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For Clients and Solicitors For Barristers and Clerks

For Clients and Solicitors Back to top

1 Introduction

1.1 The definitions set out within clause 2 apply to this introduction.

1.2 Barrister Link is a skilled and experienced provider of the Services. The Client wishes to engage with Barrister Link for the Services, subject to the Agreement.

1.3 Use of the Services by the Client will be deemed by the parties as the Client’s acknowledgement, understanding, and acceptance of the Agreement.

1.4 The parties agree to be bound and governed by the Agreement in their dealings for the Services.

2 Interpretation

2.1 In the Agreement, except where the context otherwise requires, the words and expressions set out below will have the following meanings:

2007 Act Legal Services Act 2007;

2017 Act Criminal Finances Act 2017;

2018 Act Data Protection Act 2018;

Account an account created by Barrister Link for the Client to facilitate Legal Activity;

Adjudicator a senior person within Barrister Link appointed to investigate and determine a Complaint;

Agreement terms and conditions of this agreement as a contract according to the laws of England and

Wales, as amended by Barrister Link from time to

time;

Applicable Laws laws of the United Kingdom or a part of the United Kingdom in force during the Term and applicable to

a party, including and not limited to:

a) any law, legislation, regulation, byelaw, and/or subordinate legislation;

b) any common law or laws of equity or both;

c) any applicable industry code, policy, and/or standard, in each case whether or not legally binding;

d) any direction, policy, rule, and/or order affecting a party and made or given by any regulatory or representative body for that party; and

e) any binding court order, judgment, and/or

decree;

Barrister a practising barrister:

a) within the meaning of section 207(1) of the 2007

Act;

b) authorised by the BSB to undertake Legal

Activity;

c) registered as a member of Barrister Link; and

d) instructed by the Client for Legal Activity;

Barrister Link a company incorporated under the laws of England and Wales with the name Barrister Link (13332874)

and with its registered office address at Dryden

Enterprise Centre, Dryden Street, Nottingham, NG1

4EY;

Barrister Link Representative any of Barrister Link’s agents, consultants, contractors, directors, employees, officers,

partners, shareholders, and any third Person

working on a formal or informal basis with any of the

foregoing in connection with any of the matters

directly relevant to the Agreement;

BSB a regulatory body responsible for the regulation of barristers in England and Wales with the name Bar

Standards Board and with its office address at 289-

293 High Holborn, London WC1V 7HZ and website

address at https://barstandardsboard.org.uk/;

Business Day a day other than a Saturday, Sunday, or public holiday, when banks are open for business in

London;

Cause Event an act, omission, or cause by a party, including and limited to:

a) breach of the Agreement;

b) negligence;

c) breach of confidentiality; and/or

d) infringement of Intellectual Property,

in each case arising directly from the Agreement;

CEDR a company incorporated under the laws of England and Wales with the name Centre for Effective

Dispute Resolution (02422813) and with its office

address at 100 St. Paul’s Churchyard, London,

EC4M 8BU;

Client a Person:

a) contracted with the Barrister according to a

Client Care Letter; and

b) holding the Account;

Client Care Letter written and signed client care terms of engagement: a) between the Barrister and the Client;

b) for Legal Activity; and

c) no less comprehensive than the model standard

client care letter of the BSB, intermediary or no

intermediary, whichever is applicable;

Commencement Date the date upon which:

a) the Client opens the Account; and

b) the Agreement comes into effect;

Complaint a complaint by the Client to Barrister Link regarding the Services;

Confidential Information a) the Materials;

b) the dealings of the Client and matters of legal professional privilege affecting the Client;

c) with regard to Information provided in documentary form or by way of a model or in other tangible form, any Information which, at the time of its provision, is marked ‘confidential’ or with wording of a similar meaning, or otherwise designated to show, either expressly or by necessary implication, that it is imparted in confidence;

d) with regard to Information that is imparted orally, any Information that the disclosing party, or its representatives, informs the receiving party or its representatives, at the time of its provision, is either expressly or by necessary implication imparted in confidence;

e) with regard to Information that is imparted orally,

any note or record of its disclosure;

f) Information that is reasonably identifiable from the context of its disclosure, availability and/or nature as being confidential; and

g) any copy of the foregoing;

Data Controller the party, alone or jointly with others, who controls and determines the purposes and means of the

Processing of the Personal Data;

Data Processor the party, alone or jointly with others, who processes the Personal Data on behalf of the

Controller;

Data Protection Laws a) the 2018 Act; and

b) the UK GDPR;

Dispute a dispute between the parties regarding a Cause Event;

DPSA a data protection supervisory authority being any local, national, or multinational agency, department,

official, parliament, public or statutory person or any

government or professional body, regulatory or

supervisory authority, board or other body

responsible for administering the Data Protection

Laws;

Data Subject the meaning given in the Data Protection Laws; Fee the fee:

a) paid by or on behalf of the Client in British pounds sterling; and

b) into the Payment Account,

Force Majeure Event an event or circumstance beyond the reasonable control of a party or in the case of Barrister Link its

contractors, third Person servers, suppliers, or

supporters, which event or circumstance delays or

prevents that party from performing its obligations

under the Agreement including:

a) fire, flood, lightning, earthquake or other natural

disaster;

b) war, riot, or civil unrest;

c) disease, epidemic or pandemic, lockdown or

other similar social restriction;

d) regarding the Platform, Services, and/or

Website, any malware interference, denial-of

service attacks, phishing, spoofing, identity

based attacks, code injection attacks, supply

chain attacks, insider threats, viruses;

e) electronic malfunction or failure;

f) interruption or failure of power, fuel, water,

transport, equipment, telecommunications, or

material required for the Services; or

g) strike, lockout, boycott, or other industrial action

or disputes;

