We aim to provide you with legal services of the highest quality. It is important therefore that we and our clients share an accurate understanding of the basis on which we provide our services and how we operate.
In providing our services, we require your full cooperation and assistance and of all those working with or for you. We will rely on you to provide or cause others to provide us with the information and assistance which is necessary to perform our services in a timely and effective manner.
Conflicts of Interest
Before accepting instructions we will carry out an internal conflict search to ensure that to the best of our knowledge and belief we have no conflict of interest which would affect our acting for you on the particular matter. We will contact you immediately if we discover that we have such a conflict.
We are bound by professional rules regarding conflicts of interest and the situation may develop where, because a conflict of interest arises, we may have to cease acting for you unless we are able to obtain the relevant waivers in respect of such conflict of interest form the third party and yourselves. Even where no conflict exists, there may be occasions when we act for, or are aware of information regarding, other clients who may be in a similar business to you or whom you may consider as your competitors. We will be under no duty to disclose such information to you where such disclosure would be a breach of confidence owed to another client or third party.
Evidence of Identity
In accordance with best practice, we operate anti-money laundering procedures pursuant to which we need to obtain satisfactory evidence of the identity of our clients and to retain a copy of such evidence before commencing work on your behalf. The precise nature of the evidence required will vary according to circumstances, including the nature of your organisation or trading vehicle (where you are not instructing us an individual) and of your instructions. The information we require is as set out in the Engagement Letter and/or Retainer Agreement (as may be applicable).
Unless otherwise agreed with you, our charges are based on the time we spend and will reflect the experience and expertise of the lawyers involved in the matter. Our work is recorded in units of 6 minutes. Our charges will include but is not limited to meetings with you and others; advising; reading, preparing and working on papers; correspondence; internal discussion; making and receiving telephone calls; research; obtaining information; attending meetings and any waiting and travelling time.
Our hourly rates are detailed in the Engagement Letter which we will send to you for each matter on which we are instructed. Our rates are subject to review from time to time to take account of any changes in our overheads and other costs. Any increase in our charges will normally take effect on 1 January of each subsequent year. In relation to any ongoing matters, any change will be notified to you in writing.
Our rates are exclusive of VAT and disbursements (see 6 below) and this will be added where applicable.
We are always prepared to estimate in advance the amount of time that may be required for any particular piece of work. Unless otherwise specified, any estimate of charges given will be exclusive of any VAT and/or disbursements.
Where an estimate is given, you should understand that it is given in the light of assumptions based on our current knowledge of any matter and our current assessment of the amount of work necessary to fulfill our instructions. If any of the assumptions prove to be incorrect or our instructions are altered, we may need to revise the estimate to reflect any additional fees which are likely to become payable as a result, but we will keep you informed of any significant changes to the estimate as the work progresses.
Disbursements are additional expenses incurred by us. Unless otherwise agreed, a flat fee of 5% on the charges for time spent will be made for printing, photocopying, telephone calls, faxes and secretarial support. Other disbursements and out of pocket expenses are charged at cost.
Disbursements may be subject to VAT and this will be added where appropriate.
We will render bills at times to be agreed between us or, in the absence of agreement, on a monthly basis and on completion of each matter. We reserve the right to ask for payment on account prior to undertaking any work including to reflect the work actually carried out where the matter is transactional and covered by a fixed, capped or estimate fee arrangement.
All our bills are payable on presentation.
All payments on account of our fees and disbursements should be sent to us by cheque or by bank transfer to the bank account indicated by us.
We will not in any case accept a payment in cash.
If you have any query about any of our bills, please contact the relevant partner as soon as possible.
Late Payment of Bills
If any of our bills are not paid within 30 days of presentation, we reserve the right to charge you interest on the bill at the relevant bank rates from the date on which payment of our bill is due. Interest will be charged on a daily basis.
In addition, if any invoice remains unpaid we reserve the right to decline to act any further on the matter in question and on any other matters in respect of which you have instructed us.
