Standard Terms of Business and Privacy Notice

Updated October 2024

Schillings combines legal, intelligence, cyber and advisory skills to protect clients’ reputation and privacy.  Our integrated teams consist of lawyers in a number of related disciplines, intelligence officers, cyber security specialists, strategy consultants and ex-military planners. The Matter Mandate describes the scope of services we are providing to you and it is possible these services will be made up of a combination of Regulated and Unregulated Activities.

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KEY FACTS

Regulated and Unregulated Activities

“Regulated Activities” means legal advice. These activities are regulated by the SRA.

“Unregulated Activities” means consulting advice, such as risk consulting, intelligence and cybersecurity. These activities are not regulated by the SRA.

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We are committed to providing the same high level of service in respect of all our services, regardless of whether they are regulated or unregulated.

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Legal Professional Privilege

Legal Professional Privilege protects communications which contain confidential information provided for the purposes of seeking or receiving legal advice. If legal advice is not being provided by us, legal professional privilege will not apply to communications between you and us or any disclosure you may make to us.

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Our Fees

We are aware that clients are becoming increasingly interested in alternative billing arrangements. To meet this demand, Our Fees are based on one of three models: Project Fee, Retainer Fee or Hourly Charge Rates. These billing models are described in more detail both in the Client Engagement Letter and in Section 7 of the Terms of Business.

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Professional Indemnity Insurance and Limitation of Liability

We have Indemnity Insurance policies in place for all our services and are insured against any loss or damage caused by our negligence up to the limit of £10,000,000. You expressly agree to limit any single claim which you have against this Firm arising from any one matter to such limit of £10,000,000. This limit applies per matter irrespective of the number of clients instructing us.

Please see Section 10 for further details of these policies and limitations of liability. If you wish to see a copy of our insurance policy documents these are available in hard copy at our offices.

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Complaints

A copy of our full Complaints Procedure is available on our website, at https://www.schillingspartners.com/info/complaints-handling-procedure.  Key points are noted in these Terms of Business at Section 13.

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Privacy Statement

Please find our full Privacy Statement at Appendix 1 of this document. This Statement explains how and when we will collect data from you and in what circumstances we will share that data.  Please note that by signing and returning the Matter Mandate you consent to the processing of personal information as set out in the Privacy Statement.

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Introduction

This document explains the terms that will govern our relationship with you and the basis on which we will provide services to you. It, together with the Client Engagement Letter and Matter Mandate, is a legally binding contract between you and us. These documents are collectively referred to as the Agreement.  In the event of any ambiguity, conflict or inconsistency the terms set out in the Mandate will take precedence. Schillings is a trading name of Schillings International LLP and any references to “Schillings” or “we” or “us” or “our” or “the Firm” or “this Firm” mean Schillings International LLP. References to “Schillings Network” mean the entities described in Section 1 below.

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If any terms of this Agreement are not clear or are not acceptable to you, please notify us immediately.

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1. Regulatory status and relationship and engagement with the Schillings Network

Schillings International LLP is a limited liability partnership registered in England and Wales with registration number OC398731. Schillings International LLP is an Alternative Business Structure authorised and regulated by the Solicitors Regulation Authority.

A list of members of Schillings International LLP is available for inspection at our registered office at 12 Arthur Street, London, EC4R 9AB.

Schillings Ireland LLP is a limited liability partnership registered in the Republic of Ireland, regulated by the Law Society of Ireland under firm number F11151 and authorised by the Legal Services Regulatory Authority to operate as a limited liability partnership under number 1262644.

Schillings Ireland LLP is a limited liability partnership registered in the Republic of Ireland, regulated by the Law Society of Ireland under firm number F11151 and authorised by the Legal Services Regulatory Authority to operate as a limited liability partnership.

Schillings International (USA) LLP is a registered limited liability partnership organised and existing under the laws of the State of Delaware, United States of America, whose principal place of business is 1101 Brickell Avenue, South Tower, 8th Floor, Miami, FL 33131 and whose attorneys are registered as foreign legal consultants in the State of Florida.

Schillings Communications LLP is an unregulated limited liability partnership, which is a subsidiary of Schillings International LLP registered in England and Wales with registration number OC445763.

Schillings Critical Risk Limited is an unregulated limited company, which is a subsidiary of Schillings International LLP, registered in England and Wales with registration number 11308220.

Legendary LLC is based at 5152 N. Edgewood Dr. Ste. 280, Provo, UT 84604.  Legendary is partly owned by Schillings International LLP and is unregulated.  Schillings International LLP receives a financial benefit from work it refers to Legendary pursuant to a written agreement.

Each entity is a separately constituted legal entity working together as part of a closely integrated international network, and providing client services in accordance with the relevant laws of the jurisdictions in which they respectively operate.

