These Terms and Conditions of Business for Permanent Placements (the “Standard Terms”) regulate the relationship between Anderson Wise and the Client. They are effective from January 2026 and supersede all previous terms issued by Anderson Wise. Save as expressly provided for below, these form the entire agreement between the parties.
Anderson Wise shall endeavour to Introduce to the Client, for an Introduction Fee, a Candidate for Engagement with the Client into a permanent placement (“the Assignment”). These Standard Terms regulate permanent placements by Anderson Wise to the Client only.

It is Agreed that: 

1. Definitions :

‘Associated Employer’ means any employer bound by an employment contract pursuant to Article 1779-1° of the Civil Code and Article L.121-1 paragraph 2 of the Labour Code, and any other entity having the authority to issue orders and guidelines, supervising and imposing sanctions towards its employees.

‘Anderson Wise’ means Anderson Wise SARL of 21 Rue Glesener, L-1631 Luxembourg

‘Candidate’ means the person introduced by Anderson Wise to the Client for permanent employment

‘Client’ means the person to whom Anderson Wise is Introducing Candidates.

‘Confidential Information’ means any information provided by either party to the other party relating to the Candidate or the Assignment and which is either expressly or by its very nature confidential.

‘Contingent Recruitment’ means an instruction to Anderson Wise by the Client to introduce Candidates for a permanent placement on the basis that no Introduction Fee will be payable by the Client until or unless an Engagement is made. This includes marketed and speculative CVs.

‘Engage, Engaged or Engagement’ means to employ, engage, retain or otherwise accept services from a Candidate Introduced by Anderson Wise whether directly or indirectly, in any capacity whatsoever, within a period of 18 months from the date of an Introduction.

‘Introduced, Introduces or Introduction’ means the provision by Anderson Wise to the Client of any details relating to and identifying a Candidate whether written or oral.

‘Remuneration Package’ means a Candidate’s projected total gross remuneration in the first year of Engagement, being the aggregate value of his/ her salary, any agreed bonus or commission payments (whether guaranteed or anticipated and even if payment is made in the subsequent year of Engagement), car or car allowance, relocation allowance, pension, health insurance and any other emoluments. If the value of any part of the projected remuneration is uncertain the best estimate available to Anderson Wise shall be used. If a car is provided by the Client to the Candidate as part of his/her remuneration a minimum value of 12,000€ will be added to his/her total remuneration for the purposes of calculating the Remuneration Package.

‘Retained Assignment’ means an instruction to Anderson Wise by the Client for a permanent placement whereby Anderson Wise are retained on an exclusive or non-exclusive basis and whereby payment is made in three equal stages according to Clause 6 and which may involve a Candidate search outside Anderson Wise’s existing database and/or advertising.

2. Acceptance of these Standard Terms

These Standard Terms are deemed to be accepted by the Client from the time Anderson Wise Introduces a Candidate or the Client interviews or Engages a Candidate Introduced by Anderson Wise or when the Client signs these Terms (whichever shall be the earlier). They apply whether or not the Candidate is Engaged by the Client for the same type of work for which the Introduction was originally made and whether or not the Client is also seeking to fill the relevant vacancy by other means such as internal or external advertising.

3. Client notification obligation

The Client undertakes to notify Anderson Wise immediately of its intention to Engage a Candidate Introduced by Anderson Wise.

4. Contingent Recruitment – Introduction Fee

For Contingent Recruitment, the Client shall pay Anderson Wise a fee in respect of each Candidate Engaged by the Client (the “Introduction Fee”). The Introduction Fee shall be 30% of the Remuneration Package, provided always that the minimum Introduction Fee shall be 15,000€. The Introduction Fee will be invoiced when the Candidate and the Client have each signed the contract of employment or such other contract for services and is payable within 21 days of the date of the invoice

5. Cancellation/administration fee (Contingent Recruitment)

If the Client cancels a Contingent Recruitment assignment after Anderson Wise has organised interviews with at least two (2) different Candidates (regardless of how many interview rounds each Candidate attended), for reasons including but not limited to the Client hiring internally, hiring via another recruitment agency or directly, otherwise terminating, stopping, freezing, or cancelling the assignment, or ceasing to respond to Anderson Wise’s communications regarding the assignment for more than fourteen (14) consecutive calendar days, then the Client shall pay an administration fee of €3,000 to Anderson Wise.

