Terms & Conditions

Loyens & Loeff Luxembourg SARL - General terms and conditions 

1. All services are provided by LOYENS & LOEFF LUXEMBOURG SARL, a private limited liability company (société à responsabilité limitée), with registered office at 18-20, rue Edward Steichen, L-2540 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 174.248. All addressees acknowledge that our services are governed by these general terms and conditions, which include, amongst other matters: a limitation of liability; the applicability of Luxembourg law; and the competence of Luxembourg courts.
   
   
2. In accordance with general professional custom, certain persons who perform professional services for LOYENS & LOEFF LUXEMBOURG SARL may be referred to in correspondence or otherwise as “partner”. Any person referred to as “partner” does not act in any personal capacity whatsoever and acts exclusively for the account and risk of LOYENS & LOEFF LUXEMBOURG SARL in performing all professional services. Titles allocated under professional custom to individuals performing services for LOYENS & LOEFF LUXEMBOURG SARL can be found on our website.
   
   
3. LOYENS & LOEFF LUXEMBOURG SARL processes certain personal data in the course of the provision of its services. For further information about the way LOYENS & LOEFF LUXEMBOURG SARL processes personal data, we refer to our Privacy Statement available on our website: Privacy Statement | Loyens & Loeff (loyensloeff.com) If personal data of any other persons is provided to us by you, a copy of our Privacy Statement should be provided by you to these persons.
   
   
4. LOYENS & LOEFF LUXEMBOURG SARL may share personal and other information, including, but not limited to, confidential information, with related persons operating under the name “Loyens & Loeff”, but only to the extent these related persons are also subject to a confidentiality obligation. Related persons include, amongst others, any (former) fee-earners, staff, counsels, shareholders, partners, subsidiaries and affiliated entities, including other entities operating under the name Loyens & Loeff.
   
   
5. We may utilize digital or other services (“digital services”), whether or not offered by third parties which include, amongst others, telecommunication services, software programs, applications to transmit, share or store data digitally or in a cloud or otherwise, internet, e-discovery, automated due diligence or other applications which allow data to be processed, searched, analysed, translated (including with the use of artificial intelligence). As a result, data could be processed on servers or a cloud controlled by third parties. We will exercise due care in our selection of these third parties and such digital services. We are not liable for any acts and/or omissions of these parties (including their insolvency or default) and for any damage or loss ensuing from the use, unavailability, loss or restricted use of such digital services. We also exclude any liability resulting directly or indirectly from (a) any restriction or loss of the ability to use, operate or access computers, the network or the data or (b) any data breach, whether or not as a result from a data leak or a cyberattack. All if and to the extent allowed under applicable laws and regulations.
   
   
6. In providing our services we may engage Related Persons and persons not related to LOYENS & LOEFF LUXEMBOURG SARL where such engagement is desirable for the provision of our services (such as foreign counsel, bailiffs, and translators, cumulatively referred to as “delegates”). If any delegate is engaged, you will be bound by the terms of engagement agreed by us with such delegate. We are not liable for any damages caused by delegates and delegates may rely on clauses 11 to 15 of these general terms and conditions.
   
   
7. In order to comply with Luxembourg law and our Bar rules and to satisfy our identification procedures, we need to obtain evidence, amongst other things, of the identity of our client, the payor of our invoices (if different from our client), persons and entities affiliated to our client including, in particular, the ultimate beneficial owner(s) (UBOs) thereof or, in the absence thereof, any pseudo-UBOs. A UBO is an individual who (directly or indirectly) owns or controls more than 10% of the shares or voting rights.
   
   
8. You, as the client, will be considered as payor for our invoices. If you give instructions that another person or entity should be the payor instead, these instructions are valid only after KYC/AML requirements have been cleared to a level that is satisfactory to LOYENS & LOEFF LUXEMBOURG SARL. In addition, you will remain liable for the payment of any invoices left outstanding by the payor. Payments are to be made by wire transfer without deduction or set off to our Luxembourg bank account detailed in the invoice.
   
   
9. In addition to our fees, we will charge you for our reasonable out-of-pocket expenses and sundries. Our office expenses and disbursements are customarily billed by us as a fixed 6% office surcharge to be paid in connection with the services performed. For reference, these expenses and disbursements include the KYC/AML check and client-onboarding (provided such check and onboarding can be performed in a reasonable amount of time), and other secretarial services, but do not include travel and courier services which will be added separately.
   
   
10. Unless expressly agreed at the time of our engagement, we do not use e-billing platforms for the transmission of our invoices.
    
    
11. Any liability of LOYENS & LOEFF LUXEMBOURG SARL resulting from services rendered by or under the responsibility of tax advisors, is limited to the lower of (i) three times the fees paid and/or owed by you for the services rendered under the engagement, or (ii) EUR 2,500,000. For this clause, the reference to tax advisors includes lawyers such as avocats and avocats à la Cour who provide tax advisory services.
    
    
12. Any liability of LOYENS & LOEFF LUXEMBOURG SARL to which clause 11 is not applicable, is limited to the amount paid by the insurer under the applicable professional liability insurance policy, increased by the amount of the deductible that is not for the account of the insurer under the policy terms and conditions. If the insurer does not pay any amounts, our liability is in all circumstances limited to EUR 2,500,000.
    
    
13. If any third party files a claim against LOYENS & LOEFF LUXEMBOURG SARL related to or in connection with the provision of services by LOYENS & LOEFF LUXEMBOURG SARL to a client, that client will indemnify LOYENS & LOEFF LUXEMBOURG SARL insofar as the liability of LOYENS & LOEFF LUXEMBOURG SARL under such claim is greater than the liability of LOYENS & LOEFF LUXEMBOURG SARL towards that client for the services provided by LOYENS & LOEFF LUXEMBOURG SARL to that client. For the sake of clarity, third parties include any persons related to the client.
    
    
14. The right of any claimant to claim compensation for any damage of any nature whatsoever arising from the engagement with LOYENS & LOEFF LUXEMBOURG SARL, shall terminate thirty-six months after the date upon which the claimant discovered, or should reasonably have discovered, the occurrence of the event that caused, whether directly or indirectly, the damages for which it claims LOYENS & LOEFF LUXEMBOURG SARL is liable. This limitation shall apply equally where any compensation is claimed for damages on the grounds of a right taken over or acquired from a third party.
    
    
15. Your relationship with LOYENS & LOEFF LUXEMBOURG SARL shall be governed exclusively by, and construed exclusively in accordance with, the laws of the Grand Duchy of Luxembourg. The Courts of Luxembourg City, Luxembourg, shall have exclusive jurisdiction in the first instance to hear any disputes between you and LOYENS & LOEFF LUXEMBOURG SARL relating to any agreement and/or service to which these general terms and conditions apply, including non-contractual obligations relating thereto as well as disputes concerning the existence and validity of such agreements. LOYENS & LOEFF LUXEMBOURG SARL shall retain the ability to take any legal action in a court of law that would have had jurisdiction over disputes with LOYENS & LOEFF LUXEMBOURG SARL in the absence of this exclusive jurisdiction provision.