Terms of Engagement

Our Terms of Engagement

These are the Terms of Engagement ("Terms") for the legal, compliance and regulatory advisory Services of Pharma Law Ltd (“Pharma Law”), a limited company registered in England and Wales (registered number 10972816) whose registered offices are at 1 Rookery House, The Street, Crookham Village, Fleet, England, GU51 5RX (the “Company”).

When we refer to “Pharma Law”, “Company, “we”, “us” and “our” we mean Pharma Law Limited, unless otherwise stated. When we refer to “Client”, “you” and “your” we mean the organisation contracting with Pharma Law for Services as identified in the Terms of Engagement and any Letter of Engagement (where relevant). When we refer to “Party” it shall mean either the Client and Pharma Law singularly and “Parties” shall mean both the Client and Pharma Law.

1. Definitions

“Confidential Information” means all data, information, technology and inventions (including without limitation trade secrets, processes, data, protocols, programs, works of authorship, know-how, improvements, discoveries, developments, designs, techniques, information regarding plans for research, development, new products, marketing, business plans, budgets and non-public financial statements, licenses, prices and costs, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information and proprietary information of third parties provided to the Client relating to the Company or its services, concepts, technologies, business, financial, marketing, processes and procedures, or those of any other third party, from whom the Company receives information on a confidential basis, whether written, graphic or oral, furnished to the Client by or on behalf of the Company, either directly or indirectly, or obtained or observed by the Client while negotiating the Services.

Confidential Information does not include (i) information that is now in the public domain or subsequently enters the public domain and is generally available without fault on the part of the Client; (ii) information that is presently known by the Client from the Client’s own sources as evidenced by the Client’s prior written records; (iii) information disclosed to the Client by a third party legally and contractually entitled to make such disclosures; or (iv) information required to be disclosed by a competent regulatory authority or court.

"Engagement Letter" means any accompanying letter issued by the Company to the Client, typically issued on commencement of Services or when Services are amended, to clarify the scope of the Services and supplement or amend the Terms of Engagement.

“Estimate(s)” are non-binding assumptions upon what we believe a particular Service will cost the Client. Estimates are not spend caps and billable costs of the Company may exceed the Estimate.

“Partner” or “Lawyer” means solicitor, barrister or other legal professional representing or undertaking services for Pharma Law. Partner and Lawyer are professional titles only and not partners in the legal sense. Such individuals are not liable for the Company liabilities or responsible for the management of the Company.

“Third Party” means a person or entity that is not a Party to the Terms of Engagement or named in the Engagement Letter.

“VAT” means Value Added Tax or other replacement government taxation at the prevailing rate.

2. Client Obligations

Pre-Engagement Compliance Checks

2.1 Prior to commission of the Services the Company shall conduct the following compliance checks on the Client, and the Client agrees to such compliance checks being undertaken by the Company:

2.1.1 Electronic and original certified copy Proof of Identity checks on key individuals commissioning the Services where acting in the capacity of a company director, partner, sole trader or individual;

2.1.2 Electronic third party data base and original copy document checks for evidence of a company’s existence, ownership, trading and registered office for entities commissioning the Services;

2.1.3 Electronic third party data base checks pertaining to financial viability of a Client commissioning Services, such checks may leave a footprint on a Client’s credit file however will not impact a Client’s credit rating.

2.2 Where personal data is processed within the pre-engagement compliance checks, these documents shall be kept for a period of no longer than seven (7) years then destroyed following the termination of the Services and processed in accordance with our Data Privacy Policy.

2.3 We are professionally and legally obliged to disclose any transaction that may involve or is suspected to involve money laundering or terrorist funding activity to the National Crime Agency. In such circumstances, we would need to stop the Services immediately, but not be permitted to provide a reason for this.

