GENERAL TERMS AND CONDITIONS OF OWL LEGAL
Owl Legal is a Luxembourg law firm with registered office at 37 route de Luxembourg, L7240 Bereldange, Grand-Duchy of Luxembourg, and registered on list V of the Luxembourg bar. Its VAT registration number is LU31383016 (‘Owl Legal’).
Applicability
These general terms and conditions apply to all instructions given to and accepted by Owl Legal, including but not limited to all subsequent instructions or non-standard additional instructions. Any terms differing from these general terms and conditions only apply if agreed in writing.
Performance of the engagement
Engagements are exclusively accepted and executed by Owl Legal. This applies even if it is the express or implied intention of the Client that an engagement be performed by a certain specific person.
Owl Legal will have the engagement performed by the natural persons or legal entities engaged by Owl Legal.
Owl Legal is entitled to engage third parties for the performance of the engagement, such as litigators, experts, bailiffs, translators, couriers, etc.), costs to be paid by the Client, and subject to the terms set by these third parties. If the third parties engaged by Owl Legal limit their liability in connection with the performance of an engagement, Owl Legal is entitled to accept such a limitation of liability by third parties on behalf of the Client. Owl Legal is not liable for any acts or omissions of these third parties, except in the event of wilful misconduct or gross negligence / deliberate recklessness on the part of Owl Legal or of the people charged with the management of its business.
The performance of the engagement is exclusively for the benefit of the Client; third parties cannot derive any rights from it.
Invoicing
In principle, Owl Legal sends monthly invoices for services provided, payable in arrears. Invoices may also be sent by email.
Fees
Our Fees relating to the services provided will be determined, either (a) by applying an agreed amongst us fix-fee, or (b) by reference to the time incurred performing the engagement multiplied by the applicable hourly rate. Hourly rates are reviewed in principle every year on 1st January. In addition, Owl Legal may increase the basic hourly rate and/or disbursements during the course of the engagement. A change in the hourly rate based on seniority does not constitute a review of the hourly rate within the meaning of this Article.
Payment by Client
The payment term for invoices is fifteen (15) days from the invoice date.
The Client must transfer the amount due in the currency specified to the bank account mentioned on the invoice. Amounts due may not be set off against other amounts unless Owl Legal has given prior written permission to do so. The Client does not have the right to suspend its payment obligation unless Owl Legal has given prior written permission to do so.
In the event of failure to pay the full invoiced amount (without any right to suspension or set-off) within this payment term, the Client is in default by operation of law, and statutory interest will start to accrue without written notice of default being required. If Owl Legal commences legal proceedings or takes out-of-court measures, the Client must compensate Owl Legal for the legal and other costs incurred in accordance with Luxembourg law), with a minimum of 15% surplus on the principal and a minimum of EUR 40, and for all legal costs.
Owl Legal is entitled to request an advance payment at any time.
If payment of the invoice or advance payment is not received within the specified payment term, Owl Legal may (i) terminate performance of the engagement by giving notice or (ii) suspend the engagement with immediate effect, until the amount due increased by interest and costs has been paid by the Client. Owl Legal is not liable for damage and/ or loss incurred by the Client as a result of the termination or suspension of the engagement.
If payment of the invoice or advance payment is not received within the specified payment term, any rights or claims the Client may exercise against Owl Legal and the natural persons and legal entities associated with Owl Legal, including the right to claim performance or compensation, will cease to have effect.
Complaints procedure
In the unlikely event that the Client has concerns about Owl Legal's handling of the engagement, Owl Legal will ask the Client to share its concerns with its Owl Legal contact person as soon as possible.
Professional liability insurance and limitation of liability
Owl Legal has taken out professional liability insurance. Owl Legal 's liability is covered subject to the conditions referred to in the insurance policy.
If Owl Legal 's performance of an engagement gives rise to liability towards the Client, Owl Legal’s total liability for a particular claim is limited to the amount paid to it under Owl Legal’s relevant professional liability insurance, increased by the amount of the deductible under that insurance.
Damage is understood to mean the damage and/or loss incurred by the Client, which is connected in such a way to an event for which Owl Legal is liable, that the Client's damage and/or loss can be attributed to Owl Legal. Owl Legal is not liable towards the Client for lost profits, not even if the lost profits are related to the event for which Owl Legal is liable in such a way that the Client's lost profits can be attributed to Owl Legal.
