The present General Terms and Conditions govern all the service proposals, business and contractual relationship between the Client and Arendt Business Advisory as well as the assignments accepted by the latter. The general terms and conditions of the Client, if any, will not bind in any manner Arendt Business Advisory.


1. Proposals

Proposals do not constitute a commitment from Arendt Business Advisory as long as they are not accepted by the Client and qualify as “Agreement” as defined below. They shall give the most accurate description of the services to be performed. They remain valid for a period of 30 days.


2. Definitions

Agreement means any written agreement, also often referred to as “Engagement letter” (including its exhibits as amended, varied, and supplemented from time to time) entered into between the Client and Arendt Business Advisory or “Proposal” duly accepted by the Client, regarding the performance of Services to be provided to the Client by Arendt Business Advisory at the request of the Client.

Arendt Business Advisory means Arendt Business Advisory S.A., a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 41A, avenue J.F. Kennedy, L-1855 Luxembourg, R.C.S. Luxembourg B 211706.

Client is the Client as defined in the Agreement.

Confidential Information means any information, and other documents, provided by a Party to the other, orally or in writing, for the drafting, the signature and the performance of any Agreement.

Force Majeure means any occurrence which (i) hinders, delays or prevents a Party from performing any of its obligations, and (ii) is beyond the control of, and without the fault or negligence of, such Party, and which (iii) by the exercise of reasonable diligence such Party is unable to prevent or provide against.

Services mean any services to be provided to the Client by Arendt Business Advisory as contemplated in the Agreement.

The Client and Arendt Business Advisory are hereafter referred to as the “Parties” and each individually as a “Party”.

Words in the singular include the plural and vice versa. The words “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the meaning of the words preceding those terms.

In these General Terms and Conditions, unless otherwise specified or the context otherwise requires, a reference to a person includes a reference to governments, foundations, individuals, legal entities, firms, partnerships, companies, corporations, associations and organisations (in each case irrespective of whether or not they have a separate legal personality).

Any words in capital letters not defined in these General Terms and Conditions are defined under the Agreement.


3. Scope of the General Terms and Conditions

3.1. These General Terms and Conditions shall exclusively apply to and shall govern any Agreement pertaining to the provision of Services by Arendt Business Advisory to the Client.

3.2. In case of any discrepancy between a provision of these General Terms and Conditions and provisions contained in the Agreement, the provisions of the Agreement shall prevail.


4. Services

4.1. The Services to be performed by Arendt Business Advisory shall only be those covered by the Agreement.

4.2. Arendt Business Advisory has the right to change the composition of the team in charge of the Services.

4.3. For the performance of the Services, Arendt Business Advisory may request advice or assistance and/or delegate in whole or in part the performance of the Services to third parties.

4.4. The performance of any Services by Arendt Business Advisory is subject to the fulfillment by the Client of the obligations contained in articles 5 and 14 of the General Terms and Conditions.


5. Obligations of the Client

The Client undertakes:

5.1. to comply strictly with legal and administrative regulations in force during the performance of the Agreement in Luxembourg or abroad.

5.2. to provide to and/or to ensure that Arendt Business Advisory is provided with all the documents it has requested in order to fulfill its obligations pursuant to the rules and regulations pertaining to the combat against money laundering and terrorism financing.

5.3. to refrain from doing anything that may affect the financial situation, the independence and reputation of Arendt Business Advisory, its affiliates, its directors, its officers, its employees and its associates.

5.4. to give its instructions to Arendt Business Advisory only in written form (letter, fax, email), the Client bearing the burden of proof that such communication has been received.

5.5. to cooperate without reserve with Arendt Business Advisory and provide it, in due time, with all the information required to enable Arendt Business Advisory to comply with its obligations under Luxembourg law, the Agreement and the present General Terms and Conditions.

