TERMS OF BUSINESS
ABDO RAFIQ & PARTNERS LIMITED
1. Who we are
Abdo Rafiq & Partners, Attorneys & Legal Consultants (“Abdo Rafiq & Partners”) is a UAE law firm providing legal services throughout the UAE.
Abdo Rafiq & Partners provides legal services through various separate and distinct legal entities in the form of associations and network. These entities provide legal and other client services in accordance with the relevant laws of the jurisdictions in which they respectively operate. Our engagement letters set out in full which legal entity our clients have contracted with.
The use by Abdo Rafiq & Partners of the term “partner” or “legal consultant” in relation to any individual is a title only and individuals described as partners or legal consultants are members or employees of, or consultants to, Abdo Rafiq & Partners. References in these terms of business to “we”, “us” or “our” are references to Abdo Rafiq & Partners.
2. Scope of our instructions
By instructing us, you authorise us to take the steps we consider appropriate to represent you, including incurring reasonable expenses on your behalf.
Our scope of work for instructions related to Wills will be as per our pricing matrix shared with you by a member of our team and unless otherwise agreed in writing by us, our scope will be limited to the items specified under each category A, B & C (Platinum, Gold & Silver) in our pricing matrix. We may update our pricing matrix from time to time without giving prior notice. We will assume that your instruction is for basic Wills (as defined under our pricing matrix) unless specified by you in writing and in case your instruction is not for a basic Will, the prices quoted under our pricing matrix will not be applicable and we will advise you on the additional charges.
In case you select categories B or C (Gold or Silver) under the pricing matrix, you will be responsible for completing our Wills questionnaire and ensuring that all details on the questionnaire including names, dates of birth, nationalities, passport numbers or Emirates ID numbers and other details are written correctly and as per the identification documents. For DIFC Wills, all names should be as per the passports and for ADJD or Dubai Courts Notary Wills, all names should be as per Emirates IDs. Under categories B & C, our team will not be responsible for cross-checking your completed questionnaires with ID documents shared with us and you will be entirely responsible for incorrect details mentioned on the Wills or Wills being rejected by the registry in case the questionnaire was not completed properly by you.
In the event, we receive your instructions from an external advisor who is not a member of our team, you hereby give us an ongoing consent (unless varied afterwards by you in writing) to share all your documents, information and drafts with that advisor.
Unless we agree alternative charging arrangements, our fees will be based primarily on the time recorded by our lawyers and their seniority. These fees may be adjusted to reflect the nature of an assignment, in particular its importance, value, complexity and urgency. Details of the rates for the lawyers involved in your work are available on request. These rates are normally reviewed with effect from 1 January each year. If a transaction or other matter is abortive, our fees will still be payable.
4. Estimate & Special Fee Arrangements
Estimates are given only as a guide, and should not be regarded as a firm quotation unless this is agreed in writing. A special fee arrangement (such as a fixed or capped fee) agreed for a matter will not cover additional work not identified when the arrangement was agreed. Estimates and special fee arrangements are given exclusive of any disbursements costs.
We may incur expenses (“disbursements”) on your behalf in the course of a matter.
These may include travel, accommodation, couriers, searches, registrations, transcripts, agents who conduct investigations, document production, binding, telephone calls, faxes, counsel’s and experts’ fees and expenses.
We are entitled to recover from you the cost or an amount in respect of disbursements incurred. With regard to certain disbursements (including telephone and faxes), we charge a nominal fixed fee for each file we open.
We will obtain your approval before incurring any substantial disbursements (including counsel’s fees or expert’s fees) in litigation. We will also either require you to provide us with sufficient funds to cover such disbursements or arrange for the person providing the services to invoice you direct. If we pay any such disbursements on your behalf, we will invoice you for them and payment will be due from you on delivery of the invoice.
