1. Introduction
The purpose of this document is to set out the conditions governing the execution of our assignments with respect to the services to be rendered to you (the Client) by Sagnard & Associés, a Luxembourg private limited liability Client with registered address at 30, boulevard Grande-duchesse Charlotte, L 1330 Luxembourg, registered with the Luxembourg register of commerce and companies under number B244576, in our capacity as lawyers admitted to practice in Luxembourg.
Sagnard & Associés is an independent full service law firm, established in the Grand Duchy of Luxembourg and focusing on the financial and business community. The partners have gained long standing legal experience in Luxembourg through their work in various international business law firms.
2. Fees and disbursements
2.1 Legal Fees
Except if agreed otherwise with the Client, Fees will be calculated on the basis of an hourly rate of EUR 400.- for a partner and between EUR 250.- and EUR 300.- for an associate (excl. VAT i.e. 17%) unless a fixed cap or a fixed fee has been agreed with the Client.
If we are required to work outside the scope of work of such fixed fee or fixed cap, any additional fees will be calculated in accordance with the preceding paragraph.
2.2 Disbursements & other expenses
Please note that the fee quotes indicated in section 2.1 above do not cover (i) any fees of third party services providers (notary public, custody bank, etc.) nor (ii) any out of pocket expenses (including but not limited to stamp and registration duties, publication costs, courier services) which will be charged at cost.
2.3 Payment of fees and disbursements & other expenses
Upon our appointment, an advance on our fees will become due. The estimate of an advance should be agreed on between us and the Client depending on the overall scope of the services we will be providing.
After the first payment, our services will be invoiced on a monthly basis taking into account the progress made in the file. If our engagement terminates for whatever reason prior to the finalisation of a project, the legal fees and costs incurred before the date of termination will be payable even in case of fixed fee.
3. GDPR
3.1 Processor
In the framework of the assignments set out in this engagement letter, the firm shall act as “Processor” and the Client shall act as “Controller” under the definitions given by the GDPR. The Client undertakes to assists the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to the processor.
The firm will promptly and thoroughly investigate all allegations of unauthorized access to, use or disclosure of the personal data. The firm will notify the Client without undue delay (and in all cases, within 24 hours) after becoming aware of any personal data breach by contacting the appropriate Client contacts.
The firm will promptly assist the Client with requests from data subjects for their personal data and promptly forward to the Client at the usual e-mail address of the Client any communications from data subjects, regulatory bodies and other third parties concerning the personal data and not respond to or act on such communications without the Client’ prior agreement and provide assistance to respond when requested to do so.
The Client gives the firm a general written authorization to engage new processors, in which case the firm shall inform the Client of any intended changes concerning the addition or replacement of other processors, thereby giving the Client the opportunity to object to such changes.
Should the firm engage another processor for carrying out specific processing activities on behalf of the Client, the same data protection obligations as set out in this engagement letter shall be imposed on that other processor by way of a contract, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements the GDPR. Where that other processor fails to fulfil its data protection obligations, the firm shall remain fully liable to the Client for the performance of that other processor’s obligations.
The firm will not transfer any personal data outside the European Economic Area (“EA”) (and shall not permit any appointed third party to transfer any personal data outside the EA) without the prior written consent of the Client, and The firm will ensure that any such transfer of personal data complies with the GDPR.
Notwithstanding anything to the contrary in this engagement letter, the obligations set out above will survive termination of the engagement letter for as long as the firm holds personal data relating to or derived from the provision of the services.
3.2 Subject and duration of the processing
The subject of the processing will be:
– Legal services for the Client;
– KYC/AML data collected in accordance with applicable legislation.
The firm will process Personal Data for a period not longer than necessary for the realization of the services provided, or for as long as it is necessary to fulfil legal, contractual or statutory obligations.
In general, the firm may also process the data for as long as it is necessary where it has a legitimate interest for doing so.
3.3 Type of personal data
Identification data
Localization data
Electronic identification data
Financial data
4. General terms and conditions
4.1 Termination and Withdrawal
You have the right to discharge us for any reason and at any time upon giving reasonable notice, in which case all unbilled or unpaid fees, costs, out of pocket expenses and disbursements incurred until the day of the discharge and those resulting thereof will become immediately due and will be payable within 30 days of such discharge.
