- General Terms
1.1 These Terms of Business together with any letter which I may send you confirming your appointment of me and outlining your matter (‘Engagement Letter’), are herein referred to as the ‘Terms’ and the Terms constitute the contract between you and Nuno Veríssimo – Lawyer (‘NVL). In the case of any inconsistent or incompatible provisions, the Engagement Letter takes precedence.
1.2 In these Terms ‘NVL’ or ‘I’ shall mean Nuno Veríssimo, Lawyer, with registered office at Amendoeira Golf, Resort, Morgado da Lameira, 8362-302 Alcantarilha, Portugal, its associates and, in all relevant cases, any successor or assignee.
1.3 Nuno Veríssimo is a registered lawyer with the Portuguese Bar Association (Ordem dos Advogados Portugueses, hereafter “OA”), with professional licence 18153l.
1.4 The expressions ‘you’ or ‘your’ refer to you, my client.
1.5 These Terms are subject to change from time to time and are updated on our website at www.nverissimo.pt and are correct at the time of issue 1 September 2004.
- Provision of Advice
2.1. My advice on any matter is confidential and is provided for your benefit alone and solely for the purpose of the matter set out by me in the Engagement Letter. Save with my prior written consent it may not be relied upon for any other purpose or by any other person. My duty of care is to you as my client and does not extend to any third party.
2.2. I am are not responsible for advising (or not advising) on matters outside the scope of the Engagement Letter, or for advising on changes in the law after I have delivered my advice, or if you act or refrain from acting on the basis of any draft advice before it has been finalised.
2.3. You are responsible for providing me in a timely manner with all instructions, information and documents that I require in order to advise you on your matter and to ensure that such information is, and remains, true and accurate in all material respects and is not misleading. Unless I agree otherwise, I will not check the accuracy or completeness of such information.
2.4. If now, or at any time in the future, any matter upon which I act for you is the subject of contested proceedings, whether in the courts or other tribunals, you will almost certainly have to disclose documents, including electronic documents, relevant to the matter. You should ensure that you do not destroy or allow to be destroyed any documents that relate to such matter in any way as your position in such proceedings could be seriously compromised if you do so.
2.5. You are responsible for ensuring that you have all necessary rights to supply me with the information you provide and that our use of that information will not infringe the rights of any third party or result in a breach of any law, rule or regulation.
2.6. To enable me to continue to advise you on your matter effectively you are obliged to inform me, within 7 days, of any changes to your name, address, e-mail address or telephone number.
3.1. Unless otherwise authorised by you, I will keep confidential any information which we acquire about you, unless it is information which is already in the public domain or which is already lawfully in my possession at the time it is communicated by you to me or I am are required to disclose any such information:
3.1.1. To my accountants, external advisors or for the purposes of our professional indemnity insurance; or
3.1.2. By law or other regulatory authority to which we are subject, namely for money laundry purposes;
3.1.4. To any third party to assist in the recovery of costs from your opponent. Any such disclosure shall of course be conducted in confidence.
3.2. If you or I engage other professional advisers to assist with a matter I will assume, unless you notify me otherwise, that I may disclose information to such other advisers as necessary.
3.3. I may from time to time outsource some of my services, but only when it is cost effective to do so e.g. translation/typing. I will assume, unless you notify us otherwise, that I may disclose information to such outsourcing agents as necessary. All of my outsourcing arrangements have express confidentiality agreements in place.
3.4. Under the principle of legal professional privilege, solicitor/client communications may enjoy special protection from later disclosure in litigation or in other circumstances. Legal professional privilege can be lost, and my advice is that you, and anyone else involved in matters with me or where you may need my advice, should treat all information and communications relating to those matters as confidential and avoid circulating those communications more widely than is necessary.
- Anti-Money Laundering Rules
4.1. In some areas of my work, in order to comply with Law 83/2017, 18-08, that establishes the measures to fight Money Laundering activities (and any subsequent amendments) I am are required to satisfy myself that I am not unwittingly involved in money laundering. The legislation is intended to provide a comprehensive system of client identification procedures, record keeping and mandatory reporting and provide a framework for my procedures.
4.2. To both satisfy my regulatory obligations and conduct my identification requirements, I may request you to provide evidence of your identity and address. When acting for a company or other organisation I will require evidence that the person providing instructions has the necessary authority to do so. I will retain copies of any identity documentation for as long as the law requires it from time to time.
4.3. If I have reason to suspect that there is an attempt to launder money, or that you or any other party connected with you is involved in certain activities then I have a positive obligation to notify the authorities of my suspicions. You acknowledge, as a condition of these Terms, that this obligation will in certain circumstances override my duty of confidentiality. I may not be permitted to advise you whether or not I have made or might intend to make such a report. In such circumstances I may cease acting for you, or be instructed to do so by the relevant authorities, and I may not be able to communicate the reason for ceasing to act.
