DR&G General Terms of Business

DR&G General Terms of Business

DOKLESTIC REPIC & GAJIN GENERAL TERMS OF BUSINESS

(version applicable as of 4 May 2020)

  1. GENERAL PROVISIONS

1.1. These General Terms of Business (“General Terms”) represent general conditions subject to which (i) joint law office Doklestic Repic & Gajin (short name: Doklestic & Partners), with its registered seat at Bulevar Oslobodjenja no. 203, 11000 Belgrade, Republic of Serbia (“ZAK” or “We”) and (ii) lawyers and attorneys at law engaged by ZAK, including the attorneys at law founders of ZAK (“Lawyers”), provide legal services to natural persons and legal entities who engage ZAK and/or the Lawyers for the provision of legal services (“Client” or “You”).

1.2. ZAK and the Lawyers shall be hereinafter jointly referred to as “DR&G”.

1.3. DR&G provides legal services in accordance with the laws of the Republic of Serbia according to the Law on the Legal Profession of the Republic of Serbia, and in cooperation with local qualified lawyers from the relevant jurisdictions, DR&G is capable to provide Legal Services also in accordance with the laws of (i) Bosnia and Herzegovina, (ii) Montenegro, and (iii) North Macedonia (“Legal Services”).

1.4. Every provision of Legal Services to Clients by DR&G is subject to these General Terms. By engaging DR&G for the provision of Legal Services, the Client accepts that DR&G will provide the services in accordance with these General Terms.

  1. ESTABLISHING COOPERATION

2.1. In establishing cooperation with the Client, DR&G shall appoint one of the lawyers-founders of ZAK to be the responsible partner for the Client (“Responsible Partner”). During cooperation with the Client, DR&G may change the Responsible Partner for that Client, on DR&G’s initiative or at the Client’s request.

2.2. The Responsible Partner shall negotiate with the Client the terms of engagement of DR&G, which will be included in the agreement for the provision of legal services to that Client by DR&G (“Engagement Agreement”).

  1. ENGAGEMENT AGREEMENT

3.1. The Engagement Agreement shall in principle be concluded in the written form or by exchange of e-mails between DR&G and the Client. This communication shall include the agreed scope of the Legal Services and the agreed fee for the Legal Services.

3.2. In case DR&G has already started with the provision of Legal Services to the Client, or has already provided such Legal Services to the Client, without having prior signed the Engagement Agreement, the Engagement Agreement shall be considered as e-mails exchanged between DR&G and the Client, which include the agreed scope of the Legal Services and the agreed fee for the Legal Services. The Client accepts that the person who on behalf of the Client exchanged such e-mails with DR&G was authorized to take such action (to bind the Client) on behalf of the Client towards DR&G with regard to the provision of the Legal Services.

3.3. If DR&G and the Client agree on a new engagement subsequent to the conclusion of the Engagement Agreement, this will not terminate the existing engagement, but the existing engagement shall continue to be in force unless the new Engagement Agreement would specifically prescribe that the old engagement would be terminated by the new one, or if it would regulate the same scope of services to be provided by DR&G.

3.4. These General Terms shall be an integral part of the Engagement Agreement regardless of its form and shall be applied whenever DR&G provides Legal Services to the Client.

  1. ENGAGED LAWYERS

4.1. For every instance of provision of the Legal Services to the Client, DR&G shall engage adequate Lawyers, who have the necessary expertise in the relevant area of law for which the Client requires Legal Services.

4.2. As the Client may request legal assistance in different areas of law during cooperation with DR&G, DR&G may engage different Lawyers for the provision of the Legal Services to the Client – depending on the type of the Legal Services requested by the Client.

4.3. When determining the team of Lawyers which will be providing the Legal Services, DR&G shall ensure that the Legal Services to the Client shall be provided in a satisfactory manner without making unnecessary costs to the Client with respect to the number of Lawyers engaged.

4.4. The Client may propose engagement of specific Lawyers for a particular job for which DR&G shall be engaged by the Client. DR&G shall endeavor to meet all such requests from the Client, to the extent practicable, taking into a consideration work organization in DR&G and the existing professional obligations of the Lawyers.

