Standard Terms of Business

ABOUT

1. These Terms apply to the relationship between my Company and each of my clients, regarding any matter on which I am instructed. I keep these Terms under regular review and will provide you with at least 30 days’ notice of any amendments. This current version was updated on and is effective from 15 July 2025. You can view and download a .pdf version of these Terms here.

2. When I begin acting as your solicitor, I will send you a letter of engagement (“Letter of Engagement”) to confirm that I accept your instruction. The Letter of Engagement contains important practical information, to include the scope of legal services and fees to be charged.

3. As your matter progresses, it may be necessary to update your Letter of Engagement, for example by adjusting your instruction, my services, or the fee to be charged. To take effect, any such amendments must be mutually agreed and confirmed by me in writing. 

4. The Letter of Engagement and these Terms (each as amended) form a legally binding contract (“Contract”) between us. If there is any inconsistency or contradiction between these Terms and the Letter of Engagement, the Letter of Engagement will take precedence for that specific instruction. 

5. Your continuing instructions will amount to your acceptance of the Contract.

   STANDARD & DUTY OF CARE

6. I am obliged to follow SRA standards and regulations, including the Solicitors’ Code of Conduct. Amongst other things, this means I am bound by duties of confidentiality, competence, and acting in my clients’ best interests, and that I will provide all services with all reasonable skill and care, in a timely and professional manner.

7. My duty of care is to the client addressed in the Letter of Engagement (you) and to no-one else. It does not extend to any third parties (including but not limited to your associates, affiliates, agents, or employees) unless we agree otherwise in writing.

   SCOPE OF SERVICES

8. My services are primarily focused on contract drafting and negotiation, intellectual property (IP), artificial intelligence (AI), and related legal and business matters for clients in the media, entertainment, creative, and technology sectors. 

9. The exact scope of the services I will provide to you will be agreed between us in writing, I will only act on your instructions, and not beyond the scope of my authority or expertise. Any services I provide reflect my professional judgment based on the information available and the legal and regulatory position at the time. 

10. My services rely on you providing instructions and sufficient information in a timely manner. The information you share must be (and remain) true and accurate in all material respects, and you are responsible for ensuring that you have the requisite permissions and rights to share such information. Unless otherwise agreed, I am not responsible for verifying the accuracy or sufficiency of the information you provide. You are responsible for ensuring that I am aware of all relevant deadlines and requirements you may have, even where we have worked together before. 

11. Whilst I aim to give clear and practical guidance, I cannot and do not offer any guarantee or reassurance of outcome regarding your matter. You acknowledge and agree that, even in cases where I provide insight regarding potential commercial benefits or risks, you must take into account your own circumstances and wider considerations. The final decision on how to proceed rests solely with you,

    CONFIDENTIALITY

12. I will treat all information you provide, and all advice I give, as strictly confidential. This includes information disclosed during meetings and calls, as well as in letters and emails (and, where used, via social media platforms such as LinkedIn or over SMS/WhatsApp). This duty of confidentiality continues indefinitely.

13. Confidentiality applies to all communications, conversations, documents, and arrangements between us, including fee discussions and the scope of services. Exceptions to my duty of confidentiality arise in certain limited situations, for example if you authorise disclosure, or if the information has already been made public through some other lawful means, or where I consider that I am legally or professionally required to disclose it.  

    PRIVILEGED INFORMATION

14. The legal advice I provide is ordinarily protected by legal professional privilege. To preserve this protection, it is important that such advice remains confidential and is not shared with third parties unless necessary. If you are unsure about how privilege applies, please do let me know.

    COMMUNICATIONS

15. My primary method of communication is via email and telephone. Where requested by you, I may also in some special circumstances (and always at my sole discretion) agree to communicate over SMS/WhatsApp. You acknowledge and agree that there are inherent risks with such electronic communications and that I am not responsible for loss or damage caused by email, video conferencing, or text messaging services, provided always that I will take care and act in accordance with good industry practice. If you prefer another method of communication, please let me know.

    CONFLICTS OF INTEREST

16. I do not act for multiple clients whose interests may conflict in the same matter. If a potential conflict arises after I begin working with you, I will not act for the new client without your informed consent and in any event, I will do so only in cases where it is appropriate under the SRA Code of Conduct.

