Terms of Business

  1. Scope of Work

    1. These terms of business (“Terms of Business”) and the enclosed letter of engagement (“Letter of Engagement”) form our legal consulting services agreement and govern our engagement in relation to the matter with respect to which you have engaged us.
    2. In the Letter of Engagement and these Terms of Business, any reference to “we”, “us” or “Linkilaw” is the reference to Linkilaw Limited, a private company limited by shares registered in England under number 10007785 (“Linkilaw”). Your contractual relationship is with Linkilaw and not its shareholders, directors, employees, contractors, consultants, affiliates or shareholders, directors, employees, contractors or consultants of such affiliates.
    3. Accordingly, any duty owed to you under the Letter of Engagement and these Terms of Business (to the fullest extent permitted by applicable law) is by Linkilaw and not its shareholders, directors, employees, contractors, consultants, affiliates or shareholders, directors, employees, contractors or consultants of such affiliates. Any liability that may be incurred in relation to the matter with respect to which we have been engaged under the Letter of Engagement and these Terms of Business is (to the fullest extent permitted by applicable law) that of Linkilaw and not of its shareholders, directors, employees, contractors, consultants, affiliates or shareholders, directors, employees, contractors or consultants of such affiliates. Any claims under or in relation to the Letter of Engagement and these Terms of Business (to the fullest extent permitted by applicable law) shall be brought against Linkilaw and not against its shareholders, directors, employees, contractors, consultants, affiliates or shareholders, directors, employees, contractors or consultants of such affiliates.
    4. For the purposes of the Letter of Engagement and these Terms of Business, the term “affiliate” means, in relation to any person, any undertaking which, directly or indirectly, controls the person or is controlled by such person or is under common control with such person.
    5. Unless otherwise stated in the Letter of Engagement, you are our sole client for the purposes of the matter with respect to which you have engaged us. In other words, we do not by reason of this engagement represent any other persons or entities, including, for example, your holding companies, subsidiaries, affiliates, commonly controlled entities, controlling or other shareholders, members, directors, officers, employees, trustees, partners or joint venture parties, suppliers or franchisees, as the case may be. Accordingly, our work is conducted solely for your benefit.
    6. The scope of work that we have agreed to undertake for you is set out in the Letter of Engagement, relates only to the matters set out therein and any amendment or variation to that scope of work shall be effective only if done in writing and in accordance paragraph 11 of with these Terms of Business.
    7. Nothing in the Letter of Engagement or these Terms of Business or any document referred to therein or any action taken by us in connection therewith shall constitute us as your partner or agent for any purpose, nor shall authorise us to make or enter into any commitments for or on your behalf.
  2. Potential Conflicts of Interest

    1. You understand that Linkilaw may provide legal consulting services to a broad base of clients on a variety of matters. Accordingly, absent an effective conflicts waiver, conflicts of interest may arise that could adversely affect your ability and the ability of other clients of Linkilaw to choose Linkilaw as its legal consulting services provider and preclude Linkilaw from representing you or other clients of Linkilaw in pending or future matters. Given that possibility, we wish to be fair not only to you, but to our other clients as well. You understand and agree that we may represent other present or future parties on matters other than those for which we have or had been engaged by you, whether or not on a basis adverse to you.
  3. Access to Information

    1. You understand that Linkilaw may properly perform its duties and obligations under the Letter of Engagement and these Terms of Business only if provided full and accurate information about the matter in relation to which we have been engaged.
    2. We disclaim any liability for improper performance of our duties and obligations under the Letter of Engagement and these Terms of Business, nor could we guarantee or warranty any accuracy of our advice, if you fail to comply with the provisions set out in paragraph 3.1.
  4. Personal Data

