TERMS OF BUSINESS
Ces conditions generales en langue anglaise s'appliquent a toutes nos prestations.
1. Legal Practice
Jean-Michel Moriniere practices in Abu Dhabi with Al Aidarous Advocates and Legal Consultants a licensed advocate and legal consultancy establishment in the United Arab Emirates (the “UAE”) with its head office located at Zalfa Building, Suite No 101, Sheikh Rashid Road, Gahroud, Po Box 33299, Dubai.
Unless the context otherwise requires, all references in the present terms of business (the “Terms of Business”) to "our Firm", “we” and “us” (or any similar reference) should be read as referring to Jean-Michel Moriniere and Al Aidarous Advocates and legal consultants.
2. Application – Engagement
These Terms and Conditions apply to our engagements undertaken on your behalf and to our dealings with you.
These Terms and Conditions should be read together with any correspondence engaging our Firm to advise you on a particular matter, including through a written quote, proposal of engagement through a quote or retainer. If the Terms and Conditions conflict with our quote, engagement letter or retainer, these later shall prevail.
Our Firm reserves the right to amend or supersede these Terms and Conditions from time to time.
Our quotes, letters of engagement and retainers are valid only two months from the date they are issued. After such period of time conditions and charges may be subject to variations.
3. Responsibility for Matters
Our Firm is committed to provide its Clients with efficient service and will exercise all reasonable skill, care and diligence in carrying out the Client’s instructions. Unless expressly stated otherwise, the deadline that we give to our Clients shall never be binding and shall just be indicative. Still we endeavour to do our best to meet deadlines provided to our Clients. From time to time, however, we may, due to the nature of our profession and services, be requested to intervene in other matters than your own on an urgent basis. We therefore reserve ourselves the right to deal with matters entrusted to us in the emergency priority which we deem fit in accordance with our professional rules and with due regard for the nature of your matter. We solely remain in charge of our agenda and any given deadline shall always remain subject to this policy.
You, as Client, agree that you will give our Firm clear and prompt instructions and keep our Firm informed of all developments affecting any matter you have entrusted us with.
Authentication of certain documents before the local notary public requires review and approbation of the contents by the notary public before signature. In the Emirate of Abu Dhabi the review and approbation process is done online and does not allow for discussion with the notary public whom may request changes in the document. We will keep you informed of such request but for minor changes which are not impacting the essence of the document, and unless otherwise expressed in writing, the Client is deemed to accept changes that are required by the notary public.
4. Fees
Unless agreed otherwise with you, our Firm’s fees are calculated on the basis of hourly fee rates, which vary according to the seniority and experience of those concerned. Details of our Firm’s current rates are provided separately. Hourly rates are reviewed annually. Unless otherwise agreed, any revision of our hourly rates during the term of engagement will be communicated to you and will apply to your ongoing matters from the date of revision.
5. Disbursements, taxes and other government’s fees
Fees are exclusive of any disbursements, which are therefore charged in addition. Disbursements include, inter alia, payments made or incurred by our Firm on your behalf such as Court fees, expert fees and the like; they also include miscellaneous office expenses such as photocopying, fax, telephone, travelling, couriers and other out of pocket expenses.
Our Firm’s fees are also always exclusive of any government taxes and fees which exist or may be implemented from time to time, including but not limited to E-dirham or similar transaction or typing fees. If levied, such taxes and fees will be your responsibility and added to your invoice. While we may provide estimates of those fees we shall not be liable for those estimates and the Client shall solely remain liable for all fees whatsoever that are payable to authorities for the required formalities, including all penalties for delays that arise in the course of our intervention.
It is the policy of our Firm to pay Disbursements for our Clients only when they have provided us with cash advances for such Disbursements. Cash advances for Disbursements are invoiced separately from Fees and cannot be taken out of Fees. Upon closing of a matter we provide Clients with a final statement of accounts together with supporting invoices or receipts. Balances in favour of the Clients are refunded to them or, in case of unpaid fee invoices, credited to offset their debt to our Firm.
6. Value Added Tax (‘VAT”)
Our UAE Tax Registration Number (TRN) is 100327461800003.
Under our previous terms and conditions dated before 1st January 2018, our fees in quotes, letters of engagements and retainers submitted were exclusive of any taxes such as Value Added Tax (“VAT”). Under those conditions these taxes were to be invoiced in addition to our prices in case any would become applicable.
