Terms of Business
Terms of Business
1. Hammad & Al-Mehdar Law Firm
Hammad & Al-Mehdar is a law firm which is incorporated and headquartered in Saudi Arabia, with offices located in Jeddah, Riyadh, and Khobar. The firm has its international office in the United Arab Emirates, incorporated in the Abu Dhabi Global Markets. Formally incorporated under the name of Adli Hammad and Mohammed Al-Mehdar Legal Advocacy and Consulting Company, the firm provides full-service legal solutions and therefore we may engage professional specialized legal and tax advisors.
It is Hammad & Al-Mehdar Law Firm which accepts your instructions to provide the legal services as set out in our engagement letter (“Engagement Letter”) accompanying these Terms of Business and with which you are contracting for the purposes of the provision of those legal services (the “Engagement”). References to ‘we’, ‘us’ and ‘our’ are to Hammad & Al-Mehdar. References to ‘you’ and ‘your’ are to the client stated in the Engagement Letter, or its designated subsidiaries.
2. These Terms
These Terms of Business should be read together with our Engagement Letter. Together they form the contract between you and us for the purposes of the Engagement. If and to the extent that the Terms of Business conflict with the Engagement Letter, the Engagement Letter shall prevail.
From time to time it may be necessary for us to amend or supersede these Terms of Business. In such circumstances we shall notify you of the proposed changes and, unless we hear from you within 14 days of such notification, the new Terms of Business will come into effect from the end of that period.
3. Conflicts of Interest and Confidentiality
Before accepting any Engagement, we will determine whether we are able to advise you having regard to any legal or professional regulations relating to conflicts of interest. Similarly, we will not act for another client in relation to the subject matter of this Engagement, or a related matter, if this would constitute a conflict of interests, unless we are permitted by legal or professional regulations to do so.
You agree that we may otherwise act for any other client, including commercial competitors, and this may include acting on any particular matter in which you may have an interest, even if the interests of the other client are or may become adverse to you, unless we conclude that it would be inappropriate for us to do so having regard to any legal or professional restrictions.
Subject to us putting in place any arrangements which we consider necessary to protect your documents or information acquired by us and which are or may be relevant to an Engagement for another client, you agree that we may act for that other client without further confirmation from you.
Should an actual or anticipated conflict of interest arise during the Engagement, we may be obliged to terminate the Engagement with you but reserve the right to continue to advise you subject to any legal or professional restrictions. We will not be liable to you for any losses arising from a termination of the Engagement in such circumstances.
We are bound by a professional duty to keep your documents and information acquired during an Engagement confidential and will not disclose them to any third party without your consent. You agree that we may disclose your information where we are subject to a legal or professional obligation to do so, including to our professional indemnity insurers. You agree that we are not under any obligation to disclose to you or use for your benefit any documents or information in respect of which we owe a duty of confidentiality to any other party.
4. Our Services
We will perform the Engagement with reasonable skill, recognized professional ethics, and care. Our services will not include advice on tax related issues arising out of the Engagement unless requested by you and agreed with you in writing.
Where the Engagement requires legal services in countries other than the one in which we accept your instructions, we shall, where possible and unless you instruct us otherwise in writing, use the services of one of our affiliated or network entities or firms in those countries as subcontractors.
We may outsource certain functions, with no additional cost to you, such as printing, document production, IT and certain legal processes to third party organizations locally or overseas. Where this occurs, we will take all reasonable steps to ensure that those organizations recognize their obligations of confidentiality. By accepting these Terms, you consent to such outsourcing arrangements including the transfer of any personal data to such organizations.
You acknowledge and understand that while Firm services are led by qualified attorneys licensed to provide legal services in the jurisdictions the Firm is licensed in, Firm members include attorneys qualified at other jurisdictions, paralegals, legal trainees, and administrative staff, some of whom may be involved in the provision of services to you under the supervision of the qualified attorneys and Firm partners. You hereby consent to the provision of services by Firm members as designated and selected by the partner(s) leading the relevant scope of services to you irrespective of their qualification status. This permits us to deliver services in a more efficient manner, which benefits you through the reduction of amounts invoiced to you pursuant to the Engagement Letter.
