Terms of Engagement
1. PROVISION OF OUR SERVICES
1.1. Our Services The purpose of this document is to record the terms on which we, Keystone Law Middle East LLP, will supply legal services to you; these terms of business apply to all matters on which we act for you, unless otherwise agreed. This document will usually be supplemented by one or more letters of engagement setting out terms specific to the engagement, such as the scope, our fees, and the Keystone Law entity or office engaged to provide the advice.
1.2. Our client is only ever the party or parties named in an engagement letter, unless otherwise agreed in writing.
1.3. Keystone Law is regulated by the ADGM Registration Authority. These terms of business apply to services we provide to you unless otherwise agreed. Some provisions, for example those that refer to statutes, may not be applicable to all of our services.
2. YOUR LEGAL TEAM AND YOUR DUTIES
2.1 The Team We will appoint a Client Relationship Lawyer with overall responsibility for the quality of our service. A Lead Lawyer will have responsibility for the supervision of each matter, and you will be notified of the Lead Lawyer for each matter. We shall also tell you the names of any other lawyers who will be principally involved in the day-to-day conduct of each matter. We may, from time to time, involve other lawyers of appropriate skill and experience to assist. The Lead Lawyer will agree with you as to the timing and content of progress reports, where they are appropriate.
2.2 Your Duties We ask you to ensure that all information provided to us is, to the best of your knowledge, complete, accurate and up to date, and supplied as quickly as possible. You must safeguard documents which are likely to be relevant to a matter. You agree to give us reasonable, clear and prompt instructions.
3.1 Our Fees Keystone Law’s fees will be calculated on the basis specified in any engagement letter or as otherwise agreed with you. Normally, fees will be on a ‘time spent’ basis, calculated at the appropriate hourly rates of each of those involved, with time recorded usually in units of six minutes. Hourly rates are generally reviewed each year with effect from 1 January, and may also be altered to take account of increased seniority and experience of team members. If we provide you with an estimate, this is for planning purposes and is not contractually binding.
3.2 Fixed Fees If a fixed fee is agreed with you, we shall state the scope of our work and other relevant terms on which the fixed fee is based. If these terms are not met, Keystone Law will be entitled to adjust the fee to reflect the change of circumstance.
3.3 Disbursements and Costs we incur on your behalf, such as counsel and other law firm fees, travel costs, court fees, stamp duty land tax, and any similar taxes, will be charged to you in addition to our fees. These are referred to in our bills as disbursements. We also charge additional costs incurred by us in providing our services, such as in-house copying and printing, research databases charges, and telephone calls. These additional costs may include an element of profit. Please let us know if you would like further information as to the rates we charge for such items. Where third-party advisers, such as other law firms, counsel or experts, are engaged by us, they will be engaged by us either acting as your agent, or for your benefit, and you will be responsible for their fees in addition to our own, either directly or to us. Normally, we will ask you to pay us money on account before we instruct a third party for you.
3.4 Payments on Account We may ask you to pay money on account of third-party costs, and our fees, at the start of a matter or during the course of a matter. Money paid on account will be credited to you on delivery of the final bill but we may, at our discretion, use such funds to settle our interim bills and the bills of third parties engaged by us for you, and if we do, you normally will be asked to make a further payment on account. Where you pay us money on account for a specific purpose (such as to pay a third party), once the specific purpose no longer applies, we are entitled to hold any remaining funds generally on account of our fees and other costs, and we may use such funds to settle any of our bills. We are obliged to transfer funds held in our Client Account on account of costs to our Office Account within 14 days of raising our bill, where those funds are earmarked for payment of that bill.
3.5 Client Account and Interest If you are asked by us to pay money on account or if you require us to hold money to facilitate our legal services, the money you pay to us will be held in a pooled Client Account with a financial institution chosen by us, unless we have agreed to hold such funds in a separate designated account. Please let us know when you provide us with money on account if you wish us to hold your money in a separate designated account at a bank of your choosing, rather than as set out above (we may need to charge your account administration fees).
