Terms and conditions

TERMS & CONDITIONS

General

• These terms contain important provisions (see clause 6) that limit our liability to £5 million, unless otherwise agreed by us in writing.
• These terms should be read in conjunction with our letter which sets out the basis on which we act for you and any documents referred to in that letter (that letter and those documents are referred to in these terms as “our engagement letter“). Together these form the agreement between us relating to each matter on which we advise you (“this agreement“).
• These terms, including the limits on our liability in clause 6, shall apply to all work done by us for you (and any work to be done in the future) unless we otherwise notify you in writing.
• We do not (unless otherwise agreed by us in writing) advise on the law of jurisdictions other than England and Wales (which for these purposes includes the law of the European Union as applied in England and Wales).
• All Solicitors are obliged to carry out certain checks in respect of our clients and potential clients in accordance with laws covering anti-money laundering and counter-terrorist financing (“relevant laws“). Where applicable, we will make checks using the services of third parties.
• If any term of this agreement is inconsistent with our legal obligations under the relevant laws then the relevant laws shall apply instead of those terms.
• We may in some cases consult credit reference agencies in order to assess your creditworthiness. If you are an individual, we require your consent before we do this. Your continuing instructions to us will constitute your consent to us carrying out such a search. Details of the credit agency we use are available on request.
• If now, or at any time in the future, any matter on which we act for you is the subject of formally contested proceedings, whether in the courts or other tribunals, you will almost certainly have to disclose documents, including electronic documents, relevant to the matter. You should ensure that you do not destroy or allow to be destroyed any documents that relate to such matter in any way (however slight you believe the connection may be), as your position in such proceedings could be seriously compromised if you do so.

• Copyright
  • Unless we agree otherwise, all copyright which exists in the documents and other materials that we create whilst carrying out work for you will remain our property. You have the right to use such documents and materials for the purposes for which they are created, but not otherwise.
  • Unless otherwise required by law or court order, you agree not to make our work, documents or materials available to third parties without our prior written permission. Our work is undertaken for your benefit alone and we are not responsible to third parties for any aspect of our professional services or work that you make available to them.

• Fees
  • Our fees for this matter will be charged on the basis set out in this agreement.

         Fixed Fee Services

• Where our engagement letter states that we are charging on a fixed fee basis, additional services may be provided on request.

         All Services

• All expenses which we incur in working on your matter will be payable by you in addition to our fees. Examples of these expenses include Land Registry and Companies House fees, search fees, Land Registry fees, Stamp Duty Land Tax
• If you have any queries in respect of any element of a bill, you should still promptly pay all other elements of the bill. You may have the right to object to the bill by making a complaint to the Legal Ombudsman and/or by applying to the court for an assessment of the bill under Part III of the Solicitors Act 1974.
• Where we hold money for you, whether because you have made a payment on account or we otherwise receive funds on your behalf, we may use this money toward payment of our bills. We will always advise you when this is being done. If we take any security for our fees, whether from you or any third party, this shall not affect any rights we have (or which we may have) to retain your papers. Any money received on your behalf that we do not use towards payment of our bills will be held in our client account. Interest will be calculated and paid to you at the rate set by the National Westminster Bank from time to time. The period for which interest will be paid normally runs from the date(s) when funds are received by us until the date(s) on the cheque(s) issued to you. The payment of interest is subject to certain minimum amounts and periods of time set out in the SRA Accounts Rules.

• Storage of Documents and Deeds
  • We retain all documents relating to your matter (other than any documents which are in your possession or returned to you) for at least six years from the conclusion of our involvement in the matter. You agree that we may destroy them after that time. We will not destroy documents you ask us to deposit in our deeds store.

