These Terms and Conditions establish the basis on which we will intervene to provide services to our customers.
For each intervention, we will detail in a separate letter or email (“Engagement Letter”) the scope of the services we will provide to you (“Services”) and our corresponding fees. These General Terms and Conditions as well as the Engagement Letter (and, as the case may be, any document relating to the additional/ complementary/ additional fees) will constitute our agreement.
Your contract has been concluded with El Ajeri Lawyers - "EAL" as it will be mentioned on the Engagement Letter ("EAL", "we").
The client must be properly identified in the Engagement Letter as we do not accept any liability for the Services towards any other person than that identified in the Engagement Letter.
We will provide the Services with reasonable care and skill.
This contract is subject to the applicable legal, professional and regulatory requirements to which the EAL Entity (see Art.2.2) must comply.
Our role is defined in the Engagement Letter. We will not provide advice in areas other than those mentioned unless we specifically agree to an endorsement to the Engagement Letter. Our services will not include advice on the tax implications of any action or transaction or tax matters except as specifically agreed between us as part of our Services.
The legal advice we will provide is valid on the date it is provided. Unless we specifically agree to an endorsement of the Letter of Undertaking, we will not advise you on changes in laws or regulations that occur after the delivery of the Services.
Your input will help us provide you with the appropriate Services and we rely on you to provide us with complete, accurate and up-to-date information as appropriate.
The Engagement Letter will appoint employees with the appropriate skills to deliver the Services. From time to time, we may delegate tasks to other people with relevant experience.
DLA Piper Africa is a Verein Switzerland, whose members are independent African law firms working with DLA Piper. DLA Piper also has partnerships with a number of associate law firms, but not part of DLA Piper ("Partner Firms"). For more information on these companies and the structure of DLA Piper, please visit the Legal Information page on www.dlapiper.com
In some cases, we will also use other DLA Piper entities (in addition to EAL) for the provision of services, in which case the EAL Entity will remain responsible to you for the provision of these services.
When services are provided to you by a third party advisor ("Third Party Advisor"), these services will be controlled and supervised by that Third Party Advisor. Liability for these services will be governed by the Engagement Letter between you and the Third Party Advisor. If we had recourse to a Third Party Advisor for your benefit, you would be directly responsible for the settlement of his fees and disbursements, and we assume no responsibility for the acts, errors or omissions of this Third Party Advisor.
Our fees are detailed in the Letter of Commitment (or in any separate agreement regarding fees that may be sent to you), otherwise our standard hourly rates will apply.
3.2 All estimates of fees are provided for information only, and final fees and disbursements may differ from this estimate. If fixed fees are agreed and our mission evolves, the additional work will be done on the basis of our standard hourly rates. All estimates or references to fees are exclusive of VAT (or any other applicable taxes).
We may ask you to pay a provision for fees, disbursements, fees and anticipated expenses. We may refuse to perform, suspend or terminate the provision of our services if you do not pay this provision upon request.
If we need to use third-party service providers or if we advise you to do so, you will bear the cost and you will reimburse us for any costs we incur if we use providers for your benefit. We will also charge you fees (such as research and survey costs, courier / courier fees, travel expenses, photocopying and court fees) that we incur on your behalf.
Invoices will be issued monthly unless otherwise agreed between us.
In the event that an invoice is not paid within 30 days from its due date, we reserve the right to charge interest from the due date until full payment is made. the bill, at the legal rate of interest in civil matters of 7%. In the absence of payment of an invoice in time, we reserve the right to suspend or terminate the Services, to use the funds we hold for you to settle your debt or to keep documents, documents or any other element about you until the total adjustment of our fees, expenses and disbursements.
You must pay the full amount of any invoice regardless of the legal deduction obligations incumbent upon you.
We may communicate with you by e-mail or other electronic means which will be unencrypted unless specifically agreed upon with you.
We are not responsible for any error in sending, unauthorized interception or transmission of viruses via electronic communications unless this results from negligence or willful misconduct on our part.
We will not communicate with you via instant messaging channels (such as WhatsApp, WeChat or other social media platforms) as we have no control over such use and such use could adversely affect the confidentiality of your information. If you communicate with us via instant messaging, we will not be liable for any data breaches resulting from the transmission of information by these means, and we will not be responsible for any direct or indirect loss resulting from a data breach by third parties who intercept your information.
