Terms of Business

Corporate Terms of Business – effective July 2024

Cains Advocates Limited (in these terms of business referred to as “we”, “us” and “our”) is an incorporated legal practice registered in the Isle of Man with company number 9770V and has its registered office at Fort Anne, Douglas, Isle of Man, British Isles, IM1 5PD. We seek to provide the highest quality service to our clients and to that end it is important that clients and their advisers are aware of the basis on which our service is provided and the terms on which it is carried out. If at any time you have any doubt as to any aspect of the service or the basis on which it is being carried out, please immediately raise the issue with the lawyer responsible and/or the supervising director responsible for the matter.

The following terms and conditions are incorporated into any instructions which we accept (except to the extent that changes are expressly agreed with you in writing); you should consider them carefully and raise any queries you have as soon as possible.

INTRODUCTION

Scope of Engagement

1.1 The scope of our engagement in relation to each matter will be as agreed between you and us from time to time in writing.

1.2 Our advice will be based on our understanding of the relevant statutes, case law and practice as at the time it is given. Any subsequent changes in law and practice may therefore affect our conclusions. Unless we have specifically agreed with you to do so, we will be under no obligation to update our advice for any subsequent changes in the law or practice.

1.3 We will not advise you on the direct or indirect taxation laws of the Isle of Man or any other jurisdiction unless this is specifically agreed in writing with you. We do not advise on non-legal matters, such as questions of accounting treatment.

Client Relationship

1.4 On acceptance of instructions in relation to a particular matter and throughout the duration of such instructions, we will treat you as our client.

1.5 Unless you have specifically retained us to act for you in all matters and subject to any conflict of interests (as to which, please see further below), we are not precluded in any other circumstances from acting for another party in any transaction or litigation with which you are associated.

1.6 Unless otherwise agreed specifically in writing, we maintain the right to decide on the course to be adopted in the handling of any matter and the appropriate personnel to undertake the work.

Authority

1.7 Unless instructed otherwise, we shall assume that we are authorised to accept instructions from any person who we reasonably believe to have been authorised by you to give instructions to us (this will include, in the case of a body corporate, any of your directors, officers and employees) and that we may act on instructions given orally.

1.8 Where we are instructed by joint parties, we will be entitled to rely on the specific instructions of any one of such joint parties.

Instructing other Parties

1.9 If we instruct any adviser to act on your behalf, we will not be responsible for any act or omission on the part of such adviser, by itself, its servants, agents or by others engaged by that adviser to act on your behalf. We will agree their appointment with you in advance and exercise reasonable care in our selection and instruction of them. Unless otherwise agreed, you will be directly responsible for their fees.

1.10 Where we are asked to recommend the services of another adviser or service provider, we will do so in good faith, but without liability and without warranting the ability or standing of that person or firm.

Additional Services

1.11 We, or any company which is a holding or subsidiary company of ours or which is under common control with us with respect to some or all of its/our shareholders (each, a “Group Company”), may offer various specific services such as company administration, but will act in such a capacity only under specific terms agreed in advance in writing which will apply in addition to the terms of business set out herein; in the event of any conflict, the specific terms will prevail.

CONFLICTS

2.1 We have procedures designed to prevent our acting for one client in a matter where there is, or could be, a conflict with the interests of another client. If you are or become aware of a possible conflict, please raise it immediately with the lawyer responsible for the matter in question or any director. If a conflict of this nature arises, you agree it will be up to us, taking account of all applicable rules, best practice and your and the other client’s interests and wishes to decide whether we should act for both parties, for one only, or for neither.

2.2 We represent many other companies and individuals. It is possible that, during the time we are representing you, some of our current or future clients will be involved in transactions or litigation with which you are associated. By retaining us now, you agree that we may continue to represent, or undertake in the future to represent, existing or new clients in any matter, even if the interests of such other clients in such matters are directly adverse to yours, but only on the following terms: absent your explicit consent, we will undertake such matters for other clients only if we conclude in good faith, taking account of all applicable rules, that we can properly represent the interests of each client.

FEES, BILLING, PAYMENT TERMS AND MONEY ON ACCOUNT

Fees

3.1 Our fees are generally (but not exclusively) calculated by reference to time spent by fee earners dealing with the matter. This includes advising, attending on you and others, considering documentation, correspondence, research, telephone calls, travelling and waiting time. The level of charge will reflect the level of personnel involved, the complexity and value of the relevant matter, the level of responsibility and the degree of urgency. Fixed fee or other arrangements will apply where specifically agreed with the client.

Expenses

3.2 Disbursements such as search fees (including fees charged to us by Cains Professional Services Limited, a service provider which provides company search, charge filing and other services to us), couriers, travelling, research, all costs in engaging other advisers and all out- of-pocket expenses incurred on your behalf will be payable by you and may be invoiced at the time they are incurred. You will reimburse us for costs and charges of other counsel, notaries, experts and accountants (or similar providers of services), whom we have engaged to provide services on your behalf. We may ask for a sum on account of these expenses from you before they are incurred. An amount equal to 4% of the fees invoiced will be charged as a disbursement to cover general expenses (including: compliance, photocopying, printing, scanning, telephone and postage).

Estimates

3.3 Any estimate as to the total of our fees is given only as a guide on the basis of the information then known to us and may not be regarded as a definite quotation unless otherwise agreed. We will endeavour to revise an estimate given if it becomes clear that the level of charge is likely to vary substantially.

Fee Rates

3.4 Fee rates will be subject to periodic review, normally (but not exclusively) on an annual basis, and may be changed from time to time to reflect competitive conditions, inflation and other factors at our discretion. Unless otherwise agreed with you, you agree that any such changes will apply to any matters then being handled by us for you. You will receive notice of the revised rates no later than upon delivery of our first bill that includes the new rates.

