General Terms of Business
At your request, O&K Legal, will provide you with professional legal services, whilst working with you to help you achieve your business objectives in Bosnia and Herzegovina. When used in this document, the terms “Attorneys”, “we”, “our” or “us” shall refer to Attorneys at law Nihad Odobašić, Ferid Kapidžić and Lejla Bošnjak.
It is in interest of the Attorneys and the clients that the provisions of all legal services by the Attorneys are done so under clear terms and conditions. These general terms of our business set out the basis upon which our services are provided and apply to any future instructions you may give to the Attorneys. Your new or continuing instructions will constitute your acceptance of these terms.
In addition to these General Terms of Business, the Attorneys may decide from time to time that there is the necessity to conclude a specific agreement between us for the provision of legal services which can be made in the form of (a) an exchange of correspondence (electronic or in other form) or (b) a formal written agreement. For the purposes of this document, each of these two forms of agreement, either individually or when used in combination with one another are to be referred to as the “Engagement Agreement” or the “Agreement”. The term “Engagement Agreement” or “Agreement” shall encompass any special/supplemental agreement or document governing any aspect of the provision of our services, including those in relation to data privacy matters.
When we agree at your request, to provide the professional legal services on any matter to any individual or entity (including, where we agree, the members of your group if you are an legal entity) (“End Beneficiary”), you agree either to accept the terms of General Terms for that matter on behalf of the End Beneficiary (on the basis that you have authority to retain us on their behalf and the End Beneficiary would be bound by the terms of the Engagement Contract without signing it) or to procure that the End Beneficiary enters into the same Engagement Agreement as you have with us. Otherwise, you agree to procure that the End Beneficiary complies with the terms of the Engagement Agreement between you and us for that matter and that you will be liable to us if the End Beneficiary does not comply with them.
In case when you instruct us to issue a reliance letter to any third party, such third party shall accept same terms and conditions of our engagement as you accepted in the Engagement Agreement and/or this General Terms. No person/entity into whose possession a copy of any document of our work gets may rely on it, without our express written consent.
1. Instructions
In appointing the Attorneys to act on any matter on your behalf you authorize us to take any necessary steps to protect your interests in that matter (unless you instruct us to the contrary). The scope of work in each particular matter that you engage us in is defined in the Agreement and may be further specified in more detail in written communication between us, pursuant to the Agreement. Should you fail to provide us with a signed copy of such a formal agreement as requested, you will be deemed to have accepted these General Terms by instructing us by way of email or any other standard form of correspondence.
Under no circumstances can we be held responsible for any failure on your part or on the part of your authorized representatives to advise or comment on any matter which falls outside the scope of your instructions.
We will not be responsible for advising you on non-legal matters (including, without limitation, business, commercial, financial, technical, accounting, insurance, tax, actuarial, broking, environmental or information technology matters) and you will be responsible for deciding whether documents or advice prepared or reviewed by us meet your commercial objectives. We will not be responsible for the accuracy of any computer model`s algorithms or any formulae in the documentation.
Unless we have expressly agreed to the contrary, we will not be responsible for updating our advice, even if the relevant changes to the applicable legislation thereby affecting our conclusions and even if you remain a current client in relation to any or all matters.
If you instruct other legal or non-legal advisers on any matter on which you also instruct us, we shall not be responsible to you and shall have no liability for any damages, losses, costs or expenses arising from:
- the work undertaken by such third-party advisers (“Third Party Work”), whether or not we incorporate such Third Party Work into our work product or comment on such Third Party Work;
- such other advisers’ non-compliance with legal and/or regulatory requirements to which they are subject;
- the information provided by these other advisers, or
- the information technology or other systems of those other advisers.
We shall in no event be responsible for the fees and disbursements of those other advisers.
2. Charges
Unless agreed to the contrary our fees are based on the amount of time spent on your matter multiplied by the standard hourly rate attributable to those fee earners involved. The time spent on your affairs will include meeting with you and any time spent travelling; considering, researching, preparing and working on documents; correspondence; and the making and receiving of telephone calls. Unless otherwise specifically agreed in writing, hourly rates are calculated in Euros. Normally, details of the hourly rates and the personnel likely to be working on your matter will be set out in our Engagement Agreement or in e-mail correspondence or any other written correspondence between us. If your instructions mean that we have to work outside of office hours (i.e. in cases where working at night and at weekends is not mandated by objective circumstances) we reserve the right to increase the level of the hourly rates. The hourly rates are regularly reviewed generally once a year and are therefore subject to change. We will notify you about adjusted rates applicable to the engagement at least 30 days before they take effect. When a capped fee is agreed in advance, we will not charge any additional fee unless the work carried out is of a different nature or to the extent that it is different from that which we originally understood to be required on the basis of your instructions. Any fee estimate (as opposed to an agreed fixed fee) is given only as a guide to assist you with your calculations.
