Standard Terms of Business
A. General
Terms Introduction
These terms (the "Terms") are the general terms that govern the relationship between Dransfield Legal Limited (hereinafter, Dransfield Partners) and you. Additional terms may apply to the services in a Particular Matter (as defined below). In these Terms, "we" or "us" means the Dransfield Partners providing you with services in any specific matter and "you" means the person or entity to whom we provide our services.
When you instruct or engage us on a new matter ("Particular Matter"), we will normally confirm your instructions or engagement in writing (an "Engagement Letter"). These Terms and the Engagement Letter (which may include additional terms relating to a Particular Matter), if any, together form the contract (the "Engagement Contract") between you and us.
A.1 Our Services
A.1.1 Scope of our services
The scope of our services in a Particular Matter will be limited to those described in the related Engagement Letter and to any additional tasks in such Particular Matter that we accept in writing.
You will provide all relevant information promptly to enable us to provide the services.
We will not advise on the tax or insurance implications (including coverage) of any Particular Matter or course of action in any Particular Matter or provide notices to insurers or re-insurers unless (and then only to the extent) agreed in writing. We are not responsible for checking formulas nor for the accuracy of figures that are provided to us by you or a third party.
Our services in a transaction are limited to advising on legal issues arising in the negotiation, documentation and closing of the transaction and do not include giving you financial or business advice as to the merits of the transaction.
A.1.2 Completion of a Particular Matter
Upon completion of our work on a Particular Matter, we will not update you on legal developments related to such Particular Matter unless we have agreed to do so in our Engagement Letter.
A.1.3 Authority to instruct us and receive advice
Where our client is an entity, we will assume that any of its personnel who gives instructions to us has authority to do so and to receive advice on behalf of the entity, unless you tell us otherwise in writing.
A.1.4 Joint ventures, partnerships, trade associations, etc.
If you are a trade association, partnership, joint venture or similar joint entity only that entity will be our client and, unless otherwise agreed in writing, we will only represent it and not its individual members, partners or venturers.
A.1.5 Affiliates
We only represent the entity named in the Engagement Letter and not its stockholders or other Affiliates (as defined in the Definitions section) and therefore we are able to represent another client with interests adverse to your stockholders or other Affiliates without obtaining consent from you. Even if you choose to give us confidential information about any Affiliate, this will not of itself create a lawyer-client relationship between the Affiliate and us.
A.1.6 Liability in respect of other parties
Where we instruct another party on your behalf (for example, a barrister, local counsel, expert or co-counsel) we will not be liable for the services provided by that other party.
A.2 Charges
A.2.1 Your agreement to pay
You will pay the fees and other charges billed by us. Unless otherwise agreed in writing, you are required to pay such fees and charges whether or not a Particular Matter proceeds to closing or is otherwise concluded in the ordinary course.
A.2.2 Professional fees
Unless otherwise agreed in writing, our fees will be based principally on the time we spend on your matter. From time to time, we review our hourly rates and we will notify you in writing of any increase in rates that (unless otherwise agreed in writing) will be applicable to the Particular Matter.
After consultation, our fees may additionally take account of other factors including the complexity or urgency of the matter, the specialized knowledge and skill required and, if appropriate, the value of the property or subject matter involved and overall outcome.
Applicable sales or service taxes will be added to your bill where appropriate.
Without limiting any other provision in this paragraph, you will pay us at our hourly rates (as adjusted from time to time) for activities incidental to our representation of you, whether during or after the termination of the lawyer-client relationship. This includes, but is not limited to, our time spent responding to subpoenas, searching for and producing documents, preparing for testimony and testifying, and otherwise dealing with your requests or third party claims or actions relating to a matter we are handling or have handled for you. You will also pay or reimburse us for all reasonable expenses and other charges in connection with such incidental activities, including, but not limited to, the fees of outside counsel that we retain.
A.2.3 Estimate of fees
An estimate is our indication of our likely charges for a Particular Matter and is based on the information known at the time the estimate is given. Unless we agree otherwise in writing, any estimate does not amount to a promise or agreement that we will perform our services within a fixed time or for a fixed or capped fee. An estimate is subject to revision and is not binding on us.