3.6 Banking Regardless of whether money we hold for you is held in a pooled Client Account or a separate designated account or otherwise we will have no responsibility to you or to any other person for the credit failure or other acts or omissions of any banking institution with which we deposit monies on your behalf, nor of any banking institution involved in the transfer of such monies, nor for any failure or any disruption to any payment or electronic systems used for any such monies to be transferred. In the event of the failure of a bank holding your funds placed by us, you may be eligible for compensation under government compensation schemes if you meet the conditions of any such scheme. We will never tell you of changes to our bank account details by phone or email only. Please inform us if you receive any communication purporting to be from us stating we have changed our bank account details or payment arrangements.
3.7 Tax All fees are subject to Value Added Tax (VAT) (if applicable) or similar taxes, which is payable by you. Third-party costs may also attract VAT or similar taxes. Our invoices are to be paid free of any withholding or deduction in respect of taxes or duties. If you are required by law to withhold or deduct tax, the amount of each invoice is to be treated as increased to the extent necessary so that, after any withholding or deduction, we receive and retain a net sum equal to the amount of our invoice.
3.8 Billing Keystone Law normally submits monthly bills based on the time spent since the matter began or since the last bill. Time, expenses and disbursements omitted from a bill may be included in a future bill.
3.9 Payment and Source of Funds We do not accept cash payments to settle our invoices or to pay us money on account. All payments to us must be made by bank transfer, unless we specifically agree otherwise. We may need to raise enquiries as to the source of your funds and that of any other party involved in a matter, and we may seek identification evidence from any party to which you ask us to make payments or where you ask us to accept payments from them on your behalf. We may need to hold funds provided by you or on your behalf pending consent from appropriate authorities. You must bear all costs of transmitting payments in respect of our bills to us, which should therefore be made gross of all bank or agent’s charges. Our invoices are payable in the currency in which they are submitted. Keystone Law only bills for work after it has been done, other than fixed fees which are payable in advance, and when costs have been incurred on your behalf; therefore Keystone Law’s bills (whether interim or final) are payable on receipt by you. If payment of a bill is not made within 30 days of delivery to you or if a request for a payment on account is not met within any time period specified by us:
• Keystone Law may suspend services on any or all matters or terminate any or all engagements in accordance with paragraph 4.2;
• Keystone Law may also charge you interest on any amount not paid after 30 days at a rate of 3% per annum above the base rate of FAB
from time to time or, if that base rate is discontinued, a similar rate reasonably selected by us.
3.10 Liability for Payment You may agree with a third party that it will pay the fees and costs incurred on a matter. In the event that such other party does not pay within the time period specified, you will be required to pay the outstanding fees and costs. All our bills will be addressed to you. If you instruct Keystone Law together with others, Keystone Law will be entitled to seek payment in full for the total amount of fees, expenses and other costs from you alone.
3.11 Audit Responses You may ask us to provide information for the purpose of your annual audit. If our response takes us significant time, we may charge you for our time spent, at our standard hourly rates.
4.1 By You You may ask us to cease to act at any time. We ask you to notify the Lead Lawyer.
4.2 By Us We shall only stop working for you where we consider we have good reason, such as:
• if you do not pay a bill within a reasonable time or meet a request for a payment on account; or
• we have good cause to cease acting such as you fail to comply with your duties or our continuing to act would be unethical, or put us in breach of a legal or regulatory duty.
4.3 We shall give you reasonable notice that we are to stop representing you, but there may be circumstances in which we must cease acting but are unable to give you reasons or notice.
