Terms and Conditions

General Terms and Conditions of Business

1 Hammond Bale LLP

1.1 Hammond Bale LLP a limited liability partnership registered in England (registered number: OC344295) and regulated by the Solicitors Regulation Authority. The word ‘partner’, used in relation to the LLP, refers to Mark Gebhard and Ben Warburton. The contents of this e-mail and any attachments are confidential to the intended recipient. If you are not the intended recipient please do not use or publish its contents, contact Hammond Bale LLP by return of email then delete it. Contracts cannot be concluded with us nor service effected by email. Emails are not secure and may contain viruses. Hammond Bale LLP may monitor traffic data. Hammond Bale LLP is subject to the Solicitors’ Code of Conduct 2011 which can be viewed at www.sra.org.uk.

1.2 We use the word “partner” to refer to a member of the LLP or an employee or consultant with equivalent standing and qualifications. Our use of the word “partner” should not be construed as indicating that any person is carrying on business with others in partnership for the purposes of the Partnership Act 1890.

1.3 Any reference herein to an employee of the Partnership shall mean a person (other than a partner) who is, an employee of the Partnership or

a consultant of the Partnership whether employed by us or our service company.
The expression “our Personnel” means our partners, employees and service company.

2 These General Terms and Conditions of Business and “You”

2.1 These are the General Terms and Conditions of Business which will apply to the services which we provide to you as our client in relation to any matter on which you retain us, unless otherwise agreed.

2.2 When you instruct us to advise you on a new matter we shall normally send you a letter (a “Retainer Letter”) confirming your instructions, save where the instructions constitute repeat business. The terms of that letter (if any) and these General Terms and Conditions of Business will be incorporated in the contract between us (the “Retainer”) for that matter.

2.3 We shall normally indicate in the Retainer Letter, or separately in writing, the person or persons who are to be our clients for that matter. The expression “you” where used in Clause 12 shall refer to each such person save that, in paragraph (b) of sub-clause 12.1 and in sub-clauses 12.2 and 12.4, it shall refer to all such persons collectively. Elsewhere in these General Terms and Conditions of Business the expression shall mean each or all of such persons as the context requires.

2.4 Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 the expression “consumer” means an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession. Where we use the expression in these General Terms and Conditions of Business it has the same meaning. If you are a consumer as so defined certain provisions of these General Terms and Conditions of Business apply to you.

2.5 In the event of any inconsistency between the Retainer Letter and these General Terms and Conditions of Business, the Retainer Letter shall prevail.

3 Scope of our services

3.1 The services we provide in relation to any matter will be described in the Retainer Letter or will otherwise be agreed between us at the outset of the matter and may be varied by agreement during the course of the matter. Our services will not include advice on tax related issues or the tax implications of any transaction or course of action unless (and then only to the extent that) this is expressly agreed at the commencement, or during the course, of a matter.

4 Benefit of our services

4.1 Unless otherwise expressly agreed in writing our services are provided solely for the benefit of you as our client. We accept no responsibility to anyone else.

5 Your responsibilities

5.1 In order to carry out our services in a prompt, effective and professional manner, we shall require your full co-operation, and assistance throughout the duration of our Retainer. This may, for example, include the provision of information and documentation requested by us, compliance with any applicable timescales of time limits and the provision of prompt instructions by you. Payment of any bill is required within 14 days of our sending the bill to you (see Clause 9).

6 People responsible for your work

6.1 We shall notify you at the outset of the matter (normally in the Retainer Letter) of the partner with ultimate responsibility for our work for you (the “Matter Partner”). You will also be notified of the person (if different from the Matter Partner) with day to day responsibility of our services. He or she may be assisted by others as the matter progresses. It may be necessary to involve other partners or qualified staff in particular aspects of the work and we shall normally notify you if anyone is likely to become involved on a continuing basis and provide you with details of his/her hourly rates. Our team may include others such as trainee solicitors or paralegals.

