These terms apply to all business undertaken by Campbells and we will take your continuing instructions in any matter as your acceptance of them. These terms together with any letter to which they are appended by us and any schedules thereto, if any, are together referred to as the “Retainer” and constitute the entire agreement between us and you hereby superseding any previous agreement between us and you.

1. Our role

We aim to provide you with sound, practical and prompt legal advice and assistance, and will do our best to keep you informed of our progress. We will at all times do our best to comply with your instructions, even where these are contrary to our recommendations, unless we feel it would be unlawful, improper or unethical to do so, or inconsistent with maintaining a proper working relationship. Please note that all attorneys are Officers of the Grand Court of the Cayman Islands and are not permitted to do anything inconsistent with their duties to the Court.

2. Responsibility to Third Parties

We provide our services under the Retainer for the benefit of the person(s), firm, company or other association or organisation who is recorded as our client, and not for the benefit of any other person. Save where imposed by law, we do not accept any responsibilities to any third parties.

3. Complaints Procedure

If at any time you have any queries or concerns on any aspect of a matter, then please do not hesitate to contact the supervising partner. If this does not resolve the matter to your satisfaction, or you would prefer not to speak to the supervising partner, then please feel free to contact our managing partner.

4. Conflicts of Interest

At the date of this letter, we do not to our actual knowledge have a conflict of interest in relation to your current instructions or proposed instructions. However, conflicts of interest can and do arise, and there may be circumstances in which we may have to cease acting for you. For example, a conflict could arise where we have discovered information whilst acting for another client which we would normally be bound to disclose to you, but the disclosure of which conflicts with our duty of confidentiality to that other client. In these circumstances, our professional conduct rules would generally require that we cease to act for both clients. Furthermore, there may be occasions upon which we are obliged by law to suspend activities on your matter, and circumstances where we are precluded from informing you of the reasons for the suspension.

5. Files and Documents

We will retain all papers and documents (except for any papers and documents to which you are entitled and which you ask to be returned to you, but we may retain a copy) in storage for a reasonable period not exceeding six years from the date such papers and documents are sent to our storage facilities. We may destroy them at any time after this period. If you wish papers and documents to be retained for a longer period, then please contact us to make specific arrangements. During such 6 year period and thereafter we shall have no liability for the loss, damage or destruction of papers and documents. We are entitled to keep all your papers and documents whenever there is any money owing to us for our fees and disbursements pending payment. Subject to there being no money owing to us for our fees and disbursements, we will return to you on request papers and documents to which you are entitled. Where you request papers and documents be sent to you or another person we are entitled to charge for printing, making and retaining a copy thereof, storage and handling (including for any period such files have been kept in storage and for retrieval from storage) and delivery, at our usual rates as determined by us from time to time. We may retain papers and documents in the form of electronic records only and may destroy hard copies of papers and documents where papers and documents are retained in the form of electronic records.

6. Future Instructions

This Retainer applies to all matters on which you instruct us, both present and future subject to our then current hourly rates.

7. Liability

To the extent that the law imposes on us responsibility to any third parties notwithstanding clause 2 above, our liability to them shall be limited in accordance with this clause 7 and clause 8 and a single limit as set out in this clause 7 shall be shared between such third parties and you. You warrant that you will take all reasonable, immediate and necessary steps to mitigate any loss that you suffer which you claim to have been caused by our act or omission and you must notify us immediately of any such claim. We will have no liability in the event of your failure to fully and promptly meet your obligations in such regard. Any liability which might otherwise be implied or incorporated herein by reason of statute or common law or otherwise is hereby expressly excluded to the fullest extent permissible by law. Our liability to you (and, where applicable, to any third party) shall not exceed the maximum amount which may be payable by our insurer in relation to any claim that you may make or three times our professional fees charged in the matter, whichever is greater. This limit shall apply to any and all causes of action against us in respect of or arising from or in any way connected with our engagement by you. Where you instruct us on future matters, this clause shall also apply to each such future matters. Where instructions on any matter are from joint clients, a single limit will apply to be shared by such joint clients. Except as otherwise expressly stated in writing, we make no warranties of any kind or nature, whether express or implied, including, but not limited to, warranties of merchantability or fitness for a particular purpose or use in connection with our engagement. We shall not be liable in any way for failure to perform our obligations under this engagement if the failure is due to causes outside our reasonable control. You hereby agrees to indemnify us for all actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against us or which may be incurred or become payable by us in respect of or arising out of us acting for you except in the case of our negligence, willful misconduct or fraud. We shall not be liable for any indirect or consequential damages.
The Retainer shall only apply to exclude or limit any liability to the extent permitted by law and nothing in the Retainer shall operate to exclude or limit any liability for fraud. Any provisions hereof intended to have continuing effect (including without limitation the liability provisions contained herein) shall survive and remain in full force and effect notwithstanding any termination of the Retainer.

