General Terms of Engagement
- Scope of Enagement
- Personnel
- Communications
- Conflicts of Interest
- Disbursements
- Billing Proceedures
- Alternative Fee Arrangements Involving Equity or Payment in Kind
- Electronic Payments
- Retainers
- Deposit
- Trust Account
- Customer Due Diligence
- Foreign Currency
- Termination
- Exclusion of Liability
- Publicity
- Use of Technology
- Email Communication Disclaimer
- General
Scope of Engagement
The engagement will entail solely our representation of you with reference to the matters set out in Item 1 of the Engagement Letter, subject to any special conditions specific to the nature of your matter that may be specifically referenced in Item 1A of the Engagement Letter. Where we act for you in multiple matters, a separate engagement letter may not be required for each individual matter. In connection with any such additional engagements, we will seek to agree the scope of those engagements and the applicable billing procedure, whether by way of exchange of correspondence or by way of the execution of a new Engagement Letter, and such engagement shall be governed by these General Terms of Engagement.
We profess no expertise with respect to the laws of any jurisdiction outside the island of Jamaica and our engagement shall be so limited. Any view or comment expressed in relation to any such laws shall be by way of information only and shall not be binding upon us.
While we will always seek to give advice which is commercially useful, we do not accept responsibility for any failure to advise on matters which fall outside the scope of your instructions or our stated areas of competency. We assume your compliance with, and adequate consideration of, non-Jamaican legal and regulatory requirements. Our advice is always provided for the purposes of the instructions to which it relates and for your benefit only.
Personnel
The Responsible Partner will have overall responsibility for your matter and may be contacted at any time in relation to any aspect of our services. An Associate or other fee earner may be allocated as the primary contact on a day-to-day basis, and it may be necessary from time to time for other members of the firm to become involved in your matter.
The names and contact details of the responsible Partner and/or any Associate or other fee earner designated as primarily responsible for your representation are set out in Item 2 of the Engagement Letter. If you have any concerns regarding any of the persons designated to handle your matter, or you are dissatisfied with any aspect of our service, please contact the Responsible Partner or the Managing Partner, Mr. Marc Ramsay (ramsay@ramsayandpartners.com) We value your business and would wish to address any service issue at the earliest opportunity.
We will try to avoid making any disruptive changes to the legal team that handles your work. If, however, this cannot be avoided, we will under normal circumstances inform you promptly who will be handling the matter and why the change was necessary.
Communications
Unless you are advised to the contrary, written communications to our firm should be addressed to the person designated as the primary contact. It is our firm’s practice to send copies of all pertinent correspondence, when received or generated by us, unless otherwise instructed by you. We may send these copies to you by e-mail, fax, courier or ordinary post as we deem appropriate, unless directed otherwise.
You confirm that we are authorized to take and receive instructions in connection with this matter from the person(s) identified in Item 6 of the Engagement Letter or such other person as you may notify to us orally or in writing. Any instruction received from such person shall be deemed to be an instruction by you and may be acted upon or relied upon by us as such.
Conflicts of Interest
Whilst we have established procedures to identify conflicts of interest, we cannot be certain that we shall identify all potential or actual conflicts which exist or may develop due in large part to the complex nature of our firm’s practice. Unless we have so indicated in Item 9 of the Engagement Letter, we are not currently aware of any existing matter involving material conflicts of interest affecting you and any other client of our firm which would affect our engagement, and we do not anticipate this becoming a problem.
As the matter develops and further information regarding the transaction becomes available we may need to carry out additional conflict checks. In the event that we become aware of the existence of a conflict we will notify you. If we believe that your interests can be properly safeguarded by the implementation of appropriate procedures, we shall discuss and agree with you the arrangements that we shall put in place to seek to preserve the confidentiality of your information and to ensure the advice and opinions which you receive from us are independent. These procedures, and our continued engagement, may involve notification to, or be subject to, approval by the other parties who are affected by the conflict. If suitable arrangements acceptable to all parties concerned cannot be made, our representation may thereafter be terminated.
