Terms of Engagement

The scope of our engagement on any specific matter is defined in the fee proposal or engagement letter we send you for that matter. The scope is limited to the deliverables, phases, and items listed in that proposal as accepted by you. Work outside the agreed scope, additional rounds of revision, third-party negotiation that exceeds the original parameters, and any urgent or after-hours work, may be billed separately.

We do not provide tax, accounting, financial, or other non-legal advice unless we have specifically agreed to do so in writing and have the necessary expertise in-house. Where specialist input is needed, we will recommend an appropriate professional and (with your consent) coordinate with them on your behalf.

We accept instructions in writing. Verbal instructions become effective only once confirmed by us in writing.

Our fees are agreed up front in a written fee proposal. A fee proposal may include fixed-fee items, time-and-materials items, or both. Fixed-fee items are quoted as a single Rand amount per deliverable. Time-and-materials items are charged at the responsible attorney’s applicable hourly rate, billed in six-minute units rounded up.

Where a fee proposal includes a discount on a specific line item, the discount applies to that item only. Discounts may be expressed as a fixed Rand amount or as a percentage of the line subtotal; the resulting Rand amount is shown on the proposal so you can see the exact value of the goodwill we have offered.

A fee proposal may organise the work into phases. Phases are presented for clarity only — the contractual obligation is to deliver the items, irrespective of which phase they sit under. We will issue a separate invoice on completion of each phase, unless your fee proposal states otherwise.

Estimates of hours on time-and-materials items are forecasts only. The actual hours billed will reflect the work genuinely required. If we reasonably believe the actual hours will materially exceed an estimate, we will tell you in advance.

All amounts shown in our fee proposals and invoices are exclusive of Value Added Tax (VAT) unless expressly marked otherwise. VAT at the prevailing rate (currently 15%) is added to professional fees and to all VAT-bearing disbursements.

Disbursements (including but not limited to deeds office fees, CIPC fees, sheriff’s fees, courier costs, search and tracing fees, conveyancing certificates, third-party legal opinions, and travelling expenses) are charged at cost. Material disbursements may be requested in advance as a deposit; smaller disbursements are recovered on the final invoice.

Where we have prepaid a third-party fee on your behalf, that amount appears on your invoice as a recovery rather than as new fees, but is treated as immediately due and payable.

Our invoices are payable within 30 (thirty) days of issue, unless otherwise agreed in writing. Payment is to be made by electronic funds transfer to the banking details on the invoice. Cash is not accepted save in exceptional circumstances and on prior arrangement.

A deposit may be required before we commence work. Deposits are held in our trust account and applied to the first invoice issued in the matter. Where a deposit exceeds the first invoice, the surplus stays on the matter and reduces subsequent invoices, until the matter is closed.

Overdue invoices bear interest at the prevailing prescribed rate of interest under the Prescribed Rate of Interest Act, 1975, calculated daily and compounded monthly until paid.

Persistent non-payment entitles us to suspend work, exercise our right of retention (see below), or terminate the engagement in accordance with these Terms.

Funds we receive on your behalf — including deposits, settlement amounts, and proceeds of transactions — are held in our trust account in accordance with the Legal Practice Act, 2014 and the Rules of the Legal Practice Council. The trust account is independently audited annually.

Interest earned on funds held in our trust account accrues to the Legal Practitioners’ Fidelity Fund, save where the funds are deposited in a separate interest-bearing account at your specific instruction (in which case the interest accrues to you, after deduction of bank charges and statutory levies).

We will account to you, on completion of the matter, for any trust funds we hold. Any surplus is paid out to you on receipt of your written banking details and FICA-compliant verification.

Before accepting any instruction, we perform an internal conflict check to ensure that we do not act for an opposing or otherwise conflicted party. If a conflict is identified, we will notify you and will not proceed with the matter unless you (and any other affected client) provide informed written consent in circumstances where consent is permissible under the Code of Conduct for Legal Practitioners.

You must inform us promptly of any change in circumstances that could give rise to a conflict — for example, a change in the parties to a transaction or the introduction of a new counterparty.

Communications between you and us in our professional capacity are confidential and, where applicable, attorney-client privileged. We will not disclose your confidential information to any third party except (a) with your authority, (b) in compliance with a court order or other lawful demand, or (c) where we are required by law (including the Financial Intelligence Centre Act, 2001) to make a regulatory or statutory report.