5. Our Advice
Our advice is prepared solely:
- for use by you; and
- for the intended purposes associated with the Engagement and any subsequent variation thereof.
Our advice should not be disclosed to any third party without our prior written agreement.
6. Instructions and Information
Unless instructed otherwise in writing, we will act on the basis that all of your employees, directors, and officers who give us instructions are authorized to do so and that we may act on verbal instructions. Where information that is or may be relevant to the Engagement is provided to someone in the firm other than those individuals involved in the Engagement, you accept that knowledge of that information will not automatically be imputed to those individuals involved in the Engagement.
In order to carry out the Engagement effectively we require your full co-operation. You will provide us on a timely basis and in any case within 3 business days from the commencement of the engagement with any documents and information that we may need to complete the Engagement, and ensure that, to the best of your knowledge; those documents and information are complete and accurate. Unless you instruct us otherwise in writing, you agree that we may rely upon them where we consider it reasonable to do so.
Where necessary, you will ensure that we have timely and reasonable access to your employees and you will procure that they will provide us with such assistance as we require completing the Engagement.
Where we draft, review, or advise on agreements or other documentation, beyond the professionally licensed activity of a law firm, we do so as legal advisers, not as specialist advisers or experts in other technical disciplines or professions, and it remains your responsibility to ensure that appropriate expertise from other specialists is obtained where appropriate.
7. Conflicts of Interest
Unless you write to us instructing otherwise, you pursuant hereto consent to us accepting instructions opposite or adverse to you or your interests immediately following the lapse of three months from the completion of the last scope of work instructed by you to our Firm. Naturally, any such accepted instructions will not use or infringe on any confidential or privileged information the Firm may have in relation to you that were acquired through your engagement with us. Additionally, the Firm team members that will act on any said instructions will exclude all Firm team members involved in the provision of Services to you pursuant to your engagement.
You further consent to and acknowledge that any action brought by the Firm against you to enforce or defend its rights arising from or in connection with its engagement with you does not constitute a conflict of interest for the Firm or any of its members.
Unless instructed otherwise in writing, we may correspond with you and third parties by internet e-mail or other electronic means. We cannot, however, guarantee 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 of electronic communications and agree that we will have no liability for any loss or damage caused by the use of electronic communications. We will use an industry standard firewall containing virus protection if applicable. If you have a requirement for a greater level of security in electronic communication, please discuss this with us.
You consent to our intercepting and monitoring communications between you and individuals within the firm, in order to ensure compliance with our internal rules or with applicable legal requirements and to investigate matters brought to our attention.
You agree to pay our fees and disbursements as set out in our invoices.
Subject always to the terms and provisions of this Engagement, we will charge fees for all of our time spent on the Engagement, including but not limited to, time spent attending meetings, travelling, reviewing and preparing papers, carrying out legal research, corresponding with you and with third parties, supervising and managing the team deployed on your Engagement and making and receiving telephone calls. Unless otherwise agreed, our time is recorded and charged in five-minute units. The Engagement Letter may set out certain specified scopes of work that are subject to a cap on the hourly fees chargeable, or that will be performed for a fixed fee. Please note that such capped fee and fixed fee work is always subject to expressly stated assumptions, and that work outside the specified scope, or its assumptions will be charged on time spent basis.
Should this Engagement be cancelled prior to the completion of the fixed fee scope of work, our work will be charged on a time spent basis at the Standard Hourly Rates stated in this Engagement, up to the agree fixed fee.
You agree that work instructed by you to be completed during weekends or public holidays (to each applicable office) (“Rush Work”) will incur an additional charge equal to 50% of the Standard Hourly Rates stated in the Engagement Letter. This charge will be applicable irrespective of any capped fee or fixed fee arrangements set out in the Engagement Letter. We will endeavor to remind you that such Rush Work will incur this additional charge. For clarity, work voluntarily completed by us during a weekend or holiday without a rush demand from you is not Rush Work and will not incur such Rush Work additional charge.
