Terms of Business

Advocate Marina Warwick, LL.M. (LSE) t/a Alma Legal

TERMS OF ENGAGEMENT (June 2025)

PART I – CLIENT RELATIONSHIP IN ALL MATTERS

1.         Application and Interpretation

1.1       I accept instructions on the following standard terms and conditions (‘terms’), which are governed and construed in accordance with the laws of the Isle of Man.

1.2       Any dispute or claim arising out of this contract shall be resolved by the appropriate dispute resolution authorities of the Isle of Man, as per paragraph 10.1 hereof, and ultimately Isle of Man courts. You hereby expressly accept that they shall have personal jurisdiction over you and me and we agree to comply with any orders, decisions or judgments that they may make in such matters.  

1.3       These terms apply to all matters, in which I act for you, irrespective of whether you have accepted them expressly.  Should you have any questions about any term or aspect of my service, please contact me.

1.4       In cases where I have provided you with a copy of these terms translated into a language other than English, in the event of any conflict between the version in that language and the English original, the latter shall prevail.

2.         Terms of effective service

2.1       I reserve the right to vary my terms at my discretion.  Such variations shall take effect upon written notice to you and your continuing to instruct me.

2.2       On receiving your initial instructions I will write to you to confirm their scope and the terms, on which I accept them.  If any substantive changes arise later, I will inform you at the time.

2.3       Accepting your instructions, I assume that you are the principal rather than an agent for any other person.  Notwithstanding that I may agree to issue invoices to and accept payment from another party, you will be primarily responsible for such payment.

2.4       To enable me to provide legal services of the requisite standard in a time- and cost-efficient manner, you agree to respond to my requests for information and instructions without delay.  In particular, please note that the relevant legislation and regulations compel me to operate anti-money laundering and countering terrorist financing procedures.  Before accepting instructions and as work continues, I must discharge my professional obligations as to obtaining evidence of your identity as my client (and, if you have made clear that you are acting as agent, the identity of your principal) and the source of funds paid to me.  You agree to respond to any requests I make in order to carry out such procedures and provide the necessary documents.

2.5       The applicable anti-bribery and anti-corruption legislation prohibits me from making, offering, promising to make, demanding or accepting (i) a payment or transfer of anything of value or (ii) any advantage, including the provision of any service, gift or entertainment on my behalf or on behalf of any client, as an inducement into any activity (or inactivity) for any improper purpose or business advantage that is illegal, unethical or a breach of trust.  I operate the relevant policies prohibiting such conduct with all parties.  If I find that any activities would breach applicable laws or my policies, I may terminate my contract with immediate effect.

2.6       The law requires me in certain circumstances to report to appropriate state authorities any evidence or suspicion of money laundering, terrorist financing, bribery or corruption, and prohibits me from notifying my client of the fact that a report has been made. In addition, you agree to the disclosure of information about you to my bank’s compliance team, should it require me to produce it.

2.7       My advice will be based on my understanding of the applicable law and practice as of the date of advice and to the extent that they are relevant to the facts presented to me and your instructions.  Any subsequent changes in law and practice may therefore affect my conclusions.  Unless I have specifically agreed with you to do so, I will be under no obligation to update my advice for any subsequent changes in the law or practice or for any changes or omissions in the facts as presented to me or in your instructions.

2.8       My engagement includes my right to sign on your behalf such documents as may be necessary for me to work on your matter.

3.         Conflict of interests

3.1       When first instructed, I will carry out checks on the other parties involved in the matter or transaction to ascertain if their interests conflict with yours or my own in that particular matter.

3.2       Subject to my duty to protect your confidentiality, I reserve the right to act for other clients, who may be in competition with you or whose interests may not otherwise coincide with yours, on matters unrelated to those in which I am acting for you or, with the consent of all the parties, in matters in which I am acting for you.