6.2 We shall endeavour to avoid changing the principal fee earners who are handling the matter but, if this cannot be avoided, we shall notify you promptly of the person or persons who will be handling your work and why the change was necessary.

7 Charges and expenses

7.1 Unless otherwise agreed, our fees will be calculated by reference to the time spent by each of our fee earners involved on the matter. Time spent on your affairs will include (but will not be limited to): meetings with you and others; any time spent travelling; considering, preparing and working on papers; internal consultations as between fee earners relating to the matter; written and electronic correspondence; undertaking legal research; and making and receiving telephone calls. We shall normally notify you at the outset of the matter (generally in the Retainer Letter) of the current relevant hourly rates for the person or persons involved in your matter.

7.2 Our hourly rates are reviewed from time to time (generally annually on 1^st July in each year) and we shall notify you of any increased rates. In addition, VAT, if applicable, is payable. Our VAT registration number is GB 386 242340.

7.3 In addition to the time spent, we may take into account a number of other factors: these include the complexity of the issues, the speed at which action must be taken, the expertise or specialist knowledge that the matter requires and, if appropriate, the value of the property or subject matter involved. We normally expect these factors to be adequately covered by the hourly rates of which you will be notified. The rates may, however, be subject to an upwards revision, subject to your agreement.

7.4 in the absence of agreement to the contrary, your initial instructions to us will constitute your authority for us to incur all reasonable disbursements (such as search fees, stamp duty, overseas lawyers’ fees, Court fees, experts’ fees, barristers’ fees and courier fees) and you agree to reimburse us for them. If in our professional judgement we consider it necessary to do so we shall consult with you before incurring any such expenditure.

We also reserve the right to charge you for miscellaneous office expenses, which may include telephone calls, photocopying, printing, facsimile transmissions and telegraphic transfers, and for the cost of travel, accommodation, meals and other out of pocket expenses incurred whilst working on your behalf. These expenses will be charged at their cost or assessed cost to us. In the case of some expenses, such as photocopying, printing and telegraphic transfers, an administration fee will be charged in addition to the direct cost. No separate charge is made for secretarial time, other than overtime. The total cost of these other charges will appear separately from disbursements on your bill.

VAT, if applicable, is payable on some of these disbursements and expenses.

7.5 Before accepting your instructions we have to complete a number of professional and regulatory steps that will include conflict, credit and due diligence checks to identify our clients in accordance with anti-money laundering legislation. In order to comply with those obligations we are likely to request from you, and retain, information and documentation relating to your identity. We are also likely to make searches of appropriate databases. Some of these checks are undertaken on our behalf by third party suppliers. We may need to repeat these checks from time to time, and if you have any questions about how these will be completed or if you have objections to any of these checks being carried out, please let us know as soon as possible. There may be circumstances in which we are not able to proceed with your instructions, for example if satisfactory evidence of your identity is not provided within a reasonable time. In these circumstances, we will not proceed with our work for you, but we will charge you for the work done prior to that date. The work that we have to do to identify you in accordance with our statutory and professional obligations is part of our work on this retainer, and will be charged for, including any disbursements incurred, in the normal way.

8 Estimate of costs

8.1 Where possible, we shall provide you with an estimate of the likely overall costs in relation to a matter. Unless otherwise agreed by us in writing, any estimate or quotation of costs does not amount to a promise or agreement that we shall perform our services within a fixed time or for a fixed fee.

8.2 We shall notify you if any estimate of time and/or fees that we have given to you needs to be revised because unforeseen additional work becomes necessary or your requirements or other circumstances have changed or because of delays or unanticipated problems which are beyond our control.

8.3 If for any reason a matter does not proceed to completion, we shall charge you for work done and expenses incurred, unless otherwise agreed.

9 Billing arrangements

9.1 We shall bill you monthly, unless otherwise agreed. Each bill will state the period which it covers and will be a final bill for that period. If we incur any significant disbursements, we may send you a bill for those at any time. However, we reserve the right to require payment on account of costs and disbursements (including in particular for payment of stamp duty, stamp duty land tax or land and buildings transactions tax).

