Terms and Conditions

STANDARD TERMS AND CONDITIONS

1. Introduction

Relationships with our clients are of paramount importance to us. We continuously strive to provide quality services, which foster trust and confidence in our ability to meet our clients needs, and establish long lasting relationships. In support of this mission, providing clear parameters of our terms and conditions is critical.  This terms and conditions form part of every engagement with our Clients.

“we”, “us” and “our” to refers to LS Law Limited t/a Life Science Law and “you” and “your” refers to you, our Client.

“charges” includes “fees, disbursements and expenses”

“Letter of Engagement” means the letter, agreement or other document which sets out the details of the matter you have instructed us to handle.

2. Client Relationship Manager

You will have a single, senior representative of LS Law, who will be responsible for matters you have engaged us to handle. (“the Client Manager”).  Details of which will be set out in the Letter of Engagement.

3. Instructions and Service Standards

The agreed scope and objectives of your instructions are set out in the Letter of Engagement. Any subsequent change will be discussed with you and, where appropriate, a new Letter of Engagement will be issued.

We will act in reliance of the instructions you provide, and so if anything occurs which renders any information previously given to us incorrect, inaccurate, or incomplete you must inform us immediately, to ensure the work we are doing is aligned with up to date information.

We will not be responsible for any failure to advise or comment on any matter which falls outside the scope of your instructions, or where we have not been provided with accurate, correct, and complete information.

Our advice is for your benefit only, and for the specific matter you have engaged us to carry out. It may not be used or relied on for any other purpose or by any person without our prior written consent.

We will conduct your matters in accordance with the below standards:

• We will update you orally (e.g. by telephone or in a meeting), through email or in writing with progress on your matter regularly, and in accordance with timescales we have agreed with you;
• We will communicate with you in plain language;
• We will explain to you orally (e.g. by telephone or in a meeting),  by email or in writing the work required from us to progress your matters;
• We will update you on costs as deemed reasonably appropriate by us or as agreed in the Letter of Engagement.
• We will update you on whether the likely outcomes still justify the likely costs and risks associated with your matter whenever there is a material change in circumstances;
• We will update you on the likely timescale for each stage of the project you have instructed us to carry out, along with any important changes to those estimates;

We are relying on the reasonable assumption that the Letter of Engagement and these Standard Terms and Conditions have been brought to the attention of and approved by the appropriate officers of your organization who have authority to enter into such engagements and agreements on behalf of your organization.

Where you are more than one person or entity, the liability of you and those persons or entities is joint and several. Each joint client irrevocably permits us to disclose to any other of the joint clients at any time any information which we would otherwise be prohibited from so disclosing by virtue of our duty of confidentiality. If any joint client ends this permission during the provision of the relevant services, or if a conflict of interest arises between joint clients, we may suspend or terminate the provision of the services related to that matter to one or more of the joint clients.

4. Our Fees

Our fees are calculated by taking into account a series of factors including the amount of time we spend, the complexity of the matter and the level of skill and specialized knowledge involved.

Time spent may include but will not necessarily be limited to:

• Perusing and working on papers and correspondence;
• Telephone calls to third parties;
• Time spent with you on the telephone or in face-to-face meetings;
• Time spent with others in preparing the case on your behalf (which may include witnesses, experts and counsel);
• Dealing with other parties involved in the matter;
• Travelling and waiting time.

Time is recorded and charged for on a task related basis in units of 1/10th of an hour.

The rates currently applicable are set out in the Letter of Engagement. We will notify you in the event our rates change, which affect the services we are providing to you.

We aim to ensure our fees are fair and reasonable having regard to all the circumstances. We can be flexible in our approach to fees and are prepared to consider alternatives e.g. fixed fees, blended rates, percentage fees based upon specific criteria or retainers.

The Letter of Engagement sets out the agreement we have reached as to the basis of our fees.

All figures in our Letter of Engagement or any correspondence with you are exclusive of VAT.

5. Estimates of Fees

Any fee estimate is a guide only and must not be taken as a firm quotation, unless we have confirmed in writing that we will charge a fixed fee.

Our estimate will aim to give you a breakdown of anticipated charges plus VAT. Where time is a factor in assessing fees, we will explain clearly to you must time we anticipate we will spend on each task, and may include a range.