Information any commercial, business, economic, health, technical, or other information of a party, of

whatever nature, in the control of the disclosing party, which is directly disclosed or made available by or on behalf of the disclosing party to the receiving party, whether orally or in documentary form;

Intellectual Property any and all:

a) patents, inventions and rights to inventions

(patentable or non-patentable), novel and

inventive steps, utility models or other

incremental inventions (commonly termed petty

patents, innovation patents, minor patents or

small patents), in each case having regard to

any matter, which forms part of the state of the

art;

b) forms of copyright and related rights, the

Software and rights in the Software,

topographies and rights in topography,

configuration and layout, data and/or database

rights;

c) trade marks, service marks, characteristics,

symbols, brands and branding, trade names,

trade dress, rights in get-up, rights in goodwill or

to sue for passing off, domain names, and

website content;

d) designs, according to the Copyright, Designs

and Patents Act 1988 (as amended by the

Intellectual Property Act 2014) and/or the

Registered Designs Act 1949, design patents

and/or similar protection for the physical

manifestation of any shape or configuration,

whether internal or external, of the whole or part

of an article; and/or

e) other proprietary benefits, entitlements, or

rights,

in each case, where applicable, registered or unregistered, including any and all applications, continuations, continuations-in-part, divisions, extensions, foreign counterparts, patent term restorations, reissues, renewals, substitutions, and all similar or equivalent rights or forms of protection, whether vested, contingent, or future, wherever existing;

Legal Activity any and all legal activity:

a) within the meaning of section 12(3) of the 2007 Act; and

b) undertaken by the Barrister;

Materials a) any and all written deeds, documents, forms, files instructions, instruments, lists, notes,

orders, papers, photographs, records, reports, statements, statements of case, or other similar materials;

b) necessary for Legal Activity; and

c) uploaded to the Account of the Client;

Payment Account the online digital payment account known as Stripe Connect:

a) governed, maintained, and operated by Stripe;

b) in the name and on behalf of the Barrister;

c) for payment of the Fee; and

d) connected with an online digital payment

account of Barrister Link;

Permitted Purpose the purposes permitted by the Client to Barrister Link for the disclosure or use or both of the

Confidential Information of the Client, including and

limited to:

a) providing the Services and the carrying into

effect of other obligations under the Agreement;

and

b) any administrative, clerical, financial, legal, or

secretarial function necessary for the Services

and their carrying into effect;

Person a natural person, firm, unincorporated association, body corporate, charity, or trust;

Personal Data any information relating to the Data Subject by which information the Data Subject can be identified

directly in particular by reference to an identifier, including and not limited to:

a) a name;

b) an identification number;

c) geolocation data;

d) an online identifier; or

e) one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the Data Subject;

Personal Data Breach any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised

disclosure of, or access to any of the Personal Data;

Platform an online digital service platform created and maintained by and on behalf of Barrister Link and

used to provide the Services through the Website;

Professional Information information held by Barrister Link regarding the Barrister for use in the public domain, including and

limited to:

a) year of call to the Bar of England and Wales;

b) current BSB practising certificate status;

c) areas of practice;

d) authority of the BSB for direct access;

e) authority of the BSB for the conduct of litigation;

f) availability; and

g) such other information as Barrister Link may,

from time to time, determine in its discretion;

Prohibited Payments any of:

a) monies or anything of value offered, promised, or given to any governmental official or employee or any political party or candidate for political office, whether or not solicited, for the purpose of influencing any act, decision or omission of such official, employee or candidate, whether to obtain or retain business, to direct business to any Person or for any other purpose, or as a compensation for any decision or act adopted by such Person in the exercise of their duties; or

b) monies or anything of value offered, promised or given to any Person, whether in the public or private sector, in order to induce a such Person to perform improperly a relevant function or activity, or to reward a Person for the improper performance of such a function or activity;

Services administrative services provided by Barrister Link through the Platform in each case with regard to the

Barrister, including and limited to:

a) holding of Professional Information;

b) making and maintenance of a subscription;

c) receipt, holding, and use of Materials;

d) administration of instruction for Legal Activity;

e) Barrister communication and notification;

f) case management and negotiation; and

g) helpdesk;

Software any and all forms of application software, algorithms, codes, data, instructions, programmes,

and procedures, programming software (and not limited to compilers, debuggers, interpreters, linkers, and text editors), and system software (and not limited to device drivers, operating systems, servers, utilities) created, designed and written to cause or perform any function or purpose, and all preparatory work and materials relating to any of the above or their operation necessary for the

operating of the Platform or the Website or both;

Stripe the multinational financial services, money processing, and software company including:

a) Stripe Payments Europe Limited; and

b) any affiliated or howsoever otherwise connected businesses;

Term the period of time from the Commencement Date until termination of the Agreement;

UK GDPR the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law

within the United Kingdom by virtue of section 3 of

the European Union (Withdrawal) Act 2018,

including as further amended or modified by the

laws of the United Kingdom or of a part of the

United Kingdom, from time to time; and

Website a website address of Barrister Link situated at https://barristerlink.co.uk/, through which website

address Barrister Link provides the Services;

2.2 The term parties will mean Barrister Link and the Client together and the term party will mean either of them.

2.3 The headings in the Agreement are inserted for convenience only and will not affect its construction.

2.4 Where appropriate, words denoting a singular number will include the plural and vice versa and references to one gender will include a reference to the other gender.