Payment on Account
It is our policy to ask for a payment on account of costs and with all our clients to ask for a payment on account before incurring large disbursements. Any payments on account required will be requested in our letter of engagement or subsequent correspondence.
Such money will be held in a client account as required pursuant to the law. At the conclusion of the matter, we will return any balance to you, after we have deducted any outstanding monies in respect of our fees and disbursements and any applicable VAT thereon.
Limitation of Liability
If you incur any expenses, damages, losses or liabilities whatsoever (including, without limitation, legal fees) in connection with or arising from the provision of our services or as a result of any advice we have given or have failed to give you, whether as a consequence of negligence or otherwise, and our liability to you as a result is established, our total aggregate liability to you for an event or series of connected events shall in no circumstances exceed the maximum professional indemnity cover that we have from time to time in relation to the relevant matter.
Joint and Several Liability
Where you have a number of advisers, including ARS Law & Advisories, advising you on a matter, there is a risk that we will be prejudiced by any limitation of liability which you agree with another of those advisers. You agree that our position will not be adversely affected by any other agreed limitation of liability with any of your other advisers. Consequently, we will not be liable to you for any amount in excess of our proper share of a joint and several liability which we are not entitled to recover from any other of your advisers by reason of your agreement to limit their liability.
We will respect the confidential nature of any information or documents which we receive from you and your other advisers while acting for you. We will not disclose any information or documents confidential to you, to any person outside the firm or to any person within the firm without your prior consent (unless in our opinion that person needs to know that information to assist in the conduct of the matter or we are required to do so by any law or regulation or professional or ethical rule or guideline applicable to us). As you will understand, we owe the same duty of confidentiality to our other clients and, therefore, we will not disclose to you any information which has been given to us in confidence by any other person in relation to any other matter, without that person’s prior consent.
We do, on certain occasions, outsource certain of our office services to third party organisations, such as but not limited to bulk photocopying, but only after taking into account the level of confidentiality of the subject matter, and subject to contrary instructions from the client. In such circumstances, we will take appropriate measures to maintain client confidentiality, both in relation to the third party organisation and to its employees working on our matters.
You agree that where we have acted for you on a matter which is in the public domain (or is otherwise not confidential), that we may disclose that we have acted for you in the matter concerned, provided that we do not disclose any details of the transaction which are not publicly known.
Storage of Papers and Documents
After completion of your work we will retain your papers in store for a period of 6 years, unless you request or agree otherwise. We reserve the right to charge you for the cost of this storage, if the volume of papers is large. Thereafter we may destroy your papers unless we receive written instructions from you beforehand not to do so.
Use of electronic mail
The use of email is particularly convenient as a means of communication, and for the sending of draft documents as attachments, and we shall use email to correspond with you on a general basis, unless you instruct us otherwise.
Although we take the integrity of our system very seriously, and take reasonable precautions to ensure that communications are virus free, you are probably aware that the effectiveness or security of email as a method of transferring confidential and often commercially sensitive information cannot be guaranteed unless sophisticated encryption technology is used. Accordingly, we cannot guarantee the security or confidentiality of the email system. Further, the operation of the internet cannot guarantee that an e-mail sent by you to us will actually reach us or its intended recipient. Similarly, we cannot guarantee that our e-mail will reach you. You should seek confirmation of safe receipt of urgent or sensitive e-mail by contacting us by telephone. Similar considerations apply to communications by fax.
Unless you instruct us otherwise, you agree that we may correspond with you or on your behalf by e-mail and you accept that such communications may not be secure or confidential and that they may not necessarily reach their intended recipient and that we cannot accept responsibility for any loss which you may suffer as a result of the use of e-mail for communication. Similar considerations apply to communications by fax.
We are confident that we will provide you with a high quality service in all respects. If however you have any queries or concerns about our work please raise them initially with the relevant partner or group head. If you still have issues which are not resolved to your satisfaction, please raise them with the partner(s) specified in the engagement letter or, failing that, with the firm’s other Partner(s) in charge of office management in writing.