- Client Funds
5.1. It is a condition of these Terms that I am entitled to ask you to let me have money on account of costs to be incurred or months for both my fees and other disbursements (provisão).
5.2. Money held by me for you, whether on account or otherwise, will be held in a separate client bank account. In order to comply with my money laundering obligations, where a transaction does not complete I will repay monies held by me, for you, to you alone and not to any third party on your behalf.
5.3. I do not accept any payment in cash. If you deposit cash direct with my bank I reserve the right to charge for any additional checks I deem necessary regarding the source of the funds.
- Professional Charges, Expenses and Disbursements
6.1. Save for where I have agreed a fixed fee, my basic charges are normally based on the time spent dealing with a matter. Time is recorded and charged on the basis of half hour increments. Other factors may also be taken into account in accordance with the OA requirements, for example, complexity, value, importance to the client and urgency. I may increase my rates if, for example, the matter becomes more complex than expected.
6.2. My hourly rates are set out in your Engagement Letter. VAT will be added where applicable. My rates are reviewed from time to time and if they alter you will be notified of any increases.
6.3. Where I have provided an estimate of my likely charges and expenses I will keep that estimate updated and will inform you if any unforeseen additional work becomes necessary and before any additional expenses are incurred (for example, due to unexpected difficulties or if your requirements or the circumstances significantly change). However, I cannot provide a guarantee that the final cost will not be greater than the estimate.
6.4. If you receive funds from settlements or damages, I am entitled to retain monies in payment of my charges, my expenses and disbursements
6.5. By instructing me, you are authorising me to incur such charges and disbursements as I consider reasonable and necessary. I do not propose to seek your authority before incurring each disbursement. In some circumstances I may ask you to pay my charges and expenses before I commence work.
6.6. Disbursements are charges paid to external providers on your behalf and may include (and this is not an exhaustive list) the fees charged by other experts, including medical experts, travel, couriers, court fees, stamp duty, conveyance tax, notary fees, administrative fees. These items are charged at cost to you with VAT added where applicable.
6.7. Routine photocopying, telephone and facsimile charges may, at my discretion, be charged for. I also reserve the right to charge for special bank transaction costs. VAT will be added where applicable.
6.8. I reserve the right to charge an administration and/or photocopying fee in the event that you or any person on your behalf requests the documents in my possession relating to your matter.
7.1. I may issue interim bills during the course of your matter and a final bill will be sent to you at the conclusion of your matter. My bills should be paid within 14 days of issue (unless otherwise stated) and if payment is not made I reserve the right to suspend acting for you until full payment is received or decline to act for you further. If I cease acting for you I will render a final bill for any work carried out to that point.
7.2. If a bill remains unpaid for one month after the date of the bill, I reserve the right to charge interest on a daily basis until payment is made.
7.3. I will also be entitled to retain property belonging to you, together with our own papers relating to the matter, until all sums outstanding to me are paid.
7.4. I may require payment of sums on account of anticipated fees or disbursements. When I put these payments towards your bill I will send you a receipted bill. I will offset any payments on account against your final bill, but your total charges and expenses may be greater than any advanced payments. I may use any final or interim damages recovered on your behalf as payment in full or in part of any disbursements I have paid. I reserve the right to charge interest on any disbursements we pay on your behalf.
7.5. In order to comply with my money laundering obligations, other than the usual charges incurred in connection with a matter, I will not pay any sums to a third party on your behalf, whether from proceeds of sale or funds provided by you. You will be responsible for making any such payments yourself.
7.6. I reserve the right to recover my costs incurred as a result of you not complying with our payment terms. These include charges for preparing and sending you reminder letters and the expense I incur in tracing you and enforcing my terms whether through the courts or not. These terms entitle me to recover from you any shortfall in costs arising.
7.7. I will send you a bill for our charges and expenses. Any query on a bill must be raised within 14 days of delivery and you should still promptly pay all other elements of the bill. If a bill is not paid within 30 days of the due date we may charge interest on the unpaid amount
- Termination and Notice of the Right to Cancel
8.1.You may terminate my instructions in writing at any time by writing to me but I will be entitled to keep all your papers and documents while there is money owing to me for my costs.
8.2. I may decide to stop acting for you, for example, if you do not pay a bill, if you provide me with misleading information, or if you act in an abusive or offensive manner. I will give you reasonable notice in any situation where I will be ceasing to act for you.
8.3. If you, or I, decide that I will no longer act for you, I will charge you for the work I have done and, where appropriate, will charge fees and disbursements incurred in transferring the matter to another adviser if you so request. Please note that I will not (to the extent permitted by the applicable rules of professional conduct) release your papers or property to you or any third party until you have paid all outstanding charges.
