GVZH Advocates – Terms & Conditions

These terms and conditions of business, together with the provisions of the Letter of Engagement (the ‘Letter’) to which these said terms may be attached, set out the terms on which we accept instructions and charge for our services. If there is any conflict between any provision of these terms and any provision of the Letter, then the Letter will take precedence.

All capitalised terms not defined herein shall have the same meaning ascribed thereto in the Letter.

Engagement Terms

Where the Engagement (as defined in the Letter) has been accepted by a law firm or such other legal or accountancy professional, (and provided that in the context of services relative to the incorporation or registration of legal entities, the law firm or such other legal or accountancy professional will not be a shareholder, partner or beneficial owner of the Company to be registered or incorporated in terms of the Engagement), GVZH shall treat the law firm or such other legal or accountancy professional as an Intermediary. GVZH may request certain due diligence documents on the Intermediary in order that it may comply with its customer acceptance process.
The legal advisory and consultancy services provided by GVZH throughout the Engagement term shall relate exclusively to the Laws of Malta as are applicable on the date when such services are provided.
Expenses, including travel and subsistence, and goods and services purchased on the Client’s behalf, are recharged at cost. For overseas travel it is GVZH’s policy that its officers and staff use business class or equivalent.
GVZH shall be authorised to seek, at your exclusive cost and expense, additional professional advice, including accounting and tax advice, whether in Malta or abroad as GVZH may deem necessary provided that GVZH shall inform you of its intention to seek such additional professional advice and provide you with an indication of the relative costs prior to its engagement of any professional advisors.

Provided further that GVZH is hereby authorised to communicate any relevant information, whether confidential or otherwise, to any such professional advisors.
GVZH shall not be responsible (i) for any fees and/or disbursements due to such professional advisors and/or (ii) for any act or omission of such professional advisors unless GVZH has otherwise accepted such responsibility in writing.
The Client and GVZH shall respectively be entitled to terminate the Engagement for any reason whatsoever, provided that GVZH shall, in either case, be entitled to fees chargeable in terms of the Letter for services rendered until the date the Engagement is terminated or, if a fixed fee is chargeable in terms of the Letter, GVZH shall be entitled to pro rata consideration for services rendered until the date the Engagement is terminated.

Staff

The Client shall not offer employment to any GVZH officer or member of staff or induce or solicit any such person to take up employment with the Client; nor shall the Client use the services of any such person, either independently or via a third party, for a period of twenty-four (24) months following the later of (i) the end of such person’s employment or engagement with GVZH or (ii) his/her involvement with any of the Client’s business or other engagements assigned to GVZH.

Breach of this condition shall render the Client liable to pay GVZH liquidated damages equal to the aggregate salary or other fees payable by GVZH to the relevant officer or member of staff throughout the last thirty-six (36) months of that person’s employment or other engagement with GVZH.

Payment

Requests for payment are payable within thirty (30) days of receipt or such other time-period agreed upon between GVZH and the Client from time to time.
GVZHreserves the right to charge interest on any overdue amounts at the highest rate permitted by Maltese law.

Confidentiality

It is agreed that the terms of this Engagement and all professional legal services rendered by warranted advocates pursuant hereto are subject to the duty of legal privilege in accordance with the provisions of article 588 of the Code of Organisation and Civil Procedure (Chapter 12 of the Laws of Malta) and all services are subject to the duty of confidentiality in accordance with the provisions of the Professional Secrecy Act (Chapter 377 of the Laws of Malta). GVZH shall not disclose any confidential information procured pursuant to the Engagement unless otherwise authorised to do so in terms hereof or by you in a specific case or cases and/or if required pursuant to a legitimate request made in terms of any applicable law or by a competent court or authority.
GVZH may share all information and documentation provided by the Client with any of the Client’s service providers and all directors, officers, agents and employees of the Client, if applicable.
Subject to the provisions of sub-clause 4.7 below, ‘Confidential Information’ means all information that is disclosed by one party (the ‘Disclosing Party’) to the other party (the ‘Receiving Party’) whether or not it is marked or otherwise indicated as being confidential or proprietary, including without limitation, information about the Disclosing Party’s business methods and models, business plans, product release plans, computer programs, descriptions, specifications, definitions, screen displays, research, technology, existing or future products, billing systems, form and content of databases, customers and financial information and all copies of that information. ‘Confidential Information’ shall also extend to any such information relating to a third party which is disclosed by the Disclosing Party to the Receiving Party in connection with the services.
When Confidential Information is disclosed, the Receiving Party will keep that Confidential Information in confidence and will not disclose it to any person without the Disclosing Party’s prior written consent, other than to its employees who need to know the Confidential Information;
The Receiving Party will not use the Confidential Information, or permit others to use it, for any purpose other than for reasons directly incidental to the carrying-on of the services, and the Receiving Party shall notify its employees of its obligations and ensure that they understand and abide by the provisions of this Letter of Engagement.