Client Engagement / Instructions

2.4. The Client shall provide all relevant reasonable instructions to the Company prior to the commencement of Services, and the Company shall provide the Services with reasonable care and skill, in accordance with the Terms of Engagement and as specified by the Client in any Engagement Letter (where relevant). The Company shall be entitled to rely on all irrevocable instructions provided to it by the Client.

2.5 The Company shall not be obliged to commence Services until the Company has received written acceptance of the Terms of Engagement by an authorised representative of the Client. By accepting the Terms of Engagement, the Client also agrees to be bound by these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document generated by the Client). The Terms of Engagement, once signed and returned by the Client, shall together with the Engagement Letter, form the legally binding contract between the Parties.

2.6 In accepting the Terms of Engagement, the Client authorises the Company to proceed with all relevant preparations for the provision of Services, including but not limited to the hiring of key personnel, purchase of materials and booking of venues (where relevant).

2.7 In the provision of the Services, the Company shall use reasonable endeavours to give sound advice based on the information available, however the Client will remain solely responsible for determining its action in relation to that advice.

2.8 The Client acknowledges and agrees that, in order for Client personnel to benefit from the Services, such Client personnel will be required to make such commitment as is reasonable and appropriate to the Services.

2.9 The Client agrees to communicate all material instructions and information to the Company by email. The Company is entitled to assume instructions sent from the Client’s email account(s) are from the Client. The Client must notify the Company without delay of any unauthorised use of Client email accounts(s). It is the Client’s responsibility to inform the Company of any limitations on Client personnel’s ability to commission Services, including but not limited to Client personnel budget holder authorisation levels in relation to the Services.

2.10 The Company can recommend secure methods of file sharing however the Client is responsible for any other method of file sharing used by the Company at the Client request.

3. Our Services

3.1 The Company shall provide legal, compliance and regulatory advisory services (“Services”), to the Client as set out in the Client’s Engagement Letter, using reasonable skill and care, in accordance with the laws of England and Wales.

3.2 The Services may or may not be regulated by the Solicitors Regulation Authority depending on the nature of the Service and whether the Service is deemed a “Reserved Legal Activity”, as set out in Section 12 and Schedules 2 and 3 of the Legal Services Act 2007 (“LSA”). Reserved Legal Activities may include:

3.2.1 the exercise of a right of audience, including the right to appear before and address a court, including the right to call and examine witnesses;

3.2.2 the conduct of litigation, including the issuing of proceedings before a court in England and Wales, the commencing, prosecuting and defending of those proceedings and the performing of any ancillary functions in relation to those proceedings, such as entering appearances to action;

3.2.3 reserved instrument activities, including the preparation of any instrument of transfer or charge for the purposes of the Land Registration Act 2002, making an application or lodging a document for registration under that Act; and preparing any other instrument relating to real or personal estate for the purposes of the law of England and Wales or instrument relating to court proceedings;

3.2.4 probate activities, including the preparation of any probate papers in relation to any proceedings in England and Wales;

3.2.5 notarial activities, including activities which immediately before the day the relevant section of the LSA came into force, which were customarily carried on by notaries under the Public Notaries Act 1801);

3.2.6 the administration of oaths, including the exercise of powers conferred on a commissioner for oaths under the Commissioners for Oaths Act 1889; the Commissioners for Oaths Act 1891; and section 24 of the Stamp Duties Management Act 1891.

3.3 In the case of Reserved Legal Activities and legal dispute resolution, (as defined by s.12(3) LSA 2007), all such related Services shall be referred to a Third Party sub-contracted Lawyer, operating independently and regulated by the Solicitors Regulation Authority (“SRA”) and Law Society.

3.4 For the purposes of the Terms of Engagement, all Services that do not fall within the statutory definition of a “Reserved Legal Activity”, (“Non-Reserved Legal Activities”), shall be conducted by a competent, experienced Company appointed Lawyer, and deemed outside the scope of SRA regulation, unless the Company Lawyer deems there is an increased risk of the Services amounting to or being connected to a Reserves Legal Activity, in which case clause 3.3 shall apply.

