The Remuneration agreed between the Client and the Firm does not include, if applicable, VAT due by law (22%) and the compulsory contribution to the Social Security Fund (4%) as well as potential costs, expenses and travel allowances anticipated by the Firm.
Billing is provided on a monthly basis and, in case an hourly rate Renumeration is agreed, to the bilingual invoice a detailed timesheet in the language required by the Client shall be attached, which contains a list of working hours and a detailed performance description of the specific professional.
The Firm is entitled to request advance payments at any time.
2. Right and obligations, limitation of liability
The Firm shall perform the Services agreed with the Client in accordance with well-established principles and the applicable general rules provided by the law and professional regulations. Firm's obligation is of means and not of result.
The representation of the Client before judicial bodies, arbitration or mediation, domestic or foreign, shall be agreed case by case and on the basis of a special power of attorney granted for this purpose. The Firm is required to proceed before those bodies only after having received a specific assignment in this regard and having expressly agreed.
The Client has the obligation to promptly deliver to the Firm, even without explicit request by the latter, all the necessary documentation for the proper performance of the Services required. The Client undertakes to promptly inform the Firm of all the circumstances, facts or back-ground relevant to the proper performance of Services. The parties agree and acknowledge that the proper performance of Services also depends on the accuracy and promptness of the information and documents made available to the Firm by the Client. Consequently, the Firm and/or its associates, cooperators and employees are exempt from any liability for failure or incorrect performance of the Services if false or laconic knowledge of the facts are due to the unspoken or omission of relevant information provided by the Client and/or employees or consultants of the latter to the Firm and/or its associates, cooperators and employees or if the relevant information is beyond the knowledge and ability to know of the Firm and/or its associates, cooperators and employees.
The Firm is committed to regularly inform the Client about the developments and events related to the Services and reports to the Client every time the latter request to do so.
In order to carry out the required Services, the Firm might rely on the collaboration with trusted cooperators and external professional consultants.
The Firm, its employees, cooperators and external consultants are bound by the attorney–client privilege on all circumstances relating to the business sensible information of the Client and related to the Services. The aforementioned advisor–client privilege also applies to the period subsequent to the termination of the advisory relationship relating to the Services. In case where the Firm was required to disclose the confidential information of the Client following the request by the court or other legal obligations, the Firm will promptly inform the Client to allow the latter to oppose to the disclosure of such confidential information or to give its consent to the disclosure of the same.
The disclosure to third parties of legal opinions rendered by the Firm and related to the Services (in particular legal and fiscal opinions, due diligence, schemes and models, drafts, models and calculation tables) is permitted only with the consent of the Firm and following the issue of a reliance letter. In all other cases, the disclosure of such documents to third parties is allowed only when third parties have previously released the Firm (expressly and in writing) from any liability for the same. The Firm assumes no liability with respect to legal opinions contained in provisional drafts and which have not been recognised as definitive and final versions. The transmission of such documents to third parties is prohibited without the prior written consent of the Firm.
The responsibility of the Firm is limited to the amount of its Remuneration and, in any case, to a maximum amount of Euro 250,000.00 (two-hundred and fifty-thousand/00) per claim per year, excluded cases of wilful misconduct or gross negligence.
3. Processing of personal data
The Firm is obliged to keep in its archives the personal data communicated by the Client for the purposes of the performance of the Services. The Firm declares that it has taken appropriate security measures to avoid any abuse of confidential information and documents.
The treatment of the personal information communicated by the Client to the Firm in connection with the Services or during the performance of the same, is governed by the provisions of the EU Data Protection Regulation (EU) 2016/679 (hereinafter the “GDPR”).
In carrying out the Services, the Client information may be communicated to trusted external cooperators and professional consultants to whom part of the Services is entrusted, in the name and on behalf of the Firm.
The employees and fiduciary professionals consultants of the Firm undertake to treat the personal information provided by the Client in accordance with the instructions received by the Firm as the owner and responsible of the personal information of the Client. The personal information of the Client cannot be communicated to third parties, except in cases where this has been expressly authorised by the Client.
The disclosure of such personal information is a material condition for the fulfilment of Services in accordance with the specific advisory agreement and the formalities required by law. The parties mutually recognise that the lack of or mistaken disclosure of the personal information for the performance of the Services will encumber and/or impede the performance of the same, without prejudice to the rights granted to the Client in accordance with art. 15-22 GDPR.
The responsible of the personal information treatment would be the Firm, with its office in 00144 Rome (Italy), Viale Pasteur 66.
4. Representations and warranties in accordance with the Anti-Money-Laundering-Law
Pursuant to the Legislative Decree no. 231/2007 (hereinafter the "Anti-Money-Laundering Law"), the Client represents and warrants that the amounts it has used for the payment of the Remuneration to the Firm for the Services on the basis of the specific advisory agreement have a legitimate origin and are not the result of illegal activity, suspicious or otherwise in violation of any laws, including tax law, of the Italian State.
In relation to the requirements of the Anti-Money-Laundering Law the parties refer to the anti-money laundering form provided by the Firm to the Client and duly filled in and signed by the latter.
5. Applicable law and jurisdiction
The advisory agreement is governed by the laws of Italy.
The place of jurisdiction for disputes shall be Rome.