Terms of appointment

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TERMS OF APPOINTMENT

1. Definitions

In these terms and conditions of use -

1.1. clause headings are for convenience and shall not be used in its interpretation;

1.2. unless the context clearly indicates a contrary intention an expression which refers
to any gender includes the other genders, a natural person includes an artificial
person and vice versa, the singular includes the plural and vice versa;

1.3. the following expressions shall bear the meanings assigned to them below and
cognate expressions shall bear corresponding meanings –

1.3.1. “the ECT Act” means the Electronic Communications and Transactions Act
25 of 2002;

1.3.2. “intellectual property” means, collectively, the patents, copyrights (and

moral rights), trademarks, designs, models, brands, names, trade names,
graphics, icons, hyperlinks, know-how, trade secrets and any other type of
intellectual property (whether registered or unregistered including
applications for and rights to obtain or use same) which we own, license,
use and/or hold (whether or not currently) on or in connection with this
website;

1.3.3. “know-how" means all the ideas, designs, documents, diagrams,

information, devices, technical and scientific data, secrets and other
processes and methods we use in connection with this website, as well as,
all available information regarding marketing and promotion of the products
and services described in this website, as well as all and any modifications
or improvements to any of them;

1.3.4. “products and/or services” means the products and/or services we offer
from time to time;

1.3.5. “RIC Act” means the Regulation of Interception of Communications and

Provision of Communication Related Information Act 70 of 2002;

1.3.6. “terms of use” means these terms and conditions of use, as amended from
time to time;

1.3.7. “trademarks” means those trademarks we own (or which we are designated
as beneficial owner) and any other trademarks, designs, logos, style
names, tag lines and slogans which we own or have the right to use or any
derivative service offerings of, and applications for, any of same;

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1.3.8. “We”, “us”, “our” and “Jacobson Attorneys” means Paul Jacobson trading as
Jacobson Attorneys;

1.3.9. “website” means each and every website we own, host, operate or
administer including, but not limited to, the websites located at or accessed
through http://webtechlaw.com and http://jacobson.co.za;

1.3.10. “website material” means the contents of this website, including without
limitation, all and any information, data, documents, intellectual property,
material, products (including software) or services contained in, accessed
through, or downloaded or obtained from this website which we own;

1.3.11. “you” means users of and visitors to the website as well as any other
person seeking to interact with or obtain information from the website,

1.4. when any number of days is prescribed such number shall exclude the first day
and include the last day unless the last day falls on a Saturday, Sunday or public
holiday in the Republic of South Africa, in which case the last day shall be the next
succeeding day which is not a Saturday, Sunday or a gazetted public holiday in
the Republic of South Africa;

1.5. all annexures, addenda and amendments to these terms of use shall be deemed
to form an integral part of these terms of use.

2. Introduction

2.1. Jacobson Attorneys practices South African law.

2.2. These terms of appointment (“our terms of appointment”), any annexures

comprise the agreement between you or your company and Jacobson Attorneys
that is our terms of appointment (“our agreement”). By instructing us, you agree to
be bound by our agreement which sets out the terms and conditions upon which
Jacobson Attorneys will act for you, as amended by us from time to time.

2.3. Our terms of appointment will be published to our website and are available from
our offices on request. You are deemed to be familiar with these terms of
appointment and it is therefore your responsibility to:

2.3.1. request a copy of these terms of appointment; or

2.3.2. obtain an updated copy of these terms of appointment from our website.

3. Contact details

Our contact details are as follows:

Paul Jacobson

Phone 083 444 8260

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 Terms of appointment
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Paul Jacobson

Fax 086 683 1731

Email paulj@jacobson.co.za

Skype pljcbsn

Instant Messaging (Jabber/GTalk) paulj@jacobson.co.za

Web The website

Physical address 94 Athol Street, Highlands North, Johannesburg

Postal address P O Box 189, Melrose Arch, 2076

4. Instructions

4.1. Initial instructions must be confirmed in writing by a person who is authorised to

instruct us. In giving us instructions, you warrant that you have the requisite
authority.

4.2. Where there is more than one of you each of you warrant each of you have the
requisite authority to instruct us and that any one of you can give instructions on
behalf of all of you.