8.4. Notice of the right to Cancel – You may cancel our agreement within 14 days from the date of first instructing me, without any charge being made. You must give me notice in writing, either by post or electronically. The notice of cancellation will be deemed as having been served on us as soon as it has been posted, or sent electronically. Please note that if you agree in writing that I should undertake work on your behalf before the end of the cancellation period, then even if you cancel your agreement with me you may still be required to pay for services supplied before the cancellation date.
- Limitation of Liability
9.1. All correspondence and other communications sent to you in the performance of my services shall for all purposes be assumed to have been sent on behalf of NVL. Any liability arising out of these Terms, or otherwise arising out of or related to the performance of my services, shall be a liability of NVL and not of an employee, member or consultant of NVL. Accordingly, you agree that by engaging me you will not bring any claim arising out of or in connection with our engagement personally against any other individual employee, member or consultant of NVL. This restriction will not operate to limit or exclude the liability of NVL.
- Intellectual Property Rights
10.1. I retain copyright and all other intellectual property rights in all documents and other works I develop or generate for you in providing my services (including knowhow and working materials as well as final documents). I grant you a non-exclusive, non-transferable, non-sub licensable license to use such documents or other works solely for the purpose of your matter. If you do not pay me in full in accordance with your obligations I may, on giving you notice, revoke the license and only re-grant it to you once full payment has been made.
10.2. I may retain, for my subsequent use, a copy of the advice or opinion of third parties obtained in the course of providing the services. If I retain a copy of any such advice or opinion I will take all reasonable steps to conceal information which might reasonably enable you to be identified.
- Storage of Documents
11.1. I normally keep our file of papers (except for any of your papers that you ask to be returned to you) for at least six years, but I reserve the right to destroy a file at any time. I keep the file on the understanding that I have the authority to destroy it six years after the date of the final bill I send you for the matter. I will not destroy documents you ask me to deposit in safe custody, but I may charge for retention.
- Data Protection and Electronic Communication
12.1. I comply with the legal requirements in relation to data protection.
12.2. You have the right to access information we hold about you.
12.3. I may conduct some or all of our communication and send documents, including bills, by email. However, email is not fully secure, may be intercepted by third parties, and may not always reach its intended recipient. Where necessary, you should follow up all important communications with a phone call, or printed copy by post. If you do not wish me to use email please let me know.
12.4. I shall use reasonable endeavours to ensure that emails I send are free from viruses and any other materials that may cause harm to any computer system. You undertake to act likewise with any email you send to me. I may monitor emails to investigate unauthorised use of my email system, or for any other purpose permitted by law. As a result, I may collect personal information about the senders and/or recipients of the email or which is contained in the email.
12.5. I may use the personal information that you provide us, or which I obtain through our dealings with you, for the provision of my services to you and for related purposes such as administration, billing and record keeping and to inform you of my services and events that we think may be of interest to you.
- Professional Indemnity Insurance
13.1. I maintain professional indemnity insurance in accordance with the requirements of the OA. Details of the insurers and territorial coverage are available for inspection at my registered office.
- Tax Advice
14.1. Unless you specifically instruct me to advise on tax planning, the advice I give will not include any consideration of, or advice concerning, the taxation implications or consequences of any course, or alternative course, of action and I will not be liable for any loss or disadvantage that may arise from the tax consequences of any matter.
14.2. I may be required by law to notify the tax authorities with details of any tax planning you receive, even though I have not myself provided you with the tax planning advice.
15.1. My practice is authorised and regulated by the OA. The OA is the independent regulatory body of the Lawyers in Portugal and operates within a comprehensive regulatory framework.
- Equal Treatment
16.1. I am committed to promoting equality and diversity in all of my dealings with clients, third parties and employees. I will not discriminate in the way I provide my services on the grounds of sex, marital status, sexual orientation, disability, race, colour, religion, age, nationality or ethnic or national origins.
- Severability and Good Faith
17.1. If any part of these Terms is held to be illegal, invalid or otherwise unenforceable then that provision shall, to the extent necessary, be severed and shall be ineffective but the remaining terms will continue in force and effect.
18.1. Any failure by me to insist upon strict performance of any of the Terms, or any failure or delay by me to exercise any rights or remedies whether under the Terms and/or at law or otherwise, shall not be deemed a waiver of any of my rights to insist upon the strict performance of the Terms or of any of its rights or remedies as to any default under the Terms.
- Electronic Communications
19.1. You warrant that any electronic signature you provide to enter into these Terms of Business and/or the Engagement Letter is authentic to you and confirms the authenticity of both your signature and these Terms. Your signature is the means by which you consent to these Terms. You also agree that at our request you will co-operate with us by providing such certification as we may ask to verify the authenticity of your electronic signature, the Terms and your consent.
- Governing Law and Jurisdiction
20.1. These Terms and any dispute between us shall be governed by, and construed in accordance with, the laws of Portugal and shall be subject to the exclusive jurisdiction of the Portuguese courts.