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2. Our Client

Unless the Agreement says otherwise, we are being engaged by, and will represent only you and not any parent, subsidiary or affiliated entities or persons.

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3. People Responsible for your Work

The partner (or other employee or consultant with equivalent standing and qualifications) with overall responsibility for your matter will be assisted, where appropriate, by other fee-earners.

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4. Your Role

You can help us to do our best for you in a variety of ways. These include:

• Tell us as soon as reasonably practicable if you have any special needs relating to the service you wish to receive, if your circumstances or expectations change or if any advice we have given is unclear.

• Promptly supply all reasonably required information and assistance where required by us or which you would reasonably expect to be relevant to us to perform the Services.

• Keep us fully informed of any developments and information which comes to your notice and which might have a bearing on the provision of services to you and to the best of your ability ensure that all information provided by you to is accurate and complete.

• Tell us in writing of any changes to your contact details, whilst you are a client of the Firm, as we may need to contact you urgently.
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5. Communications

We may communicate with you (or your nominated authorised representatives) by post, telephone, email or any other electronic means (including SMS or instant messaging) as may be convenient in order to provide services to you from time to time. Please note we do not communicate by fax.

Whilst we will take all reasonable and practical steps to ensure confidentiality you acknowledge that these means of communication (particularly by electronic means) are not necessarily secure. By signing or accepting the Agreement you agree to our communicating by such means in delivering services to you.

If you do not wish to communicate with us by electronic means, please advise the person with overall responsibility for your matter in writing. We will then take all reasonable and practicable safeguards to communicate with you by other means, whilst maintaining confidentiality.

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6. Client Due Diligence

We are required by law to carry out checks to verify the identity of our clients. As far as practicable, we will undertake these checks using an electronic identification service. These sources use credit reference information and will leave a footprint on your file but this is not a credit check and will not affect your credit rating.  For further information about how we use your personal information, please see Appendix 1.

In some circumstances we may ask you to produce suitable evidence of your identity and, where applicable, that of your company, trust, association or other organisation, before we work on your behalf.

In certain circumstances and only where agreed with you in advance, we reserve the right to charge you for time spent conducting enhanced due diligence, including but not limited to your source of funds or source of wealth or establishing the position with regard to any connections you may have to sanctioned persons or entities.  In those circumstances the outcome of the due diligence exercise may be that we decline to act for you on your matter.

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7. Costs Information

In this section, the following expressions will be used in the context of the meanings set against them:

• “Fee Model” means the type of billing arrangement that will apply to your matter.

• “Our Fees” means our charges to you for our services in this matter and any ensuing costs assessment.

• “Disbursements” means any costs or expenses paid or to be paid to a third party on your behalf (including any VAT element).

• “Office Expenses” relate to any other costs or expenses paid or to be paid to a third party as part of delivering our overall service to you, separate to Our Fees.

• “Your Regulated Costs” means Our Fees and Disbursements specifically for Regulated Services.

• “Your Unregulated Costs” means Our Fees and Disbursements specifically for Unregulated Services.

• “Your Costs” means all Fees, Disbursements, and Office Expenses.

• “Your Opponent’s Legal Costs” means all fees, Disbursements, success fees, insurance premiums and any other related costs incurred on this matter and any ensuing costs assessment by your opponent if any.
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7.1. Our Fees and Your Costs

The Matter Mandate sets out the details of the applicable Fee Model for your matter and the scope of the services we will be providing.

Disbursements and Office Expenses will be charged in addition to any Retainer Fee, Project Fee or Hourly Rate fee unless otherwise agreed.

Our standard base currency for billing our fees is in £ sterling.   If we are required to bill in a foreign currency, then a margin will be applied to our fees to ensure that we are covered against any foreign exchange loss.  The same margin will be applied to any disbursements or expenses incurred on your behalf in a foreign currency.

When acting on behalf of a private company, we may require a director and/or controlling shareholder to sign a form of personal guarantee in respect of Your Costs. If such a request is refused, then subject to our professional responsibilities we will be entitled to stop acting and to require immediate payment of Your Costs incurred by us up to that date.

We may charge you for time and expenses incurred responding to legal or regulatory obligations to disclose information about you or your matter to a 3^rd party, including but not limited to Data Subject Access Requests.  We may charge you for our time spent in responding including collating, reviewing and redacting documents, considering and applying any exemptions available, and corresponding with the data subject.

We do not, as a matter of policy, undertake Conditional Fee Agreement (“CFA”) work (no win, no fee), or work that is publicly funded. You may be eligible for public funding for legal services or wish to engage a solicitor who undertakes work on a conditional fee basis. If that is the case, please contact the Law Society at 113 Chancery Lane London WC2A 1PL, telephone 0207 242 1222, fax 0207 831 0344 who will be able to supply you with a list of alternative solicitors.