Subject to the terms and provisions of this Engagement, disbursements, and expenses, as agreed upon in advance by you, are recharged to you at a rate appropriate to cover their cost and administration and are in addition to our fees, except where a separate agreement has been reached. These include but are not limited to third-party expenses incurred by us on your behalf, such as court fees, fees of experts, barristers, and external advocates, courier costs, search fees, registration agents’ fees, virtual data room costs, corporate service providers’ fees, conference call costs, stamp duty, and overseas lawyers’ fees. In addition, you will incur a charge of 2% on all invoiced work to cover administrative costs associated with the Engagement. Such costs include printing, file maintenance, record keeping, and file destruction. No separate charge is made for secretarial time other than overtime. We will recharge travel costs, accommodation, communications, and subsistence costs when traveling away from our offices in connection with the Engagement.
Where disbursements will be substantial, we may request that money is paid to us on account of those costs before we incur them or arrange for the costs to be paid directly by you.
Any estimate, quote, fee, disbursement, or other cost is stated exclusive of VAT or other taxes or duties which we might be obliged to charge. Where we are obliged to charge VAT, goods and services tax, sales tax or other such taxes or duties to you, we will add the relevant tax to our fees and disbursements, at the rate from time to time in force in the jurisdiction concerned.
We will render our invoices to you on monthly basis, unless otherwise stated in the Engagement Letter. These will constitute final invoices for work done during the relevant period and are payable within 14 days of issue of the invoice. If you wish to query any element of the invoice you must do so immediately with the matter partner. That part of our invoice which is not subject to query should be paid within 14 days of issue of the invoice.
Our invoices are payable within 30 calendar days following the date of sending the invoice. You may only raise comments, inquiries, objections, or requests for reconsideration in connection with an invoice within said 30 calendar days. Following the lapse of 30 days from the date of sending the invoice, and absent clear and manifest error, you forfeit the right to raise comments, inquiries, or objections to the invoice, and you hereby agree that the invoice is accepted in full. You expressly confirm and agree that your right to raise comments, inquires, objections, or requests for reconsideration is limited to the 30 days from the date the invoice is sent.
Our invoices are to be paid free of any withholding or deduction in respect of taxes or duties. If you are required by law to withhold or deduct tax, the amount of the invoice is to be treated as increased to the extent necessary to ensure that we receive and retain a net sum equivalent to the amount of the invoice. If in our opinion we subsequently receive any value for the amount withheld or deducted (for example, by way of a credit for tax treated as withheld or deducted) we will account for such value to you provided our overall net of tax position is not thereby affected.
If payment of our invoices or our receipt of such payment is subject to exchange or other similar controls, you will use your best endeavors to obtain (or to help us to obtain) any required authorizations or consents as soon as possible after each invoice is rendered or on our request you will ensure we receive prompt payment in accordance with such authorizations or consents. If exchange control approval has not been obtained within 6 months from the date of our invoice, then, if lawfully requested by us, you will pay into a local account designated by us the amount in local currency equivalent to the amount outstanding on our invoice (converted at the date of payment).
If you pay our invoices in a currency other than United States Dollars, Saudi Arabian Riyal or United Arab Emirates Dirham (as specified in the Engagement Letter) and as a result of exchange rate fluctuations the amount actually received by us net of bank charges differs from the amount invoiced by less than 0.05% of the invoice, we shall treat the invoice as paid (if the amount received was less than the invoiced amount) and you agree that we shall be entitled to keep the excess (if the amount received was more than the invoiced amount). Irrespective of the currency denomination of the Engagement Letter, your invoice will carry a Saudi Arabia Riyal equivalent should you wish to pay in Saudi Arabian Riyal to the designated Saudi Arabian Riyal bank account.
It is our policy not to accept cash from clients. If you seek to circumvent this policy by depositing cash directly with one of our banks, we reserve the right to charge you for any checks we deem necessary regarding the source of funds and any additional actions undertaken by us or cost incurred in dealing with such cash.
