Terms of Engagement

To ensure we act in accordance with our core values and to provide the highest quality of legal service, we have adopted certain terms and policies and we undertake to conduct ourselves in a manner consistent with them. These policies reflect the highest ethical standards of legal profession. In addition to that, all our team members fully respect Law on Profession of Advocates in Serbia and Code of Professional Ethics for Advocates in Serbia, which values fully embedded in our policies. Surely, no policy can address every possible situation, and in that case, we will always rely on our good judgment and integrity, which after represent a cornerstone of every great lawyer.

1. General

1.1. The Legal Notice applies to this Terms of Engagement (hereinafter referred to as “TE”). Please read it in conjunction with it. The definitions from the Legal Notice will be referred to in this document accordingly.

2. Establishing Cooperation

2.1. These TE constitute the general terms under which BOPA provides legal assistance to natural persons and legal entities (hereinafter: "Client" or "you" or similar by meaning). BOPA provides legal assistance under the laws of the Republic of Serbia (hereinafter: "Legal Assistance"). If a Client expresses interest and requests Legal Assistance from BOPA, the Client shall be referred to the respective person who will serve as the main contact for the duration of the Client’s cooperation with BOPA (hereinafter: "BOPA Partner"). The Client shall provide the BOPA Partner with all the information BOPA needs to determine the type and scope of the Legal Assistance required.

2.2. The BOPA Partner will then prepare a proposal to establish cooperation between BOPA and the Client based on the provided information (hereinafter: "Proposal"). The Client agrees that (i) any authorized representative of the Client or (ii) any other person employed or engaged by the Client who is included in the correspondence between BOPA and the Client is entitled to accept and approve the Proposal (hereinafter: "Client’s Representative"). There may be several exchanges of Proposals until both BOPA and the Client agree on mutually acceptable terms for cooperation. If the Client’s Representative and BOPA Partner agree on the Proposal in writing, including via email exchange, it will be considered that an agreement for the engagement of BOPA to provide Legal Assistance has been concluded (hereinafter: "Engagement Agreement"), effective immediately unless otherwise specified in the Engagement Agreement.

2.3. The Engagement Agreement must be in writing (including via email correspondence). It must be concluded on behalf of BOPA by the Managing Partner (unless the Client has instructed another Lawyer) and on behalf of the Client by the person who is related to or appointed by the Client. BOPA does not have the obligation to check the capacity and the authority of such person before the Client and shall consider they have all authorities required to enter into the Engagement Agreement.

2.4. If BOPA and the Client agree to a new engagement after concluding the initial Engagement Agreement, this will not terminate the existing engagement, which will continue to be in force unless the new Engagement Agreement specifically terminates the old engagement, or if it regulates the same scope of services to be provided by BOPA for a different matter. These TE and the Limitation of Liability shall be an integral part of the Engagement Agreement, regardless of its form, and shall apply whenever BOPA provides Legal Assistance, unless differently agreed in the Engagement Agreement.

3. Teams

3.1. The BOPA team is composed of Lawyers specialized in the legal areas in which the Client requires Legal Assistance. Since the Client may require Legal Assistance in various areas of law during their cooperation with BOPA, the BOPA team will generally be formed for each individual matter. Lawyers are assigned to the BOPA team based on their experience and expertise in the specific area of the required Legal Assistance, considering the timeframe for the required Legal Assistance. Depending on the complexity, the BOPA team may also consist of a single Lawyer.

3.2. Given that certain areas of law are inherently complex, and subject to constant changes, which include various sub-areas requiring different expertise, members of the appointed BOPA team may consult other Lawyers during their work.

3.3. When executing the Engagement Agreement or providing instructions for a specific assignment, the Client may specify the individuals from the Client’s organization who will be included in the cooperation and correspondence between the Client and BOPA (hereinafter: "Client’s Team"). If the Client has specified the Client’s Team, BOPA will include all members of the Client’s Team equally in the correspondence, unless a member of the Client’s Team, giving instructions for a specific assignment, specifies that certain members should not be included in the correspondence for that assignment. If the Client’s Team consists of several individuals, BOPA will act in accordance with instructions given by any of those individuals, unless the Client specifically designates that instructions must come from certain member(s) of the Client’s Team. If the Client has specified a Client’s Team in the Engagement Agreement, when receiving the first instruction from a person who is not a member of the Client’s Team, BOPA will ask one of the designated persons to confirm that BOPA may provide Legal Services based on instructions from that third party. After receiving such confirmation, the individual will be considered a member of the Client’s Team. If the Client wishes to change a member of the Client’s Team, the Client must notify the responsible Lawyer, or a person designated by the BOPA Partner in writing. If the Client has not specified the Client’s Team, BOPA will accept instructions from any member of the Client’s business organization.

4. Non-legal services and third-party providers

4.1. BOPA does not provide advice on business, financial, taxation, accounting, or any other non-legal issues. BOPA does not advise on any other law apart from the laws of the Republic of Serbia. BOPA does not provide official expert translation services.

