Nicholas A. Theodorou & Co LLC is committed to providing its clients with the highest quality legal services and to building a lasting relationship with its clients as a trusted adviser.
To that end, these Terms of Business will apply to all engagements between Nicholas A. Theodorou & Co LLC and a client unless otherwise agreed in writing.
1 DEFINITION AND INTERPRETATION
1.1 In these Terms of Business the following terms shall have the following meaning:
“Letter of Engagement” means the letter of engagement or other document or correspondence enclosing, attaching or referring to these Terms of Business and recording the engagement of Nicholas A. Theodorou & Co LLC for the provision of the Services (as this term is defined herein below).
“Nicholas A. Theodorou & Co LLC” means the law firm Nicholas A. Theodorou & Co LLC, a lawyers limited liability company registered under the laws of the Republic of Cyprus with registration number 399713 and regulated by the Cyprus Bar Association.
“Services” shall have the meaning attributed to the term in the Letter of Engagement.
1.2 These Terms of Business and the Letter of Engagement shall be read together as a single document. Where there is any inconsistency or conflict between these Terms of Business and the Letter of Engagement, the latter shall prevail.
2 OUR SERVICES
2.1 We shall use all reasonable case and skill in the provision of the Services. Your primary contact with our firm shall be the person stipulated in the Letter of Engagement.
2.2 Our Services are provided to and for the benefit of the person to whom these Terms of Business are provided. Unless otherwise agreed in writing by us, you may not assign or transfer any rights or obligations under this Terms of Business and Letter of Engagement to any third party.
2.3 You undertake to provide us promptly with all up to date, accurate and complete information in relation to any matter which you refer to us in order for us to render the Services.
3 FEES AND DISBURSEMENTS
3.1 Unless otherwise agreed, our professional services are charged on a time spent basis in accordance with our hourly rates as these may be amended from time to time.
3.2 If any fee estimate is provided by us in relation to a particular matter, this will be given in good faith but should only be treated as an indicative guide of fees likely to be incurred. Any such fee estimate shall be subject to any qualifications, assumptions, reservations or other factors as may be communicated to you.
3.3 We reserve the right to increase our hourly rates for work which is particularly complex or that must be completed urgently or outside regular working hours.
3.4 Disbursements, out of pocket expenses and any other costs incurred by us in the provision of the services shall be charged at cost and shall be payable on demand.
3.5 All fees, disbursements or other charges referred to herein or in the Letter of Engagement are net of any Value Added Tax or any other tax, levy or duty of a similar nature which shall be borne by the client, if applicable.
4 PAYMENT OF OUR INVOICES
4.1 We shall invoice you at regular intervals as we deem appropriate. Any queries regarding an invoice must be raised within 14 days of receipt of the relevant invoice.
4.2 Invoices must be paid within 30 days after the date of issue. Invoices or parts thereof that remain unpaid for a period exceeding 30 days of the date of issue shall bear interest at a rate of 8% per annum calculated on a daily basis and compounded every 6 months.
4.3 Unless otherwise expressly agreed, you are responsible to us for the payment of any invoice issued to you regardless of any other arrangements you may have made. We have no recourse to any person other than you and shall only look to you for payment.
4.4 Where we hold money for you, on account or otherwise, and subject to any applicable legal, regulatory or other professional restrictions or requirements we may use this money toward payment or part payment of our invoices to you outstanding from time to time.
4.5 Subject to any applicable legal, regulatory or other professional restrictions or requirements we may retain documents, deeds, moneys or other items held from you until full settlement of our outstanding invoices.
4.6 Our fees and the amount of any disbursements are to be paid free of any withholding or deduction in respect of any taxes, duties or bank charges.
5 CONFILCTS OF INTEREST
5.1 Subject to any applicable legal, regulatory or other professional restrictions or requirements:
(a) we will not act for any other client on any matter on which we are acting for you unless we have your express agreement to do so.
(b) where your interests and the interests of another client conflict we may continue to act for such other client unless we conclude, at our discretion, that it would be inappropriate for us to do so. Except where we have expressly agreed with you otherwise, we may act generally for other clients who, for you, is a market competitor.
6.1 We owe duty of confidentiality to all our clients and, accordingly, subject to any overriding legal obligation:
(a) we will keep all documents and information that we receive as a result of our engagement as confidential and we will not disclose them to any other client of the firm without your express consent;
(b) you agree that we shall not be under any obligation to disclose any “without prejudice” correspondence and we will be under no obligation to hand over any “without prejudice” correspondence to any party including our own client. It is our professional position that the concept of “without prejudice” shall be honoured by our firm.
