Terms of Business
References to “we”, “us” and “our” shall be references to ARMA Litigation Limited, a limited liability company with company number 13083355and whose registered office is at 84 Albion Street, Leeds, West Yorkshire, LS1 6AD.
We are regulated by the Solicitors Regulation Authority (SRA number 812983) and a list of our members is available for inspection at this address, together with a list of those non-members who are designated as partners.
The word ‘Partner’ is used to refer to a Director of ARMA Litigation Limited, or an employee or consultant who is a lawyer with equivalent standing and qualification.
References to “you” and “your” shall be references to you, the client addressed in any engagement letter, the individual, or the parent company, sister company and any subsidiary companies in the company group, or the entity referred to in any communication we send to you.
ARMA Litigation Limited is registered for VAT with VAT registration number 394 9041 66
We would like to draw your attention to the following very important features of our engagement:
(a) Condition 9 – your obligation to provide us with identification for money laundering purposes. This includes a copy of yourpassport, driver’s license and a utility bill or in the case of companies, identification of its directors and beneficial owners. Equally wemay ask for particulars of trade and income;
(b) Condition 11 – the limitation of our liability to you to the sum of £3,000,000 (three million pounds).
Please demonstrate your agreement and understanding of these Terms by signing and returning a copy of them to us. We encourage you to sign and return the Terms electronically, but you can also sign them by hand and posy them back to us.
If you do not sign or return these Terms but nevertheless instruct us to undertake work, you are deemed to have accepted these Terms.
1.1. These Terms shall be read in conjunction with each engagement letter or communication that we send to you, either in writing or by email.
1.2. Each engagement letter or communication will set out the key information relating to your matter and the work we will do for you (“work”).It will address the scope of the work, who is going to carry it out and an estimate of what we believe the fees will be for us to completethe work or carry out the next steps that have been agreed
1.3. In the event of any inconsistency or conflict between these documents, the provisions of the engagement letter shall prevail
1.4. Where we are engaged by one or more parties, it is agreed that we may accept instructions from any one of such parties without reference to the
1.5. Unless otherwise agreed in writing and subject to the application of our then current hourly rates, these Terms shall apply to any futurework we undertake for you.
2. Conflicts of interest
2.1. We must ensure that we have no conflict of interest in acting for If we identify an actual or potential conflict of interest either at the start or during the continuation of your work, we will not be permitted to continue to act for you.
2.2. We take conflict issues seriously. We have procedures in place to ensure that appropriate conflict checks are carried out on every matter as soon as practicable so that, if an issue arises, it can be discussed with you and dealt with as soon as possible
2.3. If at any time you become aware of an actual or potential conflict of interest, please raise it with us immediately.
2.4. Should an actual or anticipated conflict of interest arise, we may be obliged to terminate our retainer but we reserve the right to act or continue toact for another client in circumstances where we hold information that is confidential to you and material to the engagement with the other client. We will not, however, disclose your confidential information to that other client.
3.1. Unless otherwise agreed, our fees are determined by reference to a number of factors, the most significant of which is the time spent onyour This includes, but is not limited to, time spent on preparing and considering correspondence, documents and emails, makingand receiving telephone calls, meeting with you and travelling.
3.2. We operate a computerised time recording system. When recording our time, the relevant hourly rate(s) of the fee earner(s) dealing with your matterwill be notified to you in your engagement letter or communication. Time is recorded by us in units of 6 minutes for periods of 6 minutes or part thereof. Any rates agreed with you may be subject to periodic reviews. Please note that we may charge for work that may not be recoverable from your opponent but which we believe is necessary to deliver an optimal service. We cannot and do not limit our fees to only that which may be recoverable in litigation.
3.3. In addition to our fees, we may incur expenses (which are called disbursements) from time to time, including, but not limited tobarristers’ fees, expert fees, courier fees, guaranteed post fees, enquiry agents fees, property search and enquiry fees, Court fees, valuation fees, company law agents fees, company search fees and travel When we incur such disbursements, we will incorporate these in our next invoice to you or send a separate “Disbursement Only” invoice to you.
