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Terms & Conditions

Scope

WILDGEN, Partners in Law[1] (“WILDGEN”) provides legal assistance to its clients (the “Clients” and, in singular, the “Client”) in Luxembourg law matters.

According to specific circumstances, WILDGEN may also provide domicilation services in its offices for its Clients. WILDGEN conducts its legal services on the sole basis of Luxembourg law as currently applied by the Luxembourg courts in published case-law.

Subject to the possible amendment and update thereof by WILDGEN on a unilateral basis (yet subject to information thereof to the Client in a reasonable timing), these general terms and conditions (the “General Terms and Conditions”) are applicable for the whole relationship between the Client and WILDGEN in relation to the legal services provided by WILDGEN pursuant to its engagement by the Client (the “Engagement”).

In addition to the General Terms and Conditions, specific terms and conditions (the “Special Terms and Conditions”), as agreed between WILDGEN and the Client, may be applicable if specified and as set out in the side engagement letter to these General Terms and Conditions (the “Engagement Letter”).

 

Special Terms and Conditions

In addition to these General Terms and Conditions, WILDGEN and the Client may set out Special Terms and Conditions applicable to the Engagement if specified in the Engagement Letter to which the General Terms and Conditions are enclosed.

Such Special Terms and Conditions may cover, inter alia:

  • detailed scope of the legal services to be provided by WILDGEN to the Client;
  • WILDGEN’s staff involved in the legal services to be provided by WILDGEN to the Client; and /or
  • specific fee arrangements.

Within their specific scope, the Special Terms and Conditions shall prevail over the General Terms and Conditions.

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Amendments

WILDGEN reserves the right to amend at any time any provisions of these General Terms and Conditions. WILDGEN undertakes to make available the amended General Terms and Conditions to the Client in a reasonable period of time. The amended General Terms and Conditions will be communicated to the Client in written form by email, fax, and/or letter, or are available on WILDGEN’s internet website [2].

 

Fees

For the purpose of the Engagement, WILDGEN limits its assistance to Luxembourg law so that fees and costs incurred vis-à-vis foreign counsels and third party service providers will be invoiced separately by the same.

WILDGEN’s fees may take into account, inter alia, the urgency and/or complexity of the matter and may be possibly readjusted accordingly. On the basis of the services to be provided, which may be subject to possible determination with the Client and/or the Special Terms and Conditions which may provide for particular fees’ arrangements agreed by WILDGEN and the Client, WILDGEN will invoice its legal services on a time spent basis pursuant to the hourly rates applicable, as further detailed in the Engagement Letter.

To the possible extent, WILDGEN endeavors to assign its staff in order to favor a timely and cost-saving handling of matters. A profile of WILDGEN’s staff which will be involved in the assistance to the Client will be addressed to the Client upon request.

The following fees and expenses are excluded from the above mentioned hourly rates, and in case the parties have agreed on a fee quote under the Special Terms and Conditions, are excluded from that fee quote:

  • WILDGEN out of pocket expenses, such as travel expenses, hotel bookings, accommodation and other disbursements, postage and courier services, etc. which shall be billed separately as they may be incurred from time to time;
  • WILDGEN office’s expenses, corresponding to a percentage applied to the total net fees, as further detailed in the Engagement Letter;
  • fees, expenses and/or costs owed vis-à-vis  other professionals and services’ providers, such as bailiffs, accountants, independent auditors, notaries, consultants, experts,  agents, employees, administrations, domiciliary companies, etc.;
  • directors’ and/or statutory auditors’ fees and/or expenses;
  • registration fees and expenses;
  • value added tax (as may be applicable); and
  • any other mandatory or non mandatory taxes, rights, stamp duties, etc. 

WILDGEN may request the payment of retainers - i.e. advance fees and expenses - from the Client to cover a portion of the anticipated fees and disbursements. In such case, any further WILDGEN assistance and liability will be subject to the prior and full settlement of such retainer. WILDGEN undertakes to keep the Client informed should any additional WILDGEN fees may be incurred in the course of the Engagement.

WILDGEN’s invoices are due and payable within thirty (30) days from their date of issuance. In case any amounts due and payable within that period would remain outstanding, legal interest will accrue on the outstanding due amount. 

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Information

The fulfillment of the Engagement is subject to an unlimited access for WILDGEN to the information and/or documentation needed for that purpose. 

The access to information and/or documentation will be strictly covered by WILDGEN’s professional secrecy as set out under article 9 below and WILDGEN is legally bound to keep such information and/or documentation strictly confidential.

The Client accepts to provide WILDGEN, without restriction and in a timely manner, with all information and/or documentation in its possession which may be relevant for the purposes of the Engagement. The Client confirms that it has the right to supply such information to WILDGEN and that the supply of such information by the Client and its receipt and use by WILDGEN for the purposes of the Engagement is permitted. The Client undertakes to use all reasonable endeavors to ensure that the information and/or documentation provided to WILDGEN is/are true, accurate and not misleading in all material respects, and accepts that the Engagement will be conducted on that assumption. 

