LAYZELLS LAW LLP TERMS & CONDITIONS OF BUSINESS
In these Terms and Conditions of Business (“Terms”):-
|“ADR”||as defined in Clause 28.5 of these Terms;|
|“Associated Entities”||means (where you are a body corporate) your shareholders, directors (as individuals not acting together as the Board), officer, employees, subsidiaries, parent companies, subsidiaries of parent companies, and (where you are a trade association) your individual members;|
|“Conflict of Interest”||as defined in Clause 10 of these Terms;|
|“Credit Period”||means the period of seven (7) days from the date of this firm’s invoice for its fees and/or expenses;|
|“Disputes”||as defined in Clause 23.1|
|“Documents”||means Documents Held For You, Our Documents and Your Documents;|
|“Documents Held For You”||means documents we create or receive on your behalf (including communications from or with third parties, notes of conversations and meetings, draft and final documents, and instructions to and Opinions of barristers);|
|“Engagement Letter”||means, in relation to any Matter, the Client Care Letter (or other agreement) recording the basis of our engagement;|
|“FSCS”||As defined in Clause 30;|
|“the Firm”||means Layzells Law LLP and any successor practice and any service company owned or controlled by or on behalf of the Firm or any of the Partners;|
|“Force Majeure”||means any circumstance beyond the reasonable control of the party affected by it and includes telecommunications failure, power supply failure, terrorism, fuel strikes, severe weather, computer breakdown, failure of suppliers to meet delivery requirements, industrial disputes and absence of personnel due to illness or injury;|
|“Matter”||means any specific transaction, dispute or issue in relation to which you ask this Firm to provide Services whether or not it has been defined in the Engagement Letter or other agreement;|
|“Our Documents”||means documents (other than Documents Held for You) that we create or receive for our benefit (including copies of our letters to you, your letters to us, notes of telephone conversations and meetings with you, for which this Firm has not charged you, and our preliminary drafts, research materials and internal notes);|
|“Partner”||means a member of the Firm;|
|“Services”||means all services this Firm provide to you in relation to the relevant Matter;|
|“Supervising Partner”||means the Partner at the Firm named in the Engagement Letter who is the Partner primarily responsible for the provision of this Firm’s Services.|
|“we”, “us”, or “our”||means or refers to the Firm;|
|“You”||includes the addressee of the relevant Engagement Letter and any other person identified in the Engagement Letter as this Firm’s client and “your” shall have a cognate meaning; and|
|“Your Documents”||means documents that you give or lend to this Firm to enable the Supervising Partner to provide Services.|
These Terms issued by the Firm as supplemented and/or amended by any relevant Engagement Letter; apply to each Matter we work on for you.
No variation of these Terms shall be effective, unless it is in writing and signed by a Partner.
2.1 Our Authority
2.1.1 This Firm has your full authority to act for you to the fullest extent necessary or desirable to provide the Services. In particular, we may engage barristers and other third parties and otherwise incur, on your behalf, reasonable expenses of a type necessary or desirable in relation to the Services required.
2.1.2 If required, you will contract directly with any third party, engaged by us, and assume direct responsibility to them for the payment of any fees and expenses incurred of such third party.
2.2 Our Services
2.2.1 The Supervising Partner has complete discretion to deploy such of this Firm’s lawyers, trainee lawyers, paralegals or other staff deem necessary or desirable to ensure appropriate delivery of the Services.
2.2.2 This Firm only advises on the Laws of England and Wales. If you require advice on the laws of other jurisdictions, we will, with your agreement, instruct lawyers practising such laws to give advice on the same basis as we engage other third parties on your behalf.
You will (as far as you are practicably able to do so):-
3.1 provide this Firm with timely instructions, information and materials necessary or desirable for the Supervising Partner to perform the Services for you;
3.2 notify this Firm promptly of any changes or additions to instructions, information and materials previously provided by you or on your behalf; and
3.3 ensure that all information provided to this Firm is complete in all material respects and not misleading.