This administration fee compensates Anderson Wise for the time, effort, sourcing costs, and opportunity costs incurred in executing the search and interview process, is not a refundable retainer and does not constitute a penalty, and does not apply if the assignment is cancelled before Anderson Wise has organised interviews with two (2) different Candidates.

The administration fee is due within twenty‑one (21) days from the earlier of the date on which the Client communicates the cancellation to Anderson Wise in writing (email accepted) or the date on which Anderson Wise sends written notice to the Client that the assignment is deemed cancelled pursuant to this clause. If the Client reopens a position with the same job title, seniority level, and substantially similar key responsibilities within three (3) months of cancellation, Anderson Wise will treat it as a continuation of the original assignment and no additional administration fee will apply if the reopened assignment is subsequently cancelled under the same conditions. If the position is reopened after three (3) months, or with materially different responsibilities, seniority, budget, or reporting line, it will be treated as a new assignment, and the administration fee set out in this clause will apply if the new assignment is cancelled in accordance with this clause. For the avoidance of doubt, this administration fee applies only to Contingent Recruitment assignments, while Retained Assignments are governed by clause 7 of these Standard Terms.

6. Retained Assignments – fee structure

Retained Assignments: the agreed fee for Retained Assignments is calculated at 30% of the Remuneration Package and is payable in accordance with the following framework and is split into three equal payments:

1. a fee is invoiced on acceptance of the assignment by Anderson Wise (“Retainer Fee”) and is payable within seven days of date of invoice; and
2. a fee is invoiced on presentation by Anderson Wise to the Client of a shortlist (“Shortlist Fee”) and is payable within seven days of date of invoice; and
3. when a Candidate is Engaged then a fee is invoiced on the execution of the employment agreement or other contract for services by the Candidate and the Client and is payable within 21 days of the date of the invoice, adjusted to reflect the final agreed Remuneration Package (“Completion Fee”).

7. Cancellation and Alteration of Retained Assignments

If the Client cancels a Retained Assignment after Anderson Wise has commenced performance of the Retained Assignment, all Retainer Fees already invoiced and due for stages completed shall become immediately due and payable, together with cancellation fees calculated as follows: if the cancellation occurs within 7 calendar days of commencement, the Client shall pay 50% of the next stage fee; if the cancellation occurs after 7 days but before Shortlist presentation, the Client shall pay 100% of the next stage fee; if the cancellation occurs after Shortlist presentation, the Client shall pay 100% of the next stage fee plus 50% of the Completion Fee. By way of example, for a Retained Assignment with total fees of €45,000 (payable in 3 instalments of €15,000), a cancellation on day 10 (after the Retainer Fee has been paid but before Shortlist presentation) results in the Client being required to pay €15,000 already paid (Retainer Fee) plus €15,000 cancellation fee (100% of the Shortlist Fee), i.e. a total of €30,000. The cancellation fees set out in this clause represent a genuine pre-estimate of Anderson Wise’s actual losses in the event of cancellation, including time and resources invested in the search and pre-selection of Candidates, opportunity cost from declining other assignments to focus on the cancelled assignment, costs of managing and maintaining relationships with Candidates contacted, administrative, communication and coordination costs, and damage to Anderson Wise’s professional reputation resulting from the cancellation.

        7.1. Material alterations

A “material alteration” of the assignment means a change that fundamentally transforms the nature, scope or requirements of the position to be filled, including a significant change in hierarchical grade (for example from Manager to Director or from Director to C‑level), a change of department, division or principal area of activity, a modification of the Remuneration Package by more than 20% (upward or downward) from the original assignment, a change of direct line manager that substantially modifies the level of autonomy, responsibility or authority of the position, the addition or removal of a major linguistic, technical, regulatory or professional competency not mentioned in the initial assignment that substantially changes the profile sought, or a change of country, city or geographical location requiring Candidate relocation or substantially modifying working conditions.

If such material alterations occur after commencement of the assignment, Anderson Wise may, at its sole discretion, treat the altered assignment as a new Retained Assignment with new fees to be agreed in writing or apply the cancellation fees set out in clause 7 and treat the original assignment as cancelled.

