TERMS AND CONDITIONS OF BUSINESS
These are our Terms and Conditions of Business to which you will be subject when instructing us to act for you. The fees quoted (if any) in accompanying correspondence and the litigation addendum (where applicable) shall be deemed to be incorporated herein. Where we are instructed by two or more individuals your obligations and liabilities towards us will be joint and several.
If you instruct us on behalf of a company, partnership or other entity (whether already formed or to be formed in due course), and our bill is addressed to that entity you will be personally responsible for payment of our charges, disbursements and VAT as principal if that entity does not pay us promptly.
Your authority, instructions and commitment to us
1.1 We will take note of your instructions and endeavour to comply with them whenever we can but subject to our overriding statutory common law and professional obligations. We are officers of the court and as such have duties and responsibilities to the court that can override or conflict with a client’s instructions on rare occasions. You may at any time authorise us in writing to act on instructions from a third party on your behalf but at your risk.
1.2 Where two or more of you have instructed us jointly it is on the basis that either or any of you alone has authority to give us instructions on behalf of the others unless you give us prior written instructions to the contrary.
1.3 We will only act on your behalf in a matter if we are retained exclusively by you on that particular matter. You are free to instruct other solicitors on other matters if you wish.
1.4 For your part, you agree to provide us with all relevant documentation to enable us to progress your matters in an expeditious manner; to provide us with precise and accurate instructions; and to safeguard any important deeds and documents.
2.1 The person responsible for the day-to-day conduct of your matters is named in the client care letter that either accompanies these Terms and Conditions or makes reference to them.
2.2 In the absence of the person mentioned in paragraph 2.1, or if the nature or complexity of a matter so requires, we may recommend that aspects of the matter be dealt with by other fee earners of this firm who have expert knowledge in the area concerned.
2.3 The partner responsible for overall supervision of your matters is named in the client care letter that is either associated with these Terms and Conditions or makes reference to them
2.3.1 Where there is more than one fee earner involved in your case, they will often work as a team. This means that, for example, more than one fee earner at a time may attend meetings on your behalf; not to duplicate work but because those fee earners have different functions, skills and responsibilities.
2.3.2 We aim to offer our clients a prompt, efficient and friendly service. If, during the course of, or following completion of, a matter, there is any aspect about it or a bill relating to the matter about which you are concerned or on which you require clarification, then please raise it first with the person who is handling the matter or rendered the bill with a view to the issue being resolved quickly. If you remain concerned, or we cannot agree an appropriate course of action, then your complaint will be referred to the firm’s client care partner, Elizabeth Johnson, who will contact you and attempt to resolve the matter to your satisfaction.
2.3.3 The firm has a written Complaints Procedure document, which is available on request from Elizabeth Johnson and which will be sent to you should you make a complaint. Your right to complain might relate to the way in which your matter is being handled, or concern a bill that we issue. In the case of a complaint about a bill you may also have the right to object to the bill by applying to the court for an assessment of the bill under Part 111 of the Solicitors Act 1974. However, please note that if all or any part of a bill remains unpaid we may be entitled to charge interest – such entitlement is set out in paragraph 3.11 below and/or on the reverse side of the bill.
2.3.4 If you remain dissatisfied at the end of our complaints process, you would then be at liberty to contact the Legal Ombudsman, provided you are an individual, a personal representative of a deceased person, a “micro-enterprise” (having fewer than 10 employees and annual turnover or assets not exceeding 2 million Euros), a charity or club/association with annual income of less than £1 million, or a trustee of a trust with assets of less than £1 million. The Legal Ombudsman can investigate complaints up to six years from the date of the problem happening or within three years of when someone should have found out about the problem. However, if we send a final written response to your complaint within eight weeks of receiving it, the time limit for you to refer the matter to the Legal Ombudsman would be six months from the date of that final response.
2.3.5 If you would like more information about the Legal Ombudsman, their contact details are as follows:-
- Website – www.legalombudsman.org.uk
- Telephone – 0300 555 0333 between 8.30am to 5.30pm (calls to 03 numbers will cost no more than calls to national geographic numbers (starting 01 or 02) from both mobiles and landlines. Calls are recorded and may be used for training and monitoring purposes.