9.2 Payment of any bill is due 14 days after our dispatch of the bill to you, unless alternative arrangements have been agreed with us prior to receipt of the bill. If any element of a bill is queried, that part of the bill which is not subject to query is to be paid on the due date. If you have any queries on any bill, please raise them with the Matter Partner as soon as possible.

9.3 In case of late payment, we reserve the right to claim statutory interest (being currently 8% above the applicable Bank of England official dealing rate) pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

9.4 We shall be at liberty at any time to apply any sums held on account against any outstanding amounts owed by you to us, whether or not the sums on account relate to any matter where there are outstanding amounts owed by you to us.

9.5 If any amount owed to us remains outstanding for more than 14 days after the despatch of the relevant bill, then until all amounts which you owe us have been paid, we reserve the right to cease acting for you with immediate effect and to retain documents and papers belonging to you, together with our own records.

9.6 Where you have told us that it has been agreed that your costs in any matter are to be borne by a third party we shall, if so requested, endeavour to obtain an unqualified undertaking to that effect from that party or its solicitor and shall tell you if we fail to do so. If, however, such undertaking is not forthcoming or is not honoured, you will be responsible for payment of our costs.

9.7 If, under any legal system other than the laws of England and Wales, you are required to deduct or withhold from the amount due to us any sum on account of taxes or charges, we reserve the right to require you to pay to us such additional sum as will ensure that we receive full payment of our bill.

10 Confidential information

10.1 Subject to any legal or professional requirements for the time being in force which are applicable to solicitors practising in England the following provisions apply.

10.2 We owe an overriding duty of confidentiality to all our clients and former clients and may in some circumstances owe a duty of confidentiality to other persons as well. You agree that any duty owed to you shall not include an obligation to disclose to you, or use on your behalf, any documents or information in our possession if to do so might be a breach of our duty of confidentiality to another party.

10.3 Before accepting your instructions we shall endeavour to ascertain that there is no confidentiality risk which, in our professional judgement, would render it inappropriate for us to act for you. By confidentiality risk we mean a risk that relevant confidential information of one client might inadvertently be disclosed to another client.

10.4 If, having accepted instructions to act for you a confidentiality risk arises or is subsequently discovered we must reserve the right to terminate the Retainer if, in our professional judgement, we consider that it would be inappropriate to continue to act for you.

10.5 You agree that we may disclose your confidential information if and to the extent that,such disclosure is required or permitted by law or,

such disclosure is authorised by you or,
such disclosure is permitted by the professional rules applicable to solicitors practising in England or Scotland, as the case may be, or,
our insurers or other advisers require us to provide details of any matter or matters on which we are acting or have acted for you.

10.6 You acknowledge that in some circumstances we may be precluded by law from disclosing certain information to you.

10.7 You also acknowledge that it may be necessary for us to share confidential information with our third party suppliers to whom certain support services have been outsourced. These include Advanced Legal Solutions Limited who provide us with IT support services. If you have any questions about how these arrangements will apply to the work we do for you, please let us know as soon as possible.

11 Conflicts of interest

11.1 Subject to any legal or professional requirements for the time being in force which are applicable to solicitors practising in England or Scotland, as the case may be, the following provisions shall apply.

11.2 Before accepting your instructions we shall endeavour to ascertain that there is no conflict of interest which, in our professional judgement, would render it inappropriate for us to act for you.

11.3 Having accepted instructions to act for you in respect of any matter we shall not knowingly act for any other client in respect of the same or a related matter unless you have agreed that we may do so. We shall, however, be free to act for any other client, whether generally or in respect of any unrelated matter, even though there is or may be a conflict between your interests (including in particular your commercial interests) and those of the other client, unless we, in our professional judgement, consider that it would be inappropriate to so act.

11.4 If, having accepted instructions to act for you, a conflict of interest arises or is subsequently discovered we must reserve the right to terminate the Retainer if, in our professional judgement, we consider that it would be inappropriate to continue to act for you.