        7.2. Force majeure

The cancellation fees set out in clause 7 shall not be applicable if the cancellation of the assignment results directly and exclusively from a Force Majeure event, being a natural disaster, war, act of terrorism, pandemic or epidemic, the bankruptcy, liquidation or judicial reorganisation of the Client, a legislative, regulatory or administrative change rendering the position illegal, impossible to fill or substantially different, or any other event beyond the Client’s reasonable control, unforeseeable at the time of concluding the assignment and insurmountable despite all reasonable efforts by the Client. To benefit from this exception, the Client must notify Anderson Wise in writing within 7 calendar days of the occurrence of the Force Majeure event and provide reasonable documentary evidence of the Force Majeure event and its direct impact on the assignment. In cases of Force Majeure, only the Retainer Fees already invoiced and due for completed stages remain payable, but no additional cancellation fees shall be charged

        7.3. Payment deadline

The cancellation fees provided for in this clause 7 are payable within 14 calendar days from the earlier of the date on which the Client communicates the cancellation to Anderson Wise in writing (email accepted) or the date on which Anderson Wise sends written notice to the Client that the assignment is deemed cancelled due to a material alteration pursuant to clause 7.1.

        7.4. Scope of application

For the avoidance of doubt, this clause 7 applies only to Retained Assignments, while Contingent Recruitment assignments are governed by clause 5 of these Standard Terms.

8. Additional hires from shortlist

In the event that the Client hires an additional Candidate submitted within the shortlist of a Retained Assignment (or a shortlist Candidate into a position other than the position which was the focus of the Retained Assignment), an Introduction Fee shall be payable in addition to the Retainer Fee.

9. Other charges

Any other charges (including charges for advertising) will be agreed separately in writing and are payable by the Client within seven days of invoice whether or not a Candidate is Engaged.

10. VAT

Fees and other sums payable under these Standard Terms are exclusive of value added tax (“VAT”).

11. Payment terms and late payment interest

The full amount of Anderson Wise’s fees (including any VAT) for Introduction Fees for Contingent Recruitment, Retainer Fees and Shortlist Fees for Retained Assignments, Completion Fees for Retained Assignments, and any cancellation fees, administration fees, or other fees provided for in these Standard Terms shall be paid by the Client without any deductions within the following periods from the date of Anderson Wise’s invoice: 7 calendar days for Retainer Fees and Shortlist Fees, 21 calendar days for Introduction Fees and Completion Fees, and 14 calendar days for cancellation fees and administration fees. Payment shall be made by bank transfer to Anderson Wise’s designated account and is deemed made on the date funds are credited to Anderson Wise’s account.

        11.1. Automatic late payment interest

In accordance with the Luxembourg Law of 18 April 2004 on payment periods and interest for late payment in commercial transactions (as amended), if the Client fails to pay any sum due under these Terms by the due date, Anderson Wise shall be entitled to charge interest on the overdue amount at the statutory rate applicable under said law (being the reference rate of the European Central Bank plus 8 percentage points per annum), calculated daily and compounded monthly, from the due date until payment is received in full. This interest shall accrue automatically without the need for any notice or formal demand and shall be in addition to any other rights or remedies available to Anderson Wise.

        11.2. Formal demand and additional costs

If any invoice remains unpaid 14 calendar days after the due date, Anderson Wise shall send the Client a formal demand for payment (mise en demeure) by registered letter with acknowledgment of receipt. If full payment (including late payment interest) is not received within 8 calendar days following receipt of the formal demand, the Client shall pay, in addition to the principal and interest, a fixed compensation for recovery costs of €40 (forty euros) in accordance with Article 5 of the Law of 18 April 2004, as amended (or such higher amount as may be applicable under the law at the time of the late payment), as well as all reasonable legal costs and expenses incurred by Anderson Wise in recovering the debt, calculated on a full indemnity basis, including but not limited to lawyer’s fees and disbursements, bailiff and enforcement costs, court fees and expert fees, and any third-party collection agency fees.

        11.3. Suspension of services

If any invoice remains unpaid 21 calendar days after the due date, Anderson Wise may, without prejudice to its other rights and after 5 business days’ written notice to the Client, suspend performance of all ongoing Assignments for the Client, refuse to accept new Assignments from the Client, and withdraw any Candidates currently in the recruitment process, until all outstanding sums (including principal, interest, and costs) are paid in full. This suspension does not affect the Client’s obligation to pay fees for any Candidate already Engaged or in the process of being Engaged.