Disbursements
We will bill you for external disbursements, including courier fees, travel costs and other expenses incurred by us on your behalf, in our next invoice after they are incurred and irrespective of whether at that time they had actually been paid by us.
You will also be charged for office disbursements generated by us, including telephone and facsimile charges, photocopying and binding and other miscellaneous costs.
In the event that international travel becomes necessary, we will discuss and agree with you the terms.
Billing Procedures
Unless specifically agreed to the contrary and except for certain areas of practice which are ordinarily billed on a fixed fee arrangement at certain defined stages (for example, certain compliance related matters, certain conveyancing and security transactions, certain tax planning and intellectual property matters), our professional fees will be calculated by reference to the time spent by the relevant fee earners, whose current hourly rates are set out in Item 3A of the Engagement Letter. Invoices will reflect actual time worked in tenth of an hour (six minutes) increments. This time shall include the time spent researching, advising, meeting you and others, considering, preparing and working on papers, correspondence, telephone calls and any time spent travelling in relation to the matters in question. We do not, however, bill for time spent preparing invoices, completing time sheets or resolving billing questions. Unless agreed to the contrary, you may find that time entries are made on a daily basis and may therefore summarize a group of tasks carried out during that day. The hourly rates of our fee earners are reviewed periodically and may be varied to reflect increases in staff costs and other overheads. In relation to time-based bills, unless otherwise agreed, you may expect that we will submit invoices on a monthly basis depending on the volume of work over any particular period.
For those areas of practice in respect of which we ordinarily bill, or have agreed to bill, based on a fixed fee arrangement or other alternative fee arrangement, our agreement as to the arrangements and the stages at which our bills will be rendered are set out in Item 3B of the Engagement Letter. Where our services are terminated prior to the completion of the work contemplated to be undertaken by us at the commencement of the engagement, unless otherwise agreed, our professional fees will be calculated by reference to the time spent by the relevant fee earners in the manner stated above, but will not exceed the agreed fee for the services contemplated. Where additional services related to but distinct from a particular engagement have been rendered, unless specifically agreed to the contrary, you understand and agree that our professional fee for such additional services will be calculated by reference to the time spent by the relevant fee earners. You may expect that all related services necessarily incidental to the given engagement will fall within our agreed fee and will not constitute additional services.
Our invoices may not include some disbursements which, although incurred within the relevant billing period, may have been notified to us too late for inclusion in the invoice. In these circumstances, such costs will be held over and added to later invoices.
Unless we agree to the contrary as set out in Item 3D of the Engagement Letter, each invoice is due and payable on receipt. In the event that for any reason any invoice remains unpaid for more than thirty (30) days from the date appearing on its face or such other period as may be set out in Item 3D of the Engagement Letter, we will be entitled to charge you, in our discretion, interest on any amount outstanding until payment in full is received at the rate charged to us by our bankers on overdrafts from time to time. Further, we reserve the right to suspend the provision of our services until payment is received and we shall not be liable for any losses suffered by you, regardless of whether such loss would be foreseeable, during any such period of suspension.
It is possible that you will ultimately be looking to a third party to reimburse you for any payments due to us. We must stress however that our only contractual relationship is with you and that upon our engagement you agree to be responsible for our fees. In matters involving litigation, there may be opportunities from time to time to recover costs from the other side. These are governed by assessment (taxation) orders issued by the Courts in the event that costs are not agreed, and you should be aware that it is seldom likely that those costs, if recoverable, will exceed 50% of our charges to you.
We understand that you may have specific requirements for your billing format as set out in Item 3C of the Engagement Letter. To the extent that we are able, we are happy to bill in accordance with that billing format.