In certain situations and cases, we will request the payment of fees and expenses in advance. This will particularly be the case where we need to incur substantial expenses on your behalf. If, upon receipt of your instructions, we request the payment of fees, this is a condition of our acting for you. Failure to make such a payment will entitle us to refuse to proceed with, suspend or terminate our work with you.
Where our fees are based on hourly rates, we will keep you regularly informed of the level of fees incurred and we will advise you of any changes in circumstances that may have a bearing on any previous information provided to you regarding the calculation of fees. If your instruction is likely to last for a considerable period, we will normally send you regular invoices on a monthly basis. If, for any reason, we cease to represent you, we will charge you for all work done up to that date. Where we have given you a fixed price quotation and the matter does not proceed to completion, we will, unless otherwise agreed, charge you for the work done (which may be assessed on the basis of chargeable time recorded or proportionally) and for any expenses incurred on your behalf up to the date that our work has finished.
3. Disbursements
By instructing us to act on your behalf, you are also authorizing us to incur such expenses and disbursements as we consider necessary in order to carry out the work. We will require the expenses and disbursements that we incur on your behalf to be reimbursed to us as and when they are incurred and, in appropriate circumstances, we may ask you to pay for such expenses and disbursements in advance. Amongst other things, expenses may include court fees; administrative fees; the fees of experts engaged by us with your permission; translation fees; search and registration fees; and courier service expenses.
This list of fees is non exhaustive. We will also charge expenses for travel and accommodation incurred whilst travelling away from the office for matters directly related to your work. We charge for all expenses on a real cost basis.
4. Invoices
Invoices or pro-forma invoices will be submitted to you at intervals as agreed between us. The invoices will provide you with a specification of the work done, including specific dates, the names of the Attorneys who provided the services, and a description of the work done. Invoices will be nominated in Euros, unless mandatory local foreign exchange regulations impose the nomination of invoices in local currency (BAM). If invoices are nominated in a local currency, we will calculate the amount to be invoiced by applying the sale exchange rate of the relevant regulator between the local currency and the Euro that is applicable on the invoice issuing date.
5. Payment
Payment of our invoices is due within 15 calendar days of the invoice issuing date unless local mandatory regulations provide otherwise. Invoices are payable in the currency in which they are nominated (but we may decide to accept another currency for the payment of services). If invoices are not paid within due date, we reserve the right to charge interest from that date at the statutory default interest rate.
Moreover, in addition to the statutory default interest rate, if the accounts are nominated in local currency, which may be mandatory under local foreign exchange control rules, if the accounts are overdue and if there is a decline of the local currency exchange rate against the Euro from the date on the invoice to the date of payment of more than 5%, to the extent allowed under applicable regulations we shall have the right to calculate and to subsequently charge you the difference caused by the fluctuation in the exchange rate.
If payments are overdue, we also reserve the right to suspend or terminate work and, to the extent allowed under applicable regulations, to retain the documents which belong to you or which have been supplied to us for the purpose of carrying out your instructions. To the extent permitted under applicable regulations, this will be the case whether they relate to the matter to which the invoice relates or to any other instructions on other matters given to us by you until all outstanding sums to us are paid.
6. Value Added Tax (VAT) and Gross-Up Clauses
All estimates or quotations given by us and all fees and expenses charged by us are exclusive of VAT (at the rate applicable from time to time) which will be charged where VAT is applicable to our fees and on any expenses that are subject to VAT.
All payments to be made by you under the Engagement Agreement shall be made without any deduction or withholding. If you are required by law or otherwise to make any deduction or withholding from any sum payable to us, then you shall pay such additional amounts so as to ensure that we receive a net sum equal to the sum we would have received had no such deduction or withholding been made.
7. VAT in Case of Change of Invoicing Entity
If for any reason subsequent to our issuing of an invoice you request us to re-issue the invoice to another entity we may decline to do so. If your request is accepted, you agree to provide us, in parallel with our reissuance of the invoice, with all documents and information that we may request in order to enable us to reclaim the VAT calculated on the original invoice, if VAT was calculated. For the avoidance of doubt, you remain liable for the payment of our invoices even if your reissuance request is accepted until all sums outstanding to us are paid.
