M&P Legal (“the Company”) Terms of Engagement

1. Parties

This agreement contains the terms of the contract made by your retainer of the company in this matter. The parties to the contract are M&P Legal (an incorporated legal practice) and [ ]. The parties to this contract hereby confirm that they agree that no duty of care arises between [ ] and any individual person at M&P Legal including, but not limited to, the directors of M&P Legal and/or any advocate or other employee or consultant of M&P Legal. Any causes of action arising out of this matter and/or services and advice envisaged by this contract are entirely restricted to the contracting parties. Please note that we do not provide tax or financial advice.

2. Your Instructions

The scope of our instructions is to advise on Isle of Man law in relation to [ ]. You confirm that aside from instructions received from you directly we may also act on any instructions we receive in this matter from any person who is authorised (or reasonably appears to be so authorised) to issue instructions to us on your behalf including lawyers acting for you in any other jurisdiction(s) and unless and until you notify us to the contrary such authority shall be without limitation. You agree that you will meet all costs and charges in connection with work which we undertake in this matter at the request of or on the instructions of any such authorised person(s).

3. Fees

3.1 The hourly rates agreed in this matter (net of VAT and disbursements) – [please contact us for prevailing rates].

Our fees are based on hourly rates (accrued in 6 minute units) in effect at the time the legal services are rendered. This means a task taking less than 6 minutes will be charged at the cost of a unit. The time taken for each task will be rounded up to the nearest multiple of six minutes. In litigation matters, the time spent by the lawyer in dealing with the matter will generally relate to taking instructions, reviewing documents and advising you on these, conducting correspondence, considering the facts and the law, drafting of documentation and preparation for and attendance at hearings on your behalf. Setting up a new file and conducting initial tasks are also charged as is noting up meetings and telephone calls to ensure we have clear notes on our file. Where appropriate the advocate over-seeing this matter may delegate certain tasks to other staff. Our rates are reviewed annually on 1 March but you will be notified of any increase in advance. If we are asked by auditors to comment on litigation or other legal matters relating to you, we shall levy a minimum fee to you of £95 plus VAT for an audit letter or certificate. Detailed information regarding the professional time expended and charged to you can be made available upon request.

3.2 For the sake of clarity, we confirm that your agreement to the above fees will constitute an agreement with us pursuant to the Advocates Acts 1874 to 1995. Under the Advocates Act 1995, unless the circumstances make it impracticable, you have a right to receive a written estimate of fees likely to be payable. Please let us know if you require such an estimate. 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. It is important that you sign and return to us as soon as possible.

3.3 We shall deliver invoices to you for the work already carried out during the conduct of this matter on an interim basis. This will enable you to budget for the costs as the matter progresses. Our invoices will be delivered monthly unless the activity on the matter does not justify such a frequency. In addition to payment of our fees, you shall be responsible for payment of all out of pocket costs, payments to third parties and incidental expenses (such as telephone, postage, photocopying and scanning charges) incurred in connection with our legal representation; such disbursements will be separately itemised on your invoice. You may pay our invoices by cash (if under £100), cheque, debit card, credit card or wire transfer, full details of which appear on our invoice. Our invoices are due and payable within 14 days of the invoice date. Interest at 8% per annum shall be charged thereafter. Details of this, and your right to seek assessment of our fees pursuant to section 23 of the Advocates Act 1995, are contained in our invoice. Should we have to take legal action to recover our fees from you, we shall claim as an indemnity the cost of our time in doing so and such amount shall be added to the amount owed by you and shall be recoverable in full as an indemnity above any fixed costs to which we may be entitled. The parties agree that, in the event that proceedings are issued by M&P Legal in relation to these terms/this agreement, then service of the same on you may, at our discretion, be by email at the email address used from time to time by you in your dealings with us and in accordance with rule 2.39 of the Rules of the High Court of Justice 2009.

3.4 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; 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.

3.5 It is our duty under the Advocates Act 1995 to alert you to the provisions in regard to legal aid and legal advice and assistance under the Legal Aid Act 1986. If your disposable income and capital fall below certain levels, you may be eligible for legal aid or legal advice and assistance. Please contact us if you wish to discuss this further. Additionally, we strongly suggest you check your household, car and other insurance policies to ascertain if you hold legal costs insurance which may cover our fees. Even if you have no such policy, an “after the event” legal costs insurance policy can sometimes be purchased. If you want us to assess availability in this case then please let us know.

3.6 If we hold money on your behalf then in accordance with the Advocates Accounts Rules from time to time in force we will account to you for interest or a sum in lieu of interest calculated at the rate from time to time payable on our client account held at Barclays Bank, Isle of Man. We will not pay a sum in lieu of interest if the interest amount is £50 or less calculated over the whole of the period during which cleared funds are held in our client account but shall retain such sum to contribute to our administrative and banking expenses. We may apply interest and sums in lieu of interest towards settlement of any unpaid invoice delivered to you or hold the same on account of work in progress. It is your responsibility to declare to your relevant tax authority any client account interest paid to you.

3.7 Should we pay money received from you into our client account, we assume no obligation to you in respect of any amounts which you may be entitled to receive from us over and above the obligation we incur as trustee of such monies. Accordingly, we accept no liability for any loss suffered by reason of the insolvency of any bank or building society with whom the firm’s client account is maintained.

3.8 Unless you request in writing to the contrary, we shall hold any client money received from you on the firm’s client account with Barclays Bank, Isle of Man. From time to time our bank may require to see the client due diligence documents you provide to us (see paragraph 7 below) and any further information they may require to comply with Manx regulatory compliance law. By agreeing these terms you consent to us disclosing such documents to the bank when requested.