        11.4. Prohibition of set-off and deduction

The Client may not withhold payment of, or set off against, any invoice from Anderson Wise any amounts the Client claims are owed to it by Anderson Wise (whether under these Terms or otherwise) without Anderson Wise’s prior written consent. All payments must be made in full without any deduction or withholding (other than any VAT or withholding tax required by law), and any unilateral set-off made by the Client in breach of this clause shall be treated as non-payment and shall trigger the application of clauses 11.1, 11.2, and 11.3 above.

        11.5. Disputed invoices

If the Client disputes any invoice in good faith, it must notify Anderson Wise in writing within 7 calendar days of receiving the invoice, providing detailed reasons for the dispute and supporting evidence, pay any undisputed portion of the invoice by the original due date, and cooperate in good faith to resolve the dispute within 14 calendar days following the notification. If no written dispute notice is received within 7 days, the invoice shall be deemed accepted as accurate and due in full. If the dispute is not resolved within 14 calendar days, either party may refer the matter to the dispute resolution procedure set out in clause 24 of these Terms.

12. Anti-circumvention and non-solicitation

The Client agrees that it shall not Engage (as defined in these Standard Terms) any Candidate who has been Introduced by Anderson Wise without the prior written consent of Anderson Wise and payment of the applicable Introduction Fee in full, regardless of the means by which such Engagement occurs, including but not limited to direct contact with the Candidate, through another recruitment agency or intermediary, following the Candidate’s application to a job advertisement published by the Client, through a referral from an employee of the Client, or through any other means whatsoever. This prohibition also applies if the Engagement is made by or through any Associated Employer of the Client, any parent company, subsidiary, or sister company of the Client, or any entity in which the Client or its shareholders hold a direct or indirect interest of 25% or more. The prohibitions set out in this clause apply for a period of 18 months from the date of Introduction.

        12.1. Database protection

The Client acknowledges that Anderson Wise’s database of Candidates constitutes confidential information and a trade secret. The Client agrees not to use any information about Candidates (including names, contact details, employment history, or any identifying information) obtained through Anderson Wise for any purpose other than the specific Assignment for which the Introduction was made, not to approach or solicit any other Candidates from Anderson Wise’s database beyond those formally Introduced for a specific Assignment, to implement reasonable measures to ensure that its employees, managers, and Associated Employers comply with these restrictions, and not to request Candidates to disclose the identity of their recruitment consultant or agency.

        12.2. Notification obligations

The Client must immediately notify Anderson Wise in writing (within 3 business days) if it receives an application from, or is contacted by, any Candidate previously Introduced by Anderson Wise through any channel, if it becomes aware that any Associated Employer or third party with whom it has shared Candidate information intends to Engage such Candidate, if any of its employees or managers has contact (professional or personal) with a Candidate Introduced by Anderson Wise that could lead to an Engagement, or if it intends to make an offer of Engagement to any Candidate Introduced by Anderson Wise, even if through another route. Failure to provide such notification shall create a rebuttable presumption that any subsequent Engagement of that Candidate within the applicable protection period resulted from Anderson Wise’s Introduction.

        12.3. Fee obligation on circumvention

If the Client Engages (or facilitates the Engagement by any third party or Associated Employer of) any Candidate in breach of this clause 12, the full Introduction Fee shall become immediately due and payable and, in addition, a circumvention fee equal to 50% of the Introduction Fee shall be payable to compensate Anderson Wise for the breach. The Client shall also pay all reasonable legal costs incurred by Anderson Wise in recovering such fees, on a full indemnity basis, and Anderson Wise reserves the right to terminate this Agreement immediately and refuse further services.

        12.4. Evidence and burden of proof

Where Anderson Wise provides evidence that it Introduced a specific Candidate to the Client and that the Client (or an Associated Employer or third party) subsequently Engaged that Candidate within the protection period, there shall be a rebuttable presumption that the Engagement resulted from Anderson Wise’s Introduction, unless the Client can demonstrate with clear documentary evidence that the Candidate was already known to the Client prior to Anderson Wise’s Introduction (evidenced by dated written records) or that the Candidate approached the Client entirely independently through a demonstrably separate channel (evidenced by dated applications, correspondence, or third-party verification), and that the Client complied with all notification obligations under clause 12.2. For the avoidance of doubt, the Candidate responding to a public job advertisement after being Introduced, the Candidate being referred by an existing employee after being Introduced, or the mere passage of time within the protection period shall not constitute evidence of independent contact.