3.4. Unless otherwise agreed, you will always be responsible for all disbursements, irrespective of the outcome of the work.
3.5. We may also recover from you other miscellaneous fees, not incorporated within our hourly rates, representing:
(a) fees for the photocopying, printing and scanning papers and We currently charge £0.10p per black and white pageprinted and £0.15 per colour page printed;
(b) international telephone calls;
(c) electronic fund transfers – we currently charge £20.00p per transfer;
(d) car travel incurred on your behalf at a rate per mile – we currently charge £0.45p per mile;
(e) other travel costs (for example rail and air tickets) in the amounts invoiced to, or incurred by us;
(f) secretarial or administrative overtime in relation to urgent matters requiring our support staff to work after our normal business hours;and
(g) professional indemnity top up premiums should you require cover over and above the otherwise applicable limit of indemnity of our insurancereferred to in condition 11 below.
3.6. Unless otherwise agreed, your liability for our fees and disbursements, calculated on the above basis, commences from the moment that we are instructed and covers the initial advice that we may give as well as any subsequent work that we carry out pursuant to that advice.
3.7. When requested, we will provide regular updates on the amount of our fees and disbursements at appropriate We will give you the best information we can about the likely overall cost of the work at the outset and at other appropriate times. This may include giving a fixed fee, a realistic estimate, a forecast within a possible range of costs or an explanation as to why overall costs cannot be fixed orrealistically estimated.
3.8. It is important you understand that an estimate is exactly that and sometimes costs can be very hard to The actual costs incurredwill always replace any estimate provided, unless otherwise advised. If we provide you with an estimate, we will review it from time to time. Any estimate should not be regarded as a fixed cost quotation.
3.9. All fees and some disbursements are subject to VAT (where applicable).
3.10. If we agree to act for you on a basis where the amount of our fees is determined by the outcome then this will be the subject of a separate written agreement if proceedings are issued. Examples of these agreements include (but are not limited to) forms of Conditional Fee Agreements or Damages Based Agreement. Where there is any difference or conflict between the terms of t those written agreement and these Terms, the terms of that agreement shall prevail over these For work undertaken in pre-action, our client care letter will set out the terms of any contingency fee structures.
3.11. In the event no agreement between us is reached with regard to fees we nevertheless reserve the right to charge for costs incurred incomplying with any statutory, professional or regulatory provisions in relation to the work we do for you, or incurred in connection with our acting for you, including, but not limited to, the Money Laundering Provisions (as defined in condition 9) pursuant to the hourly rates advertised on our website.
3.12. In the event that we stop acting for you on whatever basis in accordance with the provisions of condition 8 below, unless otherwise agreed, you will be liable, as set out in this condition, for all fees and disbursements incurred up to the point that we stop acting for you, despite the fact that we may not have completed what we were instructed to do. You will also be liable for such further fees or disbursements which we may unavoidably be required to incur where:
(a) in litigation we have to apply to the Court for a Court Order removing us from the Court’s record as acting on your behalf or we may have to take steps to seek to protect your position until you have been able to make other arrangements;
(b) extracting files or data and delivering the same to you;
(c) locating you, so that we may return any residual client account balance owing to you;
(d) we are required to pursue you for our unpaid
4. Invoicing and payment
4.1. Invoices rendered by us will clearly identify your matter and the work being charged
4.2. Where we are instructed by more than one person jointly, liability for our fees, disbursements and VAT is shared between those persons on a joint and several bases so that we may recover from any one or more of those persons individually or together the full amount of our fees, disbursements and VAT notwithstanding any agreement which may be reached between those
4.3. Unless otherwise agreed, we will submit interim invoices from time to time, at intervals determined by ourselves, or agreed with you. All such invoices will be regarded as interim invoices and may include historic work that was not billed in earlier invoicing periods.
4.4. Unless specific terms of payment have been agreed, invoices, whether interim or final, should be settled within 7 days of Interestwill be charged on invoices that are not paid on time at 8% above the Bank of England base rate from time to time after one calendarmonth has elapsed from the date of the invoice until payment.
4.5. In certain circumstances, you may be required to make payments for anticipated fees and These are known as payments on account.
