Terms and Conditions for the Supply of Professional Services

The purpose of these terms and conditions is to set out the basis upon which we work. They apply in all cases unless they have been modified by the written prior agreement with a director of Stephens & Associates Ltd. ('S&A')

1. The Client

1.1. The client of S&A (‘the Client’) is the person, firm or company from whom S&A receives instructions.

1.2. The Client will be liable for all costs, charges and expenses arising from work carried out and advice provided by S&A on its behalf.

2. Authority to Instruct and Liability

2.1. If S&A is given verbal or written instructions to act by someone purporting to give those instructions on behalf of the Client S&A will assume that in all cases the person giving the instructions has all the necessary authority to give the instructions.

2.2. In some cases S&A will accept instructions to act from more than one person in respect of a particular matter for a particular Client. S&A will assume that each of the persons giving the instructions has the necessary authority to give the instructions on behalf of the Client.

2.3. Subject to clause 2.7, S&A’s total liability for any one claim brought against S&A by the Client is limited to three million pounds sterling (£3,000,000).

2.4. Subject to clause 2.7. S&A shall have no liability to the Client for any loss, damages, costs expenses or other claims for compensation arising from instructions or information supplied by the Client which are incomplete, incorrect or inaccurate.

2.5. Subject to clause 2.7 S&A shall not be liable to the Client under any circumstances for
     (a) any loss of profit, or
     (b) any indirect, special or consequential loss, damage, costs, expenses or other claims
           which arise out of or in connection with the provision of services to the Client.

2.6. Subject to clause 2.7 S&A shall not be liable to the Client or be deemed to be in breach of these terms and conditions of business by reason of any delay in providing services, or any failure to provide services if the delay or failure was due to any cause beyond S&A’s reasonable control.

2.7. Nothing in these Terms and Conditions limits or excludes S&A’s liability for death or personal injury resulting from S&A’s negligence, or for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by S&A.

3. Basis of Acting

3.1. S&A aims to offer a professional service and to deal with instructions received from the Client with care and diligence. S&A shall exercise all reasonable skill, care and diligence in the supply of its services.

3.2. S&A will act for the Client either to carry out specific instructions or on a monthly retainer based on an agreed scope of the services to be provided. For ongoing matters S&A will act on a retained basis, reporting matters as they arise.

4. Estimates

4.1. On the request of a Client S&A may provide an estimate of the likely cost for the particular matter under consideration. The estimate will be for guidance only and may be increased or decreased during the course of the transaction. S&A will endeavor to keep the Client informed of any circumstances giving rise to a material change to the estimated cost.

4.2. Unless otherwise stated estimates will be given exclusive of VAT although VAT may be chargeable in addition.

5. Costs and Fees

5.1. S&A’s preference is to work on a fixed monthly retainer, taking into account the type of work, its complexity, the likely time commitment, the seniority of the lawyer involved and the amount of security S&A have (e.g. a notice period). The monthly retainer will be reviewed periodically in accordance with agreements reached on a case by case basis. If a fixed monthly retainer is not appropriate to a particular relationship, S&A will work on an hourly fee basis, taking into account the seniority of the lawyer involved and the type of work to be undertaken. The Client will be advised of the hourly rate and where possible the likely number of hours involved at the outset of S&A’s work and subsequently in advance should that hourly rate be amended or should there be a material change in the likely number of hours involved.

5.2. S&A will charge for any disbursements or out of pocket expenses that are incurred on behalf of a Client. S&A do not charge for routine photocopying or telephone calls.

6. Payment Terms

6.1. Invoices rendered to Clients are due upon receipt and are to be settled in full within 30 days of the invoice date.

6.2. If invoices are not settled within the period referred to in clause 6.1. above S&A may suspend and refrain from taking any action in relation to a Client’s transactions or affairs without any liability to the Client until payment is made, even if the Client suffers loss of rights. Any suspension of work or any cancellation by the Client of instructions given to S&A shall be without prejudice to the rights of S&A to invoice and be paid for work undertaken and advice provided prior to the date of suspension or cancellation.

7. Termination of Retainer

7.1. S&A reserves the right to terminate the retainer with the Client immediately upon notice to the Client in the following circumstances:-

7.1.1. If any invoice is not settled within the terms set out by clause 6.1.

7.1.2. If a conflict of interest between two or more Clients or between S&A and a Client arises on a particular matter which may compromise S&A’s professional duty.

7.2. In the event of S&A terminating the retainer S&A reserves the right to retain all documentation relating to transactions and affairs of the Client until all invoices rendered to the Client are paid in full.

8. Difficulties or Complaints

8.1. If the Client is concerned about any aspect of the service being provided by S&A it should initially refer the matter to the lawyer who is providing the service to the Client.

8.2. If the matter cannot be resolved between that lawyer and the Client, the Client may refer its concern to the Managing Director of S&A from time to time.

8.3. S&A will use all reasonable endeavours to investigate all difficulties or complaints promptly, fairly and effectively in accordance with S&A’s complaints procedure. A copy of S&A’s complaint procedure is available on request.

9. Data

9.1. S&A will keep Client’s affairs confidential and regards the obligation to confidentiality as surviving the termination of the S&A retainer.

10. Money Laundering Regulations

10.1. S&A are required by law to comply with the UK Proceeds of Crime Act and the Money Laundering Regulations. These Regulations require S&A to verify and keep a record of the identity of its Clients. Except in the case of listed companies, corporate Clients are required to provide S&A with copies of the passports of two of the Client’s directors and of any individual who has a shareholding of more than 25% .

10.2. Where the Client is an individual he/she is required to provide S&A with a copy of his/her passport.

10.3. S&A will keep copies of passports for a minimum of five years after the end of the business relationship with the Client.

11. Office Hours

11.1. S&A is open on weekdays excluding UK public holidays between the hours of 9 a.m. and 6 p.m. Mail, faxes, couriers and e-mail received outside these hours, other than by prior arrangement, will not be guaranteed attention until the next working day.

12. Governing Law

12.1. These terms and conditions of business shall be governed by and construed in all respects in accordance with the laws of England and any dispute arising out of or in connection with these terms and conditions of business shall be determined by the English Courts.