This Firm operates a Client Care Code, the principles of which are as set out below:-
4.1 This Firm is committed to the professional standards laid down by the Solicitors Regulation Authority.
4.2 At the outset the issues will be made clear how we advise they be dealt with and the immediate steps we will take on your behalf.
4.3 The Engagement Letter notifies you of the following details:-
4.3.1 the name of the person or persons who is/are dealing on a day to day basis with your matter; and
4.3.2 the name of the Supervising Partner.
4.4 You will be advised of the name of the new Supervising Partner should the Matter be transferred to another fee earner.
4.5 This Firm cannot guarantee that the Supervising Partner will be available on demand but shall endeavour to deal with your enquiry promptly and efficiently.
4.6 You will be informed of the progress of the Matter and the reason for any serious delay, should there be any.
4.7 If you do not understand anything please ask the Supervising Partner. All important documents will be explained to you, but if you are still unclear as to the position please say so.
4.8 On Completion of the Matter you will be sent a bill and correspondence confirming that the Matter has completed and, where necessary, summarising any continuing consequences.
4.9 This Firm’s policy is to only accept cash payments of up to £750 from clients. Please discuss directly with Nicholas Hall, the Managing Partner, if you are unable to pay the balance of the fees/disbursements due via your bank account or cheque. If you attempt to avoid this policy by depositing cash directly with our bank you will be charged for any additional checks deemed necessary to prove the source of the funds. Where this Firm has to pay money to you it will be paid by cheque or bank transfer. It will not be paid in cash or to a third party.
Should you have any reason to complain this Firm has a set Complaints Procedure. Please refer to Clause 23 entitled “Dispute Resolution”.
This Firm’s hours of business are between 9.00am and 5:00pm Monday to Friday. It may be possible to arrange appointments outside of these hours by prior arrangement.
7.1.1 Unless otherwise agreed in the Engagement Letter our fees will be calculated principally by reference to the time spent in providing the Services at the fixed hourly rates applicable to the relevant member of staff.
7.1.2 We may, in accordance with professional guidelines, also charge a premium (where reasonable to do so) to take into account the nature, responsibility, complexity, value and urgency of the Services and other criteria specified in those guidelines.
7.1.3 The fixed hourly rates of each of our Partners, Solicitors and other staff are reviewed from time to time and you will be inform of any variation in these rates and the date upon which they take effect.
7.1.4 You will be responsible for paying any expenses incurred in providing the Services (including travel and subsistence expenses, search and filing fees, Court fees and barristers, foreign lawyers and other third parties’ fees and expenses). This Firm has no obligation to pay for such expenses unless you have provided this Firm with the funds for such purpose.
7.1.5 VAT will be charged at the appropriate rate on all fees and expenses.
7.2 Limited Companies
When accepting instructions to act on behalf of a limited company, we may require a Director and/or Controlling Shareholder to sign a form of personal guarantee in respect of this Firm’s fees and expenses. If such a request is refused this Firm is entitled to stop acting and will require immediate payment of all fees due on a time spent basis and expenses as set out in Clauses 7.1.3 and 7.1.4.
7.3 Payments on Account
7.3.1 You may be required to make a payment to this Firm on account of fees and expenses at any time and on more than one occasion. Money paid on account, which is not subsequently required for fees and expenses, will be returned.
7.3.2 This Firm is not obliged to credit payments on account against interim invoices but may do so if you fail to make prompt payment.
7.4 Quotations and Estimates
7.4.1 The provision of figures (either orally or in writing) from time to time for the likely cost of a piece of work is an estimate only and does not constitute a contract to carry out the work at that cost.
7.4.2 The provision of a written quotation for work constitutes an offer to carry out the work at that cost and does not become a contract until you accept the quotation or a defined part of it.
