Terms of Engagement (Isle of Man)

1. Preliminary matters

1.1 These terms of engagement (our “Terms”) apply to all work that we undertake for you, regardless of whether we have also provided you with an Engagement Letter (as to which, see clause 2.4 below). Where we issue an Engagement Letter containing an updated version of these terms, then thereafter those updated terms shall apply in place of any previous version.

1.2 Where these Terms say you or we “may” do something, then that denotes an entitlement, but not an obligation or expectation, to do so.

1.3 Whenever the words “include” and “including” are used in these Terms, they, and the words following them, are to be interpreted as being illustrative, and not exhaustive.

1.4 “Document” means both paper and electronic documents.

1.5 “Person” means any individual, and any incorporated or unincorporated body (with or without separate legal personality).

1.6 “Matter Team” means those of our Staff who are involved in the provision of the Services on your Matter.

1.7 “Staff” means our current and former advocates, partners, directors, officers, associates, employees, consultants, employed barristers, solicitors, assistants, agents, and other legal professionals, and those of a firm in our Network.

1.8 “Your Affiliates” mean any person connected to you, including your affiliates, associates, officers, employees, agents, representatives, shareholders, members, partners, directors, shadow directors, parent undertakings, subsidiary undertakings, group companies, and any person that controls, is controlled by, or is under common control with you, and, where you are an individual, then any spouse, civil partner, family member or other person acting with or for you.

1.9 The headings and clause descriptions appearing below in bold are for ease of reference only and shall not form part of the interpretation of this document.

1.10 Other defined terms appear below in bold and quotation marks.

1.11 Please read carefully all parts of the Terms. We draw to your attention, in particular (and without limitation), clauses and words that are underlined in these terms.

2. Our agreement with you

2.1 Parties. In these Terms we refer to Keystone Law (Isle of Man) Limited as “we/our/us”. Our client, being the party engaging us, is referred to as “you/your”.

2.2 Our status. We are an incorporated legal practice in the Isle of Man, company number 129900C, registered office address is at The Old Courthouse, Athol Street, Douglas, Isle of Man IM1 1JE and our telephone number is 0333 939 8000, and our email address is enquiries@keystonelaw.co.im.

2.3 Our Network. We are part of an international network of firms trading as ‘Keystone Law’ in Europe and as ‘Keypoint Law’ in Australia (our “Network”). Further information about us and our Network can be found at https://keystonelaw.com/legal-notices/.

2.4 Our “Engagement Letter” is the document that we usually provide you at the outset of our engagement, describing the services that we have agreed to provide, as well as other matters. In the absence of such a document, the term “Engagement Letter” refers to the terms and scope of services that you have requested and we have said we are willing to provide you (whether or not reduced to writing).

2.5 We refer to the services identified in (or the subject of) our Engagement Letter, and the services we provide you under this Agreement, as the “Services”.

2.6 Our “Linked Agreement” is any separate conditional fee or damages-based agreement, outside counsel guidelines, service level agreement, or similar document, that you and we have agreed will apply to our provision of the Services. Any Linked Agreement that purports to vary, or is otherwise inconsistent with or overrides, these Terms is only effective in that respect if the Linked Agreement is signed by one of our Directors or otherwise directly approved by a Director by email (as to which, see also clause 2.11).

2.7 These Terms, together with our Engagement Letter and any applicable Linked Agreement, form our agreement with you (this “Agreement”).

2.8 We refer to this Agreement, your instructions and our provision of the Services as the “Matter”.

2.9 Your continuing instructions, whether following your receipt of our written Engagement Letter or our expression of willingness to provide the Services to you, amount to your acceptance of the terms of this Agreement.

2.10 If, after the end of this Agreement, you provide us with new instructions and we agree to act on them, then these Terms (or any new Terms in substitution for these) will apply to those new instructions regardless of whether we provide you with a further written Engagement Letter, and those new instructions will constitute a new agreement between you and us. For the purposes of this clause, “new Terms” means any new version of these Terms that we make available to the public, via our website, at the time of the new instructions, but only insofar as it is fair for us to rely on the same, failing which this current version of the Terms will apply.

2.11 These Terms cannot be varied except with the express written consent of one of our Directors. Our Staff with whom you are dealing day to day do not have the authority to amend these terms. The only exceptions to this clause are where these Terms expressly refer to us having an entitlement to agree with you a different scope of Services (or the terms on which our Services are to be provide), namely at clauses 4.5, 7.1, 8.1, 8.2, 8.5, 8.10, and 19.1.

2.12 Mandatory updates to these Terms. We may amend these Terms at any time provided that the amendments are in our reasonable opinion needed to reflect a change to the legal or regulatory framework applicable to us. If we amend the Terms under this clause, we will do so by updating our website with the new Terms. Please let us know if you wish to opt in to an email alert advising you of any new Terms. Your continuing instructions following amendment of the Terms under this clause will amount to your acceptance of those amendments.

2.13 Joint agreement. Where we act for more than one client, then this Agreement is a single joint agreement for all such clients.

