Terms & Conditions

This Agreement is entered into in writing using the client engagement template prepared by AhA. An Agreement is also regarded as concluded if the volume, scope and terms of provision of legal services are agreed to by e-mail (in relation to future matters on behalf of a Client that has previously signed the formal engagement letter). Oral client agreements may be entered into only for a one-time purpose or for provision of legal services for a clearly defined instruction, and when possible, these oral agreements should be confirmed by e-mail.

Legal services are provided on behalf of AhA only by members of the Law Association of Zambia, i.e., Partners, Associate Advocates and Learner Legal Practitioners (“advocates”). The Partners provide legal services independently, while the Associate Advocates and the Learner Legal Practitioners provide legal services under the supervision of the Partners. The advocates may engage other employees working for AhA in provision of legal services. Such employees cannot independently provide legal services to a Client on behalf of AhA, but they assist the advocates who engage them in provision of legal services under the supervision of, and on the responsibility of those advocates. A list of the persons providing legal services on behalf of AhA and the list of other employees is available under Our Team.

The party to the Agreement that provides legal services is always AhA and provides those services as a partnership. The services are not to be construed as being provided by a specific advocate or other employee of AhA providing legal services to the Client.

AhA and its advocates may represent and defend the Client in all disputes, negotiations and proceedings out of court and in court, in arbitration, tribunals and elsewhere. In particular engagements, the Client may provide a separate power of attorney for performing the instructions agreed to in the Agreement.

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. AhA is not liable for payment of invoices for fees or expenses related to provision of services by external counsel.

At the outset of provision of legal services, AhA agrees with the Client on the scope of work to be performed as legal services by AhA. The scope of work may thereafter be amended by agreement between the parties.

The legal services provided to the Client by AhA are based on the facts of the specific instruction as provided by the Client. The Client cannot rely on the advice provided by AhA in any circumstances which AhA has not analysed prior to providing the advice.

Legal services only include the provision of legal assistance within the scope of the instructions agreed with the Client. Legal services do not cover advice in other areas (such as financial, accounting, environmental, technical or other advice).

Advocates and employees of AhA are qualified to provide legal services only on the basis of the law in the Republic of Zambia. Based on its general experience in the respective area of law, AhA may provide views related to the law of other jurisdictions, but this does not constitute provision of legal services and AhA does not assume any liability for the correctness of such views.

The Client undertakes to provide AhA all relevant information and documents concerning the instruction and to keep AhA informed of facts that change or may be anticipated to change. In co – operating with AhA and at its request, the Client will promptly deliver documents and positions and perform other acts necessary for timely performance of the instruction.

The Client undertakes to accept the instruction carried out by the advocates and employees of AhA and forthwith notify AhA regarding any amendments required. If the Client fails to deliver such notification to AhA, the legal services shall be considered to have been accepted by the Client.

Unless otherwise agreed with the Client in writing, AhA does not undertake to amend or update any information, opinions or documents provided to or prepared for the Client after performance of the instruction due to amendments to or repeal of acts of parliament, statutory instruments and other subsidiary legislation, rules of court, development of case law or due to apparent or actual changes in any other circumstances.

Unless agreed otherwise, the Client pays AhA for legal services based on the hourly fee rates, flat fee or transactional fee set out in the Agreement.

The amount of the fee for legal services requested by the Client is calculated on the basis of, but not limited to the following criteria: (i) the time spent in fulfilling the assignment; (ii) the qualifications and experience of the advocate or employee performing the instruction, and the resources required for fulfilling the instruction; (iii) the business interest involved; (iv) the risks assumed (if any) in fulfilling the instruction; and (v) the time constraints on fulfilling the instruction.

For the avoidance of doubt, time spent on telephone calls relating to the Client’s matters, including calls with the Client, other advisors of the Client or opposing counsel will also be charged. Unless otherwise agreed, AhA will charge the Client for time its personnel spends traveling in performance of the instruction.

The time spent on fulfilling an instruction (if based on an hourly fee structure) is recorded on a time tracking system. Unless agreed otherwise, there is no minimum time tracking unit.

