Clément Konrad & Partners Luxembourg

I. GENERAL TERMS AND CONDITIONS

The following are the terms & conditions (the “T&Cs”) for any and all legal and tax services and documents (the “Advice”) provided by Clément Konrad & Partners S.à r.l., a Luxembourg Société à Responsabilité Limitée registered with the Luxembourg Bar (List V), with registered seat at 1, rue Schiller, L-2519 Luxembourg (“Law Firm ”) and registered with the Luxembourg Trade and Companies register under number B.198250, to a client (“Client”) and/or third parties regarding certain matters (the "Operations").

Unless differently agreed upon in writing, the entirety of the Advice shall exclusively be subject by the T&Cs, to the exclusion of any other terms and conditions. No express agreement is requested for the application of the T&Cs to the Advice. The T&Cs apply as from the first contact with the Law Firm. Any request of any Advice from the Law Firm as well as any partial or full payment of invoiced fees is to be considered as full and unconditional acceptance of these T&Cs and their application to the Advice.

1. Scope of work

The Advice comprises Luxembourg legal and tax advice in relation to the Operations, as agreed on by the parties. Additional Advice or services may be recommended and attached upon the Law Firm’s initiative if he deems the latter to be necessary or useful for the purposes of rendering the Advice.

Any further specific assistance shall be agreed upon in particular by the Client and the Law Firm.

2. Contact

The Client may contact the Law Firm on anytime using the online contact data.

If need be, the Law Firm may appoint from time to time such legal and support experts (“Experts”) to the Law Firm Team as deemed necessary by the Law Firm in order to ensure that the Engagement proceeds properly and in a timely manner. Such Experts may include attorneys-at-law, advisors and auditors, who shall be subject to and benefit from the entirety of these terms and conditions towards the Client and the Law Firm unless agreed upon otherwise. Costs and expenses for Experts will be borne by the Client.

3. Client Representative

A Client expressly and irrevocably accepts that the Law Firm may communicate without limitation with such foreign counsel (or any other Client Representative) in respect of the Operations. To this effect, the Client releases the Law Firm from its professional secrecy duties.

4. Fees – Invoices

The Law Firm will apply (ex-VAT and disbursements) market standard hourly rates on work time spent (the “Hourly Rates”) for any services rendered (billed per tranche of 5 minutes) depending on the profile of each professional. Unless otherwise agreed on, hourly rates are EUR 450 (Partner), EUR 350 (Counsel), EUR 250 (Associate), EUR 180 (Junior), EUR 100 (Paralegal).

Office expenses will be billed at a rate of 5% of invoiced amounts.

Other costs, fees, expenses, charges, taxes, duties, disbursements and, where applicable, value added tax (VAT, at the current rate of 17%) will be charged by the Law Firm in addition to these rates.

Invoices are sent monthly and are payable within 10 days upon receipt of invoice to the indicated account.

IF FEES, ADVANCES OR INVOICES ARE DUE AND PAYABLE BY THE CLIENT BUT NOT PAID/SETTLED/OUTSTANDING AT PAYMENT TERM, AND FOR WHATEVER REASON, THE FIRM MAY UPON ITS SOLE DISCRETION AND WITHOUT ANY PRIOR NOTICE TO THE CLIENT IMMEDIATELY SUSPEND OR REDUCE THE PROVISION OF ITS SERVICES AND/OR TERMINATE THIS AGREEMENT AND SHALL HAVE NO LIABILITY FOR ANY DIRECT OR INDIRECT DAMAGE OF THE CLIENT OR THIRD PARTIES POSSIBLY CAUSED THEREFROM.

ANY TERMINATION WITHOUT VALID GROUND OF A MANDATE BY THE CLIENT ENTITLES THE FIRM TO IMMEDIATE INVOICING AND PAYMENT OF ALL OUTSTANDING SERVICES AND EXPENSES.

ACCORDING TO THE LAW OF 18 APRIL 2004, LATE PAYMENT INTERETS APPLIES AT THE RATE OF THE EUROPEAN CENTRAL BANK (ECB) INCREASED BY 8% PER ANNUM.

Invoices will be addressed and sent according to the information provided by the Client.

5. Instructions, Information and Documentation

The Law Firm may at all times consider that it is authorized to take instructions from the Client Representative as well as from any person whose name and contact details the Client or Client Representative may transmit to the Law Firm from time to time with a clear indication that the said person is duly authorized to instruct the Law Firm.

The Law Firm may request any information and documentation necessary or useful to perform the terms of its Advice or that are material to the Advice; and the Client shall ensure that the Law Firm is supplied with all such information and documentation as soon as reasonably practicable.

Unless the Client has expressly asked the Law Firm to do so, the Law Firm will not verify the accuracy of any information provided to the Law Firm by the Client, or by other persons on the Client’s behalf, and the Client acknowledges that the Law Firm is entitled to rely on such information.

