Terms and conditions

Version as at 2018.05.31

Ref. 2261

 

Article 1 – Acceptance

This Retainer agreement (‘Retainer’) applies to all services provided by the law firm ChristmannSchmitt S.A.S. (‘ChristmanSchmitt’) founded and with its registered office at L-2143 Luxembourg, 45 rue Laurent Ménager, registered at the Trade And Companies Register [‘RCS’] of Luxembourg under No. B 212 183, regulated by the Luxembourg Bar (List V) or by any other person or company appointed by this firm).

In relation to action taken pursuant to the contract signed with ChristmanSchmitt, the Client is deemed to know and to have accepted the terms of the Retainer without reservation.

All services are provided by ChristmannSchmitt in accordance with the terms of the Retainer, which prevail over the Client’s contractual terms and conditions, unless otherwise expressly agreed in writing by ChristmannSchmitt.

Any agreement or derogation from this Retainer shall not be enforceable against ChristmannSchmitt, regardless of the terms and support, except after express and written acceptance by a representative of ChristmannSchmitt having the powers to do so.

ChristmannSchmitt reserves the right to modify the terms of the Retainer at any time. The latest version in force will prevail.

Article 2 – Confidentiality

ChristmannSchmitt, as a member of the Luxembourg Bar, strictly complies with the rules on confidentiality and professional secrecy.

Therefore, ChristmannSchmitt does not disclose any information relating to the Client, without the Client's express consent or in circumstances provided for by law and the rules that apply to the legal profession (‘Professional Regulations’).

Article 3 – Conflict of interests

ChristmannSchmitt has put in place internal procedures so as to avoid any conflict of interests, in accordance with the Professional Regulations.

In the event of a conflict of interests, ChristmannSchmitt and the Client agree to find an amicable solution based on dialogue and in compliance with the Professional Regulations. In the event that such a conflict cannot be resolved, either party may end the contractual relations.

Article 4 – Liability

ChristmannSchmitt performs its work diligently and with the reasonable care required. ChristmannSchmitt’s obligations are carried out to the best of its means.

ChristmannSchmitt provides its services in full compliance with the laws, regulations and rules of conduct in force and applicable in the Grand Duchy of Luxembourg as at the date the services are provided.

ChristmannSchmitt will not be liable for any consequences resulting from legislative or regulatory amendments (including for retroactive amendments) or from practices of the Luxembourg authorities that occur after the date the services were provided.

Any liability arising from an act or omission by ChristmannSchmitt relating to the provision of services will be covered in accordance with and within the limits set out in the professional liability insurance policy of the Luxembourg Bar, a copy of which the Client acknowledges having received.

In the event that the professional liability insurance policy of the members of the Luxembourg Bar does not apply for any reason, and unless otherwise agreed in the letter of engagement, ChristmannSchmitt’s liability will be limited, in all cases, to a maximum amount corresponding to the amount of the fees excluding taxes collected, multiplied by five.

Article 5 – Anti money-laundering measures

Notwithstanding the professional secrecy referred to in Article 2 of the Retainer, the anti-money laundering regulations require lawyers in Luxembourg to obtain a certain amount of information and documents in order to identify clients.

The identification of clients for the purposes of combating money laundering is carried out in accordance with internal procedures that ChristmannSchmitt has put in place and reserves the right to modify at any time, in particular in the light of changes in the applicable legal provisions.

The main procedures include:

  • identifying and checking the client’s identity and, if the client is a legal person or a company, its actual beneficial owner and
  • where appropriate, understanding the structure of the organisation and transaction(s).

For this purpose, ChristmannSchmitt may ask the Client to complete a form enabling the actual beneficial owner to be identified, in accordance with the laws and regulations that apply in Luxembourg to combat money-laundering and the financing of terrorism.

In the event of suspicious activity involving money laundering, the financing of terrorism or other related criminal offences, ChristmannSchmitt has a duty to inform the competent authorities of such activities without giving prior notice to the client.

Article 6 – Information and documents

ChristmannSchmitt will base its services on the information and documents that it is provided by the Client and will not itself check their accuracy, completeness or truth.

The Client agrees :

  • to provide ChristmannSchmitt promptly with all information and documentation reasonably required for the performance of the services and 
  • that the information that has been disclosed or that will be disclosed to ChristmannSchmitt is accurate, truthful, complete and not misleading in any way whatsoever.

Article 7 – Storage

ChristmannSchmitt undertakes to keep the Client's records for a period of five years from the end of his assignment, in accordance with the applicable legal provisions.

This obligation to store does not apply to the documents or files that are returned at the Client’s specific request.

On expiry of this five year period, ChristmannSchmitt reserves the right to destroy the Client’s documents and files.

Article 8 – Protection of data

The controller of personal data processing is ChristmannSchmitt.

As such, ChristmannSchmitt collects (both directly and indirectly) and processes personal data (for example, login data, information on professional and personal life, financial information, specific sensitive data, etc.) relating to the Client and the natural persons related to the Client (directors, shareholders, economic beneficiaries, investors, employees) in order to provide legal services to its clients, to comply with its legal and regulatory obligations (in particular as regards combatting money laundering and the financing of terrorism) and also, in order to further its legitimate interests (namely the administrative management of its business and the exercise of its rights in court).

The Client authorises ChristmannSchmitt to process sensitive personal data (for example, political opinions, trade union membership, health, criminal offences and convictions) for the purposes of the Retainer.

The Client authorises ChristmannSchmitt to use its personal data for marketing purposes, such as distributing newsletters and invitations to events.

