GENERAL TERMS AND CONDITIONS

1. General
Gittins Attorneys is a personal liability company conducting business in the Republic of South Africa. In these Standard Terms of Engagement (“Terms”), the words “we” “us” and “our” refer to Gittins Attorneys, and “you” and “your” refer to you as our client. “Client Partner” means the partner with responsibility for your relationship with us and identified in our engagement documentation. These Terms apply to services provided to you by us and supersede any earlier Terms, which we have provided to you. These Terms may be amended by us to reflect changes in law or our commercial practice and these Terms (as amended from time to time) will apply to any future matters on which you provide instructions unless otherwise agreed with you. Important clauses which may limit our responsibility, or which may involve some risk to you will be in bold. Please pay
special attention to these clauses.

2. The way we do business
We will agree on the required scope of work with you at the outset of each matter on which you instruct us, together with an estimate of the costs and the details of your client service team. Depending on the type and extent of the work you require from us, this information may be set out in an engagement letter, the record of instructions, the framework agreement or another suitable document or email. These Terms should be read in conjunction with other engagement documentation/terms which we send to you. These Terms together with such other written terms issued by us shall constitute the entire agreement and understanding between us for the matter in question. If any provision in any other written terms you receive from us conflicts with these Terms, the provision in the latest terms shall apply. Unless you advise us otherwise, we will consider your
agreement to commence work as acceptance of these Terms.

3. Our liability
You confirm that you are acting as principal and not as an agent for anyone else. No other person may use or rely on our advice or these Terms or any other engagement documentation or other terms agreed between you and us without our prior written consent. Our total liability (whether in contract, delict or otherwise, excluding claims based on the death or injury of an individual or for breach of confidentiality) arising from or in connection with the provision of services and any goods
to you, is limited to 2 (two) times the amount of fees charged in the particular instruction giving rise to such claim. We shall not be liable to you, or any third party, for any incidental, consequential, or any other indirect loss or damages, for any lost profits, revenues, or data, or for any exemplary or punitive damages.

4. Costs
We will charge you the following costs: Professional Fees We will charge you for our work in accordance with the method of charging which we have agreed with you. Our charge-out rates may be increased from time to time in which case we will inform you in advance.
Disbursements and other expenses
We may make payments on your behalf, for example to legal counsel, experts, agents or overseas lawyers. We may also incur expenses for items such as travel or accommodation. These amounts will be included in our invoices to you at cost (including VAT as applicable). If appropriate we may render “disbursements only” invoices or ask you to pay us money in advance for incurring any disbursements.

Consolidated charges
We will charge you fixed fees for providing specific services which are the consolidation of any payment we have to make to a third party plus our charge for providing the service. These charges are shown separately on our invoices to you.
Value Added Tax (“VAT”)
Hourly charge-out rates, fee estimates or quotes given by us are exclusive of VAT, unless otherwise required by law. We reserve the right to require you to make advance payments on account of our costs. Any such payments will be held for you by us in our trust account until the presentation of invoices for the relevant matter and will be offset against such invoices. It may be that a further sum on account will then be needed.

5. Billing, payment of bills, and our client account

Billing
We will usually send you invoices on a monthly basis unless we agree otherwise in writing. If we send you an invoice in electronic format we will not invoice you in hard copy.
Payment of bills
Our invoices are due on presentation. If you fail to pay within 30 (thirty) days then we will have the
right to:
(i). Suspend work or terminate our relationship with you as set out in paragraph 6 below; and
(ii). Charge interest on the outstanding invoices at the prime lending rate of our bankers plus 2% (two percent) starting presentation and compounded on a monthly basis on the last day of each month.

Where you have requested that we invoice you via a third-party e-billing provider we will engage with your preferred e-billing provider to do so. However, we do not accept any liability for any claim made in respect of the e-billing provider's negligence and/or breach of contract including (without limitation) its failure to process your data in accordance with legal requirements. You warrant that you are entitled to permit us to access and use any such e-billing service and agree to indemnify us in respect of any costs, losses or other liabilities which we may incur as a result of us engaging with your e-billing provider. In the event that our work on any matter is conducted for more than one party, all parties will be jointly and severally responsible for the payment of any and all costs and we may recover such costs from any or all parties. If a third party is to be responsible
for payment, all invoices will be addressed to you but, to the extent that we are permitted to do so, our invoices will be sent to and payable by the nominated third party. If for whatever reason such a third party fails to pay our invoices, you will be liable to do so. Please note that in certain circumstances we may be entitled to keep any money or documents or other property belonging to you until payment of all outstanding costs has been made (known as ‘exercising a lien’).