If our invoice remains unpaid after 45 days, you agree that we shall be entitled to terminate the Engagement.
If we or you terminate the Engagement for whatever reason, you will pay our outstanding fees and incurred disbursements, including those not yet invoiced as at the date of termination, together with any additional fees and disbursements reasonably incurred arising from the termination of the Engagement.
Hammad & Al-Mehdar reserves the right to revise its Standard Hourly Rates and Volume Discount Table on an annual basis, customarily at the beginning of the calendar year. If revised, we will notify you in writing prior to applying the revisions to any work invoiced to you.
10. File Destruction Policy
We keep files (which includes anything in which information is recorded whether on paper or electronically or otherwise) and property relevant to the Engagement for: (A) in the case of Hammad & Al-Mehdar files, not more than ten years from the date of our final invoice; (the a “File Period”), having removed and destroyed any documents which in our professional opinion are superfluous to the records of the Engagement. We reserve the right to store files and property related to your Engagement with a third party whose security arrangements are in our view appropriate. If you would like the files or property relevant to the Engagement to be delivered to you or kept by us for a longer period, please let us know.
If we receive a request from you within the relevant File Period, we shall return to you any retained documents or property to which you are entitled, subject to any legal obligations which require us to retain those documents. You agree that we will be entitled to charge you for retrieving from storage and identifying and selecting any documents and property from your files as requested by you together with the cost and administration of delivering your documents and property to you or a third party.
If we do not receive a request from you for the return of your documents and property within the relevant File Period, we reserve the right to destroy your documents and property without further reference to you.
11. Rights of action
You acknowledge and agree that in relation to the Engagement, your relationship in contract and tort is solely and exclusively with Hammad & Al-Mehdar. Where any individual acts for you in any proceedings, they do so as a representative of Hammad & Al-Mehdar.
No member of Hammad & Al-Mehdar assumes, or will assume, personal liability for the conduct of the Engagement or, to the extent permitted by law, will have any personal liability for any matter arising out of or in connection with, the Engagement whether in contract, tort, negligence, breach of statutory duty, or otherwise and you waive any such claim as may arise. Further, you agree not to bring any claim of any nature against any of our employees or any affiliated partnership or its partners, members, or employees in respect of legal services provided by them in connection with the Engagement. It is agreed that our employees, affiliated partnerships and their partners, members or employees shall have the right to enforce this clause.
12. Limitation of Liability
The total liability of the Firm to you (or any other party who the Firm has agreed may have the benefit of, and rely on, our work) for Loss shall be the amounts invoiced under the Engagement Letter at the time such liability is incurred. For the purposes of this clause, the Firm means Hammad & Al-Mehdar and its partners, employees and, to the extent that we have liability for their acts, subcontractors and agents, and Loss means the total of all losses, damages or costs suffered or incurred, directly or indirectly, in connection with the Engagement, including as a result of breach of contract, negligence, fault or other act or omission by the Firm, but excluding any Loss arising from death or personal injury, fraud, wilful misconduct or dishonesty of the Firm, or in respect of any other liabilities which cannot lawfully be limited or excluded.
13. Joint and Several Liability
Where you suffer any Loss (as defined in clause 11 above) for which we are jointly and severally liable with any third party or third parties, the extent to which such loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such loss, as agreed between all of the parties, or in the absence of agreement as finally determined by the court having jurisdiction pursuant to clause 22 below. You agree that our position will not be adversely affected by any limitation of liability you may agree with any other party and that we will not be liable to you for any amount in excess of our proper share of a joint or several liability which we are not entitled to recover from any other party by reason of your agreement to limit their liability.
14. Know Your Client Information and Liability for Information Relied on By Us
At the commencement of the Engagement for new clients or annually for continuing clients, our team will correspond with you to obtain certain know-your-client information. You agree to promptly and completely fulfil our information requests, which allow us further our best-in-class client service practices to be better suited to serve your legal needs. Our know-your-client process is and grounded in the instructions of the Ministry of Justice to implement measures to comply with “know your client” principles that give effect to the Anti-Money Laundering Law.
