Terms & Conditions
STANDARD TERMS AND CONDITIONS OF ENGAGEMENT
The Engagement Agreement between us consists of the accompanying cover letter and, as applicable, any separate Matter Acknowledgment Letter (collectively and individually “Engagement Letter”). It also consists of Terms and Conditions of Engagement (“Standard Terms and Conditions of Engagement” or “Standard Terms”). The Engagement Agreement is the means by which you are retaining the Firm (as defined in these Standard Terms and also referred to as “us” or “we” or “Themis Law Partners”) to provide legal services. “You” and “yours” refers to our client(s) defined more fully below in the section entitled WHO IS OUR CLIENT.
THE FIRM
The “Firm” or “Themis Law Partners” means Themis Law Partners LLP. Our Engagement Agreement shall apply to all matters for which you might now or in the future request our assistance, unless you and we agree in the future to an updated version of the Engagement Agreement or to a new or revised Engagement Agreement expressly referring to and superseding the previous agreement in whole or in part. We encourage you to retain the documents which establish the Engagement Agreement.
WHAT PROFESSIONALS WILL PROVIDE THE LEGAL SERVICES?
In most cases one Firm lawyer will be your principal contact. From time to time that lawyer may delegate parts of your work to other lawyers or to legal assistants or nonlegal personnel in the Firm or to outside “contract” personnel.
OUR SERVICES TO YOU
In our letter that presents these Standard Terms to you, or in a separate Matter Acknowledgement Letter, we will specify the matter or case in which we will be representing you. Unless we agree in writing to expand the scope of our representation, an important part of our Engagement Agreement is that we are not your legal adviser in other matters, and you will not rely upon us to provide legal services for matters other than that described in the relevant letter. For example, unless specified in the relevant letter, our representation of you does not include any responsibility for: review of your insurance policies to determine the possibility of coverage relating to the matter; notification to your insurance carriers about the matter; advice to you about your disclosure obligations under securities laws or any other laws or regulations; or advice on tax consequences. If at any time you do not have a clear understanding of the legal services to be provided or if you have questions regarding the scope of our services, please let us know.
We will apply our professional skill, experience and judgment to achieve your objectives. However, we cannot guarantee the outcome of any matter. Any expression of our professional judgment regarding your matter or the potential outcome is limited by our knowledge of the facts and based on the law at the time of expression. It is also subject to any unknown or uncertain factors or conditions beyond our control.
Your responsibilities to us in each representation that you ask us to undertake include providing full, complete and accurate instructions and other information to us in sufficient time to enable us to provide our services effectively.
WHO IS OUR CLIENT
An essential condition of our representation is that our only client is the person or entity identified in the accompanying letter. In the absence of an express identification of our client in the text of the letter, our client is the person or entity to whom the letter is addressed, even though in certain instances the payment of our fees may be the responsibility of others. In situations in which our client is an entity, we may have addressed the letter to an individual who is an authorised representative of the client; in those cases, reference in these Standard Terms to “you” are to the entity that is our client, not the individual addressed.
Unless specifically stated in our letter, our representation of you does not extend to any of your affiliates and we do not assume any duties with respect to your affiliates. For example, if you are a corporation, our representation does not include any of your direct or indirect parents, subsidiaries, sister corporations, partnerships, partners, joint ventures, joint venture partners or entities in which you own an interest, nor any employees, officers, directors, or shareholders of you or your affiliates. If you are a partnership or limited liability partnership, our representation does not extend to the individual partners of the partnership or members of the limited liability partnership. If you are a joint venture, our representation does not extend to the participants. If you are a trade association, our representation excludes members of the trade association. If you are a governmental entity, our representation does not include other governmental entities, including other agencies, departments, bureaus, boards or other parts of the same government. If you are an individual, our representation does not include your spouse, siblings, or other family members. If you are a trust, you are our only client. The beneficiaries are not our clients, nor is the trustee in any capacity other than as the fiduciary for the particular trust in our representation. It would be necessary for related parties, including all. those listed above, to enter into a written engagement agreement with us before they would become clients and we would assume duties towards them.
If you provide us with any confidential information of your related parties or any other entities or individuals during our representation of you, we will treat it as your information and maintain its confidentiality in accordance with our duties to you as our client under applicable law, but insofar as applicable law permits us to agree on our respective rights and duties, you are the only party to whom we owe duties regarding such information.
Except as specifically agreed by both of us, the advice and communications that we render on your behalf are not to be disseminated to or relied upon by any other parties without our written consent.