5. Fees and disbursements

5.1. Our fees are based upon an appraisal of the value of the professional advice and
services rendered, giving appropriate consideration in each case to:

5.1.1. The time and labour required and experience of those performing the
services;

5.1.2. The complexity, novelty and difficulty of the issues raised and the skills
required;

5.1.3. The urgency with which we were instructed to deal with the matter (in
particular, the necessity to work outside normal hours may lead to
Increased rates);

5.1.4. The contribution made, responsibility assumed, amount involved and

results achieved;

5.1.5. The number and length of documents prepared and reviewed;

5.1.6. Where and when the work was carried out; and

5.1.7. Any extraordinary efforts required to meet special constraints or other

requirements imposed by the client or the circumstances.

5.2. We have a number of fee options available to our clients:

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5.2.1. Hourly fees;

5.2.2. Fixed fees; and

5.2.3. Retainer fees.

5.3. We prefer alternative fee structures to our hourly fee structure which are aimed at
providing you with better value for your money and greater certainty as to what
you are spending on legal fees. You can find more information about these
options below.

5.4. Hourly fees

5.4.1. Hourly billing is not our preferred method of billing our clients. That being
said, circumstances may arise where it is either not possible, feasible or
desirable to agree on a fixed or retainer fee.

5.4.2. Therefore, unless otherwise agreed, we operate on an hourly fee basis.

Our standard hourly rate is R1 500 per hour. You agree that we may
increase our hourly rate or change our fee structure from time to time.
Where we change the fee structure applicable to you, we will endeavour to
notify you at least a month in advance.

5.4.3. We require that you pay us a deposit up front. The amount of the deposit
we require, which will vary depending on the nature of the matter, must be
paid upfront unless otherwise agreed. You are also required to maintain the
deposit by paying our invoices in full, irrespective of the deposit we hold.
Work on your file will commence once the deposit has been received in full.

5.4.4. At the end of each month we will invoice you for work done that month and
deduct our fees and disbursements for that month from the deposit unless
we have agreed otherwise (for example, where you invest money with us,
this investment will only be disposed of on the terms we have agreed or as
permitted by law).

5.5. Fixed fees

5.5.1. Certain matters or projects lend themselves to fixed fees. Typically these
projects have very specific deliverables and may include preparation of
documents, a report on a set of issues and so on.

5.5.2. These fees vary from project to project and, as with all our fees, we will
quote you upfront. Please let us know if you have budgetary constraints so
we can assist you where possible either through easier payment terms or
an otherwise modified quotation.

5.5.3. We do require a deposit before we begin work on the project. Depending

on the proposed fee, the deposit may equal the proposed fee or it may be a

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percentage of that fee. We will include details of the deposit in our initial
quotation.

5.6. Retainer fees

5.6.1. Retainer fees are ideal for clients who either require ongoing work or who
wish to instruct us to handle work over a longer period of time than is
usually the case. The latter type of work includes litigation or similarly
protracted matters.

5.6.2. This fee model involves regular payments of a set fee to cover all work
done in the period concerned. A good example is a regular monthly fee to
cover various attendances for a client during the course of a month.

5.6.3. As part of our effort to simplify our billing process, we are standardizing our
general purpose retainer fees to give our clientʼs a choice which retainer fee
they prefer based on how much time they require from us. These retainer
fees include a discount on hourly rate-based fees for the same number of
hoursʼ work. These retainer fees may change over time.

5.6.4. Please note that retainer fees are not refundable if you do not make use of
the full amount of time provided for in your retainer fee. For example, a
retainer fee of R10 500 which allows for up to 8 hours of work is not
refundable if, in a given month, we only perform 5 hours work.

5.6.5. Our retainer fees are agreed to periodically and are subject to regular
review by both you and us to ensure that you receive the most value from
the retainer fee and this arrangement remains economically viable for us.
Retainer fees mean more certainty for you because your fees are capped at
a fee that is set based on your requirements. You only pay for certain costs
and you wonʼt receive invoices from us for petty charges like phone calls,
faxes and so on. Please feel free to contact us for a quote.
th
5.6.6. Retainer fees are payable in advance and by the 25 day of the month
immediately preceding the month in which we perform our services. For
example, we must be paid by 25 January for work to be done in February.

5.6.7. Clients who prefer not to pay retainer fees in advance will be asked to pay
an appropriate deposit in advance of any work being done. In these cases
th
the retainer will be payable by no later than the 25 day of the month in
which the work is done.

