1.1. Parties. In these terms Keystone Law Limited is referred to as “Keystone/we/our/us”. The clients of Keystone are referred to as “you/your”. This includes those authorised to provide instructions on the client’s behalf.
1.2. Our status. We are an English limited liability company and part of an international network of firms trading as Keystone Law in Europe and the Middle East and as Keypoint Law in Australia.
1.3. Professional titles. 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 or tax 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. They are not liable for the debts, liabilities or obligations, nor are they involved in the management of any entity in our international network.
1.4. Entire terms. These terms (and any conditional fee agreement) are the only terms between us. Save as explained below, they will not change unless we replace them in their entirety.
1.5. Invalidity. If any term is invalid, then it shall be deemed changed just in so far as necessary to make the term valid. Where that is not possible, then the invalid term shall be deleted. No change or deletion shall affect any other term.
2. Our charges
2.1. Fees. The way we charge for our services is set out in our Engagement Letter and may be varied by us in writing. We may offer a fixed or a capped fee. If so, we will set out the scope of work we will deliver at that price. A fixed or capped fee will be based on assumptions and conditions. Where these do not hold true, for work outside the agreed scope and for all work not subject to a fixed or a capped fee we charge for the time we spend working for you at our hourly rates. We record the time spent on your work to the nearest minute. We review all rates annually and will give you one month’s written notice of any increase. In addition, rates charged in respect of individual lawyers may increase as they increase in seniority. Where justified, we may propose an uplift to any bill. Other increases in rate agreed with you will also be binding, and be deemed part of this Engagement Letter.
2.2. Estimates. Any estimates we provide are based on conditions, assumptions and our understanding of the work we are to undertake. An estimate is not a cap and we may exceed our estimates.
2.3. Support services. Our Rate Card sets out our charges for support services. We update our Rate Card annually (see here).
2.4. Disbursements. In connection with your matter we may incur expenses in your name (“disbursements”). We will do so as your agent and you will be bound to pay the relevant third party for the relevant goods or services. That third party will bill us and we will in turn bill you at cost. We may also engage third parties in our own name as part of our service provision to you. If so, we will not charge these to you, though in some cases we will make a linked charge for our related services.
2.5. VAT. We quote prices exclusive of Value Added Tax (“VAT”). We add VAT to our invoices at the prevailing rate as applicable.
3. Costs on account
We may need to ask you for a payment on account of costs, disbursements and VAT. If so, we will send you a costs on account statement requesting payment of an appropriate sum into our client account. From time to time, we may ask for a top-up payment. At the end of our engagement, we will return any balance to you. If we ask for costs on account, we are not obliged to do any work or incur any disbursement until they are received, though we may agree to start work, pending receipt of costs on account. We may terminate our retainer if you fail to pay costs on account within a reasonable time from our request. Unless we specifically say so, we do not cap our fees at the level of the costs on account we request.
4.1. Invoices. You agree we may deliver interim statute invoices. Unless clearly stated on the face of an invoice to the contrary, all our invoices are self-contained final accounts for the period they cover. We may invoice periodically and at any point. Disbursements-only invoices are payable on receipt, regardless of the payment terms we agree. Save where expressly permitted by law, we can only address an invoice to you, even if someone else is to pay it.
4.2. Settling invoices. You can pay us by bank transfer or card payment. Card payments normally take three working days to reach our account. Our refund policy applies to all card payments (see here). We accept debit cards and credit cards. The maximum you can pay us by credit card in any 30-day period is £20,000.
4.3. Payments in. You must quote our reference number with every payment. Sending money without our reference may delay our receipt of your payment. On request, you must confirm the source of the payment and your source of wealth. We may return the funds at your cost and we may charge you for any checks required as a result of a breach of this paragraph 4.
4.4. Payments out. Money will only be paid from our client account with your instructions, except to pay our fees and disbursements or following a court order.
4.5. No liability. We are not liable for any loss whatsoever (including, but not limited to, losses arising from our returning funds and our delay in applying or sending funds) arising from any breach of this paragraph 4 or from our compliance with any applicable law governing the transfer of funds.