The Client expressly acknowledges that the Law Firm is, unless otherwise agreed on by the Parties, not involved in the overall legal and/or tax structuring of the Client and his group and excludes any and all liability for tax relevant decisions or instructions made by the Client or other advisors of the Client, and that the Law Firm, except if convened otherwise expressly, shall rely on and apply such decisions or instructions. The Client will inform the Law Firm of such structuring and its development or modifications.

6. Instructions of Third Parties by the Law Firm

Subject to the Client’s prior approval, the Law Firm may instruct experts or other third parties on the Client’s behalf and in respect to the Advice. In such case, such experts or third parties will be solely responsible for the execution of their services, and the Law Firm’s liability shall be limited to gross negligence or willful misconduct in choosing such expert or third party. This shall also apply if the services rendered by such third party are invoiced to the Client by the Law Firm.

7. Communications

The Law Firm may communicate with the Client and other advisers using electronic mail and other means of communication, which means will be binding and shall be considered as sufficient evidence between the Client and the Law Firm. The Client accepts the risks inherent in such means of communication used by the Law Firm (including, but not limited to, the security risk of interception, unauthorized access or virus contamination).

8. Confidentiality

The Law Firm is subject, under the laws of Luxembourg, as well as the rules established by the Luxembourg Bar Association, to obligations of confidentiality and professional secrecy.

Any information which the Law Firm obtains from the Client and which is not publicly available will be treated as confidential.

Should the Law Firm at any time be obliged by applicable law to disclose information to any competent authority, the Law Firm shall immediately inform the Client of such request or requirement to disclose (provided that informing the Client is permitted by applicable law and regulations and/or is not impracticable) so that the Client may obtain a protective order or other appropriate remedy concerning any such disclosure. The Law Firm and the Client shall cooperate fully in connection with obtaining any protective order or other appropriate remedy. If, in the absence of a protective order or the receipt of a waiver hereunder, the Law Firm is compelled or required by law or the order of any governmental, regulatory or self-regulatory body to disclose information, the Law Firm may disclose only that portion of the requested information that it is legally required to disclose.

As regards to the communication with or the disclosure of information to the Client Representative, clauses 3, 5 and 7 of these T&Cs apply.

9. Termination

The Client may terminate the Advice by notice in writing at any time.

The Law Firm may terminate the Advice by notice in writing with a reasonable notice period, unless serious grounds exist that justify immediate termination.

The Client agrees that, amongst other events, the non-payment of the Law Firm ’s invoices or retainers in accordance with these terms and conditions or the carrying out of the activities by the Client (or any other related party) in a not acceptable manner, in a manner generating for the Client and/or the Law Firm ’s risk of negative image or bad press or disconsideration by public or private authorities or bodies, in bad faith, or in illegal, fraudulent or criminally-sanctioned circumstances would constitute serious grounds justifying immediate termination.

Further, the Client agrees that the Law Firm may terminate with immediate effect in case of full or partial non-compliance of the Client with his obligations under section 4 (Fess and invoices), section 11 (KYC), section 12 (Information exchange obligations) and Part II (Privacy Policy).

In case of a termination requested or caused by the Client, the Law Firm will be entitled to immediate payment of any and all fees and expenses agreed upon with the Client, including fees for services not rendered yet or in process of being rendered.

10. Documentation Storage

The Law Firm will keep storage of the file pertaining to the Advice (except for items which will be returned to the Client or forwarded on the Client’s behalf to other persons) for at least ten years after the Law Firm’s work on the Operations has ended. The Law Firm is entitled to destroy the file at any time after the expiry of such period, unless expressly agreed otherwise.

11. Know Your Client Obligation

To be able to perform a “know your client/customer” due diligence, The Law Firm will require certain information on the Client and other parties to the Operations as well as on the origin of funds in connection with the Operations, as this may be required by applicable law, especially in respect of the fight against money laundering and the fight against financing of terrorism.

The Client acknowledges and agrees that the Law Firm may not commence the provision of its legal services in connection with the Advice until all information in connection with this “know your customer” due diligence has been provided to the Law Firm ’s satisfaction.

12. Information exchange obligations

The Client acknowledges and accepts that the Law Firm may under mandatory Luxembourg or foreign regulations have certain duties to communicate certain information and/or documents on the Transaction and/or the Client. Upon request of the Law Firm, the Client commits to undertake any and all actions that may be useful or necessary for the Law Firm’s compliance with its aforementioned obligations.

13. Business decisions

The Law Firm acts only as the legal adviser of the Client in relation to the Operations.

The Law Firm does not and will not provide investment advice or advice on the fiscal, economic and accounting treatment or commercial merits of the Operations to the Client or any other party.

