1. Preliminary matters
1.1 This document (our “Additional Terms”) contains important information. Please read it carefully. If you have any questions about it, then please contact us at firstname.lastname@example.org and mark your email “additional terms of purchase”.
1.2 Definitions generally appear in this document in bold and quotation marks. There are further definitions and interpretation provisions at clause 12 below.
- You agree that these Additional Terms apply to “you”. That means any person who enters into a Contract pursuant to which that person provides any services or goods to us and/or our Client, or in any way for the benefit of our Client.
- You agree that these Additional Terms apply to any Contract, negotiations leading to the formation of a Contract, and any variation to the terms of a Contract.
- “Contract” means any agreement, whether made orally or in writing, between you on the one part, and us and/or our Client on the other part, pursuant to which you provide any services to us and/or our Client. “Contract” includes an agreement made with you solely for our own benefit, an agreement made in our capacity as agent for our Client where the resulting Contract is solely between you and our Client, and an agreement made by us as agent for our Client where the resulting agreement is between you, us and our Client.
1.6 References to “we”, “our” and “us” in this document mean the applicable Keystone Law Entity involved in effecting the Contract, either Keystone Law (Isle of Man) Limited or Keystone Law Limited.
1.7 Details of the full name, incorporation, trading address, and regulatory status of the Keystone Law Entities, appear at clause 12 below.
2. The application, interpretation and variation of these Additional Terms
2.1 Unless the contrary is expressly stated below, these Additional Terms apply:
2.1.1 to all Contracts;
2.1.2 at all times when we negotiate with you concerning any proposed Contract (including when we do so on our own behalf of, and/or as agent for our Client);
2.1.3 from the moment when a Contract is made; and
2.1.4 in addition to such other terms of a Contract as may be agreed with you and/or implied by operation of law (“Other Terms”).
2.2 The Other Terms of a Contract are to be construed consistently with these Additional Terms (and this includes the objectives identified in this document), and any Other Term that is inconsistent with these Additional Terms is to be severed or rectified so as to comply with them.
2.3 These Additional Terms can only be varied by a Director of the Keystone Law Entity with which you are contracting and only in circumstances where that variation has been recorded in a written communication from that Director addressed expressly to you.
3. The overriding nature of our Professional Obligations
3.1 We are obliged to comply with our Professional Obligations at all times, and you acknowledge the importance of this objective for us.
3.2 Where we are a party to a Contract:
3.2.1 no term of a Contract can require us to act in a manner that is, in our reasonable opinion, inconsistent with the proper performance of our Professional Obligations;
3.2.2 we are entitled to suspend our performance of any term of a Contract, terminate our involvement with a Contract, and/or make such disclosures to a Regulatory Authority as may arise under or are in any way connected with a Contract, without breach of the terms of that Contract, provided that in all such instances we reasonably believe that we are compelled by our Professional Obligations to take such actions;
3.2.3 if we exercise our entitlements under clauses 3.2.1 and/or 3.2.2 above, then we shall explain our actions to you in writing on request (provided it is lawful for us to do so); and
3.2.4 we shall have no liability to you under a Contract for any act or omission properly taken by us in accordance with this clause 3.
4. Our use of professional titles
4.1 We use professional titles to designate the seniority and the role of our colleagues. Those we call “Partners” are solicitors, barristers, trademark attorneys and other legal professionals with at least eight years’ standing as such. The title “Partner” is a professional title only. Our Partners are not partners in the legal sense and are not liable for our debts, liabilities or obligations. Our Partners are also not managers or controllers of any Keystone Law Entity for regulatory purposes. We are not a partnership or a limited liability partnership.
5. Our Lawyers’ authority to enter into Contracts
- This clause 5 is intended to define what are our Lawyers can and cannot do by way of authority when entering into Contracts on our behalf and/or on behalf of our Clients.
- This clause 5 applies to all Contracts, including Contracts with Barristers. There are further terms applicable only to Contracts with Barristers at clause 8 below.
- If you have any queries or uncertainties about our Lawyers’ authority to enter into Contracts whether generally, or specific to a given or proposed Contract, then please contact email@example.com and mark your email “additional terms of purchase” before you enter into a Contract and, in particular, before you place any reliance on the apparent authority of our Lawyers.
