1. Object
The purpose of these general terms and conditions of services is to set out the terms and conditions applicable to all legal services, including assistance, advice and representation, provided by ELTEA Law Firm (hereinafter the “Firm“) through its associates or partners, at the request and on behalf of its clients (hereinafter the “Services“).
These general terms and conditions of services may be supplemented and/or modified by specific terms and conditions defined in an engagement letter, a fee agreement or any other written support.
The specific terms and conditions should prevail in the event of an inconsistency with these general terms and conditions.
2. Terms of service
2.1 Legal framework
The Services and their provision are governed in particular by law No. 71-1130 of 31 December 1971 on the reform of certain judicial and legal professions, decree No. 72-785 of 25 August 1972 on soliciting and advertising in connection with consultation and the drafting of legal documents, decree No. 91-1197 of 27 November 1991 on the organization of the legal profession, decree n°2005-790 of 12 July 2005 relating to the ethical rules of the legal profession, law n°2014-344 of 17 March 2014 relating to consumer affairs, the National Internal Regulations in its latest amended version and the specific regulatory provisions to the Bar Association to which the Firm’s lawyers are registered.
2.2 Provision of Services
The scope and purpose of the Services are defined by mutual agreement with the client prior to their provision.
The Firm undertakes to make its best effort to provide the Services. In this context, the Firm shall use all the human, technical and intellectual resources that can reasonably be expected from a professional in this field, in order to perform the Services in accordance with the client’s instructions, under the conditions and within the deadlines agreed upon by mutual agreement.
The Services are provided by the Firm according to its best analysis of the facts, information and documents given by the client with regard to the applicable legislation and case law at the date of the request to carry out the Services.
2. 3 Confidentiality
Lawyers and employees of the Firm who may be involved in the provision of the Services are strictly subject to a legal, professional or contractual obligation of confidentiality.
All documents and information communicated by the client to the Firm’s lawyers in the context of the performance of the Services as well as the correspondence exchanged with the Firm’s lawyers are protected by professional secrecy, which is general, absolute and unlimited in time.
The Firm will not disclose the identity of the client or the content of the mission it was entrusted with, on any medium whatsoever and in any capacity whatsoever, except with the express prior consent of the client.
The Firm may disclose such information and/or documents only in the cases provided for by the ethical rules of the legal profession or in cases where such disclosure is required by a legal obligation or an administrative or judicial decision.
3. Relationship between the Firm and the client
The Firm and the client commit to a reciprocal obligation of collaboration and information for the purposes of the performance of the Services.
The Firm shall keep the Client informed of the progress of the provision of the Services and undertakes to provide the Client with full information on the facts, circumstances and any developments of which the Client should reasonably be aware with respect to the Services.
For the purposes of the Services, the Client shall provide the Firm with all authorizations, documents and information in its possession that the client deems relevant or requested by the Firm. The client is solely responsible for the accuracy and completeness of the documents or information communicated.
4. Financial terms
4.1Fees, expenses and disbursement
Except in cases of urgency, requests for Services are subject to a prior written fee agreement that specifies, in particular, the amount and method of determining the fees covering foreseeable due diligence, as well as the various fees and disbursements anticipated.
Unless otherwise agreed, the fees are calculated on the basis of the time spent on the provision of the Services, in application of a scale of hourly rates, the amount of which is fixed, for each lawyer in charge of carrying out the Services, according to his level of experience and his speciality.
Fees do not include expenses and disbursements incurred in connection with the provision of the Services.
The expenses and disbursements incurred are sent to the client for him to pay directly the service provider concerned or are advanced by the Firm in agreement with the client.
The expenses and disbursements paid by the Firm are detailed in the fee notes and are billed to the client in addition to the fees.
4.2 Payment
Fees and expenses and disbursement advanced by the Firm shall be invoiced, as applicable, upon full completion of the Services or periodically as the Services are completed.
Invoices include details of the Services performed on behalf of the client and are payable upon receipt, either by cheque or bank transfer.
According to applicable legal provisions, any delay in payment shall lead to the application of a late payment penalty calculated at a rate equal to three (3) times the legal interest rate in force, as from the due date mentioned on the invoice, without prior notification or reminder, in addition to the payment of a fixed indemnity for collection costs of 40 euros.
5. Intellectual Property
The Firm is the owner of all intellectual property rights relating to the documents and writing provided to the client in the context of performance of the Services including, but not limited to, contracts, consultations, legal writings, briefs, reports, training, documentation (hereinafter the “Documents“).
The Firm grants the client the non-exclusive, personal and non-transferable right to use the Documents, limited to its/his own needs and only for the purposes for which the Services were requested and/or for the purposes of operations falling within the usual purposes, which includes :
- the right to reproduction, namely the right to reproduce or have reproduced the Documents in part or in whole, permanently or temporarily, without limitation of number, by any mean or any process known or yet unknown, on any medium ;
- the right to representation, namely the right to disseminate or have disseminated the Documents, in part or in whole, in any form, by any mean and on any medium known or yet unknown, in particular physical, analogue or digital, to any public concerned who needs to receive communication of the Documents for the aforementioned purposes ;
- the right to modification, namely the right to modify or have modify the Documents, in part or in whole, and in particular the right to correct, arrange, enhance, combine, add, remove all or part of the Documents or to integrate all or part thereof with or into existing or future works, to translate all or part of the Documents in any languages by any mean or process whatsoever known or yet unknown.