11.5 None of the provisions in this Clause 11 shall detract from the duty of confidentiality which we owe to you.

12 Limitations and exclusions of liability Proportionate liability

12.1 Where you have a number of persons, including us, advising you on a matter, there is a risk that we (and also our Personnel should any liability attach to them notwithstanding sub-clauses 12.3 and 14.3 below) will be prejudiced by any limitation or exclusion of liability which you agree with any of those other persons. This is because if we (or any of our Personnel) and any such other person are each liable to you for a loss which you suffer such a limitation or exclusion of liability may also operate to limit the amount which we (and also our Personnel) can recover from that other person by way of indemnity or contribution if we (or any of our Personnel) are required to pay you more than a proper share of the liability. Accordingly, if we or any of our Personnel incur any liability to you arising out of or in connection with the Retainer (other than in respect of legal costs), whether arising as a result of any negligence by us or our Personnel or otherwise, it is agreed,

that neither we nor any of our Personnel (should any liability attach to any of our Personnel notwithstanding sub-clauses 12.3 and 14.3 hereof) shall be liable to you for any amount which we or any of our Personnel would respectively have been entitled to recover from that other person by way of indemnity, contribution or otherwise but are unable to recover because you agreed with them an exclusion or limitation of their liability,
but that the agreement in paragraph (a) shall not apply if and to the extent that it would reduce the overall liability of us and our Personnel to you (other than in respect of legal costs) to less than £3 million (or such other sum as may be agreed between us and specified in writing, normally in the Retainer Letter), and in such circumstances our aforesaid liability to you shall be limited to £3 million (or the aforesaid other sum).

This term shall be enforceable by our Personnel.

Liability Cap

12.2 Depending upon the particular circumstances of any given matter (including in particular the extent of our potential liability, the availability of insurance cover, the nature and scope of our services and the other circumstances relevant to the requirement of reasonableness under the Unfair Contract Terms Act 1977) our aggregate liability to you and all Associated Persons arising out of or in connection with the Retainer shall be limited to £3 million (the “Liability Cap”).

The aggregate liability of us and our Personnel (should any liability attach to our Personnel notwithstanding sub-clauses 12.3 and 14.3) to you and all Associated Persons in respect of all claims by you and all Associated Persons arising out of or in connection with the Retainer (including claims for legal costs and claims to which the provisions of sub-clauses 12.1 and 12.4 apply), whether arising as a result of any negligence by us or our Personnel or otherwise, shall be limited to the amount of the Liability Cap. Sub-clauses 12.1 and 12.4 shall remain applicable and the limitations thereunder shall apply in respect of the matters set out therein irrespective of there being a higher Liability Cap.

“Associated Person” means any person who is not our client in relation to the Retainer but who we agree shall be entitled to rely upon or receive our services in relation to the Retainer.

This term shall be enforceable by our Personnel.

Partners and employees

12.3 (1) Disclaimer

The services provided under or in connection with this Retainer are provided solely and exclusively by the Partnership, acting through the agency of its partners and employees. The Partnership shall be liable to you (subject to these General Terms and Conditions of Business and all other terms of the Retainer) for,

the wrongful acts and omissions of the partners in the course of the business of the Partnership or with the authority of the Partnership,
the wrongful acts or omissions of its employees in the course of their employment.

The Partnership has arranged professional indemnity insurance at levels of indemnity which exceed that which is compulsory and which is commensurate with its professional responsibilities. The contact details of the Partnership’s Qualifying Insurer for compulsory purposes can be obtained from the Partnership at 19 Berkeley Street, London, W1J 8ED. No partner or employee assumes any personal responsibility to you, and accordingly no partner or employee shall owe you any personal duty of care.