  1. CLIENT’S TEAM

5.1. When concluding the Engagement Agreement or giving DR&G instructions for a specific assignment, the Client may explicitly or tacitly specify one or more of the Client’s representatives that will be engaged by the Client in relation to the provisions of the Legal Services by DR&G (“Client’s Team”).

5.2. DR&G will include all members of the Client’s Team equally in the correspondence, unless the Client’s Team member giving instructions for a specific assignment stresses that certain Client’s Team members are not to be included in the correspondence for that specific assignment.

5.3. When the Client’s Team consists of several persons, DR&G will act in accordance with the instructions given by any of those persons, unless the Client specifically points out that instructions to DR&G shall be given by a specific member of the Client’s Team.

5.4. If the Client specified a Client’s Team in the Engagement Agreement, when receiving the first instruction from a person who is not a member of the Client’s Team, DR&G will ask one of the persons designated in the Engagement Agreement as member of the Client’s Team to confirm that DR&G may provide Legal Services based on instructions from that third person. After receiving such confirmation, that person shall be considered a member of the Client’s Team. If the Client wishes to change a member of the Client’s Team, the Client must notify in writing (including via e-mail) DR&G’s Responsible Partner.

5.5. If the Client has not explicitly specified the Client’s Team in the Engagement Agreement or afterwards, DR&G will be authorized to accept and act upon instructions from any member of the Client’s business organization which DR&G receives from an e-mail account used by the Client.

  1. NON-LEGAL SERVICES

6.1. DR&G does not advise in relation to any business, financial, tax or any other non-legal issues. If the Client requests these services to be provided, DR&G may recommend advisors to the Client to act on these matters or DR&G may engage advisors to act on these matters.

6.2. DR&G may assist Clients in providing translation services in any language, by engaging expert translators (“Translation Services”).

6.3. In any case, DR&G does not accept nor it bears any responsibility for the work of any of these persons which DR&G recommended to the Client and which DR&G engaged on the Client’s request or approval for the purpose of provision of non-legal services to the Client.

  1. FEES AND COSTS

7.1. In principle, DR&G charges for Legal Services provided to the Client based on the amount of time spent by the Lawyers on Client’s matter (“Hourly Rates”). Hourly Rates shall be agreed between DR&G and the Client in the Engagement Agreement. When calculating the time spent on the Client’s affairs, DR&G will include meeting with the Client and any time spent travelling, considering, researching, preparing and working on documents, correspondences, and making and receiving of telephone calls.

7.2. In some situations, it will be possible to agree a fixed fee in advance that shall be paid by the Client to DR&G regardless of the invested time in work (“Fixed Fee”) or Hourly Rates with the maximum amount to be paid to DR&G for certain work (“Cap”).

7.3. When the fee estimate is provided by DR&G to the Client for a certain work, without agreeing on a Fixed Fee or a Cap, any given fee estimate is given only as a guide to assist the Client with calculations and shall not be considered as if a Fixed Fee or a Cap has been agreed. For a Cap or a Fixed Fee to be agreed, it is mandatory to explicitly state “Cap” or “Fixed Fee” in the Engagement Agreement. These two types of fees (Cap and Fixed Fee) cannot be agreed orally.

7.4. DR&G makes no promises regarding the specific results of the provided Legal Services or result of a legal proceeding in which it represents the Client; therefore, DR&G is entitled to the fee for the provided Legal Services even if the intended business or other goals of the Client were not reached. However, in certain cases it can be clearly and explicitly agreed in writing in the Engagement Agreement that the fee that DR&G is entitled to charge the Client depends on the achieved results.

7.5. Unless otherwise specifically agreed in writing, DR&G fees (Hourly Rates, Caps, Fixed Fees or otherwise as agreed with the Client) are always expressed in euros (EUR) and payable in line with the applicable laws of Republic of Serbia.