4.         My fees and charges

4.1       I will charge you an hourly rate specified below and calculated in six-minute units.  My fees are normally calculated by reference mainly to the time I spent on your matters, although other factors such as urgency and complexity may also be used in determining my fee.  The calculation of time spent on a matter covers all work carried out (including, for example, e-mails, letters, telephone calls and file administration).

4.2       I will also charge you for any disbursements reasonably incurred by me on your behalf (whether specifically authorised by you or not). 

4.3       In addition, VAT may be charged (where applicable and upon my notice to you) in respect of my fees and disbursements subject to VAT.

4.4       Where possible and subject to my engagement letter, at the start of a matter and as necessary as the matter progresses, I will give you an estimate of the fees, the amount of my remuneration, which you are likely to have to pay. You acknowledge that any estimate as to the total of my fees is given only as a guide on the basis of the information then known to me.  An estimate is not to be regarded as a fixed quotation unless I specifically so agree in writing. In some matters, I may be able to give a firm quotation if so requested.

4.5       I usually issue my invoices monthly or regularly as a matter progresses, as well as on its completion.  My invoices will include any disbursements paid and expenses incurred, in addition to my professional fees. I may ask you for payments in advance on account of anticipated fees, disbursements and expenses.

4.6       My invoices are payable within 14 days after issue. In the event of non-payment, I will be entitled to charge interest on the amount outstanding at a rate of eight per cent per annum starting from the date of the invoice.  I will not have any obligation to carry out any further work for you on any matter until the outstanding amounts have been paid.

4.7       Where funds belonging to you (irrespective of whether they were received directly from you) are kept on my account, I reserve the right to deduct from them my professional fees, disbursements and expenses without your prior approval.

4.8       Section 23 of the Advocates Act 1995 of the Isle of Man gives you the right to seek assessment of my fees by either the court or an assessor nominated by the Isle of Man Law Society.

4.9       Providing legal services, I do not as a rule conduct litigation matters.  If your matter becomes contentious, I will review the terms of my engagement so that you receive the most appropriate litigation service.

4.10     If your matter cannot be completed or if you withdraw your instructions to me, I will invoice you for all work done to that event (and all disbursements paid and expenses incurred). In such circumstances, I will also charge for work reasonably done, disbursements paid and expenses incurred in connection with the closure of my file and (if appropriate) the transfer of the matter to another adviser.

4.11     Where appropriate, I will discuss with you whether you are eligible for and/or should apply for public funding (Legal Aid) and whether or not your costs may be covered by insurance or any employer, or other legal expenses scheme.  If such third-party funding is provided, it is your duty to comply with the terms and conditions of the relevant third party and inform me and the third party immediately of any changes in your circumstances relevant to those terms (including in particular any change in your financial circumstances).

5.         Client Funds

5.1       When you pay me money in settlement of an invoice, that money becomes my money upon receipt.  Any money which you pay to me for any other purpose will be held by me on a pooled designated client monies account in accordance with the Advocates Accounts Rules 2008 of the Isle of Man, and you will under certain circumstances be entitled to a sum in lieu of interest on that money.  However, I will not account for interest on monies held on account of fees and disbursements.

5.2       Your funds transferred to me will be held in a bank in the Isle of Man at your risk.  While I will take all reasonably prudent steps to ensure that my client monies account is held with a reputable regulated bank, by accepting these terms you agree that I will not be liable for any loss you may sustain in the event of the failure of any such bank.

6.         Storage of Documents

6.1       Following the conclusion of a matter, I will store files and their contents for such time as I judge reasonable.  Unless you have requested otherwise and I have specifically agreed in writing, I will normally store correspondence and documents electronically for a period after completion of the matter, and hard copies of correspondence and documents will be sent for secure destruction.  Files will normally be stored in electronic form for not less than five years.  After expiry of that period the material may be erased without further reference to you, unless you have previously asked me in writing to retain it for longer and I have agreed in writing.   I may agree in writing to hold title deeds and similar items indefinitely.  I may charge a fee for the production or storage of such documents.

