These terms and conditions (the “ Terms ”) contain the standard terms and conditions for our engagement as your lawyers. Unless we agree otherwise in writing, these terms will be an integral part of any engagement agreement we have with a client. Please review the Terms carefully and contact us promptly if you have any questions. We suggest that you retain a copy of these Terms in your records. These Terms (which are or will be appended to the Engagement Letter) and the Engagement Letter (and, where appropriate any ancillary fee arrangement document) will form the contract between us. Your contract is with Shibolet & Co. Law firm (“ Shibolet ”, “ we ” and “ us ”).
The scope of our engagement will be set out in a separate letter that will be sent to you each time we agree to represent you on an individual matter (the “ Engagement Letter ”). Our acceptance of the matter set forth in the Engagement Letter does not involve an undertaking to represent you or your interests in any other matter. Our representation does not include an obligation to advise you concerning legal developments that might have a bearing on your affairs generally. Similarly, we are not obligated to advise you of relevant legal developments that occur after the completion of a matter in which we represented you. We have no obligation to inform you of deadlines, option rights, expiration dates, or developments in the law, unless we have agreed otherwise in writing.
For purposes of our engagement, the client we represent is only the person or entity identified in our Engagement Letter and, unless agreed to by us in writing, the client does not include, and we do not owe any duty to, any other person or entity, including, without limitation, affiliates or related parties of the client such as parent companies, subsidiaries, sibling entities, divisions, employees, officers, directors, shareholders, members, partners, or owners. Accordingly, for conflict-of-interest purposes, we may represent another client with interests adverse to your affiliates without obtaining your or their consent. In representing an entity, we may communicate with or provide information or advice to its directors, officers, employees, shareholders, members, or other constituents in their capacity as the entity’s representatives, however, this will not create an attorney-client relationship with them. Absent a written agreement to the contrary, each client named in the Engagement Letter is jointly and severally responsible for all obligations due to us and each represents that she/he/it has full authority to instruct us.
Subject to the terms of the Engagement Letter, we reserve the right at our absolute discretion to allocate and re-allocate work to such member(s) of staff as we deem appropriate due to the nature of the matter, business requirements or staff absences.
Our fee arrangement will be set out in the Engagement Letter or in a separate written agreement regarding fees, if applicable. In the absence of such an agreement, our standard hourly rates will apply.
We reserve the right to amend our hourly rates from time to time. Any fee estimate provided is a preliminary indication only; the final fees and disbursements may differ from the estimate. If a fixed fee is agreed and the scope of work changes, any additional work will be charged based on our then-applicable standard hourly rates. Value added tax (“ VAT ”) is not included in the rates and fees in the Engagement Letter and, if applicable, will be added to all invoices. We will also charge for expenditure (such as search and enquiry fees, computerized research, courier charges, travel expenses, translation expenses, filing fees, printing and photo copying expenses and court fees) that we incur on your behalf. Invoices will be issued monthly, unless otherwise agreed with you, and shall be payable within 14 days of receipt. If an invoice is not paid within 14 days of the due date, we may charge interest from that date until the invoice is settled in full at a rate of 1% per month. If you do not pay on time, we may suspend or terminate our services, apply monies held for you towards settlement of our invoice, or retain deeds, documents, monies and other items held for you until our fees, disbursements and expenses have been paid in full.
Before accepting any new assignment from you, we will conduct an internal conflict of interest check to confirm that we are able to represent you in accordance with the applicable professional rules of ethics governing our service.
These Terms confirm our mutual understanding that, provided we comply with such ethical and professional obligations, we may, without your consent, represent other clients - including those whose interests are or may become adverse to yours or your affiliates - in matters that are not substantially related to our engagement by you. Such adverse matters may include, without limitation, litigation, regulatory proceedings, legislative activity, or transactional work, regardless of the nature, significance, or severity of the matter.
We agree, however, that we will not act adversely to you in any matter where, as a result of our representation of you, we possess sensitive, proprietary, or other non-public confidential information that, if disclosed to or used by another client, could materially disadvantage you or your affiliates. In such cases, we will implement appropriate screening procedures to prevent lawyers or paralegals who have access to such information from being involved in any adverse representation.
You further acknowledge and agree that, in the course of representing other clients, we may acquire confidential information that could be relevant or of interest to you, but which we are ethically or legally prohibited from disclosing. You agree that our obligations to maintain such confidences will not preclude us from representing you, even where such information may be material to the subject matter of our engagement with you.
