TERMS OF BUSINESS

Kepler Wolf Limited (referred to as “we”, “us”, “our”, the “Firm”, and “Kepler Wolf”) is a limited company formed under the laws of England & Wales with registered number 10978825. A list of directors is available for inspection at the Firm’s registered address: Central Court, 25 Southampton Buildings, London, WC2A 1AL.

We are authorised and regulated by the Solicitors Regulation Authority (“SRA”) with SRA number 655981.

The SRA Handbook sets out our professional and ethical rules and obligations (including the SRA Code of Conduct and SRA Accounts Rules), and it can be viewed at www.sra.org.uk.

Kepler Wolf uses the term “Partner” to signify the seniority of a lawyer. We are a limited company, and only those referred to as Directors or CEO are part of the board or shareholders.

1. The Engagement Terms

Our Engagement Letter and these Terms of Business will constitute the Engagement Terms between you and us and will govern the services Kepler Wolf provides to our client. This will be the case even if you do not sign and return a copy of the Engagement Letter.
In the event of any inconsistency between the Engagement Letter and these Terms of Business, the Engagement Letter shall prevail. Unless expressly stated otherwise, defined terms used in these Terms of Business has the meaning given to them in the Engagement Letter.
We may update these Terms of Business from time to time, in which case, after we send the updated version to you or notify you in writing (which includes email), the updated version will apply.

2. The scope of the Engagement

Unless terminated under these terms, the Engagement will be deemed concluded when we have issued our final invoice for services to you with that Engagement.
We have no obligation to provide services or otherwise advise you on any issue which falls outside the agreed scope, and, to avoid doubt, you acknowledge that the Engagement does not constitute a general retainer unless specifically agreed by us in writing in the Engagement Letter.
Unless we expressly agree otherwise in writing, we will only advise on the laws of England & Wales and relevant cross-border issues. Our advice relates only to the law in force when we advise you. We have no continuing obligation to inform you concerning future legal developments or your rights and liabilities.
We are legal advisers, and it is not part of our role to advise on business or financial matters. Nor will we advise on any tax aspects related to the Engagement, including the tax consequences of settlement agreements or the tax consequences of the payment of our bills, unless expressly agreed in writing.
You acknowledge that any expressions we make concerning the outcome of your legal matters are expressions of our best professional judgments but are not guaranteed. Such opinions are based on our knowledge of the facts and the state of the law at the time they are expressed.

3. Your relationship with us

You agree that the Engagement is with Kepler Wolf, and your relationship is with the Firm, and not with any Kepler Wolf individual who is a member, director, employee or consultant (including anyone we call a partner), who will therefore assume, to the extent permitted by law, no personal liability to you.

4. Our duty of care is to you, our client identified in the Engagement Letter

You agree that our representation and responsibility are limited to you, our client named in the Engagement Letter and, to the extent that you are a corporate entity or other entity, that our representation does not extend to any of your parents, subsidiaries or other affiliates unless we expressly agree in writing to represent those entities. Further, our representation of a company, partnership, joint venture or other entity does not include a representation of the individuals or entities that are shareholders, officers, directors, partners, joint ventures, employees or members of such entities or their interests in such entities.
If we agree to act for more than one client in respect of a single matter, the obligations of each client to us will be several, except for the obligation to pay costs to us, which will be joint and several. Joint clients also agree that all information and documents (including information or documents which are confidential or legally privileged or constitute or contain personal data or sensitive personal data) that we receive from one joint client may be provided to all the other joint clients. Joint clients should also note that we may be required to cease acting for one or more such clients if this mutual consent to sharing information is withdrawn. If a joint client asks us to return documents or money, we shall return them to the joint client who provided them to us in the first place.

5. How we charge for our services

The basis upon which our fees will be charged will be set out in writing to you - either in the Engagement Letter, a fee quote document, or an email.
If our charges are based on hourly charge-out rates, we will set the relevant rates in writing. We will keep accurate records of the time we devote to the Engagement, including but not limited to meetings and conferences (both in person and over the telephone), negotiations, factual and legal research and analysis, document preparation and revision, and other related matters. We record our time in units of one-tenth of an hour. We typically adjust our rates annually, in April of each year, to reflect current levels of legal experience, changes in overhead costs and other factors.
Alternatively, we may agree to a fixed fee with you in our Engagement Letter, which will set out both the amount of the price and the scope of the services included.
Unless we agree on a fixed fee, any indication of a likely price is an estimate only and may change as matters progress, the extent of the work becomes apparent, or you change the scope of your instructions. We will aim to communicate and keep you up to date with any changes in your fees.
Where applicable, VAT is payable on our fees, and on most expenses, we will likely incur on your behalf (see section 6 for further information).

