1.           Terms of Business

(a)   The terms set out in this schedule, together with our engagement letter to you, form our agreement with you to provide legal services. These terms apply to each matter we work on with you.  If there is a conflict between these terms and our engagement letter, these terms will prevail, unless the engagement letter expressly overrides them.

(b)   We can change these terms in response to legal, regulatory and technological changes, and we may increase our hourly rates.  If we do so, we'll notify you and you can contact us to terminate our instructions before the changes take effect.

2.           Our services

(a)   We only advise on matters within the scope of our instructions, as set out in our engagement letter.  Unless your engagement letter clearly says otherwise, we will not advise you on the financial or tax aspects of any matter, or on your wider tax or financial interests, on the law of jurisdictions outside of England and Wales, or on accounting and commercial issues (including on the viability and prudence of this matter), even if a relevant issue arises during the course of our work together.  You may wish to seek separate specialist advice on these matters.

(b)   Our advice is intended solely for you.  We do not accept or assume responsibility to anyone other than the clients identified in our engagement letter. Unless we agree otherwise in writing, you must not share our advice with anyone else.

(c)   We retain all intellectual property rights in the advice which we provide and the documents which we prepare, but permit you to make use of such work for the purposes of your particular matter only.

3.           Fixed and capped fees

(a)   If the assumptions on which the fixed or capped fee are based (as set out in our engagement letter) prove incorrect we may increase our fixed or capped fee or switch to charging you on a time-spent basis.  If we switch to charging on a time-spent basis, we will provide you with an estimate of our fees to complete the matter.

(b)   If you terminate our instructions (other than because we are at fault) we can charge you the full fixed fee unless you are an individual who is not instructing us in connection with your business (a consumer) in which case we will charge you on a time spent basis for the work we have done prior to termination, if this is less.  The same rules apply if we stop acting for you for a reason set out in paragraph 13.

4.           Conflict of Interest

(a)   Sometimes during the progress of a matter circumstances change so that either new adverse parties emerge or existing adverse parties present a previously undiscovered conflict of interest problem under rules applicable to lawyers in the UK (the “UK Rules”).  In either event, if the changed circumstances then present us with a conflict of interest problem which would prevent the lawyer acting for a client, as a matter of professional ethics under the UK Rules, from continuing to act for the client, then we would notify you immediately and advise you to engage other lawyers.

(b)   We should of course emphasise that we could not and would not represent the other party in those circumstances.  An exception might occur if the conflict of interest problem arose before we commenced work for a potential client and where any discussions which had already taken place would not prejudice the potential client.  We might then properly be able to act against the potential client.

5.           Money Laundering

For the protection of all our clients, we operate money laundering prevention procedures which may require us to obtain proof of a client’s identity before giving effect to his instructions.  In certain circumstances, information may be revealed by us to the appropriate authorities in relation to any suspicion of money laundering, and we may have to terminate our retainer.

6.           Regulation

While Sergey Kvitkin is authorised and regulated in his personal capacity by the Solicitors Regulation Authority (“SRA”) to provide legal services, Tanamera Consulting Ltd is not regulated by the SRA.  This means that:

(a)   you are not entitled to regulatory protections such as access to the Compensation Fund or the SRA’s minimum terms and conditions for professional indemnity insurance; and

(b)   other regulatory protections attached to the title of solicitor, such as legal professional privilege, may not apply either (however, we will comply with the confidentiality obligations in this letter agreement).

In addition, neither Sergey Kvitkin nor the company will provide any of the following services:

• Reserved legal services to the public (i.e. the exercise if a right of audience; the conduct of litigation; reserved instrument activities relating to the transfer of land; probate activities; notarial activities; the administration of oaths)

• Immigration work

• Claims management services

• Regulated financial services or activities

7.           Funding

We assume that you are confident that you will be able from your own resources to pay our bills promptly when you receive them and that you will likewise be in a position to provide money on account, if and when we require it.  If you are in any doubt about your ability to pay now or in the future, please discuss this with us without delay before instructing us to proceed further.  If your financial circumstances change during the course of the case, so that doubt arises as to your ability to pay, you should inform us immediately.

8.           Data Protection

In providing services to you, data protection and data security is governed by our privacy policy which will be made available on request.  By submitting your personal details to us, you will be taken to have provided informed consent to our using that information for our services to you and also for our marketing and mailing purposes.

9.           E-mails and Method of Communication

We shall assume that you consent to us communicating with you by e-mail, unless you instruct us to the contrary.

We cannot guarantee the security of e-mails or when they will arrive.  We are not responsible for any loss or damage caused by e-mails arriving late, or loss or damage caused by e-mail security being broken.

Although we are careful to ensure that our computer systems are free from viruses, we are not responsible for any loss or damage to you or your computer systems which is caused by electronic communication with us.

10.        Complaints Procedure

If you are unhappy with any aspect of the service you receive, please take the matter up with us immediately.  Do not allow the problem to fester.

In the first instance, please direct your complaint to the person in charge of your matter.