4.2. However, BOPA may at the request of the Client engage third party providers on behalf of the Client. In that case, BOPA shall not take responsibility for their work even if they are engaged by BOPA as subcontractors.

4.3. In case of independent member law firms of Adriala, each independent member law firm of Adriala shall be responsible for the advice given under their own law and BOPA shall not take responsibility for their work even in cases BOPA engages them as subcontractors and assists the Client to streamline approach with different jurisdictions where Adriala member law firms operate. Same is mutatis mutandis applicable for any other third party provider.

5. Fees and Costs

5.1. Generally, the fee is based on the time spent on the Client’s matter, multiplied by the hourly rate (hereinafter: "Hourly Rates"). Hourly Rates shall be agreed between BOPA and the Client in the Engagement Agreement. When calculating time spent on the Client’s matter, BOPA will include meetings with the Client, any time spent traveling, research, preparing and working on documents, correspondence, and making or receiving phone calls.

5.2. In some cases, a fixed fee may be agreed in advance, which will be paid regardless of the time spent on the work (hereinafter: "Retainer"), or Hourly Rates with a maximum amount to be paid, regardless of time spent (hereinafter: "CAP"). If a fee estimate is provided without agreeing on a Retainer or a CAP, it is given solely as a guide to assist the Client with calculations and shall not be considered an agreement for a Retainer or CAP. The CAP or the Retainer must be explicitly stated in the Engagement Agreement and cannot be set orally.

6. Outcomes

6.1. BOPA does not make promises regarding specific results of the Legal Assistance provided or the outcome of a legal proceeding in which it represents the Client. Therefore, BOPA is entitled to the fee for the Legal Assistance even if the intended business or other goal is not achieved. However, in certain cases, it can be explicitly agreed in the Engagement Agreement that BOPA’s fee is contingent upon achieving specific results.

7. Invoices

7.1. Unless otherwise agreed in writing, BOPA’s rates (Hourly Rates, CAPs, Retainers, or other agreed fee structures) are always expressed in EUR or USD and payable in accordance with applicable laws in the Republic of Serbia, as per applicable legislation.

7.2. By instructing BOPA to act on the Client’s behalf, the Client authorizes BOPA to incur expenses that BOPA deems necessary for the work. The Client will reimburse BOPA for expenses and disbursements as and when they are incurred. BOPA may request that the Client pay for such expenses in advance. These expenses may include court fees, translation fees for Translation Services, administrative fees, fees of third parties engaged by BOPA with the Client’s permission, search and registration fees, courier expenses, and travel/accommodation expenses for matters directly related to the subject work. BOPA charges for all expenses based on actual costs. All costs will be clearly specified in invoices issued to the Client.

7.3. All fees and costs are quoted excluding VAT, which will be charged at the rate prescribed by the laws of the Republic of Serbia (if applicable) and listed separately in the invoice.

7.4. As a general rule, BOPA will provide invoices for Legal Assistance monthly, usually by the 10th day of the month for services provided in the previous month. BOPA and the Client may agree on a different invoicing schedule. BOPA is also entitled to issue invoices immediately after providing Legal Assistance. In some cases, BOPA may require the Client to pay part of or all the fee in advance, before Legal Assistance is provided as advance payment based on advanced invoice.

7.5. Invoices will specify the work done, including dates, names of fee earners, and descriptions of the work. Invoices will be in EUR or USD unless mandatory foreign exchange regulations in Serbia require them to be in Serbian dinars (RSD). If an invoice is issued in RSD, BOPA will apply the exchange rate between RSD and respective currency in effect on the invoice issue date, as per the selling exchange rate of Unicredit Bank Srbija a.d. Belgrade. Invoices are payable in the nominated currency, generally to BOPA’s bank account as specified in the invoice.

7.6. The payment deadline is 8 days from the invoice issue date unless agreed otherwise between BOPA and the Client. If a different payment period is specified on the invoice, that period will apply. If payment is not received by the due date, BOPA reserves the right to charge statutory default interest. If the amount is invoiced in RSD and there is a decline in the exchange rate between RSD and respective currency exceeding 5% from the date of the invoice to the payment date, BOPA may charge the Client for the difference. If payments are overdue, BOPA may suspend work until all outstanding debts are paid.

7.7. If a Client requests that an invoice be re-issued to another entity, BOPA may refuse or accept that request. If accepted, the Client must provide all necessary documents for BOPA to reclaim any VAT if applicable. The Client remains liable for payment until all sums owed to BOPA are settled.

7.8. Invoices will be signed and stamped by the Managing Partner, including their billing details unless another Lawyer is engaged.

7.9. The above may be changed by Engagement Agreement subject to applicable laws of the Republic of Serbia.

8. Termination of Legal Assistance

8.1. Both the Client and BOPA may terminate cooperation at any time. In case of termination, the notice period is 30 days. During this time, BOPA must continue to provide Legal Assistance for issues that cannot be delayed and present any original documents the Client requests. The Client must also pay all outstanding invoices and any new invoices for Legal Assistance provided during the notice period.

