Standard Terms of Engagement
1. Contractual relationship between client and c_legal
These Standard Terms of Engagement will apply to any and all provision of services by c_legal. There is an Italian version and an English version of these Standard Terms of Engagement. The Italian version is used for client domiciled in Italy, or if the client is not an individual, for clients that have a seat or do business in Italy. The English version is used for all other clients.
We will confirm in writing each new assignment that we take on for a client, unless, on the basis of the type of the new assignment, this appears unnecessary. The contract between c_legal and the client is constituted by the following documents (in order of precedence): the letter or contract of engagement; these Standard Terms of Engagement; and any other special terms and conditions agreed in writing between with the client. To be valid and enforceable, any deviations from these Terms of Engagement shall require the written approval.
The legal or physical person indicated as the client in the letter or contract of engagement is c_legal’s contractual counterparty, and c_legal shall be liable only to the client for the legal advice and assistance provided. Third parties shall have no right to rely on advice provided to the client.
2. Our Services
Our provision of legal services is regulated by Italian law and regulations, including the Italian Code of Conduct for Attorneys.
For each assignment we will appoint a partner who will be responsible for that particular assignment (file). Exceptionally we may appoint a responsible partner for a part of an assignment. Work is performed by the attorneys and associates instructed by the partner in charge of the file, taking into account the nature and magnitude of the assignment, the need for specialised skill and experience, and availability. To the extent possible we will accommodate any wishes the client may have as to staffing of the assignment.
c_legal’s attorneys are only qualified to advise and assist clients on Italian law. We shall have no liability for any assessments of foreign law or any legal consequences thereof.
When providing advice and assistance we rely on the information and documents relating to the factual circumstances of the assignment that we receive from the client, or other sources as agreed or instructed by the client. Our advice should therefore not be relied upon in other cases or used for other purposes. In order that our assessments and the advice we provide may be as good as possible, the client should give us all information and all documents that are of significance to the subject matter of the assignment.
We only provide legal advice and assistance, and shall have no liability for advice relating to non-legal matters, such as technical, financial, commercial and environmental circumstances. Unless indicated in the letter or contract of engagement or in a separate written agreement, our advice and assistance will not include any of the following: criminal and indirect or direct taxation issues, or penal or taxation-related consequences of the dispositions subject matter of the advice.
3. Conflicts of interest
We can not act for anyone if there is a conflict of interest with an existing client. Before we agree to take upon ourselves an assignment, we perform an internal search based upon the names of the parties that the client provides to us, to determine if there is anything preventing us from providing the assistance we have been requested to provide. Clients should be aware that changes may occur with regard to the parties and matters of a case, for example by the assets in issue changing owner, or by a third party acquiring an interest in the outcome of a case. We should therefore be promptly notified of any changes regarding the parties or interests involved in the assignment, so that new conflict of interest checks can be made, if necessary. New checks may also be called for if the subject matter of the assignment changes, for example because the client requests assistance with new issues.
4. Fees and disbursements
Charges for our work will be based on the level of staff and time required to complete the assignment also when applicable according to our hourly rates applicable at any time in accordance with Italian Bar Association guidelines. We record our time in hour. Our fee is not contingent upon the final result or outcome, and we do not warrant results or final developments in any matter. The scope of our services, as well as the complexity and duration of the assignment, can vary greatly, depending on circumstances that cannot be anticipated.
Any estimate of fees we provide should not be taken as a maximum fee or a fixed fee agreement. An estimate of fees is only an indication of the likely amount of our fees, exclusive of VAT and disbursements. An estimate is based on the information we have received when the estimate is given, and is not binding. We will endeavour to inform the client as early as practically possible of any significant deviations from a fee estimate that we have given, however the client will be responsible for the full amount of accrued fees, even if it exceeds the estimate.
Disbursements in connection with the assignment will be invoiced at cost. Value added tax (VAT), currently 22%, may be added to all invoice amounts, according to the applying provisions.
5. General Terms of payment
Our invoices are sent to clients by e-mail. Unless otherwise agreed, payments are made in two instalments, the first within 5 days from the acceptance of the quotation and the second within 15 days from the execution of the provision of service and the issuance of the relative invoice. Payment may be in Euro.
Any request that any part of one of our invoices be paid by a third party will need to be approved by us in advance. Even if such a request is approved, the client will remain responsible for payment of the entire invoice amount, and any interest accrued.
c_legal reserves the right at all times to ask that the client should create a deposit as security for c_legal’s fees, or make on account payments. Any deposits will be paid into a clients’ account. Deposited amounts may also be used in settlement of any other outstanding invoices.
In the event of overdue payment, the statutory interest on overdue amounts will apply from the due date until payment occurs.
In the event of an invoicing or payment dispute, the client should address its concerns to c_legal in writing within the due date of the invoice in question. If we do not hear from the client within this time, the invoice presented issued will be assumed to be accepted by the client.
c_legal reserves the right to discontinue the provision of services until any disputes concerning invoice amounts are resolved, and any undisputed due amounts have been settled, and any requested advance payments, on-account payments or deposits have been made. This also applies, where applicable, to representation before the courts or in arbitration.
Should c_legal suffer a loss (of income) through an assignment or case being cancelled with short notice for reasons not attributable to c_legal, we reserve the right to a reasonable compensation.
