Skip to main content

Terms and Conditions


1.1. Terms of Engagement 

The Terms of Engagement apply to the Services you have engaged us to provide under the Engagement Letter. If anything in the Terms of Engagement is inconsistent with the Engagement Letter, the Engagement Letter takes precedence. 

1.2. Commencement 

The Agreement will start on the earlier of (i) the date of the Engagement Letter; and (ii) the commencement of the Services. 


2.1. Services 

We will perform the Services described in the Engagement Letter with reasonable skill and care. You confirm that the scope is sufficient for your purpose. The Services are provided solely for you for the purpose set out in the Engagement Letter. 

2.2. Liability to you alone 

We accept no liability to anyone, other than you, in connection with our Services, unless otherwise agreed by us in writing. 

2.3. Changes 

Either we or you may request a change to the Services or the Agreement. A change will be effective only when agreed in writing. 

2.4. Oral advice and draft opinions 

You may rely only on our final written opinions and not on oral advice or draft opinions. If you wish to rely on something we have said to you, please let us know so that we may prepare a written opinion on which you can rely. 

Our advice will be final and binding only when it is signed by one of our partners and delivered to you by post, fax or e-mail in PDF format. 

2.5. Monitoring 

Our advice will be based on the law, regulations and guidance applying at the date the Services are provided. We will not monitor or be responsible for the effects of any subsequent changes in law, regulations or guidance. 


3.1. Information 

In order for us to advise you properly you will make sure that (i) any information given to us by you, or anyone else working with or for you, is (a) given promptly, (b) accurate and (c) complete; and (ii) any assumptions are appropriate. 

We will not verify any information given to us relating to the Services. 

3.2. Communications 

We will communicate with you by email, post, fax or telephone. Unless you notify us otherwise in writing, we will assume that you are satisfied for us to communicate primarily by email or fax, although we cannot guarantee the security or confidentiality of such communications. It is your responsibility to ensure that communications to the email address or fax number you give us are sufficiently secure. 

3.3. Your obligations 

Our performance depends on you performing your obligations under the agreement. We are not liable for any loss or foregone profits arising from you not fulfilling your obligations. 

4. FEES 

4.1. Payment for services 

You agree to pay us for the Services. Any estimate we may give you is not binding. 

4.2. Fee calculation 

 Work within the scope of the Services will be charged at the hourly rates set out in the Engagement Letter.           

4.3. Basis of fees 

Our fees may reflect not only time spent, but also such factors as complexity, urgency, inherent risks, use of techniques, know-how and research together with the level of skills and expertise required of the personnel needed to perform and review the Services and if appropriate, the value of the Transaction. Our fees may include any time spent travelling for the purpose of the Services that cannot be used productively for other purposes. 

4.4. Expenses 

In addition to the fees an administrative allowance of 5% of BSP’s total fees will be charged to cover administrative expenses. 

Additional out-of-pocket expenses or costs incurred on the Client’s behalf (e.g. travel expenses, courier fees, translation costs, external service providers and/or public authorities or public officers fees, costs of publication with official gazettes, notarial fees, RCS fees) are charged separately and will be justified by appropriate documentation.

4.5. Taxes 

You will also pay any taxes, including VAT, that are due in relation to the Services. You will pay us the full amount of any invoice, regardless of any deduction that you are required by law to make. 

4.6. Invoices and payment 

Invoices issued in respect of the Services for the relevant period should be settled within 30 days. If a bill is not paid promptly, we reserve the right to decline to act further. If you do not pay an invoice within 30 days of the date of the invoice, we may charge you interest at the commercial rates set by law. 


5.1. Confidential information 

We and you agree to use the other’s confidential information only in relation to the Services, and not to disclose it, except where required by law or regulation or by a professional body of which we are a member. 

5.2. Referring to you and the Services 

We may wish to refer to you and the Services we have performed for you when marketing our Services. You agree that we may do so, as long as we do not disclose your confidential information. 

5.3. Performing services for others 

You agree that we may perform Services for your competitors or other parties whose interests may conflict with yours, as long as we do not disclose your confidential information and we comply with our ethical obligations. 


We will own the intellectual property rights in the opinions and any materials created under the agreement, and you will have a non-exclusive, non-transferable licence to use the opinions for your own internal purposes. 


In accordance with the provisions of the data protection law applicable in the Grand-Duchy of 

Luxembourg and the Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data (“GDPR”), you acknowledge and, as the case may be, will agree by appropriate means, that we may collect, store and process, by electronic or other means, your personal data such as contact information, identification data and personal data, professional information, financial information and any other personal data provided to us and allowing us to perform our contractual duties for the purposes of (i) providing the Services, (ii) dealing with communications received from you, contacts via phone or email, responding to your queries (iii) complying with our legal obligations, in particular to fulfil our duties as a Luxembourg legal counsel under applicable Anti Money Laundering, Know Your Customer and Market Abuse regulation (iv) processing your potential claims (v) maintaining and managing our administrative or client relationship management systems, including the use of IT outsource providers, (vi) proceeding to quality and risk management reviews, and (vii) providing you with information about us, our range of services, our newsletters, communications, updates and invitations to our events. 