6. Disbursements & other costs

Disbursements and out-of-pocket expenses we incur on your behalf will be invoiced to you as and when they are incurred, plus VAT where applicable. Examples include the professional fees of barristers, experts and overseas lawyers, ID verification checks, and court filing fees.
Other costs we incur on your behalf for other services may not be charged at cost as they may include additional services or handling charges, allowing for the time spent by us arranging the service. These include costs such as photocopying, postage and couriers, and bank fees.

7. Our client account & interest

Any money held by us on your behalf in connection with the Engagement will be deposited in a general client account (an instant access account in which amounts for different clients are pooled) unless we are instructed to create a separate designated account. This is following the rules of the SRA. We will not be liable for any loss of that money resulting from any reason, including default by the bank concerned.
Our policy is to account to our clients for interest on sums held in our client account on a fair and reasonable basis. Due to the administrative costs involved, we will not pay interest if the sum calculated is less than £50 in total for the entire period during which we hold your money. Interest will be calculated at 0.25% below the rate paid by the Firm’s bank from time to time and will be paid at the conclusion of our services.
You should only send money to our firm once you have verified our account details. We will not change our account details during our services, and if you receive an email stating we have, it is likely to be a fraud – therefore, please inform your primary contact at Kepler Wolf by telephone as soon as possible.
We may use the monies held in the client account to pay our invoices unless they are held for any other reason. We will let you know when we have used the money in the account to pay your invoice.

8. Value-Added Tax

The Firm is registered under number 279 2025 91 with HMRC for Value Added Tax (“VAT”) purposes. All charge-out rates, fixed fees or estimates we give you exclude VAT, which will be added to our charges and any disbursements where applicable. In considering whether VAT is applicable, Kepler Wolf shall rely on the information provided by you. If, as a result, invoices omit VAT which is later found to be applicable, you must pay the VAT amount, including any penalties or interest arising from the initial failure to charge or pay the VAT.

9. Our invoicing and payment terms

Unless we agree otherwise, Kepler Wolf will typically issue invoices to you monthly– generally, these are interim statute bills, which are final for the period they cover.
Our Engagement Letter and email correspondence will document any arrangements we agree to keep you informed of the legal costs you are incurring.
If an invoice contains any error, we may credit note that invoice and issue a new one.
You remain responsible for paying our invoices in full, including any VAT and any interest accrued, even if a third party is liable to reimburse you for any sums included in the invoice or if there is an agreement between you and a third party that that third party will pay our fees and/or expenses and/or VAT.
Where we have agreed that more than one client instructs us, you will each be jointly and severally liable for our invoices. Each joint client will be liable to pay the costs incurred regarding that matter.
Our invoices are payable within 14 days of the invoice date. We reserve the right to charge interest on any overdue amounts daily at the official rate payable on judgment debts. In the event of non-payment, you will also pay all collection costs, including reasonable lawyers’ fees and expenses for the time expended during any audit and/or proceeding or otherwise pertaining to the collection process. We will endeavour to agree on a suitable date for invoicing to assist you in meeting this deadline.
If any bill is not paid within 14 days after it is delivered or any request for a payment on account is not met, in addition to charging interest, we reserve the right:
- to suspend carrying out our services;
- to terminate our Engagement Letter on written notice to you;
- to remove our name from the court record in any proceedings in which we are acting for you;
- to continue to hold any money held on your behalf until you have paid our invoices in full.
If one or more of our invoices remain unpaid, in whole or in part, we may apply any of your funds held in our client or deposit accounts (provided we do not hold them for a specific purpose or to the order of a third party) towards the payment of the unpaid invoices at our discretion and irrespective of whether the funds are held in connection with the Engagement.
We accept no liability for any loss to you or damage to the Engagement due to any delay in providing, or for any failure to provide, funds we request.