(2) Exclusion of liability in relation to partners and employees

It is agreed and understood that no partner or employee shall be liable to you for any loss or damage howsoever arising as a consequence of the acts or omissions of such partner or employee (including negligent acts or omissions) save where such loss or damage is caused by fraud, dishonesty, reckless disregard or professional obligations or wilful misconduct on the part of such partner or employee, and provided always that where the Retainer constitutes a contentious business agreement within the meaning of section 59 of the Solicitors Act 1974 nothing herein shall relieve any member of the LLP from any responsibility to which he or she would otherwise be subject. The Partnership itself shall be liable to you to the same extent as it would have been in the absence of this exclusion, and the Partnership undertakes not to rely upon any matter by way of defence if and to the extent that such matter would not have been available to it in the absence of this exclusion.

The terms of this sub-clause 12.3 shall be enforceable by the partners and employees of the Partnership and by our service company.

Documents

12.4 If, after the completion of your matter, any documents or property, as described in clause 18, are lost, improperly destroyed, or damaged, or there is any unreasonable delay in returning such documents or property to you, any liability which may thereby incur to you (other than in respect of legal costs) whether as a result of our negligence or otherwise, shall be limited to the lesser of,

the value of such documents or property ,or
the cost of replacing such documents or property, or
£3 million in the aggregate, provided always that the amount to which our aforesaid liability is limited shall not be less than £3 million in the aggregate.

12.5 The limitations and exclusions in clause 12 will not operate to limit or exclude any liability for fraud, dishonesty, or reckless disregard of professional obligations or any liability which cannot be lawfully limited or excluded or which it would be unreasonable to limit or exclude.

13 Liability insurance cover

13.1 Where you instruct us to advise you in connection with any potential liability on your part, you should ascertain (if appropriate, with the assistance of your brokers) whether you are (or may be) covered by any relevant insurance in respect of either your potential legal liability and/or legal costs and expenses. If so, you should inform us of this fact, notify the insurers of the possible claim as soon as practicable and advise them of our involvement.

14 Counsel, experts, consultants and foreign lawyers

14.1 If we consider it necessary to engage on your behalf any barrister or advocate (counsel) in connection with any particular matter we shall normally consult you before making any appointment in order to discuss the person to be appointed and the terms of his or her retainer.

14.2 We shall not be responsible for the services provided by any such barrister or advocate engaged on your behalf, or for any failure or delay by them in the provision of their services. You will be responsible for their fees and expenses.

14.3 If we consider it necessary to engage on your behalf any consultant, expert or foreign lawyer in connection with any particular matter we shall normally consult you before making any appointment in order to discuss the person, firm or company to be appointed and the terms of their retainer.

14.4 We shall not be responsible for the services provided by any such consultant, expert or foreign lawyer engaged on your behalf, or for any failure or delay by them in the provision of their services. You will be directly responsible for their fees and expenses.

15 Copyright

15.1 Unless we expressly agree otherwise, the copyright in the original materials which we generate for you belongs to us, but the fee which you pay for our work permits you to make use of that material for the purposes for which it was created.

16 Retention and storage of documents etc.

16.1 Subject to any agreement to the contrary, during the course of any matter we shall retain such documents (which expression includes anything in which information is recorded, whether on paper, electronically or otherwise) or copies thereof as in our professional judgement it is proper to retain, and for this purpose we may make or keep copies of such documents (whether in electronic or microfilm form or otherwise) and destroy other versions of those documents.

16.2 Subject to any agreement to the contrary, at the completion of a matter we shall,

at your request return to you any documents to which you are entitled,
otherwise retain such documents relating to the matter or copies thereof, as in our professional judgement it is proper to retain, and for this purpose we may make or keep copies of such documents (whether in electronic or microfilm form or otherwise) and destroy other version of those documents,
at your request return to you any property (such as exhibits, models, etc.) to which you are entitled, and otherwise retain such property as in our professional judgement it is proper to retain,

provided always that we shall not be obliged to keep such retained documents or property relating to your matter for more than six years after completion of the matter. After this time, unless we agree otherwise, we may then dispose of the documents and property without further reference to you.

16.3 If we receive a request from you within six years after completion of the matter we shall return any retained documents or property to which you are entitled.

