Terms of Business

Solicitors | In House Counsel

1 Introduction

These General Terms of Business apply to the supply of legal services by MandellCorporate

(“MC”) to a client pursuant to the Engagement Letter. By instructing or continuing to instruct MC you are deemed to have accepted these General Terms of Business .There may be circumstances where the engagement may be confirmed verbally. All verbal instructions will be confirmed in writing . For this purpose writing will include email. Any email setting out the terms of instructions may may of itself constitute the Engagement Letter and that fact will be stated on the email.

MandellCorporate is the trading name for David Mandell who operates as an individual and sole Principal ( “the Principal” ) with personal liability for the legal practice trading as MandellCorporate.

It is important for you and any other beneficiaries of the legal services supplied by MC to understand that the Principal and employees of MC do not assume legal liability or personal responsibility for the legal services delivered by MC under or in connection with the Services other than in accordance with these General Terms of Business and the Engagement Letter.

Please see the definitions section below for an explanation of particular terms used in these General Terms of Business.

Each clause or term of these General Terms of Business constitutes a separate and independent provision. If any of the provisions are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.

These General Terms of Business and the Engagement Letter and any additional terms which may supplement them and which are expressly agreed between MC and you from time to time (“Additional Terms”) constitute a Services Contract made between MC and you. The Services Contract sets out the entire agreement and understanding between MC and you in connection with the Services and supersedes any prior agreements, understandings, arrangements, statements or representations relating to the services. In the event of any inconsistency between the Engagement Letter and any other elements of the Services Contract, the Engagement Letter shall prevail. In the event of any inconsistency between these General Terms of Business and Additional Terms that may apply the Additional Terms shall prevail.

These Terms of Business will apply to any Services performed for an MC Client.

2 Supply of Legal Services

The Engagement Letter sets out the services to be delivered by MC and associated matters. These General Terms of Business may be subject to variation as stated in the Engagement Letter.

MC is responsible for the supply of the legal services with reasonable skill and care.

Any advice, opinion, statement of expectation, forecast or recommendation which is supplied by MC as part of the legal services shall not amount to any form of guarantee or undertaking that any future outcome event or circumstance will occur.

MC will not responsible for the delivery of services which:

are outside the scope of the services described in the Engagement Letter;
are not in the nature of legal services;
relate to the provision of advice concerning taxation (unless and to the extent that it is expressly stated in the Engagement Letter that advice concerning taxation is to be provided); and/or
concern the laws of any place other than England and Wales.

The MC Person who will initially conduct your work on a day to day basis will be identified in the Engagement Letter as will the MC Person who is responsible for supervising such conduct. In some cases such persons will be the same. From time to time the MC Person who is responsible for the day to day conduct of the legal services or for the supervision of the same may change although MC will use reasonable endeavours to avoid this.

Sometimes an MC Person may be referred to as a partner. This is simply an indication of his status as an MC Person and does not mean that he assumes individual legal and personal liability for the legal services delivered by MC.

Sometimes MC will arrange for third parties who are not employees of MC to undertake work on your behalf. The most likely example is a barrister or third party law firm , but other examples are bailiffs, planning consultants, sheriffs, experts, interpreters, process servers, and enquiry agents. These parties will be entitled to be paid for the services that they provide and you will be obliged to pay us the full cost (including their disbursements) of obtaining their services (including value added tax) in addition to payment for the Services of MC. Wherever possible MC will endeavour to contract with such third parties as your agent.

3 Money Laundering

MC is obliged to comply with The Proceeds of Crime Act and related legislation and the Money Laundering Regulations and an element of this is for MC to take steps to verify your identity. The Engagement Letter will explain what evidence is required from you by MC if you have not already been asked for identity verification documentation.

MC will not be able to accept money for or from you until you have provided the evidence requested in the Engagement Letter.

The Act and Regulations referred to above impose a duty of MC in certain circumstances to disclose information to the Serious and Organised Crime Agency. Where MC knows or suspects that a transaction on behalf of a client involves money laundering, MC may be required to make a money laundering disclosure. If this happens, MC may not be able to inform you that a disclosure has been made or of the reasons for it.

Neither MC nor any MC Person will be liable for any failure to provide the Services or to comply with a standard of provision of the Services or for a disclosure of confidential information to the extent that it is attributable to the matters mentioned in this section of these General Terms of Business.

4 Complaints

If at any time you would like to discuss with us how the Services can be improved or if you have a complaint about them, you are invited to telephone or write to the Principal or other person identified in the Engagement Letter and your complaint will be investigated promptly. If your complaint is not resolved, then your rights to complain to the Legal Complaints Service are unaffected.