2.14 Invalidity. If any term of this Agreement is invalid or unenforceable, then it shall be deemed changed just in so far as is necessary to make that term valid. Where that is not possible, then the applicable term shall be deleted. No such change or deletion shall affect any other term of this Agreement.

3. Our people

3.1 Professional titles. We use professional titles to designate the seniority and the role of our Staff.  We use the term ‘Advocate’ to refer to Manx qualified advocates and the term “Director (IOM)” to refer to a Manx advocate who is also a director, at our Network firms we use the term ‘Partners’. They are not advocates, the title ‘Partner’ is a professional title only. 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 Network.

3.2 Matter Team. We may staff your Matter as we think best from time to time. You may request changes to your Matter Team, but we reserve the right to decline such requests.

3.3 Introduction fee. You will pay us an introduction fee if, from now until 12 months after this Agreement ends, you or any of Your Affiliates employ or engage (directly or indirectly) any of your Matter Team, without our written consent.

3.4 Calculating the fee. The introduction fee under clause 3.3 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.

4. Our charges

4.1 Payment without set-off. In consideration of our provision of the Services, you will pay our charges when they become due, without set-off or deduction. Where we act for more than one client under this Agreement, then each is jointly and severally liable for all our charges.

4.2 Charges. Our charges may comprise any of: the value of our time spent (our “Fees”, see clause 4.5 below); expenses that we incur on your behalf (“Disbursements”, see clause 4.11); our other outlay and charges (including, for example, travel expenses, subsistence expenses, court fees, copying charges, and other support services identified at clause 4.10); a fixed or capped fee; and any applicable Value Added Tax thereon (“VAT”, see clause 4.12 below).

4.3 We may also charge you for anything we are required to do for you in connection with your Matter, including: undertaking sanctions checks (see clause 15.6); responding to law enforcement and regulatory notices and enquiries (see clause 15.7); answering requests following the conclusion of your Matter (see clause 13.12); and (if applicable) advising you on, and providing you with services in connection with, the funding of your Matter (see clause 4.13).

4.4 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, it is for your guidance only, it does not bind us, and our charges may exceed our estimates.

4.5 Rates. Save as set out in our Rate Card (see clause 4.10), by default we charge on a time-spent basis, recorded either to the nearest minute or in six-minute units. Our default hourly rates are as follows: Director (or equivalent) £895; Associate (or equivalent) £500; and other staff £250. Some of our Staff charge higher rates to reflect their seniority and expertise. In some cases we may agree a discount for you. We may agree any deviation from our default rates but this must be agreed in writing with you, usually in our Engagement Letter (or in any Linked Agreement).

4.6 We may increase our rates by giving you one month’s written notice. Rate increases are deemed accepted by you 31 days after we notify you of the change, unless you object to the same by writing to your main point of contact at Keystone Law. If you do not agree the proposed increase, then this is a good reason entitling us to terminate this Agreement under clause 18.4 below.

4.7 Our charges generally, and our rates in particular, may reflect factors including the seniority, experience, responsibility, and area of specialism of the Staff involved, as well as the urgency, complexity, value, timing, and risk of the matter, and the importance of the matter to you.

4.8 Our charges and rates for your Matter reflect our understanding of its nature at the start of this Agreement. Where it emerges that the Matter is materially different to that understanding (and through no fault of ours), or where its nature materially changes during the course of our provision of Services, then we may apply an uplift to any of our charges insofar as it is fair and reasonable having regard to all the circumstances of the Matter including such material difference or change. If you do not agree the proposed uplift under this clause, then this is a good reason entitling us to terminate this Agreement under clause 18.4 below.

4.9 Assumptions for fixed and capped fees. If we offer a fixed or a capped fee, we will set out the scope of work we will deliver for that fee. A fixed or capped fee is based on certain assumptions and conditions. If those assumptions change, or if work falls outside the agreed scope, we will charge for the time spent at our default hourly rates.

4.10 Support services. Our Rate Card sets out our charges for support services. These form part of our charges, are separate to our Fees, and are always outside the scope of any fixed fee, capped fee, or estimate. We update our Rate Card annually (see www.keystonelaw.com/rate-card).

4.11 Disbursements. You authorise us to incur reasonably necessary expenses on your behalf and in connection with the Matter (“Disbursements”). Such expenses will be our responsibility to discharge, and we will pass them on to you for payment via our invoices and without uplift.

4.12 VAT. We describe our charges, fees, expenses, outlay, and estimates, exclusive of VAT. We add VAT to our invoices at the prevailing rate as applicable.

4.13 Funding. Unless your Engagement Letter expressly says otherwise (as to which, see also clauses 8.3 to 8.5), we are not instructed to advise you on how to fund this Matter. You might be eligible for Legal Aid, grants, or private finance. If you think you might qualify for Legal Aid, then you should instruct another firm as we are not able to provide legally aided services. We routinely offer information (not advice) about how to fund contentious matters. Typically, we append this to our Engagement Letter. Let us know in writing if you do not already have this information. Funding is your responsibility and if you need third-party funding, you should make suitable arrangements directly. We can answer your funder’s questions, though we charge for doing so. This does not constitute advice on funding. If we agree in writing to advise you on how to fund your Matter, then note that we may involve our compliance lawyers in that advice. Their charges will be in addition to any estimates, caps, or fixed fees provided. Each funder may require you to meet their funding criteria and sign their documents, and they may also ask us to sign certain documents as your lawyers. Subject to any countervailing Regulatory Obligations (defined at clause 14.2), where we have agreed to advise you on funding your Matter (as to which, see clauses 8.3 to 8.5), we will comment on the funding documents. You should note that the decision to fund rests solely with the funder.

