In these Terms of Business ("Terms") Keystone Law is referred as "we/our/us" and the clients of Keystone Law are referred to as "you/your". Keystone Law is the practising and trading name of Keystone Law Limited.
1. Introduction
We are a law firm regulated by the Solicitors' Regulation Authority. We provide legal services to companies and individuals for which we charge our time in the manner described below.
2. Basis of Charging
2.1 Your Lawyer's time will be charged by reference to the hourly rate set out in the Engagement Letter. We record time in six-minute units and if time recorded on any occasion is less than six minutes or a multiple of six minutes then the time recorded is rounded up to the next six minutes. We do record time spent dealing with administrative matters directly relevant to the provision of legal services to you. We reserve the right to change our hourly charge out rates upon one month's prior notice in writing.
2.2 In certain types of work it may be appropriate to agree a fixed fee in advance or a fee which relates to the value or outcome of the matter. In such a case, our agreed fixed fee will be recorded in our Engagement Letter to you.
2.3 You will be responsible for any disbursements that we incur in relation to the legal work done for you. These disbursements may include international telephone charges, courier charges, photocopying, travel and other third party charges although we will not incur an individual expense in excess of £100 without your prior authorisation.
2.4 We will invoice you for the provision of legal services on a monthly basis or at such other time as is appropriate in the circumstances. Our invoice will contain a description of the work undertaken, any disbursements and the amount of fees due. Invoices are payable to us within 30 days from the date of issue. Interest of 4% above the HSBC base rate will become payable on all overdue amounts.
2.5 As Solicitors we are entitled to retain all of your papers and documents until all payments due to us have been made.
3. Costs on Account
In appropriate cases we may need to ask you for a payment on account of costs and disbursements. The amount that we will require will depend on the circumstances and will be notified to you once we have been able to assess your requirements. We will then issue a costs on account statement for the requisite amount. These monies will be retained by us in our client account and will only be released with your approval. Any remaining and unused balance will be returned to you upon completion of the work. If costs on account are required, we reserve the right not to commence or continue work for you until they have been received.
4. Money Laundering Regulations
4.1 We are obliged to comply with the Money Laundering Regulations 2007, and as a result we must obtain documentary proof as to your identity. If you are a UK private company or a UK resident then we will carry out on-line credit and database searches to confirm all necessary identities, both corporate and personal. The cost of conducting these searches is £5.00 per individual and £6.00 per company which amounts are payable by you and will appear on your first invoice. You agree to tell us if your controllers or significant shareholders change during our engagement.
4.2 If you are not a UK private company or a UK resident then we will require other documentary evidence including a certified copy of the passport or driving licence for at least one relevant individual together with a recent utility bill.
4.3 The Money Laundering Regulations require us to disclose certain matters to the Serious Organised Crimes Agency in certain circumstances without reference to you. You acknowledge and accept our legal obligation in this regard. Our duty of confidentiality is subject to this obligation.
5. Client Account Facilities
5.1 We operate a client account where money belonging to you may be held in a legal trust. In the event that you require a service for the receipt and handling of monies on your behalf, you are entitled to use this client account. Whilst we do not charge any fee for the use of the client account, you will be responsible for any and all bank charges incurred by us on your behalf. . Where you would like to use our client account please let us know in writing in advance of sending funds to it. Monies may only be released from our client account once we receive signed instructions from you in our required format
5.2 All monies held in our client account will accrue interest at the rate prescribed by HSBC for the value of money held. In accordance with the Solicitors' Accounts Rules, if interest earned is less than £20 over a six-month period or less it will not be credited to the client's account.
6. Liability and Insurance
6.1 The services that we provide are solely for you and (except with our express written agreement) no other person shall be entitled to rely on our advice or services for any purpose. It is your responsibility to identify to us any limits on the authority of those who are authorised to give instructions to us.
6.2 You agree that any claim arising out of or connected to your instructions will be brought only against us and not against any of our members, partners, directors, employees, consultants, solicitors or agents even if they have been negligent. The fact that an individual member, partner, director, employee, consultant, solicitor or agent signs in his or her own name any letter or other document in the course of carrying out work for you does not mean that he or she is assuming any personal legal liability for that letter or document. Each of our members, partners, directors, employees, consultants, solicitors or agents is entitled to enforce this paragraph pursuant to the Contracts (Rights of Third Parties) Act 1999.
6.3 Our total liability whether in contract, tort or otherwise, for any loss or damage arising from or in connection with your instructions, is limited to £5,000,000. This limit applies to all causes of action against us in respect of or arising from or in any way connected with the work we undertake for you.
7. Storage
7.1 Our practice is to retain client files for 6 years from the conclusion of the matter in question. After that time, client files will be destroyed in accordance with our archiving policy. Please let us know in writing if you have any objection to this.
7.2 Storage of client files may be provided by third-party contractors. You consent to this arrangement. You also agree to meet the reasonable costs of accessing your files in off-site storage for reasons which do not relate to on-going work.
8. Miscellaneous
8.1 All information disclosed by you to us which is confidential shall be treated as such and shall not be disclosed to any third party without your prior and express approval.
8.2 If you employ your Lawyer on a full or part-time basis, you agree to pay to us 25% of your Lawyer's first gross annual salary by way of an Introduction Fee. This Paragraph is intended to survive termination of this Agreement for a period of 12 months, but it shall not apply in cases where your lawyer introduced you to us in the first place.
8.3 In the event that your Lawyer becomes unable to continue providing the legal services for any reason, then we will endeavour to offer you a suitable replacement. In such circumstances you recognise that the offer of a replacement lawyer shall be the only remedy available to you.
8.4 The monetary values referred to in the Engagement Letter and these Terms are exclusive of VAT.
8.5 From time to time it may be appropriate for us to give a Solicitor's Undertaking in connection with your matter. We will only issue our Solicitor's Undertaking upon your prior written instructions and, where our undertaking requires us to use property (including cash and documents) belonging to you, we will ensure your written instructions allow us to use such property in connection with our Solicitor's Undertaking and its fulfilment. You agree that your written instructions to us to issue a Solicitor's Undertaking are irrevocable and you irrevocably authorise us to use such property as required to fulfil our Solicitor's Undertaking.
9. Termination
You may terminate the agreement between us and you at any time by giving us notice in writing. If you terminate the agreement, you will still remain liable to pay for any work carried out up to the date of termination. We may terminate the agreement where you have not performed your own obligations under the agreement, for example, by failing to pay any account when due or in other circumstances where mutual trust and confidence between us has been lost. We shall give you notice in writing of any such termination.
10. Law
10.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
10.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
