General Terms and Conditions

1. WELCOME.

Thank for you visiting Irish MacLeod Incorporated (“the firm”). Below are our standard terms and conditions of service. A more detailed letter of appointment, including the mandate and fees will be sent to you separately, should you wish to engage us (“letter of appointment”). Until such time as a letter of appointment is concluded, all engagements with our firm will be governed by these terms of service.

2. PERFORMANCE OF WORK.

The professional services rendered to the client (“you”) will be overseen by one of the directors of the firm and performed by one of the directors, alternatively an associate of the firm. As the charge-out rates vary depending on the seniority and level of experience of the attorney performing the service, we will attempt to allocate work on a basis which is most cost- effective to you and is in line with your particular requirements. If at any time you are dissatisfied with the services rendered, then we invite you to discuss the issue with a director.

3. WORK OUTSIDE OUR LEGAL JURISDICTION OR AREAS OF EXPERTISE.

The legal advice provided by this firm shall be limited to the laws of the Republic of South Africa. Where individual documents or aspects of the scope of work assigned to our firm relate to foreign laws, this firm may at most perform a plausibility check. This firm will engage outside counsel from a suitable foreign law firm in consultation with you, where this is deemed necessary. We will in general only perform that work which falls within the areas of the law in which we specialise. However, if we are approached to perform work outside the areas of our special expertise we will, with your prior consent, refer such work to be dealt with by a third party who we feel is best equipped to deal with the particular issue. Over the years, we have formed good working relationships with firms and advisors working in other fields of law and in related professions. In such circumstances, you will be responsible directly to that third party for payment for such professional services rendered. Where work is done by an advocate under our brief, this will be payable as a disbursement on an invoice issued to you by this firm.

4. SCOPE OF WORK.

Our mandate with you shall be either on an hourly basis, alternatively, on a project basis subject to a floor and a ceiling. This will be set out in the letter of appointment prior to the commencement of work. This letter will also contain details around fees and deposits and our mutual protection of our respective intellectual property.

5. FEES AND DISBURSEMENTS.

Save for any specific fee arrangement agreement confirmed in writing with you in the letter of appointment, our charges will be based on the time actually spent on a matter. Time spent on any matter in terms of our mandate will include:

consultations with you, in person or via online platforms;
making and receiving telephone calls/WhatsApp messages;
travelling if required;
considering, preparing and working on correspondence and other documentation including

WhatsApp messages;
preparing necessary comments on agreements and/or other documents forwarded to us

for that purpose;
drafting the relevant transaction agreements;
drafting required opinions required by you;

The hourly rates will be agreed and charged in the letter of appointment. Please note that when billing hourly, time is charged in 6-minute increments. Generally, every attendance is charged but we do try and exercise favourable discretion and not charge for every email/ WhatsApp message received or sent, especially those that have no substantive content.

Please note that we do charge extra for attendances after 6pm and weekends but this will be pre- agreed and set out in our letter of appointment.

Each financial year the hourly rate(s) are reviewed (to take account of changes in our overheads) and we will notify you in writing of any increased rate. If you have any query about the revised rates, please contact the writer straight away.

A general disbursement charge may be charged on each invoice. There may be certain other disbursements incurred on your behalf over and above the general disbursement charge and all of this will be in the letter of appointment.

All amounts charged by the firm are exclusive of any applicable VAT. If you are a foreign person and not present in the country we shall charge VAT for our services at the zero rate.

Any significant disbursements such as the use of other attorneys in certain circumstances, or third- party expenses that may need to be charged will be agreed with you beforehand.

The financial policies of the firm require us to request a deposit as security over the fees and disbursements of a matter. Such amount will be stipulated in the letter of appointment and payable into our trust bank account, the details of which will also be in the letter of appointment.

6. INVOICES AND STATEMENTS

We will render our invoice in respect of work done, together with any disbursements incurred, on the 15th day and/or the last day of each month. We reserve the right to charge interest at the prime rate per annum, calculated and compounded monthly on all fees outstanding for 30 days or more. Our fees are payable on presentation of our invoice. The payment of all invoices is to be made into our business bank account, the details of which will be set out in our letter of appointment.

Statements reflecting fees outstanding and accumulated interest will be sent after 30 days.

Where a deposit is held in our trust account, it will be held in trust until all outstanding fees invoiced for have been paid in full. We reserve the right to debit any invoiced amount which is not paid within 30 days of presentation of invoice from the amount held in trust on notice to you. Any portion of the deposit not debited as aforesaid will be refunded to you once the matter has been finalised or on termination of our mandate. On the contrary should there be no amount left in trust, we shall be entitled to request that the deposit held in trust be topped up.

7. TRUST MONIES.

It is customary in the legal profession that monies received from you, either as a deposit for fees or as part of a commercial transaction, are held in a trust account. Should you wish any trust monies to be invested in an interest-bearing account while held in trust then we require your specific written mandate for such investment. In terms of legislation applicable to the attorneys’ profession in South African interest on money held in trust which is not specifically placed in an interest-bearing account accrues to the Legal Practitioners Fidelity Fund. Accordingly, if you require monies which are paid into trust to be placed in an interest-bearing account, we require you to sign on our standard “authority to invest” letter. Please note that in terms of the Legal Practitioners Act 28 of 2014 (“the Act”), the Legal Practitioners Fidelity Fund will still deduct an amount of 5% from all interest earned on funds invested in terms of Section 86(4). We shall have the right to charge an administration fee in respect of interest earned by monies held in a Section 86(4) investment account on your behalf. In this regard, the firm has negotiated a deal in terms of which funds invested on your behalf will receive a higher-than-normal commercial rate in return for an administration fee to be paid to the firm on a sliding scale depending on the amount invested. By your signature hereunder you agree that we may deduct such administration fee.

