2. Governing Law, Jurisdiction & Third-Party Rights

2. Governing Law, Jurisdiction & Third-Party Rights

2.1

This agreement, including these Standard Terms of Business and any associated Engagement Letter(s), shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Key Facts document. The courts of that jurisdiction shall have exclusive authority over all disputes arising in connection with our engagement, including any non-contractual obligations. Each party irrevocably waives any objection to proceedings in those courts on the grounds of venue or forum non conveniens.

2.2

Unless otherwise expressly stated in writing, a person who is not a party to this agreement shall have no rights under:

  • the Contracts (Rights of Third Parties) Act 1999, or
  • the Contract (Third Party Rights) (Scotland) Act 2017 (where applicable),
    to enforce any of its terms.

This clause does not affect any right or remedy available independently of those Acts.

2.3

Any advice, information, or deliverables we provide are intended solely for your use and benefit as the named client. Unless explicitly agreed in writing, we do not accept liability to any third party (including connected persons, group entities, or family members) to whom you may communicate such advice or materials.

2.4

If any provision of this agreement is held to be invalid, illegal, or unenforceable in any respect, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.

2.5

No variation to this Clause 2 shall be effective unless agreed in writing and signed by both parties.

2.6

The effective date of this clause isĀ 24 July 2025.