5.6. to provide Arendt Business Advisory with timely access to all data, information and contact persons for the execution of the Agreement. The Client shall be responsible for the accuracy and completeness of all data and information provided to Arendt Business Advisory.

6. Obligations of Arendt Business Advisory

6.1. Arendt Business Advisory will use and exercise reasonable skills, efforts and care in the performance of its services. In no event, shall Arendt Business Advisory be bound by an obligation of result (“obligation de résultat”).

6.2. Arendt Business Advisory will keep with care the documents of the Client. Arendt Business Advisory shall not be held liable for any loss or deterioration, partial or total, resulting from an instance of Force Majeure, theft, fire, flood, explosion or similar events.


7. Fees

7.1. Estimates are provided for information purposes only and should not be regarded as quotes.

7.2. Fees for the Services to be performed by Arendt Business Advisory shall be determined in the Agreement.

7.3. All fees and hourly rates are exclusive of VAT and disbursements (e.g. out-of-pocket expenses, if any, notary fees, publication fees, disbursements, registration fees and generally any external service provider fees or specific expenses, such as travelling and translation costs) and will be based on the cost-of-living index applicable in Luxembourg (“indice pondéré du coût de la vie”). Moreover, Arendt Business Advisory is entitled to increase its fees and hourly rates from time to time.


8. Payment Terms and Conditions

8.1. The Client is responsible for the payment of fees unless the parties have agreed otherwise in writing.

8.2. Fees will be invoiced in Euros. All payments will be made in the same currency as the currency in which the Services are invoiced to the account of Arendt Business Advisory as indicated on the invoices. All bank charges and fees that arise out of or are in any way related to any payment made by the Client shall be borne by the Client.

8.3. Arendt Business Advisory may ask the Client to pay one or several fee installments in advance. If the Client fails to pay such fee installments article 12 will apply. In this case Arendt Business Advisory reserves the right to charge the Client for any work already done.

8.4. Invoices issued for the performance of the Services are payable within the term specified in the invoice or in the Agreement. Fees and expenses are payable upon receipt, if no derogating term of payment is mentioned on the invoice or in the Agreement.

8.5. After Arendt Business Advisory has sent the Client an invoice, it may deduct  the amount due from any monies it holds, or may in the future receive, on the Client’s behalf within thirty (30) days after the date of the issuance of the invoice unless Arendt Business Advisory has received payment during that period. In case of non-payment within thirty (30) days after the date of the issuance of the invoice, 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.

8.6. Should any claim or dispute arise regarding the validity of the Agreement and/or the performance of the Services and/or the amount of fees, the Client shall not be discharged of its obligation to make the payment in full and the fees shall remain payable by the due date.

8.7. Arendt Business Advisory is entitled to retain all the Client’s papers, documents and already produced deliverables until all amounts due or accrued have been paid.


9. Taxes

9.1. All prices are exclusive of any taxes and the Client shall be responsible for the payment of value added taxes and other taxes, duties, tax levies and other fees which are due, or may become due with respect to the Agreement and its execution.

9.2. The Client agrees to indemnify Arendt Business Advisory if, for any reason, Arendt Business Advisory has to pay any such taxes.


10. Limitation of liability

10.1. Arendt Business Advisory and/or its employees will perform the Services with due care. Arendt Business Advisory and/or its employees shall not be held liable for any consequential, incidental, direct or indirect, punitive or special damage of any kind, except in case of gross negligence or willful misconduct.

10.2. The liability of Arendt Business Advisory shall be limited to the lower of (i) five times the amount of the total fees charges in the relevant matter or (ii) EUR 1.000.000 (one million Euros).

10.3. In the event that the Client fails to perform its obligations pursuant to the Agreement, Arendt Business Advisory and/or its employees shall not be held liable for the non-performance of its own obligations arising out of the Agreement.