9. Miscellaneous

9.1. The relationship between BOPA and the Client regarding the provision of Legal Assistance shall be governed by the laws of the Republic of Serbia, excluding its conflict of laws rules.

9.2. These TE shall be construed in accordance with the laws of the Republic of Serbia.

9.3. Any disputes arising between BOPA and the Client in relation to the provision of Legal Services shall be resolved by the Commercial Court in Belgrade, Republic of Serbia. 
Unless otherwise specified in the Engagement Agreement, the Client acknowledges familiarity with the Policies available at www.bopa.rs, accepts them, and has no objections.

9.4. BOPA retains copyright and all other rights to all documents provided to the Client.

9.5. The invalidity of any provision of these TE does not affect the remaining provisions, which shall remain in effect.

9.6. These TE, the Engagement Agreement, and any other correspondence between BOPA and the Client constitute the full terms agreed upon for the work BOPA is to undertake. In case of any conflict between these TE and the Engagement Agreement, the Engagement Agreement shall prevail. Changes to these TE can only be made consensually in writing, including email correspondence.

9.7. These TE may be amended, and it is the Client’s responsibility to monitor future changes. New changes do not affect the terms of previous engagements.

9.9. These TE shall apply starting from Jan 1, 2025.

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LIMITATION OF LIABILITY

BOPA and/or Lawyers are responsible only for the actual damage (in Serbian: “stvarna šteta”) suffered by the Client as a direct consequence of the Legal Assistance provided to the Client by BOPA and/or Lawyers based on the Engagement Agreement, save for those matters in which it is provided in these GTE that BOPA does not take any responsibility for (hereinafter: “Liability”).

The maximum monetary Liability of BOPA and/or Lawyers to the Client is capped to the lesser of the following alternative amounts: (i) the maximum amount of coverage under BOPA Lawyers’ professional indemnity insurance applicable at the time, or (ii) an amount equivalent to fees charged and collected from the Client for the work done on the matter from which the Client’s claim originates. This sum includes all damages, costs and interest that may be awarded against BOPA and/or Lawyers. The Client shall have the right to request the claims against BOPA and/or Lawyers arising from the Engagement Agreement only in the period of: (i) 1 (one) year after the date of the performance of the actions that the Client claims gave rise to the purported Liability, and (ii) 30 (thirty) days after the Client becomes aware of such alleged breach that gave rise to the purported Liability.

By concluding the Engagement Agreement with BOPA , the Client confirms that it shall not have any receivables and shall not file any claim, lawsuit, proposal or anything similar against any natural person (including those being engaged as the Lawyers) in relation to any matter for which the Legal Assistance has been provided to the Client. Accordingly, every lawsuit which the Client wants to file may be related only against BOPA or the Lawyers as commercial entities, and not against natural persons that are engaged by BOPA (including the Lawyers).

For avoidance of any doubt, Lawyers who are not explicitly engaged based on the Engagement Agreement or the Power of Attorney shall not be responsible for the Legal Assistance of other Lawyers.

In any case, the above stated limitations of liability shall apply. The limits on the liability as described in this section shall apply to work done under these GTE and any future work, unless BOPA and the Client agree differently in writing.

LEGAL STATUS

Zajednička advokatska kancelarija Bojanović i partneri is a Serbian legal practice organised and registered before the Belgrade Bar Association [in Serbian: “Advokatska komora Beograda”] in the form of a joint law office with the registered seat [in Serbian: “registrovano sedište kancelarije”] at Vlajkovićeva street no. 12, 11000 Belgrade, Republic of Serbia. The full registered name of the joint law office is “Zajednička advokatska kancelarija Bojanović i partneri” (hereinafter: “Bojanovic & Partners” or “we” or “BOPA”).

Bojanovic & Partners is inscribed before the relevant registry of the Belgrade Bar Association by the respective decision of the Belgrade Bar Association number 4316/2016, in line with the Law on Advocacy, Statute of the Serbian Bar Association [in Serbian: “Statut Advokatske komore Srbije”] (Official Gazette of the RS 85/2011, 78/2012 and 86/2013), Statute of the Belgrade Bar Association [in Serbian: “Statut Advokatske komore Beograda”] (Official Gazette of the City of Belgrade 93/2016) and Code of Professional Ethics of Attorneys [in Serbian: “Kodeks profesionalne etike advokata”] (Official Gazette of the RS 27/2012) (hereinafter: “Applicable Legislation”).

Pursuant to the Applicable Legislation, Vladimir Bojanovic, Attorney at Law [in Serbian: “Advokat”], is a managing partner [in Serbian: “Rukovalac”] of the joint law office (hereinafter: “Managing Partner”), having PIB No: 106347071 and Statistical No: 57304278.

