Policies > Engagement Standard Terms

SEZ Standard Terms of Engagement (the “Standard Terms”).

The Standard Terms will apply to all engagements between SEZ and the Client (Collectively “Parties” and individually “Party”) unless otherwise agreed in writing by the Parties.

These Standard Terms are supplemented by additional standard provisions and/or Engagement Contract (“Contract”).

1. Defined Terms

1.1 The following documents will constitute the entire agreement relating to the Parties’ engagement:
(i) the Contract,
(ii) the Standard Terms,
(iii) any other terms and conditions agreed between the Parties, and
(iv) any amendments or supplements to any of the foregoing documents as will be agreed by the Parties from time to time.
In the event of any conflict between the terms of the foregoing documents, the documents shall be construed in the order of priority in which they are referred to above, but subject to any amendments as referred to in (iv).

1.2 In the above-mentioned documents: “us”, “we” and “our”  refer to SEZ, “you” and “your” refer to the Client. Unless otherwise specifically agreed, “you” and “your” do not include any persons or entities related to the Client`s parent companies, subsidiaries, affiliates, employees, officers, directors, shareholders, partners, members, commonly owned corporations or partnerships, or other such persons, entities or affiliates.

2. Our Relationship

2.1 When you instruct us on an individual matter, we will write to you to set out: (a) the scope of the work we have agreed to undertake and any assumptions on which it is based; (b) the fees and invoicing arrangements; (c) any applicable limitation of liability; and (d) the governing law applicable to the contractual relationship with you.

3. Our Fees 

3.1 Our bills are payable on receipt free from any deductions and in the bills` currency. Any costs arising out of the use of your third-party consultants shall be borne by you. Our bills cover any works required from us, on your behalf, by any governmental or regulatory body, or by a service provider appointed by you, on any individual matter which you have instructed us.

3.2 No part of our bills shall be paid by any third party, you shall be responsible for the payment of all parts of our bills, including the ones relating to the third parties, and any delay penalties applicable to them according to the below clause (3.3).

3.3 If a bill remains unpaid 30 days after its delivery: (a) you agree that we are entitled to charge a delayed penalty of 0.02 of the bill amount for each day of delay, (b) we may cease work on the matter to which the bill relates and any of your other matters with us without any notice from us written or verbal and (c) you agree that we are not responsible for any loss resulting from such cease of work.

3.4 You agree that we may exercise a lien over your files and documents until all bills due to us from you have been paid in full, subject to the laws and professional regulations applicable to us.

4. Disbursements & Other Charges

4.1 In case your interests require us to instruct counsel or engage correspondent lawyers, experts or others on your behalf and at your expense, we will consult you before doing so if such instructions will result in financial obligations on you.

4.2 We also charge you for photocopying, telephone calls, travel, court fees and other expenses. These charges will be included in our bills and will be determined on the exact costs which can`t be determined in advance.

5. Communicating with us

5.1 When you seek legal advice from us on your rights/obligations or when we represent you in contemplated or actual legal proceedings, the attorney-client privilege to our communications related to that advice or representation, will be according to the Applicable Law.

5.2 You agree that we may communicate with you using electronic means, knowing that certain risks (including, for example, interception, unauthorized access and risk of viruses) are associated with such means.

6. Confidentiality, conflict of interests, and our relationships with other clients

6.1 We will keep all information obtained from you, which is not in the public domain, confidential, and will only otherwise disclose it with your authority or if required to do so by the laws and professional regulations applicable to us or if permitted under paragraph 9.3. Nevertheless, you agree that we may disclose any relevant information in order to protect and/or defend ourselves in any actual or threatened legal, civil or regulatory proceeding and may also disclose any relevant information in confidence to our insurers, insurance brokers, auditors, bankers and other advisers if and to the extent such disclosure may occur without waiving or losing any applicable legal privilege.

6.2 You will provide us, and will instruct your other advisers and any co-venturer or other co-participants to provide us, on any matter on which we are instructed, with all relevant information and documents, all of which will have been properly obtained and on which we may rely without verification. You agree that, unless you instruct us otherwise, we may disclose any relevant information to your other professional advisers.

6.3 You agree that we may disclose our role as legal advisers in any matter on which we are instructed following its completion, for the purposes of publicity, unless you instruct us otherwise. You also agree that, unless you instruct us otherwise, we may publicize the fact that we have a relationship with you.

7. Complaints

7.1 Any concerns or complaints about our work should be directed initially to the partner/director responsible for carrying out your instructions or, if you prefer, to the relationship partner/director. We maintain internal procedures that can be employed should a concern require escalation beyond the responsible partner/ director. The laws and professional regulations applicable to us may also provide formal complaint procedures.

7.2 In particular, you should raise any queries regarding any of our bills with the partner or director responsible for the matter as soon as possible. If any part of one of our bills is queried by you or the relevant payer, you agree to immediately pay or procure payment of, those parts not subject to query.

