Unless otherwise agreed by us in writing in a Letter of Engagement or elsewhere, these Terms of Engagement will apply to all the work carried out by the Firm. The “Firm” will be, in each case, the company which the client is dealing with, and whose services has been engaged by the client in the particular case. The companies referred to in this website are not subsidiaries or members to a group.

1. Communication with you

Unless we receive specific instructions from you, we shall communicate and take instructions from you in person and by post, e-mail, telephone and fax. We may require you to confirm in writing any verbal instructions given.

We will keep you informed about work carried out on your behalf and, in particular, we shall provide an explanation of what action we are taking and why, information about the progress being made and a timely response to all incoming mail, e-mail, telephone calls and faxes.

To allow us to advise you fully, we need to have full details of the matter. You can help us by giving clear instructions, providing all relevant documents, acting promptly and informing us of any time limits that you consider relevant.

Our advice is personal and confidential to our clients only. If you pass that advice on to a third party or ask us to do so, that third party will not have an enforceable right against the Firm or any of its members, staff or other agents (whether under these terms, the Letter of Engagement or otherwise).

2. Authority to Act

It is important that we are able to identify our client. We shall be entitled to assume, unless otherwise instructed in writing, that the person providing us with the initial instructions in relation to a piece of work is our client. In particular, we shall be entitled to assume that:-

1. if the client is a company, we can take instructions from any director or the company secretary or anyone authorized by them to do so;
2. if the client is a limited liability partnership or partnership, we can take instructions from any member, partner or anyone authorized by a member/partner to do so;
3. if the client is a corporate or unincorporated body (other than a company or partnership), we can take instructions from an authorized officer of the body or anyone authorized by the body to do so; and
4. if there are joint clients, we can take instructions from either or any of them.

Where we do act for more than one person, each person for whom we do work is jointly and severally liable for the instructions given to us and for payment of our fees and outlays in connection with that matter. If you do not understand what this means, please ask us to explain.

3. Responsibility for your work

The Letter of Engagement provides you with details of the partner who has responsibility for the particular matter (“the Responsible Partner”) and, where applicable, details of the person who will be your first point of contact on a day to day basis. We shall try to maintain continuity with the people who are handling your work. If a change is required, we shall let you know as soon as possible and tell you why the change is necessary. If we require to use the specialist skills of other members/employees/agents of the Firm, we shall advise you of their involvement and, if appropriate, of any change to the basis for charging fees.

Our services shall be provided using reasonable skill and care.

4. Fees

Before engaging our services, it is our policy to discuss and agree the basis on which we shall charge a fee for work carried out on your behalf.

The Letter of Engagement sets out how we will calculate our fees for the work it relates to. In the absence of our written agreement to the contrary after the date of the Letter of Engagement, fees for any other work will, primarily, be calculated using the hourly rates (if any) set out in the Letter of Engagement or, if no such rates are set out therein, the hourly rates (based on the level of experience of the person(s) carrying out the work) prevailing for our general business from time to time. In addition to time spent, other factors that will be taken into account by us in determining our fees include the urgency, complexity, novelty and materiality involved in the work in question.

Where a basic hourly charge rate has been indicated it is that which is then current. As and when our hourly charge rates are reviewed (normally annually on 1 January), the amended rate will be applied.

The Letter of Engagement may set out an estimated fee. This is an indication only, made in good faith and on the basis of the information we have available to us at the outset. Estimates are subject to revision and are not a commitment by us to carry out the work for the fee stated. We undertake to notify you if it becomes apparent that our fee will exceed any initial estimate.

In addition to our fee, the costs of all (if any) outlays and expenses incurred by us on your behalf (such as bailiffs’ fees, search fees, registration/recording fees, translators’ fees, stamp duty, stamp duty land tax, bank charges, currency exchange costs, travel and accommodation costs, photocopying costs, courier and other third party accounts) will be payable by you.

Unless you notify us in writing to the contrary, we shall assume that we have your authority to incur those outlays and expenses which we regard as being reasonable to incur in carrying out our work for you.

