Terms and conditions

1. Our Business Relationship

These Terms of Business set out the basis on which we provide services to our clients.

2. Services

2.1 Each time we agree to represent you on an individual matter we will set out in a separate letter or email (“Engagement Letter”) the scope of the services we will provide (“Services”) and the fee arrangements. These Terms of Business together with the Engagement Letter (and, where appropriate, any ancillary fee arrangement document) will form the contract between us.

2.2 Your contract is with the entity of DLA Piper which is specified in the Engagement Letter (“DLA Piper Entity” “we” and “us”).

2.3 Please identify correctly the client which is relying on our Services as our duty is owed only to the entity specified in the Engagement Letter and cannot be relied on by any other entity.

2.4 We will perform the Services with reasonable skill and care.

2.5 This contract is subject to the applicable legal, professional and regulatory requirements with which the DLA Piper Entity must comply.

2.6 Our role is as set out in the Engagement Letter. We will not provide any advice or other services outside that scope, unless we agree a specific variation to the Engagement Letter. Our Services will not include advice regarding any tax implications arising out of any action or transaction, nor will we provide advice on tax related issues unless specifically agreed between you and us as part of the scope of our Services.

2.7 We will give you legal advice on the position as at the date the advice is given. Unless we agree a specific variation to the Engagement Letter we will not provide any advice in respect of changes to law or regulations which occur after the Services have been provided.

2.8 We need your input to properly perform the Services and we rely on you to provide us with accurate and complete information about the subject matter and to update such information as necessary.

2.9 The Engagement Letter will nominate individuals with appropriate skills to carry out the Services. From time to time we may delegate tasks to other suitably experienced persons.

2.10 The DLA Piper Entity is a member of DLA Piper, a global law firm. Each member of DLA Piper is a separate and distinct legal entity. You can find further information on DLA Piper at the Legal Notices page at www.dlapiper.com.

2.11 In appropriate circumstances we will also use other DLA Piper entities (in addition to the DLA Piper Entity) to provide services to you, in which case the DLA Piper Entity will remain responsible to you for such services.

2.12 DLA Piper also has alliances with a number of independent law firms which may (or may not) carry DLA Piper branding in addition to their own name (“Relationship Firm”).

2.13 Where services are provided to you by any third party advisor (not being a member of DLA Piper) or by a Relationship Firm (“Third Party Advisor”) such services will be directed and controlled by such Third Party Advisor. Legal responsibility for the provision of such services will be governed by the engagement agreement entered into between you and the Third Party Advisor. If we instruct any Third Party Advisor on your behalf you will be directly responsible for their fees and disbursements and we do not accept responsibility or liability for the acts, errors or omissions of any such Third Party Advisor.

3. Fees

3.1 Our fee arrangements are as set out in the Engagement Letter (or in any separate agreement on fees which may be sent to you), otherwise our standard hourly rates will apply.

3.2 Any fee estimate is given as a guide and the final fee and disbursements may differ from the estimate. If a fixed fee is agreed and the scope of work changes additional work will be carried out on the basis of our standard hourly rates. All estimates or references to fees are exclusive of any applicable sales tax.

3.3 We may ask you to pay money on account of anticipated fees, disbursements and expenses. We may decline to act for you or suspend or terminate the provision of Services if you fail to make such a payment upon request.

3.4 If we need to instruct, or advise you to instruct, third party service providers you will bear the cost and you will reimburse us for any costs we incur if we instruct on your behalf. We will also charge for expenditure (such as search and enquiry fees, courier charges, travel expenses, copying and court fees) that we incur on your behalf.

3.5 Invoices will be issued monthly, unless otherwise agreed with you.

3.6 If an invoice is not paid within 30 days of the due date we may charge interest from that date until the bill is paid in full at a rate of three per cent above the prevailing base lending rate in the United Kingdom of Barclays Bank PLC. If you do not pay on time we may suspend or terminate our services, apply monies held for you towards settlement of our invoice, or retain deeds, documents, monies and other items held for you until our fees, disbursements and expenses have been paid in full.

