STANDARD TERMS OF ENGAGEMENT
SCOPE OF ACTION
1. These Standard Terms of Engagement (“Terms“) apply in respect of all services provided by us for you, except to the extent that we otherwise agree with you in writing. If these Terms are inconsistent with the engagement letter or any other agreement which we have made with you (whether generally or in respect of a specific instruction), the engagement letter or the other agreement prevails over these Terms.
2. We have the usual authority of a lawyer or an accountant if the case be to act on your behalf in relation to each instruction which we accept, including, where reasonable, to incur expenses and to engage experts or law firms in other areas or jurisdictions to assist or to engage third parties for the provision of the services to you.
3. The services which we are to provide for you are outlined in our engagement letter.
4. The fees, which we will charge, are set out in our engagement letter.
5. If the engagement letter specifies a fixed fee, we will charge this for the agreed scope of our services. Work which falls outside that scope will be charged on an hourly rate basis. We will advise you as soon as reasonably practicable if it becomes necessary for us to provide services outside the agreed scope and if requested, give you an estimate of the likely amount of the further costs.
6. If the engagement letter specifies Alternative Fee Arrangements other than fixed fee or fee on an hourly basis we will charge this for the agreed scope of our services. Work which falls outside that scope will be charged on an hourly basis. We will advise you as soon as reasonably practicable if it becomes necessary for us to provide services outside the agreed scope and if requested, give you an estimate of the likely amount of the further costs.
7. Where our fees are calculated on an hourly basis, the hourly rates are set out in our engagement letter. The differences in those rates reflect the experience and specialization of our professional staff. Time spent is recorded in 6 minute units, with time rounded up to the next unit of 6 minutes.
DISBURSEMENTS AND EXPENSES
8. In providing services we may incur disbursements or have to make payments to third parties on your behalf. These will be included in our invoice and itemized separately to you when the expense is incurred. We may require an advance payment for the disbursements or expenses which we will be incurring on your behalf.
9. The monies payable to us are tax inclusive, but excluding VAT if we are considered VAT liable for the consecutive fiscal year. Whether we are liable to pay VAT in the consecutive fiscal year is outlined in the Engagement Letter. In the absence of such stipulation in the Engagement Letter we are considered as non-payers of VAT.
10. We will send interim invoices to you, usually monthly and on completion of the matter, or termination of our engagement. We may also send you an invoice when we incur a significant expense.
11. Invoices are payable within 14 days of the date of the invoice, unless alternative arrangements have been made with us. We may require interest to be paid on any amount which is more than 7 days overdue. Interest rate will be calculated in accordance with the average interest rate as determined by the Central Bank of the Republic of Armenia for the applicable period.
12. If payment to us of any invoice by you is overdue, we may:
- Cease performing any further work for you until all unpaid invoices are paid in full;
- Retain custody of any of your property (including documents or files) until all unpaid invoices are paid in full.
13. We may ask you to pre-pay amounts to us, or to provide security for expenses and our fees. We may cease or delay performance of our services until the requested pre-payment or security has been received. We will have your authority to draw on the amounts paid towards our fees and expenses as they become due.
14․ Although you may expect to be reimbursed by a third party for our fees and expenses, and although our invoices may at your request or with your approval be directed to a third party, nevertheless you remain responsible for payment to us if the third party fails to pay us.
15. We will hold in confidence all information concerning you or your affairs that we acquire during the course of acting for you. We will not disclose any of this information to any other person except:
- to the extent necessary or desirable to enable us to carry out your instructions; or
- to the extent required by law or by the Rules of the Chamber of Advocates of the Republic of Armenia (the “Rules”).
16. Confidential information concerning you will as far as practicable be made available only to those within our firm who are providing legal services for you.
17. We will of course, not disclose to you confidential information which we have in relation to any other client.
18. You may terminate our retainer at any time. We may terminate our retainer in any of the circumstances set out in the Rules.
19. If our retainer is terminated you must pay us all fees due up to the date of termination and all expenses incurred up to that date.
RETENTION OF DOCUMENTS
20. You authorize us (without further reference to you) to destroy all files and documents for this matter (other than any documents that we hold in safe custody for you) 7 years after our engagement ends, or earlier if we have converted those files and documents to an electronic format.
CONFLICTS OF INTEREST
21. We have procedures in place to identify and respond to conflicts of interest. If a conflict of interest arises, we will advise you of this and follow the requirements and procedures set out in the Rules.
22․ We will have the right to represent other clients whose interests will be in conflict with you, provided that such representation is not connected with the subject matter of the ongoing assignment assigned by you.
DUTY OF CARE
23. Our duty of care is to you and not to any other person. Before any other person may rely on our advice, we must expressly agree to this.
NON-SOLICITATION OF EMPLOYEES
24. You agree that you will not either directly or indirectly solicit, hire and/or attempt to hire, and/or induce the termination of employment of any Employee of the Firm.
25. We may communicate with you and others at times by electronic means and we do not accept responsibility for, and will not be liable for any damage or loss caused in connection with, the interception or corruption of an electronic communication.
26. These Terms apply to any current engagement and also to any future engagement, whether or not we send you another copy of them. We are entitled to change these Terms from time to time, in which case we will send you amended Terms.
GOVERNING LAW AND JURISDICTION
27․ Our relationship with you is governed by the laws of the Republic of Armenia. The courts of the Republic of Armenia have the exclusive jurisdiction. You agree to be served a notice at the address communicated to us with the return of the engagement letter.