Terms and conditions
Terms and conditions
These terms and conditions as amended from time to time (the "terms") govern the professional relationship between Elvinger Hoss Prussen, a Luxembourg société anonyme admitted to the Luxembourg Bar (List V) established in Luxembourg, and its clients. The client acknowledges and accepts that Elvinger Hoss Prussen is the only contracting party and that the services will be provided by its partners, counsel, associates or lawyers acting exclusively on behalf of and at the risk of Elvinger Hoss Prussen.
By instructing Elvinger Hoss Prussen in whatever form, including but not limited by signing an engagement letter, the client agrees to be bound by these terms.
These terms may be altered or overridden in whole or in part through specific provisions in the engagement letter or special terms agreed with a client. Unless an engagement letter or special terms amend or override one of the provisions of these terms, the terms apply in full to any relationship with a client.
The terms may be amended from time to time at Elvinger Hoss Prussen's sole discretion and the latest version of the terms shall prevail.
We are subject to strict rules on professional confidentiality under Luxembourg law and the rules of the Luxembourg Bar.
We do not disclose any client related information except in the circumstances provided for in the law and our professional regulation.
3. Conflicts of interest
We use our best efforts to avoid any conflicts of interest by following our internal procedures, including reasonable conflict check verifications, and in application of the professional rules of the Luxembourg Bar.
We may, however, accept instructions from other potential clients operating in the same or competing markets and whose commercial interests conflict with those of a client.
Should a conflict of interest nevertheless arise, we will endeavour to resolve that conflict in discussions with the relevant clients and by applying the professional rules applicable in Luxembourg.
If we are unable to resolve a conflict, we may terminate our relationship immediately.
If we cease to act for you because of a conflict, we may act for other clients whose interests are contrary to your own provided that we comply with applicable rules of professional conduct.
4. Limitation of liability
Except for gross negligence or wilful misconduct, liability towards our clients shall in all circumstances be limited to 10 times the amount of our fees actually invoiced in relation to the relevant matter or instruction in connection with which the liability arises.
We shall not be responsible for any damages for loss of profits or any indirect or consequential loss or damage or for any loss caused by third-party professionals selected by us on the instruction and/or with the approval of a client. We are authorised, unless otherwise instructed by a client, to accept any limitations of liability of a third-party professional.
5. Anti-money laundering rules
We are subject to applicable anti-money laundering obligations pursuant to which we have to identify our clients. The identification of clients for anti-money laundering purposes is conducted pursuant to our internal know-your-customer procedure, which we reserve to amend from time to time depending on the evolution of international and local legal provisions.
We are also held to an obligation of vigilance as a result of which we may have to report a client if we have a suspicion or have reasonable grounds to suspect money laundering or financing of terrorism or any attempt thereof under applicable law or regulation. In such a case, we may not inform the client of the reporting and the legal obligation to report a client overrides our duty to professional secrecy towards the client.
6. Records and archiving
In Luxembourg, we are under a legal obligation to keep client records for a duration of 5 years following completion of our assignment. This retention period shall not apply to any documents or files which we have returned to a client at his specific request.
After this 5-year period, we reserve the right to destroy client files.
After the applicable retention period, we reserve the right to destroy client files.
7. Data protection
For the purpose of providing the requested services, fulfilling our legal and regulatory obligations and dealing with client management, we collect (directly or indirectly) and process, as data controller, personal data (including but not limited to names, signatures, addresses, phone numbers, email addresses, birth dates, financial information, and as the case may be specific sensitive data) relating to our clients and to natural persons related to our clients (directors, managers, shareholders, beneficial owners, investors, employees of our clients, etc. the “Natural Persons”) (“Personal Data”) in Luxembourg and in our offices abroad including Hong Kong. Personal Data are exclusively hosted on servers located in Luxembourg. We may disclose the Personal Data to IT service providers established in Luxembourg for hosting, back-up and IT maintenance purposes. We may also transfer the Personal Data to third parties (correspondents, regulatory bodies, etc.) within or outside of the European Union in order to provide the requested services or as requested by law.
By agreeing to be bound by these terms, the client hereby gives his express consent to Elvinger Hoss Prussen and any of its employees, agents and other persons acting on behalf of Elvinger Hoss Prussen for the processing, use and transfer of the Personal Data (including specific categories of data) in the manner described in this clause, in Luxembourg, within and outside of the European Union, including countries where the European Commission has not issued a decision on the adequacy of the protection of personal data. The client also declares that he will obtain all necessary and relevant consents of all the Natural Persons of whom Personal Data are disclosed to Elvinger Hoss Prussen should such consents be required.
The client may, within the limits of the applicable data protection laws or regulations, access the Personal Data or request that inaccurate or incomplete Personal Data be rectified or deleted. Elvinger Hoss Prussen may use clients’ Personal Data for marketing purposes, such as the distribution of newsletters, newsflashes or invitations to seminars and client events, unless a client specifically opposes such use.
8. Intellectual Property
Elvinger Hoss Prussen is the sole and exclusive owner of the legal advice and documents produced by its lawyers and holds all the intellectual property rights pertaining thereto. Clients shall not, without Elvinger Hoss Prussen’s prior written permission, reproduce or use such legal advice or documents for any purposes other than in relation to the matter and for the purpose for which they were provided. Clients shall not reproduce Elvinger Hoss Prussen’s intellectual property, including, without limitation, logos, trademarks, website, materials, without Elvinger Hoss Prussen’s prior written permission.
9. Use of information relating to public transactions
Unless a client disagrees, Elvinger Hoss Prussen may use information in the public domain relating to transactions or matters in relation to which we acted for a client for publication on our website and for marketing purposes, such as participation in league tables or communication to legal professional guides.
10. Form of invoices - Participation in automated billing systems
Clients accept that Elvinger Hoss Prussen's invoices are compiled and issued through our internal billing system.
Unless specifically and expressly agreed by Elvinger Hoss Prussen prior to the commencement of an assignment, Elvinger Hoss Prussen will not be required to participate in any electronic billing system used by a client for the approval and payment of invoices of external service providers.
Both parties may terminate their engagement with each other at any time and without stating any reasons. On termination, the client will forthwith pay all fees and disbursements incurred up to the date of termination.
12. Completion of a matter or instruction
Without prejudice to any elements evidencing an earlier completion of a matter or an instruction, a matter or instruction shall be deemed completed at the date of submission of the final invoice relating thereto.
13. Governing law and jurisdiction
Our relationship with clients, services provided to clients (including the issuance of legal opinions) and these terms are governed by Luxembourg law and any dispute with clients in relation to these terms and generally arising in the context of our engagement shall be subject to the exclusive jurisdiction of the courts of the judicial district of Luxembourg City.
Any claim that is not brought before the competent court within 3 years starting at the date of the completion of a matter or an instruction shall be prescribed by lapse of time.