8. Contribution Claims

Where in relation to any loss you have causes of action against us and against any third parties, we shall only be liable to you for our share of the responsibility. Nothing in this clause shall increase our liability beyond that set out in clause 7.

9. Electronic Communications

During the course of this matter, we may wish to communicate electronically with one another. The electronic transmission of information cannot be guaranteed to be secure or error-free, as it will be transmitted over a public network, and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise be adversely affected or unsafe to use. We will assume that the purported sender of an email is the actual sender, and that any express or implied approval or authority referred to in an email has been validly given. In particularly sensitive cases, we can correspond with you using encrypted email and will be pleased to discuss this with you if appropriate. We each agree to use reasonable procedures to check for the most recently known viruses before sending information electronically, but we each recognise that such procedures cannot be a guarantee that transmissions will be virus-free. We shall each be responsible for protecting our own interests in relation to electronic communications. Neither of us (nor any former partner, employee or agent of Campbells, any company controlled directly or indirectly by Campbells or any officer, employee or agent thereof or any successor of any of the aforesaid) shall be liable to the other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any damage or loss arising from or in connection with the electronic communication of information between us. For the avoidance of doubt, where it applies, this exclusion shall take priority over that set out in clause 7.

10. Ceasing to act

You may terminate the Retainer at any time (either generally or in respect of any particular matter or aspect of a matter) upon notice to the supervising partner which shall, if we so request, be confirmed in writing. No period of notice is necessary. We also reserve the right, upon reasonable notice, to terminate the Retainer. This will be confirmed to you in writing, if requested. Termination shall not affect accrued rights and liabilities and in particular our rights to any fees earned and disbursements incurred by us at the date of termination. Notwithstanding the aforesaid, in certain circumstances, we may be required to suspend or terminate the Retainer without giving any period of notice or reason therefor. Moreover, if you do not give us instructions within a reasonable period of our asking for them, do not pay promptly any request for money on account or do not pay an invoice within the due period or for any other reason in our complete discretion, we reserve the right to decline to act further. On termination of the Retainer we will submit an invoice to you to cover work done and disbursements incurred in respect of the period up to the date of termination. Additionally, you will be liable for any fees and disbursements for work necessary in connection with transfer of the matter to another advisor of your choice and/or removing ourselves from the court record, as applicable.

For contentious matters, if we are on the record at Court as acting for you in any proceedings, consent of the Court may be required before we can be removed from the record and, to that extent, your right to terminate the Retainer may be restricted.

11. Rights and Remedies

The rights and remedies available to us by virtue of the Retainer are without prejudice to any other rights or remedies available to us. Any failure by us to exercise or delay by us in exercising a right or remedy provided by the Retainer or by law does not constitute a waiver of the right or remedy, or a waiver of other rights or remedies.

