Agreement on legal services
1. General terms and conditions
Dr. Manyuta Law Office (in this document also referred to as “we” or “us”) shall comply with these general terms and conditions of the agreement on legal services (the “General Terms”) when providing legal services to our clients. Specific terms and conditions agreed with the client in writing (the “Special Terms”) shall prevail over any contradicting provisions of these General Terms. General Terms and Special Terms shall constitute one binding agreement on legal services concluded between the client and Dr. Manyuta Law Office Ltd. (UK Company House Company number: SC769493, Registered office address: Dept 4552, 1st Floor 211 Dumbarton Road, Mansfield Park, Glasgow, Scotland, G11 6AA).
2. Our services
2.1 Our services are generally limited to legal advice, including drafting of legal agreements, opinions, memorandums and other documents, representation in negotiations, authorities, courts, arbitral tribunals or elsewhere. Our services include provision of legal services that are within the scope of the client’s assignment only. We assume responsibility only for legal advice relating to the Laws of the UK. If the client requests, we may provide our views on various issues related to the laws of other jurisdictions as well, however, such views shall not comprise part of our legal services and we shall not assume any liability in relation to such views, including their correctness and accuracy.
2.2 In case of particular assignments, such as representation in court or arbitral tribunal, the client shall enter into a separate representation agreement with us.
2.3 With the approval of the client, we may engage external advisors, including foreign law firms, services of which shall be necessary for the proper protection of the client’s interests and completion of the client’s assignment to us. However, the client shall remain responsible for the instructions given to such external advisors and for payment of invoices issued by them.
2.4 Unless otherwise agreed in the Special Terms, after completion of the client’s assignment, we shall not be obliged to update or amend any documents, opinions or other material produced as a result of our legal services due to any reasons, including changes in laws, case law or relevant factual circumstances.
2.5 In providing our services we shall comply with the SRA standards and regulations, the SRA Code of Conduct for Firms and other applicable laws and regulations.
2.6 Unless otherwise agreed in the Special Terms, intellectual property rights in materials prepared by us during the fulfilment of the client’s assignment shall belong to us.
3. Conflict of interest
3.1 Prior to accepting any new assignment from the client, we shall perform an internal conflict of interest check to confirm that we are free to act on the client’s behalf. However, despite the conflict of interest check, situations may still arise during an ongoing provision of legal services where we may have a conflict of interest. In such situations, we reserve the right to reject the assignment and terminate the agreement with the client. We shall immediately inform the client of any circumstances which give rise to or has a reasonable potential to give rise to any conflict of interest.
3.2 Our relationship with the client does not create mutual exclusivity. The client is free to use the services of other law firms and we retain the right to provide services to any other persons, including to the ones who are engaged in the same or similar business as the client or who may potentially have interests opposite to that of the client.
4. Team of professionals
4.1 We will assign a responsible lawyer to every project of the client. Such assigned lawyer shall assemble a suitable team of lawyers legal assistants and other professionals. The names of the lawyers, legal assistants and other professional assigned to a project and their contact details shall be made available to the client in the course of the project.
5. Communication and client instructions
5.1 Unless otherwise agreed in the Special Terms, we communicate with our clients via telephone, Viber, WhatsApp, Telegram, Messenger and email. On occasion, due to technical or other difficulties, electronic messages may not reach their intended recipient. In such a case or if the matter is urgent or otherwise time-sensitive, we shall prioritise communication with the client in person or via telephone, Viber, WhatsApp, Telegram, Messenger.
5.2 The client is aware of the risks associated with electronic communication: messages may get delayed or lost, confidential and personal information may be intentionally or unintentionally modified, stolen or disclosed to third parties. We are not liable for the risks related to electronic communication of digitally formatted information, provided that we have taken all reasonable precautions to avoid such occurrences.
5.3 The client shall submit to us all relevant information and documents which may be necessary to complete the assignment and shall update us on any change of the relevant facts or factual circumstances. We shall provide legal services on the assumption that the information and documents provided to us by the client in relation to the assignment are valid, accurate and correct, unless otherwise explicitly indicated by the client.
5.4 Unless the client instructs us otherwise, we shall provide legal services on the assumption that any of the client’s senior managers, employees or consultants, who usually give oral or written instructions to us, are duly authorized to do so by the client.
6. Confidentiality
6.1 We shall take all available measures and precautions to at all times keep information disclosed to us by the client strictly confidential and shall not disclose such information to anyone, unless:
6.1.1 the disclosure is permitted by the client;
6.1.2 the information is already in the public domain;
6.1.3 the disclosure is made to third persons (e.g. banks, notaries, translators, etc.) if, in our or client’s opinion, it is necessary for the provisions of legal services;
6.1.4 the disclosure is made to other external advisors of the client who are working on the same assignment;
6.1.5 the disclosure is permitted by Section 10 or Clause 6.2 of these General Terms;
6.1.6 the disclosure is imposed by applicable mandatory laws and/or professional rules of conduct.