Several regulations require us to properly identify our customers. We may use an electronic identification provider to confirm the identity of individual customers, managers or other executives or customers.
CONFLICTS OF INTEREST
We will not interfere with another client in a matter for which we are already acting on your behalf if the interests of that other client in the performance of the Services are at odds with yours, unless you consent to it.
Subject to Article 6.1 and any express agreement that we may enter into, we are free to act for another client in any matter (whether or not this involves litigation or similar proceedings) even if the interests of the other they are or become contrary to yours. You confirm your consent (to the extent that such consent is required in accordance with any legal, regulatory or professional restrictions or requirements applicable in any jurisdiction) to such concurrent representation.
You are identified in the Engagement Letter. No lawyer / client relationship exists with your parents, subsidiaries, affiliates or any of their officers, officers, shareholders or employees in connection with the delivery of the Services ("Affiliates"). As a result, for purposes of conflict of interest, we may represent another client whose interests conflict with those of your Affiliates without having to obtain your consent.
If you are a professional association, a joint-venture, a partnership or any similar entity, we do not intervene for individual members, co-contractors or partners.
In certain cases in which we act on your behalf, we may also act for other clients (or their funders) competing for the same asset or purpose, for example:
a prospective purchaser or potential purchaser of a company (or any other entity), an activity or assets,
a tenderer for a contract, or
a creditor in an insolvency proceeding. You agree that we may intervene for other clients in such scenarios as separate teams of DLA Piper and appropriate measures to ensure the confidentiality of your information will be put in place.
All information you provide us during the duration of this mission will remain confidential. You agree that we may disclose such confidential information to our professional insurers, our auditors, any other entity of DLA Piper or Partner Firm and to third parties to whom we entrust certain tasks, activities and legal, financial and administrative tasks, including example, document processing and translation services, waste disposal, assistance and technology support / services, records and information storage and archiving service providers, or where legislation or a regulation requires us.
You agree that we are under no obligation to disclose information to you for which we are under a duty of confidentiality to another customer or other person and you agree that we will act on your behalf even if we are likely to hold such information and even if it may have a significant significance for the purpose of providing Services.information storage and archiving service providers, or where legislation or a regulation requires us.
If we hold confidential information that belongs to you, we may intervene for another client in a case in which this information has a significant scope but we will put in place appropriate measures to ensure the confidentiality of your information.
LIMITATION OF LIABILITY
The overall liability of EAL and / or any other Member of EAL or DLA Piper, under any circumstances and for any reason whatsoever, for any loss or damage resulting from or resulting from the Services is limited to the amount of indicated in the Letter of Commitment or, if no ceiling is indicated, to .............
For the purpose of this Article 8, the term "EAL Members" means the EAL Entity and any other DLA Piper Entity and in each case their members, partners, officers, employees, representatives or agents.
We are responsible and committed only to you, and no one other than yourself.
Any claim relating to the Services may only be made against EAL.
The liability of EAL (and / or any other Member of EAL) for any damage or injury resulting from or resulting from the services is limited to the proportion of the injury or damage that appears fair and equitable taking into account the extent of your own liability and that of any other person for the injury or damage (without taking into account the impossibility in which you would be able to assert such a claim against this other party because of a limitation, a lack of means, the possibility for this third party to be based on exclusion or limitation of liability or for any other reason).
If, by reason of any exclusions and / or limitation of liability that you would have agreed with any other person, our ability to claim a contribution to this other party would be reduced, our liability to you will be reduced by the amount we would have could ask this other party.
We will not be liable for any loss of profit or loss or consequential or incidental loss arising out of or in connection with the Services.
Nothing in Article 8 shall apply to the extent that it:
constitutes a limitation or exclusion of liability for death or personal injury caused by negligence or constitutes a limitation or exclusion of liability for cases of fraud, flagrant non-compliance with professional obligations; or
Would cause a Member of EAL or DLA Piper to violate a public, legal, regulatory or professional restriction or requirement, it being understood that in such circumstances the provisions of this Article 8 which are considered unenforceable shall only be applicable to the Members of EAL or
8.8 We will not assume any liability for any damage or loss in connection with a default or any other act or omission on the part of any financial institution from which funds have been deposited as part of the delivery of Services.
We will retain ownership of all copyrights, database rights and other intellectual property rights relating to all material and documents we have developed in connection with the provision of the Services. However, you may use them for the purposes for which they were provided.