The amount of fees is determined irrespective of whether those fees will be reimbursed to the Client as cover for legal expenses or under an insurance policy acquired for any other reason, or whether, in a given dispute, the losing party is obliged to pay the costs of the opposing party. The Client also acknowledges that the hourly fee rates that are agreed in the Agreement may exceed the maximum chargeable under the statutory instruments relating to professional fees and as such may affect the Client’s ability to recover its costs on an indemnity basis.

AhA issues an invoice directly to the Client or to a third party designated by the Client. If the third party designated by the Client fails to pay an invoice by the due date of payment, AhA may readdress the invoice in the name of the Client, and the Client shall pay the invoice by the due date of payment indicated in the invoice.

AhA may unilaterally change its hourly fee rates but must inform the Client at least 30 calendar days in advance in writing at the time of or before the provision of legal services. If the Client does not agree to pay the fee for provision of legal services on the basis of an hourly fee rate(s) that is (are) different from the fee rate(s) set out in the Agreement or agreed upon between the parties at a later date, each party will be entitled to terminate the Agreement. Termination of the Agreement by the Client does not release the Client from the obligation to pay an invoice delivered for legal services provided, and expenses related thereto, up to and including the moment of termination.

Fee estimates are always indicative and are based on information available to AhA at the time the estimate is given. Unless agreed otherwise, fee estimates cannot be regarded as fixed quotes.

Unless otherwise instructed by the Client, AhA may take such action as it considers necessary or advisable in order to carry out an instruction, and incur reasonable out-of-pocket expenses on the Client’s behalf.

AhA invoices on a monthly basis, unless otherwise agreed in writing. The term of payment of an invoice is 14 calendar days or such other time as may be stipulated in the Agreement.

Value added tax is added to the fees in the cases and at the rate set by law. In addition to fees, the Client also reimburses direct expenses incurred by AhA in provision of legal services (including but not limited to translations, photocopying, long distance calls, notary fees, etc.)

If the Client is required to deduct or withhold any taxes or other sums (such as bank charges) from any amount payable indicated in an invoice in whatever circumstances, the Client will pay and bear such taxes or other amounts and ensure that AhA receives the full amount of the invoice net of any deduction or withholding.

If payment of an invoice is delayed, AhA may suspend provision of legal services and withhold documents prepared for the Client’s instruction until full payment by the Client of amounts overdue.

The Client will reimburse AhA all additional expenses incurred by AhA in relation to collection of any amounts not paid by the due date of payment by the Client.

Invoices are sent to the Client in electronic form to the e-mail address indicated in the Agreement and without a physical signature. Upon the Client’s request, AhA will provide an invoice in paper form.

Before accepting an instruction, AhA always conducts an internal conflict-of-interest check to verify that AhA can accept the instruction.

Notwithstanding such checks, circumstances may arise that prevent AhA from acting for the Client in an existing ongoing or future matter. In these situations, the Legal Practitioners’ Practice Rules regulating conflicts of interest apply, and AhA may terminate the Agreement. Should the circumstances permit, the Client may consent to and provide a waiver of conflict of interest, permitting AhA to continue such representation.

The relations between AhA 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 instruction. In addition, AhA retains the right to render legal assistance to other persons and execute instructions not connected to the Client’s instruction, including providing of services to persons operating in the same field as the Client or who might potentially have interests opposite of the ones of the Client.

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. AhA is not liable for the risks related to electronic communication of digitally formatted information, provided AhA has taken all reasonable precautions.

Measures taken to protect electronic communication and to ensure its confidentiality and preservation by AhA may in certain cases cause communications from the client to be blocked or delayed. The Client is advised to follow up by telephone regarding any messages that are particularly time-sensitive or in circumstances in which it is unclear that the message has not been duly received by AhA.

AhA uses IT systems (including electronic communication, time tracking, client administration and document administration systems) which contain information on clients of AhA, the legal services provided to them, and documents related thereto.

Unless agreed otherwise, AhA may return to the Client, on request, a set of original documents in its possession in relation to an instruction after completion of the instruction, rejection of the instruction or termination of the agreement. AhA shall retain a set of original documents in its possession for a period not exceeding five (05) years after completion of the instruction, rejection of the instruction or termination of the agreement.

Under the respective regulation on prevention of money laundering, financial crime and terrorist financing, AhA must identify its Client as well as persons acting on the Client’s behalf and the final beneficiaries of the Client. It is also AhA’s duty in certain situations to determine the origin of the Client’s assets. AhA may be obligated to decline or suspend an instruction 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, financial crime or money laundering.

