General Terms of Business
1. Petros Kiteos LLC
The terms “we” or “us” or “our” or “the Firm” refer to Petros Kiteos LLC, a lawyers limited liability company incorporated in Cyprus with registration number HE435120 having its registered office at Agias Zonis Center, Floor 4, Office 404, Agia Zoni, Limassol 3027, Cyprus. The Firm is regulated by the Cyprus Bar Association with licence number 1001.
2. Terms of Business
This document outlines our terms and conditions which we provide our services to you as a client (the Terms of Business). The Terms of Business will be supplemented by the relevant engagement letter sent to you by the Firm, or as we may otherwise have agreed with you in writing, which will contain the scope of our work (the Engagement Document and together with the Terms of Business, the Engagement Terms). In the event of a conflict between the Engagement Document and the Terms of Business, the former will prevail.
You will be asked to duly sign and return a copy of the Engagement Document to confirm your acceptance to the Engagement Terms. In the case of you instructing us to take any action or provide any advice having received our Engagement Document but not having duly signed and return the copy, you will be deemed by instructing us to have accepted our Engagement Terms and will be bound by them.
Please proceed to read the Terms of Business, and in the event you have any queries please ensure that you raise them with the Firm.
3. Advice Provided by the Firm
As our role is to solely provide legal advice on Cypriot law, our responsibilities do not cover, and we will not provide, any advice on the commercial or financial merits of any matter, or advice on tax matters, unless we have specifically agreed to do so in writing. We do not accept responsibility for any failure to advise on matters which fall outside the scope of your instructions or our stated areas of competency.
Unless it is specifically agreed in writing, our responsibilities do not cover:
tax advice of any kind;
advising as to the commercial implications of any transaction or matter with which you are involved;
monitoring or reminding you of any notice periods; or
verifying the substance or identity of any other party to a transaction.
(a)
(b)
(c)
(d)
Our advice is delivered solely for the purposes of the instructions to which it concerns and for the benefit of the person to whom it is addressed (or a specific underlying client of a professional engaging us on their behalf) unless we specifically state otherwise.
Where we are acting for you in relation to a property transaction, it will not be our responsibility to carry out a physical inspection of the property. It is your responsibility to inform us of any discrepancies between the documents and plans relating to the transaction and the situation on the ground. We will not advise you on the valuation of the property or the suitability of the mortgage or any other financial arrangement. We will not advise generally on environmental liabilities and we will assume, unless you tell us to the contrary, that you are making your own arrangements for any appropriate environmental surveyor investigation.
4. Client Responsibilities
As our client, we rely on you to be responsible for:
providing us with accurate, clear and timely instructions;
providing us promptly with all the necessary documentation;
responding to our requests for further information promptly and as fully as possible;
inform us in us promptly in the event there are significant changes in your circumstances;
safeguarding any documents which are likely to be required for disclosure;
paying our fees and expenses in accordance with the Engagement Terms; and
providing us with all required documentation to enable us to comply with anti-money laundering regulations, directives and legislation.
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(b)
(c)
(d)
(e)
(f)
(g)
5. Fee Structure
Our charges for our services consist of our professional fees, disbursements and Value Added Tax (where applicable).
5.1 Professional Fees
Before we commence work on your matter we will discuss with you how your instructions will be funded and where appropriate how you intend to pay our fees. The basis upon which it has been agreed that we will charge you will be confirmed in writing.
There are four types of charge which may be referred to in our Engagement Terms, namely:
(a)
(b)
(c)
(d)
Fixed Fee – in certain occasions we provide fixed fee quotations for specific instructions or elements of work within a broader project or instruction. Regardless of the time it takes to perform the task, we expect to be paid the amount specified in the fixed fee quotation. We will not seek to charge extra if our fees (time spent) exceed the fixed fee quotation.
Hourly Rate Basis – when our fees are determined based on the amount of time and expertise a project requires. Our hourly rates are examined on a regular basis and are automatically updated and applied as necessary. We reserve the right to charge higher rates if the nature of the work or applicable deadlines justify this.
Fee Caps – in certain cases, we may agree to set a fee cap. In this instance, we will charge fees for time spent up to but not exceeding the fee cap amount. Fee caps will not be inferred into any estimate unless clearly stated; or
Estimates – for some projects we provide estimates to determine the cost of completing the work. Estimates are solely to reflect the potential overall cost of our services, and they are never fixed rates or caps on our fees. We will be entitled to recover the entire amount of our fees from you if the actual incurred fees that are chargeable on time exceed the estimate provided.