WILDGEN will assume that it has been informed in due time of any and all updates of information and/or documentation which may be relevant for the purposes of the Engagement.

 

Termination of the Engagement

The Engagement will only have effect and WILDGEN may start providing legal assistance only if the General Terms and Conditions, as well as the Special Terms and Conditions, if any, have been duly executed, respectively accepted, by the Client.

If, for any reason, the legal assistance by WILDGEN has started before receiving such documentation duly executed respectively accepted, the Client acknowledges and accepts that the provisions included in these General Terms and Conditions shall apply. The Engagement shall continue until completion thereof unless WILDGEN or the Client gives notice of earlier termination in writing to the other party. In this case, such termination shall take effect immediately upon receipt of the written termination notice. Termination will not affect WILDGEN’s rights to remuneration and indemnification as set out in these General Terms and Conditions, as well as to any other remuneration and indemnification rights which may have accrued upon termination.

WILDGEN remains entitled to any fees accrued yet unpaid prior to such termination or expiry and to the reimbursement of costs and expenses (plus value added tax (if any)) incurred prior to such termination. Should the Engagement be terminated or discontinued for a period of thirty (30) calendar days without justified reason, the fees for the legal work performed by WILDGEN shall fall immediately due and payable.

WILDGEN reserves the right to terminate the Engagement at any time and without prior notice in case of violation of its policy of strict compliance to the laws and regulations relating to the fight against money laundering and terrorist financing as in force in Luxembourg (as defined in Article 14 below). WILDGEN reserves the right to terminate the Engagement at any time and without prior notice in case of violation of the KYC/AML Rules (as defined below).

Where WILDGEN represents the Client in the framework of a dispute before the courts of Luxembourg, the ad litem mandate gives WILDGEN the power to accomplish any act deemed necessary to obtain a judgment terminating the proceedings, except in case of disavowal by the party it represents. WILDGEN’s mandate, except in case of revocation, is only terminated with the proceedings for which it was given.

If WILDGEN is mandated by the Client to:

  • collect a debt,
  • establish the settlement account between the parties,
  • receive payments from the debtor,
  • deliver receipt of the funds received, and
  • inform the debtor that the creditor gives up any following lawsuit against the debtor, the funds’ collection as well as the giving up process made by WILDGEN are valid towards the debtor and are binding on the Client until formal disavowal.

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continuing obligation

Unless specifically agreed otherwise, WILDGEN shall not be under any continuing obligation to advise the Client of changes in the law which may affect legal assistance previously given.

 

Complaints

If the Client has any concern about WILDGEN’s services, such concerns should be raised immediately in written form addressed to the WILDGEN’s partner in charge of the Engagement.

 

Professional secrecy

WILDGEN is strictly bound by professional secrecy rules under the laws of Luxembourg.

WILDGEN shall respect the confidentiality of any information received in any form from the Client and any other service provider or advisers while acting for the Client and WILDGEN will not disclose any such information to anyone without the Client’s prior consent, except where:

  • WILDGEN is required to do so by law or court order; or
  • WILDGEN considers, for the purpose of the Engagement, that it is appropriate to disclose such information to third parties, such as to the Client’s advisers.

The Client agrees that WILDGEN will not be restricted in its freedom to take any steps or measures which WILDGEN reasonably considers to be necessary to comply with the applicable laws and regulations applicable.

The undertakings set out in this section will survive the termination or expiry of the Engagement.

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Communication

WILDGEN shall communicate with the Client by any standard and suitable communication devices, such as emails, faxes, letters and/or telephone and, unless the Client instructs WILDGEN otherwise, WILDGEN will assume that the Client is satisfied with such communication devices.

WILDGEN may not guarantee the confidentiality of any communication devices and shall not be held liable for any damages possibly incurred thereby.

Where necessary, WILDGEN may use the services of courier services companies, which costs will be charged to the Client. 

 

Limitation of liability

WILDGEN’s liability may be incurred exclusively in respect of direct damages suffered by the Client and which may have been caused by WILDGEN’s willful misconduct and/or gross negligence. In this respect, the amount of WILDGEN’s liability will be limited to the maximum amount of its professional liability insurance policy.

In the event that WILDGEN’s professional liability insurance policy would not apply for any reason, WILDGEN’s liability shall be limited to five (5) times the amount of the total fees charged by WILDGEN in connection with the Engagement.

In any case, WILDGEN’s liability, if any, shall be reduced having regard to the extent of the liability of such other person in respect of the same.

In determining the extent of liability of such other person for any damage the Client may have suffered, the following shall be disregarded to the extent permitted by applicable law:

  • any agreement or arrangement limiting the amount of damages payable by such person, and/or
  • any actual or potential shortfall in recovery from such person whether due to settlement, limitation of claims, difficulty in enforcement or any other reason.

 

Conflicts of interest

WILDGEN applies internal procedures of checking significant conflicts of interest which may possibly arise between its clients. However, it may not be guaranteed that such procedures will be fully informational and effective and, subject to gross negligence or willful misconduct, WILDGEN incurs no liability in that respect.

In the event that a conflict of interest arises during the Engagement and is known by WILDGEN, WILDGEN undertakes to inform the Client in due time in order to discuss the matter.