3.5 All Non-Reserved Legal Services shall be undertaken in accordance with the SRA Principles and Code of Conduct for solicitors. These SRA Principles include:

3.5.1 Uphold the constitutional principle of the rule of law

3.5.2 Uphold public trust and confidence in the solicitor profession and in legal services provided by authorised persons

3.5.3 Independence

3.5.4 Honesty

3.5.5 Integrity

3.5.6 Encourages equality, diversity and inclusion

3.5.7 Acting in the best interest of the Client

3.6 The Parties agree all Services fall outside the scope of IR35 for the following reasons:

3.6.1 Control & Direction. The Company is an independent business to business services provider and shall undertake all work independently with professional autonomy. The Company shall take reasonable Client instructions as to the type of work required, but shall be at liberty to independently complete work the Company has been hired to do, providing such Services are delivered during reasonable office hours, and in accordance with our Clients requirements as set out in the Engagement Letter. The Company lawyers shall be hired by Clients to undertake work for our Clients in a manner akin to a usual law firm instruction.

3.6.2 Personal Service & Substitution. Whilst it is usual to assign a key contact Lawyer to a Client, the Company reserves the unfettered right to substitution and will ensure a suitable qualified substitute is put in place to back fill your key contact Lawyers’ ability to deliver on aspects of any Service. The Company further reserves the right to instruct a substitution source at its own cost to provide advice to the Client, which may involve obtaining the professional opinion of a third party counsel or solicitor with relevant experience and knowledge in the field.

3.6.3 Mutuality of Obligation. Our Terms of Engagement and Engagement Letters are for business to business Services and are not personal to any individual commissioned to deliver them. For longer term contracts, Company Lawyers shall remain at all times employed by Pharma Law Ltd, contracts typically for fixed periods of six (6) to nine (9) months (extendable), subject to short one (1) month contract notice periods either side to reasonably enable the Company and Client to manage resource allocation to assignments.

3.6.4 Equipment. The Company Lawyers shall utilize Company technology and Company licenced software for the purposes of drafting materials, conducting background and legal research in relation to the services and undertaking relevant professional networking, Use of technology and systems provided by the Client shall be limited to specific circumstances where the Client has no compatible infrastructure or requires a particular secure technology infrastructure for confidentiality or data privacy reasons, In which case, the Parties agree to limit the Lawyer’s access to that which is strictly necessary to perform the services and shall lease and utilize Clients technology and / or software access to the Company as part of the instruction in accordance with the reasonable Client instructions.

3.6.5 Financial Risk. All financial risk in the Company advisory work rests with the Company as an third party service provider to the Client. In the event a Client is not satisfied with the Services, then the Client may request the Company re-perform or rectify that element of the Service in their own time, or exercise its usual rights under the dispute procedure in the Terms of Engagement. Invoicing and payment is required when work has been completed and governed by the Terms of Engagement, Engagement Letter and contract law in the usual manner.

3.6.6 Payment. The Company shall invoice Clients according to the Company’s standard Rate Card terms, (as amended in the Engagement Letters), on an hour, day or weekly billing rate through usual business to business invoicing, detailing all services delivered, which is customary practice for legal advisory services in the UK.

3.6.7 Part and Parcel. The Client shall limit Lawyers access to Client facilities and activities to that which is strictly necessary perform the specialist advisory Services. Company Lawyers and representatives may attend Client offices and receive corporate hospitality in the course of usual Client business to business relationships, however these are not deemed employee benefits by either Party. Under no circumstances shall the Client allocate a dedicated office or workspace to the Company Lawyer, allocate business cards, offer social benefits, pension scheme enrollment, offer subsidised hospitality, or issue a work pass which is not clearly identifiable as that of a third party contractor. When referencing the Company Lawyer in Client materials, in telephone directories, org charts and on technology, the Client shall in each case highlight the fact the Company Lawyer is a "Consultant" and not give the impression they are embedded into the Client business in any way.

