Terms and Conditions

Terms and Conditions

  1. CLIENT AGREEMENT

The Agreement is entered into in writing or in a format reproducible in writing, using the client agreement template prepared by our Law Firm. An Agreement is regarded as concluded if it is in a format which is also reproducible in writing and if the volume, scope and terms of provision of legal services are agreed to by e-mail without signing a formal client agreement. Oral client agreements may be entered into only for a one-time purpose or for provision of legal services in respect of a clearly defined assignment, and when possible these oral agreements should be confirmed by e-mail.

The party to the Agreement that provides legal services is always Emam & Partners Law Firm, indicated in the First Part of the Agreement, and provides those services as a legal entity or as a joint venture .The services are not to be constructed as being provided by a specific attorney or other employee of the Law Firm providing legal services to the Client. The attorneys and other employees of the Law Firm or the private individuals providing services via the Law Firm are not personally liable to the Client except when stipulated by law.

The Law Firm and its attorneys may represent and defend the Client in all disputes, negotiations and proceedings out of court and in court, in arbitration tribunals and elsewhere. Limitations on the right of representation are agreed to in writing or in a format reproducible in writing. In particular assignments, e.g. court representations, the Client will provide a separate power of attorney for performing the assignments agreed to in the First Part of the Agreement.

Engaging external counsel, including law firms from abroad, in provision of legal services always requires prior approval from the Client. In granting approval, the Client commits to give instructions to such external counsel, assess the advice provided, and assumes liability for payment of invoices delivered by external counsel. The Law Firm is not liable for payment of invoices for fees or expenses related to provision of services by external counsel.

The Firm becomes your attorney and you become a client of the Firm only pursuant to the terms and conditions of these Terms of Engagement, and only if you engage or retain the Firm and the Firm accept such engagement.  Any payment you make to the firm constitutes your consent to and acceptance of these Terms of Engagement.  The Firm reserves the right at any time to decline to accept all or any part of any engagement and/or retainer

 

  1. PROVISION OF LEGAL SERVICES

At the outset of provision of legal services, the Law Firm agrees with the Client on the scope of work to be performed as legal services by the Law Firm. The scope of work may thereafter be amended by agreement between the parties.

The legal services provided to the Client by the Law Firm are based on the facts of the specific assignment as provided by the Client. The Client cannot rely on the advice provided by the Law Firm in any circumstances which the Law Firm has not analyzed prior to providing the advice.

The Client undertakes to provide the Law Firm all relevant information and documents concerning the assignment and to keep the Law Firm informed of facts that change or may be anticipated to change. In co-operating with the Law Firm and at its request the Client will promptly deliver documents and positions and perform other acts necessary for timely performance of the assignment.

The Client undertakes to accept the assignment carried out by the attorneys and employees of the Law Firm and forthwith notify the Law Firm regarding any amendments required. If the Client fails to deliver such notification to the Law Firm, the legal services shall be considered to have been accepted by the Client.

  1. Fees and Invoicing

Unless agreed otherwise, the Client pays the Law Firm for legal services based on the agreed fee set out in the First Part of the Agreement.

The amount of the agreed fees for legal services requested by the Client is calculated on the basis of, but not limited to the following criteria: (i)the time spent in fulfilling the assignment; (ii) the qualifications and experience of the attorney or employee performing the assignment, and the resources required for fulfilling the assignment; (iii) the business interest involved; (iv) the risks assumed (if any) in fulfilling the assignment; and (v) the time constraints for fulfilling the assignment.

For the avoidance of doubt, time spent on telephone calls relating to the Client’s matters, including calls with the Client, other advisors of the Client or opposing counsel will also be charged. Unless otherwise agreed, the Law Firm will charge the Client for time its personnel spends traveling in performance of the assignment.

The Law Firm invoices on a monthly basis, unless otherwise agreed in writing. The term of payment of an invoice is 30 calendar days. VAT is added to fees in the cases and at the rate set by law. In addition to fees, the Client also reimburses direct expenses incurred by the Law Firm in provision of legal services (including, but not limited to, translations, photocopying, long distance calls, notary fees, stamp duties, etc.). If the Client is required to deduct or with hold any taxes or other sums (such as bank charges) from any amount payable indicated in an invoice in whatever circumstances, the Client will pay and bear such taxes or other amounts and ensure that the Law Firm receives the full amount of the invoice net of any deduction or withholding. If payment of an invoice is delayed, the Law Firm may suspend provision of legal services, charge interest at the rate of 3 % on the overdue amount for each calendar day of delay, and withhold documents prepared for the Client’s assignment until full payment by the Client of amounts overdue.

The Client will reimburse to the Law Firm all additional expenses incurred by the Law Firm in relation to collection of any amounts not paid by the due date of payment by the Client.

Each Invoice will include a description of the work done by us, our invoice maybe submitted to you by electronic mail.

Any fees provided to you are estimated base on our knowledge of the matter/case, if any of our assessment at that time prove to be incorrect that estimate may not remain accurate, which should not therefore be regarded as definitive or as providing an upper limit as to our fees.