2.5 Any reference to:

2.5.1 a clause will mean a clause of the Agreement; and

2.5.2 any statute, statutory, or regulatory provision includes a reference to the statute, statutory, or regulatory provision as from time to time amended, extended, or re-enacted.

2.6 Any and all formal notices referred to in the Agreement will be written in the English language.

3 The Services

3.1 The Client acknowledges, understands, and accepts:

3.1.1 the Agreement is made between Barrister Link and the Client only; 3.1.2 Barrister Link is not a set of Barristers nor Barristers’ chambers;

3.1.3 the Barrister is registered with the BSB as a member of chambers elsewhere;

3.1.4 the Services are an administrative service intended by Barrister Link to assist the Client instruct the Barrister;

3.1.5 the Services will not constitute Legal Activity;

3.1.6 the Services are independent of Legal Activity;

3.1.7 Legal Activity will be governed by a Client Care Letter between the Client and the Barrister and the Services will be governed by the Agreement;

3.1.8 the Services are provided by Barrister Link and through its contractors, third Person servers, suppliers, or supporters;

3.1.9 the Services and their functionality are dependent upon Barrister Link’s contractors, third Person servers, suppliers, or supporters;

3.1.10 the Services are provided as they presently exist and Barrister Link makes no guarantee, representation, undertaking, or warranty, whether express or implied, the Services will be available or free from fault and Barrister Link will not accept any liability or responsibility for errors or omissions;

3.1.11 Barrister Link makes no guarantee, representation, undertaking, or warranty, whether express or implied, the Services will produce any particular outcome for the Client;

3.1.12 the Services are provided at the Client’s request and the Client is responsible for ascertaining the Services are suitable for the Client’s own needs;

3.1.13 all queries regarding the Services will be directed to Barrister Link and all queries regarding Legal Activity will be directed to the Barrister;

3.1.14 Barrister Link owns the Platform, the Website and owns or is licensed, consented, or permitted to use Intellectual Property subsisting within or for the Platform or the Website or both;

3.1.15 the extent of the Services and their functionality are dependent upon the Platform; and

3.1.16 Barrister Link may suspend, restrict, or terminate the Services without notice at any time in the event Barrister Link is of the reasonable opinion such action is necessary for the purposes of performing maintenance work, upgrades, or other necessary actions affecting the Platform or the Website or both.

3.2 Barrister Link will use its reasonable endeavours to provide the Services: 3.2.1 with all due care and skill;

3.2.2 to the standards of a reasonable provider of administration services for the provision of Legal Activity;

3.2.3 in compliance with all Applicable Laws and having obtained all necessary licences, consents, and permissions;

3.2.4 having in place all reasonably practicable and cost effective measures to maintain the function, good working order, integrity, and operation of the Platform and the Website;

3.2.5 making necessary and regular maintenance and update of the Platform and the Website;

3.2.6 where necessary and as soon reasonably practicable, making repair of the Platform or the Website or both;

3.2.7 having in place all reasonably practicable and cost effective measures to maintain the confidentiality and security of the Materials;

3.2.8 holding the Materials in the Account and to the order of the Client; 3.2.9 with all accuracy and reasonable detail of the Professional Information;

3.2.10 efficiently and expeditiously, by allocating sufficient effort, equipment, facilities, skilled personnel, and other resources, to provide the Services on time; and

3.2.11 with Client care and support in connection with the Services, their function, and operating of the Platform.

3.3 Upon a request for the Services by the Client, the Client will complete the registration process for an Account. In completing the registration process for an Account, the Client warrants and undertakes to Barrister Link that information provided by the Client to Barrister Link will be true, accurate, complete, and up to date.

3.4 Upon the Client’s registration for an Account, Barrister Link will, subject to the Agreement, use its reasonable endeavours to make and maintain the Account.

3.5 The Account will be:

3.5.1 subject to the Agreement;

3.5.2 specific to the Client;

3.5.3 identified by the Client’s user name or email address; and

3.5.4 allocated a password specific to the Client.

3.6 At all times, the Account will be and remain within the absolute control of Barrister Link, and Barrister Link reserves the right to terminate the Account for whatever reason and at any time according to clause 12.

3.7 Barrister Link will, as soon as reasonably practicable, inform the Client:

3.7.1 if Barrister Link has reason to believe that it will be unable to comply with any agreed timelines for completion of the Services; and/or

3.7.2 of any and all actual or anticipated non-compliance issues.

3.8 During the Services and whenever it is deemed by either party reasonably necessary to do so, the parties may discuss the operating of the Services only. At the discretion of Barrister Link, such discussion will be without reference to Legal Activity.

3.9 Barrister Link makes no guarantee, representation, undertaking, or warranty, whether express or implied, the content of the Website is accurate, complete, or up-to-date, or that the Services will not infringe the rights of any third Person.

3.10 Barrister Link accepts no responsibility or liability for the Client’s reliance upon the Services and any such reliance and any consequences of any failure by the Client to comply with the Client’s obligations under the Agreement will be the responsibility of the Client only.

3.11 By this clause 3.10:

3.11.1 in the absolute discretion of Barrister Link, Barrister Link may, from time to time, amend the Agreement; and

3.11.2 by using the Services, the Client agrees to be bound by any such amendment.