• Termination
  • You may end this agreement (and, therefore, your instructions to us) at any time by writing to us but we will be entitled to keep all your documents and deeds while there is money owing to us (including fees and expenses which have not yet been billed).
  • We may end this agreement (and, therefore, cease acting for you) in relation to any matter or all matters of yours but only on reasonable written notice and for good reason. Examples of a good reason include where you have not given us sufficient instructions, where you have not provided appropriate evidence of identification or we reasonably believe that the relationship between you and us has broken down.
  • If your matter does not conclude, or we are prevented from continuing to act because of our legal obligations or our professional rules, we will charge you for any work we have actually done. Our charges will be based on our hourly rates set out in this agreement (and where a fixed fee has been agreed, the charges will not exceed that agreed fixed fee).
  • If we cease acting for you, we shall (where relevant) inform the court or employment tribunal that we no longer act for you and shall apply to be removed from their records. We may charge you for doing so (at our hourly rates applicable at the relevant time and those charges will be applied on the same basis set out in clause 3.4) and for any expenses which we incur (on the same basis as set out in clause 3.7).

• Limitation of Liability
  • You agree that the limitations on our liability as set out in this agreement are reasonable having regard to the nature of your instructions and the work involved and the availability and cost of professional indemnity insurance. We are, however, happy to consider options to increase these limitations, should you so require (which may result in an increase to our fees).
  • We will undertake the work relating to your matter with reasonable skill and care.
  • Our professional indemnity insurers are International Insurance Company of Hannover SE c/o DWF LLP, 20 Fenchurch Street, London.   EC3M 3AG.   Policy no. B0808P4032693
  • We accept liability without limit for the consequences of fraud by us or by any of our partners or employees which is effected in their capacity as partners or employees and for any other liability which we are not permitted by law or rules of professional conduct to limit or exclude. If any part of this agreement which seeks to exclude, limit or restrict liability (including provisions limiting the amount we will be required to pay or limiting the time you have to bring a claim) is found by a court to be void or ineffective for any reason, the remaining provisions shall continue to be effective.
  • We will not be liable under this agreement or laws of negligence for any deficiencies in the work we have undertaken if and to the extent that deficiencies are due to any false, misleading or incomplete information or documentation which has been provided to us (whether by you or any third party) or due to the acts or omissions of you or any third party. However, where any failure by us to identify any such false, misleading or incomplete information (or any failure by us to inform you that we have identified such information or any failure to act on your resulting instructions) constitutes negligence then we shall, subject to the other provisions of this agreement, remain liable for such failure.
  • Despite anything else contained in this agreement, we are not under any obligation to act for you (or to continue to act for you) if to do so would breach any laws or our professional rules. Therefore, we will not be responsible or liable to you for any loss which you or any other party may suffer as a result of our refusal to proceed with your matter where we would be in breach (or we reasonably believe that we would breach) of our legal obligations or our professional rules.
  • Except as stated in clauses 6.4 and 6.12, the total aggregate liability of the firm (including its partners and employees) to you under or in connection with this agreement (including any addition or variation to it), whether for breach of contract, negligence, breach of statutory duty or otherwise, shall not exceed £5 million. Where we are instructed jointly by more than one party, this limit on our liability applies, in total, to all of you collectively (including anyone claiming through you or on your behalf).
  • You agree that you will not bring any claims or proceedings in connection with this agreement against our partners or employees personally, unless (and to the extent that) you are otherwise permitted to do so by law or our professional rules. Our partners and employees may enforce this clause even though they are not parties to this agreement (but despite having such rights, this agreement may be varied or ended without their consent).
  • Proceedings in respect of any claims against us must be commenced within three years after you first had (or ought reasonably to have had) both the knowledge for bringing an action for damages and the knowledge that you had a right to bring such an action and in any event no later than six years after any alleged breach of contract, negligence or other cause of action. This provision expressly overrides any statutory provision which would otherwise apply; it will not increase the time within which proceedings may be commenced and may reduce it.
  • If we and any other party or parties are liable to you together in respect of the same claim, then we shall only be liable to pay you the portion which is found to be fair and reasonable having regard to the level of our default. Therefore, we shall not be liable to pay you the portion which is due to the fault of such party, even if you do not recover all or any money from such other party for any reason.
  • If we are liable to you and any other party or parties would have been found liable to you together with us in respect of the same claim if either:
    • you had also brought proceedings or made a claim against them; or
    • we had brought proceedings or made a claim against them for a contribution towards our liability, then any sum due from us to you shall be reduced by the proportion for which such other party or parties would have been found liable had those proceedings been brought or those claims been made.
  • Nothing in this agreement excludes or limits the liability of (including its partners and employees) for:
    • death or personal injury caused by negligence;
    • fraud or fraudulent misrepresentation; or
    • any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded.

