These terms of purchase apply additionally to all contracts for the provision of services to any of Keystone Law Limited and Keystone Law (Isle of Man) Limited unless we agree otherwise as set out in term 2, below.
References to “you” are to entities supplying services to us.
1.1. Keystone Law Limited is an English company and a law firm authorised and regulated by the Solicitors Regulation Authority. It is the wholly owned subsidiary of Keystone Law Group PLC, an entity listed on the Alternative Investment Market of the London Stock Exchange.
1.2. Keystone Law also trades in the Isle of Man through an Isle of Man company known as Keystone Law (Isle of Man) Limited. These firms are regulated by the relevant local law society.
1.3. Reference to “we/us/our” is a reference to the appropriate contracting Keystone Law entity, being one or more of Keystone Law Limited and Keystone Law (Isle of Man) Limited.
1.4. These terms (“Terms”) are our additional standard terms of purchase of services. These Terms do not apply to us when we provide our services to others.
2. These Terms prevail
2.1. These Terms apply in addition to any agreement made by us with any supplier to us. In the event of any divergence (as regards both negotiated and standard terms), these Terms shall take precedence.
2.2. While these terms apply with effect from the inception of the relevant contract to which they apply, we are happy to make reasonable changes to have retrospective effect to the beginning of the relevant contract. To request this, please contact firstname.lastname@example.org and mark your email “for the attention of the Operations and Compliance Director” within 14 days of the commencement of the relevant contract. These Terms will then be varied or disapplied as set out in any express written agreement signed by a serving director of Keystone Law Limited.
3. Overriding nature of professional obligations
3.1. Notwithstanding any term agreed between us expressly or by implication, we may take any action (including, inter alia, terminating our agreement with you on notice) that we are, in our reasonable opinion, required to take by our professional rules (whether expressly or by virtue of the purposive nature of our professional rules). If we do so, we shall explain our actions to you in writing on request. We shall have no liability to you under our agreement with you for any act or omission properly taken by us in accordance with this term.
4. 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 professional 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 Keystone for regulatory purposes. We are not a partnership.
5. Confidentiality and access for our regulator
5.1. The confidentiality of our clients’ data is crucial to us and a regulatory requirement. You will keep our data and that of our clients confidential.
5.2. 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.
5.3. 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 email@example.com and mark your email “for the attention of the Marketing and Business Development Director”.
5.4. You will permit our regulators to inspect any data of ours that you hold by appointment.
6. Authority of our colleagues
6.1. Directors of Keystone Law Limited have authority to enter into binding contracts for and on behalf of Keystone Law Limited and Keystone Law (Isle of Man) Limited. Directors of Keystone Law (Isle of Man) Limited have authority to enter into binding contracts for Keystone Law (Isle of Man) Limited.
6.2. Our lawyers, being persons bearing the professional titles Partner, Consultant Solicitor, Consultant Barrister, Consultant, Barrister, Solicitor, Senior Associate and Associate, have authority to enter into contracts as agents on behalf of our clients, our principals. We put you on notice that our lawyers contract solely as agent for our clients, and they have no authority to bind all or any of Keystone Law Limited, Keystone Law (Isle of Man) Limited.
6.3. Other colleagues (that is, not our directors or our lawyers, so for example being people bearing the professional title Trainee Solicitor, Paralegal, Personal Assistant, Legal Assistant etc.) have no authority to bind our clients to a contract or to bind all or any of Keystone Law Limited and Keystone Law (Isle of Man) Limited in any way.
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, reject or dispute 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 make it expressly clear in writing that we are authorised by our client to accept, dispute or reject your services.
8.1. This term only applies when we instruct you as counsel.
8.2 Notwithstanding clause 6.2, our lawyers have a limited authority to instruct counsel, provided always that they act properly and with the authority of our client. Our lawyers may agree to instruct counsel on COMBAR terms basis B, C or D, or on other express terms provided always that we are not required to pay counsel before we have been paid by our client in respect of counsel’s fees. They may also agree to a conditional fee arrangement, so long as our sole obligation as to the payment of counsel is to take reasonable steps to ensure our client pays counsel’s fees. The written approval of a director of this firm is required before this firm will instruct counsel on COMBAR basis A, or on any terms where we are responsible for counsel’s fees in the event that our client does not settle them. Our directors are available to discuss appropriate variations to these additional terms on an individual basis at any time. Where it is unclear if a lawyer acts with client authority, then, before accepting instructions, counsel should write to a director of this firm to establish the position definitively. The firm will not be liable for fees incurred by lawyers acting without client authority.
