Astruc & Co. Legal Consultancy LLC (“ASTRUC & CO.”) is a law firm registered in the United Arab Emirates, Emirates of Fujairah, Sharjah and Dubai, with a branch office in Abu Dhabi and branch office, representative or cooperation offices and consultants in the Kingdom of Saudi Arabia, Oman, other GCC countries and in various other jurisdictions (the “Territory”).
ASTRUC & CO. provides legal, HR, business and management consultancy services to large, medium and small companies as well as to individuals and associations or Government entities. Its core values are both a high level of personal commitment to its clients, with serious considerations to ethical rules, and a skilled and professional handling of its client’s interests. A satisfied client who remains loyal to the firm or its attorneys and consultants is our priority and always lead ultimately to a healthy and ethical source of revenue for the firm.
With some of the cooperating attorneys or consultants having more than 45 years of professional experience, we believe that, coupled with a dynamic and modern management, we are in position to reach excellence and truly satisfying results for very reasonable fees.
The structure of the business model leads to the fact that, from client’s perspective, even though the services rendered may cover various jurisdictions and/or matters, there is one contact person for the services rendered and one source of invoices (unless mandatory local engagements apply).
ASTRUC & CO. will act for and on behalf of and any of its client and/or beneficiary and/or owner and/or partner it designates (designated jointly and/or severally hereinafter as “you” or “CLIENT”), on the terms set out below.
This Engagement Letter is a framework agreement that intends to be used as a source of rights and obligation of both parties throughout the period of cooperation between ASTRUC & CO. and CLIENT, and each time a new mandate is given; unless agreed otherwise, every such mandate shall be governed by this Engagement Letter. It does not constitute an exclusivity agreement and may be terminated under the terms provided hereto.
This Engagement Letter supersedes any previous terms of business issued by our firm.
1.1 We will agree the scope of our services at the outset of each matter on which you engage us and perform our services with reasonable skill and care. However, it happens and is accepted that urgent or crucial legal services may not necessarily be framed within a clearly defined scope of work and that general instructions are sufficient to engage us.
1.2 Unless agreed otherwise, our advice will be limited to the law of the Territory as in force at the time of our advice. We will not update our advice to reflect changes in the law or practice after its delivery unless agreed otherwise in writing.
1.3 Our role is to act as your legal adviser. It may be our role to advise you on commercial, financial or business matters but it has to be expressly requested by CLIENT and shall never be assumed to be within the normal scope of work of ASTRUC & CO. In particular, we may advise on the commercial or financial viability or merits of transactions, or on the business risks that may be associated with them but these advises are billed differently and must be subject of a special understanding.
1.4 Unless expressly agreed for a particular mandate, the scope of our services will not include advice on tax issues (including the tax consequences of transactions or other legal arrangements) or the accuracy or effect of any calculations or formulae in any documents you instruct us to review, translate or comment on.
1.5 You agree that during the course of our engagement you will:
1.5.1 give us clear and prompt instructions and cooperate with us to progress your matters;
1.5.2 safeguard and provide us with all the relevant information and documents likely to be required, or which we request, in connection with your matters; and
1.5.3 not ask us to work in an improper or unreasonable way; and
1.5.4 understand that we shall not be held liable in any manner if we are served with incorrect information; and
1.5.5 understand that we may refuse rendering the services if you ask us to perform unethical or unreasonable actions.
2.1 Unless agreed otherwise in writing, such as a lump sum, success fee, partially or entirely, or based on pro bono considerations , our fees will be calculated with reference to hourly rates and the time and effort devoted to your matters (in units of fifteen minutes).
2.2 Our hourly rates are based on the professional skills and experience of our partners and employees.
The table below provides an indication of our current range of hourly rates (AED) in the United Arab Emirates:
Hourly rates Lawyers: | Hourly rates Public Relation Officer: |
|---|---|
Emirati Partner: AED 4,000 Partner: AED 2,400 Senior Associate: AED 2,000 Junior Associate: AED 1,750 Paralegal: AED 1,500 | AED 500 |
2.3 For other countries where ASTRUC & CO. has offices or cooperation offices or consultants, please, do not hesitate to request to be provided with the schedule of hourly rates, especially in Singapore, Hong-Kong, New-York, London, Paris and other jurisdictions where the rates may be slightly higher than as stipulated above.