3.12 Subject to clause 7.1, nothing in the Agreement grants to Barrister Link any rights to or licence under any Confidential Information within the control of the Client existing at the Commencement Date, save for the purpose of providing the Services and for no other purpose.

4 The Client’s undertakings and responsibilities

4.1 The Client undertakes to Barrister Link:

4.1.1 to comply with the Agreement at all times during the Term;

4.1.2 to comply with all Applicable Laws and obtain all necessary licences, consents, and permissions for use of the Services;

4.1.3 to use the Services for the Client’s benefit only and not for the benefit of any third Person;

4.1.4 to keep any and all details of the Account secure from disclosure to or use by any third Person and to notify Barrister Link immediately upon becoming aware of any such disclosure or use or any suspected disclosure or use;

4.1.5 to keep any passwords for the Account secure from disclosure to or use any third Person and to notify Barrister Link immediately upon becoming aware of any such disclosure or use or any suspected disclosure or use;

4.1.6 not to use the Services or the Platform for any unlawful purpose or in any way that infringes the rights of any third Person or inhibits the use and enjoyment of the Services by any third Person;

4.1.7 not to use the Services or the Platform in any way that compromises, damages, disables, interrupts, impairs, interferes, overburdens, or renders the Services less efficient;

4.1.8 not to collect or harvest any information or data from the Services or the Platform or attempt to decipher any transmissions to or from the servers running the Services or the Platform;

4.1.9 not to impersonate any third Person, misrepresent the Client’s connection with any third Person;

4.1.10 not to provide false, inaccurate, misleading, or defamatory information;

4.1.11 not to transfer Materials that contain viruses, trojans, or other harmful programmes or use any robot, spider, scraper, or other automated means to access the Services for any purpose;

4.1.12 not to authorise, encourage, or assist any third Person to alter, copy, decompile disassemble, interfere with, modify, or reverse engineer the Software or other technology that forms part of the Services or attempt or seek to do any of them;

4.1.13 not to circumvent or penetrate or seek to circumvent or penetrate the security or technical measures used by Barrister Link to provide the Services; and

4.1.14 not to email, publish, or otherwise disseminate any content which is defamatory, obscene, or may have the effect of being harassing, threatening, or abusive to any third Person on the basis or religion, gender, sexual orientation, race, ethnicity, age, or disability that is otherwise inappropriate.

4.2 Upon making of the Account, the Client will be and remain responsible for:

4.2.1 making all arrangements necessary for the Client to have access to the Services;

4.2.2 reviewing the Professional Information and instructing the Barrister for Legal Activity;

4.2.3 liaising with the Barrister for Legal Activity;

4.2.4 ensuring the Client’s ability and competency to accurately and efficiently understand and work the functions of the Platform;

4.2.5 in matters of litigation and in the event the Barrister is not authorised by the BSB to conduct litigation, ensuring the Client’s ability and competency to manage, administer, and conduct such litigation as if in person;

4.2.6 ensuring the Materials are complete and in an orderly manner;

4.2.7 ensuring the Materials are uploaded in a timely manner, necessary for the Barrister within any agreed or otherwise reasonable timescale;

4.2.8 ensuring the Materials are true, accurate, and up to date;

4.2.9 ensuring the Materials are the property or within the control of the Client;

4.2.10 ensuring the Materials in no manner, whether directly or indirectly, infringe the Intellectual Property belonging to or breach the confidentiality within the control of any third Person;

4.2.11 monitoring on an appropriate and regular basis the Account of the Client for notifications regarding Legal Activity or the Services or both;

4.2.12 immediately notifying Barrister Link of any and all upcoming court, tribunal, or other hearings or meetings or both regarding Legal Activity;

4.2.13 where applicable, responding in a timely manner to notifications made to the Account of the Client regarding Legal Activity or the Services or both; and

4.2.14 where applicable and in any event promptly, liaising with Barrister Link regarding the Client’s use of the Services.

4.3 Barrister Link may suspend, restrict, or terminate the Client’s access to the Services without notice at any time in the event Barrister Link is of the reasonable opinion the Client has breached any of the undertakings referred to in clause 4. Any such action will be without prejudice to any other action or remedy available to Barrister Link

against the Client that Barrister Link considers appropriate to defend its rights or those of any third Person.

4.4 The Client’s use of the Platform, the Website, or the Services grants no rights to the Client in relation to them or Intellectual Property subsisting within or for them.

4.5 The Client is permitted to download and print content from the Services for the Client’s personal use only and no other use. Services content must not be copied, reproduced, modified, redistributed, used, or otherwise dealt with for any other use without the express written consent of Barrister Link.

5 Holding and use of the Materials

5.1 Upon uploading the Materials according to clause 4.1.14, Barrister Link will use its reasonable endeavours to:

5.1.1 catalogue the Materials within the systems of Barrister Link including details of the Client, the Barristrer instructed by the Client, the nature of the

Materials, the time and date of their uploading to the Account of the Client, and such other information as Barrister Link deems appropriate;

5.1.2 having regard to the state of the art and cost of implementation, implement all reasonable physical, technical, and administrative measures to protect the Materials from accidental or unlawful loss, destruction, alteration, unauthorised access, use or disclosure;

5.1.3 hold and keep secure the Materials in the Account and to the order of the Client;

5.1.4 ensure the Materials are treated with obligations of confidentiality no less effective or stringent than those of clause 7;

5.1.5 permit disclosure and release of the Materials only to the Barrister and no other Person; and

5.1.6 delete or return the Materials, including copies of the Materials, after the end of the Services, except to the extent Applicable Laws permit or require storage of the Materials.