4.6. No cash. We do not accept or make cash payments.
4.7. Currency conversion. If you pay us in another currency (not the currency in which payment was requested), we will convert the payment at HSBC’s standard exchange rates and deduct any charges we incur in receiving such funds. You remain liable for any shortfall after conversion and deductions.
4.8. Interest on overdue amounts. We will charge you interest on all overdue amounts at the rate set out in the (English) Late Payment of Commercial Debts (Interest) Act 1998 (regardless of whether that statute applies to this agreement). We trust not, but if we ever need to incur costs in recovering unpaid amounts, you agree to pay our costs in full. If you do not respond to our credit controllers within a reasonable time, we may run a trace on you to establish your current address.
4.9. Payment from money we hold. If we hold any money for you, we may use it to settle anything you owe us, even if you tell us not to.
4.10. Retention. Until all payments due to us have been made, we may keep your property and documents. We may also keep your funds up to the amount of your unpaid bills and any work in progress plus (if the funds in client account are in a different currency from our invoice) an extra 25% of the amount owed to us in case the exchange rate moves against us.
4.11. Each client is liable. When two or more clients together engage us, each client is jointly and separately liable to pay the full amount of our fees, disbursements and VAT.
4.12. Security. Before sending us funds, you must reconfirm our bank details by telephoning the number on our website and speaking either with your primary contact or our cashiers. We will not change our bank details. If you receive any correspondence suggesting that our bank or contact details have changed or raising any concerns in this respect, you should take no action save contacting your primary contact at Keystone. We reserve the right not to make any transfers without adequate proof that the transfer is properly authorised, lawful and correct. Usually we require you to confirm your instructions both in writing and by telephone.
4.13. Interest on client account. We apply the relevant interest rate to funds held in our client account as per our client account interest policy (available on request).
4.14. Bank default. Money paid into our client account is held at our bank on trust for you. If our bank becomes insolvent or does not carry out our instructions promptly, we are not liable for any loss or damage caused to you. You may qualify for some limited protection from the Financial Services Compensation Scheme. See www.fscs.org.uk.
5.1. Our liability. We are only liable for the foreseeable losses caused directly by a breach of our obligations. We are not liable for any harm to your reputation, loss of profit or any other indirect loss. We are not liable for matters outside our control. We are not liable to the extent that any loss is due to the provision to us of false, misleading or incomplete information. We are not liable for any loss arising from our compliance with what we reasonably understand to be our statutory or professional obligations.
5.2. Liability of others. Where you or others contribute to your loss, then we will be liable only for a fair proportion of your loss, taking into account your or such other’s actions.
5.3. £5 million cap. Our total liability to you (and to any other party we have agreed in writing may rely on our advice) is limited to £5,000,000. This limit applies to all claims in relation to any single matter or any group of connected matters. Where we work for more than one client on a matter, this limit applies to our total liability to all of them. You can request an increase where you believe this is not reasonable.
5.4. No liability to anyone but you. The services we provide are only for you and to be used only in connection with the matter on which we are instructed. Nobody else can rely on our advice (or see a copy) for any purpose, without our written permission, save where permitted by law. We owe no duties to anyone but you. You may not assign all or any part of your rights and benefits in tort, under these terms or otherwise.
5.5. No one is liable except us. If a claim arises, connected to our work, you can only claim against us, not against any of the following (even if they have been negligent): our shareholders, members, partners, directors, officers, associates, employees, consultants, barristers, solicitors, assistants, agents or other legal professionals (“staff”) or any of the same at a firm in our network. If anyone signs a document in his own name, that does not mean the signatory accepts any personal legal liability. Each person mentioned in this paragraph can enforce it under the Contracts (Rights of Third Parties) Act 1999. To the extent that a competent court allows you (and any other party that we have agreed in writing may rely on our advice) to make a claim against our staff, and to the extent that you do, then the maximum liability of this firm and our staff combined pursuant to clause 5.3 shall reduce to the lowest legally permissible limit of liability.
5.6. Earlier statements. We make this agreement on the basis that you have not relied on any statement or promise from us or from any of our staff. If that is wrong, please write to us straightaway to say so.