5.4 Our objectives in this regard are, first, that our Lawyers are given appropriate autonomy in their role as independent advisers to our clients (and not principals of any Keystone Law Entity) and appropriate authority to enter into Contracts with third party service providers such as you; second, that we maintain proper control and oversight over our Lawyers’ entry into Contracts and with a view to performing properly our Professional Obligations; and, third, that you understand the limits of our Lawyers’ autonomy and authority. You acknowledge that these objectives are important to us and that you support them.
5.5 Where we refer to the “Value” of a Contract in this clause 5, we mean the estimated value of all services that you are anticipated to provide under the Contract, estimated as at the start of the Contract and with proper regard to all the circumstances known, or that ought to be known, to you and us. Where the services are for our client, then any payments made by or on behalf of our client shall be excluded in such calculation, so value determines only the balance owing for those services.
5.6 “Usual Authority” means such authority as would be reasonable for an assistant solicitor to have, and that would arise in the ordinary course of business of such a lawyer, when acting on behalf of a client, having regard to all the circumstances known, or that ought to be known, to you and us at the start of the Contract.
5.7 Persons working within a Keystone Entity have the following authorities, and limitations on their authorities, with regard to entry into Contracts (and all of the following apply cumulatively):
5.7.1 A person only has authority to bind the Keystone Law Entity of which his is part;
5.7.2 Where the Contract is to be for the benefit of a Client, and/or where the Client is to be a party to the Contract, our Lawyers have Usual Authority from the Client to enter into such a Contract provided its Value does not exceed £100,000, save where it is a contract with a Barrister in accordance with 8.4.2, which authority is without limit;
5.7.3 Where the Contract is to be for our benefit, and/or where we are to be a party to the Contract, our Lawyers and Non Lawyers have our authority to enter into such Contract provided its Value does not exceed £1,000;
5.7.4 Only a director of Keystone Law Group PLC has authority to bind it to Contract; and
5.7.5 Our Lawyers and Non Lawyers do not have authority to do anything that is not strictly in accordance with our Professional Obligations, to issue statements on our behalf or to do anything that is not an appropriate part of their acting for their client.
If you are in any doubt, then please contact one of our directors and they can establish what authority the colleagues you are dealing with has.
5.8 Our Directors have full authority to bind the entity they direct.
5.9 Our employees with the word “manager” in their title have authority to bind the Keystone Law Entity for which they work to a Contract provided its Value does not exceed £10,000.
5.10 Save as set out above at clause 5.7.2, our Non Lawyers have no authority to bind any Keystone Law Entity to a Contract.
6. Confidentiality, access for our regulators, branding and our IP
6.1 Our Professional Obligations require us to keep confidential our Clients’ affairs and their Client Information. You acknowledge the importance of this objective for us.
6.2 You will keep confidential any Client Information that we provide to you for the purposes of a Contract.
6.3 You shall not acquire any ownership rights over any data, information or intellectual property we provide to you, though you may use it properly for the purpose for which it was provided to you and so long as you need to use it properly in the provision of your services to us and/or our Client.
6.4 You may not use the Keystone Law brand in any way or say that we are a client of yours without written permission from a Director. To discuss using our brand, contact us at firstname.lastname@example.org and mark your email “for the attention of the Marketing and Business Development Director”.
6.5 You will permit our regulators to inspect, by prior reasonable appointment, any data of ours that you hold.
7. Acceptance of your services
7.1 When we contract as agent for our clients, the acceptance of your services is a matter for our clients. In paying your invoice, in receiving your work and generally in our dealings with you, nothing shall be construed as an acceptance by us or our client of your services. Only our client can accept or reject your services. Where this happens, our client may elect to deal directly with you or through us, as its agent. In the latter case we shall provide you with written authorisation from our client.
8. Instructions to Barristers
8.1 The provisions of this clause 8 only apply to a Contract where you are a Barrister and you provide services under that Contract in that capacity, and references to “you” and to “Contract” in this clause 8 should be so interpreted.
8.2 The provisions of this clause 8 apply in addition to those of clause 5 above and, in the event of any inconsistency between the two, the provisions of this clause 8 take precedence.