Pursuant to the Applicable Legislation, the joint law office does not have legal subjectivity. Consequently, the legal assistance is provided by the founders of the office and (on a case to case basis) by other Attorneys at Law engaged in line with the Applicable Legislation by the founders of the joint law office, with the assistance of legal trainees [in Serbian: “advokatski pripravnici”] (hereinafter jointly: “Lawyers”).

SCOPE OF THE POLICY

This Anti-Bribery Policy (hereinafter: “Policy”) applies to all BOPA Lawyers and other personnel, including but not limited to Partners, Attorneys at Law, and Associates. This Policy also applies to all sub-contractors engaged by BOPA on an ad-hoc basis. Furthermore, all persons engaged in any way by BOPA , including those conducting tasks, shall observe this Policy (hereinafter: “BOPA Personnel”).

NOTION OF BRIBERY

In general, bribery is offering, giving, promising someone, whether an official or a third party, a financial or other benefit in order to encourage that person to perform his function or activity unlawfully in order to gain an illicit advantage. In other words, it is a relation where one person offers another person a consideration in order to unlawfully receive certain benefits and advantages.

Corruption is, in general, an abuse of someone’s entrusted powers, which are usually public powers, for unlawful benefits, undue advantages and other unlawful gains. Corruption has several forms, and it can be divided into grand corruption, corruption occurring at highest level of establishment, and petty or administrative corruption, occurring at a lower level of establishment. Corruption can be manifested, inter alia, as bribery.

Given its adverse effects, the Criminal Code of the Republic of Serbia (“Official Gazette of the RS” no. 85/2005, 88/2005, 107/2005, 72/2009, 111/2009, 121/2012, 104/2013 and 108/2014) incriminates bribery, as well as other similar activities such as brokerage in bribery and others.

COSTS AND EFFECTS OF THE BRIBERY AND CORRUPTION

Corruption has severe impacts on society. In particular, it affects the quality of services provided by public entities, hinders economic development, reduces foreign investments, lowers trust in public institutions and seriously weakens the rule of law. Therefore, corruption seriously threatens society at both an institutional as well as economical level.

TYPES OF BRIBERY AND CORRUPTION PROHIBITED

BRIBERY BY A PUBLIC OFFICIAL (PASSIVE BRIBERY)

Passive bribery occurs when an official directly or indirectly demands, receives a gift or other benefit or accepts a gift, promise or other benefit for himself/ herself or other person in order to perform an act, which he/ she may not perform, or not to perform an act which he/ she must perform, which is within his/ her competences or in relation to his/ her competences.

BRIBERY BY A PUBLIC OFFICIAL (PASSIVE BRIBERY)

Active bribery occurs when a person gives, offers, or promises a gift or other benefit to a public official or another person in order for a public official to perform an act, which he/ she may not perform, or not to perform an act which he/ she must perform, which is within his/ her competences or in relation to his/ her competences. Acting as an intermediary in the given acts is also considered to be active bribery.

ENSURING COMPLIANCE

ANTI-BRIBERY RULES AND MEASURES

BOPA Personnel may not give, offer or promise any benefit, reward, financial advantage or any other consideration to any official, foreign official or any third person, if such act would pose as unlawful or unethical conduct.

BOPA Personnel may not demand, request, accept or receive any benefit, reward, financial advantage or any other consideration, if such act would pose as unlawful or unethical conduct.

BOPA Personnel may not in any way intervene or participate in any form of bribery or corruption.

BOPA Personnel shall fully observe and comply with the prohibition of dishonest or other forbidden solicitation of clients stipulated in the Code of Professional Ethics of Attorneys (“Official Gazette of the RS” no. 27/20012).

BOPA Personnel are obliged to inform the Managing Partner of any act or circumstance which raises suspicion of corruption.

BOPA will immediately inform the competent authorities of any act or circumstance which raises suspicion of corruption.

BREACH OF ANTI-BRIBERY RULES AND MEASURES

In case of breach of any of the above anti-bribery rules, the Managing Partner will apply appropriate measures in order to ensure general and special prevention of such misconduct among BOPA Personnel.

TRAINING AND EDUCATION

BOPA will take all necessary steps to ensure that its personnel are well acquainted with all forms of corruptive and dishonest behaviours, circumstances in which there exists a high risk of bribery and their obligations in that regard.

REPORTING AND MONITORING

BOPA will duly and timely amend the Policy in order to adjust it to changes in legal and social context of bribery. Therefore, the Policy shall always be fully applicable and effective so that it removes any risk of exposure of BOPA to corruptive behaviours.

This Policy is applicable as of 1st October 2016.

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LEGAL STATUS

SCOPE OF THE POLICY

This Conflict of Interest Policy (“Policy”) applies to all BOPA Lawyers and other personnel, including but not limited to Partners, Attorneys at Law, and Associates. This Policy also applies to all sub-contractors engaged by BOPA on an ad-hoc basis. Furthermore, all persons engaged in any way by BOPA, including those conducting tasks, shall observe this Policy (hereinafter: “BOPA Personnel”).

