Terms of engagement — conflict mediation.

Alecto Restructuring Ltd ("the firm") provides conflict-mediation services. These services are a distinct service line from the firm's separate activity in the acquisition of non-performing B2B commercial debt portfolios. The firm is incorporated in England and Wales under company number 17227178, with its registered office at 71–75 Shelton Street, London WC2H 9JQ.

These terms apply to every conflict-mediation engagement accepted by the firm and form the contract between the firm and the client. By instructing the firm and paying the engagement retainer, the client accepts these terms in full.

The firm is not regulated under the Legal Services Act 2007. Mediation is not a reserved legal activity within the meaning of that Act, and the firm does not carry out reserved legal activities. The firm provides operational mediation; it does not provide legal advice. Where a client requires legal advice, it should instruct its own counsel.

The firm accepts engagements only from business clients: companies, partnerships, sole traders acting in the course of a trade or business, and equivalent commercial entities. The firm does not accept engagements from consumers. By instructing the firm, the client warrants that it is acting in the course of a trade, business, craft, or profession, and is not a consumer within the meaning of section 2 of the Consumer Rights Act 2015.

The firm's service is mediation only. The firm does not provide legal advice, financial advice, therapeutic care, or litigation representation. The firm is not an arbitrator and its work does not produce a binding award. Any settlement reached between the parties to a mediation is recorded in a written agreement signed by the parties and takes effect as a contract between them.

Every engagement begins with payment of a non-refundable engagement retainer. The retainer is invoiced once the firm has accepted the mandate and is payable before the firm begins substantive work. The amount of the retainer is set out in the engagement letter for each instruction.

The retainer is non-refundable in all circumstances. It compensates the firm for accepting the mandate, opening the file, declining concurrent engagements that would create a conflict, and undertaking the preparatory work required before a resolution can be proposed.

Following its initial review, the firm proposes a resolution. The client is free to accept or to decline the proposal.

If the client declines, the engagement ends at that point. The engagement retainer is not refunded. No further fees fall due, except for any hourly time properly chargeable under the section on Hourly rate below and notified in writing before declination.

If the client accepts, the engagement continues into execution and fees are staged as set out in the next section.

Where the client accepts the firm's proposal, the engagement fee is staged as follows. 35% of the total engagement fee falls due on acceptance and commencement of execution. 30% falls due at the end of week three, but only if the engagement is still on foot at that point. The remaining 35% falls due on delivery of the agreed solution.

Most engagements complete within three weeks. In those cases the week-three tranche does not arise and the staging collapses to two tranches: 35% on commencement of execution and 65% on delivery. The split for engagements that complete within three weeks is shown on the published fee schedule and is restated in each engagement letter.

If the engagement is terminated by the client before delivery, sums already invoiced under completed stages remain payable in full. Sums attributable to a stage not yet reached do not fall due. The engagement retainer is not refundable in any circumstance.

The firm's hourly rate for mediation work is GBP 290 per hour, exclusive of VAT where applicable.

Hourly time falling within the scope contemplated by the engagement letter is treated as covered by the staged engagement fee and is not separately invoiced. Where the engagement materially exceeds that scope — including, without limitation, additional parties joining the dispute, new issues being introduced, or extended timelines requested by the client — the firm may invoice the excess time at the hourly rate above. The firm will notify the client in writing before incurring chargeable excess time. On receipt of that notice the client may authorise the additional work or instruct the firm to stop.

The engagement fee secures two things, and only these two things. The first is the firm's competence: its mediation expertise, its operational capacity, and its undivided attention to the engagement for its duration. The second is the firm's silence: absolute confidentiality over everything communicated to the firm in the course of the engagement, subject only to the carve-outs set out in the sections on Confidentiality and Mandatory disclosure below.

Everything the client communicates to the firm about the events, persons, and circumstances giving rise to the conflict is held by the firm in strict confidence. The firm will not disclose any such communication to any third party — including the counterparty, the counterparty's advisers, regulators, the press, or any other person — except as expressly set out in this section and the section on Mandatory disclosure below.

The firm reserves the right, at its sole discretion, to disclose to the appropriate authorities any communication from the client that constitutes or evidences a credible threat to the life or physical health of the counterparty, or of any other identified person. Any such disclosure will be made on the principles established in W v Egdell [1990] Ch 359: the risk must be real, immediate, and serious; the disclosure will be no greater than is necessary to address the risk; and the public interest in disclosure must outweigh the duty of confidence.

This carve-out is not granted out of solicitude for the counterparty. The firm holds operational authority over the engagement for its duration. The firm will not be circumvented by, nor used as cover for, unilateral action by the client against the counterparty. A client who wishes to take such action must first terminate the engagement; while the engagement is on foot, any communication that would, if acted upon, cause physical harm to a third party may be disclosed by the firm under this provision. This condition is not subject to negotiation.

In addition to the discretionary carve-out above, the firm will disclose client communications where required to do so by law. These include, without limitation: disclosures required under the Proceeds of Crime Act 2002, including authorised and required disclosures concerning suspected money laundering or criminal property; disclosures required under the Terrorism Act 2000, including reports concerning suspected terrorism financing; disclosures required under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, where those Regulations apply to the firm's activities; disclosures required by the order, subpoena, or binding direction of a competent court, tribunal, or regulator; and disclosures required for the firm to defend itself against a legal or regulatory claim concerning the engagement, whether brought by the client or by a third party.

Where the firm is required to make a mandatory disclosure it will, where permitted by law, notify the client of the fact and scope of the disclosure. Where notification is itself prohibited — for example under the tipping-off provisions of the Proceeds of Crime Act 2002 — the firm will comply with the prohibition and will not notify the client.

During the engagement the firm reviews and works on data and documents provided by the client. The firm processes that data for the purposes of conducting the engagement and acting on the client's instructions.

At the end of the engagement the firm returns to the client all data and documents collected from or generated for the engagement, in the formats the client reasonably requests, and deletes its working copies. The firm retains only the client's contact information thereafter, save where a longer retention period is required under the section on Mandatory disclosure above or under applicable record-keeping law. Where statutory retention applies, the firm retains only the minimum dataset for the minimum period required, after which the records are deleted.

The firm processes personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018. Correspondence concerning data protection should be addressed to the registered office.

Conflict mediation is often difficult, and the events that give rise to it are sometimes traumatic. The firm encourages every client to seek therapy, counselling, or other appropriate support during and after the engagement.

The firm does not itself provide that support. The firm is the wall that stands against the storm and the shelter behind it; it is not the hand that is held. Emotional care should be sought from a qualified practitioner alongside the engagement, not from the firm.

The firm's total liability to the client in connection with any engagement, in contract, tort (including negligence), or otherwise, is limited to the total fees paid by the client to the firm under that engagement. Nothing in these terms excludes or limits the firm's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited under English law.

Either party may terminate an engagement on written notice. Where the client terminates, the fee consequences set out under Fee staging apply. Where the firm terminates for convenience, it will refund any sums received in advance of work not yet performed, save that the engagement retainer remains non-refundable. The firm may terminate the engagement with immediate effect, without refund of sums already invoiced under completed stages, where the client has breached these terms, has provided the firm with materially false information, has failed to pay an invoice within the stated period, or where continued engagement would in the firm's judgment require the firm to act against its professional standards.

These terms, and any engagement entered into under them, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these terms or any engagement.

Alecto Restructuring Ltd. Registered in England and Wales, company number 17227178. Registered office: 71–75 Shelton Street, London WC2H 9JQ. Correspondence concerning these terms, the engagement, or data protection should be addressed to the registered office.