5.2 Delayed or Aborted Transactions
Our fees are not based on whether or not a transaction is successful or falls though or on the occurrence of certain events. We do not work on a contingency basis, thus, in such cases, we will bill for our services up to the point the transaction is delayed or aborded.
5.3 Joint Instructions
In the event of two or more entities, then they are jointly and severally accountable for the payment of our fees and disbursements for a specific project, each entity will be jointly and severally liable for the full amount of our costs and disbursements.
5.4 Disbursements
As well as our legal fees, upon our instruction you are authorizing us to incur such external expenses as we consider necessary or reasonable and agreeing to reimburse us for such expenses.
In relation to certain expenses we also seek to recover part of the fixed costs associated with that type of expense (e.g. set fee for registry searches is charged) and in the absence of agreement to the contrary we will also add a charge of 2% of our professional fees in respect of photocopying/printing costs and other general expenses not charged directly.
However, it is noted, that the Firm is not obliged to incur any fee, cost or expense on your behalf and we will have no liability to you in the event that we fail to pay for any fee, cost or expense we have agreed explicitly to pay such disbursement on your behalf and you have put us in cleared funds sufficient to cover the cost of such disbursement in full prior to it falling due.
For any substantial third-party disbursements (e.g. expert reports, external counsel’s fees or stamp duty) we reserve the right to pass such disbursements directly to you for their settlement.
5.5 Value Added Tax
All of our estimates and fee quotes are exclusive of VAT which will be charged where applicable at the appropriate rate.
5.6 Payable Fees
Our professional fees, including disbursements and VAT, as shown on our invoice are net of any bank charges and withholding taxes. In the event you are compelled to make any deductions from payments of account of such charges or taxes, you must gross up the payment so that we receive the full amount indicated on any invoice which we issue.
6. Invoicing
When it comes to non-contentious matters, we normally issue our invoice once the project is concluded. Unless otherwise agreed, we reserve the right to submit interim invoices on a regular basis, but no more than once a month. In the case of contentious projects, we normally issue monthly invoices.
Our invoices will be submitted by email only and payment of our invoices will be due within 14 days of receipt of the invoice.
If you wish a third party to be responsible for paying our invoices on your behalf, please let us know immediately of that third party’s name and contact details and provide any other information or documents required by us. In any event, you will remain primarily responsible for paying our invoices and they will still be addressed to you, but they will be marked as payable by the designated third party. In the case the third party fails to pay any of our invoices in accordance with these terms of business, we will be entitled to seek payment of our invoices directly from you.
Where you wish to dispute any part of our invoice, you must do so within 14 days of receiving the invoice. The invoice will be treated for all purposes as agreed after 14 days. Any dispute about our invoice must be submitted in writing, and the cause for your objection must be clearly stated.
In the event of any of our invoices are not being paid within the 30-day period from the date of its delivery we will be entitled to stop or suspend working in relation to any matter where the relevant client has not paid any outstanding invoice. In the case where we do stop or suspend working on any matter on the basis of outstanding invoices, we will not be liable for any loss or damage which this may cause.
In the event our invoice has not been paid in full within 45 days from the date of its issuance, interest will become payable on the invoice from the date of the issuance of the invoice at an annual rate of 8.5%. Additionally, where our invoices remain unpaid 90 days after their date of issuance, we may impose a late payment charge of EUR200 in relation to administration of the outstanding invoice. Further, where our invoice has remained unpaid for more than 120 days from the date of its issuance, you will be liable to indemnify us for any fees we may have incurred in the course of recovering the fees of our outstanding invoice.
7. Termination
You may terminate your instructions to us and we may cease to act for you at any time, in each case by written notice.
Further, we may cease to act for you in the event any of our invoices has been outstanding for more than 30 days.
The Firm will release your papers, documents and other property in relation to your matter once all fees and expenses for which you have become liable have been paid by means of cleared funds.
In the event you or we decide that we should stop acting for you, you will be liable to pay our fees and disbursements up to that point, including the fees incurred in relation to us ceasing to act and / or having to notify and liaise with other parties.
8. Communication and Cyber Security
We will communicate orally or in writing with any person who is, or appears to be, from the office or institution by which we were initially contacted, and take instructions from any such person, unless you specifically request otherwise. Such requests will only apply in respect of the matter in which they were made.