4.6. In particular, we have the right to request payment for work before it is commenced and to suspend or terminate all or any part of your instructions to us and any work done for you, without further obligation to you, in the event that any such request for a payment onaccount or any invoice remains This right can be exercised by us in relation either to the matter on which the particular request or invoice remains unpaid or any or all other matters, whether or not amounts remain unpaid in respect of such other matters.
4.7. In addition to any right that we may have at law or as otherwise provided for by the Solicitors Accounts Rules, we may apply any amountheld on your behalf on any other matter in our client account in or towards payment of any sum requested or due from you as regards any other matter whether on account or in respect of an interim, disbursement only, or final invoice or interest, or any combination of
4.8. In addition to any right that we may have at law, we are also permitted to retain your files or any of your papers or property or sums held by us on your behalf until all monies due from, or payable by you to us (whether invoiced or not) have been paid. This is known as a lien.
4.9. If you wish to query an invoice, please let us know as soon as possible. You also have the right to make a complaint to the Legal Ombudsman within 1 year of the date of this invoice, and a right (under Part III of the Solicitors Act 1974) to ask the court to assess thesecharges within 1 month of receiving this If you wish to make an application to the Court after 1 month you require the Court’spermission for an assessment. Details of the Legal Ombudsman can be found in condition 16.5 below.
5. Costs payable by and to other parties
5.1. It is important to remember that, notwithstanding any agreement reached with, or the liability of, someone else in relation to costs (for example pursuant to a Court Order), it is your primary responsibility to pay our fees and disbursements in respect of any matter which wehandle for you.
5.2. The fact that a Court Order for costs may be made in your favour is no guarantee that such costs can be recovered from your opponentwho may not be in a position to make payment whether in whole or in
5.3. In Court proceedings where judgment is obtained in default, only nominal fixed costs can be recovered. These will only partly reimburseyou for the costs which you have to pay us but the balance of our fees, disbursements and VAT will still be payable by you.
5.4. Unless only fixed costs are payable, the amount of costs recoverable from other persons in Court proceedings is entirely at the discretion of the Court and tends to be recoverable at a lower rate than that charged by us to This will mean that, if any costs are recoverable atall, only a proportion will be recoverable, and the balance will be payable by you.
5.5. Any payment made by, or recoverable from, another party in respect of our fees, disbursements or VAT does not release you from the obligation to make such payment in the event that the payment made by that person is dishonoured, not made as promised, or isrepayable for whatever reason.
5.6. If costs are payable by someone else, then we may charge you for any steps which have to be taken to seek to recover those costs from that person, either on the basis set out in these standard terms of business, or as otherwise
5.7. In litigation matters, if you are unsuccessful, either in relation to a specific application, or upon final conclusion of the proceedings, youmay be ordered to pay your opponent’s In that event, we may have to request an immediate payment to cover any such costs.
6. Cash payments, use of client account and source of monies paid to us
6.1. We will not accept cash amounts of more than £300 in payment for any invoice, or any sum, due from you to us, or payable in relation to any matter.
6.2. We cannot allow our client account facilities to be used other than for handling payments in relation to a matter which we are dealing withon your behalf, and only in accordance with any current applicable Solicitors’ Accounts Rules (details of which are available on request).
6.3. We are required to satisfy ourselves of the source of any money which you pay We require a minimum of 14 days in which to do so unless, in our sole discretion, we agree to accept shorter notice. We therefore require you at the outset of any transaction to identifythe precise source of any funds which you will be paying to us. We need to know the details of the account from which it is to be paid andmay also require proof of the original source of the money. If we do not receive 14 days’ notice of the source of the funds, or if the moneycomes from a source other than that which you have previously identified, or in any event if we are unable to satisfy ourselves as to the original source of the money, we may decline to proceed within the expected timescales or at all and we shall not be liable for any losses caused by this. If funds are being sent from another source, we will require identification documentation pursuant to our obligations asset out in condition 9 below.
7. Interest and Commissions
7.1. If we hold money on your behalf, we will account to you for interest earned on it in accordance with the law, although we may be entitledto offset any such interest against monies due to us in accordance with condition 4.7 above.