7.6. DR&G is authorized in the name of and on Client’s behalf to incur such expenses related to the provision of Legal Services which DR&G considers necessary and/or required in order to carry out the work. Unless otherwise agreed with the Client in the Engagement Agreement, for the costs above EUR 300, DR&G needs the Client’s approval. The Client shall reimburse to DR&G all such incurred costs. Also, DR&G may ask the Client to pay for such expenses and disbursements in advance. Amongst other things, expenses may include: court fees, fees for Translation Services, administrative fees, fees of other persons engaged by DR&G with Client’s permission, search and registration fees, courier service expenses, etc. The Client shall in particular reimburse to DR&G expenses for travel and accommodation incurred whilst travelling away from the office for matters directly related to subject work. DR&G charges for all expenses on a real cost basis. All costs shall be clearly specified in invoices issued to the Client.

  1. VAT

8.1. Services provided by DR&G and charged to the Clients may be subject to the value added tax (“VAT”). In that case, the VAT (on rate applicable in that moment) shall be additionally calculated and provided in the invoice for the agreed DR&G’s fee – which is always agreed between DR&G and the Client free of VAT.

8.2. VAT may be applicable with regard to invoicing expenses which DR&G had to pay for the Client.

8.3. In principle, Legal Services provided by DR&G to the Client who is not from the Republic of Serbia are not subject to VAT in the Republic of Serbia.

  1. INVOICES AND PAYMENTS

9.1. In principle, DR&G shall invoice the provided Legal Services to the Client on a monthly basis, usually by issuing an invoice by the 10th in the month for the services provided in the previous month. DR&G and the Client may agree on a different dynamic of invoicing for the provided services. Likewise, DR&G is entitled to issue an invoice for the provided Legal Services immediately after their provision.

9.2. In certain cases, DR&G may request from the Client to pay the whole or part of the fee to DR&G in advance prior to the provision of the Legal Services.

9.3. Each invoice issued by DR&G includes a detailed specification of the provided Legal Services, engaged Lawyers, time spent for each particular action taken for the Client, calculation period, clear calculation of DR&G’s fee, as well as expenses that DR&G had in relation to the provided services.

9.4. The Client shall state all its objections to the invoice to DR&G within eight (8) days as of the receipt of such invoice. Otherwise, it shall be considered that the Client does not have any objection concerning the invoice that the Client accepted, and that the Client agrees with the invoice.

9.5. Invoices issued to Clients in the Republic of Serbia shall be calculated in Serbian dinars (RSD). Invoices issued to the foreign Clients shall be calculated in euros (EUR), unless otherwise agreed with the Client. Invoices issued in RSD shall be calculated per selling rate of DR&G’s commercial bank on the date of invoicing.

9.6. Invoices are paid in the currency stated in them, by paying them to DR&G’s bank account, stated in each invoice issued to the Client. In accordance with the regulations governing the legal profession in the Republic of Serbia, every DR&G invoice shall be issued by an attorney at law-founder of ZAK (in principal, by the Responsible Partner).

9.7. Unless otherwise agreed with the Client, the deadline for the payment of invoices shall be fifteen (15) days as of the date when the invoice was issued. If the invoice specifies some other payment deadline, that deadline will apply instead. If DR&G does not receive the invoiced amount by the specified deadline, DR&G keeps the right to charge the Client statutory default interest. Moreover, in addition to the statutory default interest, if the invoices are denominated in RSD, and if the invoices are overdue and if there is a decline of the local currency exchange rate against the EUR from the date on the invoice to the date of payment of more than 5%, DR&G shall have the right to calculate and to subsequently charge the Client the difference caused by the fluctuation in the exchange rate.

9.8. If any payment by the Client to DR&G is overdue, DR&G also reserves the right to suspend or terminate the work for the Client until all outstanding sums are paid in full.

  1. LIMITATION OF LIABILITY

10.1. DR&G shall be responsible exclusively and only for the actual damage (in Serbian: stvarna šteta) suffered by the Client as a direct consequence of the Legal Services provided to the Client by DR&G. To the fullest extent permitted by the applicable law, DR&G is not responsible to the Client for any lost profits the Client may suffer in relation to the provision of Legal Services by DR&G.