8. Data protection, exchange of information and storage of documents

8.1 We act as a data controller in the provision of our legal services. We will process personal data provided to us by you or your employees or agents in relation to any instruction in accordance with data protection standards required by applicable law and will implement appropriate technical and organizational security measures to protect against unauthorized or unlawful processing of that personal data and against accidental loss of, or damage to that personal data. Please see our privacy notice for further information on our processing of personal data.

8.2 Some of your data may be stored using cloud technology managed by a third-party service provider.

8.3 We do not undertake to store or retain your files (whether paper or electronic) for any particular period of time, but will do so for at least the minimum number of years required by applicable laws and professional regulations or local business customs. Files may be destroyed at any time after the expiry of such period, without notice, except those files you ask to be delivered to you.

9. Copyright and intellectual property

9.1 We retain all copyright and other intellectual property rights in all material developed, designed and created by us in the course of a matter. You may only use and copy material created by us for you, or which we have developed independently of our work for you and used in the course of your matter, in accordance with our advice or specific license terms. All material must be kept confidential by you unless we agree otherwise.

9.2 We may use all material created and/or modified by us in the course of any matter for legal training, forms, service development (including in the training of artificial intelligence technologies in which event the materials may be hosted on a third-party system) and research purposes, without reference to you.

10. Our compliance with certain laws and regulations

10.1 We may require you to provide identifying documents and information concerning yourself and individuals and/or entities associated with you in order to comply with anti-money laundering laws and regulations and to keep those documents and information up to date. We may be unable to carry out your instructions if we are unable to verify your identity or, in some instances, the identities of your directors, shareholders and eventual beneficial owners.

10.2 We may be required by law or regulation to report to a governmental or regulatory authority our knowledge and/or suspicion that certain criminal offenses have been committed, regardless of whether such an offense has been committed by a client of ours or by a third party. We may not be able to discuss such reports with you because of restrictions imposed by those laws and regulations, and we may have to cease acting for you in those circumstances. You agree that we are not responsible for any adverse consequences you may suffer as a result of our compliance with such laws and regulations.

11. Force majeure

11.1 Neither you nor we will be responsible for failure to perform our respective obligations concerning your instructions (save for your responsibility to pay our bills in full) if the failures are due to causes outside, respectively, your or our control.

12. Amendments

12.1 From time to time, we may need to amend these terms of engagement. If this occurs, we will notify you of the changes by means of a notice in the Legal Notices section of our website but they will not affect any matter on which we are then currently instructed.

13. Limitations

13.1 If the validity or enforceability of any of these terms of engagement is in any way limited by the laws and professional regulations applicable to us, those laws and professional regulations will take precedence over these terms of engagement but they will be valid and enforceable to the fullest extent permitted by such laws and professional regulations, and such limitation shall not affect the validity or enforceability of any other term.

14. Integrity and ethics

14.1 Our policy is to act at all times in accordance with the highest professional, ethical and business standards, and we expect you to act in like manner in all your dealings with us and your business counter-parties. We do not countenance bribery or corruption in any form and you agree (i) not to expect or request any conduct from us that might bring our name into disrepute or compromise our integrity, (ii) that you and your employees and agents will refrain from any practices involving bribery or any other corrupt activities and (iii) that you have taken or will take internal steps or procedures designed to ensure that the risk of corruption and bribery during the course of our relationship is eliminated.

15. Termination

15.1 Either you or we may terminate our engagement at any time by giving reasonable prior notice in writing, subject, in our case, to any applicable laws or regulations. We will only stop acting for you if we believe we have a good reason to do so, but we retain sole discretion regarding any such decision.

15.2 If our engagement is terminated for any reason, you agree to pay in full our bills representing fees, costs, disbursements and other charges up to the time of the engagement’s termination.

15.3 A solicitor/client or attorney/client relationship exists between you and us only if, at the relevant point in time, we are working under instructions from you; we shall have no duty to provide you advice at any other time concerning changes in laws, rules or regulations that might affect your rights. Further, if we are not under instructions from you at a given point in time, you agree that, unless prohibited by applicable laws or regulations, we are entitled to accept at that time other instructions to act in respect of the subject matter of your previous instructions although we will not disclose to, or use to the benefit of, another client any information or documents in respect of which we owe you a duty of confidentiality.

15.4 We may send you general information on legal developments without charge or may include you in general mailings after our or their engagement with you has been terminated. This will not change the fact that our or their engagement has been terminated.

16. Cap on Liability

You agree that our total aggregate liability to you, whether for breach of contract, tort (including negligence and misrepresentation), breach of statutory duty or otherwise arising out of or in connection with the engagement, and whether related to any act, omission, statement or delay in acting will be limited to the actual fees that we received from you under such engagement for the specific transaction that caused the liability.

Policies > Engagement Standard Terms