    1. In acting for you, we may need to obtain, use, process and disclose personal data regarding you, your employees, agents, suppliers, contractors, affiliates and other individuals whose details you disclose or make available to us.
    2. Personal data is any data which relates to an identified or identifiable person, and may include sensitive personal data. You confirm, for yourself and on behalf of any other individuals whose personal data you disclose to us, that we are given specific consent to process this information for each of the following purposes: (i) for providing services to you, (ii) for procuring the provision of services by certain third parties to you, (iii) for updating and enhancing our client records, (iv) for management and marketing purposes, (v) for legal and regulatory compliance and (vi) for transmitting or making the personal data available to other service providers outside the European Economic Area. In the latter case, this may include to some countries that do not provide the same statutory protection for personal data as the UK.
    3. Individuals referred to above as to whom we process personal data may request details of the personal data held by us in relation to them. They may also ask us to amend, update or delete such personal data and in some circumstances may have a right to object to certain processing of their personal data. To exercise these rights they should contact our UK privacy officer. More information about the way in which we process personal data and your rights in relation to that processing can be found in our privacy policy, a copy of which has been made available to you separately.
  5. Confidentiality

      1. Subject to paragraph 5.2 of these Terms of Business, we shall treat as strictly confidential and shall not by any act or omission disclose to any other person or use or exploit commercially for our own purposes:
        1. any information of whatever nature concerning your business, finances, assets, liabilities, dealings, transactions, know how, customers, suppliers, processes or affairs received or obtained by us as a result of being engaged by you; and
        2. any information which you expressly indicate to be confidential;
    such information being referred to as “Confidential Information” (which includes written information and information transferred or obtained orally, visually, electronically or by any other means).
    1. We may disclose information which would otherwise be subject to the provisions of paragraph 5.1 of these Terms of Business, if and to the extent:
      1. it is required by any applicable law or enactment to which we are subject;
      2. it is required by any governmental authority to which we are subject or submit, wherever situated, whether or not the requirement for information has the force of law;
      3. it is disclosed on a strictly confidential basis to our professional advisers, lawyers, auditors, accountants, tax counsellors and bankers;
      4. it is disclosed on a strictly confidential basis to our shareholders, directors, employees, consultants, affiliates, or to shareholders, directors, employees or consultants of our affiliates
      5. the information has come into the public domain through no fault of our own;
      6. you have given us prior written consent to the disclosure;
      7. it is required to enable us to perform our obligations under the Letter of Engagement and these Terms of Business; or
      8. it is required to enforce our rights under the Letter of Engagement or these Terms of Business and a disclosure is required for the purposes of any legal proceedings in connection therewith.
    2. The restrictions contained in paragraphs 5.1 and 5.2 shall continue to apply after the termination of our engagement without limit in time, unless we agree otherwise in writing.
  6. Publicity

    1. We may indicate that we are working on the matter with respect to which you have engaged us, from time to time, as it deems appropriate, provided always that no specific details are given without your prior written consent. Following the completion of the matter with respect to which you have engaged us, and subject always to our general obligation of confidentiality, you agree that we may publicise or otherwise advertise our involvement in it, using such media as we deem appropriate. We will use reasonable endeavours to inform you of any such publicity or advertisement, in advance of its release.
  7. Communications

    1. Unless you inform us to the contrary, we may communicate with you in connection with any matter, including any matter that may qualify as Confidential Information under the Letter of Engagement or these Terms of Business, by whatever means we consider appropriate, including by email or other electronic communication over the internet, and with such persons we reasonably believe are authorised by you. However, you acknowledge that electronic communications are not secure or free from error or virus and we cannot provide any guarantees that such communications have been received, are complete and have not been intercepted or their content otherwise disclosed. We accept no liability in respect of any claim or loss arising in connection with such communications.
  8. Payments