A.2.4 Fixed fees
A fixed fee is an agreement by us in writing to render services in a Particular Matter for a stated fee. Unless otherwise agreed in writing, if we agree to a fixed fee and undertake work outside the agreed scope of the Particular Matter, we will charge for the additional work on the basis referred to in the Professional fees section. A fixed fee is premised upon our receipt of timely and complete instructions from you.
A.2.5 Expenses
Unless we agree otherwise, we will instruct third parties that we engage on your behalf to seek payment from you directly and we will have no liability for amounts owing to the third party from you. If we incur or pay certain expenses on your behalf in connection with an Engagement Contract, including but not limited to third party fees, court fees, stamp duty, registration or search fees, they will be payable by you as a charge in addition to our fees and other non-fee charges in each Particular Matter and, unless we agree otherwise, you will provide us with funds in advance to pay those expenses. Non-fee charges may include photocopying, telephone charges and other charges notified to you. Additional sales or service taxes may be payable by you on some of these expenses.
A.3 Billing Arrangements and Settlement of Our Accounts
A.3.1 Our bills
We may send you bills at monthly or other intervals while your Particular Matter is in progress and in any event upon completion of the Particular Matter.
A.3.2 Payment of full amount
Our bills must be paid without any deduction or withholding on account of taxes or charges of any nature. If a deduction or withholding is required by law you must pay such additional amount as is necessary so that we receive the full amount of our bill. We also may issue a bill in which our fees are grossed up to account for such deduction or withholding.
A.3.3 Interest
Our bills are payable upon receipt. We may charge interest on any amount outstanding for 30 days from the due date for payment until the bill is paid in full at a rate per annum equal to the lesser of (a) five percent plus the most currently available UK Government 10 year yield as quoted in the Financial Times (such yield to start on the due date for payment and adjusted every 30 days thereafter based on the then most current quote of yield) and (b) the highest rate in effect (calculated in the manner prescribed by such law) for late payments in commercial transactions.
A.3.4 Liability for our fees
If we agree to accept payment of our fees and expenses from a third party you will remain liable to us for them in the event of non-payment. We may disclose to the third party information reasonably necessary to collect payment.
A.4 File and Information Management
A.4.1 Format and retention of files
We keep our files partly in paper form and partly in electronic form.
Unless otherwise agreed in writing, once the Particular Matter is closed we will retain the related files in accordance with applicable professional conduct rules and our then-effective records retention policy. At the end of the retention period we may dispose of the files without notice to you. We will not destroy original signed documents we have agreed in writing to deposit in safe custody or documents we are required to retain as a matter of law or by our regulators.
A.4.2 Client File
Upon the written request of an authorized client representative, we will deliver the client file for any Particular Matter to you, consisting of the following items:
- Materials provided by you to us
- Final correspondence and emails sent to you and third parties
- Deposition or hearing transcripts and exhibits
- Executed agreements relating to the Particular Matter and other items included in the final closing set
- Final legal analyses provided to you during the Particular Matter
- Any other documents you request that are necessary to allow continued representation of you in the Particular Matter
Certain of the foregoing items may be excluded from the client file if not required to be delivered to you by the applicable professional conduct rules.
A.4.3 Costs of retrieval of files and documents from storage
If, after a Particular Matter is closed, you ask us to retrieve the client file, we will do so without passing on the direct cost of retrieval. However, we may charge you for time spent in complying with your request and answering any inquiries from you. We may also charge for delivery to you of any materials.
A.4.4 Copyright
Unless otherwise agreed in writing, the copyright in the original materials we produce for you belongs to us. The fees you pay for our work, however, permit you to make use of such materials for the purpose for which they are created.
A.5 Termination
A.5.1 Your right to terminate
You may terminate our acting for you in any Particular Matter at any time by giving us notice in writing.
A.5.2 Our right to terminate
Subject to any limitations in applicable professional conduct rules, we may terminate acting for you in any Particular Matter at any time by giving you notice in writing.
