General terms & conditions
1/ PURPOSE AND SCOPE OF APPLICATION OF THE GENERAL TERMS AND CONDITIONS
These general terms and conditions (the “General Terms and Conditions”) apply, without restriction or reservation, to all relationships of any nature relating to the provision and performance of all Assignments carried out pursuant to the Contract between:
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the company “MUA MULTI FAMILY OFFICE”, a simplified joint-stock company (société par actions simplifiée) with a share capital of one thousand euros (€1,000.00), whose registered office is located c/o “MUA MFO FRANCE”, 19 boulevard Victor Hugo, Nice (06000, France), registered with the Nice Trade and Companies Register under number SIREN 982 761 249, and/or any Affiliated Entity (the “Service Provider”); and
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the Client (as defined below).
These General Terms and Conditions are intended to govern the relationship between the Client and the Service Provider, as formalised by the execution of the Framework Engagement Letter.
The Client declares that it has read these General Terms and Conditions and has accepted them prior to signing the Framework Engagement Letter.
However, the Client is reminded that, depending on its profile (determined on the basis of objective criteria), as well as on the nature and place of performance of the Assignments to be carried out, acceptance thereof shall be subject to the execution of a separate Mission Order to be entered into with the Service Provider.
Without prejudice to the provisions of the Framework Engagement Letter and of any Mission Order, these General Terms and Conditions are intended in particular to define the conditions and terms under which the Service Provider provides its Services to the Client.
Subject to the foregoing, the Parties expressly acknowledge that these General Terms and Conditions apply in their entirety to the Client and that, together with the Framework Engagement Letter and the Mission Orders, they constitute the essential and decisive conditions of the Service Provider’s willingness to perform the agreed Assignments.
These General Terms and Conditions shall prevail over any general terms and conditions of sale, purchase, service or use, in particular those applicable through other service distribution channels or via the Internet, as well as over any other documents issued by the Client, whatever their terms may be, irrespective of whether or not such documents have been brought to the Service Provider’s attention.
These General Terms and Conditions exclude the application of any other document issued by the Client, including, without limitation, its own general terms and conditions. They therefore prevail over any contrary provisions that may be stipulated in the Client’s general terms and conditions.
These General Terms and Conditions apply without prejudice to any other general or specific terms and conditions of the Service Provider set out on, and directly accessible via, the Website, prior to any transaction with a Client.
The execution of the Framework Engagement Letter by the Client implies the Client’s full and unconditional acceptance of and adherence to these General Terms and Conditions, as well as to any other general or specific terms and conditions of the Service Provider relating to the performance of any Assignment, which the Client acknowledges having consulted prior to any request for the performance of an Assignment.
The main characteristics of the Services provided by the Service Provider, comprising all material information required by applicable laws and regulations, are set out in particular in the Framework Engagement Letter and/or any Mission Order.
2/ DEFINITIONS
Subject to any express clause or indication to the contrary in the Contract, all terms defined or capitalised therein shall have the meaning ascribed to them below. Accordingly, the definitions set out below shall apply irrespective of whether such terms are written in upper case, lower case and/or in the singular or plural:
Activities or General Activities: means, in particular, the activities set out below, carried out or intended to be carried out, as applicable, by the Service Provider and/or the Affiliated Entity, in accordance with the laws in force in the State in whose territory such activities are or will be carried out, namely the activity of a “multi family office”, including in particular:
• advisory and service activities of a wealth-related nature relating to wealth management, business affairs and wealth structuring, including in particular estate planning and organisation, administrative and financial monitoring of assets, the preparation of studies, assistance, advice, selection and/or dissemination of information, data and advice in relation to private and professional wealth organisation, as well as legal structuring in the fields of real estate, transferable securities and wealth management, for the benefit of any natural or legal persons;
• coordination of external service providers outside the “multi family office” involved in connection with an estate, and the monitoring or assessment of their performance;
• luxury concierge services;
• assistance, support, administrative management and monitoring in the implementation of projects; or
• all or part of the activities carried out by the Affiliated Entity, under the same conditions.
