Legal

Standard Terms of Business

SCHEDULE 1 TO THE LEROY & GOLDBACH ENGAGEMENT LETTER: STANDARD TERMS OF BUSINESS

1. Our Contract

1.1 These Standard Terms of Business, together with the accompanying Engagement Letter, including its Annexes, if any, constitute our contract with you.

1.2 These terms may be supplemented and/or amended only by agreement in writing between you and us; for these purposes, email (including PDF execution) constitutes writing, unless mandatory law requires otherwise.

1.3 Capitalised terms used in these terms have the meanings given to them in paragraph 22 below.

1.4 If there is any inconsistency between these Standard Terms of Business and the Engagement Letter (including its Annexes), the Engagement Letter shall prevail to the extent of that inconsistency.

2. Scope of Services and Benefit of Advice

2.1 The scope of services of this engagement is described in the accompanying Engagement Letter, including its Annexes, if any. Leroy & Goldbach will provide professional legal services to you in connection with this engagement. Full corporate details of Leroy & Goldbach are set out in clause 22.

2.2 Unless expressly agreed in writing in the Engagement Letter, you are not relying on us for, and we do not provide, any business, commercial, investment, accounting, valuation, due diligence (beyond legal due diligence), or tax advice, nor any investigation into the character, credit, solvency or standing of persons with whom you may be dealing, and any decision to enter into (or not enter into) any transaction remains solely yours. Any expression by us concerning the outcome of your matter represents our professional judgment only, given the facts and law known to us at the relevant time, and does not constitute any guarantee or undertaking as to result, timing or success.

2.3 Our services, advice and other communications with you are confidential, are provided solely for your benefit for the purposes of the matter, and may not be disclosed, circulated, quoted, extracted, referred to or otherwise made available (in whole or in part) to any other person (including your affiliates, investors, lenders or counterparties), except (i) to your employees, officers and professional advisers who have a strict need to know for the purposes of the matter and who are bound by confidentiality obligations at least equivalent to those set out herein, (ii) where disclosure is required by applicable law, a competent court, or a competent supervisory or regulatory authority, or (iii) with our prior written consent. No person other than you may rely on our services, advice or communications, and we accept no duty of care and assume no responsibility to any third party unless we expressly agree in writing that such third party may rely on specified advice and subject to the terms of that written reliance consent.

2.4 Any advice we give is based on and limited to (i) the scope of services specified in the Engagement Letter and its Annexes, (ii) the assumptions and exclusions stated therein or otherwise expressly agreed in writing, (iii) the information you provide to us (and, where applicable, information provided by third parties), and (iv) the laws of Luxembourg as in force at the date the advice is given, unless we expressly state otherwise in writing.

2.5 Unless expressly agreed in writing, we have no obligation to verify the accuracy, completeness or authenticity of information or documents provided by you or by third parties, and we are entitled to rely on such information and documents as being true, complete and accurate.

2.6 Our advice is given at the date of its delivery and we do not assume any obligation to update, revise or notify you of changes in law, regulation, market practice or interpretation after that date, unless you expressly re-engage us to do so in writing. We are therefore not responsible for any changes in the laws, regulations, market practice or interpretation following the date on which the advice was given.

2.7 Unless expressly agreed otherwise in writing, the Services and any advice are limited to Luxembourg law. We are not qualified to advise on, and do not advise on, the laws of any other jurisdiction; where foreign-law input is required, clause 3 (Authority) shall apply.

3. Authority

3.1 You give us full authority to act on your behalf in relation to matters necessary or incidental to the performance of our services in relation to your matter. This includes, among others, incurring reasonable expenses for your account, engaging law firms in this and/or other jurisdictions and/or engaging other professional advisers as necessary. Where practicable, we will consult you in advance in relation to material third-party appointments or material expenses. However, unless expressly agreed otherwise in writing, we do not assume responsibility for the advice, acts or omissions of such third parties.

3.2 Where we engage other professional advisers or external counsel on your behalf, we will coordinate the overall provision of the Services, but (unless expressly agreed otherwise in writing) we do not assume responsibility for the work, advice, acts or omissions of such advisers or counsel, and they may require you to enter into a separate engagement with them under their own terms; where we engage them directly as agent for you, you remain responsible for their fees and expenses, which may be invoiced to you directly by them or recharged by us as disbursements.

4. Staffing

4.1 We will endeavour to assign appropriate personnel to provide the Services in an efficient manner, and the person identified as “matter partner” in the Engagement Letter will be primarily responsible for the overall conduct and supervision of our work; we may allocate work among fee earners of different levels of seniority, and we may also use suitably qualified contract lawyers, consultants and/or translators under appropriate supervision and subject to confidentiality and professional secrecy obligations.

4.2 We may replace the matter partner or any team member where reasonably necessary (including due to availability, conflicts of interest, regulatory constraints, illness, or workload), and we will inform you of any material changes to the staffing of your matter.