We have taken the appropriate technical security and organisational measures to protect the personal data from loss, abuse and unauthorised access. 

Personal data may be shared with (i) BSP Sàrl, the general partner and manager of Bonn, Steichen & Partners (“BSP”) (ii) any service provider to the extent necessary for such service provider to provide services to us with appropriate safeguards being implemented to comply with GDPR requirements (iii) certain authorities or similar institutions to the extent necessary for the performance of the Agreement or because it is required by law (iv) any public authorities or court as might be required by law, court, orders or any other valid legal process brought against us. 

The recipients may be located inside or outside the European Union provided that in the latter case the relevant country ensures an adequate level of protection or such transfer is based on an adequacy decision or if appropriate safeguards have been put in place or you have consented to such a transfer. 

The personal data will be retained for a period deemed necessary for the purpose for which it was intended and for so long as required or permitted by law. When the processing of the personal data is no longer necessary for the purpose for which it was collected, we will erase the personal data. 

You have the right to request information on how your personal data is processed and what personal data is processed about you. You also have the right to receive a copy of the personal data that is being processed. 

If the personal data we processed is incorrect, incomplete or irrelevant you may request to have it corrected or erased. 

If you have given your consent to the processing of your personal data, you may withdraw your consent. 

Furthermore, to the extent that we process your personal data based on consent or if necessary to fulfil the Agreement, you have the right, upon request (i) to receive your processed personal data (ii) to have such personal data transmitted to another controller. 

For any question or request about your data protection rights and how we process your personal data, we encourage you to read our privacy policy in our website ( or you may contact our data protection officers, Vinciane SCHANDELER (, (+352) 26025-1), and Zaha NATOUR (, (+352) 26025-1).              


8.1. Specific types of loss 

You agree that we will not be liable for (i) loss or corruption of data from your systems, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iii) indirect or consequential loss. 

8.2. Our liability 

You agree that our total liability (including interest) for all claims connected with the Services or the Agreement (including but not limited to negligence) shall be limited to the amount paid out, if any, under our professional liability insurance policy in the matter concerned. 

In the event and to the extent that no monies are paid out under the professional liability insurance, any and all liability on our part shall be limited to five times the amount of the total fees charged by us in the relevant matter for the Services. 

8.3. Unlimited liability 

Nothing in the Agreement will limit a person’s liability for (i) death or personal injury caused by that person’s negligence, (ii) that person’s fraud or (iii) anything else that cannot by law be limited. 

8.4. No claims against individuals 

You agree to bring any claim (including one in negligence) in connection with the Services only against us, and not against any individual. Where our individuals are described as partners, they are acting as one of our members. 

8.5. Proportionality 

If we are liable to you under the Agreement, and another person would be liable to you in respect of the same loss (save for your contractual arrangements with them), then (i) the compensation payable by us to you in respect of that loss will be reduced; (ii) the reduction will take into account the extent of the responsibility of that other person for the loss; and (iii) in determining the extent of the responsibility of that other person for the loss, no account will be taken of (a) any limit or exclusion placed on the amount that person will pay or (b) any shortfall in recovery from that person (for whatever reason). 

8.6. Involvement of third parties 

We shall, as far as possible, consult you before engaging third parties, and shall in any event exercise the requisite due care in selecting such third parties. We will not be liable for any acts or omissions of third parties. You authorize us to accept any limitations of liability of third parties on your behalf. 


The Luxembourg anti-money laundering regulations impose obligations on us to identify and to obtain sufficient knowledge of clients, their ultimate beneficial owners, their identity, any legal entity involved in the Transaction, their business, their ownership and control structure, the object and purpose of the Transaction, the origin of their funds and the nature of funds that pass through our accounts with sufficient information on the identity of the payee or payer of such funds 

You undertake to immediately submit to us, upon request before we start providing the Services as well as during the course of our contractual relationship, identification documents and verification data and other relevant documentation on your identity, your business, the object and purpose of the Transaction, and/ or the identity of the beneficial owners, the origin of your funds and of the beneficial owners, and any other information/documentation as we deem required and necessary.. 

These rules also require us to carry out an ongoing monitoring of our clients and, under certain conditions, to report to the relevant authorities any suspicious activity where we know or suspect or have reasonable grounds to suspect that money or property is the subject of money laundering (including tax fraud) or financing of terrorism or any attempt thereof. In the event that we have such suspicion, our obligation to report to the authorities will prevail over any duty of secrecy that we may owe you as our client. We cannot accept any liability for loss where it arises as a result of any such disclosure to the authorities. 


