D&P General Terms of Business
D&P General Terms of Business
This General Terms of Business (hereinafter: the “General Terms”) represent general conditions subject to which (i) joint law firm Doklestic & Partners with registered seat at address Bulevar Oslobodjenja no. 203, 11000 Belgrade, Republic of Serbia (hereinafter: “ZAK” or “We”) and (ii) lawyers and attorneys at law engaged by ZAK including attorneys at law founders of ZAK (hereinafter: the “Lawyers”), provide legal services to natural persons and legal entities who engage ZAK and/or the Lawyers for provision of legal services (hereinafter: the “Client” or “You”).
ZAK and the Lawyers shall be hereinafter jointly referred to as “D&P”.
D&P provides legal services in accordance with laws of Republic of Serbia according to the Law on Advocacy of Republic of Serbia, and in cooperation with local qualified lawyers from the relevant jurisdictions, D&P is capable to provide the Legal Services also in accordance with laws of (i) Bosnia and Herzegovina, (ii) Montenegro, and (iii) Republic of Macedonia (FYROM) (hereinafter: the “Legal Services”).
Every provision of the Legal Services to the Clients by D&P is subject to provisions of this General Terms. By engaging D&P for provision of the Legal Services the Client accepts that D&P will provide respective services in accordance with provisions of this General Terms.
D&P shall in establishing cooperation with the Client appoint one of the lawyers founders of ZAK to be responsible partner for the respective Client (hereinafter: the “Responsible Partner”). D&P may during cooperation with the Client change the Responsible Partner for that Client, on D&P’s initiative or at the Client’s request.
Responsible Partner shall negotiate with the Client terms of engagement of D&P which will be included in agreement for provision of legal services to that Client by D&P (hereinafter: the “Engagement Agreement”).
The Engagement Agreement is in principle concluded in written form or by exchange of e-mails between D&P and the Client which include agreed scope of the Legal Services which will be provided by D&P to the Client and agreed fee for the services provided by D&P.
In case D&P has already started with provision of the Legal Services to the Client, or has already provided such Legal Services to the Client, without having prior signed the Engagement Agreement, the Engagement Agreement shall be considered as e-mails exchanged between D&P and the Client which include agreed scope of the Legal Services which D&P should provide to the Client and agreed fee for the services to be provided by D&P. With this regard the Client accepts that a person who on behalf of the Client exchanged such e-mails with D&P was authorized to take such action (to bind the Client) on behalf of the Client towards D&P with regard to provision of the Legal Services.
If D&P and the Client agree on the new engagement subsequent to concluding of the Engagement Agreement, this will not terminate the existing engagement, but the existing engagement shall continue to be in force unless the new Engagement Agreement specifically prescribes that the old engagement is terminated by the new one, or if it regulates the same scope of services to be provided by D&P.
These General Terms shall be integral part of the Engagement Agreement regardless of its form, and shall be applied whenever D&P provides Legal Services to the Client.
For every provision of the Legal Services to the Client D&P shall engage adequate Lawyers, who have necessary expertise in the relevant area of law for which the Client need the Legal Services.
As the Client may request legal assistance in different areas of law during cooperation with D&P, D&P may engage different Lawyers for provision of the Legal Services to the Client – depending on type of Legal Services requested by the Client.
Depending on the complexity of the assignment, D&P may also engage one or more of the Lawyers for provision of the Legal Services to the Client. In any case, D&P shall in that regard act responsibly and professionally in a manner that D&P shall always try to ensure that the Legal Services to the Client shall be provided in a satisfactory manner without making unnecessary costs to the Client in regard to number of engaged Lawyers.
Considering that certain areas of the law are in themselves complex, and that their changes is constant and dynamic, and include various sub-areas in which different Lawyers are equipped with the necessary expertise and experience, engaged Lawyers may consult other Lawyers within D&P during their work for the Client – for the purpose of the best protection of interests of the Client.
When executing the Engagement Agreement or giving instructions for a specific assignment, the Client may propose engagement of certain Lawyers for the particular job for which D&P shall be engaged by the Client. D&P shall endeavor to meet all such requests from the Client, to the extent practicable possible, taking into a consideration work organization in D&P and existing professional obligations of respective Lawyers.
When concluding the Engagement Agreement or giving D&P instructions for a specific assignment, the Client may explicitly or tacitly (conclusive act) specify one or more of the Client’s representatives that will be engaged by the Client in relation to provisions of the respective Legal Services by D&P (hereinafter: “Client’s Team”).
D&P will include all members of the Client’s Team equally in the correspondence, unless the Client’s Team member giving instructions for a specific assignment stresses that certain Client’s Team members are not to be included in the correspondence for that specific assignment.
When the Client’s Team is made up of several persons, D&P will act in accordance with instructions given by any of those persons, unless the Client specifically points out that instructions need to be given by specific member of the Client’s Team.