3.7 You will pay us the full amount of any invoice regardless of any deduction that you are required by law to make.

3.8 You will receive an invoice in respect of the Services from the DLA Piper Entity and/or any other entity of DLA Piper or DLA Piper LLP (US) or DLA Piper (Canada) LLP which has worked on that matter or (for ease of presentation) a consolidated invoice that sets out the fees of the various DLA Piper entities or DLA Piper LLP (US) or DLA Piper (Canada) LLP that have worked on the matter. Where a consolidated invoice is presented to you the lead entity acts only as collection agent and has no authority as agent to negotiate or conclude engagement terms with you on behalf of the other entities involved in your matter.

4. Electronic Communication

4.1 We may communicate with you by email or through other electronic means which shall not be encrypted unless we have specifically agreed with you to do so.

4.2 We are not liable for misdirection, unauthorised interception nor transmission of viruses via electronic communications unless we have caused this by our own negligence or wilful default.

4.3 We will not initiate communications with you via instant messaging channels (such as Whatsapp, WeChat or other social media platforms), as we do not have control over these and such use may prejudice the confidentiality of your information. If you communicate with us via instant messaging, we will not be held liable for any data breach which results from transmitting information through these means, nor will we be liable for any direct or indirect loss resulting from a data breach caused by using instant messaging or by third parties intercepting your information. Similarly, we will not be liable for any data breach, breach of confidentiality or any direct or indirect losses which results from transferring, processing or hosting data on data hosting or document sharing applications and technologies that you have specifically requested us to use.

5. Client IdentificationThere are various regulations which require us to properly identify our clients. We may use an electronic identification provider to confirm the identity of individual clients or directors or other officers or owners of clients.

6. Conflicts of Interest

6.1 We will not act for any other client where we are already acting for you on that matter and the interests of that other client in relation to the Services are adverse to your own, unless you consent.

6.2 Subject to clause 6.1 and any express agreement that we may enter into we are free to act for any other client in any matter (whether or not involving litigation or similar proceedings) even if the interests of the other client are or become adverse to your own. You hereby confirm your consent (to the extent such consent is required under any applicable legal, regulatory or other professional restrictions or requirements in any jurisdiction) to such concurrent representation.

6.3 You are identified in the Engagement Letter. We do not have a lawyer client relationship with any of your parents, subsidiaries, affiliated entities or any of its directors, officers, shareholders or employees in relation to the Services (“Affiliates”). Accordingly, for conflict of interest purposes, we may represent another client whose interests are adverse to your Affiliates without obtaining your consent.

6.4 If you are a trade association, joint venture, partnership or similar joint entity we do not represent any individual members, ventures or partners.

6.5 There may be matters on which you instruct us where we might also act for other clients (or their financiers) competing for the same asset or objective, for instance:• as a potential bidder or offeror for a company (or other entity), business or assets,• as a tenderer for a contract, or• as a creditor in an insolvency.You agree that we may act for such other clients on the basis that separate DLA Piper teams would be established and we will put in place appropriate measures to ensure that the confidentiality of your information is maintained.

7. Confidential Information

7.1 We will keep confidential all information you provide to us during the course of this engagement. You agree that we may disclose any such confidential information to our professional indemnity insurers, our auditors, DLA Piper LLP (US), any other DLA Piper entity or Relationship Firm and other selected or third parties to whom we outsource certain legal, finance and administrative roles, tasks and functions including without limitation document processing and translation services, waste disposal, IT support, cloud services and other IT service providers, document and information storage and archiving service providers or where required by law or regulation.

7.2 You agree that we will not be under any obligation to disclose to you any information of which we owe a duty of confidentiality to another client or any other person and you agree to us acting for you notwithstanding that we may hold such information and further notwithstanding that it may be material to the subject matter of the Services.

