These terms of engagement (the "Terms of Engagement") are an integral part of your engagement of our Firm. Our employment on your behalf is limited to those specific matters which we agree to undertake. The cover letter and the Terms of Engagement constitute the entire understanding between the Firm and you (the "Client"), and supersede all prior understandings, written or oral, relating to our engagement. Any change must be made or confirmed in writing. In the event of a discrepancy between the cover letter and the Terms of Engagement, the terms of the cover letter shall prevail.
Fees: You agree to pay the Firm fees for legal services rendered and for all out-of-pocket expenses and nonprofessional charges relating to such services on the basis set forth below. Where we are obliged to charge VAT on our services and expenses, this will be added to our fees and expenses at the appropriate rate (currently 20 % in France), unless you provide your EU VAT number. VAT is charged only where applicable.
Billing: We will submit our invoices addressed to you or any other person indicated to us by you, outlining all the fees and disbursements. Our Firm's policy is to bill monthly.
They will be payable by you as set forth below.
We shall render bills to you as the matters progress on a monthly basis. This will enable you to assess how costs are progressing. We shall provide a detailed narrative of the work carried out on your behalf and are happy to provide you with any additional breakdown of the bill which you may reasonably require.
All bills are payable within thirty (30) business days of receipt by you unless we agree otherwise in writing. If any bill is not settled within that period, we reserve the right to stop work on the matters covered by the unpaid bill and to stop work on any other matters which we may be undertaking for you. In such circumstances, we reserve the right to terminate this or any other engagement with you. In any of these circumstances, we will bill all work in progress which will be payable immediately.
You will be responsible for payment if a third party who has agreed to pay fees on your behalf fails to do so.
You agree that your relationship is solely with Lexforce as the entity contracting with you to provide services, and that any advice given or other work done for you by a member, consultant or employee of the Firm will be given or done by that individual on behalf of the Firm and that no such individual will owe a personal duty of care to you.
You agree that you will not bring any claim or proceedings of any nature in any way in respect of the provision of services by the Firm against any individual partner, member, consultant or employee of it. Any claims in respect of services provided shall be brought against the Firm alone and the restriction in this paragraph will not operate to limit or exclude the liability of the Firm.
Any liability of the Firm will be limited to the extent of our instructions and the services to be provided solely by this Firm. Our advice and services will be provided to you, and no duty of care to any third party is accepted unless specifically agreed in writing. We will be reliant upon you for the accuracy of the information and/or documentation that you provide. Our liability to you shall also be limited to that proportion of the loss or damage suffered by you which is ordered against us by a Court, or otherwise arises, after taking into account your contribution (if any) to the relevant loss and damage or that of any other person responsible and/or liable to you for such loss or damage. We will not be responsible for any increased liability falling upon us by reason of any limit which you may have agreed with any other advisor or which may otherwise have fallen upon us by reason of the contributory negligence of any other person against whom you do not make recovery for any reason.
You agree that we will not be liable for inaccurate advice of foreign lawyers instructed by us in connection with your work to whom any claim should be addressed direct.
Any limitation on this Firm’s liability will apply only to the extent permitted by French law. Nothing in these terms shall exclude or restrict liability arising from fraud or reckless disregard of professional obligations.
Any limitation does not apply to any liability for death or personal injury caused by negligence.
You may terminate your instructions to us in writing at any time.
We will decide to stop acting for you only with good reason (which we will communicate to you if we are able) and on giving you reasonable notice. Failure to pay bills in accordance with the terms of this letter would constitute good reason.
We will hold in strict confidence any confidential information obtained regarding you and your business and we will not disclose it to others without your permission except as required by statute, regulation or the Paris Bar or as set out below.
We reserve the right to disclose our files to regulatory bodies, including our auditors, in the exercise of their powers. If we are required for any reason (whether during the course of a matter or after it has terminated) compulsorily to disclose documents or to give information orally or in writing relating to a matter or your affairs pursuant to a Court order, notice or demand served by an entity or person with the authority to compel such disclosure, then we shall comply. If any documents or information are subject to legal professional privilege, if possible we will let you know and advise you of the opportunity to claim privilege. Unless you confirm any claim to privilege, we reserve the right to treat it as waived. Should you decide to claim privilege, we shall be entitled to charge for time incurred by us and any disbursements.
However, except as permitted above or required by law, we will not disclose any information so provided without consent. All personal information will be processed in accordance with GDPR and applicable privacy laws.
We retain all copyright and other intellectual property rights in all materials and know-how developed or created by us either before or in the course of carrying out any work for you, although you may freely distribute copies of these materials within your own organisation, for the purposes of the matter for which we are engaged.
Unless otherwise directed by you, we may correspond by e-mail or other electronic media. As with any other means of delivery, this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received.
As internet communications are capable of data corruption, we do not accept any responsibility for changes made to such communications after their despatch. For this reason, it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. All risks connected with sending commercially sensitive information relating to your business are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication and also make sure that you do not use e-mail to communicate with us.
This engagement is governed by French law. Any disputes shall be adjudicated by French Courts, after mediation has been attempted and the attempt has not resulted in a settlement.