Regulated Activities: means, among the Activities, any activity including, corresponding to or encompassing an Assignment whose provision or performance, by reason of its nature, its place of performance or the identity of the person responsible for its provision, is or would be, at any time, subject (i) to the obtaining and maintenance of any licence, authorisation or prior declaration of a legal, administrative, ministerial or regulatory nature, under French or foreign law, and (ii) to compliance with any mandatory and specific sectoral standard, legislation or regulation.
You / you / Client: means any natural or legal person or legal entity, or any legal arrangement such as, in particular, foundations, fiduciaries or trusts, which is directly or indirectly owned by one or more natural persons or by a family, or of which they are founders or beneficiaries, and which enters into and signs a Framework Engagement Letter and/or any Mission Order with the Service Provider and/or the Affiliated Entity – whether or not the signatory to the Contract is the beneficial owner or economic beneficiary of the person in a business relationship with the Service Provider – as well as, where applicable, the agent, representative, intermediary or partner/shareholder of such person;
General Terms and Conditions: means these general terms and conditions, in their version in force at any given time, as published on the Website.
Contract: means the Framework Engagement Letter, all its Appendices and these General Terms and Conditions, as well as, where applicable, the specifically applicable Mission Orders, the purpose of which is to define the terms and conditions applicable to the provision of Services by the Service Provider and/or the Affiliated Entity for the benefit of the Client.
Affiliated Entity: means “MUA MULTI FAMILY OFFICE”, a simplified joint-stock company (société par actions simplifiée) with a share capital of one thousand euros (€1,000.00), whose registered office is located c/o “MUA MFO FRANCE”, 19 boulevard Victor Hugo, Nice (06000, France), registered with the Nice Trade and Companies Register under number SIREN 982 761 249.
Framework Engagement Letter: means the framework agreement by which the Parties agree on the general characteristics of their contractual relationship.
Mission Order: means, unless otherwise provided in the Contract, the implementing agreement setting out the legal, technical and financial conditions, as well as the performance terms, specifically applicable to the performance of all or part of the Assignments accepted by the Service Provider, which shall be entered into between the Client and/or the Service Provider.
Party or Parties: means the Client and the Service Provider and/or the Affiliated Entity, each individually referred to as a “Party” and collectively as the “Parties”.
Service Provider / We or we: means the legal entity which enters into and signs a Framework Engagement Letter and/or any Mission Order with the Client.
Services / Services Provided / Assignments: mean the provision by the Service Provider and/or the Affiliated Entity, as part of its customary professional activities, to the Client, of all or part of the Assignments falling within the scope of the Activities which the Service Provider and/or the Affiliated Entity agrees to perform for the Client, in accordance with the laws and regulations in force, and as described, as applicable, in the Framework Engagement Letter or any Mission Order, it being specified, however, that the Service Provider is free to refuse to perform any service requested by the Client without being required to justify such refusal to the Client. The Assignments may be provided in any territory in which the Service Provider and/or the Affiliated Entity is legally authorised to carry out its own Activities.
Website: means the Service Provider’s website, accessible at the following address: https://www.mua-group.com/.
Third Party: means, excluding the Affiliated Entity, any natural or legal person other than the Client and the Service Provider under the Contract.
3/ TERM OF THE CONTRACT
Subject to the application of any contrary provisions of the Contract, these General Terms and Conditions shall apply for the entire duration of the performance of the Services defined in the Framework Engagement Letter and, as applicable, in the Mission Orders.
The Contract shall be deemed accepted by the Client when the Client delivers the Framework Engagement Letter duly signed to the Service Provider by hand, by email or by post. The Client’s acceptance shall be final and irrevocable.
Notwithstanding any contrary provision, the Service Provider shall not be obliged to commence the performance of all or part of the commitments accepted by it under the Contract unless, cumulatively, (i) the above-mentioned acceptance formalities have been completed and (ii) the Client has paid the retainer and/or the agreed advance payment, as provided for in the article “Financial Conditions” of these General Terms and Conditions.
By accepting the Contract, the Client acknowledges having read these General Terms and Conditions and accepting them without reservation or restriction. These General Terms and Conditions shall immediately and automatically extend to all past and future Services, without any further formality on the part of the Service Provider.
The Framework Engagement Letter, these General Terms and Conditions and, as applicable, the Mission Orders constitute the entire agreement between the Parties.