5.2 Barrister Link makes no acceptance, admission, or acknowledgement the Materials are the property of the Client.

5.3 The Client acknowledges, understands, and accepts:

5.3.1 uploading of the Materials to the Account of the Client itself will be no guarantee from Barrister Link Legal Activity will commence;

5.3.2 for Legal Activity to commence, the Client and the Barrister must agree and sign a Client Care Letter; and

5.3.3 upon agreement of such separate Client Care Letter, the Client will pay the fees for Legal Activity according to clause 6.

6 Escrow and Payment

6.1 The parties acknowledge, understand, and accept:

6.1.1 the payment into and release from the Payment Account according to clause 6 are a mechanism for effecting payment in advance of Legal Activity;

6.1.2 Stripe will act independently of Barrister Link and the Client;

6.1.3 Stripe is authorised by the parties to release fees according to clause 6; 6.1.4 the Payment Account will endure for the period of Legal Activity; and

6.1.5 any and all interest accrued upon the Payment Account will be due to Barrister Link.

6.2 The Client acknowledges, understands, and accepts fees and the release of fees for Legal Activity will be subject to the mechanism of clause 6:

6.2.1 by agreement between the Client and the Barrister;

6.2.2 subject to a separate Client Care Letter between the Client and the Barrister, which terms will include, among other things, fees for Legal Activity;

6.2.3 upon confirmation by Barrister Link of such separate client care terms, invoiced by Barrister Link and addressed to the Client on behalf of the Barrister;

6.2.4 where applicable, subject to value added tax, which value added tax will be chargeable to and payable by the Client;

6.2.5 paid by the Client into the Payment Account as advance payment for Legal Activity and Legal Activity will not proceed without such payment;

6.2.6 not deemed or held out by the parties as Client money;

6.2.7 subject to a platform fee deduction agreed between the Barrister and Barrister Link and due to Barrister Link; and

6.2.8 subject to clause 6.2.7, upon completion or part completion of Legal Activity, whichever is agreed between the Client and the Barrister, released from the Payment Account by Stripe and paid to the Barrister.

6.3 The Client acknowledges, understands, and accepts in the event subsequent Legal Activity is required by the Client, fees and the release of fees for each such Legal Activity will be:

6.3.1 by subsequent agreement between the Client and the Barrister;

6.3.2 where applicable or possible, subject to an existing Client Care Letter as between the Client and the Barrister;

6.3.3 where not applicable nor possible, subject to a further Client Care Letter as between the Client and Barrister; and

6.3.4 subject to the mechanisms of clause 6.2.5 to clause 6.2.8 and Legal Activity will be construed by the parties to include subsequent Legal Activity.

7 Confidentiality

7.1 All Confidential Information within the control of a party at the Commencement Date is and will remain within the control of that party or, where applicable, the third Person from whom that party has derived a right to control such Confidential Information.

7.2 Notwithstanding clause 3.11.2, the Client grants to Barrister Link a terminable, non exclusive, royalty free licence to use the Confidential Information within the control of the Client existing at the Commencement Date for the purpose of providing the

Services and for no other purpose. Upon completion of the Services, such licence will terminate automatically.

7.3 Each party acknowledges, understands, and accepts that during the Term it will have access to Confidential Information within the control of the other party. The parties have therefore agreed to accept the restrictions in clause 7.

7.4 Subject to clause 7.6.2, the parties undertake to each other:

7.4.1 to hold on trust for the disclosing party, keep and maintain as secret the Confidential Information of the disclosing party;

7.4.2 to disclose the Confidential Information of the disclosing party only to Persons to whom such disclosure is necessary for the Permitted Purpose and for no other purpose;

7.4.3 to limit the disclosure according to clause 7.4.2 to the extent that is necessary for the Permitted Purpose and no more;

7.4.4 to procure that all Persons who have access to Confidential Information of a disclosing party will be made aware of and subject to these obligations of confidence and will have entered into written undertakings of confidentiality at least as restrictive as those in clause 7;

7.4.5 not to disclose or make available, whether in whole or in part, the Confidential Information of the disclosing party to any Person, except for the Permitted Purpose and for no other purpose;

7.4.6 not to use nor exploit the Confidential Information of the disclosing party in any way, except for the Permitted Purpose and for no other purpose;

7.4.7 to maintain an adequate and reasonable means of control over and the authority to recall, upon immediate request, the Confidential Information of the disclosing party, disclosed to any Person;

7.4.8 not to copy, reduce to writing, nor otherwise record the Confidential Information of the disclosing party, except where it is necessary to do so for the Permitted Purpose and for no other purpose and any such copies, reductions, and records will be the absolute property of the disclosing party;

7.4.9 not to use, reproduce, transform, nor store the Confidential Information of the disclosing party in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of the receiving party’s usual place of business;

7.4.10 to keep separate the Confidential Information of the disclosing party from all documents, information and other records of the receiving party; and

7.4.11 to apply the same security measures and degree of care to the Confidential Information of the disclosing party as the receiving party applies to its own Confidential Information, which security measures and degree of care the

receiving party warrants as providing adequate protection from unauthorised disclosure, copying or use.

7.5 Clause 7.3 will not apply to Confidential Information which the receiving party can demonstrate by reasonable written evidence:

7.5.1 was, prior to its receipt by the receiving party from the disclosing party, in the possession of the receiving party and not subject to obligations of confidentiality;

7.5.2 is subsequently disclosed to the receiving party without any obligations of confidence by a third Person; or

7.5.3 is or becomes generally available to the public through no act nor default of the receiving party, its employees, directors, or contractors.