We will not be liable if any Loss (as defined in clause 11 above) is due to the provision of false, misleading or incomplete information or documents (save where we should reasonably have discovered the false, misleading or incomplete information or documents) or due to the acts or omissions of any person other than Hammad & Al-Mehdar or any affiliated entity involved in the Engagement.
You acknowledge and confirm that your instructions to the Firm, and consequently the Firm’s actions on your behalf pursuant to such instructions, are legally valid and with merit. More specifically, you acknowledge and confirm that you have the legal right to take or bring such actions that you are instructing the Firm to take or bring on your behalf and that you have not been barred or otherwise legally prevented from taking or bringing such actions. Without limitation to the foregoing, in relation to disputes, you acknowledge and confirm that you did not previously bring, and are not aware of any judicial, administrative, or arbitral judgments or decisions in relation to, any action or claim involving the same parties before any court of the applicable jurisdiction, administrative adjudication body, or arbitration tribunal in connection with the same causes of action you are instructing the Firm to bring actions or claims on your behalf pursuant to this engagement, and that said causes of actions are not barred pursuant to any ‘res judicata’ principles under applicable law. You further acknowledge and confirm that you will indemnify the Firm and its members against any losses, liabilities, costs, and penalties, including reasonable attorney costs, that may arise as a result of your violation of this provision.
15. Other Parties
We do not accept any liability for the advice or other services provided by experts or service providers instructed by us on your behalf in connection with the Engagement, other than affiliated partnerships.
We neither owe nor accept any duty to any person other than you and we do not accept any liability or responsibility for any consequences arising from reliance upon our advice by any person other than you. You agree to indemnify us against any liabilities, losses, damages, costs or expenses we incur arising out of any claims brought against us by third parties arising out of or in connection with the Engagement.
No person other than the parties to the Engagement Letter and their respective successors and assignees, shall have any right to enforce any of the provisions of the Terms of Business or the Engagement Letter, except to the extent expressly provided in the Terms of Business or the Engagement Letter.
16. Intellectual Property Rights
We will own copyright in any document prepared by us during the course of carrying out the Engagement. We grant you a royalty-free licence to use any document within your organisation for the purpose for which it is provided, subject to any confidentiality restrictions indicated.
We expect to apply the benefit of our past experience in acting for our clients. Therefore, subject always to our obligations of confidentiality to you and to any express requirement to the contrary, we may refer to, use or develop documents or parts of documents, ideas, techniques, concepts, methodologies or processes prepared by us or by other advisers in the context of the Engagement, when advising, preparing documents for, or giving advice to another client, or marketing or know-how. We may keep such documents in a confidential database.
If we transfer all or substantially all of our business to another firm (“Successor Entity”), our Engagement with you shall not automatically terminate by reason of such transfer. You agree that the Successor Entity is automatically appointed by you so that continuity of service can be provided to you. Both the Successor Entity and you may rely on the Engagement Letter and these Terms of Business as setting out the continuing terms of the Engagement. If such transfer requires some formal action by you then you will take such steps as are necessary to enable continuity of our services.
Subject to the above paragraph, you will not have the right to assign or transfer the benefit or burden of the Engagement without our written consent.
You may terminate the Engagement by giving us notice in writing at any time.
In addition to the circumstances set out above, we may cease acting for you and terminate the Engagement, but only when entitled to do so under our professional rules and after reasonable notice has been given to you in writing.
Whether the termination of the Engagement is by you or by us, we shall be entitled to retain your documents relating to the Engagement until all our fees and disbursements relating to the Engagement have been paid.
Each clause and sub-clause of these Terms of Business shall be independently interpreted and enforceable. If any clause or sub-clause of the Terms of Business or provision in the Engagement Letter is declared void, illegal, or otherwise unenforceable, the remainder shall survive unaffected.
No delay by you or us in enforcing any terms of this agreement will affect or limit your or our rights under this agreement. Any waiver by you or us of any breach of this agreement shall not be deemed a waiver of any other prior or subsequent breach of this agreement. Any waiver of any contractual claim or right must be made in writing to be effective.