We may sometimes be required to give an undertaking (i.e. a binding commitment) to pay an amount of money on your behalf in relation to a matter. We will not give such an undertaking without your prior approval. We will also require that the relevant amount (or a reasonable estimate of it) is paid to us before we can give the undertaking.
If we have to incur additional expenses for non-legal staff working overtime on evenings or weekends in order to provide an effective service to you, we may include these expenses as a separate item on our invoices to you.
6. Instructing third parties
If we instruct foreign lawyers or other professionals on your behalf, you will be their client and will be responsible for payment of their costs. If we pay the fees of any such foreign lawyers or professionals, we will invoice you for them and payment will be due from you on delivery of the invoice.
We will usually submit invoices at regular intervals.
If a transaction or other matter is expected to be completed within a short period we may agree not to deliver our bill until completion.
We reserve the right to issue a bill at the end of each calendar month, or when we incur or agree to pay disbursements on your behalf, or on completion of a transaction or other matter.
8. Value Added Taxes
All fees and expenses payable to us must be paid together with value added taxes or similar consumption tax and any withholding tax. Any monetary values referred to in our engagement are exclusive of value added tax unless stated otherwise.
Value added taxes chargeable in respect of any services supplied by us shall, on delivery of the value added tax invoice, be payable in addition to any sum agreed to be paid in our engagement with you and we reserve the right to collect and deduct such applicable taxes or duties from you or any trust monies deposited by you in our client account.
9. Payment Terms
Payment to us is due on delivery of our invoice. We ask clients to make all remittances by electronic transfer whenever possible and unless otherwise agreed by us. If the invoice is not paid in full within one month, we reserve the right to charge interest on the outstanding amount of the invoice at a rate of 5% above the base rate of any local bank in the UAE. Interest will accrue from one month after the date of delivery of the invoice to the date of payment.
If an invoice is overdue for payment, we may on giving reasonable notice suspend or terminate our services to you (and others with whom you are associated) and retain documents and papers belonging to you. We may exercise these rights irrespective of the matter to which the work or documents and papers relate.
When we are instructed by or on behalf of more than one person or company to deal with any particular matter, each person or company for whom we act will be jointly and severally liable for payment of the full amount of our fees and disbursements and value added tax.
If arrangements are made for a third party to pay any of our fees or disbursements, or a court orders a third party to pay any part of our costs, you remain liable to pay any charges to the extent that the third party does not pay our invoice in full.
We expect that, from the date we are formally instructed, your instruction for drafting and registering Wills would take a maximum of thirty (30) days under Category C – Silver of our pricing matrix, sixty (60) days under Category B – Gold of our pricing matrix and ninety (90) days under Category A – Platinum of our pricing matrix. In case your instruction takes longer than the above specified timeframes under each category to be registered and closed, we reserve the right to revisit and amend our professional fees. In case the delay in registering your Will is due to delay in your response or lack thereof, we will close the file upon completion of the timeframe specified above under each category of scope selected by you from the date we are formally instructed. We might agree, in our sole discretion, to reopen the file at your request however, it would be subject to an administrative fee to be determined by our management at its sole discretion.
In case of termination of your engagement, there will be no refund of professional fees paid by you in case we have worked on your file and issued the first drafts of your Will. You agree that upon issuance of first drafts, we would have rightfully earned our total professional fees for each engagement.
10. Payment on Account
In the instance of certain instructions, we may require you to provide a payment to us on account. This amount will represent a portion of the anticipated fees and disbursements.
Any payment on account will be held in our general client account. We are entitled to use money from the client account as payment for sums due from you. From time to time, we may ask you to replenish the account so that it does not fall below the agreed amount. Any funds in excess of our charges will be returned to you after the completion or termination of our services.
Unless otherwise stated, a payment on account is not an estimate or fixing of costs; our total costs in a matter may be greater than the payment on account.
11. Confidentiality and Conflicts
We are bound by strict confidentiality rules and, accordingly, we will treat any commercially sensitive information about your business and affairs as confidential (unless we are required to disclose any information by law or any regulatory authority).