4.4 Effect of Termination and Ceasing to Act On termination you must still pay Keystone Law’s fees, disbursements and other costs up to the date when we stop working for you even if the matter is not yet complete or the agreed time for payment has not been reached. Until we have been fully paid, on completion of a matter or termination, even if any time period for payment has not yet expired, we shall be entitled to exercise a lien over (meaning we can retain) money, papers, deeds, books and information (including information stored electronically) of yours, whether or not relating to the matter on which we were representing you. Termination may have effect in relation to one matter or to all matters on which we are then working for you. You will cease to be a client when our work on a matter is complete or following termination, but we may continue from time to time to inform you about developments in the law which may be of interest, and invite you to seminars or other events.
5. REPRESENTING OTHER CLIENTS AND CONFIDENTIALITY
5.1 Acting for Other Clients You acknowledge, and where required by applicable rules of ethics you agree (and in doing so you acknowledge that you have provided us with an effective conflict waiver of future conflicts), we are permitted to represent other persons or entities whose interests are, or may become, adverse (in litigation, transactions or otherwise) to you, or any of your affiliates, in matters that are not substantially related to matters on which we are instructed by you, unless otherwise agreed in writing. You further agree that we may act for parties that we act against for you (be that in transactions or litigation) so long as we protect your confidential information and, where required by applicable ethical rules, obtain that other client’s agreement not to object to our continued representation of you. If we ask for your agreement for us to act in any given situation, you agree we are not waiving our reliance on this paragraph for future matters.
5.2 Clients with Competing Interests Some of our current or future clients are likely to operate in the same industry or sector as you, and may have interests which are adverse to you. You accept that we may act for such other clients. Where you request us to act for you on a matter where you are one of a number of parties competing for the same asset (for example, in a tender or corporate auction or in an insolvency situation), you agree that we may act for other parties on the same matter provided we comply with applicable ethical rules.
5.3 Confidential Information You agree that we may share your confidential information within Keystone Law unless regulation or law require otherwise; any Keystone Law entity which accesses your confidential information will owe you a duty of confidentiality. Other than disclosure within Keystone Law, as provided in these terms, with your consent, or as required by law or regulation, we shall keep all information obtained from you and which is not in the public domain, confidential. We owe similar duties to other clients and former clients. You accept that we are under no obligation to disclose to you or use for your benefit confidential information we have or may obtain from acting for any other client. You agree that you will not seek to prevent us from acting for any other client on the grounds that we hold your confidential information, so long as we have appropriate safeguards for your information. If you provide us with sensitive commercial information, such as inside or price-sensitive information, which must be handled in accordance with specific regulatory requirements, you must notify us.
5.4 Third Party Service Providers We use third party service providers to help us with aspects of our services which include legal drafting, document review, data hosting, processing or storage (including ‘cloud’ service providers). We shall ensure all such providers operate under service agreements that are consistent with our legal and professional obligations, including in relation to confidentiality, privacy and data protection. If you instruct us to use a third party chosen by you for any aspect of a matter, we are not responsible for the security of data provided to that party or the service.
5.5 Publicity We may wish to mention in our marketing materials that we have acted for you and include information about the work undertaken for you if that information is already in the public domain. We may include details of the work we have undertaken for you in proposals or presentations to existing or prospective clients or other parties, but will do so on a confidential basis.
5.6 Insurance, Audit and Disclosure We have professional indemnity insurance providing cover for claims against us. Details of this insurance, including contact details and the territorial coverage of the insurance, are on our website or can be provided on request. Our insurance requires us to notify insurers of claims and of circumstances which might lead to a claim and you accept we may be required to disclose your confidential information to insurers and advisors appointed by us. External organisations appointed by us or with authority over us may conduct audit or quality checks on our practice from time to time, which may include your matter. We will require that insurers, advisors or external organisations maintain confidentiality in relation to any files and papers which are disclosed.