OBLIGATIONS OF LAWYERS

Pursuant to Article 255 Statute of Bar of the Republic of Serbia and Article 22 of the Code of Professional Ethics of Attorneys (“Official Gazette of the RS 27/20012”), an attorney is obliged to refuse provision of legal assistance in the following situations:

If an attorney at law represented an opposite party in the same legal matter;
If an attorney at law represents an opposite party in another legal matter, at the same time;
If an attorney at law was a legal trainee in a law office in which an opposite party is or was represented in the same legal matter;
If an attorney at law was a member of a joint law office or unlimited partnership of attorneys in which an opposite party is or was represented in the same legal matter;
If an attorney at law acted as a judicial officer or official in a state body, territorial autonomy body or local self- government body in the same legal matter;
If the interests of a person who requests legal assistance are contrary to his interests or interests of his close relatives, associates or other parties;
If an attorney at law acted as an intermediary or advised an opposite party or he received information from an opposite party, which represents professional secret of an attorney, in the same legal matter;
If legal assistance relates to a dispute arising from a contract, agreement, out of court settlement, will or other document which an attorney at law drafted or against holder of right on a property which was in custody of the attorney;
If there is a possibility that conflict may arise between clients in the same legal matter;
If legal assistance is related to a co-party or co-defendant whose interests are opposite to some of the existing clients.

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In addition, BOPA has zero tolerance for any form of direct or indirect discrimination based on skin color, national or social origin, property, birth or other status, religion, sexual orientation, political orientation or other personal affiliation. Accordingly, such personal circumstances of a client and/or potential client or their representatives will not, in any way, affect our decision on engagement.

In relation to the courts and other public bodies, Lawyers shall not affect the course or result of legal proceedings pending before mentioned bodies, by using unethical or unlawful means.

ENSURING COMPLIANCE

BOPA strives to provide legal assistance in a highly professional manner. In this regard, it is necessary for us to be informed by clients and/or potential clients on existence of circumstances which could cause conflict of interest. If a client and/or potential client fails to inform us of those circumstances, of which BoPa Personnel, acting with professional care, could not be aware, BoPa will not be liable for any damage arising thereof.

If a member of BOPA Personnel finds that there is a risk of conflict of interest in relation to legal assistance that is provided or is likely to be provided by BOPA, he/she shall immediately inform the Managing Partner accordingly. The Managing Partner will diligently assess the matter, and take measures for avoidance of conflict of interest and for mitigation of any negative consequences.

In addition, the Managing Partner will take all necessary steps to ensure that BOPA Personnel are well acquainted with all obligations of attorneys in relation to avoidance of conflict of interest. BOPA will ensure that BOPA Personnel are properly introduced to their obligations which relate to avoidance of conflict of interest, in particular reporting obligation.

BREACH OF THE POLICY

In case of breach of any of the above obligations by any member of BOPA Personnel, BOPA will apply appropriate measures so as to ensure general and special prevention of such misconduct among BOPA Personnel.

This Policy is applicable as of 1st October 2016.

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LEGAL STATUS

SCOPE OF THE POLICY

This Data Protection Policy (hereinafter: “Policy”) applies to all BOPA Lawyers and other personnel, including but not limited to Partners, Attorneys at Law, and Associates. This Policy also applies to all sub-contractors engaged by BOPA on an ad-hoc basis. Furthermore, all persons engaged in any way by BOPA, including those conducting tasks, shall observe this Policy (hereinafter: “BOPA Personnel”).

DATA PROTECTION COMPLIANCE

Pursuant to the Data Protection Law, personal data is defined as any information relating to a natural person, regardless of the form of its presentation or a medium used (paper, tape, film, electronic media etc.), regardless on whose order, on whose behalf or for whose account such information is stored, regardless of the date of its creation or the place of its storage, regardless of the way in which such information is learned (directly, by listening, watching etc., or indirectly, by accessing a document containing the information etc.) and regardless of any other characteristic of such personal data. In general, personal data can be processed only with consent of a person to which such data relates. Consent can be given in writing or verbally for the record. Data processing without consent of a person to which such data relates can be undertaken only in cases prescribed by the law.

Data Protection Law also defines particularly sensitive personal data as data relating to ethnicity, race, gender, language, religion, political party affiliation, trade union membership, health status, receipt of social support, victims of violence, criminal record and sexual life. Such personal data shall be processed on the basis of consent of data subjects, save where the law does not allow the processing of such data even with the subject’s consent. However, data relating to political party affiliation, health status and receipt of social support may be processed without consent of data subjects, insofar as this is allowed by the law. Consent to processing of particularly sensitive data can be given only in writing.

All personal data in possession of BOPA are processed in accordance with the Data Protection Law and its by-laws.

