GENERAL TERMS & CONDITIONS (“GTC”)
Recitals
These General Terms and Conditions (“GTC”) as supplemented by our Engagement Offer Letter for Services (“EOLS”), Privacy Policy and /or similar or related agreements for services govern the relationship between us and our Clients and Service Providers.
The expressions "Law Firm", “Firm”, “ABS&P International Law Firm” and "ASB&P," as utilized herein, refer to and mean Alexander Byrne Sidhu & Partners SA and all its divisions and subsidiaries which, as a corporation, is registered in the Costa Rican National Registry Number 3-101-814796 and duly authorised under the Costa Rican Commercial Code and the relevant regulatory authorities in Costa Rica as a legal and business services provider.
ABS&P is owned and financially managed exclusively by lawyers. All non-lawyers in our firm are supervised by suitably qualified lawyers. In this document and in all our Clients' or Service Providers' dealings with us, only the Managing Partner of ABS&P can bind our Firm.
Not-for- Profit Organisation
The board of ABS&P resolved that from September 23rd, 2023, the corporation has adopted a policy to operate as a not-for-profit pass-through corporation meaning that it would retain no profit but would apply its revenues exclusively for the benefit of its operational objectives, with any residual revenue to be passed on to members.
Application of GTC
This GTC shall apply in full to ABS&P and all its divisions and subsidiaries as well as its service providers unless this is specifically excluded in writing by ABS&P.
In the event of any conflict between its provisions and any EOLS, service agreement, or any other kind of agreement between ABS&P and a third party the GTC shall prevail unless this is specifically excluded in writing by the Managing Partner of ABS&P.
Terms and Conditions for Delivery of Services
The terms and conditions set out in this GTC shall be part of any agreement we have with third parties for services of any kind.
General Scope of Services
The extent of services to be provided or given shall be restricted to what the parties have consented to do as set out in writing and shall include, from our side, all the legal services that an international law firm is able to deliver.
Our Obligations
Our Deliverables (our work output) and their costs are set out in the EOLS or similar agreement for services with sign with our Clients.
Commencement & Termination of Services
This GTC applies in full from the date of issue of our EOLS or any similar agreement for services and terminates in accordance with provisions set out herein and also in the applicable agreement.
Furthermore, subject to any contrary terms herein our Clients agree that they may terminate our representation at any time by notifying us in writing.
Termination of our services will not affect the responsibility of a Client to pay us for the services rendered and all extra costs incurred before termination and in connection with the orderly transfer of the matter to other representatives.
Our Lawyer-Client and any other kind of relationship will be deemed ended when we finish the specific services that we have been engaged by a Client to perform, or automatically, when in excess of 3 months have expired without our performance of any billable services for the Client.
GDPR Provisions, Location and Access to Information
ABS&P’s GDPR, Privacy & AML Policies shall guide all communications between us and our Clients and Service Providers as well as our handling of our Clients' personal data. Our Clients' use of our services confirms acceptance of those Policies as published on our website – www.absplawyers.com.
Complaints Procedure/ Disputes
We aim to ensure that our services are delivered effectively and efficiently, and that all billings are accurate and easy to understand. In that regard, our Clients are encouraged to direct any questions about services or bills to our Managing Partner using our website's Contact Form.
Our complaints procedure is that in the first instance any dispute regarding matters concerning our services are to be referred to our Managing Partner who shall respond within 24 hours. If the response is considered unsatisfactory, a formal complaint may be made to the Board of the Firm (addressed to our Managing Partner via our website's Contact Form who shall respond within 24 hours).
Primary Client Care
Upon engagement with us, ABS&P’s Managing Partner shall be made responsible to our Clients for ensuring that our service deliverables are met.
Services Personnel
We may provision or assign our lawyers, paralegals and suitably skilled consultants to assist in the efficient delivery of our services to our Clients. All non-lawyers shall be supervised by suitably qualified lawyers and will have subscribed to our Rules of Professional Conduct & Ethics.
So as to enable the assigned personnel to meet their service obligations, we will share confidential information with them regarding our Client's matters.
Costs
For and in consideration of the Services delivered to Clients under this GTC and as set out in our EOLS or similar agreements with our Clients, ABS&P shall receive payment (‘’Costs’’).
Such costs shall be set out in our EOLS and may be supplemented by the provisions set out herein. All invoices delivered under this GTC shall be submitted to the attention of the Client’s Representative.
If any Costs payable to ABS&P are subject to withholding taxes, the Client shall withhold and remit such amounts to the applicable taxing authority, unless ABS&P provides Client with an exemption or waiver certificate. The Client agrees to provide ABS&P with written confirmation of any such withholding and remittance.