- E-mail – firstname.lastname@example.org
- Postal address – Legal Ombudsman, PO Box 6806, Wolverhampton, WV1 9WJ.2.3.6 Alternative complaints resolution bodies also exist and are competent to deal with complaints about legal services, should both you and our firm wish to use such a scheme at the end of our internal complaints process. They provide Alternative Dispute Resolution (ADR) services. Small Claims Mediation is one such body, details of which can be found at www.small-claims-mediation.co.uk ; and another is Ombudsman Services, details of which can be found at www.ombudsman-services.org . Under the provisions of the EU Directive on Consumer Alternative Dispute Resolution, to pursue this process you would have to be a “consumer”, namely an individual acting for purposes which are wholly or mainly outside your trade, business, craft or profession.2.4 This firm is authorised and regulated by the Solicitors Regulation Authority (SRA), under SRA number 352390. The various rules governing solicitors’ firms are contained in the Solicitors Handbook, which can be accessed through the SRA website www.sra.org.uk.
3.1 We may either quote you a fee which, if applicable, will be stated in the associated client care letter. This will only increase in exceptional cases where the matter has elements to it that were not as described at the outset or where unexpected matters have arisen, or, alternatively, we will endeavour to give you an indication of the likely cost of the matter on which you have instructed us based on an hourly rate, sometimes incorporating a value based element as described in paragraph 3.2 below.
3.2 In some matters we will charge more than our hourly rate to reflect either specialist knowledge, complexity or high value transactions, urgency or other non-standard situations when we will build in a value element (i.e. “uplift”) to our charges. Charges on this basis will always be confirmed to you in writing in advance. Where transactions abort we shall charge you for the actual time we have spent until then.
3.3 Time is charged in units of 6 minutes, so that any item of work which takes 6 minutes or less will be charged as one chargeable unit. We add an administration charge to each bill of between 4% and 6% (plus VAT) at our discretion of the total amount of our professional charges as a contribution to the cost of postage, telephone calls, printing and photocopying. Delivery charges, binding of documents, external printing and copying charges, bank telegraphic transfer fees and courier deliveries are all charged separately at cost. Disbursements (sums we pay to third parties on your behalf) plus VAT, where appropriate, are also added to each bill.
3.4 The hourly charge-out rates currently applicable for all relevant fee earners are shown in the associated client care letter. Our charge-out rates are increased from time to time and we will notify you in advance of increases when they are announced. You may instruct us not to incur costs above a set limit without reference to you.
3.5 As solicitors we retain a lien over a client’s file and upon any monies held in our client account or any deposit account pending discharge of our fees, subject to any applicable rules and regulations imposed by the Solicitors Regulation Authority.
3.6 We may ask you to pay us a sum of money on account of either our charges or disbursements to be incurred for which full credit will be given in our final bill. If you do not pay us monies when requested to do so or if you do not pay our invoices in full within 30 days of delivery we reserve the right to discontinue acting on your behalf and to withdraw our services.
3.7 You may pay our invoice by cheque or by telegraphic transfer. We also accept credit and debit card payments, but if you choose to pay by this method, you will incur a surcharge of 1.95% of the invoice value excluding VAT for payments made by Visa or Mastercard. For smaller amounts paid by Visa or Mastercard a minimum surcharge of £20.00 excluding VAT may apply.
3.8 The cost of standard length telephone calls (national and international) is not usually charged separately but is included in the administration charge in paragraph 3.3, but where there is exceptional use of international calls or faxes these will be logged and a separate charge made for the actual cost. Photocopying is charged on a similar basis and the cost recovered in paragraph 3.3 save for those items copied externally which are separately charged for.
3.9 We may invoice you monthly or on an interim basis for the cost of time spent plus disbursements and VAT incurred for the work specified on each such invoice.