5 Updating advice and critical dates

Neither MC nor any MC Person shall be under any obligation to update any advice, document, report or any products of the legal services, oral or written for events occurring after the advice, document, report or product concerned has been provided. An example of such an event is a change in the law. Neither MC nor any MC Person is liable to advise you in such a case that there has been a change in the law and/or that advice previously given or any other product of the Services is no longer accurate or appropriate.

Neither MC nor any MC Person shall be under any obligation to remind you or any other person of critical dates which are outside the time during which the legal services are provided or which are outside the scope of the instructions relevant to the legal services. Examples include rent review dates, option dates, break clause dates, and service of notice dates. There are others.

6 Limitations on our liability

PLEASE READ THE FOLLOWING IMPORTANT PROVISIONS CAREFULLY

MC’s liability and any liability of MC Persons in connection with the Services shall be limited (or excluded in the case of MC Persons other than MC) in accordance with these General Terms of Business.

Our maximum aggregate liability to you and any other Claimants (as defined below) arising from or in connection with the Services Contract shall be limited to the maximum amount for which we are indemnified in respect of such liability under our professional insurance indemnity policies .

The foregoing limitation applies to the maximum aggregate liability arising in contract or tort or equity or under statute or otherwise howsoever for any loss or damage suffered by you (or by any other party) or any other form of monetary liability arising from or in connection with the Services howsoever the loss or damage or other form of liability is caused, including our negligence.

The foregoing limitation does not apply to liability arising from fraud or reckless disregard of professional obligations.

MC shall have no liability to repay to you or compensate you in respect of any money held by MC on your behalf in our client account or a designated deposit account which becomes lost due to any banking failure or collapse. This exemption of liability shall have no effect on MC’s obligation to honour undertakings it has given.

Where you comprise more than one person or there is more than one beneficiary of the Services ("Claimants") the limitation on our liability agreed under these General Terms of Business shall be apportioned by the Claimants amongst all of them. Neither you nor any other Claimant shall dispute or challenge the validity, enforceability or operation of the limitation on the ground that no such apportionment has been so agreed or on the ground that the agreed share of the limitation amount apportioned to any "Claimant" shall include you and other Claimants.

Neither you nor any other Claimant shall bring any claim against any MC Person other than MC in respect of loss or damage suffered by you or by any other person arising out of or in connection with the Services. This restriction shall not operate to limit or exclude the liability of MC as a limited liability partnership for the acts or omissions of any MC Person

If for any reason a MC Person is liable as an individual in connection with the Services, notwithstanding the agreement in these General Terms of Business that he or she shall not be, then the foregoing limitation on liability shall operate to limit the maximum aggregate liability of each and all of MC and MC Persons and the reference to ‘we’ in the second paragraph of this section shall be a reference to all such persons.

7 Charges

MC shall render invoices in respect of the Services comprising fees, disbursements (as to which see below) and VAT thereon (the “Charges"). MC is not obliged to pay or incur liability for disbursements unless and to the extent that MC agrees to arrange to pay or incur liability for them and has received sufficient funds on account for you to cover the amount payable.

MC’s fees shall be based on the degree of responsibility of MC Persons involved in supplying the Services, their skill and time spent by them in performing them and the nature and complexity of them. The Charges may differ from estimates or quotations that may have been supplied, which shall be provisional only.

Where the Engagement Letter refers to charges measured by the time spent in providing the Services you agree that MC is entitled to include in such time all time recorded in providing the Services including:

Meeting with the client and third parties
Dealing with enquiries and advising the client and persons connected with him.
Telephone calls (outgoing and incoming)
Preparing for court hearings and meetings
Inspecting of documents.
Attending Court or any tribunal
Copying, bundling and/or delivery of documents.
Preparing documents for and appearing in court.
Reading and considering incoming letters emails and faxes.
Drafting considering and producing outgoing letters emails and faxes.
Reading, drafting, revising and preparing documents and engrossments of them.
Considering third party reports and correspondence.
Internal and external meetings between MC Persons and / or MC persons and Third Parties dealing with the Services
Legal research
Supervising MC Persons
Preparing statements and financial information.
Storage and retrieval of files, information and papers.
Obtaining, collating and verifying “know your client” information and documentation.
Compliance with obligations to disclose and produce information concerning matters of the client and complying with the Solicitors’ Code of Conduct.
Taking any action or steps to recover outstanding Charges

Time will be recorded in units of fifteen minutes and part of a unit will be rounded up or down to the nearest whole unit.