Although it is the professional and legal obligation of AhA to avoid disclosing information concerning its Clients and the legal services provided to them, the applicable mandatory regulation may require AhA to inform the authorities about substantial cash transactions, regardless of whether the transaction is carried out as a single payment or as several linked payments, or if it becomes known to AhA or AhA has reason to suspect that any given transaction being carried out in the Client’s name may be related to money laundering, financial crime or terrorist financing. If it appears to be necessary to give notice of money laundering, financial crime or terrorist financing at any given time while AhA is acting in the interests of the Client, it may not be possible for AhA to inform the Client about the notification or the reasons for it.

In some cases, AhA may have to provide information to Zambia Revenue Authority on the VAT registration number of a Client and the value of services purchased by the Client. Additionally, in certain cases the authorities and trustees in bankruptcy may require submission of invoices and annexes thereto.

The Client understands and accepts that such measures, being mandatory legal obligations of AhA, do not constitute breach of professional confidentiality provisions.

AhA 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 marketing purposes.

AhA adheres to internationally recognised data protection norms, in particular:

• To keep and secure personal information: AhA does not take your trusting us with your information for granted. We take responsibility to ensuring that appropriate security measures are put in place and your personal information is protected;

• To collect and store personal information on the “need to collect” basis: AhA collects personal information to perform its services for you. We work to have measures in place to prevent collecting and storing personal information beyond what we need.

• Your right to be forgotten: we respect the fact that we may not store your data perpetually. Once the matter in which we represent you has concluded or you wish to withdraw instructions, should you require us to do so, we would destroy all information relating to your matter or return same to you.

• Limited use: we use your data only for the purposes for which it is collected.

For the purposes of fulfilment of the Client’s instructions AhA 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 data controller in accordance with the laws and regulations governing personal data protection. The Client must inform AhA on specific security measures it requires for the protection of personal data processing.

If the Client has not separately informed AhA on such specific security measures, the Client hereby agrees that the security measures taken by AhA correspond to the requirements of the Client and applicable law. Persons whose personal data are processed by AhA are entitled, under law, to obtain information on the personal data processed by AhA and to request that AhA rectify or erase their personal data.

If necessary for the provision of legal services, AhA 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.

AhA 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 instruction (e.g. to foreign counsel which the Client may ask AhA to engage or to which the Client’s instruction may be transferred etc.), as much as it is needed to achieve this purpose.

Copyright and other intellectual property rights in all advocate work product generated in the course of the instructions by AhA belong to AhA. However, the Client has the right to use such advocate work product for the purposes for which they are provided.

Subject to the References section below of these General Terms and Conditions, AhA will keep confidential Client information that becomes known to AhA while providing legal services in accordance with the Legal Practitioners’ Practice Rules.

If necessary for the provision of legal services, or if the obligation derives from the law, AhA may disclose to third parties (including banks and state authorities) confidential information and documents regarding the Client without separate consent from the Client. If the Client instructs AhA to use the services of other service providers for provision of legal services or if the Client agrees with the use of other service providers suggested by AhA, AhA may, unless clearly agreed otherwise, disclose to them such confidential information and materials as AhA considers necessary for the overall performance of the instruction.

AhA is also entitled to disclose information entrusted by the Client and/or relating to legal services provided to the Client by AhA in the course of internal review and/or professional investigation either in disciplinary or ethics procedure, when the review or investigation is conducted pursuant to the rules of the Law Association of Zambia – Legal Practitioners Committee.

During the period of this Agreement and for 12 months after its expiry, the Client agrees to avoid soliciting any advocate who worked for AhA during the validity period of the Agreement for employment or provision of services under another contract.

AhA may reveal to third parties the fact that the Client is a Client of AhA, the cases and instructions in which AhA has assisted the Client, and the general nature of the services provided to the Client. Specific 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 parties may be disclosed by AhA to the extent which it has already been published or is subject to publishing pursuant to the law.

When the Client publicizes information regarding the instruction carried out by AhA, the Client shall, to the extent possible, indicate that the legal assistance in relation thereof was provided by AhA.