3.10 We may at any time as a pre-condition to our undertaking work on your behalf require you:
3.10.1 to discharge all or part of any sums outstanding to us under any of our invoices relating to any matters being handled on your behalf and/or
3.10.2 to pay to us by immediate bank transfer an amount generally on account of costs or disbursements or to enable us to give a professional undertaking on your behalf (in accordance with your instructions) to pay sums to a third party and if we do not receive any such payment from you within 14 days after requesting it, we may immediately regard our retainer as terminated by you and we shall be entitled to decline to undertake any further work on your behalf from that date.
3.11 Our invoices are payable on presentation. If they are not paid within 15 days we will charge interest on all sums then outstanding until the date of payment at 3% above Barclays Bank plc base rate (or equivalent) or 5% p.a., whichever is the higher.
3.12 Our invoices are issued subject to the terms stated on their reverse, which are deemed incorporated in our Terms and Conditions of Business. Your attention is drawn to the notice printed on our invoices as to your rights if you feel that the fees charged are excessive.
3.13 You agree that where we hold funds for your credit in our client account we shall on the delivery of an invoice utilise those funds (to the extent of such funds) in settlement of that invoice including disbursements shown thereon which have been paid or are to be paid or any other monies or sums due to us that are outstanding.
3.14 We will address our invoices to you. If you request us to invoice a third party we may do so at our discretion but the invoice will still be addressed to you but marked “payable by another” who may not be able to recover VAT as you are the party chargeable. However, you will remain personally liable for our fees if that party fails to discharge them within 30 days following delivery of the invoice.
3.15 If you believe that a third party (such as an insurance company) may cover all or some of our costs then you must tell us at the outset and we may at our discretion agree to make enquiry on your behalf. It is always your personal responsibility to pay our costs whether or not you have the right to reclaim them later from someone else.
3.16 If you are unhappy about an invoice that we render to you, you are entitled to complain about it in accordance with our complaints procedure referred to in Condition 2.3.2 above.
- In addition to the hourly charges mentioned in paragraph 3 we will charge Value Added Tax (VAT) on our fees and certain disbursements unless any of the European Union or other applicable conventions enable this to be alleviated. VAT is always chargeable on transactions involving land in the UK. There are certain exemptions and exceptions which we will discuss with you if they apply.
5.1 If we are acting on your behalf in connection with any dispute resolution matters you are required by the Civil Procedure Rules (CPRs), which govern the conduct of civil proceedings in England and Wales, to ensure that you preserve disclosable documents, including electronic documents which would otherwise be deleted in accordance with a document retention policy or otherwise deleted in the ordinary course of business. This obligation arises as soon as litigation is contemplated and therefore you should take steps now (and, where appropriate, instruct your staff/agents) to preserve any potentially disclosable documents.
5.2 The scope of disclosure in civil proceedings can vary depending on: the specific matter; any Court Orders made during the course of the litigation regarding disclosure; and any relevant provisions of the CPRs. However, as a general rule documents will be “disclosable” under the CPRs if they:
a) support your case;
b) support another party’s case;
c) adversely affect your case; or
d) adversely affect another party’s case.
5.3 For the purposes of disclosure under the CPRs:
a) a “document” means anything in which information of any description is recorded, whether in hard-copy or electronic form;
b) a “copy”, in relation to a document, means anything onto which information recorded in the document has been copied, by whatever means and whether directly or indirectly; and
c) an “electronic document” includes, for example, email and other electronic communications such as text messages and voicemail, word-processed documents and databases, and documents stored on portable devices such as memory sticks and mobile phones. In addition to documents that are readily accessible from computer systems and other electronic devices and media, it includes documents that are stored on servers and back-up systems and documents that have been deleted. It also includes metadata and other embedded data which is not typically visible on screen or a print out.
6.1 We do not generally advise clients in relation to any particular investments or carry on any other activity constituting discrete investment business under the Solicitors’ Financial Services (SCOPE) Rules 2001. If we do undertake this type of work for you, we may ask you to enter into a separate letter of agreement in accordance with the Solicitors’ Financial Services (SCOPE) Rules 2001 or any other similar regulations from time to time in force.