6.2       I will exercise an advocates’ lien and will keep all or any papers, documents and correspondence without releasing copies to you at any time while there is money owing to me for my fees and disbursements.

7.         Communication

7.1       My e-mail is transmitted through the internet and is not encrypted. Accordingly, its security and confidentiality cannot be guaranteed.  I cannot guarantee that an e-mail sent by you to me, or by me to you, or to any other intended recipient, will reach its intended recipient in the form sent, or at all.  You should seek confirmation of safe receipt of urgent or sensitive e-mail by contacting the recipient by telephone.

7.2       Unless you instruct me otherwise, you agree that I may correspond with you or on your behalf by e-mail and you accept that such communications may not be secure or confidential and that they may not necessarily reach their intended recipient and that I cannot accept responsibility for any loss which you may suffer as a result of the use of e-mail for communications.  If you instruct me to ensure that my communication must be encrypted, I may obtain digital certificates in the Isle of Man at your expense and subject to the availability of appropriate IT service within the timescale you require.  It is not a guarantee of absolute security, but it is a security enhancing measure.

7.3       Unless you advise me to the contrary, if you contact me by e-mail I shall assume that you request me to correspond with you by e-mail thereafter, on the basis that you will accept responsibility for any loss you may suffer as a result.  These terms of engagement apply to any e-mail sent to you. 

7.4       I regularly carry out virus checks on my computer systems and on data and communications received electronically. However, I advise you to carry out your own virus checks on all your systems, data and communications (whether in the form of computer disc, e-mail, internet or otherwise).  I accept no responsibility for viruses which may enter your system or data by these or other means.

7.5       I will deal with routine communications received by e-mail in the same manner as communications received by post or by hand rather than with an additional degree of urgency.  I do not accept service of documents or any communications by fax.

8.         Use of your Data

8.1       As a registered processor of personal data, I may process your personal data or any other data I receive in connection with your matter, including personal data of your employees or representatives, as is reasonably necessary to comply with your instructions and/or the Data Protection Act 2002 of the Isle of Man or to enhance my services to you.

8.2       You will have the duty to ensure that, before your employees or representatives disclose their personal data to me, they consent to my processing their personal data. I will deal with the requests below relating to their personal data through you.

8.3       Subject to compliance with applicable law, you have the right to request a copy of your personal data in my possession (for which I may charge a small fee) and correct any inaccuracies it contains.

8.4       You have the right to withdraw your consent to my processing of your personal data by giving me notice in writing.  This does not affect my duties to comply with the applicable law. 

9.         Limitation of Liability

9.1       I maintain professional indemnity insurance cover, currently to a limit of GBP2,000,000 (two million pounds sterling).  If you believe this to be insufficient cover for your particular transaction, please tell me: I will then (at your expense) seek an additional level of cover.  Unless otherwise specifically agreed with me in writing, my liability for any claim will be limited to the insurance cover I hold from time to time.

9.2       In some cases, I will refer you to other lawyers or professionals and may, where appropriate, instruct them on your behalf. In so doing I will exercise reasonable care in selecting such persons, but I will not be responsible for any act or omission on their part in the provision of their services to you.  If I am required to instruct outside counsel, experts, agents, consultants and/or foreign lawyers on your behalf, I will normally seek your consent before instructing them.

10.       Quality Assurance

10.1     Should you wish to raise any query or complaint in relation to my services, in the first instance, please contact me.  I will address your complaint according to my complaints handling policy applicable at the time, which I will share with you.

10.2     If you have not been able to resolve your query or complaint satisfactorily directly with me, please note that you have the right to raise it with the Isle of Man Law Society, 27 Hope Street, Douglas, Isle of Man, IM1 1AR.

10.3     Under certain circumstances you may have a right to make a complaint to regulatory authorities outside the Isle of Man.  I ask that you note paragraph 13 of these terms (advice on the law of more than one jurisdiction) as it relates to the handling of any complaint made to regulatory authorities outside the Isle of Man.