8.3 Where the Contract with you involves your provision of services solely for our benefit, then only our Directors have our authority to enter into such a Contract.
8.4 Where the Contract with you involves your provision of services for the benefit of our client, or for a client on whose behalf you are instructed, then the following terms apply:
8.4.1 The Contract with you is on COMBAR CLLS Terms, as varied by clause 8.5 below.
8.4.2 Our Lawyers cannot agree Basis A. They can agree Basis, B, C and D.
8.4.3 Unless another Basis is expressly agreed in writing by our Lawyer with you, Basis C of the COMBAR CLLS Terms shall apply by default to the Contract.
8.4.4 We do not accept your standard terms of instruction.
8.4.5 We do not accept the Bar Council’s Standard Contract Terms for the Supply of Legal Services by Barristers.
8.4.6 Where you assert that terms apply to the Contract other than as described in these Additional Terms, then such assertion is rejected, and any continuation of our instructions or the passage of time shall not constitute acceptance of the terms so asserted by you.
8.4.7 Save in respect of a ComBar C instruction, where you intend to assert an entitlement to interest under the terms of a Contract, you will give us 30 days’ notice of your intention. Your notice must be in writing sent by email to email@example.com and marked “assertion of interest”. You must enclose with it copies of the fee notes to which you wish to apply interest and state the applicable rate of interest. Thereafter you must provide quarterly statements showing the entire sum due (including interest). You shall, on request provide invoices for the interest charged.
8.4.8 Where your fees are reduced on a solicitor/client costs assessment pursuant to the Solicitors Act 1974 (“Assessment”), or where we, with your consent or through the mechanism below, reduce your fees in settlement of an Assessment or contemplated Assessment, then this shall operate to reduce your fees by the amount of such reduction. In the event your fees have been paid, then you shall reimburse the entity that paid the fees in the sum of such reduction. Provided:
(a) This clause only applies to the extent that you are found to have been at fault or acted/charged unreasonably.
(b) If we wish to reduce your fees in order to settle an actual or contemplated Assessment, we shall first explain this to you, you shall indicate within 14 days whether you consent to the reduction. If you do not consent, and the matter cannot be resolved by negotiation, the issue may be determined by an independent specialist costs draftsperson. We shall suggest two costs draftspersons from whom you shall pick one; the appointed costs draftsperson will deal with the question of what level of your fees are likely to be adjudged reasonable at Assessment, as well as who should pay the costs draftsperson’s fees. At the conclusion of this process, we may reduce your fees to the extent the costs draftsperson considers they would likely be reduced at Assessment on the grounds of their unreasonableness.
8.5 Where, on Assessment, your fees are not allowed, then the obligation on the paying party to pay such fees that are not allowed falls away.
8.6 Wherever any Lawyer contracts with you under COMBAR CLLS Terms (whether expressly or by operation of these Additional Terms), the COMBAR CLLS Terms shall be subject to clause 2 above, and also shall be varied as follows:
8.6.1 At the end of clause 2.2 of the COMBAR CLLS Terms, and before the full-stop, add the words “or by our Lawyer as agent on behalf of the Lay Client.”
8.6.2 Where Basis B of COMBAR CLLS Terms applies to the Contract:
(a) we shall be deemed to make a request under clause 9.6 of COMBAR CLLS Terms that you issue your invoice promptly after the work has been done, or, where the work will take longer than 28 days, then monthly, on the first business day of the month;
(b) for the purposes of clause 9.6 of COMBAR CLLS Terms, your invoice must be sent to our accounts department, marked for their attention either by post (to our registered office) or by email (to firstname.lastname@example.org). The date of receipt by our accounts department shall be deemed to be the date of the relevant counsel’s fee note and the actual date of that fee note shall be disregarded;
(c) for the purposes of clause 9.7 of COMBAR CLLS Terms, we shall invoice your fees upon the later of the agreed time per any agreed payment schedule or promptly after receipt of your invoice by our accounts department in accordance with clause 8.5.2(b) above; and
(d) where 12 months or more have elapsed from the date the work was done and the date of our receipt of your invoice by our accounts department in accordance with clause 8.5.2(b) above, or where the date of receipt of your invoice by our accounts department accordance with clause 8.5.2(b) above is 30 days or more after the date the Contract ends, then, (i) our obligation to use our endeavours (under clause 9.9 of COMBAR CLLS Terms) shall be satisfied by our writing to our client and demanding payment, (ii) we shall not be required (under clause 9.11 of COMBAR CLLS Terms) to deliver a bill of costs in accordance with the requirements of section 69 of the Solicitors Act 1974) and (iii) clause 9.12 of COMBAR CLLS Terms shall not apply.
