1. Our terms

1.1. Parties. In these terms Keystone Law (Isle of Man) Limited is referred to as “Keystone/we/our/us”. The clients of Keystone are referred to as “you/your”.

1.2. Our status. We are an Isle of Man limited liability company and part of an international network of firms trading as Keystone Law in Europe and Keypoint Law elsewhere.

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 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.

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 not incur an individual disbursement over £300 without your approval. By approving a disbursement, you become contractually 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. Unless we specifically say so, we do not cap our fees at the level of the costs on account we request.

4. Payments

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 accounts for the period they cover. We may invoice periodically and at any point. Our invoices will state the work done, any disbursements and the fees due. Disbursements-only invoices are payable on receipt, regardless of the payment terms we agree. We can only address an invoice to you, even if someone else is to pay it.

4.2. Settling invoices. You may pay us by bank transfer or cheque.

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 NatWest’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 and costs. We will charge you interest at 4% above NatWest’s base rate on all overdue amounts. We trust not, but if we ever need to incur costs in recovering unpaid amounts, you agree to pay our costs in full.

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 do so.

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 should 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. We pay interest on 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, we are not liable for any loss or damage caused to you.

5. Liability

5.1. Our liability. We are only liable for the losses we cause directly. We are not liable for your loss of profit or other indirect loss. We are not liable for matters outside our control.

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 against us related in any way with our work for you connected to this Engagement Letter. Where we work for more than one client on a matter, this £5,000,000 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. Nobody else can rely on our advice (or see a copy) for any purpose, without our written permission. We owe no duties to anyone but you.

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.

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.

6. Our legal advice

6.1. Jurisdiction. We are authorised to practise law in the Isle of Man. Our network includes firms in England and Wales, Northern Ireland and Australia (where we trade as Keypoint Law). Our network does not practise in any other jurisdiction, though we do advise on EU law. Any advice we or they may give you in relation to other jurisdictions is commercial advice only; it is not legal advice and you must not rely on it as such. If you require 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 tell the lawyers working on this matter everything they need to know in order to work for you as soon, as you realise they need to know it. 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.

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). In all cases you alone are responsible for their fees.

7.2. Reliance. We will rely on the work and advice prepared by you and your other advisers (including those you may engage through us).

7.3. 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 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.

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).

9.4. Personal data and Privacy Policy. We comply with applicable data protection laws to protect your data. These terms and our Privacy Policy explain how we use personal data. We recommend you read our Privacy Policy (see here).

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 enquiries@keystonelaw.co.uk marked for the attention of the Privacy Manager.

9.8. Use of personal data. Our core purposes for processing personal data are to operate our law firm, to provide legal services to our clients, to maintain our client and business records and to comply with law and regulation. In relation to you (or the organisation on behalf of which you instruct us) this primarily involves: providing you with legal advice or other information that you have requested from us; invoicing you for services we have undertaken for you; keeping records of the work we have carried out for you; and fulfilling our anti-money laundering obligations. These terms deal with our use of your data as part of your instructions to us. In all other respects, our use of data is set out in our Privacy Policy.

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. If we share your personal data, we will require the recipient to safeguard it. We may share your personal data 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 provide personal data to the courts, to lawyers advising other parties in your matter, or to other professionals (such as overseas law firms, patent agents, forensic accountants, experts or barristers). We will not otherwise share your personal information with any third party except where permitted by data protection law.

9.12. International transfers. We may hold copies of your personal data and other data on computers outside the 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 General Data Protection Regulation.

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 six to eight 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. We comply with the Data Protection Act 2018 and its associated regulations which apply the EU General Data Protection Regulation and the EU Law Enforcement Directive in the Isle of Man (“data protection law”). To the extent the data protection law 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 (IC) website here.

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 email us at enquiries@keystonelaw.co.uk (marking your email for the attention of the Data Manager). We would ask you to use that address as well should you have a complaint. We are supervised by the IC 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 in accordance with the rules of the Law Society of the Isle of Man (the “Law Society”). 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 Law Society.

10.3. 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.

11. Proof of identity

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). This information may be renewed every three years. We may verify your identity 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 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.

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 between five and eight years after we finish working for you on any matter. After that, if you ask us in writing, we will destroy them.

11.4. Reporting. We are professionally and legally obliged to keep your affairs confidential. However, we may be required by law to make a disclosure to the Financial Intelligence Unit where we know or suspect a transaction may involve money laundering or terrorist financing. If we are required to make a disclosure in relation to your matter, we may need to stop work and may not be able to tell you that a disclosure has been made.

12. Complaints

12.1. Independent review. If you are not happy with our service, then you should let us know. We will try to resolve your concerns. If you continue to have concerns, then our complaints policy sets out how you can take the matter further. This is on our website and also available on request. If for any reason we are unable to resolve the problem between us, then you may be able to n ask the Law Society to consider the complaint. It may prejudice your application if you delay in taking the matter to the Law Society following our final determination of your complaint.

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 section 23 of the Advocates Act 1995 by either the Chief Registrar or an assessor nominated by the Law Society. Applications to the court for assessment of our fees should be made without delay and where possible within six months and you may wish to seek independent legal advice.

13. Communications

13.1. Communicating with us. You agree to communicate with us by email. That includes getting our invoices by email. (Our complaints policy makes an exception.) We may assume emails sent from your email account(s) are from you and are received as you sent them. You must notify us without delay of any unauthorised use of your email accounts(s).

13.2. Accepting service. Unless expressly agreed in writing, we do not accept service of documents by email.

13.3. 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.

13.4. 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, whichever is the earlier. You will still have to pay for any 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.

14.2. Our rights. We may suspend or end our services at any time if we have good reason. If so, we will write to you and will explain why and from when we will no longer work for you. 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.

14.3. If we end or suspend our services, we may:
a.) invoice all our work in progress and disbursements which shall be payable immediately.
b.) suspend or end any other work for you or anyone you control.

15. Law and claims

15.1. Isle of Man Law. We comply with the laws of the Isle of Man and references to statute in these terms are to provisions in force in the Isle of Man. Our conduct is governed by the laws of the Isle of Man.

15.2. English law. Subject to the laws of the Isle of Man, 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.

15.3. English jurisdiction. Subject to the laws of the Isle of Man, the parties irrevocably agree that the courts of the Isle of Man 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).