If the Client specified a Client’s Team in the Engagement Agreement, when receiving the first instruction from a person who is not a member of the Client’s Team, D&P will ask one of the persons designated in the Engagement Agreement as members of the Client’s Team to confirm that D&P may provide Legal Services based on instructions from that third person. After receiving such confirmation, that person shall be considered a member of the Client’s Team. If the Client wishes to change a member of the Client’s Team, the Client must notify in writing (including via e-mail) D&P’s Responsible Partner.
If the Client has not explicitly specified the Client’s Team in the Engagement Agreement or afterwards, D&P will be authorized to accept and act upon instructions from any member of the Client’s business organization which D&P receives from the e-mail account used by the Client.
D&P does not advise in relation to any business, financial, tax or any other non-legal issues. If the Client requests these services to be provided, D&P may recommend advisors to the Client to act on these matters or D&P may engage advisors to act on these matters.
D&P may assist Clients in providing translation services in any language, by engaging expert translators (hereinafter: the “Translation Service”).
In any case, D&P does not accept nor it bears any responsibility for the mistakes of any of these persons which D&P recommended to the Client and which D&P engaged on the Client’s request or approval for the purpose of provision of non-legal services to the Client.
Fees and Costs
In principle, D&P charges for the Legal Services provided to the Client based on the amount of time spent by the Lawyers on Client’s matter (hereinafter: the “Hourly Rates”). Hourly Rates shall be agreed between D&P and the Client in the Engagement Agreement. When calculating the time spent on Client’s affairs, D&P will include meeting with the Client, and any time spent travelling, considering, researching, preparing and working on documents, correspondences, and making and receiving of telephone calls.
In some situations, it is possible to agree a fixed fee in advance that shall be paid by the Client to D&P regardless of the invested time in work (hereinafter: the “Retainer”) or Hourly Rates with the maximum amount to be paid to D&P for certain work (hereinafter: the “CAP”).
When the fee estimate is provided by D&P to the Client for a certain work, without agreeing on a Retainer or a CAP, any given fee estimate is given only as a guide to assist the Client with calculations, and shall not be considered as if Retainer or CAP were agreed. In order for the CAP or the Retainer to be agreed, it is mandatory to explicitly state “CAP” or “Retainer” in the Engagement Agreement. These two fees (the CAP and the Retainer) cannot be agreed orally.
D&P makes no promises regarding the specific results of provided Legal Services or result of a legal proceeding in which it represents the Client; therefore, D&P is entitled to the fee for provided Legal Services even if the intended business or other goals of the Client were not reached. However, in certain cases it can be clearly and explicitly agreed in writing in the Engagement Agreement that the fee that D&P is entitled to charge the Client depends on the achieved results.
Unless otherwise specifically agreed in writing, D&P fees (Hourly Rates, CAPs, Retainers or otherwise as agreed with the Client) is always expressed in euros (EUR) and payable in line with the applicable laws in Republic of Serbia.
D&P is authorized in the name of and on Client’s behalf to incur such expenses related to provision of the Legal Services, which D&P considers necessary and/or required in order to carry out the work. Unless otherwise agreed with the Client in the Engagement Agreement, for the costs above EUR 300, D&P needs the Client’s approval. The Client is obliged to reimburse to D&P all such incurred costs. Also, D&P may ask the Client to pay for such expenses and disbursements in advance. Amongst other things, expenses may include: court fees, translation fees for the Translation Services by expert translators, administrative fees, the fees of other persons engaged by D&P with Client’s permission, search and registration fees, courier service expenses etc. The Client shall in particular reimburse to D&P expenses for travel and accommodation incurred whilst travelling away from the office for matters directly related to subject work. D&P charges for all expenses on a real cost basis. All costs shall be clearly specified in invoices issued to the Client.
Services provided by D&P and charged to the Clients may be subject to the value added tax (hereinafter: the “VAT”). In that case, the VAT (on rate applicable in that moment) shall be additionally calculated and provided in the invoice for the agreed D&P’s fee – which is always agreed between D&P and the Client free of VAT.
VAT may be applicable with regard to invoicing expenses which D&P had to pay for the Client.
In principle, the Legal Services provided by D&P to the Client who is not from Republic of Serbia are not subject of the VAT in Republic of Serbia.
Invoices and Payments
In principle, D&P invoices provided Legal Services to the Clients on a monthly basis, usually by issuing an invoice by the 10th in the month for the services provided in previous month. D&P and the Client may agree on different dynamics for invoicing for the provided services. Likewise, D&P is entitled to issue invoice for the provided Legal Services immediately after their provision.
In certain cases, D&P may request from the Client to pay the whole or part of the fee to D&P in advance prior to provision of the Legal Services.
Each invoice issued by D&P includes detail specification on provided Legal Services, engaged Lawyers, time spent for each particular action taken for the Client, calculation period, clear calculation of D&P’s fee, as well as expenses that D&P had in relation to the provided services.
The Client is obliged to state all its objections to the respective invoice to D&P within 8 (eight) days period as of receipt of such invoice. Otherwise, it shall be considered that the Client does not have any objections on the invoice that the Client accepted and that the Client agrees with the invoice.