7.3 If we hold confidential information for you we may act for another client on a matter where such information is material to their matter but we will put in place appropriate measures to ensure that the confidentiality of your information is maintained.

7.4 You agree that we may use the data we receive from you for additional purposes such as analysis, market benchmarking, cost analysis and the further development of technologies, methods, quality standards and services used by or provided by us, on condition that when we use your data for such purposes we ensure that we comply with relevant data protection obligations and that third parties cannot identify you or your data as a result of the data use.

8. Limitation of Liability

8.1 The aggregate liability of any DLA Piper entity and/or any other DLA Piper Persons in any circumstances for loss or damage arising from or in connection with the Services is limited to the liability cap specified in the Engagement Letter or (if no such sum is specified) GBP10,000,000. For the purposes of this clause 8 DLA Piper Persons means the DLA Piper Entity and any other entity of DLA Piper and in each case their respective members, partners, directors, employees, representatives or agents.

8.2 Our duty and liability is to you and no one else.

8.3 Any claim in respect of the Services may only be made against the DLA Piper Entity.

8.4 The liability of any DLA Piper entity (and/or any other DLA Piper Persons) for loss or damage arising from or in connection with the Services is limited to the proportion of the loss and damage as is just and equitable having regard to the extent of your own responsibility for the loss and damage and that of any other party (regardless of any inability on your part to enforce a claim against such other party due to limitation, a lack of means, reliance by that other party on an exclusion or limitation of liability or otherwise).

8.5 If you have agreed with anyone to any exclusion or limit of liability that affects our ability to claim a contribution against such person, our liability to you is reduced by the amount for which we would have been entitled to claim from such other person.

8.6 We will not be liable for loss of profits or any indirect or consequential loss or damage arising in connection with the Services.

8.7 Nothing contained in clause 8 shall be applicable to the extent that it:

8.7.1 constitutes a limitation or exclusion of liability for death or personal injury caused by negligence or constitutes a limitation or exclusion of liability for fraud, reckless disregard of professional obligations; or

8.7.2 would render any DLA Piper Persons in breach of any applicable and mandatory legal, regulatory or other professional restriction or requirement, provided that in such circumstances the provisions of clause 8 that are deemed to be inapplicable shall only be inapplicable in relation to the DLA Piper Persons who would otherwise be so in breach and shall continue to have full force and effect as regards other DLA Piper Persons.

8.8 We will not be liable for any loss or damage arising in connection with any default or other act or omission on the part of any financial institution with which money has been deposited in connection with the Services.

9. Intellectual Property

We will retain copyright, intellectual property and proprietary rights in all documents and materials prepared by us during the course of providing the Services. However you are entitled to make use of those documents for the purposes for which they were provided.

10. Data Protection

10.1 You and we will each act as separate and independent data controllers and will each comply with our respective legal and regulatory obligations in relation to any processing of personal data. Personal data will be processed in such manner and for such purposes as you or we see fit during and/or as part of this engagement to deliver the Services. Unless expressly agreed by us separately in writing, we will not process personal data on your behalf and at your direction as a processor.

10.2 We may appoint subcontractors or other external processors as required to deliver the Services (including for example, e-discovery platforms, tracing agents or other 3rd party experts). They will process any personal data on our behalf and at our direction. We will conduct appropriate due diligence on external processors and adopt suitable contractual provisions to ensure compliance with all relevant legal and regulatory obligations .

10.3 You understand that personal data may be transferred outside the European Union and to a third country that is restricted under Chapter V of the EU General Data Protection Regulation or similar legislation (“Restricted Country”). This may include transfers to external processors, as well as to other DLA Piper offices and Relationship Firms. Where necessary, appropriate safeguards will be established to ensure compliance with all relevant legal and regulatory obligations. Where data is transferred to a Restricted Country, and where there is no other lawful mechanism in place to provide adequate protection for the personal data, you and we agree that the Standard Contractual Clauses pursuant to the EC implementing decision (EU) 2021/914, as set out at www.dlapiper.com/controllerclauses (or as otherwise agreed between the parties in writing), are hereby incorporated and shall apply to such transfer.

