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© 2026 Fisogest S.A. | Privacy Notice (FR|DE) | Conditions générales de vente | General Terms & Conditions | Allgemeinen Geschäftsbedingungen

© 2026 MGI GROUPE FIDUCIAIRE Luxembourg S.à r.l. | Privacy Notice (FR|DE) | Conditions générales de vente | General Terms & Conditions | Allgemeinen Geschäftsbedingungen

MGI Worldwide is a leading international network of separate and independent accounting, legal and consulting firms that are licensed to use “MGI” or “member of MGI Worldwide” in connection with the provision of professional services to their clients. MGI Worldwide is the brand name referring to a group of members of MGI-CPAAI, a company limited by guarantee and registered in the Isle of Man with registration number 013238V, who choose to associate as a network as defined in IFAC (IESBA) and EU rules. MGI Worldwide itself is a non-practising entity and does not provide professional services to clients. Services are provided by the member firms of MGI Worldwide. MGI Worldwide and its member firms are not agents of, and do not obligate, one another and are not liable for one another’s acts or omissions.

GENERAL TERMS AND CONDITIONS OF SALE

(Hereinafter, the “General Terms and Conditions”)

 

1. Qualification and Definition of an Assignment

These General Terms and Conditions apply to all service proposals, commercial and contractual relationships, sales and engagement letters entered into between FISOGEST S.A., a public limited company (société anonyme), incorporated and having its registered office at 681, rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg (hereinafter “FISOGEST S.A.”), and the client, whether a natural or legal person (hereinafter the “Client”), as well as to all assignments accepted by the latter, to the exclusion of mandates as director / manager / statutory auditor of companies governed by Luxembourg law.

The Client’s general terms and conditions, if any, shall in no way be binding upon FISOGEST S.A.

For the purposes of the performance of these General Terms and Conditions, FISOGEST S.A. and the Client are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

The scope of FISOGEST S.A.’s assignment vis-à-vis the Client is strictly limited to what is provided for in the engagement letter concluded between the Parties.

The Parties expressly acknowledge that the services provided by FISOGEST S.A. exclusively consist of non-regulated administrative, organisational, financial, tax, social and/or accounting support services.

Nothing in these General Terms and Conditions, nor in the engagement letter, shall be construed as constituting an accounting expertise assignment executed by a Chartered Accountant  (“Expert-Comptable”), a statutory audit or an audit engagement within the meaning of Luxembourg law.

Should any provision of these General Terms and Conditions become void or illegal due to circumstances, the remaining provisions shall remain applicable insofar as this is still possible.

These General Terms and Conditions, together with the Privacy and Personal Data Protection Charter, are expressly referred to in the engagement letter entered between the Parties and are made available to the Client on the website of FISOGEST S.A., where they may be freely consulted.

 

2. Duration of an assignment

Assignments are entrusted to FISOGEST S.A. by the Client for a period of one (1) year. They are automatically renewed annually by tacit renewal, unless terminated by one of the Parties with at least two (2) months’ notice prior to the anniversary date of the signature of these General Terms and Conditions, by registered letter with acknowledgement of receipt sent by post to the other Party, or by hand-delivered letter countersigned by the other Party.

The Client may interrupt an ongoing assignment only after having informed FISOGEST S.A. in one of the two forms specified above, subject to a minimum notice period of one (1) month and subject to settlement of all invoices and, where applicable, advance invoices, statements, breakdowns, reports and expense notes (the “Invoices”) due to FISOGEST S.A. for work already performed up to the effective date of termination.

Any termination, for whatever reason, shall have no retroactive effect and shall not affect rights and obligations arising prior to its effective date.

FISOGEST S.A. reserves the right, prior to any termination, to temporarily or permanently suspend all or part of the performance of the assignment in the event of a breach by the Client of its contractual, legal or regulatory obligations, without such suspension giving rise to any liability on its part.

In the event of a breach by one Party of its obligations under the engagement letter, the other Party may terminate the engagement letter with immediate effect by registered letter with acknowledgement of receipt, if the defaulting Party has failed to remedy the breach in question, or if it cannot be remedied, within thirty (30) days of receipt of a notice describing such breach. In the event of gross misconduct by the Client, FISOGEST S.A. may terminate the engagement letter with immediate effect without requiring prior regularisation of the situation giving rise to the termination decision.

3. Anti-money laundering and counter-terrorist financing (AML/CTF)

The Client acknowledges that FISOGEST S.A. is subject to laws and regulations relating to the fight against money laundering and terrorist financing and is therefore required, in particular, to identify and verify the identity of its client(s), their legal and tax status and, where applicable, their beneficial owner(s), to obtain information on the purpose and nature of the business relationship, the origin of funds, and to carry out ongoing monitoring of the business relationship.