Authorised Disclosure
If the Disclosing Party authorises the Receiving Party to disclose its Confidential Information to someone other than the Receiving Party’s own employees, the Receiving Party will take all necessary action to ensure that the Confidential Information is kept confidential, including, but not limited to, requiring that the recipient agrees to be bound by the provisions of this Letter of Engagement. For the avoidance of doubt, the provisions of this clause shall apply to disclosures that are made by the Receiving Party to consultants, agents and to any parent or affiliate company of the Receiving Party.

Exceptions
Confidential Information will not include: (a) information that was in the Receiving Party’s lawful possession before it was disclosed, without confidentiality restrictions; (b) information that the Receiving Party obtains from a third party on an unrestricted basis without breach of this Letter of Engagement or any other obligation of confidentiality by the Receiving Party or the third party; (c) information that is developed by the Receiving Party independently of both the Disclosing Party and any information received by the Receiving Party from the Disclosing Party; (d) information which the Receiving Party is required to disclose by any court order or government action, provided that the Receiving Party gives the Disclosing Party as much advance written notice of such order or action as is reasonably practicable in the circumstances.
If we are required for any reason (whether during the course of the Engagement or after it has terminated) compulsorily to disclose documents or to give information orally or in writing relating to any matter pertaining to your affairs pursuant to a court order, notice or demand served by an entity or person with the authority to compel such disclosure, then we shall comply. We will be entitled to be paid by 4.you for the costs of such compliance at our then existing hourly rates.
GVZH is keen to obtain publicity for work undertaken on behalf of a Client. In virtue of this provision, GVZH is authorised to publicly attribute, in general terms, any work which has been duly carried out for the Client in any proposals, legal directories and/or other similar portfolio submissions made to prospective Clients, unless the Client expressly requests GVZH to refrain from doing so in writing prior to the date of the public attribution. The authorisation so granted by the Client in virtue of this clause shall be subject to the condition that any work so attributed shall be in connection with a completed transaction and that it shall not diminish GVZH’s continued duty of privilege and/or obligation of confidentiality towards the Client in terms of law.
The Client shall keep confidential any methodologies and technology used by GVZH to carry out an Engagement, where applicable.

Intellectual Property

GVZH retains copyright in all material provided to the Client or otherwise generated in the course of carrying out or upon completion of the Engagement. Any reproduction of such material is prohibited without our prior written consent for a specific purpose.
The inclusion of GVZH’s logo/s and/or any reference/s to GVZH’s involvement in any project/s related to the Engagement including any public documents and/or internet websites shall be subject to GVZH’s prior written approval in all cases.
The handling and/or storing by GZVH of any intellectual property belonging or attributable to the Client in the course of the performance of its professional duties is hereby freely permitted by the Client unless and until the Client shall reasonably request GVZH to refrain from doing so.

Retention of Records

During the course of our work we will collect information from you and others acting on your behalf and will return, upon request in writing, any original documents to you following the conclusion of our engagement other than original documents procured in satisfaction of applicable initial and ongoing customer due diligence requirements.
Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than two (2) years old, other than documents which we consider to be of continuing significance. If you require the retention of any document in our possession you must notify us of that fact in writing before the lapse of the period indicated, the accommodation of which request shall be at the sole and absolute discretion of GVZH. GVZH reserves the right to levy a fee for the retention of documents beyond the said period of two (2) years upon your request.

Prevention of Money Laundering

The Client hereby agrees to make available to GVZH any and all documentation and other information necessary for GVZH to be in a position to carry out the required level of Customer Due Diligence in terms of and in accordance with the applicable International and local legislative framework relative to Anti-Money Laundering and Counter Funding of Terrorism, as well as the Financial Intelligence Analysis Unit’s (FIAU) Implementing Procedures. The aforesaid Customer Due Diligence process may include the determination as to whether a person is acting on behalf of another person; the identification and verification of beneficial owners; the purpose and intended nature of the business relationship; the establishment of the source of wealth and source of funds of the client.