8.3 Where we do expressly accept COMBAR basis A in accordance with these Additional Terms or some other terms pursuant to which this firm becomes liable to pay counsel, then we shall either require a litigation funder to agree to cover counsel’s fees or we shall take costs on account into our client account in respect of counsel’s fees. We shall only be liable to counsel to the extent of the amount of fees notified to us in writing adequately in advance such that funding can be arranged or costs on account taken. In the event that a funder does not pay counsel on request and in the event where we are placed in funds by our client in respect of counsel’s fees, and where our client becomes insolvent such that an insolvency practitioner lawfully requires us not to use such funds to pay counsel, then our only obligation shall be to use our reasonable endeavours to procure that the funder/insolvency practitioner (as applicable) does pay counsel.
8.4 Save with the written approval of a director of this firm, we will not accept counsel’s or the Bar’s standard terms of instruction. In the absence of any express written agreement in accordance with these with these Additional Terms, then the terms of instruction shall be COMBAR basis C. It shall be the responsibility of the barrister to arrange for the client to sign the terms and ComBar terms basis C shall apply, notwithstanding any failure by the client to sign them.
8.5 Where counsel asserts that terms apply, 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 counsel.
8.6 Where counsel seeks interest under any relevant terms of instruction, counsel shall notify us in writing within 30 days of interest starting to accrue and provide quarterly statements showing the entire sum due (including interest). Counsel shall, on request provide fee notes for the interest charged.
8.7 Where counsel’s fees are reduced on a solicitor/client costs assessment pursuant to the Solicitors Act 1974 (“Assessment”), or where Keystone, with counsel’s consent or following the mechanism at (ii) below agrees to reduce counsel’s fees in settlement of an Assessment or contemplated Assessment, then this shall operate to reduce counsel’s fees by the amount of such reduction. In the event counsel’s fees have been paid, then counsel shall reimburse Keystone in the sum of such reduction, and we shall pass that on to the client. Provided:
(i) This clause does not apply where counsel’s fees are reduced for some reason other than their unreasonableness, such as a reduction relating to Keystone’s conduct.
(ii) If Keystone wishes to reduce counsel’s fees in order to settle an actual or contemplated Assessment, it shall first explain this to counsel, who shall indicate within 14 days whether counsel consents to the reduction. If counsel does not consent, and the matter cannot be resolved by negotiation, the issue may be determined by an independent specialist costs draftsman. Keystone shall suggest two costs draftsmen from whom counsel shall pick one; the appointed costs draftsman will deal with the question of what level of counsel’s fees are likely to be adjudged reasonable at Assessment, as well as who should pay the costs draftsman’s fees. At the conclusion of this process, Keystone may reduce counsel’s fees to the extent the costs draftsman considers they would likely be reduced at Assessment on the grounds of their unreasonableness.
8.8. Where we instruct counsel on ComBar basis B, we shall be deemed to request (under clause 9.6 of ComBar terms) counsel to issue counsel’s fee note 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.
8.9. Where we instruct counsel on ComBar basis B, for the purposes of clause 9.6 of ComBar terms, the 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.
8.10. Where we instruct counsel on ComBar basis B, for the purposes of clause 9.7 of ComBar terms, we shall invoice counsel’s fees upon the later of the agreed time per any agreed payment schedule or promptly after receipt of counsel’s fee note by our accounts department in accordance with paragraph 8.9.
8.11. Where we instruct counsel on ComBar basis B, and where 12 months or more have elapsed from the date the work was done and the date of our receipt of counsel’s fee note by our accounts department in accordance with paragraph 8.9, or where the date of receipt of counsel’s fee note by our accounts department in accordance with paragraph 8.9 is 30 days or more after the date our retainer ended, then, (i) our obligation to use our endeavours (under clause 9.9 of ComBar 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 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 terms shall not apply.
9. Recruitment agents
9.1. This term only applies where you are a recruiter.
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. Compliance with law, ethics and good practice
10.1. We operate lawfully, ethically and responsibly and will only do business with others who behave lawfully, ethically and responsibly. We therefore require that you and your suppliers comply with the following and you agree that you will, on request, explain to us how you do so:
10.1.1. You will comply with all international human rights laws and regulations;
10.1.2. 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;
10.1.3. You will comply with all local equal opportunities laws and regulation and will not unlawfully discriminate;
10.1.4. You will comply with the UK General Data Protection Regulation;
10.1.5. You will not engage in any form of modern slavery or human trafficking and you will never support such practices;
10.1.6. You will comply with all local health and safety laws and regulations. You will ensure your workers can perform their work in safety;
10.1.7. 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;
10.1.8. You will comply with all local environmental laws and regulations. You will carry on your business in an environmentally responsible manner;
10.1.9. 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. Our agreement with you and these Terms together constitute the entire agreement between us.
11.2. No variation of our agreement with you 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 exercise any right or remedy provided under our agreement 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. Our agreement with you, 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 and Wales.
11.5. You and we irrevocably agree that the courts of England and 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 agreement with you or its subject matter or formation.