CONFLICTS OF INTEREST
Because of the broad base of clients that the Firm represents on a variety of legal matters, it is possible that you may find yourself in a position adverse to another Firm client in a legal matter in which we do not represent you. Accordingly, you agree that we may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to our work for you even if the interests of such clients in those other matters are directly adverse to your interests. We agree, however, that your prospective consent to conflicting representation contained in the preceding sentence shall not apply in any instance where, as a result of our representation of you, we have obtained proprietary or other confidential information of a non-public nature, that, if known to such other client, could be used in any such other matter by such client to your material disadvantage. Information on the nature of the Firm’s clients and practice is available upon request.
TERMINATION OF REPRESENTATION
You may terminate our representation at any time, with or without cause, upon written notice to us. After receiving such notice, we will cease to render services to you as soon as allowed by applicable law and ethical and/or court rules, which may include court approval of our withdrawal from litigation. Your termination of our services will not affect your responsibility for payment of legal services rendered and other charges incurred both before termination and afterwards in connection with an orderly transition of the matter.
We may have rights to cease acting for you for good reason, for example, if we are unable to obtain proper instructions; or you fail to pay our bills; or if there are any circumstances even arguably raising a question implicating professional ethics, for example, because a question arises about the effectiveness or enforceability of our Engagement Agreement, or a question arises about conduct addressed by it; or if you become subject to sanctions or other restrictions which would make it, in our absolute discretion, unlawful or unethical for us to have dealings with you or to advise you in the intended manner. In addition, you agree that the Firm has the right to withdraw from its representation of you if continuing the representation might preclude its continuing representation of existing clients on matters adverse to you or an apparent conflict is thrust upon the Firm by circumstances beyond its reasonable control, such as by a corporate merger or a decision to seek to join litigation that is already in progress, or there is an attempt to withdraw consent.
Regardless of whether you or we terminate our representation, we would (with your agreement) assist in the transition to replacement legal advisers by taking reasonable steps in accordance with applicable ethical rules designed to avoid foreseeable prejudice to your interests as a consequence of the termination. You agree that regardless of whether you or we terminate the representation: (A) Themis Law Partners would be paid by you for the work it performed prior to termination; (B) Themis Law Partners’ representation of you prior to any termination would not preclude it from undertaking or continuing any representation of another party; and (C) as a result of Themis Law Partners’ representation of another party you would not argue or otherwise use Themis Law Partners’ representation of you prior to any termination to contend that Themis Law Partners should be disqualified.
When we complete the specific services you have retained us to perform, our lawyer- client relationship for that matter will be terminated at that time regardless of any later billing period. To eliminate uncertainty, our representation of you ends in any event whenever there is no outstanding request from you for our legal services that requires our immediate action and more than six (6) months (180 days) have passed since our last recorded time for you in the representation, unless there is clear and convincing evidence of our mutual understanding that the representation has not come to an end. After termination, if we choose to perform administrative or limited filing services on your behalf, including but not limited to receiving and advising you of a notice under a contract, lease, consent order, or other document with continuing effect, or filing routine or repeated submissions or renewals in intellectual property or other matters, or advising you to take action, our representation of you lasts only for the brief period in which our task is performed, unless you retain us in writing at that time to perform further or additional services. After termination, if you later retain us to perform further or additional services, our lawyer-client relationship will commence again subject to these terms of engagement unless we change the terms in writing at that time. Following termination of our representation, changes may occur inapplicable laws that could impact your future rights and liabilities. Unless you actually engage us in writing to provide additional advice on issues arising from the matter after its completion, the Firm has no continuing obligation to advise you with respect to future legal developments.
During or following our representation of you, we will be entitled to recover from you fees for any time spent and other charges, calculated at the then applicable rates, if we are asked to testify or provide information inwriting as a result of our representation of you or any legal requirements, or if our records from our representation of you are demanded, or if we must defend the confidentiality of your communications under legal professional privilege (in which case we will to the extent that circumstances permit make reasonable efforts to inform you of the requirement made upon us and give you the opportunity to waive privilege).
