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MOLITOR Avocats à la Cour is a Luxembourg société à responsabilité limitée registered with the Luxembourg Bar (List V), established at 8, rue Sainte-Zithe, L-2763 Luxembourg (Grand Duchy of Luxembourg), and registered with the Luxembourg Trade and Companies Register under number B 211810 (“MOLITOR”, “we”, “us”, “our”). A list of authorised signatories of MOLITOR can be provided upon request.
These are the General Terms and Conditions as amended from time to time (the “Terms and Conditions”) on the basis of which MOLITOR accept instructions and conduct business with you (“you”, the “client”). They cover MOLITOR, its managers (gérants), persons working for or on behalf of MOLITOR, all persons engaged by MOLITOR to carry out any instructions, and all other persons for whose acts or omissions MOLITOR may be held liable. Certain persons who perform professional services for MOLITOR may be referred as “partners”. Like employees, lawyers, trainee lawyers working for MOLITOR, they act exclusively on behalf of and at the risk of MOLITOR in performing professional services.
By instructing us in whatever form, including but not limited by signing an engagement letter, you agree to be bound by the Terms and Conditions.
The Terms and Conditions are applicable to any instructions to us, including any subsequent, amended or additional instructions given to us by you, by any employee, director or other legal or apparent representative of your organisation. The Terms and Conditions apply to all matters entrusted to us by you.
The Terms and Conditions also apply to any actionable relationship that arises as a result of your instructions or of their implementation.
Instructions are implemented exclusively for the benefit of the client who requests them. Unless we expressly consent in writing, no other natural or legal person(s) than the client may rely on or has any rights in connection with the results of such instructions or the manner of implementation thereof.
The Terms and Conditions may be amended from time to time at MOLITOR’s sole discretion and the latest version of the Terms and Conditions shall prevail.
Initial or subsequent instructions are to be delivered in writing, by letter, fax or e-mail. We may act on oral instructions received from you without being obliged to do so. You expressly accept the risks relating to the communication of instructions by fax, e-mail or orally particularly regarding any errors, omissions or delays that might occur in their execution. In particular, you acknowledge that e-mail transmission cannot be guaranteed to be secure or error free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. We therefore accept no liability for any errors or omissions in the contents of such communication which arise as a result of e-mail transmission. If verification is required, you agree to request a hard copy version.
Upon your request or at our initiative, MOLITOR may, for your guidance, indicate an approximate time frame for implementing your instructions. Unless otherwise agreed in writing, this time frame is intended to be a non-binding time indication and will in no circumstances constitute a formal deadline.
Unless otherwise agreed in writing, our lawyer’s fees will be based on time units worked, multiplied by the applicable rates as set from time to time by us. There may be an additional charge if the work is particularly complex or the outcome is particularly satisfactory.
The applicable rates take into account inter alia the importance and urgency of the matter and its complexity.
The applicable hourly rates may be revised each year as of 1st January. The revised hourly rates and the fees will be agreed with you by e-mail or any means of written communication.
Disbursements incurred on a client’s behalf, including but not limited to translation costs, bailiff, transportation and travel expenses, documentation costs, registration costs, company excerpts, stamp duties, notarial fees, taxes etc., are charged to you separately at their actual cost.
General office costs, including postage by regular mail, telephone charges, charges for faxes and electronic communications, photocopying expenses and expenses for the preparation of documents are charged at a flat rate of 8.50% of the fees. This rate may vary from time to time.
MOLITOR may also charge you, on the basis of the quoted hourly fee rates, for the time which we spend reviewing documents or questionnaires or doing preliminary legal research which is necessary to enable us to prepare an accurate fee estimate.
Fees and expenses to cover general office costs may be subject to Luxembourg Value Added Tax (VAT) at the applicable rate if the recipient of the invoice is based within the European Union (EU) and does not provide us with his EU-identification number prior to receiving our statement of fees and expenses or has no VAT identification number.
Our fee estimates are provided to you on a best-guess basis and do not constitute a minimum or a cap on our professional fees. If the time spent on your matter is less than the estimated time you will only be charged for the time spent. If the time spent on your matter is in excess of the estimated time you will be charged for the entire time spent on the matter.
Fee estimates are based on the general assumption that we are promptly and effectively provided with all documents and information needed to perform our professional services.
In particular, it is always assumed that all documents made available to us are drafted in English, French or German, are in a legible, electronic version and are complete and accurate. It is also assumed that all powers of attorney, declarations, draft resolutions, agreements and other documents to be executed by you or by third parties are properly completed and executed and promptly returned to us.
Fee estimates do not include VAT (if applicable) or expenses.
Our statements of fees and expenses are payable within fifteen (15) days. Late payments will be automatically subject to late interest as of the due date. The rate of the late payment interest is provided to you together with our fee estimate and may vary from time to time. If no rate is provided to you, the late payment interest rate will be 12.00% per year. All statements of fees and expenses of MOLITOR must be paid without deduction of any taxes. If any tax is due on the fees and expenses of MOLITOR, the statement shall be increased so that the amount received by MOLITOR is equal to the amount which would have been due and paid in absence of such tax.
