Jacobson Attorneys Terms And Conditions Of Appointment

Terms of appointment version 4.2 02 January 2011

TERMS OF APPOINTMENT

1. Definitions In these terms and conditions of use 1.1.

clause headings are for convenience and shall not be used in its interpretation;

1.2.

unless the context clearly indicates a contrary intention an expression which refers to any gender includes the other genders, a natural person includes an artificial person and vice versa, the singular includes the plural and vice versa;

1.3.

the following expressions shall bear the meanings assigned to them below and cognate expressions shall bear corresponding meanings – 1.3.1.

“the ECT Act” means the Electronic Communications and Transactions Act 25 of 2002;

1.3.2.

“intellectual property” means, collectively, the patents, copyrights (and moral rights), trademarks, designs, models, brands, names, trade names, graphics, icons, hyperlinks, know-how, trade secrets and any other type of intellectual

property

(whether

registered

or

unregistered

including

applications for and rights to obtain or use same) which we own, license, use and/or hold (whether or not currently) on or in connection with this website; 1.3.3.

“know-how"

means

all

the

ideas,

designs,

documents,

diagrams,

information, devices, technical and scientific data, secrets and other processes and methods we use in connection with this website, as well as, all available information regarding marketing and promotion of the products and services described in this website, as well as all and any modifications or improvements to any of them; 1.3.4.

“products and/or services” means the products and/or services we offer from time to time;

1.3.5.

“RIC Act” means the Regulation of Interception of Communications and Provision of Communication Related Information Act 70 of 2002;

1.3.6.

“terms of use” means these terms and conditions of use, as amended from time to time;

1.3.7.

“trademarks” means those trademarks we own (or which we are designated as beneficial owner) and any other trademarks, designs, logos, style names, tag lines and slogans which we own or have the right to use or any derivative service offerings of, and applications for, any of same;

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Terms of appointment version 4.2 02 January 2011

1.3.8.

“We”, “us”, “our” and “Jacobson Attorneys” means Paul Jacobson trading as Jacobson Attorneys;

1.3.9.

“website” means each and every website we own, host, operate or administer including, but not limited to, the websites located at or accessed through http://webtechlaw.com and http://jacobson.co.za;

1.3.10.

“website material” means the contents of this website, including without limitation, all and any information, data, documents, intellectual property, material, products (including software) or services contained in, accessed through, or downloaded or obtained from this website which we own;

1.3.11.

“you” means users of and visitors to the website as well as any other person seeking to interact with or obtain information from the website,

1.4.

when any number of days is prescribed such number shall exclude the first day and include the last day unless the last day falls on a Saturday, Sunday or public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or a gazetted public holiday in the Republic of South Africa;

1.5.

all annexures, addenda and amendments to these terms of use shall be deemed to form an integral part of these terms of use.

2. Introduction 2.1.

Jacobson Attorneys practices South African law.

2.2.

These terms of appointment (“our terms of appointment”), any annexures comprise the agreement between you or your company and Jacobson Attorneys that is our terms of appointment (“our agreement”). By instructing us, you agree to be bound by our agreement which sets out the terms and conditions upon which Jacobson Attorneys will act for you, as amended by us from time to time.

2.3.

Our terms of appointment will be published to our website and are available from our offices on request.

You are deemed to be familiar with these terms of

appointment and it is therefore your responsibility to: 2.3.1.

request a copy of these terms of appointment; or

2.3.2.

obtain an updated copy of these terms of appointment from our website.

3. Contact details Our contact details are as follows: Paul Jacobson Phone

083 444 8260 Page 2 of 13

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Terms of appointment version 4.2 02 January 2011

Paul Jacobson Fax

086 683 1731

Email

[email protected]

Skype

pljcbsn

Instant Messaging (Jabber/GTalk)

[email protected]

Web

The website

Physical address

94 Athol Street, Highlands North, Johannesburg

Postal address

P O Box 189, Melrose Arch, 2076

4. Instructions 4.1.

Initial instructions must be confirmed in writing by a person who is authorised to instruct us. In giving us instructions, you warrant that you have the requisite authority.

4.2.

Where there is more than one of you each of you warrant each of you have the requisite authority to instruct us and that any one of you can give instructions on behalf of all of you.

5. Fees and disbursements 5.1.

Our fees are based upon an appraisal of the value of the professional advice and services rendered, giving appropriate consideration in each case to: 5.1.1.