7.4.3 Unless stated in writing to the contrary, any quotation or estimate does not include any expenses or VAT.
7.4.4 Where we carry out work, which falls outside the scope of an accepted quotation (or of an estimate that is subsequently incorporated into a contract between us), we may charge fees at our fixed hourly rates in addition to the quoted or estimated fee. We may also charge additional fees on the same basis for work within the scope of such a quotation or estimate made more time consuming, onerous or urgent as a result of:
a. circumstances or information that we were unaware of or could not have reasonably anticipated at the time of the quotation or estimate (whether or not you were aware of it); or
b. your, or your agents’, act or omission.
If we receive a commission from a third party arising from work this Firm is doing for you, we will credit you with the commission unless you have agreed otherwise or the amount is less than twenty pounds (£20) (excluding VAT).
8.1 Frequency of Invoices
8.1.1 Unless otherwise agreed in the Engagement Letter this Firm is entitled to invoice you in respect of our fees and expenses monthly and on completion of each Matter. At the end of this Firm’s financial year we shall be entitled to bring up to date our invoicing in respect of all unbilled work.
8.1.2 Unless otherwise stated, monthly or other interim invoices are a final account of our fees for all work done during the period to which they relate. You agree that we may bring proceedings on interim invoices that are not final bills where this Firm has provided Services and the amount of the invoice does not exceed the cost of the Services provided at the applicable fixed hourly rates.
8.1.3 There may be a delay in invoicing expenses incurred on your behalf pending our receipt of the relevant invoices from suppliers. Unless otherwise stated, such invoices are not a final invoice in relation to such expenses.
8.1.4 You may pay by cheque or directly into our client account. For further details, please telephone: 020 8444 0202 or email: firstname.lastname@example.org
8.2 Payment Terms
Interest will accrue on all debts over seven (7) days until the time they are paid at the rate of 8% above the Bank of England’s Base Rate. Any debts that have to be chased will incur a handling charge of £50 plus VAT.
If you do not pay any invoice by the end of the Credit Period, or the sum requested on account within seven (7) days (or such longer period as we may specify) of our demand, we may suspend or terminate the provision of all or any Services (and instruct any third parties engaged by this Firm to suspend the provision of their services) and may invoice you for all accrued fees and expenses.
8.3 Third Party Payments
In some circumstances you may have a right of recovery or indemnity against a third party in respect of all or part of our invoices but this Firm is not permitted to issue a VAT invoice to any person other than you under any circumstances and you remain liable to pay our invoices notwithstanding such a right.
8.4 Right to Retain Money, Documents and Property
As a contractual right, in addition to any right to retain money, Documents and property available to this Firm under the general law (lien), this Firm has the right to retain your money, Documents and property (whether held in relation to the Services for which payment has not been made or any other Services) until all sums owing have been settled in full.
Any interest earned on client monies (ie if this Firm holds money on your behalf) will be accounted to you when it is fair and reasonable to do so in all circumstances in accordance with the SRA Accounts Rules 2011. No interest will be payable if the amount calculated on the balance held is twenty pound (£20) or less.
“Conflict of Interest” means any situation where:
10.1.1 we owe (or, if we accepted your instructions, would owe) separate duties to act in the best interests of two or more clients in relation to the same or a related matter and those duties conflict or there is a significant risk that those duties may conflict; or
10.1.2 our duty to act in your best interests in relation to a matter conflicts, or there is a significant risk that it may conflict, with our own interests in relation to that or a related matter; or
10.1.3 this Firm holds confidential information in relation to a client or former client and you wish to instruct this Firm on a matter where:-
a. that information might reasonably be expected to be material; and/or
b. you have an interest adverse to our other client or former client, and for the purposes of this paragraph “you” does not include Associated Entities.
10.2 Similar Activities
We may act for parties engaged in activities similar to or competitive with yours.
10.3 Third Parties
Once we agree to act for you in relation to a Matter we will not act for a third party in relation to the same Matter if there is a Conflict of Interest between that third party’s interests and yours.
