General Terms and Conditions

1. Applicability of the General Terms and Conditions

ILFP Legal Partners LLC (“ILFP”) is a limited liability company with its registered office in Zug, Switzerland.

These General Terms and Conditions (“GTC”) apply to any instructions given to ILFP and to any legal relationship that arises as a result thereof or in connection therewith, including any follow-up instructions or engagements by the client (“Client”). They apply except to the extent that ILFP has agreed on different terms with the Client in writing (e.g., in an engagement letter or service agreement).

In case of discrepancies between any engagement letter, these GTC, and any power of attorney issued by the Client, the respective documents shall prevail in the following order:

1. Agreement
2. GTC
3. Power of Attorney

These GTC are also stipulated on behalf of those legal entities, natural persons (such as employees, counsels or partners) and third parties that are directly or indirectly involved in any way in the execution of the instructions, and all legal entities and natural persons for whose actions ILFP may be liable.

2. Engagement and Instructions

Any engagement between ILFP and the Client is subject to ILFP’s express acceptance of such engagement.

All engagements are deemed to have been given to and accepted by ILFP, also if it is the Client’s express or implied intention that an engagement be performed by a specific person. This applies in particular also where a power of attorney is issued to a specific person.

ILFP is the contracting party of the Client. ILFP is accountable for the services and advice provided by any individual partner or employee of ILFP. Any engagement is deemed to have been given to ILFP, also if the Client expressly or implicitly intended that a specific mandate be performed by a particular person.

The scope of the engagement of ILFP is determined by the circumstances, facts and instructions provided by the Client and accepted by ILFP. The Client will ensure that ILFP is supplied in a timely manner with all information that ILFP reasonably requires to perform its engagement or that is material to its engagement. ILFP may assume that the circumstances, facts and instructions provided by the Client are correct and complete. The Client cannot use or rely on ILFP’s advice or services outside of the scope of the engagement.

ILFP will take instructions from the Client, or such person or persons designated by the Client for this purpose. The Client agrees that ILFP shall be entitled to rely on such instructions given by such person or persons.

Unless the Client has expressly asked ILFP to do so, ILFP will not verify or check any information provided to it by the Client, or by others on the Client’s behalf, and the Client acknowledges that ILFP shall be entitled to rely on such information when performing its obligations under the engagement.

In the event that ILFP is acting for the Client on several matters, the Client should not assume that information the Client provides to a person working on one matter will be communicated to a person working on another matter. The Client should therefore provide all information that has a bearing on a matter directly to the relevant team.

3. Fees and Invoicing

3.1 Rates

Unless provided otherwise in the referenced service agreement or agreed explicitly in writing, ILFP charges, and the Client agrees to pay, for ILFP’s services on the basis of the applicable hourly rates and the time spent. ILFP charges for all time spent in relation to the engagement, including research, documentation, meetings, travel etc. Services rendered will be detailed in the invoice.

The applicable hourly rates depend on the experience and seniority of the involved professionals. ILFP reserves the right to change its rates on an annual basis.

Unless explicitly stated otherwise in writing, any quote, estimate or indication of anticipated consulting fees shall constitute a non-binding estimate only. Moreover, any quote, estimate, indication, fixed fee or cap of consulting fees is exclusive of expenses, VAT, etc.

ILFP adheres to the principles of strict compliance with agreed schedules, mutual respect for agreed commitments, and equal treatment of all Clients to ensure the orderly execution of its engagements. All meetings between ILFP and the Client shall be convened and organised in a timely manner, with the schedule to be duly agreed upon by both parties. A meeting shall be deemed agreed upon when both parties have accepted the invitation to an online or physical meeting by way of email exchange and/or written confirmation.

In case the Client fails to attend a scheduled meeting without providing prior notice (via email and/or written request) of at least two (2) hours, ILFP reserves the right to charge a one-hour fee corresponding to at least the applicable hourly rate for the time allocated by the relevant ILFP team member. The applicable meeting failure fee will be included in the next billing cycle and provided to the Client accordingly.

3.2 Expenses

In addition to consulting fees, ILFP charges a lump sum of 3 % of the total consulting fees to cover general office costs, including postage, telephone and fax charges, charges for electronic communications, photocopy expenses and expenses for the preparation of documents, database searches etc., in accordance with the guidelines of the Swiss Bar Association.

Expenditures exceeding CHF 90.00 per item, as well as expenditures for and in the name of the Client to third parties, will be charged separately, i.e. in addition to the 3 % lump sum. ILFP reserves the right to forward to the Client for direct payment such invoices it receives from third parties.

ILFP is entitled to procure third-party services, including but not limited to translation services and the like, in the Client’s name and on the Client’s account, and is authorised to agree to terms and conditions for such services on behalf of the Client.

3.3 Billing and Payment

Unless agreed otherwise, ILFP’s invoices are due for payment within fourteen (14) days of the invoice date, unless the invoiced amount is covered by a retainer. The Client is not entitled to suspend the obligation to pay invoices issued by ILFP and/or to claim set-off.

If an invoice is not paid within the specified period, the Client will be in default by operation of law and may be liable to pay statutory default interest. Furthermore, ILFP reserves the right to decline to act any further on this or any other engagement on which it is acting for the Client. In the event that ILFP takes action to pursue and enforce payment, its costs of doing so will be payable at the usual rates of the staff engaged in such action.

The Client irrevocably releases ILFP and any employee, counsel, associate, partner or any other affiliate of ILFP from their professional secrecy obligations for any debt enforcement action, court proceedings and/or arbitration proceedings, to the extent required to pursue and enforce ILFP’s claims for consulting fees and expenses.