Alternative Fee Arrangements Involving Equity or Payment in Kind
From time to time, we and you may agree that part or all of our professional fees and/or disbursements shall be satisfied by the transfer of equity interests, shares, securities, property, or other non-cash assets (including, without limitation, shares in your company or a related entity) (“Equity Compensation” or “Payment in Kind”). Such arrangements shall only be effective if expressly set out in the Engagement Letter (typically in Items 3B and/or 3C).
In addition to any specific terms in the Engagement Letter, the following shall apply. The value attributed to the Equity Compensation or Payment in Kind for fee purposes shall be determined by mutual agreement based on a valuation provided by you (based on an independent valuation) and accepted by us, or such other method specified in the Engagement Letter. We and you confirm that the total fee (including the agreed value of any Equity Compensation) is fair and reasonable in accordance with Canon IV(f) of the Legal Profession (Canons of Professional Ethics) Rules.
You represent and warrant to us that the Equity Compensation or Payment in Kind has been duly authorised by all necessary corporate actions (including board and shareholder approvals where required); that the assets to be transferred are validly issued, fully paid, and free from any encumbrances, liens, claims, or restrictions (other than those disclosed in the Engagement Letter); that the transfer complies in all respects with the issuing entity’s constitutional documents, any shareholders’ agreement, and applicable laws (including the Companies Act); that no regulatory or third-party consents are required for the transfer (or, if required, they have been or will be obtained prior to transfer); that you have full power and authority to effect the transfer; and that you have obtained independent legal advice in relation to the arrangement. These representations and warranties shall survive the completion of the engagement.
You shall effect the transfer promptly as specified in the Engagement Letter, delivering all necessary documents (e.g., transfer instruments, share certificates, waivers of pre-emption rights). If the transfer cannot be completed for any reason (including failure to obtain approvals or breach of the above representations), you shall promptly pay the equivalent cash value of the agreed Equity Compensation (based on the valuation method referred to above, or a new valuation obtained by us) in addition to GCT and any applicable interest from the due date. We reserve the right to refuse incomplete or defective transfers without liability.
You acknowledge the speculative and illiquid nature of Equity Compensation or Payment in Kind, potential value fluctuations, and tax implications (and you are advised to seek independent tax counsel). We provide no investment advice, warranty, or representation regarding the assets’ value or prospects. Receipt of such assets may create a potential conflict of interest, to which you provide informed consent (subject to our ongoing professional duties). You are strongly recommended to obtain independent legal advice on the arrangement.
You shall indemnify and hold harmless Ramsay & Partners, its partners, and employees from and against any losses, claims, damages, liabilities, costs, or expenses (including legal fees) arising directly or indirectly from the Equity Compensation or Payment in Kind, including any breach of the representations referred to above, defects in title, third-party challenges to the transfer, or regulatory non-compliance.
This arrangement is subject to all other provisions of these Terms (including Exclusion of Liability) and does not constitute us entering into a business transaction prohibited under professional ethics rules.
Electronic Payments
You may elect to make payments of our fees and disbursements using our online payment gateway, virtual terminal, or Scotiabank-hosted payment page, which process Visa, Mastercard, and other credit and debit cards. By making such payment, you authorise us to charge your card for the sums due in accordance with the Engagement Letter, Auto Payment Authorisation, and these Terms.
You further authorise us to pre-authorise your card, to set up recurring transactions for periodic charges, and to process payments for agreed fees and disbursements as they fall due subject to the Auto Payment Authorisation.
All card transactions are processed securely through third-party systems (including Scotiabank and WooCommerce). We do not retain full card details other than as permitted by law and necessary for processing.
Payments made through the payment gateway are final and non-refundable. Refunds will only be granted where a manifest error has occurred on our part or where a payment has been made otherwise and received by us. Any refund shall be limited to the amount incorrectly charged and may take up to thirty (30) business days to appear on your account. Processing fees, disbursements already paid on your behalf, and professional time incurred shall not be refundable.