8. Disputes
Regardless of the outcome of any litigation you will always be responsible for paying our invoices, which may include Attorneys and other costs assessed by the court or other relevant body. Where a case has been concluded, the court assesses payment of the successful party’s costs of the proceedings in such a way that generally results in the unsuccessful party having to pay either all or a portion of these costs. If the other party is benefiting from legal aid, you may not recover any of your charges and expenses, even if you win the case. Even if you are not reimbursed the full amount of the costs of the litigation, or any of the costs of the litigation from the unsuccessful party, or if, for whatever reason, that party does not comply with an order to reimburse you, you will nevertheless have to pay the full amount of our charges and expenses in accordance with our Engagement Agreement and/or these General Terms.
During the course of dispute, at your request, we will provide the best indication that we can as to the proportion of your costs that you are likely to recover from the other party in the event that you are successful. This is, however, a matter which is up to the discretion of the court conducting the litigation and, if you have pursued issues which have not succeeded (even though you are successful overall) or if the court believes that you have acted unreasonably, the court has the power to reduce significantly the proportion of your costs that are to be paid by the unsuccessful party. If you are unsuccessful, the court may order you to pay the successful party’s legal charges and expenses. These costs would be payable in addition to our charges and expenses (in accordance with our Engagement Agreement and/or these General Terms).
If you are successful and our invoiced charges and expenses are lower than the charges and expenses awarded to you, you accept to reimburse us for the difference. We are willing to discuss with you the availability of conditional fee agreement options based on the successful outcome of litigation. In addition, we are willing to discuss the availability of insurance to cover our charges and expenses should you wish to do so.
9. Termination of the Provision of Services
We expect to act on a matter until it is completed. We are entitled to terminate our services where we have good reason to do so and upon the giving of notice of 30 days (or any longer period if provided by mandatory regulations applicable to the relevant attorney at law). We would not, however, normally terminate services unless we felt that it would not be in your interest for us to continue to act; or you give us instructions that were not clear or do not give us time to carry them out; or if a conflict of interest arose; or if you did not comply with all applicable laws and regulations; or if you fail to pay your invoices as they fall due; or if you fail to meet our request for payments on account of fees or expenses. If either party decides that the Attorneys will cease to act, you will pay our charges on an hourly basis along with any expenses incurred on your behalf up to the date of termination. To the extent permitted under applicable regulations, we will retain documents belonging to you or supplied to us for the purpose of carrying out your instructions on any matter until such time as (i) we have been paid all outstanding fees which have been invoiced to you, or (ii) suitable alternative security has been provided, or (iii) we are advised by the court to release your files to you.
10. Confidentiality and Conflict of Interests
All information regarding your business and affairs will be regarded as and kept confidential at all times unless you instruct us to disclose information or in the event that we are compelled to disclose it under the applicable laws (for example where fraud, money laundering or another crime is or may be suspected).
In accepting these General Terms, you hereby give your consent to our using of your name as a client of the Attorneys for the provision of information about our professional references. In no instance would this involve the disclosure of any confidential information to any third party.
Conflict between your interests and the interests of other clients of the Attorneys may arise during the course of a matter. In order to protect your interests, or the interests of another client, we may have to cease acting for you. In such an event, we will use our reasonable endeavors to find, or to assist you in finding, another law firm of comparable standing to represent you.
Unless the regulations applicable to the relevant attorney at law mandatory provide otherwise, Attorneys would be entitled to continue to represent or undertake to represent existing or new clients even if those clients’ interests are competitive or adverse to your interests, regardless of their magnitude and importance but subject to (i) Attorneys s’ prior notification to you prior to litigation adverse to you (and you having then a right to terminate our engagement) and (ii) in all cases, Attorneys setting up appropriate ethical screens preventing the conflict of interests occurrences and/or confidentiality duty breaches.
Under applicable rules of professional responsibility, Attorneys are obliged to avoid revealing information acquired as a consequence of the representation of any client. Therefore, if we are in possession of such information from any other client, we would not be in a position to disclose it to you even if that information is relevant to our representation of yourself. Our conduct as Attorneys would be governed by the laws and regulations applicable to attorneys s in the jurisdiction in which the particular attorney at law providing the service to you has been established or operates at the time of such conduct.