• Fair Collection Notice for Client Data
  • All information that we hold concerning you as an individual will be held and processed by us strictly in accordance with the provisions of the UK GDPR and the Data Protection Act 2018. Such data will be used by us to provide you with legal services and for related purposes, such as to inform you about our services and events which we consider may be of interest to you. We will not, without your consent, supply your name and address to any third party except where:
    • it is necessary as part of the legal services that we undertake; or
    • we are required to do so by law or our professional rules.
  • As an individual, you have a right under the UK GDPR and the Data Protection Act 2018 to obtain information from us, including a description of the data that we hold on you.

• Rights of Third Parties
  • Except as stated otherwise in clause 6.7, a person who is not a party to this agreement shall not be entitled to enforce any of its terms.

• Equality and Diversity
  • We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. A copy of our equality and diversity policy is available on request.

• Applicable Law, etc
  • These terms and our engagement letter shall be governed by, and interpreted in accordance with, English law. Any disputes or claims concerning this agreement and any matters arising from it shall be dealt with only by the courts of England and Wales.
  • If we or you do not enforce our respective rights under this agreement at any time it will not prevent either us or you from doing so later.
  • If any provision of this agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this agreement which shall remain in full force and effect.

• Financial Services Compensation Scheme

In the event of a banking failure it is unlikely that the firm would be held liable for any losses of client account money. If a corporate body client is not considered a small company by FSCS, then they will not be eligible for compensation. We currently hold our client account funds in Nat West. The £85,000 Financial Services Compensation Scheme (FSCS) limit will apply to each individual client so if you hold other personal monies yourself in the same bank as our client account, the limit remains £85,000 in total, so it may be advisable to check with your own bank as some banks now trade under different trading names. In the event of a bank failure you agree to us disclosing details to the FSCS.

• Right to cancel

You have the right to cancel this contract within 14 days without giving any reason. The cancellation period will expire after 14 days from the day of the conclusion of the contract (this is in the case of a service contract or a contract for the supply of digital content which is not supplied on a tangible medium).

To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model cancellation form, but it is not obligatory. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

13. Effects of cancellation

If you cancel this contract, we will reimburse to you all payments received from you unless you have expressly asked us to start work within the cancellation period you will be responsible for paying the reasonable costs of the service.

We will make any reimbursement due without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any  event, you will not incur any fees as a result of the reimbursement.

If you requested to begin the performance of services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated your cancellation to us, in comparison with the full coverage of the contract.

14. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Definitions:

• ‘Consumer’ (client) – an individual acting for the purposes which are wholly or mainly outside that individual’s trade, business, craft or profession
• ‘Trader’ (solicitor) – a person acting for purposes relating to that person’s trade, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf
• Service contract – a contract, other than a sales contract, under which a trader supplies or agrees to supply a service to a consumer and the consumer pays or agrees to pay the price.
• On-premises contract – an on-premises contract is a contract which is not an off-premises contract or a distance contract.
• Off-premises contract – a contract will be off-premises if one of the following is true:

1. It is concluded in the simultaneous physical presence of us and you in a place which is not our business premises;
2. An offer is made by you in the simultaneous physical presence of us and you, in a place which is not our business premises;

• It is concluded on our business premises or through any means of distance communication immediately after you were personally and   individually addressed in a place which is not our business premises;

1. It is concluded during an excursion organised by us with the aim or effect of promoting and selling services to you

• Distance Contract – a contract concluded under an organised distance service-provision scheme where we and you are not both physically present.
• This client care letter/terms and conditions form the service contract between us (the firm) and you (the client) and therefore you must sign both copies and return them to us before we can commence work for you; you should retain the second copy for your own records.
• If the contract relates to ‘off-premises’ or ‘distance selling’ you have certain cancellation rights and these are laid out in the attached ‘Instructions for Cancellation’. Should you wish to cancel please use the attached cancellation form.
• If this contract relates to the provision of services covered by Legal Aid reapplying for Legal Aid for the same issue might be difficult if the contract is terminated.

TERMS AND CONDITIONS