6.2 This firm is not authorised by the Financial Conduct Authority. However, we are included on the Register maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangement for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The Register can be accessed via the Financial Conduct Authority website at www.fca.gov.uk/register
7. In relation to monies due to you which are received by or through this firm, you undertake to indemnify us for any liability we may incur under the tax laws of any territory which require us to withhold tax or render us liable to account to any authority for tax (including penalties, fines and interest) on monies due to you (whether or not our liability arises from a default in payment of tax on your part).
8. Unless you have expressly instructed us in writing to advise on the taxation aspects of a transaction we shall not do so and our retainer will not include an obligation to consider such matters and your instructions are accepted on that basis.
Proof of Identity, Money Laundering Precautions and Confidentiality
9.1 New Clients and Proof of Identity
The law requires solicitors as well as banks, building societies and others to obtain satisfactory evidence of the identity of their clients. We would be grateful, therefore, if you would provide us with sight of the following original documents:
- either your current passport, or
- your current photocard driving licence – but not a provisional licence
- in addition an item of evidence to prove your address, such as a recent utility bill, recent council tax demand or bank statement
If we are instructed on behalf of a company we will also need a copy of the company’s Certificate of Incorporation (which we will obtain on line from the Companies House website) and for each individual who has “significant influence or control” over the company the evidence of identity specified above. A person is considered to have significant influence or control over a company if he or she:
(1) directly or indirectly holds more than 25% of the company’s shares or voting rights;
(2) directly or indirectly holds the right to appoint or remove a majority of the company’s directors; and/or
(3) otherwise has the right to exercise, or actually exercises, significant influence or control over the company.
If you cannot provide such evidence please tell us and we will advise what alternative evidence may be acceptable.
We may use electronic identification service providers to confirm your identity and that of any beneficial owners. It is a condition of our retainer that you consent to us doing so, on your behalf and on behalf of beneficial owners.
I apologise for these formalities but we are required to obtain copies of this documentation and place it on file to comply with UK Money Laundering Regulations.
Please do not send us any funds until the identification procedures detailed above have been carried out.
External firms or organisations may conduct audit or quality checks on our practice. These external firms or organisations are required to maintain confidentiality in relation to your file.
Sometimes we ask other companies or people to do typing/photocopying/other work on our files to ensure this is done promptly. We will always seek a confidentiality agreement with these outsourced providers. If you do not want your file to be outsourced, please tell us as soon as possible.
We are professionally and legally obliged to keep your affairs confidential. However, solicitors may be required by statute to make a disclosure to the National Crime Agency where they know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop working on your matter for a period of time and may not be able to tell you why.
Please note that in compliance with UK Money Laundering Regulations we will not normally accept payment in cash and, in any event, will never accept a payment in cash exceeding £1,000.00 in any one calendar month. If clients circumvent this policy by depositing cash direct with our bank we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds.
10.1 We will normally keep your file of papers after conclusion of the transaction for a period of up to 7 years, but reserve our right to destroy it at any time after 6 years in the absence of any written request from you not to do so. We do not accept any liability for any loss directly or indirectly caused or contributed to or arising from our failure or inability to produce your file or any of its contents at any time after the matter is concluded.
10.2 If at any time after completion of a matter you ask us to retrieve your file of papers from storage, we shall charge you an administrative fee and a fee based on the time spent by any fee earner in reviewing the file to supply any documents or information that you have requested.
10.3 Nothing in this paragraph 10 affects our right, as solicitors, to a lien over a file and any deeds in our possession pending discharge of our fees, subject to solicitors’ professional conduct rules.
Computer Compliance and Email Communication
11.1 We do not accept liability for any loss directly or indirectly caused by, or contributed to, or arising from the failure or inability of any of your equipment or any computer generated program to recognise or correctly interpret or process any date or data as the true or correct date or data.
11.2 We can correspond with you and others on your behalf by email. However, the use of email is not secure and may result in someone other than the intended addressee becoming aware of its contents. Unless you instruct us otherwise, we will treat your acceptance of these terms as your consent for us to correspond with you or others on your behalf by email. You acknowledge that there is potential risk and you agree that where our emails are properly addressed we shall have no liability for any costs claims loss or damages whatsoever arising as described above.
Contracts (Rights of Third Parties) Act 1999
12.1 Unless the right of enforcement is expressly granted, it is not intended that a third party should have the right to enforce a provision of these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999.