11. Storage of Documents and Information
The Attorneys ensures that all documents and information in our possession is kept in accordance with the highest professional standards applicable to secure handling and storage of information, which includes all reasonable safeguards for safekeeping of documents and information physically and electronically, whether in storage systems owned and operated by us, or systems owned and operated by fully compliant cloud computing service providers.
Once our fees have been settled, we will, if requested, hand over and return to you all original documents acquired by or delivered to us for the purpose of handling your work. The Attorneys’ working papers, all correspondence between you and the Attorneys (including the copies of all documents provided to us or obtained by us in the course of our assignment) and any other documents prepared by us will remain the Attorneys s’ property and the Attorneys shall be entitled to keep it for as long as required by law or other legitimate interests of the Attorneys , including using it for the purposes of internal knowledge sharing and quality control back audits.
After the cessation of work on a matter, the paper documents that remain in our possession (whether o riginals or copies) as well as physical storage media containing documents will be stored, internally or by an independent documents and records storage service provider. We keep the documentation on the understanding that we have your authority, but we shall not be obliged, to destroy the documents 5 years after the creation or the acquisition of such documents, unless the mandatory regulation provide for longer period for keeping of the documents, or specific type of documents, and provided that the Attorneys -client arrangement cannot override that regulation.
If your instructions require a review of any documents that have been placed in storage, we reserve the right to charge for (a) any time spent reviewing the stored documents, and (b) any time spent preparing a written review of the said documents, regardless of whether or not the said documents are required by you or by another party upon your request and with your written consent. In addition, we reserve the right to charge for the costs of obtaining any such documents from independent document storage professionals that we have elected to store the documents with.
12. Prevention of Money Laundering
Both you and the Attorneys are required to comply with any applicable legislation intended to prevent money laundering and terrorist financing. This legislation imposes additional obligations on us which may restrict or affect our ability to act for you or to continue acting for you if we suspect that money laundering or terrorist financing may have been committed or may be in the process of being committed by any party to the work. The effect of these provisions is wide and applies to the proceeds of crime, regardless of how small the monetary amounts involved are. The applicable regulations may require us to maintain records relating to our clients and transactions they undertake. Additionally, we will transfer the information pertaining to you or the contemplated / carried out transaction to the relevant authorities in charge of the prevention of money laundering and terrorist financing where we are required to do so in order for us to be in full compliance with our legal obligations. In order to comply with local anti-money laundering and counter-terrorist laws and regulations we may ask you to provide us with information relating to the status of you and your affiliates. Your delay or refusal to provide this information may cause our suspension or termination of work.
We are obliged to report to the relevant authorities in charge of the prevention of money laundering any request for legal advice in connection with money laundering or financing of terrorism.
In case you entrust us with your money, securities or other assets, we may be obliged to show our records on such assets to the relevant authorities in charge of the anti-money laundering.
13. Objections to Invoices
Prior to receiving an invoice from us you may receive a pro-forma invoice together with a detailed statement of the work done. You will have 3 business days from the invoice, or in case the pro-forma invoice is issued from pro-forma invoice, issuing date to inform us in writing of your comments or objections to the invoice received. Your comments or objections should be sent to the primary contact Partner responsible for our relationship with you. After the expiration the respective period, it shall be considered that you have accepted to pay the full amount (in case of a pro-forma invoice, after the expiration of 3 working days we may decide to issue an invoice replacing the pro-forma invoice, and such an invoice will be deemed to have been accepted for payment by you, in the full amount at the moment of its issuance).
14. Copyright and Other Intellectual Property
We retain the copyright and all other rights in all the documents provided to you. You are granted a nonexclusive license to use such documents for the purpose for which they are provided but not for any other purpose without first obtaining our consent.
15. Limited Liability
Unless agreed to the contrary, and where any such agreement must be first obtained in writing from the Attorneys , we limit our monetary liability to you in respect of any claims for relevant negligence, breach of fiduciary duty or breach of contract (including any special/supplemental contract governing any aspect of the provision of our services, such as in relation to data privacy matters) to the lesser of the following: (i) the amount of 150,000 EUR (one hundred thousand EUR), or (ii) an amount equivalent to the multiple of two times our total fees charged to you for our work done on the matter from which your claim originates. For the purposes of clarity, the aforementioned limit refers to the total liability of the Attorneys aggregately in respect to any claims for relevant negligence, breach of fiduciary duty or breach of contract. This sum includes any damages, costs and interest that may be awarded against us.