        12.5. Carve-out for genuine prior relationships

This clause 12 shall not apply where the Client can demonstrate that the Candidate was employed by the Client or an Associated Employer within the 3 years prior to Anderson Wise’s Introduction, that the Client had active, documented recruitment discussions with the Candidate (evidenced by dated interview notes, offer letters, or correspondence) within the 6 months prior to Anderson Wise’s Introduction, or that the Candidate is a family member (spouse, civil partner, parent, child, or sibling) of an existing senior employee (C-level or Director level) of the Client. In such cases, the Client must notify Anderson Wise in writing within 3 business days of the Introduction.

13. Confidentiality and notification of Engagements

Information regarding Candidates is provided in the strictest confidence. If an offer of an Engagement is made by (a) the Client; or (b) any third party; or (c) any Associated Employer as a result of an Introduction by Anderson Wise to the Client then the Client shall (where possible) notify Anderson Wise of any such offer of Engagement within seven days of it being made and pay an Introduction Fee to Anderson Wise. If a Candidate is Engaged by any of the above, without the prior knowledge and consent of Anderson Wise, an Introduction Fee will be due from the Client.

14. Candidate suitability and limitation of liability

Anderson Wise will use its reasonable endeavours to ensure that Candidates are efficient, honest and reliable but Anderson Wise gives no warranty in this regard and it remains the Client’s entire responsibility to ensure that the Candidate is suitable for the Client’s requirements. Save as for (a) in the event of Anderson Wise’s own negligence in the recruitment process; or (b) in the event of death or personal injury neither Anderson Wise nor its staff shall be liable (to the extent permitted by law) for any loss or damage caused to the Client, the Client’s staff or property or any third party as a result of an Introduction of or failure to Introduce a Candidate or from the negligence, dishonesty, misconduct or lack of skill of the Candidate.

15. Public liability insurance

Anderson Wise will take out and maintain throughout the term of these Standard Terms, Public Liability insurance to the sum of €13.699.000,00.

16. Liability caps and excluded losses

Subject to clauses 15.6 and 16, Anderson Wise’s total aggregate liability to the Client arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited as follows: for Retained Assignments, to the lower of (i) €100,000 (one hundred thousand euros) or (ii) three (3) times the total fees paid or payable under the relevant assignment; for Contingent Recruitment, to the lower of (i) €75,000 (seventy‑five thousand euros) or (ii) two (2) times the Introduction Fee paid or payable for the relevant placement. The limitations set out above apply in aggregate to all claims arising from the same assignment or placement, regardless of the number of claims or causes of action. Anderson Wise shall not be liable for any loss of profits, revenue, business, anticipated savings, or goodwill, for any loss arising from the Client’s failure to conduct proper due diligence, reference checks, probationary reviews, or performance assessments of any Candidate, for any loss arising more than six (6) months after the Engagement commencement date, for any acts or omissions of the Candidate occurring after the end of any probationary period applicable to the Candidate’s employment, for any loss resulting from inaccurate, incomplete, or misleading instructions, information, or specifications provided by the Client, for any loss arising from the Client’s termination of the Candidate’s employment for reasons other than the Candidate’s manifest incompetence or gross misconduct, or for any loss aggravated by the Client’s failure to promptly notify Anderson Wise of any issue with a Candidate.

        16.1. Notification of claims and professional indemnity insurance

The Client must notify Anderson Wise in writing of any claim within thirty (30) calendar days of the Client becoming aware, or reasonably ought to have become aware, of the facts giving rise to the claim, it being understood that failure to provide such notification within this timeframe shall bar the claim unless the Client can demonstrate that earlier notification was materially impossible. Anderson Wise maintains Professional Indemnity Insurance with a reputable insurer with minimum coverage of €1,000,000 (one million euros) per claim, and a copy of the current certificate of insurance shall be provided to the Client upon written request, it being specified that this insurance clause is provided for information only and does not constitute an alternative liability cap, the applicable liability caps being those set out in clause 15.

