De Gaulle Fleurance Geneva General Terms and Conditions 2025
1. Subject
a) These general terms and conditions (the “General Terms and Conditions“) apply to the services provided by our Firm to the Client and prevail over any general terms and conditions of purchase. In the event of any contradiction between these General Conditions and any special conditions or agreements agreed between the Client and our Company, the special conditions or agreements shall prevail.
2. Definition
a) In these General Terms and Conditions, the following expressions, preceded by a capital letter, have the meaning given to them below:
b) “Agreement” means the agreement, relating to the provision of Services entered into between our Firm and the Client for the purposes of the Engagement, which results from these General Conditions as well as from the special conditions set out in any Engagement letter, in any physical or electronic document agreed between the same parties or on the occasion of any written or oral request or instruction made by the Client.
c) The term “Client” or “you” refers to you or any client entity (or entities) over which you may have control.
d) The term “Firm” or “we” or “us” refers to the lawyers of the Firm, its directors, shareholders, employees, agents, partners (including other foreign offices operating under the “De Gaulle Fleurance” brand) and successors.
e)“Engagement” means the provision of legal services (the “Services”) by our Firm to the Client pursuant to any Agreement.
3. Conclusion and Scope of the Engagement
a) The Engagement and its scope are defined in the Agreement. Any Services rendered by our Law Firm are subject to the Agreement and in the event that we have commenced our services, the Client is thereby deemed to have accepted the terms and conditions of the Agreement (including these General Conditions) which the Client has had the opportunity to consult on the following link which has been brought to the Customer’s attention beforehand.
b) Our services relating to the Mission are provided on the basis of the regulations (including case law) in force at the date they are provided. Any subsequent change in the law (including case law) may therefore affect their conclusions. Unless we have expressly agreed otherwise, we are not obliged to update our advice in the light of subsequent changes in the law.
4.Resources
a) Only the partners validly bind the firm for legal advice and acts.
b) To carry out the assignment, our firm decides on the resources to be allocated (partners, associates or lawyers) based on our assessment of the expertise required and the tasks to be carried out within the given timeframe.
c) The Client hereby instructs the Firm to share any information, even of a confidential nature, necessary for the handling of his case, with any lawyer or colleague from another De Gaulle Fleurance office, even if located abroad, or any other corresponding law firm in particular.
d) If, for the purposes of the Engagement, the Client has instructed, or has asked us to instruct, any service provider other than our Firm to provide any service (other than the Services relating to our Engagement), the Client shall be solely responsible for the payment of the sums due to such service provider (such as fees, costs, disbursements, VAT and interest for late payment), it being specified that our Firm hereby expressly excludes any undertaking to del credere in favour of service providers or subcontractors appointed for the Client’s needs. Our firm shall not be liable for the acts, errors or omissions of any third party service provider.
5. Provisions
For specific projects or in general, we may ask you to pay a deposit when a case is opened. The advance payments you make enable us to process your claim without delay. If the advance payment exceeds the amount due and required by your final invoice, this amount will be reimbursed. You acknowledge that the total fees and costs may exceed the advance paid. We may ask you to pay a retainer for travel costs and time associated with services and travel.
6. Fees
a) Unless otherwise agreed in writing, our fees are based on the time spent by our lawyers in carrying out the work required. Hourly rates are regularly adjusted for the future, once a year at the most. We will bill you in units of 15 minutes rounded up to the nearest tenth. In accordance with current regulations, all our fees are increased by the applicable VAT.
b) If the Customer considers that they have not been informed of the hourly rates applicable on the date of the services, it is their responsibility to request in writing that they be informed again.
c) In the course of their work, the Client’s statutory auditors may send our Company written requests for information on the matters for which we are assisting them. The time our Company spends responding to such requests for information (either directly to the Client or to the statutory auditors, depending on the situation) will be invoiced on a time-spent basis, when the cases concerned by these requests require developments that go beyond the simple provision of unpaid invoices and current fees.
d) Any new use of our services after that invoice(s) has/have been previously sent to a client implies the full acceptance of this / these invoice(s) by the client if the latter cannot prove he has, in the meantime, expressly challenged in written with us the invoice(s) already received. Any invoice that has not been challenged, by written, within 20 days after it has been sent to the client is deemed as fully approved by the client.
e) Any estimate or budget of fees communicated to the Client for the purposes of the Engagement has the value of an estimate only, based on our knowledge of the conditions and scope of the Engagement and our assessment of the amount of work required to complete the Engagement at the date on which the estimate is proposed. Unless otherwise agreed in the Special Terms and Conditions, such an estimate or budget should therefore never be regarded as definitive, nor as constituting a ceiling on our fees.