21. Governing Law
Any contractual or non-contractual obligations arising from or connected with this Engagement shall be governed by, and this agreement shall be construed in accordance with, the laws applicable in the Abu Dhabi Global Market.
22. Resolving Problems
We are confident that we will provide you with a high quality service but should you have any queries or concerns regarding our service please contact the partner identified in the Engagement Letter immediately.
Should any dispute or claim arise out of or in connection with this agreement or the Engagement, we and you will attempt to resolve the dispute or claim in good faith in the first instance by negotiation. If such negotiation is unsuccessful, we and you may agree to seek to resolve the dispute or claim by mediation. If it is not possible to resolve the dispute or claim by negotiation or mediation, then it may be dealt with by legal proceedings or arbitration as provided below.
In relation to any legal action or proceedings arising out of or in connection with this agreement or the Engagement (whether contractual or non-contractual obligations), or the formation, breach, termination or invalidity thereof, (“Proceedings”) shall be exclusively and finally settled by arbitration to be conducted by a single arbitrator in accordance with the rules of the International Chamber of Commerce (ICC). The seat of arbitration shall be Abu Dhabi Global Market (ADGM), Abu Dhabi, United Arab Emirates. Hearings shall be held in Abu Dhabi, United Arab Emirates. The arbitrator shall be appointed by the ICC in accordance with its rules.
24. Data Protection
In order for us to provide the services as set out in our Engagement Letter, we will process personal data, which may include sensitive data. Processing personal data may include making credit and money laundering checks and storing the results. But your personal data will not be held for longer than we consider necessary for the purposes for which it is processed. The words “data”, “personal data”, “processing”, and “sensitive personal data” used in this paragraph have the meanings given to them in relevant Saudi data legislation.
As a data subject you have the right to object to direct marketing and you may withhold (or at any future time withdraw) your consent for this purpose by contacting us in writing at our main office address (given below) or by following the opt-out instructions provided on our marketing communications.
Your personal data will be processed, and we may disclose your personal data to others as stated below, or if they are your own advisers as explained in the terms related to Confidentiality under our Terms of Business.
As part of these Terms you are giving positive consent for yourself and for those individuals whose personal data you may provide to us, such as your employees:
- for us to obtain, store and process information about you in connection with the provision of our services;
- for us to use the information we hold about you to contact you from time to time including by post, e-mail, SMS or telephone to bring to your attention additional services or products which may be of benefit to you;
- for us to use your personal data in order to conduct appropriate anti-fraud checks. We may also disclose it to a credit reference agency (this may leave a soft footprint but will not affect your credit rating) or fraud prevention agency, which may keep a record of that information;
- for us to use your personal data in order to process any payments from you (which may include passing personal data to any payment provider we use);
- for our own internal purposes in connection with risk management matters and resolving disputes;
- for producing statistics and other information relating to our business, without identifying you personally; and
- so that we can monitor telephone calls and electronic communications for the purpose of ensuring compliance with our legal and regulatory obligations and internal policies.
References to “you” and “your” in the above list apply also to those individuals whose personal data you may provide to us.
Under current Saudi data legislation, as a data subject you have rights which you may choose to exercise, such as ask us to delete data about you.
Save for those jurisdictions where specific consent is required, unless you expressly tell us otherwise you agree that we may disclose to third parties that you are or have been our client.
We may disclose that you are a client and describe in general terms the work we do for you unless you ask us not to do so in writing, including through deal announcements, marketing submissions, and ranking and awards filings. You also permit us, and hereby grant a license to the Firm to use your logos and trademarks in its deal announcements, marketing submissions, and ranking and awards filings, and license relevant third-party publishers to similarly use your logos and trademarks. However, we will not, without your consent, disclose that we are acting, or have acted, for you on a particular matter if the matter remains otherwise confidential. This may include providing information to legal directories who wish to contact you for your opinion on our services and the Firm’s official website and media accounts; we assume this is acceptable in the absence of objections.