1. Introduction

These terms and conditions (the “Terms”) govern our professional relationship with you as our client.

Fisch Legal, a Luxembourg société à responsabilité limitée, registered with the Luxembourg Bar (the “Firm”, “we”, “us”), is the contracting party responsible for providing agreed services to you.

By engaging our services, whether through an engagement letter, electronic communication or any other form, you agree to be bound by these Terms. Our services are provided exclusively to the client identified in the engagement letter. No third party may rely on our advice without our prior written consent. Where services are provided to a group of companies, affiliated entities may rely on our advice subject to prior written agreement.

Specific provisions in the engagement letter or special terms may amend or override these Terms, except for clause 16. In the absence of such provisions, these Terms apply in full. We reserve the right to amend these Terms from time to time. The applicable version will be the one in force at the time of acceptance of the engagement, unless otherwise agreed.

2. Scope of services

Our services are limited to the matters expressly agreed in writing. We do not provide advice on matters outside the agreed scope, including foreign law, tax, accounting, regulatory or technical matters, unless explicitly confirmed. Any timelines, estimates, or outcomes discussed are indicative only and do not constitute guarantees; however, we will perform the services with reasonable care, diligence and in accordance with applicable professional standards.

3. Confidentiality

At Fisch Legal, we comply with strict professional secrecy obligations under Luxembourg law and the rules of the Luxembourg Bar.

We will not disclose any client-related information unless required by law or regulation, required by professional rules, or instructed by you. Confidentiality obligations apply without limitation in time, subject to applicable legal exceptions. Further details are available in our Privacy Policy.

4. Conflicts of interest

Avoiding conflicts of interest is of utmost importance to us. We maintain internal procedures and conduct reasonable conflict checks.

We may accept instructions from other clients whose interests conflict with yours, provided we comply with applicable professional rules. We may act for other clients in unrelated matters, including where their interests are adverse to yours, provided that (i) no conflict exists under applicable professional rules and (ii) appropriate safeguards are implemented to protect your confidential information.

If a conflict arises that cannot be resolved, we may terminate our relationship.

5. Fees, billing and payment

Our fees are determined based on time spent, complexity, urgency, expertise required, and the value of the matter, unless otherwise agreed.

Invoices:

• are payable within 30 days unless otherwise agreed in writing,
• include disbursements, expenses and applicable VAT.

We may request advance payments (retainers).

We reserve the right to suspend work in case of material non-payment, subject to prior written notice and a reasonable opportunity to remedy, taking into account the nature and urgency of the matter. Late payments may bear interest at the statutory rate applicable in Luxembourg, unless otherwise agreed. You remain responsible for payment of our fees even if a third party is expected to pay them.

Where agreed billing procedures or guidelines apply, we will use reasonable efforts to comply with them.

6. Limitation of liability

Except in cases of gross negligence (“faute grave”) or willful misconduct, our aggregate liability shall be limited to the higher of (i) five times the net fees received for the relevant matter and (ii) EUR 1,000,000, unless otherwise agreed in writing. We shall not be liable for indirect or consequential losses, except to the extent such exclusion is not permitted under applicable law.

Any claim must be brought within a reasonable period in accordance with applicable Luxembourg limitation rules. We may engage third-party professionals with your consent and shall exercise reasonable care in their selection. We are not liable for their acts or omissions unless required by applicable law.

7. Anti-money laundering rules

We are required to comply with applicable anti-money laundering and counter-terrorism financing regulations.

We may request identification documents and information as part of our know-your-client procedures. We may suspend or terminate our services if compliance requirements are not met. We are legally required to report suspicions of money laundering or terrorist financing and may not inform you of such reporting (prohibition of tipping-off). We will use reasonable efforts to minimize disruption to ongoing matters when exercising AML-related rights, subject to legal constraints.

8. Mandatory disclosure rules on aggressive tax planning (DAC6)

As a law firm registered with the Luxembourg Bar, Fisch Legal is exempt from reporting obligations under DAC6 due to legal professional privilege. Where applicable, we will notify relevant intermediaries or the taxpayer. Time spent on DAC6-related analysis and compliance will be billed unless otherwise agreed.

9. Records and archiving

We retain client files for at least five (5) years or such longer period as required by applicable law or agreed with the client.

Files may be stored electronically. Upon request and subject to applicable law, we will provide copies of client files before destruction.After the applicable retention period, files may be destroyed without further notice.

10. Data protection

We process personal data in accordance with Regulation (EU) 2016/679 and applicable Luxembourg law. We process personal data for client management, billing, compliance, and risk management purposes. Data may be shared with service providers subject to appropriate contractual safeguards. Where we act as a processor on your behalf, we will enter into an appropriate data processing agreement where required.

Further details are available in our Privacy Policy.

11. Intellectual Property

Fisch Legal retains all intellectual property rights to its work product. Clients are granted a non-exclusive, non-transferable licence to use such work product for internal purposes and for the relevant matter. Any other use requires prior written consent.

12. Use of information relating to public transactions

We may use publicly available information related to matters in which we have acted for you. We may also use anonymized descriptions of our work for marketing purposes, provided that you are not identified without your prior consent.

You may object to such use at any time.

13. Communication and IT systems

We may communicate electronically (including email and cloud-based systems). We implement reasonable technical and organizational measures to protect communications; however, absolute security cannot be guaranteed.

Both parties acknowledge the inherent risks associated with electronic communications unless otherwise agreed.

14. Termination

Both parties may terminate the engagement at any time.

We may terminate upon reasonable notice where permitted by applicable professional rules, considering the client’s interests and the status of the matter. Upon termination all outstanding fees and disbursements become payable, and we may retain documents to the extent permitted by applicable law and professional rules.

15. Completion of a matter or instruction

Unless otherwise indicated, a matter is considered completed upon issuance of the final invoice.

16. Governing law and jurisdiction

Our relationship with you and these Terms are governed by Luxembourg law.

The courts of Luxembourg City shall have jurisdiction, without prejudice to any mandatory jurisdiction rules under Luxembourg or EU law.