General terms and conditions

These general terms and conditions form an integral part of the service offers and services provided by IBS & Partners. By using the services of IBS & Partners, the client accepts to be bound by these present general terms and conditions. These general terms and conditions may be changed and updated at any time. The coordinated text of the general terms and conditions and changes is regularly updated on the website of IBS & Partners.

The relations between the client and IBS & Partners are governed by the present general terms and conditions as well as by the laws, regulations and case law applicable in the Grand Duchy of Luxembourg.

IBS & Partners will begin to provide its services after receipt of the contract (or the assignment letter) and its annexes duly initialled and signed by the client and the related down payment requested. The client may terminate, at any time and for any reason whatsoever, the assignment and the performance of services provided by IBS & Partners, as long as that the client informs IBS & Partners by registered mail with acknowledgement of receipt with a notice period of two (2) months.

Termination of the assignment by the client or by IBS & Partners does not result in the termination of the client’s obligation to pay the invoices issued for the services provided by IBS & Partners and, in the case of a fixed-price assignment, the invoices already issued and the next invoice for the services that were engaged or are in progress.

Costs incurred during the assignment before its end and for the transition and termination of the assignment are also at the expense of the client.

By initialling and signing the contract (or the Engagement letter) and its annexes, the client expressly confirms his agreement with the general terms and conditions of IBS & Partners as well as with the confidentiality policy of IBS & Partners, which are both deemed to constitute a whole.

IBS & Partners shall use all available and suitable means to communicate with the client and in particular by e-mail, mail, fax or telephone.

Unless the client gives IBS & Partners specific instructions on the only authorised means of communication, IBS & Partners shall assume that the client accepts all the above means of communication.

IBS & Partners can in no way guarantee the security or confidentiality of these means of communication. If confidentiality is required, it is the client’s responsibility to ensure that communication channels are secure.

The provision of services and all supporting documents such as letters, forms, deeds and other documents listed in the assignment letters and contracts and their annexes will be carried out on the basis of the information provided and disclosed by the client.

The client acknowledges that the disclosure of all information and documents (to be completed or not) and provided by him to IBS & Partners will be made in a full, precise and timely manner and will constitute a precondition for the performance by IBS & Partners of its assignment in a timely, complete and efficient manner.

As a general rule, the client shall remain responsible for the completeness of the information provided to IBS & Partners for the performance of its assignments.

For the services listed in the contract (or in the Engagement letter) and its annexes duly initialled and signed by the client, IBS & Partners shall issue invoices and, if necessary, request for deposit, statements, account statements, expense reports (“the invoices”).

These services shall be invoiced excluding applicable VAT.

Specific external costs and costs related to the intervention of third parties shall be added to the services of IBS & Partners.

Unless otherwise agreed in writing and signed, all invoices shall be payable within thirty (30) days from the date of sending or actual delivery to the client(s).

Any complaint must be lodged in writing (email, fax or registered letter) within a “short period of time” from the date of sending (or) the effective delivery of the invoice of IBS & Partners. This written complaint must specify precisely which services are disputed.

All undisputed invoices shall be deemed to be valid and accepted.

Receivables from commercial transactions shall automatically bear interest as from the end of the payment period laid down in these general terms and conditions (30 days).

IBS & Partners S.A. is entitled to claim statutory interest for late payment, without the need for a reminder, as soon as it has fulfilled its contractual and legal obligations and has not received the amount due on the due date, except in cases where the debtor is not responsible for the delay.

The applicable reference rate is:

• for the first half of the year in question, the reference rate in force on 1 January of that year;
• for the second half of the year in question, the reference rate in force on 1 July of that year.

The parties may agree between them on a schedule fixing the amounts to be paid in instalments (on written request of the debtor and accepted in writing by IBS & Partners S.A.). In this case, if a payment is not settled on the due date, the interest and indemnities provided for by Luxembourg law shall be calculated solely on the basis of the amounts due.

In case interest for late payment is due, IBS & Partners S.A. is entitled to obtain from the debtor the payment of a lump sum of forty euros (€40). This lump sum is payable without the need to issue a reminder.