4.14 Requests for payments on account of our charges. At any time, we may ask you to make one or more payments on account of our anticipated charges. You will pay the amounts requested within the timescales we set, or if none, then within 5 days of our request. At the end of the Matter, we will return any balance to you (and subject to any other terms of this Agreement that entitle us to retain or otherwise deal with your monies). If we ask for a payment on account, we are not obliged to do any work or incur any Disbursements, though we may agree to start work, pending receipt of that payment. We may terminate this Agreement if you fail to pay a sum requested under this clause within any reasonable time limit that we set. Unless we specifically say so, we do not cap our charges at the level of the amount we request. We may apply any sums received by us under this clause against any of our unpaid invoices, under this Agreement or any other agreement that we have entered into with you.

5. Payment

5.1 Invoices. Our invoices are payable on receipt unless we expressly agree a longer payment period. 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, irrespective of any different payment terms that we have agreed. Save where expressly permitted by law, we can only address an invoice to you, even if someone else is expected to pay it (and such an expectation does not relieve you of the obligation to pay the invoice). We also may issue interim ‘on account’ invoices, also known as ‘interim non-statute invoices’. If so, these will be marked ‘Interim Non-Statute Invoice’. These may be for more or less than any sums later charged in any related statute invoice. We may send our invoices to you by email where clause 10.2 applies.

5.2 Settling invoices. You may 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 https://www.keystonelaw.co.uk/support/pricing/refund-policy). The maximum you can pay us by credit card in any 30-day period is £20,000. Our account details are on our invoices and you should only make payments to this account in respect of our fees.

5.3 Payments in. You will quote our reference number with every payment. Sending money without our reference may delay our receipt of your payment. At our request, you will 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.

5.4 Payments out. Our protocols require that certain payments out can only be made with your express written instructions, in our standard form. Where this applies, we may send you our required form of instruction. We may not be able to make a payment until that form is properly signed and returned to us.

5.5 No liability for payment instructions. To the fullest extent reasonably possible, you are responsible for your instructions to us to make a payment. To the extent that you do not fully discharge that duty, we are not liable for any loss whatsoever as a result of our complying with your payment instructions. We are not liable for any failure to act upon or any delay in acting upon your payment instructions in any circumstances where: your payment instructions seem to us to be wrong, unclear or incomplete; you do not comply with clauses 5.3 and 5.4; or where we act reasonably in compliance with our Regulatory Obligations governing the transfer of funds.

5.6 No cash. We do not accept or make cash payments.

5.7 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.

5.8 Late payment by you. If our invoices are not settled in full by the due date, we may instruct credit controllers to procure payment and investigators to establish your current address and financial position. By not paying our invoice when due, you agree to reimburse us for these costs on a full indemnity basis and to pay us interest on all overdue amounts at the rate permitted by the Late Payment of Commercial Debts (Interest) Act 1998 (regardless of whether that statute applies to this Agreement). Further, you agree to reimburse us on a full indemnity basis for our legal costs in connection with recovery or insolvency proceedings against you.

5.9 Payment from sums we hold. Upon presentation of any invoice of ours, all sums invoiced will become immediately due and payable by you. From that moment, we will have an accrued contractual right to set off, combine, appropriate, apply, or transfer any monies held by us for you, including monies standing to your credit in our client account in this Matter or on your other matters with us, in or towards satisfaction of that invoice and any later variation or withdrawal of this right shall have no effect. You irrevocably authorise us to withdraw and transfer client monies to our office account from the time the relevant invoice is presented. These rights are without prejudice to our general and particular lien over all papers, documents, property, and funds held for you on all matters, which shall subsist until all sums due to us on all matters have been discharged in full. For any invoice, payment (or where applicable, part-payment) by this method shall take place at the time the funds are earmarked by our accounts department against that invoice, unless you expressly tell us otherwise in writing beforehand. This does not affect any statutory right that you have to apply for an assessment of our invoice within the applicable time limits.

5.10 Retention and our lien. Until all payments due, or to become due, to us on this Matter (and any other matter you have with us) have been made (including payments due, or to become due, to us in respect of any unpaid invoices or work in progress), we may keep your property and documents on this and any other matter. We may also keep any funds we hold for you on any matter up to the amount of your unpaid invoices 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 sterling value of funds we hold for you falls. This is in addition to our rights to a lien on your property. We expressly reserve our right to our lien even where we take security from you for our costs.

5.11 Security. Before sending us funds, you will reconfirm our bank details by telephoning us on 0333 939 8000 and speaking either with your primary Keystone Law contact or our cashiers. When paying us, you will check that the payee name is Keystone Law. 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 Law. 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.

5.12 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).