    1. All fees and expenses charged by us in connection with our engagement and the terms of your payment obligations are set out in the Letter of Engagement.
    2. Any and all fees, costs, disbursements or other compensation or payments due to us under the Letter of Engagement and these Terms of Business are exclusive of VAT or other applicable taxes and levies. Where we are required to do so, VAT or other applicable taxes and levies will be charged on our fees, costs, disbursements or other compensation due to us under the Letter of Engagement and these Terms of Business, and you agree to pay us the full amount of each invoice.
    3. If you are required to make any withholding or deduction from payment under applicable law, the amount payable by you shall be increased so that the net amount paid is that which would otherwise have been received by us. You shall not withhold any payments owed to us or offset such payments against any claims against us, unless you have received a judgment from an English court in accordance with paragraph 14 of these Terms of Business.
    4. All fees and expenses charged by providers of services outside Linkilaw, including any fees of legal, accounting, tax or technical consultants, translators, real estate brokers, photographers, videographers and other service providers of services, will be paid by you and will not be our responsibility. Neither can we accept any liability for any services that they provide. Unless otherwise agreed in writing with you, arrangements will be made for such charges to be billed directly to you for settlement by you with the relevant service provider.
    5. Costs and disbursements will also be billed to you. These include items such as photocopying, long distance telephone calls, facsimile transmissions, business travel and accommodation expenses, messenger services, business meals and meeting expenses. We may bill you for travel expenses in advance, if they are likely to be significant.
    6. It is our practice to render invoices for its fees, costs and disbursements on a monthly basis. Invoices are payable on presentation and should be settled without delay. We reserve the right to charge interest in the amount equal to the base rate plus 5% per annum if all or part of an invoice remains unpaid after the settlement date.
    7. In the event of payment not being made promptly we reserve the right to cease our work for you, in which case the full amount of the work undertaken up to that date will be charged to you.
  9. Liability and Indemnity

    1. Our liability under the Letter of Engagement and these Terms of Business shall be limited as set out in this paragraph and elsewhere in these Terms of Business.
    2. To the maximum extent permitted by law, our total aggregate liability to you, whether for breach of contract, tort, including negligence and misrepresentation, breach of statutory duty or any other cause whatsoever and regardless of the form of the action arising out of or in connection with our engagement will be limited to the total amount of fees payable by you to Linkilaw. The existence of more than one claim will not enlarge this limit. If any other person is responsible and/or liable to you for these damages and losses, we will only be liable to you for the proportion of the damages and losses that a court allocates to us.
    3. To the maximum extent permitted by applicable law, we hereby expressly disclaim our liability arising out of or in connection with our provision of services under the Letter of Engagement or these Terms of Business for:
      1. indirect, consequential, special, exemplary damages or losses, or for any loss of profits or opportunity;
      2. any damages or losses arising from a cause that is beyond our reasonable control;
      3. any damages or losses arising from us relying on inaccurate or misleading information that you or your agents have given us, or you failing to give us relevant information; or
      4. any damages or losses arising from your breach of or failure to perform your obligations under the Letter of Engagement or these Terms of Business.
    4. The exclusions in paragraph 9.3 shall apply to the maximum extent permitted by law, but we do not exclude our liability for death or personal injury caused by our negligence, for any fraud or fraudulent misrepresentation, or for any other liability which may not be limited or excluded by law.
    5. You agree to indemnify, keep indemnified and hold harmless Linkilaw, our shareholders, directors, employees, consultants and contractors against and from all claims, demands, applications, actions, proceedings, orders, judgments, assessments, penalties, liabilities, damages, losses, interest, costs and expenses (including, without limitation, all fees and disbursements whatsoever of legal and other advisors) which we may suffer or incur as a result of your breach of the Letter of Engagement or these Terms of Business or any other damages or losses which we may suffer or incur as a result your actions or inactions or any actions or inactions of your shareholders, directors, employees, consultants and contractors.
  10. Duration and Termination