6.2 Unless otherwise agreed, we shall be able to disclose or publish to our other clients or third parties the fact that you are a client of our firm.
6.3 You agree that we may disclose material, documents and information that are protected by the duty of confidentiality:
(a) to our professional indemnity insurers;
(b) our auditors;
(c) any other third party to the extent that this is required by applicable law or regulations or to defend ourselves against any civil or criminal procedure.
6.4 The possession on information in respect of which we owe a duty of confidentiality to you shall not preclude us from acting on behalf of another client in respect of any matter. Where we consider it to be appropriate we shall put in place such arrangements as we consider necessary in order to ensure that the confidentiality of such information is maintained.
6.5 You agree and consent to us using, storing, transferring, transmitting or otherwise handling or in any way processing your client data.
7.1 Original materials which we generate for our clients are protected by copyright which belongs to Nicholas A. Theodorou & Co LLC. The fees payable under our Letter of Engagement entitle you to use those materials for the purposes for which they were produced. You do not obtain ownership of the copyright in the documents unless we expressly agree to this in writing.
8.1 Unless otherwise agreed, we shall use e-mail for the majority of our communications with you. As e-mails are not always secure or may have defects, we do not accept any liability or responsibility for any damage or loss caused by an e-mail that is intercepted or has a virus or other defect.
9 CLIENT IDENITFICATION PROCEDURES
9.1 In compliance with applicable anti-money laundering laws and regulations, we are required to obtain information regarding your identity and other matters before we are able to provide the Services.
9.2 We may be required by law or regulation to report to a governmental or regulatory authority our knowledge and/or suspicion that certain criminal offences have been committed, regardless of whether such an offence 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.
10 RETENTION OF FILES
10.1 We shall retain any file, document or other data relating to any matter for which we have acted for you for a period of 7 years after the matter is completed, unless we agree otherwise. We shall then dispose of such files, documents or other data without further reference to you in a confidential manner.
11.1 Subject to any applicable legal, regulatory or other professional restrictions or requirements:
(a) we do not accept liability in respect of the Services or any part thereof in favour of anyone other than yourselves;
(b) claims for loss or damage arising out of or in connection to the Services or any part thereof shall only be made against Nicholas A. Theodorou & Co LLC. No individual who is a member, partner, director, shareholder, employee, associate or consultant of, in or to Nicholas A. Theodorou & Co LLC accepts or has any responsibility or has any liability to you or any third party for advice or Services provided under or pursuant to these Terms of Business or the Letter of Engagement;
(c) the aggregate liability of Nicholas A. Theodorou & Co LLC for loss or damage arising from or in connection with the Services or any part thereof shall be limited to the sum specified in the Engagement Letter or, where no such sum is specified, a amount equal to 5 times the amount invoiced and paid for the specific part of the Services where liability is proven;
(d) there shall be no liability in respect of any such claim unless you provide us with written notice of the claim stating in reasonable detail the nature of the claim and your best estimate of the amount claimed.
12.1 Subject to any applicable legal, regulatory or other professional restrictions or requirements we reserve the right to cease to act on your behalf if we consider it appropriate. If we chose to exercise this right then, subject to the full settlement by you of all outstanding invoices, we shall provide reasonable assistance in transferring this matter to another firm. Notwithstanding this, we may cease to act for you immediately where, in our discretion, we determine that the requirements of our client identification procedures have not been satisfied.
12.2 You may terminate our engagement at any time by giving to us written notice and subject to full payment of all outstanding fees.
13.1 Amendment of these Terms. From time to time it may be necessary for us to amend these Terms of Business. Where this is the case, we shall notify you of the proposed changes and, unless we hear from you in writing to the contrary within 14 days, such amendments shall be deemed to come into force from the end of that period.
13.2 Capacity. We shall be entitled to treat you and any entities which are owned or controlled by or are affiliated to you (or where you are a corporate entity, any person who instructs us at any time and who owns or controls you) as one client for the purpose of applying these Terms of Business.
13.3 Applicable Law. These Terms of Business and the Letter of Engagement shall be governed by and interpreted in accordance with the laws of the Republic of Cyprus.
13.4 Jurisdiction. Any dispute arising under or in connection to these Terms of Business, the Letter of Engagement or the Services shall be subject to the exclusive jurisdiction of the Cyprus courts.