5. Fee Arrangements and Client Money

5.1 Our Charges

(a) You agree to pay our fees for the Services; unless otherwise agreed in writing in the Engagement Letter (including its Annexes), our fees are calculated by reference to the time spent by our personnel on your matter (including supervision, internal conferences, correspondence, review, drafting, document management and travel time where applicable), recorded in our standard time units, at the hourly rates notified to you in the Engagement Letter or otherwise in writing, which rates may be revised from time to time upon at least thirty (30) days’ prior written notice.
(b) In addition to paying our fees, you agree to reimburse us for the expenses which we incur in providing our services to you. These expenses fall into two categories:
(i) disbursements, such as: (A) any amount charged to us by third parties for their services associated with your matter; (B) any disbursements associated with your matter such as court fees, search fees, or government duty; (C) any expenses incurred by us in providing the service such as travel costs or overnight accommodation, which will be invoiced at cost together with VAT if applicable; and
(ii) the office charge equal to 3% (three per cent) of the fees accrued on the file including costs incidental to the performance of our professional services such as photocopying, printing, communications and legal research.
(c) Our fees and the expenses incurred by us in relation to your matter are not contingent and are payable whether or not the matter is concluded.
(d) Our charges are exclusive of all applicable VAT and where applicable we will charge VAT on our fees and expenses.
(e) Unless otherwise agreed in the Engagement Letter, our fees and expenses are not contingent on any outcome and are payable irrespective of whether the matter completes, and irrespective of any delay, refusal or non-performance by any third party.
(f) Where expressly agreed in the Engagement Letter, we may hold monies on your behalf in our client account(s) for the purposes of the matter; we do not provide deposit-taking or banking services, we are not obliged to place client monies on interest, and unless mandatory law requires otherwise, any bank charges, transfer fees and similar costs relating to client monies are for your account. You acknowledge that client monies may be held with a credit institution selected by us acting reasonably, and that we shall not be liable for any loss arising from the failure, insolvency or default of any bank or payment system, except to the extent such liability cannot be excluded under applicable law or professional rules.

5.2 Fee Estimates

If we are requested to estimate the fees and charges for your matter, we will attempt to do so although it may be very difficult to make an accurate prediction. Any estimate we provide is not a maximum or fixed fee quotation and the ultimate amount due may vary from the estimate. Any such estimates may be based on a number of assumptions which would typically be set out in writing either in the accompanying Engagement Letter, including its Annexes, if any, or by separate communication. If those assumptions turn out to be incorrect, we reserve our right to provide you with a revised estimate.

5.3 Maximum or Fixed Fee Quotation

(a) The provision of a written quotation for our services constitutes an offer to carry out the services comprising a pre-agreed scope of services at that maximum or fixed fee and becomes a contract when you accept the quotation.
(b) Any maximum or fixed fee is subject to:
(i) any assumptions & exclusions (set out in writing either in the accompanying Engagement Letter, including its Annexes, if any, or by separate communication at the time of the fee quote) being met;
(ii) there being no change in the basis of our instructions; and
(iii) there being no material delay beyond our control in progressing or completing the matter.
(c) Unless otherwise stated in writing, any expenses and VAT, if any, shall be payable in addition to any maximum or fixed fee.
(d) If the matter does not conclude, we shall charge you an amount based on our hourly rates and which shall not exceed the maximum or fixed fee.
(e) Any services falling outside the scope of the services agreed within the maximum or fixed fee arrangement will be charged at our current hourly rates set forth in the Engagement Letter, including its Annexes, if any.

6. Invoices and Payment Terms

6.1 Invoices

(a) We will send you invoices covering our fees and expenses and you agree to accept delivery by electronic communication to the email address you designate, and invoices shall be deemed received on the date they are sent, unless you notify us promptly of a delivery failure.
(b) Unless otherwise agreed with you in the Engagement Letter, we may invoice you in respect of our fees and expenses on an interim basis: monthly, at the end of our financial year and/or on completion of each matter, or, at any time if the scope of work changes materially or if we reasonably consider that the level of work or disbursements justifies earlier billing.
(c) You agree that responsibility for payment of our invoices is solely yours. Any outside arrangements you may have for reimbursement, insurance, indemnification or the like will not affect your payment obligation to us.
(d) Where we provide our services to more than one client jointly on the same matter, the obligation to pay our invoices in relation to such matter is joint and several, and we may accept instructions from any one of you (or your authorised representatives) unless you expressly agree otherwise with us in writing.
(e) We are not permitted to issue a VAT invoice to any person other than you for services we have provided.

