1 Definitions and interpretation 1.1 In these Conditions, the following definitions apply: Adequate Procedures • shall be construed in accordance with BA 2010 and guidance published under it; Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; Applicable Law • means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national[ or international in any relevant jurisdiction]; Associated Person • means all or any of the following: (a) the officers, employees, agents, subcontractors, subsidiaries and persons Associated With a party (Associates); and (b) persons Associated With any of the Associates, in each case involved in performing services for or on behalf of that party, the Services and/or the Contract; Associated With • when used in: (a) clause 9 and in relation to bribery matters, shall be construed in accordance with BA 2010 and guidance published under it; (b) clause 11 and in relation to tax evasion facilitation, shall be construed in accordance with Part 3 of CFA 2017 and guidance published under it; (c) clause 12 and in relation to fraud, shall be construed in accordance with Part 5 of ECCTA 2023 and guidance

Transferability and the importance of standardised terms and conditions This Practice Note describes the provisions that would usually be included in issues of debt securities by corporates, financial institutions, governments and multi-lateral agencies in the international investment grade public debt capital markets. An important difference between debt securities and loans in most debt capital markets transactions is that they can be freely transferred in the secondary market. Although there is a secondary market for loans, it is far less liquid than the debt securities market. Transferability is not, however, a concern in certain types of debt capital markets transactions where it is understood that there will be no secondary market—for example, private placements and mini-bonds. For information on private placements, see Practice Note: Private placements. For information on mini-bonds, see Practice Note: SMEs and the debt capital markets [Archived]. Transferability (and negotiability) of debt securities is facilitated by standardised terms and conditions. Colloquially known as the 'T's and C's', terms and conditions are set out in: • the debt instrument itself (or they are incorporated

What this Practice Note covers The aim of this Practice Note is to provide information and practical guidance on English law terms and conditions to lawyers advising first time (debut) issuers of debt securities. This Practice Note focuses on debut issues of debt securities because the documentation for the issuer’s debut issue tends to be closely followed for its subsequent issues. The documentation stage of the first issue is when the issuer and its advisers have an opportunity to consider the documentation in depth and (within the constraints imposed by accepted debt capital markets practice) to influence the form of the documentation. This Practice Note explains the practical aspects of the key provisions set out in the terms and conditions of debt securities. This Practice Note assumes that first time issuers are not likely to be the major corporates, financial institutions, multi-lateral agencies (like the World Bank) or sovereigns which traditionally raise funds in the international investment-grade public debt capital markets, but rather issuers which may be active in particular sectors of

What this Checklist covers This checklist outlines the key points that a lawyer advising a first time issuer should check and, if necessary, seek to amend when reviewing English law terms and conditions for an issue of debt securities. This checklist contains material relevant to: • secured and unsecured debt securities • debt securities constituted by a trust deed, and • debt securities issued without trust deeds, such as: ◦ debt securities issued under a fiscal agency structure—for information on fiscal agents, see Practice Note: Role of a fiscal agent, and ◦ debt securities constituted by an instrument executed by the issuer (and guarantor, if applicable) without a trustee, of the kind used in issues of mini-bonds (a bond instrument) This checklist should be read together with Practice Note: Terms and conditions—first time issuer's guide, which: • explains the practical aspects of the key individual provisions (conditions) usually found in the terms and conditions of debt securities • compares them with the corresponding provisions in loan facility agreements, and • contains

What must a DPA contain? The statutory requirements for the content of a Deferred Prosecution Agreement (DPA) are found in paragraph 5 of Schedule 17 of the Crime and Courts Act 2013 (CCA 2013). There are two mandatory requirements and seven suggested terms, although the latter list is non-exhaustive and it is possible for the parties to agree other appropriate terms. The basis of the DPA and the contents will therefore be set out clearly (to avoid any ambiguity resulting in a subsequent breach) and submitted to the court for its consideration and approval (see, for example, Guralp Systems Ltd v Director of the Serious Fraud Office which illustrates the consequences of not setting out terms of a DPA clearly and simply). Mandatory terms of a DPA A DPA must contain a Statement of Facts relating to the alleged offence, which may include admissions made by the organisation but this is not compulsory. See further below: DPA—Statement of facts. Where a DPA has been approved by the court, its Statement of Facts is treated as an admission

