Terms of Business

Ropes & Gray International LLP

Introduction

These Terms of Business (“TOB”) contain important information about the services provided by Ropes & Gray International LLP (“R&GI”) as required by the Code of Conduct of the Solicitors Regulation Authority (“SRA”).

About us

Ropes & Gray International LLP is a Delaware limited liability partnership operating in England and Wales.  Other members of the Ropes & Gray network are Ropes & Gray LLP, a Delaware limited liability partnership which carries on business in the US, and any entity carrying on business outside the US and England and Wales under the name Ropes & Gray or auspices of Ropes & Gray.  .  In these TOB, references to “Ropes & Gray” or the “Firm” are to the network comprising R&GI, R&G and any such entity.

You agree that we may, where we consider it appropriate to do so, engage R&G to work alongside us on a matter.  Where we do engage R&G on your matter we will, unless otherwise agreed, include its charges in our statements.

Payment of Interest on Funds on Client Account

In accordance with Part 3 of the Solicitors Regulation Authority (“SRA”) Accounts Rules 2011, it is R&GI policy to account to clients for interest on client money on a fair and reasonable basis.

Client monies will normally be held in a general client bank account in which amounts for different clients and matters are pooled and R&GI will pay interest calculated over the term during which the monies are held at the prevailing rate on current account. In such cases, we will generally account to you for this interest at the conclusion of the matter. You may also nominate a separate designated deposit account to hold your monies for a specific matter.  All interest earned in that account will be paid to you directly.

Under normal circumstances, if the total amount of interest calculated over the term is less than £150, no interest will be paid.

Documents and Files

We will maintain necessary documents relating to this matter in our client files.  At the conclusion of the matter (or earlier, if appropriate), it is your obligation to advise us as to which, if any, of the documents in our files you wish us to make available to you.  These documents will be delivered to you, in accordance with our usual practice, within a reasonable time after receipt of payment for outstanding fees and costs, subject to applicable rules of professional conduct.  We will retain any remaining documents in our files for a certain period of time and ultimately destroy them in accordance with our record retention programme schedule then in effect.

We will keep information and documentation entrusted to us confidential, subject to any duties or obligations imposed on us by law or by applicable rules of professional conduct.  These duties or obligations may include, but are not limited to, persons attending the firm for the purposes of carrying out an audit as required by the SRA, which audit may involve examining files and interviewing personnel.

Due Diligence and Bribery

The Money Laundering Regulations 2007 impose on us various obligations, including the requirement that we verify the identity of our clients and, where appropriate, their beneficial owners, prior to acting, and conduct ongoing client due diligence.  We will contact you initially and from time to time, where we are required to do so, to request this information.  In order to assist in this process we may also obtain information through electronic data provided by third parties.

We are obliged to report to the National Crime Agency (“NCA”) any knowledge or suspicion we may have of money laundering or terrorist financing, or if we have reasonable grounds for knowing or suspecting money laundering or terrorist financing.  We may not be able to tell you that a report has been made and we may not be able to continue to provide legal services unless and until the NCA permits us to do so.  We may also need to report such knowledge or suspicion to our regulator.  In such circumstances the engagement shall be suspended to the extent necessary.

We have a zero tolerance approach to bribery and corruption.  By agreeing to these TOB, you are agreeing to abide by our zero tolerance approach to bribery and corruption and to report to us any such activity which is related to this engagement and which comes to your attention during the course of the engagement.

Data Protection

We (and others processing data on our behalf) hold and use information about you and your employees and representatives in order to comply with our reporting and client verification obligations, including as referred to in “Due Diligence and Bribery” above, to carry out work for you and to keep you and your employees and representatives informed of the activities carried out by us.  You agree that information we may hold about you, including personal data, may be held and used in connection with the engagement in other countries or jurisdictions, some of which may not have data protection laws equivalent to those in the UK.

We may use some of the information you give to us to send information to you about Ropes & Gray and our services.  If you do not wish to receive this information, please inform the partner or fee earner with whom you normally deal.

You agree that we may carry out credit reference checks using online or other databases as we may decide.  Such agencies may keep a record of that search.  For the purposes of this paragraph “we” means Ropes & Gray.

Cookies

Ropes & Gray uses cookies on its websites.  Cookies record information about your online preferences.  Many of these only last for the duration of the visit.  We use Google Analytics to provide information on our website visitors.  Some third parties, such as Google Analytics, may also have cookies embedded via their websites.  This includes cookies storing information when you sign up to receive newsletters and e-alerts via the website.  By agreeing to these TOB, you consent to cookies gathering information as described in this paragraph.

Communications

Unless you inform us to the contrary, we may communicate with you in connection with any matter (including confidential and legally privileged matters) by whatever means we consider appropriate, including by email or other electronic communications over the internet and with such persons we reasonably believe are authorised by you.  However, you acknowledge that electronic communications are not secure nor free from error or virus and we cannot provide any guarantee that such communications have been received, are complete and have not been intercepted or their content otherwise disclosed and we accept no liability in respect of any claim or loss arising in connection with such communications.

To the extent permitted by applicable law, we may record and monitor electronic communications (including by e-mail, facsimile transmission and telephone) to ensure compliance with our global legal and regulatory obligations and internal policies.

Complaints Procedure

We appreciate the opportunity to serve as your lawyers and anticipate a productive and harmonious relationship.  If, however, you become dissatisfied for any reason with our services or the fees charged, we encourage you to bring your concerns to the attention of your principal lawyer contact immediately.  We treat all complaints seriously and are committed to investigate and try to resolve any issues you raise promptly and fairly using our internal complaints handling procedures (a copy of which is available on request).  You may also have the right to make a complaint to the Legal Ombudsman, further details of which are available at http://www.legalombudsman.org.uk/.  On our side, if we perceive a problem with the representation, we will discuss it with you.

In our experience, most problems can and will be rectified through such communication.  In the unlikely event that a dispute should arise between us that cannot be resolved through communication and discussion, we both agree that, prior to instituting any formal proceeding, we will attempt to resolve the dispute through non-binding mediation, before a mediator who is agreed to by both parties.  In the event that we both are unable to agree upon a mediator, we both agree to submit our dispute for non-binding mediation to the Centre for Effective Dispute Resolution (“CEDR”), which will then appoint a mediator for us and the mediation shall be conducted pursuant to the CEDR’s rules.  We both agree that any such mediation will take place in London, England and that we both will equally share the costs of mediation.

Regulation

The Law Society is a designated professional body for the purposes of the Financial Services and Markets Act 2000 but responsibility for regulation and complaints handling has been separated from its representative functions.  We are regulated by the SRA, the independent regulatory body of the Law Society of England and Wales.

We are not authorised by the Financial Conduct Authority to conduct investment business under the Financial Services and Markets Act 2000.  However, we are permitted to carry out very limited investment activity on certain conditions but only where necessary for, or incidental to, the provision of our legal services.

Professional Indemnity Insurance

The SRA Indemnity Insurance rules require us to hold a minimum level of insurance.  The territorial coverage is worldwide for R&GI and additional details can be provided upon request.

Our work is subject to a global professional indemnity insurance policy provided by Pembroke Managing Agency Limited of Lloyd’s of London.  Our insurers may be contacted through their website, http://www.pembrokeunderwriting.com/.