We have a professional obligation not to disclose your confidential information or use it for another party’s benefit without your consent. However, you agree that we may disclose any such confidential information to our professional indemnity insurers, our auditors, any other Shibolet entity and other third parties to whom we outsource certain legal, finance and administrative roles, tasks and functions, including without limitation, document processing and translation services, waste disposal, IT support, cloud services and other IT service providers, document and information storage and archiving service providers or where required by law or regulation (including, reporting obligations under anti-money laundering and anti-terrorist financing laws and regulations).
If we hold confidential information for you, we may act for another client on a matter where such information is material to their matter, but we will put in place appropriate measures to ensure that the confidentiality of your information is maintained.
Unless we specifically agree otherwise, you and we will each act as a separate and independent controller ( or local equivalent ) of personal data obtained in connection with our provisions of services to you and will each comply with our respective legal and regulatory obligations in relation to any processing of personal data. Personal data will be processed by us in such manner and for such purposes as we see fit during and/or as part of our engagement to render our services to you. You agree that we may use the data we receive from you for additional purposes such as to comply with our legal, regulatory or ethical obligations, fulfil risk management obligations, protect and enforce our rights, support our business operations and business transactions, as well as analysis, market benchmarking, cost analysis and the further development of technologies, methods, quality standards and services used by or provided by us, provided, however, that when we use the data for such purposes we ensure that we comply with relevant data protection obligations.
You represent and warrant that any individuals’ personal data you share with us was lawfully obtained, including, where required under applicable laws, upon providing individuals with applicable notices and/or obtaining consent.
We will implement appropriate measures subject to applicable data protection laws to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
Y ou are under no legal obligation to provide us with your personal data and providing
us your personal data is done of your own free will and with your consent. however, you agree that without delivery of the personal data we may not be able to offer you our services or that such will not be provided properly . Subject to applicable laws, you have certain rights regarding your personal data we process, including the right to access your personal data and the right to request us to correct or delete inaccurate or outdated personal data. We may share personal data, as set forth under the Confidential Information Section of these Terms.
Our engagement is solely with you. It does not create any rights or obligations for any third party and no third party may rely on our advice. We assume no responsibility to any third party unless expressly agreed otherwise in writing.
We may terminate our engagement for any reason at any time. If we propose to exercise this right, we shall confirm in writing that we are no longer representing you and we will charge you for all work completed up to the date of our ceasing to act. Furthermore, we may cease to act for you if the requirements of our client identification or conflicts checking procedures have not been satisfied. If so, no lawyer client relationship will have been, or be deemed to have been established between us.
You may terminate our engagement at any time by notifying us. Termination of our services will not affect your responsibility for payment for legal services rendered and additional charges and expenses incurred before termination and in connection with an orderly transition of your matters.
Our lawyer client relationship will be considered terminated upon our completion of the specific services that you have retained us to perform, or, unless agreed otherwise in writing, if open-ended services are agreed upon, when more than six months have elapsed from the last time we furnished any billable services to you. If you later retain us to perform further or additional services, our lawyer client relationship will be re-established, subject to these Terms and any subsequent written terms in the Engagement Letter.
The fact that we may inform you from time to time of developments in the law which may be of interest to you, by newsletter or otherwise, should not be understood as a re-establishment of a lawyer client relationship.
When termination occurs, papers and property that you have provided to us will, at your request, be returned to you promptly subject to the timely payment of our outstanding fees and costs. Copies of work product we have created for you, which you may need but no longer have, will be made available to you. If you request your files and documents, we may charge you for the costs of copying a duplicate. We will retain copyright, intellectual property and proprietary rights in all work products, documents and materials prepared by us during the course of providing the services under the Engagement Letter. However, you are entitled to make use of those documents for the purposes for which they were provided to you. We reserve the right, subject to any applicable laws or rules of professional responsibility to the contrary, to destroy within a reasonable time any items described in this paragraph that are retained by us (whether provided by you or generated by us for you).
However, please note that certain information relating to our work on your behalf, including confidential information, may be stored in our internal document management systems and in cloud-based or similar digital storage platforms maintained by us or other reputable third-party service providers. Such storage is subject to appropriate safeguards and used solely for internal firm purposes, including compliance, risk management, and record-keeping, and does not constitute ongoing legal representation.