10. Instructing other professionals

If it is agreed that Kepler Wolf shall instruct other professionals (such as barristers, lawyers of other jurisdictions, tax advisers, accountants, and other experts/agents) on your behalf, you are responsible for paying their fees.
Barristers’ fees will be included in our invoices. For other professionals, it is likely preferable for you to contract directly with them. However, we would typically make the arrangements and deal with the professional for you. If, however, you instruct us to enter into any contracts with professionals, we shall include their fees in our invoices. If substantial costs are involved, we may ask for a payment on account to be made.
We assume no responsibility or liability for advice given to you or otherwise regarding the information supplied or work undertaken by any other professional with whom we may work in relation to the Engagement, whether recommended by us or suggested or instructed by you. Unless you otherwise advise us in writing, we will assume that we are authorised to communicate information (whether confidential to you or not) to such advisers for their work.

11. Referrals

Under SRA rules, we must inform you that when we refer you to certain third parties, we may receive a payment of up to 7% of the fees invoiced to you by such third parties. This payment will not affect our ability to act, at all times, independently and in your best interests. If you disagree with us receiving such payments, please let us know, and we will be happy to discuss alternatives.
If you have been referred to us by a third party, we may make a referral payment to them, which will amount to 7% of the fees invoiced by us in relation to the Engagement. As is the case concerning the payments referred to in this section 11, this payment will have no bearing on the costs that you will be liable to pay or our ability to act, at all times, independently and in your best interests.

12. Storage of Papers and Documents

On completion of the Engagement, following payment of all our bills on all matters for you, any original documents or other property which belongs to you and which we hold will be returned if you request in writing to us. Otherwise, any hard-copy files or records of the Engagement will be scanned and stored electronically for at least seven years. Unless we have agreed otherwise in writing, you authorise us to destroy all electronic records of our work seven years after our final invoice for the Engagement.

13. Our documents & intellectual property rights

Kepler Wolf retains copyright in all documents we draft concerning the Engagement. Still, we license you to use these documents for the intended business purpose they were created for.
Our correspondence with you and all copies of other documents received from or created for you during the Engagement remain our property. If all our bills have been paid, we shall provide you with copies of the relevant documents at your request.
We reserve the right to destroy the data, files and papers relating to any matter at any time after seven years from the date of our final invoice for the Engagement or relevant matter unless otherwise agreed.

14. Anti-money laundering

As solicitors, we are required to verify the identity of our clients. The process varies for different categories of clients, but generally, the following procedures will apply:
If you are an individual who we meet, please bring one form of proof of identity (e.g. a current passport, national identity card or driving licence) and one form of proof of residential address (dated within the last three months, such as a utility bill or bank statement). If you cannot meet us in person, we may ask you to provide a third document (either proof of identity or address) and have all three documents certified as true copies (photocopies) of the originals by a lawyer, accountant, bank official, embassy or consulate. Unfortunately, we cannot rely on copies of digital photographs.
We may also ask you to use our third-party KYC service Legl to provide us with information so that we may verify your identity.
If you are a company, in many cases, we can obtain all the information we need through online databases. However, if there is insufficient information about you in the public domain, we will ask you to provide certified copies of your corporate records to enable us to understand your ownership and control structure.
If we are carrying out a transaction for you, we will ask you to explain how the transaction will be funded, and, in some cases, we may ask you to provide supporting documentation.
Notwithstanding your instructions, there may be circumstances where we are required to act instead of following obligations or directions arising under the various relevant anti-money laundering and counter-terrorist financing legislation.
We are obliged in certain circumstances to disclose otherwise confidential information to the National Crime Agency (“NCA”). Where we have reasonable evidence to know or suspect that a transaction involves criminal proceeds, we may be legally required to disclose to the NCA. In this event, and where we have determined that it is necessary to make a disclosure, we may not be able to inform you that a disclosure has been made or the reasons for it. We will tell you about any potential money laundering problem and explain what actions we may need to take, but only where the law permits us to do so. We shall have no liability to you concerning our duties to comply with such legislation.

15. Time and deadlines

Our work may be affected by your instructions if, for example, you require it to be completed in a particular manner or timescale. If you instruct us to report to you in an abbreviated form or within an unusually short timetable, you may not receive all the advice or information you would otherwise have received.
We shall try to meet any deadline we agree with you, but unless we agree otherwise in writing concerning any time, date or period for performance or delivery by us of our service or advice, time shall not be of the essence.