MC may also charge a fixed administration fee for performing its obligations as described in Section 3 above. In addition MC may charge for any translation costs incurred in translating any relevant documentation

In any transaction or other non-contentious matter where MC agrees in the Engagement Letter to provide the Services in return for a fixed fee such fee will be exclusive of value added tax and disbursements and is subject to amendment in the following circumstances:

where the information provided by you or any other person about the transaction or matter proves to be inaccurate or incomplete to a material extent;
where the transaction or matter was anticipated to be routine at the date of the Engagement Letter and proves to be significantly more complicated and time consuming;
where the transaction or matter develops so as to include a contentious element (ie making resisting or advising on a claim that a party has acted unlawfully or in breach of contract);
where an impairment on the ability of the transaction to proceed on the original basis arises or becomes reasonably apparent; and/or
where any limitation, basis or assumption which has been applied to arrive at a fee quote changes in a material way .

In any such case MC has the right to charge at the Specified Rate according to the time spent in providing the Services at the rates indicated in the Engagement Letter if a revised fee quote for the transaction cannot be agreed. No additional charges will be rendered until the material change change or deviation from the original instructions has been brought to the attention of the Client in writing ( including email ) .

Rates of charge will be subject to increase from time to time but MC shall not be entitled to charge by reference to an increased rate for work done prior to the date of notice of the increase to you.

If rates of value added tax increase you will be liable to pay such tax at the increased rate.

MC does not undertake fixed fee work where the fee is fixed in all circumstances. MC reserves the right to cease to continue to act on any matter if MC has reason to believe that the Client will not agree to a revised fee notwithstanding that MC has the right to discuss a revised fee.

8 Disbursements

Disbursements are specific expenses incurred in providing the Services and/or monies payable to other people authorities or agencies in connection with the provision of the Services. You are liable to pay all such disbursements in addition to our charges. We shall be entitled to charge value added tax in addition in respect of disbursements.

Examples of disbursements are court and tribunal fees, fees for third parties, such as counsel and experts, instructed by MC on your behalf, company search expenses, land registry fees, bank transfer fees, overseas telephone calls, courier charges and fax transmissions, and land search fees.

MC is entitled to raise additional charges as disbursements for photocopies and for creating images of documents and other written material on discs or other devices at rates consistent with those applicable to rates charged by central London firms of solicitors for similar services.

MC Persons shall be entitled to travel by such means as they consider appropriate for the purpose of providing the Services and the full cost of such travel as disbursements shall be payable by you in addition to the Charges for the Services.

MC shall be entitled to make deliveries by couriers and to charge the full cost to you in addition to the Charges for the Services.

9 Invoices, Time for Payment and Liability

In return for the supply of the Services you shall pay the Charges (without any right of deduction, withholding or set-off), on presentation of MC’s invoice (together with any disbursements and the value added tax comprised in such invoice) or at such other time as may be specified in the Engagement Letter or as permitted in these General Terms of Business.

MC may render interim invoices in advance of the completion or conclusion of the matter relevant to the Services.

Interim invoices may not cover all the work done by MC in providing the Services as at the date of the interim invoice.

If the Services Contract is terminated or suspended, MC shall be entitled to payment for disbursements incurred to that time and to payment of fees for work done, plus VAT thereon (where appropriate). MC’s fees for work done shall in this event be calculated by reference to the time spent in providing the legal services and the hourly rates of MC Persons

Where there is more than one addressee of the Engagement Letter, unless provision is made in the Engagement Letter for payment of our Charges by one of you or by a third party, all of you shall each be fully liable separately to pay our Charges as well as being so liable together as a group and we shall be entitled to call upon any of you and all of you for payment in full.

Where MC’s invoice is addressed to you but marked as payable by a third party, you will remain primarily responsible for paying the Charges.

You hereby agree to indemnify MC and keep MC indemnified to the maximum extent permitted by law and compatible with the Solicitors’ Code of Conduct in relation to all costs and expenses incurred by MC in connection with the recovery of outstanding Charges from you including the costs incurred by MC in relation to any legal proceedings.

10 Advance Payment of Fees and Disbursements

MC is entitled to require you to make payments in advance to it on account of the Charges and disbursements that MC anticipates will accrue in relation to the provision of the Services.

If you fail to make such payment MC has the right not to commence or to suspend or to terminate the delivery of the Services as it shall elect.

