Effective from 1st October 2014
CONTENTS:
1. INTRODUCTION
2. MANDZHUKOVA, SHOPOV, PETROV LAW FIRM
3. OUR WORK FOR YOU
4. LIABILITY TO YOU
5. OUR CHARGES
6. COSTS, BILLING AND DISBURSEMENTS
7. OUR CLIENT ACCOUNT
8. THE COSTS RISKS OF LITIGATION
9. ELECTRONIC COMMUNICATION
10. CONFLICT OF INTERSTS
11. CONFIDENTIALITY
12. CLIENT SERVICE, INSURANCE AND COMPLAINTS
13. CORRESPONDENCE AND DOCUMENTS
14. DATA PROTECTION
15. CLIENT DUE DILIGENCE
16. DISCLOSURES
17. EQUALITY AND DIVERSITY
18. TERMINATION OF OUR AGREEMENT
19. FUTURE PRACTICE STRUCTURES
1. INTRODUCTION
1.1 These general terms and conditions set out the terms on which we shall act for you. These terms of business are an essential part of our agreement to act for you. They should be read in conjunction with any engagement letter or specific contract, which contains information specific to you and your case.
1.2 These general terms and conditions explain in detail our contractual relations with you and also limit our responsibilities and our liabilities to you. The terms set out in this document apply to our contractual relations, unless any of them is specifically excluded by any engagement letter or specific contract, which contains information specific to you and your case.
1.3 Our agreement will be governed by Bulgarian law. Unless we agree otherwise, and subject to the jurisdiction of the relevant professional regulatory bodies (identified below) any dispute relating to our agreement or our work will be subject to the exclusive jurisdiction of the Bulgarian courts and disciplinary bodies.
1.4 If any provision of this document is found by a court or other competent authority to be void or unenforceable, then that provision shall not in any way affect the remaining provisions of this document, which shall continue to apply.
1.5 We may amend or vary these terms of business from time to time. If we do so, we will notify you in writing. Any changes to these terms will take effect from the date of our notice or, if later, the date specified in the notice as being the date on which the new terms shall apply.
2. MANDZHUKOVA, SHOPOV, PETROV LAW FIRM
2.1. Your contract is with Mandzhukova, Shopov, Petrov Law Firm, a legal practice partnership registered in the Republic of Bulgaria, having its seat in Sofia 1000 and its registered office at: 18A Angel Kanchev Street, Floor 1, Apt. 1. Our BULSTAT Registration No. is 176596283.
2.2. Mandzhukova, Shopov, Petrov Law Firm is authorised and regulated by the Sofia Bar Association. The Sofia Bar Council has registered Mandzhukov, Shopov, Petrov Law Firm during its meeting on 10.09.2013 and the registration was recorded in Protocol No. 27.
2.3. In these terms of business and any engagement letter or a specific agreement accompanying them, unless the context otherwise requires, references to “you” and “your” are references to our client, who will normally be named in an engagement letter or a specific agreement. References to “MSP”, “we”, “us” and “our” are to Mandzhukova, Shopov, Petrov Law Firm.
3. OUR WORK FOR YOU
3.1. Every matter we undertake is supervised by a partner who has the ultimate responsibility for the case and who will always be ready to discuss your case with you. We will set out in our retainer letter or in our specific agreement the name and status of the person responsible for the day-to-day conduct of your case and of any others who may assist.
3.2. Our duty is to act for you with reasonable skill and care. Given the nature of our work we cannot guarantee the outcome of any given case.
3.3. Our work can only be performed on the basis of information you provide. It is essential, that you provide us with the information we need to work in your best interests and that that information is up to date, accurate and complete. You should notify us as soon as possible of any changes to any information you have given us and of anything new which may be relevant to our work for you. We reserve the right to cease acting should that requirement not be met in any essential respect.
