1.INTRODUCTION

These General Terms and Conditions of Business (Terms of Business') apply to the delivery of services by us Sharp Cross and Mann, including our agents and subsidiaries, to a client pursuant to a letter enclosing these Terms of Business and recording the engagement (the "Engagement Letter").

2.DEFINITIONS

The meanings of the following words and phrases used in these Terms of Business shall be as follows:

Anti-money Laundering Regulations - include but are not limited to the Terrorism Act 2000, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007.

Services - the services to be delivered by us under the Engagement Letter.

Services Contract - these Terms of Business and the engagement Letter together with any documents or other terms applicable to the services ("Additional Terms") to which specific contractual references are made in the Engagement Letter.

SRA -The Solicitors Regulation Authority, our regulatory body. We are bound by professional rules of conduct which can be accessed on www.sra.org.uk/solicitors/handbook/code/content.paqe

3.OUR SERVICES AND RESPONSIBILITIES

3.1 The Engagement Letter shall set out the Services to be delivered by us. The Terms of Business shall be subject to variation if required in the Engagement Letter.

3.2 We may acquire sensitive information concerning your business or affairs in the course of delivering the Services. In relation to this confidential information we shall comply with the confidentiality standards and codes of our regulatory body, The SRA, as well as any obligations imposed on us by English Law. This clause shall not apply where confidential information properly enters the public domain. This clause shall not prohibit our disclosure of confidential information where we wish to disclose it to our Professional Indemnity Insurers or advisers in which event we may do so in confidence only.

3.3 For the purposes of marketing or publicising or selling our Services we may wish to disclose that we have performed work (including the Services) for you in which event we may identify you by your name and we may indicate only the general nature or category of such work (or of the Services) and any details which have properly entered the public domain.

4. OWNERSHIP

We shall retain ownership of the copyrights and all other intellectual property rights in any document forming part of our Services whether oral or tangible and ownership of our working papers.

5.OUR CHARGES AND EXPENSES

5.1 Our charges are based primarily on the time spent and expenses incurred in dealing with a case. Time spent on your matter may include some or all of the following:

a) Meetings with you and any other relevant person in and out of the office;

b) Considering, preparing and working on any papers relating to your matter;

c) Letters, making and receiving telephone calls, faxes and e-mails, reading/considering incoming correspondence and documentation;

d) Travel;

e) Attendance and waiting time at Court hearing;

f) Time spent on preparation of any detailed cost calculations.

In addition you will also be responsible for travel expenses, fax and photocopying charges and other disbursements including search fees, land or probate registry fees, experts' fees, process server costs and direct costs in obtaining information (where applicable).

5.2 The time spent is charged at hourly rates which will vary depending upon the seniority and experience of the person undertaking your work. The time spent is recorded in units of six minutes.

5.3 We may, in addition, charge a value element by way of our fees in specific instances which are considered 'non-standard' when assessed in accordance with the criteria set out below.

5.4 All of our charging rates are subject to review from time to time, usually yearly on the 1st May. We will notify you of changes in rates.

5.5 Routine letters, emails and telephone calls made and received will be charged as units of 1/10th of an hour. Other letters and calls will be charged on a time spent basis.

5.6 In addition to the time spent, we are permitted to take into account a number of factors which include the complexity of the issues; the urgency of the matter; the expertise or specialist knowledge that the case requires and, if appropriate, the value of the property or subject matter involved.

5.7 The rates will be higher if the matter becomes more complex than expected. We will notify you if these circumstances arise. Irrespective of the outcome of your matter you are and remain personally liable to settle our bills in accordance with the Terms of Business. There are circumstances when the amount of our costs which you will have to pay could be greater than the amount you can recover from another party to the case. This eventuality is covered under paragraph 10 headed 'Contribution to Your Expenses'.

5.8 All rates are quoted exclusive of VAT. We will add VAT to our charge at the rate that applies at the relevant tax point for VAT purposes - usually the date of the bill. Our VAT Registration No. is 306 0438 93.

5.9 We may require you to pay sums of money on account of the charges and expenses contemplated in the following weeks or months and further payments on account for charges and expenses as the matter progresses. These payments are held by us as monies on account of costs and disbursements and from time to time we will render interim bills. These monies will be applied, as we consider appropriate, in discharge or reduction of any disbursement to be paid or any subsequent invoice rendered. When the matter is finished a final bill will be rendered and any balance will be payable by you. It is important to understand that the total charges and expenses may be greater than any advance payments.

