General Terms and Conditions for Services

I. Service conditions

Any position taken on our behalf concerning any issue, matter or dispute that is entrusted to us is the expression of our best professional judgement. Our opinions and recommendations are based on the facts, information and documents brought to our attention or provided to us by our clients. They are given in accordance with legislation, regulations, administrative doctrine and case law applicable in France at the date of our services, such as they are generally interpreted at this date for comparable missions.

II. Calculation of fees

Unless otherwise agreed to in writing, our fees are calculated on the basis of hourly rates depending on the lawyer’s experience, specialization and professional practice. These hourly rates may be provided to our clients upon request and are within the range of €220 to €350 excluding taxes.

We dedicate a complete team to the client to ensure ongoing contact with lawyers fully informed of the client’s operations and business, coordinated by the client’s principal contact the partner in charge. Any work provided to a client is invoiced, including, but not limited to, meetings and conferences, telephone calls, drafting of documents, research and travel costs.

Our fees do not include expenses and disbursements, in-house or external, incurred for the performance of services; costs and out of pocket expenses are invoiced in addition to the fees, without any mark-up and are detailed in the memorandum of fees. The client shall be liable for all disbursements and expenses incurred on their behalf. The Firm does not advance substantial disbursements, including any possible external costs (such as fees for experts, pleading/local counsel, translators), except with prior written agreement between the Firm and the client. Apart from this situation, significant disbursements are invoiced or sent directly to the client who is liable for their payment and any failure to pay. In addition to our fees and disbursements, chancellery fees of an amount of three (3) % of the amount excluding tax of our invoices must be paid.

Subject to a preliminary analysis of any professional services to be performed for a specific matter, a particular mission may be subject to a proposal of services. Based on the needs expressed, we thereby estimate the scope of work to be carried out and the time necessary to achieve it, and provide the client with a proposal for assistance including in particular our range of services in this respect and our best estimate of fees at the date of this proposal. The client is asked to countersign this document or to confirm consent by email before any work can be commenced. This agreement shall be deemed to be an express acceptance by the client of these General Terms of Service.

III. Billing arrangements

Unless otherwise agreed to in a specific agreement signed beforehand between the client and the Firm, our fees and disbursements are subject to a monthly statement of fees, payment due upon receipt. A value added tax (VAT), at the standard rate of 20%, is charged, when applicable under French law.

Failure to pay any fee statement by the due date will constitute a default in payment. In this situation, the client accepts (i) that the Firm may, at its own discretion, immediately cease all legal services (subject to the rules of practice of the legal profession and other applicable provisions of law) and (ii) late payment interest equivalent to three times the legal interest rate will be applied, in accordance with French law, to outstanding sums in addition to recovery costs of a flat rate amount of €40 per unpaid invoice, in accordance with applicable law.

For individual clients, alternative fee arrangements providing for fixed and contingency fees may be agreed to.

Early termination

The client has the possibility of terminating the relationship with the Firm at any time at his/her convenience, unless an annual subscription service has been agreed to. In this situation, the client is not exempt from their obligation to pay for the services rendered and the costs and disbursements incurred before the notice of termination. The Firm also has the same possibility to cease all work on behalf of the client, according to our ethical rules and provided that the client has a reasonable period of time to entrust the matter to another firm.

Professional liability

In any event, unless otherwise agreed with the client, the liability of the Firm or any person assuming the rights and obligations thereof shall be limited in accordance with the principles mentioned in the first paragraph hereto to five times the amount of fees excluding tax paid in the matter in which this liability is in question.

In any event, our liability is restricted only to the relations between the person invoiced as part of the relevant mission and the Firm, without it being extended to any other person who could have access to our work.

VII. Confidentiality

All documents and information obtained in the exercise of our professional activity shall be treated as confidential. They may only be disclosed, according to our professional rules of conduct, with the express prior consent of the person for whom the work is carried out.

VIII. Applicable law – Dispute resolution

These General Terms and Conditions for Services are subject to French law and the rules of the legal profession and the Paris Bar. In this respect, it is recalled that any difficulty between the client and the Firm is in principle subject to review by the President of the Paris Bar Association located at 11, place Dauphine – 75053 Paris Cedex 01.   (2201)