Costs due to ABS&P from the Client may be deferred, or waived by the written consent of ABS&P.
Generally, for our services deliverables as a law firm, we will charge our services to our Clients at a fixed price for the relevant task, or assignment.
This is not an advance payment for services, rather it is the purchase of a time slot for the services. This means that of the time available to service our Clients, a Client will have purchased a time slot for the work we will deliver for the Client. This cost does not include disbursements.
Should any work we agree to do Clients become more involved or complicated than expected, we shall discuss this with the relevant Client and agree any additional costs as necessary.
Fiduciary/ Trust Accounting
Generally, our policy is not to hold our Clients’ money on deposit. However, where Clients request us to hold money for them on deposit and we agree to do so, the money deposited (at their cost) shall be held in a special account designated as our “Client Fiduciary Account”.
The funds (“Trust Funds”) deposited in this account shall only be accessed with the Client's written permission.
Upon the completion of the service for which the funds were deposited, any surplus shall be returned to the Client.
Our Clients agree that we are allowed to charge reasonable expenses incurred for the management of their Trust Funds (including bank charges) and waive any right to any relevant interest payments.
Clients shall be entitled to a summary account, upon their written request, in regard to the money we hold for them as Trust Funds.
Additional Agreements
Although our EOLS and similar agreements for services shall provide for the performance of only the work set forth and described in them, any other additional work Clients request us to perform for them on their matter or any other matter in the future shall be governed by those agreements (as may be from time to time amended by written Schedules) unless we make a separate specific written agreement with a Client.
Operating Engagement Protocols
When our Clients sign our EOLS or similar agreement for services, thereby engaging us, they agree to be represented by us and confirm that during the course of our engagement, they will not communicate with opposing parties or their counsel and shall not attempt to negotiate or settle their matter without our knowledge and our consent.
Our Clients agree that they will not to discuss their engagement with us with any investigator, agent, detective or any other person and confirm that they shall direct anyone who contacts them about their engagement with us to us.
Any contact or attempted contact by any investigator or any other person or party must be reported to our Managing Partner immediately.
How we will act for Clients and the applicable services limits will be clarified in writing each time we agree services /deliverables with the Client via our EOLS our similar agreement for services. Our costs will also be specified at the time.
Any breach of these Operating Engagement Protocols is a serious breach which at ABS&P's option may result in the immediate termination of the relevant agreement.
Conflicts
of Interest
We and any of our associates our Clients authorise to be joined in the delivery of the services to them, may not act without the relevant Client's permission for other persons or entities whose interests are adverse to theirs or their affiliates’ in matters substantially related to our engagement with them. This adversity could relate to any kind of matter. For the avoidance of doubt and to promote maximum trust between us, we will endeavour to declare all possible conflict to our Clients whether, or not they may be substantially related to our engagement with them.
We agree, that we will not act adversely to a Client in any instance, where, as the result of our representation of them, we have obtained sensitive, proprietary, or confidential information about them of a non-public nature that could be used by any Client of ours to that Client's or their affiliates’ material disadvantage.
On the other hand, our Clients agree that we and our associates may have confidential information from other Clients that might interest them, but which we will not be able to share with them.
For purposes of any engagement, our Client is only the entity designated in our EOLS and similar service agreement and not its associates (e.g., the shareholders, parent, subsidiaries, directors, officers, or related companies of any entity, or association, or the partners of a partnership, or joint venture).
As such, we may represent another Client with interests contrary, or adverse to a Client's affiliates without the Client's consent. Clients agree to inform us straight away if the designated entity does business in any other name.
Third Party Rights /Liabilities
Our engagement with a Client does not create for us any third party rights, or liabilities.
Termination
Save that the Managing Partner of ABS&P may, at his /her unilateral discretion and in writing, immediately terminate any agreement for services between ABS&P and any party without penalty of any kind where it is considered the continuation of the agreement is not in the operational interests of ABS&P, this GTC terminates in accordance with the termination terms and conditions specified in it (which have precedence) and in the EOLS and any other agreement ABS&P has entered into with a party or parties. This provision shall not apply to ABSP's Agreement between its shareholders which shall specify its own termination provisions.
Professional Conduct and Ethics
All ABS&P's Members (this term is inclusive of: officers, directors, partners, shareholders, affiliates, independent contractors of any kind and all and any personnel, or entities that perform any services for ABS&P whether paid or not) are bound by its Rules of Professional Conduct & Ethics unless excepted by their bar association or any relevant court.