5.10 We only accept cash from a client up to a limit of £500.00 for any one transaction. All other payments must be made by debit card, credit card, cheque, electronic transfer or banker's draft. In respect of credit card transactions there will be an additional charge equivalent to 2.0 % of the transaction.

6.BILLING ARRANGEMENTS

6.1 We will normally send you an interim bill for our charges and expenses when agreed budget limits have been met or at regular intervals while the work is in progress.

6.2 Unless otherwise agreed in writing we will render an invoice for payment every six months or at such other times as we deem appropriate. Each invoice so rendered may not represent all the work done during the period it covers. We will send a final bill upon completion of the work. Payment is due to us within one month of delivery of the invoice unless otherwise agreed with you in writing.

6.3 Costs are payable whether or not a case is successfully concluded or a transaction completed unless otherwise agreed in writing. If any case or transaction does not proceed to completion for any reason during the period in which we are instructed then we shall be entitled to charge for all work done unless we have agreed otherwise in writing.

6.4 We reserve the right to exercise our statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002 ("the late payment legislation") if we are not paid according to agreed credit terms.

6.5 In cases where the late payment legislation does not apply and you fail to pay us in accordance with our agreed credit terms, it is agreed that we may charge interest from the date of the invoice on the amount unpaid at the rate of 5% per annum above the base rate from time to time of Handelsbanken Bank before and after judgment.

6.6 If you wish to dispute the fairness or reasonableness of a bill relating to a non-contentious matter you may do so under the Firm's internal complaints procedure. In addition you may also have the right to object to the bill by making a complaint to the Legal Ombudsman and/or by applying to the Court for an assessment of the bill under Part III of the Solicitors Act 1974. The Legal Ombudsman can be contacted at P.O. Box 6806 Wolverhampton WV1 9WJ on 0300 555 0333 or at enquiries@leqalombudsman.orq.uk You should notify us promptly if you wish to pursue any of the above remedies as strict time limits apply.

6.7 Administration of Estates: Invoices will be rendered at intervals during the administration. The first invoice will normally be submitted when the Grant has been obtained. Thereafter, interim invoices will normally be rendered every three months and the last account will normally be submitted when the Estate Accounts are delivered for approval.

7. RESPONSIBILITY OF PAYMENT

7.1 Unless otherwise agreed in writing you will be personally responsible for the settlement of our invoices regardless of any agreement or order for some other person to pay your costs.

7.2 Where an agreement or order exists for another party to pay your costs, invoices will be rendered to you for payment and when, and if, payment is recovered from any person whohas agreed to be responsible for your costs such sums recovered will be applied in the following priority:

a) to discharge or reduce any disbursements incurred or made on your behalf in respect of any matter, cause or action being or which has been dealt with by us on your behalf (the 'Transaction");

b) to discharge interest accrued on any invoice rendered which remains unpaid in respect of the Transaction;

c) to discharge any unpaid invoice in respect of the Transaction;

d) on account of fees, disbursements and VAT generally in respect of any unfulfilled request made for a payment in respect of any Transaction;

e) payment to you.

8. ESTIMATES

8.1 In litigation matters and transactions involving you and someone else the time spent will be affected by the attitudes adopted by the other parties and their solicitors. We cannot, therefore, work out in advance the time we are likely to be obliged to spend to do justice to your instructions. We will, however provide you with our best estimate of charges, including disbursements and Counsel's fees, both at the outset of the matter and at regular intervals or at your request.

8.2 Whenever possible, an estimate of fees will be given in advance. Any oral estimate will be confirmed in writing. Any estimate provided is given in good faith as a guideline but cannot always be adhered to. You will be advised in writing if the nature or circumstances of the work being undertaken on your behalf changes in such a way as to render the estimate given inappropriate, and, if possible, a revised estimate will be given. In any event our fees will be calculated in accordance with the section on charges and expenses above.

8.3 Any change in your own instructions may also involve us in additional time which may affect the estimate given. You can set a limit on the costs which are to be incurred. In such a case you will be advised in writing when that limit has been reached and be given the details of the nature of work undertaken on your behalf. At this stage an invoice will be rendered for payment.

9. PAYMENTS

9.1 When fees or payments are required to be made on your behalf we will assume instructions to discharge these but will notify you where such amounts are substantial.

9.2 When appropriate, we will consult you before appointing Agents or Experts. You will be responsible to us for all fees and payments made in connection with any such appointments or made otherwise on your behalf.

