CONTENTS

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CLAUSE

1. These terms and how we can change them………………………………………………………………………………………… 1
2. Consumers’ cancellation rights………………………………………………………………………………………………………. 1
3. Our services………………………………………………………………………………………………………………………………. 1
4. What you agree to do……………………………………………………………………………………………………………………. 2
5. Our communications with you………………………………………………………………………………………………………. 2
6. Our fees, disbursements and expenses……………………………………………………………………………………………… 3
7. Our invoices………………………………………………………………………………………………………………………………. 4
8. How we hold your money and pay you interest on it…………………………………………………………………………… 4
9. How we limit our liability to you……………………………………………………………………………………………………. 4
10. How you and we can terminate our agreement……………………………………………………………………………….. 5
11. How you can use our advice and how we handle your documents……………………………………………………….. 6
12. Our legal status, how we are regulated and our insurance………………………………………………………………… 6
13. Complaints and other concerns…………………………………………………………………………………………………… 6
14. Confidentiality………………………………………………………………………………………………………………………… 6
15. Data protection……………………………………………………………………………………………………………………….. 7
16. Anti-money laundering and financial crime procedures……………………………………………………………………. 7
17. Other important terms………………………………………………………………………………………………………………. 8

1. These terms and how we can change them
   • Our agreement with you. These terms, together with our engagement letter to you, form our agreement with you to provide legal services. These terms apply to each matter we work on with you. If there is a conflict between these terms and our engagement letter, these terms will prevail, unless the engagement letter expressly overrides them.
   • Changes to these terms. We can change these terms in response to legal, regulatory and technological changes, and force majeure situations, and we may increase our legal fees and/or rates. If we do so, we’ll notify you and you can contact us to terminate our instructions before the changes take effect.
2. Consumers’ cancellation rights
   • Consumers may have a right to cancel. If you are an individual who is not instructing us in connection with your business, you may have a legal right to cancel our agreement with you and receive a refund of any sums you have paid us in advance. You are likely to have these rights if we take instructions from you outside of our offices or at a distance, for example online or over the telephone. Your right to cancel expires 3 working days after our agreement is made and if you request us to start work during that period you will have to pay us for any work we do in full up until you cancel. Work which we start at your request during the cancellation period cannot be cancelled once completed, even if the cancellation period is still running.
3. Our services
   • Matters outside the scope of our instructions. We only advise on matters within the scope of our instructions, as set out in our engagement letter. Unless your engagement letter clearly says otherwise, we will not advise you on the financial or tax aspects of any matter, or on your wider tax or financial interests, on the law of Kenya, or on accounting and commercial issues (including on the viability and prudence of this matter), even if a relevant issue arises during the course of our work together. You may wish to seek separate specialist advice on these matters.
   • Only you can rely on our advice. Our advice is intended solely for you. We do not accept or assume responsibility to anyone other than the clients identified in our engagement letter. Unless we agree otherwise in writing, you must not share our advice with anyone else.
   • Third party service providers. We may instruct third parties (such as other Advocates, expert witnesses, enquiry agents and any other professionals or experts) to provide services to you. Where appropriate we may instruct these third parties as your agent, so that you contract with them directly. You are responsible for the sums charged by third parties and their services are provided to you on their terms. We use reasonable skill and care in selecting and appointing third parties and provided that we do so, we are not responsible for the services the third parties provide.
   • We’re not responsible for delays outside our control. If our services to you are delayed by an event outside our control, we contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won’t compensate you for the delay, but you always have rights to terminate your instructions.
4. What you agree to do
   • You agree to:
     • Provide us with clear, timely and consistent instructions, and respond fully, frankly and quickly to our requests for information and co-operate with us and those we instruct on your behalf. The information you give us must be full and accurate, to the best of your knowledge and belief. We don’t verify the information you give us, unless we have expressly agreed to do so.
     • Tell us straight away if your contact details change.
     • Take reasonable steps to properly secure your communications with us. This includes protecting the email and computer systems used for your matter. This is important to protect your rights and funds.
     • Respect our regulatory restrictions. If we tell you that we can’t do something for you because doing it would breach our legal, professional or regulatory duties then you must respect this.
     • Pay money on account and our invoices. You must provide us with any required sums on account of costs, and pay our invoices in accordance with these terms.
     • Verify any change of our payment details received by email. If you are told about any change of our bank details by email, then even if it appears to come from our firm, you must call us on +254 20 2100 999 OR a number you have used with us previously, immediately to check the email is genuine.