HOW WE SET OUR FEES
Unless another basis for billing is established in our Engagement Agreement, we will bill you monthly for the professional fees of partners, other lawyers, trainee lawyers, paralegals, and other personnel incurred on your behalf based on their applicable rates and the number of hours they devote to your representation. The billing rates of the personnel initially assigned to your representation are generally specified in the accompanying engagement letter. The billing rates of our lawyers and paralegals vary, depending generally upon the experience and capabilities of the lawyer or paralegal involved. Unless otherwise agreed in writing, we will charge you for their services at their applicable rates. Our hourly billing rates are adjusted from time to time, usually at the beginning of each year, both on a selected and firm wide basis. In addition, as personnel gain experience and demonstrate improved skills over time, they may advance into categories that have higher hourly billing rates. Advancements to a higher category are typically made annually. Upon any adjustment in the applicable rates, we will charge you the adjusted rates.
At times clients ask us to estimate the total fees and other charges that they are likely to incur in connection with a particular matter. Whenever possible, we are pleased to respond to such requests with an estimate or proposed budget. Still, it must be recognised that our fees are often influenced by factors that are both beyond our control and unforeseeable. This is particularly true in litigation and other advocacy contexts in which much of the activity is controlled by the opposing parties and the judge, arbitrator or other decision-maker. Accordingly, such an estimate or proposal carries the understanding that, unless we agree otherwise in writing, it does not represent a maximum, minimum, or fixed fee quotation. The ultimate cost frequently is more or less than the amount estimated. Accordingly, we make no commitment to you concerning the maximum fees and costs that will be necessary to resolve or complete any matter. We will not be obliged to continue work if the fees or other charges accrued on a matter reach an estimate previously given and a revised estimate cannot be agreed. Unless we have expressly agreed otherwise, payment of our fees and charges is in no way contingent on the ultimate outcome of the matter.
OTHER CHARGES
As an adjunct to providing legal services, we may incur and pay a variety of charges on your behalf or charge for certain ancillary support services. Whenever we incur such charges on your behalf or charge for such ancillary support services, we bill them to you separately or arrange for them to be billed to you directly. We may also require an advance payment from you for such charges. Examples of such charges include long-distance telephone calls; messenger, courier, and express delivery services; facsimile and similar communications; document printing, reproduction, scanning, imaging and related expenses; translations and related charges; filing fees; depositions and transcripts; witness fees; travel expenses; computer research; and charges made by third parties (such as outside experts and consultants, printers, appraisers, local and foreign lawyers, government agencies, airlines, hotels and the like). Other charges will generally be itemised on your bill, and will also be subject to VAT where applicable. Any bank charges which we incur when making cheque payments or telegraphic transfers of money will be charged to you inclusive of a handling fee. Our charges for these ancillary support services generally reflect our direct and indirect costs, but charges for certain items exceed our actual costs. For some services, particularly those that involve significant technology and/or support services provided by the Firm (such as imaging documents and computer research), we attempt from time to time to reduce costs by contracting with vendors to purchase a minimum volume of service that is beyond the needs of any single client. In those cases, we may bill you at a per unit rate that may not reflect the quantity discounts we obtain. In many cases the total quantity that will be used by all5clients of the Firm over a year or other period of time is not certain. Our charge for fax services is typically based on a charge per page rather than the cost of the telephone usage. In the event any of our statements for such services are not paid by their due dates, you agree that we have the right not to advance any further amounts on your behalf.
When you send us a letter at the request of your auditors asking us for a response on any loss contingencies, levels of work in progress, etc, we will charge you a fee for our response that varies with the level of difficulty of the response.
Where we engage others to act on your behalf we do so as your agent and we will not be responsible for any act or omission of those parties. Notwithstanding our advance payments of any charges, you will be solely responsible for all invoices issued by third parties. It is our policy to arrange for outside providers of services involving relatively substantial charges (such as the fees of outside consultants, expert witnesses, etc) to bill you directly.
Prompt payment by you of invoices generated by third-party vendors is often essential to our ability to deliver legal services to you. Accordingly, you agree that we have the right to treat any failure by you to pay such invoices in a timely manner to be a material breach of your obligation to cooperate with us.
BILLING ARRANGEMENTS ANDPAYMENT TERMS
We will bill you on a regular basis – normally, each month – for both fees and other charges. You agree to make payment within either, thirty (30) days of the date of our bill, or, such different period of time as may be specified in the Engagement Letter or Matter Acknowledgement Letter (the “payment period”). If you have any issue with our bill, you agree to raise it specifically before the expiry of the payment period. If the issue is not immediately resolved, you agree to pay all fees and other charges not directly affected by the issue before the expiry of the payment period and all amounts affected by the issue within ten (10) days of its resolution. If we have rendered a final bill and we become liable for further other charges incurred on your behalf, we will be entitled to render a further bill or bills to recover those amounts. In the event that a bill is not paid in full before the expiry of the payment period, interest and/or late charges will be imposed on any unpaid fees and/or costs at the combined rate of eight percent (8%) per annum. The purpose of the late payment charge is to encourage prompt payment, thus reducing our billing and collection costs.