8.7 You will keep our and our client’s information confidential and send us on request and annually a completed information security questionnaire in such form as is then currently the from approved by the Bar Council and the Law Society.
9. Recruitment agents
9.1 This clause 9 only applies to Contracts where you supply recruitment services to us in connection with lawyers whom we wish to employ (and not in connection with lawyers we wish to engage as consultants).
9.2 We carry out recruitment on a role-by-role basis. We may engage more than one recruitment agent on any role. Once the role has been filled, that is the end of the engagement for all the agents retained to fill that role. Subject to these Terms, we shall pay a fee to the agent who first introduced us to the successful candidate following our invitation to you to send us CVs.
9.3 You warrant that you have complied with GDPR and all other relevant regulation and legislation when sending us personal information regarding candidates.
9.4 If you introduce us to a candidate whom we hire, then we will pay you a fee. The fee shall be payable after they have worked for us for 25 days, excluding holiday days and sick days.
9.5 We shall pay a fee based on the percentage of the successful candidates’ gross annual salary (before bonus or other incentives).
9.6 The percentage we shall pay per the preceding clause shall not exceed 20%, save for when we hire paralegals or persons with 6 years or more previous employment history in law firms, in which case the percentage we pay shall not exceed 22%.
9.7 We recommend you withhold candidates’ names from us when proposing them for roles. We do not retain CVs from unsuccessful candidates proposed by you once the role for which you proposed them has been filled. Should another agent later propose a candidate that you have proposed and should that candidate be successful, we shall pay a fee to them and not to you.
9.8 We will not pay you a fee if we have already been introduced to the candidate you send us by another recruiter or consultant, or if the candidate has approached us directly. Where we have been approached directly, on your request, we will provide to you such evidence as we have, unless otherwise prevented from so doing, of the direct approach.
9.9 We require a refund of any payment made by us to you where a candidate leaves us, for any reason, in the first ten weeks of employment, on a sliding scale as follows:
9.9.1 Leaves in the first ten days actually worked (excluding sick days and holiday days), 100% (the end of such period being the “full refund date”)
9.9.2 Leaves within 14 days of the full refund date, 80%
9.9.3 Leaves between 14 and 21 days after the full refund date, 60%
9.9.4 Leaves between 22 and 28 days after the full refund date, 50%
9.9.5 Leaves between 29 and 35 days after the full refund date, 40%
9.9.6 Leaves between 36 and 42 days after the full refund date, 30%
9.9.7 Leaves between 43 and 49 days after the full refund date, 20%
9.9.8 Leaves between 50 and 56 days after the full refund date, 10%
9.10 We require a full refund of any payment made by us to you within 12 weeks of your candidate commencing employment with us where we terminate that candidate’s employment on account of your having supplied us with a materially inaccurate CV.
9.11 We require a full refund of any payment made by us to you where we terminate your candidate’s employment for failing a DBS check for an act or omission prior to the date that candidate started their employment with us.
10. Your obligations to comply with law, ethics and good practice
10.1 It is an objective of these Additional Terms, and one whose importance you acknowledge and share with us, that we operate lawfully, ethically and responsibly, and will only do business with third parties who behave lawfully, ethically and responsibly.
10.2 To achieve this objective, you agree as follows, and you agree to use your best endeavours to ensure that Your Suppliers comply as follows, and you agree that you will, on request, explain to us how you are achieving such compliance.