7. Expenses
a) You will pay the expenses we incur on your behalf including, for example, administrative filing fees, copies, courier and delivery services, express mail, stamps, telephone calls, travel, staff overtime and computer legal research costs. You are responsible for paying any bank charges for transferring funds, which reduce the amount that we collect, as well as all maintenance fees, taxes, annuities and any other fees associated with your organisation or transactions. We are not obliged to prepay or pay your expenses except as expressly agreed in Appendix A (Scope of Services).
b) All invoices for fees will be subject to a flat fee of 3.5% of the amount of fees due, which rate may be adjusted up to a maximum of once per year.
8. Invoicing procedures
We will send our invoices in PDF format and by e-mail to your manager(s) listed on the signature page. Any time spent and costs not allocated to your file at the time an interim invoice is submitted will appear on the next interim or final invoice.
9. Payment and late fees
a) Our fees are due and payable on receipt. If we have not received payment within 20 days of the date of the invoice, the amount due will then be increased at the annual rate of 5% simple interest running from the date of the invoice to the day of payment without the need for prior formal notice; you authorise us to use the advance.
b) Our invoices are payable in the currency in which they are denominated.
c) In the event of late payment, we reserve the right to suspend, without further formality, the performance of the Services relating to the Assignment for which the unpaid invoice was issued and more generally any service in progress, the Client acknowledging that in such a case, such an interruption cannot expose the Firm to liability.
d) Our invoices are payable net of any withholding or deduction relating to any duties or taxes. Whenever the Client is legally obliged to withhold or deduct the corresponding tax, the amount of each invoice will then be deemed to be increased accordingly, so that after any withholding or deduction, our Firm receives a net sum equal to the amount of the invoice.
e) In the event that we accept that all or part of the fees, costs, disbursements and other charges (including VAT), which would normally be payable by the Client, are borne and paid by another person, the Client shall remain liable to our firm for the payment of such fees, costs and disbursements (including VAT), and our firm shall be entitled to demand immediate payment from the Client if such other person fails to pay within the contractually agreed period. In the event of cross-border services for which the VAT due locally in the country in which the Client is established is not invoiced, the Client acknowledges that he/she remains liable and undertakes to pay it to the relevant tax authority in accordance with the regulations in force.
f) When our Firm is required to hold a sum of money on behalf of the Client, for whatever reason, this sum will, in accordance with the applicable regulations, either (i) be deposited in an account opened with any bank or third party organisation authorised by law to receive such funds (e.g. CARPA for legal services subject to French law). Our Firm accepts no liability for any direct loss of the deposit or resulting from such deposit, for whatever reason, including in the event of default by the depositary.
g) In the event that time (spent on the Assignment by our professionals), costs and disbursements are recorded in our information systems after the period in which they were spent or incurred, they will then be included in the invoice for the following period or will be invoiced separately. Whenever the costs or disbursements are of such an amount that we consider it appropriate that they be reimbursed to us prior to the issue of our invoice or fee agreement, we are authorised to issue a separate invoice in respect of such costs and disbursements incurred on behalf of the Client.
10. Communication
a) Unless otherwise stated, we communicate with the Client in writing, whether by e-mail or other electronic means. An electronic communication, whether or not bearing a handwritten signature, must be considered an original document. Information sent by these means may not be totally secure. The Customer undertakes not to take any action against us if the confidentiality of any message sent by us by these means is compromised.
b) Our Company is authorised to rely on the information provided by the Customer or by the persons indicated by the Customer, without having to carry out any verification whatsoever, and to consider this information to be accurate. The Customer warrants to our Office that the information made available to us has been regularly obtained and that it has been regularly communicated to us.
c) Our Firm uses filtering software to reduce the receipt of unwanted electronic communications and the introduction of viruses into our systems. Where there is thus a risk of our professional correspondence being filtered, the Client will check under his own responsibility whether our Company has received any electronic communication and will systematically confirm important communications by telephone, post or any other means of communication.
d) Our firm collects and processes the personal data of our contacts (clients, prospects, partners, candidates, etc.) in order to carry out the assignments they entrust to us, to monitor our relationship with them, to send them professional information directly or via our partners and to invite them to events organised by or with the agreement of the firm. This processing is carried out in compliance with the applicable data protection regulations (RGPD or equivalent regulations). All new contacts are invited to consult this charter when entering their data in our marketing database.