We have the right to withdraw from representing you in the following circumstances, upon giving reasonable notice to enable you to secure other counsel and, in any event, otherwise attempting to take reasonable steps to minimize any prejudice which you may suffer as a result of our withdrawal :
– Available evidence discloses that the positions you wish or intend us to assert lack factual or legal merit;
– Failure to cooperate in the work as may be necessary to protect your interests;
– Non-payment of our fees, disbursements and out of pocket expenses, which is not cured after notice from us; and
– If for professional or ethical reasons, we cannot or should not, in our opinion, proceed with the representation.
If we elect to withdraw, you will (i) take all steps necessary to give effect to our withdrawal, among others, by appointing another counsel (if the court proceedings continue) and (ii) pay all outstanding and other fees, disbursements and out of pocket expenses due, or to become due, to us.
In all circumstances, we shall be entitled to hold all files and papers in our custody and control until full payment of all amounts due to us.
4.2 Scope of Representation
Our sole client for purposes of this representation is the Client, to which this service offer is addressed. Unless otherwise agreed upon in writing the Client, will be responsible for the payment of our fees and outlays.
4.3 Document Retention and Ownership
All drafts, research notes or memoranda or the like produced by us in the course of this representation shall remain the sole property of this firm.
As to documents, correspondence, factual memoranda or the likes produced by or transmitted to us, you shall have the right to request and receive from us those items at any time for a period of five (5) years after conclusion of the representation, subject to any longer period required by law. At the end of that five year period, or whatever period required by law, we shall have the right at our discretion, but not the obligation, to either deliver those items to you or destroy the same.
We are entitled to retain all Clients’ papers and documents until all amounts due or accrued have been discharged.
4.4 Communications
We will communicate with you by e-mail, post, fax, or telephone. Unless you notify our law firm of a specific way of communication, we will assume that you agree on the above mentioned communication mode. We cannot guarantee the security or confidentiality of such communications. It is your responsibility to ensure that communications of the fax number and / or e-mail address given are secure.
4.5 Limitation of liability
All liability in respect of breach of contract, breach of duty, negligence, or otherwise arising out of or in connection with the firm’s engagement or the legal services we provide, shall be limited to the amount paid out, if any, under the law firm’s professional liability insurance policy in the matter concerned. The terms and conditions of our insurance policy is available upon request.
We shall, as far as possible, consult the Client before engaging third parties in order to enable the firm to provide the services required. We shall in any event exercise the requisite due care in selecting such third parties. We will not be liable for any acts or omissions of third parties. You authorize our firm to accept any limitations of liability of third parties on their behalf.
4.6 Professional secrecy and data protection
We are bound by strict professional secrecy rules under Luxembourg law. The firms breach to the professional secrecy exposes us to criminal sanctions. Accordingly, we will treat all information about the Client’s business’ and affairs as confidential, except if we are required to disclose any information by law or by agreement with the Client.
By instructing our firm, you automatically authorize and empower us to collect, store, and process your personal information required in view to enable the firm to provide the agreed services and to comply with its legal obligations.
Client’s data will not be transferred to any third parties, except if required by law or authorized by the Client. By instructing our firm, you automatically authorize and empower us to transfer data to services providers, to the extent required for the execution of our mandate and of our AML obligations, such as accountants, auditors, IT services, compliance service company.
You have a right to access your personal data and may ask for a rectification where such data is inaccurate or incomplete.
4.7 AML/KYC
Pursuant to the legislation in force for combating money laundering and the financing of terrorism, the Client shall assist the firm in identifying and verifying the identity of the beneficial owners of the Client and its executive as well as providing all relevant information for this purpose. The Client shall inform the firm of any changes and of any fact or event which should be brought to the attention of The firm in this respect. Any delay by the Client in this matter may give rise to a delay in the engagement.
4.8 Applicable law and conflict resolution
This service offer as well as the services rendered by us and our mutual client-attorney relation shall be exclusively governed by Luxembourg law and the terms stated herein. Any conflict resulting out of, or in connection with, the provision of our legal services or this service offer are of the sole jurisdiction of the courts of the City of Luxembourg.