10.4 Instructions Creating a Conflict of Interest
We may decline to act for you where accepting your instructions would create a Conflict of Interest or cause this Firm to break an existing agreement with a third party.
Where this Firm’s professional rules allow, and subject to satisfying the requirements of those rules (for example by implementing an information barrier), we may act for you and another client where a Conflict of Interest would otherwise exist; provided that this Firm has the consent of both parties. We do not require your consent to act against Associated Entities.
10.6 Cessation of Services
If, either through a change in circumstances or otherwise, we find that this Firm has agreed to provide Services to you in circumstances that give, or could give, rise to a Conflict of Interest we will discuss with you how to deal with the conflict and may be obliged to stop providing Services to you and/or to all other clients affected by the Conflict of Interest.
11.1 Information About You
11.1.1 We may use the information you provide or that we obtain through our dealings with you:
a. for the provision of Services and, on a confidential basis, to our Partners, employees and agents;
b. to administer your account with this Firm, including tracing and collecting any debts;
c. to ensure the safety and security of our premises (where we may use CCTV); for fraud prevention purposes (including verification checks for our money laundering obligations); to assess client satisfaction (such as by asking you to participate in surveys); and to help improve our services generally; or
d. to contact you by letter, telephone, email or otherwise about our services and about events such as seminars and conferences and to send you briefings and similar material.
11.1.2 By signing and returning a copy of the Engagement Letter you are agreeing that we may use your contact details and information in this way.
11.1.3 Sometimes we request the services of other companies or people to assist with typing, photocopying or other administrative duties on our files to ensure this is done promptly. A confidentiality agreement will be sought with these providers. If you do not want your file to be outsourced please inform this Firm as soon as possible.
11.2 Our Duty of Confidentiality
11.2.1 We will treat any information that is confidential to you and obtained as a result of acting for you as strictly confidential, save:
a. for the purpose of acting for you;
b. for disclosures to our auditors or other advisers or for the purposes of our professional indemnity insurance; or
c. as otherwise required by law or other regulatory authority to which this Firm is subject.
11.2.2 We may refer publicly to your name as a client of ours, provided we do not disclose any information that is confidential to you.
11.2.3 This Firm is under no duty to disclose to you (or take into account in the course of providing the Services) any information acquired by this Firm in acting for any other client or any information in respect of which we owe a duty of confidentiality to a third party.
11.3 Your Duty of Confidentiality
11.3.1 Our advice and other communications with you are confidential and may not, without our consent, be disclosed by you to any third party (other than to your employees and agents who require access and who do not disclose it further) or otherwise made public except as required by law or other regulatory authority to which you are subject.
11.3.2 If, as a result of our acting for you, you acquire any information in respect of which we notify you that we owe a duty of confidentiality to a third party you will keep it confidential and not use it without our consent.
12.1 We will, at your request, either during the provision or after completion of any Services, release to you or to your order Your Documents and Documents Held For You, provided that this Firm is not at the time exercising our right to retain documents pending payment of outstanding fees and expenses or are prevented by any court order, undertaking or other legal constraint from doing so. We may copy all of Your Documents and Documents Held for You before releasing them, including any electronic correspondence submitted by you.
12.2 We may at any time scan, microfilm or otherwise make electronic copies or images of any Documents, including electronic Documents or correspondence, eg emails (other than Documents held in safe custody), destroy the originals and thereafter hold the Documents only in such copy or image form. Unless expressly agreed otherwise in writing we will keep all Documents, whether in original, copy or imaged form, for a minimum of six (6) years, after which time they may be destroyed.
12.3 We may agree to store Title Deeds, Wills and other valuable documents in safe custody for you if you require and will not, without your consent, destroy any such documents.
12.4 This Firm does not accept responsibility for the loss or damage of any item held on your behalf, unless we expressly agree in writing to the contrary.
12.5 After completing the Matter this Firm is entitled to keep all your papers and documents whilst there is still money owed to this Firm for fees and expenses.