3.4. Our role always is to act as legal adviser. It is not part of our role to advise on commercial, financial or business issues, on finance or on investment. No communication from us should be regarded as an invitation or inducement to you to engage in investment activity. We do not advise on the commercial or financial viability or merits of transactions or the business risks that may be associated with them. Unless specifically agreed as part of our engagement, we will not advise on tax-related issues.
3.5. We will advise only on the law and legal procedures applicable in the Republic of Bulgaria. Should you require advice on the law and legal procedures of other jurisdictions that would need to be arranged separately unless we had made an arrangement for you with an appropriately qualified overseas lawyer.
3.6. Unless we agree to the contrary in writing, we shall not be responsible for advising you in relation to any aspect of a matter once the work, which we have agreed to undertake, has been completed.
3.7. We shall have regard to time limits and we shall endeavour to work as quickly and efficiently as possible. However, it is often difficult to say how long it may take to complete a case. This will often depend on the conduct of other parties.
4. LIABILITY TO YOU
4.1. MSP assumes legal responsibility to you for all of the work its partners, employees and consultants carry out on its behalf. Our liability to you for any loss or damage you may suffer will be determined in accordance with Bulgarian law and subject to the following provisions.
4.2. No individual member, employee or consultant of MSP contracts with you personally or assumes legal responsibility to you personally in respect of work performed on behalf of MSP. All correspondence and other communications sent to you in the course of our work, whether signed by a partner, consultant or employee shall for all purposes be treated as having been sent on behalf of MSP.
4.3. Our liability to you will be limited to that proportion of your direct and immediate loss and damage, which is just and equitable, having regard to the extent of your own responsibility for the loss and damage and that of any other party who may also be liable to you in respect of it.
4.4. In considering whether other parties may be liable to you, no account is to be taken of any inability on your part to enforce remedies against another party, for example because of limitation periods, that party’s lack of means or that party’s reliance on exclusions or limitations of liability.
4.5. Our aggregate liability to you will in any event be limited to such sum as is specified in the engagement letter or specific agreement accompanying these terms of business or if no sum is specified there, to BGN 20 000.. This limit of liability applies to the aggregate of all claims that may be made against us
4.5.1. by our clients for the purposes of any one case and/or
4.5.2. by our clients making claims arising from the same act or occurrence.
4.6. In those circumstances where we act for multiple clients in respect of one act or occurrence, the aggregate limit of BGN 20 000 applies collectively to all those clients and to all incidents of loss or damage in respect of which they may claim.
4.7. We shall not be liable whether in contract, tort or otherwise for any special, indirect or consequential loss or damage of any kind however arising.
4.8. The above terms limiting our liability to you, and those of our members, employees, agents and consultants do not apply in respect of:
4.8.1. Your death or personal injury;
4.8.2. Loss or damage arising from fraud or wilful default; 4.8.3. Any other situation in which the limitation of liability is prohibited by law or by relevant rules of professional conduct.
5. OUR CHARGES
5.1. Unless otherwise agreed, work is charged on a time basis, using hourly rates. The hourly charge-out rates of the lawyers working on the matter will be notified to you and are available to you on request. Time spent on a matter is recorded in units of six minutes. We do charge for time spent travelling. We do charge for e-mail or telephone consultations.
5.2. If no specific basis for charging is agreed with you in writing, then our fees will be based on the number of hours spent dealing with your matter at our then applicable standard hourly rates. They may be adjusted to reflect the value, importance, complexity, difficulty, urgency or specialist nature of the work undertaken.
5.3. Our hourly rates are subject to periodic review, normally at the beginning of January each year. We will inform you of any changes proposed. Our fees are calculated at the rates, which are current when the work is carried out.
5.4. We may instruct consultants, experts or others such as overseas lawyers or trademark or patent agents to assist your case. We will do so on the basis that we have your authority to do so at our discretion, unless you instruct us to the contrary. We will usually contract with them as your agent and you will be responsible for payment of their charges.
