The present General Terms and Conditions determine the content of contracts on legal services’ provision concluded between Morkel & De Villiers (the Law Firm) and its Clients (the Principal) unless the other terms and conditions were agreed on in a written agreement between the Law firm and the Principal.
Scope of services
1.1. The object of the services rendered by the Law Firm to the Principal is to provide legal assistance concerning the Principal’s economic activity or the other assets-related matters of the Principal within the scope of a mandate given to the Law Firm by the Principal (legal services). The legal assistance is aimed to ensure the proper protection of the Principal’s legal interests within the boundaries arising from the scope of legal services in the given case, which the Law Firm was given a mandate to.
1.2. The legal services will be performed within the scope of South African law as well as of the European Union law. Within the remaining scope the Law Firm will act, as far as possible, as a middleman at the provision of the legal assistance by foreign lawyers to the Client.
1.3. The legal services shall in particular consist in drawing up opinions as well as legal and tax analyses, preparing draft legal documents, reviewing draft legal documents put forward by other persons, representing the Principal towards parties he contracts with or towards employees during negotiations, mediation talks and disputes and in providing the Principal with a current legal advice as well as in representing the Principal in all court and administrative proceedings whatsoever, with the reservation that the representation in criminal proceedings shall be limited to the extent specified by the counsellors’ at law professional entitlements.
1.4. When providing legal services, the Law Firm shall be obliged to exercise due diligence compliant with standards of rendering professional legal services as well as with the Counsellor’s at law.
1.5. The Law Firm shall also ensure to its Clients such an organization of the services’ provision as to guarantee reliable and prompt services in all cases in which it undertook to provide legal services.
1.6. If the Principal entrusts the Law Firm with legal services on a permanent basis, the Law Firm shall be obliged to maintain permanent readiness to provide legal assistance to the Principal.
1.7. The Law Firm declares to be ready to perform supplementary services of organizational and business-related support for the Client’s benefit within the scope agreed on by both parties.
Giving a mandate to provide legal services
2.1. The agreement on provision of permanent legal services between the Principal and the Law Firm shall be concluded at the first case commissioned by the Principal after the Principal provides his identification data (in the case of entrepreneurs: a full business name and a legal form, address, NIP (Tax Identification Number), his status as a VAT taxpayer or a taxpayer of a corresponding value-added tax in the other country; in the case of natural persons not conducting economic activities: first and last name, address, (personal identification number of a natural person – if it has been conferred to such a person), his status as a VAT taxpayer or a taxpayer of the corresponding value-added tax in the other country and following an agreement on the principles of the Law Firm’s remuneration for legal services and following the Law Firm’s confirmation of acceptance of the first case to advice on. Declarations of the Principal as well as those of the Law Firm may be made in writing, by phone, e-mail, fax or in person at a meeting.
2.2. The Principal may give the Law Firm a mandate to develop cases to advice on or instructions in respective cases in writing, by phone, e-mail, fax or in person at a meeting.
2.3. A mandate to develop cases to advice on or instructions in respective cases may be given by all employees and permanent collaborators of the Principal unless the Principal sets out unilaterally a list of names or positions of persons authorized to give develop mandates. Such a list may be set out or changed in writing, by phone, e-mail, fax or in person at a meeting.
2.4. Mandates concerning develop cases to advice on or instructions in respective cases may be made to each lawyer belonging to the Law Firm’s permanent team; however, as far as possible, contact with the lawyers who are have already been involved in the Principal’s legal issues is preferred. Accepting a given case to provide legal services at shall require a clear confirmation of the Law Firm in writing, by phone, e-mail, fax or in person at a meeting.
2.5. In the case of giving the Law Firm a one-time mandate to conduct a given case, the contract of legal services between the Principal and the Law Firm shall be concluded after the Principal provides his identification data referred to in point 2.1, and following the specification of the object of the case, an agreement on the principles of the Law Firm’s remuneration for the legal services and following the Office’s confirmation to accept the case to advice on. If an advance payment on account of the remuneration has been agreed on, the Office shall set about performing the mandate after having received the advance payment. The provisions of points 2.2 – 2.4. within the scope of providing instructions in the case shall apply accordingly.