From 1st January 2018 the UAE has implemented a VAT regime which is applicable to our legal services. The current rate is of 5 % and may change from time to time. All our prices in fee quotes, letters of engagement and retainers issued after 1st January 2018 will include the applicable VAT the amount which will be specified. Services rendered from 1st January 2018 for quotes, letters of engagement and retainers issued before that date are subject to VAT.
7. Invoices
Our invoices are designed in conformity with the principles fixed by the UAE Tax Authority. They are issued upon the schedule proposed in our quote, letter of engagement or retainer. Otherwise, we shall render interim invoices at monthly intervals or other periodic intervals which we regard as appropriate in the circumstances of any particular case. Such invoices are final accounts for the periods covered by them (unless otherwise stated).
If you wish to set a limit on fees and disbursements to be incurred or on the length of time which may elapse before we render an invoice to you, please let us know in writing.
Payment of invoices can be made in either in cash against a receipt from our accountant or through a bank cheque drawn from a UAE bank or by bank transfer at our bank account. We reserve the right to refuse cheques. Unfortunately, Credit Card payments are not accepted.
For bank transfers our bank details are the following:
Bank Name: Commercial Bank of Dubai
Bank Address: Sheikh Zayed Branch
P.O. Box 2668
Dubai, U.A.E.
Our Account Name: Al Aidarous Advocates and Legal Consultants
Our Account Number: 1000409183
Our IBAN: AE930230000001000409183
Swift Bank Code: CBDUAEAD
Bank Phone: +9714-3434777
Bank Fax: +9714-3436088
Please always mention our file and invoice numbers as a reference in your transfer so that we can track your payment.
For bank transfers, transfer and exchange costs are exclusively at Client’s expense.
8. Currency Fluctuations
Our invoices are denominated and payable in UAE Dirham. Nevertheless, should our Firm agree to bill you in any other currency then we reserve ourselves the right to charge you for any losses incurred on foreign currency disbursements because of currency fluctuations between the date of rendering our invoice and the payment thereof, based on our bank’s currency exchange rates. In case of a separate invoicing for fees and expenses the Client agrees for the set-off of such loss in the expense account.
9. Payments on Account
You may be required to make payments on account of fees and/or disbursements in both contentious and non-contentious matters from time to time. It is a condition of our Firm’s acceptance of your instructions that you agree to make such payments. The total of our Firm’s fees and disbursements in the matter may, however, amount to more than the payments on account requested from the Client.
Payment by bank transfer shall be made free of bank transfer and exchange charges for our Firm. In case of a separate invoicing for fees and expenses the Client agrees for the set-off of such charges in the Client’s expense account.
If you do not pay promptly any request for money on account, our Firm reserves the right to decline to act further.
10. Late payments and set-off
All invoices must be paid within one month of receipt. Thereafter, we are entitled to charge interest at a rate of 12 % per year on any outstanding amount of the invoice.
We reserve the right to deduct from any monies held by us on account or otherwise on your behalf, sums equal to any unpaid fees and disbursements in the case concerned or in any other matters in which we are instructed by you, and to sue for recovery of any such unpaid fees and disbursements.
11. Costs and Opposing Parties
In contentious matters, you should be aware that:
a) Courts in the UAE, and similar jurisdictions, do not generally award meaningful legal costs to the successful party. The situation may be different in an arbitration proceeding or in another jurisdiction. We shall inform you separately if you have a right, or opportunity, to seek an order for legal costs against your opponent. We shall do everything reasonably possible to maximise the recovery of your fees and disbursements under any such order. However, you should be aware that any such order is at the discretion of the Court and, in any event, will generally only cover a proportion of the fees and disbursements actually incurred by you. Furthermore, there is always the possibility that you may be unable to enforce a costs order against your opponents;
b) you remain responsible for payment of our fees and disbursements, whether or not you have any costs orders against your opponents; and
c) if you lose the litigation, you are at risk of paying the fees and disbursements of your opponents - which may be substantial - in addition to our fees and disbursements.
If you have legal costs indemnity insurance, or believe that you would be eligible for public funding or that your opponent is publicly funded, or that your costs may be paid by another person (e.g. an employer), please let us know.
