Last updated: 4 January 2020
1 . General
1.1. These Terms of Business (the “Terms”) and any letter confirming your instructions to us (“Letter of Engagement”) represent the terms and conditions of business on which Gonzi and Associates, Advocates ((“we” or the “Firm”) contract with you. Your continuing instructions to us will amount to your acceptance of these Terms, and our Letter of Engagement.
2. Scope of Services
2.1. The scope of our services to you is that in the Letter of Engagement. The provisions of the Letter of Engagement will prevail over these Terms in the event of any conflict between them.
2.2. Subject to confidentiality and conflict of interest clauses below, you understand and agree that we provide our services on a non-exclusive basis and that we are free to provide the same or similar services to other clients. Without prejudice to the generality of this clause, you undertake to grant us such waivers as may be necessary in order to enable us to act and perform such other engagements on behalf of any other clients that we may choose to provide from time to time.
2.3. All services and advice provided shall be based our understanding of your requirements based on information supplied by you.
2.4. You will at all times remain solely responsible for all documentation provided. In this respect, you accept that any advice is provided within the context of the information supplied to us and that we are ultimately not responsible for your business decisions, whether taken on the basis of that advice or otherwise.
3. Our Lawyers and Staff
3.1. The lawyers and other support staff who will carry out the work on your matter is shown in the Letter of Engagement. We may at our option transfer responsibility in whole or in part to another of our lawyers or our staff as necessary or as appropriate.
3.2. All work carried out by support staff is performed under the supervision of a lawyer. All matters are under the overall supervision of a senior associate or partner.
4. Confidentiality
4.1. We are bound by professional secrecy and we are under a duty to keep confidential your affairs. Except where disclosures are required by the applicable laws and regulations or are required in order for the us to provide the services or unless otherwise instructed in writing by yourself, we agree to keep confidential and not disclose to any third party any transactions or matters affecting you, the terms and conditions of the Letter of Engagement or any of the negotiations and discussions that preceded its making.
5. Conflict of Interest
5.1. In general, we will avoid conflict of interest situations where acting in the best interests of one client in a matter would result in prejudice to another client in that matter or a related matter.
5.2. The mere consideration that clients are competing for the same market or within the same field is not considered by us to be a conflict of interest, provided that there is no other client conflict in relation to the matter and both clients understand the issues and risks and have confirmed, by way of these Terms, that they consent to us acting without exclusivity within the same market or field.
6. Use of Electronic Mail
6.1. By providing us with an email address you, you consent to us communicating to you by email.
6.2. You understand that communication via electronic mail is not secure and that messages sent in this manner may be read, manipulated or compromised by third parties. We shall not accept any liability in relation to the risk connected with such communication. You hereby consent to the use of electronic mail by us and undertakes to immediately notify us in the event that it intends revoking such consent.
7. Due Diligence Verification and AML Procedures
7.1. The law may require us to verify your identity and sometimes that of people related to you and to request due diligence documentation such as identity cards, passports, utility bills and police conduct certificates. In the case of a trust or company we may need to verify the identity of beneficial owners. In addition, we are in certain circumstances required to ask you about the source of funds and source of wealth.
7.2. Where you cannot provide satisfactory evidence of your identity and/or any of the information or documentation referred to in clause 7.1, we may not be able to act for you and/or receive any money from you and/or pay any money to you or to a third party on your behalf. We also reserve the right to terminate these Terms and the Letter of Engagement by notice in writing in any such circumstance in which case you will be provided with a Disengagement Letter informing you of such termination.
8. Intellectual Property
8.1. We retain copyright, database rights and all intellectual property and proprietary rights in all original material developed, designed, generated or created by us in the course of providing our services to you including documents, written advice and working papers.
9. Fees and Charges
9.1. The relevant fees (“Fees”) and our method of charging relevant to your instructions is specified in the Letter of Engagement. In the main, our Fees will be based on the amount of time that we spend dealing with your matter, although we may agree a fixed fee with you.
9.2. Where the Fee is based on time, all time spent on your matter is recorded on our computer system in units representing a percentage of one hour. This may include meetings, research, calls, emails, faxes, letters, waiting, appearing in Court and preparation of detailed quotes.
9.3. We reserve the right to review our hourly rates. If there are any changes, we will let you know the new rates.
9.4. Where the Fee is fixed, you must usually pay that fee regardless of whether or not your matter proceeds as expected or envisaged, or whether you achieve the result or objective that you wish.
9.5. Where the Fee is estimated, we provide an estimate of our fees based on estimated time required that is not a fixed fee and is only intended to serve as a guide. If the estimated time is exceeded, we will inform you as soon as reasonably possible and discuss what the next steps will be.
9.6. We may have to perform services on your behalf in carrying out your instructions, such as sending monies electronically to another part, photocopying, faxing and undertaking credit reference and anti-money laundering checks. We will charge an amount to cover the time spent by us in performing that service.