In addition, if your account becomes delinquent and satisfactory payment terms are not arranged, we may postpone or defer providing additional services or withdraw, or seek to withdraw, from the representation consistent with applicable rules. You will remain responsible for payment of our legal fees rendered or accrued and charges incurred prior to such withdrawal.
You may wish to consider whether you have the benefit of any insurance policy which might assist with the payment of our bills. However, we look to you, the client, for payment regardless of whether you are insured to cover the particular risk. From time to time, we assist clients in pursuing third parties for recovery of legal fees and other costs arising from our services. These situations include payments under contracts, statutes or insurance policies. However, it remains your obligation to pay all amounts due to us before expiration of the payment period.
TAXES
You will be responsible for any applicable VAT or other sales tax that any jurisdiction may impose on our fees and other charges for this representation.
DATA PROTECTION AND PRIVACY
We each have our respective obligations to relevant government authorities and to individuals whose personal data we process to comply with applicable data protection laws. If you disclose or transfer to us personal data concerning individuals who are connected to you, or are otherwise relevant to a matter on which we have been retained to provide legal services to you, it shall be your responsibility to transfer or otherwise disclose such personal data incompliance with all applicable data protection laws including, without limitation, having a lawful basis for the disclosure of any personal data to us.
Where the United Kingdom General Data Protection Regulation and/or the European Union (“EU”) General Data Protection Regulation (“EU GDPR”) and/or any other national legislation implementing EU GDPR (collectively, “GDPR”) applies in relation to any personal data that you provide to us, we each act as a controller in our own right in regard to our respective processing of the personal data. In fulfilling our duties to relevant government authorities and individuals under applicable law we will process personal data that you share with us, or that we obtain from other sources on your behalf, only for the relevant purposes that are set out in our Privacy Policy or any supplemental notice that we may provide to you in connection with a particular matter. You may also have obligations under the GDPR and you will reasonably cooperate with us with respect to any personal data that are shared between us, in order to facilitate compliance with the relevant provisions of the GDPR. If you disclose or transfer to us personal data concerning individuals who are connected to you, or are otherwise relevant to a matter on which we have been retained to provide legal services to you, it shall be your responsibility as the controller of that data to transfer or otherwise disclose such personal data in compliance with GDPR requirements including (without limitation) by: (A) transferring the personal data to us only as necessary for us to provide the legal services for which you have retained us; (B) having a lawful basis for disclosing the personal data to us; (C) providing all the information required to be provided by the GDPR, in the applicable circumstances, to the relevant individuals concerning the transfer of their personal data to us; and (D) assuming the primary responsibility for responding to data subject access requests in relation to personal data that you have shared with us.
We will cooperate with you when reasonably possible to ensure that the required information referred to above is made accessible to the relevant individuals; and we will meet our own obligations to provide information directly to the individuals concerned, such as any customised privacy notice that we may issue to address a specific matter if required by particular circumstances; but in most cases it would be impossible, or would require disproportionate effort on the part of the Firm, to provide notice directly to all individual third parties that are connected to you when you share their personal data with us. The description of our respective obligations under applicable data protection laws covers our respective obligations to relevant government authorities and to individuals whose personal data we process, but does not create new duties or obligations between us by virtue of these Standard Terms (except as explicitly stated concerning cooperation and our respective roles as controllers of personal data).
CLIENT AND FIRM DOCUMENTS
We will maintain any documents you furnish to us in our client files for this matter. At the conclusion of the matter (or earlier, if appropriate), it is your obligation to advise us promptly as to which, if any, of the documents in our files you wish us to turnover to you. At your request, your papers and property will be returned to you promptly upon receipt of payment for outstanding fees and other charges. Your documents will be turned over to you in accordance with ethical requirements and subject to any lien that may be created by law for payment of any outstanding fees and costs. We may keep a copy of your files if you ask us to return or transfer your files. We will retain our own documents and files, including our drafts, notes, internal memos, administrative records, time and expense reports, billing and financial information, accounting records, conflict checks, personnel materials, and work product, such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, and other materials prepared by or for the internal use of our lawyers. All such documents retained by the Firm will be transferred to the person responsible for administering our records retention programme. For various reasons, including the minimisation of unnecessary storage charges, we have the right to destroy or otherwise dispose of any such documents or other materials retained by us seven years after the termination of the engagement, unless applicable law permits or requires a shorter or longer period for preservation of documents, or unless a different period is specified in a special written agreement signed by both of us.