5. Our communications with you
   • Risks of email correspondence. For convenience and speed, we will correspond with you by email and rely on communications coming from your email account. However, email is inherently insecure. We are not responsible for loss or damage caused by email use, provided we have taken reasonable security measures, including against viruses or similar harmful items. You can ask us not to use email other than for invoicing, which will always be via email. In any event, we will not accept any emailed instructions from you to alter your banking details or instructions on where money should be sent.
   • Blocked emails. Our filtering software may prevent us receiving emails from you or in relation to your matter and we are not responsible to you for losses resulting from this.
   • Opening hours. We are normally open between 00 am and 5.00 pm Monday to Friday, except for public holidays. Our staff may sometimes respond to communications and work outside of our normal office hours, but this is at our discretion and we ask you to respect that there will be times when we are not available.
   • Who we can give advice to and whose instructions we can act on? We may give advice and information to, and act on instructions from, any of the individuals to whom our engagement letter is addressed without the need to copy such advice to, or to confirm such instructions with, the other(s). You can let us know in writing that we are authorised to deal with someone else on your behalf in this way. For organisations, rather than individuals, we can ask for a formal resolution confirming who can instruct us.
   • We can adjust to your communications needs. As a firm, we wish to support and promote equality and diversity. If it would assist you for our services to be delivered in a different way, please let us know and we will investigate how we can assist.
6. Our fees, disbursements and expenses
   • How we calculate our fees is set out in our engagement letter. Our fees for our services are calculated either on the basis of time spent or on a fixed, capped basis and may be staged, as set out in our engagement letter.
   • Fees on a time spent basis. If our fees are calculated on a time spent basis:
     • Six-minute units. We calculate the time spent by us in six-minute units (an hour is broken down into ten units, each of six minutes) and charge it at the hourly rate for the person doing the work. Where a task (such as writing a short or standard letter or email or making a phone call) takes less than six minutes of a person’s time, the time spent is rounded up to six minutes.
     • Increases in hourly rates. We may increase our hourly rates, for example at the start of a new year. We may also increase our rates if your instructions change, for example if the matter we are working on for you becomes more urgent. We give you advance notice of any increases.
     • Estimates are not binding. Any estimate of the total charges (fees, disbursements and expenses) for dealing with your matter or reaching a certain stage in it, as well as estimates or automated quotes provided on our website, are not binding. We may update estimates as a matter progresses and you must pay all our charges even if they exceed any estimate.
   • Fixed and capped fees. If we have agreed a fixed or capped fee with you:
     • Changes in assumptions. If the assumptions on which the fixed or capped fee are based (as set out in our engagement letter) prove incorrect we may increase our fixed or capped fee or switch to charging you on a time-spent basis. If we switch to charging on a time-spent basis, we will provide you with an estimate of our fees to complete the matter.
     • What we can charge if you terminate our instructions (or we stop acting for you). If you terminate our instructions (other than because we are at fault) we are at liberty to charge you the full fixed fee. The same rules apply if we stop acting for you for any reason other than instances where we are at fault.
   • Disbursements, expenses and VAT. All hourly rates, estimates, fixed, capped or staged fees we quote to you are exclusive of the following, which you must pay in addition:
     • We may instruct third parties (such as other Advocates, expert witnesses, enquiry agents) to provide services to you or we may pay official fees or carry out searches for you. You will be responsible for associated charges and costs (disbursements). Your engagement letter will include an estimate of disbursements.
     • In addition to our fees, we charge you our expenses which may include the costs of travel, document production (scanning, photocopying, binding), payment transfers, support staff overtime, meals and accommodation.
     • VAT on our fees and, where applicable, on disbursements and expenses, unless expressly stated otherwise. VAT is currently chargeable at 16% and may be amended from time to time by an Act of Parliament.
   • Payments on account. We normally hold some money from you as security against non-payment of our charges (fees, disbursements and expenses) until a matter is concluded. We can require you to pay an appropriate amount on account before we start work and to top it up from time to time. We are not obliged to use such money to pay our bills, but we can do so.
7. Our invoices
   • When we invoice you. We invoice you regularly and on completion of your matter or at the intervals indicated in your engagement letter. We may raise an interim statute invoice. Statute invoices are final for the period they cover and your rights to challenge them are time limited. All statute invoices (whether interim or final) will be marked accordingly.
   • We can invoice disbursements and expenses at any time. We can invoice you for disbursements and expenses for any period at any time, even after we have invoiced our fees for that period.