The Client acknowledges that the above-mentioned laws and regulations require FISOGEST S.A., under certain conditions, to report any suspicious activity to the competent Luxembourg authorities. If FISOGEST S.A. has such suspicion, its reporting obligation to the competent authorities shall prevail notwithstanding any confidentiality obligation. FISOGEST S.A. shall not be liable for any loss that may result from such disclosure to the competent authorities or from the consequences thereof.

Any refusal, delay, omission or communication of inaccurate or incomplete information by the Client in the context of AML/CTF obligations may justify, at the sole discretion of FISOGEST S.A., the immediate suspension or termination of the assignment, without any compensation whatsoever being due to the Client.

4. Obligations of FISOGEST S.A.

FISOGEST S.A. shall perform the assignment entrusted to it in accordance with the laws, regulations and case law applicable in the Grand Duchy of Luxembourg.

FISOGEST S.A. shall use reasonable skill, care and diligence in the performance of its services based on the information provided by the Client. Under no circumstances shall FISOGEST S.A. be subject to an obligation of result.

Any deadlines communicated by FISOGEST S.A. are provided for indicative purposes only and do not constitute firm contractual commitments.

FISOGEST S.A. may be assisted by collaborators of its choice. It determines how and by whom the services described in the engagement letter are performed.

Upon completion of its assignment, FISOGEST S.A. shall return the original documents entrusted to it by the Client for the performance of the assignment, unless the right of retention provided for in Article 9 of these General Terms and Conditions applies or the Client requests FISOGEST S.A. to retain them. Once its assignment has been completed, FISOGEST S.A. assumes no obligation to inform the Client of any subsequent changes in the legislation or regulations applicable to the assignment, nor to inform the Client of the possible consequences of such changes on the assignment or its results.

5. Obligations of the Client

The Client shall refrain from any act likely to adversely affect the financial situation, independence or reputation of FISOGEST S.A., its affiliated companies, directors, employees or partners.

The Client undertakes, throughout the duration of the assignment and for a period of twelve (12) months following its termination, which may be extended to twenty-four (24) months in the event of proven and intentional breach, regardless of the cause, not to solicit, hire or engage, directly or indirectly, any employee, collaborator or executive of FISOGEST S.A., including by offering them assignments to be carried out for their own account, without the prior written consent of FISOGEST S.A.

The Client further undertakes:

    • To provide FISOGEST S.A., in due time, with all data, documents and information, including the identification and capacity(ies) of the contact person(s), necessary for the performance of the assignment and for compliance by FISOGEST S.A. with its legal and regulatory obligations, in particular in relation to AML/CTF. FISOGEST S.A. is not required to verify the completeness, accuracy or reliability of documents and information provided by the Client;
    • To inform FISOGEST S.A. of any important or exceptional event and of any commitment likely to have any impact on the performance of the assignment or on its financial position;
    • To confirm in writing, if requested by FISOGEST S.A., that the documents, information and explanations provided are adequate and complete;
    • To take all measures required by applicable legislation to retain original supporting documents;
    • To take all necessary measures to ensure the protection of personal data in accordance with the General Data Protection Regulation (“GDPR”) and to guarantee their retention and integrity (see Article 11 and the latest version of our “Privacy Policy” available on our website).

Any mission reports or professional opinions prepared by FISOGEST S.A. may not be communicated by the Client to third parties without the prior written consent of FISOGEST S.A., unless the assignment itself implies authorisation to communicate such documents to specific third parties.

This prohibition applies during the term of the assignment and for a period of twelve (12) months following its termination.

6. Liability of FISOGEST S.A.

Any event likely to give rise to liability on the part of FISOGEST S.A. must be notified to FISOGEST S.A. in writing without delay by the Client.

The civil liability of FISOGEST S.A. may only be incurred vis-à-vis the Client as a result of faulty performance of its assignment and provided that the causal link between the alleged fault and the damage suffered is finally established by a court of last instance. Compensation for indirect damage is excluded.

The Client undertakes to hold FISOGEST S.A. harmless from any liability claim brought against FISOGEST S.A. and from any judgment in principal, interest and costs (including lawyers’ fees) obtained by a third party against FISOGEST S.A., except where such liability results from gross negligence or wilful misconduct of FISOGEST S.A. as finally recognised by a court of last instance.

The Client shall indemnify, reimburse and hold FISOGEST S.A. harmless against all losses, damages, expenses or liabilities incurred by FISOGEST S.A. arising from or in connection with a breach or failure by the Client, or any complaint relating thereto, of any of the Client’s obligations under the engagement letter.

FISOGEST S.A. shall, where possible, consult the Client before entrusting an assignment to a third party (lawyer, notary, auditor, accountant, expert, etc.) whose intervention is required to enable it to provide its services or to carry out the assignment entrusted by the Client.

FISOGEST S.A. shall in all cases exercise due care and diligence in the selection of such third parties.

