General Terms of Business

These General Terms of Business (the “Terms”) govern the relationship between iThinklegal (“we”) and each of its clients (“you”).

By signing an engagement letter with us (the “Letter”), you agree that these Terms apply to, form part of, and are legally binding in respect of all of the services described in the Letter (the “Services”) we provide to you.

We reserve the right to amend or update these Terms from time to time. Any amendment shall be published on our website and shall become effective upon publication. You will be notified of any material amendment, and your continued use of our Services after such notification shall constitute your acceptance of the amended Terms.

1. Conflict of interest

1.1. You agree that we are under no duty to disclose to you or use on your behalf any information in respect of which we owe a duty of confidentiality to another client or any other person. Further, if we are not engaged by you at a given point in time, you agree that, unless prohibited by applicable laws or professional rules, we are entitled to accept other instructions to act in respect of the subject matter of your previous instructions, provided we do not disclose to or use for the benefit of another client, any information or documents in respect of which we owe you a duty of confidentiality.

1.2. You agree that, without detracting from our duty of confidentiality to you, as set out above, and subject to applicable laws and rules of professional conduct, we may now or in the future without your consent be instructed in matters by your competitors or other clients whose interests are or may be opposed to or in conflict with your own (or with your related persons, entities or affiliates).

1.3. However, where we are acting for you on an engagement, we will not act for another client in relation to the same or a related engagement unless and to the extent that it is permitted to do so under the applicable laws and professional regulations. In particular, we will not act where a conflict of interests – or a significant risk of such a conflict – exists, unless we are permitted to do so by virtue of these rules, and, where necessary, you have consented to such representation.

1.4. We conduct conflict checks at the outset of every engagement, but our firm advises a considerable number of clients in relation to complex and multi-jurisdictional matters, and the firm may not always be able to anticipate all such occasions and will need to rely on you to immediately inform us if you become aware of any potential conflict. If a conflict arises, you agree that it will be up to us, taking account of applicable professional rules and law, and your and each other client’s interests and wishes, to decide whether we should continue to act for all parties, for some parties only, or for no parties whatsoever.

2. Document retention

We are entitled to exercise a lien (a right of possession) over all documents held on your account until full payment is received in respect of any and all outstanding invoices. If you decide to appoint a new law firm, we will release all documents to them only upon receipt: (i) of all our outstanding fees and expenses, and (ii) of an undertaking from your new lawyers to protect our right over your documents handed over to them for outstanding legal costs.

3. Protection of client confidences

3.1. We are mindful of our obligation to preserve our clients’ secrets and confidences; accordingly, it is important that we agree from the outset what kinds of communications technology we will employ in the course of this representation. Unless you specifically direct us to the contrary in writing for purposes of this representation, you agree that it is appropriate for us to use fax machines and e-mail, as well as cellular communication devices, in the course of the representation without any encryption or other special protections. Please notify us if you have any other requests or requirements in connection with the methods of communication, or persons to be included or copied in the circulation of documents relating to the representation.

3.2. You accept that we will necessarily need to share information across the firm’s lawyers and personnel, and with other allied firms, for the purposes of ongoing representations in individual mandates. Information will also be exchanged between the entities for the purposes of conflict checking and for research, firm management, training and administrative purposes. We will, and will endeavor that our lawyers and personnel, treat your information confidentially as if you were their direct client. If you object to us sharing your information in this manner, please let us know immediately.

3.3. You agree that, unless you instruct us otherwise and always on the basis that such disclosure may occur without waiving or losing any applicable legal professional privilege, we may disclose in confidence any relevant documents and information to your other professional advisers (not limited to those whom we are instructing on your behalf).

3.4. On occasion, our clients request that we release information about the services we provide to third parties retained by such clients, including e-billing platforms and legal analytics firms. In the event that you request us to provide information to such third parties and we agree to do so, you acknowledge that we have no liability for any loss or unauthorized use of information that may occur in connection with our provision of such information, whether through a breach or other information security default of the third party or through other circumstances. You also acknowledge that we do not bear any responsibility for any loss or weakening of the attorney-client privilege or any other privilege or protection that may come about as a result of our fulfilling any such request.