2.4 We reserve the right to propose an uplift to our hourly rate prior or in the early phase of a special mandate if justified in all the circumstances of such mandate, having regard to factors including its nature, complexity and importance to you.
2.5 We charge separately for disbursements (including court fees, advocate fees, expert fees and translation fees) and expenses (including photocopying, printing, travel, couriers and out of pocket expenses).
2.6 ASTRUC & CO. may request, on a case by case basis, an advance payment from CLIENT for professional services, or, as the case may be, out-of-pocket expenses, such as, without limitation, third party fees for professional services, filing fees, notary fees, translations services or other expenses. Any such advance payment remains CLIENT’s retention property as long as not consumed and can be claimed back any time. Amounts forwarded will be applied against fees or expenses, as they are invoiced by us to CLIENT. Translations from English to Arabic or Arabic to English are charged at a rate of AED 150/p.
2.7 Time spent traveling by our lawyers to attend meetings, court hearings etc. in the conduct of your matter is charged at the normal hourly rate.
2.8 Out-of-pocket expenses incurred by us on your behalf, including, without limitation, courier charges, bulk photocopying, notary and translation fees, and travel expenses , shall be charged to CLIENT at cost. If out-of-pocket expenses get over 1000 AED per month, CLIENT shall be informed in due time, prior further expenses to be engaged. Should CLIENT not be informed, CLIENT is entitled to refuse paying any invoice for Out-of-pocket expenses over 1000 AED for the concerned period. Translation from French to Arabic is charged at a rate of AED 350 per page. Translation from English to Arabic is charged at a rate of AED 150 per page.
2.9 CLIENT explicitly agrees to hold ASTRUC & CO. , its partners, employees, affiliated consultants and subcontractors (the “ASTRUC & CO. ’s Member”) harmless from any obligations, responsibilities and damages that have accrued or might accrue as a result of acting on behalf of and in the interest of CLIENT, and/or one or more of the group of companies it is affiliated to, and/or its employees or consultants or clients or any third party for which CLIENT is instructing ASTRUC & CO. if such harm results of the normal conduct of the services, except if it was caused by a gross negligence and/or fault of the ASTRUC & CO. ’s Member. The undertakings in this subparagraph also applies to activities carried out as a result of instructions given to ASTRUC & CO. by CLIENT. The right to compensation resulting out of the obligation to hold ASTRUC & CO. ’s Member harmless includes immediate payment on first request of all court fees in criminal, civil and administrative matters, other attorney’s fees, travelling costs, expenses for translation services, and all other costs related the aforementioned matters involved upon CLIENT’s instruction.
3.1 ASTRUC & CO. may act directly for CLIENT or organizes, as a multi-country or cross-country project manager, the rendering of services needed by CLIENT. If such appointment is deemed necessary by ASTRUC & CO. for the successful provision of the expected services, and ASTRUC & CO. does appoint on CLIENT behalf such third party, it being a real estate agent, a relocation company, a corporate service provider, or else, then we will do so on the following basis, unless we take responsibility for their doing or agreed otherwise in writing:
3.1.1 we will use reasonable care in selecting them regarding their competence and their solvency or professional liability insurance;
3.1.2 we will act as your agent in appointing such third parties which means that you will be the third party’s client, subject to their terms of business and responsible for their fees and expenses which we may charge you or ask the third party to charge you directly;
3.1.3 if we pay any third party’s bills on your behalf, we may invoice those bills to you as disbursements; and
3.1.4 you agree that we may share with such third parties any documents or information you have disclosed to us for the purpose of rendering the services and/or for the purpose of the clause of this Engagement Letter pertaining to Anti-money laundering.
3.2 The above does not apply to the instruction or engagement by us of another ASTRUC & CO. legal entity.
Unless we agree otherwise:
4.1 We will invoice CLIENT monthly or bi-monthly or weekly, depending on the workload and at our discretion. Each invoice will contain the description of the work performed and the names of the lawyers or consultant having performed services and the number of hours and rates charged by each individual lawyer or consultant. If you have any queries on any invoice, please raise them with the partner or senior lawyer responsible for the matter within 7 days.