In order to take and act on your instructions, we use a variety of electronic communication methods. Unless you tell us differently, we will assume that email correspondence is acceptable to you. We emphasise that electronic communication has the risk of non-receipt, delayed receipt, inadvertent misdirection, and third-party interception.
To ensure our effective communication and minimise potential risks in our e-mail communication, we are constantly reviewing and upgrading our e-mail technology. Nevertheless, e-mail and other electronic forms of communication carry some inherent risks and we cannot be held responsible for damage or loss caused by non-receipt, delayed receipt, inadvertent misdirection, interception by third party viruses nor for communication which are corrupted or altered after dispatch. Additionally, we do not accept any liability for problems or accidental errors relating to this means of communication and in particular in relation to commercially sensitive material. Notwithstanding these potential issues, the majority of e-mail communication is secure and prompt.
While we make every reasonable effort to protect personal data, we cannot be held liable for any unauthorised access or loss of private information that occurs due to circumstances beyond our control. We accept no liability for any loss or damage that may arise as a result of any virus or security breach if you choose to communicate with us using any messaging application or software, such as WhatsApp, Signal, Telegram or any other kind of messaging system or service.
Where we provide legal advice to you on your rights and obligations, lawyer-client privilege is likely to attach to our communications pertaining to such advice. If we represent you in pending or ongoing legal proceedings, our communications about those proceedings are likely to be protected by lawyer-client privilege.
To review your rights and choices in relation to the personal data we hold and process please refer to our Privacy Policy of our website (www.kiteos.cy).
9. Due Diligence Requirements
When receiving instructions in a number of areas of our practice, we are compelled by law to identify our clients for anti-money laundering and counter-terrorist financing compliance purposes (AML).
In the event you are a law firm or other professional intermediary, we kindly refer you to also see clause 13 of the Terms of Business in relation to your underlying clients.
We reserve the right to terminate our relationship at any time, regardless of the scope of any regulatory requirements, and without limiting our rights under clause 7 of the Terms of Business, if we have concerns about the nature of the transaction on which we are advising or the parties involved in it, or if any request for additional information is not promptly fulfilled (whether we have an obligation or right to request such information or not).
10. Limitation of Liability
10.1 Insurance
10.2 Liability to persons who are not the client of the Firm
Subject to clause 10.8 of Terms of Business, we will have no liability to any parties except you and any third parties to whom our advice is expressly addressed.
10.3 Proportionate Liability
Subject to clause 10.8 of Terms of Business, if we are jointly, or jointly and severally, liable to you with any other party we will only be liable to pay you the proportion of your losses which is found to be fair and reasonable due to our fault. We will not be liable to pay you the proportion which is fairly and reasonably due to the fault of another party.
10.4 Liability Exclusion
The Firm, subject to clause 10.8 of Terms of Business, does not accept liability for the below matters and you agree not to raise such claims against the Firm.
(a)
(b)
(c)
(d)
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For the acts or defaults of any third parties, including agents or sub-contractors, and will only accept liability for direct loss suffered by the person instructing the Firm or a disclosed underlying client alone, and only to the extent that such loss was reasonably foreseeable as arising from our act or default.
For any damages, including punitive, exemplary, or multiplicative damages, or similar claims, in excess of the actual amount of your loss.
For any consequential loss for loss of profit however arising, whether or not such loss was foreseeable and whether it was suffered by the person by whom we are instructed or any third party.
In the event you act on advice given by the Firm on an earlier occasion without first confirming with us that the advice remains valid in the light of any changes in the law or your circumstances and will accept no liability for losses arising from changes in the law or in the interpretation of the law which are first published after the date on which our advice is given.
For any losses where those losses are due to inaccurate, incomplete or misleading information provided to us.
For any inability on our part to perform our services for any cause beyond our reasonable control, including, but not limited to, adverse weather conditions, epidemics and pandemics.
10.5 Effect of limitation or exclusion of liability agreed by the client with another party
The Firm could be affected by any limitation or exclusion of liability which you agree with another of your advisers or any other third party in connection with a matter on which the Firm is acting for you. This is because such limitation or exclusion of liability might also operate to limit the amount which we could recover from that other party, (for example by way of contribution) or restrict the amount of damages that you might recover from them directly. Subject to clause 10.8 of Terms of Business, you agree that we will not be liable to you for any increased amount thereby payable by us, or for an amount which we would have been entitled to recover from another of your advisers or other third party by way of indemnity, contribution or otherwise, but are unable to recover because of that limitation or exclusion of liability which you have agreed with that adviser or third party.