   • Payment is due on receipt and we charge interest on late payments. Our bills are payable when you receive them. We charge interest on unpaid bills at a rate of 8% above the Central Bank of Kenya’s base rate. Interest will begin to run before securing judgment or on within 14 days of a late payment at our discretion.
   • You are responsible for our charges, even if you have third party funding. Even if someone else has agreed or been ordered to pay our charges (fees, disbursements and expenses), or you expect this to happen, you are still responsible for paying us. This includes where you are claiming back part or all of our charges from an opponent in litigation.
   • Multiple clients are jointly and severally liable for our bills. If we are instructed by more than one person, then we can require any of those persons to pay our bills in full (joint and several liability).
   • How to complain about our bills. To complain about an invoice, please follow our complaints procedure.
8. How we hold your money and pay you interest on it
   • Where we hold your money and associated risks. We may hold money on your behalf in our client account shared by all our clients. We are not responsible for any loss resulting from the failure of any bank. Our client account is in Kenya and is covered by the Deposit Insurance Scheme. The Deposit Insurance Scheme only covers a maximum of Kshs. 100,000.00 held by us in the client account, whether within our client account or otherwise and eligibility conditions apply.
9. How we limit our liability to you
   • Liabilities not excluded. Nothing in these terms limits any liability which cannot legally be limited, including without limitation liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Where you are an individual who is not instructing us in connection with your business (a consumer) and the matter is contentious (it involves a dispute with a third party), we do not exclude our liability to you for our negligence.
   • Exclusion of indirect and consequential loss (business customers only). If you are a business, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this agreement for any indirect or consequential loss.
   • Losses we are not liable for. Subject to paragraph 1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this agreement for any loss arising as a result of:
     • our complying with our legal and regulatory duties, such as delays or disclosures arising in the context of compliance with anti-money laundering legislation;
     • errors or defects in third party services instructed by us on your behalf or used by us in the provision of services to you, provided we use reasonable skill and care in selecting and appointing those third parties;
     • circumstances beyond our reasonable control;
     • loss or damage caused by email use, provided we have taken reasonable security measures; or
     • failure of any bank.
   • Caps on our liability. We may agree with you a liability cap for any given matter. This will ordinarily be agreed in our engagement letter before beginning work on the relevant matter. We will not cap our liability below the minimum amount of the professional indemnity insurance cover Advocates must have in place to insure against mistakes, currently Kshs. 2 million. Where a liability cap is agreed, it will apply to our aggregate liability to both you and to any other client for whom we are instructed in that matter. Subject to paragraph 1, the cap will apply whether the liability arose in contract, tort (including negligence), for breach of statutory duty or otherwise and whether it arises under or in connection with this agreement.
   • No claims against our staff. Services are provided by our staff for and on behalf of our law firm. Our staff do not assume any personal responsibility to our clients in relation to work carried out under these terms and any personal liability of any member of staff is therefore excluded. Any claims against our firm should be brought against the firm as a partnership. You agree not to bring any claim (including in negligence) against any employee or member of our staff including principals (that is partners, members or directors) as individuals in their personal capacity in connection with any loss or damage suffered in connection with our services. If you do bring a claim against any of our staff, they can rely on our agreement, including its limitations of liability.
10. How you and we can terminate our agreement
    • You and we can terminate this agreement. You may terminate your instructions to us at any time by telling us in writing. We can also stop acting for you, if we have reasonable grounds to do so, for example because you have broken our agreement by not giving us timely instructions or paying our invoices on time. We can also stop acting for you if the advocate-client relationship of trust and confidence has broken down, if we discover a conflict of interest, if to proceed would otherwise be contrary to legal or regulatory duties, if the risk profile for your case has significantly changed or if you experience an insolvency event. We will write to you explaining our decision, giving you as much notice as possible.
    • Payments on termination. If you terminate your instructions or we stop acting for you, you must pay our charges (fees, disbursements and expenses) incurred in full, as well as any charges we incur after termination, for example in transferring your file to another adviser or removing ourselves from the court record.
    • We can retain your documents until you pay. If you do not pay our invoices on time, we can retain documents, deeds and other items relating to any matter we are working on for you until you have done so (subject to such information that may be available to you under data protection laws). This is called exercising a lien over the items.
11. How you can use our advice and how we handle your documents
    • Intellectual property rights. We retain all intellectual property rights in the advice which we provide and the documents which we prepare, but permit you to make use of such work for the purposes of your particular matter only.