4.2 We require our invoices to be paid no later than 7 days after the date they are issued. If any element of an invoice is queried, that part of the invoice which is not subject to query is payable within the prescribed period of time.
4.3If any amount owed to us remains outstanding more than 7 days after issue of a formal notice to pay the due invoice [Formal Notice to Settle Invoice], we may:
4.3.1 Charge your account with any expense incurred to collect the outstanding amounts, including those costs calculated on the basis of the hourly rate of the lawyers involved for collection;
4.3.2 May impose, additionally, an annual interest rates of 12% on the amount due; and
4.3.3 Claim any charge that was discounted on the services subject of the unsettled invoice(s); and
4.3.4 Stop acting on your behalf; and
4.3.5 Retain documents and papers belonging to CLIENT; and
4.3.6 Claim dispute costs against the client, including lawyers fees.
4.4 Where we are holding money for CLIENT on account or otherwise or as mentioned in clause 8 (Trustee Account / Séquestre), and unless otherwise agreed, we will not be obliged to account to CLIENT with any interest and shall not make use of such money for another purpose than the one mentioned in the request for transfer or the invoice.
4.5 All invoices will be rendered in the currency of UAE Dirham (AED), unless the services is provided by a ASTRUC & CO. cooperation office or consultant and that such a service is, in the interest of CLIENT better to be invoiced in the local currency of the third party lawyer/consultant.
4.6 Our fees are to be paid free of any withholding or deduction in respect of any taxes, duties or bank charges, including, without limitation, value-added tax (VAT). If ASTRUC & CO. is required by law to withhold or deduct tax, or if bank changes are deducted from your payment, then the amount of each invoice is to be treated as increased to the extent necessary to ensure that after any withholding or deduction we receive and retain a net sum equal to the amount of the invoice.
5.1 We are a regulated business and subject to rules of professional conduct with regards to conflicts of interest. Subject to some exceptions, those rules permit us to act for one client against another client on any matter (including disputes) provided that we are not acting for the other client in relation to the same or a related matter and we safeguard our clients’ confidential information. We are not to conduct any conflict check with third parties who cooperate with ASTRUC & CO. ; however, if such a third party is to be hired, we shall use all reasonable efforts to ensure that a conflict check is conducted and that rules under this clause 5 are complied with.
5.2 Similar rules apply in most countries where ASTRUC & CO. entities operate. So as to provide certainty to us both, you agree that:
5.2.1 if any issue is raised regarding our ability to represent you on a matter in the Territory, it shall be determined solely by reference to the rules of professional conduct applicable to our practice in the Territory; and
5.2.2 if any issue is raised in the Territory or any other jurisdiction as to whether our acting for you on a matter in the Territory might preclude another ASTRUC & CO. entity from acting against you in a separate matter, it shall be determined solely by reference to the rules of professional conduct applicable to our practice in the Territory.
5.3 We owe a duty of confidentiality to our clients, which is a key to our relationship and basis for your trust. We shall not disclose any confidential information we receive as a result of our engagement by you on any matter without your consent. You agree that we may disclose your confidential information:
5.3.1 where we are required (or permitted) to do so by applicable rules or law, or by order of a court or regulatory body of competent jurisdiction;
5.3.2 to other advisers or agents engaged by you (or us on your behalf) in relation to a matter on which we are engaged by you; and
5.3.3 to selected service providers who provide legal, financial and other business support services to us in the ordinary course of our business (including our professional indemnity insurers, auditors and bankers), subject to appropriate contractual terms that require them to protect your confidential information.
5.4 We owe a similar duty of confidentiality to our other clients. We will not disclose to you, or use for your benefit, any confidential information we hold for another client unless they consent to such disclosure.
5.5 You agree that if we hold confidential information about you which: (i) we obtained by reason of our engagement by you on a matter; and (ii) is relevant to a matter on which we act for another client (including any matter adverse to your interests), then we are not prohibited to act on that matter for that other client, however, provided we implement organizational and technical safeguards, such as information barriers, to preserve the confidentiality of your information, and we otherwise act in accordance with applicable professional rules with regard to conflicts of interest and confidentiality.
6.1 We may have a right to keep papers, documents and other property of yours which is in our possession until you have paid all monies due to us; however, this practice is not intended to be conducted by ASTRUC & CO. even in case of severe dispute and we shall be reasonable in withholding such a document. Where you request papers and documents to be sent to you or another person, we are entitled to make a reasonable charge for handling costs and delivery.