We reserve the right to undertake publicly funded matters or cases on a CFA, in rare and exceptional cases at our absolute discretion and in any case only in relation to regulated activities.

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7.2. Fee Models

Project Fee

We can charge on a Project Fee basis for work where limited and, typically, immediate and/or specific action is to be taken. We will agree with you at the outset the Project Fee for the work to be undertaken.

We usually request staged payments of the Project Fee or will invoice you monthly. We will discuss this with you at the start of the project and we will set out the agreed arrangements in the Matter Mandate.

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Retainer Fee (non-contentious matters only)

The exact nature of the work covered by the Retainer Fee will be detailed in the Matter Mandate. We will charge you for work outside the scope of the Retainer at our Hourly Charge Rates (see below), unless it is agreed that additional work can be undertaken on a Project Fee basis.

The initial period of the Retainer will usually be three months (the trial period) to enable both parties to assess whether or not the level at which the Retainer has been set is appropriate. The rate will subsequently be reviewed at a review meeting at the end of the trial period and thereafter at least annually and adjusted, as appropriate, either upwards or downwards, for the ongoing period.

You will be invoiced in advance on a monthly, quarterly or annual basis as stated in the Matter Mandate.

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Hourly Charge Rates

Our Fees will normally be based on the time we spend on your behalf. This is charged on an hourly basis and the rates that apply will be determined by the hourly rates of the fee earners engaged on that aspect of your matter. The current hourly rates for the members of the team dealing with your matter will have been set out in the Matter Mandate. We will charge you at those rates for the time they work on your case unless we amend the hourly rates.

From time to time, but at least annually, we review the hourly rates. We will notify you in writing of any changes.

Time spent on your affairs will include but is not limited to: meetings; considering, preparing and working on papers; correspondence; making and receiving telephone calls and any time spent travelling and waiting.

Where appropriate Your Costs may include Counsel’s fees, which may be significant. Where possible, we will discuss significant Disbursements and, in particular, Counsel’s fees, before they are incurred. In urgent matters, this may not always be possible.

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7.3. Costs Estimates

We aim to provide an initial estimate of Our Fees for dealing with the preliminary anticipated work on your matter or part of your matter. This initial estimate is included in the Matter Mandate and is based on our understanding of your immediate instructions only.

We shall endeavour to notify you if this estimate is likely to be exceeded, before any resulting addition to Your Costs is incurred.

Please note that a costs estimate does not set in any way an upper limit on Your Costs and is not intended to be binding.

We will give you estimates of Our Fees as the matter progresses. Such estimates of Our Fees, unless expressly indicated, will not include Disbursements, Expenses or VAT.

We will provide, on request, an estimate of the potential total amount of Your Costs up to the conclusion of your matter. However, we ask you to note that we cannot guarantee that any such estimate will be accurate because that part of Your Costs arising from unforeseen additional work which becomes necessary cannot be known in the early stages.

It is difficult to make estimates in very urgent matters where the level of Your Costs is, in part, dictated by the other side’s conduct, further instructions from you and unforeseen circumstances. Your Costs may vary from estimates given, for example, due to unexpected difficulties or if your requirements or the circumstances significantly change during the course of the matter. In such circumstances, we will keep you informed and will review the situation with you.

At any point in the matter and especially in those circumstances where a reasonably precise estimate cannot be given, we can upon your request either agree with you a set limit or a stage, or agree a review date (or dates) to examine the position of Your Costs with you.

Should you elect to set a limit or a stage, wherever possible we shall always aim to agree to this, and confirm that agreement in writing, but any such limit or stage must be realistic in relation to the work to be done. Once such a limit or stage is reached, we will contact you again (unless such limit or stage shall by then have been varied) and cease all work. We will resume work upon being authorised by you in writing to incur further additions on your behalf to Your Costs.

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7.4. Litigation

7.4.1. Your Costs and Your Opponent’s Costs

It is important you understand that you are responsible for paying our invoices in full, regardless of any costs order made against an opponent.

Even if you are successful in litigation, the Court may not order your opponent to pay all or part of Your Regulated Costs, or your opponent may not have the resources to pay.

If you are successful on some but not all of your claim, the Court may order that you only recover part of Your Regulated Costs. The Court may make a percentage-based or issues-based order for costs; if this happens, you will still be responsible to us for all of Your Regulated Costs and will have to pay any outstanding balance.