10.4. Arendt Business Advisory shall, as far as possible, consult the Client before requesting the advice and/or assistance of third parties, and shall in any event exercise the requisite due care in selecting such third parties. In case Arendt Business Advisory engages third parties as described above, Arendt Business Advisory and/or its employees shall not be held liable for any acts or omissions of these third parties. The Client authorizes Arendt Business Advisory to accept any limitation of liability of third parties on its behalf.


11. Force majeure

11.1. A Party shall not be held liable for any delay or failure to perform any of its obligations if such delay or failure arises from or is attributable to a Force Majeure event.

11.2. If a Party suffers a Force Majeure event, then the performance of its obligations shall be suspended. If the Force Majeure event continues for more than one (1) month, the Parties may negotiate in good faith the termination or the partial termination of the Agreement in connection with the Services the performance of which is rendered impossible because of the Force Majeure event.

11.3. Force Majeure shall under no circumstances discharge the Client from its obligation to pay the amounts due to Arendt Business Advisory pursuant to the Agreement.


12. Duration and Termination

12.1. The General Terms and Conditions shall be effective on the date of the beginning of business relationship between the Parties or, at the latest, on the Effective Date of the Agreement entered into between Arendt Business Advisory and the Client.

12.2. If the Agreement is entered into for an unlimited period of time, it may be terminated by each Party upon two (2) months prior notice period.

12.3. Notwithstanding the preceding provisions, the Agreement may be terminated at any time by each Party with immediate effect in case of serious misconduct of the other Party. The following are considered as serious misconduct:

• Non-compliance by either Party with its legal and/or regulatory and/or statutory obligations;
• Non-compliance by either Party with its contractual obligations as described in the Agreement;
• Non-compliance by the Client with the provisions of Article 14 of these General Terms and Conditions;
• Failure by the Client to pay fee installments,invoices and/or reimburse expenses.


13. Intellectual Property Rights

13.1. Arendt Business Advisory is the owner or the licensee of (i) its name, logo, domain names, used or appearing on its documents and website and of (ii) any intellectual property rights in connection with its name, logo and/or Services (“Intellectual Property Rights”).

13.2. The Client agrees not to copy or use the name, domain name and/or the Intellectual Property Rights in any manner, without the prior written consent of Arendt Business Advisory.

13.3. All documentation belonging to Arendt Business Advisory is subject to copyright and may not be copied or reproduced without its written consent.


14. Anti-money Laundering

14.1. The Client acknowledges that, pursuant to Luxembourg law, Arendt Business Advisory is subject to rules and regulations pertaining to the combat against money laundering and terrorism financing and therefore that it has the obligation i.a. to identify and verify the identity of its clients and, where applicable, of their ultimate beneficial owner(s), their legal or tax status, to obtain information on the purpose and nature of the business relationship, the origin of funds and to conduct ongoing monitoring of the business relationship.

14.2. The Client acknowledges that the rules and regulations mentioned above require Arendt Business Advisory, under certain conditions, to report any suspicious activity to the relevant Luxembourg authorities. In the event that Arendt Business Advisory has any such suspicion, the obligation to report to the relevant authorities will prevail, notwithstanding any confidentiality obligations. Arendt Business Advisory will not be liable for any loss which may arise as a result of any such disclosure taking place to the relevant authorities or the consequences derived therefrom. The Client confirms that it complies with applicable tax laws and regulations (either based on its nationality, registered office, residence, domicile or otherwise) and that any instructions provided to Arendt Business Advisory in relation to services to be provided by Arendt Business Advisory comply with such laws and regulations. Should the requests to the Client with regard to applicable rules in this respect not be completed to the satisfaction of Arendt Business Advisory, the latter reserves the right to withhold the delivery of services. The engagement will only be effective once the relevant procedures have been fully and successfully completed.

14.3. The Client undertakes to provide Arendt Business Advisory on first demand and without delay with any information and/or document required in order to enable Arendt Business Advisory to fulfill its obligations pursuant to the rules and regulations mentioned above.