FISOGEST S.A. shall not, however, be liable for the acts of such third parties (their actions and/or omissions). The Client hereby expressly authorises FISOGEST S.A. to accept any limitation of liability or exemption from liability clause included in any agreement that FISOGEST S.A. may be required to enter with such third party on the Client’s behalf.

In any event, and to the extent permitted by Luxembourg law, the total liability of FISOGEST S.A., on all grounds combined, shall be strictly limited to the total amount of fees actually invoiced and received by FISOGEST S.A. in respect of the relevant engagement during the twelve (12) months preceding the event giving rise to the damage.

In any case, the liability of FISOGEST S.A. shall not exceed the amount effectively covered by its professional civil liability insurance policy, the lower amount being applicable.

FISOGEST S.A.’s liability is excluded in respect of any damage resulting from inaccurate, incomplete or late information provided by the Client or by any third party acting on the Client’s behalf.

7. Liability of the Client

Only the Client (if a natural person) or the Board of Directors, the management, or any legal or managerial representative of the company (if the Client is a legal person) are responsible for the financial information relating to the activity of the natural person, business or company as presented to its owners or to third parties. In this respect, it is the responsibility of any duly authorised agent of a company to sign the annual accounts (or consolidated accounts) prior to their submission to the competent body for approval.

The Client shall not be released from liability if it grants a power of attorney to FISOGEST S.A. to represent it before authorities or grants it a signing mandate.

8. Professional secrecy

FISOGEST S.A. is bound by professional secrecy in accordance with:

    • Article 458 of the Luxembourg Criminal Code, which applies to FISOGEST S.A. and to any person acting on its behalf or in its service.

However, FISOGEST S.A. is required to provide a response and to cooperate as fully as possible with any lawful request made by law enforcement authorities acting within the scope of their powers.

FISOGEST S.A. must, on its own initiative, inform the “Cellule de Renseignement Financier” (“CRF”) of the Public Prosecutor’s Office of the District Court of Luxembourg of any fact that may indicate money laundering or terrorist financing, in the cases provided for by law. Where applicable, FISOGEST S.A. and its employees may not inform the Client concerned or third parties that information has been transmitted to the authorities or that an investigation is ongoing.

FISOGEST S.A. is also subject to a duty of confidentiality:

    • Separate from the above obligation, regarding information collected by FISOGEST S.A. and the dissemination of documents it has prepared. Such documents are addressed exclusively to the Client and may not be sent directly to a third party without a request from the Client and the prior written consent of FISOGEST S.A.

The obligations of professional secrecy and confidentiality provided for in this article shall survive the termination of the assignment, for whatever reason, for a duration limited to applicable legal and regulatory requirements, and subject to:

    • Statutory obligations of reporting, cooperation and disclosure imposed on FISOGEST S.A., in the context of AML/CTF;
    • Requests from competent judicial, administrative or supervisory authorities;
    • The necessity for FISOGEST S.A. to defend its rights, interests and liabilities, including in the context of litigation, audits or contentious or pre-contentious proceedings;
    • Statutory obligations to retain documents and information.

These obligations shall not extend to information that has become public otherwise than through a breach attributable to FISOGEST S.A.

Once the assignment has ended, FISOGEST S.A. has no obligation to communicate or respond to requests outside of its legal obligations.

9. Invoices, advance invoices, statements, breakdowns, reports, expense notes

For the services listed in the contract (or the engagement letter) and its annexes duly initialed and signed by the Client, FISOGEST S.A. shall issue invoices and, where applicable, advance invoices, statements, breakdowns, reports and expense notes (the “Invoice” or the “Invoices”).

Specific external costs and costs relating to the intervention of third parties are invoiced in addition to the services of FISOGEST S.A.

The Client acknowledges that any service not expressly mentioned in the signed engagement letter or its annexes shall be invoiced based on the applicable hourly rates.

Unless otherwise expressly agreed in writing, all Invoices issued to a Client acting as a “merchant” or commercial entity shall be payable within thirty (30) days from the date of effective delivery of the Invoice.

Invoices and any other billing documents transmitted electronically, in particular by email or via any digital platform used by FISOGEST S.A., constitute proof of their dispatch and receipt by the Client on the date of availability or sending, even in the absence of acknowledgement of receipt.

It is the Client’s responsibility to ensure the proper functioning of its electronic communication means and to inform FISOGEST S.A. without delay of any change in its electronic contact details.

Any dispute based on an alleged failure of receipt may only be validly invoked if the Client provides written, detailed and objective evidence thereof.

Any complaint by the Client must be sent in writing to FISOGEST S.A. within fifteen (15) calendar days following the effective delivery of the Invoice(s), either:

    • By email to info@mgifisogest.lu ; or
    • By registered letter with acknowledgement of receipt sent to the registered office of FISOGEST S.A. (see Article 1).