11 Lien on Papers

If (i) You fail to pay any Charges when they fall due; (ii) you fail to make any payment pursuant to Section 10; or (iii) the Services Contract is terminated by you (or by us as a consequence of any breach of the Services Contract by you) and there are any outstanding Charges or monies to be charged to you (including unbilled work in progress), then MC shall have the right to the extent that is compatible with any rule of law and the Solicitors’ Code of Conduct to retain all papers data and documents relevant to your matters and the matters of any of you until such time as it receives full payment of the Charges or monies otherwise due.

12 Where Third Parties are liable to the Client for the Charges

You are liable for the Charges and such liability is unaffected by any claim or entitlement that the you have against third parties in relation to the recovery of sums paid or payable in respect of the Charges.

MC is not under any obligation to obtain recovery of such sums or any portion of them except to the extent that it accepts instructions to do so in supplying the Services and in such a case MC shall be entitled to its charges for the work to be done. Such charges will be additional to charges for work already done.

You are not entitled to delay payment of the Charges by reference to the time required to obtain payment from a third party.

Examples of the above situations include:

Where a third party is bound by a contract or lease to pay or contribute towards fees incurred by the client in relation to a matter;
Where the client has the benefit of an insurance policy relevant to a matter; and/or
Where the client has been involved in court proceedings and an order has been made which entitles the client to recover from another party to the court proceedings sums he has spent in respect of legal services.

13 Your Responsibilities

Notwithstanding the duties and responsibilities of MC in relation to the Services, you shall retain responsibility and accountability for:

providing prompt and clear instructions;
providing us with such means of verifying your identity as we shall reasonably require for the purpose of enabling us to comply with money laundering regulations and professional practice rules;
transferring funds to us so that they are represented in our client account as cleared funds in time for us to use such funds to meet any payment obligations relevant to any matter we are conducting for you,
and·deciding on your use of our advice and recommendations and any other product of the Services and choosing to what extent you wish to rely on, or implement advice from us or recommendations that we make.

We may rely on any instructions or requests made or notices given or information supplied, whether orally or in writing, by any person whom we know to be or reasonably believe to be authorised by you to communicate with us for such purposes. If you comprise more than one person you agree that we may accept instructions from any one of such persons on behalf of all of you. This extends to instructions to transfer monies held or to be received for all or both of you.

Unless you notify us in writing to the contrary, we may communicate with you and with other persons by email and you accept the inherent risks, including the security risks of interception of or unauthorised access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices associated with communication by email). We shall not be liable for any loss or damage resulting from the happening of such a risk.

14 Conflicts and Professional Obligations

MC has the right to discontinue supply of the Services if at any time: (i) the interests of MC conflict with your interests; (ii) there is a conflict of interests between you and other client of MC; or (iii) there is a significant risk that any such conflict may arise.

As Solicitors, MC and relevant MC Persons are officers of the court and as such owe duties to the court. In addition MC is bound by the rules regulating the profession. MC is entitled to discontinue supply of the Services where, to do so, would conflict with any duty owed to the court or any professional rule.

Should a conflict as described above arise and MC should cease to provide the Services, MC shall be entitled to charge you for all work undertaken up to that point and case MC has the right to charge according to the time spent in providing the Services at the rates indicated in the Engagement Letter.

15 Confidential Information and Copyright

MC shall be entitled to comply with any requirement of English law, of the Law Society, the Solicitors Regulation Authority or any other authority in the United Kingdom with whose requirements it is bound to comply to disclose information of a confidential or privileged nature concerning you or the matter to which the Services relate. MC may disclose such information where it wishes to disclose it to professional indemnity insurers or advisers.

For the purposes of marketing or publicising or selling services, MC may wish to disclose that it has performed work for you, in which event it may seek permission to identify you and it may indicate the general nature or category of such work and any details which have properly entered the public domain.

MC shall retain ownership of the copyright and all other intellectual property rights in the product of the Services which accrues to MC, whether oral or tangible, and ownership of its working papers. You shall acquire ownership of any product of the Services in its tangible form on payment of our Charges for any such products. For the purposes of supplying services to you or other clients, we and other MC Persons shall be entitled to use, develop or share with each other knowledge, experience and skills of general application gained through performing the Services.