5.7. Liability that cannot be limited. Nothing in these terms limits any liability that cannot legally be limited, such as (without limitation) for fraud on our part, or for death or personal injury caused by negligence.
5.8. Contribution. Our liability to you will be limited to that proportion of any loss or damage you may suffer as is just and equitable, having regard to the extent of your own responsibility for the loss and damage and that of any other person who may also be liable to you in respect of it.
5.9. Inability to enforce against others. In connection with any claim you may have against others, no account is to be taken of any inability on your part to make such a claim or to enforce any remedy, nor is any account to be taken of the means of that person, any time bar, any exclusion of or any limitation of liability by that person.
5.10. Claims by others. You shall indemnify us against all loss, costs and expenses we incur as a result of acting properly for you.
6. Our legal advice
6.1. Jurisdiction. We will only advise you as to the application of the laws of England, and to the extent it applies, EU law. Our network includes firms the Isle of Man, the Middle East and Australia (in Australia trade as Keypoint Law). Each network form practises only its local law network and does not practise in any other jurisdiction. Any advice we or they may give you in relation to other jurisdictions is generic advice only applying English law and common legal principles; it is not legal advice and you must not rely on it as such. If you require local legal advice, you must tell us in writing. We will then introduce you to a law firm authorised in the relevant jurisdiction.
6.2. Relevant information. You must ensure you, and anyone else you instruct on this matter to work with you, tell the lawyers working on this matter everything they need to know in order to work for you without delay. This includes anything you have told us in the past if we worked for you before. You must always be truthful and open with us.
6.3. Changes in law and your situation. We will advise you according to your situation as you explain it to us and the law in force when we give our advice. We will not update our advice once we have delivered it to you unless you ask us to do so in writing. If you believe your situation may change after we give our advice, you should tell us how in writing and ask us to factor this in to our advice. Changes in the law and to your situation can be especially relevant to any tax you may be required to pay.
6.4. Change in scope. If we agree to change the scope of our service, then we will record that in writing with you. If so, the revised scope will become part of our entire agreement.
6.5. Purpose of our advice. You shall only instruct us for proper lawful purposes.
7. Work done by others
7.1. Engaging others. Where we believe it is in your interests, we may introduce you to third parties to work for you. We make no recommendation and the decision to engage them is yours alone. If you wish to engage them, you would usually do so directly. Where appropriate, we may act as your agent and, if so, they will appear as a disbursement on your bill (see paragraph 2.4).
7.2. 7.2. If you need the services of a barrister, we will engage them on your behalf. We may do so in such a way that creates a direct contract between you and them under basis C of the Commercial Bar Barrister’s Terms (see https://www.combar.com/about-us/contractual-terms) and you expressly authorise us to bind you to such a contract, or we may engage them where the contract is between us and them. In all cases, you are responsible for the fees of all such third parties.
7.3. Reliance. We will rely on the work and advice prepared by you and your other advisers (including those you may engage through us).
7.4. Responsibility. We are not responsible for any action, omission, error or deficiency of anyone you engage whether directly or through us.
8. Recruiting our staff
8.1. Introduction fee. You must pay us an introduction fee if, from now until 12 months after this agreement ends, you contract (directly or indirectly) with any member of staff in any network firm, other than through us or that network firm, without our written consent.
8.2. Calculating the fee. The introduction fee for a staff member is 25% of everything you pay or agree to pay (directly or indirectly) in connection with the services that person delivers for you in the 12 months starting the day that person starts providing those services.
8.3. Existing clients. We will waive the fee at the request of the staff member if he or she introduced you to us in the first place.
9. Use of information
9.1. Source of information. We may receive information about you and other individuals directly from you, from a third party connected with you and from a third party connected with us.
9.2. Confidential information. We safeguard all the confidential information you disclose to us. We may share your information within our network. We may also share your information with our insurers, our bankers, our regulators, our professional advisors, our auditors, our staff and the staff of our network firms. In order to provide you (or your organisation) with our services, we may share your personal data with the courts, with lawyers advising other parties in your matter, or with other professionals (such as overseas law firms, patent agents, forensic accountants, experts or barristers). We will also share your information with others where you allow it, where required by law or regulation, as part of a file audit, where required by our insurers or where we think it allows us to give you a better service. We will not otherwise share your personal information with any third party except where permitted by data protection law.