Billing Frequency

3.5 You will normally be invoiced on a monthly basis unless contrary agreement is reached with you in writing. Payments on account of anticipated fees may be requested.

Taxes

3.6 All fees and expenses chargeable under clauses 3.1 and 3.2 above are (where applicable) subject to VAT or similar taxes in addition.

3.7 Our bills are payable in full without any set-off, condition or counterclaim and free and clear of all deductions or withholdings. If you are required by law or otherwise to make any deduction or withholding from any payment in respect of our bills then the gross amount payable by you will be increased so that, after any such deduction or withholding, the net amount received by us will not be less than the amount that we would have received had such deduction or withholding not been required.

Terms of payment

3.8 Bills are payable within fourteen days of the date of issue unless specifically agreed by us in writing. In the event of non-payment within fourteen days of issue (or such other period as is specifically agreed in writing), we will be entitled (i) to charge interest at a rate per annum equal to 2 per cent over Lloyds Bank base rate from time to time and (ii) not to carry out any further work for you on any matter until the outstanding amounts have been paid and/or to terminate our engagement.

Currency

3.9 Bills will ordinarily be denominated in Pounds Sterling. If we agree to issue a bill in a currency other than Pounds Sterling, we will convert our fees into the relevant foreign currency using our internal rate of exchange, and our calculation shall be final and binding in the absence of manifest error.

3.10 Bills should be paid in the currency in which they are denominated, save with our prior agreement. If bills are not settled in that currency, we reserve the right to ask you to account for any shortfall caused by converting the payment into that currency.

Transfer and Transmission of Funds

3.11 You must bear all costs of transmitting payments in respect of our bills to us, which should therefore be made gross of all bank or agent’s charges.

Available Funds

3.12 Where funds belonging to you are received by us (for example in property transactions or in settlement of a judgment obtained in your favour) then we reserve the right to (and you hereby agree that we may) deduct our charges and expenses from those funds without any other approval or notification.

Liability for Costs

3.13 Where another party has agreed to pay your costs, or where some costs may be recoverable in litigation, or from your insurers, the responsibility to meet our fees and expenses in a timely fashion nevertheless remains yours regardless of any arrangements with or rights against other parties or any court order or anticipated order.

Client Funds

3.14 Client funds are maintained at all times in our clients’ accounts and interest may be earned thereon for the benefit of the client, depending upon the amount in question and/or the time that it is held.

3.15 You warrant and represent that all funds transferred to us by you or on your behalf have been lawfully acquired and not derived from or otherwise connected with any unlawful activity (including breach of any tax or exchange control provisions). If we have any doubts as to the source of funds we may be bound by law to notify the authorities.

3.16 You will not request us to take any action whatsoever in relation to the client funds held on your behalf so as to contravene any law or regulation in force from time to time in the Isle of Man or in any other place whatsoever and we reserve the right not to comply with a request which in our view could result in such contravention.

Remuneration from Third Parties

3.17 We, or any Group Company shall be entitled to retain any benefit arising from any arrangements with third parties relating to your instructions (whether direct or indirect) and including but not limited to commissions, fees or any other form of remuneration. We will disclose to you upon request details of any remuneration that we receive in connection with your instructions.

ABORTIVE WORK AND TERMINATION OF INSTRUCTIONS

4.1 You can ask us to stop working on a matter at any time by writing to us. We can also cease work on a matter by writing to you, but will only do this when there are good reasons for our ceasing to work on the matter including, without limitation, if you do not pay a bill, if you fail to pay money on account (if requested) or if you refuse or fail to comply with anti-money laundering or anti-bribery due diligence requirements as provided in clause 11 below.

4.2 If work which we have undertaken for you does not proceed to a conclusion or if you withdraw your instructions, we will charge for all work done up to the point the relevant matter becomes abortive together with all disbursements paid on your behalf. In such circumstances we will also be entitled to charge for work done and all costs and disbursements associated with the orderly termination or the transfer of such work to another professional adviser.

COMMUNICATION

5.1 Unless you inform us to the contrary, we may communicate directly with those individuals (being members of your staff or your other advisers) we consider appropriate and who we reasonably believe are involved with the relevant matter and can assist in the provision of our services from time to time.

5.2 Unless otherwise instructed, we will assume that you consent to us communicating with you and your other advisers about the matter(s) upon which we are instructed by e-mail (including in relation to confidential information). However, you accept the risks associated with e-mail communications including, but not limited to, viruses, interception, delivery failure and unauthorised access.

5.3 Both you and we agree to use commercially reasonable procedures to check for commonly known viruses in information sent and received electronically, whilst acknowledging that such procedures cannot be a guarantee that transmissions will be virus free.

5.4 We will not be responsible for any loss arising by reason of a failure of a communication to or from us (howsoever transmitted or dispatched) to reach its intended destination, or for any interference or interception made of any communication in transit, or if transmitted by unauthorised persons whether or not resulting from an act or omission on our part.

DATA PROTECTION

6.1 Unless the context otherwise requires, words and phrases in this clause 6 shall have the meaning given to them by the Isle of Man Data Protection Act 2018, the Data Protection (Application of GDPR) Order 2018 and the GDPR and LED Implementing Regulations 2018 (as applicable) (the “Data Protection Law”) irrespective of the place of residence of any relevant individuals.

6.2 Both during the course of acting for you and afterwards, we process personal data you have provided to us. Your personal data includes information about you and any matter in relation to which you have engaged us, such as:

information establishing your identity (for example, name, address, phone number, date of birth, etc.) and publicly available information (and this may include information relating to your family and associates of your family members); and
where you are a corporate client or where relevant to your organisational structure, the details we hold about persons with an interest in you, including shareholders, partners, trustees, settlors, protectors, beneficiaries, staff and corporate contacts.