6.2 Payment Terms & Retainers

(a) Invoices are payable on delivery, unless otherwise agreed in writing.
(b) Retainers, if any, are payable upon signing of the Engagement Letter and prior to Leroy & Goldbach starting work on the matter.
(c) In the event of non-payment of any invoice or retainer (or part thereof) within 30 days of the date of issue (or such shorter period as may be stated in the Engagement Letter), we may:
(i) charge interest on any outstanding amount, up to the maximum rate permitted by law, calculated daily, and interest will be payable on demand;
(ii) suspend or terminate the provision of all or any of our services (and instruct any third parties engaged by us to suspend the provision of their services) and invoice you for all accrued fees, expenses and interest. We may also do this if you do not make a payment on account within 7 days (or such longer period as we may specify) of our demand; and/or
(iii) exercise any rights we may have to retain files, documents or other property held by us to the extent permitted by law and professional rules until all outstanding amounts (including interest) are paid in full. You will also be liable for reasonable costs and expenses incurred by us in recovering overdue amounts, including reasonable legal fees. You will also be obliged to pay all costs and expenses, including reasonable fee earners’ fees, incurred by us in obtaining payment of our fees and disbursements.

7. Your Responsibilities

7.1 In order for us to assist you effectively and efficiently, we expect that you will provide us with the factual information you have which relates to the subject matter of this engagement, and that you will make any appropriate business or technical decisions. Unless we agree otherwise, we will not check the accuracy or completeness of any information provided to us. We believe that you should be actively involved in the strategy and management of your legal affairs, and our goal is to encourage candid and frequent communication between us. You have agreed to keep us informed of all developments relating to your matter, provide documents and other information in a timely manner, and attend required meetings. We shall not be responsible for delays, additional costs or adverse outcomes arising from incomplete, inaccurate or late instructions or information provided by you or on your behalf.

7.2 You should ensure that you have all necessary rights pertaining to the information you provide us and that our use of such information will not be in breach of any third-party rights or any law, rule or regulation.

7.3 In the course of this engagement, you may be asked to read and perhaps to sign some legal documents. Please read such documents carefully and if you have any question whatsoever, you should address it with us right away.

7.4 It is important that we maintain a current address for you at all times. Please notify us promptly of any address change. Even following the completion of this engagement, there may be a need to contact you. In that event, a mailing sent to the last address of which you have informed us will be considered adequate notice.

8. Your Rights of Complaint

8.1 We encourage you to share with us at all times your expectations and any concerns regarding our services during the course of our representation. We will keep you informed of developments regarding your matters and will consult with you as necessary to ensure the timely, effective and efficient completion of our work.

8.2 If you are at any time dissatisfied with the service you are receiving or would like to discuss with us how our service to you could be improved, you should contact the matter partner responsible for your engagement or, if different, your relationship partner.

8.3 We hope that no dispute between you and us will arise. If, however, you have any concerns or complaints regarding the amount of fees or expenses or the quality or effectiveness of our services, or the terms or conditions of our engagement, please contact either the relevant matter partner or your relationship partner (if different).

8.4 If your complaint is not dealt with by us to your satisfaction, you may have the right to take your complaint to the Luxembourg Bar Association (Bâtonnier). Further details can be found on the Luxembourg Bar Association’s website which can be found at www.barreau.lu.

9. Conflicts

9.1 We are bound by, and will observe, our regulatory requirements in relation to conflicts of interest and we have procedures in place to identify and avoid potential conflicts of interest between our clients.

9.2 Unless we have a conflict of interest preventing us from doing so, we are free to act for any other client and may act for clients engaged in activities similar to or competitive with each other.

9.3 If we become aware of any conflict preventing us from continuing to act for you, we will inform you that we have a conflict (although it may not be possible to disclose the details) and assist you in finding replacement legal advisers.

10. Confidentiality

10.1 We will treat your affairs as confidential and subject to professional secrecy in accordance with applicable law and the professional rules applicable to us, including those of the Luxembourg Bar and, where relevant, those applicable in the other jurisdictions in which we maintain offices.

10.2 You consent to our sharing with other Leroy & Goldbach Individuals any information which we obtain as a result of acting for you which is confidential to you and not in the public domain (“your confidential information”). In particular, please note that our computer systems are operated by Leroy & Goldbach and so any of your confidential information which is stored on our computers may be accessed by Leroy & Goldbach Individuals and our contractors and agents (although such persons are required to maintain confidentiality in relation to your matters).

10.3 We and the other Leroy & Goldbach Individuals shall not disclose to any person any of your confidential information, except:

(a) where we consider we are required to do so by law or by the rules of any applicable professional body or regulatory authority (including under any relevant tax legislation, such as that described in paragraph 14 below, for fraud prevention, AML/CFT prevention, antibribery purposes and/or generally for the prevention or detection of crime);
(b) where you instruct us to disclose such information or have given your prior consent to such disclosure;
(c) for disclosure to other advisers working for you in relation to any matter handled by us on your behalf;
(d) where we engage third-party providers to support our operations (including IT hosting, document management, printing, scanning and e-signature services), provided that such providers are subject to appropriate confidentiality and security obligations. If you do not want any aspect of your matter to be outsourced, please let us know as soon as possible; and
(e) for disclosure to external firms or organisations which are conducting audit or quality checks on our practice. These external firms or organisations are required to maintain confidentiality in relation to your matters.