A.5.3 Payment of fees and expenses on termination
You must pay our outstanding fees and expenses (including those accrued but not yet billed) if you or we terminate our Engagement Contract in connection with a Particular Matter.
A.5.4 Timing of termination of an engagement
Unless otherwise agreed in writing, an Engagement Contract in connection with a Particular Matter will come to an end or be deemed to have come to an end at the completion of our legal work in the Particular Matter or, if earlier, 12 months after we last rendered any billable services to you on the Particular Matter. The lawyer-client relationship between you and us will terminate at that point. Even if we inform you of developments in the law by newsletters or similar alerts, or we or persons associated with us are named as (or become) a recipient of a notice on your behalf, this will not create or revive any lawyer-client relationship.
A.6 Communication
A.6.1 Use of email
We may communicate with you by email unless you ask us not to.
We prefer to encrypt email that we send to you (whether it contains confidential information or not), provided we are able to implement mutually acceptable encryption standards and protocols.
You are responsible for protecting your system from viruses and any other harmful codes or devices. We try to eliminate them from email and attachments but we do not accept liability for any that remain.
We may monitor or access any or all email sent to us. In addition, we scan incoming email for spam, viruses and other undesirable material, which may mean that email communications do not reach the intended recipient. Therefore, you should always follow up each important email by contacting the person to whom it has been sent.
A.6.2 Marketing materials
We may from time to time provide you with details relating to the services we provide, including updates on legal developments. If at any time you do not wish to receive that information, please notify us in writing. Our provision of such materials does not in itself create a client relationship between you and us.
A.7 Money Laundering and Other Notifications to Authorities
A.7.1 Notifications to regulators
We are required by law or regulators to put in place procedures to prevent money laundering. If we know or suspect that a matter or transaction involves money laundering we may, in accordance with our statutory obligations and those procedures, be required to make a notification of our knowledge or suspicion to the relevant regulatory authorities.
When required by rules, regulations or best practices, we may also disclose certain types of activities undertaken for clients, such as lobbying.
A.7.2 Mandatory tax reporting
In certain jurisdictions, rules or regulations require taxpayers engaging in certain types of transactions to disclose their participation in such transactions to the tax authorities, and in some cases we are also required to report transactions to the tax authorities (or disclose information to other service providers connected with the matter). In some circumstances, we may be obliged to maintain a list of and notify the tax authorities (notwithstanding any otherwise applicable duty of confidentiality) of the names of investors and other details. Depending on the circumstances, we may be unable to seek your consent or inform you that we have made such notifications.
We will be entitled to charge for any work required to determine whether any transaction or arrangement is reportable. You will instruct any other service providers connected with the matter to provide us with copies of any reports they make under such laws.
A.7.3 Liability
We do not accept any liability for any loss or damage you or anyone else suffers by any actions we take, or any delay or failure or refusal to act, if done or made in good faith to comply with any anti-money laundering or sanctions law or regulation of any jurisdiction. We may delay or refuse to make any payment or transfer of monies or refuse instructions relating to the same, or to any Particular Matter, if we determine appropriate so as to comply with any anti-money laundering or sanctions law or regulation or related investigation. We do not accept any liability for any loss or damage you or anyone else suffers by actions taken by any financial institution with which we deal.
A.7.4 Client due diligence requirements
Applicable anti-money laundering and other similar legislation and requirements and our internal procedures may require us to identify and verify the identity of our clients and in some cases also their beneficial owners, and to conduct other background checks. We may be required to retain and update our records of the information obtained. We may also be required to make detailed inquiries as to a number of matters, including as to the source of funds being used in Particular Matters on which we advise and the beneficial owner(s) of them. We refer to these requirements as the "CDD Requirements".
Where possible, we try to meet the CDD Requirements using information from public sources and/or by electronic verification. However, we may need to ask you for (and retain) documents and other information for this purpose. We may provide copies of this information to any other adviser engaged on your behalf for their use in meeting similar requirements imposed on them, or to our bank in connection with its CDD Requirements for the operation of our client trust accounts.
We may delay commencing work, decline to act or (if appropriate) cease to act if the CDD Requirements are not met to our satisfaction and within a reasonable period of time.