    • Treatment of your documents on completion. When your matter completes or we stop acting for you, unless you request the return of any documents you have supplied to us, we will retain them for as long as we deem necessary for legal and regulatory reasons and then destroy them. However, we retain deeds and wills until we consider them obsolete.
12. Our legal status, how we are regulated and our insurance
    • Our legal status and VAT details. We are a limited liability partnership (LLP). We may from time to time use the word “partner” to refer to a senior staff member but this does not mean that they are necessarily a member of the LLP.
    • How we are regulated. We are a firm of solicitors authorised and regulated by the Law Society of Kenya (LSK) and our legal services under this agreement are regulated by the LSK.
    • How we are insured. As required by our professional rules, we maintain professional indemnity insurance to protect clients in the unlikely event of a mistake being made in a case. Contact details and details of the territorial coverage for our professional indemnity insurers are available on request from the individual handling your case.
13. Complaints and other concerns
    • Our complaints process. We hope that you are happy with the service we provide. If at any stage you have concerns or wish to make a complaint, inform the person handling your matter straight away about the nature of your concern. If you do not feel comfortable speaking with the individual handling your matter, then you can contact our complaints partner directly (see our website for details). If the person handling your matter cannot promptly resolve your concerns, then it will be dealt with as a formal complaint under our complaints policy (see our website for a copy of this policy). This process involves an investigation of the concerns by a senior member of our firm. We will then write to you within eight weeks setting out our final response to the complaint and how you can pursue you concerns further if you do not agree with our proposed resolution or outcome.
    • Alternative dispute resolution. Alternative dispute resolution bodies such as Advocates Complaints Commission can deal with complaints about legal services. If we agree to use such mechanisms, we will inform you when notifying you of our final response to your complaint.
14. Confidentiality
    • When we may use and disclose your confidential information. We will keep confidential information we obtain through our services confidential but we reserve the right to use and disclose it to:
      • deliver those services, which may include storing confidential information on our computers, in our email and in the cloud;
      • comply with the law, including by performing conflicts of interest checks for new cases against a list of current and former clients, reporting suspicious activity to the police if we suspect money laundering and responding to freedom of information requests; and
      • comply with requests by regulators and other competent authorities.

15. Data protection
    • Our privacy policy. For information about how we deal with your personal information, see our privacy policy as published on our website.
    • In some cases, we may hold more sensitive information about an individual such as about health. This may be necessary to pursue your legal matter. We are permitted to use such information to provide legal advice to you.
    • You can withdraw consent to your information being used in a particular way, but this may limit what more we can do for you (if anything).
    • As a client we may in the future send you a newsletter or similar. We find that most clients find this helpful. We rely on the legitimate interest we have in maintaining contact with former clients to do this in compliance with data protection law and your agreement. However, we will never share your information with third parties to market to you and will not contact you about non-legal services. We will make it quick and easy for you to opt out of future communications in every communication we send.
    • While we reserve the right to destroy non-original material at any time after the conclusion of your matter, we generally retain files for a period of six years after payment of the final bill and destroy them thereafter. At the end of a case, original documents will be returned to you but, if we both agree, we may retain certain originals for a longer time period. We will also always keep a small amount of information after file closure to do conflicts of interest searches in the future to comply with our professional duties.
16. Anti-money laundering and financial crime procedures
    • How we verify your identity and check your credit rating. As a firm of Advocates, we must comply with different legal and regulatory requirements aimed at preventing crime. You agree to co-operate with us in order to verify your identity, your business structure, organisation history and sources of income and other matters relevant to discharging our legal and professional duties in this respect. This may include attending our offices with identification and other documentation for verification, but could also involve disclosure of more personal information such as bank statements and evidence of income. If it is not possible to attend our offices, lawful alternatives will be considered with you.
    • Reports to the Police. If we have to report information about you or your matter to the Police, we may be prevented by law from informing you of this fact. If this happens, we can stop work on your matter and withhold your money without notice or explanation to you, until the issue is resolved.
    • We do not accept cash. Strict limits apply to how we operate our client account (used to hold money on a client’s behalf in connection with a legal transaction). We do not accept cash. We cannot offer a banking facility and there are limits on how funds can be paid into and out of our client account.
17. Other important terms
    • Nobody else has any rights under this contract, except our staff. This contract is between you and us. Other than our staff, nobody else has rights under it or can enforce it. Neither of us will need to ask anybody else to sign-off on ending or changing it.
    • If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
    • These terms are governed by Kenyan law and you can bring claims against us in Kenyan courts. These terms are governed by Kenyan law and you can bring claims against us in the Kenyan courts.