AhA is liable for direct proprietary damage wrongfully caused to the Client through provision of legal services up to triple the amount of fees paid or payable for legal services. In any case, the liability of AhA for damages caused to the Client through provision of legal services is limited to ZMW 1, 000, 000. 00. AhA is not liable for loss of profit or non – proprietary damage. Without limiting the generality of the foregoing, if the Client has been advised by an advisor other than AhA in the same matter, the liability of AhA is always also limited to its pro rata share of the total damages.

The liability of AhA to the Client will be reduced by insurance indemnities or compensation for damage received by the Client under any insurance agreement or under any other agreement, unless it is contrary to the Client’s agreement with the insurer or third party or the Client’s rights against the insurer or third party are thereby restricted.

AhA reserves the right to limit its liability to a lower amount than stated above subject to agreement with the Client, depending on the nature of a particular instruction or part thereof.

AhA is not liable for damage caused by advice or documents provided to the Client if they are used for any other purpose than that for which they were originally prepared.

AhA is liable only to the party who entered the Agreement with AhA and will not accept liability for damage that may be caused to any third party.

AhA 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 AhA itself or of the Client, provided that the Client has been informed about engaging such external counsel.

The Agreement between AhA and the Client shall come into effect on the date of its execution and shall remain valid until its termination if not provided otherwise below.

The Client may terminate the Agreement at any time by notifying AhA in writing.

AhA may terminate this Agreement at any time by serving a 14-day prior written notice to the Client before the termination date, unilaterally in cases, where AhA has a substantial reason, provided that such termination does not contradict the Legal Practitioners’ Practice Rules and that Client interests are duly respected.

AhA may terminate fulfilment of an instruction with immediate effect (upon informing the Client thereof) provided that such termination does not contradict the Legal Practitioners’ Practice Rules if the Client fails to pay an invoice for legal services when due. An invoice overdue for over 30 days constitutes a fundamental (material) breach of the Agreement, and AhA may then terminate the Agreement extraordinarily with immediate effect (upon informing the Client thereof) irrespective of the instruction for the performance whereof the Agreement has been entered into.

In some cases, AhA may be obligated or entitled under the Legal Practitioners’ Practice Rules to terminate the Agreement, for example if the Client submits falsified evidence or demands that AhA uses means or ways that are contrary to the law in order to protect the Clients interests or demands that AhA acts in a way not in compliance with its ethos, honour and reputation or rules of professional ethics, or if a conflict of interest exists/arises in fulfilling the Clients instruction, or if the Client acts contrary to AhA’s advice or in any other manner expresses that the Client has lost trust in AhA, or if the Client gives instructions that are detrimental to the Client’s interests and does not forego demanding compliance with these instructions irrespective of AhA’s advice.

Upon termination of the Agreement, the Client shall pay to AhA fees for legal services provided and expenses incurred prior and up to termination of the Agreement.

If services to the Client under this Agreement are not rendered for six (06) months or longer, AhA shall be entitled (at its own discretion): (i) to unilaterally change the fees indicated in the Agreement; or (ii) to unilaterally terminate this Agreement with immediate effect by serving a notice to the Client.

The Agreement is governed by the laws of the Republic of Zambia.

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; (v) require a reduction of the fees.

A Client who has a complaint or claim regarding the activities of an advocate or employee of AhA shall submit a complaint to AhA 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 the violation of the Client’s rights must be appended to the complaint.

A claim for damages must be presented to AhA in writing. The Client shall be required to file a claim for damages during 12 months from the moment of receiving the legal service from AhA of from the moment when the instruction or a substantial part of it can reasonably be considered to have been completed, whichever comes 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 AhA is based on a claim by a third party (including public authorities) against a Client, AhA may respond to and settle the claim or make an agreement on the Client’s behalf with the party filing the claim, provided that AhA 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 AhA’s consent, AhA has no liability for the claim. If the Client is compensated by AhA or by the insurers of AhA in respect of a claim, the Client assigns the right of recourse against third parties to AhA or its insurers.

Any dispute, controversy or claim arising out of or relating to the Agreement is to be settled by negotiation.

Should negotiations fail, the parties are entitled to apply to the High Court for Zambia for settlement.

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, or e-mail at the addresses of the parties indicated in the Agreement.

Each party shall forthwith notify the other party about any change of its contact details indicated in the Agreement.