12.2 The parties to these Terms and Conditions may rescind or vary them without the consent of a third party to whom an express right to enforce any of the Terms and Conditions may have been provided.
13. We are bound not to disclose confidential information received from you whilst acting as your solicitors. However, we may consider it appropriate to seek publicity on our involvement with this transaction rather than the details of the transaction itself. By accepting these Terms and Conditions you give your consent to such publicity other than where the material includes details that could be harmful and which are not already a matter of public record.
Data Protection Act
14.1 Your name, address and other details which you give to us will be stored by us on computer to enable us to deal efficiently with your case and to communicate with you.
14.2 We may use the information we have on computer to communicate other matters to you which we think may be of interest or importance or we may direct third party correspondence to you in this regard. If you do not wish us to do so please notify us when responding.
14.3 If this firm merges or is acquired by another entity then the information which we have about you on computer will be supplied to that entity. This is standard practice in such situations but we are obliged to notify you and your signature to these Terms and Conditions will be deemed your agreement that we may disclose such information.
Liability and Cyber-Crime
15.1 We carry Solicitors’ Compulsory Professional Indemnity Insurance under policy number UC SOL 3991658 with Travelers Insurance Company Limited of 61-63 London Road, Redhill, Surrey RH1 1NA. By instructing us, you agree that the amount that we shall be liable to pay to you, in total, on any claim or linked series of claims shall not exceed the sum of Ten Million Pounds (£10,000,000.00). If you do not consider this amount adequate and require a higher limit of indemnity, we may be able to purchase additional cover from our insurers, but this will be at an additional cost payable by you. If this is what you require you should notify us immediately in writing.
15.2 We bank with Barclays Bank plc and have notified the bank that we deposit monies from multiple clients into a single account. On this basis, each client has Bank of England protection in case of a bank collapse, which is currently £75,000.00 (or such other amount as may be in force from time to time). We will not be liable to any client for any monies lost by virtue of a bank collapse, failure or any similar event, nor will we be liable for any consequential loss arising resulting from an inability to withdraw such funds, other than may be prescribed by law or by the Solicitors Regulation Authority.
15.3 Warning: we will not change our bank account details during the course of a transaction. We will not accept any liability for any loss or otherwise if you transfer money to an incorrect or fraudulent bank account. We will never request or supply bank account details by email transmission. If you receive an email from us requesting your bank account details, passwords or other personal information relating to your banking activities please contact the person at this firm who is handling the particular matter on your behalf to which the request for information relates to ensure that the request to you was legitimate. If you have any doubts at all about transferring money to our account please contact us before doing so.
16.1 Our interest policy is designed to treat our clients fairly and transparently and to account to clients for interest when it is fair and reasonable to do so, subject to the provisions of this policy.
16.2 Our client account bankers are Barclays Bank Plc.
16.3 We must ensure that money held on your behalf on client account is immediately available unless it is placed on your instructions into a designated client account for which notice of withdrawals must be given to the bank.
16.4 Our general client account at Barclays Bank Plc is an instant access account. Funds are held in that account on instant access to ensure we are able to facilitate your transactions as efficiently as possible. Rates for this account may not be as high as those you may be able to achieve if you were depositing the monies yourselves elsewhere.
16.5. We align our interest rates paid on monies held on our general client account according to those rates paid to us by Barclays Bank Plc including negative interest rates, if applicable.
16.6 We align separate designated deposit account interest rates to the applicable Barclays Bank designated deposit rates.
16.7 In all cases the interest payable to you will be a fair and reasonable sum calculated over the period for which the money is held in the applicable client account.
16.8 If your money is held on our general client account, any interest paid to you is paid without any deduction for income tax (gross interest) so you will, therefore, need to include details of such payment on your tax return as taxable income.
16.9 Where your money is held in a separate Designated Client Deposit Account at Barclays Bank Plc, interest will be paid to you net of tax (unless you have signed a declaration that you are entitled to receive gross interest). No interest is applicable on balances held which have a value less than One Million Pounds (£1,000,000).