In the event we need to use a third party, our estimate will include, where possible, to whom and the anticipated charges.

Where we believe it is not possible to provide you with a realistic estimate of our charges, we will at your request give our opinion on the next stage of the matter we will carry out for you.

We will continuously review our original estimates, and provide you with revised estimates, where applicable, giving the reasons for any changes made.

6. Cap on Fees

If a cap or limit is agreed on the level of our fees which our fees will not exceed, we will specify this cap in the Letter of Engagement.

However, the application of the cap or limit is agreed on the basis of the instructions and information supplied to us and on any assumptions set out in the Letter of Engagement.

The cap on fees will not include expenses and other disbursements, unless stated otherwise in the Letter of Engagement.

7. Fixed Fees

Where a fixed fee is agreed with you, the details of what is included in this fixed fee, and a summary of the information you have provided on which we have relied to arrive at the fixed fee will be set out in the Letter of Engagement.

In order to provide a fixed fee, the information you provide us must be as complete, accurate, and up to date, so we can calculate the time it will take.

Any agreed fixed fee is subject to:

• The scope of your instructions does not change; and
• The information you provide is accurate, correct, valid, complete and up to date; and
• There is no material delay in progressing or completing the matter beyond our control, or as a result of any act or omission on your part.

In the event the above conditions are not met, the fixed fee agreement will cease to have effect, and a new agreement with a new/revised fee or a different method of charging the fees will be agreed with you.

Expenses and disbursements are payable in addition to any agreed fixed fee, unless otherwise set out in the Letter of Engagement.

Expenses and Disbursements

Your instructions authorise us to incur such disbursements and expenses as we consider necessary to comply with your instructions, unless you instruct us otherwise. You will be required to reimburse us on request either by payment on account or against submission of a bill.

Examples of common disbursements and expenses are expert’s fees, court fees and counsel’s fees. Disbursements and expenses are charged at cost.

We reserve the right to charge you for:

• Expenses of travel, accommodation and meals when travelling away from the office (and exceptional costs of in-house provision of food, subsistence items or other amenities) in fulfilling your instructions.
• Photocopying and scanning expenses incurred on your behalf;
• CHAPS transfers on your behalf by our bank.

These items will be shown by category on your bill. Current rates of charge are as follows:

• Photocopying and scanning – 25p per copy;
• A4 or smaller colour photocopying and scanning – £1.00 per copy;
• Larger colour photocopying and scanning – at such higher rate as may be reasonable in all the circumstances;
• Computerised legal research – at cost;
• Travel by car – 45p per mile;
• Taxis and other public transport – at cost;
• Use of Data Room – £4.00 per user per month;
• CHAPS payments – £30 plus VAT.

8. Invoices

We will invoice you at the end of every month for any work done during that month.  The invoice will include a brief description of the work performed during each billable period. If you require any additional explanation, please let the Client Manager know. Invoices may be sent by post or email.

Invoices are due for payment within 14 days of delivery unless that period is extended, in writing, by the Client Manager.

Our invoices will also, where appropriate, include a provision for VAT.

Payment of our invoices must be paid by way of a bank transfer to the account set out in the Letter of Engagement.

We reserve the right to charge interest (both before and after judgment) on any sum which remains outstanding for more than 28 days after delivery of the bill at the rate then payable in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with fixed sums and recovery costs as permitted by that Act, whether or not that Act would otherwise apply.

If a third party undertakes responsibility for payment of some or all of our fees on your behalf, and payment is not made as set out above, you will be responsible for settling any outstanding amount.

If an invoice remains unpaid for more than 14 days or if you decline or fail to meet a request for payment, we may decline to act any further for you.

If our instructions are given by or on behalf of more than one person or company each person or company for whom we are acting will be responsible for the payment of the full amount of our charges regardless of whether our bills are addressed only to one or some of such parties.

9. Legal Services – Unregulated Practice Statement

Where we are providing legal consultancy services, the Legal Services Act 2007 will apply. This legislation allows qualified Solicitors and Barristers to practice in un-reserved matters in an unregulated/unregistered manner. Un-reserved matters includes non-contentious commercial matters. It doesn’t include the exercise of a right of audience, the conduct of litigation, reserved instrument activities, probate activities, notarial activities and the administration of oaths, (“Reserved Matters”) and therefore LS Law does not provide support or services in such Reserved Matters.

