The present General Terms and Conditions govern all the service proposals, business and contractual relationship between the Client and SANZARU Group as well as the assignments accepted by the latter. The general terms and conditions of the Client, if any, will not bind in any manner SANZARU Group.
1. Proposals
Proposals do not constitute a commitment from SANZARU Group as long as they are not accepted by the Client and qualify as “Agreement” as defined below. They shall give the most accurate description of the services to be performed. They remain valid for a period of 30 days.
2. Definitions
Agreement means any written agreement, also often referred to as “Engagement letter” (including its exhibits as amended, varied, and supplemented from time to time) entered into between the Client and SANZARU Group or “Proposal” duly accepted by the Client, regarding the performance of Services to be provided to the Client by SANZARU Group at the request of the Client.
SANZARU Group means SANZARU Initiatives S.A R.L., a limited liability company existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 31b Rue de Canach, L-5368 Schuttrange, Luxembourg and registered at the Commercial Company Register under B209231.
Client is the Client as defined in the Agreement.
Confidential Information means any information, and other documents, provided by a Party to the other, orally or in writing, for the drafting, the signature and the performance of any Agreement.
Force Majeure means any occurrence which (i) hinders, delays or prevents a Party from performing any of its obligations, and (ii) is beyond the control of, and without the fault or negligence of, such Party, and which (iii) by the exercise of reasonable diligence such Party is unable to prevent or provide against.
Services mean any services to be provided to the Client by SANZARU Group as contemplated in the Agreement.
The Client and SANZARU Groupare hereafter referred to as the “Parties” and each individually as a “Party”.
Words in the singular include the plural and vice versa. The words “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the meaning of the words preceding those terms.
In these General Terms and Conditions, unless otherwise specified or the context otherwise requires, a reference to a person includes a reference to governments, foundations, individuals, legal entities, firms, partnerships, companies, corporations, associations and organisations (in each case irrespective of whether or not they have a separate legal personality).
Any words in capital letters not defined in these General Terms and Conditions are defined under the Agreement.
3. Scope of the General Terms and Conditions
3.1. These General Terms and Conditions shall exclusively apply to and shall govern any Agreement pertaining to the provision of Services by SANZARU Groupto the Client.
3.2. In case of any discrepancy between a provision of these General Terms and Conditions and provisions contained in the Agreement, the provisions of the Agreement shall prevail.
4. Services
4.1. The Services to be performed by SANZARU Groupshall only be those covered by the Agreement.
4.2. SANZARU Grouphas the right to change the composition of the team in charge of the Services.
4.3. For the performance of the Services, SANZARU Groupmay request advice or assistance and/or delegate in whole or in part the performance of the Services to third parties.
4.4. The performance of any Services by SANZARU Group is subject to the fulfillment by the Client of the obligations contained in articles 5 and 14 of the General Terms and Conditions.
5. Obligations of the Client
The Client undertakes:
5.1. to comply strictly with legal and administrative regulations in force during the performance of the Agreement in Luxembourg or abroad.
5.2. to provide to and/or to ensure that SANZARU Groupis provided with all the documents it has requested in order to fulfill its obligations pursuant to the rules and regulations pertaining to the combat against money laundering and terrorism financing.
5.3. to refrain from doing anything that may affect the financial situation, the independence and reputation of SANZARU Group, its affiliates, its directors, its officers, its employees and its associates.
5.4. to give its instructions to SANZARU Group only in written form (letter, fax, email), the Client bearing the burden of proof that such communication has been received.
5.5. to cooperate without reserve with SANZARU Group and provide it, in due time, with all the information required to enable SANZARU Group to comply with its obligations under Luxembourg law, the Agreement and the present General Terms and Conditions.
5.6. to provide SANZARU Group with timely access to all data, information and contact persons for the execution of the Agreement. The Client shall be responsible for the accuracy and completeness of all data and information provided to SANZARU Group.