5. Value Added Tax (“VAT”)

VAT will be charged, if mandatory, on our fee and certain outlays/expenses we incur on your behalf at the statutory rate which applies when the work is done or the outlay/expense incurred.

6. Rendering and Payment of Accounts

We shall send an invoice for our fees, outlays and/or expenses to you when we, in our absolute discretion, determine it is appropriate to do so. This may be done on an interim basis where the work instructed by you has not been finalized.  Details of outlays/expenses will be itemized separately.

Payment of an account is due within 14 days of the date of the invoice and requests for payment of outlays incurred should be met within a similar period or earlier, if required. Interest will be charged from the 28^th day on any amounts which are overdue, at the legal rates. Should payment not be made when due, we reserve the right not to carry out further work for you (after intimation to you to this effect) in which case we shall issue a final account to you.

If we are holding funds on your behalf, our fees, outlays and/or expenses may, at our sole discretion, be deducted from the sums held.

We also reserve the right to refuse any amount of cash at our discretion.

7. Funds Belonging to You

We may maintain a ledger account for funds held on your and/or other clients’ behalf and will hold funds where appropriate. No interest will accrue out of those funds unless otherwise agreed with the client.

The Firm does not accept liability for funds held on your behalf in the event of a bank or a savings bank, being unable or likely to be unable to return funds which have been deposited with it.  This applies also to funds held on your behalf but awaiting clearance through the banking system where such funds are held in our clients’ account.

8. Cleared Funds Policy

If payment is received by cheque the onward transmission of these funds cannot be processed until the cheque is cleared through the banking system.

9. Conflict of Interests

A conflict between your interests and those of another client of the Firm may arise. If we become aware that a conflict of interest exists, or may exist, in our acting or continuing to act for you, we will take immediate steps to advise you (and, if appropriate, the other party in conflict) and will ensure no conflict prevails if we continue to act for you. Where appropriate, we shall facilitate you making alternative arrangements and can help you to instruct other professionals. All fees and outlays/expenses (and related VAT) up to the date of termination of our engagement will be charged and become due.

10. Confidentiality

In carrying out work on your behalf, our first responsibility will be to you as our client. Save as referred to in the Letter of Engagement, we will not, without your permission, disclose to any person any confidential information relating to you or to any matter handled by us on your behalf, except in the proper course of the work carried out or if we are required to do so by law or any regulatory authority.

11. E-mail & Mobile Communication

We wish to make you aware that e-mails and mobile telephones are potentially insecure channels of communication. Information communicated in this way may be intercepted and e-mails may be lost, amended, destroyed, delayed or unsafe to use. We take all reasonable steps to ensure that confidentiality is maintained in all our communications with you and we will check for computer viruses before sending information electronically. However we shall not be liable for any loss or damage which you may suffer or incur as a result of using such communication channels (and, without prejudice to that generality, it is your responsibility to scan e-mails and attachments received from us for viruses). If you do not wish us to use such channels of communication, please advise us accordingly. E-mail entering or leaving the Firm’s system may be subject to monitoring and recording for business and other lawful purposes.

12. Our Liability

The aggregate liability of the Firm, its members, partners, employees and other agents for losses, damages, costs, claims and/or expenses (whether arising under contract, tort, delict, statute or otherwise) in relation to the work referred to in the Letter of Engagement or any other piece of work (or series of connected pieces of work) done for you shall not exceed ”the amount of the fees charges”. None of these parties shall have liability for losses, damages, costs, claims and/or expenses which arise as a consequence (whether direct or otherwise) of information provided by you and/or on your behalf being incomplete, inaccurate, illegible, out of sequence, misleading, missing, late or deficient in any respect whatsoever; and/or any other failure attributable to you and/or a third party; and you shall indemnify the Firm, its members, partners, employees and/or other agents, on demand, in respect of the same. None of these shall have liability to you in respect of any indirect or consequential loss or damage (whether in the form of loss of profit or otherwise) howsoever arising. None of the these parties shall have liability to a third party for losses, damages, costs, claims and/or expenses which arise in connection with (whether directly or indirectly) services provided to you and you shall indemnify each of the these parties, on demand, in respect of the same.