The time and labour required and experience of those performing the services;

5.1.2.

The complexity, novelty and difficulty of the issues raised and the skills required;

5.1.3.

The urgency with which we were instructed to deal with the matter (in particular, the necessity to work outside normal hours may lead to Increased rates);

5.1.4.

The contribution made, responsibility assumed, amount involved and results achieved;

5.1.5.

The number and length of documents prepared and reviewed;

5.1.6.

Where and when the work was carried out; and

5.1.7.

Any extraordinary efforts required to meet special constraints or other requirements imposed by the client or the circumstances.

5.2.

We have a number of fee options available to our clients:

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Terms of appointment version 4.2 02 January 2011

5.3.

5.2.1.

Hourly fees;

5.2.2.

Fixed fees; and

5.2.3.

Retainer fees.

We prefer alternative fee structures to our hourly fee structure which are aimed at providing you with better value for your money and greater certainty as to what you are spending on legal fees.

You can find more information about these

options below. 5.4.

Hourly fees 5.4.1.

Hourly billing is not our preferred method of billing our clients. That being said, circumstances may arise where it is either not possible, feasible or desirable to agree on a fixed or retainer fee.

5.4.2.

Therefore, unless otherwise agreed, we operate on an hourly fee basis. Our standard hourly rate is R1 500 per hour.

You agree that we may

increase our hourly rate or change our fee structure from time to time. Where we change the fee structure applicable to you, we will endeavour to notify you at least a month in advance. 5.4.3.

We require that you pay us a deposit up front. The amount of the deposit we require, which will vary depending on the nature of the matter, must be paid upfront unless otherwise agreed. You are also required to maintain the deposit by paying our invoices in full, irrespective of the deposit we hold. Work on your file will commence once the deposit has been received in full.

5.4.4.

At the end of each month we will invoice you for work done that month and deduct our fees and disbursements for that month from the deposit unless we have agreed otherwise (for example, where you invest money with us, this investment will only be disposed of on the terms we have agreed or as permitted by law).

5.5.

Fixed fees 5.5.1.

Certain matters or projects lend themselves to fixed fees. Typically these projects have very specific deliverables and may include preparation of documents, a report on a set of issues and so on.

5.5.2.

These fees vary from project to project and, as with all our fees, we will quote you upfront. Please let us know if you have budgetary constraints so we can assist you where possible either through easier payment terms or an otherwise modified quotation.

5.5.3.

We do require a deposit before we begin work on the project. Depending on the proposed fee, the deposit may equal the proposed fee or it may be a

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Terms of appointment version 4.2 02 January 2011

percentage of that fee. We will include details of the deposit in our initial quotation. 5.6.

Retainer fees 5.6.1.

Retainer fees are ideal for clients who either require ongoing work or who wish to instruct us to handle work over a longer period of time than is usually the case.

The latter type of work includes litigation or similarly

protracted matters. 5.6.2.

This fee model involves regular payments of a set fee to cover all work done in the period concerned. A good example is a regular monthly fee to cover various attendances for a client during the course of a month.

5.6.3.

As part of our effort to simplify our billing process, we are standardizing our general purpose retainer fees to give our clientʼs a choice which retainer fee they prefer based on how much time they require from us. These retainer fees include a discount on hourly rate-based fees for the same number of hoursʼ work. These retainer fees may change over time.

5.6.4.

Please note that retainer fees are not refundable if you do not make use of the full amount of time provided for in your retainer fee. For example, a retainer fee of R10 500 which allows for up to 8 hours of work is not refundable if, in a given month, we only perform 5 hours work.

5.6.5.

Our retainer fees are agreed to periodically and are subject to regular review by both you and us to ensure that you receive the most value from the retainer fee and this arrangement remains economically viable for us. Retainer fees mean more certainty for you because your fees are capped at a fee that is set based on your requirements. You only pay for certain costs and you wonʼt receive invoices from us for petty charges like phone calls, faxes and so on. Please feel free to contact us for a quote.

5.6.6.

Retainer fees are payable in advance and by the 25

th

day of the month

immediately preceding the month in which we perform our services. For example, we must be paid by 25 January for work to be done in February. 5.6.7.

Clients who prefer not to pay retainer fees in advance will be asked to pay an appropriate deposit in advance of any work being done. In these cases th

the retainer will be payable by no later than the 25 day of the month in which the work is done. 5.6.8.