6.3 We may collect and confirm your information during the course of our relationship with you and will only process personal data in accordance with the Data Protection Law. We may obtain this information from a variety of sources including from you, from arrangements you make with or through us, from consulting public registers, from open source information and from other sources, as is necessary for the provision of our legal services.

6.4 Where we collect sensitive personal information about you, generally, we only collect this type of information if it is necessary to provide you with a specific service and you have consented to that collection, for example, where we have been appointed to look after your affairs, we are in possession of a Power of Attorney or where we gather dietary requirements when inviting you to hospitality events.

6.5 We process your information for the following purposes (amongst others):

to verify your identity;
to facilitate or otherwise assist in the provision of any service provided under these terms of business, pursuant to the performance of our contract;
to process as a controller personal data concerning our clients and contacts in other ways for our own business purposes (for example, but not limited to, issuing invoices, recovering a debt, client management, archives, conflict checks, assessing and managing our operations and risks, and bringing or defending any dispute or litigation concerning the services provided to you);
to meet our regulatory and/or legal and/or financial and/or other reporting obligations in the Isle of Man or in any other jurisdiction (as applicable);
to comply with laws, regulations, or court orders in any jurisdiction (whether or not the same are strictly binding or capable of being enforced against us); and
to prevent or detect fraud, money laundering, terrorist financing or other criminal conduct (including, without limitation, compliance with our internal know your client, anti-money laundering and gifts, hospitality and anti-bribery policy).

6.6 We will, where appropriate, use third party service providers and processors appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and other similar services for the purpose of providing our services to you.

6.7 We will hold and keep a record on our computer database or paper file of any information obtained from or about you in the course of our relationship and we may use our systems and/or resources and/or specialist employees, consultants or contractors to allow for certain efficiencies including operating and managing systems, systems back-up and data recovery, risk evaluations, know your client procedures to verify client identity and anti-money laundering screening. This may result in certain parts of your information including personal data and sensitive personal data being transmitted through or stored or processed in other jurisdictions which may be outside the Isle of Man and also being subject to the laws of those jurisdictions whether or not those jurisdictions have equivalent or adequate data protection standards compared to the Isle of Man. In this event, we shall endeavour to ensure that your information, including any personal data, is protected to the standards which we apply in the Isle of Man. We will transmit your personal data as described above to support provision of the legal services which you have requested.

6.8 We may share personal data with other legal or professional advisers used by us to provide you with legal services.

6.9 In connection with any of the purposes described above, and any other legitimate processing of personal data, information may be shared with independent contractors both inside and outside the Isle of Man.

6.10 We will only retain the information gathered for as long as we consider it to be necessary, having regard to relevant laws and regulations, including those relating to record keeping and limitation periods in the Isle of Man. Such information may be retained after the matter has been closed and for client identification purposes in accordance with our record keeping policy.

6.11 We will retain information obtained during the course of our instruction to act for you in accordance with our document retention procedures.

6.12 For additional information, please review the privacy notice on our website: https:// www.cains.com/privacy-notice/.

6.13 By accepting these terms of business you understand that we will obtain, store and process information about you as described in this clause 6 and in accordance with our privacy notice on our website. If you provide us with personal data concerning other individuals (such as a client, spouse or civil partner) you confirm that, prior to providing us with that personal data, you have obtained their express consent to our collection and processing of their personal data as described in these terms of business, and can demonstrate this to us if requested. Where you are a corporate client you confirm this in respect of each individual whose information you provide to us (such as a director or beneficial owner).

6.14 In the event that you communicate with us using email or by other electronic means, you understand that we may monitor email or other electronic traffic to gather information for the purposes of security, statistical analysis and systems development.

DUTY OF CARE AND CONFIDENTIAL INFORMATION
Duty of Care

7.1 In relation to your instructions, we will owe you the normal duties owed by a lawyer to his client, including a duty of care and a duty of confidentiality, subject to any overriding legal requirements.

7.2 If general advice is provided, the applicability of the advice to a particular circumstance would depend on the particular circumstances in which it is to be used (of which we may not be aware) and should be viewed accordingly.

Confidential Information

7.3 All information regarding your business and affairs will be kept confidential by us at all times save for the purpose of instructing and dealing with other advisers acting on your behalf, if it is already in the public domain, or where you instruct us to disclose information, specifically or by implication, to a third party. In certain circumstances, however, we may be required to make a disclosure and/or produce certain information to courts or authorities in connection with your affairs. To the extent that we are permitted to do so, we will endeavour to notify you in advance of any such required disclosures.

7.4 We assume that information you give or otherwise disclose to us which is subject to confidentiality obligations owed by you to a third party has not been given and/or disclosed to us in breach of those obligations.

7.5 You agree that we may share confidential information with any Group Company and with our insurers.

THIRD PARTIES

8.1 All information and advice of whatever nature given by us to you is for your sole use and shall not, without our prior written consent, be published, disclosed or made available to third parties (except your other professional advisers, but without creating any duty or liability to them on our part or on the part of any of our associated entities), save as required by law or regulation or as agreed to by us in writing.

8.2 Any provision in these terms and conditions that benefits a Group Company (whether expressly or by implication) may be enforced by such Group Company, notwithstanding that it is not a party hereto.

8.3 Subject as provided in clause 8.2, these terms of business are enforceable only by you and us and no other person is intended to be protected by our obligations to you or to have the benefit of or be able to enforce any term of our engagement with you.

INTELLECTUAL PROPERTY RIGHTS

9.1 We retain the copyright and all other relevant intellectual property rights in our work products but you will have a licence to use and make copies of the documents, reports, written advice or other materials we prepare for the particular purpose for which they were prepared but not further or otherwise (unless expressly agreed with us).

9.2 Without prejudice to the generality of clause 9.1, if you wish to publish or otherwise reproduce any part of the information or advice given by us to you, our prior written consent (which will not be unreasonably withheld) must be obtained.