5.13 Intellectual Property. Provided you pay our charges under this Agreement in full and when due, you will receive an irrevocable, non-exclusive, royalty-free licence to use, and copy, for your own purposes the product of our Services (and whether such product is in oral or written form). We retain all rights, including copyright and any other intellectual property rights, in that product of our Services, as well as in our working papers and in any knowledge and know-how acquired by us whilst acting for you under this Agreement, and such rights shall remain our property and we shall be entitled freely to use them for our own purposes, including when acting for any other client. Nothing in this clause shall reduce our obligations of confidentiality to you under clause 12 below.

6. Artificial intelligence (“AI”)

Subject always to our professional and legal duties, including client confidentiality, and subject to appropriate oversight by our lawyers and other suitably qualified professionals, we may use AI to support the delivery of our services and improve work quality. You may instruct us not to use AI in generating or contributing to our work product by notifying us in writing.

7. Our liability

7.1 No liability to anyone but you. Our Services are only for you and to be used only in connection with the Matter. Nobody else can rely on our advice or Services (or see a copy) for any purpose, without our written permission, save where permitted by law. We owe no duties to anyone but you.

7.2 No one is liable except us. This Agreement is between you and us. You will make any claim, and bring any proceedings, arising under this Agreement or in any way connected with it, only against us. You will not bring any such claim or proceedings personally against any of our Staff. You agree that none of our Staff will have any liability to you in respect of the provision of the Services. Our Staff will be entitled to have the benefit of, and to enforce, this provision to the maximum extent permitted under the Contracts (Rights of Third Parties) Act 1999. Nothing in this clause shall, however, affect our liability for the acts and omissions of our Staff. If anyone signs a document in his or her own name, that does not mean the signatory accepts any personal legal liability.

7.3 You agree that our maximum aggregate liability to you, howsoever and whenever arising under, or in any way connected with, this Agreement, including (but not limited to) our liability in tort, contract, restitution, or equity, and any other kind of breach or fault on our part, shall be limited to £5,000,000 (five million pounds sterling) (our “Liability Cap”). Where more than one client instructs us under this Agreement, then our Liability Cap shall be apportioned equally between all such clients.

7.4 Proportionate liability. Our liability to you is limited to that proportion of any loss or damage you 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. In assessing the extent of any other person’s responsibility under this clause (including yours), no account is to be taken of any of the following: an inability on your part to make a claim or to enforce any remedy against such other person; the means of the other person; any limitation or restriction of liability that you have agreed with that other person; the fact that the other person no longer exists or is no longer liable to you; your inability to bring proceedings against that other person by reason of the effluxion of time; and the absence of the other person as a party to, or witness able to give evidence at, any dispute concerning you and us. Our Liability Cap applies after the operation (if any) of this clause.

7.5 Earlier statements. We agree to act for you on the basis that you have not relied on any statement or representation made by us or our Staff unless it is expressly set out in writing in our engagement letter. If you wish to include any such statement or representation, you must notify us promptly; if we agree, we will issue an Engagement Letter reflecting your request.

7.6 Bank default. We do not accept any liability to you or any other person where this arises as a result of the insolvency of any bank that holds client money in a client account for us, or the failure of any such bank generally to repay client monies on demand.

7.7 Liability that cannot be limited. Nothing in this Agreement: (a) shall exclude or restrict our liability to any person for death or personal injury resulting from our negligence; (b) shall restrict or exclude our liability to you for our fraud, fraudulent misrepresentation, or dishonesty; or (c) shall operate so as to restrict or exclude our liability other than to the extent permitted by applicable law and regulation. If and to the extent that any provision in this Agreement is prohibited by applicable law or regulation, then that provision shall be ineffective only to that extent, and the remainder of that term shall continue in full force and effect. Clause 2.14 (Invalidity) is repeated here.

7.8 In addition to this clause 7, there are other limitations, restrictions, and exclusions of our liability and/or duties to you, and/or our Services, within these Terms, including, for example, at clause 5.5 (No liability for payment instructions), clause 7.6 (Bank default), clause 8.2 (For you only), clause 8.3 (Out-of-scope Services), clause 8.10 (Purpose and reuse of our advice), clause 9.2 (Introductions to third parties), clause 9.4 (Instructing third parties), clause 10.5 (file-sharing), and clause 16.2 (Undertakings).

8. The scope of our services and duties

8.1 Scope. The scope of our Services is limited exclusively to the work expressly and clearly defined in our Engagement Letter. Any service provision not expressly included within such scope is deemed excluded, and no service provision shall be treated as within scope by implication, inference, or custom. We may agree extensions to the scope of our Services but such agreement with you must be recorded in writing for it to be effective. We will provide the Services with reasonable skill and care.

8.2 For you only. The Services are only for your benefit and are only to be used by you in connection with the Matter. Nobody else can rely on our Services, or our work-product under this Agreement (or see a copy of our work-product), for any purpose, without our written permission, save where permitted by law. Our obligations under this Agreement are owed only to you, and not to any other person (including your Affiliates).