11.       Termination of our relationship

11.1     You may withdraw or vary your instructions to me at any time by reasonable notice in writing. 

11.2     I may withdraw from acting for you on giving you reasonable notice in writing where I have grounds to do so (including your failure or that of persons associated with you to make due payments or provide proper instructions/information to me and/or a risk of breach of my professional duties or applicable law).  In particular, my declining to act for you ‘for professional reasons’ shall constitute sufficient explanation of the appropriate grounds.

12.       Third Party Rights

12.1     Unless otherwise specifically agreed in writing, only you are the party to the contract with me, and nothing in these terms confers any rights on any person pursuant to the Contracts (Rights of Third Parties) Act 2001 of the Isle of Man.  Neither you nor I can assign any rights or obligations under the contract.

12.2     All information and advice which I give you is intended for your sole use and not for disclosure to third parties without my consent in writing.  I do not accept any responsibility toward any third party relying on the advice or services I provide to you. I retain copyright in all material originally produced by me.

13.       Advice on the law of more than one jurisdiction

13.1     I am qualified to practice as a lawyer not only in the Isle of Man, but also in England and Wales, and the Russian Federation.  I only accept instructions as an Isle of Man advocate subject to Isle of Man regulation, unless I have expressly agreed in my engagement letter to act in a particular matter as an English solicitor (as the case may be) or another foreign lawyer.  I will not be deemed to be acting as an English solicitor or a member of any other legal profession outside the Isle of Man simply by virtue of the fact that in a matter I advise on matters of English or Russian law, or in relation to a foreign matter.

13.2     You agree that in respect of all matters where I am acting as an Isle of Man advocate and have not agreed in my engagement letter that I am acting as an English solicitor or another foreign lawyer, all queries or complaints about my service and my professional duties toward you shall be submitted through Isle of Man regulatory channels as set out in these terms, and not to any regulatory or supervisory authority in England and Wales or any jurisdiction other than the Isle of Man.

13.3     You agree that I never hold money in my client account or otherwise on trust for or otherwise on behalf of clients in my capacity as an English solicitor or another foreign lawyer.  Money held in my client account will be held by me exclusively in my capacity as an Isle of Man advocate, subject to the provisions of the Advocates Accounts Rules 2008 of the Isle of Man and my terms.

14.       Bank payments

14.1  If you are making a payment to settle an outstanding invoice, funds should be transmitted to my office account, details of which are given in my invoice.

To avoid falsification of my bank account details in the event of forgery of my message by third parties, please contact me separately, preferably by telephone, to confirm the details before you send payment. Payment made upon such verification shall constitute good discharge of the outstanding invoice.

14.2   If you are making a payment in advance or on account of my fees generally rather than specifically in relation to an invoice, the funds should be transmitted to my client account, details of which I will let you know on receipt of satisfactory confirmation of the sources of funds.

To avoid falsification of my bank account details in the event of forgery of my message by third parties, please contact me separately, preferably by telephone, to confirm the details before you send payment. Payment made upon such verification shall constitute good discharge of the request for money on account.

14.3     All payments should be made for receipt in pounds sterling (GBP) unless otherwise agreed by me.

14.4     If I agree at your request to return your funds to you, I will send them to the same account from which I received them, unless you provide me to my satisfaction with full explanation and details of the new destination of funds you may have asked me to use.  Discharge of my duties under the anti-money laundering and countering terrorist financing legislation and other applicable law is not limited to this term.