12. Estimates of Fees and Disbursements
Our quotes, letters of engagement or retainers usually include an estimate of fees and disbursements. In other cases we can provide you with estimates of fees and disbursements, insofar as possible. Such estimates are not binding.
13. Money Laundering
Our Firm is required by anti money laundering legislation to verify your identity and we can therefore only accept instructions on the basis that you can properly identify yourself (and any persons whom you represent) to us. If we do not receive sufficient evidence of identity, our Firm will not be able to act.
By law, we may also need to raise enquiries as to the source of Client assets and the source of funds to be used with each retainer. We reserve the right to decline the receipt of large sums of money in cash.
14. Confidentiality and Conflicts
We shall take reasonable steps to preserve your confidentiality of the matters you have entrusted to our Firm both during an engagement and after its completion. Likewise we will not divulge to you other Clients’ confidential information which our Firm may hold. Our Firm will endeavour to avoid possible conflicts of interest when acting on your behalf. Nevertheless, where during an engagement we find ourselves conflicted, we may approach you to seek your agreement to our continuing to act on terms satisfactory to all concerned. In some circumstances, however, our Firm may be required to cease to act.
We may find ourselves under a statutory obligation to disclose information to governmental organisations. By law, we may not be able to inform you that a disclosure has been made or of the reasons for it.
Subject to any professional conflict rules to the contrary, we reserve the right to act for Clients with interests conflicting to your own, and against you, unless otherwise agreed.
15. Termination
If you wish to terminate our services at any time (either generally or in respect of any particular matter or aspect of a matter), please notify our Firm in writing. No period of notice is necessary.
We reserve the right upon reasonable notice, and subject to any professional conduct rules to the contrary, to terminate our retainer. This will be confirmed to you in writing, if requested. In certain circumstances, we may be required to suspend or terminate the retainer without giving any period of notice or reasons. Moreover, if you do not give us instructions within a reasonable period of our asking for them, do not pay promptly any request for money on account or do not pay an invoice within the due period, we reserve the right to decline to act further.
On termination of our retainer, we will submit an invoice to you to cover work done and disbursements incurred in respect of the period up to the date of termination, and necessarily incurred afterwards as part of the orderly termination of our retainer.
For contentious matters, if we are on the record at court as acting for you in any proceedings, the consent of the court may be required before we can be removed from the record and, to that extent, your right to terminate our retainer may be restricted.
Unless otherwise terminated, our retainer will end when our work on the matter is completed and our final statement of account is rendered.
16. Files and Documents
Our Firm reserves the right to keep your papers, documents or other property which are in our possession until final settlement of all amounts owed to us. This right will continue after the termination of the retainer between us.
Our Firm normally retains all papers and documents (except for any papers and documents to which you are entitled and which you ask to be returned to you) electronically or in storage for a reasonable period, generally not exceeding six years from the end of the instructions on the matter concerned, on the understanding that we have your authority to destroy them at any time after this period. If you wish papers and documents to be retained for a longer period, then please contact us to make specific arrangements. Subject to there being no money owing to us for our fees and disbursements, we will return to you on request papers and documents to which you are entitled. Where you request papers and documents to be sent to you or another person, we are entitled to charge a reasonable amount for handling costs and delivery.
We may disseminate documents arising from Client matters to our staff on internal databases or intranets (which are confidential to our Firm); please let us know if you do not wish us to do so in any particular case.
17. Liability
Our Firm’s liability to you (and, where applicable, to any third party), shall be the highest of (1) the cover of our standard Professional Liability Insurance set by the Abu Dhabi and the Dubai legal departments, where insurance coverage for such matter is mandatory or (2) the total amount of our fees for the related matter. This limit shall apply to any and all causes of action against our Firm in respect of or arising from or in any way connected with our engagement by you.
Where you instruct us on future matters, this Clause shall also apply to each such future matter but with a fresh limit, as above.
Where instructions on any matter are from multiple Clients, a single limit will apply to be shared by all such Clients.
Our Firm or any of its employees or agents or consultants or partners will not be liable to you for any indirect or consequential loss or damage. Your relationship will be solely with Al Aidarous Advocates and Legal Consultants which will have sole legal liability for the work done for you and for any act or omission in the course of that work. No individual employee, agent, of counsel, consultant or partner of Al Aidarous Advocates and Legal Consultants will have any personal legal liability for that work, whether in contract, tort (including negligence) or otherwise. In particular, the fact that an individual employee, agent, of counsel or consultant or partners signs in his or her own name any letter, email or other document in the course of carrying out that work will not mean that he or she is assuming any personal legal liability separate to that of Al Aidarous Advocates and Legal Consultants.