16.4 We do not normally make a charge for retrieving retained documents or property in response to continuing or new instructions to act for you. We do, however, reserve the right to make a charge based on the time we spend on reading documents, writing letters or undertaking other work necessary to comply with the instructions. A charge will also be made for any safe custody storage.

16.5 You agree that we have the right to retain independent contractors to undertake storage of any documents or property relating to your matter, whether during the carrying out of the matter or after its completion and whether such documents or property be stored in safe custody or otherwise.

17 Electronic communications

17.1 Unless instructed otherwise, we shall assume that we may communicate with you by email. Documents sent to you by email will not be encrypted. If you have a requirement for a greater level of security in electronic communications, please notify us of this and we will endeavour to agree with you and implement a mutually acceptable email protocol, incorporating encryption standards.

17.2 We use an industry standard firewall containing virus protection but cannot guarantee that all communications will be secure or free from infection.

18 Termination

18.1 You may terminate your instructions to us in writing at any time but we shall be entitled to retain your papers and documents whilst there is money owning to us in respect of our charges and expenses.

18.2 We may decide to cease acting for you only with good reason; for example, if we are unable to obtain clear or proper instructions on how we are to proceed, if it is clear that you have lost confidence in the manner in which we are carrying out your work, if you do not pay our bill or comply with our request for payment on account, if you give us instructions which conflict with our rules of professional conduct, or if in our professional judgement we consider that it would be inappropriate to continue to act for you. We shall give you reasonable notice of our intention to cease acting on your behalf.

18.3 If you or we decide that we shall no longer act for you, you agree to pay our outstanding charges and expenses, including those not yet billed.

18.4 If you are a consumer, that is to say an individual acting for purposes which are wholly or mainly outside any trade, business, craft or profession which you may have (see clause 2.4), you have an additional right to cancel the contract of Retainer within 14 days without giving any reason as set out in clause 33.

19 Publicity

191. Unless otherwise agreed, we may disclose to third parties that you are or have been a client. We may also disclose to third parties that we are acting for you or have acted for you on a matter, if information about that matter is in the public domain or you specifically consent to that disclosure.

20 The Financial Services and Markets Act 2000

20.1 The advice which we provide is confined to legal advice. Nothing we say or do is intended or should be understood as advice to you or to anybody on the investment merits of acquiring or disposing of particular investments or as an invitation or inducement to engage in investment activities; nor do we act as brokers of investment transactions.

20.2 The Partnership is not authorised by the Financial Conduct Authority under the Financial Services and Markets Act 2000. We are regulated by the Solicitors Regulation Authority and can therefore in certain circumstances offer our clients a limited range of investment services that are incidental to the professional services we have been engaged to provide. We can also provide services in relation to investments which may reasonably be regarded as a necessary part of our professional services or which we are otherwise permitted to provide in conformity with that Act and related legislation.

20.3 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 Ombudsman is the independent complaints handling body.

21 Novation

21.1 We may transfer the benefit of the Retainer to any partnership or corporate entity (including a limited liability partnership) which carries on the business of the Partnership in succession to it. You will accept the performance by such transferee of the Retainer in substitution for that of the Partnership. References in these General Terms and Conditions of Business and in any relevant Retainer Letter to “Hammond Bale LLP”, “the Partnership” or “we” (or derivatives thereof) are deemed to include any such transferee.

21.2 Subject to the above paragraph, neither of us shall have the right to assign or transfer the benefit or burden of the Retainer without the written consent of the other.

22 Authority to give instructions

22.1 Unless instructed otherwise, we shall assume that all of your employees, directors and officers who give us instructions are authorised to do so and that we may act on oral instructions. Further, if you retain us as agent for a third party, or purport to do so, you warrant that you have the authority of that third party so to retain us.