10. STORAGE OF PAPERS AND DOCUMENTS

10.1 You agree that we may store documents and papers electronically.

10.2 After completing any matter on your behalf we are entitled to retain all your papers and documents while there is money owing to us for our charges and expenses. Subject to this we will retain our files of papers (except for any of your papers which you ask to be returned to you) for a minimum of 6 years from the completion of the matter, after which they will be destroyed in accordance with our document destruction policy. We will not destroy documents you ask us to deposit in safe custody but we will make a charge to cover our costs.

10.3 We will not generally charge for retrieving papers or documents from storage, except in cases where a fee earner’s time must be spent reviewing documents in order to comply with your instructions with respect to retrieval or storage, in which case we may make a reasonable charge for such services.

Safe Custody

10.4 We will keep all deeds and documents which we consider appropriate, or where we are requested by you to do so, in our safe custody facilities. These facilities are carefully regulated and controlled. We do not normally accept items of value such as jewellery and bearer certificates into our safe custody facilities.

10.5 Our safe custody facilities are designed to limit the possibility of unauthorised access or damage by fire. In the absence of gross negligence, we accept no responsibility for any deeds or documents held in safe custody that are damaged or lost as a result of theft, fire or water damage.

11. ANTI-MONEY LAUNDERING
Responsibilities

11.1 We have various responsibilities under applicable legislation and regulations, including, without limitation, those relating to anti-money laundering and anti-bribery.

Acting in accordance with these responsibilities

11.2 You accept that we have such responsibilities and authorise us to take such acts as we consider appropriate to comply therewith (including anti-money laundering disclosures) and agree that any bona fide action taken by, or omission on our part pursuant thereto or in connection therewith, shall not constitute a breach of contract or render us liable in respect thereof.

Indemnity

11.3 You agree to indemnify us in respect of all liabilities arising in connection with such compliance as is mentioned in sub-clause 11.2.

Provision of Information for the purposes of Anti-money Laundering and/or Anti-Bribery Legislation

11.4 You accept that we have responsibilities to “know our client” and you agree to provide us promptly with such information and documents as we may request from time to time. You agree that, in the event that you refuse or fail to comply with this obligation, we may, by written notice, forthwith suspend our obligations under, or terminate, our relationship with you.

11.5 The work which we have to do to identify you in accordance with our statutory and professional obligations is part of our work on a matter, and will be charged for, including any disbursements incurred, in the normal way.

12. LIMITATIONS AND EXCLUSIONS OF LIABILITY

12.1 In addition to any other limitation agreed with you (and subject to professional rules) our liability for any claim in respect of services provided to you (whether in contract, negligence or otherwise) shall be limited to the proportion of the total of all damage, including costs, which may be fairly attributed to us having regard to any contribution to such loss or damage by any other person.

12.2 In line with other professionals, our liability to you, and to anyone else who we have agreed may rely on our advice to you, shall be subject to a reasonable financial limit (a cap). Unless otherwise agreed in writing, the amount of the cap shall be a sum equal to the greater of (i) the amount of professional indemnity insurance that we are required by the Isle of Man Law Society to maintain from time to time and (ii) £5 million. The cap is a maximum aggregate liability in respect of all claims in contract, tort or otherwise arising out of the performance of our obligations, unless otherwise specifically agreed. It will not apply to any liability for our fraud, dishonesty or reckless disregard of professional obligations or to any liability which cannot be lawfully or reasonably excluded.

12.3 Where you have instructed us jointly with someone else and/or we have agreed that someone else may rely on our advice to you, the cap will represent our total liability to all of you. It will be a matter for you or, in the absence of agreement, a court or an arbitrator to decide how that sum should be divided. You will need to bear this in mind when considering whether to instruct us jointly and in asking us to permit someone else to rely on our advice to you.

13. FORCE MAJEURE

We shall not be liable where the performance or prompt performance of this contract is prevented or affected by circumstances beyond our control.

14. AUDIT OF CLIENTS

We and our associated companies will assist in the preparation of the annual audit of clients by providing on request information about any liabilities to us or our associated companies for unpaid invoices or work in progress, by commenting on our awareness or otherwise of any claims threatened or pending or by providing lists of deeds and documents held by us or our associated companies. We reserve the right to charge for responding to audit letters or similar requests on a more frequent than annual or semi-annual basis.

15. RESOLVING COMPLAINTS

If you would like to discuss how the service to you could be improved, or if you have any complaint whatsoever in relation to any service provided by us, this should be immediately referred to the supervising director responsible for the matter and/or our managing director. You also have the right to make a complaint to the Isle of Man Law Society.

16. PUBLICITY

Unless you expressly tell us otherwise, you agree that we may make general reference to our representation of you from time to time in marketing and related materials. You agree that we may also disclose to third parties that we are acting or have acted for you on a matter if information about that matter is in the public domain or if you specifically consent to such disclosure. This may include providing information to legal directories, who may wish to contact you for your opinion on our services and, in the absence of objections, we assume this is acceptable.

17. GENERAL

17.1 These terms of business supersede any earlier terms of business we may have agreed with you.

17.2 If there is a conflict between these terms of business and any specific terms agreed with you in relation to an individual matter, then the specific terms will prevail.

17.3 It may be necessary to amend these terms and conditions from time to time. We will notify you of any proposed changes and, unless we hear from you to the contrary within 14 days following such notification, the amendments and/or new terms will come into effect from the end of that period.

17.4 If any provision of our agreement with you is invalid or unenforceable for any reason that shall not affect the remainder of our agreement with you.

18. GOVERNING LAW AND JURISDICTION

These terms of business and (where applicable) our letter of acceptance of instructions shall be governed and construed in accordance with the laws of the Isle of Man and you hereby agree to submit to the nonexclusive jurisdiction of the Isle of Man courts in connection therewith and further waive the right to object to an action brought in the Isle of Man courts on the basis of an action brought in an inconvenient forum.