Any order for costs, if made in your favour, will usually be for “costs to be assessed if not agreed”. The recoverable costs are assessed by a Costs Judge if not agreed (this is called a Detailed Assessment of Costs). These costs are not assessed on the same basis as between a solicitor and client. If any costs are reduced on assessment you will be still be responsible to us for all of Your Regulated Costs and will have to pay any outstanding balance. You will also be responsible for paying to us Your Regulated Costs incurred in any such assessment.

You will be responsible for paying Your Costs incurred in any assessment of costs where we seek to recover such costs as the Court has ordered your opponent to pay.

If the other party has legal aid, you may not recover any of Your Regulated Costs. This can happen even if you win the case. In these circumstances, it may be possible to apply for an order for costs against the Legal Services Commission. If this is the case, we will advise you at the time.

If you lose the case or part of it or abandon it before its conclusion, the Court may order you to pay all, or part of, Your Opponent’s Legal Costs. This means that, in addition to being liable to pay Your Regulated Costs, you may also be liable to pay all, or part of, Your Opponent’s Legal Costs, usually to be assessed if not agreed. You will be responsible for paying to us Your Regulated Costs incurred in any such assessment of costs.

Your opponent may fund the case under a CFA. If you are ordered to pay all or part of Your Opponent’s Legal Costs in these circumstances, this may include a success fee. The success fee can be up to 100% of Your Opponent’s Legal Costs. Your opponent is obliged to give you notice if the case is funded by a CFA with a success fee.

In addition to Your Opponent’s Legal Costs, if your opponent has insurance, you may be liable for any insurance premiums incurred by your opponent.

In addition to Your Regulated Costs and Your Opponent’s Legal Costs, you may, in certain circumstances, such as where a claim or a counterclaim is brought against you, be liable for damages or such other order as the Court may make.

The Court may summarily assess the costs of short trials and applications during the course of proceedings (this is called a Summary Assessment of Costs and is common practice under the Rules of Procedure). If such costs as assessed by the Court are ordered against you, they will ordinarily be payable within 14 days of the Court Order, but can be within any other time period ordered by the Court.

In contentious proceedings, the parties are required to file estimates of costs at Court. We will provide you with copies of these estimates, if filed.

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7.4.2. Insurance Products

You may be insured for Your Regulated Costs by an existing insurance policy. This is called Before the Event (“BTE”) Insurance. We recommend that you check your insurance policies.

It may also be possible to purchase insurance against the risk of losing your case and any order for costs which is made against you. This is called After the Event (“ATE”) Insurance. We may, at our sole discretion, assist you with sourcing and placing appropriate insurance.

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7.4.3. Trade Union Membership

If you are a member of a trade union, trade association, professional body or any similar body representing your interests Your Regulated Costs might be covered in whole or in part by virtue of your membership.

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7.4.4. Defamation Proceedings

All defamation proceedings are subject to costs management under the Civil Procedure Rules 1998 (“the CPR”). Under the CPR, the Court will itself manage the costs in defamation proceedings. This will involve the preparation of detailed budgets, liaison with the other side to the litigation and case management conferences regulated by the Court. The purpose of costs management as part of the CPR is to control and limit the amount of costs which either party may recover from the other side. Costs incurred are required to be proportionate and reasonable.  It does not affect your liability to us for Your Costs as incurred by us on your behalf. If your matter is regulated by the CPR, you will be advised accordingly.

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7.5. Money on Account and Payment of Bills

7.5.1. Payment

In some circumstances we may require you to make a payment on account of our fees to enable us to progress your matter. In addition to the amount so specified and to the arrangements for invoices set out at Section 8, we reserve the right to require additional funds to be paid on account as reasonably required from time to time.

You expressly agree that we may send invoices to you while the matter is unfinished and that the amount of each such invoice is then to be paid to us by you in full.

You also agree that when we send any such invoice we may immediately transfer monies held on account to our office account up to the amount of the said invoice.

Unless agreed otherwise in writing, payments to us should be made from your bank account or from the bank account of an authorised representative.

Our bank accounts are held at Barclays Bank Plc, 1 Churchill Place, London E14 5HP.

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For payment of money on account of future costs:

Account Name:

Schillings International LLP – Client Account

Account number:    03969967

Sort Code:               20-67-59

IBAN Number:       GB17 BARC 2067 5903 9699 67

Swift Code:             BARCGB22

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For payment of invoices:

Account Name:       Schillings International LLP

Account Number:   83500179

Sort Code:               20-67-59

Iban Number:          GB65 BARC 2067 5983 5001 79

Swift Code:             BARCGB22

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In certain circumstances we can accept payments in US Dollars, Euros and Swiss Francs.  We will provide you with further details if this is appropriate to your matter.

We accept payment by cheque and bank transfer.

