Terms and Conditions

1.    Introduction

1.1.   When you request us to advise you on a particular matter we will also send you a letter (“the Engagement Letter”) confirming your instructions.  In these terms and conditions of business “we” or “us” refers to NWVT, S.A. de C.V. (“NWVT”).

1.2.   This Engagement Letter, together with our terms and conditions of business which appear below, constitute the “Engagement Terms” and form the contract between us under which we will provide services to you.  Acceptance of the commencement of the provision of services to you shall be deemed to be acceptance of our engagement terms.

1.3.   Our agreement to provide services may be varied by agreement during the course of the matter.  In the event of any inconsistency between our Engagement Letter and these terms and conditions of business, the Engagement Letter shall prevail.

2.    People responsible for your work

2.1.    The contract under which our services are provided to you is with NWVT S.A. de C.V. and not with an individual Partner, employee or agent of NWVT S.A de C.V.

2.3.    The Engagement Letter will identify the partner (the “Client Partner”) with ultimate responsibility for your matter.  It will also identify the partner with day to day responsibility for your matter (the “Matter Partner”).  He or she may be assisted by others (for example, legal clerks, summer interns, paralegals, and/or associates) during the course of our work for you.  If we have to change the Client Partner or Matter Partner for any reason we will notify you promptly.

3.    Instructions and Scope of Engagement

3.1.    We shall be entitled to act on the instructions of any of your apparently authorised employees or agents and to rely on any information provided to us by such employees and agents.

3.2.    We shall carry out our engagement as recorded in the Engagement Letter(s).  We shall not be responsible for any failure to advise or comment on any matter which falls outside the scope and limitations of our engagement and will have no responsibility to you to update any advice for events or changes in law which take place after the advice has been given.

3.3.    Our services will not include tax advice on, or the tax implications of, any instruction or course of action unless this is expressly agreed in writing at the outset, or during the course, of a matter. We do not accept any responsibility if we do not advise you to seek tax advice and will not be liable for losses which arise as a result of any failure to seek tax advice.

3.4.    Advice rendered by us is provided for your benefit and solely for the purpose of the instruction to which it relates.  It may not be used or relied on for any other purposes or any person other than you without our prior written agreement. 

4.    Fees and expenses

4.1.     We will do our best at the outset to give you an estimate of the likely overall cost in relation to a matter.  There are, of course, many variables which come into play and therefore we will provide you with an estimate based upon the information we have at any particular stage.  Unless our Engagement Letter states otherwise, any estimate or quotation of costs we give you is only a guide to assist you in budgeting and should not be regarded as a firm quotation or a fixed or capped fee.  We shall do our best to notify you if any estimate of our time and/or fees that we have given you needs to be changed as a result of a change in circumstances.

4.2.    Joint Clients – if we are instructed by joint clients then all clients are jointly and severally liable for our fees, notwithstanding any agreement between you as to how you will share the costs.  This means that we will be able to look to one client only or to each of our clients to pay the whole of or any balance of any unpaid fees. 

4.3.    Our charges are primarily  based upon the time we spend dealing with your matter including meetings with you and others; any time spent in travelling (for example, to and from Court or to meetings); considering, preparing and working on papers; correspondence (whether written or electronic); and making and receiving telephone calls.  The hourly charging rate which will apply will be confirmed in the Engagement Letter.  If there is to be a change in the hourly rates applicable to your matter, you will be notified in writing and you will then be bound by them.  If you do not accept the new rates after review, we reserve the right not to continue acting for you.  

4.4.    These rates take into account a number of factors which include the complexity of the issue, the speed at which action was to be taken; the expertise or specialist knowledge which the case requires and, if appropriate, the value of the property or subject matter involved.  Accordingly, the rate may be increased if, for example, the matter becomes more complex than expected. If the scope of the work changes or our assumptions change, we will discuss a revised fee arrangement or estimate with you.

4.5.    Please be alerted to the fact that regular e-mails which need attention tend to increase costs significantly.  We therefore encourage all clients to use e-mail sparingly as cost estimates can be rapidly exceeded.