Prior to any work and in order to ensure the payment of any outstanding fee and expense, we can require the payment of a security deposit which amount will be communicated to you when entering into relationship. This security deposit will be returned to you at the closure of the file or at the end of the main phase, if all of our fees and expenses have been paid within fifteen (15) days after the closure of the file or at the end of the main phase. Otherwise you expressly authorize us to use all or part of the security deposit for unpaid fees and expenses, without prejudice to our right to obtain payment of the surplus if the security deposit is lesser than the amount still owed us.
The preceding paragraph applies without prejudice to our right to request at any time a provision for services already rendered or to provide. We reserve the right to suspend the executions of all instructions in case of non-payment of the provision.
We assume that it is you that will pay our fees and expenses. If this assumption is incorrect, please notify us at once and kindly provide us with the full particulars of the payer, including its VAT number.
MOLITOR is responsible for its lawyers and employees.
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 of any lawyer of MOLITOR shall be limited to the amount paid out, if any, under our professional liability insurance policy in the matter concerned.
In the event and to the extent that no monies are paid out under the professional liability insurance for whatever reason, any and all liability on our part shall be limited to five times the amount of the total fees charged to you in the relevant matter but only up to a maximum total amount of EUR 125,000.00.
A limitation or exclusion of liability within the meaning of this article does not apply to loss or damage resulting from deliberately reckless or intentional misconduct on the part of MOLITOR.
The right to compensation for damages shall at any rate terminate thirty-six months (36) after the date upon which the client discovered, or should reasonably have discovered, the occurrence of the event that caused, whether directly or indirectly, the damages for which MOLITOR is liable. This shall also apply, if compensation is claimed for damages on the grounds of a right taken over or acquired from a third party.
MOLITOR may engage the services of third parties if appropriate.
MOLITOR will exercise due care when hiring a third party and will consult with you about the selection of a third party, other than for the assistance of notaries (“notaires”), translators or bailiffs (“huissiers de justice”), if it is customary and reasonable in the context of our relationship to do so.
MOLITOR will not be liable for any acts or omissions of third parties. You authorise us to accept any limitations of liability of third parties on your behalf.
Luxembourg money laundering legislation imposes strict obligations on us to obtain detailed knowledge of our clients’ identity, their business and the origin of their funds in the context of combating money laundering and the financing of terrorism.
You commit promptly to provide us with all accurate and complete documents and information requested by us in order to determine your identity or that of your clients. In addition, you will promptly complete and return to us all periodical Client Identification Confirmation Forms we will send you, together with all documentary evidence requested or useful in such context.
You further commit promptly to fill in, sign and return to us complete and accurate Declaration(s) of Beneficial Ownership and any other forms provided by us to this effect, together with all documentary evidence requested or useful in such context.
You finally commit immediately to inform us of any changes with respect to your identity, that of your clients or the beneficial ownership of the funds or assets related to the matter and to provide us with all supporting documents.
We expressly reserve the right not to implement instructions from you or to stop implementing instructions until we have received all requested documents and information in a satisfactory form.
MOLITOR cannot be held liable for any delays, losses or costs suffered or incurred by you in connection with the above identification procedures.
MOLITOR is compelled by the Luxembourg law on money laundering and the financing of terrorism to inform the Luxembourg public prosecutor of all suspicious transactions which could implement money laundering schemes or finance terrorism. 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 confidentiality that we owe to you as our client.
We cannot accept any liability for loss where it arises as a result of any such disclosure to or directions from the authorities.
You 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 correction where such data is inaccurate or incomplete.
We are subject to strict rules on professional confidentiality under Luxembourg law and the rules of the Luxembourg Bar, and our breach will give rise to criminal sanctions. We do not disclose any client related information unless we are required by law and our professional rules of the Luxembourg Bar or with your prior written agreement.
Prior to accepting your instructions, we use our best efforts to make reasonable check that there is no conflict of interest that prevents us from acting for you, in accordance with the professional rules of the Luxembourg Bar.
If a conflict arises while we are acting for you, we will contact you to discuss how to proceed and endeavour to resolve that conflict in discussions with the relevant parties by applying the professional rules of the Luxembourg Bar.
If we are unable to resolve a conflict, we may terminate our relationship immediately.
If we cease to act for you, we may act for other clients whose interests can be opposed to your own provided that we comply with our professional rules.
MOLITOR is the sole and exclusive owner of the legal advice and documents produced by its lawyers and employees, and holds all the intellectual property rights pertaining thereto.
Clients shall not, without MOLITOR’s prior written consent, reproduce or use such legal advice or documents for any purposes other than in relation to the matter and for the purpose for which they were provided.
Clients shall not reproduce MOLITOR’s intellectual property, including, but not limited to, logos, trademarks, website, materials, without MOLITOR’s prior written consent.
MOLITOR is entitled to retain all your papers and documents until all amounts due or accrued have been settled. When MOLITOR has sent our final statement of fees and expenses, we will retain your paper file (except for any of your papers, which you expressly asked to be returned to you) for five (5) years. After this period, MOLITOR may destroy your file or charge you a annual lump sum cost of EUR 400. – (excluding VAT) per year.
Our relationship is governed by Luxembourg law only and exclusive competence is given to the courts of Luxembourg-City, Grand Duchy of Luxembourg. No claim can be made unless litigation is commenced in such a court within one year of the discovery thereof.
MOLITOR, as claimant, shall have the option of submitting a dispute to any court that has jurisdiction in the absence of this provision.