5.5. We charge separately for disbursements (expenses) we incur on your behalf. These may include court fees, search fees, land registry fees, stamp duty, photocopying and printing charges, courier charges, translation services,travel and accommodation expenses.
5.6. Value Added Tax (“VAT”) will be charged on fees and expenses at the rate applicable. We will only issue a VAT invoice to the client or clients for whom our work is performed.
5.7. You will be primarily responsible for our charges unless we have agreed otherwise in writing, and we will be entitled to ask you for payment if the other party does not pay promptly in accordance with our payment terms, as shown below.
5.8. Estimates of charges are given in good faith but, unless otherwise agreed, our charges may be higher or lower than the estimates given. We will always endeavour to provide a revised estimate in writing when it becomes apparent that a previous estimate is likely to be exceeded. If we ask you to make payments on account, our charges may be higher or lower than the payments requested.
5.9. Where we act for more than one client in relation to a matter, each client will, unless otherwise agreed by us in writing, be jointly and individually liable for the full amount of our charges. If we do agree that each client’s responsibility for our charges will be limited to a certain proportion of the total, and one or more clients should then cease to instruct us, the share of our charges which would otherwise have been payable by them will become the responsibility of the remaining clients in equal shares.
6. COSTS, BILLING AND DISBURSEMENTS
6.1. Except in foreign contingent fee cases, we will normally ask that you pay us, from time to time, sums on account of costs and disbursements. We may also ask for money generally on account when we incur a substantial liability to a third party (typically when engaging a consultant before a hearing).
6.2. Requests for payment on account of costs in Conditional Fee and Damages Based Agreement cases will be governed by our Conditional Fee Agreement or Damages Based Agreement as appropriate.
6.3. We reserve the right to either suspend or cease acting for you in the event that we do not receive payment of bills or sums requested on account. Unless otherwise agreed, if for that or any other reason a matter is not completed by us our fees and disbursements will still be payable in respect of the work that has already been carried out.
6.4. All client monies that are to be used for payment of state fees, disbursements and other expenses of the client, except our fees, are paid into our general client account and managed in accordance with the relevant professional rules and standards. We may make payments and transfers from the client account for the benefit of the client in accordance with the relevant professional rules and standards.
6.5. We will provide a full report of the payments and transfers done with monies you provided to our client account for your approval. You will be provided with such report at the latest on the 31 January of the year following the year of the transferred funds, if an earlier term is not agreed upon in the engagement letter or the specific agreement.
6.6. In circumstances where we have paid disbursements on your behalf, if you have not made a payment on account of disbursements (for whatever reason), we will also charge interest on the unpaid disbursement balances at the rate of 10% over the base rate of the Bulgarian National Bank in force from 1 January or on 1 July of the respective (the “Statutory Interest Rate”).
6.7. Bills are due for payment within fourteen days of delivery. Where a bill remains unpaid for more than fourteen days we reserve the right to charge interest on the unpaid balance at the rate of the Statutory Interest Rate. If you are not satisfied with the fees invoiced to you, you should let us know immediately.
6.8. Interest charged will be compounded monthly until such time as the outstanding balances are paid by you or until we are able to discharge them from the receipt of damages recovered in your litigation. You expressly authorise us to utilise interim or final damages for this purpose.
6.9. If a third party makes a payment of interest on costs relating to your case we will pay such interest to you as relates to any bill that you have already paid. Otherwise we will be entitled to keep it.
6.10. If a fee note rendered by us is not paid promptly in accordance with these terms, we shall be entitled to either suspend or cease to act for you and to exercise a “lien” over correspondence and documents under our control (i.e. retain them pending payment).
6.11. Our cash handling policy is that cash payments are not acceptable.
7. OUR CLIENT ACCOUNT
7.1. Our client account is with UniCredit Bulbank AD or any other such Bulgarian bank(s) regulated by the Bulgarian National Bank to whom we may from time to time transfer any part of our client monies. If you transfer funds to our client account you will be agreeing that we will not be liable to you for any monies lost arising from a bank collapse, failure or any similar event, nor will we be liable for any consequential loss arising resulting from an inability to withdraw such funds, other than may be prescribed by law. If you do not wish your funds to be deposited with UniCredit Bulbank AD or any other bank with whom we have a client account then you should notify us immediately so that we can agree some alternative arrangements.