ACCEPTANCE

The terms and conditions set out above (or as modified by agreement in writing) will apply in respect of all services actually provided by us, whether or not there shall be in existence any written or other express acceptance.

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Litigation Terms of Business – effective July 2024

RESPONSIBILITY OF WORK

1.1 I will be responsible for the day to day conduct of the matter and I will keep you fully informed of the current status of the proceedings.

1.2 From time to time it may prove necessary to involve other fee earners. We will notify you of this if the involvement of another fee earner is or is likely to be significant.

1.3 If there is any aspect of our service with which you are unhappy please contact Robert Colquitt as the Head of Cains’ Litigation Department. You also have the right to complain to the Isle of Man Law Society.

1.4 Unlike England, the Bar in the Isle of Man is a fused profession and this firm will meet your requirements for both barrister and solicitor services (save in complex cases where it may be necessary for you to instruct English Counsel in addition to ourselves; we will of course assist you in relation to the selection and instruction of English Counsel as required).

THE ROLE OF THIS COMPANY

2.1 Please advise us in writing by return if you disagree with our understanding of your instructions.

2.2 Any advice given to you is for your benefit only and solely relates to this action. You will only be advised on matters on which we are specifically instructed. You may not assign the benefit of and/or any rights arising under, this agreement.

2.3 Please note that we do not provide advice as to any actual or potential taxation issues that do or may arise as a consequence of the outcome of any legal proceedings in which we are instructed. We recommend that you obtain independent taxation advice if you have any concerns in this respect.

2.4 Our advice will be based on our understanding of the relevant statutes, case law and practice as at the time it is given. Any subsequent changes in law and practice may therefore affect our conclusions. Unless we have specifically agreed with you to do so, we will be under no obligation to update our advice for any subsequent changes in the law or practice.

2.5 Unless instructed otherwise, we shall assume that we are authorised to accept instructions from any person who we reasonably believe to have been authorised by you to give instructions to us (this will include, in the case of a body corporate, any of your directors, officers and employees) and that we may act on instructions given orally.

2.6 Where we are instructed by joint parties, we will be entitled to rely on the specific instructions of any one of such joint parties.

2.7 If we instruct any adviser to act on your behalf, we will not be responsible for any act or omission on the part of such adviser, by itself, its servants, agents or by others engaged by that adviser to act on your behalf.

2.8 Where we are asked to recommend the service of another adviser or service provider, we will do so in good faith, but without liability and without warranting the ability or standing of that person or firm.

FEES CHARGED AND DISBURSEMENTS

3.1 Cains’ fees are calculated principally by reference to the time spent by the fee earners dealing with the matter. The hourly charge reflects the level of personnel and responsibility involved and the complexity, value and urgency of the matter.

3.2 The hourly rates are exclusive of VAT and disbursements. Specific disbursements will include court fees, search fees, photocopying, delivery and courier charges and travelling expenses together with any applicable VAT thereon. In addition, an amount equal to 4% of the fees involved will be charged as a general disbursement, to cover general expenses associated with a matter, including compliance, administrative support, printing, scanning, telephone and call services where not specifically charged.

3.3 Court fees are prescribed by Orders issued by the Isle of Man Government and from time to time the fees prescribed may be increased. Court fees are charged for, amongst other things, commencing a claim or counterclaim, issuing an application or filing an appeal. Court fees will usually be recoverable from the other side if you are successful and the other side agrees or is ordered to pay your legal costs. The Court will also charge a fee in respect of any formal assessment by the Court of the amount of costs recoverable under any award of costs, part of which fee must be paid up-front and is non-refundable. Further details of the Court fees charged in the Isle of Man may be viewed at the Isle of Man Courts of Justice website (www.courts.im/fees/). We reserve the right to obtain from you money on account for disbursements before they are incurred.

3.4 Attached at Appendix A is a schedule of the hourly rates of fee earners in the Litigation Department. Kindly note that my current standard hourly rate is £[x]. Where we involve other colleagues from Cains from different departments, we will endeavour to notify you of their applicable rates.

3.5 Other applicable rates which may be charged are:

3.5.1 Special features e.g. work at weekends, late night meetings, travel overseas, etc. may warrant an increased hourly rate or premium.

3.5.2 In addition to the Senior Litigation Clerk’s time, charges may be made for the provision of extra litigation support services that may be required, including but not limited to making practical arrangements in respect of court hearings/trials (e.g. transportation requirements, accommodation arrangements, witness arrangements and bespoke IT requirements).

3.6 Fee rates will be subject to periodic review, normally (but not exclusively) on an annual basis in July. Our fee rates may be changed from time to time to reflect competitive conditions, inflation and other factors at our discretion. Unless otherwise agreed with you, you agree that any such changes will apply to any matters then being handled by us for you. You will receive notice of any revised rates via delivery of our bills in or after each July, that includes the new rates.

3.7 Our bills are payable in full without any set-off, condition or counterclaim and free and clear of all deductions or withholdings. If you are required by law or otherwise to make any deduction or withholding from any payment in respect of our bills then the gross amount payable by you will be increased so that, after any such deduction or withholding, the net amount received by us will not be less than the amount that we would have received had such deduction or withholding not been required.

3.8 Bills will ordinarily be denominated in Pounds Sterling. If we agree to issue a bill in a currency other than Pounds Sterling, we will convert our fees into the relevant foreign currency using our internal rate of exchange, and our calculation shall be final and binding in the absence of manifest error. Bills should be paid in the currency in which they are denominated, save with our prior agreement. If bills are not settled in that currency, we reserve the right to ask you to account for any shortfall caused by converting the payment into that currency.

3.9 Where another party has agreed to pay your costs, or where some costs may be recoverable in litigation, or from your insurers, the responsibility to meet our fees and expenses in a timely fashion nevertheless remains yours regardless of any arrangements with or rights against other parties or any court order or anticipated order.