10. CONTRIBUTION TO YOUR EXPENSES

10.1 In some matters a client may be entitled to the payment of costs by another person. It is important that you understand that in such cases the other party may not be required to pay all of your charges and expenses, which you incur with us. You have to pay our charges and expenses in the first place, and the amounts which can be recovered from another party will only be a contribution towards them. It is also important that you are aware that any such order for costs in your favour is not a guarantee of payment by your opponent. There may also be a time delay before you are reimbursed. If the unsuccessful party is in receipt of Legal Aid then no costs are likely to be recovered notwithstanding the terms of any court order.

10.2 In certain cases, where you will be liable to pay another party's costs, you may be able to obtain insurance to cover that risk. If you wish to obtain details of the cost and type of cover available, please contact your Adviser.

10.3 If the matter proceeds to trial, a Judge has discretion to award costs. Again, it may well be that you receive a contribution from your opponent in respect of your costs and disbursements. It is important that you are aware that any such order for costs made in your favour, is not a guarantee of payment by your opponent. If the matter is either settled by consent or indeed by an order made by the Court, the question of costs will be considered. Even if you are successful in your action the other party may not be ordered to pay all your costs and disbursements in full.

10.4 In cases where another party is required to pay or contribute to your costs, you will remain personally liable to settle our bill on our usual terms. There may be a time delay before you are reimbursed. In cases where we agree to await payment of our bills or part thereof from the other party, interest can be claimed from that party as from the date on which the court order for costs was made. Such interest will be applied first towards interest on our outstanding bill and any surplus will be paid to you.

10.5 You will also be responsible for paying the charges and expenses incurred in seeking to recover any charges or disbursements that a court orders the other party to pay. In circumstances where you have to discharge the costs of others and you are registered for VAT, you will not be able to reclaim VAT as an input, as the service has been provided for someone other than yourself.

11. PAYMENT IN LIEU OF INTEREST

Where the Firm holds money in client account for a client or for a person funding all or part of the Firm's fees, or for a trust, the Firm is to account to the client or that person or trust for interest when it is fair and reasonably do so in all the circumstances.

The Firm's policy is to pay a sum in lieu of interest (if such sum exceeds £25.00) calculated and paid to the client at the rate from time to time payable on Barclay’s Bank Pic's Designated Client Account. The period for which this payment will be made, will subject to the above, normally run from the date(s) on which feared funds are received by the Firm until the date(s) of issue of any cheque(s) from our client account.

12. FUNDS HELD ON BEHALF OF CLIENTS

12.1 Funds held by us on your behalf will be held with the Barclay’s Bank Pic. ('our Bank')

12.2 Our Bank is authorised by the Financial Conduct Authority. As such, in the (unlikely) event of its collapse and client funds being lost a claim can be made to the Financial Services Compensation Scheme (FSCS). The FSCS applies to funds held by us on behalf of clients in the same way as to other banking deposits. Accordingly, deposits of up to £85,000.00 held on behalf of individuals and small businesses will be covered. The £85,000.00 limit applies to the individual or business so if you hold other deposits with our Bank the limit of £85,000.00 is for the total held with our Bank both by you personally and by us on your behalf.

12.3 Some banks have several brands, i.e. where the same institution is trading under different names. You should therefore check with your bank, the FSA or a financial advisor for more information.

12.4 In the event of the collapse of our Bank we will need to obtain your consent for the disclosure to the FSCS of your details to enable a claim to be made.

13. LIABILITY

We will perform the work which we do for you with reasonable skill and care and we acknowledge that we will be liable to you for losses, damages, costs or expenses ("losses") caused by our negligence or wilful default, subject to the following provisions:-

a) We will not be so liable if such losses are due to the provision of false, misleading or incomplete information or documentation or due to the acts or omissions of any person other than Us.

b) The aggregate liability, whether to you or any third party, of whatever nature, whether in contract, tort or otherwise, of us for any losses whatsoever and howsoever caused arising from or in any way connected with each project upon which we are instructed and/or advice on it, shall not exceed £3 million.

c) The liability of us, whether to you or any third party, in contract or tort or under statute or otherwise for any indirect or consequential economic loss or damage (including loss of profits) suffered by you or any third party arising from or in connection with the project on which we are instructed and/or advice on it, however the indirect or consequential economic loss or damage is caused, including our negligence but not our wilful default, shall be excluded.

d) Nothing in this section of these Terms of Business shall impose on us any liability of any kind or for any amount which we would not have, or preclude any defence we might have, but for this section.

e) Nothing in this section of these Terms of Business shall have the effect of restricting our liability in respect of any kind of loss, damage or liability which cannot or must not be excluded or limited under English law.

f) In the event of the collapse of our Bank our liability to you for the loss of any sums held by us on your behalf will be limited to such sum as we may recover in respect thereof from the FSCS.