We will use your personal information to provide you with our services and to inform you of relevant news (such as firm-related announcements and forthcoming events) and legal developments. You may contact your client relationship partner at any time to let us know if you do not wish to be provided with this information.
We may also use non-confidential details about our work for you for promotional purposes, unless you inform us otherwise.
We reserve the right to use external agencies for typing, photocopying and printing on certain occasions. There may also be occasions when outsourcing of other activities is desirable but we will advise you before doing so.
Conflicts of interests occasionally arise, for instance, where we discover information while acting for other clients, but making a disclosure to you would conflict with our duty to them. If we identify a conflict of interest we will notify you promptly. We may, however, be obliged to withhold information or terminate our engagement in relation to the particular matter.
12. E-mail & Website
All our staff has access to e-mail and may, unless you instruct us to the contrary, send information by e-mail. Use of Internet e-mail carries certain risks. Confidentiality may be breached, messages may be lost or delayed, or may not be read, and viruses may be transferred through the use of e-mail. We cannot accept responsibility for loss which you suffer as a result of the use of Internet e-mail for communication between us or between Abdo Rafiq & Partners and third parties. Inherent in the nature of e-mails is the possibility of impersonation. If in any doubt as to whether an e-mail purporting to come from us is genuine, please contact the person who is named as the sender to verify authenticity.
We suggest that, when sending a time-critical e-mail to us, you telephone to ensure the intended recipient is aware that a message has been sent.
If you do not wish us to communicate information to you by e-mail, or if you wish to establish a more secure electronic communications link, please inform us.
13. Feedback and Complaints Procedure
We are committed to continuous improvement in the quality of our services. We encourage suggestions or comments from you in helping to achieve this goal. If you would like to discuss ways in which our services could be improved, or if you are dissatisfied with any aspect of the services you are receiving from us, please contact your client relationship partner or, if appropriate, the firm’s managing partner.
We have a formal complaints procedure which we are confident will assist in resolving any problems that might arise between us.
14. Termination of our Engagement
You may terminate our services at any time by giving us reasonable written notice.
We may cease to act for you on any matter by giving you reasonable written notice if:
you fail to give us proper instructions;
you fail to give us the cooperation which we are reasonably entitled to expect;
our continuing to act would be impractical, unethical or unlawful;
we have a conflict of interest;
you fail to provide us (or to replenish) sufficient money to be held on account; or
you fail to pay our invoices as and when rendered.
On termination by either you or us:
you must pay our charges for work carried out up to the date of termination; and
we may keep all the papers which we are entitled to retain until all of our costs, disbursements and interest have been paid.
15. Responsibility for Advice
Abdo Rafiq & Partners (rather than its partners, legal consultants and employees) will provide advice and services to you and Abdo Rafiq & Partners alone will be responsible for the performance of the contract between us.
All work done and advice provided by us is for your use and benefit only and may not be supplied or passed on to any other person without our prior written approval. Our duty of care is to you as our client, not to third parties unless such responsibility is accepted by us in writing.
Where Abdo Rafiq & Partners is responsible for providing advice and/or services to you then, to the fullest extent permitted by law and regulation, no individual who is a partner or legal consultant or employee of Abdo Rafiq & Partners accepts or assumes responsibility to you or to anyone for advice and services provided to you, whether or not the individual is described as a “partner”.
You agree (to the extent such agreement is enforceable under applicable laws and regulations) that you will not bring any claim in connection with any advice and/or services provided to you, whether on the basis of contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise, against any partner, legal consultant, or employee of Abdo Rafiq & Partners, but this will not limit or exclude the liability of Abdo Rafiq & Partners itself for the acts or omissions of its members, employees or consultants.