12.6 This Firm will keep the file of your papers including emails and any hardcopies thereof, for up to six (6) years, except those that you ask to be returned to you. We keep files on the understanding that we may destroy them six (6) years after the date of the final bill (and up to twelve (12) years in respect of some regulatory transfers). We will not destroy documents you ask this Firm to deposit in safe custody. If we take papers or documents out of storage in relation to continuing or new instructions for you we will not normally charge for such retrieval. However, we may charge you both for time spent producing stored papers that are requested as well as reading correspondence or other work necessary to comply with your instructions in relation to the retrieved papers.
We retain copyright, and all other intellectual property rights, on all documents and other works we develop or generate for you in providing the Services (including know-how and working materials as well as final documents). We now grant you a non-exclusive, non-transferable, non-sublicensable licence to use such documents or other works solely for the Matter to which the Services of developing or generating them relate and not otherwise. If you do not pay this Firm in full for our Services in relation to that Matter we may, on giving you notice, revoke that licence and only re-grant it to you once full payment has been made.
13.2 Opinions from Barristers and other Third Parties
13.2.1 We may retain, for our subsequent use, a copy of the advice or opinion of any barrister or other third party given in written form (or any note of any advice or opinion) obtained in the course of providing the Services. Any barrister or other third party will be instructed on the basis that any such advice or opinion will be so retained.
13.2.2 If we retain a copy of any advice or opinion in this manner we will take all reasonable steps to conceal information (such as names, addresses or descriptions) that might reasonably enable you to be identified.
14.1 Where we agree to work on a Matter for more than one client, jointly, the rights and obligations of the joint clients to this Firm in relation to the Services will be several (save for obligations to pay money to us, which will be joint and several).
14.2 Each joint client irrevocably permits this Firm to disclose to any other of the joint clients at any time any information that we would otherwise be prohibited from so disclosing by virtue of this Firm’s duty of confidentiality. If any joint client ends this permission, during provision of the relevant Services, or if a Conflict of Interest arises between joint clients, we may suspend or terminate the provision of Services related to that Matter to one or more of the joint clients.
14.3 If any joint client asks this Firm to transfer documents we will deliver Your Documents to, or to the order of, the joint client who delivered them to us. We will retain any Documents Held For You and will supply copies to each joint client, making the originals available at our offices for inspection by any joint client on reasonable prior written notice.
Neither you nor we shall be liable for any failure to perform, or delay in performing, any obligations (other than payment and indemnity obligations) if and to the extent that the failure or delay is caused by Force Majeure and the time for performance of the obligation, the performance of which is affected by Force Majeure, shall be extended accordingly.
16.1 Duty of Care
16.1.1 We will use reasonable skill and care in the provision of the Services. Where we make an assessment for you, either expressly or by implication, of the likely level of risk associated with different potential courses of action, you accept that such assessment is made relying only upon the information and documents then available to this Firm and cannot, therefore, be definitive.
16.1.2 Accordingly, such an assessment should only be used as one element in the making of any practical or commercial decision. You accept that the magnitude or acceptability of a risk is a matter for you.
16.1.3 The aggregate liability of the Firm (or of any service company owned or controlled by or on behalf of any of the Partners) and of all Partners, consultants to, employees, agents of the Firm and any service company owned or controlled by or on behalf of the Firm or the Partners in any circumstances whatsoever, whether in contract, tort, under statute or otherwise, and howsoever caused (including, but not limited to, this Firm’s negligence or non-performance), for loss or damage arising from or in connection with the Services provided shall, in relation to each Matter, be limited to the sum, unless otherwise agreed, of £3 million pounds (£3,000 000)
16.2 Third Parties
16.2.1 The Services are provided to, and for the benefit of, you as our client and you alone. No other person may use or rely upon the Services nor derive any rights or benefits from them. The provisions of the Contracts (Rights of Third Parties) Act 1999 are to that extent excluded.