We (you and we) will act respectively and separately and independently as data controllers and will each respect our respective legal and regulatory obligations with respect to the processing of personal data. Personal data will be processed in such manner and for such purposes as you or we consider appropriate during and / or in connection with the performance of the Services to be provided. Except with the express and written agreement of each party, we will not process any personal data for your account or according to your instructions as a subcontractor.
We may use service providers or any other external subcontractor to provide the Services (including, for example, electronic discovery platforms, private search agents or other third-party experts). Trying to learn how to translate from the human translation examples. They will process all personal data on our behalf and under our direction. We will conduct due diligence on external subcontractors and adopt appropriate contractual arrangements to ensure compliance with all relevant legal and regulatory requirements
You understand that personal data may be transferred outside the European Union. This may include transfers to external subcontractors, as well as to DLA Piper offices and Partner Cabinets. Where appropriate, appropriate safeguards will be established to ensure compliance with all relevant legal and regulatory requirements.
We will take appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss or destruction or any damage that may be caused to them.
If any of us discover or reasonably believe that a breach of security may result in the loss, disclosure or destruction of personal data relating to the Services, we will cooperate with each other to enable each of us (as the case) to comply with our respective data protection obligations and / or any other similar law that may impose an obligation for the management of security breaches.
If one of us is aware of a request from a data subject concerning personal data processed under Articles 15 to 21 of the EU General Data Protection Regulation (or similar ) the party concerned shall notify the other party within 48 hours and shall provide the assistance reasonably necessary to comply with the relevant obligations under Article 15 21 with respect to that claim relating to the rights of the person concerned.
If you are a natural person, you acknowledge that when we have to process personal data about you to deliver the Services to you, we will process such personal data in the performance of a contract with you.
You can find more information about how we process personal data on our External Privacy Note via our website www.dlapiper.com
FIGHT AGAINST CORRUPTION
We have a strict anti-corruption policy that applies to all our staff around the world. We will not participate, directly or indirectly, in any form of corruption and we advocate zero tolerance for such acts, whether they involve individuals or public officials. We pledge to never accept, solicit, consent to receive, promise and pay bribe, facilitation payment, hidden commission or any other inappropriate sum. As part of your transactions with us, you must not, directly or indirectly, engage in any form of corruption. If a breach of this clause is suspected or known, you must notify us immediately.
We are committed to the respect and promotion of human rights in all internationally recognized forms as defined in the International Bill of Rights and the ILO Declaration on Principles and Rights. fundamentals at work. We will take reasonable steps to identify, prevent or mitigate the negative impact of our activities on human rights and we expect our partners, including our clients, to respect human rights in their activities and operations. You must notify us if you are aware of negative human rights impacts that may be caused in whole or in part or are directly related to your business activities and to the services.
The lawyer / client relationship that binds us will end when we are no longer actively involved in your business. However, if we consider this to be relevant (subject to the professional liability rules in force in the country from which our services are provided), human translation examples. We reserve the right to stop acting on your behalf for any reason. If we plan to exercise this right, we will have to confirm to you in writing that we no longer intervene for you and we will bill you for all the tasks completed up to the end of our intervention.
We may stop acting for you if the requirements for customer identification procedures or conflicts of interest have not been met. If this is the case, no lawyer / client business relationship will have existed between us or will be considered to have existed.
RETENTION OF DOCUMENTS
We archive your files and documents in accordance with our obligations under the EU General Data Protection Regulation (or other applicable legislation) for a minimum period of ten years from the closure of your file. by our services, or longer if we are required to do so by any legal or regulatory obligation. We may then destroy those files without notice and without incurring our liability to you. If you request the return of your files and documents, we can charge you the costs of copies
The contract binding us shall be governed by the law of the country specified in the Letter of Undertaking (or failing this by the law of England and Wales) and you irrevocably accept the jurisdiction of the courts of the country specified in the Engagement Letter (or in the absence of English courts and tribunals) with respect to any dispute arising out of or arising out of this Agreement.
No claim of sovereign immunity may be made
We will not be liable to you if we are unable to provide our Services for any reason beyond our reasonable control.
All changes to these terms and conditions must be agreed between us and confirmed in writing.
The continuous sending of instructions in this case will confirm that you accept these terms and conditions