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Terms & Conditions

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1. INTRODUCTION

The present terms and conditions (the “Terms”) govern the business relationship of our Firm (the “Firm”; all references herein to “we”, “us”, “the Firm”, and similar words and phrases refer to Etude Wirtz) with our clients (the “Client” or as the case may be “you”) and set out the basis on which we accept instructions and conducts business with the Client.

Instructions are implemented exclusively for the benefit of the Client giving the instructions and the Client may exclusively relay on the services provided by our Firm.

A letter of engagement signed by the Firm may alter or override any of these terms. By instructing us, you agree to be bound by these terms.

2. FEES

Unless otherwise agreed, fees will be based on time spent on your file in accordance with the hourly rate fixed for each of the lawyers working on your file, whereas these may be amended in respect of the complexity or the outcome of the matter. These hourly rates may be amended from time to time and are available upon request by the Client. These rates are exclusive of VAT and other costs. Except agreed otherwise, estimates are provided for information purposes and dot not qualify as a firm quotation.

The following expenses will be added to our professional fees: VAT, if applicable, office expenses (telephone, telefax, internet costs, postage and special couriers), disbursements (amounts paid on your behalf) such as bailiff’s feed, specific expenses, such as travelling and translation costs.

Our professional fees with costs will be invoiced by regular statement of fees and expenses.

Once the matter is terminated, our fees and costs relating to your matter will still remain payable by you. Payment is due within one month starting on the date of the invoice. If payment is not made within this time period, interest will be charged as provided for by Directive 2000/35/EC of the European Parliament and of the Council of 29 June 2000 on combating late payments in commercial transactions. We are allowed to proceed with compensations between due amounts on each side, if applicable.

3. CONFLICTS OF INTERESTS

Before accepting your instructions, we have made reasonable verification that there is no conflict of interest preventing us from acting for you.

If a conflict arises while our Firm is acting for you, we will contact you to discuss how to deal therewith, whereas our Firm will make all endeavours in order to act in your best interests.

4. DATA PROTECTION

You hereby authorise and empower us to collect, store and process your personal information necessary and required in respect of providing the services to you and to allow us 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).

Your data will be kept as long as required for the provision of our services to you, subject to the legal period of limitation.

5. MONEY LAUNDERING

In order to comply with Luxembourg money laundering requirements and to satisfy our professional KYC obligations, we may need to obtain evidence and sufficient information relating to the Client, their identity, their business and the nature and origin of the funds that pass through our accounts or which are involved in any transactions.

Under certain circumstances and conditions, we are obliged by the applicable rules to report any suspicious activity where we know or suspect that money or property is the subject of money laundering. Our obligation to report to the authorities prevails our legal duty of secrecy and confidentiality.

You cannot hold us liable for any loss where it arises as a result of any such disclosure to the relevant authorities.

6. CONFIDENTIALITY

While implementing instructions, we will take appropriate measures to preserve confidentiality of the client relationship.

7. LIMITATION OF LIABILITY

We will be liable to the Client, or any third party, for losses, damages, costs or expenses (the “Losses”) which are determined to have been caused by our gross negligence, breach of contract or wilful default. Any liability arising out of or in connection with any instructions or any services provided by the Firm is limited to the amount that is paid out for that event under the liability insurance coverage taken out by the Firm.

The right to compensation for damages shall at any rate terminate 24 (twenty-four) months after the date of issuance of our invoice relating to the matters subject to our engagement.

8. RECORDS

We are entitled to retain all you papers and documents until all amounts due or accrued have been discharged. When we have sent you final statement of fees and expenses, we will retain your file of papers (except for any of your papers which have been returned to you) for ten years. After this period, we may destroy your file.

9. MISCELLANEOUS

Our advice should not be disclosed to any third party without our prior written consent. We accept no responsibility for any consequences arising from reliance upon our advice by any person other than the Client.

You will provide us with any documents and information that we may need to complete this engagement.

Unless instructed otherwise, we will assume that all of your employees, directors and officers who give us instructions are authorized to do so and that we may act on oral instructions.

We may correspond, convey documentation and generally communicate with you and any third party in connection with our services electronically (unless expressly requested otherwise on specific matters) and receive such communications from you and any third party.

Electronic transmission of information by e-mail on the Internet or otherwise has inherent risks and that such communications may become lost, delayed, intercepted, corrupted or be otherwise altered, rendered incomplete or fail to be delivered. As the electronic transmission of information cannot be guaranteed to be secure or error-free and its confidentiality may be vulnerable to access by unauthorized third parties, neither party shall have any responsibility or liability to each other on any basis other than your or our bad faith, fraud or wilful default in respect of any error, omission, claim or loss arising from or in connection with the electronic communication of information by us for you or any third party or to us by you or any third party (or their or our reliance on such information).

If any of the terms of business set out herein are declared void, illegal or otherwise unenforceable, the remainder shall remain fully applicable.

10. GOVERNING LAW AND JURISDICTION

Any instructions to act for you, our engagement and these Terms are governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. The Courts of Luxembourg City shall have exclusive jurisdiction.