10.2. The maximum monetary liability of DR&G towards the Client is capped to the lesser of the following alternative amounts: (i) the maximum amount of coverage under DR&G’s professional indemnity insurance applicable at the time, or (ii) an amount equivalent three (3) times of the fees charged to the Client for the specific work done on the matter from which the Client’s alleged claim originates. This amount includes all damages, costs and interests which might be awarded against DR&G.

10.3. The Client shall submit a claim against DR&G within thirty (30) days as of the date of the learning of the damage occurred due to the Legal Services provided by DR&G. Otherwise, the Client shall not be entitled to make any claim against DR&G.

10.4. By concluding the Engagement Agreement with DR&G, the Client confirms that it shall not have any receivables and shall not file any claim, lawsuit, proposal or any similar action against any natural person (including those being engaged as the Lawyers) in relation to any matter for which the Legal Services have been provided to the Client. Accordingly, every lawsuit which the Client wants to file may be related only against DR&G or the Lawyers as commercial entities, and not against natural persons that are engaged by DR&G (including the Lawyers). In any case, the above stated limitations of liability shall apply.

10.5. The limitations of liability as described in this section shall apply to all Legal Services provided by DR&G to the Client, unless DR&G and the Client agree differently in writing.

  1. TERMINATION OF PROVISION OF LEGAL SERVICES

11.1. DR&G and the Client are each entitled to terminate their cooperation at any moment.

11.2. Unless longer periods are provided by the applicable law, in case of termination of cooperation, the notice period is thirty (30) days, during which period DR&G must provide the Client with Legal Services regarding issues that may not be delayed, and to present all original documents that the Client requests, and the Client has to pay all unsettled DR&G invoices, and the invoice for the Legal Services provided by DR&G during the notice period.

  1. GOVERNING LAW AND JURISDICTION

12.1. These General Terms and the relationship between DR&G and the Client with regard to provision of the Legal Services shall be governed by the laws of the Republic of Serbia, excluding its conflict of laws rules.

12.2. For resolving all disputes that might arise between DR&G and the Client in relation to provision of the Legal Services, the court of competence shall be the competent court in Belgrade, the Republic of Serbia.

  1. FINAL PROVISIONS

13.1. Unless prescribed otherwise in the Engagement Agreement, by engaging DR&G for the provision of the Legal Services, the Client acknowledges it is familiar with these General Terms and other DR&G’s policies and legal statements found at doklestic.law.

13.2. DR&G’s failure to enforce any one or more of the rights contained in this General Terms at any time or for any period cannot under any circumstances be interpreted as a waiver of such a right or rights.

13.3. By accepting the General Terms, the Client agrees that nothing in these General Terms, or any other related agreement is intended or can be construed to be enforceable by any third parties or any person that is not a party to such agreements and terms.

13.4. The Client agrees not to provide to any third person DR&G’s work, without prior written approval of DR&G.

13.5. DR&G accepts no responsibility towards third parties for any aspect of DR&G’s professional services or DR&G’s work that is made available to them, regardless of that being available with or without acceptance of DR&G. Third persons may rely on DR&G’s work only upon DR&G’s written approval, under conditions which will be agreed between DR&G and respective third person with regard to particular legal advice.

13.6. DR&G retains the copyright and all other rights in all the documents provided to the Client. The Client is granted a nonexclusive license to use such documents for the purpose for which they are provided but not for any other purpose without first obtaining DR&G’s consent.

13.7. The invalidity or unenforceability of any of the provisions of these General Terms shall not lead to invalidity of other terms and shall not affect the remaining provisions which shall continue to bind both parties (DR&G and the Client).

13.8. These General Terms, the Engagement Agreement, as well as all other correspondence between DR&G and the Client, determine all conditions which were agreed between them in relation to the work to be provided by DR&G to the Client.

13.9. In the event of any conflict between these General Terms and the Engagement Agreement, the Engagement Agreement shall prevail.

13.10. These General Terms shall apply as of 4 May 2020.