Terms of Business - Legal services
Objectives
We wish to provide the best possible service consistent with your requirements in a friendly and cost-effective manner and to develop a close working relationship with you. The relationship between us, as legal advisers, and you, as client, should be conducted on a basis of good faith. We expect you to make full and frank disclosure of all relevant matters in placing your instructions with us. We are bound by the requirements of our profession to exercise reasonable care and skill in relation to client affairs.
Interpretation
The following terms apply to the Engagement-
- "Deynecourt", "we", "our" and "us" mean or refer to Deynecourt, société à responsabilité limitée inscrite au Barreau de Luxembourg of 5, Rue du Fort Rheinsheim, L-2419 Luxembourg, registered with the Luxembourg Registre de Commerce et des Sociétés under number B180360 and admitted to the Luxembourg Bar (list V) and our representative offices;
- "Client", "you" or "your", mean or refer to the person or persons who instruct us or on whose behalf we are instructed to provide Legal Services;
- "Engagement" means the scope of the Legal Services to be provided and the terms of these, including these Terms of Business;
- "Legal Services" means the services as specified in the letter or communication of engagement;
- "Rules of Conduct" means the rules of conduct adopted by the Luxembourg Bar.
Contracting party
You acknowledge that Deynecourt is the only contracting party and agree that the Legal Services will be provided by Deynecourt's partners, principals, counsels, associates, employees and other representatives acting exclusively on behalf of Deynecourt.
Engagement
These Terms of Business govern the relationship between Deynecourt and our clients. They set out the basis on which we accept instructions from and conduct business with you. An engagement letter signed by the partner or principal in charge of your matter may vary any of these terms. By instructing us, you agree to be bound by these Terms of Business. During our engagement, we may amend these Terms of Business on one or more occasions. The version of the Terms of Business published here on our website will prevail.
Professional secrecy
We are subject to strict professional secrecy rules under Luxembourg law and the Rules of Conduct. Accordingly, we shall treat all information about your business as confidential unless we are required to disclose any information by law, or you agree that we do so. In particular, you agree that we disclose your data in accordance with our privacy policy.
Conflict of interest
Before accepting your instructions, we have made reasonable enquiries that there is no conflict of interest that prevents us from acting for you. We may accept instructions from other clients operating in the same or markets competing with yours or whose commercial interests conflict with yours.
If a conflict arises while we are acting on your behalf, we will contact you to discuss how to proceed.
Limitation of liability
Except where we have recklessly disregarded our duties or have intentionally breached the terms of the Engagement, our liability towards you will be limited to the lesser of (i) five times the amount of the total fees charged by us in the matter in connection with which the liability arises, or (ii) € 1,000,000.
We will not be responsible for loss of profits, or indirect or consequential loss or damage.
We will, as far as possible, consult you before engaging non-parties, and will in any event exercise skill and care in selecting those non-parties. We will not be liable for any acts or omissions of non-parties. You authorise us to accept any limitations of liability of non-parties on your behalf.
Fees
Unless we agree otherwise in writing, we will charge on the basis of the time spent in providing Legal Services.
Time-based fees will be charged at rates depending on the seniority of the lawyers undertaking the work and other factors. Other factors which may affect the level of our fees include (a) the complexity and novelty of the matter, (b) the specialised legal knowledge required, (c) the monetary amount or other value of the matter, (d) the number and length of documents, (e) the urgency of the matter and the place and time of day when the work is to be carried out, and (f) the importance of the matter to you.
If it is necessary for one of our lawyers to spend time traveling on your matter, we will charge for their time out of the office.
At your request, we will inform you of the level of fees incurred to date and provide you with a progress report on the matter.
In addition, we levy a standard administration charge determined for items including client due diligence searches and reports, printing, copying, scanning, and similar items.
Our charges and fees are exclusive of value added tax and disbursements which will be billed in addition where applicable.
Payment terms
As our client, you are the person responsible for payment unless we have agreed otherwise in writing. Where our client consists of more than one person, each such person agrees that it will be jointly and severally liable for all the liabilities of the client.
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. We may ask you to pay one or several retainers in advance, both at the start of our engagement and as the matter progresses.
Our bills are payable upon receipt. If you fail to pay those statements, we may decline to act any further and charge you for any work already done.
After we have sent you a bill, we may deduct the amount due from any monies we hold or may in the future receive on your behalf within 30 day of the date of the bill unless we have received payment during that period.
If our bills are not paid within 30 days, we will charge interest 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. We may also charge for time spent in collecting overdue fees, disbursements and non-party charges. Where we outsource debt recovery to an external agency in the event of late or non-payment, you will also be responsible for reimbursing us in respect of any costs, including legal fees, incurred by us.
Anti-money laundering
We are required to obtain and keep on file extensive documentation of the identity of each client for whom certain specified types of business are conducted. We conduct client identification for anti-money laundering purposes in accordance with our internal procedures, which may change during the course of the Engagement to comply with our legal obligations.
In certain cases, it may be possible to rely on an exemption, and we do so where appropriate. However, it is often necessary to ask clients for documentary evidence of their identity, and often also that of related parties. We ask for your co-operation and understanding in this process. If you fail to provide that evidence in a format that is satisfactory to us, we will be obliged to cease acting for you.
We are also subject to monitoring and reporting duties under which we may have to report a client if we suspect or have reasons to suspect actual or attempted money laundering or terrorism financing. In this case, we have a duty not to inform the client of the reporting. Our legal obligation to report a client overrides our duty to professional secrecy towards that client.
Records
We may retain all your papers and documents until all amounts due or accrued to us or non-parties have been settled in full. When we have sent our final statement of fees and expenses, we will retain your papers and documents (except for any of your papers which you ask to be returned to you or destroyed) for five years. After this period, we may destroy your files.
We also draw your attention to the retention periods set out in our privacy policy. privacy policy.
Communications
We will communicate with you by e-mail, post, fax, telephone or other means. Unless you notify us otherwise in writing, we will assume that you are satisfied for us to communicate by electronic means, although we cannot guarantee the security or confidentiality of such communications. It is your responsibility to ensure that communications to the telephone or 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 electronic means or post.
Data protection
You acknowledge that we, as data controller, collect, store and process, by electronic or other means, your personal data in order to provide the Legal Services required and to comply with our legal obligations.
You will find our data policy here. You may exercise your rights by sending an email to [email protected].Subject to the legal limitation periods, we will not retain your personal data for longer than required for the purposes of its processing.
Intellectual property
We retain all copyright and other intellectual property rights in all material developed, designed or created by us in the course of acting for you. Unless we agree otherwise in writing, you shall not reproduce or use (a) such material for any purposes other than in relation to the matter and for the purpose for which they were provided, or (b) our intellectual property, including logos, trademarks, website, or similar materials.
Use of information relating to public transactions
Unless you object in writing, we may use information in the public domain relating to transactions or matters in relation to which we acted for a client for publication on our website and for marketing purposes, such as participation in league tables or communication to legal professional guides.