BOPA duly and timely fulfils all obligations prescribed by the Data Protection Law which are applicable or might be applicable to BOPA. In particular, BOPA maintains appropriate evidences on personal data pursuant to the Data Protection Law and efficiently notifies the Commissioner for Information of Public Importance and Personal Data Protection (hereinafter: “Commissioner”) on an intent to form a data file.

In addition, BOPA observes legal requirements for transfer of personal data abroad. Pursuant to Data Protection Law, personal data can be transferred from Serbia to a state party to the Council of Europe Convention for the Protection of Individuals regarding Automatic Processing of Personal Data (hereinafter: “Convention”) without prior approval by the Commissioner. Personal data may be transferred from Serbia to a state that is not a party to the Convention or an international organization, if such state or international organization has a regulation or a data transfer agreement in force which provides a level of data protection equivalent to the regime prescribed by the Convention. In these cases of cross-border data transfer, Commissioner shall determine whether the requirements are met and safeguards put in place for the transfer of data from Serbia and consequently authorize or deny such transfer.

PROFESSIONAL SECRECY

BOPA fully complies with the professional secrecy requirements prescribed by the Applicable Legislation. Pursuant to the mentioned regulations, all information, which an attorney at law obtains by a client or in another way, in regards to provision of legal assistance, is considered to be a professional secret of an attorney at law and should be kept confidential. The same is applicable to data, documents (file materials, objects, documents, electronic, audio or video recordings) or deposits which concern provision of legal assistance and which are made available to an attorney at law, regardless of whether those documents and deposits are located in a law office or elsewhere. Furthermore, confidential data which an attorney at law discovered from a person to whom they did not accept to provide legal assistance is within the scope of professional secret as well. In addition, confidential data that an attorney at law discovered from an opposite party, who addressed them prior to initiation of proceedings before a competent authority, for the purpose of settlement or mediation, is considered to be a professional secret.

BOPA applies appropriate protection measures and procedures in order to adequately protect confidential data and remove any risk of disclosure. BOPA has the necessary technical capacities to face these requirements.

An attorney at law shall be authorised to disclose a professional secret in the following cases:

On the basis of unambiguous client’s authorisation or authorisation of a person to whom an attorney did not accept to provide legal assistance;
When such disclosure is necessary for prevention of the perpetration of a criminal offence which poses a serious threat to society;
When such disclosure is necessary for the defence of an attorney at law (themselves) in a proceeding that is conducted against them and initiated by a client, a person who provided data or documents on behalf of a client or a person to whom he did not accept to provide legal assistance;
When such disclosure is necessary for protection of the interests of an attorney himself or his close relatives and associates and if such interests are reasonably more significant than the subject matter of a professional secret.
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Obligation of an attorney to keep a professional secret has no time limitation.

ENSURING COMPLIANCE

In case of breach of any of the above provisions by any of BOPA Lawyers or personnel, the Managing Partner of BOPA will apply appropriate measures in order to ensure general and special prevention of such misconduct among the BOPA Personnel.

BOPA pledges to take all necessary steps to ensure that its personnel are well acquainted with notions of data protection and professional secret and their duties set forth in this Policy.

This Policy is applicable as of 1st October 2016.

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LEGAL STATUS

BOPA is inscribed before the relevant registry of the Belgrade Bar Association by the respective decision of the Belgrade Bar Association number 4316/2016, in line with the Law on Advocacy, Statute of the Serbian Bar Association [in Serbian: “Statut Advokatske komore Srbije”] (Official Gazette of the RS 85/2011, 78/2012 and 86/2013), Statute of the Belgrade Bar Association [in Serbian: “Statut Advokatske komore Beograda”] (Official Gazette of the City of Belgrade 93/2016) and Code of Professional Ethics of Attorneys [in Serbian: “Kodeks profesionalne etike advokata”] (Official Gazette of the RS 27/2012) (hereinafter: “Applicable Legislation”).

SCOPE OF THE POLICY

This Anti-Money Laundering Policy (hereinafter: “Policy”) applies to all BOPA Lawyers and other personnel, including but not limited to Partners, Attorneys at Law, and Associates. This Policy also applies to all sub-contractors engaged by BOPA on an ad-hoc basis. Furthermore, all persons engaged in any way by BOPA, including those conducting tasks, shall observe this Policy (hereinafter: “BOPA Personnel”).

GENERAL OVERVIEW

BOPA is committed to prevention of money laundering and financing of terrorism. Our mission is to provide legal assistance at the level of excellence in a lawful manner. Our vision is to be a leading law firm that will be a role model to legal practitioners in Serbia, in regards to professional standards. Accordingly, BOPA provides legal assistance to its clients with full observance of the law, in particular the Law on the Prevention of Money Laundering and the Terrorism Financing of the Republic of Serbia- “Official Gazette of the RS” no. 20/2009, 72/2009, 91/2010 and 139/2014 – hereinafter: the “Law“) and its by-laws, which make legal framework for prevention of money laundering and financing of terrorism in Serbia.