3.6.8 Exclusivity. The Company remains at liberty to operate across the Pharmaceutical and Life Sciences industries, simultaneously providing Services to multiple Clients, providing always no conflict of interest arises between Clients.

3.6.9 Intention. The Company Lawyers are independent contractors at all times, are independently registered and regulated by the Solicitors Regulation Authority and the Terms of Engagement and Engagement Letter clearly set out our business to business relationship, There is no intention between the Parties to create any legal partnership, employment relationship or place any personal reliance on any Company Lawyer undertaking work for the Client.

3.6.10 In business on ‘own account’. The Parties accept the Company is in business on its own account and remains at liberty to provide Services to multiple Clients, operating as an independent entity, hiring and employing its own Company Lawyers, whether on an employerd, contracted or freelance basis on the own account of the Company. The Company provides separate offices and technology. The Company and its Lawyers, whether employed or freelancer service basis to the Company, are independently registered and regulated by the Solicitors Regulation Authority (where appropriate), and the ICO for processing Client’s personal data.

3.7 Insurance At all times, the Company shall maintain its own employers liability, professional indemnity and public liability insurance policy in respect of the consulting activities.

3.8 In the event of any regulatory or HMRC enquiry into the IR35 status of any Company Lawyer or representative, both Parties agree to provide each other reasonable support and co-operation and respond in good faith, jointly (wherever possible), and in accordance with the intention of the Parties in clause 3.6 and the Engagement Letter.

4 Fees and Payment

4.1 The Company’s standard fees payable under the Terms of Engagement are set out in the Company website www.pharmalaw.co.uk under the “Rate Card” section of the website, which section may be updated or amended from time to time by the Company without notice to the Client.

4.2 Where a Client’s Engagement Letter agrees an alternative fee structure to the Rate Card, this shall apply for the first twelve (12) months and thereafter revert to the Company Rate Card subject to an annual review at the request of either Party.

4.3 The fees for Third Party services are subject to review from time to time, however the Company shall, where possible, provide reasonable notice of such Third Party fees to the Client in advance of the procurement of such Third Party services.

4.4 The fees payable under these Terms of Engagement are based on the Company's understanding of the Client's requirements as set out in the Terms of Engagement, however the Company reserves the right to make additional fee charges for:

4.4.1 additional Services, or materials, goods and sub-contracted services (“Disbursements”) in connection with the Services in excess of those set out in the Terms of Engagement;

4.4.2 additional travelling time, and reasonable expenses for travel, accommodation and subsistence, (mileage chargeable at 50 pence per mile), to attend Client meetings in excess of thirty (30) minutes travel time;

4.4.3 additional time spent planning for Services in addition to those in the Terms of Engagement;

4.4.4 VAT, which shall be billable to the Client for all goods and services as a separate line item on all Company invoices. All prices quoted exclusive of VAT.

4.5 The Company will issue the Client invoices in accordance with the Terms of Engagement in accordance with the billing frequency in the Engagement Letter.

4.6 In respect of any additional work and Disbursements carried out by the Company, these items shall be billed separately by the Company and the Client shall be liable for these immediately on production of the relevant invoice, notwithstanding any separately agreed payment terms in the Engagement Letter.

4.7 As a business to business Service, the Company shall not be required to hold Client funds or maintain a Client account for the Client’s Services.

4.8 The Client shall pay all invoices within seven (7) days of the date of the Company invoice.

4.9 The Company reserves the right to charge the Client interest at the rate of 4% above the bank of England Base Rate and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) for non-payment of invoices.

5 Intellectual Property

5.1 The Company retains copyright and all other intellectual property rights in all documents and other works we develop or generate for you in providing our services (including know-how and working materials as well as final documents) and grants you a non-exclusive, non-transferable, non-sub licensable license to use such documents or other works solely for the purpose of your matter.