This Practice Note provides guidance on terms that may be included in a cohabitation contract or agreement, including financial provision, property rights, provision for children and variation. It also details provisions which are likely to be unenforceable. When drafting a cohabitation contract, regard should be had to the ordinary requirements of a contract. Depending on the nature of the parties’ assets, they should consider whether or not a deed of trust should be entered into at the same time—see Practice Note: General principles—cohabitation contracts. The following Precedent letter may be sent to clients considering entering into a cohabitation contract/agreement: Cohabitation agreements—client guide. See also Precedent: Cohabitation contract. Terms While the terms of a cohabitation contract can be very wide, terms such as how much time the parties should spend with each other are unlikely to be enforceable (see Balfour v Balfour). Cohabitation contracts entered into overseas may have been prepared with other considerations in mind but the same issues as to enforceability will apply if a dispute is litigated in this jurisdiction. More practically focused

What is an entire agreement clause? An entire agreement clause is one which asserts that the contract contains the whole agreement between the parties and no more. It aims to prevent the parties from relying on any preceding agreements, negotiations or discussions that have not been set out expressly in the written agreement. See Practice Note: Contract interpretation—entire agreement clauses. What is the status of a side letter where there is an entire agreement clause? It is likely that where there is an entire agreement clause, it would be very difficult indeed to rely on an

An Agreement dated [date] governing the conduct of Insurance Business between: 1 [Full name of insurance company][(insert company acronym)] incorporated and registered in [country] with company number [number] whose registered office is at [registered office address OR (the Insurer) full name of Managing Agent] on behalf of the underwriting members of all Lloyd’s syndicates as managed by it from time to time (the Managing Agent) AND 2 [Full name of broking company] incorporated and registered in [country] with company number [number] whose registered address is at [registered office address] (the Broker) (collectively the “Parties” and each individually a “Party”) AGREED TERMS 1 Definitions and interpretation 1.1 The following definitions and rules of interpretation apply in this Agreement: ADR Notice • has the meaning given in clause 25.2. Agreement • means this agreement, the “Terms of Business Agreement Non Risk Transfer or Risk Transfer". Appointed Representative • means a person who satisfies the conditions of section 39(1) of FSMA. Business Day • means a day, other than Saturday or Sunday or a day which is a public holiday in England. CASS • means the FCA’s Client Assets sourcebook. Client • means a client or potential client

1 Our contract with you 1.1 These Terms of Business (as updated from time to time) apply to all work we do on your behalf. It is an important document—please read and keep it in a safe place for future reference. 1.2 Each time you instruct us on a new matter we will send you a letter confirming your instructions and setting out the scope of the work we will carry out for you, our fees and individual contact details. This is called the Engagement Letter. These Terms of Business should be read together with the Engagement Letter—together they form the contract between us. 1.3 If there is any inconsistency between our Terms of Business and the Engagement Letter, the Engagement Letter will take priority. 1.4 [Although your continuing instructions in this matter will amount to your acceptance of these Terms of Business, we ask that you sign, date and return one copy for our file. OR Your continuing instructions in this matter will amount to your acceptance of these Terms of Business.] 1.5 Unless otherwise agreed, these Terms of Business will apply to all future instructions you give us on this or any other matter.

Pensions analysis: The Pensions Ombudsman (PO) has rejected a complaint about a section 32 buy-out policy on the basis that the terms of the policy were clear on when pension increases could be applied. Martin Scott of gunnercooke LLP looks at the decision.

1 Terms of settlement The parties agree as follows: 1.1 This Settlement Agreement is in full and final settlement of the Dispute[ and any causes of action whatsoever which the parties have against each other arising out of or in relation to the Contract]. Each party [and their associated companies, officers, directors, agents or affiliates] release[s] and forever hold[s] harmless the other party from all causes of action, claims, proceedings, set offs, demands, costs and expenses whatsoever in relation to or arising out of the

The UK authority which has power to do certain things in connection with cooperation with other countries and international organisations in relation to the collection of or hearing of evidence etc.