6. Obligations of SANZARU Group
6.1. SANZARU Group will use and exercise reasonable skills, efforts and care in the performance of its services. In no event, shall SANZARU Group be bound by an obligation of result (“obligation de résultat”).
6.2. SANZARU Group will keep with care the documents of the Client. SANZARU Group shall not be held liable for any loss or deterioration, partial or total, resulting from an instance of Force Majeure, theft, fire, flood, explosion or similar events.
7. Fees
7.1. Estimates are provided for information purposes only and should not be regarded as quotes.
7.2. Fees for the Services to be performed by SANZARU Group shall be determined in the Agreement.
7.3. All fees and hourly rates are exclusive of VAT and disbursements (e.g. out-of-pocket expenses, if any, notary fees, publication fees, disbursements, registration fees and generally any external service provider fees or specific expenses, such as travelling and translation costs) and will be based on the cost-of-living index applicable in Luxembourg (“indice pondéré du coût de la vie”). Moreover, SANZARU Group is entitled to increase its fees and hourly rates from time to time.
8. Payment Terms and Conditions
8.1. The Client is responsible for the payment of fees unless the parties have agreed otherwise in writing.
8.2. Fees will be invoiced in Euros. All payments will be made in the same currency as the currency in which the Services are invoiced to the account of SANZARU Group as indicated on the invoices. All bank charges and fees that arise out of or are in any way related to any payment made by the Client shall be borne by the Client.
8.3. SANZARU Group may ask the Client to pay one or several fee installments in advance. If the Client fails to pay such fee installments article 12 will apply. In this case SANZARU Group reserves the right to charge the Client for any work already done.
8.4. Invoices issued for the performance of the Services are payable within the term specified in the invoice or in the Agreement. Fees and expenses are payable upon receipt, if no derogating term of payment is mentioned on the invoice or in the Agreement.
8.5. After SANZARU Group has sent the Client an invoice, it may deduct the amount due from any monies it holds, or may in the future receive, on the Client’s behalf within thirty (30) days after the date of the issuance of the invoice unless SANZARU Group has received payment during that period. In case of non-payment within thirty (30) days after the date of the issuance of the invoice, interest will be charged as provided for by Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011 on combating late payments in commercial transactions.
8.6. Should any claim or dispute arise regarding the validity of the Agreement and/or the performance of the Services and/or the amount of fees, the Client shall not be discharged of its obligation to make the payment in full and the fees shall remain payable by the due date.
8.7. SANZARU Group is entitled to retain all the Client’s papers, documents and already produced deliverables until all amounts due or accrued have been paid.
9. Taxes
9.1. All prices are exclusive of any taxes and the Client shall be responsible for the payment of value added taxes and other taxes, duties, tax levies and other fees which are due, or may become due with respect to the Agreement and its execution.
9.2. The Client agrees to indemnify SANZARU Group if, for any reason, SANZARU Group has to pay any such taxes.
10. Limitation of liability
10.1. SANZARU Group and/or its employees will perform the Services with due care. SANZARU Group and/or its employees shall not be held liable for any consequential, incidental, direct or indirect, punitive or special damage of any kind, except in case of gross negligence or willful misconduct.
10.2. The liability of SANZARU Group shall be limited to the lower of (i) five times the amount of the total fees charges in the relevant matter or (ii) EUR 1.000.000 (one million Euros).
10.3. In the event that the Client fails to perform its obligations pursuant to the Agreement, SANZARU Group and/or its employees shall not be held liable for the non-performance of its own obligations arising out of the Agreement.
10.4. SANZARU Group shall, as far as possible, consult the Client before requesting the advice and/or assistance of third parties, and shall in any event exercise the requisite due care in selecting such third parties. In case SANZARU Group engages third parties as described above, SANZARU Group and/or its employees shall not be held liable for any acts or omissions of these third parties. The Client authorizes SANZARU Group to accept any limitation of liability of third parties on its behalf.