9.7. We may ask you to pay certain sums on account prior to us carrying out work and incurring expenses on your behalf, either at the start of the matter or during its course. If we ask for a payment on account it will be due on request. Until we receive payment we reserve the right not to undertake further work on your behalf and neither will we be under any obligation to incur liability for or pay any disbursements. We will offset any payments on account against the invoices that we send you from time to time and the final invoice. You should be aware that the total charges and expenses are likely to exceed any advance payments made.
9.8. You can pay us by cheque or by making an electronic payment. We reserve the right to clear any cheques or other forms of payment that you provide to us before carrying out work on any aspect of your matter.
9.9. We will not accept any cash payment from you in excess of five hundred Euro (€500) in any calendar month. In the event of large or frequent cash payments we may be obliged to carry out investigations to determine the source of the funds. If so, we reserve the right to charge you for carrying out those investigations.
9.10. We will only make payments to you by issuing a cheque in your name or by effecting a bank transfer to an account in your name. We will not make payments to third parties or in cash (whether to you or a third party). All bank charges for any such transfer shall be borne by yourself.
9.11. We will send you invoices for our charges and disbursements generally on a monthly basis. Invoices will generally be in Euro.
9.12. The Fees quoted in the Letter of Engagement above do not include (i) Value Added Tax; (ii) application fees, licence fees, supervisory fees and/or any other fees and/or costs payable to authorities and/or any other third party/ies; (iii) fees due for overseas trips, which fees shall be mutually agreed upon depending on inter alia duration of overseas stay, nature and amount of work involved; (iv) all expenses and disbursements incurred by us during the performance of services undertaken for you. We may request the advance payment of such expenses and disbursements and default in such payment may lead to the suspension and/or termination of services.
10. Indemnification and Limitation of Liability
10.1. All necessary documents or other materials, and all necessary data or other information relating to the assignment undertaken herein, must be supplied within sufficient time to enable us to provide and complete the services specified under this letter of engagement within any necessary timelines. You understand that we will need your full cooperation and prompt response to requests we may make from time to time.
10.2. We shall not be held responsible and or liable or deemed to be in breach of the Terms or the Letter of Engagement by reason of any delay in performing, or any failure to perform, any of the services undertaken herein, if the delay or failure was due to the late arrival or non-arrival of any document, information or other data, whether they were to be supplied by yourself or by third parties or if the delay was due to events or circumstances beyond the our control.
10.3. We limit our liability as far as the law permits. We shall be liable for direct damages to the extent that they result from the deliberate misconduct and gross negligence of our personnel provided that the total liability for such direct damages to you shall be limited to an amount equal to the Fees actually paid under this Letter of Engagement. We shall not be held liable for any form of indirect or consequential damage, including loss of profits.
10.4. Any advice given by us to you is based on the applicable law, generally the laws of Malta and of the European Union, at the date on which such advice is given. We are not able to advise you on any subsequent changes in the law and accordingly we do not accept any liability for this.
10.5. If we receive money from you or on your behalf or if you instruct us to transfer money to other bodies, we will not be liable to repay money lost through any failure or collapse of any bank or other financial institution.
10.6. All implied warranties, conditions and other terms are, to the fullest extent permitted by law, excluded from this agreement.
11. Term and Termination
11.1. This Letter of Engagement and any instructions to provide services may be terminated at any time by either party by providing notice in writing to the other party.
11.2. In the event of termination, any Fees due to us and/or any expenses and disbursements shall become immediately due and payable and you shall not be entitled to a refund for Fees, expenses or disbursements already paid to or by us.
12. Complaints
12.1. If you have any complaints or concerns about our service you should take up your concern with the responsible advocate set out in your Letter of Engagement. If it is not possible for you to resolve your complaint, then please write to our Quality Control Officer, Dr David Gonzi, 115B, Old Mint Street Valletta or by email to dgonzi@gonzi.com.mt providing details of your complaint. We will investigate your complaint at no cost to yourself and if your complaint is justified, we shall provide a remedy.
13. General
13.1. The Terms and the Letter of Engagement supersedes all previous arrangements and understandings between the parties. It is also agreed that the terms of this letter shall apply to all work, if any, carried out by us in connection with this engagement prior to the date of countersignature of this letter.
13.2. The terms set out in this letter shall take effect immediately upon your countersignature of this Letter of Engagement and returning it to us whether in original or in electronic copy or upon the commencement of work on the engagement, whichever is the earlier.
13.3. We may assign or sub-contract any rights or obligations under these Terms and/or the Letter of Engagement as reasonable without your prior consent.
13.4. Neither party shall be liable to the other for any delay or failure to perform its obligations under this letter of engagement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party. In the event of such force majeure, the non-performing party shall take all reasonable steps to minimise the effects of the force majeure on the performance of its obligations under these Terms and the Letter of Engagement.
14. Applicable Law
14.1. These Terms and the Letter of Engagement is governed by, and construed in accordance with, Maltese law. Any dispute, controversy or claim arising out of or relating to or concerning this Letter of Engagement, or the breach, or invalidity thereof, shall be subject to jurisdiction of Maltese Courts.