12. Confidentiality

Any information which we obtain as a result of acting for you will be treated in an entirely confidential manner, subject to applicable law. If, however, our engagement is not formalized then information disclosed to us will not be treated as confidential and will not restrict us from acting for another party in any matter or transaction in relation to which you may have discussed engaging us. You acknowledge that we act for other clients and you acknowledge that partners, consultants or staff who do not carry out work on your behalf are not expected to nor are they to be regarded as having knowledge of your confidential information. Neither we nor you will be prevented from disclosing confidential information:

(a) which is or becomes public knowledge other than by a breach of an obligation of confidentiality;
(b) which is or becomes known from other sources without restriction on disclosure; or
(c) which is required to be disclosed by law or any professional or regulatory obligation.

You understand and accept that we may be required in certain circumstances to make reports to regulatory and law enforcement authorities, or to disclose documents or information or take other action, as a result of information received by us or matters which come to our attention during the course of our engagement. Where appropriate and permitted, we will advise you in advance of any action we may be required to take.

13. Fees, client account funds

You agree to pay for our services at our usual current hourly rates from time to time plus all disbursements which we incur. All invoices are to be paid within 30 days from the date of issue, failing which we reserve the right to suspend activity on the file and charge interest on the balance outstanding, at the court rate then imposed by the Grand Court of the Cayman Islands, from the date of the invoice to the date of payment. We will deposit any funds we hold for you in our escrow account from time to time. Interest will only be paid on such sums if we are specifically requested by you to place the funds in a separate interest bearing account. In the event that the bank at which our escrow account is held or any clearing bank through which such monies may be transferred becomes insolvent or fails to pay any such amount held for you our responsibility to you shall be limited to the actual amount recovered from such bank in relation to such deposit.

14. Know your client requirements

We are subject to legal requirements which require us to report knowledge or suspicions of money laundering to the relevant authorities. In addition, it is an offence for us to prejudice any investigation by those authorities by "tipping-off' any person who may be the subject of suspicion, or any third party, that such a person is suspected of money laundering.

We are required by money laundering legislation and regulations to verify your identity and we can accept new instructions only on the basis that you can properly identify yourself to us. If we do not receive or have sufficient evidence of identity and a proper explanation of the details and nature of a proposed transaction we will not be able to act or may have to terminate the Retainer.

15. Amendment

The Retainer may be amended or added by us upon not less than thirty days’ notice of such amendment. The Retainer for the time being in force will be available for inspection by clients during normal business hours of Campbells.

16. Miscellaneous

In these terms and conditions unless there be something in the subject or context inconsistent with such construction:

(a) the singular shall include the plural and vice versa and words importing any gender shall include all genders;
(b) words importing persons shall include companies or associations or bodies of persons whether corporate or unincorporated;
(c) reference to laws or statutes are to laws and statutes of the Cayman Islands and include any revisions, statutory modifications and re-enactments thereof for them time being in force;

If any provision of the Retainer or any agreement entered into pursuant hereto is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:-

(a) the validity or enforceability in that jurisdiction of any other provision of this Re or such other agreement; or
(b) the validity or enforceability in other jurisdictions of that or any other provision of the Retainer or such other agreement.

If we merge with another firm or transfer our business to another partnership, a partnership or a company (a "Successor Firm") then our engagement with you to provide services under the Retainer shall not automatically terminate by reason of such merger or transfer. You agree that the Successor Firm is automatically appointed by you on the terms of the Retainer so that continuity of service can be provided to you. Both the Successor Firm and you may rely on the Retainer as setting out the continuing terms of the engagement and both shall take such steps as are necessary to enable such continuity of service.

You agree to comply with the laws of the Cayman Islands and to provide to us such documentation and information as we may require to comply with all applicable laws and regulations in force in the Cayman Islands. You shall be responsible for compliance with and, if relevant, drawing our attention to any relevant requirements of the laws of other jurisdictions.

17. Jurisdiction and applicable law

The Retainer and all business undertaken between you and us is subject to Cayman Islands Law and the exclusive jurisdiction of the Cayman Islands Courts provided that we may sue in respect of outstanding fees, expenses, disbursements and other sums or obligations owing to us in any jurisdiction.