It is our policy to send legal updates by way of email to all clients listed in our database. By virtue of engaging us to provide you with legal services, you accept to receive legal updates in the form of electronic alerts sent to your email free of charge.
If you do not wish to receive such updates from us, please follow the instructions in the email containing the update to unsubscribe.
Liability Insurance Cover and Recovery of Costs
In certain circumstances, it may be possible to recover costs from another party. Please bear in mind that the amount of our costs may be greater than the amount recoverable from another party and you will remain responsible for paying the firm’s costs in full regardless of any order for costs made against another party. Wherever costs are awarded in your favour, the court or similar body will decide how much is to be paid by way of your costs. Our rates reflect the nature of our practice as an international commercial law firm which may mean that our rates are higher than the guideline rates used by the relevant court or similar body.
Where you instruct us in respect of any potential liability on your part, you should ascertain as soon as possible whether you are covered by any relevant insurance in respect of either your liability or legal expenses. If you are so covered, you should inform us and notify the insurers of the possible claim and of our involvement as soon as possible.
We will discuss with you if relevant, whether your potential liability for another party’s costs may be covered by specially purchased insurance.
Termination of our Appointment
You may terminate your instructions to us in writing at any time and you will remain liable for all our charges incurred up to the date of termination.
If at any time the outstanding amount due to us for invoices rendered to you becomes excessive we may consider whether we can continue working. We will give reasonable notice if we decide to stop acting. In accordance with normal practice, we may retain all papers and documents including any monies held in escrow for you in our client account while there is money owing to us for our charges and expenses.
It is important to us that any concerns are promptly raised so that we can deal with them appropriately. You agree that, before commencing any legal action against us in relation to any allegation of negligence or breach of duty, that the firm’s complaints procedure shall have been exhausted.
Law and Jurisdiction
You agree that these terms and conditions and any non-contractual obligations arising from or in connection with them, are governed by the laws of Tanzania and you submit to the exclusive jurisdiction of Tanzanian Courts to decide any matter in connection with or arising out of our acting for you.
In any case where it is intended that legal proceedings shall be issued against us (or any partner(s) or other individual(s) from ARS Law & Advisories) in any jurisdiction, we may elect that the relevant dispute, difference or claim be referred for arbitration to a person appointed jointly by the parties and where such joint appointment fails within 30 days after our election in favour of arbitration then by the Chairman for the time being of the Tanzania Institute of Arbitrators. Our election in favour of arbitration must be made within 42 days of receipt of written notice of your intended claim against the firm. Any arbitration shall be subject to the provisions of the Arbitration Act (Cap 15) the language of the arbitration shall be English and the place of the arbitration shall be Dar es Salaam. The arbitral tribunal shall apply the substantive laws of Tanzania in determining any such dispute, difference or claim. Such arbitration proceedings shall, so far as permitted by law, be final and binding on the parties and not subject to appeal.
In the event of any intended or actual legal proceedings between the parties, it is agreed that neither party shall make any public pronouncement or comment on the dispute or disclose any details of the dispute to any third party (apart from professional advisers assisting with the dispute itself) without the written consent of the other party.
Legal Proceedings (Contentious Matters Only)
The Civil Procedure Code (Cap 33) governs the conduct of civil litigation in the courts in Tanzania and the Criminal Procedure Act (Cap 20) governs the conduct of criminal litigation in the courts in Tanzania. We will, of course, provide detailed guidance on how these rules affect the handling of your dispute, where appropriate, but there are certain matters of general application of which you should be aware.
Exchange of Information
We are required by law to file at the Court prior to the commencement of any action (a) all documents in support of your case; (b) a list of witnesses; (c) a letter of demand before action; and (d) any other documents as may be ordered during the pre-trial conference and case management meetings.
Accordingly, we will require you to provide us this information in advance of commencement of proceedings.