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7.5.2. Returning Money on Client Account and Residual Balances

Any surplus funds held on your behalf will be returned to you when a matter is closed and all invoices have been paid.

We will not be liable for any loss suffered by you in connection with an insolvency event occurring in relation to any deposit taking institution (such as but not limited to banks and building societies) with whom the Firm has deposited funds or through whom transfers are made, save if and only to the extent if any that any such loss was caused by or contributed to by this Firm.

If you are an individual or a small business you may be able to make a claim under the Financial Services Compensation Scheme (“FSCS”) at present limited to £85,000 in respect of deposits with a deposit taking institution. The amount you may be entitled to may be affected if you already have an account with the same deposit taking institution.  Residual client account balances will be dealt with in accordance with the SRA accounts rules.

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7.5.3. Interest Policy

Schillings’ policy concerning the payment of interest on client money held by Schillings whether as money on account or otherwise is as follows:-

Where money is held in a client account for a client such account will be an instant access account at a UK bank. Interest on such money will be calculated at the rate paid by such UK bank during and for the time when such money is held.

Provided such interest as is due is:

(a) not needed to meet Schillings’ fees or expenses and

(b) not less than £500 (Five Hundred pounds)

Such interest will be paid to the client by Schillings upon conclusion of the client’s matter in respect of which such money and interest is held. Please note that any such interest held as mentioned above in an instant access account is likely to be less than you might have received had you invested the relevant funds yourself in a different way.

Where your money is held on our general client account, any interest paid to you is paid without any deduction for income tax.  As such it is your responsibility to account to HMRC and pay any income tax due.

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8. Invoices

Invoices are due for payment within 14 days of the invoice being sent to you. Late payment may result in interest being charged at the current judgment debt rate on the unpaid invoice amount. Interest will be calculated on a daily basis starting from 14 days after the invoice was sent.

If, for any reason, we do not complete your work you are still liable to pay us for any work we have done.

If you have any queries about our invoice, please contact the person with overall responsibility for your matter. Should she or he be unable to answer your queries to your satisfaction please refer to Section 13 below for guidance.

If you fail to pay an invoice, we are entitled to terminate our relationship with you. Where we have rendered legal services we are also entitled to exercise a legal right (known as a solicitors’ lien and referred to in these Standard Terms of Business as “our Solicitors’ Lien”) to hold your papers and documents until such time as our outstanding invoices are paid in full.

Unless we have agreed otherwise (for example where there is a fixed fee or retainer) we will send you invoices for Your Costs whilst the work on your matter continues, ordinarily on a monthly basis or at regular intervals. These will usually include all Your Costs for the specified period and will be final invoices for the work specified in the invoice for such specified period. Disbursements and Office Expenses may not be available at the date of the invoice and, if so, will be invoiced at a later date.

We reserve the right to render interim on account invoices which are merely requests for payment on account and are not final invoices for the period concerned. Where this is the case, it will be clear from the invoice and we will agree this with you beforehand.

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9. Storage of Papers and Documents

Unless required by law or pursuant to Section 11 or Appendix 1 below, your records will not be produced or made available to third parties without your express consent. Your consent to our holding and processing this data is part of your acceptance of these Standard Terms of Business.

At the conclusion of your instructions you are entitled to request the return of your papers. Subject to our Solicitors’ Lien, we will return to you, at your request, your file of papers consisting of all correspondence sent and received on your behalf and copies of relevant documents produced and received during the course of your instructions.

You are not entitled to and we will not deliver to you copies of internal emails, notes, memoranda, drafts and other documents prepared for our internal purposes.

We will keep your file of matter(s) in paper and/or electronic form for at least eight years except for any paper files which you ask to be returned to you. By accepting these Standard Terms of Business you agree that your files may be stored offsite at a secure document storage facility.  Both paper and electronic files will be retained for eight years after the date of the final invoice after which time they may be destroyed unless you request paper files at an earlier time, in which case any administration handling fee which we incur may be charged to you.

In relation to continuing or new instructions we will not normally charge for retrieval of papers or documents from storage. However, we may make a charge based on time spent producing stored papers or documents to you or another person at your request. We may also charge for reading, correspondence or other work necessary to comply with the instructions given by you, or on your behalf.

As a matter of policy we do not generally hold important or original documents or deeds but may do so in some limited circumstances. If we do hold such items for you in our document storage facility, we may after we have held them for eight years, return these items to you. You must keep us informed of any changes of address.

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10. Indemnity Insurance and Limitation of Liability

We have Professional Indemnity Insurance under which we are insured against any loss or damage caused by our negligence up to the limit of £10,000,000.  This limit applies per matter irrespective of the number of clients instructing us.

