INTRODUCTION

These terms of instruction are supplement or additions to the terms set out in the letter of engagement accompanying this document and apply to all work Michaelmas Chambers undertake for you. In any case of an inconsistency between any of the provisions of these terms and conditions and the letter of engagement, the letter of engagement shall prevail.

The following terms of engagement shall apply to all works carried out by Michaelmas Chambers for clients unless agreed otherwise in writing by a Partner of the firm. In these terms “the firm” “we”, “us” and “our” refer to Michaelmas Chambers and “you” and “your” refer to you, the Client.

You may direct all email correspondence to [email protected]

1.0.INSTRUCTIONS AND FEEDBACKS

1.1.It shall be assumed that whoever gives the firm instructions to provide services possess the actual authority to do so. 

1.2.Where instructions are given on behalf of a company, a limited liability partnership, a partnership or other organisation, we shall assume that these terms of instruction have been brought to the attention of the appropriate officers.  

1.3.Whenever possible, the firm shall request that you give or confirm your instructions to us in writing. If you do not confirm instructions in writing, we shall confirm your instructions in writing. 

1.4.To enable us act in your best interests, it is important that you provide us with all the relevant information that is available and that you keep us fully informed of any changes in your instructions. 

1.5.Our advice will in many cases be based wholly or in part upon information provided by you or on your behalf. Therefore, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided by you or on your behalf. 

1.6.The firm will update you by telephone or in writing with progress on your matter on a regular basis.

2.0.OFFICE HOURS

2.1.The firm’s office hours are 8:00 a.m. to 6:00 p.m., Monday to Friday. Where it is so necessary, you may contact us outside these hours, and please ask for alternative contact details if you require so to do. 

3.0.FEES

3.1.All work that is undertaken on your behalf will be recorded to ensure that you are charged accurately. All work we carry out on your behalf will be charged in accordance with applicable rates and/or as may be agreed upon. This will include time spent attending meetings with you or others, travelling, preparing and working on papers and documents, attending court, legal research, correspondence (including e-mails), preparing attendance notes and making and receiving telephone calls.

3.2.We may also provide you with an Invoice requesting payment before we begin work on a matter. An invoice, if accepted becomes a contractual commitment. If you instruct us to carry out work outside the scope of work for the agreed fee, you shall be charged an agreed rate/amount as you may be notified via an invoice from us. We reserve the right to charge additional fees on the same basis for material additional work arising from circumstances known to you when you accepted an invoice but did not disclose that additional information to us.

3.3.Payments may be made in instalments, depending on the agreement entered into with the Managing Partner of the Firm. Such agreements shall be made in writing and duly executed.

3.4.Acceptance shall be communicated by payment into the designated Bank Account of the Firm, whether the fees is being paid in instalments or in whole. The Firm shall also confirm such payment to you by issuing a receipt of payment.

3.5.Any estimate or invoice will be based on the information you have given to us. If the matter becomes more protracted than reasonably anticipated, complex or time consuming than can reasonably be anticipated or your requirements changed significantly or urgent deadlines are imposed, we reserve the right to revise any estimate provided to you.

3.6.Our charges are exclusive of VAT which will be added to your invoice at the rate in force at the relevant date. Our charges are subject to being reviewed annually.

3.7.We will provide you with information about your fees at regular intervals, and whenever possible, we will explain to you any changes in circumstances which may affect the costs. We aim to give you the best possible information, both at the outset and when appropriate as your matter progresses, about the likely overall cost of the work we are doing for you.

3.8.It is important that you bear in mind the possibility of an appeal against the decision of the lower court in litigation matters. In giving you any estimate of litigation costs, we do not allow for the further costs of any appeal by you or your opponent to a higher court.

4.0.DISBURSEMENTS & EXPENSES

4.1.Unless we are notified in writing to the contrary, we shall assume that we have the authority to incur the usual disbursements and expenses encountered in the course of the work we do for you. We shall consult with you before incurring any significant disbursements and seek your express agreement before incurring such disbursements.

4.2.Expenses relating to Counsel’s fees, expert fees, court fees, search fees, stamp duty, registration fees and bank fees are calculated and included in the invoice.  If we are required to travel on your behalf, all expenses incurred will be communicated and demanded for. These rates are in addition to charging for the time incurred in travelling at the agreed basis.

4.3.VAT will be added to all disbursements and expenses where applicable.

5.0.PAYMENT TERMS

5.1.Unless otherwise agreed in our letter of engagement, all invoices are payable upon receipt. Circumstances may exist that may entitle us to exercise a lien for unpaid fees, costs or expenses. The implication is that we may hold on to your papers and other assets in our possession pending payment of those fees, costs or expenses.

