EHL Commercial’s Terms and Conditions

In these terms and conditions "we", "our" or "us" means EHL Commercial LLP which is a limited liability partnership registered in England and Wales under registered number OC419995 whose registered office is at 2nd Floor, City Gate House, St. Margaret’s Street, Leicester LE1 3DA, and references to "individuals" are to partners or to consultants or employees of EHL Commercial.

These terms and conditions will apply to any services that EHL Commercial provides to you and will usually be supplemented by one or more letters dealing amongst other things with the specific services to be provided and the fees payable.

These terms and conditions take effect as of 1 May 2018 and may be revised from time to time. A copy will be sent to you in the event of revision and the revised terms and conditions will apply with immediate effect from the date you receive them. You are of course free to terminate the arrangement between us if you do not accept the revised terms.

1. INFORMATION AND COMMUNICATION

1.1 In order to fulfil our task, we may from time to time need to obtain information from you and your other professional advisers. To enable our work to be carried out as efficiently as possible, you should ensure that all information provided is to the best of your knowledge complete, accurate and up to date, and is supplied as quickly as possible. You should notify us as soon as possible of any changes or variations to that information which may arise after the date it is passed to us, as well as of any new circumstances which might be relevant to the work we are undertaking.

1.2 In order to communicate efficiently, correspondence and documents may be sent by unencrypted e-mail. You will be aware that delivery via the internet is not guaranteed as a secure method of communication, nor are there any service standards for delivery; if you would prefer us not to use the internet, please let us know.

1.3 Email and telephone communication may be monitored in accordance with applicable law and regulations.

2. FEES

2.1 Unless otherwise agreed the fees for our work will be calculated as provided for in the Civil Procedure Rules Parts 48.8 and 44.5 in relation to contentious business, or in the Solicitors’ (Non Contentious Business) Remuneration Order 2009 in relation to non-contentious business, as appropriate, and taking into account our standard hourly rates for individuals, which are based on their level of qualification.

2.2 Unless otherwise agreed, where additional staff are required to join the team working for you, they will be charged at equivalent rates to those agreed in respect of relevant individuals of similar experience already working for you, or at the standard rates for those individuals as appropriate.

2.3 Fees will be reviewed at least annually.

2.4 Fee estimates or quotations are exclusive of VAT, similar taxes and disbursements. Estimates are given in good faith, but unless otherwise agreed, fees may be higher or lower than estimates given.

2.5 In certain circumstances, there may be an expectation that a third party will pay your costs. In the event that
such third party does not pay the amount due, you will be required to pay the outstanding costs.

2.6 If, in the course of acting for you or following termination of a retainer, a third party seeks access to documents held by EHL Commercial, or seeks to interview any individual in connection with any work done for you, we or they may be required as a matter of law to deal with their request. In such circumstances, we will notify you and seek your instructions if possible, but if it is not practicable to do so, we will proceed on the basis that you are not prepared to waive confidentiality or privilege and that we or they should comply with the request only to the extent we or they are required to do so. You will be responsible for any charges in dealing with any such request.

2.7 Following an assessment of your matter, we may be able to offer a funding arrangement. We reserve the right to offer a funding arrangement subject to an independent Counsel’s opinion that you will be required to find. In circumstances where there is no agreement in place, you will be a private paying client responsible for settling your invoices as and when presented.

2.8 All time is recorded in traditional 6-minute – 1 unit increments.

2.9 Insofar as it is anticipated to be a true and accurate reflection of the costs that may be incurred, the fee estimate provided is simply that – an estimate. We reserve the right to amend the estimate on production of further instructions and/or disclosure. An explanation as to the increase will be provided.

3. DISBURSEMENTS AND RECHARGING

3.1 Expenses such as Counsel, travelling expenses, couriers, stamp duty, bank transfers, stamp duty land tax and similar taxes, court fees, filing or registration fees, search fees, external printing (with additional charges for items such as binders) and searches of information databases will be charged in addition to professional fees.

3.2 Photocopying and printing will be charged at our standard rate.

3.3 Where, after consultation with you, other advisers or service providers are engaged (such as other law firms, expert witnesses, patent agents and surveyors), they will be engaged by us acting as your agent and you will be responsible for their fees in addition to our own.