16 Third Parties

The Services Contract shall not create or give rise to, nor shall it be intended to create or give rise to, any third party rights. No third party shall have any right to enforce or rely on any provision of the Services Contract which does or may confer any right or benefit on any third party, directly or indirectly, expressly or impliedly. The application of any legislation giving to or conferring on third parties contractual or other rights in connection with the Services Contract shall be excluded. No MC Person shall be deemed to be a third party for the purposes of this provision

Any product of the Services released to the client in any form or medium shall be supplied by MC on the basis that it is for benefit and information of you as the client only and that, save as may be required by law it shall not be copied, referred to or disclosed, in whole (save for the internal purposes of the client).

17 Termination

Each of us can terminate the provisions of the Services Contract which require MC to provide the Services or suspend its obligation to provide them by giving notice in writing to the other at any time. Termination or suspension under this clause shall be without prejudice to any rights that may have accrued for either of us before termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect.

These General Terms of Business shall survive expiry or termination of the Services Contract save that MC shall not be under an obligation to continue to provide the Services after such time.

18 Waiver, Assignment and Sub-contractors

Failure by any one of us to exercise or enforce any rights available to us shall not amount to a waiver of any rights available to either of us.

Neither of us shall have the right to assign the benefit (or transfer the burden) of the Services Contract to another party without the written consent of the other of us save that we shall have the right to assign the benefit and the burden of the Services Contract to another person who succeeds to the business of MC and nothing in these General Terms of Business shall operate so as to prevent MC from factoring or assigning or charging by way of security any monies payable to us by you and by agreeing these terms of business you consent to the same.

We shall have the right to appoint sub-contractors to assist us in supplying the Services. Where we appoint sub-contractors under this paragraph, we may share Confidential Information with them.

19 Data Protection

The processing of personal data is governed by the Data Protection Act 1998, under which MC will apply to be registered as a data controller. Any personal data you provide will be held securely and in accordance with the Data Protection Act 1998.

We will use your personal data for the purpose(s) in relation to which you have provided it. We may however need to disclose personal data to a third party so that they can provide the service you have requested, to conduct credit checks, to comply with anti-money laundering legislation, or fulfill a subject access request. We may additionally need to disclose information where there is a legitimate reason for disclosure (such as a court order) but we will ensure that we always comply with the Data Protection Act. Any information about you that we pass to a third party will be held securely by that party, in accordance with the Data Protection Act 1998.

You agree that MC shall be entitled to keep such information for the purpose of contacting you about BG services in the future. If you do not wish us to do this you may opt out of the consent given by these General Terms of Business by giving us written notice that you wish to do so.

As a data subject you have the right to ask for a copy of personal data about you and to ask for inaccuracies to be corrected.

Queries about MC’s compliance with the Data Protection Act should be addressed to David Mandell of The Boathouse, Crabtree lane. London SW^ 6TY.

In relation to the obligation to verify the identity of all clients, MC may make searches about you with a credit reference agency and by retaining MC you hereby consent to such searches being made. You have a right to withdraw your consent to such a search being made but, please note, that in such circumstances, MC may decline to act for you.

20 Interest

You are obliged to pay the Charges (without any right of set-off), on presentation of MC’s invoice (together with any disbursements and VAT comprised in such invoice). MC may charge interest on any monies payable, but not paid within 30 days of the invoice date, at judgment rate from time to time in force (this rate applying after as well as before any court award or judgment in favour of MC in respect of outstanding balances). Please note that there may be other solicitors who are prepared to provide the Services without seeking to charge interest on late payment.

MC shall be entitled to hold monies received from you or for the purpose of any matter or transaction it is conducting for you in its general client account with its UK bankers and it shall account to you (subject to the next following paragraph) with interest calculated on such amount at the rate paid from time to time on a deposit account by that bank.

If MC holds monies on which interest is to be paid in accordance with the foregoing MC make a minimum charge of £100 plus vat for calculating the interest and maintaining the records in respect of that interest. For this reason MC shall not be obliged to account for interest where the amount of interest is less than £120.

If you instruct MC in writing to do so, MC shall hold monies received from you or for the purpose of any matter or transaction we are conducting for you in a separate designated deposit account with our UK bankers. If MC does so, MC shall be entitled to make a minimum charge of £100 plus VAT for calculating the interest and maintaining the records in respect of that interest.

Unless MC and you specifically agree to the contrary, MC shall not be obliged to treat monies it is holding in the capacity of ‘stakeholder’ as monies received from you or for the purpose of any matter or transaction we are conducting for you for the foregoing purposes and we shall not be liable to account to you with interest on such monies.

21 Storage of papers and deeds

Following the conclusion of the matter relevant to the Services MC shall be entitled to keep the file for such period of time as we consider appropriate (subject to any rule of law or professional conduct binding upon us as solicitors which obliges MC to release the file to you) but you authorise MC to destroy it at any time after a period of six years has elapsed from the conclusion of the matter.