11. Force majeure
11.1. A Party shall not be held liable for any delay or failure to perform any of its obligations if such delay or failure arises from or is attributable to a Force Majeure event.
11.2. If a Party suffers a Force Majeure event, then the performance of its obligations shall be suspended. If the Force Majeure event continues for more than one (1) month, the Parties may negotiate in good faith the termination or the partial termination of the Agreement in connection with the Services the performance of which is rendered impossible because of the Force Majeure event.
11.3. Force Majeure shall under no circumstances discharge the Client from its obligation to pay the amounts due to SANZARU Group pursuant to the Agreement.
12. Duration and Termination
12.1. The General Terms and Conditions shall be effective on the date of the beginning of business relationship between the Parties or, at the latest, on the Effective Date of the Agreement entered into between SANZARU Group and the Client.
12.2. If the Agreement is entered into for an unlimited period of time, it may be terminated by each Party upon two (2) months prior notice period.
12.3. Notwithstanding the preceding provisions, the Agreement may be terminated at any time by each Party with immediate effect in case of serious misconduct of the other Party. The following are considered as serious misconduct:
• Non-compliance by either Party with its legal and/or regulatory and/or statutory obligations;
• Non-compliance by either Party with its contractual obligations as described in the Agreement;
• Non-compliance by the Client with the provisions of Article 14 of these General Terms and Conditions;
• Failure by the Client to pay fee installments,invoices and/or reimburse expenses.
13. Intellectual Property Rights
13.1. SANZARU Group is the owner or the licensee of (i) its name, logo, domain names, used or appearing on its documents and website and of (ii) any intellectual property rights in connection with its name, logo and/or Services (“Intellectual Property Rights”).
13.2. The Client agrees not to copy or use the name, domain name and/or the Intellectual Property Rights in any manner, without the prior written consent of SANZARU Group.
13.3. All documentation belonging to SANZARU Group is subject to copyright and may not be copied or reproduced without its written consent.
14. Anti-money Laundering
14.1. The Client acknowledges that, pursuant to Luxembourg law, SANZARU Group is subject to rules and regulations pertaining to the combat against money laundering and terrorism financing and therefore that it has the obligation i.a. to identify and verify the identity of its clients and, where applicable, of their ultimate beneficial owner(s), their legal or tax status, to obtain information on the purpose and nature of the business relationship, the origin of funds and to conduct ongoing monitoring of the business relationship.
14.2. The Client acknowledges that the rules and regulations mentioned above require SANZARU Group, under certain conditions, to report any suspicious activity to the relevant Luxembourg authorities. In the event that SANZARU Group has any such suspicion, the obligation to report to the relevant authorities will prevail, notwithstanding any confidentiality obligations. SANZARU Group will not be liable for any loss which may arise as a result of any such disclosure taking place to the relevant authorities or the consequences derived therefrom. The Client confirms that it complies with applicable tax laws and regulations (either based on its nationality, registered office, residence, domicile or otherwise) and that any instructions provided to SANZARU Group in relation to services to be provided by SANZARU Group comply with such laws and regulations. Should the requests to the Client with regard to applicable rules in this respect not be completed to the satisfaction of SANZARU Group, the latter reserves the right to withhold the delivery of services. The engagement will only be effective once the relevant procedures have been fully and successfully completed.
14.3. The Client undertakes to provide SANZARU Group on first demand and without delay with any information and/or document required in order to enable SANZARU Group to fulfill its obligations pursuant to the rules and regulations mentioned above.
14.4. The Client undertakes to inform SANZARU Group without delay with up-to-date information in case any information provided to SANZARU Group in the above context has changed (including changes in relation to its ultimate beneficial owners) and to provide SANZARU Group with the relevant documents pertaining thereto.