In accepting the terms of this Letter of Engagement you acknowledge that if during the course of our engagement a suspicion of crime against the Prevention of Money Laundering Act (Chapter 373 of the laws of Malta) is encountered, GVZH is required to report the matter directly to the relevant authority without prior reference to yourselves or your representatives or advisors. GVZH may also need to suspend the services for a period of time or terminate the services without being able to provide reasons thereof to the Client. It should be noted that, in virtue of the foregoing, your right to confidentiality is waived limitedly to the extent of such a suspicion and the consequent report to the authorities.
The Client agrees that the services are to be provided subject to compliance by the Client with GVZH’s anti-money laundering, counter terrorist financing and sanctions obligations and ‘know your customer’ procedures. The Client therefore undertakes to provide any and all documentation and information as may be requested by GVZH from time to time to fully discharge GVZH’s statutory obligations on an ongoing basis, and to comply with GVZH’s client acceptance and customer due diligence procedures, as may be applicable from time to time. Client understands that GVZH is not bound to perform the services if Client does not comply with these requests to GVZH‘s satisfaction.
Client also acknowledges that GVZH is required to comply with the United Nations’, European Union’s and domestic sanctions regime. Furthermore, Client understands that GVZH may also adhere to sanctions imposed by the Office of Foreign Assets Control (OFAC) in the United States and the Office of Financial Sanctions Implementation (OFSI) in the United Kingdom. In this respect, Client acknowledges that GVZH may comply with such sanction regimes inter alia, freeze any assets which it holds in accordance with such sanction regimes. Client also agrees that GVZH shall not incur any liability for any loss or damage arising by reason of compliance with such sanction regimes.

Use of Electronic Mail

During the course of the Engagement you may send to us and receive from us communications by internet e-mail (including attachments to such e-mail). You recognise and accept all risks associated with this method of communication including (without limitation) lack of security, unreliability of delivery and possible loss of confidentiality and privilege. We will accept no responsibility or liability in respect of risks associated with the use of internet e-mail.
Data sent by us by internet e-mail is not routinely encrypted and so if you do not want us to use internet e-mail as a form of communication with you or if you require data to be encrypted then please advise us in writing.
We will use our best endeavours to protect the integrity of computer systems by screening for viruses on internet e-mail sent or received and would expect you to do the same.

Our Liability

Where we are acting for more than one person, any limit of liability prescribed in terms of the Letter will have to be allocated amongst such persons. If this allocation is not expressly stated in the Letter, such allocation will be a matter entirely for you. If for whatever reason no such allocation is agreed by you, then you will not dispute the limit of liability on the grounds that no such allocation was agreed.
Any limitation and exclusion of liability shall have no application in respect of any liability caused by our gross negligence or deliberate misconduct or in respect of any other liability which cannot lawfully be excluded or limited.

Whole Agreement

The terms hereof, together with the terms of the Letter of Engagement and the GZVH Privacy Notice set out the entire agreement between GVZH and the Client in connection with the
Engagement, unless varied, amended or terminated by agreement between the said parties.
No person has been authorised to give any representations on behalf of GVZH beyond the content of these terms and conditions, the Letter of Engagement and/or the GZVH Privacy Notice, and consequently any representations which have been or may be given shall not be relied upon.
In the event that any of the terms of provisions of any one or more of these terms and conditions, the Letter of Engagement and/or the GZVH Privacy Notice are or shall become invalid, illegal or unenforceable, the remainder shall survive unaffected.

Applicable Law

In the event of any dispute arising out of or in connection with the Engagement, the parties shall make every reasonable effort to resolve such dispute through good faith negotiation, and if the dispute cannot be resolved by negotiation, it shall be settled by arbitration in accordance with Part IV (Domestic Arbitration) of the Malta Arbitration Act and the Arbitration Rules of the Malta Arbitration Centre as at present in force. The appointing authority and administrator shall be the Malta Arbitration Centre. The number of arbitrators shall be three. The place of arbitration shall be Malta. The language to be used in the arbitral proceedings shall be English.

Notwithstanding the above, and only in the event of any dispute relating exclusively to any outstanding GVZH invoice, the Client acknowledges and accepts that GVZH may, in its sole discretion, submit any such dispute to the jurisdiction of the courts and tribunals of Malta.

September 2024

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