10.6 Claim against another person who is or may be liable
Subject to clause 10.8 of Terms of Business, if there is another adviser or person who is liable (or potentially liable) to you in respect of the same loss as you claim from us then you will at our request join that person in any proceedings brough against us as soon as reasonable practicable following our request. This is subject to any legal prohibition against you joining them in that way.
10.7 Complying with our obligations under statutory obligations and the money laundering legislation
Subject to clause 10.8 of Terms of Business, we will not be liable for any loss arising from or connected with our compliance with any statutory obligation which we may have, or reasonable belief we may have, to report matters to the relevant authorities under the provisions of the money laundering legislation.
10.8 Qualification to limitation of liability
Nothing in these terms excludes or restricts liability for:
(a)
(b)
death or personal injury caused by breach of duty;
losses caused by the fraud, dishonesty, wilful default or reckless disregard of professional obligations committed by any partner or member of staff within the course of practice or from liabilities which cannot be limited or excluded by law or by rules of professional conduct in force from time to time.
10.9 Reasonableness of limit
We believe the limitations on our liability we have set out are reasonable having regard to the availability and cost of professional indemnity insurance and possible changes in its availability and cost in the future but should you consider them inappropriate we invite you to discuss the limits with us and we will then investigate the options for you, including the option of providing further cover at additional cost.
10.10 Claims against individual partners and employees of the Firm
Subject to clause 10.8 of Terms of Business, no partner or member of staff of the Firm acting on behalf of the Firm, will have any personal liability for work undertaken for you. You agree not to bring any claim personally against any individual partner or member of staff in respect of any loss which you suffer or incur, directly or indirectly, in connection with our services. This does not limit or exclude any liability of the Firm for the acts or omissions of any of its employees acting under the supervision of the Firm or within the scope of their employment with the firm.
11. Jurisdiction and Dispute Resolution
The Engagement Terms are governed by Cypriot Law.
Subject to any express provisions set out in any Engagement Document between you and the Firm, the following provisions will apply:
(a)
Any disagreement or dispute between you and the Firm will be resolved exclusively by arbitration.
(i)
(ii)
(iii)
(iv)
These provisions will apply to any dispute or difference arising out of, under or in connection with our engagement (whether in contract, tort, restitution, bailment, breach of statutory rights, in equity or otherwise), including any dispute as to the existence of, validity or applicability of any provision of any agreement between us (including these provision) or the consequences of any termination, invalidity or nullity of such agreement or any provision of it (a Dispute).
Any Dispute between the parties which cannot be resolved amicably will be referred to a sole arbitrator (the Arbitrator) and resolved by arbitration.
Either party may serve a written notice on the other party that a Dispute must be resolved by arbitration. The parties will then seek to agree the identity of and jointly appoint the Arbitrator. If the parties are unable to agree upon the identity of an arbitrator within 21 days, the Arbitrator will by appointed by the Cyprus Center for Alternative Dispute Resolution (A.D.R. Cyprus Center Ltd) under the Cyprus Center for Alternative Dispute Resolution Rules (the Rules). No person may act as Arbitrator where they have a conflict of interest in relation to the Dispute.
The following provision will apply to the conduct of the arbitration:
a.
b.
c.
d.
The arbitration will be held in the Republic of Cyprus and will be conducted in the Greek or English language.
The arbitration will be conducted in accordance with the Rules, the provisions of which will be deemed to be incorporated into these provisions, save that where there is a conflict these express provisions will prevail.
If any party fails to comply with any procedural order made by the Arbitrator, the Arbitrator will have power to proceed in the absence of that party and deliver the award.
The arbitration will be conducted in private and all documents relating to the conduct of the arbitration will be treated as confidential between the parties.
(v)
The exclusive seat of the arbitration will be the Republic of Cyprus irrespective of where the Arbitrator signs the award, and the arbitration will be conducted under Cypriot Law. will by Cypriot law.
(b)
Nothing in paragraph (a) above will limit the Firm’s ability to claim or take any proceedings against you in any jurisdiction for unpaid fees or disbursements. In the event that the Firm commences proceedings for unpaid fees or disbursements you will not be entitled to a stay of such proceedings in favour of arbitration under paragraph (a) above.
12. Confidentiality
Unless you advise us otherwise, all information that you provide to us will be treated as confidential with the exception of information already available in the public domain. In any event, much of the information you provide to us will also be covered by the legal professional privilege.