7.6 In the event the receiving party is required to disclose to the courts of any competent jurisdiction, or to any government, regulatory agency, or financial authority, Confidential Information of the disclosing party it will:

7.6.1 inform the disclosing party as soon as reasonably practicable; and

7.6.2 at the disclosing party's request seek to persuade the court, agency, or authority to have the Confidential Information in question treated in a confidential manner, where this is possible under the court, agency or authority's rules or procedures.

7.7 The parties acknowledge, understand, and accept the undertakings according to clause 7.3 will remain in full force and effect during the Term and for a period of 7 (seven) years immediately following the Term.

8 Data Protection Laws

8.1 The parties acknowledge, understand, and accept that during the Term and for the purposes of the Agreement and the Services:

8.1.1 the Client will be deemed by the parties the Data Controller and Barrister Link will be deemed by the parties the Data Processor; and

8.1.2 in such circumstances, the Data Processor may only process such Personal Data as necessary for the provision and/or receipt of the Services, including communications with the Data Controller, employees, and third Persons through email, telephone conferences, and/or person to person meetings.

8.2 When processing Personal Data, the Data Processor will comply with the Data Protection Laws and will:

8.2.1 only process Personal Data according to the Data Controller’s written instructions, unless such processing is required by applicable law and the Data Processor has informed the Data Controller of this fact, where permissible;

8.2.2 ensure that those processing the Personal Data are bound by obligations of confidentiality no less stringent than those in the Agreement;

8.2.3 not transfer the Personal Data outside of the United Kingdom without the agreement of the Data Controller;

8.2.4 taking into account the state of the art, costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of the Data Subject, implement reasonable physical, technical, and administrative measures to protect the Personal Data in particular from accidental or unlawful loss, destruction, alteration, unauthorised access, use, or disclosure;

8.2.5 notify the Data Controller without undue delay of any Personal Data breach which is likely to have a material impact upon the Data Subject;

8.2.6 delete or return all the Data Controller’s Personal Data, including copies, upon completion of the Services, except to the extent applicable Data Protection Law requires storage of the Personal Data; and

8.2.7 make available to the Data Controller all information necessary to demonstrate compliance with the obligations laid down in Clause 8;

8.2.8 assist the Data Controller in ensuring its compliance with security, notification, communication and consultation obligations pursuant to the Data Protection Law; and

8.2.9 promptly inform the Data Controller if an instruction infringes the Data Protection Law.

8.3 The Data Processor will not engage another processor of the Data Controller’s Personal Data without prior written authorisation of the Data Controller. The same data protection obligations as set out within the Agreement will be imposed upon that other processor. The Data Processor will remain fully responsible to the Data Controller for the performance of any such data processor with its data protection obligations.

9 Warranties

9.1 Each party warrants as of the Commencement Date:

9.1.1 that party has the full power and authority to enter into the Agreement; 9.1.2 the Agreement has been duly authorised by that party; and

9.1.3 the Agreement is binding upon that party.

9.2 The Client warrants and undertakes to Barrister Link:

9.2.1 to the best of the Client’s knowledge, information, and belief, receipt and use of the Materials by Barrister Link for and in the Services will not infringe third Person’s and the Client will indemnify Barrister Link and keep Barrister Link fully and effectively indemnified and held harmless against each and every

claim made against Barrister Link as a result of Barrister Link’s receipt, holding, and/or use of the Materials pursuant to the Agreement; and

9.2.2 the Client has sufficient funding for Legal Activity;

9.3 Barrister Link warrants as of the Commencement Date:

9.3.1 the terms of the Agreement are not inconsistent with any other contractual arrangements of Barrister Link;

9.3.2 to the best Barrister Links, knowledge, information, and belief, Barrister Link may freely use, practice, provide, reproduce, and distribute the Services without restriction and without infringing or misappropriating any third Person Intellectual Property; and

9.3.3 Barrister Link is not a party in any litigation or proceedings and is unaware of any pending litigation or proceedings, relating Barrister Link’s performance of services similar to the Services for any third Person.

9.4 Barrister Link warrants that to the best of the knowledge, information, and belief of Barrister Link, neither Barrister Link nor any Barrister Link Representative:

9.4.1 has paid, offered, or promised to pay, directly or indirectly, any Prohibited Payments;

9.4.2 is a government official or employee;

9.4.3 has ever been convicted of violating any anti-bribery laws or any rules or regulations concerning the purchase or sale of goods or services to or by any government;

9.4.4 has ever been interviewed, deposed, or subpoenaed in connection with any litigation or investigation involving any anti-bribery laws;

9.4.5 has ever been interviewed, investigated, prosecuted, or convicted of violating any law governing donations, contributions, honoraria, or any other form of remuneration to any government official or private person; and

9.4.6 has never engaged in any activities that would constitute a tax evasion facilitation offence and will not use in any capacity the services of any person who has engaged in the facilitation of tax evasion under any laws including but without limitation the 2017 Act.

9.5 Except as explicitly set down in clause 9, each party disclaims all other warranties, express or implied.

10 Liability and limitation

10.1 In the event of a Cause Event committed by Barrister Link, the liability of Barrister Link to the Client will be limited absolutely to:

10.1.1 losses that are direct and foreseeable as at the Commencement Date; and

10.1.2 proportionate to 5% (five percent) of the Fee paid for Legal Activity from which the Client proves, upon a balance of probabilities, gave rise to the Cause Event in question.