Any complaint must clearly specify the disputed service(s) and amount(s).

Any Invoice not disputed in accordance with the above shall be deemed compliant and accepted, within the limits permitted by Luxembourg law, in particular consumer protection law.

FISOGEST S.A. is entitled to claim statutory interest for late payment without prior reminder, as soon as it has fulfilled its contractual, legal and regulatory obligations and has not received payment at maturity (unless the Client is not responsible for the delay), as follows:

    • For claims arising from “commercial transactions”, interest shall accrue automatically at the end of the thirty (30)-day payment period at the legal rate applicable to commercial late payments, being the marginal reference rate published in the Official Gazette (Mémorial B) at the beginning of each semester, increased by eight (8) percentage points;
    • For claims arising from “transactions with a consumer”, interest shall accrue automatically at the end of the ninety (90)-day payment period, at the statutory rate set by Grand-Ducal Regulation pursuant to the amended law of 18 April 2004 on payment deadlines and late payment interest.

FISOGEST S.A. and the Client may agree on a payment schedule in instalments, upon written request of the debtor Client and written acceptance by FISOGEST S.A. In such case, if an instalment is not paid at maturity, interest and statutory compensation shall be calculated solely on the amounts due.

Where late payment interest is due, FISOGEST S.A. is entitled, for claims arising from commercial transactions to a fixed additional amount of forty euros (€40), payable without prior reminder.

FISOGEST S.A. is also entitled to claim reasonable compensation for all additional recovery costs incurred as a result of late payment, including costs incurred for engaging a lawyer, bailiff or debt collection agency.

The natural person identified as the “beneficial owner” shall act as the client and shall be fully liable for payment of all invoices issued pursuant to the engagement letter and these General Terms and Conditions. Where several natural persons are identified as beneficial owners, they shall be jointly and severally liable for all sums due.

If breaches persist after the Client has been formally notified to remedy them by registered letter with acknowledgement of receipt, FISOGEST S.A. may consider that performance of the engagement letter has become impossible and declare its termination at the Client’s exclusive fault.

In the event of termination of the engagement letter by the Client, FISOGEST S.A. shall be entitled to retain all amounts already paid and to claim payment of invoices for work already performed, in progress or to be performed at the time of such termination.

In the event of non-payment, FISOGEST S.A. reserves the right to suspend performance of the assignment and to exercise a right of retention over all files or documents entrusted to it by the Client until full settlement of the invoice issued and transmitted, without such suspension giving rise to any claim or liability on the part of FISOGEST S.A.

FISOGEST S.A. reserves the right to assign all or part of its receivables.

10. Impossibility to perform the assignment (Force majeure)

FISOGEST S.A. shall not be held liable for any delay or failure in the performance of its assignment resulting from circumstances beyond its will and control, including, in particular, acts, omissions or lack of cooperation of the Client (including the Client’s employees and agents), acts, omissions or lack of cooperation of any third party, fire or other destructive events, natural disasters, pandemics, strikes or other social conflicts, acts of violence, or any law, order or injunction issued by a governmental or other authority.

Where an assignment is suspended due to force majeure, deadlines for delivery of work shall be extended by at least the duration of the suspension. During the suspension period, Articles 4, 5 and 9 of these General Terms and Conditions shall remain applicable.

11. Processing of personal data

FISOGEST S.A. and the Client undertake to comply with the applicable legal and regulatory provisions relating to the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”) (Appendix 1).

12. Governing law and jurisdiction

For all matters not expressly provided for in these General Terms and Conditions as well as in the specific terms of the engagement letter and its appendices, the Parties shall exclusively refer to the laws, regulations and case law of the Grand Duchy of Luxembourg.

The invalidity of any clause shall not entail the invalidity of these General Terms and Conditions or of the specific terms of the engagement letter and its annexes. In such case, the Parties undertake to interpret the invalid clauses in the closest lawful manner to their original intent.

The Parties undertake to attempt to resolve amicably any dispute relating to the interpretation or performance of these General Terms and Conditions prior to bringing proceedings before the competent courts.

Should no amicable settlement be reached between the Parties, the interpretation and performance of these General Terms and Conditions as well as of the engagement letter and its appendices shall fall within the exclusive jurisdiction of the courts of Luxembourg City.

The Parties expressly acknowledge and accept such exclusive jurisdiction.

13. Amendment of the General Terms and Conditions

FISOGEST S.A. reserves the right to amend these General Terms and Conditions from time to time in order to reflect legislative or regulatory changes, internal practices, and to ensure that they remain accurate, complete and up to date.

Such amendments shall apply only to new assignments or to assignments renewed after their entry into force, unless otherwise required by law.

The date of the most recent update will appear on our website, which we invite you to consult regularly.

14. Entry into force of the General Terms and Conditions

These General Terms and Conditions are effective as from  February 2026 (latest amendments).