10.4 In the event that circumstances arise where you make a claim against us arising out of our services or we have concerns that circumstances may have arisen where we have a duty to report to our insurers or that we ought to take legal professional advice on our relationship with you, then you consent to us disclosing your confidential information to our insurers and to our own legal and other professional advisers strictly for these purposes and subject to their maintaining confidentiality in relation to your matters. You also consent to disclosure on a similar basis to our insurance brokers for the purposes of maintaining and/or renewing our professional indemnity insurance. Any communication between us and our advisers, insurers or insurance brokers is confidential to us and them.

10.5 Our advice is normally subject to legal professional privilege which protects it from mandatory production in court unless it has been disclosed by you to third parties and therefore you should ensure not to disclose our advice to third parties without discussing this further with us, as such disclosure may result in loss of privilege and/or confidentiality protection. Insider Lists

10.6 You agree to inform us promptly if your matter involves inside information under the European Union Market Abuse Regulation (596/2014) (“EU MAR”) and/or UK Market Abuse Regulation, which is the EU MAR as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MAR”) (“Inside Information”) so that we can determine whether we have an obligation to maintain an insider list under EU MAR and/or UK MAR detailing each Leroy & Goldbach Individual working on your matter who has access to Inside Information in relation to the matter.

10.7 You will promptly provide us with sufficient details (including issuer/securities and relevant timing) to allow us to determine whether an insider-list obligation applies.

10.8 Unless informed otherwise, we will assume that any other advisers and third parties acting on your matter (if it involves Inside Information) who have not been instructed by us will comply with EU MAR and/or UK MAR (as applicable) and we may pass Inside Information to them in the course of your matter.

11. Use of Email and Other Electronic Communications

11.1 We are accustomed to using e-mail and other electronic communications (such as instant messaging, text messaging, video-conferencing and secure file-sharing platforms) as quick and effective means for communicating with our clients and other third parties. However, you should understand that no medium of communication is 100% secure. While we have no reason to suppose that our information and communications systems are not reasonably secure, there is a risk that electronic communications exchanged between us may be intercepted, diverted, delayed and/or for technical reasons may never reach their addressee. It may be appropriate to use alternative media to communicate particularly sensitive material and to seek confirmation in other situations that an electronic communication has been received. Moreover, although we have implemented measures to protect against our sending or receiving computer viruses and other malicious programs, we cannot guarantee that these will be completely effective. We will not be liable for losses arising from such risks except to the extent caused by our wilful misconduct or gross negligence or to the extent liability cannot be excluded under applicable law or professional rules.

11.2 Payment-fraud and impersonation. You acknowledge that fraudulent emails purporting to come from law firms (or, conversely, from clients) and seeking to redirect payments are a known and material risk. Leroy & Goldbach will not change the bank-account details on its invoices by email alone. Before making any payment to bank-account details that differ from those previously used (or for first-time payments), you undertake to verify the bank-account details by telephone with the Matter Partner using a number obtained independently from our website (and not from the email or invoice in question). We accept no liability for any loss caused by your failure to perform such verification, save where such loss results from our wilful misconduct or gross negligence. If there is any mode of communication you do not wish us to use, please advise us in writing.

12. File Retention and Disposition

12.1 We may retain files and records in electronic form and, where permitted, securely destroy physical originals after scanning.

12.2 You may at any time request the return of files pertaining to the work performed for you, subject to clause 12.3 below. However, please note that ownership of documents is a matter of law and that we own certain documents created during the provision of our services (for example, internal drafts and communications, administrative paperwork and our copies of correspondence sent to you).

12.3 We will release to you (or your order) those documents owned by you provided that we are not:

(a) at the time exercising our right to retain documents pending payment of our fees and expenses (for further details see paragraph 6.2(c)(iii) above); or
(b) prevented from doing so by any court order, undertaking or other legal constraint.

12.4 You agree that we may invoice you at our standard rates for retrieving your files and preparing your documents for delivery and delivering them to you.

12.5 If you do not want your files returned and want us to retain them for you, we may charge you for the cost of storage. It is our practice to retain the permanent records of the matter, in accordance with our records retention policy, for a period of not less than 7 years after the date of our final invoice in relation to the matter. If you do not request the files in writing before the end of our retention period, upon the expiration of that period we will have no further obligation to retain the files and may at our discretion destroy the files without further notice to you.

13. Copyright

We retain copyright and all other intellectual property rights in all documents and other works we develop or generate for you in providing our services but we grant to you a non-exclusive, non-transferable licence to use and make copies of such documents and other works for the purposes of the matter in connection with which the document or other work was created but not (unless otherwise agreed by us in writing) for other matters.

14. Mandatory Disclosure Rules

14.1 Council Directive 2011/16/EU on administrative cooperation in the field of taxation has been revised to include a set of mandatory disclosure rules (“MDRs”) for cross-border tax arrangements that contain one or more of the prescribed “hallmarks” (see https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=celex:32018L0822).

14.2 An arrangement will be “cross-border” where it concerns more than one EU Member State, or an EU Member State and a third country. Under the MDRs such arrangements will need to be reported to tax authorities and the information reported will be exchanged automatically among the EU Member States’ tax authorities.