Given the specific context of the provision of the Documents, the Firm hereby waives its right of paternity and accept that the client may affix its own name, corporate name, trademark or any other distinctive sign on the Documents, without this being considered as an assignment of the related rights to the client.
6. Personal data
Personal data of the client or its officers, employees or subordinates are processed by the Firm, acting as a data controller, in accordance with the terms of the Privacy Policy.
7. Warranties
The client acknowledges that the Firm is only bound by an obligation of means (obligation de moyens) regarding the provision of the Services, which are necessarily subject to legal, regulatory and case-law developments and to legal uncertainty.
Therefore, the Firm does not warrant the success of the client’s requests and claims, or that the Services will enable the client to achieve the expected result.
8. Liability
The Firm or its lawyers shall only be held liable for direct damages suffered by the client, resulting from an attributable breach of their obligations in the course of the provision of the Services.
The Firm or its lawyers shall under no circumstances be held liable for any damage suffered by the client resulting from an omission, an inaccuracy or an incompleteness of the information or documents transmitted by the client for the purpose of the Service, or from any delay or failure to transmit said information or documents.
The Firm or its lawyers shall not be held liable for any harmful circumstances resulting from the use of the advices, Documents, opinions or recommendations provided by the Firm in the course of the Services for other purposes than those originally intended, or from their use by third parties other than the client.
In any event, the Firm or its lawyers shall not be held liable for any indirect damage suffered by the client in the context of the provision of the Services, including but not limited to loss of business, turnover, profit, goodwill, luck or damage to the image.
In any case, unless otherwise specifically agreed, the liability of the Firm or of any person working within the Firm, regarding the performance of the Services, shall be limited to the amount of fees (before tax) received for the provision of the Services and for the part of the Services for which liability is sought.
9. Term and termination
The Firm has the right to terminate the missions the client has entrusted it with, at any time, subject to a reasonable prior notice period in order to safeguard the client’s interests.
The client is free to choose its own counsel. Therefore, the client may at any time discharge the Firm from the mission it was entrusted with, subject to prior reasonable notice given the duration, the nature, the financial significance of its prior relationship with the Firm and taking into account the time the Firm might need to address the internal consequences of this termination.
Either the Firm or the client may immediately terminate their relationship in case of a breach or a failure of the other.
The early termination of relations between the Firm and the client, for any reason whatsoever, is without prejudice to the fees, costs and disbursements which remain due to the Firm, which must be paid without delay by the client.
Except in the event of early termination under the conditions detailed above and/or a special agreement contained in the specific terms and conditions, the mission of the Firm shall end upon the termination or exhaustion of possible remedies, the execution of the court decision or the settlement agreement or the completion of the operation subject of the Services.
As from the end of the mission or its relationship with the client, for any reason whatsoever, the Firm will return any and all original documents in its possession transmitted by the client for the purposes of the Services.
10. Mediation
In accordance with article L.211-3 of the French consumer code, the client is informed that as a consumer, pursuant the definition of the introductory article of the same code, he may have recourse to a consumer ombudsman in order to seek an amicable resolution of any dispute that may arise with the Firm, under the conditions detailed in articles L.611-1 and seq. of the French consumer code.
The client is informed that he can only have recourse to a consumer ombudsman after prior attempt to resolve the dispute directly with the firm, by sending a written complaint by registered letter with acknowledgment of receipt.
11. Right of withdrawal
In case of distance or off-premises fee agreement, the client, who is a consumer pursuant the definition of the introductory article of the French consumer code, is given a fourteen-day-period to exercise his right of withdrawal, without need to motivate his decision and free of any charges other than those detailed in articles L.221-23 to L.221-25 of the French consumer code.
According to article L.221-18 of the French consumer code, the withdrawal period begins to run from the day the fee agreement is concluded. If the withdrawal period normally expires on a Saturday, Sunday, a public holiday or a non-working day, it is extended until the first following working day.
In order to exercise his right of withdrawal, the client shall notify his decision to withdraw by sending within the fourteen-day-period, the standard withdrawal form set out in appendix to decree No. 2014-1061 of 17 September 2014 on the pre-contractual and contractual information obligations of consumers and the right of withdrawal, duly completed, or any other clear written statement, by registered letter with acknowledgement of receipt at the Firm’s address.
12. Governing law and jurisdiction
This terms and conditions of service are governed by French law.
In accordance with articles 174 and seq. of decree No. 91-1197 of 27 November 1991, any dispute relating to the fees’ amount or recovery or more generally to the provision of the Services shall be submitted by the most diligent party to the arbitration by the President of the Paris Bar Association.
In the event of an appeal, the dispute between the client and the Firm may only be submitted to the Paris Court of Appeal.