23 Raising queries or concerns with us

23.1 If you have any queries or cause for complaint about the services we provide to you, including our bill, please raise these in the first instance with your Matter Partner. If that does not resolve the problem to your satisfactions, or if you would prefer, please take the matter up with the Partnership’s Senior Partner. We shall investigate your complaint promptly and carefully and do what we reasonably can to resolve the difficulties. We have a complaints procedure in place, which details how we handle complaints, a copy of which is available on request. You are, in any event, entitled to refer any matter or complaint to the complaints and redress system operated by the Independent Legal Ombudsman whose contact details can be obtained by using the link: www.legalombudsman.org.uk. 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. If your complaint is in relation to our bill then there may also be a right to object to the bill by applying to the court for an assessment of the bill under Part III of the Solicitors Act 1974. The Legal Ombudsman may not consider a complaint about our bill if you have applied to the court for assessment of the bill. Please note that if all or part of our bill remains unpaid we reserve the right to charge interest.

24 Severability

24.1 If any term of the Retainer, or any part of such term, is or becomes illegal, invalid or unenforceable in any respect, then the remainder of the Retainer will remain valid and enforceable.

25 Data Protection Act 1998

25.1 Hammond Bale LLP is registered as a data controller pursuant to the Data Protection Act 1998. Where, in connection with the provision of our services to you, we have received or obtained personal information (personal data) this will only be used for the provision of such services and for providing information about the services which we can provide.

26 Contracts (Rights of Third Parties) Act 1999

26.1 Unless expressly provided none of the terms of the Retainer shall be enforceable by any person who is not a party to it. Where, however, any term of the Retainer is enforceable by any person not a party to it that person’s right to enforce such term is subject to the provisions of clause 29 (Arbitration). The parties to the Retainer may by agreement rescind or vary the Retainer without requiring the consent of any other person who, not being a party to the Retainer, may have any right to enforce any term thereof.

27 Force Majeure

27.1 We shall not be liable to you if we are unable to perform our services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify you as soon as reasonably practicable.

28 Law and jurisdiction

28.1 The Retainer shall be subject to and governed by the Laws of England and Wales. The law applicable to any non-contractual obligation upon us, our Personnel, or you arising out of or in connection with the Retainer or our services provided under or in connection with the Retainer shall also be the law of England and Wales, save to the extent that it is impermissible to choose the applicable law. Subject to clause 29, any dispute arising out of or in connection with the Retainer or our aforesaid services shall be subject to the exclusive jurisdiction of the High Court of Justice, The Strand, London, England.

This term shall be enforceable by our Personnel.

29 Arbitration

29.1 Any dispute between us arising out of or in connection with the Retainer shall, at our election, be referred to arbitration, unless such reference is precluded by law. Such election shall be made by notice in writing to that effect. We shall give such binding notice once the dispute has arisen, or within 28 days of a written request by you for us to make the election. If, without making such request, you issue any legal proceedings against us in respect of any such dispute, we may still elect for arbitration by notice to that effect given to you within 28 days of service of the proceedings on us, in which event you will take no further steps in the proceedings other than to procure their dismissal or stay.

29.2 If, notwithstanding the provisions of sub-clauses 12.3 and 14.3, there is a dispute between you and any of our Personnel arising out of or in connection with the Retainer or our services provided under or in connection with the Retainer such other person shall have the right to refer the dispute to arbitration subject to and in accordance with the following terms. Such election shall be made by notice in writing to that effect and shall be given by such other person once the dispute has arisen, or within 28 days of a written request by you to such other person for such election to be made. If, without making such request, you issue any legal proceedings against such other person in respect of any such dispute, such other person may still elect for arbitration by notice to that effect given to you within 28 days of service of the proceedings upon him, her or it, in which event you will take no further steps in the proceedings other than to procure their dismissal or stay.

29.3 Where we, or any such other person, have given such notice of election the dispute concerned will be referred and resolved by arbitration in accordance with the rules of the London Court of International Arbitration for the time being in force (“the LCIA Rules”), save as amended by this clause. The language of the arbitration shall be English. The place and seat of the arbitration shall be London. Copies of the LCIA Rules can be provided on request.