The procedure for the determination of our responsibility can be instituted within a maximum of 3 years following the date of the performance of the actions that you allege give rise to the purported liability, and after the expiration of the said deadline, any responsibility that we may have had ceases. We shall not be liable to pay you any amount that has been caused due to the fault of third party. We believe the limitations on our liability as set out in this Section are reasonable. We are, however, happy to discuss this limit with you if you consider it insufficient for your purposes and we are open to the possibility of investigating options for the provision of additional cover. The limits on our liability as described in this Section 15 shall apply to work done under these General Terms and any future work unless we specifically agree different terms with you in writing.
16. Data Privacy
We mostly act as a data controller since we independently decide how to process personal data for the client’s benefit or for legal representation. In the capacity of a data controller, we are fully compliant with all data controller’ obligations under the applicable data privacy laws.
Where we act as your data processor, we will act only on your instructions in relation to any personal data that we process on your behalf. We will take appropriate, reasonable technical and organizational measures against unauthorized or unlawful processing of such data and against its accidental loss, destruction or damage.
We may use any personal data you submit to us to provide you with information about us and our services, including legal updates.
17. Regulations
As of the date of these General Terms, the operations of the Attorneys are regulated by the relevant regulations and the relevant local bar associations.
18. Communication via the Internet
Unless instructed otherwise in writing, we may correspond with you and third parties by internet e-mail or other electronic means, and store information in electronic form.
We will use an industry standard firewall containing virus protection if applicable and take other reasonable precautions to prevent unauthorized access by third parties outside the Attorneys to your electronic information. We cannot, however, guarantee that information will be free from unauthorized access by third parties or that transmissions will be delivered or received in a timely manner or at all, reliably, securely, error free, virus free or free from interception. You accept these risks and hazards and agree that we will have no liability for any loss or damage caused by the use of electronic communications and information storage. This Section is without prejudice, and in addition to the limitation of our liability set out in Section 15.
19. Relationship Management
In the course of our relationship with you, including following the completion of a matter for you, we may contact you to provide you with materials and information that we believe may be of interest to you, including know-how and information relating to legal developments, market or business sector-specific information, and invitations to events. If, however, you would prefer not to be contacted, you can at any time notify us by sending email to primary contact Partner.
20. Waiver
Our failure to enforce any one or more of the rights contained in the General Terms at any time or for any period can under no circumstances be interpreted as a waiver of such a right or rights.
21. Exclusive Benefit
For the avoidance of doubt, by accepting the General Terms you agree that nothing in these General Terms, or any other related agreement are intended or can be construed to be enforceable by any third party that is not a party to such agreements and terms.
You agree not to make our work available to third parties without first obtaining our prior written permission. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
22. Invalidity
The invalidity or unenforceability of any of the provisions of these General Terms shall not affect the remaining provisions which shall continue to bind all parties thereto.
23. Entire Agreement
These General Terms, the Engagement Agreement and any other correspondence between the parties set out all the terms agreed between us in relation to the work that we are to undertake for you. In the event of any conflict between these General Terms and the Engagement Agreement, the Engagement Agreement shall prevail, except in relation to Sections 1, 11, 12, 15, 16, 18 which can be cancelled or modified by the Agreement only if statement to that effect is explicitly, by reference to the relevant clause of this document and its number, provided for in the Agreement.
24. Interpretation
The capitalized terms used throughout these General Terms shall have the meaning assigned to them in these General Terms.
In these General Terms:
- where the words “include(s)”, “including” or “in particular” are used, they are deemed to have the words “without limitation” following them;
- unless the context otherwise requires and to the extent allowed under the law, writing or written includes any mode of representing or reproducing words in visible form that is capable of reproduction in hard copy form, including words transmitted by email but excluding any other form of electronic or digital communication;
- “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them.
25. Governing Law and Jurisdiction
These General Terms shall be construed in accordance with the regulations of Bosnia and Herzegovina, without regard to the conflict of laws provisions thereof.
Any dispute which arises between the parties shall be resolved by the court competent in the jurisdiction of the registered seat of the Attorneys. Notwithstanding this, you irrevocably consent that the Attorneys may bring a collection claim against you in any jurisdiction of its choosing.
26. Amendments
We may by giving one month’s written notice to you, modify these General Terms from time to time to reflect our current practices as well as to reflect any changes to any professional and other regulatory requirements that we are obliged to meet.