We would like to be clear that our trust account is not a bank account of convenience. Payments in and out of our trust account are managed carefully and if funds are drawn from an investment account then a further 24 hours must be added to the process of moving funds.

The Legal Practitioners Fidelity Fund is established by statute and its purpose includes the protection of clients against any abuse or theft of trust monies. We are required to advise you however that the Legal Practitioners Fidelity Fund is not liable except where the investment is on a temporary or interim basis and linked to a particular transaction. In order to ensure that clients are protected by this we will in general not hold client monies in trust simply for investment purposes.

8. FICA.

The Financial Intelligence Centre Act (FICA) has placed statutory obligations on firms of attorneys to keep an accurate record of our new clients especially where monies are held on their behalf. Accordingly, you will be requested to complete our standard FICA compliance’s documents and additional enquiries we may have. We apologise for any inconvenience caused by our having to comply with these statutory requirements.

9. SOCIAL MEDIA.

On occasion we may wish to announce our involvement with you on the Irish MacLeod social media platforms, (Facebook, Instagram, LinkedIn, Twitter and IMDB and any future platforms). This will be discussed with you and agreed in our letter of appointment.

10. STORAGE OF PAPERS AND DEEDS.

After completing a project, we are entitled to keep all your file and documents while any fees or disbursements are owing to us. We will furthermore keep your file and documents (except for originals or any of the papers which will be returned to you) for no more than 5 (five) years and on the understanding that we have your authority to destroy the file 5 (five) years after sending you our final bill. We will not destroy documents you ask us to deposit in safe custody. We do not normally charge a fee for retrieving stored papers or deeds in response to continuing or new instructions to act for you. However, we reserve the right to charge a fee based on the time we spend on reading papers, writing letters or other work necessary to comply with the instructions.

11. THIRD PARTIES.

We will address our advice to you, and we undertake not to disclose such advice to any third party and to maintain confidentiality with regard to such advice. Conversely our advice is for you and may not, without our prior knowledge, be relied upon by any person who is not connected to you or the matter for which we have been retained.

12. INTELLECTUAL CAPITAL.

Please note that all agreements generated by this firm constitute the intellectual property of this firm. They are to be utilised in relation to the letter of appointment only and not for any other purpose whatsoever. The contents therein are unique, and the unapproved use and distribution thereof is prohibited without the prior written consent of this firm. We also reserve the right to lock and tag our agreements in order to track and manage their use. Please engage with us should you need amendments to our agreements, or should you wish to use same for other matters. We reserve the right to charge you should you use the agreements on matters for which we have not been engaged.

13. TERMINATION.

You may terminate your mandate, in writing, at any time, provided all fees and disbursements which are due and payable have been paid. We will decide to stop acting for you only with good reason and on giving you reasonable notice. All our fees, at your request, are subject to assessment by the Legal Practitioners Counsel which will convene an appropriate panel to make such assessment.

14. LIABILITY.

Irish MacLeod Inc, its directors, employees and agents shall not be liable to any client, its holding companies or subsidiaries (if applicable) in respect of any claim whatsoever, whether in contract, delict or otherwise, for any loss, damages, costs or expenses directly or indirectly incurred as a result of the services provided in connection with your engagement of the firm in excess of our professional indemnity cover (excluding disbursements).

15. RAISING QUERIES OR CONCERNS WITH US.

We are confident that we will give you high quality service in all respects. If, however, you have any queries or concerns about our work, please take them up with the appointed director.

16. CHANGE OF DETAILS.

Please advise us at any time of change of address or contact person. Until we are notified otherwise all our instructions are deemed to be authorised by the person we initially dealt with.

17. PROTECTION OF PERSONAL INFORMATION.

We will at all relevant times comply with the provisions of, the Protection of Personal Information Act, 4 of 2013 (“POPI”). You hereby acknowledge that we will receive your personal information, as defined in POPI, in accordance with the terms of this Letter of Appointment. In accordance with POPI, we will only deal with your personal information to fulfil our obligations under this Letter of Appointment and in rendering our services to you. You hereby consent to us processing your personal information, in accordance with the provisions of POPI, for all purposes necessary for us to our services to you. Such consent shall extend to the sharing of your personal information with the other third parties required for the rendering of our services. We will not under any circumstances share your personal information with any other third parties, unless it is necessary for the purposes of the rendering of our services. We hereby confirm that its processing of your personal information complies with the 8 Conditions for Lawful Processing as stipulated in POPI, will process, manage and store all your personal information in a secure manner and handle the personal information in a way that complies with all other relevant laws. You will have the right of access to your personal information and the right to correct any errors relating to the information that we have on record. We are required by law to retain records for a period of time after our services have been completed, or your engagement with us. During this period, your personal information will be archived and will remain protected. After this period has expired, your personal information will be destroyed in a way that de-identifies you.

18. NON-VARIATION.

No agreement varying, adding to, deleting from or cancelling this these terms of our letter of appointment shall be effective unless reduced to writing and signed by or on behalf of both parties.

19. ACCEPTANCE.

By instructing us, or by permitting us to continue with any mandate in accordance with your instructions, after you have read these terms, you will be taken to have accepted and be bound by these terms.