We commit to take reasonable steps to maintain satisfactory safeguard to protect the confidentiality of any information provided to us. We do not take any liability for any loss of confidential information caused by a third party which the Firm could not have prevented by taking reasonable steps to protect such confidential information.
Under the domestic and European Union legal framework we may, in certain cases, be permitted or compelled to disclose information, including confidential information, to regulatory or law enforcement authorities. In these cases, we will not be liable for any disclosure which we reasonable believe to be in compliance with our legal obligations.
Where a project is concluded, we will retain relevant documents for at least the minimum periods required by the domestic and European Union legal framework. After such periods have lapsed, we may dispose the relevant document without reference to you.
You agree to waive confidentiality in respect of your name, address and details of unpaid invoices in so far as such a waiver of confidentiality is necessary to enable the Firm to charge its book debts or enter into any factoring agreements or instruct other law firms to collect any debt.
13. Law firms and other Professional Intermediaries
This paragraph applies in the event that you, our client, are a law firm or other professional intermediary.
Underlying clients
We expect to be informed of the identity of your underlying client or clients at the outset and to be given telephone and email contact details regardless of who undertakes responsibility for our fees. We will assume that you will pass on our advice in a timely and accurate manner but reserve the right to communicate directly with the person you have identified as the underlying client at any stage.
If you carry out business in a recognised or equivalent foreign jurisdiction for compliance with AML (as defined in clause 9 above) legislation and you are subject to equivalent application of the FATF Recommendations with respect to AML then for due diligence purposes we may be able to rely on client due diligence carried out by you on the underlying client. In such cases if you consent to such reliance then you must hold the relevant records for a minimum period of five years after the completion of the matter and allow us to inspect those records upon request or if required by the laws Republic of Cyprus, provide us with copies of the AML documents collected by you from your client.
Fees
In the event your firm does not accept responsibility for our fees we expect to be told either in your initial instructions to us or immediately on receipt of any estimate or communication from us in relation to fees. All fee quotes are given on the basis that the person requesting them is paying and are subject to change if this is not the case.
Where your firm does not accept responsibility for our fees we expect you to use all reasonable commercial endeavours to assist us in obtaining payment of our fees from the party responsible.
Conflicts of Interest
Our position is set out in clause 14 of this document but if we are instructed by your firm in relation to an entity and have previously been instructed by your firm in relation to that entity we will assume that no conflict of interest issues arise unless you explicitly tell us otherwise.
14. Conflicts of Interest
Due to the nature of our business unavoidably conflicts of interest or potential conflicts of interest often arise. For this reason, we set the below policies in place as it is not always possible to avoid all potential conflicts of interest, therefore we seek to manage these potential conflicts of interest. In addition to our policies, to minimise the possibility of a conflict arising, you must notify us as soon as you become aware of any potential conflict of interest, or where a situation is likely to give rise to a conflict of interest.
Meaning of Conflict of Interest and Potential Conflict of Interest:
(a)
(b)
(c)
(d)
(e)
No Exclusivity – Under our standard terms of business, none of our client have agreed to use the Firm exclusively and we do not have this expectation from you. This means that we would not consider a conflict of interest to arise merely by virtue of providing advice to a competitor. Correspondingly, our Firm acting for you in relation to one project does not translate that we will decline to act for another client against you in relation to un unrelated project in the future.
Confidential Information - In the course of providing advice on a project, we are likely to receive confidential information. Therefore, there is a possibility that that we have obtained such information in relation to an entity incorporated in or operating from Cyprus in respect of which you instruct us. For this purpose, it is a term of our relationship that you agree that we will not be under any obligation to communicate that information to you where it has been obtained in confidence from another source.
Previous Advice – The mere fact that we have previously advised a third party in relation to a relevant entity, is not usually considered to give rise to a conflict of interest. Acting for you does not preclude us from acting for another client in any matters that are not substantially related to our work for you. In other projects, unrelated to your instructions, we may represent the client’s interests even if they are directly adverse to you or your affiliates. In such cases, we may ask that you permit us to disclose the fact of accepting your instructions to our previous client.
Nature of Our Role – Despite potentially differing commercial interests, we may be asked to advise in situations where what each client requires from us is similar (e.g. ensuring and confirming that the transaction documents are valid and binding as the law on which we are qualified to advise). Nevertheless, we would seek client consent to such a role except in situations where a lawyer in another jurisdiction instructs us on behalf of multiple parties.
Searches and Registration – We do not consider a conflict of interest to arise where we are instructed to obtain publicly available information, to request information from a registered office or service provider, to register documents, to create and file registers, or to effect service of documents. In such cases, will undertake such instructions without carrying out any conflict check procedures.