7.2. We do not and will not expect to receive commission connected to any work we undertake on your behalf nor we will pay it.
8.1. You may terminate your instructions to us (that is, request that we stop acting for you) at any time but such termination is not effectiveuntil we have received written confirmation from you of such
8.2. We may decide to stop acting for you (whether on a permanent or temporary basis) only with good reason, which shall include, without limitation:
(a) you failing to pay any interim or final invoice;
(b) you failing to provide satisfactory evidence of your identity in accordance with condition 9;
(c) you materially breach any of your fundamental obligations under these Terms; or
(d) if by continuing to carry out work for you we would be breaching the law or any other principles of professional condition;
(e) we are unable to obtain full and proper instructions from you so we are unable to carry out the work effectively;
(f) your instructions are on an objective assessment unreasonable.
8.3. We also have the right to stop acting for you (whether on a permanent or temporary basis) if we are otherwise required, or deem it appropriate, in our absolute discretion, to stop acting for you (whether permanently or temporarily) by virtue of compliance with ourobligations referred to within condition 9 below (which, in certain circumstances, we are required and/or entitled to do so without giving you any written or other notice and/or giving reasons for doing so).
8.4. In the event of termination:
(a) you are responsible for any fees or disbursements incurred by us up to that point of termination and we reserve the right toraise an invoice for such fees or disbursements in accordance with these Terms;
(b) we reserve the right to terminate any collateral agreements or arrangements (without liability to either party) including without limitation, any escrow
(c) where proceedings are ongoing, you will be required to sign and deliver up a Notice of Change form stipulating that you will be acting in person or provide details of your new legal representation from the date of termination. In the absence of you providing a Notice of Change form, by your acceptance of these Terms you permit us to file such a form on your behalf. However, it may sometimes be necessary for us to apply to the Court to come off Court Record. In those circumstances, you will be responsible for our costs in having to make that application.
9. Money Laundering
Under various UK and European enactments and regulations, we are under mandatory and sometimes complex obligations which requireus to assist the relevant authorities in eradicating the laundering of the proceeds of crime and tax evasion. This process is known as”Money Laundering”. The various UK and European enactments and regulations are subject to periodic re-enactment, amendment and revision and we are required to comply with whatever provisions are in force from time to time (“the Money Laundering Provisions”), and are subject to potential criminal and/or civil sanctions and liabilities in the event of non-compliance.
9.1. In particular, to enable us to comply with our obligations under the Money Laundering Provisions, whether or not you are a new client, before we can accept instructions from you, or at any time after we have been instructed, we may require you to supply us with satisfactory evidence of your identity, or if a company, other documents, for example, a copy of your latest accounts, a copy of yourCertificate of Incorporation and evidence of the identity of your Directors or anyone who is believed to be involved in the management or control of the This will also require us to ask you questions about yourself, about the source of any income, past or present, or how you acquired property or funds or how a particular business, trust, or company, which we are asked to advise, is operated or funded, or even about the ultimate beneficial ownership of a company, trust or other legal entity.
9.2. For the same reason, with reference to our obligations under the Money Laundering Provisions, if we have any doubts about the funding of a transaction by any third party or the legitimacy of any matter or transaction, then we reserve the right to delay progress or completion until we have satisfied ourselves of the identity of that third party or the legitimacy of the matter or transaction, and, without prejudice to any other limitation of liability contained in these terms, we will not be liable for any loss caused by such
9.3. Under the Money Laundering Provisions, we are also, in some cases, required to report to the relevant authorities, suspicions which we may have that a matter in which we are or are asked to become involved in is related, or being used, to facilitate Money Laundering, as it is defined in the Proceeds of Crime Act 2002, or other relevant legislation, or if we suspect that you, or any party involved in thetransaction or matter, is engaged in Money By instructing us you thereby expressly authorise us to comply with the MoneyLaundering Provisions, including, but not limited to, notifying any relevant authorities of the matter in which we are or are asked to become involved, if we suspect that Money Laundering is, has, or may be taking place, or otherwise come under an obligation to so notify any relevant authorities.