6. Our client account
Our client accounts are held with First National Bank on the basis that:
(i). The monies paid into those accounts will be invested in a trust savings account or other interest-bearing account;
(ii). The account makes reference to section 78(2A) of the Attorneys Act 53 of 1979; and
(iii). The interest on such investment will accrue for your benefit and will be paid to you after we have
deducted our professional fees and costs for administering the investment. You confirm that you are aware of the fact that while the funds are so invested with First National Bank, we will not be liable in the event that such bank is placed under curatorship, or liquidated, or for some other reason is unwilling or unable to release such funds.

7. Suspension and Termination of Your Instructions You may terminate your instructions to us in relation to any matter at any time by contacting any member of your client service team. We will only cease acting for you on reasonable grounds, for
example, if you fail to pay our invoices on time, or you instruct us to take any action which is illegal or contrary to the rules of the Law Society of South Africa. Please note that this is not an exhaustive list. We will always give you notice of our intention to suspend work. If we give you notice that we intend to suspend work this does not affect our rights to subsequently cease to act for you. Upon termination of our relationship, whether by you or by us, you will be liable to pay all costs incurred up
to and including the date of termination (whether invoiced before or after the date of termination).

8. Appointment of Third Parties
We may need to procure the services of third parties such as experts, agents and/or overseas lawyers, to act on your behalf during the course of handling an engagement for you. Where we do so we will be acting as your agent in procuring their services and the contract for their services will be with you directly unless agreed in writing to the contrary. We will not be responsible for any negligent advice or other default on their part. Your cause of action will be direct against the third party and you will have no cause of action against us. You will be responsible to them directly for payment of their fees, together with VAT as appropriate whether you receive invoices from them directly or whether their fees and costs are included as disbursements on our bill.

9. Searches
Where searches of public registers (e.g. Companies and Intellectual Property Commission, Deeds Office, the courts etc.) are undertaken as part of our work on any matter, you acknowledge that the search results will be delivered to you by us on the assumption that the information held by the relevant registry is complete, accurate and up to date at the time the search was conducted.

10. Data Protection
In connection with our engagement with you we may process; personal data” provided to us by you. Such personal data may relate to you or to others. We will do so in accordance with the Protection of Personal Information Act 4 of 2013 (“POPI”).
The personal data we may process
The personal data we may process includes personal information such as name, address, contact
details, nationality, date of birth; details of accounting and financial information; “special personal
information” (as defined in the POPI, including health information or information about religious
beliefs) where that has been provided for one or more specific purposes (for example to facilitate
access to premises).
How we will process personal data
We will process the personal data we hold:

To provide legal or related services to you and to deal with inquiries that you may make or authorise;
To contact you or appropriate persons within your organisation by post, telephone, and email about legal or related services unless you/they inform us that you/they do not want to receive such information;
For the purpose of compliance with applicable laws and regulations, or to defend ourselves in claims under such laws, or where necessary to exercise our legitimate business interests, such as the recovery of fees;
For other legal, administrative, and management purposes such as audits and research.
Who do we share personal data with
We may share personal data we hold with other advisors (some of which may be outside of South Africa in countries that do not have laws to protect the use of personal data); third-party providers (to the extent required for them to provide services to us); our insurers and their advisors; and/or third parties and their advisors in connection with any merger, acquisition or
disposal of all or part of our business. We will only disclose personal data to other people or organisations if we have obtained your consent or instructions to do so; where we are required or permitted to do so by law; or if those people or organizations are providing a service to us or you. Where we transfer personal data to service providers or advisors in other countries, we will do so on the basis that they will provide appropriate technical and organisational measures against unauthorized or unlawful processing of this personal data and its accidental loss, destruction, or damage. However, such
information may be accessible by law enforcement agencies and other authorities in those countries.
Your data protection obligations
Any personal data supplied by us to you about our employees and/or third parties may only be used for the express purposes for which that data is provided to you.

11. Copyright
We retain ownership of any and all copyright and other intellectual property rights in any documents and materials created by us for you (in whatever form), at all times. You will have the nonexclusive right to use those documents and materials for the purposes for which they have been prepared for you. In order to be able to deliver the best advice to you we maintain a
searchable internal know-how management system. You agree that we may keep hard and/or electronic copies of documents and other materials created or obtained in connection with your instructions within such system.