14. TAX DISCLAIMER

Any work that we do for you may involve tax implications or necessitate the consideration of tax planning strategies. We may not be qualified to advise you on the tax implications of a transaction that you instruct us to carry out, or the likelihood of them arising. If you have any concerns in this respect, please raise them with us immediately. If we can undertake the research necessary to resolve the issue, we will do so and advise you accordingly. If we cannot, we may be able to identify a source of assistance for you.

15. PLANNING IN PROPERTY TRANSACTIONS

We will not advise you on the planning implications of your proposed purchase unless specifically requested to so by you, otherwise than by reporting to you on any relevant information provided by the results of the 'local search'.

16. CONTAMINATED LAND

We will not advise you about any issues relating to the possible contamination of any land which may be relevant to your purchase unless specifically requested by you to do so. Even then, we have to tell you that we are not qualified to advise on the results of any search made in that respect and would only be able to report to you the actual results of such a search.

17. OTHER PROPERTY DISCLAIMERS

It is not our responsibility to carry out a physical inspection of a property, but if you wish us to do this for any reason please make a

specific request. We shall not advise on the valuation of the property nor the suitability of your mortgage nor any other financial arrangements. We shall not advise generally on environmental liabilities where we shall assume, unless you tell us to the contrary, that you are making your own arrangements for any appropriate environmental survey or investigations. We may, however, need to obtain on behalf of your lender at your expense an environmental search.

18. STORAGE OF PAPERS AND DOCUMENTS

18.1 After completing the Services, we are entitled to retain all your papers and documents (including title deeds) until our charges and expenses have been paid in full. We will keep our file of papers for no less than 6 years after the date of conclusion of the matter. Prior to storage all personal documentation will be removed from the file and forwarded to you unless you specifically instruct us in writing to do otherwise. We will not destroy documents you ask us to deposit in safe custody.

18.2 Upon reaching the recommended file destruction date for your matter the file of papers will be automatically destroyed unless you instruct us to the contrary in writing which is duly acknowledged. It is now our policy to destroy all working papers, files and correspondence (though not original documents) which are more than 15 years old except where specifically agreed otherwise.

18.3 In the event of you requiring your file or any information contained therein at any time prior to the destruction date you should write to us quoting the reference we indicated on our last correspondence to you.

18.4 If we retrieve papers or documents from storage in relation to continuing or new instructions from you we will not normally charge for such retrieval but we reserve the right to do so. If retrieval has been requested by you or by us on your behalf on less than 24 hours’ notice, we may make a charge based on time spent producing stored papers or documents to you or another at your request. We may also charge for reading, correspondence or other work necessary to comply with the instructions given by you on your behalf.

18.5 Subject to your agreement where you request us to retain your deeds a charge will be made to cover the costs of storage and to ensure your documents are fully protected against fire, flood damage and insured for loss and reinstatement. Storage will not be undertaken without your agreement to the charge. We do not make any charge for the storage of wills.

18.6 The storage of our papers and documents does not constitute an implied retainer. In this respect the completion or termination of any given matter relinquishes us from all responsibility from notifying you of any date, time limits or clauses contained within any general papers and documents including leases, deeds and wills that may expire during the course of their storage.

19. ANTI-MONEY LAUNDERING REGULATIONS

We are required to carry out money laundering checks on all new clients and sometimes on existing clients. Our acceptance of your instructions will be subject to you providing to us all necessary information to enable us to comply with our statutory obligations. We are required by regulations in certain circumstances to enquire into the source of funds or monies which may pass through our client account. We will not accept responsibility for any loss that may arise as a result of our compliance with those regulations and in certain circumstances we reserve the right to terminate our retainer. Please refer to the Money Laundering Leaflet attached for further details.

20.1 Solicitors are under a duty to keep the affairs of clients confidential. This obligation, however, is subject to a statutory exception. Recent legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain circumstances to disclose information to the Serious Organised Crime Agency. Where a solicitor knows or suspects that a transaction on behalf of a client involves money laundering, the solicitor may be required to make a money laundering disclosure.