14.3 The reporting obligation (once implemented in local laws) is intended to apply to a broad range of cross-border tax arrangements that exhibit one or more features in five categories of hallmarks. These hallmarks include those related to cross-border transactions, automatic exchange of information, beneficial ownership, and transfer pricing, one of the hallmarks being “an arrangement that has the effect of converting income into capital”. The reporting obligation is not limited to ‘aggressive’ tax schemes or deliberate tax avoidance, and could apply to standard transactions with no particular tax motive. It is possible that certain aspects of the arrangements which are the subject of our advice may be reportable under the MDRs.

14.4 The reporting obligation under MDRs falls primarily on intermediaries (including lawyers) and secondarily (if there is no reporting intermediary involved) on the taxpayer(s) in question. When multiple intermediaries are involved in a reportable arrangement, the reporting obligation will fall on each intermediary to report information that is within its ‘knowledge, possession or control’ (and similarly with taxpayers). However, it is sufficient for only one person to disclose to their relevant tax authority, provided the other responsible persons have proof that the same information has been filed.

14.5 However, we may be subject to reporting obligations in respect of this matter under the MDRs and you acknowledge that, as a result of such obligations, we may make certain disclosures to the relevant tax authority or tax authorities. Any disclosure by us will be made only to the extent required under applicable Luxembourg implementing rules and subject to any applicable legal professional privilege/professional secrecy limitations.

14.6 Unless agreed otherwise in writing, our engagement does not include any advice to you concerning whether, and to what extent, your matter is reportable by you, or by us, or by any other intermediary, under the MDRs.

15. Data Protection

15.1 Leroy & Goldbach (Luxembourg) is a controller for the purposes of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”) and other relevant data protection legislation, including, where applicable, the UK General Data Protection Regulation (the “UK GDPR”) and the Swiss Federal Act on Data Protection (the “FADP”). We shall process any personal data you provide to us or which we obtain in connection with providing our services to you in accordance with our obligations under these laws and regulations. “Personal data” means any information relating to an identified or identifiable natural person (a “data subject”).

15.2 If you are an entity, you agree that (i) personal data relating to any individual (including personal data relating to your or your affiliates’ employees, representatives, authorised signatories, directors, shareholders, beneficial owners and own clients) (hereafter “your personal data”) has been obtained and processed, and is disclosed by you to us, in compliance with applicable data protection laws, and (ii) you have informed the relevant data subjects of the processing of personal data relating to them as described in our Privacy Notice (which can be accessed via our website at www.leroygoldbach.com/footer/privacy-policy) and have obtained any necessary consents to such processing.

15.3 We use your personal data primarily to provide legal services to you, but also for related purposes as described in our Privacy Notice, which include: (a) incurring expenses for your account; (b) engaging other law firms and/or engaging other professional advisors; (c) conducting checks to identify you, verify your identity and screen for financial or other sanctions; (d) confirming there is no conflict of interest prohibiting/restricting us from advising you; (e) gathering and providing information required by or relating to audits, enquiries and investigations by regulatory bodies; (f) complying with professional, legal and regulatory obligations that apply to our business; (g) ensuring the confidentiality of commercially sensitive information, e.g., through the maintenance of insider lists, where applicable; (h) internal statistical analysis to help us manage our practice; (i) updating client records; (j) as part of our know-how bank; (k) marketing our services, including event invitations, updates, etc.; and (l) maintaining and managing our website.

15.4 We will only process your personal data if we have a lawful basis for doing so, as described in our Privacy Notice. Generally, we process your personal data: (a) to comply with our legal and regulatory obligations; (b) for the performance of our contract with you or to take steps at your request before entering into a contract; or (c) for our legitimate interests or those of a third party, provided that such interests are not overridden by the interests or fundamental rights and freedoms of the relevant data subject.

15.5 If we need to process special categories of personal data, including data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, data concerning health or a person’s sex life or sexual orientation, then we may need your explicit consent to do so, which can be withdrawn at any time, and we will process such data as permitted by law. Your consent is not needed if one of the other conditions in Article 9(2) of the GDPR applies, for example if we need to process such data as necessary for the establishment, exercise or defence of legal claims.

15.6 If we are processing personal data relating to criminal convictions and offences or related security measures, then we do so only to the extent legally permitted and necessary in connection with legal proceedings, legal advice or legal rights.

15.7 We retain your personal data only for as long as is necessary to fulfil the purposes for which it was collected and processed, in accordance with our retention policies, and in accordance with applicable laws or until you withdraw your consent (where applicable), which in most cases will be up to seven years after termination of the services provided.