16. Communication with you

We will send documents and communicate by email with you and others involved in the Engagement. Sending emails is not secure, and if you prefer us not to share or send documents by email, either at all or for particular types of documents, you will let us know, and we will arrange for encryption and secure file transfer facilities to be put in place.
You accept the risks of using email, including but not limited to viruses, interception, unauthorised access, delay, misrouting and breakdown of service providers. We use software to filter spam emails, which may, in advertently, block your legitimate email. We do not accept the consequences of receiving your emails in these circumstances.
We may monitor email for regulatory compliance purposes.
We endeavour to retain, in electronic storage or hard copy, copies of all emails which contain or refer to important information, although others may be deleted or destroyed. However, it may be impractical or unjustifiably time-consuming to retain all such emails, and your file may not contain a copy of every email sent or received.
Kepler Wolf accepts no responsibility or liability for malicious or fraudulent emails purportedly coming from the firm. The client is responsible for ensuring that any emails from the firm are genuine before relying on anything contained within them.

17. Other clients & conflicts

We cannot act for you in relation to a matter if our duty to act in your best interests conflicts or there is a significant risk that it will conflict, with our obligation to act in the best interests of one or more of our other clients in respect of the same or a related matter, unless we are permitted to do so by our professional rules. If a conflict of interest becomes apparent after we have agreed to act, we will notify you promptly, but you acknowledge that there is a chance that we may be required to stop working for you and may need to withhold information as to why.
You agree that without prejudice to our duty of confidentiality to you as set out in the Engagement Terms, and subject to applicable laws and rules of professional conduct, Kepler Wolf may now or in the future, without your consent, be instructed in other matters by other clients whose interests may not be aligned with your own.
However, while we are acting for you on a matter, Kepler Wolf will not work for another client concerning the same or a related matter unless and to the extent that we are permitted to do so under the laws and professional regulations applicable to us, and, where necessary, we have your consent.

18. Confidentiality and duty of disclosure

Kepler Wolf will keep your affairs and all information obtained from you, which is not in the public domain, confidential, and will only otherwise disclose such information if required by the laws and professional regulations applicable to us or as set out in the Engagement Terms.
You agree that, unless you instruct us otherwise, we may disclose in confidence any relevant documents and information to your other professional advisers (not limited to those whom we are instructing on your behalf).
A client who makes a claim against Kepler Wolf is by law deemed to waive confidentiality and legal privilege so that Kepler Wolf can defend itself. You also agree to waive confidentiality and legal privilege if: (1) a court, regulator or ombudsman seeks an explanation from us on any aspect of our conduct of your affairs; (2) your opponent applies to the court for a wasted costs order against us; or (3) we apply to the court for an order terminating the Engagement, or to recover our unpaid costs. Similarly, we may disclose any relevant information in confidence to Kepler Wolf’s insurers, insurance brokers, auditors and other advisers.
For marketing or publicising our services, Kepler Wolf may want to disclose that we have advised you. In this event, we may identify you by your name and indicate the relevant matter's general nature and any details that have properly become publicly known.
We may outsource services such as IT infrastructure and services and other back-office functions in the interests of cost saving and efficiency. We will ensure that providers of such services have given robust information security, data protection and confidentiality undertakings, and we will monitor their compliance, reputation and standards.
You agree that we are under no duty to disclose to you or use on your behalf any information in respect of which we owe a duty of confidentiality to another client or any other person. Further, if you do not engage us at a given point in time, you agree that, unless prohibited by applicable laws or professional rules, we are entitled to accept other instructions to act in respect of the subject matter of your previous instructions, provided we do not disclose to or use for the benefit of another client, any information or documents in respect of which we owe you a duty of confidentiality.
Where information that may be relevant to an engagement we are instructed on is provided to Kepler Wolf personnel other than those involved in the Engagement, you accept that knowledge of that information will not be attributed to those involved.
You agree that by our putting in place appropriate safeguards to ensure that access to the relevant confidential information is restricted, our duty of confidentiality to you will be satisfied, and we will not be prevented from acting for you or other clients, provided nothing contravenes the applicable professional rules and law.

19. Legal Professional Privilege

Communications between a lawyer, acting in their capacity as a lawyer, and a client are privileged if they are both: (a) confidential; and (b) made to seek or give legal advice (legal advice privilege).

Confidential communications between a lawyer and a client, a lawyer and an agent or a lawyer and a third party will also be privileged if they are made after litigation proceedings have commenced or are reasonably in prospect and the communications are for the sole or dominant purpose of litigation (litigation privilege).
You should be aware that if we must communicate with third parties on your behalf, those communications are unlikely to be privileged unless litigation privilege applies. Where legal advice privilege is concerned, the courts may treat individuals within your own organisation as external third parties if they are not involved in giving instructions or in seeking, obtaining or receiving advice from us.
If you decide to disseminate privileged documents, either internally or externally, the privilege may be lost, so you should discuss this with us first. The law is unclear on whether legal advice privilege can exist in communications with clients made by non-lawyers working for us.

