TERMS & CONDITIONS
These are the Terms and Conditions (the “Terms and conditions”) on the basis of which HARVEY, a Luxembourg law firm with offices at 22, avenue de la Liberté, L-1930 Luxembourg, Grand Duchy of Luxembourg, (“HARVEY”), accepts instructions from its client and conducts business with its client (the “Client”).
The Terms and Conditions are applicable to any instructions given to HARVEY, including any subsequent, amended or additional instructions to HARVEY by the Client, by any employee, director or other legal or de facto representative of the Client’s organization.
The Terms and Conditions apply to all matters entrusted to HARVEY by the Client.
I. CONFLICT OF INTERESTS
Should a conflict of interests be raised at the beginning or during the relationship, HARVEY would immediately inform the Client in order to agree on the solutions to solve such a conflict.
Initial or subsequent instructions are to be delivered in writing, by letter, fax or e-mail. HARVEY may nevertheless act on oral instructions received from the Client without being obliged to do so.
The Client expressly accepts the risks relating to the communication of instructions by fax, e-mail or orally regarding inter alia any errors, omissions or delays that might occur in their execution.
In particular, the Client acknowledges that e-mail transmission cannot be guaranteed to be secured or error free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. HARVEY therefore accepts no liability for any errors or omissions in the contents of this message which arise as a result of e-mail transmission. If verification is required, the Client agrees to request a hard copy version.
The Client can expressly request HARVEY not to use certain communication means or define some specific means.
However, when the matter appears to be urgent, HARVEY is allowed to use courier services such as TNT, DHL, etc. Costs relating to such services are charged to the Client.
III. TIME FRAME
HARVEY may indicate, upon the Client’s request or at its own initiative, an approximate time frame for the Client’s guidance for implementing the Client’s instructions. Unless otherwise agreed in writing, this time frame is intended to be a non-binding time indication and will in no event constitute a formal deadline.
IV. LAWYER’S FEES AND EXPENSES
Unless otherwise agreed in writing, HARVEY lawyers’ fees will be based on time units worked multiplied by the applicable rates as set from time by HARVEY.
HARVEY may also charge the Client, on the basis of the quoted hourly fee rates, for the time which HARVEY spends reviewing documents or questionnaires or doing preliminary legal research which is necessary to enable HARVEY to prepare an accurate fee estimate.
The applicable rates take into account inter alia the experience, the specialization of the lawyer in charge of the files as well as importance and urgency of the matter and its complexity.
Disbursements incurred on the Client’s behalf, including but not limited to translation costs, bailiff, transportation and travel expenses, documentation costs, registration costs, company excerpts, stamp duties, notary fees, taxes etc., are charged to the Client separately at their actual cost. Proof can be provided on request.
General office costs, including postage by regular mail, telephone charges, charges for faxes and electronic communications, photocopying expenses and expenses for the preparation of documents are charged at a flat rate of 7,5% of the fees. This rate may vary from time to time.
Invoice will list the entire time units performed by HARVEY.
V. EXPENSES AND VALUE ADDED TAX
Fees and expenses to cover general office costs may be subject to Luxembourg Value Added Tax (VAT) at the applicable rate if the recipient of the invoice is based within the European Union (EU) and does not provide HARVEY with his EU-identification number prior to receiving HARVEY statement of fees and expenses or has no VAT identification number.
VI. FEE ESTIMATES
HARVEY fee quotes are provided to the Client on an estimated basis and do not constitute a minimum or a cap on their professional fees. Except otherwise provided, fee quotes shall not be regarded as fixed fees.
If the time spent on the Client’s matter is less than the estimated time, the Client will only be charged for the time spent. If the time spent on the matter is in excess of the estimated time, the Client will be immediately informed (if possible) and be charged for the entire time spent on the matter.
Fee estimates are based on the general assumption that HARVEY is promptly and effectively provided with all documents and information needed to perform their professional services.
In particular, it is always assumed that all documents made available to HARVEY are drafted in English and/ or French, in a legible, electronic version and are complete and accurate.
It is also assumed that all powers of attorney, declarations, draft resolutions, agreements and other documents to be executed by the Client or by third parties are properly completed and executed and promptly returned to HARVEY.
Fee estimates do not include VAT (if applicable) or expenses.
VII. PAYMENTS OF FEES
HARVEY statements of fees and expenses are payable within thirty (30) days. Late payments will be automatically subject to late interest as of the due date. The rates of the late payment interest are determined according to the applicable rate in the Grand Duchy of Luxembourg.
In case of late payments, HARVEY is entitled to keep files, documents, etc. until the complete payment of fees, expenses, etc., due for the file.
An advance payment may be request at any time for services that have been or will be provided. HARVEY has the right to suspend further implementation of any instructions if an advance payment or a due payment is not provided.
HARVEY assumes that the Client will pay their fees and expenses itself. If this assumption is correct, the Client shall notify HARVEY at once and kindly provide HARVEY with the full particulars of the payer, including its VAT number.
VIII. LIMITATION OF LIABILITY
All liability to the Client in respect of breach of contract or breach of duty or negligence or otherwise arising out of or in connection with HARVEY engagement or the services of any lawyer of HARVEY shall be limited to the amount paid out, if any, under their professional liability insurance policy in the matter concerned.