15.8 For the purposes described herein and in our website Privacy Notice, we may transfer your personal data from the European Economic Area (EU Member States plus Iceland, Liechtenstein and Norway) (the “EEA”) to other Leroy & Goldbach offices in our international network or a third party, including to countries that may have data protection laws less stringent than or otherwise different from the laws in effect in the country in which you are located. We will transfer your personal data to Leroy & Goldbach offices located outside the EU pursuant to a data transfer agreement based on standard contractual clauses approved by the European Commission (“EC”). These Leroy & Goldbach offices may from time to time transfer your personal data onward to other third parties outside of the EEA involved in your matters, in accordance with the terms of such data transfer agreement. We will transfer your personal data to Leroy & Goldbach offices located in the United Kingdom based on a decision by the EC that the data privacy regime of the UK ensures an adequate level of protection, so additional safeguards are not needed to transfer your personal data there. The same applies to transfers of your personal data to our office in Switzerland, which likewise benefits from an adequacy decision of the EC. When we transfer your personal data to third parties outside of the EEA, for example to our service providers, other counsel, accountants and other third parties involved in your matters, we will do this only in reliance on a decision of the EC that such country ensures an adequate level of protection or data transfer agreements based on standard contractual clauses. If you wish to see details of the safeguards, please contact our data protection contact at Leroy & Goldbach.

15.9 You have the right to obtain information about the processing of your personal data, to access your data, to obtain rectification or erasure of your data, to restrict and port your data, and to object to the processing of your data, according to the provisions of applicable data protection legislation and subject to certain exceptions therein. For more information relating to the processing of your personal data and your rights please consult our Privacy Notice. To exercise these rights, you can contact our data protection contact at Leroy & Goldbach, 28 Avenue Marie-Thérèse, 2132 Luxembourg or by email on dataprivacy@leroygoldbach.legal.

15.10 We use your personal data to send you communications relevant to us and our services on the basis of our legitimate interest in developing our relationship with you, including but not limited to updates (by email, post or social media) about legal developments that might be of interest to you and/or information about our services and invitations to events. You have the right to opt out of receiving promotional communications at any time, by:

(a) contacting our data protection contact at Leroy & Goldbach, 28 Avenue Marie-Thérèse, 2132 Luxembourg, Grand Duchy of Luxembourg or on dataprivacy@leroygoldbach.legal; or
(b) using the “unsubscribe” link in emails.

15.11 Use of Technology and Artificial Intelligence. By using our services, you acknowledge and agree that we may have recourse to digital or other services, our own or offered by third parties, such as, but not limited to, telecommunication services, applications allowing for digital sharing or storage of information, cloud services, internet, e-discovery, automated due diligence, as well as other applications which allow for the search, analysis, storage, processing and translation of data, whether automatically or otherwise, including by means of artificial intelligence, machine-learning or large-language-model tools (whether developed by us, by enterprise providers operating within EU or equivalent data-protection regimes, or otherwise). You acknowledge that the use of such tools is subject at all times to (i) our duty of professional secrecy under Luxembourg law, (ii) appropriate confidentiality and security safeguards in our supplier contracts, and (iii) human review by qualified Leroy & Goldbach Individuals before any AI-assisted output is communicated to you or relied upon by us. We do not, however, guarantee that AI-assisted tools will be free of error and we will not be liable for any loss arising from a defect in such tools save where such loss results from our wilful misconduct or gross negligence. As a result, data may be transferred to servers or to a cloud managed by third parties. Leroy & Goldbach will exercise due care in its selection of such third parties and services and will implement reasonable safeguards appropriate to the nature of the data, subject to our legal and professional secrecy obligations.

15.12 By using our services, you acknowledge and agree that we may use secure, enterprise-grade legal technology tools, including generative artificial intelligence platforms designed for the legal profession (such as Harvey), to support legal research, document review and analysis, drafting and translation. Where we use such tools: (a) they are operated in a secure, access-controlled environment contracted for our professional use; (b) confidential information and documents submitted through such tools are stored and processed within the European Union or Switzerland, subject to contractual confidentiality, security and data protection safeguards (including a data processing agreement) consistent with our obligations under the GDPR and other applicable data protection laws (including, where applicable, the UK GDPR and the FADP) and our professional secrecy obligations under the professional rules applicable to us; (c) the provider is contractually prohibited from using your information or documents to train artificial intelligence models, whether for itself or for other customers; (d) any output generated with the assistance of such tools is reviewed by our qualified professionals, who remain fully responsible for the services and advice provided to you; and (e) our use of such tools does not affect our professional obligations towards you or the fees agreed in the engagement letter.

16. Limitation of Liability

16.1 Exclusions of Liability

We shall not be liable to you (whether in contract, tort (including negligence and misrepresentation), breach of statutory duty or otherwise) for:

(a) any indirect or consequential loss or damage of any kind howsoever arising, whether or not such loss or damage is foreseeable, foreseen or known, including loss of profit, loss of revenue, loss of opportunity, loss of goodwill or reputational loss, loss of contract, loss of anticipated savings, loss or corruption of data, or loss of management time;
(b) any services or advice given by any third party whom we instruct on your behalf and you agree that you will not bring any claim against us or any Leroy & Goldbach Individual in respect of any loss or damage that you or any of your affiliates or associates suffer or incur or may suffer or incur in connection with such services or advice;
(c) loss or damage due to the insolvency of any bank with which we maintain a client account for you;
(d) loss or damage suffered by you as a result of relying on our opinion of the commercial merit of a transaction; and
(e) any loss arising from your use of our advice for a purpose other than that for which it was given or arising from disclosure of our advice to third parties without our prior written consent. You agree that any decision to enter or not to enter a transaction is for you to make and we shall not be liable for any consequences that flow from that decision.