20. Inside information

You are responsible for notifying us if you provide us with information or if we will act for you on matters that constitute “inside information” concerning your business. Upon such notification, we will maintain a list of persons employed by us working on your behalf in connection with such a matter and who have access to relevant inside information.
Kepler Wolf will ensure that every person is aware of their duties and the sanctions relating to the misuse or improper disclosure of inside information. You may ask us for a copy of the list at any time within five years from the date the data ceases to be inside information.

21. Data protection

In providing personal data to us, we assume that you have complied with your obligations under relevant data protection laws. Any personal data you provide to us will be stored, processed and transferred per our obligations and for the purposes of providing legal services to you.
For details on our use and processing of personal data, please visit Privacy Policy — Kepler Wolf. Please write to us if you would like a hard copy of this policy.

22. Financial Services and Markets Act 2000

The advice which we provide is confined to legal advice. We do not advise on the merits of financial products or investment transactions. No communication from us should be treated as an invitation for you to engage in regulated investment activity of any description.
We are not authorised under the FSMA nor by the Financial Conduct Authority (“FCA”). However, we are included on the Exempt Professional Firms register maintained by the FCA so that we can carry on insurance mediation activity, broadly advising on, selling and administrating insurance contracts. This register can be accessed via the Financial Conduct Authority website at www.fca.org.uk. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority.

23. Terminating the Engagement

You always have the right to terminate the Engagement by written notice to us. Likewise, Kepler Wolf reserves the right to suspend or terminate the Engagement on written notice to you. If either party ends the Engagement, we will stop all work for you, consistent with applicable laws and professional regulations. Following termination, we will invoice you for all outstanding fees and costs incurred up to and including the termination date.
You agree that Kepler Wolf may exercise a lien over (that is, retain) all your files (paper and electronic documents and data), monies and other property held for you until our invoices are paid in full, subject to the laws and professional regulations applicable to us. In addition, you agree that we may invoice you for any further fees and expenses associated with transferring our files to another adviser of your choice.

24. Limitations on our liability

For this section 24, “Loss” means the total of all losses (including loss of profit, loss of business, loss of opportunity, etc.), damages or costs suffered or incurred, directly or indirectly, in connection with the Engagement and any matter, including as a result of a breach of contract, negligence, fault or other act or omission by Kepler Wolf, but excluding any losses which cannot be so limited under the relevant law and regulations.
We shall not be liable for any delay in performing or inability to perform our services or obligations due to circumstances outside our reasonable control or our compliance with anti-money laundering or counter-terrorist financing legislation.
Kepler Wolf’s total aggregate liability to you (or any other party whom we have expressly agreed may have the benefit of, and rely on, our work) for Loss or any costs incurred by you shall be limited to the cap on liability stated in the Engagement Letter or, if no sum is specified, the sum of £3m.
Save where expressly agreed otherwise, we shall be liable only to you and not to any third party, and no such third party will be entitled to enforce the terms of this agreement under the Contracts (Rights of Third Parties) Act 1999 (as may be amended).
Kepler Wolf will not be liable if any Loss is due to the provision of false, misleading or incomplete information or documents (save where we should reasonably have discovered the inaccurate, misleading or incomplete information or documents).
Kepler Wolf does not accept any liability for any Loss suffered by you as a result of your reliance on advice or other services provided by third parties instructed by us on your behalf (for example, barristers, co-counsel, correspondent lawyers in other jurisdictions, experts). Any advice given by such third parties will be their responsibility direct to you and not ours, and we shall not be liable for any act or omission by them.
Where you suffer any Loss for which Kepler Wolf is jointly and severally liable with another third party, the extent to which such Loss shall be recoverable by you from us, as opposed to the third party, shall be limited to be in proportion to our contribution to the overall fault for such Loss. You agree that our position will not be adversely affected by any limitation of liability you may agree with any third party and that we will not be liable to you for any amount over our proper share of joint or several liabilities to which we are not entitled to recover from any other party because you agreed to limit their liability.
No member or director of Kepler Wolf or any of its employees or consultants shall have any personal liability to you whatsoever, save that provisions in these Terms of Business which restrict or exclude the liability of Kepler Wolf or of its shareholders, directors, employees, or consultants, including anyone we call a partner, will not apply in the case of fraud or deliberate misconduct.