4.6.    The charges quoted are exclusive of VAT which will be added where appropriate.

4.7.    Expenses or disbursements  (i.e. payments to third parties) including travel expenses, search fees, stamp duty and the fees of counsel and other experts will be charged in addition together with photocopying, faxes and petty incidentals as appropriate.  VAT is also payable on certain disbursements.  We will notify you in advance of any significant disbursement to be incurred on your behalf and for which payment is due in advance. 

4.8.    We review charges annually, usually from  May 1st.

5.     Commission

Where commissions are received as a result of any work the firm is carrying out for you, the firm will not accredit you with the commission, unless otherwise specified in the Engagement Letter.

6.    Monies on account

We may at any time ask for a payment on account of costs in certain cases and this will be dealt with in the Engagement Letter. Payment on account of disbursements will normally be requested before payment is made on your behalf.  If you do not make a payment on account when asked to do so we will be entitled to stop working for you.

7.     Billing arrangements

7.1.    We will send you a final bill after completion of the matter.  However, it is likely that we will also render interim bills to you at regular intervals until the matter is concluded.  If a payment on account has been made by you, this will be utilised towards satisfying interim bills. Any balances held will remain as general money on account of fees and disbursements to be incurred we may also  request you to make further  payments on account from time to time.

7.2.    Even if someone else has agreed to pay or be responsible for payment of all or part of your legal costs, we will normally address our bills to you and you will, in any event, be primarily liable to us for those costs. 

7.3.    Our bills are due for payment on delivery and we will be entitled to claim interest at the monthly rate of 7% if any of them are not discharged within 30 days after the date the bill is sent to you.

7.4.    We may pay any outstanding invoice by deduction from money we hold for you (including money received from others). 

7.5.    If you have any queries about a bill please contact the person who sent it as soon as you receive it.  Please note that you may have a right to object to the bill by making a complaint.  We refer you to clause 13 below for further details. 

8.    Equality and Diversity

This firm is committed to promoting equality and diversity in all of its dealings with client, third parties and employees, and is required to produce a written Equality and Diversity Policy. Please contact us if you would like us to send you a copy of that Equality and Diversity Policy. Consistent with our internal policies and procedures, we will not discriminate in the way we provide our Services on the grounds of age, disability, gender re-assignment, marriage and civil partnerships, pregnancy and maternity, race (including colour, nationality (including citizenship) ethnic or national origins), religion or belief, sex, sexual orientation. 

9.    Special Conditions in Litigation matters

9.1.    As a general rule, we are not prepared to enter into “conditional fee” (i.e. no win no fee) arrangements, but if you feel that you would like to discuss this further with us then please feel free to do so.  A conditional or contingency fee arrangement will not be entered into on behalf of the firm without a thorough initial risk assessment being carried out and approved and authorized by at least two partners in the firm.

9.2.    We will do our best to advise you throughout as to the continuing merits of pursuing the litigation but please bear in mind that embarking upon litigation, even with the most  meritorious of cases, carries risks and the outcome cannot be guaranteed.  This is something you should consider throughout the case but we stress at all times that you are primarily responsible for paying our costs whether you win or lose your case.

10.    Special Conditions in Property Transactions

10.1.    An invoice will be rendered prior to completion and payment is required on or before completion.  Where sufficient funds are due to you on completion, unless otherwise agreed, any outstanding invoices shall be deducted from such funds.

10.2.    We reserve the right to refuse to complete a transaction unless payment of our costs has been made in full including any sums due for disbursements or out of pocket expenses.

10.3.    You agree that we are permitted to disclose to your lender any material facts relating to you or the property in any particular transaction. 

11.    Money Laundering Precautions

11.       We are subject to the regulatory landscape provided by the Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita.

14.    Indemnity Insurance and Limitations on our liability

14.1.    We shall not be liable to you for any failure or delay or for the consequences of any failure or delay in performance of your instructions if it is due to any event beyond our reasonable control including, without limitation, acts of God, war, industrial disputes, protests, fore, flood, storm, tempest, explosion, acts of terrorism and national emergencies.