5.6.8. You may opt to have retainer fee arrangements automatically roll over or
terminate at the end of a predefined time period. The default position is that
the retainer fee arrangement will terminate at the end of its predefined time
period unless you notify us, in writing and one month in advance, that you
wish to continue with the agreed retainer fee.

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5.6.9. Where the retainer fee arrangement terminates, we will default to an hourly
fee in respect of further work you wish us to do for you. You are free to
negotiate a new retainer fee at any time once the previously retainer fee
arrangement has lapsed.

5.7. Disbursements

5.7.1. The following disbursements will be charged to your account, are included
in our invoices to you and are payable on presentation of our invoices:

5.7.1.1. Disbursements paid to third parties on your behalf or charged by

those third parties for services rendered on your behalf;

5.7.1.2. Revenue Stamps as required;

5.7.1.3. Sheriffʼs fees as charged;

5.7.1.4. Counselʼs fees as charged.

5.7.2. We do not charge you for the following where you have met the
requirements of the fee structure you have selected or which you have
defaulted to:

5.7.2.1. Telephone calls under 5 minutes in duration;

5.7.2.2. Communications with you in which we simply provide you with an

update of your file without contributing further to the progress of your
matter;

5.7.2.3. Travel costs within the City of Johannesburg.

5.8. General fee related comments

5.8.1. Fee quotations remain valid for 30 days from the date the quotation is
issued. Where a quotation is issued and accepted, that quotation will lapse
if the work contemplated in that quotation does not begin within 60 days
after the date the quotation is accepted due to any reason other than delays
on our part.

5.8.2. Please note that we will only begin working on your file once we have
received the required deposit or the agreed fee where we have agreed on a
fixed or retainer fee.

5.8.3. We reserve the right suspend work on your file if our invoices remain unpaid
after they fall due. Should our invoices remain unpaid within 20 days of the
date on which payment was due, we will close your file. You agree to
indemnify us and waive any claim you may have against us which may
arise out of our suspension of work on your file or should we close your file
due to non-payment of our invoices in full and on time.

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5.9. We ask that you pay each invoice in full on receipt of the invoice unless we have
agreed otherwise. All payments, whether in terms of our invoices or otherwise
must be paid into our trust account, the details of which are as follows:

Account holder Jacobson Attorneys Trust Account

Bank Standard Bank of South Africa Limited

Branch Sandton

Branch code 01 92 05

Account number 042 984 815

5.10. We reserve the right to institute proceedings against you to recover the amounts
due to us. This may include reporting the matter to the appropriate credit bureau.
Should this be necessary, you agree that you will be liable for our costs on an
attorney and client basis, interest on the unpaid amounts from their due date as
well as any collection commission which may be due.

5.11. Our services are provided by the firm as a whole utilising our total personnel,
experience, precedents and other resources. Where there is more than one of
you, your responsibility to us for fees shall be joint and several.

6. Financial Intelligence Centre Act

6.1. The Financial Intelligence Centre Act (No. 38 of 2001) (“FICA”) imposes certain
legal obligations on all law firms, including Jacobson Attorneys.

6.2. One of our primary obligations in terms of FICA is that prior to acting for a client
we are obliged to collect and verify certain prescribed information. Accordingly we
attach schedules setting out the information we are obliged to obtain and the
documentation to be furnished to us to verify such information.

6.3. Please note that we will only begin working on your file once we have received the
requisite FICA documents. The reason for this is that we are liable for severe
penalties should we fail to comply with FICA.

6.4. Please send the required documentation and information to us either by email, fax
or hand delivery. Our contact details are set out above.

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7. Clients' money

7.1. All clients' money accepted by the firm will be held in an account separate from
the firm's money (this includes deposits). This account is known as a “trust
account”.

7.2. We reserve the right to pay fees and disbursements out of these funds unless
these funds are to be specifically reserved for other purposes.

7.3. By law, interest on balances in our trust account is payable to the Law Society
unless you specifically instruct us to invest these funds in an interest bearing
account for your benefit, in which case we will require a written mandate from you
in this regard. If you would like further details of this, please do not hesitate to ask
us. All clients' details are confidential (except under compulsion of law).

8. Insurance cover

1
8.1. Professional indemnity cover is maintained through the Attorneysʼ Fidelity Fund .