3.10 You warrant and represent that all funds transferred to us by you or on your behalf have been lawfully acquired and not derived from or otherwise connected with any unlawful activity (including breach of any tax or exchange control provisions). On receipt of all funds we must be satisfied as to the source of these funds. If we have any doubts as to the source of funds we may be bound by law to notify the authorities.

3.11 You will not request us to take any action whatsoever in relation to the client funds held on your behalf so as to contravene any law or regulation in force from time to time in the Isle of Man or in any other place whatsoever and we reserve the right not to comply with a request which in our view could result in such contravention.

FEES INFORMATION

Any estimate as to total fees can only be given as a guide on the basis of the information which is known at that time. We are obliged to provide you with an estimate wherever possible but in matters of litigation it is always difficult to provide a reliable estimate given that the progress of the case depends upon the conduct of the opponent. By signing this letter without specifically requiring an estimate you are expressly waiving any obligation on our part to provide a written estimate of fees.

Please feel free to request an estimate at any time during the conduct of your case and we will endeavour to assist as to the same.

AGENCY

For the avoidance of doubt, if we are instructed as your agent on the basis that you are acting on the instructions of a third party, our terms of engagement are not dependent or conditional upon the terms of any agreement you may have with the third party unless otherwise agreed.

DATA PROTECTION

6.1 Unless the context otherwise requires, words and phrases in this clause 6 shall have the meaning given to them by the Isle of Man Data Protection Act 2018, the Data Protection (Application of GDPR) Order 2018 and the GDPR and LED Implementing Regulations 2018 (as applicable) (the “Data Protection Law”) irrespective of the place of residence of any relevant individuals.

6.2 Both during the course of acting for you and afterwards, we process personal data you have provided to us. Your personal data includes information about you and any matter in relation to which you have engaged us, such as:

6.2.1 information establishing your identity (for example, name, address, phone number, date of birth, etc.) and publicly available information (and this may include information relating to your family and associates of your family members); and

6.2.2 where you are a corporate client or where relevant to your organisational structure, the details we hold about persons with an interest in you, including shareholders, partners, trustees, settlors, protectors, beneficiaries, staff and corporate contacts.

6.3 We may collect and confirm your information during the course of our relationship with you and will only process personal data in accordance with the Data Protection Law. We may obtain this information from a variety of sources including from you, from arrangements you make with or through us, from consulting public registers, from open source information and from other sources, as is necessary for the provision of our legal services.

6.4 Where we collect sensitive personal information about you, generally, we only collect this type of information if it is necessary to provide you with a specific service and you have consented to that collection, for example, where we have been appointed to look after your affairs, we are in possession of a Power of Attorney or where we gather dietary requirements when inviting you to hospitality events.

6.5 We process your information for the following purposes (amongst others):

6.5.1 to verify your identity;

6.5.2 to facilitate or otherwise assist in the provision of any service provided under these terms of business, pursuant to the performance of our contract;

6.5.3 to process as a controller personal data concerning our clients and contacts in other ways for our own business purposes (for example, but not limited to, issuing invoices, recovering a debt, client management, archives, conflict checks, assessing and managing our operations and risks, and bringing or defending any dispute or litigation concerning the services provided to you);

6.5.4 to meet our regulatory and/or legal and/or financial and/or other reporting obligations in the Isle of Man or in any other jurisdiction (as applicable);

6.5.5 to comply with laws, regulations, or court orders in any jurisdiction (whether or not the same are strictly binding or capable of being enforced against us); and

6.5.6 to prevent or detect fraud, money laundering, terrorist financing or other criminal conduct (including, without limitation, compliance with our internal know your client, anti-money laundering and anti-bribery and corruption policies).

6.6 We will, where appropriate, use third party service providers and processors appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and other similar services for the purpose of providing our services to you.

6.7 We will hold and keep a record on our computer database or paper file of any information obtained from or about you in the course of our relationship and we may use our systems and/or resources and/or specialist employees, consultants or contractors to allow for certain efficiencies including operating and managing systems, systems back-up and data recovery, risk evaluations, know your client procedures to verify client identity and anti-money laundering screening. This may result in certain parts of your information including personal data and sensitive personal data being transmitted through or stored or processed in other jurisdictions which may be outside the Isle of Man and also being subject to the laws of those jurisdictions whether or not those jurisdictions have equivalent or adequate data protection standards compared to the Isle of Man. In this event, we shall endeavour to ensure that your information, including any personal data, is protected to the standards which we apply in the Isle of Man. We will transmit your personal data as described above to support provision of the legal services which you have requested.

6.8 We may share personal data with other legal or professional advisers used by us to provide you with legal services.

6.9 In connection with any of the purposes described above, and any other legitimate processing of personal data, information may be shared with independent contractors both inside and outside the Isle of Man.

6.10 We will only retain the information gathered for as long as we consider it to be necessary, having regard to relevant laws and regulations, including those relating to record keeping and limitation periods in the Isle of Man. Such information may be retained after the matter has been closed and for client identification purposes in accordance with our record keeping policy.

6.11 We will retain information obtained during the course of our instruction to act for you in accordance with our document retention procedures.

6.12 For additional information, please review the privacy notice on our website: https://www.cains.com/privacy-notice/.

6.13 By accepting these terms of business you understand that we will obtain, store and process information about you as described in this clause 6 and in accordance with our privacy notice on our website. If you provide us with personal data concerning other individuals (such as a client, spouse or civil partner) you warrant and confirm that, prior to providing us with that personal data, you have obtained their express consent to our collection and processing of their personal data as described in these terms of business, and can demonstrate this to us if requested. Where you are a corporate client you warrant and confirm this in respect of each individual whose information you provide to us (such as a director or beneficial owner).