If you are not satisfied with the result of that complaint, or if it has not been resolved within eight weeks, you also have the right to complain to the Legal Ombudsman at the conclusion of the complaint process. The Legal Ombudsman’s address is PO Box 6806, Wolverhampton WV1 9WJ and its telephone number is 0300 555 0333. Any complaint to the Legal Ombudsman must usually be made within six months of the date of our final written response to your complaint. For further information, you should contact the Legal Ombudsman.

11.        Storage of Papers and Documents

After completing the work, we are entitled to keep all your papers and documents while there is money owing to us for our charges and expenses.  We will keep our file of papers (except for any of your papers which you ask to be returned to you) for no more than seven years.  We keep the file on the understanding that we have the authority to destroy it seven years after the date of the final bill we send you for this matter.  We will not destroy documents you ask us to deposit in safe custody.

If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrieval.  However, we may make a charge based on time spent producing stored papers or documents to you or another at your request.  We may also charge for reading, correspondence or other work necessary to comply with the instructions given by you or on your behalf.

12.        Limitations on our liability

(a)   Liabilities not excluded. Nothing in these terms limits any liability which cannot legally be limited, including without limitation liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

(b)   Exclusion of indirect and consequential loss (business customers only).  Subject to paragraph 13(a), if you are a business, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this agreement for any indirect or consequential loss.

(c)   Losses we are not liable for.  Subject to paragraph 13(a), we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this agreement for any loss arising as a result of:

i.   our complying with our legal and regulatory duties, such as delays or disclosures arising in the context of compliance with anti-money laundering legislation;

ii.   errors or defects in third party services instructed by us on your behalf or used by us in the provision of services to you, provided we use reasonable skill and care in selecting and appointing those third parties;

iii.   circumstances beyond our reasonable control;

iv.    loss or damage caused by email use, provided we have taken reasonable security measures; or

v.     failure of any bank.

(d)   Liability caps.  Our aggregate liability to you in each matter is limited to the higher of: (i) the per claim limit of our professional indemnity insurance (if one is in place), and (ii) the aggregate amount of fees paid or payable by you to us in respect of the relevant matter.  Subject to paragraph 13(a), the cap will apply whether the liability arose in contract, tort (including negligence), for breach of statutory duty or otherwise and whether it arises under or in connection with this agreement.

(e)   No claims against our staff.  Services are provided by our staff for and on behalf of Tanamera Consulting Ltd.  Our staff (including directors) do not assume any personal responsibility to our clients in relation to work carried out under these terms and any personal liability of any member of staff (including directors) is therefore excluded.  Any claims must be brought against Tanamera Consulting Ltd.  You agree not to bring any claim (including in negligence) against any employee or member of our staff (including directors) as individuals in their personal capacity in connection with any loss or damage suffered in connection with our services.  If you do bring a claim against any of our staff (including directors), they can rely on our agreement, including its limitations of liability.

13.        Termination rights

(a)   You may terminate your instructions to us at any time by telling us in writing.  We can also stop acting for you, if we have reasonable grounds to do so, for example because you have broken our agreement by not giving us timely instructions or paying our invoices on time.  We can also stop acting for you if the solicitor-client relationship of trust and confidence has broken down, if we discover a conflict of interest, if to proceed would otherwise be contrary to legal or regulatory duties, if the risk profile for your case has significantly changed or if you experience an insolvency event.  We will write to you explaining our decision, giving you as much notice as possible.

(b)   If you terminate your instructions or we stop acting for you, you must pay our charges (fees, disbursements and expenses) incurred up to the point of termination, as well as any charges we incur after termination, for example in transferring your file to another adviser or removing ourselves from the court record.

(c)   If you are an individual who is not instructing us in connection with your business, you may have a legal right to cancel our agreement with you and receive a refund of any sums you have paid us in advance.  You are likely to have these rights if we take instructions from you outside of our offices or at a distance, for example online or over the telephone.  Your right to cancel expires 14 days after our agreement is made and if you request us to start work during that period you will have to pay us for any work we do up until you cancel.  Work which we start at your request during the cancellation period cannot be cancelled once completed, even if the cancellation period is still running.

14.        Confidentiality

We will keep confidential information we obtain through our services confidential but we reserve the right to use and disclose it to:

(a)   deliver those services, which may include storing confidential information on our computers, in our email and in the cloud;

(b)   comply with the law, including by performing conflicts of interest checks for new cases against a list of current and former clients, reporting suspicious activity to the National Crime Agency if we suspect money laundering and responding to freedom of information requests; and

(c)   comply with requests by regulators and other competent authorities.

15.        Force Majeure

Each party reserves the right to defer the date of provision of the services or to cancel the instruction without incurring any liability if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.  If the event in question continues for a continuous period in excess of 90 (ninety) days, either party shall be entitled to give notice in writing to the other to terminate this agreement.

16.        Governing Law

This agreement is governed by English law.

17.        Jurisdiction

The English courts shall have exclusive jurisdiction in the event of any dispute arising out of or connected with this agreement.  You hereby irrevocably agree to submit to the jurisdiction of the English courts.  Any judgment rendered or order made by the English court may however be enforced by us against you through the judicial system of such other countries and states as we consider to be expedient.