7.2. Please contact us if you would like up to date details of the bank(s) where our client monies are held.
8. THE COSTS RISKS OF LITIGATION
8.1. We seek to express our advice in a manner, which is helpful to clients but the correct legal analysis of a particular issue is often a matter of opinion. When we give our view on a legal issue, we do so in good faith but it is impossible to avoid the risk that another lawyer – or a court – will disagree with that view. Even where we consider that your case is very strong, success in the courts can never be guaranteed.
8.2. The award of costs in litigation, is in the discretion of the court, arbitrator or tribunal empowered to award costs, as the case may be, and cannot be guaranteed. Normally the successful party will obtain an award that its costs are paid by the unsuccessful party but this is not always the case. In addition, if you win a case and obtain a costs award in your favour, the court will rarely order payment of the full amount of your costs; you will be responsible for payment of the balance. Moreover, the other side may not be willing or able to pay what the court orders.
8.3. If you lose the case, you will usually have to pay the other side’s costs (or a proportion of them), as well as all your own costs. Where an order for costs is made in your favour, interest may be claimed from the date on which the order was made.
8.4. We shall review with you, both at the outset and periodically as the case progresses, whether the likely outcome of litigation justifies the expense and risk involved. Once legal proceedings have been commenced by one of the parties to a dispute that party may not be able to withdraw without paying the costs incurred by the other side.
9. ELECTRONIC COMMUNICATION
9.1. For ease of communication, we may correspond with you and others in respect of our work by unencrypted email, via the Internet. You will be aware that Internet email is not a secure or guaranteed means of communication. Emails can be intercepted and read. If you would prefer us not to use it in respect of your work, please let us know.
9.2. We may monitor electronic communications with a view to ensuring that we comply with our internal policies and applicable law. We have procedures in place to keep electronic communications and other information safe from malware and malicious technologies, but we cannot guarantee a complete protection of electronic communications.
9.3. Sometimes we engage other companies or people to perform services such as typing, photocopying or scanning. Such services are provided on confidential terms. If you do not want us to use such services in your case, please let us know.
10. CONFLICT OF INTERESTS
10.1. We act for many clients at any given time. It is possible that some of those clients may have, or develop, commercial interests adverse to you. It is a condition of our acting for you that the fact that other current or future clients may have, or develop, commercial interests adverse to you will not in itself prevent us from acting for them.
10.2. This will not, of course, remove the need for us to consider our professional obligations in relation to instructions from you or any other client. We have in place procedures aimed at identifying conflicts of interest and at preserving the confidentiality of information we receive. We shall make it clear if we are unable to take a matter further if, for example, a conflict of interest arises between you and another client.
11. CONFIDENTIALITY
11.1. We will respect the confidentiality of information we receive from you and others on your behalf while acting for you. We will not disclose such information to others outside your legal team (other than in accordance with these terms) without your prior consent, unless required to do so by law or by the rules of any applicable regulatory body.
11.2. The exception will be where we are working with other professional advisers on your behalf. In those circumstances we shall assume that we may disclose confidential information to them, unless you tell us otherwise. We may also be required from time to time to disclose documents and information to our professional indemnity insurers. It is a condition of our acting for you that you consent to our disclosing to them such information as they may request or that we consider appropriate, where that information would otherwise be confidential to you and protected by legal privilege.
11.3. You will appreciate that we owe the same obligations of confidentiality to all our clients and cannot therefore disclose to you other confidential information we may hold without the consent of the relevant client.
11.4. Sometimes we engage other companies or people to provide services such as typing, photocopying or translations to ensure that this is done cost-effectively and promptly. We will always seek a confidentiality agreement with these outsourced providers.
