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Terms of business

All engagements by Arvine Zamani shall be governed by the specific terms and conditions provided in each relevant engagement letters entered into based on your specific facts and circumstances. The instruction of any services absent any engagement letter (i) shall be governed by the following terms and conditions, (ii) shall be deemed as an unreserved and express consent of such person to these terms and conditions including to the jurisdictional clause and (iii) such person agrees that the limitations set forth herein are fundamental elements, absent which the services shall not be rendered.

 

For the purpose of these terms and conditions, the client is understood as any individual acting professionally or any coporate entities and the services are mainly addressed to such professional clients. Where in limited circumstances a client is an individual acting in a personal capacity in an international setting, such individual shall be deemed to have expressly consented to the jurisdictional clause and the remaining provisions shall be understood, applied or superseeded by the mandatory provisions derived from consumption laws especially for online services where applicable. Online bookings fees are merely the administrative cost of reserving a specific slot for an online call with Arvine Zamani. In case of cancellation of any online booking, another online booking can be rescheduled. Failing that, the initial fees shall be forfeited for the time spent for administrative processing.

 

The advice and the services will be rendered on the basis of publicly available court decisions or the current practice - all in force in the Grand Duchy of Luxembourg at the relevant issuance date. Such advice will only be updated upon specific instruction made in writing. The services shall be rendered with reasonable skill and care and the advice will be solely contained in final written documentation with the exclusion of any drafts or any other medium. In particular, should any email contain any advice, such advice shall be based on facts that have been shared and some assumptions that have been made and unless otherwise provided, such advice shall only be preliminary and will not be a substitute for a formal legal opinion. In case of doubt, you are invited to request a formal opinion. For tax services, no assurance can be provided that the advice will not or never be challenged by the Luxembourg tax administration having regards to the recent increase in tax litigation.

 

Unless otherwise agreed, the services shall be provided on a time spent basis having regards to the complexity of the matter, the outcome sought and the quality and situation of the parties. The amounts charged shall be exclusive of any applicable VAT or disbursements, if any and office expenses. All disbursements (such as notarial fees, express mail or any other third party costs) will be invoiced at their actual cost. Office expenses will be invoiced at a rate of 5 %. An administrative fee of EUR 350 may apply for the opening of the file and the completion of KYC checks. Under the law and the rules of the Bar, Arvine Zamani must (i) identify and verify the identity of the clients as well as the matter’s ultimate beneficiaries (i.e., the natural persons who directly or indirectly have more than 25% share of or any other manner of control over the client or on behalf of whom the envisaged transactions are to be executed); (ii) exercise continuous vigilance concerning elements that might be indicative of money laundering or terrorism financing; and (iii) if any money laundering or terrorism financing is suspected, report it to the President of the Bar who can inform the Financial Intelligence Unit about the facts of the suspicious matter or transaction.To comply with these identification and verification obligations, the client must submit the following documents: (a) If the client is a natural person: appropriate documents evidencing the client’s identity and permanent residence; (b) If the client is a legal entity: the entity’s articles of association, the composition of the entity’s board of directors/managers, its shareholders' register unless information on shareholders' is publicly available or recorded in an RCS extract or equivalent document; (c) where available, its annual accounts; (d) the identity and the permanent residence of the ultimate beneficiaries of the entity or transaction; (e) any eventual changes to any of the data in the documents mentioned above and (f) and a declaration of beneficial ownership to be provided by Arvine Zamani and to be signed by the client. Additional information and documents shall be required for clients and ultimate beneficiaries who hold public positions (politically-exposed persons) or who have a family or economic link with such persons or who are active in certain industries, geographies or distribution channel that in accordance with the prevailing provisions at the time of the opening of the matter or at the time of the review of the file, are deemed to present a higher risk level. 

A right is reserved to add a weighting to the fees in cases involving urgency, novelty, unusual responsibility, complexity or where a formal legal opinion is required. In case of a favorable outcome for the client in the negotiation of any documents, any settlement or any proceedings, a success fee of 15% shall be added to the aggregate fees charged.

 

Any amount of money due by the client and not paid on the due date will generate a yearly interest charge at 10% without any formal notification. The interest on any started month will be due for the entire month. In case the payment hasn’t been made on a timely basis, a penalty of EUR 400 shall be applied for the drafting of each notice(s), summons required and all the amounts due shall be increased by 20% as a fixed defaulting penalty in the context of the initiation of judicial proceedings for the collection of any such unpaid fees. The client as debtor hereby commits to bear all recovery costs to be incurred in the event there is a continuing default in the payment of the fees. Such defaulting person, agrees to reimburse all the fees that will be required to be borne in any collection proceedings to be initiated from time to time, including but not limited to any bailiffs orders, citations and attorneys’ fees. The client may possibly benefit from the (partial or full) financial contribution from a paying third party (for example, an insurance company) in paying the attorney's fees and expenses for a particular matter. In such case, the client must inform that third party about the matter and about Arvine Zamani’s involvement as soon as possible. The client should inform Arvine Zamani about the conditions of that third party’s financial contribution. Arvine Zamani will still issue its statements of fees and expenses in the client’s name, and the client remains responsible for paying the fees and expenses regardless of whether such fees and expenses have been or will be settled eventually by a third party.

It is acknowledged that the attorney's professional liability for losses, damages, costs or expenses will only be held if such losses are determined to have been directly caused by gross negligence or willful misconduct. For the avoidance of doubt there will be no liability if such losses are due to the provision of false, misleading or incomplete information or documents or due to the acts or omissions of any person other than the attorney. Any liability in respect of the services rendered shall be limited to the amount paid out, if any, under the professional liability insurance cover. To the extent that no amount would be payable under the professional liability insurance cover for any reason, the liability would be limited to the amount of the fees charged and paid by the client in the financial year such loss arose. In no event will there be any liability for damages in respect of loss of profit, goodwill, business opportunities or the non-realization of anticipated savings or benefits, loss or corruption of data, delayed receipt of emails, hacking, tampering with emails or electronic systems or indirect or consequential damages. Each client agrees that it shall irrevocably waive to bring any claim against the attorney for the services that have been performed after 12 months.

 

The client shall provide the required information or supporting documents, enabling the attorney to determine if any of the hallmarks within the meaning of the law of 25 March 2020 implementing Council Directive 2018/822/EU of 25 May 2018 ("DAC 6") would be met in respect of the services. The client shall hold the attorney harmless and indemnified in case the required information or documents are not promptly submitted. To the extent an arrangement would be deemed to be reportable, the client shall be notified by the attorney that the reporting obligation will rest with him.

 

All the terms and conditions are considered as autonomous provisions and should any provision be held unenforceable, such unenforceability shall not affect the remaining provisions it being noted that the parties shall, to the fullest extent permitted by applicable law, negotiate in good faith in order to enter into the required undertakings conferring the economic benefit of the provision held unenforceable.

 

Any claims or disputes arising out of or in connection with the services rendered will be exclusively subject to binding arbitration to be held in the district of Luxembourg City before a retired judge or senior lawyer to be agreed upon by the parties or, in the absence of such agreement, to be appointed by the President of the Bar of Luxembourg, or the President of any successor self-regulatory association for Luxembourg attorneys. The arbitration will be conducted in English and the arbitrator's award shall be final and binding.

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