Upon termination of the Contract, the Service Provider shall return to the Client any document belonging to the Client and in its possession or under its control. The Service Provider may nevertheless retain a copy of any document prepared by it or any document on which its Services were based for professional record-keeping purposes, subject to the applicable laws and regulations.
4/ CONTRACTUAL DOCUMENTS AND ORDER OF PRECEDENCE
The contractual relationship between the Client and the Service Provider is governed by the Contract, which is composed of the following contractual documents:
• the Framework Engagement Letter, all its Appendices and these General Terms and Conditions of the Service Provider; and
• the Mission Orders, from the most recent to the oldest.
By way of exception to the foregoing, in view of possible developments of the Website, the Service Provider reserves the right to adapt or amend these General Terms and Conditions at any time. Consequently, the Service Provider invites the Client to consult the General Terms and Conditions prior to any request for an Assignment.
The General Terms and Conditions in force at the relevant time shall apply to all requests for Assignments made as from their date of publication online.
Accordingly, upon each amendment to the General Terms and Conditions published on the Service Provider’s Website and notified to the Client by email, all the terms of the General Terms and Conditions shall automatically apply to the Contract with the Client, without requiring any signature from the Client.
By way of exception, in the event of disagreement, the Client shall have a period of thirty (30) calendar days from receipt of the notification of amendment to notify its objection to their application by any written means recorded on a durable medium and sent to the Service Provider.
For all other documents forming the remainder of the Contract:
• any amendment to any of the contractual documents must be requested from the other Party in a sufficiently precise manner and must be made in writing in order to enable the other Party to assess the impact of the requested change on the cost and performance of the Services to be provided. Any amendment to any of the terms of the Contract shall take effect between the Parties only after execution of a written amendment signed by them. Consequently, until such change is recorded in writing, each Party shall continue to act in accordance with the latest accepted version of the Contract.
• however, where the Parties are required to amend existing contractual documents, such documents shall be signed by each Party and shall then be incorporated into the Contract as an amendment thereto. Each new version of a document thus recorded shall cancel and replace the previous one. In all cases, such amendment may only be made by a written amendment signed by each Party.
The Contract reflects the entire agreement existing between the Parties and replaces any other written or oral agreement that may have been entered into between them and that has an identical or similar purpose.
The Parties expressly acknowledge and declare that the Framework Engagement Letter and these General Terms and Conditions must be considered as constituting a global framework agreement relating to the performance of the Assignments, intended to set out their general conditions and characteristics of performance and execution, and which shall be followed, as applicable, by separate Mission Orders intended to define the legal and financial conditions specifically applicable to the performance of all or part of the Assignments accepted by the Service Provider and to the relationship of any nature maintained with the Client.
It is agreed between the Parties that the Framework Engagement Letter and these General Terms and Conditions are added to and coexist with, as applicable, any separate concurrent or future Mission Orders having an identical, similar, related or ancillary purpose, without replacing them, and vice versa.
The Parties agree that the Framework Engagement Letter, these General Terms and Conditions and the Mission Orders constitute legally autonomous and distinct instruments. They shall each apply between the relevant contracting Parties in respect of all their provisions, in accordance with their respective purposes.
Unless there is a general, full and final termination of the Contract at the initiative of the Service Provider and/or the Client, any lapse, termination, nullity or rescission of the Framework Engagement Letter, these General Terms and Conditions and/or any Mission Order, for any reason whatsoever, shall have no effect on the other acts, documents and provisions of the Contract, which shall remain fully valid and in force for their entire duration, it being specified that the clauses intended to survive termination or expiry of the Contract shall remain fully in force for their respective duration.
Any matter not expressly governed by the Framework Engagement Letter and these General Terms and Conditions in relation to the validity, interpretation, performance, termination, consequences and follow-up of any Assignment of the Service Provider shall be governed, where applicable and unless otherwise indicated, by the provisions of each successive Mission Order relating thereto and concerning the performance of one or more Assignments. Conversely, any matter not expressly governed by the successive Mission Orders in relation to the validity, interpretation, performance, termination, consequences and follow-up of the Assignment to which they relate shall be governed in accordance with the provisions of the Framework Engagement Letter and these General Terms and Conditions.