15. Data Protection
15.1. In accordance with the provisions of the data protection law applicable to the Grand-Duchy of Luxembourg and the Regulation n°2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “Data Protection Law”), the Client acknowledges that, acting as data controller, SANZARU Group collects, stores and processes, by electronic or other means, the Client’s personal data in order to provide the services required and to comply with its legal obligations.
15.2. If the Client is an individual, the data processed includes in particular the name, address, date and place of birth, nationality, profession, contact details, preferred language, banking information, or any other personal data contained in the file entrusted with SANZARU Group. If the Client is a legal person, the same categories of data may be processed as regards i) SANZARU Group’s contact persons at the Client and ii) the Client’s beneficial owners (altogether the “Personal Data”).
15.3. The Personal Data the Client provides SANZARU Group with is processed for the purposes of handling the Client’s queries, managing the Client’s files, client relationship management and complying with any applicable legal obligations such as anti-money laundering and terrorism financing requirements.
15.4. The Client acknowledges his right to:
(i) access his Personal Data,
(ii) ask for his Personal Data to be rectified where it is inaccurate or incomplete,
(iii) object to the processing of his Personal Data,
(iv) ask for erasure of his Personal Data,
(v) ask for data portability if certain conditions provided under the Data Protection Law are met.
The Client also acknowledges the existence of his right to object to the use of his Personal Data for marketing purposes.
The Client may exercise the above rights by sending an email to contact@sanzarugroup.com.
The Client also acknowledges the existence of his right to lodge a complaint with the National Commission for Data Protection.
15.5. Personal Data may be transferred to other entities or individuals located in and outside the European Union (namely our affiliate entities, independent experts, notaries, bailiffs or other foreign lawyers). Personal Data will not be transferred to any country outside the European Union which does not ensure an adequate level of protection unless the Client gave SANZARU Group prior authorization to do so or specific measures (such as adequate contractual arrangements) have been taken by SANZARU Group in order to ensure that the requirements of the applicable data protection law have been fulfilled. SANZARU Group may also transfer Personal Data to other third parties, such as governmental or regulatory agencies including tax authorities, in or outside the European Union, in accordance with applicable laws and regulations. In any case, any transfer of Personal Data will be undertaken in compliance with the strict professional secrecy rules under Luxembourg law.
15.6. SANZARU Group will finally not retain Personal Data for longer than required for the purposes of its processing, subject to the legal limitation periods.
16. Confidentiality
16.1. The Parties are obliged, at all times, to respect and protect the confidentiality of the Confidential Information acquired through the drafting, the signature and/or the performance of the Agreement.
16.2. Any Confidential Information acquired through the drafting, the signature and/or the performance of the Agreement shall be used exclusively for the purpose of the performance of the Agreement.
16.3. The following shall not be deemed Confidential Information: (i) information in the public domain, (ii) information available to a Party before the Parties entered into a contractual relationship or (iii) information that a Party is authorized to disclose by a prior written notice from the other Party.
16.4. Notwithstanding the above, SANZARU Group shall be authorized, when required to do so by Luxembourg competent authorities, to disclose the Confidential Information to comply with its legal obligations.
16.5. In case SANZARU Group subcontracts any part of the Agreement to a third party, the Client agrees that Confidential Information may be made available to such sub-contractor, provided that the provisions pertaining to Confidentiality set out above are complied with, in particular by means of conclusion of a confidentiality agreement with the relevant sub-contractor.
17. Non-exclusive Agreement
The Client acknowledges and agrees that SANZARU Group will be able to provide the same kind of Services to other clients.
18. Communications
18.1. SANZARU Group will communicate with the Client by e-mail, mail, and fax. Unless otherwise notified in writing by the Client, SANZARU Group will assume that the Client agrees to communicate by e-mail or fax.
18.2. SANZARU Group cannot guarantee that third parties may not obtain access, read and then modify information and documentation transmitted by e-mail. SANZARU Group assumes no liability for damages to the Client or to third parties resulting from the transmission of e-mails.