6.2 The client shall not disclose the content of our advice to any third persons without our prior consent.
7. Fees and invoicing
7.1 Unless otherwise agreed in the Special Terms or otherwise agreed in writing, our fees for legal services shall be calculated based on the hourly rates of our professionals prevailing at the time of the assignment and/or shall be agreed as a fixed amount depending on complexity of the assignment, possible time constraints, risk we are exposed to, the qualifications and experience of the lawyer or employee performing the assignment, the resources required to fulfil the assignment and/or results achieved. Value added tax (“VAT”) is not included in our fees and is added to fees in the cases and at the rate set by the applicable law. All fee estimates that we may provide are merely indicative and cannot be considered fixed prices, unless otherwise agreed in the Special Terms.
7.2 We will separately charge direct external expenses, such as travel costs and governmental or registration fees, incurred in connection with the assignment. The client may be asked to cover major expenses in advance, if they are required to be incurred in the course of our work on the client’s assignment.
7.3 The amount of fees is determined irrespective of whether those fees will be reimbursed to the client as cover for legal expenses or under an insurance policy acquired for any other reason, or whether, in a relevant dispute, the losing party is obliged to pay the costs of the opposing party.
7.4 Unless otherwise agreed in the Special Terms or otherwise agreed in writing, the client shall be invoiced on a monthly basis and the payment shall be due within 25 calendar days as of the date of our invoice. We shall send our invoices in an electronic form (without physical signature) to the e-mail address indicated in the Special Terms. We reserve the right to outsource the distribution of invoices to the client to any third-party professionals who shall be bound by the same confidentiality obligation towards the client as indicated in Clause 6.1 of these General Terms.
7.5 An interest at the rate of 0.1% per each overdue calendar day shall be applied on any overdue payments. We also reserve the right to withhold any material prepared for the client while fulfilling the assignment until full payment of all amounts overdue.
7.6 We may unilaterally change the hourly rates of our professionals from time to time in which case we shall inform the clients on which assignment we will the work about this at least 30 calendar days prior to the new hourly rates coming into force. Both parties shall have the right to unilaterally terminate the agreement on legal services if the new hourly fees are unacceptable to the client. However, the termination of the agreement on legal services by either party shall not release the client from the obligation to pay the outstanding fees for the legal services provided
until the date of its termination.
8. Data protection
8.1 We will collect, store, use and process personal data about the client and persons associated with the client (e.g. employees, shareholders, ultimate beneficial owners, representatives, etc.) in accordance with all the applicable laws, rules and regulations concerning protection of personal data. The purposes of such collection, storage, processing and use of the aforementioned personal data are as follows: (i) performance of the agreement on legal services, including performance of the client’s assignment; (ii) confirming the identity of the client; (iii) performing a conflict of interest check; (iv) administering our billing and accounting systems; (v) maintaining our internal knowledge management systems; (vi) managing our client-relationship management systems; (vii) complying with our legal obligations; and (viii) for client-specific marketing purposes.
8.2 The client shall inform us about any specific security measures regarding the protection of its personal data. In the event the client does not inform us about any specific security measures, it shall be understood that the client agrees that the security measures implemented and used by us are fully compliant with all relevant applicable laws, rules and regulations concerning the protection of personal data.
8.3 The client and other persons, whose personal data will be collected, stored, used and processed by us, shall have the right to receive information from us on how we use their personal data and request us to rectify or erase their personal data.
8.4 If so necessary for the proper fulfilment of the client’s assignment and provision of legal services, we may transfer the aforementioned information about the client or persons associated with the client to third persons (e.g. foreign law firms or other advisors, supervisory authorities, etc.).
9. Client identification
9.1 We have a legal obligation to verify the identity of our clients, their representatives and owners (including ultimate beneficial owners), for example, in order to prevent money laundering and terrorist financing. In some instances, we are also legally obliged to clarify the origin of the client’s funds and other assets. We have a right to request relevant documents and/or information from the client for the purposes indicated in this Clause.
9.2 We may be required to report to authorities and institutions if the client’s assignment is suspicious or we have reason to suspect terrorist financing or money laundering. Such suspicions may oblige us to reject the new assignment or withdraw from an ongoing assignment.
9.3 The client acknowledges our right to process personal data regarding the client, client’s representatives and owners for the purposes set out above. It will be the client’s responsibility to notify its representatives and owners of potential processing of their data for the purposes set out in this Section 9.
10. Publicity
10.1 Unless otherwise agreed in the Special Terms, we reserve the right to identify the client as our client and provide a brief description of the assignment in client offers and submissions to legal directories, with the condition that we will mark such information as confidential.