10.2 Barrister Link will not be responsible or liable to the Client for losses arising from or caused by:

10.2.1 Legal Activity; and/or

10.2.2 delays in the delivery of Legal Activity.

10.3 Neither party will be held responsible or liable to the other party for: 10.3.1 losses arising other than by a Cause Event;

10.3.2 losses arising from a Force Majeure Event; or

10.3.3 any indirect and unforeseeable, special, consequential, incidental, or punitive costs, damages, expenses, liabilities, financial losses, and reasonable legal fees.

10.4 Nothing in the Agreement will exclude or limit the liability of either party to the other party for death or personal injury resulting from a Cause Event.

11 Complaints

11.1 The Client acknowledges, understands, and accepts:

11.1.1 clause 11 concerns Complaints;

11.1.2 Complaints are matters arising between the Client and Barrister Link;

11.1.3 Complaints are not matters arising between the Client and the Barrister instructed by the Client; and

11.1.4 in the event the Client seeks to make a complaint regarding Legal Activity undertaken by the Barrister instructed by the Client, such complaint must be made by the Client to that Barrister’s chambers address and the Client will follow the procedures required of those chambers.

11.2 Barrister Link reserves the right not to deal with a Complaint other than in accordance with clause 11.

11.3 In the event of a Complaint, the Complaint will be:

11.3.1 made in writing;

11.3.2 precisely and succinctly summarised and limited to 500 (five hundred words) only;

11.3.3 sent by email to Barrister Link at [email protected] only and no other email or other address;

11.3.4 marked clearly within the subject heading with the word ‘COMPLAINT’ in upper case; and

11.3.5 without any attachments.

11.4 Upon receipt of the Complaint, Barrister Link will acknowledge its receipt by return email within 2 (two) Business Days and provide the Client with a reference number.

11.5 In the event the Client does not receive such acknowledgment, the Client will contact Barrister Link by telephone with details of when and by whom the Complaint was sent.

11.6 The Complaint will be passed to the Adjudicator who will investigate the Complaint, taking into account the relevant matters set out within the Complaint and provide the Client with a written response.

11.7 The Adjudicator will use his reasonable endeavours to provide the written response to the Client within 10 (ten) Business Days.

11.8 Where appropriate, the Adjudicator may, in his absolute discretion, seek further information or clarification of the Complaint either from the Client or any other relevant person within Barrister Link.

11.9 The Client acknowledges, understands, and accepts the role of the Adjudicator will be to investigate the Complaint to determine whether Barrister Link has provided the Services on the basis set out within the Agreement only.

11.10 In the event the Adjudicator determines, on a balance of probabilities, Barrister Link has provided the Services on the basis set out within the Agreement, the Complaint will fail.

11.11 In the event the Adjudicator determines, on a balance of probabilities, Barrister Link has not provided the Services on the basis set out within the Agreement, the Complaint may be upheld and the Adjudicator will consider what, if any, action should be taken regarding the Complaint.

11.12 The decision of the Adjudicator will be communicated to the Client in writing by email and will be a final determination of the Complaint. Barrister Link will use its reasonable endeavours to communicate the decision of the senior person within 28 (twenty-eight) Business Days of Barrister Link’s receipt of the Complaint.

11.13 In the event more time is required to complete the investigation, the Adjudicator will email the Client to advise the Client of the revised timescale and why further time is required.

12 Term and termination

12.1 The Agreement will commence on the Commencement Date and will continue for the Term until the earlier of:

12.1.1 the completion of Legal Activity; and

12.1.2 termination according to clause 12.

12.2 The Client may terminate the Agreement, with immediate effect, by notice in writing to Barrister Link, if at any time Barrister Link makes any of:

12.2.1 a resolution for its winding up;

12.2.2 an arrangement or composition with its creditors;

12.2.3 an application to a court for protection from its creditors;

12.2.4 an administration or winding-up order is made; or

12.2.5 otherwise an administrator or receiver is appointed in relation to Barrister Link.

12.3 The Client may terminate the Agreement upon 30 (thirty) Business Days written notice to Barrister Link if at any time Barrister Link commits any serious or repeated breach or non-observance of any of the provisions of the Agreement and such breach or non-observance is not remedied within 30 (thirty) Business Days of receipt of such notification.

12.4 Barrister Link may terminate the Agreement, with immediate effect, by notice in writing to the Client if, in the reasonable opinion of Barrister Link:

12.4.1 the Client is breaches any of the provisions of the Agreement; and/or

12.4.2 the Client’s action or inaction gives rise to any cause of action or remedy available to Barrister Link.

12.5 The rights of either party to terminate the Agreement are without prejudice to:

12.5.1 any other rights that party may have in equity or law or both to terminate the Agreement; and

12.5.2 any and all remedies accruing to that party under the Agreement or as a result of such termination.

12.6 Any delay by either party in exercising its rights to terminate the Agreement will not constitute a waiver of those rights.

12.7 Either party may terminate the Agreement at will and without cause by giving not less than 30 (thirty) Business Days’ notice in writing to the other party.

12.8 Subject to the proviso of this clause 12.7, upon termination of the Agreement and payment from the Client to Barrister Link of any and all sums due or outstanding under the Agreement, Barrister Link will, at the option of the Client:

12.8.1 within 14 (fourteen) Business Days deliver to the Client all the Materials relating to Legal Activity; or

12.8.2 irretrievably delete the Materials held within the Account, save that Barrister Link stored on any magnetic or optical disk or memory and all matter derived from such sources which is in the possession, custody, or control of Barrister Link.