We may charge you in the normal way for work that we have to do and for expenses incurred for the purpose of meeting the CDD Requirements.
A.7.5 Receipt of funds and use of client accounts
We do not accept cash without prior agreement.
We do not routinely accept transaction or settlement funds on behalf of our clients. You must obtain our written permission, to be exercised in our own sole discretion, prior to transferring transaction or settlement funds to us. We may retain or return unexpected or unidentified receipts pending further investigation. We also may charge for any checks we deem necessary regarding the source of funds and the beneficial owners to meet the CDD Requirements.
If we have agreed to provide client account facilities to receive, hold and transfer funds in connection with a Particular Matter, such use is at your own risk. We do not accept liability for any loss or damage you suffer if any bank that we use collapses, or for reasons outside of our control is otherwise unable to transact business or transfer funds in a timely manner or at all.
A.8 No Third Party Reliance
Our services are provided for your benefit alone and solely for the purposes of the Particular Matter to which they relate. Unless otherwise agreed in writing, our work may not be used or relied on by any third party, even if such third party may have agreed to pay our bill.
A.9 Confidentiality, Disclosure and Conflicts
A.9.1 Confidentiality and disclosure
We owe you a duty of confidentiality in respect of information relating to you that we obtain while dealing with your Particular Matters. We will not disclose such information except as specifically provided in these Terms or as required or permitted by the applicable professional conduct rules. We owe the same duty of confidentiality to all our clients. Accordingly, if at any time we possess information in respect of which we owe a duty of confidentiality to a former or another current client, we will not be required to disclose such information to you nor use it on your behalf even though the information may be material to your Particular Matter.
A.9.2 Disclosure to certain third parties
Our duty to keep confidential information relating to you or your Particular Matter on which we are acting, or have acted, for you is subject to any disclosures we consider in good faith we are required to make to any police, governmental, regulatory or supervisory authority under any statutory or regulatory obligations (including those described in the Money Laundering and Other Notifications to Authorities section) or in accordance with any internal procedures that we have put in place to meet those obligations.
We may, when required by our insurers, auditors or other professional advisers (including independent counsel or debt collection agencies) provide to them information relating to you or details of a Particular Matter or Matters on which we are acting or have acted for you.
A.9.3 Disclosure to other Relevant Practices
We may disclose confidential information relating to you, or Particular Matters, to other persons, all of which are bound by a duty of confidentiality.
A.9.4 Publicity
We may disclose that you are a client and describe in general terms the work we do for you unless you ask us in writing not to do so. However, we will not, without your consent, disclose that we are acting, or have acted, for you on a Particular Matter if the matter remains otherwise confidential.
A.9.5 Conflicts of interest — Advance waiver
We may now or in the future without your consent act for your competitors, adverse parties or our other clients whose interests are or may be opposed to or in conflict with yours or your Affiliates in matters not substantially related to Particular Matters we are handling for you (including in transactions, bankruptcy, insolvency, arbitration, litigation or other forms of dispute resolution). Where we are acting for you on a Particular Matter, however, we will not act for another client on the same matter unless and to the extent that we are permitted to do so by the applicable professional conduct rules.
A.9.6 Conflicts of interest and confidentiality
Subject to the applicable professional conduct rules, where we have information in respect of which we owe you a duty of confidentiality and which is or may be material to a matter on which we are acting for another client, we may act for that other client, provided we put in place arrangements, such as "ethical" or "information" screens, which are reasonably appropriate in the circumstances to ensure that the confidentiality of your information is maintained.
A.9.7 Lawyer investment entities
You should be aware that certain entities owned by our current or former lawyers and senior staff ("Lawyer Investment Entities") may hold investments in funds or companies that (a) are affiliated with you, (b) hold, directly or indirectly, investments in your debt or equity securities, or (c) conduct commercial transactions with you (each, a "Passive Investment"). The Lawyer Investment Entities have no management or other control rights in such funds or companies. You agree that, subject to the applicable professional rules, we may act for you, notwithstanding any Passive Investment in you or your affiliates, and we may represent you in matters adverse to parties in whom a Lawyer Investment Entity holds a Passive Investment. Our judgment will not be compromised by virtue of any Passive Investment, but if that conclusion changes in relation to any Particular Matter, we will advise you of the risks arising and implement appropriate safeguards.