If you wish us to provide greater insurance cover than this sum on any particular matter we may be able do so, but this would be on the basis that you pay the additional premium. However, unless and until this is agreed in writing the limit of £10,000,000 must apply. Alternatively, you should consider your own insurance arrangements.

You expressly agree that:

You limit any single claim which you have against this Firm arising from any one matter to such limit of £10,000,000.

We shall not be liable to you for any loss or proportion of loss which you have suffered due to the negligence of a third party and our liability is limited to loss caused by our own negligence.

You may wish us to instruct third parties during the conduct of your matter.  Any third party will be instructed on your behalf and we will not act as agents unless otherwise expressly agreed with you. We do not accept any responsibility or liability for the advice or other services provided by experts or service providers instructed by us on your behalf in connection with the Agreement.

We shall not be liable for any loss or expense which you may suffer or incur as a result of our refusal to proceed with a matter when we are acting in accordance with our legal or regulatory obligations.

Any member, employee, or consultant will at all times act as an agent of Schillings International LLP and will have no personal liability to you for any matter arising out of or in connection with the Agreement.  Each and every member, employee, or consultant shall be entitled to rely on this clause.

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11. Confidentiality

Solicitors have a professional and legal obligation to keep the affairs of the client confidential. However, this obligation is subject to a statutory exception. Legislation on money laundering and counter-terrorist financing has placed solicitors under a legal duty in certain circumstances to disclose information to the National Crime Agency.

Where a solicitor knows or suspects that a transaction on behalf of a client involves money laundering or terrorism, the solicitor may be required to make a money laundering or terrorism disclosure. If this happens, we may not be able to inform you that a disclosure has been made or of the reasons for it.

We may be required to disclose your files to regulatory bodies in the exercise of their powers to meet our legal and regulatory compliance requirements.  You may access the SRA Standards and Regulations at https://www.sra.org.uk/solicitors/standards-regulations/. We reserve the right to disclose files to our auditors and professional indemnity insurers who will, at all times, respect client confidentiality.

We will share information within the Schillings Network to the extent necessary to enable us to carry out your instructions.

We may also share limited confidential information with third parties for the purposes of potential mergers and/or acquisitions discussions and due diligence.  We will always take steps to protect your information and disclosure will be strictly limited to that necessary for the purpose.

You agree that we may disclose your confidential information as set out above and in the attached Privacy Statement.

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12. Copyright

Unless we agree otherwise, all copyright which exists in the documents and other materials that we create whilst carrying out work for you will remain our property. You have the right to use such documents and materials for the purposes for which they are created, but not otherwise.

If you use such documents for any purpose other than that for which they were created we are not responsible to you for any losses that you may suffer as a result.

Unless otherwise required by law or court order, you agree not to make our work, documents or materials available to third parties without our prior written permission. Our work is undertaken for your benefit alone and we are not responsible to third parties for any aspect of our professional services or work that you make available to them.

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13. Complaints

If you have any queries or concerns about work undertaken for you or about an invoice please raise them as soon as possible with the partner with overall responsibility for your matter.

If initial informal discussions fail to solve the problem, you should address your concerns formally by way of our Complaints Handling Procedure. A copy of our Complaints Handling Procedure is available on our website. This document outlines the procedure should you then decide to proceed with a formal complaint.

In the event that you do not feel, at the conclusion of our Complaints Procedure, that we have addressed your complaint to your satisfaction, you may have a right to refer your complaint to the Legal Ombudsman. This scheme is limited to individuals and certain small organisations. You can contact the Legal Ombudsman to make a complaint or for further information on 0300 555 0333, via email at enquiries@legalombudsman.org.uk or in writing to Legal Ombudsman, PO Box 6167, Slough, SL1 0EH

Any complaint to the Legal Ombudsman about our service must normally be made within:

• one year from the date of the act or omission being complained about; or

• one year from the date when the complainant should have realised that there was cause for complaint; and

• six months of us communicating the outcome of our Complaints Handling Procedure to you.

The Legal Ombudsman will only investigate complaints relating to Regulated Activities.

If your complaint relates to an invoice for Regulated Activities, you may also have a right to object to the invoice by applying to the court for an assessment of the invoice under Part III of the Solicitors Act 1974. We must advise you that if all or part of an invoice remains unpaid we may be entitled to charge interest.

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14. Termination of Instructions

You may terminate your instructions to us in writing at any time. You may decide to terminate your instructions for a number of reasons. For example, if you cannot give us clear or proper instructions on how we are to proceed, or if you decide for personal reasons not to proceed.

In some circumstances we may decide to stop acting for you, but only with good reason. For example, if we are professionally unable to follow your instructions, if you fail to provide suitable instructions, if you do not pay an invoice, if you do not comply with our request during the course of this matter for a payment on account, if there is a conflict of interest, or in the event of a breakdown in confidence between you and us.