You agree not to initiate chargebacks or payment reversals without first giving us an opportunity to resolve any genuine dispute in good faith. An unauthorised chargeback shall constitute a breach of these Terms, and you shall remain liable for all fees, disbursements, and any associated costs.
Retainers
From time to time we may ask you to pay a retainer as a condition of our accepting, or continuing with, your matter. Where the Engagement Letter provides for a retainer, or for any similar payment (whether described as an engagement fee, commitment fee, advance, reservation fee, instruction fee, minimum fee, non-refundable fee or otherwise), or for any other sum that is payable to us in advance, or that is described or intended to be non-refundable, that sum is referred to in these Terms as an “Engagement Retainer” and is dealt with in this section. The only exception is the Deposit: where the Engagement Letter at section 4 includes a sum as a Deposit, that sum is a Deposit and not an Engagement Retainer. Any other retainer, however described, is an Engagement Retainer to which this section applies. An Engagement Retainer is earned in full upon our acceptance of the engagement, or our agreement to continue with it, and becomes our property upon payment. It is paid in consideration of our agreeing to act for you and of our availability to do so, our setting aside and committing the time of the relevant fee earners to your matter, our according your matter priority, and our declining to accept instructions from others, including persons whose interests may be adverse to yours, in the same or any related matter, and our deferring or declining other engagements in order to act for you. Unless we expressly indicate otherwise in the Engagement Letter, each of these is a benefit conferred upon you upon our acceptance of the engagement, and the Engagement Retainer is earned in full by the conferring of any one or more of those benefits, not by the work, if any, that we subsequently carry out.
An Engagement Retainer is separate from, and is payable in addition to, all of our other fees and charges (including our fees calculated by reference to time spent, any fixed, scale or other agreed fee, any Equity Compensation or Payment in Kind, our disbursements and GCT) and any Deposit. It does not form part of, and is not an advance on, a credit towards, or a limit upon, any other fee or the Deposit, and, unless the Engagement Letter expressly provides otherwise, will not be set off against or applied in reduction of any other fee, charge, disbursement, GCT or the Deposit. An Engagement Retainer is not refundable. It will not be returned to you, in whole or in part, upon the termination of the engagement (whether by you or by us, and for any reason), upon the completion or earlier conclusion of the matter (including where it settles, is withdrawn, or is concluded with less work than had been anticipated), or where you decide not to proceed. This is in addition to your obligation under the Termination section to pay all outstanding fees for work done and expenses incurred to the date of termination.
Before signing the Engagement Letter you are entitled, and we would encourage you, to obtain independent legal advice as to the nature and effect of any Engagement Retainer, and you will be treated as having had a reasonable opportunity to do so. By agreeing to an Engagement Retainer you confirm that you consider it to be fair, reasonable and not excessive or exorbitant, both on its own and taken together with all of our other fees and charges in the matter, and to be fair both to you and to us. An Engagement Retainer is not held in our clients’ trust account; in this respect it differs from the Deposit, and from any other sum paid to us in advance which we have not yet earned, each of which is dealt with under the Deposit and Trust Account sections. Where the Engagement Letter provides for both an Engagement Retainer and a Deposit, each is dealt with under the section applicable to it.
In the event of any inconsistency between this section and any other provision of these Terms (including the Billing Procedures, Deposit and Termination sections) in relation to an Engagement Retainer, this section shall prevail. Nothing in this section limits the jurisdiction of the court in relation to fees.
Deposit
Regulation 4(5)(ii) of The Legal Profession (Accounts and Records) Regulations, 1999, prohibits the making of a payment on your behalf from our clients’ trust account of any sum in excess of that held by us in our clients’ trust account on your behalf. Accordingly, upon our engagement, we ask you to provide us with funds in advance to be placed on account to cover our professional fees and disbursements from time to time in the amount set out in Item 4 of the Engagement Letter by return mail or by wire transfer according to the wire transfer instructions set out in Item 5 of the Engagement Letter. This deposit will generally be retained by us until the completion of this matter and applied towards settlement of our interim or final invoice, at our discretion. All interim invoices are to be paid in full on receipt, or at such interval as stated in Item 3D of the Engagement Letter.