A.10 Multiple Representations
A.10.1 Joint representations
Where we act for you jointly with other clients in a Particular Matter, we may disclose to all the parties we represent any confidential information we obtain from you and the content of our communications with you. To that extent, the advice we give will cease to be privileged as between you and the other clients. Unless otherwise agreed in writing, you will remain jointly and severally liable for our fees even if you have made different arrangements with the other parties. If a conflict arises during the course of a Particular Matter, we may need to cease to act for you unless the conflict can be otherwise resolved. In those circumstances, we may continue to act for some or all of the other clients. Representation of an association, partnership, joint venture or similar joint entity is not a joint representation. Where you and another client or clients jointly instruct us, we will assume that any of you has authority to give instructions on behalf of you unless any of you tell us otherwise in writing.
A.10.2 Representing multiple bidders
If a Particular Matter involves a competitive tender, auction or bidding situation, we may represent other bidders in addition to you, provided we implement internal procedures which are reasonably appropriate to ensure the confidentiality of your information. Lawyers who represented losing bidders may represent the winning bidder once the bid has been awarded, but we will continue to maintain the confidentiality of a losing bidder's information in accordance with the applicable professional conduct rules.
A.11 Data
A.11.1 Use of data
We process data, including personal data, in accordance with the Privacy Notice on our website. We may use cloud computing systems, cognitive technology platforms or third-party technology solutions to support our delivery of services to you and our operational functions, subject to appropriate technological and security protections and in compliance with applicable laws relating to the use of data (including personal data). Data may be shared with other Affiliate or Associated Person of us and third parties in accordance with the Privacy Notice on our website.
In the course of delivering our services to you, we may use legal technology tools, including generative AI tools ("GAT"), when those tools reasonably provide us with the ability to protect your confidential and personal information. Such tools may include document comparison, review, drafting and automation tools. In addition, many legal research tools may incorporate AI elements that we cannot deactivate. We have also implemented "closed system" GAT, which means that any data used or produced by the GAT will remain confidential to us and will not be shared with other users.
From time to time, we may use third parties to provide typing, photocopying, printing, data handling and other business support services, such as e-signing platforms, e-billing and matter management platforms and document review platforms, subject to appropriate contractual duties of confidentiality. Where we engage a third party at your request or with your approval, we will not be liable for the third party's handling of your data or the other services provided by it.
A.11.2 Personal data
We share personal data in accordance with the terms of our Privacy Notice and pursuant to appropriate contractual arrangements.
You must make sure that personal data you provide and your instructions to us as regards its use do not breach your obligations under applicable data privacy laws and regulations. If you are providing personal data about individuals, you are responsible for providing any relevant data privacy information to the individuals to whom the data relates.
We are subject to various data protection and data privacy laws in the jurisdictions in which we operate. Further information about your rights under applicable data protection laws may be found in the Privacy Notice on our website.
A.12 No Waiver of Our Privilege
We represent many clients and handle a great number of complex matters. As a result, from time to time, issues may arise that raise questions under the applicable professional conduct rules, including possible disputes with a client and conflicts of interest issues. When such issues arise, we generally seek the advice of our internal counsel (or, if we choose, outside counsel). You agree that we, in our own discretion, may do so. We consider such consultations to be protected from disclosure under the lawyer-client privilege. Our ongoing representation of you will not result in a waiver of any lawyer-client privilege that we may have to protect the confidentiality of our communications with such counsel.
A.13 Force Majeure
We will not be liable to you if we are unable to perform our services in a Particular Matter as a result of any cause beyond our reasonable control. If this happens, we will tell you as soon as reasonably practicable.
A.14 Assignment
A.14.1 Permitted assignment
We may assign, or may assign the benefit of, any Engagement Contract to any successor partnership or corporate entity that will carry on the business or any part of the business of the relevant Particular Matter. You will accept the performance by such assignee of the Engagement Contract in substitution for us. References in these Terms and in any relevant Engagement Letter to us include any such assignee.