Any person whose personal data is collected and processed by our Study :
- has rights (access, rectification, etc.) which they may exercise in accordance with the procedures described in the Personal Data Protection Charter ;
- may also, for legitimate reasons, object to the processing of data concerning them.
11. Withdrawal : cancellation and abandonment
a) Although the Law Firm wishes this Contract to continue until its purpose has been fulfilled, you may terminate it at any time. Similarly, the Practice reserves the right to terminate the work and withdraw from the matter if you fail to comply with your obligations under this Agreement. In addition, the firm may decide to stop representing you with your consent or where there is a legitimate reason for doing so (such as compliance). A legitimate reason includes any action you have taken or may have taken that would make continued representation unlawful or unethical. Upon termination, all fees become immediately payable. At the time of termination, we will participate in the transition (including the cessation of our advisory functions) at our current hourly rates and possibly after payment of an adequate financial provision. It is agreed between the parties that any provisions or fees, whatever their respective nature, which would have been payable up to and including the next instalment provided for in the contract will then remain definitively due.
12.Keeping your files
Once the case for which you have engaged us has been closed, you may request the return of any documents that may have been provided.
13. Advertising/Confidentiality and relationship with other customers
a) The terms and conditions of this Agreement are confidential commercial information and may not be disclosed unless in connection with our agreed dispute resolution procedures. Without our prior written consent, you may not mention or refer to any part of our written services in any registration statement, prospectus, public filing, loan agreement or other agreement or document.
b) Subject to information already in the public domain, we will treat as confidential all information made available to our Company relating to the Client, and we undertake not to disclose it except with the consent of the Client (subject to the rules of practice specific to each regulated profession), or to the relevant public authorities where we are required to do so by the applicable regulations. Unless specifically prohibited by each regulated profession, we are nevertheless authorised to outsource word processing, photocopying, translation or other services. Similarly, and subject to the rules of practice specific to each regulated profession, the Client is deemed to have authorised our Company to disclose any relevant aspect of the matters entrusted to us to its other professional advisers and service providers and within the Firm.
c) It may happen that we are mandated by other clients, past or future, with interests opposed to those of the Client. Our firm remains free, notwithstanding its involvement alongside the Client in the context of the Engagement, to advise any current or future client or any person whose interests may be contrary to those of the Client (including in the context of legal representation, arbitration or mediation), in compliance with the laws and regulations applicable to each regulated profession.
14. Documentation
a) The Client is free to use and copy (for his own use only) all documents created by our Firm in the course of the Engagement, it being understood that all intellectual property rights in the documents and deeds, as well as all original ideas created by our Firm in the course of the Engagement, remain our property and must be kept confidential by the Client. We may use any documents, whether created by us or by third parties, for research purposes or to advise our clients, provided that we do not breach our duty of confidentiality to the Client. This documentation may be stored on paper or electronically.
b) With the exception of authentic instruments kept in accordance with the applicable legal and professional rules, we keep all our files for a minimum of 5 years from the date of completion of the work (or the date of the judgment) in legal matters or 30 years from the date of completion of the work in all other cases. After this period, our firm may destroy its files unless it is required to do so by law.