The client is responsible for determining whether the fees and cost that will be incurred in an assignment are covered by insurance, or by other third party liability. The client itself should send the required notices and take any other measures required to benefit from such coverage.
7. Representation in litigious matters
In litigation, the court may order the client to compensate the opposite party for its legal fees and costs. The client itself is responsible for paying any such fees and costs.
Should it not be possible or advisable to claim compensation from the opposite party for all of the fees and costs incurred the client shall nevertheless be responsible to c_legal for the full fees and costs incurred. This also applies if the client is awarded fees and costs, but less than the fees and costs claimed.
8. Limitation of liability
In no event shall c_legal or the attorney in charge of the file be liable for indirect or consequential loss, including but not limited to operational losses, loss of profit and loss of goodwill. c_legal and the attorney in charge of the assignment shall have no liability for any losses caused by payment problems or similar problems affecting banks in which client funds are deposited.
For the services provided in each assignment, c_legal and the attorney in charge of the file shall neither separately nor jointly be liable for losses in excess of € 200.000,00.
c_legal and the lawyer in charge of the file shall not be jointly liable with other advisers or others who may be or become liable to the client.
In the event that a loss is covered by the client’s insurance or other coverage, the liability of c_legal / the lawyer in charge of the file shall be reduced accordingly. If c_legal / the lawyer in charge of the file pay damage compensation to the client, and the client is entitled to coverage from insurers or others, these rights will be assigned and transferred to c_legal / the lawyer in charge of the file, or c_legal’s insurers.
As attorneys we have a statutory duty of confidentiality. This duty of confidentiality does not prevent us from disclosing information in cases where we have a statutory obligation to do so. We have a duty under law to inform the competent authorities, i.a. in case of suspected money laundering or financing of terror. In such cases we will not be entitled to inform the client of the suspicion or that we have informed the authorities or will do so.
Nor does the duty of confidentiality prevent us from giving information about the assignment to other advisers engaged by the client or on its behalf.
We reserve the right to disclose, including for publicity purposes, that we have assisted or represented the client if that information is in the public domain, for example in cases where we represent or have represented the client in proceedings before the courts or after a matter has received media attention.
10. Processing of personal data
c_legal is the data controller for personal data related to the client in connection with the provision of our legal services. The professional entitled of this matter is Manlio Gervasi. We collect and process personal data to the extent this is necessary for our performance of the assignment and to administer the client relationship, including invoicing. The legal basis for this processing is c_legal’s legitimate interests in providing our services and in retaining documentation related to the assignment. We do not share personal data with anyone, except where this forms a natural part of the assignment. No data will process outside the EU/EEA-area. In certain cases, c_legal is obliged to process data for compliance with legal obligations, such as regulations on bookkeeping and money laundering. c_legal will also process personal data in order to send our clients newsletters and invitations to our events. The legal basis for this processing is c_legal’s legitimate interest in direct marketing. If the client does not wish to receive such newsletters or invitations, it is possible to opt-out by clicking the link in each send-out. If the client wishes to obtain access to c_legal’s processing of personal data, erasure of the data or in any other way ensure that the data subjects’ rights are attended to in accordance with applicable privacy law, please contact c_legal at (+39) 0924 527787 or email@example.com.
11. Communications with the client
If the client has given or contacted us by an email address we will generally use that email address for communications about the assignment. If the client does not wish to communicate by email, it should inform us accordingly.
12. Return of documents at the end of the assignment
At the end of an assignment we will return any original documents to the client. We will retain hard copies of documents that we have created or received for a certain period of time, normally 3 years, whereafter they will be destroyed. We reserve the right, but do not undertake, to store documents electronically indefinitely.
Complaints about our work should initially be directed to the lawyer in charge of the file.
Should the client believe that a lawyer has acted in violation of the Code of Conduct for Lawyers, or that the fees claimed are not in compliance with those rules, a complaint may be made to the Disciplinary Committee of Italian Bar Association.
c_legal’s policy is to act in all respects in accordance with the professional and ethical standards that apply to the legal profession.
c_legal expects that its clients will act in accordance to the professional, ethical and business standards applying to them and their trade in their dealings with c_legal and other parties.
Bribery or corruption in any form are intolerable to us and by engaging c_legal each client undertakes not to expect or request any act or omission from c_legal that could compromise our reputation or integrity, and that the client and its employees or anyone acting on the client’s behalf will abstain from any corruption or bribery. Furthermore, we expect that anyone engaging us has or will put in place adequate internal measures to eliminate the risk of bribery or corruption occurring.
c_legal may need to amend these Terms of Engagement. Amendments will become effective when an amended version of these Terms is posted on our website www.c-legal.it. However, such amendments will not affect any matter on which we are then currently instructed.
16. Choice of law and dispute resolution
The contracts between the client and c_legal in the matter of any assignments shall be governed by Italian law, and any disagreement or controversy arising out of or relating to that agreement or subsequent agreements shall be submitted for binding resolution through arbitration of Chamber of Commerce of Palermo, Italy, in accordance with the Italian Arbitration Rules. The arbitral procedure and the arbitral award shall be confidential.
Notwithstanding the foregoing, c_legal shall at its own discretion retain the right to bring proceedings with respect to the collection of invoice amounts and other claims before the ordinary courts, with the Trapani District Court, Italy, as the agreed legal venue, or any court which has jurisdiction, such as the court having jurisdiction where the client is registered or has its place of business.