ABS&P and its lawyers are additionally subject to a wide range of laws and other rules that govern the delivery of their services in the jurisdictions in which they are authorised to deliver their services. These rules inform types of conduct or circumstances that require or allow us to withdraw from representing a Client.
Accordingly, in addition to the other reasons given in this section, we may terminate our representation for any reason consistent with the applicable laws and rules for professional responsibility, behaviour and ethics.
We will always attempt to isolate in advance and discuss with our Client any situation that may lead to our termination and give them written notice of it.
ABS&P Representations and Warranties
ABS&P hereby represents and warrants to the Client that:-
(a) the services will be performed in a timely, professional and competent manner, with all due skill and care, and in accordance with applicable professional standards;
(b) the services will conform with the requirements and specifications herein and in the applicable EOLS;
(c) it has the authority and capacity to enter into this GTC and it is not subject to any restrictive covenant or other legal obligation which prohibits it from executing the services;
(d) the services do not infringe the intellectual property rights of any other person and the Client shall have the right to the services without any restriction or obligation to any other person, except as may be agreed in writing between the Client and ABS&P;
(e) ABS&P does not have any relationship with any third Party with whom the Client has contracted which would cause such a person to have a conflict of interest in relation to this GTC or in respect of the services.
(f) Should any such conflict of interest arise during the term of this GTC, ABS&P covenants and agrees to immediately notify the Client with a view to rectifying the matter to the Client’s satisfaction within a reasonable period.
Client’s Obligation to Co-operate
Our Clients agree to fully co-operate with ABS&P for the delivery for the Deliverables.
Where such co-operation is not reasonably forthcoming in the unilateral assessment of ABS&P, it shall give a 3 days written notice to the Client of the matter which if not rectified by the Client to the satisfaction of ABS&P, shall enable ABS&P to deem the Services abandoned by the Client and immediately take steps to protect its exposure in that regard which may include terminating its engagement with the Client by written notice.
Indemnity
ABS&P hereby undertakes to indemnify, defend and hold harmless the Client and its directors, officers, employees, agents and other representatives from and against any and all losses, claims, demands, debts, actions, causes of actions, damages, penalties, interest, costs or expenses (including legal costs and disbursements) or liability of any kind whatsoever resulting from: (a) the negligent or wilful acts or omissions of ABS&P arising in connection with this GTC; (b) any and all breaches by ABS&P of any representations, warranties, covenants, terms or conditions of this GTC ; (c) any employee source deduction, employer contribution or other employer/employee obligation, including interest and penalties thereon, which the Client may be assessed or otherwise may incur under any federal, provincial or municipal law as a result of any government department or agency, authority or competent tribunal determining that ABS&P’s employees, staff, representatives or contractors are considered employees of the Client; and (d) any claim that the services infringe the intellectual property rights of any person.
Non-Exclusivity
Subject to any conflict of interest, nothing in this GTC shall prohibit or restrict ABS&P from contracting with or being engaged in any capacity in promoting, undertaking, providing services to or in any way being involved with another person, firm or entity.
Nothing in this GTC shall prohibit or restrict a Client from contracting with or engaging in any capacity any person to provide services or perform work for the Client that are similar to or compete with the Services provided by ABS&P hereunder.
Intellectual Property
Intellectual Property means all intellectual and industrial property assets and rights of the Client which include rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights.
ABS&P agrees that the Client shall be the exclusive owner of all Intellectual Property Rights howsoever created or developed by ABS&P, whether by it alone or jointly or with the contribution or assistance of others arising out of its engagement with the Client, including without limitation all Intellectual Property Rights in the Deliverables.
ABS&P further agrees that it has no rights in any such Intellectual Property Rights and hereby assigns to the Client all rights, title and interest that may accrue to ABS&P as a result of its engagement with the Client ABS&P hereby undertakes and agrees to waive all moral rights and droits de suite that ABS&P now or in the future may have to the Intellectual Property Rights.
ABS&P agrees all deliverables under the Services and other works created in full or in part by ABS&P may be maintained, changed, modified and/or adapted by the Client without the consent of ABS&P.
Notwithstanding the foregoing, ABS&P and the Client may agree in writing that certain identified and designated Intellectual Property Rights will remain with ABS&P.
The Client acknowledges that ABS&P possesses knowledge and expertise relating to the subject matter of the services (“ABS&P Know-How”), which may include intellectual property rights in certain pre-existing tools and materials used by ABS&P in performing the services.
Nothing in this GTC is intended to transfer to the Client any rights in ABS&P Know-How, which shall remain the property of ABS&P. To the extent that any ABS&P Know-How is included in any Deliverables, ABS&P hereby grants to the Client a perpetual non-exclusive right and license to use and reproduce ABS&P Know-How to the extent reasonably necessary to exercise the Clients' rights in the Deliverables.