16. Limitation of Liability
Our liability to you in respect of breach of contract or breach of duty or negligence or otherwise arising out of or in connection with our engagement or the services we provide shall be limited to that proportion of the loss or damage (including interest and costs) suffered by you, which is ascribed to us by a court of competent jurisdiction allocating proportionate responsibility to us having regard to the contribution to the loss and damage in question of any other person responsible and/or liable to you for such loss and damage. This provision shall have no application to any liability for death or personal injury, any other liability which cannot lawfully be excluded or limited or to liability arising as a result of fraud on our part.
For the purpose of assessing the contribution to the loss and damage in question of any other person pursuant to the preceding paragraph, it is agreed that no account shall be taken of any limit imposed on the amount of liability of such person by any agreement made before the loss and damage in question occurred.
17. Document Storage
In common with many other firms, we maintain an internal database of past advice. Unless you inform us otherwise, we may add material drafted during our work on your matters to this database. This material is for internal use only.
We usually keep files and papers relating to client matters for a minimum of six years from the date we cease to work on that matter, after which we may dispose of them (other than title documents, deeds and certificates) as we reasonably consider appropriate.
Some documents which come into our possession may belong to you. We will normally return these documents (and title documents, deeds and certificates) at the earliest opportunity, subject to our right to retain possession as security for payment of sums owed to us by you.
However, it is likely that, over a period of time, less important records which are your property will be filed with our own papers. Unless you previously request us to return them to you, we will destroy any papers which, in our opinion, do not warrant retention at the time that we destroy the other papers relating to your work.
We may also without your specific consent transfer paper files to electronic or other reduced format insofar as permitted by law to do so.
18. Money Laundering
The Central Bank of the United Arab Emirates and Financial Services Regulatory Authority has introduced regulations to make it more difficult for criminals to make and keep money from their crimes. For this reason, we may require you to provide us with evidence of identity. If requested, you must provide, as quickly as possible, such evidence of identity as requested. This will vary according to the type of entity you are but, if you are a company, will often include the identity of the ultimate beneficial owners. If you fail to provide such information promptly, we will not be in a position to act for you or, as the case may be, reserve the right to cease to act and can normally be expected to exercise that right. If you are acting on behalf of anyone else, we will similarly need to identify that person. From time to time we will require up-to-date evidence of identity to be supplied to ensure our ongoing compliance with the money laundering regulations.
We may also use your personal information for identity verification purposes through electronic data sources. The evidence of identity that we hold from time to time will be made available to third parties whom we instruct on your behalf, if they require it to comply with money laundering legislation to which they are subject. We will not accept payment from any source unless the source has previously been identified to our satisfaction and we have agreed to accept payment from that source. If payment is made in breach of this provision, the funds will usually be frozen and not applied to the transaction, pending receipt of consent from the appropriate authorities. We will not make payment to anyone other than you except when this is a necessary aspect of the transaction.
Pursuant to various statutes, regulations or court orders, we may, exceptionally, have obligations that lead to our disclosing details of your affairs to the relevant authorities. We will not always be permitted to inform you that this has occurred. In some cases, compliance with these obligations may cause delay in carrying out your instructions or proceeding with the matter and, provided we have acted in good faith, we are unable to accept any liability to you for the consequences of any such delay.
However we may not be obliged to disclose such information where legal professional privilege applies. In such circumstances, unless you formally notify us that you wish to waive privilege, any obligation to disclose information is your responsibility. Unless we have agreed in writing that we undertake this work, we cannot accept any responsibility to advise you on your disclosure obligations.
20. Law and jurisdiction
These terms are governed by the laws of Abu Dhabi Global Market (ADGM) and any disputes arising in connection with these terms or our services are subject to the exclusive jurisdiction of the ADGM courts.
You agree by accepting these terms through our Website that you are legally bound by these terms until our engagement is terminated.
If at any time the practice of this firm is transferred to a successor firm (including a company or another limited liability partnership) all work on which we have been instructed by you may be carried out by the successor firm and references to “we” and “us” in these standard terms shall from the date of the transfer be interpreted as references to the successor firm.