4. Guarantee of payment

If you are a professional law firm instructing us from outside this jurisdiction, then the following terms shall apply.

4.1 We regard your firm as our client in this matter.

4.2 We shall look to you for payment of our fees.

4.3 You undertake to pay our fees accordingly, regardless of whether you are in funds from your client.

4.4 It is your circumstances which govern whether VAT is chargeable on our fees not those of the parties you may be representing in this matter.

5. Confidentiality

You entrust your instructions to us in complete confidence. The directors and staff of this practice are all specifically trained in observing confidence. You should let us know immediately if there are particular confidentiality requirements we should observe in corresponding or communicating with you, such as telephoning in advance of faxing or marking correspondence strictly private and confidential. Although it is highly unlikely, there are circumstances in which this practice may be required to make disclosure of certain client information. Such a situation could occur if this practice was ordered to do so by a Court of competent jurisdiction or when failure to make such disclosure would render this practice liable to sanction in any other territory.

6. Communications by e-mail

Unless we receive written instructions to the contrary, you authorise us to communicate with you by e-mail. You acknowledge that we do not operate any system of encoding or encryption or digital verification of e-mails transmitted from our offices and that consequently the confidentiality of any e-mails once transmitted across any telecommunications network outside our offices is entirely beyond our control. You agree that you will not hold us liable for any direct or indirect loss or damage howsoever arising if any e-mail sent or received by us in this matter is accessed by or disclosed or otherwise published to any unauthorised party.

7. Due Diligence

This practice operates on and demands from its clients the utmost integrity. Before we enter a business relationship with you we are obliged by Manx law to satisfy our due diligence procedures. We must obtain documentary evidence of your identity and of the source of funds tendered to us where money belonging to a client is held or managed by us, when we are asked to act as trustee, to form bodies corporate and to undertake investment business. In all other cases we reserve the right to require such documentation and assurances as we consider necessary from you in order to satisfy our procedures. The enclosed page which is entitled “Identification of Clients”, sets out the information and documentation that we require from you. We trust you will not find these requirements inconvenient.

Where standard client due diligence procedures are deemed adequate to meet the relevant legal requirements there will be a minimum standard administration charge levied of £70.00 plus VAT. If enhanced due diligence procedures are necessary a charge will be made based on our time incurred, at the hourly rates set out in paragraph 3.1. Any work carried out by administrative staff in respect of the enhanced due diligence procedures shall be charged at £75.00 per hour plus VAT and disbursements will be levied in relation to the time spent in undertaking and completing such procedures. Where applicable law and regulations require us to conduct an independent search of public databases a disbursement search fee of £10.00 plus VAT per search will be levied. We are required by Manx law to monitor and review the due diligence we hold in respect of our clients. As and when it becomes necessary or appropriate to undertake a compliance review a further £35 plus VAT administration charge will be levied in addition to any enhanced due diligence work at the above hourly rate.

Notwithstanding the above your agreement to retain this firm and to be bound by these terms of engagement commences upon the date upon which you sign these terms or when you provide instructions to us following receipt of these terms, whichever first occurs.

8. Destruction and Data Protection

We will store files and other papers relating to your matters either physically or electronically for a minimum period of six years after completion of the matter following which we may destroy them without further notice to you. This does not apply to storage of documents of title or deeds or wills retained by us pursuant to your instructions. All electronic data is stored in a private cloud environment and is held on the Isle of Man at all times; by instructing us you hereby accept that M&P Legal shall not be held liable for any cyber crime or related interventions that risk the security of the cloud-held data. In accordance with the Data Protection Act 2018, our Privacy Policy can be found on our website or a copy can be requested from our Data Protection Officer. You agree that in the event that we are requested by you or a third party to retrieve from storage your files or papers you will pay us a fee of £95 plus VAT to cover our administrative expenses of retrieval.

9. Indemnity

It is hereby agreed between us that the liability of M&P Legal is limited to the extent of the professional liability insurance cover carried by us from time to time. The current limit of liability is £10 million but that amount might be different at the time of any claim. You hereby agree that limiting our liability in this way is reasonable in the circumstances of your instructions to us in this matter; that it is reasonably practicable for you to obtain advice from an alternative source; that you have access to independent advice as to the reasonableness of our limitation of our liability; and that in all the circumstances you agree that the nature and extent of your instructions to us in this matter and the possible practical consequences make it appropriate for you reasonably to agree to the imposition of such a limitation of liability on the part of M&P Legal.

10. Complaints

If you are at all dissatisfied with our services, kindly raise any such concerns with any of the directors of this practice. This practice has a complaints policy and procedure which will be instigated where appropriate.

11. Joint and Several Obligations

Where our client for the purposes of these instructions is more than one person or entity, all obligations owed and all liability incurred by each client hereunder shall be on a joint and several basis. Further, the instruction of one person or entity shall be sufficient authority without us having to check instructions from the other person(s) or entity(ies).

12. Law and Jurisdiction

This agreement shall be governed by the law of the Isle of Man. The Manx Courts shall have exclusive jurisdiction over any dispute or claim arising in connection with your retainer of this practice.

Please contact us if you disagree with or do not understand any part of these terms. Otherwise, we look forward to receiving a signed copy of these terms and if appropriate the requested retainer from you at your earliest convenience to signify acceptance of our terms. On receipt of this we can commence our representation. If you do not return this letter but continue to instruct us this shall be your deemed acceptance of the terms contained in this letter.

Our acceptance of you as our client will be reliant upon us satisfying our due diligence procedures and we reserve the right to terminate or decline to accept this relationship should our due diligence requirements not be met or should you not comply with your obligations hereunder.

M&P Legal