Owl Legal may not invoke the exoneration in question if the Client's damage and/or loss arose as a result of wilful misconduct or deliberate recklessness on the part of Owl Legal or of the people charged with the management of its business.
The liability or personal liability of individuals or entities engaged by Owl Legal who have performed the engagement for or on behalf of Owl Legal for the Client is limited to the amount paid out by the insurance company. The individual or entity engaged by Owl Legal is not liable or personally liable for damage and/or loss incurred by the Client in excess of the amount paid out by the insurance company. If the Client holds an individual or entity engaged by Owl Legal directly liable by reason of a wrongful act or other grounds, this individual or entity can invoke this limitation of liability clause against the Client as constituting a clause favouring a third party (stipulation pour autrui).
Damage claims lapse one year after the date on which the Client became aware or should reasonably have become aware of the damage and/or loss in question and of Owl Legal as the potentially liable party.
The Client acknowledges and accepts that the individuals or entities that have performed the engagement by or on behalf of Owl Legal are not liable for third-party claims for damage by or in connection with the activities to be performed by or on behalf of Owl Legal for the Client, nor are they liable for the costs of Owl Legal and/or the costs of individuals or entities engaged by Owl Legal who have performed the engagement by or on behalf of Owl Legal in connection with putting forward a defence against such claims.
Processing of personal data
Owl Legal ensures that personal data provided to or otherwise obtained by Owl Legal is processed confidentially and in accordance with applicable legislation.
In exceptional cases, Owl Legal may be classified as data processor for specific forms of services being provided. In that case, the Client and Owl Legal will enter into a processing agreement in line with market standards, where limitation of liability as laid down in these general terms and conditions is applicable.
The Client warrants that all personal data Owl Legal received from the Client as part of the performance of the engagement may be provided legally to Owl Legal and indemnifies Owl Legal against any claims from involved parties in connection with unlawful processing by the Client.
Client verification and notification requirements
Pursuant to the KYC and AML applicable rules, lawyers are required to verify the identity of clients in certain cases.
If a service is performed that is referred to in the KYC and AML applicable rules, the data used for verification purposes will be requested from the Client. Owl Legal reserves the right also to request such data from the Client if the KYC and AML applicable rules are not applicable.
The KYC and AML applicable rules also obliges Owl Legal in some cases to report unusual transactions, whether proposed or already performed. The lawyer who draws up this report is obliged to observe confidentiality. Owl Legal is not allowed to inform its clients that it has reported such transactions. If required, you can contact Owl Legal for further information about client verification and the notification requirement.
If the Client refuses to provide data as part of the client due diligence procedure, Owl Legal may be required by law to suspend or terminate performance of the engagement. Owl Legal reserves the right to suspend and/or terminate performance of the engagement if the Client refuses to provide data in matters not subject to the requirements of the law.
Notification requirement aggressive tax-planning arrangements
Pursuant to the EU Mandatory Disclosure Rules lawyers may have an obligation to notify the relevant authority of a reportable cross-border arrangement. The Client is free to contact Owl Legal for further information about the notification requirement for cross-border tax arrangements.
Jurisdiction and applicable law
The legal relationship between Owl Legal and the Client is governed by and will be construed in accordance with Luxembourg law.
If and to the extent that the Client is classified as a party or professional party that enters into the agreement for a use considered corporate or professional, the parties hereby agree that the district court of Luxembourg, is to have exclusive jurisdiction to settle any disputes which have arisen or may arise in connection with their particular legal relationship(s), where Owl Legal will keep its right to bring future claims before (i) the Luxembourg arbitration centre of the Chamber of Commerce in accordance with the prevailing arbitration regulations of that institute for rendering a decision by arbitration or (ii) the court of the country in which the Client has its corporate seat or domicile.
If and to the extent that the Client is classified as a consumer who enters into the agreement for a use not considered corporate or professional, the parties hereby agree that the court in the place where the Client has its domicile is to have exclusive jurisdiction to settle any disputes which have arisen or may arise in connection with their particular legal relationship(s).
Notwithstanding the foregoing, Owl Legal and the Client hereby explicitly waive the right to initiate legal proceedings in the United States of America (USA) and/or Canada in connection with disputes that have arisen or may arise between Owl Legal and the Client in connection with their particular legal relationship(s).
Amendments to these general terms and conditions
Owl Legal is entitled to amend its general terms and conditions. The amended general terms and conditions are deemed to have been accepted if the Client has not objected in writing to the amended general terms and conditions within fourteen (14) days of the general terms and conditions becoming known to it or having been sent to it.
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