Our Solicitors undertake services through us as unregulated Solicitors. Our unregulated Solicitors do hold a practicing certificate, but they choose to practice in an unregulated capacity. Therefore, in providing any legal services to you they are not acting as a Solicitor, but as a consultant and are therefore not subject to the Solicitor Regulation Authority rules relating to practising Solicitors.

Our Unregistered Barristers do not have a practising certificate and are not on the register of practising barristers. Therefore, in providing any legal services to you they are not acting as a barrister and are not subject to many of the rules which regulate practising barristers. This limits the services they can provide to you. They can provide you with legal advice and represent you before certain Tribunals but cannot exercise right of audience in Court.

The legal consultant services you may obtain from LS Law will be managed by qualified Solicitors, unless it is determined by LS Law that it is appropriate for a Barrister to undertake such services on your behalf, or as LS Law otherwise believes is appropriate, subject to obtaining your prior approval. The Letter of Engagement will inform you whether the legal consultant services are to be managed by a qualified Solicitor and/or a qualified Barrister, or as otherwise agreed with you.

10. Anti-Money Laundering Legislation

Our policy is one of strict compliance with the statutory regulations and we will not be able to act for you until we have completed those procedures necessary to satisfy the legislation and regulations to which we are subject. We may use a third-party search agency to verify your identity and validate your address solely for the purposes of fulfilling our Anti-Money Laundering obligations. You give us permission to use these third-party search agencies and to obtain information about you for these purposes only. We will not charge you for expenses or time arising from our obligation to comply with anti-money laundering regulations unless we request and obtain your approval in advance.

We shall communicate with you separately in respect of the procedures referred to.

11. Termination of Instructions

You may terminate our instructions in accordance with the Letter of Engagement, of if no termination period is included, by giving us one month’s written notice.

In some circumstances, for good reason, we may decide to cease acting for you e.g.  following a failure on your part to provide us with adequate instructions or if we find ourselves unable to comply with your instructions or if our invoice remains unpaid outside an agreed payment timetable or if a payment on account is not made in accordance with these Standard Terms and Conditions and our Letter of Engagement.

We will give you reasonable prior written notice if we decide that we are no longer willing or able to act for you. If we are on the court record on your behalf you must, if we have given such notice, arrange for other solicitors to file a Notice of Acting on your behalf or file a Notice of Acting in Person. If you fail to do so we shall rely upon this condition in applying to be removed from the record as acting for you.

In circumstances where our instructions are terminated or we cease to act for you, we will be entitled to receive payment of our charges incurred and which remain unpaid as at the termination date.

12. Transfer or Assignment of Instructions

We may transfer our rights under this contract to any organization within which our business may continue in the future (and in such an instance you agree that our obligations under the contract will be assumed by such an organization). We will not otherwise transfer our rights unless we get your written permission first.

13. Third Parties

Except as expressly provided in the Letter of Engagement no person other than a party to the agreement established by the Letter of Engagement may enforce any terms of such agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 (“the Act”). Notwithstanding any benefits or rights conferred by such agreement on any third party by virtue of the Act, the parties to such agreement may agree to vary or rescind any of its terms without any third party’s consent.

14. Data Protection

The information which you provide to us is confidential.

If you provide personal data (information from which an individual person can be identified) the following “Data Privacy Legislation” will apply:

• The privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/246)
• General Data Protection Regulation (EU) 2016/679 (the “GDPR” and the retained EU law version of the General Data Protection Regulatin (EU) 2016/679 (the “UK GDPR”)
• The UK Data Protection Act 2018; and
• All associated codes of practice and other binding guidance issued the data protection regulator.

We may need to disclose personal information to third parties.  We accept instructions from you on the basis that we have the authority to do so when reasonable and necessary for the purposes of dealing with any matter on which you instruct us.

We process personal data in accordance with our Privacy Policy which is located on our website:

https://www.lslawservices.com/privacy-policy/

If we instruct legal counsel on your behalf, we may keep a copy of an opinion given by legal counsel in electronic form for internal purposes but we will ensure that client confidentiality is preserved.

We may from time to time send you information which we think might be of interest to you, subject to you confirming you would like to receive that information from us.