In any event, in the event of any inconsistency, incompatibility or contradiction between any provision of these General Terms and Conditions, the Framework Engagement Letter and the Mission Orders, it is agreed that the provisions of the Mission Orders shall prevail in all circumstances over the provisions of the Framework Engagement Letter, which shall themselves prevail over those of these General Terms and Conditions.
5/ DELIVERY OF SERVICES
The accepted Services are delivered or provided, as applicable, at the Client’s option, either by hand delivery, by post to the address indicated in the Framework Engagement Letter, or by email. The Client may not refuse partial deliveries.
The Service Provider undertakes to use its best efforts to provide the Services under an obligation of means and within the timeframes indicated to the Client, or, failing that, within a reasonable timeframe.
It is expressly agreed between the Parties that any timeframe indicated for the provision of the Services is given for information purposes only and is in no way guaranteed, such timeframe not constituting a strict deadline binding on the Service Provider.
The Service Provider’s liability may in no circumstances be incurred in the event of delay or suspension in the provision of the Assignment attributable to the Client, in the event of force majeure, or in the event of any cause external to the will of the Service Provider.
Upon delivery of the Services, the Client may raise reservations within forty-eight (48) hours. Failing any reservation within the aforementioned forty-eight (48) hour period, the final version of the Service shall be deemed to have been tacitly accepted by the Client.
Without prejudice to Article 13 “Confidentiality” of these General Terms and Conditions, the Client agrees that the Services shall be used only by the persons for whom they are intended and solely for the purposes for which they were prepared. The Client undertakes not to communicate any Service, copy or any other related document or information to any Third Party without the prior written consent of the Service Provider.
The Client releases the Service Provider from any liability towards any Third Party to whom the Services may have been communicated or into whose possession such Third Party may have come without the prior written consent of the Service Provider. The Client accordingly undertakes to personally and directly bear the consequences of any kind arising therefrom and, in parallel, to fully indemnify the Service Provider against any legal, financial or tax consequence that may result from any breach of this provision attributable to the Client, even in part.
In the course of performing the Services, the Service Provider may be required to respond on an informal basis to requests or solicitations made by telephone or during meetings with the Client. Given that such responses may involve an immediate reply to a complex issue for which the Service Provider has not received complete, accurate and relevant information, the Service Provider’s liability shall not be incurred in such circumstances in connection with the provision of any Service. The Client undertakes not to take any decision or action on the basis of such a response unless it has been confirmed in writing by the Service Provider.
The Service Provider may communicate to and submit to the Client draft documents of any kind (letters, reports or any other documents). Such drafts shall not constitute the Service Provider’s final opinion or conclusions, which shall only be included in a final report. The Client releases the Service Provider from any liability and undertakes to fully indemnify it against any legal, financial or tax consequence that may result from any decision or failure to take a decision based on such drafts.
In the event of any change in the applicable law or in the professional standards applicable to the Service Provider that renders the performance of all or part of the Assignments impossible, more difficult or more costly, the Parties shall negotiate in good faith the conditions under which the Services will be performed by the Service Provider.
For the purposes of performing any Assignment falling within the scope of the Regulated Activities, the Client declares that it is fully informed and accepts that their performance is always subject to the following cumulative conditions, namely (i) the obtaining and maintenance of any licence, authorisation or prior declaration of a legal, administrative, ministerial or regulatory nature, under French or foreign law, and (ii) compliance with any mandatory and specifically applicable sectoral standard, legislation or regulation.
6/ OBLIGATIONS OF THE SERVICE PROVIDER
The Service Provider shall implement, under an obligation of means, all human, technical and intellectual resources at its disposal in order to carry out the Assignment entrusted to it by the Client in accordance with the instructions provided by the Client and under the conditions agreed with the Client under the Contract. The Services provided by the Service Provider in the context of the Assignment entrusted to it are based on its best analysis of the facts, information and documents brought to its knowledge or made available to it by the Client as at the date of such Services.
The Service Provider undertakes that the quality of its Services shall comply with the provisions of the Contract and with current professional practices, and shall be based on its understanding of the applicable law, case law and regulations as at the date on which the Services are provided, taking into account the information and documents communicated by the Client for the purposes of providing the Services.
The Service Provider is subject to a general obligation of means in the performance of the Contract.
Any obligation of result is excluded from the Contract between the Parties.