5.2.We shall invoice you per independent instruction received from you, except as may otherwise be applicable or agreed.

5.3.Unless otherwise stated, each bill issued to you is a final bill covering the total charge for the work carried out within the stated period or for the specific matter. Further, unless otherwise stated, each bill of charges has the status of a statute bill which means that in the event of non-payment we are entitled to issue proceedings for recovery through the courts after the expiration of one month from the date of delivery of the bill. A bill of charges also gives you certain rights to have the bill assessed by the court under the Legal Practitioners’ Act if you consider that you have been incorrectly charged. The rights to have a bill assessed are however subject to time limits and forfeited if an action is not taken by you promptly. You should note that your right to have a bill assessed is separate from your right to complain. We may also include in a later bill any specific expenses or disbursements incurred in an earlier period but not previously billed.

5.4.Our bills are payable in Naira, and if you send payment in other currencies you will be responsible for any conversion expenses and exchange losses. Payment should be made either by cheque drawn on a Nigerian bank or directly into our bank account.

5.5.You agree that our bills may be delivered to you electronically.

5.6.Where our bill remains unpaid for 28 days from the receipt of our Invoice for payment, we shall charge interest at 15% monthly till it is fully paid

6.0.YOUR OBLIGATION TO US

6.1.As part of these terms you agree to:

6.1.1.Ensure that we know the full background and all the circumstances of the matter before we commence work on your instruction, and while it is continuing;

6.1.2. Inform us, if any, of any assumptions on which our engagement letter is based which may appear to be inaccurate or unrealistic;

6.1.3. Inform us if your objectives change;

6.1.4. Inform us whether you have any insurance that might cover the fees, and whether the fees may be paid by someone else such as a trade union or your employer; and give us full and accurate instructions.

6.2.During the course of our work, you agree to:

6.2.1.Respond promptly to our requests for information, documents and instructions, particularly as some of our work is time-bound;

6.2.2.Tell us promptly about any approach by, or discussions with, any other party involved with the matter;

6.2.3.Tell us if you negotiate, or aim to negotiate any changes in the terms you have agreed with any other party;

6.2.4.Tell us promptly of any change of circumstances or progress in any aspect of the matter that you have to deal with; and

6.2.5.Tell us promptly if there is anything that you do not understand or that troubles you.

6.3.When we are instructed to act in a matter for more than one person, we may assume that (unless you tell us otherwise in writing):

6.3.1.Each of those people is authorised to represent all of you; and

6.3.2.They will each pass to everyone else any advice that we give them and will update everyone on the communications which we may have with them.

6.4.If you are not a private individual, we will accept instructions from anyone within your organisation who asks us to do any work for you. If you only wish us to deal with specific individuals, you should tell us this in writing.

7.0.CLIENT ACCOUNT & MONEY

7.1.Any monies that we receive either from you, or for you from a third party, will be held by us in our general client bank account (and not in a separate designated client account) subject to the provisions of the Legal Practitioners’ Accounts Rules 1964.

7.2.Without prejudice to the generality of the above paragraph we shall be entitled to retain (and not to account to you for) all and any interest earned on monies held by us as stakeholder.

7.3.In respect of all monies held or collected for you in our client account, you consent to our using such monies for our costs and disbursement that have been billed to you from time to time.

7.4.We currently maintain a client bank account with Access Bank Plc. where we deposit clients’ funds. Those funds will be deposited in that account at the request of the client and we shall accept no liability for any failure by Access Bank Plc or any other bank with whom we are instructed to deal.

8.0.TERMINATION OF OUR INSTRUCTIONS

8.1.You can cancel your instructions by contacting us by post or e-mail. Once we have started work on your matter, you will be charged if you cancel your instructions. The receipt of a signed letter of instruction from you will be taken as authority to commence work on your matter.

8.2.We expect to continue to act for you until we finish the work commenced. Either you or we may bring the provisions of all or any services to an end at any time by giving written notice to the other. We will not do so without good reasons, such as your failure to pay us any money due or your failure to pay any sums we may require on account whether for our own costs or disbursements, should you give us instructions to act in a way that is inconsistent with the law and you refuse to accept that this is the case, should you fail to provide timely instructions, should you fail to co-operate and/or provide reasonable requests for documents and/or other material information, the creation or discovery of a conflict of interest, you requiring us to break rules of professional conduct or law, our determination that the relationship of trust and confidence necessary between a solicitor and client does not exist between us, your failure to give us adequate instructions or any other breach by you of these terms of engagement.