10.2 For transactions and other similar assignments, the client consents to us making public our involvement on the client’s behalf in such assignment upon its entrance into the public domain. We will only seek the client’s approval before such disclosure if we have a particular reason to believe the client does not wish to have our involvement made public.
11. Complaints and claims
11.1 If for any reason the client is unsatisfied with our services, the client must inform the partner responsible for the assignment immediately after it becomes aware of the circumstances giving rise to the complaint or claim (the “Claim”). All Claims of the client must be submitted in writing and must include a clear description of the circumstances giving rise to the submitted Claim. If the client has any evidence regarding the violation of client’s rights, then all such evidence must be appended to the Claim.
11.2 We shall not be liable for any Claims made later than 12 months after the following event, whichever occurs first: (i) the completion of the client’s assignment; or (ii) the circumstances giving rise to the Claim became known or should have become known to the client. If the client fails to submit the Claim to us within the aforementioned period, the right of the client to submit the Claim shall be deemed to have expired.
11.3 If the client’s Claim against us is based on a claim by a third party or authority, we or our insurers shall have a right to answer and settle such claim, including entering into a settlement agreement, on the client’s behalf. We shall not be liable if the client settles, compromises or otherwise takes any action in relation to such claim without our prior consent. If we or our insurers agree to compensate the client with respect to such claim, the client condition for such compensation shall be that the client assigns or subrogates its rights of recourse against any and all third parties in relation to the claim to us or our insurers.
12. Limitation of liability
12.1 Our liability to the client shall be limited to monetary damages up to double of the amount of the fees paid for the legal services. We shall not be liable for any indirect loss, including loss of profit or the value of lost opportunity, and non-monetary damages. Our liability shall be reduced by any amount that the client obtains under any insurance maintained by the client or from any contract to which the client is a party or indemnity to which the client is a beneficiary.
12.2 If the client uses our advice, documents or other material prepared in relation to the assignment for any other purpose other than for which they were provided, we shall not be liable for any loss or damage to the client associated with such usage. We shall also not be liable for any services provided or advice given to the client by any other external advisors, including in the cases where such external advisors were engaged by us on the client’s behalf or their services or advice were provided to the client through us, provided, however, that the client has been informed about the engagement or participation of such external advisors in fulfilment of the client’s assignment.
12.3 We shall be liable only to the person who entered into the agreement on legal services with us and we shall not be liable for any loss or damage that may be caused to any other third person.
12.4 If under the applicable law our lawyers, employees or other persons providing services via us are made liable to the client, the limitations of liability stated in this Section 12 shall apply to these persons as well.
13. Termination
13.1 The client shall have the right to unilaterally terminate the agreement on legal services at any time by submitting a prior written notice to us. We shall have the right to unilaterally terminate the agreement on legal services by providing 15-calendar day prior written notice to the client, provided, however, that such termination does not contradict applicable rules of professional ethics and that there is a substantial enough reason for such unilateral termination. Examples of such substantial enough reasons for termination of the agreement on legal services include client’s failure to provide information to us under Section 9 of these General Terms, a delay in payment of the fees for our legal services, actions of the client which are contrary to our instructions or advice, other actions of the client which mean that the client has lost trust in us, as well as if we are not providing any services to the client under the agreement on legal services for 6 months or longer.
13.2 The client agrees that in cases of material (fundamental) breach of the agreement on legal services by the client we shall have the right to unilaterally terminate the agreement on legal services with an immediate effect (upon informing the client about the termination), provided, however, that such termination does not contradict applicable rules of professional ethics. Examples of such material (fundamental) breaches of the agreement on legal services include client’s failure to provide information to us under Section 9 of these General Terms, delay in payment of fees for our services exceeding 30 calendar days, demands by the client for us to take action that is contrary to law or demands that we act in a way that is not in compliance with the applicable rules of professional ethics.
13.3 Termination of the agreement of legal services shall not relieve the client from the obligation to pay for our services provided and costs incurred by us up until the date of termination.
14. Applicable law and disputes
14.1 The agreement on legal services shall be governed by and interpreted in accordance with the UK Law.
14.2 Any dispute, controversy or claim arising out of or relating to the agreement on legal services, or the breach, termination or invalidity thereof shall be finally settled by the arbitration in International Commercial Arbitration Court in accordance with its Rules. The number of arbitrators shall be three. The venue of arbitration shall be LCIA. The language of arbitration shall be English.
15. Amendments
15.1 We have a right to unilaterally amend these General Terms from time to time, notifying the client by e-mail at least 30 calendar days prior to the amendment taking effect. We publish these General Terms as well as all the amendments thereof on our website www.manyuta.pro. If the client does not agree with the proposed amendments to the General Terms, the client is entitled to unilaterally terminate the agreement on legal services in accordance with Section 13 of these General Terms.