The Service Provider acts under the Contract as an independent service provider, and nothing in the Contract or in the relationship between the Parties shall be construed as establishing any relationship of subordination or partnership between the Client and the Service Provider or the latter’s personnel. The Parties expressly agree that the personnel of each Party shall, in all circumstances, remain under the hierarchical and disciplinary authority of that Party. The Service Provider shall remain free to allocate the personnel necessary for the performance of the Contract, it being understood that such personnel of the Service Provider shall at all times remain under the hierarchical and disciplinary authority of the Service Provider, which shall, in its capacity as employer, be responsible for the administrative, accounting and social management of such personnel involved in the performance of the Contract.
The Service Provider undertakes to comply with the obligations of secrecy and confidentiality incumbent upon it under the Contract and the applicable law.
Subject to the provisions of any Mission Order and to mandatory and public policy legal or regulatory provisions applicable to the Contract, it is expressly agreed that the Service Provider owes the Client no obligation other than those expressly imposed upon it under the terms of the Contract.
Under the same conditions, the Service Provider grants the Client, in respect of the Services, no warranty other than those imposed upon it by mandatory and public policy legal or regulatory provisions under the law applicable to the relationship established between the Client and the Service Provider, as applicable, pursuant to the Framework Engagement Letter and/or the Mission Order.
7/ CLIENT’S OBLIGATIONS
The Client undertakes to make available to the Service Provider all information and documentation necessary to enable the Service Provider to perform the Services for which it is responsible, and guarantees to the Service Provider the honesty, precision, truthfulness, accuracy and completeness of the information and documents communicated to the Service Provider during the term of the Contract.
The Client undertakes to cooperate in good faith with the Service Provider so as to enable the latter to perform all Services for which it is responsible under appropriate conditions and to comply with all applicable legal and regulatory obligations under the laws of the State in whose territory it has its registered office or in which it is required to provide all or part of the Services, in particular by providing all useful information and by responding within a reasonable timeframe to the questions raised by the Service Provider.
The Client undertakes to inform the Service Provider of any change in its legal and/or financial situation which may affect the conditions for the performance of the Service Provider’s Assignments or the fees due under the Contract.
The Client undertakes to make the payments due in respect of the Services performed by the Service Provider in accordance with the timeframes and conditions defined in the Contract.
Where the Client appoints a Third Party to provide services likely to affect the performance of the Service Provider’s Services, the Client undertakes to assume responsibility for managing such Third Party and for the quality of the goods and services likely to be provided by it.
It is reiterated that the Client remains, in all circumstances, the sole decision-maker as to the appropriateness, subject matter, purpose, conditions and terms of the contracts entered into with a Third Party for the provision of services likely to affect the performance of the Service Provider’s Services. Such contracts are entered into at the Client’s sole risk and expense, and the Client alone assumes all liability and consequences arising therefrom. The Client also declares that it shall deal, as a matter of its own responsibility and without recourse against the Service Provider, with any tax, legal or financial consequences relating to the validity, interpretation, effectiveness and performance or non-performance of any contracts entered into by it with any Third Party. The Client shall therefore be solely responsible for complying with the contractual obligations thus undertaken, and the Service Provider may never be concerned or held liable in respect of the performance, non-performance or improper performance of the contract(s) entered into by the Client with a Third Party, whether due to the Client or the Third Party counterparty.
The Client undertakes, as essential obligations, to comply with all other undertakings binding upon it under the Contract.
8/ FINANCIAL TERMS
8.1. Fees
The various Services defined under the Contract shall be performed in consideration of the payment of fees exclusive of disbursements, determined in agreement with the Client.
Fees shall be stated in euros and shall include all Services referred to in the Contract.
In consideration for the provision of its Services, the Service Provider receives fees determined:
• at an hourly rate;
• recorded on a daily basis and invoiced to the Client monthly for payment.
The Mission Order may also provide, in addition to the hourly rate and/or in replacement thereof, for a fee:
• on a fixed-fee basis;
• as an agreed percentage of any amount saved, secured or recovered thanks to our assistance; or
• at an hourly rate derogating from the fee schedule.