MC shall be entitled to send to you at your last known address or to any person we reasonably believe to be authorised to receive the same on your behalf any valuable deeds and documents which we hold for you.

MC shall not be liable for any loss or expense incurred by you in consequence of any destroyed files or documents being lost or destroyed while in its possession subject to our having acted in good faith in relation to the same.

MC shall be entitled to make a charge for retrieving any files deeds and/or documents consistent with the basis for charging set out in these General Terms of Business.

22 Notices

Any notice to you or us delivered under the Services Contract shall be in writing and delivered by pre-paid first class post (or pre-paid overseas equivalent) to or left at our respective addresses appearing in the Engagement Letter (or such other address as may be notified in writing) Notices delivered by post shall be deemed to have arrived:

where posted from and to addresses in the UK, on the second working day following the date of posting; and
where posted from or to addresses overseas, on the tenth working Day following the date of posting;

23 Distant Selling

This section (which concerns rights of cancellation under the Consumer Protection (Distance Selling) Regulations 2000 as amended (the "2000 Regs.")) only applies to private individuals and only in circumstances where you have asked MC to do work that is outside of your business and where you have not entered into the Services Contract in the physical presence of an MC Person. Save as aforesaid, this section does not apply and is not a term of the Services Contract.

The Services Contract incorporates the information required under regulation 7(1)(a)(i) to (iv) of the 2000 Regs..

Under the 2000 Regs., you have a right to cancel the Services Contract for a period of 7 days from the day after the date upon which the Services Contract was concluded (the "Cancellation Period"). You may cancel the Services Contract during the Cancellation Period by writing to the MC Person who has sent the Engagement Letter to you. You are not entitled to cancel the Services Contract if you authorise MC to commence work before the end of the Cancellation Period and have failed to write to cancel the Services Contract before so authorising the work to commence. Unless you notify us in writing to the contrary when concluding the Services Contract, you hereby authorise MC to commence working for you immediately upon the Services Contract being concluded.

It is agreed by you and MC that it is not a requirement of the Services Contract that the Services be performed within a period of 30 days from the day after the day you first sought to engage the services of MC. For the purposes of regulation 19(1) it is agreed that no deadline for performance is imposed on MC for the performance of the Services save where expressly agreed between you and MC and recorded in writing in the Engagement Letter.

For the purposes of this section and the 2000 Regs., the Services Contract shall be deemed to be concluded upon the earlier of: (a) when you confirm that the Services Contract is agreed; or (b) when you have asked MC to provide services to you."

24 Financial Services

We are not authorised by the Financial Services Authority.

If while MC is acting for you, you need advice on investments, MC may have to refer you to someone who is authorized to provide the necessary advice.

MC may provide certain limited investment advice services where these are closely linked to the legal work we are doing for you. This is because we are members of the Law Society of England & Wales, which is a designated professional body for the purpose of the Financial Services and Markets Act 2000.

The Solicitors Regulations Authority is the independent regulatory arm of the Law Society. The Legal Complaints Service is the independent complaints-handling arm of the Law Society. If you are unhappy with any investment advice you receive from MC, you should raise your concerns with either of those bodies.

25 Law and jurisdiction

The Services Contract shall be subject to, governed by and construed in accordance with English law and all disputes arising from or under or in connection with the Services Contract or the Services shall be subject to the exclusive jurisdiction of the English courts.

26 Definitions

The meanings of the following words and phrases which are widely used in these General Terms of Business shall be as set out below:

MC Persons – individuals who, in relation to MC, are described as partners, or are members, employees or agents, as the case may be, and "MC Person" shall mean any one of them.

Engagement Letter - the letter referring to these General Terms of Business and recording the engagement and identifying the Services.

MC or 'we' (or derivatives including ‘us’) – David Mandell as principal of MandellCorporate .

Partner - Any MC Person who is a partner / member of MC or who is accorded the title "partner" in relation to MC (whatever that MC Person's legal status)

Services - the legal services to be supplied by MC under the Engagement Letter.

Services Contract - these General Terms of Business and the Engagement Letter and any Additional Terms".

Specified Charge - these will be any charges that are identified in the Engagement Letter for the provision of certain administrative services as referred to in these Terms of Business

Third Parties - any third party person or firm engaged by MC to assist MC in delivering and part of the Services.

You (and derivatives) - the addressee (or addressees) of the Engagement Letter.