Our hourly rates could be adjusted from time to time annually. Our lawyers may become more senior therefore move to higher hourly rate during the course of any particular move to higher engagement, our firm will notify you any such changes unless otherwise agreed, any adjusted rates will take effect from the date we are advising you.

  1. CONFIDENTIAL INFORMATION

We will respect the confidential nature of any information that we receive from our clients while acting for them and will not disclose any such information to anyone without your prior consent

We shall keep confidential all information regarding a client’s business and affairs which we obtain as a result of acting for any client. We will only disclose such confidential information in the following circumstances:

  1. where a client instructs us to disclose it; or
  2. where we are obliged to disclose it in order to carry out a client’s instructions (including to the client’s other professional advisers); or
  3. Where we are compelled to disclose it to comply with any overriding legal or professional obligations we may have to the Court or otherwise.

We owe the same duty of confidentiality to all of our clients therefore we will not, however, disclose to any client any confidential information which we have obtained as a result of acting for any other client.

We assume that information you give or otherwise disclose to us which is subject to confidentiality obligations owed by you to a third party has not been given and/or disclose to us in breach of those obligations

 

  1. CONFLICT OF INTEREST

We will always honor our duty of confidentiality to you and protect your information. Without detracting from our duty of confidentiality to you, this letter confirms our mutual agreement that, so long as we act in accordance with ethical requirements.

Before accepting an assignment, the Law Firm always conducts an internal conflict-of-interest check to verify that the Law Firm can accept the assignment. Notwithstanding such checks, circumstances may arise that prevent the Law Firm from acting for the Client in an existing ongoing or future matter. In these situations, the rules of professional conduct regulating conflicts of interest apply, and the Law Firm may terminate the Agreement. The relations between the Law Firm and the Client do not create mutual exclusivity. The Client may use the services of other Law Firms for the purpose of fulfilment of any assignment. In addition, the Law Firm retains the rights to render legal assistance to other persons and execute assignments not connected to the Client’s assignment, including providing of services to persons operating in the same field as the Client or who might potentially have interests opposite of the ones of the Client.

  1. ELECTRONIC COMMUNICATION, IT SYSTEMS AND ORIGINALDOCUMENTS

The Client agrees to exchange of information electronically. The Client is aware of the risks deriving from electronic communication: messages may get delayed or lost, confidential and personal information may be intentionally or unintentionally modified, stolen or disclosed to third parties. The Law Firm is not liable for the risks related to electronic communication of digitally formatted information, provided that the Law Firm has taken all reasonable precautions.Measures taken to protect electronic communication and to ensure its confidentiality and preservation by the Law Firm may in certain

cases cause communications from theClientto be blocked or delayed. TheClient is advised to follow up by telephoneregarding any messages that are particularly time-sensitive or in circumstances in which it is unclear that the message has been duly received by Law Firm.The Law Firm uses IT systems (including electronic communication, time tracking, client administration and document administration systems) which contain information on clients of the Law Firm, the legal services provided to them and documents related thereto.Unless agreed otherwise, the Law Firm returnsto Clientall original documents in its possession in relation to an assignment after completion of the assignment, rejection of the assignment or cancellation of the Agreement.

  1. KNOW YOUR CUSTOMER AND VAT INFORMATION

Under the respective regulation on prevention of money laundering and terrorist financing, the Law Firm must identify its Client as well as persons acting on the Client’s behalf and the final beneficiaries of the Client. It is also the Law Firm’s duty in certain situations to determine the origin of the Client’s assets. The Law Firm may be obligated to decline or suspend an assignment and report to the authorities if the Client does not provide the required information, if a transaction is suspicious in comparison with previously known transactions, or if assets are suspected of being used for terrorist financing or money laundering. Although it is the professional and legal obligation of the Law Firm to avoid disclosing information concerning its Clients and the legal services provided to them, under the applicable mandatory regulation may require the Law Firm to inform the authorities about cash transactions exceeding a statutory amount, regardless of whether the transaction is carried out as a single payment or as several linked payments, or if it becomes known to the Law Firm or the Law Firm has reason to suspect that any given transaction being carried out in the Client’s name may be related to money laundering. If it appears to be necessary to give notice of money laundering at any time while the Law Firm is acting in the interests of the Client, it may not be possible for the Law Firm to inform the Client about notification or the reasons for it.In some cases, the Law Firm may have to provide information to the Tax, Revenue and Customs authorities on the VAT registration number of a Client and the value of services purchased by the Client. Additionally, in certain cases the authorities and trustees in bankruptcy may require submission of invoices and annexes there to. The Client understands and accepts that such measures, being mandatory legal obligations of the Law Firm, do not constitute breach of professional secrecy provisions.

 

 

  1. PERSONAL DATA

The Law Firm collects, stores, uses and processes personal data about the Client and the persons directly related to it (e.g. employees and/or representatives) in accordance with laws applicable to protection of personal data for, amongst others, the purposes of performing the Agreement, administering billing and accounting systems, maintaining its internal information systems, managing client relationships, complying with its legal obligations and for marketing purposes.