6.14 In the event that you communicate with us using email or by other electronic means, you understand that we may monitor email or other electronic traffic to gather information for the purposes of security, statistical analysis and systems development.

MONEY ON ACCOUNT

7.1 This is a matter on which we require a “retainer” payment on account of costs and disbursements before progressing further. Once all of the information required as part of our anti-money laundering and countering the financing of terrorism procedures has been provided by you we will forward our bank details into which the sum of £[ ] should be paid. The monies may be paid into an interest-bearing account depending on the amount in question and the time it is held.

7.2 We reserve the right to use the retainer to satisfy any outstanding bills (as to which please see 8 below). On each and every occasion that the retainer monies are applied in part or in full for such a purpose, we require from you within 14 days payment to replenish the retainer.

7.3 We will not be responsible for any loss due to any mistake or failure by our bank, or by reason of the insolvency of our bank, and/or the loss by our bank of any necessary licence, authorisation or permission required to carry on banking or deposit-taking activities under applicable law. “Insolvency” includes without limitation entering a voluntary arrangement for a composition of debts, the appointment of a liquidator or provisional liquidator, the making of a winding up order, the passing of a resolution for voluntary winding up, the appointment of an administrator or administrative receiver (or anything analogous to any such event under the laws of any applicable jurisdiction) and/or the inability or failure of the institution to pay its debts, including any balance on our client account(s), as they fall due and/or otherwise become payable for any reason.

MONEY ON ACCOUNT

7.1 This is a matter on which we do not require at this stage a “retainer” payment on account of costs and disbursements before progressing further. However, we reserve the right to ask for a reasonable retainer payment at any stage and if so requested, the sum should be paid to our bank (details to be provided, as necessary) where it may be paid into an interest-bearing account depending on the amount in question and the time it is held.

BILLING

8.1 You will be invoiced at regular intervals (usually monthly) in respect of the work done for the relevant period. Each bill although marked as an interim bill is to be regarded as final for the period to which it relates. Any monies to be sent to us to settle an invoice should be sent to our office account, details of which will be included within the invoice. We will provide a breakdown of the work undertaken in respect of any period billed, if requested and if not already provided.

8.2 If you have any query about your bill, please contact the person responsible for the matter or our accounts department immediately.

TERMS OF BUSINESS

9.1 Bills are to be settled within 14 days. If there is any reason why this will not be possible please notify me immediately. Subject to any agreement to the contrary, should any bill remain unpaid after 14 days then we reserve the right to:

(i) terminate our instructions; and /or

(ii) transfer sufficient funds from the retainer (see 6 above) to satisfy the outstanding account; and /or

(iii) suspend any further work for you on any matter until payment is received from you to satisfy the outstanding account and to replenish the retainer (if necessary).

9.2 In addition, interest will be charged on any outstanding account at the rate of 2% per annum above the prevailing base rate at Lloyds Bank International until the account is paid.

9.3 You can ask us to stop working on a matter at any time in writing to us. We can also cease work on a matter, by writing to you, but will only do this when there are good reasons for our ceasing work on the matter including, without limitation, if you do not pay a bill, if you fail to pay money on account (if requested), if you fail to provide us with adequate instructions and information to continue to represent you, if you fail materially to act in accordance with our advice, if circumstances arise or develop connected with our engagement whereby we consider ourselves to be professionally or commercially embarrassed or prejudiced or if you refuse or fail to comply with anti-money laundering due diligence or any other due diligence requirements which by law we may be requested to undertake.

9.4 If our retainer is terminated for any reason by either party then we reserve the right to charge a reasonable fee in connection with any instruction received to transfer the files in this matter to another law practice or otherwise. In the event we are instructed by you and / or your representatives to complete the transfer of files and documents etc and at the time of the instruction you have failed to pay a bill or bills, we reserve the right, without any liability arising to us as to the consequences of such retention, to withhold the transfer of files and documents etc to you (or your order) until such time as payment is received in full.

9.5 We also reserve the right to charge you for work relating to our coming off the record at Court in the event of such termination, including but not limited to our time spent and the Court application fee.

RECOVERY OF COSTS FROM ANOTHER PARTY

10.1 If you instruct us to act for you in relation to a dispute with another party and you are successful, the other party may agree or be ordered to pay your costs. Whilst we would assist with the recovery of such costs, it would not affect your primary liability to pay our fees in accordance with the terms outlined above.

10.2 If after payment by you of your outstanding accounts, all (or any part) of those fees are recovered from the other party, they will be remitted to you. In the absence of the other party agreeing a costs figure that is to be paid to you, you should be aware that the amount of costs that the Court will order to be recovered from the other party is likely to be less than the amount of costs incurred by you to us. As a rough guide normally only 60% of costs are recoverable; however, higher recovery percentages are sometimes obtained.

10.3 It should be noted however that, even if you are successful in your case and your opponent is ordered to pay you damages and costs, your opponent may have insufficient assets to pay all or any part of such damages and costs to you. This is a risk in all types of litigation but the result to you would be that you would remain liable for our fees at all times and you would not be able to recover the same from your opponent.

10.4 Conversely, should you fail in your case against your opponent, then you may be ordered by the Court to pay the costs of your opponent. Such costs would need to be paid in addition to our own fees.

DOCUMENTS

11.1 It is important that we have access to all (i.e. copies, drafts or otherwise stored in hard copy form or on computer, video, CD-ROM or other media) papers, documents and correspondence which relate to the issues in this matter which are in your possession or control so that we can advise you fully and present the best possible case on your behalf.

11.2 In addition, in the event that you instruct us to bring or defend legal proceedings before the Isle of Man High Court, you have a continuing obligation to the Court to disclose non-privileged documents, files and media to your opponent during and after the Disclosure process. More details as to your specific obligations are set out in the separate Disclosure Summary, accompanying this letter; in short, you must take steps to immediately locate, secure and retain such documents, files and media.