8.3 Out-of-scope Services. Subject to clause 8.5, the following do not form any part of our Services: (a) advice on law other than the laws of the Isle of Man and of England & Wales; (b) advice on commercial risk or on any non-legal business issues; (c) advice on any form of investment; (d) advice on the valuation of any kind of asset or property interest; and (e) any Non-Standard Services (see clauses 8.4 and 8.5).

8.4 “Non-Standard Services” means any provision of the following services: (a) advice on any tax implications of your Matter; (b) accounting treatment or accounting advice; (c) advice on the funding, or insuring against the risks, of any litigation; (d) advising on, and selling and administrating, insurance contracts; and (e) any of the “professional services” referred to at rule 6.1(b) of the SRA Authorisation of Firms Rules.

8.5 We may agree to provide you with Non-Standard Services but only if all of the following apply (and all are recorded in writing): (a) you have expressly asked us that we provide a Non-Standard Service; (b) we have proposed the precise and defined scope for the Non-Standard Service; (c) we have agreed to provide the Non-Standard Service we have proposed; and (d) you provide us with all Client Information that might be or is relevant to that provision of Services. Our provision of Non-Standard Services will not extend to any other advice within the same subject area or category.

8.6 Other advisors. Where you instruct other specialists to provide services to you that are related to the Matter, we shall be entitled to assume they will deliver to you all the advice you need in their specialist area, unless and to the extent we agree otherwise in writing as to the precise advice you require from us which is within their expertise.

8.7 Law of other jurisdictions. Our Network includes firms in England and Australia (in Australia we trade as ‘Keypoint Law’). Each Network firm practises only its local law and does not practise in any other jurisdiction. Any advice we or they 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.

8.8 Relevant information. You will ensure you, your Affiliates, and anyone else you instruct on this Matter to work with you, tell our Staff 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.

8.9 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 into our advice. Changes in the law and to your situation can be especially relevant to any tax you may be required to pay. Once this Agreements ends, we will have no continuing duty to you to revisit or update the output of our Services.

8.10 Purpose and reuse of our advice. You will tell us in writing the purpose for which our Services are required. Unless you do so, we are entitled to assume that our Services are required only for the immediate and specific purpose which is apparent to us from your instructions. You will also draw to our attention in writing, before we agree the scope of our Services or any change to it, if you intend to reuse our work or advice, to use it for more than one matter, transaction, decision, or occasion, or otherwise to use it in a way which may cause it to be relied on or applied repeatedly. Unless and until you do so and we expressly agree in writing that such use is within the scope of our Services, our work and any advice may not be treated as being given for, and we owe no duty in respect of, any such reuse, repeated use, or wider use.

8.11 Your representatives. You will ensure that anyone who instructs us on your behalf, and anyone else you employ or engage in connection with this Matter, does all things reasonably necessary to enable you to comply with your obligations under this Agreement.

9. Third parties

9.1 Subcontractors. We may appoint subcontractors to assist us in performing the Services and, where we do so, we remain responsible for their acts and omissions as if they had been performed by us.

9.2 Introductions to third parties. If we introduce you to a third party, then you agree that: (a) any resulting agreement for the third party’s provision of such services is between you and the third party only; (b) the decision to instruct that third party is yours alone; (c) we undertake no obligation to you in respect of our introduction or in respect of that third party’s suitability or ability to provide those services; and (d) we take no responsibility for that third party’s provision of its services to you.

9.3 Instructing third parties. We may instruct third parties to provide you with services in addition to the Services and for the purposes of your Matter. Such third parties may include counsel, expert witnesses, accountants, and other lawyers. You authorise us to enter into a contract between you and the third party.

9.4 A third party instructed under clause 9.3 is not our subcontractor appointed under clause 9.1, and we do not accept any responsibility for their acts, omissions, errors, fault, or deficiencies.

9.5 Where you have a contractual right to reject the work of a third party under clause 9.3 and wish to do so, then you will inform us in writing as soon as reasonably possible. In the absence of doing so within 14 days, you agree that you are deemed to have accepted their work.

10. Methods of communication with us

10.1 If you email us, then, unless you inform us to the contrary, you agree that we may communicate with you by email to any email address you provide, that is contained on any communication from you to us or published by you, for example, on your website.

10.2 By emailing us or otherwise providing an email address to us, you authorise us to deliver our invoices to you by email to any of your addresses. Contact us at invoicing@keystonelaw.co.uk if you also wish to receive additional copies of any invoices by post.

10.3 You will notify us without delay of any unauthorised use of your email account(s).

10.4 We prefer to deal with complaints by post and in accordance with our Complaints Policy. This is available on our website (at https://keystonelaw.com/support/complaints/), and available on request. See also clause 17 below.

10.5 We can provide secure methods of file-sharing. We are not responsible for any other method of file-sharing that we use at your request and you accept it may not be secure.

11. Client information and instructions

11.1 “Client Information” means any information, instructions, and documents that you provide to us for the purposes of this Agreement (or that you ask another person to provide to us on your behalf).

11.2 Provision of Client Information. You will provide us promptly with such Client Information as we may reasonably request. You will provide us with instructions that are only for honest and lawful purposes. You will take all reasonable steps to ensure that any Client Information provided to us is accurate and complete.