    FIXED FEES & ESTIMATES

17. In most cases where the scope of the instruction is clear, I am able to offer a fixed fee or otherwise an estimate of anticipated fees. However, any such estimate of legal fees or other costs for dealing with your matter is not binding, unless explicitly stated as a fixed fee.

    HOURLY RATES & TIME RECORDING

18. For certain matters (such as complex negotiations or open-ended policy projects) working on the basis of an hourly rate will be more appropriate than a fixed fee. My current hourly rate will be confirmed in your Letter of Engagement.

19. If I consider that the scope of your instruction has changed or should change, I will inform you as soon as possible to provide an updated estimate, or suggest that we amend the scope or fees to be charged as per Paragraph 3 above. 

20. Time is recorded in the industry-standard six-minute increments. I reserve the right to charge for all time spent actively progressing your matter, including meetings, calls, emails, document drafting and review, research, and overall case management. Should you wish to receive a detailed breakdown of time incurred, please let me know in advance.

    VAT, COSTS & EXPENSES

21. All fees stated and charged are exclusive of VAT. You are also responsible for any bank charges or international transfer costs so as to ensure the full amount invoiced is paid. 

22. On occasion, it may be necessary for me to incur costs or disbursements on your behalf (for example, a filing fee for an IP registration) or other expenses (such as for my travel, where this is requested by you). Such costs will be passed on to you, either to be billed directly by the third party or added to my invoice as a separate item. 

    INVOICING & PAYMENT

23. I typically invoice within two weeks of completing a matter, or monthly for ongoing work. Unless otherwise noted on the invoice, fees are payable in pounds Sterling and are due within 30 days.

24. If you have any queries about an invoice or require additional time to pay your bill, please let me know as soon as possible. In most cases I am content to arrange a payment plan. However, if an invoice remains unpaid beyond 30 days and you have not attempted to resolve the matter, I reserve the right to charge interest at the statutory rate (currently 8% per annum) from the due date until payment is made. I may also cease work or withhold deliverables until payment is brought up to date, but will notify you first.

25. Invoices will usually reflect all work and any expenses for the relevant period or matter. If something is accidentally omitted, I may issue a follow-up invoice, but will notify you first. 

26. I do not ask for fees upfront as the Company is not regulated to hold client funds on account. All payments made to Kelsey Farish Limited are for services rendered or agreed expenses, and become Company funds upon receipt.

    REFUNDS

27. Legal services are bespoke, time-based, and often front-loaded in terms of research, preparation, and strategic input. Accordingly, once work on your matter has materially commenced and a Letter of Engagement is in place, legal fees will begin to accrue and once paid are non-refundable. Notwithstanding this, I will take care to scope all work clearly from the outset and aim to ensure transparency throughout the engagement. 

    REGULATORY STATUS

28. Kelsey Farish Limited is not required to be a SRA-authorised law firm, as I do not carry out certain court-related activities and other matters reserved to regulated law firms. The Company therefore operates as a legal services and consultancy business providing unreserved legal services under the Legal Services Act 2007. This means you will not have access to the SRA’s Compensation Fund, nor can you complain about the Company to the Legal Ombudsman. However, the Company maintains professional indemnity insurance for your protection, and complaints are handled in accordance with SRA requirements.

29. If you are ever unhappy with or otherwise wish to discuss any aspect of my services, please do let me know straight away. In the first instance, you should contact me directly by email to explain your concerns in writing. I will acknowledge any concerns promptly and work with you in good faith to find a resolution. 

30. If your concern relates to a serious misconduct issue or breach of SRA Principles you may contact the SRA directly. The SRA can investigate issues of professional misconduct by individual solicitors and take disciplinary action if appropriate, but is not a compensatory body.

    INSURANCE & LIABILITY

31. The Company has obtained professional indemnity insurance to cover against claims arising in connection with services provided under these Terms and any Letter of Engagement. 

32. All services are provided by Kelsey Farish Limited and you agree that any liability arising from the services will rest solely with the Company. You further agree that you will not (and will also ensure that your associates, employees, representatives and other affiliates do not) bring any claim against any individual officer or employee of the Company, including me, Kelsey Farish, in my personal capacity. This applies to claims in contract, tort (including negligence), breach of statutory duty, or otherwise. 

33. To the fullest extent permitted by law, the Company will not be liable for: (a) any indirect, special, or consequential loss; (b) losses that arise as a side effect of the problem, or that were not reasonably foreseeable at the time the services were provided; (c) delays or disclosures required by law; (d) the actions or omissions of any third parties recommended to you (for example an accountant or designer), provided such recommendation was made in good faith; and (e) events beyond the Company’s reasonable control (such as email outages or other force majeure events). 