16.2 No Liability to Third Parties

We shall not be liable to any third parties for any services or advice that we provide to you unless we have agreed in writing (for a defined purpose and subject to conditions) that such third party can rely on our services or advice.

16.3 Maximum and Proportionate Liability

(a) Our liability towards you (and any person to whom we may have agreed in writing that they may rely on our advice) shall in all circumstances be limited to the lower of two (2) times the net fees actually received in relation to any matter or instruction undertaken by us in connection with which the liability arises (including any series of related matters or instructions) or one million euros (EUR 1,000,000).
(b) The limit on our liability detailed in paragraph (a) above shall be the total aggregate maximum amount regardless of the number of persons who comprise our client for any particular matter and/or whether our services or advice to you on any particular matter have been made available to and relied on by any third party with our prior written consent, and regardless of the number of claims, claimants or defendants, and regardless of whether liability is sought in contract, tort, breach of statutory duty or otherwise.
(c) Subject always to the above limitations and exclusions, our liability shall be limited to a just and equitable proportion of the total loss or damage after taking into account contributory negligence and the legal responsibility of any other party (regardless of the ability of any other party to make payment). Where we work with another organisation which limits its liability in any way, our own liability in relation to that matter shall be limited to the amount which would have applied had the other organisation not so limited its liability.

16.4 No Liability on the part of a Leroy & Goldbach Individual

Your relationship is solely with Leroy & Goldbach which has sole legal liability for the work done for you and for any act or omission in the course of that work. No Leroy & Goldbach Individual will have any personal legal liability for that work and in particular, the fact that a Leroy & Goldbach Individual signs in his or her own name any letter, email or other document in the course of carrying out that work does not mean he or she is assuming any personal legal liability. You agree that you will not bring any claim against any Leroy & Goldbach Individual whether in contract, tort (including negligence and misrepresentation), breach of statutory duty or otherwise in respect of any loss or damage that you or any person or company associated with you suffer or incur in connection with the work or advice provided to you.

16.5 Exceptions to Limitation of Liability

Nothing in our contract shall restrict our liability where it cannot be excluded or limited under applicable law or regulatory requirements, including liability arising from our fraud or wilful misconduct, or from our negligence resulting in death or personal injury.

17. Professional Rules and Key Regulations

17.1 The Luxembourg Bar Association

The Luxembourg Bar Association is the authority of self-governance and self-supervision of the Luxembourg Bar and it is responsible for regulation and handling of complaints in relation to any member of the Luxembourg Bar. The relevant professional rules are the Internal Rules of the Luxembourg Bar (Règlement Intérieur de l’Ordre des Avocats du Barreau de Luxembourg) and the Luxembourg Law of 10 August 1991, as amended, on the legal profession. The Internal Rules of the Luxembourg Bar can be viewed at www.barreau.lu.

17.2 Financial Conduct

We are not authorised to provide you with any advice on the merits of any investment activities and any communication to you or to another person on your behalf shall not be construed to be an invitation or inducement to engage in an investment activity. Therefore, you are responsible for all decisions to discuss, negotiate or enter into a proposed transaction or arrangement based on your (and/or a suitable financial adviser’s) assessment of the commercial and financial merits and risks of such transaction.

17.3 Professional Indemnity Insurance

The Luxembourg Bar has in place professional indemnity insurance, as a result of which each lawyer of Leroy & Goldbach that is a member of the Luxembourg Bar as well as Leroy & Goldbach are insured by the insurance provider selected by the Luxembourg Bar.

17.4 Anti-Money Laundering

(a) We are required to comply with all applicable laws and regulatory requirements in respect of anti-money laundering and counter-terrorist financing and you agree to provide all necessary evidence relating to you or any persons associated with you so that we can comply with our obligations under the relevant legislation and regulations. We may use electronic verification to confirm/obtain information about you and any delays in providing us all such necessary evidence may trigger the suspension of our work for you.
(b) We may be required to make disclosures to the relevant authorities where we know or suspect or have reasonable grounds to suspect that you or any associated persons are involved in money laundering or terrorist financing and we may be required to cease acting in certain circumstances without necessarily giving you details as to the reason for ceasing to act.
(c) We may also be prohibited from informing you that a report has been made or is contemplated (tipping-off restrictions).

17.5 Sanctions

(a) We are required to comply with all economic, financial and trade sanctions and similar restrictive measures imposed by the United Nations, the European Union, the Grand Duchy of Luxembourg, the United Kingdom and the United States of America (“Sanctions”). You represent and warrant that neither you, nor any of your direct or indirect beneficial owners, controlling persons, directors, officers, or, to the best of your knowledge, counterparties in the matter, is the target of any Sanctions or located, organised or resident in any country or territory that is itself the target of comprehensive Sanctions.
(b) If at any point we determine that performance of any part of our services would or could constitute a breach of, or be subject to, any Sanctions, we shall be entitled to suspend or terminate our engagement with immediate effect, without liability and without prejudice to our right to be paid for services already rendered.

