Terms and Conditions
TERMS AND CONDITIONS
Weigand and Partners’ (“W&P Law”) terms and conditions apply to our engagements, unless otherwise agreed in writing.
CLIENT AGREEMENT
Legal services are provided on behalf of W&P Law only by members of the Integrated Bar of the Philippines, i.e. partners, senior associates and associates respectively (“attorney” or “attorneys”). Attorneys may engage other employees working for W&P Law in provision of legal services. Such employees cannot independently provide legal services to a Client on behalf of W&P Law, but they assist the attorneys who engage them in provision of legal services under the supervision of, and on the responsibility of those attorneys. Only those attorneys and employees who are actually engaged in provision of services to the Client are considered as engaged. A list of the persons providing legal services on behalf of W&P Law and the list of other employees is available on the website of W&P Law: www.wplaw.com.ph.
The party to the Agreement that provides legal services is always W&P Law, indicated in the letter of engagement, and provides those services as a legal entity. The services are not to be constructed as being provided by a specific attorney or other employee of W&P Law providing legal services to the Client. The attorneys and other employees of W&P Law or the private individuals providing services via W&P Law are not personally liable to the Client except when stipulated by law.
W&P Law and its attorneys may represent and defend the Client in all disputes, negotiations and proceedings out of court and in court, in arbitration tribunals and elsewhere. Limitations on the right of representation are agreed to in writing or in a format reproducible in writing. In particular engagements, e.g. court representations, the Client will provide a separate power of attorney for performing the engagement agreed to in the letter of engagement.
Engaging external counsel, including law firms from abroad, in provision of legal services always requires prior approval from the Client. In granting approval, the Client commits to give instructions to such external counsel, assess the advice provided, and assumes liability for payment of invoices delivered by external counsel. W&P Law is not liable for payment of invoices for fees or expenses related to provision of services by external counsel.
SCOPE OF SERVICES
We are not retained to represent you or provide services to you in a general capacity. Except as may be agreed in writing, we will provide you with
the services (“Services”), which are reasonably necessary and appropriate to the matters in respect of which you have engaged us, as defined in the
engagement letter.
We confirm that we are not providing advice or services on any matter other than the matters in respect of which you specifically engaged us, and once our work has been completed (see “Termination” below), we will not advise you as to subsequent developments relating to the engagement.
The legal services provided to the Client by W&P Law are based on the facts of the specific engagement as provided by the Client. The Client cannot rely on the advice provided by W&P Law in any circumstances which W&P Law has not analyzed prior to providing the advice.
Legal services only include the provision of legal assistance within the scope of the engagement agreed with the Client. Legal services do not cover advice in other areas (such as any financial, accounting, environmental, technical or other advice).
Attorneys and employees of W&P Law are qualified to provide legal services only on the basis of Philippine law. Based on its general experience in the respective area of law, W&P Law may provide views on issues related to the law of other jurisdictions, but this does not constitute provision of legal services and W&P Law does not assume any liability for the correctness of such views.
Unless otherwise agreed with the Client in writing or in a format reproducible in writing, W&P Law does not undertake to amend or update any information, opinions or documents provided to or prepared for the Client after performance of an engagement due to amendments to or revocation of legal acts, development of case law or due to apparent or actual changes in any other circumstances.
PROVISION OF SERVICES TO CLIENT AND OTHER CLIENTS
Before accepting an engagement, W&P Law always conducts an internal conflict-of-interest check to verify that W&P Law can accept the engagement. Notwithstanding such checks, circumstances may arise that prevent W&P Law from acting for the Client in an existing ongoing or future matter. In these situations, the rules of professional conduct regulating conflicts of interest apply, and W&P Law may terminate the Agreement.
The relations between W&P Law and the Client do not create mutual exclusivity. The Client may use the services of other law firms for the purpose of fulfilment of any engagement. In addition, W&P Law retains the right to render legal services to other persons and execute engagements not connected to the Client’s engagement, including providing services to persons operating in the same field or industry as the Client or who might potentially have interests opposite of the ones of the client.
W&P Law represents a number of clients on a variety of legal and tax matters. It is possible that an adverse relationship may exist or may arise in the future between you and any of our other clients. By retaining us, you consent to our representation of other clients (including those that might be engaged in business activity that is in direct competition with you) that may be considered adverse to you or your interests and agree that our representing you does not constitute a basis for disqualifying us from representation of the other client, so long as we protect your confidential information.