4. Intellectual property rights and knowledge management

4.1. Unless we expressly agree otherwise, the copyright and other intellectual property rights in the original materials which we generate for you belong to us and will remain our property. However, provided our bills are paid in accordance with the Letter, you are permitted to make use of that material for the purpose of this representation.

4.2. We may use all documents created by us in the course of any matter for legal training, forms and research purposes, without attribution to you. For knowledge management, research and training purposes, we may also retain and make accessible to our lawyers and personnel copies of opinions and advice from third parties, which we have obtained in the course of acting for you.

5. Privacy

5.1. Our privacy policy describes our practices with regard to our collection and use of personal information in the course of our business, including in the course of providing legal services for our clients. Our privacy policy is accessible at https://www.ithinklegal.com/privacy-policy.php and is updated from time to time, we encourage you to review it regularly.

5.2. You represent and warrant to us that any personal information relating to third parties and which you provide to us, is collected, used, and shared by yourself in accordance with applicable data protection laws. In addition, you agree to provide us with reasonable notice of any proposed transfer by yourself to us of data which include personal information and, to the extent necessary to comply with data protection laws, to provide a copy of our privacy policy to any third party whose personal information is transferred by yourself to us.

5.3. In no event, shall we retain, use, sell or disclose any third-party personal data received from yourself for any purpose other than for the specific purpose of performing the Services except as may be required and/or permitted by law.

6. Third party electronic communication providers

We advise against the use of third-party electronic communication programs, such as WhatsApp, for transmitting confidential information to us, as we cannot vouch for the security of any information transmitted through the use of such programs. If you choose to communicate with us by using any such program, such communication by you will be treated as your consent for us to communicate with you using that program.

7. Publicity

You agree that we may, as part of our public marketing efforts, identify you as a client of iThinklegal and indicate the nature of the Services provided to you and the results achieved, so long as we do not disclose any confidential information or secrets as defined by applicable laws.

8. Reporting duties – KYC and compliance checks

Legislation concerning money laundering, terrorist financing, and financial sanctions imposes a legal obligation on us in certain circumstances. Where we know or suspect that a matter involves money laundering or a breach of financial sanctions, we may be required to (i) disclose relevant information to the appropriate regulatory authorities; (ii) cease providing Services; or (iii) take such other actions as may be required under applicable law, regulation, or order. If, while we are acting for you, it becomes necessary to make such a disclosure, the law may prohibit us from informing you that a disclosure has been made or from explaining the reasons for it. To the extent permitted by law, we will inform you of the issue(s) identified and the actions we may need to take.

We conduct know-your-client (KYC) and client due diligence procedures in accordance with applicable laws and professional regulations in respect of our clients. You represent and warrant that: (i) all information and documents that you provide to us in the context of our KYC review, due diligence and compliance checks are true and accurate in all respects; (ii) you have conducted, and will continue to conduct, adequate KYC, due diligence and compliance checks on your counterparties, partners, shareholders, officers, employees, agents and any other relevant third parties involved in the relevant matter.

You shall fully indemnify and hold us harmless from and against any and all claims, liabilities, losses, damages, penalties, fines, costs and expenses (including legal fees) arising out of or in connection with any allegation, investigation, enforcement action or proceeding relating to money laundering, terrorist financing, breach of financial sanctions or other financial crimes involving you or any of your counterparties or related third parties.

9. Our liability

9.1. Our liability to you is limited to the cases in which we may commit a gross negligence or willful misconduct. In all events, our total liability to you will not exceed under any circumstances the amount of the fees paid to us in connection with your representation. When such representation is on an annual recurrent basis, our liability will not exceed the amount of one year’s fees provided that these fees have been duly received by us.

9.2. For the avoidance of doubt, it is expressly agreed upon that we shall not under any circumstances be liable for any indirect loss, consequential loss, loss or profit, loss of opportunity and the like.