Audit
ABS&P will keep records of the cost relating to the services and Deliverables, including all invoices, receipts and vouchers.
Unless the Client has consented in writing to its disposal, ABS&P will keep all the information described in this section for six (6) years after either:-
a) when ABS&P receives the final payment under this GTC , or
b) until the settlement of all outstanding claims and disputes, whichever is later in time. During this time, ABS&P will make the records available for audit, inspection and examination by the representatives of the Client.
Relationship
The Parties hereto expressly acknowledge and agree that the services to which this GTC relate shall be delivered by ABS&P or the Service Provider as independent contractors and that ABS&P’s Members are not employees of any Client of ABS&P. As such, neither ABS&P nor any of its Members shall have any right to any employee benefit, entitlement or advantage from a Client.
Agency
This GTC does not create a partnership, joint venture or agency relationship between the Parties unless this is specifically provided for in writing.
Reference
The Parties shall not make reference to each other in any promotional material without their prior written authorization.
Security Policies
ABS&P acknowledges and agrees that it must meet and maintain any requisite government security screening requirements as may be determined as necessary by the Client from time to time. ABS&P further agrees that it will cause its employees and agents, including its Experts and Representatives, to take all necessary steps to meet such requirements.
These requirements may involve verification of personal data, education/professional qualifications, employment history and other similar checks. ABS&P also agrees that it will comply with the Client's Mutual Respect and Internet/E-Mail Policy, which the Client shall provide on the request of ABS&P in advance of the execution of this GTC.
ABS&P further acknowledges its Clients ’ commitment to employment equity and diversity in its workforce and understands that the Client encourages applications from all qualified candidates, including women, native peoples, people with disabilities and visible minorities. ABS&P agrees to work together with the Client to support its employment equity program when building its team to deliver the services.
Confidentiality Provisions
The following terms govern the use and protection of the Confidential Information which our Clients, Service Providers and ourselves may disclose to each other in respect to services, business relationship and other matters that either Party may deem confidential.
With regard to the foregoing, ABS&P, its Service Providers and Clients agree as follows:-
"Confidential Information" means information of the Owner which relates to the business purposes of our EOLS, including the Owner’s business processes, methods, Client relationships, technical practice and processes, information and data, which, although not related to the subject matter of our EOLS is nevertheless disclosed as a result of discussions by and between the Parties hereto, and which in any case, is disclosed by Owner or its affiliate in verbal, documentary or other tangible form bearing an appropriate legend indicating its confidential or proprietary nature (or which by its nature and content, would be considered confidential in the marketplace of the Parties) or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary thereof, also marked with such a legend, is provided to the Recipient within fifteen (15) days of the initial disclosure.
Under no circumstances, unless this is required by law, is the Recipient or their affiliates to reveal any such confidential information to any individual or entity without prior consent from the Owner.
Exception.
Restrictions on use and disclosure of Confidential Information shall not apply to the following: (a) information that is in the possession or control of the Recipient at the time of its disclosure, (b) information that is, or becomes, publicly known through no wrongful act of Recipient; (c) information that is received by Recipient from an unconnected third party, or: (d) information that is independently developed by Recipient, or (e) Information that is required to be disclosed by the lawful order of a court.
Ownership and Use
Confidential Information disclosed (including information in computer software or held in electronic storage media) shall be and remain the property of Owner. All such information in tangible form shall be returned to Owner promptly upon written request and shall not thereafter be retained in any form by Recipient, except that one (1) copy may be made and retained solely for monitoring continued compliance with this Notice. No licenses or rights under any patent, copyright, trademark or business documents are granted or are to be implied in our EOLS.
Liability for Reliance and Use of Confidential Information
Owner shall have no liability or responsibility to Recipient for errors or omissions committed by Recipient, or any business decisions made by Recipient, in reliance upon any Confidential Information disclosed under our EOLS.
Term
Notwithstanding any provision or any agreements to the contrary, all obligations regarding the safeguarding and non-disclosure of Confidential Information hereunder shall survive indefinitely for ABS&P and in respect to ABS&P's Client, for a period of three (3) years from the date of the signing of our EOLS or any agreement for services.
Affiliate
For purposes of this GTC, the term "affiliate" shall include any person or entity controlling, controlled by, or under common control of the Client, or ABS&P.
Covenant not to Circumvent
The Parties hereto hereby covenant and agree not to circumvent, or deprive, or frustrate either in respect to an opportunity they or any and all of their associates or assigns have identified as an opportunity/Client that they intend to engage.