15. Storage of Papers

We have the right to keep your papers, documents, or other property which are in our possession or control until you have paid all the money that is due. This right will continue after the termination of the Letter of Engagement. We will retain all papers and documents (except for any papers and documents to which you are entitled and which you ask to be returned to you) electronically or in storage for a reasonable period, generally not exceeding 6 years from the end of the instructions on the matter. Subject to there being no money owed to us for our fees, disbursements, or any other outstanding costs, we will return to you on request papers and documents to which you are entitled. Where you request papers and documents to be sent to you or another person, we are entitled to make a reasonable charge for handling costs and delivery.

16. Electronic Communications

We are able to communicate electronically with our clients and other parties using electronic mail (both direct and via the internet). The electronic transmission of information cannot be guaranteed to be secure or error-free because it will be transmitted over a public network. Information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise be adversely affected or unsafe to use. Save in the case of fraud, neither of us will be liable to the other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any damage or loss arising from or in connection with the electronic communication of information between us.

Where we communicate with you electronically, you acknowledge and agree:

• There are some delivery risks in using e-mail and you accept the risk of interception by third parties or of non-receipt or delayed receipt of the message;
• Computer viruses and similar damaging items can be transmitted through e-mails and by introducing computer disks into your system; we use virus scanning software to reduce these risks and ask that you do the same;
• To release us from all claims, losses, expenses and liabilities caused by any of the risks referred to above and arising directly or indirectly out of that communication.

17.Complaints Handling Procedure

In the event you are dissatisfied with any part of our service, at any time, or have any concerns with regard to the way in which your matter is being handled, please contact the Client Manage in the first instance.

If the matter is not resolved to your reasonable satisfaction, you may make a formal complaint, by contacting our CEO & General Counsel, who may be contacted on +44 (0) 203 9378883 or by email on wendy@lslawservices.com, or by post to our registered office.

Where you are receiving legal consultancy services from us, you can complain to the Bar Counsel or the Solicitors’ Regulation Authority, as relevant, and they will investigate whether the unregulated Solicitor or unregistered Barrister has failed to comply with any of the rules which apply to unregulated Solicitors or unregistered Barristers

If you are receiving legal consultancy services, and you are not satisfied with our handling of your complaint you can also ask the Legal Ombudsman Complaints Service to consider the complaint if you are eligible under the Legal Ombudsman scheme. However, please note, the Legal Ombudsman, who adjudicates on complaints about poor service by practicing Solicitors and Barristers, cannot investigate possible breaches of rules which apply only to practicing Solicitors or Barristers operating in a regulated manner.

18. Privileged Documents

Some documents may be considered “privileged”. Privileged documents are created in anticipation of litigation or otherwise for the purposes of seeking legal advice. You should not assume that all documents created in connection with a matter will be privileged. We recommend that you seek advice from us before any document is created which might fall into this category. This will be particularly important if you are corresponding directly with the another party or parties on a “without prejudice” basis.

19. Our Liability to You

In order that our liability to you arising from our negligence or willful default shall be fair and proportionate, we include provisions which limit our liability in certain circumstances.

We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses or any damages, costs or losses attributable to lost profits or opportunities. Nothing in this condition shall be construed as purporting to exclude or limit any liability the exclusion or limitation of which is prohibited by law. In particular, we cannot limit our liability for death or personal injury caused by our negligence.

You acknowledge that we are a limited liability company and that there is no contract between you and any of our individual personnel. Any advice given to you is given on our behalf and individual personnel do not assume any personal responsibility for that advice. Accordingly, you may not bring any claim against any individual personnel of LS Law in respect of any losses which you suffer or incur, directly or indirectly, in connection with our Services.

LS Law alone will provide the services and your agreement is solely with LS Law. You agree that you will not bring any claim in contract, tort, or negligence, for breach of statutory duty or otherwise against any of the directors or members of, or consultant to, or employees or agents of LS Law (including Lawyers & Barrisers) or of any company which owns or controls or is affiliated with LS Law, or any of the directors or members of such company.

The liability of LS Law for any claim in contract, tort, negligence, for breach of statutory duty or otherwise, for any loss or damage, costs, other charges or any contractual or statutory interest howsoever caused (even if foreseeable) arising out of or in connection with the services shall, in relation to each matter or series of related matters, be limited to the sum specified in the Letter of Engagement or, if no sum is specified, the sum of one-million-pounds sterling (£1,000,000) per matter, or series of related matters.