20.2 If, while we are acting for you, it becomes necessary to make a money laundering disclosure, we may not be able to inform you that a disclosure has been made or of the reasons for it because the law prohibits "tipping off. Where the law permits us to do, we will tell you about any potential money laundering problem and explain what action we may need to take.

20.3 In addition, where we act for your lender, we are under an obligation to advise them of any relevant information. In accepting these terms and conditions, you authorise us to disclose to the other parties in the transaction and, if applicable to all other parties in the chain of transactions, their agents and advisors all information which we have in relation to your involvement including any related sale or mortgage and other financial arrangements and wishes as to dates for exchange and completion. You may withdraw this authority at any time but, if you do so, you should appreciate that we will inform the other party or parties and their agents or advisors that this authority has been withdrawn which may prejudice the matter.

20.4 We may be subject to quality or audit checks and in these circumstances, your file will be made available. We will always aim to obtain a confidentiality agreement with the third party.

20.5 Conflict between your interests and the interests of other clients of the firm may arise during the course of a matter. If this situation occurs, we will discuss the position with you and determine the appropriate course of action. In order to protect your or their interests we may have to cease acting, in which case we will use our reasonable endeavours to find another firm of solicitors to continue acting for you.

21. INFORMATION

21.1 To enable us to perform the Services, you shall supply promptly all information and assistance and access to all documentation in your possession, custody or under your control. You shall use your best endeavours to secure these supplies where they are not in your possession, custody or under your control. You shall inform us of any information or developments which may come to your notice and which might have a bearing on the Services. You shall supply information in response to our enquiries to enable us to comply with our statutory obligations relating to the Anti-money Laundering Regulations.

21.2 We may rely on any instructions or requests made or notice given or information supplied whether orally or in writing by any person who we know to be or reasonably believe to be authorised by you to communicate with us for such purposes. We may communicate with you by electronic mail where any such person wishes us to do so on the basis that in consenting to this method of communication you accept the inherent risk (including the security risk of interception of or unauthorised access to such communications, the risk of corruption of such communications and the risks of viruses or other harmful devices) and you shall perform virus checks.

22. CONFIDENTIALITY AND CONFLICTS
We shall not accept an engagement which may give rise to a conflict of interest.

23. THIRD PARTY RIGHTS
The Services shall not create or give rise to nor shall it be intended to create or give rise to any third party rights. No third party shall have any right to enforce or rely on any provision of the Services which do or may confer any right or benefit on a third party, directly or indirectly, expressly or implied.

24. CIRCUMSTANCES BEYOND YOUR OR OUR CONTROL

Neither of us shall be in breach of our contractual obligations nor shall either of us incur any liability to the other if we or you are unable to comply with the Services as a result of any cause beyond our or your reasonable control. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the Services or notice taking effect immediately on delivery.

25. TERMINATION

25.1 You may terminate the Services Contract in writing at any time but we will be entitled to retain your papers and documents until our charges and expenses are paid in full.

25.2 We reserve the right to terminate the Services Contract if:

(a) You fail to pay our costs or money on account of costs in accordance with these Terms of Business.

(b) We cannot continue to act without being in breach of rules of professional conduct.

(c) We are unable to obtain clear instructions from you

(d) For any reason there has been a serious breakdown in confidence between us.

In such cases we will give you reasonable notice of such termination. In cases of termination of instructions you will be responsible for our charges to date.

In all cases our retainer in respect of any specific matter terminates on the issue of a final bill.

26. LIMITED COMPANIES

Accepting instructions to act on behalf of a limited company, may require a Director and/or controlling shareholder to sign a form of personal guarantee in respect of the charges and expenses of this firm. If such a request is refused, we will be entitled to stop acting and to require immediate payment of our charges on an hourly basis and expenses as set out earlier.

27. DATA PROTECTION

The definitions and interpretations under the Data Protection Act 1998 (or any subsequent amendment or re-enactment that does not substantively change the original enactment) ("the Act") shall apply to this clause where necessary to enable us to deliver the Services. For such purposes as we shall have your authority to process personal data on your behalf in accordance with this clause. When we do so, we shall take appropriate technical and organisational measures designed to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of or damage to personal data. In particular, we shall act only on your instructions and we shall comply at all times with the eight principles in Part 1 of Schedule 1 to the Act as if applicable to us directly. We shall answer your reasonable enquiries to enable you to monitor our compliance with this clause and we shall not sub-contract our processing of personal data without your prior written consent.