Privilege belongs to you. We will assert privilege on your behalf in any process where confidential or privileged material is sought, unless and until you instruct us otherwise.

Our duty of confidentiality continues after the engagement ends.

We are an accountable institution under the Financial Intelligence Centre Act, 2001 (FICA). Before we can accept your instruction, we must verify your identity (and, for entities, the identity of beneficial owners and authorised representatives) and we may need to verify the source of funds and source of wealth used in the matter. You agree to provide the documents and information we reasonably request for this purpose.

In certain circumstances FICA obliges us to file regulatory reports without notice to you. Where we are legally permitted to do so, we will keep you informed of any regulatory step we are required to take.

We refresh client due-diligence at intervals required by our internal Risk Management and Compliance Programme. You agree to provide updated documentation when requested.

We process personal information in accordance with the Protection of Personal Information Act, 2013 (POPIA). Our role is generally that of a responsible party for the personal information you share with us.

We collect personal information directly from you (and, where necessary, from third parties such as the deeds office, CIPC, credit bureaux, and counterparties). We use it to perform the work you have engaged us for, to comply with our regulatory obligations, and to manage our internal records.

You have the rights afforded to data subjects under POPIA, including the right of access, the right to correction, and the right to lodge a complaint with the Information Regulator. To exercise any of these rights, contact us at the address on our website.

We retain client files for the period required by the Legal Practice Council’s rules and other applicable law, after which we securely destroy or anonymise the records.

Our liability to you arising out of any matter is limited, save where the limit is precluded by law, to the lesser of (a) the amount of our professional indemnity insurance cover applicable to the matter and (b) the fees we have actually been paid by you on the matter giving rise to the claim. We carry professional indemnity insurance of an amount required by the Legal Practice Council and we will provide details of the cover on request.

We are not liable for any indirect, incidental, special, punitive, or consequential loss, including loss of profits, loss of opportunity, loss of revenue, loss of reputation, or loss of data, even if we have been advised of the possibility of such loss.

Nothing in these Terms is intended to exclude or limit any liability that cannot lawfully be excluded or limited.

Drafts, agreements, opinions, and other written work product we produce for you in the course of an engagement are licensed to you, on payment of our fees, for use in connection with the matter for which they were prepared. You may use them in that matter and in subsequent dealings between the parties to that matter, but you may not redistribute them as templates to third parties.

We retain all rights in our internal know-how, precedents, and template documents, including portions of those that may have been adapted to your specific facts.

Where the engagement specifically calls for ownership of work product to vest in you (for example, a bespoke set of constitutional documents for a new entity), the parties will document that in a separate written assignment.

You may terminate our engagement at any time by giving us written notice. We may terminate with reasonable notice in writing where the Code of Conduct or Rules of the Legal Practice Council require us to withdraw, where you fail to pay an invoice that has become due, where you give us instructions we cannot lawfully or ethically carry out, or where you provide us with information we know to be materially false or misleading.

On termination, we will issue a final invoice covering all fees and disbursements incurred up to the date of termination. You will pay that invoice in accordance with these Terms.

Subject to our right of retention (below), we will hand over your file and any documents in our possession that belong to you, after deducting any properly billed fees and disbursements that remain unpaid.

We have a common-law right of retention (a lien) over your file, your funds in our trust account, and any documents we have prepared, until our properly billed fees and disbursements have been paid in full. This is a long-standing feature of South African legal practice and is preserved by the Legal Practice Act and the Rules of the Legal Practice Council.

We will not exercise the right of retention unreasonably, and will release the file and funds promptly on payment.

These Terms are governed by the laws of the Republic of South Africa. Any dispute arising out of or in connection with these Terms or any engagement to which they apply is subject to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria.

Nothing in these Terms restricts our right to bring proceedings against you in any other competent court for the recovery of unpaid fees or disbursements.

These Terms (read with the applicable fee proposal or engagement letter) constitute the entire agreement between you and us in respect of the matter. They supersede all prior representations, understandings, and agreements relating to the matter.

No amendment to these Terms is effective unless made in writing and signed by both parties. Email correspondence between authorised representatives of each party is acceptable for this purpose.

If any provision of these Terms is held to be unenforceable by a competent court, the remaining provisions continue in full force.

Notices to us must be sent to the address on our website. Notices to you will be sent to the email address you have given us for the matter.

These Terms are intended to be read together with the engagement letter or fee proposal applicable to your specific matter. If there is ambiguity, the more specific document prevails.