3.4 All fees and disbursements are (where liable) subject to VAT or similar taxes in addition. Our VAT Registration Number is 222 4661 33.

4. PAYMENT ON ACCOUNT

4.1 Money held on account of costs will be held in our client account separately from our funds. This amount may be offset against interim or final bills. The amount offset will be shown on the face of the bill. In accordance with the Solicitors Accounts Rules, we are obliged to transfer funds held in the Client Account on account of costs to our Office Account within 14 days of raising our bill. By instructing the firm you agree that monies held on account will not be credited with interest even if such interest would be above the threshold level set by the Solicitors Regulation Authority.

4.2 We expect you to bear all costs of transmitting payments on account to us, which should therefore be made gross of all bank or agent’s charges.

5. BILLS

5.1 We shall deliver bills to you at regular intervals, including interim bills in respect of our fees. If you would like us to deliver bills to you in an unusual format, showing unusual details or at unusually frequent intervals, we may charge you for that service at our usual/agreed rates. Save where otherwise agreed, payment should be made to EHL Commercial.

5.2 In the event of a payment not being made either in respect of a bill or on account we reserve the right to decline to act any further and to render a bill for the work done up to that date.

5.3 VAT or similar taxes will be charged where applicable. All bills and VAT invoices will be addressed to you. All invoices will be net of overseas local taxes or charges, which are for your own account.

5.4 Bills are to be settled in full within 14 days of receipt. Payment should be made by cheque or banker’s draft or sent by electronic transfer. We reserve the right to charge interest on amounts outstanding after 30 days at the rate of 4 per cent above the base rate of NatWest Bank plc or, if applicable, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. There may be circumstances in which we are able to retain your papers pending payment of our bills.

5.5 Bills should be paid in the currency, in which they are denominated, save with our prior agreement. If bills are not settled in that currency, we reserve the right to ask you to account for any shortfall caused by converting the payment into that currency.

5.6 When we are instructed by two or more clients to act on the same matter, each client will be jointly and severally liable to pay the full amount of our fees, disbursements and VAT, and each client irrevocably consents to information provided by it being shared with the other client(s) instructing us on the matter.

6. MATTER NOT COMPLETED

Should a matter not be carried through to completion then, unless otherwise agreed, a charge will be made in respect of the work that has already been completed. VAT or similar taxes will be payable on that amount and, unless otherwise agreed, you will also be billed for any disbursements incurred.

7. DUTY OF CARE AND CONFIDENTIALITY

7.1 In relation to your instructions, we will owe you the normal duties owed by a lawyer to his client, including a duty of care and a duty of confidentiality, subject to any overriding legal requirements.

7.2 Any advice provided by EHL Commercial is for your benefit alone and is given solely for the purpose of the engagement in respect of which it is sought and may not be used by or relied upon by third parties. You agree that you will not disclose, or otherwise allow to be made available, any such advice (directly or indirectly) to any such persons without our prior written consent (except your other professional advisers but without creating any duty or liability to them on the part of EHL Commercial LLP or save as required by law or regulation). Our duty of care is to you as our client and does not extend to third parties except where such responsibility is accepted by us in writing.

7.3 If general advice is provided, the applicability of the advice to a particular circumstance would depend on the particular circumstances in which it is to be used (of which we may not be aware) and should be viewed accordingly.

7.4 Advice and documentation in relation to any matter on which we have advised you may be added to our internal databases but this will not affect our duty of confidentiality to you.

8. ELECTRONIC COMMUNICATION

You agree that, when we communicate either with you or with third parties with whom we are authorised to communicate in respect of your sale, we may use electronic means (e-mail, for example). You agree that we will not be liable in respect of non-receipt or late receipt of any such communication or for any corruption in the information so communicated or its disclosure to other parties if such disclosure occurs solely by the reason of the use of such means of communication. Although we regularly carry out virus checks on our computer systems, data and communications received electronically, we advise you to carry out your own virus checks on all your systems, data and communications (whether in the form of computer disk, e-mail, internet access or otherwise). We accept no liability for any viruses that may enter your system or data by these or any other means.