We will normally give you reasonable notice that we will stop acting for you.

In the case of clients for whom we are undertaking regulated activities on the basis of Hourly Charge Rates, there are circumstances where we will request the Court to approve our decision to stop acting. In such a circumstance we may need to provide otherwise confidential information to a Judge or other Court officer.

If you, or we, decide that we will no longer act for you, you agree to pay Your Costs for work done up to the date we stop acting, on the basis set out above. We are entitled to exercise our Solicitors’ Lien while money is still owing to us in respect of Your Costs.

If you are an individual and we are entering into an off-premises contract with you the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 require us to provide you with certain additional information. It is very rare for us to enter into off-premises contracts, however, in the event that this is the case we will provide you with further information as necessary.

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15. Conflict of Interests

It is possible that during the time we are representing you some of our present or future clients will be engaged in transactions, or encounter disputes, with you. You agree that we may continue to represent existing clients, and may undertake in the future to represent new clients in any matters that are not substantially related to our work for you even if the interests of such clients in those matters are contrary to yours.

Your advance consent to our representation of other clients in other matters will not override our professional obligations concerning conflicts of interest or our obligations to the Court.

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16. Scope of Engagement

Our acceptance of this engagement does not involve an undertaking to represent you or any of your interests in any other matter.

Unless explicitly agreed by us, our engagement by you for this matter does not include responsibility to review your insurance policies to determine the possibility of coverage for any claim asserted in this matter, for notification of your insurance carriers about the matter, or for advice to you about your disclosure obligations (excluding your disclosure obligations to your opponent in this matter) concerning the matter under any securities law or any other applicable law.

Where we are undertaking regulated activities in relation to litigation our engagement by you for this matter does not include the responsibility to advise on any other branch of law which is not directly relevant to the litigation process in which you/we are involved. Without limitation of the generality of the above, we shall not advise on the tax consequences to you arising from that process or litigation.

It is not the Firm’s practice to provide investment services of any nature, whether practical or advisory. We will not give advice on law outside England and Wales.

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17. Instructing third parties

We may instruct third parties (“Suppliers” or the “Supplier”) on your behalf to work on your matter, for example where you require advice on the laws in a different jurisdiction or practice area.

We may suggest appropriate Suppliers to you. You are under no obligation to instruct Suppliers suggested by us and we do not accept any liability for the services provided by a Supplier.

Should you be unhappy with the services provided by a Supplier instructed by us we may, at our discretion, agree to take action against the Supplier. You agree that you will be liable for the costs of any such action including time spent by us, expenses and disbursements.  

We will only instruct Suppliers on matters relating to your instructions to us. We cannot instruct Suppliers, or make payments to Suppliers, or to any third party, on your behalf, where we do not have related underlying instructions from you.  We are under no obligation to instruct a Supplier on your behalf.

You remain liable at all times for the costs of instructing Suppliers on your matter including time spent by us and all costs and fees charged by the Supplier.  

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18. Equality and Diversity

The Firm is committed to promoting equality and diversity in all of its dealings with clients, third parties and employees. If you have any concerns about the Firm’s dealings in this regard please raise it with the partner assigned to your matter, or email compliance@schillingspartners.com.

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19. Jurisdiction

This Agreement is to be construed pursuant to the laws of England. You agree that any dispute regarding such Agreement and/or arising from, relating to, or connected with the provision by us of services to you is subject to the exclusive jurisdiction of the Courts of England and Wales save that at our sole option we may commence proceedings in such jurisdiction as you are domiciled or resident.

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20. Confirmation of Terms of Business

Unless otherwise agreed, these Standard Terms of Business apply to any future instructions you give us pursuant to, or supplemental to, the Client Engagement Letter or any Matter Mandate.

Your continuing instructions in this matter will amount to your acceptance of these Standard Terms of Business.

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APPENDIX 1 – PRIVACY STATEMENT

1. Introduction

This Privacy Notice explains how Schillings (“Schillings”, “we” or “us”) will process your personal information during the course of our relationship with you.

For the purpose of this Privacy Notice “Schillings” means Schillings International LLP, its subsidiaries and any group companies as part of the Schillings Network.

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2. General Data Protection Regulation

The UK General Data Protection Regulation and EU General Data Protection Regulation (together, the “GDPR”) and Data Protection Act 2018 impose certain obligations on data controllers and gives certain rights to data subjects.

Data controllers must have a legal ground, as set out in GDPR, to process personal data. The GDPR defines “personal data” as any information relating to an identified or identifiable natural person (a “data subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

The GDPR also sets out grounds for processing “sensitive personal data”, which includes information about a person’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, physical or mental health or condition or sexual life, genetic data or biometric data.

