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General Terms and Conditions of Service

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1. Scope

The following general terms and conditions of services shall apply to all services, work products, recommendations or opinions (the “Services”) provided by Vivien & Associés (“V&A”) and to all lawyers practicing therein to the benefit of each client of the firm (the “Client”).

2. Services terms and conditions

2.1 V&A undertakes to use all human, technical and intellectual resources available to perform the assignments which it has been entrusted with, in accordance with Client’s instructions and conditions explicitly agreed upon, in particular, delivery deadlines, it being acknowledged that the obligations borne by V&A shall be an obligations of means (obligation de moyens). The Services rendered by V&A in connection with a given assignment are based upon the best-possible analysis of the facts, information and documents provided or brought to its attention by the Client and based on French laws applicable as of the date of said Services.
2.2 V&A undertakes to scrupulously comply with the Code of Professional Conduct (Code de Deontologie) of the Paris Bar (l’Ordre des Avocats de Paris) in its dealings with Clients and lawyers.
2.3 A Client shall be entitled to terminate in writing at any time V&A’s assignment. In such case, the Client shall remain obligated to pay for the Services rendered by V&A and for expenses and disbursements settled on its behalf, prior to the termination notice.

3. Invoicing

3.1 V&A’s fees shall, unless specifically agreed otherwise, be calculated on the basis of an hourly rate taking into account the degree of seniority of the lawyers involved. These hourly rates will be provided to Client upon its request.
3.2 V&A’s fees shall not include expenses & disbursements paid on behalf of the Client in the performance of its assignment. Such fees & disbursements shall be invoiced in addition to any fees, without markup, and shall be detailed in fee statements. Except in case of prior agreement with the Client, V&A shall not pay on behalf of the Client important expenses or disbursements (expert fees, procedural hearing lawyers’ fees, bailiff fees, registration or transfer duties and taxes, etc.). These expenses and disbursements will be invoiced or addressed directly to the Client by the concerned provider for direct payment.

4. Payment

4.1 All fees, expenses and disbursements shall be periodically invoiced by V&A. They shall be payable upon receipt by the Client either by cheque or bank transfer. Pursuant to applicable laws, late payments shall give rise to late payment penalties equal to 3 times the legal interest rate on the applicable due date.
4.2 In case of payment default, V&A may cease to provide the Services in accordance with the Code of Professional Conduct (Code de Deontologie) of the Paris Bar (l’Ordre des Avocats de Paris).

5. Liability

5.1 Unless expressly agreed with the Client, the remedy for any damage caused by V&A (or by any person working within the firm) shall not exceed the amount of fees (excluding taxes) received by V&A for the Services or any part thereof for which V&A’s (or any person working within the firm) liability is sought. In no event shall V&A (or any person working within the firm) be liable for indirect, consequential, loss of opportunity or profits etc. caused by the alleged damage.
5.2 V&A’s liability shall be excluded in cases where the Client has not provided the elements of information or documents necessary for the performance of the Services or has done so only with delay, or has transmitted incomplete or erroneous information and documents. V&A shall have no obligation to either verify or to have independently verified the information or documents provided by the Client.
5.3 V&A shall not be held liable for any damages or losses of any kind whatsoever in case of use by the Client of one its services, work products, recommendations or opinions in another context or for any purpose other than that for which the service, work product, recommendation or opinion was performed or rendered.
5.4 Except if V&A has given its prior written consent, neither the firm nor any person working within the firm shall be held liable in relation to the use by a third party of any service, work product, recommendation or opinion given or rendered by V&A in the performance of its Services to its Client, as claims or actions may be brought only by the person or entity invoiced for the Services.
5.5 No actions relating to V&A’s liability may be brought by the Client more than three (3) years after the beginning date of the Services rendered, unless V&A and the Client have agreed expressly to suspend or extend such deadline.

6. Confidentiality

6.1 Pursuant to applicable professional conduct rules regulating the legal profession, all documents and information gathered by V&A in the performance of its assignments shall be held in strict confidentiality. Such documents and information shall only be disclosed in accordance with the aforementioned professional conduct rules or in cases where the divulgation thereof is required or authorized by law.
6.2 V&A shall not communicate Client’s identity or missions performed for it on its web site or on other communication media without Client’s prior approval. V&A shall however not be responsible for any communications done by third parties.

7. Governing law / Dispute resolution

7.1 These general terms and conditions of services and the relationship between V&A and its Clients shall be governed by French laws, to the exclusion of any conflict of law provisions, and the rules of the Paris Bar (l’Ordre des Avocats de Paris).
7.2 Any dispute relating to these general terms and conditions of services will be submitted to the Bâtonnier of the Paris Bar (l’Ordre des Avocats de Paris). The Paris Court of Appeals will be exclusively competent to hear appeals.