28. INVESTMENT ADVICE

Sometimes property / family / probate / company work involves investments. We are not authorised by the Financial Services Authority and so may refer you to someone who is authorised to provide any necessary advice. However, we can provide certain limited services in relation to investments, provided they are closely linked with the legal services we are providing to you, as we are regulated by the SRA.

29. INSURANCE MEDIATION

We are not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Services Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the SRA. Generally, there is a six month time limit for making a complaint to the Legal Complaints Service. The register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register/

30. NOTICES

Any notice to you or us delivered as part of the Services shall be in writing and delivered by pre-paid First Class post (or prepaid overseas equivalent) to or left at the respective addresses appearing in the Engagement Letter (or such other address as may be notified in writing). Notice delivered by post shall be deemed to have arrived:

(a) Where posted from and to addresses in the U.K. on the second working day and;

(b) Where posted from or to addresses overseas, on the tenth working day following the date of posting.

31. COMMISSION

In the event that commission is received by us from any Institution then, and unless otherwise agreed, we will account to you for that part of the commission (if any) as may exceed the amount of any fees or disbursements due to us.

32. HOURS OF BUSINESS

The normal hours of opening are between 9:00am and 5:00pm weekdays. Appointments can (where necessary) be arranged outside the normal hours at your home. This may involve an increased level of charge.

33. PERSONAL INDEMNITY

The total liability of this firm, its partners and employees in connection with or arising directly or indirectly from this matter will be limited to an aggregate amount of £3 million. This limit will cover all claims of any sort whatsoever whether arising in contract, negligence or otherwise and all losses or damages including interest, costs and expenses. Our insurers are Travelers Professional Risks Ltd. Policy No: UCSOL3978531. 1st Floor International House 1 St Katerine’s Way London E1W 1UN Tel:020 7264 0545

34. CLIENT CARE CODE

34.1 We are committed to meeting the highest quality standards in the delivery of the services we provide to our clients. We take any problems that may arise extremely seriously.

34.2 We have a procedure in place to ensure that complaints are identified as early as possible and that appropriate action is taken quickly and thoroughly to deal with them. Initial responsibility for identifying a complaint and ensuring appropriate action is taken rests with the person dealing with the matter or supervising those involved in dealing with the client.

34.3 Those complaints which cannot be resolved between the client and the person dealing with your matter will be investigated in accordance with our formal Complaints Procedure, a copy of which will be provided on request.

35. COMMUNICATION BETWEEN YOU AND US

35.1 We will aim to communicate with you by such method as you may request. When communicating by email we cannot accept responsibility for loss or damage arising from the use of emails or attachments and we recommend that you subject these to virus checking procedures prior to use.

35.2 Unless you withdraw consent, we will communicate with others when appropriate by email or fax but we cannot be responsible for the security of correspondence and documents sent by email or fax.

35.3 The Data Protection Act requires us to advise you that your particulars are held on our database. We may from time to time use these details to send you information which we think might be of interest to you.

36. THE SERVICES CONTRACT

The Services Contract sets out the entire agreement and understanding between us in connection with the Services and supersedes any prior agreements, understandings, arrangements, statements or representations (unless made fraudulently) relating to the Services.

Any modifications or variations to the Services Contract must be in writing and signed by an authorised representative of each of us.

In the event of any inconsistency between the Engagement Letter and any other elements of the Services Contract, the Engagement Letter shall prevail.

In the event of any inconsistency between these Terms of Business and Additional Terms that may apply, the Additional Terms shall prevail.

Nothing in the Services Contract shall operate to exclude any liability which we would otherwise have to you in respect of any statements made by us fraudulently prior to the date of the Services Contract.

37. OTHER SERVICES

37.1 In accordance with the SRA Code of Conduct 2011, your individual instructions to which these Terms of Business relate, appoint us to provide advice and guidance in accordance with the specific matter as detailed in our letter of engagement.

37.2 Your instructions do not place any duty upon us to provide you with any other advice, legal or otherwise, unless specifically instructed by you and confirmed by us in writing.

38. SEVERANCE OF TERMS

If all or any part or any individual provision of the agreement between us and you is or becomes illegal, invalid or unenforceable in any respect then the remainder of the terms of that agreement will remain valid and enforceable.

39. COURT AND JURISDICTION

The Services Contract shall be subject to and governed by English law and all disputes arising from or under the Services Contract shall be subject to in the first instance The Independent Adjudicator Service.