6.2 We will retain all papers and documents in relation to a matter (except for any papers and documents to which you are entitled and which you ask to be returned to you) for at least five years following the end of our engagement on the matter. You agree that we may destroy them after that five year period.
6.3 We may disseminate documents arising from client matters to our staff on internal databases or intranets (which are confidential to the firm). Please let us know if you do not wish us to do so in any particular case and/or towards a particular attorney/lawyer/consultant/staff member.
6.4 Upon Client’s written consent, which can be withdrawn at any time with immediate effect, we are allowed to display the logo and name of CLIENT on our website and other marketing material of ASTRUC & CO. whereby third parties would read and understand that CLIENT is our client, as long as CLIENT is indeed our client and mandates ASTRUC & CO. at least once a year for a new task. If such a written consent is given and not withdrawn, ASTRUC & CO. shall in no manner make any other use of CLIENT logo and name and nothing hereby grants ASTRUC & CO. any kind of license over any CLIENT’s intellectual property rights.
7.1 We are required by law to obtain evidence of your identity and in many cases the identities of related persons, such as directors, beneficial owners and persons instructing us on your behalf (where applicable). We may use electronic data sources and/or ask you to provide information or documents for this purpose.
7.2 If we ask you for information or documents (including originals or certified copies) you must provide them to us promptly. If we do not receive sufficient evidence of identity within a reasonable time of our request, we may not be able to act or continue to act for you. In that event, you will be liable for any work done up to the time we stop acting.
7.3 We may enquire as to the source of your wealth or any funds to be used in connection with your matters. You agree to cooperate with such enquiries and provide such vouching as we or third party authority or bank may reasonably require.
7.4 We may not accept funds from any source or person unless that source or person has been identified to our satisfaction and we have expressly agreed to accept funds from it. If we are unable or unwilling to accept funds from a particular source or person, you will remain responsible for the payment of our fees, disbursements and VAT and the discharge of any other liabilities which the funds were intended to meet.
8.1 Should ASTRUC & CO. be entrusted with funds from CLIENT, their employee, consultant or client, the following applies.
8.2 Any funds entrusted to ASTRUC & CO. as outlined under any relevant instruction, agreement, court injunctions or elsewise, shall be held until the purpose of the holding of funds is reached and ASTRUC & CO. shall only release the funds according to such instruction, agreement, injunctions or elsewise defined in the document which justified the transfer of funds to ASTRUC & CO.’s accounts.
8.3 CLIENT and ASTRUC & CO. will have to agree on case-by-case basis on the trust fee to cover the administrative costs and expenses related to the relevant funds on the ASTRUC & CO. trust account but in case no further agreement is reached, a standard trustee fee of 2% of the amount held in trust shall be charged and deducted from the same.
8.4 Under no circumstances shall ASTRUC & CO. be liable for any bank fees or charges or any deductions whatsoever whether made by any bank, government entity, tax authority or otherwise. Should this article 8 be applicable, CLIENT shall indemnify ASTRUC & CO. against any charges or fees that would result from the act of holding the relevant funds in addition to the trustee fee.
8.5 Under no circumstances will CLIENT claim interest or earning of any sort on the money held by ASTRUC & CO. on trust.
8.6 The trustee agreement created each time a trust amount is transferred to ASTRUC & CO.’s account shall automatically terminate when all of the funds have been disbursed in accordance with this article. Such disbursement shall constitute full and final discharge by ASTRUC & CO. of its obligations hereunder.
8.7 For the avoidance of doubt, neither ASTRUC & CO. nor any of their respective directors, employees, representatives, servants shall be held responsible for any default of CLIENT, their employee, consultants or client or any third party for which CLIENT is instructing ASTRUC & CO. in any way whatsoever arising from, out of, or in connection with the relevant obligations of CLIENT with regard to the purpose of the funds. CLIENT hereby undertakes to indemnify ASTRUC & CO. for any costs it incurs in relation to any legal dispute including but without limitation court costs, lawyer’s fees, in respect of the relevant purpose of the funds unless ASTRUC & CO. committed a gross negligence while performing its obligations.