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Data protection

By accepting these General Terms and Conditions, the Client expressly gives its consent and approval for the processing of its personal data by WILDGEN.

All personal information relating to the Client will be stored and processed by WILDGEN in accordance with the Luxembourg law on data protection of 2 August 2002, as amended. By virtue of the Luxembourg law on data protection of 2 August 2002, as amended, the processing includes any operations or set of operations carried out or not through automatic proceedings on data as for instance collecting, recording, organizing, safekeeping, adapting or modifying, extracting, consulting, using, communicating by transmission, distributing or any other form of putting at disposal, linking and interconnecting as well as blocking, deleting and destroying such data.

WILDGEN will determine the purpose and methods of processing. Processing of personal data is deemed to be part of an archiving system with WILDGEN in order to allow WILDGEN to provide the services requested to the Client and to comply with its legal obligations. WILDGEN undertakes not to transfer the Client’s data to any third party without the Client’s prior consent or if required by law. WILDGEN will keep the Client’s data for as long as required for the provision of its services to the Client subject to the legal limitation period.

The Client declares to have been informed by WILDGEN about the existence of a right to access data regarding the Client and to request the modification thereof. Upon request submitted to WILDGEN, the Client or its beneficiaries proving a legitimate interest may receive free of charge, at reasonable intervals and in reasonable time, access to such data, the confirmation that such data relate to the Client or will not be processed as well as information about the purpose of such processing, the categories of data which are concerned and the recipient or categories of recipients to which data are communicated, the communication in intelligible form of data subject to such processing as well as any information available regarding the origin of data and the knowledge of the raison d’être underlying any authorized processing of data regarding the Client. WILDGEN may however limit or delay the exercise of the access right of the Client if any such measure is required by law.

 

Anti-money laundering regulations

The Luxembourg laws and regulations relating to the fight against money laundering and terrorism financing (the “KYC/AML Rules”), require Luxembourg attorneys-at-law, as professionals concerned in the meaning of the KYC/AML Rules, when entering into a business relationship, to identify their clients and obtain sufficient information on the following items:

  • understanding of the structure of the contemplated transaction;
  • verification of the origin of the funds to be used in the contemplated transaction;
  • if the case may be, verification of the destination of the investments and funding made in the contemplated transaction and where relevant; and
  • identification of the clients’ attorneys, together with an evidence of their powers of representation.

Such information must be documented in written form, which may also be subject, if the case may be, to public legalization and certification. By accepting these General Terms and Conditions, the Client expressly undertakes to fully cooperate with WILDGEN in a timely manner in order to fulfill the KYC/AML Rules. In particular, but not only, the Client undertakes to disclose WILDGEN the identity of the ultimate beneficial owner(s) of the transaction and of any changes in ultimate beneficial ownership which could occur in the course of the Engagement. The Client accepts, upon WILDGEN’s request, to sign any certificate or document which may be required by WILDGEN for that purpose. In case WILDGEN considers that the KYC/AML Rules are not complied with in a satisfactory manner, WILDGEN reserves the right to suspend and/or terminate the Engagement at any time and without prior notice.

Under certain conditions, the KYC/AML Rules may require WILDGEN to report to Luxembourg public authorities any suspicious activities in case of acknowledgement or suspicion that funds or other assets are the subject of money laundering and/or the financing of terrorism. In the event WILDGEN would have any such suspicion, the legal obligation of WILDGEN to report to the authorities will prevail over its professional secrecy. This legal duty overrides any duty of secrecy that WILDGEN owes its Client. WILDGEN accepts no liability whatsoever for any loss which may arise, directly or indirectly, as a result of any such disclosure to such authorities.

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General

Without prejudice to any general principles of law:

  • any legal advice given under any form whatsoever pursuant to the Engagement may only be used by the Client;
  • WILDGEN owns and retains full ownership of all intellectual and other proprietary rights in relation to legal advice.
  • All correspondence and other documents (including those in electronic form) produced or generated by WILDGEN in relation to the Engagement or in relation to the subject matter of the Engagement other than the versions of such documentation provided to the Client in the course of the Engagement, shall remain WILDGEN’s exclusive property; and
  • WILDGEN shall be entitled to retain one copy of any documents including those in electronic form provided to WILDGEN in connection with the Engagement and of WILDGEN material for regulatory or internal record-keeping purposes.

 

Severability

Should one or more of the provisions of these General Terms and Conditions be declared illegal or invalid, the other provisions thereof shall remain fully in force.

 

Governing law and jurisdiction

The Engagement shall be exclusively governed by and construed in accordance with Luxembourg law.

Any proceeding, suit or action arising out of or in connection with the Engagement shall be brought exclusively before the courts of Luxembourg.

 

Confirmation

The Client expressly accepts these General Terms and Conditions by signing the Engagement Letter to which the General Terms and Conditions are enclosed and returning the executed Engagement Letter to WILDGEN.                                                     

[1] Association governed by the laws of Luxembourg and the ethical rules of the lawyer’s profession.
[2] www.wildgen.lu

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