8.1.1. Hourly rates
The hourly rates recorded and invoiced by default by the Service Provider as from the signature of the Framework Engagement Letter are as follows:
Nature of the Assignment : hourly Rate
Administrative follow-up : €90.00 excl. VAT
Coordination of professionals involved in your wealth : €150.00 excl. VAT
Wealth-related advice : €250.00 excl. VAT
Strategic advice relating to your wealth :€400.00 excl. VAT
These hourly rates shall apply in particular to the provision of the Services, unless expressly derogated from by a Mission Order. Hourly billing is applied in indivisible fifteen-minute increments. Fees at the hourly rate are due on the date of signature of the Framework Engagement Letter.
These hourly rates shall be reviewed annually, in the first month of each year, by publication of the updated General Terms and Conditions on the Service Provider’s website and notified to the Client by email.
8.1.2. Fixed fee
The applicable fixed fees are those stated in the Mission Order. No discount, rebate or refund shall be granted to the Client. The fees are firm and final and stated in euros (€), excluding VAT. The Client declares that it is fully informed and accepts that the fee stated in the Mission Order covers only the Services specified in such Mission Order, it being understood that all other Services remain payable at the hourly rate. The fixed fee is due on the date the Services are taken on.
8.1.3. Success fee
The success fee is a commission indexed to all amounts awarded, saved, secured or recovered for the benefit of the Client thanks to the Service Provider’s total or partial intervention.
The success fee is due in accordance with the conditions and terms specified in the Mission Order, in particular, but not limited to, as soon as the decision to be made becomes enforceable, or on the date of signature of a settlement or any other form of agreement terminating the proceedings.
Where, for any reason whatsoever, the Service Provider has been unable to carry out its Assignment up to the achievement of the contemplated result, the Service Provider shall receive, in lieu of the success fee, fees at the hourly rate, regardless of the outcome of the transaction or procedure concerned.
8.1.4. Taxes
Where applicable, fees shall be increased by value added tax (“VAT”) at the rate in force.
8.1.5. Disbursements – case and administrative expenses
Fees do not include costs and disbursements paid for the purposes of performing the Assignment. They are invoiced in addition to fees, at their actual cost and without margin, and are detailed in the invoices issued by the Service Provider. Unless the Client has given its express prior consent, no significant advance of costs and disbursements shall be made on the Client’s behalf (including, in particular, expert fees, bailiff fees, registration or transfer duties, signature authentication, apostille or legalisation, etc.).
In addition, certain Assignments may entail travel which may not have been mentioned in the Framework Engagement Letter.
Accordingly, all costs not expressly included in the fees referred to above, incurred by the Service Provider and arising from the performance of the Services, shall be re-invoiced to the Client, who accepts them in full and without reservation under these General Terms and Conditions.
The costs, disbursements and other travel or accommodation expenses incurred by the Service Provider in performing the Assignments may, as applicable, be subject to VAT where VAT is applicable.
The Client declares that it is fully informed and accepts that, in addition to the Service Provider’s fees, the onboarding of the Client, the management, filing, collection of information, updating and retention of its file shall give rise to the payment of fixed case and administrative fees invoiced upon signature of the Framework Engagement Letter and then once (1) per calendar year during the relationship with the Client.
The amount and payment terms of these fixed case and administrative fees are indicated in the Framework Engagement Letter.
8.2. Invoicing – Payment
8.2.1. Retainer
Upon signature of the Framework Engagement Letter and/or a Mission Order, the Service Provider shall send an advance request in respect of the costs and fees to be incurred by the Service Provider in connection with the requested Assignments.
The amount and payment terms of such retainer are indicated in the Framework Engagement Letter.
8.2.2. Advance payment
Upon signature of a Mission Order, the Service Provider shall send the Client an advance invoice corresponding to fifty per cent (50.00%) of the amount of the fees indicated and/or estimated. The amount and payment terms of the advance payment are indicated in the Framework Engagement Letter. Bank charges relating to payment of the advance payment are entirely borne by the Client.
8.2.3. Payment terms
Fees, costs and disbursements are invoiced periodically. They are payable in full upon receipt of the invoice, by direct debit mandate or by bank transfer to the details shown at the bottom of the invoice. Bank charges relating to payment are entirely borne by the Client.
The Client agrees to receive invoices electronically.