A.14.2 Other assignment
Subject to the Permitted assignment section, neither you nor we may assign or transfer the benefit or burden of an Engagement Contract, or assign claims or causes of action arising in connection with work undertaken pursuant to an Engagement Contract.
References in these Terms or in any Engagement Letter to us includes any partnership or corporate entity to or by which all or part of the business of us is from time to time transferred or carried on.
A.15 Associated Persons
Unless the Engagement Letter expressly states otherwise, you accept the provisions of the Engagement Contract on your own behalf and as agent for each Associated Person (as defined in the Definitions section). You confirm that you have, or will have, the authority to retain us on behalf of each Associated Person. You will procure that each Associated Person will act on the basis that they are a party to and are bound by the relevant Engagement Contract. All references in these Terms (other than in this section) and in the Engagement Letter to "you" (and derivatives of it) mean you and each Associated Person.
A.16 Limits on Representation
A.16.1 Representing regulated entities
Unless otherwise agreed in writing, when we represent a regulated entity in a Particular Matter, we will not be responsible for advising the regulated entity on compliance with applicable laws and regulations arising out of its legal or regulatory status or the general nature of its business or on its internal governance issues.
A.16.2 Refiling; re-recording
Unless otherwise agreed in writing, we do not undertake responsibility for advising you upon or ensuring compliance with periodic refiling or re-recording requirements.
16.3 Beneficial ownership reporting
Unless agreed in writing, we are not responsible for advising you regarding any obligation you or any Associated Person may have under any applicable law or regulation to report the beneficial ownership of legal entities, nor are we responsible for filing such information on your behalf, even if we have assisted you in forming or registering those legal entities or have otherwise advised you regarding them. If we agree to advise you regarding any reporting obligation or to make any filing on your behalf, we will only be responsible for assisting you with those specific reporting obligations or filings we have identified in writing. We will not be responsible for assisting you with any ongoing or periodic re-filing obligations, even if we become aware of them, unless agreed in writing. If we assist you in preparing or filing any beneficial ownership report, you will ensure that all information you provide us is true, correct and complete, and will notify us immediately if any information you previously provided ceases to be true, correct or complete. Any information you share with us may be kept for our internal onboarding purposes and for use in providing legal services.
A.17 Exclusions and Limitations of Our Liability
A.17.1 No unlawful limitation of liability
Nothing in these Terms or any Engagement Letter shall exclude, restrict or limit any liability arising from fraud or dishonesty or other liabilities which cannot lawfully be limited or excluded under the applicable professional conduct rules. If any part of an exclusion or limitation of liability clause is found to be void or ineffective, the remaining provisions shall continue to be effective.
A.17.2 Proportional liability
If you suffer loss or damage in respect of which we are liable, you agree that our liability will be limited to a just and equitable proportion of the total loss or damage you suffer having regard to the extent of the responsibility of any other party who may also be liable to you in respect of such loss and damage. Our liability in these circumstances will not be increased because of any actual or potential shortfall in recovery from another party whether due to any exclusion or limitation of liability that you have agreed to with another party, difficulty in enforcement, settlement of claims or any other reason.
A.17.3 Liability Cap
We may, from time to time, if permitted by local laws and the applicable professional conduct rules and if agreed with you, limit our aggregate liability to you for a Particular Matter or Matters to an amount specified in the relevant Engagement Letter or another written agreement (a "Liability Cap").
Any Liability Cap will apply on an aggregate basis to all liability (including interest and costs) that we and any other Relevant Practice may have to you and any Associated Person (including third parties when a consent to such third parties is given under the No Third Party Reliance section) in respect of the relevant Particular Matter or Matters, including for breach of contract and for negligence.
Nothing in these Terms or any Engagement Letter will operate to limit any liability below any minimum level established by the applicable professional conduct rules.