5.2 Where a Client fails to make payment for Services in full in accordance with the Terms of Engagement and Engagement Letter, the Company may revoke the license and only agree to re-grant it once full payment for all Services has been made.

5.3 The Company is entitled to retain a copy of the advice or opinion of any barrister or other Third Party obtained from providing the Services, and where a copy of any such advice or opinion is retained, the Company will take reasonable steps to conceal the identity of the Client and the purpose for which the advice or opinion was obtained where it is subsequently used.

6 Conflicts of Interest

6.1 The Parties shall through the Terms of Engagement, actively manage conflict issues with all due care and confidentiality and shall make reasonable endeavours not to prejudice the position of either Party.

6.2 Where a conflict of interest arises, the Company and Lawyers are obliged to fulfill professional obligations not to act for one client in a matter where there is an actual (or significant risk of a) conflict with the interests of another client for whom we are already acting.

6.3 The Company shall put in place procedures in place to ensure that conflict checks are carried out on new Clients as soon as practicable so that if a conflict of interests arises, it can be brought to the Client’s attention as soon as possible.

6.4 If at any time the Client becomes aware of an actual or potential conflict of interest, the Client must bring this to the attention of the Company immediately.

6.5 In the event of a confirmed conflict of interests, where our professional rules allow, we may continue to act for you or another client. In such circumstances, where we continue to act for another client where we hold information which is confidential to you and material to the engagement with that other client. We will not, however, disclose your Confidential Information to that other client.

7 Subcontracting and Substitution

7.1 The Company shall be entitled, in its absolute discretion, to substitute key Client Lawyers, appoint sub-contractors, and commission specialist third party Lawyers to provide all or part of the Services on the provision that such a substitution or subcontract Lawyer has sufficient expertise and experience to fulfill the Client’s reasonable expectations.

8 Confidentiality

8.1 During the Term, both Parties shall keep confidential any information of the other party that is obtained in connection with the provision of the Services, that is clearly designated ‘confidential' or that is by its nature Confidential Information.

8.2 Neither Party shall use such Confidential Information except in connection with the Services nor divulge it to any Third Party without the prior written permission of the other Party.

8.3 The provisions of this clause shall not apply to any information disclosed by a Party ("Disclosing Party") that:

8.3.1 is in, or comes into, the public domain (except as a result of a breach of these Terms);

8.3.2 was already in the possession of the Disclosing Party at the time of its receipt from the other Party;

8.3.3 is received by the Disclosing Party from a Third Party who was not under a legal obligation of confidentiality with respect to it;

8.3.4 is required by law to be disclosed by the Disclosing Party.

8.4 The Engagement Letter shall be treated as confidential information for the purposes of this clause.

9 Data Protection and Privacy

9.1 The Parties agree that each Party shall protect and respect each other’s personal data, and shall each maintain a Data Privacy Policy (“DPP”), drafted in accordance with the General Protection Regulation (EU) 2016/679 (EU GDPR) and any national implementing and supplementing legislation.

9.2 Each Party shall process personal data of the other Party in accordance with its own DPP. In the event of any conflict between the Parties DPP, then the relevant Data Controller’s policy shall take precedence on the matter, providing always it is limited to the narrow issue in question and all other matters continue to apply.

10 Term and Termination

10.1 The duration of the Terms of Engagement (“Term”) shall continue for the period of time set out in the Engagement Letter and throughout the period of time that Services are delivered by the Company to the Client.

Client's Termination Rights

10.2 The Client may terminate or suspend their instructions or the Services at any time in writing, providing always the Client remains fully liable for its instructions, any fixed term engagement for Services and serves any relevant notice period to the Company as stipulated in the Engagement Letter, or as agreed between the Company and Client.

10.3 In the event a Client terminates its instructions for ‘On Demand’ Services, that Client will remain liable for the payment of all costs commissioned by it, together with any preparatory work already undertaken by the Company, pursuant to the Client’s original instruction.