18. Termination

18.1 Completion of Services

(a) Our engagement for the provision of defined services ends on the completion of the provision of those services.
(b) Where our engagement comprises an open-ended agreement for the provision of services, the contract will end six months after the last date on which we communicated with you in relation to the services. Any acceptance of instructions to perform services to you subsequent to the ending of an engagement gives rise to a new engagement and, unless agreed otherwise, that new engagement will be on our then current general terms of business.

18.2 Early Termination

(a) Our engagement may be terminated by you at any time upon notice in writing to us.
(b) We may terminate our engagement at any time for good reason by giving reasonable notice in writing to you. Good reasons to terminate our engagement could include circumstances where you fail to give us adequate instructions, where you ask us to follow a course of action which is contrary to our duties and responsibilities as avocats à la Cour, where you fail to pay our invoices, where our continuing representation of you may have become unlawful, unethical or ineffective, or as permitted or required under any applicable standards of professional conduct or rules of court.
(c) Termination of our services will not affect your responsibility for payment of fees and expenses incurred before (and as a consequence of) termination.
(d) Upon termination, you agree to promptly cooperate for the orderly transition of the matter and the handover to a replacement legal adviser, if necessary. If we are on the court record on your behalf, you will file and serve notice of change of legal adviser or of acting in person. If you fail to do this promptly, we shall have the right to apply to be removed from the court record as acting for you and recover from you the fees and expenses we incur in doing so.

18.3 Surviving Clauses

Notwithstanding that the engagement between us has come to an end whether by termination, completion or expiry, paragraphs 2.3, 5.1(c) to (e) (inclusive), 6.1, 6.2, 9, 10, 12, 13, 14, 15, 16, 17, 18.2(c) and 21 of these terms shall survive such termination, completion or expiry.

19. Rights of Third Parties

These terms do not confer any rights on any third parties, other than Leroy & Goldbach Individuals who may enforce these terms as if they were a party to this contract.

20. Severability

If any provision of these terms is found by a court or other competent authority to be void or unenforceable, then that provision shall be deemed to be deleted from this document and the remaining provisions of this document shall continue to apply.

21. Law and Jurisdiction

21.1 Unless we agree otherwise or if it is not permitted under relevant laws or regulations:

(a) this contract, and any non-contractual obligations arising out of or in connection with the services we provide, shall be governed by and construed in accordance with the laws of Luxembourg;
(b) any dispute in connection with our engagement that is not resolved in accordance with your rights of complaint described in paragraph 8.3 above shall be referred to the Bâtonnier of the Luxembourg Bar, who is responsible for regulation and handling of complaints. The relevant professional rules are the Internal Rules of the Luxembourg Bar (Règlement Intérieur de l’Ordre des Avocats du Barreau de Luxembourg) and the Luxembourg Law of 10 August 1991, as amended, on the legal profession. This does not prevent Leroy & Goldbach from applying to a court of competent jurisdiction where necessary, including for the recovery of fees and expenses or urgent relief.

21.2 We remain free however to apply to a court of competent jurisdiction or other competent authority in order to recover fees and expenses incurred on your behalf or to take any steps we consider necessary where proceedings have been brought against us. The courts of the city of Luxembourg shall have exclusive jurisdiction over any such matters, without prejudice to clause 21.1(b) above.

22. Defined Terms and Interpretation

“Leroy & Goldbach” means Leroy & Goldbach S.à r.l., a private limited liability company (société à responsabilité limitée) registered with the Luxembourg Trade and Companies Register under number B303240, with VAT number 20252478745. Its registered office is at 28 Avenue Marie-Thérèse, 2132 Luxembourg, Grand Duchy of Luxembourg. Leroy & Goldbach is registered on List V of the Luxembourg Bar; “Leroy & Goldbach Individual” means any member, partner, director, officer, employee, collaborator, consultant or contract lawyer of Leroy & Goldbach; “such as” and “including” shall be interpreted as referring to a non-exhaustive list of examples; “we”, “us” and “our” means Leroy & Goldbach; and “you” means the person or persons identified by us as having provided our instructions and to whom we are providing the services and “your” shall be construed accordingly. References to any statute, statutory provision or statutory regulation shall be deemed to include any subsequent revision, re-enactment, replacement or consolidation thereof.

Leroy & Goldbach is a private limited liability company (société à responsabilité limitée) registered with the Luxembourg Trade and Companies Register (RCS) under number B 303240, with VAT number 20252478745. Its registered office is at 28 Avenue Marie-Thérèse, 2132 Luxembourg, Grand Duchy of Luxembourg. Leroy & Goldbach is registered on List V of the Luxembourg Bar.