The EU Directive on mandatory disclosure rules, formally known as Council Directive (EU) 2018/822 amending Directive 2011/16/EU as regards the mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements (the DAC 6 Directive”) as implemented under Luxembourg lax on 25 March 2020 (the “DAC6 Law”), obliges intermediaries and taxpayers to report arrangements that meet certain "hallmarks". Information about these reportable arrangements collected by a Member State will be automatically exchanged with other Member States that might have an interest in the arrangements. The mandatory disclosure rules entered into force on 25 June 2018. 

The DAC6 Law covers arrangements dealing with taxes of every kind (with the exception of VAT, customs and excise, and social security contributions), and fulfilling at least one of the identified "hallmarks". For the purposes of the DAC6 Law, five categories of hallmarks are considered, which are divided into specific hallmarks related to the main benefit test, specific hallmarks related to cross-border transactions, specific hallmarks concerning automatic exchange of information and beneficial ownership, and specific hallmarks concerning transfer pricing. The term “taxpayer” means any person to whom a reportable cross-border arrangement is made available for implementation, who is ready to implement a reportable cross-border arrangement, or who has implemented the first step of such an arrangement. Taxpayers who are not residents in any of the EU Member States may be under certain circumstances and might still be required to report a cross-border arrangement they entered into. 

Within the meaning of the DAC6 Law, the term "intermediary" includes "any person that knows or could be reasonably expected to know that they have undertaken to provide, directly or by means of other persons, aid, assistance or advice with respect to a reportable cross-border arrangement". This definition is not restricted to tax lawyers and advisers and encompasses any lawyer or advisor who may be indirectly involved in a tax arrangement. Lawyers acting as intermediaries in the sense of the DAC 6 Law are however relieved from the reporting obligation due to legal professional privilege. 

BSP as protected by legal professional privilege must not report any reportable cross-border arrangement directly to the Luxembourg tax authorities. Moreover, BSP is not obliged to notify other intermediaries who are not their client pursuant to Circular n°001/2022-2023 of the council of the Luxembourg Bar Association. 

In this context, if there are no other intermediaries involved in the reportable arrangement or all the involved intermediaries are covered by professional legal privilege – BSP is under the legal obligation to notify the relevant taxpayer of the reporting obligations applicable to them pursuant to the DAC 6 Law.

Should BSP be of the opinion that the transaction you are involved in falls within the scope of the DAC6 Law and constitutes a reportable cross-border arrangement, BSP will follow its legal obligations, and you might be notified by BSP of your obligation to report said arrangement. We cannot accept any liability for loss where it arises, as a result of any reporting obligations. 


11.1. Policy 

We may retain copies of all materials relevant to the Services, including any materials given to us by you or on your behalf. We will keep your paper file generally for ten years, after which period it may be destroyed. 

11.2. Release 

We do not release materials which belong to us (including our working papers) unless we have specifically agreed to do so. We may require a release letter from the recipient as a condition of disclosure. 


12.1. Immediate notice 

Either we or you may end the Agreement immediately by giving written notice to the other if (i) the other materially breaches it and does not remedy the breach within 14 days from notice given to him, (ii) the other is unable to pay its debts within the agreed timeframe or becomes insolvent or (iii) the performance of it (including the application of any fee arrangements) may breach a legal or regulatory requirement. 

12.2. 30 days’ notice 

Either we or you may end the agreement on 30 days’ written notice. 

12.3. Fees payable on termination 

You agree to pay us for all services we perform up to the date of termination. Where there is a fixed fee for the Services, you agree to pay us for the services that we have performed based on the time spent at our then applicable hourly rates, up to the amount of the fixed fee. Any contingent element of the fees will remain payable in accordance with the Engagement Letter. If a contingent fee cannot be paid for regulatory reasons, you agree to pay for the work carried out under the contingent fee arrangement based on time spent, unless alternative arrangements have been agreed. 


13.1. Mediation 

If a dispute arises, the parties will attempt to resolve it by discussion and negotiation before commencing legal proceedings. 

13.2. Governing law and jurisdiction 

The agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by Luxembourg law and be subject to the exclusive jurisdiction of the courts of Luxembourg City. 

13.3. Limitation period 

Any claims have to be brought no later than 5 years after the date the claimant should have been aware of the potential claim. 


14.1. Matters beyond reasonable control 

No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control. 

14.2. Entire agreement 

The Agreement forms the entire agreement between the parties in relation to the Services. It replaces any earlier agreements, representations or discussions. Subject to clause 8.3, no party is liable to any other party (whether for negligence or otherwise) for a representation that is not in the agreement. 

14.3. Your actions 

Where you consist of more than one party, an act or omission of one party is to be regarded as an act or omission of all. 

14.4. Rights of third parties 

A person who is not a party to the Agreement has no rights to enforce any term of the Agreement.   


Words and expressions used herein and not otherwise defined have the meanings given to them in the Engagement Letter.