Manner of performing legal services
3.1. The manner of performing legal services in a case entrusted to the Law Firm, and in particular, time limits for performance of respective activities, shall result from the kind of the case, the scope of the mandate as well as from current arrangements with the Principal.
3.2. The Law Firm shall decide on its own on entrusting the provision of legal assistance in respective cases or of entrusting the performance of respective activities in a given case to lawyers who are members of the Law Firm’s permanent team, taking into account the type of the case or of the activity, time limit for its performance, qualifications of a given lawyer and their knowledge of the Principal’s matters, however, the overall organization of work on the Principal’s matters will ensure the organizational and cost-related optimization of legal services. The respective activities may also be entrusted to external specialists where it is required on account of protecting the Principal’s interests and the Principal does not object to it.
3.3. The Law Firm may make the provision of legal services in a given case dependent on having been made available the access to documents or information held by the Principal, while specifying at the same time the required method of making those documents or information available. The Principal shall be exclusively liable for the accuracy and completeness of the documents or the information provided as well as for effects arising from failure to forward to the Law Firm the information or documents of significance for a given case.
3.4. Representing the Principal, particularly in civil law, penal or administrative proceedings shall require a written power of attorney to be granted to counsellors at law or other persons indicated by the Law Firm.
3.5. Law Firm’s seat shall be the place of providing legal services unless given their nature, respective activities must be performed at a different place.
3.6. Where a conflict of interests arises between the Principal and another Client of the Law Firm, the Law Firm shall be obliged to notify the Principal of such a situation and ensure such a manner of providing legal services to the Principal and the Client, who the Principal is in conflict of interests with, especially through application of internal confidentiality procedures, in such a manner that the Principal’s legal interests be fully protected. However, the Law Firm reserves itself a right to discontinue the provision of legal services in a given case to both parties.
3.7. The Law Firm shall be obliged to keep confidential the information about the Principal’s enterprise or his other assets-related matters, obtained in connection with providing legal services. This obligation shall not apply to information which is generally available.
3.8. The Law Firms shall have the right to disclose the fact of providing legal services for the Principal’s benefit and to put the Principal on its reference list.
3.9. The Law Firm’s combined liability for damages towards the Principal on account of providing legal services to him shall be limited to ZAR 1,000,000 (one million). Such a limitation does not apply to damages caused by the Law Firm as a result of failure to perform or of an inadequate performance of the agreement to provide legal services by intentional fault. The Law Firm represents and warrants that it holds a civil liability insurance policy of a value equaling at least the above-indicated limit of liability.
3.10. If electronic versions of documents which use templates created by the Law Firm are made available to third parties, the Principal undertakes to put a copyright note on them which shall read as follows: Morkel & De Villiers, www.mdv.legal.
3.11. The Law Firm provides an adequate method of storing original documents received in connection with the provision of legal services in respective cases. Following the end of providing legal services in a given case, the original documents shall be sent back via courier service to the Principal’s registered office unless the Principal specifies another location where the documents are to be sent.
The Law Firm’s remuneration
4.1. In exchange for provision of legal services, the Law Firm shall receive a remuneration calculated on the basis of actual time of performing the services and of that of hourly rates agreed on with the Principal, unless a flat-rate remuneration for a given service has been agreed on.
4.2. The hourly remuneration shall be paid on a monthly basis in arrears for the activities performed in a given calendar month, on the basis of VAT invoices issued by the Law Firm by the end of the given calendar month. A detailed summary containing all cases which mandates were given for, persons who gave the mandates, activities performed as well as their duration as well as the incurred costs shall be attached to each invoice.
4.3. The flat-rate remuneration shall be paid monthly in arrears on the basis of a VAT invoice issued by the Law Firm after having provided the service, unless the parties agreed that an advance payment on account of the remuneration would be made. A detailed summary containing supplementary costs connected with legal services incurred by the Law Firm shall be attached to the legal services’ invoice.