We reserve the right, in our sole discretion to apply the deposit as we see fit, in whole or in part to any outstanding invoice(s), whether interim or final. Any balance remaining on any invoice after the deposit has been so applied shall remain payable by you.
As expenses are incurred and services are rendered, we may ask you to make further deposits from time to time. If any requested deposit is not received promptly, we reserve the right not to carry out further work in the matter until the funds are received and we shall not be liable for any loss suffered by you as a result, regardless of whether such loss would be foreseeable.
Interest is not payable by us to you on payments made by you on account of fees and disbursements unless and until required by law to be placed by us in an interest bearing account, in which event interest shall accrue from the date so placed until the date such sums are recalled to facilitate payments.
We will, of course, account to you fully for all funds received by us and will refund to you any balance remaining after all outstanding invoices have been settled.
Trust Account
In the absence of any instructions to the contrary, any funds held by us on your behalf may be deposited in such financial institution as we determine to be convenient from time to time, and this shall serve as our specific authority for any such funds to be invested in any entity. Please note that as an institution to which you have authorized us to deposit funds held by us on your behalf, this will discharge us from liability in the event of the failure of that institution.
Customer Due Diligence
In order to ensure compliance with the laws of Jamaica and in keeping with the global concerns and responses to money laundering, we need to obtain satisfactory information in relation to our clients and sometimes people related to them in order to enable us to satisfy relevant government agencies that we are not being used by persons knowingly or unknowingly to launder money. We therefore need to obtain evidence of your identity and other relevant due diligence information. Our practice is to require, and we hereby request, the items set out in Item 8 of the Engagement Letter. We acknowledge that some of these documents may be accessible from public registers in Jamaica and we would be happy, if more convenient to you, to try to obtain these directly from those sources. Our reasonable fees for searches undertaken in connection with our due diligence will be identified under cash disbursements in your bills. If you are not able to provide us with the specific information requested, please contact us as soon as possible to discuss other ways in which we may be able to verify your identity and undertake the necessary due diligence.
Please note that regulatory requirements imposed on attorneys require that we not only gather this information at the time that we are opening a new matter, but also that we update this information periodically so long as the file remains open. We may, therefore, from time to time need to request additional due diligence information from you or may need to ask that you verify that the information that we have on file for you remains current and up-to-date. We appreciate and look forward to your cooperation if and when this becomes necessary.
It is also necessary in connection with any sums received by us from you to obtain from you the source of those funds in order to confirm that all funds deposited to or transferred through the firm’s accounts are derived from legitimate sources only. Please identify in Item 7 of the Engagement Letter the source of the funds that you will pay to us. You acknowledge and confirm that the source of funds identified by you in Item 7 of the Engagement Letter will be true and accurate at all times during the engagement. You further acknowledge and confirm that we are authorized to so indicate the source of such funds to such financial institution in which the funds are deposited, and if so requested by such financial institution, to provide it with copies of any customer due diligence information which we may have on file in connection with the beneficial owners of such funds.
While we are professionally and legally obliged to keep your affairs confidential we may be required to make a disclosure to the relevant authority where we know or suspect that a transaction may involve money laundering and the information is communicated or given to us with the intention of furthering a criminal purpose. You understand and acknowledge that no such disclosure shall amount to a breach of confidence by us. In addition, it may become necessary from time to time for us to store information using third party servers or other service providers, you acknowledge and confirm that this shall serve as your specific authority and consent to the storage of such information in such manner and without any requirement for giving any further notice.
Foreign Currency
Funds paid to us on your behalf in foreign currency may be converted to Jamaican dollars generally at the buying rate offered by our commercial bankers at the material time unless prior to payment you instruct us in writing to the contrary.