You may opt to have retainer fee arrangements automatically roll over or terminate at the end of a predefined time period. The default position is that the retainer fee arrangement will terminate at the end of its predefined time period unless you notify us, in writing and one month in advance, that you wish to continue with the agreed retainer fee. Page 5 of 13

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Terms of appointment version 4.2 02 January 2011

5.6.9.

Where the retainer fee arrangement terminates, we will default to an hourly fee in respect of further work you wish us to do for you. You are free to negotiate a new retainer fee at any time once the previously retainer fee arrangement has lapsed.

5.7.

Disbursements 5.7.1.

The following disbursements will be charged to your account, are included in our invoices to you and are payable on presentation of our invoices:

5.7.1.1.

Disbursements paid to third parties on your behalf or charged by those third parties for services rendered on your behalf;

5.7.1.2.

Revenue Stamps as required;

5.7.1.3.

Sheriffʼs fees as charged;

5.7.1.4.

Counselʼs fees as charged.

5.7.2.

We do not charge you for the following where you have met the requirements of the fee structure you have selected or which you have defaulted to:

5.7.2.1.

Telephone calls under 5 minutes in duration;

5.7.2.2.

Communications with you in which we simply provide you with an update of your file without contributing further to the progress of your matter;

5.7.2.3. 5.8.

Travel costs within the City of Johannesburg.

General fee related comments 5.8.1.

Fee quotations remain valid for 30 days from the date the quotation is issued. Where a quotation is issued and accepted, that quotation will lapse if the work contemplated in that quotation does not begin within 60 days after the date the quotation is accepted due to any reason other than delays on our part.

5.8.2.

Please note that we will only begin working on your file once we have received the required deposit or the agreed fee where we have agreed on a fixed or retainer fee.

5.8.3.

We reserve the right suspend work on your file if our invoices remain unpaid after they fall due. Should our invoices remain unpaid within 20 days of the date on which payment was due, we will close your file. You agree to indemnify us and waive any claim you may have against us which may arise out of our suspension of work on your file or should we close your file due to non-payment of our invoices in full and on time. Page 6 of 13

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Terms of appointment version 4.2 02 January 2011

5.9.

We ask that you pay each invoice in full on receipt of the invoice unless we have agreed otherwise. All payments, whether in terms of our invoices or otherwise must be paid into our trust account, the details of which are as follows:

5.10.

Account holder

Jacobson Attorneys Trust Account

Bank

Standard Bank of South Africa Limited

Branch

Sandton

Branch code

01 92 05

Account number

042 984 815

We reserve the right to institute proceedings against you to recover the amounts due to us. This may include reporting the matter to the appropriate credit bureau. Should this be necessary, you agree that you will be liable for our costs on an attorney and client basis, interest on the unpaid amounts from their due date as well as any collection commission which may be due.

5.11.

Our services are provided by the firm as a whole utilising our total personnel, experience, precedents and other resources. Where there is more than one of you, your responsibility to us for fees shall be joint and several.

6. Financial Intelligence Centre Act 6.1.

The Financial Intelligence Centre Act (No. 38 of 2001) (“FICA”) imposes certain legal obligations on all law firms, including Jacobson Attorneys.

6.2.

One of our primary obligations in terms of FICA is that prior to acting for a client we are obliged to collect and verify certain prescribed information. Accordingly we attach schedules setting out the information we are obliged to obtain and the documentation to be furnished to us to verify such information.

6.3.

Please note that we will only begin working on your file once we have received the requisite FICA documents. The reason for this is that we are liable for severe penalties should we fail to comply with FICA.

6.4.

Please send the required documentation and information to us either by email, fax or hand delivery. Our contact details are set out above.

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Terms of appointment version 4.2 02 January 2011

7. Clients' money 7.1.

All clients' money accepted by the firm will be held in an account separate from the firm's money (this includes deposits).

This account is known as a “trust

account”. 7.2.

We reserve the right to pay fees and disbursements out of these funds unless these funds are to be specifically reserved for other purposes.

7.3.

By law, interest on balances in our trust account is payable to the Law Society unless you specifically instruct us to invest these funds in an interest bearing account for your benefit, in which case we will require a written mandate from you in this regard. If you would like further details of this, please do not hesitate to ask us. All clients' details are confidential (except under compulsion of law).