11.5. We maintain databases of legal know-how, to which advice and documentation in respect of our work for you may be added. The databases are securely maintained and this will not affect our obligations of confidentiality to you.
11.6. Any advice we provide to you alone is for your benefit alone. It should not (without our explicit consent in writing) be disclosed to, and it may not be relied upon, by third parties.
11.7. Where you have instructed us jointly with other legal advisors we will work from the presumption that each party has waived our duty of confidentiality to them vis-à-vis the co-instructing client, unless we are advised otherwise, in which case we can only act if the other client agrees that we are not obliged to share such information with them.
12. CLIENT SERVICE, INSURANCE AND COMPLAINTS
12.1. Contact details for our professional indemnity insurance insurers and details of territorial coverage are available at our offices and will be supplied on request. If you would like to discuss how our service to you could be improved, please contact the partner responsible for your case or, if you prefer, the relevant head of department or any of the Managing Partners. Sofia Bar Association is the regulatory body for solicitors in Sofia, Bulgaria. They can be contacted by telephone: +359 2 987 05 19 and +359 2 986 79 72 Their address is: 1309 Sofia, 137 Todor Alexandrov blvd., 2nd and 3rd floor. MSP is subject to the Solicitors’ Ethical Code of Conduct, which sets out the rules and principles of professional conduct for practising solicitors. It also contains other material on professional conduct and regulation. It can be viewed at http://www.vas.bg/Pages/Legal/default.aspx.
12.2. We have a formal complaints handling procedure, a copy of which can be obtained on request to any partner. This can include complaints about our bills. We will investigate complaints, which should be made in the first instance to the person responsible for the day-to-day management of your case (or if you prefer the head of the relevant department or any of our managing partners) promptly and we will respond to you in writing. We will never charge you for investigating complaints.
12.3. Likewise, you should note that you have a right to make a complaint directly to the Disciplinary Court of the Sofia Bar Council. Naturally we hope you never have cause for complaint concerning the barristers working on your case, but if you do have any such concerns please do not hesitate to let us know.
13. CORRESPONDENCE AND DOCUMENTS
13.1. It is essential that you all take steps immediately to preserve any documents, which are relevant to your case, whether they help or hinder it. These include electronic data and documents such as emails. We will write to you separately in due course to explain your obligations in regard to such documents. At this point, however, it is essential that you stop any routine destruction of documents, which might relate to the matter and that care is taken over the creation of new documents. You should also be mindful that any documents you create may be seen by an opponent if the documents are not protected by legal privilege.
13.2. We may store correspondence and documents in electronic format. To the extent that you are able, you permit us to copy and electronically scan all such correspondence and documents for our use in connection with our work on the matter and for filing, storage and record keeping purposes.
13.3. Where we have stored correspondence and documents in electronic format, we may then destroy the original. However, we will not destroy original agreements or any hard copy documents that you ask us to return to you. Electronic documents are regarded as admissible evidence to the same extent as the document itself.
13.4. We will keep correspondence and documents (whether in hard copy or in electronic format or both) on the understanding that we can destroy or delete paper records six years after the closure of your file and electronic records ten years after they are made.
13.5. After completing a matter, we will be entitled to keep all your correspondence and documents while there is still money owed to us for fees and expenses.
13.6. We do not make a charge for storage of correspondence and documents (whether in hard copy or in electronic format or both). However, we may charge for:
13.6.1. the retrieval and delivery of hard copy and electronic material from storage;
13.6.2. time spent producing stored correspondence and documents that are requested; and
13.6.3. reading, correspondence or other work necessary to comply with your instructions in relation to the retrieved correspondence and documents.
14. DATA PROTECTION
14.1. MSP is a law firm that is registered as an administrator of personal data by the Commission on the Protection of Personal Data of the Republic of Bulgaria under reference number 401723.