25. Complaints

Kepler Wolf is committed to providing the highest quality service to its clients. If you are dissatisfied with any service or have a complaint about our fees, please raise the concern with the Kepler Wolf partner responsible for supervising the Engagement. We operate a procedure to help resolve any problem promptly and fairly. We will supply you with a copy of this procedure upon request. If the issue cannot be resolved using this procedure, you may be able to apply to the court for an assessment of our invoice under Part Ill Solicitors Act 1974 and/or refer your complaint to the SRA or to the Legal Ombudsman, which operates a complaints and redress scheme.
If at any point you become unhappy with the service we provide, please inform us immediately so that we can do our best to resolve the problem for you. You can obtain a copy of our complaints procedure here Client Care — Kepler Wolf.
If we are unable to resolve your complaint, then you can have the complaint independently looked at by the Legal Ombudsman. The Legal Ombudsman investigates complaints about service issues with lawyers. The Legal Ombudsman expects complaints to be made to them within one year of the date of the act or omission about which you are concerned or within one year of you realising there was a concern. You must also refer your concerns to the Legal Ombudsman within six months of our final response to you.
For further information about the Legal Ombudsman, including whether you can complain, you should contact 0300 555 0333 or www.legalombudsman.org.uk. The Legal Ombudsman may refer your complaint to the SRA if they are not the correct body to consider the matter, as the Legal Ombudsman’s services are only available for certain types of complaints and complainants. Further details can be found on the SRA’s website.
Before accepting a complaint for investigation, though, the Legal Ombudsman will check that you have tried to resolve your complaint with us first.
The Solicitors Regulation Authority (SRA) can help if you are concerned about our behaviour. This could be for things like dishonesty, taking or losing your money or mistreating you because of your age, a disability or other characteristic. Visit their website to see how to raise your concerns with the Solicitors Regulation Authority.
If you wish to make a complaint relating to a bill, you must do so within one month of receiving the invoice, failing which we will be under no obligation to investigate or to attempt to resolve the complaint. You may also have the right to apply to the court for assessment of the bill under Part III of the Solicitors Act 1974 or Part 48 of the Civil Procedure Rules 1999, normally within twelve months of delivery of the bill. The Legal Ombudsman may decline to consider your complaint if you have applied to the court to assess the bill.
No charge will be made for the time spent investigating and responding to a complaint.

26. Professional Indemnity Insurance

Our professional indemnity insurance covers the professional services provided by the Firm worldwide. Details of this insurance, including contact details of our insurer, can be made available on request.

27. Anti-bribery and corruption

The Firm’s policy is to always act following the highest professional, ethical and business standards, and we expect the same from our clients and their related persons, entities or affiliates. We have a zero-tolerance approach to bribery or corruption, and you agree not to expect or request any conduct from us that might bring our name into disrepute or compromise our integrity and independence and that you or your related persons, entities or affiliates will refrain from any practices involving bribery or any other corrupt activities.

28. Audit letters and references

At our discretion, we may, but we are not obliged to, respond to reasonable requests for information from a corporate client’s auditors if the company’s directors authorise us in writing. Any response we provide will follow The Law Society’s guidelines for replying to audit letters. We will confirm the amount of any costs and expenses due to us, whether we are holding documents and, if so, whether we hold them as security for our fees. Non-specific enquiries about our awareness or otherwise of contingent liabilities, litigation, breach, or potential breach of regulations and rules relating to the client’s business will not be answered. Where the directors have in writing estimated the amount of such liabilities on a specific matter in which we are instructed, Kepler Wolf may be prepared to comment upon the directors’ estimate if the directors so request. The time we spend responding to an audit letter will be charged at the appropriate hourly rate. We do not provide bank or other references.

29. Whole Agreement

The Engagement Letter, these Terms of Business and any other terms expressly agreed at any time in writing by a partner of ours set out the entire agreement between you and us for the work you have instructed us to do. If you require us to carry out additional work and we do not prepare a separate Engagement Letter, this agreement will continue to apply, modified to reflect the scope of the other work which will be carried out at our then hourly rates for the individuals concerned, unless we agree otherwise in writing.
If any part of the covering Engagement Letter or these Terms of Business is or shall become invalid, illegal or unenforceable, the remainder shall survive unaffected.

30. Governing law & disputes

These Engagement Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed under the law of England & Wales. The parties agree to submit to the exclusive jurisdiction of the English courts.