11.3 Files and other papers relating to your matters will be stored for such time as we believe reasonable or for such time as we are required by law to do so. Ordinarily we shall retain your files and other papers for a period of not less than six years after the completion of the matter / the rendering of our final bill. After the relevant retention period has expired, we reserve the right to destroy any files or other papers without further notice to you. This applies to all files and papers other than title documents, deeds, wills and similar items which you specifically ask us to keep in safe custody.

COMMUNICATION

12.1 Unless otherwise instructed in writing, we will assume that you consent to us communicating with you, members of your staff and your other advisers about the matter(s) upon which we are instructed by email (including in relation to confidential information) we consider appropriate and who we reasonably believe are involved with the relevant matter and can assist in the provision of our services from time to time. However, you accept the risks associated with email communications including, but not limited to, viruses, interception, delivery failure and unauthorised access.

12.2 We will not be responsible for any loss or damage arising by reason of a failure of a communication to or from us (howsoever transmitted or dispatched) to reach its intended destination, or for any interference, interception, redirection, copying or reading made of any communication in transit, or if transmitted by unauthorised persons whether or not resulting from an act or omission on our part.

12.3 We shall not be responsible for the effect on any hardware or software (or any loss or damage arising from any such effect) of any emails or attachment which may be transmitted by us.

12.4 Unless you ask us, we shall not be required to encrypt or password-protect any email or attachment sent by us.

12.5 Unless otherwise directed by you, we will use whatever mode of communication appears appropriate in the circumstances, which may include electronic mail or messaging, and video conferencing facilitated by third parties/apps. You agree to accept the risks of using all methods of electronic communication, including, but not limited to, the risks of viruses, interception and unauthorised access (including, but not limited to, access to documents stored on or uploaded to data rooms or similar systems).

ANTI-MONEY LAUNDERING

13.1 Cains is required to comply with the Anti-Money Laundering and Countering the Financing of Terrorism Code 2019 (as varied or replaced from time to time “the Code”). The Code imposes a legal obligation upon Cains to “know its clients” in certain circumstances. We operate a policy of strict compliance with the Code’s requirements.

13.2 When the Code applies to our relationship with you or whenever we hold any money on your behalf in our client account, we are required to obtain certain information about you and to verify your name and address (and, if applicable, the name and addresses of any person(s) who may be your beneficial owner(s)) and to record the source of any funds held in our client account, which are to be used as part of any transaction in which we are involved on your behalf or which are to be used to pay our fees. In this respect, we will initially ask you for the information which under the Code we are required to collect from you and one of my colleagues may then contact you if we need to obtain any documentation to verify the information. The Code states that, save for exceptional circumstances, we must verify your identity before we start work on these instructions and therefore we will deal with these procedures as quickly as possible – in this respect we would be grateful if you would assist us in providing the required information and documents without delay. We appreciate that these procedures may be inconvenient, however we are required to comply with the Code and should we not receive all the information requested we will be required by law to cease acting on this matter.

JURISDICTION

This Agreement shall be governed by and interpreted and construed in accordance with Isle of Man law and the parties submit to the exclusive jurisdiction of the Isle of Man Courts.

LIMITATION AND EXCLUSION OF LIABILITY

15.1 In addition to any other limitation agreed with you (and subject to professional rules) our liability for any claim in respect of services provided to you (whether in contract, negligence or otherwise) shall be limited to the proportion of the total of all damage, including costs, which may be fairly attributed to us having regard to any contribution to such loss or damage by any other person.

15.2 In line with other professionals, our liability to you, and to anyone else who we have agreed may rely on our advice to you, shall be subject to a reasonable financial limit (a cap). Unless otherwise agreed in writing, the amount of the cap shall be a sum equal to the greater of (i) the amount of professional indemnity insurance that we are required by the Isle of Man Law Society to maintain from time to time and (ii) £5 million. The cap is a maximum aggregate liability in respect of all claims in contract, tort or otherwise arising out of the performance of our obligations, unless otherwise specifically agreed. It will not apply to any liability for our fraud, dishonesty or reckless disregard of professional obligations or to any liability which cannot be lawfully or reasonably excluded.

15.3 Where you have instructed us jointly with someone else and/or we have agreed that someone else may rely on our advice to you, the cap will represent our total liability to all of you. It will be a matter for you or, in the absence of agreement, a court or an arbitrator to decide how that sum should be divided. You will need to bear this in mind when considering whether to instruct us jointly and in asking us to permit someone else to rely on our advice to you.

16. FORCE MAJEURE

We shall not be liable where the performance or prompt performance of this contract is prevented or affected by circumstances beyond our control.

AUDIT OF CLIENTS

PUBLICITY

VARIATION

It may be necessary to amend these terms and conditions from time to time. We will notify you of any proposed changes and, unless we hear from you to the contrary within 14 days following such notification, the amendments and/or new terms will come into effect from the end of that period.

CONFLICT OF INTEREST

We have procedures designed to prevent our acting for one client in a matter where there is, or could be, a conflict with the interests of another client. If you are or become aware of a possible conflict, please raise it immediately with the lawyer responsible for the matter in question or any director. If a conflict of this nature arises, you agree it will be up to us, taking account of all applicable rules, best practice and your and the other client’s interests and wishes to decide whether we should act for both parties, for one only, or for neither.

We represent many other companies and individuals. It is possible that, during the time we are representing you, some of our current or future clients will be involved in transactions or litigation with which you are associated. By retaining us now, you agree that we may continue to represent, or undertake in the future to represent, existing or new clients in any matter, even if the interests of such other clients in such matters are directly adverse to yours, but only on the following terms: absent your explicit consent, we will undertake such matters for other clients only if we conclude in good faith, taking account of all applicable rules, that we can properly represent the interests of each client.