10.4 We will implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

10.5 If either of us becomes aware of, or reasonably suspects, any breach of security that could lead to loss, disclosure or destruction of personal data relating to the Services we shall co-operate with each other to enable each of us (as applicable) to comply with our respective obligations under data protection and/or any other similar laws which may impose an obligation in relation to the management of security breaches.

10.6 If either of us becomes aware of any request from a data subject in relation to personal data that are being processed in connection with the Services under Articles 15-21 of the EU General Data Protection Regulation (or similar), the relevant party shall notify the other of such request within 48 hours and provide such assistance as may be reasonably necessary to comply with the relevant obligations under Article 15-21 in relation to that data subject rights request.

10.7 If you are an individual, you acknowledge that where we need to process personal data about you to deliver the Services to you, we will be processing personal data for the purposes of performance of a contract with you.

10.8 You can find more information about how we process personal data on our external Privacy Notice which can be found at www.dlapiper.com.

11. Anti Bribery and Corruption

11.1 DLA Piper has a strict anti-bribery and corruption policy which applies to all our people globally. We will not directly or indirectly engage in bribery or corruption in any form and have a zero tolerance approach to breach whether it involves private individuals or public officials. We will never accept, solicit, agree to receive, promise, offer or give a bribe, facilitation payment, kickback or other improper payment. In your dealings with us, you must not directly or indirectly engage in bribery or corruption in any form. If any breach of this clause is suspected or known you must notify us immediately

11.2 For this purpose “bribe” means a financial or other advantage, intended to induce a person to give improper assistance in breach of their duty, or to otherwise improperly influence someone with the underlying purpose of obtaining/retaining business, or an advantage in the course of business, and “facilitation payments” are small bribes made to government or public officials to speed up routine administrative processes or other actions.

12. Human rights

We are committed to respecting and supporting all internationally recognised human rights as outlined in the International Bill of Rights and the ILO Declaration on Fundamental Principles and Rights at Work. We will take reasonable steps to identify, prevent or mitigate any adverse human rights impact caused by our business operations and we expect that all of our stakeholders, including our clients, will respect human rights in their activities and business operations. You must advise us if you become aware of any adverse human rights impact which may be caused, contributed to or directly linked to your business operations and which directly relate to the Services.

13. Termination

13.1 Our lawyer client relationship will end when we are no longer actively involved in your matter. However, if we believe it is appropriate to do so (subject to the rules of professional responsibility in the jurisdiction from which our Services are provided) we may terminate our representation of you for any reason. If we propose to exercise this right, we shall confirm in writing that we are no longer representing you and we will charge you for all work completed up to the date of our ceasing to act.

13.2 We may cease to act for you if the requirements of our client identification or conflicts checking procedures have not been satisfied. If so, no lawyer client relationship will have been, or be deemed to have been established between us.

14. Retention of Documents

We will retain your files and documents in compliance with our obligations under EU General Data Protection Regulation (or other applicable legislation) for at least six years after your matter has been closed by us, or for longer if we are required to do so according to legal or regulatory obligations. We may then destroy such files without further notice or liability to you. If you request your files and documents we may charge you for the costs of copying a duplicate.

15. General

15.1 The contract between us will be governed by the law of the jurisdiction specified in the Engagement Letter (or, if unspecified, the laws of England and Wales) and the courts of the jurisdiction specified in the Engagement Letter (or, if unspecified, the English courts) shall have exclusive jurisdiction over any dispute which might arise out of or in connection with this contract.

15.2 No assertion of sovereign immunity will be effective.

15.3 We will not be liable to you if we are unable to perform our Services as a result of any cause beyond our reasonable control.

15.4 Any changes to these Terms of Business must be agreed between us and confirmed in writing.

15.5 Your continued instructions in this matter will confirm your acceptance of these Terms of Business.