IBS & Partners is entitled to claim from the debtor, in addition to the lump sum of forty euros (€40), a “reasonable compensation” for all other recovery costs exceeding the said lump sum and incurred as a result of late payment by the debtor. These costs may include, for example, the costs of hiring a lawyer or a debt collection agency.

The client who is a natural person referred to as the “beneficial owner” shall act as the client and shall be fully responsible for the payment of all invoices issued on the basis of the contract (or the assignment letter) and in accordance with these general terms and conditions. In the event of a plurality of natural persons referred to as “beneficial owners”, the beneficial owners shall be jointly and severally liable for the entire amount due. If breaches do not cease after the client has been given formal notice to resolve them by registered letter with acknowledgement of receipt, IBS & Partners may then consider that the performance of this agreement has become impossible and declare its termination to the exclusive detriment of the client in accordance with the present general terms and conditions.

In the event of termination of the present agreement by the client, IBS & Partners is entitled to keep all the sums already paid by the client and is entitled to claim from the client the payment of the invoices relating to the work already carried out, in progress and to be carried out at the time of the said termination.

Moreover, in the event of non-payment by the client, IBS & Partners reserves the right to suspend the performance of the contract (or of the engagement) until the complete settlement of the issued and sent invoice, without this suspension being able to give the client the right to any legal action to engage the responsibility of IBS & Partners.

IBS & Partners reserves the right to assign all or part of its claims.

IBS & Partners shall carry out the assignment entrusted to it to the best of its ability, but does not guarantee any results. The IBS & Partner‘s obligation is an obligation of means only.

The client further acknowledges that neither the contract (or the engagement letter), nor the opinions given by IBS & Partners (or its personnel) constitutes a promise or a guarantee regarding expected results.

The customer acknowledges that any service not expressly referred to in the signed contract (or the signed letter of assignment) and its annexes will be invoiced on the basis of the hourly rates in force.

The parties expressly agree that any liability (and any damage that may be attributed or any form of compensation) of IBS & Partners and its collaborators (including, but not exclusively, the collaborator in charge of the file), in any capacity whatsoever and in particular (but not exclusively) in matters of professional liability, contractual liability (non-performance, defective or late performance, etc.), liability for negligence, or other types and cases of liability, in relation to the performance of the assignment specified in this assignment letter or to the services provided by IBS & Partners in this context, shall be limited to the total amount of the fees and expenses paid to IBS & Partners for the performance of this assignment.

IBS & Partners shall consult the client, to the extent possible, before entrusting an assignment to a third party (lawyer, notary, auditor, accountant, expert, etc.) whose involvement would be necessary to enable IBS & Partners to provide its services or to carry out the assignment entrusted by the client.

IBS & Partners shall in any event act with due care and diligence in the choice of these third parties.

However, IBS & Partners cannot be held responsible for the actions and/or omissions of these third parties (and in particular for their actions and/or omissions). Moreover, the client expressly authorises IBS & Partners to accept any clause for restriction or exoneration of responsibility contained in the contract which IBS & Partners would be led to conclude with the third party on behalf of the client.

The client and IBS & Partners undertake to comply with the legal and regulatory requirements in force with regard to the protection of personal data, in particular the General Data Protection Regulation (“GDPR”).

The privacy policy of IBS & Partners is available on its website and on request by email to privacy@ibspartners.lu or by post to IBS & Partners, 25 A boulevard Royal, L- 2449, Luxembourg, Grand Duchy of Luxembourg.

If one or several clauses of these general terms and conditions, engagement letters and signed contracts should be declared null, illegal or inapplicable, this nullity, illegality or inapplicability would not affect the validity of the other clauses. Each of the parties shall make all efforts to negotiate immediately and in good faith a valid clause to replace it.

If a dispute cannot be settled amicably, the interpretation and performance of these general terms and conditions, engagement letters and signed contracts shall be exclusively subject to the jurisdiction of the courts of Luxembourg City ruling in accordance with Luxembourg laws and case law.