The Parties hereto further agree (unless this is permitted by law) not to use disclosed Confidential Information or disclosed proprietary information for the purpose of circumventing each other, or entering into individual contracts with any Clients/customers or contacts that each Party has brought to the other Party.
This understanding shall survive the termination of this Notice and remain in full force and effect for a period of three (3) years (unless it is provided otherwise by law) from the signing of any agreement with us including our EOLS.
Notices
All notices and communications hereunder to ABS&P shall be in writing (includes email and other electronic forms) and shall be either (a) delivered personally (includes delivery by courier), or (b) transmitted by e-mail to: absp@absplawyers.com.
All notices and communications hereunder to the Client shall be in writing and shall be either (a) delivered personally (includes delivery by courier), (b) transmitted by e-mail to the e-mail address provided by the Client in writing.
Notices delivered personally or transmitted by e-mail shall be deemed to have been received when delivered.
The notices set out herein shall be binding on any successor organization of the Parties where the Parties, or their management retain control or controlling interest in the successor organization, notwithstanding any consolidation, purchase, reorganization, or spin-offs.
Severability
Any provision of this GTC that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.
Complete Agreement
This GTC and its attendant relevant EOLS or similar agreement for services, constitute the entire agreement between the Parties for services and supersedes all communications between them unless specifically agreed in writing by mutual consent which may include, but are not limited to: negotiations, understandings, agreements, representations, verbal or written with respect to any matter referred to in this GTC and any Non Disclosure/ Non Circumvention Agreements that may have been executed between the Parties which concern the subject matters of this GTC.
The individual obligations in this GTC are severable. Should any specific section or provision be found unenforceable for any reason, the remainder shall still be binding and effective. All obligations and duties a Client has agreed to herein shall survive the termination of this Agreement or the relationship created hereunder.
Amendment of GTC & Privacy Policy
ABS&P reserved the option to amend its GTC and Privacy policy to comply with obligations upon it by law as well as for the enhancement of its operational efficiency.
Such amendments shall be noticed to ABS&P's Clients and relevant third parties as follows:-
a) notice of any amendment to the GTC and /or Privacy Policy shall be given to the Client and any relevant parties by email immediately the amendment is effected by ABS&P.
b) Should ABS&P not receive any objection to its notice of amendment within 10 business days, the amendment/s duly notified shall be deemed by ABS&P to have been accepted by the notified parties.
Assignment
Neither Party may assign its rights under this GTC without the prior written consent of the other Party hereto, and any attempt to do so shall be a breach of this GTC and shall be void.
Governing Law and Attornment
It is the intention of the Parties to this GTC that this GTC shall be construed in accordance with and governed by the laws and courts of Costa Rica.
Language & Validity of GTC
The Parties engaging with ABS&P for services accept that this GTC is drawn up in English and is applied electronically and that any references in it to ‘writing’, or ‘written’ in it shall include electronic communication.
Furthermore, our Clients and Service Providers agree that this GTC is deemed accepted by them upon their signing of any agreement with ABS&P.
Clients' / Services Providers' Declaration
Our Clients and Service Providers confirm that they acknowledge and agree that prior to entering into any agreement for services with us, they have read and understand the terms of our representation as set forth in this GTC.
Our Clients hereby acknowledge that they understand that our firm and our lawyers and any other of our personnel cannot represent them without their agreement with the terms and conditions of this GTC and that by a Client's signing of our EOLS or similar agreement for services to or from us, confirms their full acceptance of the GTC’s terms and conditions.
However, where where a Client accepts any deliverables set out in our EOLS or similar agreement for services but fails to sign the EOLS or similar agreement for services, they shall be deemed to have accepted the terms “by performance”.
Our Clients /Service Providers agree that they have been given the opportunity to consult with and retain independent counsel to assist and advise them about signing any Agreement us which is bound by this GTC and our EOLS. In addition, by signing our EOLS or any agreement for services with us, they agree to be bound by the GTC terms and conditions which were in effect at the date and time of their signing them.
ABS&P
(electronic signature)
Schedule of Updates
. 28th July 2023, to update the scope of ABS&P's services, confidentiality matters, amendments to GTC, dispute resolution provisions, implications of ABS&P's Rules of Professional Conduct & Ethics.
. 27th June 2023, to clarify the corporate structure of ABS&P.
. 8th August 2023, to extend the provisions of the GTC to any kind of agreement for services to or from ABS&P.
.23rd September 2022. ABS&P to operate as an Not-For=Profit; update to termination provisions; change to application of GTC
.29th October 2023, to clarify the process of amendments to the GTC /Privacy Policy.