With regard to any documents containing personal data that you transfer to us that we have not previously destroyed as explained above, we will act under your instructions in relation to the timing of the deletion for such data in order to comply with the GDPR storage limitation principle or to assist you in responding to a valid data subject request for the deletion of personal data.
DISCLOSURE OF YOUR NAME
We are proud to serve you as legal advisers and hope to share that information with other clients and prospective clients. On occasion, we provide names of current clients in marketing materials and on our Web site. We may include your name on a list of representative clients. We may also prepare lists of representative transactions or other representations, excluding any which we believe are sensitive. If you prefer that we refrain from using your name and representation in this manner, please advise us in writing.
LEGAL PROFESSIONAL PRIVILEGE
If we determine during the course of the representation that it is either necessary or appropriate to consult with external legal advisers, we have your consent to do so and that our representation of you shall not diminish the legal professional client privilege that Themis Law Partners has to protect the confidentiality of our communications with such advisers.
PAYMENT OF BILLS
Unless we agree differently in writing, all interim bills rendered by us will be interim statute bills. (An interim statute bill is a self-contained bill which is final in nature but covers an interim period.)
We may agree to issue bills which, although addressed to you, are marked as being payable by a third party. You will remain liable for any VAT on such a bill.
If we are retained to act for more than one person or entity, each person or entity will be jointly and severally liable for our fees and other charges. This means that we can recover the full amount of fees and other charges from any one of you. We will send only one copy of our bill, to the billing address set out in our Matter Acknowledgement Letter, unless we have agreed otherwise in writing.
Unless we agree differently in writing, all bills will be rendered in pounds sterling.
We do not accept work on a publicly funded (formerly known as “legally aided”) basis. If you are an individual you may be entitled to receive all or part of your legal costs from public funds. You should seek independent legal advice on whether or not you may be entitled to receive public funding.
COSTS IN LITIGATION AND OTHER PROCEEDINGS
In court, arbitral or tribunal proceedings, you will remain liable to pay our fees and any disbursements whether or not any costs orders are made in your favour against an opponent in the proceedings. Even if you win the proceedings, your opponent may not be ordered to pay, or may not be capable of paying, costs in an amount equivalent to our total fees and disbursements. If your opponent obtains public funding (formerly known as “legal aid”) you may not recover any of your costs even if you are successful.
Whatever the outcome of proceedings (and very commonly, if you are unsuccessful) you could be ordered to pay a proportion of your opponents’ costs in addition to our fees and disbursements. In arbitral or tribunal proceedings you may have to bear some or all of the fees and expenses incurred by the arbitral panel or tribunal (including room hire).
CONFIDENTIALITY
The confidentiality of protected client information (known as “confidences” and “secrets” in some jurisdictions and as “information relating to the representation of a client” in others) will be preserved by us in accordance with the applicable law of professional ethics, except to the extent necessary to further your interests or as described below.
In certain circumstances we may be legally obliged to disclose your confidential information to regulatory authorities, for example, details of transactions may have to be provided to HM Revenue and Customs. If such an obligation arises you may be required to provide additional information to enable us to comply with our legal obligations promptly. Your confidential information might include personal data of third parties which we are obliged to provide to them to fulfil a valid data subject request made under the GDPR.
We will be entitled to allow our professional indemnity insurers and external auditors to have access to your confidential information held by us, on a confidential basis, to the extent necessary to enable us to comply with our contractual obligations, regulatory requirements and internal or external quality standards.
MONEY LAUNDERING REGULATIONS
We may require you or third parties to provide us with information, including personal data, from time to time to enable us to comply with our obligations under the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended). Those provisions, or a failure to provide information requested for those purposes, may require us to take further steps, such as ceasing to act for you in the relevant matter or at all.
We will be entitled to recover from you fees for any time spent and charges incurred in complying with our obligations to verify your identity and monitor the services we provide to you under the anti-money laundering regime to which we are subject from time to time.
CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999
This agreement is made between you and us. No other party shall have any rights under10the Contract
(Rights of Third Parties) Act1999 to enforce any term of this agreement (other than any existing or former individual member, employee or consultant of Themis Law Partners who shall be entitled to enforce the rights set out in the section below entitled “Limitation of Liability”).