9.3. Multiple clients. When two or more clients together engage us, each client authorises the sharing with the other(s) of any information it provides. If one or more clients terminate our retainer, we may still use all the information provided to us during the retainer for the benefit of the remaining client(s).
9.5. If you are a data controller or data processor. If you are a data controller or data processor for others, and you provide to us personal data relating to others, then you confirm to us that you have a lawful basis for doing so under data protection law and where that basis is consent, then you confirm you have secured the consent of the data subject to our using their data as part of our acting for you.
9.6. Special category data. During the course of providing our services to you, we may need to use special category data. Your acceptance of these terms is your explicit consent to our processing any special category personal data as part of your instructions to us. Special category data is personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person’s sex life or sexual orientation.
9.7. Data controller. When we use personal data about you or others in connection with providing our services to you, we do so as data controller. Our contact details are set out on page 1 of our Engagement Letter and communications relating to data protection should be addressed to firstname.lastname@example.org or to our postal address, marked for the attention of the Privacy Manager.
9.9. Lawful basis of processing. Before accepting your instructions, we may need to carry out certain checks (e.g. anti-money laundering and conflict checks). If so, we process your personal data to comply with our legal obligations. When we are providing our advice to you, we process your personal data to provide legal services to you and to comply with our contractual obligation to provide such services. We will also process personal data where it is in our legitimate interests to do so (for example, as part of the administration of our business and keeping our systems secure).
9.10. Categories of personal data obtained. The core categories of personal data which we use to provide our legal services to you are: name, email address and other contact details; correspondence with us; bank account details and/or other billing details; and copies of your passport, driving licence, birth certificate, national identity card, utility bills and/or other identifying information required to be provided to us for anti-money laundering purposes.
9.11. Sharing your personal data. Your personal data may be included in the information we share with others as set out in paragraph 9.2. We require the recipient to safeguard it. Typically, any recipient would then become the data controller of the shared data and owe you duties as such. We are not responsible for any use, misuse or loss of your data by third parties with whom we share your data. If you want us to conduct an assessment of that third party’s systems before sending them your data, please let us know.
9.12. International transfers. We may hold copies of your personal data and other data on computers outside the UK and/or European Economic Area (EEA). Sometimes we will share personal data with third parties outside the EEA. If we do this, we will comply with the rules in the UK General Data Protection Regulation. You may transfer personal data to us from the EEA. Where the EU GDPR adequacy decision for the UK does not cover the personal data transferred, any such transfer shall be governed by the Standard Contractual Clauses. Your acceptance of our terms (as data exporter) will be deemed as your acceptance and execution of the EU GDPR Standard Contractual Clauses signed by us, as data importer, and available here. On request we will execute a standalone copy of the EU GDPR Standard Contractual Clauses with you.
9.13. Data retention. We store some files digitally and others in hard copy. In each case we may use third parties to store your files. We keep files for fifteen to twenty-one years, or longer if required by law. This is explained in more detail in Information Retention Policy. You can request a copy of this any time.
9.14. Destruction and retrieval. We will destroy your files at the end of their storage period, or earlier with your and our consent. Please write and tell us if you object to this. We will charge you if you want us to retrieve your files after we have completed our work.
9.15. Your rights. If the UK General Data Protection Regulation applies to you, you have the following rights: the right to be informed; the right of access; the right to rectification; the right to erasure; the right to restrict processing; the right to data portability; the right to object; and certain rights in relation to automated decision making and profiling. Where our lawful basis for processing your personal data is consent, you have the right to withdraw consent. You can find out more about your rights on the Information Commissioner’s Office (ICO) website at www.ico.org.uk.
9.16. Supervision (personal data). If you have any questions or concerns, or if you want to exercise your legal rights regarding your data, then you should write to us at email@example.com or our postal address, marked for the attention of the Privacy Manager. We would ask you to use that address as well should you have a complaint. We are supervised by the ICO and if you prefer, you can make a complaint to them at any time.