11.3 Improper means. You will not provide us with any Client Information of which you are aware, or have reasonable grounds to suspect, has been obtained using any unlawful or improper means (and if you are in doubt about this, then you will discuss the position with us first before providing it to us).

11.4 Coordination. Where you ask us to work alongside a third party in relation to the Matter (including your accountant and another law firm that you have instructed), it is your responsibility to ensure that our work-product is communicated to that other person, and vice versa.

11.5 Respect for law and our people. You will comply with all applicable laws and treat our Staff properly.

11.6 Reporting and investigations. You will promptly inform us if you think we or any of our Staff may have acted improperly or breached any law or professional rule. You will reasonably cooperate with any investigation we undertake concerning any alleged improper treatment of our Staff.

11.7 Multiple clients. When two or more clients together engage us under this Agreement, each client authorises the sharing with the other(s) of any information it provides, and if one or more clients terminate this Agreement, we may still use all the information provided to us during this Agreement for the benefit of the remaining client(s). See also clause 13.13 for joint clients’ matter file requests.

11.8 Authority. You will 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 to provide such instructions.

11.9 Irrevocable instructions. Where you provide an instruction that has been expressly described as “irrevocable”, then we may rely on it even after the end of this Agreement and even if you purport to revoke it.

12. Confidentiality and our provision of information to you

12. 1 Provision of information by the Matter Team. We have no obligation to provide you with any information that is not known to the Matter Team. For the purposes of this clause, the Matter Team shall not be deemed to have knowledge of any information that resides on our IT systems or that is known to their colleagues or the Staff of any of our Network firms.

12.2 Confidentiality. Subject to the other provisions of this clause 12, we will keep your affairs and Client Information confidential. For the purposes of this clause 12, “Client Information” includes our work-product and the outputs of our Services.

12.3 No disclosure of confidentiality unless permitted or compelled. We will not disclose your Client Information to any other person unless the disclosure is permitted by clauses 12 or 15.5, or our Regulatory Obligations permit or compel us to make such a disclosure.

12.4 Permitted disclosures. We may disclose your Client Information to any third party where any of the following applies: (a) you permit it; (b) we consider, in our reasonable opinion, that it is necessary to give effect to your instructions; or (c) it is permitted by any applicable law or regulation. Provided such disclosure is made in confidence and is either necessary in our reasonable opinion for the provision of the Services or the proper and effective management of our business, we may also disclose your Client Information to any of the following persons: any other firm in our Network (and to their Staff); our insurers; our bankers; our professional advisors; our accountants; our auditors (including file auditors); our Staff; our external suppliers of business-critical infrastructure and IT services; and those collecting our debts.

12.5 Nothing in this clause 12 shall apply so as to reduce or alter any entitlements that you may have to assert legal professional privilege over your Client Information and the product of our Services.

13. Personal data and document retention

13.1 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 www.keystonelaw.com/privacy-policy).

13.2 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.

13.3 Special category data. During the course of our engagement, 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.

13.4 Data controller. When we use personal data about you or others in connection with our engagement, 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.im or to our postal address, marked for the attention of the Privacy Manager.

13.5 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 (at https://keystonelaw.com/privacy-policy/.

13.6 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).

13.7 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.

13.8 Sharing your personal data. Your personal data may be included in the information we share with others as set out in paragraphs 9.2 and 12.4. 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.

13.9 International transfers. We may hold copies of your personal data and other data on computers outside the UK and the Isle of Man. Sometimes we will share personal data with third parties outside the UK and the Isle of Man. If we do this, we will comply with applicable data protection legislation including the Isle of Man Data Protection Act 2018 (an Act of Tynwald).

13.10 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 our Information Retention Policy. You can request a copy of this at any time.

13.11 Destruction and retrieval. We may 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.

13.12 Document provision. We do not charge for providing a copy of the client file. However, we may charge for answering any specific requests from you or raised on your behalf following the conclusion of the Matter.

13.13 Access to file and joint clients. Where we act for two or more clients jointly in the same Matter, we may treat the Matter file and all related materials as held for them jointly and, unless we receive written notice of any dispute or objection, we may release the Matter file, or copies of it, to any one or more of them. If we receive written notice of any dispute or objection, or if in our reasonable opinion any issue arises as to what may properly be released to whom, we may refuse to release the file or relevant material unless and until they agree in writing or there is a binding determination. We may refer any such issue to independent counsel, and the costs of that referral and of our dealing with the issue shall be paid by the joint clients on our request.

13.14 Your rights. Under applicable data protection laws, you may 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 Isle of Man Information Commissioner’s (IC) website at www.inforights.im.

13.15 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 enquiries@keystonelaw.co.im 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 IC and if you prefer, you can make a complaint to them at any time.

13.16 Failure to provide personal data. We may find it difficult to advise you if you do not provide us with information we request (which may include personal data).