INDIVIDUAL CLIENTS
We are obliged by law to inform you that if you are a consumer (i.e., an individual receiving services in a personal and not a business capacity) and we have not met you, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 allow you to cancel your instructions within fourteen (14) days of the date of our engagement. This is without prejudice to your rights to terminate our engagement at any time by written notice.
AUTHORISATION AND COMPLAINTS
Themis Law Partners LLP is a Limited Liability Partnership registered in England and Wales with number OC455236, and is authorised and regulated by the Solicitors Regulation Authority (“SRA”) with SRA number 8011598. The SRA’s website is at www.sra.org.uk. A list of members and their qualifications is available for inspection upon request.
We maintain professional indemnity insurance cover in accordance with the Solicitors’ Indemnity Insurance Rules of the SRA.
If you wish to request a copy of our Complaints Handling Policy, or to make a formal complaint about any aspect of ours service, or about a bill issued by us, please contact us. We are not authorised by the Financial Conduct Authority (“FCA”) to provide advice in relation to investments.
LIMITATION OF LIABILITY
Themis Law Partners LLP is a Limited Liability Partnership to which the Limited Liability Partnership Act 2000 applies and has legal responsibility to you for the work its members, employees and consultants carryout on its behalf. No individual member, employee or consultant of Themis Law Partners LLP contracts with you personally or has any legal liability to you personally whether in contract, tort (to the extent permitted by law) or otherwise in respect of work performed on behalf of Themis Law Partners LLP. No claim may be brought by you against any existing or former individual member, employee or consultant of Themis Law Partners LLP. All communications sent to you in the course of our work are sent on behalf of Themis Law Partners LLP, even if signed or sent by an individual member, employee or consultant.
Individual lawyers described as “Partners” of Themis Law Partners LLP are not in fact in partnership with Themis Law Partners LLP or with each other, but are members of Themis Law Partners LLP, or employees or consultants who have requisite standing and qualifications.
The aggregate liability to you of Themis Law Partners LLP, any individual member, employee or consultant and any other person for whom Themis Law Partners LLP may be legally liable, of whatever nature (i.e., whether in contract, tort, under statute or otherwise) in respect of any claim, demand, loss, liability, damage, cost, charge, expense or interest (“Losses”) arising from any act or omission in the performance of its services, in respect of each individual matter upon which it is instructed, shall not exceed the fees (exclusive of VAT) actually paid by you to Themis Law Partners LLP in respect of that matter.
Themis Law Partners LLP shall not be liable for any loss of profit or goodwill, loss of opportunity, or any indirect or consequential Losses arising from any act or omission on its part, or for any Losses arising from a criminal act of any third party of which Themis Law Partners LLP did not have actual prior knowledge.
The exclusions and limitations contained in these Standard Terms shall not apply to limit Themis Law Partners LLP (or any individual member’s, employee’s or consultant’s) liability for death or personal injury or in respect of any fraudulent act or omission on the part of Themis Law Partners LLP or any such member, employee or consultant; or any other liability the limitation or exclusion of which is prohibited by law or rules to which we are subject.
This section “Limitation of Liability” survives the termination, for whatever reason, of Themis Law Partners LLP’s engagement with you.
SEVERABILITY
In the event that any provision or part of our Engagement Agreement, including any letters expressly stated to be part of the agreement, should be unenforceable under the law of the controlling jurisdiction, the remainder of our Engagement Agreement shall remain in force and shall be enforced in accordance with its terms.
PRIMACY
Unless expressly superseded by explicit reference the sections “Who is our Client” and/or “Conflicts of Interest” are fully effective notwithstanding another provision in case of any duplication and to the fullest extent possible in case of inconsistency.
ENTIRE AGREEMENT
The Engagement Agreement between us supersedes all other prior and contemporaneous written and oral agreements and understandings between us and contains the entire agreement between us. The Engagement Agreement may be modified only by a signed written agreement by you and by us. You acknowledge that no promises have been made to you other than those stated in the Engagement Agreement.
GOVERNING LAW
Unless otherwise specified in the letter accompanying these Standard Terms, all questions arising under or involving this engagement or concerning rights and duties between us will be governed by the law of England and Wales, excluding conflict of law rules.
IN CONCLUSION
We look forward to a mutually satisfying relationship with you. If you have any questions about, or if you do not agree with one or more of these terms and conditions, please communicate with your principal contact at the Firm so that we can try to address your concerns.