9.17. Failure to provide personal data. We may find it hard to advise you if you do not provide us with information we request (which may include personal data).
10. Insurance and regulation
10.1. Insurance. We maintain professional indemnity insurance with an insurer approved by the Solicitors Regulation Authority. Please ask if you would like a summary of this insurance.
10.2. Legal services. We are a law firm authorised and regulated by the Solicitors Regulation Authority, whose rules are here.
10.3. Supervision (other matters). 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. (In relation to supervision for our processing of personal data, see clause 9. above.)
10.4. Investment services. We may sometimes undertake investment-related activities on your behalf in the United Kingdom and elsewhere which are regulated under the UK Financial Services and Markets Act 2000. When we do so, we are not authorised by the Financial Conduct Authority under this act. Instead, we are authorised and regulated by the Solicitors Regulation Authority as an “exempt professional firm” and accordingly, we can provide a limited range of investment services if any of the following is true:
a.) they are an incidental part of the professional services we have been engaged to provide
b.) they can reasonably be regarded as a necessary part of our professional services
c.) we are otherwise permitted to provide them under that Act.
10.5. Insurance distribution services. We are not authorised by the Financial Conduct Authority, although we are included on its register to carry on insurance distribution activity. This activity is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website here.
10.6. No investment advice. We do not give advice on the merits of investment transactions or act as a broker or an arranger of investment transactions. No communication from this firm should be interpreted as an invitation or inducement to engage in any investment transaction or other investment activity. We are not entitled to communicate invitations or inducements to engage in investment activity on your behalf.
10.7. Undertakings. By engaging us to work for you, you irrevocably authorise us to:
a.) give any undertaking that is a normal part of our work for you, and to
b.) take the necessary action to fulfil our undertaking.
If a proposed undertaking is particularly important or not a normal part of our work, then we may refuse to give it until you give us express written authority in our usual format.
10.8. Investigations. If as a result of properly acting for you, we are required to respond to a notice or order from law enforcement, we may charge you for that work at £325 per hour. You shall also be responsible for any connected reasonable expenses we incur. We shall inform you of this if and when permitted.
10.9. Reporting. You will promptly report to us if you think we, or any of our colleagues may have acted improperly or breached any law or professional rule.
11. Proof of identity and sanctions
11.1. Proof of your identity. Before we can start work, we must have documentary proof of your identity and, where relevant, that of your beneficial owner(s). We may also ask you to explain to us the source of your funds and wealth. This information may be renewed every two years. We may verify your identity (or that of your beneficial owners) by:
a.) searching a third-party database. This may leave a footprint on your credit file, but it will not affect your credit rating.
b.) asking you for original documents or for copies certified by another solicitor or by a regulated professional.
You agree to provide the documents we request, and to our holding the same on our matter files as well as in our anti-money laundering records and you agree that we may carry out electronic checks on you. We will not usually charge you for undertaking identity checks, but we may if the checks are significantly more time-consuming than we would normally expect. Unless you instruct us otherwise, we shall only use the documents you supply to prevent money laundering and terrorist financing.
11.2. Proof of others’ identity. We will rely on you to check that others involved in a transaction are who they claim to be. Or, if you ask us in writing, we will be happy to check this for you.
11.3. Storing identity documents. We will keep copies of all documents provided to us as proof of identity for five years after we finish working for you on any matter. After that, we will destroy them.
11.4. Reporting. We are professionally and legally obliged to keep your affairs confidential. However, where permitted, we may make disclosures to applicable regulators, tax authorities and law enforcement. If we are required to make such a disclosure, we may need to stop work and may not be able to tell you that a disclosure has been made.
11.5. Sanctions. You must tell us if you are directly or indirectly affected by sanctions and further if the matter on which we are advising may be caught by sanctions. If you require advice on sanctions, then you must ask us for this in writing. Our acceptance of you as a client and of working on your matter is not advice that you and your matter are not covered by sanctions and you must not rely on it as such. Where you ask us to conduct sanctions checks, we will charge £325 per hour for doing so. Where we believe sanctions may apply to your matter, we may require you to instruct us to advise on sanctions as a condition of our advising you.