9.1 Should CLIENT grant us or instruct any third party to grant us a power of attorney so to act on any of the latter’s behalf, ASTRUC & CO. shall only sign documents and/or act on behalf of CLIENT or the designated third party (the “Designated Third Party”) with the written authorization(s) of the issuer of the Power of Attorney (the “Issuer”). ASTRUC & CO. shall draft or review these individual written authorizations. A written authorization is sufficient to allow us acting on Issuer’s behalf if it complies with the following:
a) A written authorization must reflect the (exact) wording used in the document we shall sign or must specify exactly what has to be done or which clearly defined objective(s);
b) A written authorization must be signed:
i. either in front of us; or
ii. via email, confirmed by or confirming a phone conversation;
iii. when the document or the act is related to an asset to purchase or sell or generate a depreciation of assets in cash or in kind, the written authorization must be made in front of the public notary: in this case, a scanned copy of the document signed in front of public notary is sent to us via email (info@astruc-and-co.com) and the original couriered (express delivery) to our office. We can only sign on your behalf once we have received the scanned copy and have confirmation that the document is couriered to us with the relevant tracking number provided.
c) When the document to be signed or the action to be done is the direct and clear implementation of a written authorization already provided to us as mentioned above in a) or b), no additional written authorization is required.
9.2 The procedures described in 9.1 b).iii are complex and have a cost but are the guarantee offered by our firm that no transaction or action can be performed on Issuer’s behalf without a true written authorization and guarantee Issuer against any unauthorized use by any of our lawyers of such powers. This is also a guarantee for us that Issuer cannot – after our signature of document or the instructed acts is performed – contest the authorization(s) given to us. The approval and signature of the power of attorney in front of the Public Notary, until duly revoked, also include the approval of the procedures aforementioned and their associated costs in term of legal fees, notary fees and courier fees.
9.3 The provision of a Power of Attorney obliges us to follow Issuer’s instructions. If the instruction given to us is or could be from our understanding against Issuer’s own interest, we reserve the right to hold the legal representation and explain the risk of a prejudice; if the instruction is or could be, from our understanding, against any applicable law, we do reserve the right not to proceed with the instruction.
9.4 The provision of a Power of Attorney to us does not imply any obligation to provide legal advice about the document to sign or the act to perform unless explicitly requested by Issuer and CLIENT, herewith, guarantees irrevocably to hold ASTRUC & CO. ’s members, partners, associates and employees harmless against any claim or prosecution or proceedings as mentioned in detail in clause 2.10.
9.5 The Designated Third Party mentioned above is not our client; hence, legal advices are not, unless instructed otherwise, rendered to them but to CLIENT. There is a triangular relationship of stipulating party, promising party and benefiting party, however subject to the understanding that, unless we have a Engagement Letter with such Designated Third Party that was approved by CLIENT with regards to conflict of interests, if the instruction given to us by Designated Third Party is or could be from our understanding against CLIENT’s interests, we may act in the interests of CLIENT and, with its approval, refuse to execute the instruction of the Designated Third Party. CLIENT shall compensate ASTRUC & CO. for any dispute costs incurred in relation to, and for any claim or cause of actions that the Designated Third Party might raise against us.
10.1 You may terminate this Framework Agreement and Engagement Letter at any time by notifying the Partner in charge, in writing. No period of notice is necessary.
10.2 We reserve the right to terminate this Framework Agreement and Engagement Letter and cease to work on any matter after giving you reasonable notice in writing if we have a justifiable reason to do so. Without limitation, we will have a justifiable reason if:
10.2.1 you fail to comply with your responsibilities under clauses 1, 2, 3, 4 and 7 of these Terms;
10.2.2 in particular, you do not promptly pay a request for money on account or do not pay a bill within the due period;
10.2.3 we consider there to be a credit risk to us by continuing to act for you;
10.2.4 our continuing to act would be impractical, unethical or contravene legal or regulatory requirements; or
10.2.5 we reasonably determine that our continuing to act could expose us to the risk of breaching any primary or secondary sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America or that by reason of any such sanction, prohibition or restriction our professional indemnity insurance, if any is subscribed for a particular matter, might not respond in full in respect of a liability claim made by you in respect of our engagement.