18.3. SANZARU Group may accept to receive instructions by phone only if such instructions are confirmed in writing.
19. Notice
All notices required to be given under these General Terms and Conditions shall be given in writing and delivered to the address of the contact persons designated in the Agreement, by registered letter with acknowledgement of receipt or by express messenger service, except if otherwise indicated in the General Terms and Conditions or in the Agreement. Notices shall be deemed given where personally delivered or on the date of first presentation of the letter to its recipient.
20. Amendment
Any variation, modification or amendment to these General Terms and Conditions shall be deemed valid once received by the Client and if the latter tacitly accepts them. The Client is considered to have tacitly accepted the modification or amendment if SANZARU Group does not receive, within thirty (30) days as from the sending of the amendment or modification, a letter from the Client refusing such modification or amendment to the General Terms and Conditions.
21. Severability
21.1. In case one or more provisions of these General Terms and Conditions and/or of the Agreement should be considered invalid, illegal, inapplicable, unlawful or unenforceable for any reason whatsoever, the other provisions shall remain valid and enforceable according to its terms.
21.2. In the event of such partial invalidity, the Parties shall seek in good faith to agree on replacing any such legally invalid, illegal, inapplicable, unlawful or unenforceable provision with a valid and enforceable provision which shall most nearly and fairly reflect the Parties’ intent in entering into these General Terms and Conditions and/or Agreement.
22. Interpretation
22.1. The preamble/recitals and the schedules (if any) of the Agreement and/or of these General Terms and Conditions form an integral part of this Agreement and/or these General Terms and Conditions and will have the same force and effect as when set out in the body of the Agreement and/or these General Terms and Conditions. References to the Agreement and/or to these General Terms and Conditions include the preamble/recitals and the schedules.
22.2. The headings of the clauses of these General Terms and Conditions and/or of the Agreement are for convenience only and shall not be binding.
23. Non-waiver
Tolerance by one Party regarding any delay, breach or failure in the performance of the obligations by the other Party with respect to these General Terms and Conditions and/or the Agreement shall not affect or restrict such Party’s rights and powers arising under these General Terms and Conditions and/or the Agreement.
24. Non-solicitation
During the term of the Agreement and for a period of eighteen (18) months immediately afterwards, the Client and its affiliated entities will not (i) directly or indirectly induce or seek to induce any employee of SANZARU Group to leave the latter’s employment for employment by the inducing Party, (ii) employ, contract with or manage any employee of SANZARU Group, nor (iii) encourage or assist any individual or entity to do (i) or (ii) above. Any breach of this clause will give rise to an indemnity equal to twenty-four (24) months of remuneration to be paid by the hiring Party to SANZARU Group.
25.Assignment
25.1. SANZARU Group may, without the prior written consent of the Client, assign or transfer these General Terms and Conditions and/or the Agreement or any of its rights under these General Terms and Conditions and/or the Agreement, or sub-contract any or all of its obligations under these General Terms and Conditions and/or the Agreement.
25.2. The Client may not, without the prior written consent of SANZARU Group, assign, transfer, charge or deal in any other manner with these General Terms and Conditions and/or the Agreement or any of its rights under these General Terms and Conditions and/or the Agreement, or purport to do any of the same, nor sub-contract any or all of its obligations under these General Terms and Conditions and/or the Agreement.
26. Survival
In case of termination of the General Terms and Conditions, the clauses of the present General Terms and Conditions, in particular articles 7, 8, 10, 13, 14, 15, 16 and 23 which are expressed or implied to continue after termination or expiration shall survive to the termination.
27. Governing law and jurisdiction
27.1. These General Terms and Conditions and the Agreement shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.
27.2. Any dispute arising regarding the existence, the performance or the interpretation of these General Terms and Conditions and the Agreements shall be submitted to the exclusive jurisdiction of the courts of Luxembourg, Grand Duchy of Luxembourg.