14. Our regulation and insurance

14.1 We are authorised and regulated by the Law Society of the Isle of Man.

14.2 “Regulatory Obligations” means any of our legal and regulation obligations, whether arising at common law or under legislation or applicable regulation, professional conduct obligation or otherwise, that affect the way in which we provide our services to clients, including the Isle of Man Anti-Terrorism and Crime Act 2003 (an Act of Tynwald), the Isle of Man Proceeds of Crime Act 2008 (an Act of Tynwald), the Isle of Man Terrorism and Other Crimes (Financial Restrictions) Act 2014 (an Act of Tynwald), the Isle of Man Financial Intelligence Unit Act 2016 (an Act of Tynwald), the Isle of Man Bribery Act 2013 (an Act of Tynwald), the Isle of Man Anti-Money Laundering and Countering the Financing of Terrorism Code 2019 and guidance issued by the Isle of Man Financial Services Authority. Our Regulatory Obligations may, amongst other things, compel us: (a) to ask you to provide information about your identity, source of wealth and funds, and the purpose of your instructions; (b) to provide information and documents to the Isle of Man Law Society, the Isle of Man Financial Services Authority or other bodies exercising regulatory, supervisory, investigatory, or prosecutory functions in the public interest; and (c) to refuse to act for you, or to suspend or terminate our provision of the Services to you.

14.3 Insurance. We maintain professional indemnity insurance through the Isle of Man Law Society block policy. Coverage is worldwide, subject to any sanctions in force from time to time.

14.4 Professional body.  The Isle of Man Law Society is our professional oversight body. Complaints concerning our professional conduct are dealt with by the Advocates Disciplinary Tribunal. In respect of anti-money laundering and countering the financing of terrorism compliance, we are registered with and overseen by the Isle of Man Financial Services Authority. (In relation to supervision for our processing of personal data, see clause 13.)

14.15 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 us 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.

15. Proof of identity and related issues

15.1 Proof of your identity. Before we can start work on your Matter, we may require from you 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 and their funds and wealth. We may use technology and third-party databases to assist us in these respects. We may renew this information every two years.

15.2 You will provide the documents we request under clause 15.1. We may hold those documents on our matter files as well as in our anti-money laundering records. We will keep copies of all documents provided to us as proof of identity for five years after we finish working for you on the Matter. After that, we will destroy them. Unless you instruct us otherwise, we will only use the documents you supply to prevent money laundering and terrorist financing.

15.3 If the checks under clause 15.1 are more time-consuming than reasonably expected, we may charge for the additional time at our default hourly rates.

15.4  Proof of others’ identity. We rely on you to verify the identity and details of other parties in the Matter. You may ask us in writing to assist. If we agree in writing, we will carry out such checks as we consider reasonable and provide the results to you. You will make the final determination, and we will rely on it.

15.5 Reporting. We are professionally and legally obliged to keep your affairs confidential (as to which see also clause 12). However, where our Regulatory Obligations permit or compel us to do so, we may make disclosures to applicable regulators, tax authorities, and law enforcement. If we are compelled 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.

15.6 Sanctions. You will tell us if you or your Matter are in any way directly or indirectly affected by any sanctions. If you require advice on sanctions, then you will request this in writing. Our acceptance of you as a client, and our willingness to work on your Matter, are not advice that you and your Matter are not covered by sanctions and you must not rely on them as such. Where you ask us to conduct sanctions checks, we will charge £400 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 result of our advising you.

15.7 Costs of work for dealing with regulatory and related enquiries. We may require you to pay us for our time (at our default hourly rates) and expenses, in circumstances where, without fault on our part, we are compelled to respond to, or cooperate with, any notice, complaint, order, enquiry, or investigation pursued against or involving us, and brought by any law enforcement agency (or equivalent authority), or by any regulatory authority with jurisdiction over us, or by another person or entity connected with your Matter, provided the work we are compelled to do arises directly out of our involvement with your Matter (and notwithstanding whether that Matter has ended).

16. Undertakings

16.1 Undertakings are promises given by advocates and/or their firms. Undertakings given by advocates personally, and by unincorporated firms, can be enforced simply by the courts as part of their supervisory powers. Those given by incorporated firms cannot be enforced by the courts in the same simple way. All undertakings also carry a professional conduct obligation to comply. Our regulator, the Isle of Man Law Society, cannot enforce undertakings but it can, and does, discipline advocates and firms if they fail to comply with an undertaking. We give and receive undertakings commonly, when required, as part of acting for our clients.

16.2 In our absolute discretion, we may give an undertaking on your behalf. We are not liable for any loss or delay caused by our refusing to give a counterparty or their lawyers any undertaking they require. For certain undertakings, we may first require your express written authority in our usual format. 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; (b) take the necessary action to fulfil our undertaking; and (c) assume that any firm or person giving an undertaking to us will comply with their regulatory duties and thus the undertaking. If, additionally, you require a direct contractual obligation or personal liability from the giver of the undertaking, then you should tell us in writing upon receipt of our Engagement Letter. You should bear in mind that often the relevant contractual documents between you and the parties (although not their lawyers) may already contain very similar obligations and, further, that firms and individuals frequently refuse to give direct contractual or personal obligations. Any fixed fee assumes the reasonable cooperation of other parties and their lawyers in providing standard undertakings. If protracted negotiations or difficulties arise in obtaining an undertaking on reasonable terms, we may charge for the additional time spent in negotiating and agreeing those undertakings at our default rates.