In the event and to the extent that no monies are paid out under the professional liability insurance for whatever reason, any and all liability on HARVEY part shall be limited to five times the amount of the total fees charged to the Client in the relevant matter but only up to a maximum amount of EUR 125.000,00.
A limitation or exclusion of liability within the meaning of this article does not apply to loss or damage resulting from gross negligence or wilful misconduct on the part of HARVEY.
HARVEY will exercise due care when hiring a third party and will consult with the Client about the selection of a third party, other than for the assistance of notaries, translators or bailiffs (“huissier de justice”), if it is customary and reasonable in the context of the relationship to do so.
HARVEY will not be liable for any acts or omissions of third parties. The Client authorizes HARVEY to accept any limitation of liability of third parties on its behalf.
IX. FIGHT AGAINST MONEY LAUNDERING
Luxembourg money laundering legislation imposes strict obligations on HARVEY to obtain detailed knowledge of their client’s identity, their business and the origin of their funds in the context of fighting against money laundering and against the financing of terrorism.
The Client commits to promptly provide HARVEY with all accurate and complete documents and information requested by HARVEY in order to determine their identity or the one their Clients.
In addition, the Client will promptly complete and return to HARVEY all periodical Client Identification Confirmation Forms. HARVEY will send them, together with all documentary evidence requested or useful in such context.
The Client further commits to promptly fill in, sign and return to HARVEY complete and accurate Declaration(s) of Beneficial Ownership and any other forms provided by HARVEY to this effect, together with all documentary evidence requested or useful in such context.
The Client finally commits to immediately inform HARVEY of any changes with respect to its identity, the one of its client or the Beneficial Ownership of the funds or assets related to the matter and to provide HARVEY with all supporting documents.
HARVEY is expressly entitled to implement instructions or to stop implementing instructions until all requested documents and information in a satisfactory form have been received
HARVEY cannot be held liable for any delays, losses or costs suffered or incurred in connection with the above identification procedures.
HARVEY is compelled by the Luxembourg law on money laundering and the financing of terrorism to inform the president of Luxembourg Bar (le Bâtonnier) of all suspicious transactions which could implement money laundering schemes or finance terrorism.
In the event that HARVEY has any such suspicion, its obligation to report to the authorities will prevail. This legal duty overrides any duty of secrecy that HARVEY owes the Client as its Client.
HARVEY cannot accept any liability for loss where it arises as a result of any such disclosure to or directions from the authorities.
X. DATA PROTECTION
Personal data needed for and in relation to the performance of the mission of HARVEY (the “Data”) are collected and processed by HARVEY as data controller in compliance with the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 and any related Luxembourg regulation.
The Data are processed by HARVEY acting for the purposes (i) of performance of the contractual relationship with the Client, (ii) of invoicing the services provided by HARVEY and (iii) to comply with the accountable, statutory and legal obligations of HARVEY.
HARVEY shall only transfer your Data to service providers acting according to HARVEY demands in relation with the legal services provided by HARVEY. HARVEY undertakes to refrain from transferring Data of the Client to third parties, aside from cases where the performance of the contract, the law or the Client obliges HARVEY to transfer the Data.
Notwithstanding the aforementioned paragraph, the Client authorises HARVEY to provide Data to local authorities in compliance with applicable laws.
Should the Client have any queries concerning the processing of his/her personal data, he/she should address them directly to the person in charge of data protection at HARVEY at the following address GDPR@harvey.lu.
The Client has the right to request from HARVEY access to, rectification or erasure of his/her Data or restriction of processing. Furthermore, the Client has the right to data portability, to the extent possible, according to the provisions of the Law. The requests must be addressed to the following address GDPR@harvey.lu.
In case the Client considers that the processing of his/her Data does not comply with the applicable laws and regulation, he/she has the right to lodge a complaint with the supervisory authority of its the states of his/her residence, or of the place of the alleged infringement. In Luxembourg, the supervisory authority is the National Commission for Data Protection.
HARVEY keep the Data for the time necessary for the provision of its services and the legal periods of limitation regarding archives of legal matters and accountability.
XI. ALTERNATIVE DISPUTE RESOLUTION FOR CONSUMER DISPUTES
The consumer Client or HARVEY may in case of a dispute between the parties, contact the National Alternative Dispute Resolution Service for Consumers (Service National du Médiateur de la Consommation), Ancien Hôtel de la Monnaie, 6, rue du Palais de Justice, L-1841 Luxembourg, www.mediateurconsommation.lu, according to the provisions of article 412-1 and the following of the Code de la consommation.
XII. GOVERNING LAW AND JURISDICTION
The relationships between the Client and HARVEY are governed by Luxembourg law only and exclusive competence is given to the Courts of Luxembourg-City.
In any case, prior to any law suit regarding the relationship between the parties, each party have a right to contact the Luxembourg Bar (Barreau de Luxembourg), 2a Boulevard Joseph II, B.P. 361, L-2013 Luxembourg, www.barreau.lu, for mediation and/or taxation purpose.
XIII. TERMS AND CONDITIONS ACCEPTANCE
By instructing HARVEY, the Client agrees to be bound by the Terms and Conditions.
In case of discrepancy with the French version of these Terms and Conditions, the latter will prevail.
Last update: 25 November 2020