14. Liability

Any liability of the Law Firm resulting from or in connection with this Advice shall be limited to five times the amount of Law Firm’s invoiced and paid fees in connection with the Advice during a period of 12 months preceding an event triggering a liability of the Law Firm. The overall liability of the Law Firm for any and all possible liability cases is capped in any case at a total aggregate amount of EUR 100,000. Additional coverage could be arranged upon request. In such case, an additional fee would be charged by the Law Firm in order to cover such additional insurance coverage requested by the Client.

No claim can be made by the Client personally against any employee, counsel, lawyer, manager or partner of the Law Firm in relation to its services and its Advice.

Any liability is excluded regarding the challenge by any Luxembourg government body (including, but not limited to, tax authorities) of implemented structures and contracts due to a change of regulation, to unclear regulation, to the application of legal and tax concepts that are practiced but not regulated by the law or other regulations, to a change of the position and/or practice of the Luxembourg tax authorities, to insufficient or inappropriate substance, to full or partial non-application of CK&P’s advice, or where a confirmation of the applicable tax treatment by the tax authorities would have been useful or necessary but either not possible or available or not requested upon the client’s instruction.

The Client waives any right or legal action of any nature he may have against the Law Firm and/or Experts regarding a determined service/advice with effect as from the expiration of a period of 12 months following the date of rendering that relevant service/advice.

The Client agrees that the work product provided by the Law Firm is solely for the benefit of the Client and not for the benefit of third parties. Therefore, the Client may not communicate any statements made by the Law Firm to third parties unless the Client has obtained the Law Firm’s prior written consent.

II. PRIVACY POLICY

The Law Firm, acting as a data controller, collects data to operate effectively and provide you (any data subject in relation with the Law Firm with the best services. At the Law Firm your privacy is a priority. The present Privacy Policy has been designed to address how the Law Firm may collect, use, share, protect and keep information about you as well as the rights to which you are entitled.

1. Information to be collected by the Law Firm

In relation to its activity, the Law Firm needs to collect and process certain information about you. The data collected depends on the context of your interactions with our law firm, the choices you make including the services which are provided to you.

When the Law Firm requests personal data, such request may be declined, in such case the Law Firm may not be able or deny to deliver the service.

2. Processed personal data

Data collected and processed may include the following, amongst thus

Identification data: contact data such as your first and last name, email address, postal address, phone number, and other similar contact data, date and place of birth, gender, country, nationality, preferred language, tax residency, relatives;
Business contact information: profession, function, department, organization name, size, fiduciary relations, working contract situation;
Financial information: information such as financial and bank accounts, bank, Know Your Customer (“KYC”) information;
Contractual information: information allowing Clément Konrad to perform its contractual duties.

3. Data collection procedure

Personal data may be collected in various ways.

Unless required by the law and with the consent of the concerned person, no specific data such as personal information specifying criminal offences/convictions, medical or health conditions, biometric or genetic data, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or information specifying the sex life of the individual shall be collected by us.

We collect data through cookies when you are using our website:

Navigation and click-stream data;
HTTP protocol elements;
Search terms;

Personal data collection when doing business with Clément Konrad: information relating to an identified or identifiable natural person that Clément Konrad receives on behalf of the client himself/herself/itself.

Personal data collection from other sources: it may periodically be obtained both personal and non-personal information about you from business partners and other third-party sources where they are legally permitted to share such information with us, and include e.g. updated business address information, identification data, financial information, and contractual information.

Personal data collection for jobs application: please refer to the specific section below.

For processing to be lawful under REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 - the General Data Protection Regulation (“GDPR”) - , a lawful basis needs to be identified before processing personal data.

4. Use of your personal data

The Law Firm uses or may use your personal data for the following purposes (or as otherwise described at the point of collection) in line with the lawful basis under the GDPR:Providing service you have requested;

Performance of a contract;
Providing information, access to resources or other services that you have requested from us on behalf of your organisation;
Transmission of client service-related communications (marketing);
Dealing with communications sent to Clément Konrad and responding to queries, requests and complaints;
Complying with legal obligations in respect to Anti Money Laundering (“AML”)/KYC/Market Abuse Regulation (“MAR”);
Managing the infrastructure and business operations of Clément Konrad and complying with internal policies and procedures;
Compliance with any applicable rules, laws and regulations, codes of practice or guidelines or assistance in law enforcement and investigations by relevant authorities;
Treatment of client communications sent to the Law Firm and responding to queries, requests and complaints.

You may be contacted by mail, telephone, fax, video conference, email or other electronic messaging service to notify you about special events, new features or other information that may be of interest to you in accordance with your interaction with the Law Firm. Where required by applicable law, your prior consent will be obtained before sending you direct marketing and you may object or opt out of receiving marketing messages from The Law Firm.