3.4 Retainer and Payment

ILFP may request the Client to pay a retainer for consulting fees and expenses. ILFP reserves the right to increase such retainer amount during the course of the engagement. Retainers will be carried forward through the engagement and deducted from the final invoice upon termination of ILFP’s engagement.

3.5 Switch to Hourly Billing

In case ILFP and the Client have entered into a domiciliation and accounting services arrangement where fees other than hourly rates (such as annual package fees or other agreed arrangements) apply, the Client shall adhere to the timely payment terms prescribed in Section 3.3 of these GTC, as per the agreed packages and duly signed agreements. If accounting and/or domiciliation invoices are not paid in a timely manner as stipulated, ILFP reserves the right to switch to an hourly billing model for these services to ensure uninterrupted service delivery.

The hourly rate invoice will be issued at the end of the corresponding month, based on the applicable rates of the ILFP employee(s) involved.

3.6 Domiciliation, Accounting, AML and Application Packages

Domiciliation, accounting, anti-money-laundering and application packages (“Packages”) are generally non-refundable. The Client acknowledges that all fees for such Packages are final, regardless of whether the services have been fully or partially utilised. Any deviation from this policy requires ILFP’s written consent.

4. Confidentiality and Disclosure

ILFP is subject to professional secrecy obligations. ILFP will treat any information obtained from the Client that is not in the public domain as confidential. The confidentiality obligations of ILFP shall not pertain to information (i) for which it can be proven that it has been or will be obtained lawfully from third parties, (ii) that was generally known to the public at the time of the engagement of ILFP, or (iii) that becomes generally known to the public after the engagement of ILFP without any breach of confidentiality obligations under these GTC.

The Client agrees that ILFP may disclose any relevant information in order to protect and/or defend itself in any actual or threatened legal, civil or regulatory proceedings, or to enforce its claims against the Client as per Section 3.3 above, and may also disclose any relevant information in confidence to ILFP’s insurers, insurance brokers, auditors and advisers.

ILFP may further be required to make certain disclosures to the appropriate authorities pursuant to applicable money-laundering, terrorism financing or sanctions provisions. Such obligations may override ILFP’s professional secrecy obligations. If so, ILFP will (where permissible and practicable) inform the Client of the request or requirement to disclose.

ILFP may outsource legal services (in particular in relation to law) and support services (such as translation, interpretation, etc.) on the basis that ILFP’s suppliers have agreed to confidentiality.

Unless specifically instructed otherwise, ILFP is permitted to communicate and exchange information with the Client’s (or its affiliates’) employees, consultants and corporate bodies for the purpose of providing ILFP’s services.

There may be occasions when ILFP acts for, or is aware of information regarding, other clients who may be in a similar business to the Client’s or whom the Client may consider as competitors. ILFP will be under no duty to disclose such information to the Client.

5. Conflicts and Relationships with Other Clients

ILFP may not accept an engagement, or may have to cease to act for the Client, under its statutory, professional or internal rules if there is a conflict between ILFP’s duties to the Client and to other clients, or between ILFP’s interests and the Client’s interests. The Client agrees to provide ILFP at any time with the information required to conduct a conflict search. In addition, the Client agrees to promptly inform ILFP if the Client becomes aware of any circumstances it considers as a potential conflict.

The Client acknowledges that, by accepting an engagement, ILFP does not grant exclusivity for the provision of consulting services and advice in relation to a certain business or market.

Subject to statutory and professional rules, ILFP may act for other clients in transactions, disputes or other matters in which the Client or any affiliated entity of the Client has an interest, provided that ILFP does not thereby breach its duties to the Client.

6. Communication

Unless specifically instructed otherwise in writing, the Client agrees that ILFP may use electronic means, without encryption, when ILFP communicates with the Client or with third parties in respect of the Client’s affairs. The Client acknowledges that communication by electronic means (e.g. by email, fax or internet-based applications) is associated with risks, in particular the risk that third parties may gain knowledge, that the contents of such communication may be infected with computer viruses, manipulated or become corrupted, or that communication may be misdirected, delayed or not received. ILFP shall not be liable for such risks.

ILFP advises the Client to carry out its own virus checks on all its systems, data and communications.

External IT service providers or cloud providers with servers in Switzerland or abroad may be used for video conferences or other forms of communication, service delivery or data storage, which may involve risks for data security. If the Client expects further information and/or special security measures, ILFP must be contacted or informed accordingly in advance.

All employees of ILFP will have access to the Client’s data, except where ILFP considers this inappropriate or the Client instructs ILFP to restrict access to certain data or information.

7. Liability and Limitation

The Client agrees that its recourse for any damages is against ILFP only. The Client hereby agrees that it will not bring any claim or proceedings, and waives any claim, against any employee, consultant, associate, partner or any other affiliate of ILFP.

Any advice given by ILFP is provided solely for the Client’s use and benefit and may not be used or relied on for any other purpose, or disclosed to any other person (excluding the Client’s professional advisers on a “need-to-know” basis, who, however, may place no reliance on such advice), without ILFP’s prior written approval.

If ILFP’s role includes assisting the Client in coordinating the work of the Client’s other advisers, ILFP will not be responsible for the advice provided by them. It is the Client’s responsibility to ensure that the advice from its other advisers is received and considered by the Client and is adequate for the Client’s purposes.

Unless specifically agreed, ILFP is neither liable for any legal advice on foreign (i.e. non-Swiss) law nor liable for any tax advice. Likewise, ILFP is under no duty to update any advice already given to the Client.