14.2. MSP complies with data protection legislation and requires clients to do likewise. We will process any personal data that you provide to us in accordance with our obligations under applicable data protection laws and regulations for the following purposes: to provide you with the services you have requested; to comply with applicable laws and regulations; for administrative purposes; and to provide you with information about us and our services, including legal updates. If at any time you do not wish to receive further information about us and our services please let us know.
14.2.1. Sometimes it may be necessary to share personal data you provide to us with third parties (including other solicitors and overseas) who provide services to us or on our behalf. On these occasions we will take steps to ensure that the data is adequately safeguarded.
14.2.2. Please inform us of any specific instructions you may have in relation to how we may process any personal data you provide. We will assume otherwise that you have complied with your own obligations under applicable data protection laws and regulations in providing personal data to us.
15. CLIENT DUE DILIGENCE
15.1. In appropriate cases the law requires solicitors, like banks, building societies and others, to obtain satisfactory evidence of the identity of their clients. This is because solicitors who deal with money and property on behalf of their clients can be used by criminals wishing to launder money. In order to comply with the law on money laundering, we may need to:
15.1.1. obtain evidence of your identity as soon as practicable;
15.1.2. in relation to corporate clients, identify any beneficial owners and verify that information; and
15.1.3. continue to monitor the transaction and keep identity information up to date.
15.2. Our engagement letter or specific agreement will set out how we will obtain evidence of your identity. If that information is not provided promptly we may have to cease to act. If we incur search fees charged by external providers in verifying your identity (such as search fees overseas) these will be charged to you as a disbursement.
16. DISCLOSURES
16.1. Solicitors are under a professional and legal obligation to keep the affairs of clients confidential. This obligation, however, is subject to statutory exceptions.
16.2. Legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain circumstances to disclose information to certain government agencies such as the State Agency for National Security. Where a solicitor knows or suspects that a transaction on behalf of a client involves money laundering or terrorist financing, the solicitor may be required to make a disclosure. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop working on your matter for a period of time and may not be able to tell you why.
17. EQUALITY AND DIVERSITY
17.1. We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. We have an equality and diversity policy, which sets out more detail. If you would like a copy, please contact us.
18. TERMINATION OF OUR ENGAGEMENT
18.1. Subject to any contrary agreement in writing you may end your instructions to us in writing at any time, but we can keep all your papers and documents while there is still money owed to us for fees and expenses.
18.2. We may decide to cease acting for you if you are in breach of these Terms of Business or for other good reason(s). Examples would be if you do not pay our fees in accordance with our agreement, you fail to make a reasonable payment on account of our fees or disbursements when requested to do so, there is a conflict of interest, you instruct us to act in a way which we believe to be contrary to professional and regulatory standards or your best interests, you instruct us to act in a way which we consider to be improper or wrong or you instruct us to act in a way which we believe would be contrary to our duties to the courts, the tribunal service and the administration of justice.
18.3. In that event you would be charged for the work done up to the time we cease acting. If you or we decide that we should cease acting for you, you will pay our charges up until that point. These are calculated on an hourly basis or (as appropriate) a fair proportion of the agreed fee.
19. FUTURE PRACTICE STRUCTURES
19.1. If we merge with another firm or transfer substantially all of our business to a third party, then you agree that we may transfer our engagement with you on substantially the same terms (so far as applicable) to the successor enterprise. We shall write and tell you if this happens. In that event we shall have the right to issue new Terms of Business.
19.2. We shall be entitled to provide the new practice with all information, records and data necessary to enable it to perform the services for which you have contracted and for the other purposes mentioned in these Terms of Business.
19.3. The limitations on liability set out above include reference also to any new practice and its partners, officers, employees and consultants. Accordingly where aggregate liability has been capped under these terms, you will not be entitled to recover any more than that aggregate capped amount from the combined resources (including applicable insurance) of MSP, the new practice and its partners, officers, employees and consultants and all of the other persons, entities, partnerships or undertakings mentioned above.