9. E-Mail Communication and the Internet

9.1. Although the majority of Internet messages reach their destination safely, as you
may be aware the Internet is neither private nor secure, nor are there services that
presently guarantee prompt and accurate delivery of these messages.
Consequently we advise you, for security and reliability reasons, to carefully
consider the risks of using the Internet for sending to us or receiving from us
messages or documents which are confidential or time critical.

9.2. If, however, you choose to contact us or send us documents, or ask us to

communicate with you or send you documents via the Internet we will assume that
you wish communications between yourselves and ourselves to be conducted via
the Internet notwithstanding the security and reliability issues mentioned above.

10. Storage of files

10.1. Generally we will retain all files in respect of your affairs for a minimum period of 5
years from the commencement of the matter. We may destroy such files as we
consider appropriate after this period.

10.2. Where possible we store documentation in a digital format on various forms of

digital media in an effort to improve our quality of service. This practice may
require that we have documentation in our possession converted into a digital
format by third party service providers from time to time, which you specifically
consent to. The costs of doing this will be dealt with in terms of 7 above.

1
you can find out more information about the Attorneysʼ Fidelity Fund at www.fidfund.co.za
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11. Copyright

11.1. Copyright in and to documents and content generated for you in the course of
carrying out work for you vests in Jacobson Attorneys.

11.2. We license these documents and content to you under a Creative Commons
Attribution No Derivative Works 2.5 ZA License.

12. Non-South African advice

12.1. Where appropriate, on your behalf, we may be able to obtain advice on matters of
foreign law from suitably qualified foreign legal advisers and for this purpose we
shall be deemed to be authorised by you to disclose all relevant information to the
foreign legal adviser.

12.2. In such circumstances our role will be limited to obtaining and communicating the
advice rendered by the foreign legal adviser without responsibility or liability on our
part for the accuracy or content of such advice.

13. Termination of instructions

13.1. If we cease to act for you, you will be responsible for fees and disbursements up
to the date of termination and any fees and disbursements associated with the
transfer of such work to another adviser of your choice.

13.2. Please note that we reserve the right to withhold files and documents if fees and
disbursements remain unpaid.

14. Disputes

14.1. In the event that any claim, matter or dispute arises between you and us out of or
in connection with your use of or access to the website then such claim, matter or
dispute may, at our election, be finally resolved in accordance with the Rules of
the Arbitration Foundation of Southern Africa by an arbitrator appointed by the
Foundation.

14.2. Either party shall be entitled to have an arbitration award made an order of court
of competent jurisdiction.

14.3. Any dispute shall be deemed to have been referred or subjected to arbitration in
terms of this clause when either party gives written notice to the other of the
dispute, demands an arbitration and requests agreement on an arbitrator.

14.4. The provisions of this clause are severable from the rest of these terms of use and
shall remain in effect even if these terms of use are terminated for any reason.

14.5. The parties shall keep the evidence in the arbitration proceedings and any order
made by any arbitrator confidential unless otherwise contemplated herein.

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14.6. The arbitrator shall have the power to give default judgment if any party fails to
make submissions on due date and/or fails to appear at the arbitration.

14.7. Notwithstanding the above provisions, either party shall be entitled to institute
action in any court of law of competent jurisdiction to obtain urgent interim relief or
in our case, to collect any outstanding debts due and payable by you to us.

15. Governing law

15.1. Jacobson Attorneys is operated from Johannesburg, Gauteng, Republic of South

Africa.

15.2. We both agree that these terms of use shall be governed by and construed and
interpreted in accordance with the laws of the Republic of South Africa.

15.3. You irrevocably and unconditionally consent to the jurisdiction of the Magistrates
Court even though the value of your claim may exceed the ordinary monetary
jurisdiction of the Magistrates Court.

15.4. You also irrevocably and unconditionally consent and submit to the non-exclusive
jurisdiction of the South Gauteng High Court, Johannesburg.

16. Legal service of documents

16.1. Jacobson Attorneys chooses the addresses above for all communication purposes
under these terms of use, whether in respect of court process, notices or other
documents or communications of whatsoever nature.

17. Privacy policy

17.1. We shall take reasonable steps to protect your personal information. For the
purposes of this clause “personal information” shall be defined as detailed in the
Promotion of Access to Information Act 2 of 2000.

17.2. As a firm of attorneys, we are bound by legal professional privilege which is yours
to waive should you so desire. In the absence of a specific, written waiver of this
privilege from you, we will hold all applicable information confidential and will not
disclose this information except where required to do so by law.