Nothing in the preceding terms shall exclude or restrict any rights you may have in respect of fraud or fraudulent misrepresentation or operate to exclude or restrict liability in respect of breach of contract and/or negligence which results in death or personal injury and the preceding terms shall be subject to this condition. Similarly, nothing contained in the preceding terms will exclude or restrict a liability of the Firm to the extent that the same cannot be excluded or restricted by law or the professional rules.

By your acceptance (whether deemed or actual) of the Letter of Engagement, you:-

• agree not to make a claim against any of the members, partners, employees and/or agents other than the Firm in respect of the services referred to in the Letter of Engagement or in relation to any other piece of work (or series of connected pieces of work) done for you;
• acknowledge and agree that any advice given to you by a member, employee or other agent of the Firm is given on behalf of the Firm and not in his/her capacity as an individual; and
• acknowledge and agree that no special duty is owed to you by a member, employee or other agent of the Firm.

The Firm accepts the benefit of this letter for itself and as agent of and trustee for each of the members, partners, employees and other agents.

13. Ownership of Correspondence Files

All correspondence, attendance notes, file notes, internal memoranda and draft documents (whether or not in writing or electronically held) pertaining to the work carried out on your behalf will remain the sole and absolute property of the Firm. You will have the right to inspect correspondence in which you have an interest and also to receive copies. Any papers provided by you and any deeds or documents provided by us in connection with the work carried out will become your property.

14. Destruction of Correspondence Files

It is our normal practice to destroy our correspondence files in accordance with the applicable law. In the absence of contrary agreement in writing, we shall assume you are content with this arrangement.

15. Storing of Title Deeds & Documents

We may store title deeds and other documents for you, but we reserve the right to charge you for doing so. If we propose to charge you for such a service, we shall notify you of the charges in advance.

16. Data Protection

During the course of carrying out work on your behalf and for as long as is necessary at the end of that matter, we shall need to keep information about you. This information will be processed and kept securely in accordance with the data protection legislation prevailing from time to time.

We value the relationships we have with our clients and we would like to keep you informed about legal and other commercial developments that may affect you, send you invitations to seminars/events that we feel may be of interest and keep you up to date with any developments at the Firm. In order to do this, we shall add your contact details to our marketing database. If you do not wish to receive any of this material, please advise the Responsible Partner.

17. Third Parties

If we have engaged the services of others on your behalf as approved by you (such as Counsel, overseas lawyers and/or expert witnesses) or services are provided by other professionals (such as accountants or surveyors) engaged by you, we are not liable for any service/advice provided (whether or not such service/advice is provided directly to us) and we will not be responsible for any act or omission of such other persons.

18. Termination of Engagement

Either you or the Firm may terminate our professional relationship at any time by giving written notice to that effect. In the event that you choose to terminate our professional relationship, we will render an account showing all fees, outlays and expenses incurred prior to the termination and due to the Firm. Should you wish any correspondence file (or a copy) or any other documents sent to another professional, an additional charge may be made by us in connection with this request. Delivery of the file and any other documents may, at our option, be subject to payment of this charge and settlement of all outstanding fees, outlays and expenses. We will not terminate our professional relationship without good reason (e.g. where a conflict of interest has arisen, if the action you are requesting us to take is contrary to our professional rules of conduct or if a breakdown in our relationship occurs), whether in its entirety or with respect to a particular piece of work .

19. Variation

These terms may be amended by us from time to time. The form prevailing at any time shall be available at www.aacni.com.

20. Governing Law

Our engagement shall be governed by and construed in accordance with the law of the country of incorporation and, by your acceptance (whether deemed or actual) of the Letter of Engagement, you agree that in the event of any dispute, the matter may be dealt with only by the courts of that country.

21. Other Terms

All other terms, conditions and criteria not expressly dealt with in the Letter of Engagement and the Terms of Engagement, including those related to fees, will be ruled by the body, association or society to which the Firm is a member.

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