OUR OBLIGATIONS
A copy of all important correspondence in the course of the Service will be forwarded to the Client.
YOUR OBLIGATIONS
The Client agrees to ensure that any information requested by W&P Law will be accurate, complete and given to W&P Law promptly. We will not be responsible for instructions, documents or other information which are late, incomplete or inadequate. The Client agrees to notify us immediately of:
any significant changes in, or to, the information that the Client gives or has given to us; and
any other relevant fact, issue or circumstances relating to the Client and/or the engagement which affects, or may affect, the Client in acting or continuing to act for the Client.
information – W&P Law is entitled to rely on the accuracy of that information without independently verifying it. That is so whether the information is provided by you, your representatives, or your advisers;
access – to files, records and information technology systems, to premises and to people (whether management or staff) with relevant skills and experiences;
resources – you must provide (and designate to the engagement team) all resources that are reasonably necessary to ensure timely approval, development and sign-off of all project plans, specifications, accounts and deliverables.
W&P Law will not be liable for any failure or delay in performing the Services if that failure or delay arises from anything beyond its control – including the untimely performance by you of your obligations. In addition, W&P Law is entitled to review its fees. If the delay is substantial, and the fees as reviewed/revised are not acceptable to you, we reserve the right to terminate this Agreement.
FEES
For work with fixed-fee arrangement, W&P Law will provide an estimate and agree with you on the amount before the commencement of the services. The amount of the fixed fee is calculated on the basis of, but not limited to the following criteria: (i) the time spent in fulfilling the engagement; (ii) the qualifications and experience of the attorney or employee performing the engagement, and the resources required for fulfilling the engagement; (iii) the business interest involved; (iv) the risks assumed (if any) in fulfilling the engagement; and (v) the time constraints for fulfilling the engagement.
If any variation is required in the Services to be performed, fees in addition to the total fee will be chargeable. W&P Law will discuss and agree with you the additional fees before commencing the Services. If for any reason W&P Law performs the Services without agreement on the total fee, the fees charged will be based on the time spent by professional staff at the applicable rates.
W&P Law is entitled to review fees quoted, if (a) you do not proceed with the engagement within thirty (30) days of the engagement letter, or (b) if we are still performing the Services – including any related services – more than six (6) months from commencement.
Fee estimates are always indicative and are based on information available to W&P Law at the time the estimate is given. Unless agreed otherwise, fee estimates cannot be regarded as fixed quotes.
DISBURSEMENTS
Unless otherwise instructed by the Client, W&P Law may take such action as it considers necessary or advisable in order to carry out an engagement, and incur reasonable out-of-pocket expenses on the Client’s behalf. W&P Law will charge you separately for disbursements such as travel expenses, photocopying charges, courier and delivery charges, meals, accommodation and all other out-of-pocket expenses incurred on your behalf, as well as any applicable tax or other charges imposed on us (now or in the future) in relation to any transactions arising in connection with, or as an outcome of, this Agreement including (but not limited to) value-added tax (VAT), or any changes thereof.
From time to time we are required to make payments on your behalf, such as court filing fees, municipal or city license or permit fees, filing fees with government agencies, bonds, etc. We will generally ask you to provide us with sufficient funds to meet payment of disbursements as they are incurred. We cannot undertake to pay any disbursements on your behalf where we are not holding funds, and we cannot accept any responsibility for the consequences of not making such payments.
BILLING ARRANGEMENT AND PAYMENT
W&P Law normally requires an acceptance fee (initial fee) upon commencement of the work and the remaining amount is billed at the end of the engagement, unless an alternative agreement has been reached between the Client and W&P Law. If a billing arrangement is specified in the letter of engagement, we will bill our fees based on the terms provided in the letter of engagement. If for any reason, no billing is issued based on the agreed schedule, we will include the unbilled amount to any subsequent billing or final billing.
Invoices are sent to the Client in electronic form to the e-mail address provided and without a physical signature. Upon the Client’s request, W&P Law will provide an invoice in paper form.
You agree to pay fees and expenses within seven (7) days of the billing date, unless an alternative agreement has been reached between the Client and W&P Law. We reserve the right to perform no further work for you and withhold documents prepared for the engagement until all outstanding accounts are paid in full.