10.2.1 You will comply with all international human rights laws and regulations;
10.2.2 You will comply with all local employment rights and workers laws and regulations and you will pay your workers fairly. All persons employed in England and Wales must receive the living wage as appropriate for their place of employment;
10.2.3 You will comply with all local equal opportunities laws and regulation and will not unlawfully discriminate;
10.2.4 You will comply with the UK General Data Protection Regulation;
10.2.5 You will not engage in any form of modern slavery or human trafficking and you will never support such practices;
10.2.6 You will comply with all local health and safety laws and regulations. You will ensure your workers can perform their work in safety;
10.2.7 You will comply with all local anti-bribery laws and regulations. You will not make any payment to us or receive any payment from us that may be considered to be a bribe and/or which breaches any anti-bribery laws and regulations in force in England and Wales;
10.2.8 You will comply with all local environmental laws and regulations. You will carry on your business in an environmentally responsible manner and endeavour to reduce your impact on the environment; and
10.2.9 You will comply with all local money laundering and terrorist financing laws and regulations. In cases where we have to ascertain the identity of a third party in compliance with our legal duties, you will provide your reasonable assistance to us in affording us access to the appropriate people and documents so we can make our enquiries.
11. General terms
11.1 These Additional Terms, and the Other Terms, of the Contract together constitute the entirety of the agreement comprising the Contract.
11.2 No variation of the Contract shall be effective unless it is agreed in writing and signed by a person with the requisite authority in accordance with these Terms.
11.3 No failure or delay by a party to the Contract to exercise any right or remedy provided under the Contract, or by law, shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.4 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject-matter or formation, shall be governed by and construed in accordance with the law of England & Wales.
11.5 The courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject-matter or formation.
12. Definitions and interpretation
12.1 The following terms shall have the following meanings in this document:
|means a barrister, practising as a member of the Bar of England & Wales.
|Basis A, Basis B, Basis C, and Basis D
|Shall have the meanings given to those terms in the COMBAR CLLS Terms, and each shall be referred to as a “Basis”.
|means the person for whom we act (or at the time, acted) in connection with the provision of our professional services.
|means information with our Professional Obligations requires us to keep confidential.
|COMBAR CLLS Terms
|means version 3.0 of the General Terms and Conditions for the Supply of Legal Services by Barristers to Solicitors in Commercial Matters, as promulgated by The Commercial Bar Association and City of London Law Society.
|Person listed as a director of the relevant company at the relevant official company registry.
|Keystone Law (Isle of Man) Limited
|the incorporated legal practice in the Isle of Man with its registered office at The Old Courthouse, Athol Street, Douglas, Isle of Man IM1 1JD. Company number: 129900C. VAT number: GB 004 5967 77. A list of the directors of Keystone Law (Isle of Man) Limited is available for inspection at the registered office. This firm is regulated by the Law Society of the Isle of Man.
|Keystone Law Entity
|means either or both of Keystone Law Limited and Keystone Law (Isle of Man) Limited, as the context permits.
|Keystone Law Limited
|The English law firm a company authorised and regulated by the SRA with its registered office at 48 Chancery Lane, London, WC2A 1JF. Company number: 4650763. VAT number: GB 200 7302 72. SRA number: 400999. A list of the directors is available for inspection at the registered office.
|means persons who are engaged by us and have the professional titles: Partner, Consultant Solicitor, Consultant Barrister, Consultant, Barrister and Senior Associate. Lawyer excludes Non Lawyers.
|means persons who have the professional titles Trainee, Trainee Solicitor, Paralegal, Associate, Legal Assistant and any other member of our administrative staff.
|With reference to a Keystone Law Entity, means all those requirements of its principal regulator, the applicable common law, and such other regulatory and legislative requirements as apply to that Entity’s provision of services to Clients. With reference to Keystone Law Ltd, these include the SRA’s “regulatory arrangements”, as that term is defined in the SRA Glossary.
|means the Law Society of the Isle of Man in relation to Keystone Law (Isle of Man) Limited, and the SRA in relation to Keystone Law Limited.
|Solicitors Regulation Authority.
12.2 Unless the context otherwise requires, any reference to the singular shall include the plural (and vice versa); any reference to legislation, subordinate legislation and regulatory rules shall include amended versions and any equivalent replacement; any reference to a “person” means any individual, and any corporate or unincorporated body (whether or not having separate legal personality); and the headings shall not affect the interpretation of this document.