PROVISO: Barrister Link may retain a complete set of the Materials and other information regarding the Client and held within its systems for the purposes of clause 5.1.6 and evidencing the compliance of Barrister Link with the Agreement.

12.9 Notwithstanding termination of the Agreement, any rights and remedies accrued by either party, including any outstanding payments due or to be paid by the Client to Barrister Link, will survive the termination of the Agreement and, with regard to payments due or to be paid by the Client to Barrister Link, they will be payable as if the Agreement was in full force and effect.

12.10 Clauses 2, 3.5.4, 3.8, 3.9, 4, 4.2.14, 4.3, 6 to 11, 12.7 to 12.9, 13, and 14 will survive termination of the Agreement.

13 Disputes

13.1 Either party may give written notice to the other party as soon as they are aware of any Dispute.

13.2 Upon receipt of a notice according to clause 13, the parties will enter into good faith negotiations to seek to resolve the Dispute. In the event the Dispute cannot be resolved within 10 (ten) Business Days of the start of the negotiations, the Dispute will:

13.2.1 be referred immediately to a senior member of staff (or equivalent) of each party for resolution. Such persons will meet (in person or by telephone call) within 30 (thirty) Business Days thereafter to attempt to resolve the Dispute; and

13.2.2 in the absence of availability of a senior member of staff (or equivalent), proceed according to clause 13.2.2 onward.

13.3 In the event the Dispute is not resolved according to clause 13.1, the parties will, within 30 (thirty) Business Days of the end of such process, begin structured negotiations with the assistance of a neutral advisor or mediator ('Neutral Advisor'), which Neutral Advisor the parties will seek to agree.

13.4 In the event the parties are unable to agree upon a Neutral Advisor or if the Neutral Advisor agreed upon is unable or unwilling to act, either party may apply to CEDR to appoint a Neutral Advisor.

13.5 The parties will within 20 (twenty) Business Days of the appointment of the Neutral Advisor, or within such other period of time as the Neutral Advisor may otherwise provide, meet with him in order to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiations. If considered appropriate, the parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure.

13.6 The parties will bear the fees of the Neutral Advisor and the costs associated with his appointment equally.

13.7 All negotiations in connection with the Dispute will be conducted in good faith and in confidence, being subject to clause 7 and, unless concluded with a written legally binding agreement, be without prejudice to the rights of the parties in future proceedings.

13.8 In the event the parties fail to reach an agreement in the structured negotiations within 120 (one hundred and twenty) Business Days of the programme for the exchange of any relevant information and the structure to be adopted for the negotiations being agreed (according to clause 13.4), or within such other period of time as the parties may agree or the Neutral Advisor may provide, any Dispute, including any question regarding the existence, construction, validity or termination of the Agreement will be referred to and finally resolved by arbitration under the rules of the Chartered Institute of Arbitrators, currently in force at the time, and those rules are deemed to be incorporated by reference to this clause 13.7.

13.9 Nothing in the Agreement will:

13.9.1 prevent either party from seeking injunctive or other equitable relief and in such event clause 14.9 will apply; or

13.9.2 the parties otherwise agreeing, in writing, to depart from or vary any of the procedures for the resolution of a Dispute, set out in clause 13.

14 General

14.1 Neither party will have any liability or be deemed to be in breach of the Agreement for any Force Majeure Event. The party affected by a Force Majeure Event will promptly notify the other party in writing of the Force Majeure Event and when the party affected by the Force Majeure Event may reasonably expect the Force Majeure Event to cease.

14.2 The relationship of Barrister Link to the Client will be that of independent contractor and nothing in the Agreement will render one party an employee, worker, agent or partner of the other. Neither party will hold itself out as such and will procure that its representatives will not hold themselves out as such.

14.3 The Agreement constitutes a contract for the provision of services and not a contract of employment.

14.4 Any notice by a party to the other party given under the Agreement will be in writing and will be sent by the notifying party to the business email address and first class mail to the business postal address of the notified party.

14.5 Any notice will be deemed to have been received:

14.5.1 in the case of an email, one (1) Business Day after the email being sent; and

14.5.2 in the case of first class mail, 3 (three) Business Days from the date of posting.

14.6 Each party acknowledges, understands, and accepts the Agreement constitutes the entire agreement and understanding between the parties and cancels and supersedes any previous agreement between them relating to the subject matter.

14.7 No variation of the Agreement will be valid, unless it is in writing and signed by or on behalf of each of the parties by an authorised representative.

14.8 The Contracts (Rights of Third Parties) Act 1999 will not apply to the Agreement and no person other than Barrister Link and the Client will have any rights under it. The terms of the Agreement or any of them may be varied, amended or modified or the Agreement may be suspended, cancelled or terminated by Agreement in writing between the parties or the Agreement may be rescinded (in each case), without the consent of any third Person.

14.9 In the event any court or competent authority finds that any provision or part of any provision of the Agreement is invalid, illegal, or unenforceable, that provision or part provision will, to the extent required, be deemed to be deleted and the validity and enforceability or the other provisions or part-provision of the Agreement will not be affected.

14.10 The Agreement will be governed by and construed according to the laws of England and Wales. Subject to clause 13, any Dispute or Complaint will otherwise be subject to the exclusive jurisdiction of the English courts.

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