29.4 Where more than one such notice of election has been given (for example, a notice of election by the Partnership and a notice of election by one such other person) it will generally be appropriate for the same arbitral tribunal to hear and determine all such disputes. Accordingly, you agree that, if requested by any two or more such persons who have made such elections, you will:

ask the LCIA to appoint the same tribunal for the hearing and determination of each dispute concerning each such person, and consent to those disputes being heard and determined concurrently; and
(if a tribunal has already been appointed for the hearing and determination of a dispute concerning one such person), ask or concur in asking the tribunal to permit the joinder of the remaining such person or persons to that arbitration and to hear and determine the disputes concerning each such person concurrently, and consent to those disputes being heard and determined concurrently, as so requested.

29.5 The terms of this clause shall be enforceable by our Personnel.

30 Client money

30.1 Subject to your instructions we shall deposit all client money in a client account which we have arranged at a major bank. Full details of this account are available on request. We are unable to accept responsibility for any loss which you may suffer as a result of the failure of the bank to repay the money so deposited. Please note that the Financial Services Compensation Scheme (FSCS) covers deposits for individuals and small businesses up to a certain limit per authorised deposit taking institution. The FSCS limit applies to each individual and if you hold other monies in the same bank as our client account, the FSCS limit will apply in total. You should also be aware that some deposit taking institutions have several brands, i.e. where the same institution is trading under different names. If we are to make a claim to the FSCS on your behalf we will need to give certain information about you to the FSCS, but we will seek your consent before doing so.

31 Equality and diversity

31.1 We are committed to promoting equality and diversity in all our dealings with clients, third parties and employees and we are required to produce a written equality and diversity policy. Please contact us if you would like us to send you a copy of that equality and diversity policy.

32 Application of these terms and amendments

32.1 These terms supersede any earlier terms of business we may have agreed with you and, in the absence of express agreement to the contrary, shall apply to the services referred to in the Retainer Letter (if any) and all subsequent services we provide you.

32.2 From time to time, it may be necessary for us to amend or supersede these terms by new terms. Where this is the case, we shall notify you of the proposed changes and, unless we hear from you to the contrary within 14 days after such notification, the amendments or new terms will come into effect from the end of that period.

33 Consumer rights – right to cancel

33.1 If you are a consumer, that is to say an individual acting for purposes which are wholly or mainly outside any trade, business, craft or profession which you may have (see clause 2.4), the following provisions of this clause apply to you.

33.2 You have a right to cancel the contract of Retainer within 14 days without giving any reason.

33.3 This is a statutory right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 if the contract of Retainer is an off-premises contract or a distance contract as defined by the Regulations, and we grant you a similar right if the contract of Retainer is an on-premises contract (that is to say a contract which is neither a distance contract nor an off-premises contract as so defined). This right is in addition to your rights under clause 20 – Termination.

33.4 The cancellation period will expire after 14 days from the making of the contract of Retainer.

33.5 To exercise the right to cancel you must inform us, Hammond Bale LLP, 19 Berkeley Street, London, W1J 8ED of your decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or email). You may use the below mentioned model cancellation form, but it is not obligatory.

33.6 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

Effects of cancellation

33.7 If you cancel the contract of Retainer we will make full reimbursement to you of all sums properly due to you. We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise, and in any event you will not incur any fees as a result of the reimbursement.

33.8 If you expressly request us to start work during the cancellation period you shall pay our fees, expenses and disbursements, properly incurred, for the work done before we are informed of your decision to cancel the contract.

Model cancellation form

To Hammond Bale LLP, 19 Berkeley Street, London, W1J 8ED (telephone number 020 7499 7624; fax number 020 7493 7412; email: mail@hammondbale.com

I/We (*) hereby give notice that I/We (*) cancel my/our contract for the supply of the following service:

Legal services of Hammond Bale LLP as set out in the Retainer Letter dated……..

Name of consumer (client): …………………….

Address of consumer (client): …………………….

Signature of consumer (client): …………………….

Date: …………………….

(*) Delete as appropriate.