Invoices issued to the Clients in Republic of Serbia shall be calculated in the Serbian dinars (RSD). Invoices issued to the foreign Clients shall be calculated in euros (EUR), unless otherwise agreed with the Client. Invoices issued in RSD shall be calculated per selling rate of D&P’s commercial bank on the date of invoicing.
Invoices are paid in a currency stated in them, by paying them on D&P’s bank account, stated in each invoice issued to the Client.
Unless otherwise agreed with the Client, deadline for payment of invoice is 30 (thirty) days as of receipt of invoice. If the invoice specifies some other payment deadline, that deadline will apply. If D&P does not receive the invoiced amount by the specified deadline, D&P keeps the right to charge the Client statutory default interest. Moreover, in addition to the statutory default interest rate, if the invoices are nominated in RSD, and if the invoices are overdue and if there is a decline of the local currency exchange rate against the EUR from the date on the invoice to the date of payment of more than 5%, D&P shall have the right to calculate and to subsequently charge the Client the difference caused by the fluctuation in the exchange rate.
If payments are overdue, D&P also reserves the right to suspend or terminate work for the Client until all outstanding sums are completely paid.
Limitation of Liability
D&P is responsible exclusively and only for the actual damage (in Serbian: stvarna šteta) suffered by the Client as a direct consequence of the Legal Services provided to the Client by D&P. To the fullest extent permitted by the applicable law, D&P is not responsible towards the Client for any lost profit which the Client may suffer in relation to the provision of the Legal Services by D&P.
The maximum monetary liability of D&P towards the Client is capped to the lesser of the following alternative amounts: (i) the maximum amount of coverage under D&P’s professional indemnity insurance applicable at the time, or (ii) an amount equivalent three (3) times of fees charged to the Client for the specific work done on the matter from which the Client’s alleged claim originates. This amount includes all damages, costs and interests which might be awarded against D&P.
The Client is obliged to submit a claim against D&P within 30 (thirty) days as of the date of finding out for damage occurred due to the Legal Services provided by D&P. Otherwise, the Client shall not be entitled to make any claim against D&P.
By concluding the Engagement Agreement with D&P, the Client confirms that it shall not have any receivables and shall not file any claim, lawsuit, proposal and anything similar against any natural person (including those being engaged as the Lawyers) in relation to any matter for which the Legal Services have been provided to the Client. Accordingly, every lawsuit which the Client wants to file may be related only against D&P or the Lawyers as commercial entities, and not against natural persons that are engaged by D&P (including the Lawyers). In any case, the above stated limitations of liability shall apply.
Limitations of liability as described in this section shall apply to all Legal Services provided by D&P to the Client, unless D&P and the Client agree differently in writing.
Termination of Provision of Legal Services
D&P and the Client are entitled to terminate their cooperation at any moment.
In case of termination of cooperation, the notice period is 30 (thirty) days, during which period D&P must provide the Client with Legal Services regarding issues that may not be delayed, and to present all original documents that the Client requests, and the Client has to pay all unsettled DD&P invoices, and the invoice for the Legal Services provided by D&P during the notice period.
Governing Law and Jurisdiction
Relationship between D&P and the Client with regard to provision of the Legal Services shall be governed by the laws of Republic of Serbia, without taking into a consideration its conflict of laws rules.
Likewise, these General Terms shall be construed in accordance with laws of Republic of Serbia, without taking into a consideration its conflict of laws rules.
For resolving of all disputes that might arise between D&P and the Client in relation to provision of the Legal Services competent shall be Commercial Court in Belgrade, Republic of Serbia.
Unless differently prescribed by the Engagement Agreement, by engaging D&P for provision of the Legal Services, the Client acknowledges it is familiar with this General Terms and other D&P’s policies and legal statements found at www.doklestic.law.
D&P’s failure to enforce any one or more of the rights contained in this General Terms at any time or for any period cannot under any circumstances be interpreted as a waiver of such a right or rights.
By accepting the General Terms, the Client agrees that nothing in these General Terms, or any other related agreement is intended or can be construed to be enforceable by any third parties or any person that is not a party to such agreements and terms.
The Client agrees not to provide to any third person D&P’s work, without prior written approval of D&P.
D&P accepts no responsibility towards third parties for any aspect of D&P’s professional services or D&P’s work that is made available to them, regardless of that being available with or without acceptance of D&P. Third persons may rely on D&P’s work only upon D&P’s written approval, under conditions which will be agreed between D&P and respective third person with regard to particular legal advice.
D&P retains the copyright and all other rights in all the documents provided to the Client. The Client is 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 D&P’s consent.
The invalidity or unenforceability of any of the provisions of these General Terms shall not lead to invalidity of other terms and shall not affect the remaining provisions which shall continue to bind both parties (D&P and the Client).
These General Terms, the Engagement Agreement as well as all other correspondence between D&P and the Client determine all conditions which were agreed between them in relation to the work to be provided by D&P to the Client.
In the event of any conflict between these General Terms and the Engagement Agreement, the Engagement Agreement shall prevail.
These General Terms shall apply starting from 01 May 2016.