as any supporting documents. In case no such information and supporting documents are provided, you undertake to hold us harmless and indemnify us against all liabilities, damages, losses or claims arising from such absence.

A matter is likely to constitute a reportable cross-border arrangement where it includes indications of potential risk of tax avoidance, also called “hallmarks”. Hallmarks are specifically listed by the DAC 6 Law. Some hallmarks trigger the reporting obligation only if the Arrangement meets a main benefit test. As an intermediary subject to legal professional privilege, Arendt has no reporting obligations but the latter lies with any other intermediaries not subject to legal professional privilege, or the relevant taxpayer(s). You acknowledge that you may be treated as an intermediary or a relevant taxpayer involved in the Arrangement and may therefore have to file a report with the tax authorities within the deadlines prescribed by the DAC 6 Law.

Data protection

In accordance with the provisions of the data protection law applicable to the Grand-Duchy of Luxembourg and the Regulation n°2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “Data Protection Law”), you acknowledge that, acting as data controller, we collect, store and process, by electronic or other means, your personal data in order to provide the services required and to comply with our legal obligations.

If you are an individual, the data processed includes in particular your name, address, date and place of birth, nationality, profession, contact details, preferred language, banking information, or any other personal data contained in the file entrusted with us. If you are a legal person, the same categories of data may be processed as regards i) our contact persons at your firm and ii) your beneficial owners (altogether the “Personal Data”).

The Personal Data you provide us with is processed for the purposes of handling your queries, managing our files, client relationship management and complying with any applicable legal obligations such as anti-money laundering and terrorism financing requirements.

You acknowledge your right to:

(i) access your Personal Data,
(ii) ask for your Personal Data to be rectified where it is inaccurate or incomplete,
(iii) object to the processing of your Personal Data,
(iv) ask for erasure of your Personal Data,
(v) ask for data portability if certain conditions provided under the Data Protection Law are met.

You also acknowledge the existence of your right to object to the use of your Personal Data for marketing purposes.

You may exercise the above rights by sending an email to dpo@arendt.com or by writing to our Data Protection Officer at:

Arendt & Medernach
Attention: Nathalie Bloch, Data Protection Officer
41A, avenue J.F. Kennedy
L-2082 Luxembourg
Grand Duchy of Luxembourg.

You also acknowledge the existence of your right to lodge a complaint with the National Commission for Data Protection.

Your Personal Data may be transferred to other entities or individuals located in and outside the European Union (namely our affiliate entities, independent experts, notaries, bailiffs or other foreign lawyers). Your Personal Data will not be transferred to any country outside the European Union which does not ensure an adequate level of protection unless you gave us prior authorization to do so or specific measures (such as adequate contractual arrangements) have been taken by us in order to ensure that the requirements of the applicable data protection law have been fulfilled. We may also transfer your personal Data to other third parties, such as governmental or regulatory agencies including tax authorities, in or outside the European Union, in accordance with applicable laws and regulations. In any case, any transfer of your Personal Data will be undertaken in compliance with the strict professional secrecy rules under Luxembourg law.

We will finally not retain your Personal Data for longer than required for the purposes of its processing, subject to the legal limitation periods.