9.4. In the event that we make a report to the relevant authorities, we shall be under no obligation to advise you that such a report has been made, because, in doing so, we may potentially incur criminal and/or civil sanctions and liabilities, and shall be entitled to stop acting for you in relation to the transaction or matter pending the provision of permission to us from the relevant authorities to continue acting for you (if applicable).
9.5. We may from time to time use electronic databases to enable us to verify information you have given to us to enable us to fulfil our obligations under the Money Laundering Provisions.
10.1. The Courts take an increasingly robust and strict approach where a party defaults or delays or fails to comply with Court imposed deadlines and Such default and delay is unlikely to be tolerated and will necessitate a prompt application to the Court for relief from sanctions, which based on recent cases, are unlikely to succeed save in extreme circumstances.
10.2. Notwithstanding your obligation to co-operate with us at all times, it is imperative that you respond to all requests for instructions, documentation and information promptly and in good time before any deadline or direction expires. If you anticipate being unable to meet a specific deadline or direction you should advise us immediately in order that we might consider applying for relief from sanctions before the relevant deadline We will, of course, provide you with as much notice as we are able to, where deadlines and time limits apply.
11. Limitations of our liability
11.1. We try not to make mistakes and to maintain the highest levels of service but in the event that we are found to be liable to you, we are insured, subject to policy terms and conditions. However, the amount for which we are insured is subject to financial limitations. In anyevent, by these terms of business, unless specifically agreed in writing to the contrary in relation to any particular matter by a Director of ARMA Limited, and as regards any liability which we would otherwise have to you, or any third party, in respect of all loss or damage claimed, or any costs incurred, on whatever basis claimed (whether in contract, tort or otherwise), subject to condition 11.8 below, we:
(a) exclude any liability of whatever nature arising as a direct or indirect consequence of our compliance in good faith with the Money Laundering Provisions referred to in condition 9, or any other statutory, professional or regulatory obligation (and, for the avoidance of doubt, this includes liability for delays caused by us having to seek consent from the relevant authorities pursuant to the Money Laundering Provisions); and
(b) without the exclusion in condition 1(a) above in any way being affected, and unless otherwise agreed between you and a Director, in all cases we limit our liability, in total, to the maximum aggregate sum of three million pounds (£3,000,000)(including interest and costs) for any claim or claims arising out of:
(i) the same act or omission;
(ii) a series of related acts or omissions;
(iii) the same act or omission in a series of related matters or transactions;
(iv) similar acts or omissions in a series of related matters or
11.2. If we are jointly or jointly and severally liable to you with any other party, whether or not you in fact claim against another party, we shall only be liable to pay you the proportion which is found to be fairly and reasonably due as a result of our We shall not be liable to pay you the proportion which is due to the fault of another party or for which another party would otherwise be liable to satisfy.
11.3. Any sum due from us to you shall be reduced by the proportion for which another party would have been found liable if either:
(a) you had also brought proceedings or made a claim against them; or
(b) we had brought proceedings or made a claim against them under the Civil Liability (Contribution) Act 1978 or any similar enactment under any other relevant jurisdiction.
11.4. The only duties owed to you in contract or tort for advice or services provided to you will be owed to you by ARMA LITIGATION LIMITED and not by any of its individual Directors, employees or consultants.
11.5. You agree that you will not bring any claim in connection with advice or services provided to you, whether on the basis of contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise against any Directors, employees or consultants of ARMA LITIGATION LIMITED but this will not limit or exclude the liability of the company against the acts or omissions of its Directors, employees or consultants. This condition is intended to benefit ARMA LITIGATION LIMITED and such Directors, employees or consultants, who may enforce this condition pursuant to the Contracts (Rights of Third Parties) Act
11.6. Without prejudice to any other exclusion or limitation of liability (and subject to the other provisions of this condition 11), we exclude allliability for any loss or damage, whether direct or indirect, caused by any communication, whether by post, fax or e-mail, beingmisdirected or intercepted by third
11.7. Any exclusion of, or limitation on, our liability contained in these Terms shall apply to work done under this agreement and any futurework unless we agree different terms with you. Any exclusions of, or limits on liability contained in these Terms are intended, pursuant tothe Contracts (Rights of Third Parties) Act 1999, to benefit any Directors, employees or consultants against whom you may seek to claim,on any grounds
11.8. Nothing in these Terms shall exclude, restrict or prevent action in respect of any liability arising from fraud, dishonesty, or recklessdisregard of professional obligations or for death or personal injury caused by negligence, or other liabilities which cannot lawfully belimited or excluded.