14.4. The Client undertakes to inform Arendt Business Advisory without delay with up-to-date information in case any information provided to Arendt Business Advisory in the above context has changed (including changes in relation to its ultimate beneficial owners) and to provide Arendt Business Advisory with the relevant documents pertaining thereto.


15. Data Protection

15.1. 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”), the Client acknowledges that, acting as data controller, Arendt Business Advisory collects, stores and processes, by electronic or other means, the Client’s personal data in order to provide the services required and to comply with its legal obligations.

15.2. If the Client is an individual, the data processed includes in particular the 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 Arendt Business Advisory. If the Client is a legal person, the same categories of data may be processed as regards i) Arendt Business Advisory’s contact persons at the Client and ii) the Client’s beneficial owners (altogether the “Personal Data”).

15.3. The Personal Data the Client provides Arendt Business Advisory with is processed for the purposes of handling the Client’s queries, managing the Client’s files, client relationship management and complying with any applicable legal obligations such as anti-money laundering and terrorism financing requirements.

15.4. The Client acknowledges his right to:

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

The Client also acknowledges the existence of his right to object to the use of his Personal Data for marketing purposes.

The Client may exercise the above rights by sending an email to dpo@arendt.com or by writing to Arendt Business Advisory’s Data Protection Officer at:
Arendt Business Advisory S.A.
Attention: Nathalie Bloch, Data Protection Officer
41A, avenue J.F. Kennedy
L-2082 Luxembourg
Grand Duchy of Luxembourg.

The Client also acknowledges the existence of his right to lodge a complaint with the National Commission for Data Protection.

15.5. 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). Personal Data will not be transferred to any country outside the European Union which does not ensure an adequate level of protection unless the Client gave Arendt Business Advisory prior authorization to do so or specific measures (such as adequate contractual arrangements) have been taken by Arendt Business Advisory in order to ensure that the requirements of the applicable data protection law have been fulfilled. Arendt Business Advisory may also transfer 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 Personal Data will be undertaken in compliance with the strict professional secrecy rules under Luxembourg law.

15.6. Arendt Business Advisory will finally not retain Personal Data for longer than required for the purposes of its processing, subject to the legal limitation periods.


16. Confidentiality

16.1. The Parties are obliged, at all times, to respect and protect the confidentiality of the Confidential Information acquired through the drafting, the signature and/or the performance of the Agreement.

16.2. Any Confidential Information acquired through the drafting, the signature and/or the performance of the Agreement shall be used exclusively for the purpose of the performance of the Agreement.

16.3. The following shall not be deemed Confidential Information: (i) information in the public domain, (ii) information available to a Party before the Parties entered into a contractual relationship or (iii) information that a Party is authorized to disclose by a prior written notice from the other Party.

16.4. Notwithstanding the above, Arendt Business Advisory shall be authorized, when required to do so by Luxembourg competent authorities, to disclose the Confidential Information to comply with its legal obligations.

16.5.  In case Arendt Business Advisory subcontracts any part of the Agreement to a third party, the Client agrees that Confidential Information may be made available to such sub-contractor, provided that the provisions pertaining to Confidentiality set out above are complied with, in particular by means of conclusion of a confidentiality agreement with the relevant sub-contractor.


17. Non-exclusive Agreement

The Client acknowledges and agrees that Arendt Business Advisory will be able to provide the same kind of Services to other clients.


18. Communications

18.1. Arendt Business Advisory will communicate with the Client by e-mail, mail, and fax. Unless otherwise notified in writing by the Client, Arendt Business Advisory will assume that the Client agrees to communicate by e-mail or fax.

18.2. Arendt Business Advisory cannot guarantee that third parties may not obtain access, read and then modify information and documentation transmitted by e-mail. Arendt Business Advisory assumes no liability for damages to the Client or to third parties resulting from the transmission of e-mails.

18.3. Arendt Business Advisory may accept to receive instructions by phone only if such instructions are confirmed in writing.