NOTIONS OF MONEY LAUNDERING AND TERORRISM FINANCING

MONEY LAUNDERING

Pursuant to the Law, money laundering is to be understood as:

conversion or transfer of property acquired via criminal offence;
concealment or misrepresentation of the true nature, source, location, movement, disposition, ownership of or rights in regard to the property acquired via criminal offence;
acquisition, possession, or use of property acquired via commission of a criminal offence.

Pursuant to Article 231 of the Criminal Code of the Republic of Serbia (“Official Gazette of the RS”, no. 85/2005, 88/2005, 107/2005, 72/2009, 111/2009, 121/2012, 104/2013 and 108/2014 (hereinafter: “Criminal Code”) money laundering is a criminal offence. The sanction for this offence can reach 12 years of imprisonment.

TERRORISM FINANCING

Pursuant to the Law, terrorism financing means provision or collection of funds or property, or an attempt to do so, with the intention of using them, or in the knowledge that they may be used, in full or in part:

to carry out a terrorist act;
by terrorists;
by terrorist organizations.

Terrorism financing means inciting and assisting in the provision or collection of property, regardless of whether a terrorist act was committed or whether property was used for the commission of a terrorist act.

Pursuant to the Law, a terrorism act is to be understood as a criminal offence specified in the treaties listed in the annex to the International Convention for the Suppression of the financing of terrorism, as well as any other act intended to cause death or a serious bodily injury to a civilian or any other person not taking an active part in the hostilities in a situation of armed conflict, when the purpose of such act, by its nature or context, is to intimidate a population, or to compel a government or an international organization to do or to restrain from doing any act.

Pursuant to the Law, a terrorist is to be understood as a person who individually or together with other persons wilfully:

attempts or perpetrates an act of terrorism in any way, directly or indirectly;
aids and abets in the commission of a terrorist act;
has knowledge of an intention of a group of terrorists to commit an act of terrorism, contribute to the commission, or assist in the continuation of the commission of a terrorist act to a group acting with a common purpose.

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Pursuant to the Law, a terrorist organization is to be understood as a group of terrorists which:

attempts or perpetrates an act of terrorism in any way, directly or indirectly;
incites and aids and abets in the commission of a terrorist act;
has knowledge of an intention of a group of terrorists to commit an act of terrorism, contribute to the commission, or assist in the continuation of the commission of a terrorist act to a group acting with a common purpose.

Pursuant to Article 393 of the Criminal Code, terrorism financing is considered to be a criminal offence. The sanction for this offence can reach 10 years of imprisonment.

OBLIGATIONS OF ATTORNEYS

COLLECTION OF INFORMATION

Pursuant to the Law, attorneys are obliged to apply certain actions and measures for prevention of money laundering and terrorism financing when providing the following forms of legal assistance:

1. Assisting in planning or execution of transactions for a client concerning:

buying or selling of real estate or a company;
management of client’s assets;
opening or disposing of an account with a bank (bank, savings or securities accounts);
collection of contributions necessary for the creation, operation or management of companies;
creation, operation or management of an entity existing under foreign law.

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2. Carrying out, on behalf of or for a client, any financial or real estate transaction.

The measures and actions at issue are applied on the following occasions in the course of provision of above mentioned forms of legal assistance of an attorney:

when establishing a business relationship with a client;
when carrying out a transaction amounting to the RSD equivalent of EUR 15,000 or more, calculated by the National Bank of Serbia median rate on the date of execution of the transaction, irrespective of whether the transaction is carried out in one or more than one connected operations;
when there are reasons for suspicion of money laundering or terrorism financing with respect to a client or transaction;
when there are doubts about the veracity or credibility of previously obtained information about a client or a beneficial owner.
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Those measures and actions are as follows:

verification of identity of a client and his representatives (if applicable);
identification of a beneficial owner of a client, which is a legal person (definition of a beficial owner is given below);
obtaining information on the purpose and intended nature of a business relationship or transaction, as well as on a business activity of a cilent;
collection of information on value of a transaction and the manner of performance;
collection of information on origin of property which is or shall be a subject matter of business relation or transaction;
regular monitoring of business transactions of a client and checking the consistency of the client’s activities with the nature of the business relationship and the usual scope and type of the client’s business transactions.

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Beneficial owner of a company or any other legal person is to be understood as:

individual who owns, directly or indirectly, 25% or more of the business share, shares, voting right or other rights, based on which he participates in the management of the legal person, or who participates in the capital of the legal person with 25% or more of the share, or has a dominant position in managing the assets of the legal person;
individual who has provided or provides funds to a company in an indirect manner, which entitles him to influence significantly the decisions rendered by the managing bodies of the company concerning its financing and business operations.

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Beneficial owner of an entity existing under a foreign law, which receives, manages, or allocates assets for a specific purpose, is to be understood as:

an individual using, indirectly or directly, 25% or more of the assets that are the subject matter of management, provided that the future users have been designated;
an individual or group of persons for whose interest an entity existing under a foreign law is established or operates, provided that such individual or group of persons are identifiable;
an individual who, indirectly or directly, without limitations manages 25% or more of the property of an entity existing under a foreign law.