14.2.    The extent to which any loss or damage will be recoverable by you from us will also be limited so as to be in proportion to our contribution to the overall fault for such loss or damage, taking into account any contributory negligence by you, your other advisers and/or liable in respect of such loss.

14.3.    You agree not to bring any claim in respect of loss or damage suffered by you arising out of or in connection with our engagement (including but not limited to delay or non performance of our engagement) against any of our partners, employees or agents even where our partners, employees or agents have been negligent.  This restriction will not operate to exclude any liability that cannot be excluded at law or to exclude the liability of NWVT S.C. for the acts or omissions of any of our partners, employees or agents. 

15.    E-Mail

15.1.    We may communicate with you by e-mail, unless you request us not to do so.    Documents sent to you by e-mail (whether or not containing confidential  information) will not be encrypted unless you request us, in writing, to encrypt outgoing e-mail and we are able to agree with you and implement mutually acceptable encryption standards and protocols.

15.2.    It is your responsibility to protect your system from viruses and any other harmful code or device.  We try to eliminate them from e-mails and attachments but we accept no liability for any which remain.  We may monitor or access any e-mails sent to us.

16.    Termination

16.1.    You may withdraw your instructions on any or all of your matters at any time by written notice to us.   We may keep all of your papers and documents whilst there remains any unpaid charges or expenses due to us on any matter.

16.2.    We will only stop acting for you if there is good reason, for example, if you do not pay an interim bill or money requested on account of our charges, or if you fail to give us proper instructions or your instructions conflict with our rules of professional conduct. 

16.3.    If you or we decide that we no longer act for you, you will be responsible to pay our outstanding fees, expenses, disbursements and VAT (including those not yet billed) to the date of termination.

17.    Retention of deeds and documents

17.1.    At the conclusion of a transaction, we will store documents and deeds on your behalf for 6 months.  Such papers or files may be stored in an electronic form.  This service is currently free of charge.  We do not always store clients’ deeds and documents on our own premises but sub-contract out our storage facilities to independent third parties. 

17.2.    We also reserve our rights to destroy your files and papers after the aforementioned period, without prior notice to you, unless we receive a written request from you during this period.  At your request we will return any papers or property belonging to you which are not subject to a lien or otherwise being stored for safe keeping. 

17.3.    If we retrieve documents or papers from storage in relation to continuing or renewing instructions from you, we will not normally charge the direct cost for removal from storage.  However, in all other cases, we reserve the right to make a charge for the retrieval or delivery of any stored files, papers or deeds or a charge based on the time we spend reading stored files, papers of deeds, writing letters or other work necessary to comply with your instructions.  

21. Duty of Non-Circumvention

Each Party agrees that during the term of this Agreement and for a period of THREE (3) years thereafter, they shall not, directly or indirectly, circumvent, bypass, avoid, or obviate the other party in any transactions with any individuals, corporations, partnerships, or other entities introduced by one party to the other. This includes, but is not limited to, initiating, soliciting, negotiating, contracting, or entering into any business dealings, transactions, or agreements with such third parties without the express written consent of the party who made the introduction.

Furthermore, each party acknowledges that any attempt to circumvent the other party, in any manner, shall be deemed a material breach of this Agreement. Such a breach will entitle the non-breaching party to seek all available legal and equitable remedies, including injunctive relief, specific performance, and monetary damages, to protect its rights and interests under this Agreement.    

22. Application of these terms

22.1.    Your continuing instructions will amount to your acceptance of these terms of business.  These terms supersede any earlier terms of business we may have agreed with you and, in the absence of express agreement to the contrary, will apply to the services referred to in the Engagement Letter accompanying these terms and all subsequent services we may provide to you.  If it is necessary at any time to amend or supersede these terms with new terms we will notify you of the changes.  Unless we hear from you to the contrary within 14 days after such notification, the amendments or new terms will come into effect from the end of that period. 

22.2.    Each contract between us shall be subject to and governed by the laws of the state of New York, USA.  Any dispute arising from or under our contact with you shall be subject to the exclusive jurisdiction of federal courts of Mexico located in Mexico City.