Terms of Engagement - Keystone Law

In these Terms of Business ("Terms") Keystone Law is referred to 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, a limited liability company incorporated in England and Wales.

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 Our solicitors' 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 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. Any assumptions or conditions to which the fixed fee is subject will be notified to you and, where they prove to be incorrect, we reserve the right to charge instead accordingly to our hourly rates as set out in paragraph 2.1.

2.3 We will often incur expenses ("disbursements") on your behalf in relation to the legal services we provide to you. These disbursements may include charges in respect of international telephone calls, couriers, photocopying, scanning, secretarial services, counsel's fees, expert witnesses, accommodation, travel and other third party charges.

2.4 We are entitled to invoice you for the cost of disbursements incurred by us on your behalf and may ask you to provide us in advance with sufficient funds to cover such disbursements or arrange for the person providing the services to invoice you direct. We will not incur an individual expense in excess of £100 plus VAT without your prior authorisation.

2.5 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. Disbursements only invoices are payable on receipt.

2.6 For new clients we will apply a one-off fee of £15 in respect of various administrative functions and identity searches that we are required to undertake.

2.7 As solicitors we are entitled to retain all of your papers and documents until all payments due to us have been made and we may use funds held in our client account to discharge any outstanding invoices.

2.8 When we are instructed by or on behalf of more than one person or company to deal with any particular matter, each person or company for whom we act will be jointly and severally liable for payment of the full amount of our fees, disbursements and VAT.

2.9 The monetary values referred to in the Engagement Letter and these Terms are exclusive of VAT.

2.10 We are only able to address an invoice to you even if it is to be paid by a third party.

3. Costs on account

3.1 In appropriate cases we may need to ask you for a payment on account of costs, disbursements and VAT. 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. We are entitled to use money from the client account as payment for sums due from you. From time to time, we may ask you to replenish the client account so that it does not fall below an agreed amount. Any funds in excess of our charges will be returned to you after the completion or termination of our services. 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 the relevant documentary proof as to your identity before we can represent you. This information must be renewed every two years. The information we require is determined by the type of entity you are. In order to discharge our obligations under these Regulations, we may ask you to produce certain original documents or certified copies of the same. In some cases we are also obliged to ascertain your beneficial ownership. For instance if you are an individual, you will need to produce your original passport or provide a certified copy of it and we may require proof of address either by way of an original utility bill or by searching a third party database, which may leave an identity footprint on your credit file although it will not affect your credit rating.

4.2 The Money Laundering Regulations require us to disclose information to the Serious Organised Crime Agency in certain circumstances without reference to you. You acknowledge and accept our legal obligation in this regard and that our duty of confidentiality to you is subject to this obligation. In some cases, compliance with these obligations may cause delay in proceeding with the matter, but we shall not be liable for the consequences of such delay.

5. Client account facilities

5.1 We operate a client account where money belonging to you may be held in a legal trust. 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. Failure to notify us in advance of doing so may lead to delay in the processing or onward remittance of those funds. Save in relation to settling your liability in respect of our fees and disbursements, monies may only be released from our client account once we receive signed instructions from you.

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 account.

5.3 We do not accept cash payments into our client account and we will not make cash payments to you or any party.

5.4 We shall have no liability to you for loss or damage caused by the subsequent insolvency of our bank or the inability of our bank to action the instructions that we give them.

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 shareholders, members, partners, directors, employees, consultants, solicitors or agents even if they have been negligent. The fact that an individual person signs in his or her own name any document in the course of carrying out work for you does not mean that he is assuming any personal legal liability for that document. Each of our shareholders, 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 all 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.

6.4 The provisions of paragraphs 6.2 and 6.3 shall have no application to any liability for death or personal injury, any other liability which cannot lawfully be excluded or limited or to liability arising as a result of fraud on our part.

6.5 We maintain professional indemnity insurance with an insurance company that is approved by the Solicitors Regulation Authority. Summary details of our Professional Indemnity Insurance are available on written request.

7. Storage

7.1 Our practice is to retain client files for six years from the conclusion of the matter. Depending on the file in question, we retain some files digitally and some in hard copy. After six years, 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 Certain types of file (for example, property lease files) are retained for longer periods, in accordance with our professional rules, and we will not dispose of those files before the expiry of that longer period without your consent.

7.3 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. Instructing third parties

8.1 We shall not be responsible for any actions, omissions, errors or deficiencies of any third parties you ask us to recommend or instruct on your behalf. Unless we agree in writing to the contrary, you will contract directly with such third parties and be directly responsible for their fees.