8. Insurance cover 8.1.

1

Professional indemnity cover is maintained through the Attorneysʼ Fidelity Fund .

9. E-Mail Communication and the Internet 9.1.

Although the majority of Internet messages reach their destination safely, as you may be aware the Internet is neither private nor secure, nor are there services that presently guarantee prompt and accurate delivery of these messages. Consequently we advise you, for security and reliability reasons, to carefully consider the risks of using the Internet for sending to us or receiving from us messages or documents which are confidential or time critical.

9.2.

If, however, you choose to contact us or send us documents, or ask us to communicate with you or send you documents via the Internet we will assume that you wish communications between yourselves and ourselves to be conducted via the Internet notwithstanding the security and reliability issues mentioned above.

10. Storage of files 10.1.

Generally we will retain all files in respect of your affairs for a minimum period of 5 years from the commencement of the matter. We may destroy such files as we consider appropriate after this period.

10.2.

Where possible we store documentation in a digital format on various forms of digital media in an effort to improve our quality of service. This practice may require that we have documentation in our possession converted into a digital format by third party service providers from time to time, which you specifically consent to. The costs of doing this will be dealt with in terms of 7 above.

1

you can find out more information about the Attorneysʼ Fidelity Fund at www.fidfund.co.za

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Terms of appointment version 4.2 02 January 2011

11. Copyright 11.1.

Copyright in and to documents and content generated for you in the course of carrying out work for you vests in Jacobson Attorneys.

11.2.

We license these documents and content to you under a Creative Commons Attribution No Derivative Works 2.5 ZA License.

12. Non-South African advice 12.1.

Where appropriate, on your behalf, we may be able to obtain advice on matters of foreign law from suitably qualified foreign legal advisers and for this purpose we shall be deemed to be authorised by you to disclose all relevant information to the foreign legal adviser.

12.2.

In such circumstances our role will be limited to obtaining and communicating the advice rendered by the foreign legal adviser without responsibility or liability on our part for the accuracy or content of such advice.

13. Termination of instructions 13.1.

If we cease to act for you, you will be responsible for fees and disbursements up to the date of termination and any fees and disbursements associated with the transfer of such work to another adviser of your choice.

13.2.

Please note that we reserve the right to withhold files and documents if fees and disbursements remain unpaid.

14. Disputes 14.1.

In the event that any claim, matter or dispute arises between you and us out of or in connection with your use of or access to the website then such claim, matter or dispute may, at our election, be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator appointed by the Foundation.

14.2.

Either party shall be entitled to have an arbitration award made an order of court of competent jurisdiction.

14.3.

Any dispute shall be deemed to have been referred or subjected to arbitration in terms of this clause when either party gives written notice to the other of the dispute, demands an arbitration and requests agreement on an arbitrator.

14.4.

The provisions of this clause are severable from the rest of these terms of use and shall remain in effect even if these terms of use are terminated for any reason.

14.5.

The parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

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Terms of appointment version 4.2 02 January 2011

14.6.

The arbitrator shall have the power to give default judgment if any party fails to make submissions on due date and/or fails to appear at the arbitration.

14.7.

Notwithstanding the above provisions, either party shall be entitled to institute action in any court of law of competent jurisdiction to obtain urgent interim relief or in our case, to collect any outstanding debts due and payable by you to us.

15. Governing law 15.1.

Jacobson Attorneys is operated from Johannesburg, Gauteng, Republic of South Africa.

15.2.

We both agree that these terms of use shall be governed by and construed and interpreted in accordance with the laws of the Republic of South Africa.

15.3.

You irrevocably and unconditionally consent to the jurisdiction of the Magistrates Court even though the value of your claim may exceed the ordinary monetary jurisdiction of the Magistrates Court.

15.4.

You also irrevocably and unconditionally consent and submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg.

16. Legal service of documents 16.1.

Jacobson Attorneys chooses the addresses above for all communication purposes under these terms of use, whether in respect of court process, notices or other documents or communications of whatsoever nature.

17. Privacy policy 17.1.

We shall take reasonable steps to protect your personal information.

For the

purposes of this clause “personal information” shall be defined as detailed in the Promotion of Access to Information Act 2 of 2000. 17.2.

As a firm of attorneys, we are bound by legal professional privilege which is yours to waive should you so desire. In the absence of a specific, written waiver of this privilege from you, we will hold all applicable information confidential and will not disclose this information except where required to do so by law.