Termination
This engagement will terminate automatically upon completion of the scope of work set out herein. However, either you or we may terminate this engagement at any time prior to completion for any reason by notice in writing. In the event that we determine to terminate the engagement we will seek to do so with minimum disruption or dislocation to you. In the event of termination, you will promptly pay all outstanding fees for work done and expenses incurred by our firm to the date of termination.
All files generated by our firm are the property of our firm and we retain all copyright and other intellectual property rights in everything developed by us both before and during our engagement with you. Upon termination, provided that all our fees and expenses have been fully satisfied and that the request for same is received by us within 30 days of termination, one copy of our files can be made available to you or your new attorney. Subject to the foregoing, we will cooperate in all ways reasonably requested in the transfer of pending matters to another attorney.
We ordinarily retain copies of files, either in physical form or electronically, for a period of at least seven (7) years after termination. Thereafter our files may be destroyed. We are not obliged to provide you with any notice of such destruction. You hereby expressly authorize us to keep and maintain any personal information provided to us during the course of our engagement for a period of ten (10) years or such longer period as may be necessary in the circumstances. You further acknowledge and agree that you will obtain the consent for us to retain for a similar period the personal information of any third party shared with us for the purposes of this engagement and will wholly indemnify and keep us indemnified against any loss, damage or claim made against or incurred by us resulting from the retention of such information by us.
Following termination of our engagement, we are not obliged to inform you of any approaching deadlines or to take any steps required to protect an interest or legal right. Our practice of archiving or storing files and documents of this kind for seven (7) years does not impose any continuing obligation on us in respect of these files or documents.
Exclusion of Liability
We will provide our legal services to you with reasonable skill and care and acknowledge that we will be liable to you for losses, damages, costs or expenses (“losses”) which are determined to have been caused by our negligence, breach of contract or wilful default, subject to the following provisions:
(a) we will not be liable if such losses are due to the provision of false, misleading or incomplete information or documents or due to the acts or omissions of any other person;
(b) we will not be liable for any indirect or consequential losses, including any loss suffered by any third party claiming through you;
(c) where you suffer any losses for which we are jointly and severally liable with any third party or third parties, the extent to which such losses shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such losses, as agreed between all of the parties, or in the absence of agreement, as finally determined by the Courts of Jamaica;
(d) we will not be liable for any loss arising from our delay in proceeding with our engagement due to or arising from compliance with the Proceeds of Crime Act or Regulations or any directions issued by the Competent Authority thereunder.
Publicity
We are bound by duties of confidentiality which prohibit us from naming our clients and any information that we acquire in the course of acting for them, without their consent unless that information is already in the public domain or we are compelled by law to disclose. In the absence of any instructions to the contrary, you confirm that by engaging Ramsay & Partners, this shall serve as our specific authority to disclose the fact that you are a client of Ramsay & Partners and to describe the matter to which this engagement relates in general terms or as may otherwise be agreed with you. Your consent is greatly appreciated and will enable us to continue to promote Ramsay & Partners and its expertise.
Use of Technology
Ramsay & Partners utilises modern technology, including cloud-based platforms, secure third-party systems, matter management software, collaboration tools, electronic document exchange, and email communications, to provide efficient, cost-effective, and high-quality legal services. To further enhance efficiency, accuracy, and innovation, we may also employ approved artificial intelligence (AI) tools for supportive tasks such as legal and factual research, document drafting and review, contract analysis, summarisation of cases, legislation, or meetings, transcription, and similar activities.
In delivering these services, client information and data may be processed, transmitted, or stored using third-party providers and their servers. These servers may be located outside Jamaica, including in the United States, Canada, the United Kingdom, the European Union, or other jurisdictions with recognised data protection standards. We carefully select reputable providers and require contractual safeguards, including robust security measures and compliance with applicable privacy laws.
