55LEGAL is a société à responsabilité limitée existing under the laws of Luxembourg registered with and regulated by the Luxembourg bar and registered with the Luxembourg Trade and Companies’ Register under number B 277.514.
These terms of business govern the relationship with our clients. This document sets out the basis on which 55LEGAL accepts instructions and conducts business with clients. A letter of engagement signed by the partner in charge of your matter may alter or override any of these terms. By instructing us, you agree to be bound by these terms.
Our fees are established according to the rules set forth by Luxembourg law and the Luxembourg bar, taking into account inter alia the importance of the matter, its complexity and the outcome. Unless otherwise agreed in writing, we charge for each lawyer an hourly rate that is set in accordance with his or her individual experience. These rates are exclusive of VAT and may be reviewed from time to time. Our final professional fee will be based on the time our lawyers spend on the matter and there may be an additional charge if the work is particularly complex or the outcome is particularly satisfactory. If a transaction or other matter is terminated, our fees will still remain payable by you. Unless otherwise agreed in writing, estimates are provided only as a guide and should not be regarded as a firm quotation. The following expenses will be added to our professional fee:
Clients accept that 55LEGAL’s invoices are compiled and issued through our internal billing system. Unless specifically and expressly agreed by 55LEGAL prior to the commencement of an assignment, 55LEGAL 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.
Before accepting your instructions, we have made verifications that there is no conflict of interest that prevents us from acting for you. 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.
We are bound by strict professional secrecy rules under Luxembourg law, a breach of which may incur criminal liability. Accordingly, we will treat all information about your business and affairs as confidential unless we are required to disclose any information by law or by agreement with you.
We will send statements of fees and expenses periodically to cover the work we have performed on the matter and disbursements we have made on your behalf during the period. Our statements of fees and expenses are payable as from the date of receipt. As our client you are the person responsible for the payment unless we have agreed otherwise in writing. In case of late payment, interest will be charged as provided for by Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011 on combating late payments in commercial transactions. After we have sent you a statement of fees and expenses, we may deduct the amount due from any monies we hold, or may in the future receive, on your behalf within one month of the date of the statement unless we have received payment during that period. We may ask you to pay one or several fee installments in advance, both at the start of our engagement and as the matter progresses. If you fail to pay such fee installments, we reserve the right to cease our work on your behalf and charge you for any work already done.
Save as otherwise expressly agreed by us in a signed engagement letter, all liability to you in respect of breach of contract or breach of duty or negligence or otherwise arising out of or in connection with our engagement or the services we provide shall be limited to the lower of (i) two times the amount of fees effectively invoiced and paid or (ii) EUR 100,000 (one hundred thousand Euros). We shall, as far as possible, consult you before engaging third parties, and 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 us to accept any limitations of liability of third parties on your behalf.
We will communicate with you by e-mail, post, fax telephone or secured online platforms. Unless you notify us otherwise in writing, we will assume that you are satisfied for us to communicate by e-mail or telephone, although we cannot guarantee the security or confidentiality of such communications. It is your responsibility to ensure that communications to the e-mail address you give us are secure. Our advice will be final and binding only when signed by one of our partners and delivered to you by e-mail, post, fax or in PDF format.
We are subject to applicable anti-money laundering obligations pursuant to which we have to identify our clients and the origin of funds deployed in a matter. The identification of clients for anti-money laundering purposes is conducted pursuant to our internal know-your-customer procedure, which we reserve the right 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.
The law of 25 March 2020 transposing into Luxembourg law the European Council Directive (EU) 2018/822 adopted on 25 May 2018 amending the Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements (hereafter referred to as “DAC6 Law“), imposes on “intermediaries” (within the meaning of the DAC6 Law including lawyers and tax advisers) or as the case may be, the “taxpayers” (within the meaning of the DAC6 Law, potentially our clients or entities owned or controlled by our clients) to report detailed information on certain type of cross-border arrangements to the Luxembourg tax authorities.
The DAC6 Law is applicable as from 1 July 2020 but includes reportable cross-border arrangements whose first step has been implemented between 25 June 2018 and 30 June 2020.
The obligation to report is primarily up to “intermediaries” but could be shifted to a “taxpayer” where there is no EU based intermediary or where all EU based intermediaries involved are subject to a (legal) professional privilege.
As a law firm registered with the Luxembourg Bar, 55LEGAL acting as legal counsel is exempt from the reporting obligation under the DAC6 Law. However, if we consider that the arrangement we have been involved in as (exempt) “intermediary” is reportable under the DAC6 Law, we are required to notify their reporting obligation to any EU-based “intermediaries” known to us or, in the absence of at least one non-exempt intermediary, to the “taxpayer”.
Any time spent with respect to obligations and analyses entailed under the DAC 6 Law will be subject to our standard fee rates unless provided otherwise in the special terms and conditions of our engagement.
In Luxembourg, except under specific circumstances, 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 or deleted and erased from our information systems at his specific request. After this 5-year period, we reserve the right to destroy client files or maintain the files or part of the information in accordance with applicable retention periods set out in the Privacy Policy available on request.
We process personal data with respect to “inter alia” existing and former client files, lawyers and counterparties in accordance with the provisions of applicable data protection rules and legislation and in particular Regulation (EU) 2016/679 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 and its national implementation measures as more fully set out in our Privacy Policy available on our website.
55LEGAL is the sole and exclusive owner of the legal advice, know-how and all documents or other creations produced by its lawyers or employees, and holds all the intellectual property rights pertaining thereto. Clients shall not, without 55LEGAL’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 55LEGAL’s intellectual property, including, without limitation, logos, trademarks, website, materials, without 55LEGAL’s prior written consent.
55LEGAL 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, unless the client objects. In connection with materials of 55LEGAL that, for marketing purposes, describe facets of our law practice and recite examples of matters we handle on behalf of clients, the client agrees that to the extent those materials avoid disclosing the client’s confidences and secrets, they may identify the client as a client, may contain factual synopses of the client’s matters, and may indicate generally the results achieved.
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.
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.
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.