6. COMPLIANCE AND REGULATION
6.2 Document Retention On your request, we will provide you with the records relating to a matter (after we have been fully paid). We do not undertake to retain your records for any particular period of time, but you understand that we may retain such for our own purposes (in any format). You agree that we may hold records containing personal data, usually that obtained to meet the requirements identified at paragraph 6.5, for a period of 16 years, or longer if required for legal reasons. We may destroy records of any type, without further notice to you, unless you have specifically asked us to retain them. If you would like us to keep documents for you following completion of a matter, please contact us to make arrangements. We may charge a reasonable amount to cover our costs. If you ask us to retrieve, for your purposes, records we hold concerning your matter, we may charge you for our time spent in retrieval and review.
6.3 Ownership You are free to use, and copy for your use only, all documentation created in the course of any matter, but all copyright and other intellectual property rights in all materials created by Keystone Law or on our behalf will vest in and be retained by Keystone Law. Advice and documentation in relation to any matter on which we have advised you may be shared within Keystone Law for knowhow purposes, but this will not affect our duty of confidentiality to you.
6.5 Identification and Reporting To meet our legal obligations and to avoid risks associated with financial crime, we are required to obtain evidence of your identity and sometimes that of others, such as owners or your counterparties. We use online databases, and may ask you for documents and details, for the purposes of obtaining identification and ownership evidence. We retain this information and related documents as set out in paragraph 6.2, and we may be asked to provide it to others to comply with our legal and regulatory obligations. Information we obtain for these purposes may be shared with other Keystone Law entities for the same purposes. We may not be able to act for you, or may have to cease acting, if satisfactory identification evidence is not provided within a reasonable time period. We are required to make reports to law enforcement agencies and regulators if we have concerns, and we may not be able to discuss such reports with you. We will not be liable to you for any loss or damage which you incur as a result of our making a report which may include delay in our acting on your instructions (such as paying funds held on your behalf to other parties).
6.6 Financial Services Keystone Law does not conduct activities which require it to be authorised by an authority which regulates financial services. We are retained only to provide legal advice. Nothing we say or do should be construed as an invitation or inducement to engage in investment activities, or as advice on the investment merits of acquiring or disposing of particular investments.
7. LIMITATIONS ON OUR LIABILITY
7.1 Terms and Parties Keystone Law Middle East LLP is a limited liability partnership registered ADGM Abu Dhabi UAE (registered number 000004077). Any reference in these terms of business or any other Keystone Law document, or any oral reference, to a person who is a partner, is a reference to a member of Keystone Law, or a partner or director of an associated entity, or an employee of any of them of equivalent standing. References in this paragraph 7 to a Keystone Law Person is a reference to a partner, consultant, or an employee or an associate of Keystone Law Middle East LLP or a partner, director, consultant, employee or associate of the Keystone Law associated entity named in any engagement letter. References to Keystone Law in this paragraph 7 shall be read as references to Keystone Law Middle East LLP (registered number 000004077) or the entity named in any engagement letter.
7.2 Liability Keystone Law is fully responsible for the legal services provided to you by it and by any Keystone Law Person, unless your engagement letter states otherwise. You agree that a Keystone Law Person will not have any personal legal liability for the services carried on by Keystone Law. You agree that any claim brought in respect of a matter on which Keystone Law is instructed or involved will be made against the Keystone Law entity you instruct, and you will not make a claim against any Keystone Law Person or any other Keystone Law entity or connected person. If, notwithstanding this clause, you make a claim against any Keystone Law Person or any other Keystone Law entity or connected person, or they otherwise incur liability to you in connection with the services provided to you, you agree that the exclusions and limitations of liability set out in this paragraph 7 (or as otherwise agreed in writing with you) shall be directly enforceable by any Keystone Law Person, and any and all Keystone Law entities and connected persons, in the event of any such claim or liability, and that the liability of a Keystone Law Person or any and all Keystone Law entities or connected persons shall be limited to the fullest extent permitted by law.