10.4 In the event of termination of Services by notice pursuant to a term in the Engagement Letter, the Client will remain liable for all liabilities commissioned or Services rendered before termination occurs, including but not limited to the payment for Services during the notice period.

Our Termination Rights

10.5 The Company may terminate or suspend the provision of Services and / or stop acting for you where the Company has reasonable grounds to do so. Reasonable grounds may include, but is not limited to:

10.5.1 breach of the Terms of Engagement or Engagement Letter,

10.5.2 the Client has not paid a Company invoice by the due date;

10.5.3 the Client has failed to pay associated costs when reasonably requested;

10.5.4 the Client has provided or the Company suspects the Client has provided false, misleading or incomplete information;

10.5.5 the mutual trust and confidence in the relationship has broken down between the Parties, or a representative of the Client acts in an aggressive, abusive or offensive manner;

10.5.6 a conflict of interests has arisen which conflict is unavoidable or not in the best interests of the Client;

10.5.7 to limit the risk of professional embarrassment to the Company; or

10.5.8 an official investigation or a regulatory or court decision prevents the Company from providing the Services.

10.6 Cessation or suspension of Services may result in the Company invoicing for all Services undertaken by the Company and any other costs or disbursement occurring prior to termination, which, notwithstanding anything to the contrary in the Engagement Letter, shall become immediately payable by the Client.

11 Warranties, Liability and Insurance

11.1. All liability arising under these Terms of Engagement, whether arising in contract, tort, breach of statutory duty or other claim in relation to the Services shall be limited to the fees paid by the Client for the relevant Services and all advice is capped at the value of two (2) million pounds (“Liability Cap”). Where the Client receives multiple Services from the Company, the Liability Cap shall apply in the aggregate to all matters between the Parties and each Party shall be responsible for procuring professional indemnity insurance to the sum of the Liability Cap.

11.2 Neither Party shall be liable to the other for any indirect or consequential loss, loss of business, lost profits, lost revenue, lost data or accidental data destruction, loss of goodwill, wasted management time.

11.3 Neither Party shall limit their liability to the other for death, personal injury, or fraud.

11.4 Neither Party shall be liable to the other Party for matters outside their control and Services shall be undertaken on the basis that information provided is fair, reasonable and not false, misleading or incomplete.

11.5 The Parties warrant they have entered into the Terms of Engagement willingly on the basis that they have not relied on any previous statement or promise that is incorrect, false or misleading. The Parties understand all terms must be incorporated by the Engagement Letter to be legally binding.

11.6 The Parties warrants where a Party contributes towards a loss, that Party shall be responsible for a fair proportion of liability for that loss, assessed on an independently assessed quantum merit basis where the Parties are unable to agree.

11.7 The Services are personal to the Client and the Company shall not be responsible to any other Third Party or representative of the Client, including but not limited to the Client’s professional advisors and affiliated companies (where relevant) without the Company’s written permission.

11.8 Where a claim (including negligence) arises as a consequence of advice provided to the Client by the Company in connection with the Services, the Company is responsible for this and the Client shall hold the Company shareholders, directors, representatives, Partners, Lawyers and other legal professionals (“Representatives”) acting on behalf of the Company harmless. This in no way should be interpreted that the Company accepts responsibility for its Representatives.

11.9 Any condition, representation or term implied or incorporated by statute, common law or otherwise is expressly excluded.

11.10 The Client shall indemnify the Company for all loss, costs and expenses incurred by the Company as a consequence of properly acting for the Client.

12 Entire Terms

12.1 These Terms of Engagement together with any Engagement Letter entered into between the Parties constitute the entire agreement between the Company and the Client in relation to the Services, and these Terms supersede all earlier communications between the Parties.

12.2 Each party warrants that it has not relied on any commitment, representation or warranty on entering into the Terms of Engagement or Letter of Engagement, save as those expressly set out in the Terms of Engagement.