9. Complaints

9.1 If you are not satisfied with our handling of a complaint you can ask the Legal Ombudsman (see www.legalombudsman.org.uk) to consider the complaint. Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint.

9.2 If you are unhappy about our fees at any point then, in addition to the remedies set out in our Complaints Policy, you may apply to court for an assessment of an invoice pursuant to Part III of the Solicitors Act 1974, however, the Legal Ombudsman may not consider a complaint about the invoice if you apply to court for an assessment.

10. Your information

10.1 All information disclosed by you to us which is confidential shall be treated as such and, save where required by law or regulation or our insurers, shall not be disclosed to any third party without your prior and express approval.

10.2 We comply with the Data Protection Act 1998 and as such you should note that we use the data you provide to us to maintain our client records and to comply with the legal and regulatory requirements that apply to solicitors. We will keep your data confidential, but will provide it to other professional advisors connected to our provision to you of our legal services. You have a right of access to the data we hold about you. We may from time to time send you information which we think might be of interest to you. If you do not wish to receive this, then please notify us in writing. We may hold copies of your data on computer servers that are hosted by third parties outside the EEA.

11. Miscellaneous

11.1 If you employ a Keystone solicitor on a full or part-time basis or otherwise retain his services outside of Keystone, you agree to pay to us 25% of this individual'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 the solicitor in question introduced you to Keystone in the first place.

11.2 From time to time it may be appropriate for us to give a Solicitor's Undertaking in connection with your matter. Where our giving a Solicitor's Undertaking is a routine part of our representing you, you hereby irrevocably authorise us to give such an undertaking. Where we are required to give an undertaking in relation to any matter we reasonably believe not to be routine then we will only do so upon your prior written instructions. You agree that your written instructions to us to issue a Solicitor's Undertaking are irrevocable and you irrevocably authorise us to take the action we require to fulfil our Solicitor's Undertaking.

11.3 You may instruct us to establish a separate bank account in our name and that of another law firm ("Escrow Account") in order that monies may be held jointly pending the determination of a particular event or circumstance. If the Escrow Account is to be established and managed by us at our bank, HSBC, then there will be a fixed administrative fee of £750 in addition to any time spent by our solicitor acting on your behalf in relation to the Escrow Account.

11.4 On occasion we may carry out insurance mediation activity on your behalf. We are not authorised by the Financial Services Authority in this regard. However, we are included on the register maintained by the Financial Services Authority so that we can carry on insurance mediation activity. This activity includes the advising on, selling and administration of insurance contracts related to the legal services we provide to you. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The said register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register.

11.5 The Law Society is a designated professional body for the purposes of the Financial Services and Markets Act 2000, but responsibility for regulation and complaints handling has been separated from the Law Society's representative functions. The Solicitors Regulation Authority is the independent regulatory body of the Law Society, and the Legal Services Ombudsman is the independent complaints-handling body

11.6 A copy of our Equality and Diversity Policy is available on written request.

11.7 We are only qualified to give advice on the laws of England and Wales and in the event that our work for you involves aspects of foreign law, our advice in this regard will be that of a commercial adviser. In such circumstances you should consider taking appropriate locally qualified legal advice. We will seek to bring to your attention any need or desirability for such locally qualified legal advice where we consider this relevant.

11.8 We will advise you in accordance with laws that are in force at the date our advice is provided and we will not subsequently update the advice should the law change unless specifically instructed to do so.

11.9 On occasion, we may undertake certain investment-related activities on your behalf in the United Kingdom and elsewhere which are regulated under the U.K. Financial Services and Markets Act 2000 (the "Act"). In this respect, we are not authorised by the Financial Services Authority under the Act. Instead, we are regulated by the Solicitors Regulation Authority as an "exempt professional firm". Accordingly, we can provide a limited range of investment services if a) they are an incidental part of the professional services we have been engaged to provide or b) they can reasonably be regarded as a necessary part of our professional services or c) we are otherwise permitted to provide them under that Act.

11.10 In addition, with reference to the provisions of the Act, you should note that our role in providing services to you is that of a legal adviser. It is not part of our function to give advice on the merits of investment transactions or to act as a broker or an arranger of such transactions. No communication from this firm should be construed as an invitation or inducement to engage in any investment transaction or other investment activity. It is also not part of our role to communicate invitations or inducements to engage in investment activity on behalf of our clients.

12. Termination

12.1 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 obligations under the agreement, for example by failing to pay any account when due, where there is a conflict of interest or where mutual trust and confidence between us has been lost. We shall notify you in writing of any such termination.

13. Governing law

13.1 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.

13.2 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).