15. Compliance and regulations
a) In order to comply with the regulations applicable to the source of funds and the verification of the identity of our clients, our compliance department may ask the Client questions relating to the source of the funds used and the identity of the beneficial owners. The Customer agrees to respond to the requests of our compliance department and undertakes not to omit the existence of any element or fact that is necessary or useful in order to comply with the rules that apply to our profession.
b) Lawyers and notaries are required to file a suspicious transaction report whenever they become aware of, or suspect, certain criminal activities in the course of their work on behalf of their clients. In such circumstances, they are obliged to report suspicions directly, possibly without even having the legal possibility of informing the client, to the competent authorities and/or the representative of the supervisory authority or their professional association, as the case may be, who will determine whether the transaction must be notified to the competent authorities. Our Firm shall not be liable to the Customer for any loss or damage that the Customer may suffer or incur as a result of our statement.
c) Our firm only provides legal and tax advice for the benefit of the Client and cannot be held responsible for aspects other than legal and tax advice relating to an Engagement. In particular, we do not give any advice as to the advisability of an investment transaction, and nothing we say or do should be construed by the Client as an invitation or inducement to carry out such an investment transaction. The firm cannot be held liable for any figures or advice given.
d) Any person whose financial instruments are admitted to trading on a regulated market or are the subject of an application for admission to trading on such a market is required to draw up a list of persons who have access to inside information relating directly or indirectly to the issuer and of third parties who have access to such information in the course of their business activities with the issuer (an insider list). We are also required to draw up and maintain an insider list if we have access to inside information within the meaning of stock market regulations concerning an issuer and, where applicable, to communicate it to the supervisory authorities if they so request.
16. Places where we practise law
We are authorized to practice law in the jurisdictions of the countries where the offices operating under the “De Gaulle Fleurance” brand are located, with the assistance of local lawyers if necessary.
17. Disputes, arbitration and waiver of professional secrecy
a) Invoicing and other disputes: If the fees invoiced are unclear, the Client may request clarification at any time, which will be provided at no extra charge. If a fee has not been properly invoiced, the Firm will rectify the error when a notice to this effect is sent to the Client. In the event that a dispute arises between the Firm and the Client which cannot be resolved within 20 days of the date of the invoice or in respect of any other matter (but not including a claim for malpractice), the Firm and the Client agree that the dispute shall be submitted to the official “Commission on lawyers’ fees” of the Canton of Geneva or any other local body designated by law in the event that the aforementioned Commission does not have jurisdiction; or, subject to an agreement between You and the Law Firm, to arbitration proceedings without the possibility of lodging an appeal which, in this case, will be final and binding on each of the parties.
b) Disputes arising from professional negligence: Any dispute arising between the Firm and the Client in relation to any claim arising from professional negligence will be subject to the jurisdiction of the Swiss courts and to Swiss law. The limit of our contractual or tortious liability for any reason whatsoever is set at 5 times the amount of the fees excluding VAT of the invoice relating to the services for which professional liability is claimed.
c) Arbitration fees and expenses; waiver: If the chosen method of resolution is arbitration, the fees to be paid must be equitably divided between the Firm and the Client, subject to the allocation made by the arbitrator. The arbitrator(s) may, at their discretion, make an order as to the costs of the arbitration, which shall include fees and expenses and which shall be paid to the successful party or its agents.
d) Waiver of professional secrecy: The Client releases the Firm in advance from its professional secrecy in respect of any lawsuit or proceedings brought by the Firm to recover its costs, disbursements, advances and fees.
18. Amendements
We and you may mutually, and subject to the agreement of the other party, decide to amend this Contract by e-mail, fax or post. Verbal amendements are not permitted.
19. Severability
If any term or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the parties agree to treat the remaining part of this Agreement as effective and to make fair and adequate adjustments to give effect to the stated intention to the maximum extent permitted by law.
20. Entire Agreement
This Agreement contains the entire agreement and understanding of the parties and supersedes all previous agreements relating to the same subject matter. The parties shall not be bound by any other agreement, representation or undertaking made on or before the effective date of this Agreement.
21. Electronic signature
The parties agree, for the purposes of entering into this Agreement, to accept as original signatures the electronic, facsimile, scanned and copied signatures of their respective authorised representatives and also agree to accept electronic, facsimile, copied, scanned and printed versions of this Agreement fully executed and/or entered into as if it were an original.
22. Jurisdiction
Notwithstanding any provision to the contrary, the parties submit any dispute arising out of or in connection with this agreement to Swiss law and choose as the competent courts those of the Republic and Canton of Geneva, unless the mandatory application of the forum of another jurisdiction or the Law Firm’s choice to bring the case before another jurisdiction, in particular that of the client’s place of business, applies.