12.3 No amendment or other variation to these Terms of Engagements by the Client will be effective unless it is in writing, is dated and is signed by a duly authorised representative of the Company and the Client.

12.4 Where there is a conflict between the Terms of Engagement and Engagement Letter, the Engagement Letter then the Terms of Engagement will prevail.

12.5 The Company reserves the right to change the Terms of Engagement at any time without prior notice to the Client, however all material amendments impacting the nature of the Services with the Client will be brought to the Client’s reasonable notice.

13 Invalidity

13.1 Where any Term is deemed invalid by a competent court or agreed as such by the Parties, then it shall be deemed changed just in so far as necessary to make the Term valid. Where that is not possible, then the invalid term shall be deemed deleted without affecting any other Term.

14 Non-solicitation

14.1 Neither Party shall be permitted to solicit the personal services of a representative of the other Party who has been commissioned in the engagement of the Services.

14.2 In the event the Client hires, recruits or solicits the personal services of a Company representative, the Client shall be immediately liable to pay the Company a 25% fee of the first twelve (12) months total compensation package, (to include direct and indirect benefits), paid to the relevant individual by the Client.

15 Rights of Third Parties

15.1 Nothing in the Terms of Engagement or Engagement Letter confers or purports to confer on any Third Party any right to enforce any of these Terms of Engagement or Engagement Letter.

16 Waiver

16.1 No delay, failure to act or neglect in enforcing any provision of the Terms of Engagement or Engagement Letter shall be deemed to be a waiver that would prejudice any rights of that Party.

17 Excused Non-Performance and Force Majeure

17.1 The Company shall not be in breach of the Terms of Engagement or Engagement Letter for any failure or delay in performance of any of our obligations in respect of the Services arising from or attributable to

17.1.1 the Client’s unreasonable delay or failure to cooperate with the Company’s reasonable instructions;

17.1.2 any force majeure, which shall include (but not be limited to) events that are unpredictable, unforeseeable, or irresistible, such as any severe weather, earthquake, fire, epidemic, pandemic, acts of terrorism, biological warfare, outbreak of military or civil hostilities, explosions, strikes, sabotage, governmental interference or decree, interruption of service due to telecom carriers, internet service provider issues, power supply issues, or other technology issues.

17.2 Where a Client fails to cooperate in a timely manner with our reasonable instructions regarding performance of the Services, the Company may take reasonable actions to remediate or mitigate the effects of Client’s non-cooperation or delay, including (without limitation) rescheduling a programme date, cancelling an event or engagement, or restricting or denying eligibility to participate in a programme, event or engagement

18 Notices

18.1 Any notice pursuant to these Terms of Engagement and Engagement Letter (where relevant) will be issued in writing and served by first-class post and / or email to the Company registered address and, in the case of the Client, to the last known or registered address. Any notice sent by post shall be deemed to have been delivered three Business Days.

19 Survival

19.1 Once the Terms of Engagement are terminated, our Services will cease and we will no longer act for you and we will provide relevant notices to any impacted third party of this, however clause 1 (Definitions), clause 9 (Confidentiality), clause 10 (Data Protection and Privacy), clause 12 (Warranties, Liability and Insurance), clause 13 (Entire Terms), clause 20 (Complaints and Disputes), clause 21 (Law and Jurisdiction), of the Terms of Engagement shall survive termination.

20 Complaints and Disputes

Disputes

20.1. In the event of any dispute, the Parties must attempt to make reasonable efforts to resolve any dispute directly, between the usual Company and Client representatives responsible for the Terms of Engagement.

20.2 Where the Parties are unable to resolve any Dispute, then the matter shall be escalated to a senior representative at Director level or similar in a formal dispute notice, for the Company and Client to make a second attempt acting in good faith to resolve the dispute.