16.10 We will routinely monitor these interest rates in order to ensure that, in our opinion, they are reasonable and competitive.
16.11 Interest will be calculated on the value of cleared funds and will be paid at the end of the relevant transaction. There will be exceptions where we have matters which typically by their nature may run on for some time, for example, Trust matters.
16.12 Interest will not be applied:
16.12.1 Where the sum calculated is less than £20.00
16.12.2 If, in accordance with your instructions, or any agreement you have entered into or a undertaking we have given on your instructions, the interest has been paid to a third party
16.12.3 Where there are any outstanding fees due to us
16.12.4 In the event that you have a persistent record of not settling our invoices in full within 30 days of issue of invoices during a period of 2 years (to reflect the firm’s additional costs incurred in pursuing those unpaid debts and additional charges or interference with cash flow experienced as a result).
16.13 We may set off against any interest accrued to you such interest charged on our office account (or which would have been charged equivalent to the rate of interest accrued to you) for any disbursements incurred by us on your behalf.
16.14 If you fail to present a cheque drawn on our Client Bank account in respect of interest due to you we reserve the right not to recalculate the interest and/or to make a reasonable charge for the additional administration costs incurred when issuing a replacement cheque.
16.15 If for any reason you wish to “opt out” of receiving any interest on a matter or range of matters please ensure this is made clear in writing to us when accepting our Terms and Conditions of Business.
Non-Contentious Business Agreement
17.1 These Terms and Conditions constitute our entering into a “non-contentious business agreement” with you made in England and Wales and governed by English law. Our charge out rates will be as set out in our client care letter to you and your right to challenge those rates will be restricted.
17.2 We ask that you sign and return the attached copy of this letter by way of confirmation only, but compliance with this formality will not affect the legality of this non-contentious business agreement which shall be deemed to be in place 48 hours after we have sent these Terms and Conditions to you, or in reliance upon these Terms and Conditions have commenced work on matters in accordance with your instructions (whichever is the sooner).
17.3 In the event of any conflict between the provisions of these Terms and Conditions and the terms and conditions contained in the associated client care letter, the provisions of the client care letter will prevail.
18.1 You may terminate your instructions to us in writing at any time, but we will be entitled to keep all your papers and documents while there is money owing to us for our charges and expenses. In some circumstances, you may consider we ought to stop acting for you, for example, if you cannot give clear or proper instructions on how we are to proceed, of if it is clear that you have lost confidence in how we are carrying out your work. We may decide to stop acting for you only with good reason, for example, if you do not pay an interim bill or comply with our request for a payment on account. We must give you reasonable notice that we will stop acting for you.
18.2 If you or we decide that we no longer act for you, you will pay our charges on an hourly basis and any expenses. We are entitled to retain our file of papers relating to your matter pending payment of the balance of our costs and disbursements.
Consumer Contracts Regulations 2013 and EU online dispute resolution service (applicable only to non-commercial clients)
19.1 If our instructions to act arose from a meeting (or other communication) that occurred with a representative of our firm who was not then at our office, it would be an “off-premises” contract; and as such you would have a right to cancel your instructions to this firm (by letter, fax or e-mail) within 14 days of the day after the date that you contacted/instructed this firm. If you cancel the contract within that 14 day period, but in the meantime you instruct us to carry out an item of work, and we carry it out, you would be liable to pay our reasonable costs for that work. Also, if you authorise us to commence work and thereafter give notice of cancellation, by which time we have completed the matter, again you would be liable to pay our reasonable costs for that work. However, subject to this point, if you exercise your cancellation right, you would not be charged for our services.
19.2 If we have been instructed to act for you otherwise than as described above, this would be an “on-premises” contract, with no right of cancellation; although you would be entitled to terminate our retainer (as mentioned elsewhere in this document).
19.3 If you return these Terms and Conditions of Business, duly signed, then this would amount to your authority to proceed with this matter, with any cancellation right having been waived; and once we have started the work, you may be charged if you then cancel the instructions. As mentioned above, during the course of the matter you would be entitled to terminate our retainer.
19.4 If you are a consumer and we have made a contract with you by electronic means you may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. Please see http://ec.europa.eu/odr.