16.2.2 The Firm will provide the Services and you agree that you will not bring any claim whether in contract, tort, under statute or otherwise against any Partner, or any consultant to, or employee or agent of the Firm or any service company owned or controlled by or on behalf of any of the Partners and those Partners, consultants, employees and agents shall be entitled to rely on these Terms insofar as they limit their liability.
Where we provide draft or provisional advice or other materials these are not to be relied upon as constituting our final view.
16.4 Current Law
The Services are provided in accordance with professional practice requirements and the proper interpretation of the law, as each exists on the date on which the relevant Service is provided. If there is any change in such requirements or the law, or their interpretation, after the relevant Matter has been concluded (or before that time but that could not reasonably be known by us) this Firm has no responsibility to notify you of, or of the consequences of, the change.
16.5.1 We shall communicate with you at the postal addresses, email addresses and the telephone numbers that you provide unless you specify other addresses and numbers. You will notify this Firm if you regard any communications from this Firm as particularly confidential and the means by which you require this Firm to make such communications. This Firm has no liability to you arising out of your failure to notify us.
16.5.2 Subject to any notification you may make to this Firm under the previous paragraph we shall not be required to encrypt, password-protect or digitally sign any email, or attachment, sent by us. We shall not be responsible for any loss or damage arising from the unauthorised interception, re-direction, copying or reading of emails, including any attachments. We shall not be responsible for the effect on any hardware or software (or any loss or damage arising from any such effect) of any emails or attachments that may be transmitted by this Firm (save to the extent caused by our negligence or wilful default).
This firm will aim to meet any deadline agreed with you for the performance of any Services, but, unless we agree otherwise in writing in relation to any time, date or period for delivery or performance by us, time shall not be of the essence.,
If you accept, or have accepted, any express exclusion and/or limitation of liability from any of your other professional advisers our total liability to you, arising out of the Services, will not exceed the net aggregate of the amount for which we would otherwise have been liable after deducting any amount that we would have been entitled to recover from such adviser as a matter of law, whether pursuant to statute or otherwise, but are prevented from doing so as a result of any such exclusion and/or limitation of liability.
We shall not be liable for any:-
18.1 loss, damage, cost or expense arising from any breach by you of your agreement with this Firm or any act or omission of any other person;
18.2 advice or document subject to the laws of a jurisdiction outside England and Wales; or
18.3 advice or opinion given to you by any third party (whether or not nominated or recommended by us).
We will not be liable for any indirect loss or damage or any loss of profit, income, production or accruals arising from any circumstances whatsoever, whether in contract, tort, under statute or otherwise, and howsoever caused (including, but not limited to, our negligence or non-performance).
Nothing in this agreement exempts this Firm from liability arising from our fraudulent or reckless disregard of our professional obligations; from our negligence resulting in death or personal injury; or where, in the case of a contentious business agreement, law or regulation prohibits the exclusion of such liability.
21.1 Completion of Services
An agreement between you and us for the provision of defined Services ends on the completion of the provision of those Services. An open-ended agreement for the provision of Services ends three (3) months after the last date on which we provided Services to you. Unless new or different terms are agreed, our acceptance of instructions to perform Services for you subsequent to the ending of any agreement gives rise, from the time of acceptance of the instructions, to a new agreement on these terms. If we provide you with any information, or other document after the ending of an agreement, such provision does not give rise to a new agreement.
21.2 Early Termination
Either you or this Firm may terminate the provision of all or any of the relevant Services at any time by giving written notice to the other. We will not do this without good and substantial reason, such as:-
21.2.1 the threat or risk of violence, injury or other danger to the physical, psychological or moral well-being of any of this Firm’s personnel;
21.2.2 the discovery or creation of a Conflict of Interest;
21.2.3 your requesting this Firm to break the law or any professional requirement;
21.2.4 the relationship of trust and confidence necessary between solicitor and client ceasing to exist between us;
21.2.5 your failure to pay to this Firm any amount due, or money on account requested;
21.2.6 your insolvency;
21.2.7 your failure to give this Firm adequate instructions;
21.2.8 our being forbidden to act by the National Crime Agency;
21.2.9 our reasonable belief that our continuing to represent you may cause damage to the professional or personal reputation of this Firm or any of its personnel; or
21.2.10 any other breach by you of these Terms.