    1. Subject to paragraph 5.3 of these Terms of Business, the Letter of Engagement and these Terms of Business shall continue in full force and effect until Linkilaw and you agree in writing (which for this purpose does not include email) to terminate our engagement. We reserve the right to terminate our engagement unilaterally and to cease to provide any further services to you immediately in the event:
      1. you commit a material or repeated breach of your obligations under the Letter of Engagement or these Terms of Business;
      2. you fail to pay any amount due under the Letter of Engagement or these Terms of Business on the due date for payment;
      3. you cease to carry on your business or substantially all of your business, are unable to pay your debts as they fall due for the purposes of section 123 of the Insolvency Act 1986 or enter into a composition or arrangement with your creditors;
    2. any step is taken by any person to appoint a receiver, administrative receiver or manager in respect of the whole or a substantial part of your assets;
    3. of your liquidation (voluntary or otherwise), other than a genuine solvent reconstruction or amalgamation in which a new company assumes all of your obligations; or
    4. of an order made by a court of competent jurisdiction, or a resolution is passed, for your administration, or documents are filed with the court for the appointment of an administrator, or notice of intention to appoint an administrator is given by your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986).
    5. Notwithstanding the termination of our engagement under the Letter of Engagement or these Terms of Business, nothing shall relieve you from any liability or obligation in respect of any act or omission by you up to the date of termination of the Letter of Engagement or these Terms of Business, including specifically your payment obligations under paragraph 8 of these Terms of Business. In the event of the termination, you will remain liable for any outstanding payments due to us up to the date of the termination of our engagement.
  11. Variation and Waiver

    1. No waiver, variation, supplement, deletion or replacement however effected of the Letter of Engagement or these Terms of Business shall be effective unless it is in writing (which for this purpose does not include email) and signed by or on behalf of you and Linkilaw respectively.
    2. Any waiver or any right or default hereunder shall be effective only in the instance given and will not operate as or imply a waiver of any other or similar right or default on any subsequent occasion.
    3. Any delay by any person in exercising, or failure to exercise, any right or remedy under the Letter of Engagement or these Terms of Business shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any rights or remedy under the Letter of Engagement or these Terms of Business or otherwise shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
  12. Severability

    1. If at any time any provision of the Letter of Engagement or these Terms of Business shall be held to be illegal, void, invalid or unenforceable in whole or in part under any enactment or rule of law in any jurisdiction, then such provision shall:
      1. to the extent that it is illegal, void, invalid or unenforceable be given no effect and shall be deemed not to be included in the Letter of Engagement or these Terms of Business, and
      2. not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of the Letter of Engagement or these Terms of Business, or the legality, validity or enforceability under the law of any other jurisdiction of such provision or any other provision of the Letter of Engagement or these Terms of Business.
  13. Notices

    1. Any notice or other communication to be given to us under or in connection with the Letter of Engagement or theses Terms of Business shall be: (i) in writing in the English language, (ii) save where the notice is given by email, signed by you or on your behalf, and (iii) delivered personally by hand or courier (using an internationally recognised courier company) or sent by recorded delivery, by facsimile or by email to the following address and for the attention of our Managing Director: Linkilaw Limited, 105a Euston Street, London NW1 2EW, United Kingdom. You understand and acknowledge that in certain instances specified in these Terms of Business a notice by email shall not be permissible or valid.
  14. Governing Law and Jurisdiction

    1. The Letter of Engagement and these Terms of Business, any dispute or claim (including non-contractual claims or disputes) arising out of or in connection with the subject matter thereof (including any dispute regarding the existence, validity, formation, effect, interpretation, performance or termination thereof) and any transaction contemplated therein shall be governed by, and construed in accordance with, English law.
    2. You irrevocably agree to submit to the exclusive jurisdiction of the courts of England to settle any dispute or claim (including non-contractual claims or disputes) which may arise out of or in connection with the Letter of Engagement and these Terms of Business, the subject matter thereof (including any dispute regarding the existence, validity, formation, effect, interpretation, performance or termination thereof) or any transaction contemplated therein.
    3. You agree that any proceeding, suit or action arising out of or in connection with the Letter of Engagement and these Terms of Business, the subject matter thereof (including any dispute regarding the existence, validity, formation, effect, interpretation, performance or termination thereof) or any transaction contemplated therein shall be brought in the courts of England.