        16.2. Unlimited liability – exceptions

Nothing in these Terms shall exclude or limit either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability which cannot be excluded or limited under Luxembourg law.

17. Client obligations and shared responsibility

The Client acknowledges and agrees that it is the Client’s sole responsibility to conduct thorough reference checks for any Candidate prior to Engagement, perform appropriate background checks (criminal, financial, professional) in accordance with applicable laws, conduct technical interviews, skills tests, or psychometric assessments deemed necessary, verify the Candidate’s qualifications, degrees, certificates, and professional experience, implement an appropriate probationary period with regular performance evaluations, and adequately supervise, train, and manage the Candidate once Engaged. To the extent that any loss or damage suffered by the Client results in part from the Client’s failure to comply with its obligations set out in this clause or any other obligation under these Terms, Anderson Wise’s liability shall be reduced proportionately to the degree of the Client’s contribution to such loss or damage. The Client also has a duty to take all reasonable steps to mitigate any loss or damage which may result from any breach by Anderson Wise of its obligations, and the Client’s failure to mitigate losses shall result in a proportionate reduction of any compensation due from Anderson Wise.

18. Exclusions of certain losses

Subject to clause 16, neither party shall be liable to the other for any of the following types of loss or damage arising under or in relation to these Standard Terms: (a) any loss of profits, business, contracts, anticipated savings, goodwill, or revenue; or
(b) any indirect or consequential loss or damage whatsoever, even if that party was advised in advance of the possibility of such loss or damage.

19. Overall liability cap

Subject to clause 16, the entire liability of Anderson Wise under or in connection with these Terms is limited, in aggregate and in any 12-month rolling period, to the lesser of either (i) 2 (two) times the total monies paid under this Agreement; or (ii) such sums as are recoverable under the insurance stipulated in clause 14 above.

20. Liability that cannot be limited

No limitation or exclusion of liability in the Agreement is intended to be nor should be interpreted as being a limitation or exclusion of either party’s liability for fraud, death or personal injury arising from its or its employees’ or agents’ negligence.

21. Data protection and privacy

The Parties undertake to comply with their respective obligations under Regulation (EU) 2016/679 (GDPR) and any applicable data protection legislation. Each Party acts as an independent data controller for its own processing activities in connection with the recruitment services. Anderson Wise processes candidates’ personal data for the purpose of building and managing its talent pool and providing recruitment services to its clients. The Client processes candidates’ personal data for the purpose of recruiting employees for specific positions within its organization. When Anderson Wise shares candidates’ personal data with the Client, each Party remains solely responsible for its own compliance with GDPR, including obtaining appropriate legal bases, informing data subjects, implementing security measures, and responding to data subject requests. Anderson Wise also processes personal data of the Client’s contact persons in connection with the provision of the recruitment services and the management of the business relationship. Anderson Wise’s processing of personal data, including the processing of candidates’ data and the Client’s contact persons’ data, is described in its Privacy Policy. Each Party undertakes to notify the other Party of any data breach concerning shared personal data within 24 hours of becoming aware of it. The Client undertakes to process candidates’ personal data received from Anderson Wise only for recruitment purposes and in accordance with applicable data protection laws.

22. No rights of third parties

No third party shall have any rights under Article 1165 of the Civil Code in connection with these Standard Terms.

23. No waiver by inaction

The parties agree that a failure or delay by either party to enforce any of the provisions set out in these Standard Terms shall not be construed as a waiver.

24. Severability and interpretation

Each clause of these Standard Terms, defined by punctuation, is separate, distinct and severable and to give meaning to the intention of the parties the Court may modify any portion that may otherwise be void; subject thereto, any void portion may be severed and the remaining provisions shall continue in force. Words appearing in the plural shall mean the singular where appropriate and vice versa.

25. Status as Employment Agency

For the purposes of these Standard Terms Anderson Wise acts in the capacity of an Employment Agency.

26. No authority to bind candidates

Anderson Wise acts as an introductory agency and does not have the authority to bind a Candidate.

27. Variation in writing only

These Standard Terms cannot be varied save in writing by a director of Anderson Wise and an authorised representative of the Client.

28. Governing law and jurisdiction

These Standard Terms shall be governed and construed in accordance with the laws of Luxembourg, excluding its rules on conflict of laws, and are subject to the exclusive jurisdiction of the courts of the City of Luxembourg.