12. Legal professional privilege and confidentiality
We have a professional and legal obligation to keep your affairs and communications and advice given to you confidential unless you instruct us to disclose such information or we are compelled to disclose it by law. Although this is a complex area, our general advice is that you should treat communications relating to legal matters as confidential and avoid circulating them any more widely than necessary. We may however disclose confidential information to our insurers, our auditors, other professional advisers instructed by us, and to subcontractors who we outsource certain administrative functions, provided that we impose a duty of confidentiality upon them in all cases.

13. Emails
We will use ordinary e-mail to communicate with you and to send you documents. You acknowledge that communications sent by email are not secure. Please contact us if you wish to use our secure, fully encrypted extranet facilities in relation to a specific matter and we will arrange for a cost quote to be provided and for the facilities to be put in place.

14. Money laundering
We are obliged to comply with the Financial Intelligence Centre Act 38 of 2001. As part of our compliance, we carry out identity checks and other due diligence on clients and individuals instructing us within the client. We carry out such checks at the outset of a matter and throughout the course of the matter. We may not be able to begin work on a particular matter until we have completed such checks.

15. Conflicts
From time to time an actual or potential conflict may arise between your interests and our interests or the interests of another of our clients. In such cases, wherever permissible and appropriate we will seek to discuss the issue with you to determine the appropriate course of action. However, if there is a conflict of interests we may have to cease to act for you and/or the
other client involved. We will only consider you a current client for conflict purposes where we are retained on at least one current matter for you. A matter in respect of which a final bill has been submitted or a matter which has been inactive for more than 12 months is not a current matter.

16. Documents, papers, and file storage
Generally, unless you provide us with written instructions to the contrary we will retain files and papers relating to work that we carry out for you electronically or in physical storage for five years after the date of our final invoice, after which they will be destroyed. All of our internal working papers, such as notes, working drafts and internal communications and records belong to us and will be retained and/or destroyed by us in accordance with our normal procedures. If you have instructed us to retain files, title deeds, wills or similar items in safe custody we will charge you or pass on to you the costs charged to us by any external storage facilities for that storage and we will retain those documents subject to the terms provided to you from time to time. If you require us to retrieve specific documents or files then we may charge you for the time taken for such
retrieval.

17. Litigation and Arbitration
In all cases involving a dispute that may lead to court or tribunal proceedings, the need to comply with court/tribunal rules places responsibilities on clients and lawyers. Failure to comply with your responsibilities may lead to the imposition of sanctions for which we cannot accept responsibility. Such sanctions could include the striking out of your claim or defence, limitation on the presentation of evidence to the court and the restriction or removal of the ability to recover costs from the other parties if the claim is successful. In certain circumstances, our duty as Attorneys of the High Court of South Africa may take precedence to our duties to you. You will be informed if that arises.

18. Credit and consumer information
During the course of providing services to you and at the onset of your matter, it may also be necessary for us to process your personal information in terms of the National Credit Act, 34 of 2005 (“the Act”) for purposes of obtaining your consumer credit information; or the collection of fees due. By accepting these terms, you grant consent for the processing of your information as specified under Regulation 18(4) as read with section 70(2)(G) of the Act for the stated purpose.

19. Regulations
Our Attorneys, Notaries, and Conveyancers are admitted by the High Court of South Africa and regulated by The Legal Practice Council. The Legal Practice Act 28 of 2014, the Rules of the Legal Practice Council and the Code of Conduct for Legal Practitioners in South Africa can be found at https://lpc.org.za/legal-practitioners/rules-regulation/. The Legal Practice Council is a designated professional body for the purposes of regulating Legal Practitioners' conduct and complaints against them. As required by law, we are in possession of a valid fidelity fund certificate, a copy of which may be obtained upon request from our registered office.

20. Governing law
These Terms and any non-contractual obligations arising out of or in connection with them will be governed by the law of the Republic of South Africa. If any part of these Terms or any other engagement documentation is found by any court or authority of competent jurisdiction to be illegal, invalid, or unenforceable then that provision will, to the extent required, be severed and will be ineffective but without affecting any other provisions which will remain in full force and effect.

For any enquiries about our Ts and Cs, Contact Us