The Law Firm will not in any way sell, lease or rent your information to third parties.

5. Disclosure of your personal data

Depending on the nature and scope of our assignment, mandate or the service requested from the Law Firm may with your consent disclose your personal data with the following recipients to the extent that such disclosure or transmission is deemed reasonably necessary or desirable for rendering any service you have requested or authorized:

our lawyers, employees, service providers, agents, external consultants or other persons acting on our behalf;
information technology service providers;
accountants;
advisers;
auditors;
fiduciary firms/domiciliation agents;
administration and public authorities;
banking institutions;
notaries;
correspondent law firms;
tax advisors;
law enforcement;
government agencies;
courts;
co-investors;
your direct and indirect shareholders;
your ultimate beneficial owners;
administrative bodies;
regulatory bodies;
governmental bodies ;
judicial bodies;
notaries public;
bailiffs;
legal directories.

The above list is construed so as to include any authorised employees, agents or other persons acting on behalf of the mentioned entities or bodies.

Those recipients may be located in and outside the European Union. Your personal data will not be transferred to any country outside the European Union which does not ensure an adequate level of protection unless you gave us prior authorization to do so or specific measures (such as adequate contractual arrangements) have been taken by us in order to ensure that the requirements of the applicable data protection law have been fulfilled.

The Law Firm’s policy is to maintain contracts with all third parties with whom personal information is disclosed/transferred. Service providers must abide by our data privacy and security requirements and are not allowed to use personal data they receive from us for any other purpose.

6. Access to personal data

The Law Firm wants to ensure that you can always exercise your rights. The Law Firm will address any request within the limits of its technical and organizational means as soon as possible.

These include:

Right to access your personal information: if you want to review the data we hold, collect and process about you, please let us know by contacting us;
Right to rectification: should the data we hold, collect and process about you be inaccurate or incomplete, you have the right to update such data at any time by contacting us;
Right to erasure: if at any time you decide you do not want us to retain any personal data we collected from you, you may request we delete your data by contacting us, unless required by the applicable laws;
Right to restriction of processing: if you wish to exercise this right, please contact us , you may obtain the right to restriction of processing only if allowed by applicable laws;
Right to object: if you wish to exercise this right, please contact us. The Law Firm will consider your objection and we will comply with it unless there is a compelling legitimate ground as permitted by applicable law;
Right to data portability: Your personal data may be transmitted directly from us to another controller only when you have asked us to do so and have consented to such sharing, and when technically feasible. If you wish to exercise this right, please contact us;
Right to lodge a complaint with the supervisory authority: you have the right to lodge a complaint with the Commission Nationale pour la Protection des Données (the “CNPD”), where you believe that your data is being processed in a way that does not comply with the GDPR.

7. How the Law Firm protects your personal data

The Law Firm commits to protecting the data you provide to us, in accordance to applicable laws. Appropriate organisational, physical and technical security measures (personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of personal data) are being implemented to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of personal data.

8. Notification in case of a personal data breach

Any personal data breach by the Law Firm, its processors, or any other third-parties acting on the Law Firm’s behalf will be notified without undue delay, and where the data breach is likely to result in a high risk to the rights and freedoms of the concerned person.

9. Changes to this policy

The Law Firm reserves the right to amend this Privacy Policy from time to time to reflect changes in the law, our data collection and used practices, and to ensure it is accurate, complete and up-to- date. You are advised to check this data protection policy from time to time.

10. Job applications

Personal data may be submitted through the use of our website to be considered for employment at the Law Firm, amongst others, your name, your address, your phone number, your email address, experience, education, job skills and other information contained on your curriculum vitae (CV) and/or your cover letter. The Law Firm utilizes that data solely for consideration of your candidacy, to communicate with you and to generate related correspondence, including offer letters and employment agreements, the data may also be used, subject to applicable local laws, to conduct necessary checks of background for compliance and other employment related purposes (including profile assessment in view of the conclusion of a potential employment contract, to the extent legally permitted. Finally, The Law Firm only retains such data for as long as is necessary to address your employment application and for questions that may arise regarding your application’s processing. Your submission of personal data or a resume through our website constitutes your express consent to the collection, storage and use of that information by the Law Firm during the recruitment process.

11. Retention period of personal data

The Law Firm will only retain your personal data:

For as long as it is necessary for the purpose or purposes for which it was intended;
For the purposes of performing or fulfilling a contractual obligation with you or the organization that you represent and, therefore, legitimate business purposes;
For as long as required or permitted by law.

12. How to contact us

If you have any questions or concerns about our use of your information or regarding our Privacy Policy, you may contact us by sending an email to info@ckpartners.lu or by writing to us at:

Clément Konrad & Partners S.à r.l.

13. Data Protection Officer

1 rue Schiller

L-2519 Luxembourg

Grand Duchy of Luxembourg