When we hire legal translators, experts, Intellectual Property agents, public relation officers or any other third parties required in assistance of a Client matter, we shall always be deemed to act as an agent of the Client, even if we contract in our own name on behalf of the Client. Our liability in all such cases shall solely be that of an agent and we do not guarantee the performance of such third-party contractors.
You agree that (other than in the event of fraud) any claim brought in respect of a matter upon which we are instructed will be made against Al Aidarous Advocates and Legal Consultants and not against any employee, agent, of counsel, consultant or partner of Al Aidarous Advocates and Legal Consultants.
These Terms and Conditions shall only apply to exclude or limit any liability to the extent permitted by law and (without limitation) nothing in these Terms and Conditions shall operate to exclude or limit any liability for fraud.
Where in relation to any loss you have causes of action against us and against any third parties, we shall only be liable to you for our share of the responsibility. Nothing in this Clause shall increase our liability beyond that set out in Clause 16.
18. Responsibility to Third Parties
Advice prepared by our Firm is solely for use by you, the Client, as referred to in the Engagement Letter and solely for the purposes set out in the Engagement Letter. It must not be relied upon by any other person without our Firm’s express written permission.
Save where imposed by law, we do not accept any responsibilities to any third parties in relation to the matter on which we are instructed by you. To the extent that the law nonetheless imposes on us such responsibility to any third parties, our liability to them shall be limited in accordance with Clause 17 and a single limit as set out in Clause 17 shall be shared between such third parties and you.
19. Data Protection
Save as set out below, we will use all personal information that is supplied to us by you or a third party on your behalf as your data processor for the purpose of providing you with legal services.
We may also use the personal information we collect about you or that you or a third party on your behalf gives to us about your employees as a data controller for the following purposes:
a) to comply with legal and regulatory requirements;
b) to carry out credit checks, to detect, investigate and prevent fraud and to trace debtors;
c) for internal analysis and research; and
d) to contact you or your employees by post, phone, email, fax or other permitted means with details of our legal products and services which may be of interest to you or them. You and your employees can tell us at any time if you/they would prefer not to receive such direct marketing.
We may disclose your and your employees' personal information to: our agents, service providers and other offices for any of the purposes set out above; credit reference agencies, the police, Government departments and agencies for the purposes set out in Clause 19(b) above; and any person for the purposes set out in Clause 19(a) above.
Before you or a third party on your behalf gives us any personal information about your employees you must inform them that you are giving the personal information to us and that it will be used in the manner and for the purposes described above and you must obtain their informed consent to such use.
20. Electronic Communications
During the course of this matter, we may wish to communicate electronically with one another. The electronic transmission of information cannot be guaranteed to be secure or error-free, as it will be transmitted over a public network, and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise be adversely affected or unsafe to use.
We shall each be responsible for protecting our own interests in relation to electronic communications. Save in the case of fraud, neither of us shall be liable to the other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any damage or loss arising from or in connection with the electronic communication of information between us.
21. Instructions
Unless we both agree otherwise and subject to our then current hourly rates, these Terms and Conditions will apply to any future instructions that you are kind enough to give us.
When our quotes, letters of engagement and retainers have not been expressly approved by the Clients to which they were submitted the continuing instructions of the Client shall be deemed an acceptance of those quotes, letters of engagement and retainers.
22. Rights and Remedies
The rights and remedies available to us by virtue of these Terms and Conditions are without prejudice to any other rights or remedies available to us.
Any failure by us to exercise or delay by us in exercising a right or remedy provided by these Terms and Conditions or by law does not constitute a waiver of the right or remedy, or a waiver of other rights or remedies.
23. Law and Jurisdiction
The contract between us is on the basis of these Terms and Conditions and any other written terms supplied to you with these Terms and Conditions. The applicable laws shall solely be those of the UAE and the emirates of Abu Dhabi and Dubai. Exclusive jurisdiction is granted to the competent Courts of Abu Dhabi or Dubai, as relevant to the dispute.