7.3 Limitation of Liability The aggregate liability of Keystone Law (and any Keystone Law Person or other Keystone Law entities or connected persons) in respect of all causes of action arising in connection with the services provided by Keystone Law will not exceed AED 5 million or, if there is a figure noted in any engagement letter or other communication provided by us, that figure shall apply. In this paragraph 7, Keystone Law is not seeking to limit or exclude its liability (or that of any Keystone Law Person or other Keystone Law entities or connected persons) if such exclusion or limitation is not permitted by applicable law (such as laws precluding exclusions for personal injury or death or fraud) or rules of professional conduct which do not permit limitations or exclusions of liability between lawyer and client, to the extent only that such are applicable to the services provided to you. Where you and others instruct us, the limit of liability will be allocated between you and these other clients.
7.4 Third Parties and Reliance Unless otherwise agreed in writing, our advice and any documents we prepare are for use only in connection with the specific matter on which we are instructed, can only be relied on by you and reflect the law in force at the relevant time. We accept no liability to any third party, unless we specifically agree otherwise in writing. If we do so agree, the limits on our liability as set out in this paragraph 7 will apply (or in any related engagement letter), and the limit set out at paragraph 7.3 (or in any related communication), will be apportioned between you and the third party. For the purposes of the Contracts (Rights of Third Parties) Act 1999, nothing in these terms of business (or any related communication) shall confer or purport to confer any benefit or the right to enforce any term on a third party (other than a Keystone Law Person, Keystone Law entity or any connected person), unless we have agreed in writing as referred to above.
7.5 Contribution to Loss and Sharing Limit Without prejudice to paragraphs 7.2 and 7.3, where Keystone Law shares responsibility with others on a matter, Keystone Law’s liability 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 Keystone Law’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 or are uninsured. We accept no liability for the advice or services provided by third parties, even if we have engaged any of them on your behalf.
7.6 Exceptional Circumstances We shall not be liable for any failure to fulfil our obligations caused by circumstances outside of our reasonable control.
8. QUALITY OF SERVICE AND CONCERNS
8.1 Your Concerns We value your instructions and aim to meet or exceed your expectations of service and quality of work. If you have any concerns about any aspect of our service (including the level of our fees), please raise the issue immediately with your Client Relationship Lawyer. If the Client Relationship Lawyer does not resolve the matter to your satisfaction or, if you would prefer not to discuss the matter with the Client Relationship Lawyer, we refer you to our website for contact details of those appointed to deal with client concerns. We have a complaints handling procedure, which is available on your request.
9. GOVERNING LAW AND DISPUTES
9.1 Applicable Law These terms of business, and your relationship with us, and any dispute or claim arising out of or in connection with these terms of business and our relationship with you (including non-contractual disputes or claims), will be governed by and interpreted in accordance with the rules and regulations of ADGM.
9.2 Disputes Subject to paragraphs 8.2 and 9.3, any dispute arising out of or in connection with our legal services (whether contractual or non-contractual) shall be referred to and finally resolved by arbitration under the ADGM Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat of the arbitration shall be ADGM, unless stated otherwise in any engagement letter.
9.3 Fees You agree that we may proceed against you for unpaid fees in accordance with the procedure in paragraph 9.2, or in the courts of any jurisdiction in which you or your assets are located.
9.4 Third Parties This paragraph 9 shall be binding upon any party who intends to claim against us in relation to our legal services.
10. AMENDMENTS, SEVERABILITY AND ASSIGNMENT
10.1 Amendments Amendments to these terms of business may be made with your consent and in writing signed by one of our partners. We may amend these terms from time to time on notice to you; the amended terms will apply to matters commenced after such notice.
10.2 Severability If any one of these terms (or any term of an engagement letter) is or becomes illegal, invalid or unenforceable, that shall not affect the validity or enforceability of any other terms of this document or any engagement letter.
10.3 Assignment Our obligations may be performed in whole or in part by any Keystone Law entity; subject to that, neither we nor you may transfer or assign any right or obligation under these terms of business or any engagement letter, without the other’s prior written consent.