For the purposes of fulfilment of the Client’s assignment the Law Firm will process the personal data of the Client and the persons directly related to it (e.g. employees and/or representatives) in the capacity as a personal data processor in accordance with laws and regulations governing personal data protection. The Client must inform the Law Firm on security measures it requires for the protection of persona data processing.If the Client has not separately informed the Law Firm on such security measures, the Client hereby agrees that the security measures taken by the Law Firm correspond to the requirements of the Client and applicable law. Persons whose personal data are processed by the Law Firm are entitled, under law, to obtain information on the personal data processed by the Law Firm and to request that the Law Firm rectify or erase their personal data.If necessary for the provision of legal services, the Law Firm may process the personal data of another person or the Client obtained on the basis of the Agreement or by law, including sensitive personal data, without the consent of those persons.

The Law Firm may transfer the above referred to information about the Client and the persons directly related to it (e.g. employees and/or representatives) to third parties where such information is needed for the performance of the Client’s assignment (e. g. to foreign counsel which

5the Client may ask the Law Firm to engage or to which the Client’s assignment may be transferred, etc.), as much as it is needed to achieve this purpose

  1. TERMINATION OF AGREEMENT

This Agreement shall come into effect on the date of its execution and shall remain valid until its termination if not provided otherwise below.The Client may terminate the Agreement at any time by notifying the Law Firm in writing or in a format reproducible in writing.The Law Firm may terminate this Agreement at any time by serving a 14-day prior written notice to the Client before the termination date, unilaterally in cases, where the Law Firm has a substantial reason, provided that such termination does not contradict rules of professional conductand that the Client interests are duly respected.The Law Firm may terminate fulfilment of an assignment with an immediate effect (upon inform the Client thereof) provided that such termination does not contradict rules of professional conduct if the Client fails to pay an invoice for legal services when due. An invoice overdue for over 30 days constitutes a fundamental (material) breach of the Agreement, and the Law Firm may then terminate the Agreement extraordinarily with an immediate effect (upon informing the Client thereof) irrespective of the assignment for the performance whereof the Agreement has been entered into.

In some cases, the Law Firm may be obligated or entitled under the rules of professional conduct to terminate the Agreement, for example if the Client submits falsified evidence or demands that the attorney use means or ways that are contrary to law in order to protect the Client’s interests or demands that the attorney act in a way not in compliance with the honour and reputation of the attorney or rules of professional ethics, or if a conflict of interest exists / arises in fulfilling the Client’s assignment, or if the Client acts contrary to the attorney’s instructions or in any other manner expresses that the Client has lost trust in the attorney, or if the Client gives instructions to the attorney that are detrimental to the Client’s interest or clearly useless for performance of an assignment, and does not forego demanding compliance with these instructions irrespective of the attorney’s explanations.Upon termination of the Agreement, the Client shall pay to the Law Firm fees for legal services provided and expenses incurred prior and up to termination of the Agreement. If services to the Client under this Agreement are not rendered for 6 (six) months or longer, the Law Firm shall be entitled (at its own discretion) (i) to unilaterally change the fees indicated in the First Part of this Agreement; or (ii) to unilaterally terminate this Agreement with immediate effect by serving a respective notice to the Client.

When termination occurs, papers and property that you have provided to us will, at your request, be returned to you promptly. Copies of papers we have created for you, which you may need but no longer have, will be made available to you. Our drafts and work product will belong to us.

 

 

  1. CLAIMS

If a legal service is not in conformity with the terms of the Agreement, the Client may: (i) require performance of the obligation; (ii) withhold performance of an obligation which is due from the Client; (iii) demand compensation for damage; (iv) withdrawfrom or cancel the Agreement; (v) require a reduction of the fees; (vi) in the case of a delay in performance of a monetary obligation, demand payment of default interest. The Client who has a complaint or claim regarding the activities of an attorney oremployee of the Law Firm shall submit a complaint to the Law Firm in a format reproducible in writing. The complaint must clearly set out a description of the Client’s rights that have been violated, and the circumstances of the violation. Any existing evidence regarding

  1. NOTICES

These Standard Terms shall be incorporated into any specific engagement and will be part of each Assignment Letter. Except for pending uncompleted assignments, these Standard Terms supersede all prior understandings or agreements between you and us and they shall prevail over any contrary or alternative terms of yours or any third party.

All notices, requests, demands and other communications between the parties under this Agreement shall be made in writing and shall be deemed to have been duly given when delivered in person, sent by courier mail, registered mail or ordinary mail, fax or e-mail attachments he addresses of the parties indicated in the First Part of the Agreement. Each party shall forthwith notify the other party about any change of its contact details indicated in the First Part of the Agreement.

  1. AMENDMENTS

The Law Firm may unilaterally amend these General Terms and Conditions from time to time, notifying the Client by e-mail at least 30 calendar days in advance. The Law Firm publishes amendments to the General Terms and Conditions on its website www.emamandpartners.com The Client that does not agree with an amendment to the General Terms and Conditions may terminate the Agreement in line with Clause 11 of the General Terms and Conditions.