Personal data may be communicated to public authorities to comply with legal or regulatory obligations and to third party service providers located outside the European Union, for the purposes of the Retainer (for example, notaries, court bailiffs or lawyers based abroad) and in the context of the management of ChristmannSchmitt’s services (such as IT and administration service providers).

The Client authorises ChristmannSchmitt to transfer data to a country outside the European Union that do not provide an adequate level of protection, for the purposes of the Retainer.

The Client will also any consent that may be required from individuals whose personal data is sent to ChristmannSchmitt.

The Client’s personal data will be kept for a period of fifteen years after the last contact with the Client.

The Client has the right to:

  • access the Client’s personal data,
  • ask that this personal data be amended whenever it is inaccurate or incomplete;
  • ask that this personal data be deleted, subject to the exceptions provided by the law;
  • ask for restrictions to be imposed on the processing of this personal data;
  • oppose the processing of this personal data;
  • ask for the portability of this data if certain conditions provided for by data protection law are complied with;
  • withdraw consent for the processing of this personal data and
  • oppose the use of this personal data for marketing purposes.

The Client may exercise the above rights by sending a request, accompanied by evidence of identity, to ChristmannSchmitt by e-mail (dataprotection@christmannschmitt.eu) or by post to its registered office. ChristmannSchmitt will reply within one month of receipt of the request.

The Client has the right to address a complaint to the competent data protection authority. In the Grand Duchy of Luxembourg, the competent authority is the national commission for the protection of data (CNPD) (Service des plaintes, 1, avenue du Rock’n’Roll, L-4361 Esch-sur-Alzette).

The Client acknowledges having received and understood all the provisions of the ChristmannSchmitt Personal Data Protection Policy. This policy is also published on the ChristmannSchmitt website.

Article 9 – Intellectual Property

ChristmannSchmitt is the sole owner of and holds all of the intellectual property rights that relate to the legal advice and documents produced by its lawyers and staff.

The Client must not, without ChristmannSchmitt’s prior consent, copy or use its advice and legal documents other than for the Client’s matter and for the purposes for which they were provided.

The Client must also not, without ChristmannSchmitt’s prior consent, copy the intellectual property rights of ChristmannSchmitt, including, but not limited to, logos, trademarks, websites and documents.

Article 10 – Fees – Invoicing

The fees of ChristmannSchmitt are calculated using the hourly rate given to the Client and take into account:

  • importance of the work
  • degree of difficulty
  • level of risk
  • result obtained
  • time spent
  • expertise
  • reputation
  • professional experience of the lawyer in charge
  • Client awareness.
  • The hourly rate may be revised periodically.

For well-defined assignments ChristmannSchmitt’s can reach a specific agreement with a Client for a fixed fee, as well as contingency fee agreements (with remuneration depending on result).

Administrative costs are additional to the fees.

Court fees, witness expenses, translation costs, travel expenses and all other costs resulting from the intervention of external service providers (for example, court bailiffs [‘huissiers’] and notaries) and expenses incurred on a client’s behalf (DHL, RCS, etc.) are borne by the Client.

The firm’s fees are invoiced in Euros and, where applicable, give rise to Luxembourg VAT at the rate at the rate applicable when the invoice is raised.

The fees and expenses of ChristmannSchmitt are collated and emitted through its internal billing system.

Requests for money on account of fees (both interim and final) and expenses are due within ten calendar days of the date that appears at the top of the request.

In accordance with the law relating to payment deadlines and late payment interest, the sums due to ChristmannSchmitt will bear interest on late payment interest (at the ECB's key rate plus the legal rate of 8% and without any prior notice), that ChristmannSchmitt will then be entitled to claim for the period from the contractual due date and the date when the sum was credited to its bank account. Where such late payment interest is payable, ChristmannSchmitt is entitled to obtain from the Client a sum to compensate for the costs of recovery, pursuant to Section 4 of the law of 18 April 2004, as amended, relating to payment deadlines and late payment interest.

ChristmannSchmitt reserves the right to suspend performance of its services in the event of non-payment by the Client of an invoice due.

Any question or dispute relating to these requests for payment of expenses of fees must be raised within thirty days of the date at the top of the request. Invoices that have not been contested within this thirty day period will be deemed accepted.

Article 11 – Termination of the Retainer

Both parties may end the Retainer at any time and without giving reasons. On termination, the Client must immediately pay ChristmannSchmitt all costs, fees and disbursements incurred up to the date of termination.

Article 12 – Closure of files

Legal time limits and those stipulated in this document run with effect from the closure of a Client’s file. Closure is deemed to take effect on the date the final invoice is raised, without prejudice to any evidence indicating that the file was closed earlier.

Article 13 – Interpretation

In the event of difficulties of interpretation of one or more of the provisions of the Retainer, the principle of strict and literal interpretation prevails.

All of these provisions are necessary; none of them may be deemed to be standard.

If any of these provisions are annulled by court order or arbitral award, this will not result in the annulment of any other provisions, which will remain in full force and effect.

Any provision that proves to be null, obsolete, unworkable or ineffective:

  • will not affect the other provisions and
  • will be replaced by the parties with a provision that is closest in meaning to that intended by the parties.

Article 14 – Jurisdiction and applicable law

Client relations, the services provided and this Retainer are governed by Luxembourg law.

In the event of litigation any dispute relating to the existence, interpretation, performance or termination of the Retainer, the parties agree to meet prior to any court action with a view to reaching an out of court agreement. Failing that, litigation will be brought before the courts of Luxembourg, that have sole jurisdiction.

This Article applies even in the event of ex parte or ancillary claim or multiple parties and whatever the mode and terms of payment.