These will be required in statements of case/plaints (also known as pleadings) and certain other documents used in litigation.
The affidavit verifies that the person making the statement believes that the facts stated in the document are true.
In the case of documents submitted on behalf of a company or corporation, the statement of truth will require to be made by a senior person in the company or corporation namely a director, company secretary/manager duly authorised to do so by a Board resolution. In the case of a partnership, it will have to be made by a partner or a person having control or management of the partnership business.
In addition, an in-house legal representative employed by a party may sign an affidavit.
A member of this firm can sign an affidavit on your behalf in certain exceptional circumstances, for instance if he has personal knowledge of the matters. However, if we do so it will be taken as a statement that we have been authorised to do so and that in signing the statement of truth we are confirming your belief that the facts stated in the document are true.
If a false statement in a document verified by an affidavit is made without an honest belief in its truth the person who made it, or the person who authorised it, could be subject to contempt of court proceedings.
It will be plain that we will need to consider carefully with you who should make or authorise any an affidavit which may have to be made in relation to any litigation.
Non-party access to documents filed at Court
You should note that it is possible for non-parties to obtain from the Court copies of documents which you or another party to the proceedings have filed at Court save for courts which are not courts of register (for example) such as the Commission of Mediation and Arbitration. Save in very exceptional cases, all documents filed in Court are considered public documents and are ordinarily available to the public.
Disclosure of documents is an important part of the litigation process. If appropriate, we will send you our standard memorandum on this subject with these terms. You will note, in particular, that relevant documents (which are very widely defined) must not be destroyed and that care should be taken about the creation of documents in the future. All officers and employees and any other agents concerned in the litigation should be informed of this advice.
Out of court settlement
Courts are very keen to encourage the parties to use amicably settle matters, in cases where this is appropriate. In many cases, especially in the High Court, the Court will want to know whether the parties have tried to reach an out of court settlement.
In any proceedings you will remain liable to pay our fees, notwithstanding that the Court may make an award of costs against the other side. You should be aware that if costs are awarded against the other side the costs awarded are not likely to cover the entirety of the fees and disbursements that you have incurred. There is always the risk that the other side will be unwilling or unable to pay any costs that are so awarded.
Even if you are successful, the other side may not be ordered to pay all our fees and disbursements or these may not be recovered from them in full. If this happens, you will have to pay the balance of our fees and disbursements.
If you are successful and the Court orders the other side to pay some or all of our fees and disbursements, interest can be claimed on them from the other side from the date of the order or award. We will account to you for any such interest which we receive to the extent that you have paid our fees or disbursements on account but we are entitled to the rest of that interest.
You will also be responsible for paying the fees and disbursements of seeking to recover any costs that the court orders the other side to pay-In some circumstances, the court may order you to pay another party’s costs; for example, if you lose the application or case. The money would be payable in addition to our fees and disbursements. We will discuss with you whether our fees and disbursements and your liability for another party’s costs may be covered by insurance and, if not, whether it would be advisable for you to have insurance to meet the other party’s costs.
The court may at any stage summarily assess costs for payment by one party to another. Payment is usually required within 14 days of such assessment or order. If such an order is made against you, we will notify you forthwith and you should arrange for payment to be made within the time stated.
We will of course inform you immediately if any costs order is made against you.
Finally, you should be aware that if the other side is publicly funded it is very unlikely that you will be able to recover any of our fees and disbursements.
It is the firm’s policy to conduct all of its business in an honest and ethical manner. The firm takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its relationships and business dealings wherever it operates and to implementing and enforcing effective systems to counter bribery and corruption. We are required by law to uphold all laws relevant to countering bribery and corruption within Tanzania and abroad. The firm will not engage in any conduct that violates the anti-bribery laws of Tanzania being the Prevention and Combating of Corruption Act, 2007 or any other laws in offshore jurisdictions which may govern the firm’s activities and will perform its duties in full compliance with such legislation.