ELECTRONIC COMMUNICATION, IT SYSTEMS AND ORIGINAL DOCUMENTS
The Client agrees to exchange of information electronically. The Client is aware of the risks deriving from electronic communication: messages may get delayed or lost, confidential and personal information may be intentionally or unintentionally modified, stolen or disclosed to third parties. The W&P Law is not liable for the risks related to electronic communication of digitally formatted information, provided that W&P Law has taken all reasonable precautions.
Measures taken to protect electronic communication and to ensure its confidentiality and preservation by W&P Law may in certain cases cause communications from the Client to be blocked or delayed. The Client is advised to follow up by telephone or mobile call regarding any messages that are particularly time-sensitive or in circumstances in which it is unclear that the message has been duly received by W&P Law.
Unless agreed otherwise, W&P Law returns to Client all original documents in its possession in relation to an engagement after completion of the engagement, rejection of the engagement or cancellation of the Agreement.
KNOW YOUR CLIENT AND TAX INFORMATION
Under the relevant regulations on prevention of money laundering and terrorist financing, W&P Law must identify its Client as well as persons acting on the Client’s behalf and the final beneficiaries of the Client. It is also W&P Law’s duty in certain situations to determine the origin of the Client’s assets. W&P Law may be obligated to decline or suspend an engagement and report to the authorities if the Client does not provide the required information, if a transaction is suspicious in comparison with previously known transactions, or if assets are suspected of being used for terrorist financing or money laundering.
Although it is the professional and legal obligation of W&P Law to avoid disclosing information concerning its Clients and the legal services provided to them, under the applicable mandatory regulation may require W&P Law to inform the authorities about cash transactions exceeding a statutory amount, regardless of whether the transaction is carried out as a single payment or as several linked payments, or if it becomes known to W&P Law or W&P Law has reason to suspect that any given transaction being carried out in the Client’s name may be related to money laundering. If it appears to be necessary to give notice of money laundering at any time while W&P Law is acting in the interests of the Client, it may not be possible for W&P Law to inform the Client about notification or the reasons for it.
In some cases, W&P Law may have to provide information to the taxing authority on the tax identification number of a Client and the value of services purchased by the Client.
The Client understands and accepts that such measures, being mandatory legal obligations of W&P Law, do not constitute breach of professional secrecy provisions.
PERSONAL DATA
W&P Law collects, stores, uses and processes personal data about the Client and the persons directly related to it (e.g. employees and/or representatives) in accordance with laws applicable to protection of personal data for, amongst others, the purposes of performing the Agreement, administering billing and accounting systems, maintaining its internal information systems, managing client relationships, complying with its legal obligations and for marketing purposes.
For the purposes of fulfilment of the Client’s engagement, W&P Law will process the personal data of the Client and the persons directly related to it (e.g. employees and/or representatives) in the capacity as a personal data processor in accordance with laws and regulations governing personal data protection. The Client must inform W&P Law on security measures it requires for the protection of personal data processing.
If the Client has not separately informed W&P Law on such security measures, the Client hereby agrees that the security measures taken by W&P Law correspond to the requirements of the Client and applicable law. Persons whose personal data are processed by W&P Law are entitled, under law, to obtain information on the personal data processed by W&P Law and to request that W&P Law rectify or erase their personal data.
If necessary for the provision of legal services, W&P Law may process the personal data of another person or the Client obtained on the basis of the Agreement or by law, including sensitive personal data, without the consent of those persons.
W&P Law may transfer the above referred to information about the Client and the persons directly related to it (e.g. employees and/or representatives) to third parties where such information is needed for the performance of the Client’s engagement (e. g. to foreign counsel which the Client may ask W&P Law to engage or to which the Client’s engagement may be transferred, etc.), as much as it is needed to achieve this purpose.
CONFIDENTIALITY
as is reasonable and necessary for the purpose of carrying out the engagement;
as required by law;
as required by any regulatory, governmental or other authority with relevant powers to which W&P Law is subject or submit to;
to the extent that such confidential information is in or has come into the public domain through no fault of W&P Law.
Because we owe this duty to all of our clients, we will not disclose to you information we hold in confidence for others (even where such confidential information would be relevant to our representation of you) or disclose to others information we hold in confidence for you (even where such confidential information may be relevant to our representation of others).
On the other hand, you agree to take reasonable steps to maintain the confidentiality of any proprietary or confidential information of W&P Law.
INTELLECTUAL PROPERTY RIGHTS
W&P Law will not acquire any ownership rights over any information provided to it by you or your representatives or advisers although you consent to us inserting your logos and other similar intellectual property on our deliverables where appropriate unless you notify us to the contrary.