34. If any loss you suffer involves multiple advisers or parties, the Company’s liability will be limited to a fair and equitable proportion of your total loss, reflecting its actual responsibility.

    LIMITATION OF LIABILITY

35. Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter where liability cannot be lawfully excluded or limited. Notwithstanding this, unless otherwise agreed in writing the Company’s total aggregate liability to you including interest and legal costs will not exceed the greater of: (a) £10,000 or (b) the total amount of legal fees paid by you to the Company in connection with the relevant instruction. This limit applies regardless of whether the liability arises from one or several instructions, and multiple issues within a single matter will be treated as a single claim. 

36. You acknowledge that the limitations and exclusions set out in Paragraphs 31 through 36  above are reasonable given the nature of your instruction, the agreed fees, and the level of risk involved, and that they reflect a fair allocation of risk and responsibility between us.

    ENDING THE ENGAGEMENT

37. You may end your engagement at any time and for any reason simply by giving notice in writing. Our engagement will be deemed to terminate on delivery of my final invoice relating to the relevant matter. On termination you must pay all outstanding fees and expenses as set out in that invoice.

38. If you terminate the engagement or otherwise stop instructing me before a matter is concluded, you will generally need to pay for work completed up to the point of termination. For fixed-fee arrangements, a pro-rata fee for the portion of work completed will be billed and for time-based arrangements, you will be billed for time incurred up to termination. 

    CEASING TO ACT

39. In rare situations, it may be necessary for me to stop acting as your solicitor or otherwise end my engagement with you if: (a) you fail to timely pay an invoice, having been reminded to do so; (b) you fail  to provide sufficient instructions or information I require; (c) it becomes clear there is a conflict of interest that prevents me from continuing; or (d) I must withdraw for ethical or legal reasons.

40. In such situations, I will give you reasonable notice and assist in the handover of your work to you or to another adviser of your choice. If the termination is due to a serious personal issue or ill health suffered by me, I will charge only what is fair and reasonable in the circumstances in light of the inconvenience. In any event, your engagement will not be terminated by the Company without clear communication and an effort to avoid any prejudice to you.

    CONSEQUENCES OF TERMINATION

41. Upon termination, I will return any of your original property promptly and, if you wish, provide copies of work or correspondence. Copies of all documents and correspondence are retained for compliance purposes but remain confidential as described above.

42. Termination of the engagement for whatever reason (either by you or the Company) does not affect any rights accrued up to that point. The provisions in these Terms regarding payment of fees, confidentiality, data protection, limitation of liability, and any other clause which by its nature is intended to continue, will survive termination. My duty of confidentiality to clients survives indefinitely. 

    DATA PROTECTION

43. The Company is registered as a data controller with the Information Commissioner’s Office. In the course of providing my services I collect and use certain personal data, and will do so in compliance with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Please refer to the Company’s Privacy Notice for details.

    MISCELLANEOUS FINE PRINT

44. In these Terms, “writing” shall include email but not SMS or WhatsApp messages, ‘DMs’ or similar, and “signed” shall be deemed to include email signatures or other forms of digital signatures; Any words following the terms "including," "for example," or "in particular" (or any similar expression) are illustrative only, and shall not limit the sense of the words preceding those terms.

45. The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law, and any waiver of any right or remedy is only effective if in writing. 

46. The Contract forms the entire agreement between you and Kelsey Farish Limited. It supersedes and extinguishes all other agreements, promises, and understandings between us whether written or oral. Neither you nor the Company may rely on any statement, representation, assurance or warranty that is not set out in the Contract. For the avoidance of doubt, nothing on my website (kelseyfarish.com) nor my social media accounts forms part of the Contract, nor does it constitute legal advice.

47. No provision of the Contract shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not my client, notwithstanding that the Contract may be enforced by me, Kelsey Farish, acting as a director and employee of the Company or otherwise in my personal capacity. 

48. If any provision or part provision of the Contract is found to be invalid or unenforceable, it will be amended with a valid, enforceable provision that reflects the original intent as closely as possible. The remaining terms shall continue to be in effect.

49. The Contract is governed by the laws of England and Wales. Any dispute or legal claim arising out of my services or the Contract will be subject to the exclusive jurisdiction of the courts of England.