PART II – ADDITIONAL INFORMATION FOR CLIENTS INVOLVED IN LEGAL PROCEEDINGS (CONTENTIOUS MATTERS) ONLY

15.     The Rules of the High Court 2009 govern the conduct of civil litigation in the Courts in the Isle of Man.  I will, of course, provide detailed guidance on how these rules affect the handling of your particular dispute, where appropriate, but there are certain matters of general application, of which you should be aware.

i.          Pre-Action Exchange of Information

15.1    The court places considerable emphasis on seeking to avoid litigation by voluntary exchange of information and attempts to negotiate settlement before an action begins.  If the court later considers a party to have acted unreasonably in providing or not providing information and documents relating to a proposed claim there may be adverse costs consequences.  In addition, the court has power to order production of specified documents before an action has begun.

ii.         Statement of Truth

15.2   This will be required in a statement of case and most other documents used in litigation.

15.3    The statement of truth verifies that the person making the statement believes that the facts stated in the document are true and amounts to evidence.

15.4   In the case of documents submitted on behalf of a company or corporation, the statement of truth will require to be made by a senior person in that legal entity.  In the case of a partnership, it will have to be made by a partner or a person having control or management of the partnership business.

15.5   As your advocate, I can sign a statement of truth on your behalf.  However, if I do so, it will be taken as a statement that I have been authorised to sign as confirming your belief that the facts stated in the document are true.  If it is your client’s belief that is the basis for the statement of truth, you will need to obtain and certify your client’s signature on it.

15.6  If a false statement is made in a statement of truth, the person who made or authorised it could be subject to contempt of court proceedings.

15.7  I will need to consider carefully with you who should make or authorise any statement of truth which may have to be made in relation to any litigation.

iii.       Non-party Access to Documents Filed at Court

15.8   Please note that it is possible for non-parties to obtain from the court copies of documents have been filed at court.  There are procedures available in limited circumstances to obtain an order restricting such access on which I can advise if required.

iv.        Disclosure

15.9   Disclosure of documents is an important part of the litigation process.  You will note, in particular, that relevant documents (which are very widely defined) must not be destroyed and that care should be taken about the creation of documents in the future.  All officers and employees and any other agents concerned in the litigation should be informed of this advice.

15.10  You should also note that it will be necessary for a named individual to make a statement regarding the search for documents which may be the subject of disclosure.  I will need to discuss with you who would be the appropriate person to make this statement.

v.         ADR

15.11 The court is very keen to encourage the parties to use alternative dispute resolution (ADR), including mediation, in cases where this is appropriate.  In many cases, the court will want to know whether the parties have considered the use of ADR and in certain circumstances can effectively require the parties to adopt it.  I have experience of the use of ADR and will be happy to discuss with you whether, and if so, when it is appropriate to consider using it.

vi.        Costs

15.12  Litigation is generally expensive and risky.  Even if you are successful, the other side may not be ordered to reimburse all the fees and disbursements which you have paid me or it may not be possible to recover them in full. 

15.13  In any event, you will also be responsible for paying the fees and disbursements of seeking to recover any costs that the court orders the other side to pay.

15.14  If you lose the case or part of it, the court may order you to pay another party’s costs.  I will, of course, inform you as soon as possible if any costs order is made against you.  Any such costs will be payable by you in addition to my fees and disbursements.  I will discuss with you whether my fees and disbursements and your liability for another party’s costs may be covered by insurance and, if not, whether it would be advisable for you to try to take out insurance to meet the other party’s costs.

15.15  Please be aware that if the other side is publicly funded (Legally Aided), it is very unlikely that you will be able to recover any of my fees and disbursements.

vii.      Legal Aid and Other Third-Party Funding

15.16  Please note that I have not registered to provide legal services at public expense at the Legal Aid rates and public funding under the Legal Aid legislation is not available to companies, businesses, clubs or firms. 

15.17  If a third party is paying your fees on your behalf, you need to have a clear understanding of your relationship with the person or organisation paying those fees.  If you need my help in clarifying that relationship, please ask. 

15.18  Please also note that I am likely to have to provide information concerning your case to the person or organisation paying my fees and that by agreeing to these Terms of Engagement you are authorising me to release such information as may be required.