10.3 On termination of our engagement, we will submit a bill to you for work done and disbursements incurred in respect of the period up to the date of termination, and necessarily incurred afterwards as part of the orderly termination of our engagement. This final bill, taken together with any previous bills for the same matter, will set out the details of the work we have undertaken for you until the date of termination.
10.4 The termination of the Framework Agreement and Engagement Letter does not affect the survival of a particular mandate that was subject of a specific agreement, whether related to a lump sum or a success fee which cannot be stopped or terminated without prejudicing ASTRUC & CO. ’s interests on the matter. If such mandates have been initiated without a special agreement in place, any work done under a lump sum that is to cease immediately due to the termination shall be billed on an hourly basis with a cap fixed at the lump sum, regardless of the progress made against the project under the mandate; any success fee shall continue being due if the efforts of the firm lead to a success within 6 months after termination. The last sentence of this clause may be superseded by any special agreement.
10.5 Unless otherwise terminated, our engagement on a matter will end when our work on that matter is completed and our final bill is rendered.
10.6 Any and all provisions of this Framework Agreement and Engagement Letter which, by its nature, is intended to survive such termination shall survive termination of our engagement, as will.
11.1 The rights and remedies available to us by virtue of these Framework Agreement and Engagement Letter are without prejudice to any other rights or remedies available to us.
11.2 Any failure by us to exercise or delay by us in exercising a right or remedy provided by these Framework Agreement and Engagement Letter or by law does not constitute a waiver of the right or remedy, or a waiver of other rights or remedies.
Neither you nor we shall be responsible for failure to perform our respective obligations concerning your instructions (save for your responsibility to pay our bills in full (for past completed services or incurred expenses) where any such failure is due to causes outside, respectively, your or our control, including sanctions, embargoes or similar action.
13.1 The contract between you and us in respect of our engagement, and any non-contractual obligations arising out of or in connection with such engagement, shall be governed by and construed in accordance with the DIFC Laws.
13.2 You acknowledge and agree that we may bring a claim against you in respect of the subject matter of such contract in any jurisdiction in which Client is located.
13.3 Save as set out in clause 13.2, and unless otherwise stated in our Framework Agreement and Engagement Letter, we and you agree that any dispute or claim arising out of or in connection with such contract or its subject-matter or formation (including non-contractual disputes or claims) shall be referred to the DIFC Court (Small Claim Tribunal) (the “Jurisdiction”).
13.4 Notwithstanding the foregoing, ASTRUC & CO., at its sole option, may choose to submit such dispute or claim to the commercial court where the CLIENT is registered or is resident or has known assets (the “Alternative Court”). If a claim in front of the Jurisdiction has been initiated by you at the time that we choose to submit the matter to the Alternative Court, then it is agreed that such Jurisdiction proceedings shall be discontinued unless the Alternative Court finds that we have waived such right by substantially participating in the Jurisdiction proceedings without having raised our right under this clause. You and we agree that:
13.4.1 we will each submit to the non-exclusive jurisdiction of the Alternative Court for the purposes of this clause; and
13.4.2 we will each waive:
13.4.2.1 any objection we may have at any time to the laying of venue of any proceedings brought in the Alternative Court;
13.4.2.2 any claim that such proceedings have been brought in an inconvenient forum; and
13.4.2.3 the right to object with respect to such proceedings that the Alternative Court do not have jurisdiction.
13.5 You and we agree that:
13.5.1 we will each submit to the non-exclusive jurisdiction of the courts of the Territory for the purposes of enforcing any judgment made pursuant to any proceedings;
13.5.2 we will each not challenge any judgment made pursuant to any court proceedings or judgment; and
13.5.3 we will each submit to the jurisdiction of that court for the purposes of those enforcement proceedings.
14.1 CLIENT understands and accepts considering the legal system in the country where ASTRUC & CO. operates, the professional liability of ASTRUC & CO. is limited to cases of gross negligence and/or fault. However, ASTRUC & CO. has been founded with the intend to comply with client’s expectations and therefore to provide its legal and other services on the highest possible professional level.
14.2 ASTRUC & CO. operates a procedure to help address any issues which CLIENT would like to raise and may execute a services audit to help solving a dispute. To discuss any matter we are handling or have handled on your behalf, please contact either your relationship partner involved in the particular matter or our managing partner, Mr. Romain Astruc