Subject to any agreed limit, our liability to you shall be limited to such a sum as it would be just and equitable for us to pay having regard to the extent of our responsibility for any loss or damage and the responsibilities of all other persons. You agree that our liability shall not be increased by:

any limitation, exclusion or restriction of liability you have agreed with any other person, or any joint insurance or coinsurance provision between you and any other person;

your inability to recover from any other person, or your decision not to recover from any other person

We shall not be liable for any indirect, special, consequential loss or damages, loss of profit, income, anticipated savings, business, goodwill, the use of money, reputation, costs of procuring substitute services, production or accruals arising in any circumstances whatsoever, whether in contract, tort, negligence, for breach of statutory duty or otherwise, and in each case, howsoever caused even if foreseeable.

We shall not be responsible for any failure to provide services on any issue which falls outside the scope of our Letter of Engagement and shall have no responsibility to notify you of, or the consequences of, any event or change in the law (or its interpretation) which occurs after the date on which the relevant service is provided.

20. Force Majeure

If, as a result of circumstances beyond our reasonable control we are unable to meet any deadline or complete the services by any estimated date of completion or at all:

• failure on our part will not constitute a breach of the agreement between us;

• we will not be otherwise liable to you for any such failure to the extent that it is attributable to any such circumstances notified to you; and

• any estimated date for completion of the services will be extended accordingly.

21. Equality and Diversity

We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.

22. Survivorship and Severability of Conditions

Any of these conditions which expressly or impliedly have effect after termination or expiration will continue to be enforceable notwithstanding termination or expiration.

If any part of any of these conditions is held by the court to be illegal or unenforceable, then the remainder of such condition and the other conditions of these Terms and Conditions shall be enforceable notwithstanding such illegality or unenforceability.

23. Intellectual Property Rights

We may retain a copy of the advice or opinion of any Barrister, legal counsel or other third party given in written form (or any note of any advice or opinion) obtained in the course of providing the services for our subsequent use. Any Barrister,  Legal counsel, or other third party will be instructed on the basis that any such advice or opinion will be retained. we will take all reasonable steps to conceal information (such as name, addresses or descriptions) which might reasonably enable you to be identified.

We retain full and exclusive ownership of all copyright and all other intellectual property rights in all documents, advice and other works (in any form including, without limitation, in electronic form) we create, develop or generate for you in the course of providing the services (including, without limitation, working and drafting documents and advice as well as final documents and advice). We grant you a non-exclusive, non-transferable, non-sublicensable licence to use and reproduce such documents, advice and other works solely for the purposes for which such services were provided by us. If you do not pay us in full for such services in accordance with these Terms and Conditions, we may, on giving you notice, terminate that licence with immediate effect (in which event you shall not use or reproduce such documents, advice or other works for any purpose) and we will only again grant such licence to you once full payment has been made to us for such services.

24. Non-FCA/PRA Regulated

The services may involve investments. We are not authorised by the Financial Conduct Authority nor the Prudential Regulatory Authority under the Financial Services Act 2012 (“2012 Act”).

We have assumed that your decision to discuss or negotiate any particular transaction, and any decision to enter into any transaction, will be made by you on the basis of your own assessment of the business, financial and policy aspects of the matter.

It is not part of our role to communicate invitations or inducements to engage in investment activity on behalf of clients, and therefore nothing we say (by whatever means of communication) or do, should be construed as an invitation or inducement to you, or to anyone else, to engage in investment activity.

25. Non-Waiver

Any failure by us to insist upon strict performance of any part of the Letter of Engagement or these Terms and Conditions, or any failure or delay by us to exercise any rights or remedies whether under the Letter of Engagement, these Terms and Conditions and/or at law or otherwise, shall not be deemed a waiver of any of our rights.

26. Jurisdiction and Applicable Law

These standard terms and conditions shall be construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

27. Variations to these Conditions

These standard terms and conditions shall apply to any instructions which you give us. We may change these standard terms and conditions from time to time. If we do so we will notify you in writing.

Together with the Letter of Engagement, our standard terms and conditions comprise the whole contract between you and us and no variation shall be binding on us unless in writing. In the event of any inconsistency or conflict between the provisions of these standard terms and conditions and the Letter of Engagement, the Letter of Engagement shall prevail.