17.3.

You consent to us collecting and processing your personal information for the purpose/s set out in this privacy policy. This personal information includes, but is not limited to, the following:

17.3.1.

name and surname;

17.3.2.

information about your business;

17.3.3.

contact details;

17.3.4.

address details; Page 10 of 13

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Terms of appointment version 4.2 02 January 2011

17.3.5.

identity and/or company registration information;

17.3.6.

email address; and

17.3.7.

your views and opinions about a variety of issues.

17.4.

We collect and process the personal information listed above in order to (but not limited to the following)–

17.4.1.

provide legal services to you based on your requirements and in accordance with your instructions;

17.4.2.

communicate requested information to you individually;

17.4.3.

communicate information to you as a member of a group, for example through newsletters; and

17.4.4. 17.5.

compile and maintain a client database for information purposes.

The personal information is collected directly from you either electronically or on paper or from publicly available sources of information including the Internet.

17.6.

Your personal information forms part of your file which we open when we first take instructions from you or receive a communication from you. We are required, by law, to retain our records for prescribed periods of time.

This includes your

personal information. 17.7.

Jacobson Attorneys may collect and process your personal information subject to the following:

17.7.1.

Jacobson Attorneys shall not disclose personal information to any third party unless you consent to such a disclosure;

17.7.2.

We shall disclose your personal information without your consent only where we are compelled to do so by law; and

17.7.3.

We may compile, use and share any of the information that does not relate to or identify specific individuals.

17.8.

In the event that you discover we hold personal information about you which is inaccurately or incompletely reflected in our records, you agree that it is your responsibility to notify us of this fact and to supply us with the accurate or complete information to enable us to address your concerns.

18. Should you wish to discuss any aspect of this letter of engagement, please contact us. 19. We look forward to being of assistance to you in this matter.

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Terms of appointment version 4.2 02 January 2011

FICA documentation required:

NATURAL PERSONS (SOUTH AFRICAN AND FOREIGN) Documents to be obtained: Identity Document

OR

Or Passport if foreign Utility Account (indicating OR client's residential address) (South African only)*

If the client cannot produce an Identity Document, another form of identity which bears a) photograph of person; b) full names or initial and surname; c) date of birth; d) identity number. Some other document indicating residential address or, as a last resort, a sworn statement is acceptable.

*For foreign individuals, instead of utility account merely obtain the residential address. It does not have to be verified.

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Terms of appointment version 4 02 January 2011

SOUTH AFRICAN NON-LISTED COMPANIES / CLOSE CORPORATIONS Documents to be obtained: 1

Certificate of Incorporation (CM1) / Founding Statement and Certificate of Incorporation (CK1) Notice of Registered Office (CM22) / Amended Founding Statement (CK2)

2 3

Letter from auditor/company secretary confirming trade name and main business address Identification document of principal executive officer (ie Managing Director or Chief Executive Officer) and details of his/her residential address and contact particulars (not required to be verified) Identification document of each person authorised to instruct Jacobson Attorneys (to be obtained from time to time when the person first instructs Jacobson Attorneys and thereafter need not be obtained again) and details of residential address and contact particulars (not required to be verified)

4 5

and where there is a member holding an equity interest of 25% or more, in respect of each such member, only one of the following 6. in respect of natural persons 61. Identity Document or passport and residential address and contact particulars (not required to be verified), or 7. in respect of companies 71. CM1 and CM22 and letter contemplated in 3 above (in respect of a company); or 72. CK1 and CK2 (if applicable) and letter contemplated in 3 above (in respect of a close corporation); or 73. in respect of a foreign company, official document issued by an appropriate authority, witnessing its incorporation and bearing its name and number of 74. incorporation and address where it is situated for purposes of incorporation; or 75. in respect of a legal person other than a company, close corporation or foreign company the constitution or other founding document in terms of which the legal person is created and which provides the name and address of such legal person; or 76. in respect of a partnership, document (Partnership agreement or confirmation from independent source) confirming name of partnership; or 77. in respect of a trust, letters of authority or copy of trust deed or other founding documents in terms of which the trust is created; or 8. alternatively to 7.1 to 7.7 above, any other confirmation from a reasonably acceptable independent source, which provides the information which would otherwise be contained in the above documents.

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