11.9. If any part of these Terms which seeks to limit or exclude liability (including provisions as to amount, or compliance or purported compliance with the Money Laundering Provisions) is found by a court to be void or ineffective on the grounds that it is unreasonable or does not accord with any professional obligation, or otherwise, the remaining provisions shall continue to be effective.
12. Advice on Investments, insurance and tax
12.1. We do not provide any advice on investments, insurance or tax.
12.2 Any matter upon which we act for you may give rise to tax and/or accountancy or financial implications. Unless specifically agreed inwriting, we do not provide that advice nor undertake to advise you on any such We would therefore expect your independently qualified adviser to deal with all issues relating to investment, tax and accounting arising in respect of or in connectionwith the particular matter. The responsibility for instructing such an advisers will be yours unless otherwise agreed in writing.
13. Communication, Data Protection and Client Confidentiality
13.1. We will communicate with you by the most appropriate means. This may be by email, telephone, letter, fax or text / application message. In relation to email and electronic communications generally, we would ask you to note that the internet is less secure than other communications media and is susceptible to both error as to destination and delay and e mails can sometimes fall into the hands of third parties.
13.2. Maintaining confidentiality of information is of paramount concern to us, and we are registered and comply with the data protection laws ofthe United Kingdom.
13.4 As part of our commitment to excellence of service, we may provide our clients with details of seminars, in- house workshops, and bulletins which we feel may be of use to you. Should you not wish to receive this information, please contact us and let us know.
14. File Retention
14.1. Subject to these Terms, and to some exceptions (details of which can be provided upon request), the file which relates to your work, belongs to you.
14.2 Unless requested by you, all files will be retained by us for a maximum of 7 years after the date of your final Thereafter, at our discretion, your file may be destroyed by us, unless you have requested in writing that we retain or forward the file to you.
15. Intellectual Property Rights
15.1. We retain full and exclusive ownership of all copyright and all other intellectual property rights in all documents, advice and other works (in any form including, without limitation, in electronic form) we create, develop or generate for you in the course of providing the work(including, without limitation, working and draft documents and advice as well as final documents and advice).
15.2. We grant you a non-exclusive, non-transferable, non-sub licensable licence to use and reproduce such documents, advice and other works solely for the purposes for which such work where provided by us and not If you do not pay us in full for such work inaccordance with these terms we may, on giving you notice, terminate that licence with immediate effect (in which event you shall not use or reproduce such documents, advice or other works for any purpose) and we will only again grant such licence to you once full payment has been made to us for such work.
15.3. We may retain for our subsequent use a copy of the advice or opinion of any barrister or other third party given in written form (or anynote of any advice or opinion) obtained in the course of providing the Any barrister or other third party will be instructed on thebasis that any such advice or opinion will be retained.
15.4. If we retain a copy of any advice or opinion in this manner, we will take all reasonable steps to conceal information (such as name,addresses or descriptions) which might reasonably enable you to be identified.
16.1. If you feel you have not received a proper service from us, you should initially contact the person having day to day conduct of the matterconcerned, or their supervising Alternatively, please contact Rajat Sharma at any time.