8.2.4. Late payment
In accordance with the applicable regulations and these General Terms and Conditions, any fee due in respect of the provision of the ordered Services is payable in accordance with the forms and timeframes set out herein, as specified on the invoice sent to the Client.
In the event of late payment of any amount due by the Client on the due date or beyond the prescribed period as shown on the invoice sent to the Client, the Client shall, without prejudice to the application of any penalties, be liable for late-payment interest on the VAT-inclusive amount of the sum due, at a rate equal to three (3) times the annual statutory interest rate as published in the Journal Officiel. Such interest shall accrue automatically and as of right to the Service Provider, without any formality or prior formal notice.
In the event of non-payment or late payment, the Service Provider may, without delay and at its discretion:
• continue to provide the Services, it being specified that the hours spent by the Service Provider in providing the Assignments performed in the event of the Client’s late payment shall be added to and cumulated with the fees already due by the Client, in addition to any late-payment interest applicable under this clause; or
• suspend or cease the performance of the Services, whether accepted or not, under the conditions provided for by the applicable law and detailed below, without notice or other formality, until effective receipt of all fees and sums due by the Client under the Contract, such suspension or cessation by the Service Provider not being deemed wrongful or attributable to it. It may also, under the same conditions, suspend performance of its other obligations under the Contract.
The calculation of such late-payment interest shall begin on the day following receipt of the invoice and shall end on the date on which the amount due is paid, including all accumulated late-payment interest, by the Client’s bank. Such interest shall be calculated on a daily basis. Such interest shall be payable upon receipt of a specific invoice issued by the Service Provider and payable upon receipt of the corresponding email.
Such late-payment interest shall be due by the Client to the Service Provider without prejudice to the Service Provider’s right to seek reimbursement from the Client of any costs, duties, taxes and amounts incurred for the recovery of its claim or its right to bring liability proceedings against the Client to seek an award of damages, specific performance of any undertaking by the Client, as well as the cessation of any manifestly unlawful disturbance.
As a guarantee, the Service Provider reserves the right to require the Client to pay any sum due but not yet payable, as well as to put in place any guarantee, security or other personal undertaking deemed necessary by the Service Provider as security for its rights.
No set-off of any kind may take place or be claimed by the Client between the sums owed by it and any sum potentially owed, conversely, by the Service Provider.
8.2.5. Non-payment
The agreed payment dates may not be deferred for any reason whatsoever, including in the event of a dispute. Any sum not paid when due shall give rise, as of right and without formal notice, to the application of late-payment penalties calculated at a rate equal to three (3) times the statutory interest rate, without such penalty affecting the enforceability of the principal sums due.
In addition, any late payment shall result in:
• invoicing of a fixed recovery costs indemnity to the defaulting Client in the amount of forty euros (€40.00) for each invoice not paid when due, it being specified that where the amicable and/or judicial recovery costs (including, without limitation, all court costs, procedural costs, lawyers’ and advisers’ fees, judicial officers’ fees, as well as all costs, duties and expenses for drafting and sending instruments) actually incurred by the Service Provider exceed the amount of the aforementioned fixed indemnity, the Service Provider may require the Client to pay additional compensation, provided that the Service Provider can evidence such costs;
• immediate payment of all remaining sums due, whatever the agreed timeframes, increased by an indemnity of twenty per cent (20.00%) of the amount by way of a penalty clause; and
• the possibility for the Service Provider to terminate the Contract unilaterally at the Client’s sole fault.
In addition, fifteen (15) calendar days (including Saturdays and Sundays) after receipt by the Client of a formal notice remaining without effect requiring it to pay the fees due, the Client undertakes not to use the Service for any purpose whatsoever. In the event of breach of this provision by the Client, the Client shall as of right be liable to the Service Provider for a separate fixed indemnity of ten thousand euros (€10,000.00), without prejudice to any other interest and penalties due to the Service Provider under these General Terms and Conditions.
This penalty clause constitutes a minimum fixed amount, which shall avoid affecting the Service Provider’s right to obtain compensation for the entire loss suffered by it where such loss exceeds the fixed amount of the above penalty clause and/or to bring any legal action to put an end to any disturbance or action that is manifestly unlawful or in breach of the above undertakings (without prejudice to the right to seek an injunction, specific performance or any other interim measure in the event of established non-performance or threatened non-performance of the provisions of the Contract).