17. Complaints

17.1 If you are dissatisfied with any aspect of our provision of the Services, then we suggest as a first step you raise this with the Director or Consultant who is dealing with the Matter. If for any reason you do not wish to do so, or if you are in doubt as to whom to contact in this regard, then you should make use of our Complaints Policy, a copy of which can be seen here https://keystonelaw.com/support/complaints-isle-of-man (and we can also make a copy available to you by other means, on request).

17.2 Conciliation service. If you are not satisfied with our handling of your complaint, then, subject to eligibility, you can ask the Isle of Man Law Society to consider the complaint.

17.3 Assessment of our charges. If you are unhappy about our charges, then, in addition to the remedies set out in our Complaints Policy, you may apply to court for an assessment of an invoice under Part III of the Isle of Man Advocates Act 1995 (an Act of Tynwald). There are strict time limits that apply to court assessments, and you may wish to seek independent legal advice in this regard.

18. Termination and suspension

18.1 Your rights to terminate. You may terminate this Agreement at any time by writing to us. If this is a joint Agreement, then any single client under the Agreement may do so. Termination under this clause takes effect on the earliest of our written acceptance of your termination or one clear working day after we receive your termination notice.

18.2 Our charges and termination. You will still have to pay for all work done before we receive your notice of termination or become aware that it has been terminated. Where we are engaged under a fixed fee, then on termination you will be liable to pay a reasonable and proportionate share of that fee, reflecting our work done and expenses incurred by us up to the date when the Agreement ends.

18.3 Automatic termination. Where an individual client dies, or a corporate client ceases to have legal personality, then that shall terminate this Agreement automatically and with immediate effect.

18.4 Our rights to suspend and terminate. We may suspend our provision of the Services or terminate this Agreement provided: first, we have a good reason to do so (see below); and second, we have given you reasonable notice of our intention to suspend or terminate (unless we are unable to provide such notice as a result of our Regulatory Obligations). “Good reasons” include any of the following: (a) you and we no longer have trust and confidence in each other on this, or any other, Matter; (b) your failure to pay our charges when due; (c) your failure to make a payment on account of our charges (under clause 4.14); (d) you have not performed your obligations under clause 11 (Client information and instructions); (e) our Regulatory Obligations compel us to suspend or terminate our provision of the Services; (f) your refusal to accept an increase to our hourly rates (under clause 4.6); (g) we reasonably believe our provision of the Services may not be in compliance with the letter or spirit of any sanctions laws; or (h) you enter any formal insolvency process.

18.5 Effect of termination. If we or you terminate this Agreement, then after termination (in the absence of a new expressly agreed engagement in writing) you will not be able to instruct us to act for you in any way and we will no longer owe you a duty of care. We may undertake further work for you and incur disbursements (for all of which you will pay and which are deemed in scope, notwithstanding clause 8.1) linked to ceasing to act for you or that we are otherwise professionally expected to undertake (for example, applying to the court to come off the record or handing over your Matter to you or your new advisers). These Terms will survive termination. If you require further assistance, we can discuss setting up a new engagement.

18.6 End of duties. Unless otherwise terminated, our engagement and our duty of care to you will end on the earliest of: (a) our finishing the scope of work set out in our Engagement Letter, (b) our confirmation to you that the Agreement is at an end, or (c) delivery of our final invoice to you.

19. Miscellaneous

19.1 Accepting service. Unless expressly agreed in writing, we do not accept service of documents by electronic means (and regardless of whether such documents are for us or for our clients).

19.2 Neither of us will be entitled to assign to any other person any right or obligation under this Agreement.

19.3 In the event of a transfer of all, or substantially all, of our business to another regulated law firm, you will provide your reasonable cooperation to enable that transfer and if, following our notification to you of such transfer, you continue to instruct that other firm, then that will amount to your acceptance of the termination of your ongoing matter(s) with us and the commencement of a new engagement with that other firm.

19.4 Suspension for causes beyond our reasonable control. If we are unable to perform any of our obligations under this Agreement as a result of a cause that is beyond our reasonable control, and that cause arises without fault on our part, then for the duration of that inability our obligation to perform is suspended and that inability shall not amount to a breach of this Agreement on our part.

19.5 Applicable law. Where required by Isle of Man law, Isle of Man law governs this Agreement, any future agreements with you, and any dispute or claim arising out of, or in any way connected with, this Agreement or those future agreements. 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 law of England & Wales, unless Isle of Man law requires that Isle of Man law govern them.

19.6 Jurisdiction. The parties irrevocably agree that only the courts of England & Wales and the courts of the Isle of Man have jurisdiction to settle any dispute or claim against us, our officers, and our Staff that arises out of or in connection with this and all future engagements or their subject matter or formation (including non-contractual disputes or claims). Notwithstanding this, not every jurisdiction recognises the law and judgments of the Isle of Man and of  England & Wales. Where we need to take action against you in such a jurisdiction, then, notwithstanding this term, we may bring proceedings in any court of competent jurisdiction or before any competent arbitrator.