20.3 Where any dispute remains unresolved after three (3) months, then each Party may nominate three (3) mediators to the other Party, for the Parties to select one mediator, acting on a joint instruction 50% split costs basis to assist the Parties to resolve the dispute. Such mediation shall commence within two months of either Party’s formal dispute notice. The Parties shall follow the mediator’s time frame, with subsequent timescales relative to the financial size of the dispute, with due consideration of the option to toll the statute of limitations on the dispute during mediation and enter into a settlement agreement.

20.4 Where mediation fails to produce a settlement within a reasonable time frame with regards to the costs and financial size of the dispute, then either Party will by free to pursue its rights and remedies under the governing law.

Complaints

20.5 A Client may reserve its right at any time to formalise a complaint in a letter addressed to the Company and sent by first class post for the attention of the managing partner. Upon the receipt of the letter, the Company shall formally respond by letter within thirty (30) days of receipt of the Client’s complaint letter. The Parties shall continue to formally correspond until such time that the Company issues a final response letter.

20.6 If a Client is not satisfied with the Company’s final response and / or handling of the Client complaint then, subject to eligibility, a Client can ask the Legal Ombudsman to consider the complaint. Under usual circumstances to bring a complaint to the Legal Ombudsman, this must be brought within six (6) months of receiving the Company’s final written response about a complaint, subject to a limitation period of six (6) years of the relevant act or omission.

20.7. If a Client is dissatisfied about the Company fees or invoice, then it should first bring the matter to the Company at the earliest opportunity and follow the dispute resolution set out in the Terms of Engagement, and / or write a formal Complaint to the Company.

20.8 In addition to the remedies set out in these Terms and Conditions of Engagement, and subject to reasonable efforts to resolve the matter acting in good faith, and / or through the complaints and / or dispute and mediation process (as appropriate), a Client may separately apply to court for an assessment of an invoice under Part III of the Solicitors Act 1974. However, the Client should be aware if the Client opted to apply to court for an assessment, the Legal Ombudsman may not consider a complaint about the invoice. Further there are strict time limits that apply to court assessments and you may wish to seek independent legal advice.

21 Governing Law and Jurisdiction

21.1 The Terms of Engagement and Engagement Letter (where relevant) shall be governed by and construed in accordance with the laws of England and Wales and subject to the exclusive jurisdiction of the English courts, which law and jurisdiction shall include non-contractual claims or disputes.

Standard Terms Rate Card

'On Demand' Legal, Compliance and Regulatory Services (Hourly Rate)*

Managing Partners, Consultant Solicitors and Barristers

£300 to £800 + VAT (depending on experience)

Associate Legal Counsel and Legal Executives

£150 to £300 + VAT

Trainee Solicitors, Paralegal and Legal Assistants

£60 to £200 + VAT

Longer Term Assignments (Three months+ Day Rate)*

Managing Partners, Consultant Solicitors and Barristers

£600 to £1,600 + VAT (depending on experience)

Associate Legal Counsel and Legal Executives

£300 to £600 + VAT

Trainee Solicitors, Paralegal and Legal Assistants

£120 to £400 + VAT

* All fees subject to negotiation and specification in the Engagement Letter

VIEW OUR SERVICES

Terms of Engagement I Rate Card I Website Terms of Use I Privacy Notice I Cookie Notice

Pharma Law is a B2B consultancy providing 'on demand' in-house legal, compliance and regulatory strategy advice to commercial clients in the Life Science and Pharmaceutical industries. Pharma Law does not provide 'Reserved Legal Activity' services as defined by s.12 Legal Services Act 2007, such as conducting litigation, and is not presently regulated by the Solicitors Regulation Authority (SRA), however an application with the SRA is in the process of being submitted to broaden the scope of our services to include "Reserved Legal Activities".

All Pharma Law lawyers operate under professional indemnity insurance and are individually regulated by the Solicitors Regulation Authority or Bar Standards Board (as appropriate)