8.3.If either of us terminates instructions, you must pay all fees and disbursements incurred before termination together with any further fees and disbursements for work necessary to transfer our files to another adviser of your choice.

9.0.FILE AND DOCUMENT STORAGE

9.1.We retain certain original documents on your file. All correspondence, attendance notes, invoices for disbursements and copy documentation are stored either electronically or manually.

9.2.After completing the work, we will be entitled to keep all your papers and documents (in whatever form these are stored) while there is still money owed to us for fees and expenses. We will keep our file for up to 6 years, except those documents that you ask to be returned to you. We keep files on the understanding that we can destroy or delete them 6 years after the date of the final bill. We will not destroy documents you ask us to deposit in safe custody.

9.3.If we take papers or documents out of storage (including any electronic archive) in relation to continuing or new instructions to act for you, we will not charge for such retrieval. 

9.4.However, we may charge you for: -

9.4.1.Time spent producing stored papers that are requested.

9.4.2.Cost of printing and duplication of document requested for; and

9.4.3.Reading correspondence or other work necessary to comply with your instructions in relation to the retrieved papers.

9.5.Our working materials, all correspondence between you and us and other material generated by us in that work will remain our property.

10.0. ELECTRONIC COMMUNICATIONS

10.1. If you contact us by e-mail or agree to us contacting you by e-mail, you will take all security risks of e-mail contact although we shall do our best to use reasonable security measures. However, the electronic transmission of information cannot be guaranteed to be secure or error free and such information can be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use.

10.2.We each agree to use commercially reasonable procedures to check for the most commonly known viruses before sending information electronically, but we recognise that such procedures cannot be a guarantee that transmissions will be virus free.

10.3.The use of e-mail could result in breach of confidentiality. For example, any e-mail may theoretically be intercepted, read, manipulated or corrupted at any point along its journey. Unless you specifically request in writing when returning our signed letter of engagement, we shall assume you agree for e-mail to be used as means of communication in respect of all matters upon which you instruct us. 

11.0.CONFIDENTIALITY

11.1.Information of a confidential nature which you provide to us will be kept strictly confidential, subject to our legal obligations. If, however, we are working on a matter in conjunction with your other advisers we may unless you notify us otherwise, disclose any such information to and discuss it with such other advisers as appropriate. Unless you notify us to the contrary in writing, we shall be entitled to refer to information which is in the public domain and/or is a matter of public record. This would include the fact that we are acting or have acted for you in relation to the matter for our marketing purposes, including any promotional material. 

12.0.INTELLECTUAL PROPERTY RIGHTS

12.1.Unless agreed specifically in writing, we retain the copyright and other intellectual property rights in all written and other material supplied to you concerning matters in which we are instructed. If material prepared by us is passed to or disclosed to third parties, then you accept liability for the payment of a proper professional charge for the use of such documentation together with all expenses or losses incurred in enforcing our intellectual property rights.

12.2.If we draft documents for you including (but not limited to) agreements, contractual provisions, precedents, letters of advice, reports, and legal opinions (any of which are referred to in this paragraph as “the Material”), the copyright in our contribution to the Material belongs to us. If you have paid all our fees for the matter in which it was drafted, you are granted a non-exclusive license to use the Material for the purpose for which it was drafted (as communicated by you to us) and to copy it for record purposes.

13.0.FORCE MAJEURE

13.1.A Force Majeure Event means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, disease outbreak, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

13.2.We shall not be liable to you as a result of any delay or failure to perform our obligations as a result of a Force Majeure event.

14.0.GENERAL PROVISIONS

14.1.In the event that you instruct us in respect of any other matter after the date of our letter of engagement of such instruction, these terms of engagement shall apply to all such instructions unless specifically agreed otherwise in writing by us.

14.2.If any provision or part-provision of these terms of engagement is or becomes invalid, illegal or unenforceable, they shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the terms of engagement.

14.3.A waiver of any right under these terms of engagement or law is only effective if it is in writing, and shall not be deemed to be a waiver of any subsequent breach or default.

14.4.No failure or delay by a party in exercising any right or remedy provided under these terms of engagement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.5.A person who is not a party to the Contract shall not have any rights to enforce its terms.

14.6.Except as set out in the letter of engagement, no variation of these terms of engagement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing by the Managing Partner.

14.7.These terms of engagement (including the letter of engagement), and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws applicable in the Federal Republic of Nigeria.

15.0.JURISDICTION

15.1.Each party irrevocably agrees that the courts of Federal Republic of Nigeria shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms of engagement or their subject matter or formation (including non-contractual disputes or claims).