Conflict Checks Procedures
As soon as you have provided to us information regarding the entities and / or assets in the Republic of Cyprus to which your instructions relate, we will carry out an internal database search to see whether we have previously advised in relation to that entity and / or asset. We may use an alternative method for conflict identification if we are specifically requested to do so.
It is noted that there are some limitations in using this method for conflict identification. As we are only able to search the names of the entities incorporated or based in the Republic of Cyprus, in the event we do not have the details and names of the relevant parties from the outset of our instructions, a potential conflict may arise after we have already commenced work. Further, entities in the course of ongoing projects, among other things, they may change their name, details of directors and / or shareholders and often this information is made available to us at a later stage of the project and we only renew our conflict checks if we are requested to do so.
In the event, for whatever reason and whatever stage of the project, we have determined that we are unable to complete the instructions you have provided to us, you agree to pay for the work done, costs and expenses incurred up until the point that caused us to be unable to continue with your instructions.
Conflict Management
In case where a conflict of interest is identified, the first course of action will be for our firm to contact you and let you know about the potential conflict of interest and request for your permission to disclose the relevant information to the client or law firm which we have previously acted. Once we receive your approval, we will contact our previous client and disclose to them such details about the proposed project as we are authorised to disclose and subsequently seek their permission to disclose to you information of the previous project and client. Once these steps have been completed, we will be able to present to you the nature of our involvement in the previous project so you can take an informed decision whether it is in your best interest that we act on your behalf.
In the event that we do not receive your approval for the above, it is unlikely that our previous client will consent to disclose any information relevant to their project.
Conflicts Arising After Instructions
Where a conflict of interest arises during the course of our engagement between two or more clients, we reserve the right to stop acting for any or all the involved parties irrespective of the order in which we have been engaged.
Notwithstanding any circumstances, we will not act for any client that is adverse to you in a specific project where we have received confidential information from you which is material to that project, unless you provide us with your express written permission. However, where we have not received from you such material confidential information relevant to the specific project, we may act for other client even in the event it is potentially or actually adverse to you or any of your affiliates. In such event, we would not be required to obtain your permission to act for such clients.
15. Storage of Files and Retention of Data
We will retain documents and data arising from our work for you in storage for a minimum of 5 years from the date on which our engagement is concluded. At the end of that 5 year period those documents and data may be destroyed by us without reference to you. You should therefore make special arrangements with us for any documents or data that you would like us to retain for a longer period of time.
You may instruct us to retain documents or data for periods longer than those specified above at any time.
16. Data Protection
We may obtain, use, process and disclose personal data about you to carry out our instructions and for other related purposes including updating and enhancing our client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, and in any case as further set out and explained in our Privacy Policy of our website (www.kiteos.cy).
We will comply with all relevant law and in particular, where applicable, with the provisions of the EU General Data Protection Regulation (Regulation 2016/679). Please refer to the provisions of our Privacy Policy for further information on how we collect personal data, how we use it, what rights and choices you have in relation to the personal data we hold and process and how you may contact us.
17. Use of our Advice
You agree not to make our work available to third parties without our prior written permission.
In the event our work is to be communicated to other parties we ask to be informed at the earliest possible opportunity.
18. Intellectual Property Rights
Our Firm will retain all copyrights in any document prepared by the Firm during the course of our instructions unless specifically agreed otherwise.
19. Variation and Inconsistency
Any variation of these terms of business contained in this document or the terms of any Engagement Document must be in writing.
Where there is any inconsistency between these terms of business contained in this document and the terms of the Engagement Document the terms of the latter will prevail.
20. General Terms
These terms of business will govern the terms of our relationship from the time you provide us with formal instructions regarding the commencement of any project. The obligations created under these terms of business and Engagement Document will continue after the completion of the project or the termination of our relationship.
These terms of business are our Firm’s standard terms of engagement, and as such they may be amended from time to time by our Firm. We may agree in writing in any signed Engagement Document to vary these terms of business for a specific project.
Any rights which you may have against our Firm may not be assigned to other person without our prior written consent.
In the event where our firm merges or amalgamates with another firm any engagement and / or agreement we have in place will not terminate and the successor firm will continue the engagement and / or agreement.
If any part of any individual provision of these terms of business or the terms contained in our Engagement Document are found to be illegal, invalid or unenforceable for any reason, the remaining provisions will not be affected and will remain valid and enforceable.