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An attorney will determine the identity of a client or its representative by way of an insight into a personal identity document of such persons in their presence, or into the original or certified copy of the documentation from an official public register, which shall be issued no earlier than 3 months before its submission to an attorney, or by direct insight into an official public register.

An attorney will determine the identity of a beneficial owner of a client that is a legal person by way of an insight into the original or certified copy of the documentation from an official public register which shall be issued no earlier than 3 months before its submission to the attorney. If it is not possible to obtain the required information from such sources, the information shall be obtained by way of an insight into the original or certified copy of a document or other business documentation submitted by a representative of the legal person.

An attorney shall obtain other relevant information by way of an insight into the original or certified copy of an identity document or other business documentation.

An attorney shall obtain a written statement from a client concerning any missing information.

BOPA observes all mentioned obligations which relate to collection of information in the course of provision of legal assistance to its clients.

REPORTING AND MONITORING

If a BOPA Personnel member determines that there are reasons for suspicion of money laundering or terrorism financing regarding a person or a transaction, he/she shall immediately inform the Managing Partner of such suspicion. BOPA shall immediately inform the Administration for prevention of Money Laundering of the Republic of Serbia (hereinafter: “Competent Authority”) on the existing suspicion, before carrying out the transaction, and indicate in a report the time when the transaction should be performed. In a case of urgency, such report may be made by telephone, in which case it shall subsequently be sent to the Competent Authority in writing, but no later than the next working day. This reporting obligation shall also apply to a planned transaction, irrespective of whether or not the transaction was later carried out.

Should BOPA be unable to comply with these obligations, either due to the nature of a transaction, or because a transaction has not been carried out, or for any other justified reason, it shall send the report to the Competent Authority, as soon as possible. BOPA shall make a written statement explaining the reasons why it did not act as prescribed.

When a client requests legal assistance from BOPA concerning money laundering or terrorism financing, BOPA shall report it to the Competent Authority promptly but no later than 3 days after the day when the client requested such legal assistance.

Notwithstanding the mentioned reporting obligations, an attorney will not be under the obligation to deliver to the Competent Authority any information or documentation which he obtains from a client or about a client when determining his legal position or when representing him in a court proceeding, or in relation to a court proceeding, including any advice provided in relation to the initiation or avoidance of such proceedings, irrespective of whether such information has been obtained before, during, or after the court proceedings. In the given situation, an attorney shall not be obliged to send information or documentation to the Competent Authority upon its request for information or documentation. However, an attorney shall send a written statement, stating the reasons why he did not act according to such request, immediately, but no later than within 15 days as from the date of receipt of such a request.

Pursuant to the Rulebook on Methodology of Performance of Business Activities in Accordance with the Law on Prevention of Money Laundering and the Terrorism Financing (“Official Gazette of the RS” no. 7/2010 and 41/2011 – hereinafter: “Official Prevention Methodology”), an attorney is obliged to keep evidence on the collected information and documentation, which relates to such information, electronically, chronologically and in a manner that provides an adequate approach to such information.

Information from the evidence must be searchable under the following criteria:

name and last name of an individual;
name of a legal person;
date of a transaction;
currency of a transaction;
a country with which a transaction is performed.

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BOPA observes all mentioned obligations that relate to reporting and monitoring stipulated by the Law and its by-laws.

ENSURING COMPLIANCE

TRAINING AND EDUCATION

Pursuant to the Official Prevention Methodology, BOPA will duly and timely render an annual program of annual professional training and improvement of BOPA Personnel for prevention and discovering of money laundering and terrorism financing. In particular, the annual program will contain:

planned number of trainings on an annual level;
planned number of BOPA Personnel which will attend trainings, as well as profiles of members of BOPA Personnel who will attend such trainings;
matters from the area of prevention of money laundering and terrorism financing that will be included in the training;
manner of realisation of the training (seminars, workshops, etc.).

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In addition, Managing Partner will take all other necessary steps to ensure that BOPA Personnel are well acquainted with all forms of money laundering and terrorism financing and situations in which there is a high possibility of existence of money laundering and terrorism financing. In addition, BOPA will assure that BOPA Personnel are properly introduced to their obligations that relate to prevention of money laundering and terrorism financing, in particular reporting obligations and collection of relevant information from clients.

BREACH OF THE POLICY

In case of breach of any of the above obligations for prevention of money laundering and terrorism financing by any member of BOPA Personnel, the Managing Partner will apply appropriate measures in order to ensure general and special prevention of such misconduct among BOPA Personnel.

ADJUSTMENT OF POLICY

BOPA will duly and timely amend this Policy to adjust it in accordance with changes in legal and social context of money laundering and terrorism financing. Therefore, this Policy shall always be fully applicable and effective so that the full implementation of the relevant provisions of the law is achieved.

This Policy is applicable as of 1st October 2016.