19. Notice

All notices required to be given under these General Terms and Conditions shall be given in writing and delivered to the address of the contact persons designated in the Agreement, by registered letter with acknowledgement of receipt or by express messenger service, except if otherwise indicated in the General Terms and Conditions or in the Agreement. Notices shall be deemed given where personally delivered or on the date of first presentation of the letter to its recipient.


20. Amendment

Any variation, modification or amendment to these General Terms and Conditions shall be deemed valid once received by the Client and if the latter tacitly accepts them. The Client is considered to have tacitly accepted the modification or amendment if Arendt Business Advisory does not receive, within thirty (30) days as from the sending of the amendment or modification, a letter from the Client refusing such modification or amendment to the General Terms and Conditions.


21. Severability

21.1. In case one or more provisions of these General Terms and Conditions and/or of the Agreement should be considered invalid, illegal, inapplicable, unlawful or unenforceable for any reason whatsoever, the other provisions shall remain valid and enforceable according to its terms.

21.2. In the event of such partial invalidity, the Parties shall seek in good faith to agree on replacing any such legally invalid, illegal, inapplicable, unlawful or unenforceable provision with a valid and enforceable provision which shall most nearly and fairly reflect the Parties’ intent in entering into these General Terms and Conditions and/or Agreement.


22. Interpretation

22.1. The preamble/recitals and the schedules (if any) of the Agreement and/or of these General Terms and Conditions form an integral part of this Agreement and/or these General Terms and Conditions and will have the same force and effect as when set out in the body of the Agreement and/or these General Terms and Conditions. References to the Agreement and/or to these General Terms and Conditions include the preamble/recitals and the schedules.

22.2. The headings of the clauses of these General Terms and Conditions and/or of the Agreement are for convenience only and shall not be binding.


23. Non-waiver

Tolerance by one Party regarding any delay, breach or failure in the performance of the obligations by the other Party with respect to these General Terms and Conditions and/or the Agreement shall not affect or restrict such Party’s rights and powers arising under these General Terms and Conditions and/or the Agreement.


24. Non-solicitation

During the term of the Agreement and for a period of eighteen (18) months immediately afterwards, the Client and its affiliated entities will not (i) directly or indirectly induce or seek to induce any employee of Arendt Business Advisory to leave the latter’s employment for employment by the inducing Party, (ii) employ, contract with or manage any employee of Arendt Business Advisory, nor (iii) encourage or assist any individual or entity to do (i) or (ii) above. Any breach of this clause will give rise to an indemnity equal to twenty-four (24) months of remuneration to be paid by the hiring Party to Arendt Business Advisory.


25.Assignment

25.1. Arendt Business Advisory may, without the prior written consent of the Client, assign or transfer these General Terms and Conditions and/or the Agreement or any of its rights under these General Terms and Conditions and/or the Agreement, or sub-contract any or all of its obligations under these General Terms and Conditions and/or the Agreement.

25.2. The Client may not, without the prior written consent of Arendt Business Advisory, assign, transfer, charge or deal in any other manner with these General Terms and Conditions and/or the Agreement or any of its rights under these General Terms and Conditions and/or the Agreement, or purport to do any of the same, nor sub-contract any or all of its obligations under these General Terms and Conditions and/or the Agreement.


26. Survival

In case of termination of the General Terms and Conditions, the clauses of the present General Terms and Conditions, in particular articles 7, 8, 10, 13, 14, 15, 16 and 23 which are expressed or implied to continue after termination or expiration shall survive to the termination.


27. Governing law and jurisdiction

27.1. These General Terms and Conditions and the Agreement shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.

27.2. Any dispute arising regarding the existence, the performance or the interpretation of these General Terms and Conditions and the Agreements shall be submitted to the exclusive jurisdiction of the courts of Luxembourg, Grand Duchy of Luxembourg.

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