9. LIABILITY OF EHL COMMERCIAL

9.1 EHL Commercial LLP is a limited liability partnership. Any reference in these terms and conditions or any other EHL Commercial document, or any oral reference, to a person who is a partner is a reference to a partner of EHL Commercial or an employee of equivalent standing. All correspondence and other communications sent to you in the performance of our services, whether signed by a partner, consultant or employee, shall for all purposes be assumed to have been sent on behalf of EHL Commercial. Any liability arising out of or related to these terms of business, or otherwise arising out of or related to the services provided by EHL Commercial to you, shall be a liability of EHL Commercial and not of a partner, employee or consultant of EHL Commercial. Accordingly, you agree that you will not bring any claim against a partner, employee or consultant personally.

9.2 Nothing in paragraph 11.2 or this paragraph 8 is intended to or shall exclude or limit any liability to the extent that EHL Commercial or, as the case may be, any individual is precluded or restricted from excluding or limiting such liability under any legal requirements applicable to EHL Commercial or such individual (such as applicable laws precluding or restricting exclusions or limitations, whether generally or for specific matters such as death, personal injury and fraud) or any rules of professional conduct applicable to EHL Commercial or such individual (such as applicable rules precluding or restricting exclusions or limitations for willful disregard of professional conduct rules or precluding or restricting any limitation or exclusion of liability).

9.3. The aggregate liability of EHL Commercial, its partners, employees and consultants or any of them whether in contract, tort (including negligence), breach of statutory duty or otherwise in respect of any losses, damages, liabilities, claims, demands, interest and costs arising out of or in connection with the matter referred to in any engagement letter will not exceed £3,000,000. EHL Commercial, its Partners, employees and consultants shall not be liable to any third party for any losses, damages, liabilities, claims, demands, interests or costs arising out of or in connection with the provision of legal services to you. We are not liable to you for a loss due to failure of a bank holding funds provided to us by you or held on your behalf.

9.4 Without prejudice to paragraphs 9.1, 9.2 or 9.3 where EHL Commercial shares responsibility with others (such as accountants) on a matter, EHL Commercial’ s liability (and any liability of a partner, employee or consultant of EHL Commercial) for any losses or claims in relation to the matter shall be limited to that proportion of any losses which it would be just and equitable to pay having regard to the extent of EHL Commercial’ s (or any partner, employee or consultant’s) responsibility for the loss. Our share of liability will not be increased because a claim cannot be made against others who are also responsible for any loss because such parties are insolvent or have contractually or otherwise excluded or restricted their liability.

9.5 We shall not be liable for any failure to fulfil our obligations caused by any circumstances outside our reasonable control.

9.6 Where these terms and conditions are addressed to more than one person, the limit of liability specified in paragraph 8.3 will have to be allocated between those addressees. Such allocation will be entirely a matter for the addressees, who will be under no obligation to inform us of it. If no such allocation is agreed by the addressees, none of them shall be entitled to dispute the validity, enforceability or operation of this paragraph because no such allocation was made.

9.7 A copy of our professional indemnity insurance policy details can be obtained in writing from us. Our policy covers advice given in England and Wales.

10. DATA PROTECTION

10.1 In the course of our work, you (and your agents) may provide personal data to us. Such personal data will be received on the understanding that you have complied with any applicable data protection law and regulation, and that the receipt from you (or any agent) of any personal data and any subsequent processing undertaken by us at your request will comply with such law and regulation.

10.2 EHL Commercial will process data relating to you and your employees in order to carry out work for you comply with applicable laws and regulations, update, and populate our databases. Such personal data may also be used to provide you with information relating to our firm and services including legal updates in printed or in electronic form. If at any time, you do not wish to continue receiving this information you may notify us accordingly.

10.3 We may be required to disclose information including personal data for the purposes of meeting our statutory and regulatory obligations.

11. MONEY LAUNDERING AND PROCEEDS OF CRIME

11.1 As with other professional services firms, we are under stringent requirements to identify clients for the purposes of anti-money laundering legislation. We are likely to request from you and retain some information and documentation for these purposes and make searches of appropriate databases. There may be circumstances in which EHL Commercial is not able to proceed with your instructions and may have to cease to act for you, for example if satisfactory evidence of your identity is not provided within a reasonable time. In these circumstances we will charge you for the work done prior to that date.