We employ commercially reasonable efforts to exclude from our e-mails and any attachments any virus or other defect that might affect any computer or IT system. However, it is your responsibility to put in place measures to protect your computer or IT system against any such virus or defect, and we do not accept any liability for any loss or damage that may arise from the receipt or use of electronic communications from us. If you communicate with us via instant messaging (such as Whatsapp, WeChat or other social media platforms), we will not be held liable for any data breach which results from transmitting information through these means, nor will we be liable for any direct or indirect loss resulting from a data breach caused by using instant messaging or by third parties intercepting your information. Similarly, we will not be liable for any data breach, breach of confidentiality or any direct or indirect losses which results from transferring, processing or hosting data on data hosting or document sharing applications and technologies that you have specifically requested us to use.
In providing our legal services to you, we may use a range of technologies provided by third-party service providers. Such technologies may include, but are not limited to, those that facilitate legal research, legal review/drafting, document digitization, document automation, file-sharing, audio transcription, remote conferencing, workflow management, electronic discovery, and digital signature, including those that may utilize artificial intelligence capabilities and/or cloud-based systems. We exercise reasonable care and skill in selecting and utilizing such technologies in accordance with our legal, regulatory, and professional obligations, as well as these Terms, including by employing appropriate technical and organizational measures to protect the security and privacy of any information shared with the relevant service providers.
We are obligated to verify the identity of our clients, their representatives and owners. We are also legally obligated to clarify the purpose and nature of the matter and/or origin of the client’s funds and other assets. We may therefore ask the client to provide us with information about (including evidence of the identity of) the client and/or any other person involved in the matter on the client’s behalf, and, in the case of legal entities, the individuals having ultimate control over them (the beneficial owners), as well as information and documentation showing the origin of funds and other assets. You agree to provide such information as requested. Laws on the prevention of money laundering and terrorist financing require us to report to the authorities all suspicious assignments or activities. We are also prevented by law from informing the client of our suspicions or that a report has been, or will be, made to the relevant authorities. In the event of such suspicions, we may decline or cease acting for you if these legal obligations are not satisfied.
It is impossible to provide any promise or guarantee about the outcome of your matters. Nothing in the Engagement Letter, these Terms or any statements by our staff or lawyers constitutes a promise or guarantee. Any comments about the outcome of your matter are expressions of opiniononly.
To the fullest extent permitted by applicable law, our aggregate liability to you (whether in contract and in tort (including professional negligence) or under statute or otherwise), for any and all claims arising out of or in connection with the Engagement Letter, these Terms, or any services provided by us and for any loss, liability or damage suffered by you or any other person that may arise from or is related to our engagement, shall be limited to an amount that bears a reasonable correlation to the aggregate amount of fees actually paid to us by you for the relevant matter under dispute during the twelve (12) month period immediately preceding the act or omission giving rise to such liability. Our liability shall be limited to the proportion of the loss or damage that is just and equitable having regard to the extent of our responsibility and the surrounding circumstances. We, our partners, associates, officers, directors, employees or professional advisors shall not be liable for any special, punitive, indirect loss (such as consequential, incidental or similar losses), liquidated damages or penalties, or loss of profit, goodwill, reputation, opportunity, and non-monetary damages, resulting from or arising out of the performance or non-performance of the services provided under our engagement. Nothing in these Terms shall exclude or limit our liability for fraud, willful misconduct, gross negligence, or any other liability, which cannot be excluded or limited under mandatory law.
Where services are provided to you by any third-party advisor such services will be directed and controlled by such third-party advisor. Legal responsibility for the provision of such services will be governed by the engagement agreement entered into between you and the third-party advisor. If we instruct any third-party advisor on your behalf, you will be directly responsible for their fees and disbursements, and we do not accept responsibility or liability for the acts, errors or omissions of any such third-party advisor.
The Engagement Letter, these Terms and any claims arising in respect thereof shall be governed by the laws of the State of Israel, without giving effect to any principles of conflict of laws. The competent courts of Tel Aviv-Yafo shall have the sole and exclusive jurisdiction over any dispute, disagreement or claim in connection with the Engagement Letter, these Terms or relating to any service or work performed by us or relating thereto. All such matters shall be brought exclusively before such courts, and the parties hereby irrevocably submit to the jurisdiction of such courts, to the exclusion of any other court or jurisdiction.
These Terms shall be incorporated into any specific engagement and will be part of each Engagement Letter. These Terms supersede all prior understandings or agreements between you and us, and they shall prevail over any contrary or alternative terms of yours or any third party.