A.17.4 Time period for claims
Without prejudice to any exclusion or limitation of liability contained in any Engagement Contract, you must bring any claim within 6 years of the commission of the act or omission alleged to give rise to the cause of action or, if earlier, the date on which any limitation period expires under applicable law.
A.18 Definitions
In these Terms and (where applicable) in an Engagement Letter any reference to a statute or a statutory provision includes any consolidation, re-enactment, modification or replacement of the same from time to time and:
- "Affiliate" means in relation to an entity any person who or entity that controls or is under common control with or is controlled by that entity.
- "Associated Person" in a Particular Matter, means (subject to the No Third Party Reliance section) any Affiliate that is with our agreement in writing a recipient of and entitled to rely on our services in relation to that Particular Matter.
A.19 Inconsistencies
In the event of any inconsistency between an Engagement Letter and these Terms, the Engagement Letter will prevail.
A.20 Governing Law
Each Engagement Contract will, unless otherwise provided in the Engagement Letter or these Terms, be subject to and governed by English Law.
A.21 Application of These Terms and Amendments
These Terms supersede any earlier terms of business to which we may have agreed and, unless otherwise agreed in writing, apply to the services referred to in any Engagement Letter accompanying these terms and all subsequent services we provide to you.
A.22 Additional Terms
A.22.1 Members and partners
In these terms references to a "partner" in relation to the UK limited company means a shareholder, director employee, consultant or advisor to us with equivalent standing to the members.
A.22.2 No claim against individual shareholders/directors/employees
No individual shareholder, director employee, consultant or partner has a contract with you or owes you a duty of care. Any services performed by an employee, consultant or partner are performed on behalf of us and that person does not assume any personal responsibility to you or any other party for those services. Accordingly, it is a fundamental provision of these Terms that you will not bring any claim against any individual employee, consultant or partner, directly or indirectly, in connection with our services. The foregoing does not limit or exclude the liability for the acts or omissions of any employee, consultant or partner.
A.22.3 Interest on client account
We reserve the right to pass on any negative interest rate charges that arise from your use of our client account.
A.22.4 Insurance contracts
If and to the extent that our legal services involve insurance distribution activity (which is, broadly, the advising on, selling and administration of insurance contracts) from the UK, you should note that we are not "authorised" by the Financial Conduct Authority under FSMA. We will not provide insurance distribution services unless you expressly ask us to do so.
A.22.5 Investments
Depending on the nature of the services we provide to you, it is possible that we may, on occasions when you instruct us to do so, provide you with legal services which relate to investments. We are not "authorised" by the Financial Conduct Authority under FSMA. Where our services are provided from the UK, we are permitted to undertake certain activities in relation to investments that are limited in scope and incidental to our legal services or which may be regarded as a necessary part of our legal services because we are regulated by the Solicitors Regulation Authority (which together with LeO also provides complaints and redress mechanisms). No communication either to you, or on your behalf to any other person, during the course of our engagement is an invitation or inducement to engage in investment activity and nothing we say or write should be construed as such.
A.22.6 Third party rights
Other than the Exclusions and Limitations of Our Liability section and the No Claim Against Individual Shareholders/Directors/Employees section, no provision of an Engagement Contract is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999. Accordingly, other than our shareholders, directors, employees, consultants or partners wishing to rely on those paragraphs, no third party will have any right to enforce, or rely on, any provision of an Engagement Contract.
A.22.7 Professional indemnity insurance
The UK LLP is required to hold a minimum level of insurance cover under the SRA Indemnity Insurance Rules. We will provide the identity of our insurers upon written request.
A.22.8 Our rights over your property (our lien)
If any, or any part of any, bill is not paid by the due date, we may, to the extent we are permitted to do so as a matter of law and the applicable professional conduct rules, retain money, papers and other property belonging to you even if these have been provided to us in relation to a different matter until such time as all amounts due to us are paid in full. Subject to the applicable professional conduct rules, we may seek a charging order over property that we recover or preserve for you in litigation. We do not waive these rights if we accept any alternative security for our costs, for example a payment on account.
A.22.9 Jurisdiction
Any dispute arising from or in connection with an Engagement Contract will be subject to the exclusive jurisdiction of the English courts.