16.2. If the problem cannot be resolved informally then the matter will be dealt with under our Complaints
16.3. Details of our Complaints Procedure will be sent to you on
16.4. In any event, we will investigate your complaint objectively and as quickly as reasonably
16.5. You also have the right to make a complaint to the Legal Ombudsman who can be contacted by post at PO Box 6806, Wolverhampton, WV1 9WJ or by telephone on 0300 555 0333
17.1. You undertake that for the period during which this firm acts or provides advice in relation to any matter and for a period of 6 months after the completion of the last matter upon which we have been instructed by you, you will not:
(a) solicit or entice away (or assist anyone else in doing so) any member of our professional staff with whom you or any of your employees have had dealings in connection with any matter during the 12 months immediately prior to your approach; or
(b) employ any such person or engage them in any way to provide services to you whether independently or as a partner oremployee of any other firm or This undertaking shall not apply in respect
of any member of our staff who, without having been previously approached directly or indirectly by you, responds to an advertisement placed by you or on your behalf.
18.1. For the purposes of Provision of Service Regulations 2009, the details of our professional indemnity insurance are:
(a) Name of qualifying insurer: Zurich Insurance PLC
(b) Name of insured firm: ARMA LITIGATION LIMITED;
(i) Principal address of firm: 84 Albion Street, Leeds, West Yorkshire, LS1 6AD;
(ii) Period of insurance: 01 August 2021 to 31 July 2022;
(c) Policy number: 8011982;
(d) Sum insured: £3,000,000.
19. Associated Entities
19.1. This condition 19 shall apply where we are instructed by You or your corporate entity (“Entity”) but the ultimate beneficiary of our advice is anotherparty connected to You or that Entity (“Associated Entity”) or where we receive instructions or funds from that Associated Entity in respect of the work we are undertaking on Yours or the Entity’s behalf.
19.2. Examples of an Associated Entity in a commercial context include (but are not limited to): (i) a sister company in the Entity’s same group of companies; and/or (ii) a director, member or majority shareholder of an Entity; and/or (iii) another company, limited liability partnership or a legal entity which is owned or controlled by the Entity or Associated
19.3 In any circumstance such as set out in condition 1, the Entity that first instructs us is our client and is the only person to whom we owe a duty of care.
19.4. Without prejudice to the provisions of condition 3, each Associated Entity:
(a) will be deemed to be a co-client of our client and the provisions of these Terms will apply to that co- client (mutatis mutandis);and
(b) will possess joint and several liability to us together with You , such liability extending to the obligation to pay any fees we areowed by You, the Entity or the other Associated
20.1 Unless we agree in writing to the contrary, the advice provided and the work carried out by us in relation to any matter is intended to berelied on only by you and by no other person.
20.2 A person who is not a party to these Terms shall have no right to enforce or rely on any of its terms under the Contracts (Rights of ThirdParties) Act You agree not to make our work, including any advice given to you, available to third parties without our writtenpermission, and we accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
20.3 Unless specifically agreed by us in writing on each occasion, we can only advise on English jurisdiction, law and procedure (this covers England and Wales, but not Scotland, Northern or Southern Ireland, the Isle of Man or the Channel Islands). If the matter involves issues of non-English jurisdiction, law or procedure, subject to your agreement, we shall engage lawyers qualified in the relevant country toprovide specific advice on those
20.4 Any advice provided by us will be based and dependent upon the instructions, information and documentation supplied by you and those people whom you have specified will instruct us on your behalf. We will not be responsible for any consequences which may arise from a delay or failure by you, or them, to give us the instructions, information and documentation which we
20.5 Whilst we may be obliged to advise you to consider whether the expected results of our involvement will justify the costs that will be incurred and, in appropriate cases, on the risks of not achieving those results, we cannot advise on the merits of any transaction that youmay be entering into; for example, we cannot advise on whether a property or business you are buying is worth what you are paying. In particular, you will remain responsible for any commercial decisions you make.
20.6 Any failure by us to pursue our legal rights or any relaxation of any of them shall not be taken as a waiver or compromise of any such rights.
20.7 Except where the context otherwise requires, each of these Terms shall be regarded as independent of every other term so that if any such term or the application of any such term to any person or to any circumstance is found to be invalid or unenforceable, then such finding will not affect any other term or the application of such term to any other person or circumstance. These Terms shall be governed by and interpreted in accordance with English law and any claim arising out of any matter we handle for you shall be subject to theexclusive jurisdiction of the English Courts (save in relation to the enforcement of any Judgment obtained by us against you). Each partyirrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have
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