17.3. You consent to us collecting and processing your personal information for the
purpose/s set out in this privacy policy. This personal information includes, but is
not limited to, the following:

17.3.1. name and surname;

17.3.2. information about your business;

17.3.3. contact details;

17.3.4. address details;

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17.3.5. identity and/or company registration information;

17.3.6. email address; and

17.3.7. your views and opinions about a variety of issues.

17.4. We collect and process the personal information listed above in order to (but not
limited to the following)–

17.4.1. provide legal services to you based on your requirements and in

accordance with your instructions;

17.4.2. communicate requested information to you individually;

17.4.3. communicate information to you as a member of a group, for example

through newsletters; and

17.4.4. compile and maintain a client database for information purposes.

17.5. The personal information is collected directly from you either electronically or on
paper or from publicly available sources of information including the Internet.

17.6. Your personal information forms part of your file which we open when we first take
instructions from you or receive a communication from you. We are required, by
law, to retain our records for prescribed periods of time. This includes your
personal information.

17.7. Jacobson Attorneys may collect and process your personal information subject to
the following:

17.7.1. Jacobson Attorneys shall not disclose personal information to any third
party unless you consent to such a disclosure;

17.7.2. We shall disclose your personal information without your consent only
where we are compelled to do so by law; and

17.7.3. We may compile, use and share any of the information that does not relate
to or identify specific individuals.

17.8. In the event that you discover we hold personal information about you which is
inaccurately or incompletely reflected in our records, you agree that it is your
responsibility to notify us of this fact and to supply us with the accurate or
complete information to enable us to address your concerns.

18. Should you wish to discuss any aspect of this letter of engagement, please contact us.

19. We look forward to being of assistance to you in this matter.

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FICA documentation required:

NATURAL PERSONS (SOUTH AFRICAN AND FOREIGN)

Documents to be obtained:
Identity Document
Or
Passport if foreign
Utility Account (indicating OR
client's residential
address) (South African on-
ly)*
OR If the client cannot produce an Identity Document, anoth-
er form of identity which bears -
a) photograph of person;
b) full names or initial and surname;
c) date of birth;
d) identity number.
Some other document indicating residential address or,
as a last resort, a sworn statement is acceptable.

*For foreign individuals, instead of utility account merely obtain the residential address. It
does not have to be verified.

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SOUTH AFRICAN NON-LISTED COMPANIES / CLOSE CORPORATIONS

Documents to be obtained:
1 Certificate of Incorporation (CM1) / Founding Statement and Certificate of Incorpora-
tion (CK1)
2 Notice of Registered Office (CM22) / Amended Founding Statement (CK2)
3 Letter from auditor/company secretary confirming trade name and main business
address
4 Identification document of principal executive officer (ie Managing Director or Chief
Executive Officer) and details of his/her residential address and contact particulars
(not required to be verified)
5 Identification document of each person authorised to instruct Jacobson Attorneys (to
be obtained from time to time when the person first instructs Jacobson Attorneys and
thereafter need not be obtained again) and details of residential address and contact
particulars (not required to be verified)
and
where there is a member holding an equity interest of 25% or more, in respect of each
such member, only one of the following -
6. in respect of natural persons -
61. Identity Document or passport and residential address and contact particu-
lars (not required to be verified), or
7. in respect of companies -
71. CM1 and CM22 and letter contemplated in 3 above (in respect of a compa-
ny); or
72. CK1 and CK2 (if applicable) and letter contemplated in 3 above (in respect of
a close corporation); or
73. in respect of a foreign company, official document issued by an appropriate
authority, witnessing its incorporation and bearing its name and number of
74. incorporation and address where it is situated for purposes of incorporation;
or
75. in respect of a legal person other than a company, close corporation or for-
eign company the constitution or other founding document in terms of which
the legal person is created and which provides the name and address of
such legal person; or
76. in respect of a partnership, document (Partnership agreement or confirma-
tion from independent source) confirming name of partnership; or
77. in respect of a trust, letters of authority or copy of trust deed or other found-
ing documents in terms of which the trust is created; or
8. alternatively to 7.1 to 7.7 above, any other confirmation from a reasonably ac-
ceptable independent source, which provides the information which would otherwise
be contained in the above documents.

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