All use of AI is regulated by our AI Governance Policy (available at www.ramsayandpartners.com/ai-policy or upon request). This Policy includes comprehensive vetting and approval of AI tools (with an internal register of authorised tools only), contractual requirements prohibiting the use of inputs for model training and mandating enterprise-grade security, encryption, and controlled data residency, an absolute prohibition on entering confidential, privileged, personal, or sensitive information into unapproved or public AI tools, mandatory human oversight, independent verification, and citation-checking of all AI outputs (with the responsible attorney remaining fully accountable for all work product), and ongoing monitoring to address risks such as inaccuracies, biases, or “hallucinations”.
We communicate primarily by email and routinely exchange documents electronically. While we employ up-to-date security protocols, antivirus software, and encryption where appropriate, no electronic system or transmission can be guaranteed to be completely secure. Risks include (but are not limited to) unauthorised access, interception, data corruption, cyber-attacks, viruses, malware, other technical failures, and (in relation to AI tools) potential inaccuracies or “hallucinations”. We recommend that clients maintain their own appropriate security measures.
By engaging our services and accepting these General Terms of Engagement, unless you notify us in writing to the contrary at the outset or during the matter:
- you acknowledge the inherent risks associated with the use of technology as described above, including cloud services, international data transfers, electronic communications, third-party providers, and AI tools;
- you consent to our use of such technology, including approved AI tools in accordance with our AI Governance Policy and all applicable privacy and data protection laws; and
- you agree that Ramsay & Partners shall not be responsible or liable for any loss, damage, claim, expense, or breach (including any data breach or inaccuracy in AI output) arising directly or indirectly from:
- risks inherent in electronic systems or third-party technology providers;
- any failure, interruption, or security incident beyond our reasonable control; or
- the use of approved technology where we have complied with our internal policies and exercised reasonable care in provider selection and oversight.
We will accommodate reasonable requests to restrict or prohibit specific technologies (including particular AI tools) in your matter, provided you notify us promptly in writing so that we may discuss feasibility, potential impacts on scope, timing, or costs, and any necessary adjustments to our services.
Email Communication Disclaimer
You cannot assume that each email message copied or sent to us was actually opened and read by us unless you receive a non-automated reply message indicating that he or she read the substance of your message.
General
These Terms are governed by and construed in accordance with the laws of Jamaica and you irrevocably submit to the exclusive jurisdiction of the Courts of Jamaica to hear and decide any suit, action or proceedings and to settle any dispute which may arise out of or in connection with these Terms and our engagement with you.
We may amend these Terms at any time, in our sole discretion, by publishing the amended version on our website. These Terms, as amended and in force from time to time, govern our engagement with you, and any amendment is binding on you and takes effect upon publication. The version published on our website at any given time prevails over any other copy of these Terms. You agree that it is your responsibility to review the current version of these Terms on our website from time to time, and that the published version applies to our engagement whether or not you have in fact reviewed it. We are not obliged to give you individual notice of any amendment. Your continuing to instruct us, or to accept our services, after an amendment has been published constitutes your acceptance of these Terms as amended. You confirm that you have had the opportunity to consider, and to obtain independent advice on, these Terms, including this provision, and you agree to our amending these Terms in the manner set out above.
The failure to exercise or delay in exercising a right or remedy provided by these Terms or by law does not constitute a waiver of the right or remedy or a waiver of other rights and remedies. No single or partial exercise of a right or remedy provided in these Terms or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.
Each of the provisions contained in these Terms shall be construed as independent of every other such provision, so that if any provision of these Terms shall be determined by any court or competent authority to be illegal, invalid or unenforceable then such determination shall not affect any other provision of these Terms, all of which other provisions shall remain in full force and effect.
You understand that until we receive the signed Engagement Letter we may, unless we indicate otherwise, be unable to commence or complete any work pursuant to this engagement.