Copyright and other intellectual property rights in all attorney work product generated in the course of the engagements by W&P Law belong to W&P Law. However, the Client has the right to use such attorney work product for the purposes for which they are provided. For the purpose of advising the Client or other clients and subject to our duties of confidentiality, W&P Law shall be entitled to use, analyze, share and develop the knowledge, experience and skills of general application gained through working for the Client, and to use, copy, modify and exploit those deliverables so long as doing so would not disclose any of your confidential information. Unless otherwise agreed, W&P Law shall keep its working papers and any papers or documents prepared for the Client (but still remaining on W&P Law’s files) for such period as may be prescribed by law, after which W&P Law shall have the right to destroy the documents or papers.
NON-SOLICITATION
REFERENCES
W&P Law may reveal to third persons the fact that the Client is a client of W&P Law, the cases and engagements in which W&P Law has assisted the Client, and the general nature of the services provided to the Client. Contents of the legal services provided to the Client may be disclosed without the Client’s consent provided that such information has been already legally published or made accessible to the public in any other way to at least the same extent. Information publishable on the basis of the law, including information on public court cases, or published by means of mass media by the Client itself or third persons may be disclosed by W&P Law to the extent which it has already been published or is subject to publishing pursuant to the law. W&P Law may also use the trademark or logo of the Client for that purpose, unless agreed otherwise in writing or in a format reproducible in writing.
When the Client publicizes information regarding the engagement carried by W&P Law, the Client shall, to the extent possible, indicate that the legal assistance in relation thereof was provided by W&P Law.
INDEMNITY FOR LIABILITY TO THIRD PARTIES
You agree to indemnify W&P Law against all liabilities, claims, costs and expenses collectively referred to as “Loss” (including any VAT payable by W&P Law on amounts paid by you under this indemnity) incurred by W&P Law in respect of any claim by a third party which is related to, arises out of, or is in any way associated with the Services or this engagement. However, the indemnity does not apply to any Loss in respect of any matters which are finally determined to have resulted from W&P Law’s gross negligence or willful acts or omissions.
EXCLUSIONS AND LIMITATIONS OF LIABILITY
W&P Law shall be liable only for actual damages sustained by you as a direct result of W&P Law’s grossly negligent act or willful act or omission arising out of or in connection with this Agreement; provided, that in all cases, our aggregate liability, together with and including that of our partners, consultants and employees, in respect of all actions and claims, whether in contract, tort or otherwise, arising in connection with, or in relation to, our engagement shall be only up to the extent of the fees (less VAT) received by us for providing the Services. We shall not be liable, whether in contract, tort or otherwise, for any loss (whether direct or indirect) of profits, business, anticipated savings or other economic loss or for any indirect, special or consequential loss.
W&P Law does not assume liability for services provided by external counsel (including other law firms) irrespective of whether the other counsel was engaged on the initiative of W&P Law itself or of the Client, provided that the Client has been informed about engaging such external counsel.
If the law prescribes the liability of the attorneys or of any employees working for W&P Law or individuals providing services via W&P Law, the limitations of liability set out above also apply to those persons to the extent permitted by law.
Notwithstanding the foregoing, W&P Law shall not be liable for damages to the extent that you are responsible for an act or omission that contributed to your loss.
TERMINATION
The engagement will terminate only when the Services have been completed. Our services in respect of the engagement will cease upon receipt by you of our final account for the services rendered.
However, either party may terminate the engagement upon fifteen (15) days prior written notice to the other party. You may terminate our engagement for any reason prior to the completion of the engagement by giving us the required notice. Similarly, we may terminate our services prior to the completion of the engagement for any reason, subject to our professional and ethical obligations. If this occurs, you will be invoiced for the time and expenses incurred up to the termination date together with reasonable time and expenses incurred to bring the Services to a close in a prompt and orderly manner. On such termination, all unpaid fees and disbursements will become due and payable.
Upon completion or termination for any reason, the parties shall return each other’s confidential information, except that W&P Law may retain a set of its working papers even if they contain confidential information. If, upon termination or completion of the engagement, you wish to have any documentation that you have provided to us or the work product completed for you, please advise us. Otherwise, such documentation will be dealt with in accordance with our records retention policies and practices that may not be synchronized with yours. If you have any concerns about what we retain in our records or dispose of, you must alert us. Absent written agreement with you to the contrary, we are free to retain or destroy our records with respect to this engagement as we determine to be appropriate.