11.2 The work which we have to do to identify you in accordance with our statutory and professional obligations is part of our work on this retainer, and (unless otherwise agreed) will be charged for, including any disbursements incurred, in the normal way.

12. OTHER ADVISERS

12.1 Where EHL Commercial is asked to recommend the services of another adviser or service provider, it will do so in good faith, but without liability and without warranting the ability or standing of that person or firm. If we are asked to engage such a person or firm, we will engage them, acting as your agent and you will have a direct retainer with them. We will not be responsible for monitoring or reviewing their work or for the quality of that work.

12.2 If you have engaged any other adviser to represent or advise you and you agree or have agreed with any of them that their liability to you will be limited in any way, our liability to you will not exceed the amount which it would have been were it not for such a limitation.

13. DESTRUCTION OF RECORDS

We reserve the right to destroy files and documents relating to transactions or business after the expiry of 6 years from the date on which the file was closed, save where separate agreement is made in writing.

14. STATUS AND NATURE OF ADVICE

14.1 EHL Commercial is authorised and regulated by the Solicitors’ Regulation Authority of England and Wales, SRA number 647288.

14.2 The Financial Conduct Authority regulates financial services activity in England and Wales. EHL Commercial is authorised to sell insurance products. If we receive remuneration for acting as an intermediary details of the remuneration will be disclosed to you.

14.3 We are able to provide some limited investment services that are incidental to, and arise out of or are complementary to, the provision of professional legal services. These include legal advice in respect of arranging corporate and certain other transactions in shares and other securities. EHL Commercial will only act as your legal adviser; it is not part of that role to give advice on the commercial merits of transactions; our remit is limited to advice on legal issues. Any investment decision is for you to make and no communication by EHL Commercial should be treated as an invitation or inducement to you to engage in investment activity.

15. TAKE-OVERS

If our services relate to a transaction within the scope of the English City Code on Takeovers and Mergers, we reserve the right to withdraw from acting for you if you, or any of your agents or other advisers, fail to comply with such Takeover Code.

16. ENGLISH LAW

We will only advise on the laws of England and Wales.

17. SAFEGUARDING SERVICE AND COMPLAINTS

17.1 If you would like to discuss how the service to you could be improved, or should there be any aspect of our service with which you are not satisfied at any time, including our bill to you, you should raise the matter with the lawyer with whom you deal. If you would like to make a formal complaint, you should do so in writing addressed to the Compliance Officer, asking for a copy of our complaints procedure. We will look into your complaint carefully and promptly.

17.2 If we are unable to resolve any problem within 8 weeks of the complaint being made you may be able to use the complaints and redress procedures operated by the Legal Ombudsman. This includes complaints about your bill, although please note that the Legal Ombudsman may not deal with a complaint about a bill if you have applied to the court for an assessment of the bill. The Legal Ombudsman can be telephoned on 0300 555 0333 or written to at PO Box 6806, Wolverhampton WV1 9WJ orenquiries@legalombudsman.org.uk. Any complaint to the Legal Ombudsman must usually be made within six months of the date of our final written response to your complaint and within one year from (a) the act/omission that gave rise to the complaint, or (b) when you should reasonably have known there was cause for complaint without taking advice from a third party, whichever is the later. For further information, you should contact the Legal Ombudsman or visit the Legal Ombudsman’s website, www.legalombudsman.org.uk.

18. ENFORCEMENT

18.1 EHL Commercial may directly enforce the provisions of these terms and conditions including under the Contracts (Rights of Third Parties) Act 1999.

18.2 These terms and conditions, other than paragraph 8, may be varied by us without the consent of the third parties referred to in that paragraph.

18.3 In the event that any of these terms and conditions is held to be invalid, the remainder of the terms and conditions will remain in full force and effect.

18.4 The receipt by you of advice from EHL Commercial will be deemed to be on these terms and conditions whether or not you have counter-signed our letter of engagement.

19. GOVERNING LAW AND SUBMISSION TO JURISDICTION

This agreement and any non-contractual obligations arising out of or in connection with this agreement, shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this agreement and any matter arising there from.

EHL Commercial LLP

1 May 2018