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3. What information do we collect?

We may collect personal information and sensitive personal information about you during the course of our retainer with you.  The nature of that information will depend on the nature of your matter but may include the following:  

• Identification information such as date and place of birth, address, passport/ID number, contact details
• Information relating to your private life and lifestyle including medical, financial, and relationship history
• Information relating to your business and professional life
• Financial information relating to trading activities, bank accounts and source of funds
• Your personal and business communications
• Information relating to your opinions and opinions held by others about you
• Sensitive personal data as specified above and data relating to (alleged or actual) criminal convictions and offences or related security measures

We may collect this information from a number of different sources as follows:

• Directly from you
• Open sources such as media reports, online search engines and social media
• Third parties including other parties related to your matter
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4. Why we collect and use your personal information

We collect and use your personal data for the purposes of:

• carrying out compliance and due diligence checks
• complying with our legal and regulatory obligations
• establishing and performing our retainer with you
• providing you with our legal, intelligence, cyber and other services
• marketing and business development

To use your personal information we will rely on one or more of the following grounds:

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Performance of contract

Information required to enable us to manage our engagement with you and provide services to you as described by our contractual agreement.

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Compliance with a legal obligation

Information required to enable to us to meet our legal obligations.

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Processing necessary for the establishment, exercise or defence of legal claims

This includes information we process to enable us to carry out legal work on your behalf.  It also includes processing necessary in the event we have to defend a legal claim against Schillings.

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Legitimate Interests

• Conflict Checking – to ensure we don’t act for you or others in a conflict situation.
• Providing services to you – to advise you and provide legal, intelligence, cyber and other services to you
• Business development – to contact you about events, articles or papers which relate to the services we provide to you or similar services.  To plan and develop our services to clients.
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Public Interest

This includes occasions where processing is necessary for the administration of justice, or preventing or detecting unlawful acts.

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Information made public by you

This includes information you have shared in media interviews or open social media pages.

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Information relating to criminal convictions

This includes information manifestly made public by you or where the processing—

a) is necessary for the purpose of, or in connection with, any legal proceedings (including prospective legal proceedings);

b) is necessary for the purpose of obtaining legal advice; or

c) is otherwise necessary for the purposes of establishing, exercising or defending legal rights.

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Explicit Consent

There may be occasions where we have reason to collect additional sensitive personal information or use such information for additional purposes to those described above.  In these circumstances we will request your consent before processing information.

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5. Sharing and Transferring Data

We may share your personal information with companies who provide services to us, to you, or on our behalf.  We will only provide those companies with information they need to deliver the specific services and they will be prohibited from using that information for any other purpose.

We may share your information with companies who provide identity-checking services to us for anti-money laundering and identity-checking purposes.  Such companies will perform searches of various publicly available databases, including those held by credit reference agencies and the Electoral Roll.  Such searches may leave a “soft footprint” on your credit file, but this will not have any effect on your credit rating.  

We may also share your information with other companies within the Schillings Network to enable us to effectively manage business operations and with the purposes set out above.  Your information may be stored and processed in the United Kingdom or any other country in which Schillings or its affiliates, agents or consultants maintain facilities (including the USA), and by providing any information to us you consent to any such transfer of information outside of the United Kingdom and European Economic Area.

Schillings may disclose your information to other third parties if required or permitted to do so by law.

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6. Storage and Data Retention

We will not keep personal data for any longer than is necessary in light of the purpose or purposes for which that personal data was originally collected, held, and processed.

We will retain data pertaining to particular instructions for the duration of the matter and for a further 8 years after the matter closes.  We may keep this information for a longer period if we determine it is necessary for us to comply with our legal and contractual obligations or to defend ourselves against complaint or legal action.  We may also retain data for longer periods in the system back up environment until it is overwritten or destroyed in line with our retention policies.  Such data is not readily accessible and is effectively beyond use.

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7. Your rights

As a data subject you have a number of rights in relation to your information.  You can:

• Request access to personal data we hold about you and request a copy of your data
• Request rectification of incorrect or incomplete personal data
• Object to processing of your data
• Request erasure of your personal data
• Request restriction of processing of your personal data
• Request portability of your personal data
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8. Contact Information

If have any questions about how we use your information, or if you would like to make a request in relation to your rights as described above, please contact us:

Email: compliance@schillingspartners.com

Head of Risk and Compliance

Schillings, 12 Arthur Street, London, EC4R 9AB

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If you feel that your personal data has not been handled appropriately according to the law, you can contact the Information Commissioner’s Office (ICO) at:

Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF, United Kingdom

Telephone: +44 303 123 1113

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