12.1. Ombudsman. If you are not satisfied with our handling of a complaint, then, subject to eligibility, you can ask the Legal Ombudsman to consider the complaint (see here). 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 and within six years of the relevant act or omission.
12.2. Fees. If you are unhappy about our fees at any point, then, in addition to the remedies set out in our Complaints Policy, you may apply to court for an assessment of an invoice under the Solicitors Act 1974. However, if you apply to court for an assessment, the Legal Ombudsman may not consider a complaint about the invoice. There are strict time limits that apply to court assessments and you may wish to seek independent legal advice.
13.1. Communicating with us. If you email us, then you agree to communicate with us by email. By emailing us, you provide us with your email address/es and your authority to deliver our bills to any such email address/es. Please contact us at firstname.lastname@example.org if you also wish to receive additional copies of any bills by post. You must notify us without delay of any unauthorised use of your email account(s). We deal with complaints by post, however. If you have a complaint, then you should set out your concerns in a letter.
13.2. File sharing. We can provide secure methods of file sharing. We are not responsible for any other method of file sharing we use at your request and you accept it may not be secure.
13.3. Accepting service. Unless expressly agreed in writing, we do not accept service of documents by email.
13.4. Authority. It is your responsibility to tell us any limits on the authority of those who tell us what to do for you. We may accept instructions from anyone we reasonably believe you have authorised.
13.5. Irrevocable instructions. Where you provide an irrevocable instruction, then we may rely on it even after the end of our retainer or if you purport to revoke it.
14. Termination and suspension
14.1. Your rights. You may end this agreement at any time by writing to us. Termination takes effect one clear working day after we receive your notice or on our written acceptance of your notice. You will still have to pay for all work done before we receive your notice of termination. Where we were engaged under a fixed fee, we will invoice the entire fee. If that would be unprofessional, then we will invoice on the basis of time incurred and this shall override any other provision we agree.
14.2. Our rights. We may suspend or end our services at any time if we have good reason. If so, we will let you know and will do so in writing on request. Examples of a good reason to end our services would be if:
a.) you have not done as agreed in this letter and terms.
b.) you have not paid an invoice when due.
c.) you have not provided costs on account when requested.
d.) you have not provided adequate instructions.
e.) you and we no longer have trust and confidence in each other.
f.) our work for you conflicts with our regulatory duties.
g.) We reasonably believe our providing services may not be in compliance with the letter or spirit of UK sanctions laws from time to time in force.
14.3. If we end or suspend our services, we may:
a.) invoice all our work in progress and disbursements which you shall then pay immediately.
b.) suspend or end any other work for you or anyone you control.
14.4. Effect of termination. If we or you terminate this agreement, then after termination you will not be able to instruct us to act for you in any way and we will not do any further work for you, other than work linked to ceasing to act for you, and then only at our option. For example, we may apply to the court to come off the record and we may hand over your matter to you or your new advisers. We will charge for these services. These terms will survive termination. If you require further assistance, we can discuss setting up a new retainer.
14.5. End of retainer. Unless otherwise terminated, our engagement and our duty of care to you will end on the earliest of: (1) our completion of the scope of work set out in our Engagement Letter, (2) our confirmation to you that the engagement is at an end, or (3) delivery of our final bill to you. The exception to this is where we are clearly actively engaged in your matter after its completion. In such case, our engagement and our duty of care to you will end once we are no longer clearly and actively engaged in your matter.
15. Law and claims
15.1. English law. English and Welsh law governs this and all future agreements and any dispute or claim arising out of it or in connection with them. Any dispute or claim (including non-contractual disputes or claims) regarding their subject matter or formation shall also be governed by and construed in accordance with the laws of England and Wales.
15.2. English jurisdiction. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this and all future agreements or their subject matter or formation (including non-contractual disputes or claims). Notwithstanding this, not every jurisdiction recognises English law and judgments, so we reserve the right to bring proceedings in any court of competent jurisdiction and/or to revert to arbitration.