4.4. The remuneration shall be paid within 14 days from the date of an invoice’s issue to the Law Firm’s bank account indicated in the invoice, in the same currency in which hourly rates have been specified.
4.5. The Law Firm represents and warrants that it is an active VAT taxpayer, authorized to issue VAT invoices. The Principal authorizes the Law Firm to issue VAT invoices without his signature.
4.6. In the case of providing the Client with supplementary services connected with organizational and business-related support within the framework of the legal services, the Law Firm’s remuneration for such supplementary services shall be settled according to real working time, using hourly rates agreed on for legal services.
4.7. In the event of trips outside the Law Firm’s seat taking up an entire day, it shall be assumed that legal services have been provided for 10 hours unless real working time, which shall also include the duration of journeys commissioned by the Principal, was longer.
4.8. Reimbursement of journey costs as part of business travel shall be covered according to the following principles:
a) in the case of a car transfer: costs of petrol, road fees and car parks’ fees;
b) in the case of a ride on a train: 1st class tickets and a taxi transfer to the place where the activities are to be performed (a court, an office, a meeting location);
c) in the case of a flight: economy class tickets – if the total one-way flights time does not exceed 5 hours or business class tickets – if the total one-way flights time exceeds 5 hours, and a taxi transfer to the place where the activities are being performed (a court, an office, a meeting location);
d) in the case of a night’s accommodation: the night’s accommodation of each person at a single room in at least a three-star hotel.
4.10. The costs shall be added to the remuneration as net amounts (with no VAT tax) unless the Law Firm, due to the binding provisions of law, may not deduct the VAT tax from a given cost – in such a case the remuneration shall be increased by the cost along with the VAT tax.
4.11. The Client shall be obliged to cover all official costs connected with matters he entrusts the Law Firm with to perform legal services at. The Parties may agree that the Principal shall make an advance payment to the Law Firm on account of an anticipated cost or they may agree that the Principal shall pay that cost directly himself. Such an arrangement may be made in writing, by phone, e-mail, fax or in person at a meeting. If such an arrangement is made with regard to an official fee and the Law Firm indicates the Principal a time limit for paying an advance payment to the Law Firm’s bank account or the time limit and the bank account of the relevant institution in order to enable the Principal to pay the given official fee directly, the Principal’s failure to make the advance payment within the time limit or his failure to timely forward to the Law Firm a proof of having made a given official fee shall release the Law Firm from any liability whatsoever for failure to keep procedural time limits in a given case resulting from such failures.
4.12. In the case of agreeing on a flat-rate remuneration for conducting a court case, the Law Firm’s gross remuneration shall increase by the amounts of the procedural costs’ reimbursement as adjudged by a court following their payment or their enforcement from a person obliged to pay them, whereby the Law Firm shall be authorized to accept those costs on the Client’s behalf and to apply them towards the Law Firm’s remuneration.
Final provisions
5.1. An agreement to provide legal services shall be concluded for an indefinite period of time unless it stems unequivocally from the scope of the mandate that it has been concluded for the period of duration of the legal services’ provision in a given case.
5.2. Each of the Parties shall have the right to terminate the agreement concluded for an indefinite period of time with one-month’s notice, to be effective as at the end of the calendar month. The termination of the agreement as a result of its termination by notice shall not influence the manner of settling the activities performed in the last month of the agreement’s duration, which shall be made in accordance with the principles set forth in the Chapter 4 above.
5.3. The Parties undertake to resolve any disputes connected with the interpretation or performance of the agreement to provide legal services by way of mutual negotiations. If it is not possible to resolve a dispute in an amicable manner, the court of law with exclusive geographic competence for the Law Firm’s seat shall settle the dispute.
5.4. Throughout the period of duration of the agreement to provide legal services as well as within the period of three years from its cessation, the Principal undertakes not to hire employees or permanent collaborators of the Law Firm nor to enter with them into direct cooperation within the scope of providing legal services.
5.5. In matters not governed by the agreement to provide legal services, while taking into account of the content of the present General Terms and Conditions, provisions of South African Civil Code and other provisions of law which are binding in South Africa shall apply.