The fact that we may subsequently send you information or updates without charge or that we may include you in general mailings will not change the fact that an engagement has been terminated.
SEVERABILITY
If any term of the Agreement is held to be invalid or unenforceable by any judicial or other competent authority but would be valid or enforceable if some part of the term were modified or deleted, the term in question will apply with the minimum modification or deletion necessary to make it valid and enforceable, and the other provisions in the Agreement will be unimpaired and remain in full force and effect.
WAIVER
No waiver of any term or condition of this Agreement shall be effective or binding unless such waiver is in writing and is signed by the waiving party, nor shall this Agreement be changed, modified, discharged or terminated other than in accordance with its terms, in whole or in part, except by a writing signed by both parties. Waiver by any party of any term, provision or condition of this Agreement shall not be construed to be a waiver of any other term, provision or condition nor shall such waiver be deemed a subsequent waiver of the same term, provision or condition.
GOVERNING LAW
The laws of the Republic of the Philippines shall govern the interpretation of the Agreement. All aspects of the Services and the Agreement are governed by, and construed in accordance with, the laws of the Republic of the Philippines.
CLAIMS
If a legal service is not in conformity with the terms of the Agreement, the Client may: (i) require performance of the obligation; (ii) withhold performance of an obligation which is due from the Client; (iii) demand compensation for damage; (iv) withdraw from or cancel the Agreement; or (v) require a reduction of the fees.
The Client who has a complaint or claim regarding the activities of an attorney or employee of W&P Law shall submit a complaint to W&P Law in a format reproducible in writing. The complaint must clearly set out a description of the Client’s rights that have been violated, and the circumstances of the violation. Any existing evidence regarding violation of the Client’s rights must be appended to the complaint.
A claim for damages must be presented to W&P Law in writing. The Client shall be required to file a claim for damages during twelve (12) months from the moment of receiving the legal service from W&P Law or from the moment when the engagement or a substantial part of it can reasonably be considered to have been completed, whichever occurs first. If the Client fails to file the claim during the said period, the right of the Client to file the claim shall expire.
If the Client’s claim against W&P Law is based on a claim by a third party (including the public authorities) against the Client, W&P Law may respond to and settle the claim or make an agreement on the Client’s behalf with the party filing the claim, provided that W&P Law indemnifies the Client for any direct damage related to it. If the Client settles a claim, compromises or otherwise takes action relating to the claim without W&P Law’s consent, W&P Law has no liability for the claim. If the Client is compensated by W&P Law or by the insurers of W&P Law in respect of a claim, the Client assigns the right of recourse against third parties to W&P Law or its insurers.
DISPUTES
If any dispute, controversy, claim or difference of any kind whatsoever shall arise between us in connection with this Agreement, including the breach, termination or validity of this Agreement, or in connection with the determination of any matters which are subject to objective determination pursuant to this Agreement (each, a “Dispute”), the Parties shall attempt, for a period of thirty (30) business days after receipt from a Party by the other Party of a notice stating the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the duly authorized representatives of the Parties. The duly authorized representatives of the Parties shall, prior to the commencement of the discussions, present a Secretary’s Certificate attesting to a resolution of the board of directors of such Party to the effect that such representative is authorized to represent the said Party and to settle the Dispute under such terms and conditions as the representative may deem fit.
NOTICES
All notices, requests, demands and other communications between the parties under this Agreement shall be made in writing and shall be deemed to have been duly given when delivered in person, sent by courier mail, registered mail or ordinary mail, fax or e-mail at the addresses of the parties.
Each party shall forthwith notify the other party about any change of its contact details.
RELATIONSHIP OF THE PARTIES
We will provide the Services as an independent contractor. Nothing shall be construed to create a partnership, joint venture or other relationship. No party has the right, power or authority to oblige or bind the other in any manner.
AMENDMENTS
W&P Law may unilaterally amend its Terms and Conditions from time to time, notifying the Client by e-mail at least thirty (30) calendar days in advance. W&P Law will publish the amendments to the Terms and Conditions on its website: www.wplaw.com.ph. A Client that does not agree with an amendment to the Terms and Conditions may terminate the Agreement.
The Terms and Conditions also apply to all current engagements and also to any future engagement we have with you, whether or not we send you another copy of them.