21.3 Rights on Early Termination
On early termination, by either you or us, you will remain liable to pay all fees and expenses incurred before termination and due under our contract or due on the basis of the time spent at our usual hourly rates together with any further fees and expenses for work necessary to transfer our files to another adviser of your choice. All our rights set out in these Terms shall continue to apply even if the agreement is terminated.
22.1 Money Laundering Regulations and The Proceeds of Crime Act 2002
22.1.1 In accordance with the requirements of the Data Protection Act and the Money Laundering Regulations, we confirm:
a. Layzells is the data controller;
b. Eleni Prodromou is the nominated representative / data protection officer; and
c. We will only process any documentation or personal data received from you in respect of client due diligence for the purposes of preventing money laundering and terrorist financing unless (a) use of that data is permitted by or under any enactment or (b) you give your express consent for the documentation or personal data to be used for other forms of processing.
22.1.2 We are required to comply with the Money Laundering Regulations and in particular to verify the identity and permanent address of all new Clients. This is to ensure that the policy adopted worldwide by Financial and Government Authorities to prevent the use of laundering systems to disguise the proceeds of crime is achieved.
22.1.3 Individual Clients
If you are a new client or an existing client who has not previously supplied information, you are requested to supply the following; one item from List A and one item from List B (please note we require certified copies if you are sending these by post, or if you are bringing in the original documents to our offices – we will make certified copies here).
|LIST A – Proof of Identity|
|1.||Current fully signed Passport|
|2.||Current full UK Photocard Driving Licence.|
|LIST B – Address Verification|
|1.||A bill for the supply of electricity, gas, water or telephone services (provided it is fewer than three (3) months old). Mobile phone bills are not acceptable.|
|2.||Television Licence renewal notice.|
|3.||Council Tax bill (provided it is fewer than three (3) months old).|
|4.||Recent Tax Coding Notice.|
|5.||Recent Mortgage Statement.|
|6.||Credit Card or Bank Statement (provided it is fewer than three (3) months old) showing current address.|
22.1.4 Body Corporate
If you are a new or existing body corporate client not listed on a regulated market who has not previously supplied information, we will require the following:
a. Company / organisation full name;
b. Company or other registration number;
c. Registered address and, if different, principal place of business address;
d. Memorandum of association or other governing documents;
e. Names of the Board of Directors or members of your management body and its senior management;
f. Documentation in accordance with lists A and B above for any beneficial owners.
Please note we require certified copies if you are sending these by post or if you are bringing in the original documents to our offices – we will make certified copies here.
22.1.5 Under the provisions of the Proceeds of Crime Act 2002 (“POCA”), we may be required to make a report to the relevant authorities if at any time we become aware of or suspect (whether from you or any other person) the existence of the proceeds of crime in relation to any Services on which we are engaged. Our obligation to make such a report will, in certain circumstances, override our duty of solicitor/client confidentiality and we may not be permitted to inform you whether or not we have made, or might intend to make, such a report.
22.1.6 We may terminate the provision of any Services to you, or be instructed to do so by the relevant authorities, if you fail to comply with your obligation to provide evidence of identity or we suspect that you or any other party connected with you or with the Matter is involved in activities proscribed by POCA.
Each of these terms shall be severable and distinct from the others and if any term is found to be illegal, invalid or unenforceable, in whole or in part, the remaining terms shall not be affected.
22.3 Equal Treatment / Equality and Diversity
Consistent with our internal policies and procedures, we will not discriminate in the way we provide our Services on the grounds of age, disability, gender, sexual orientation, marriage, civil partnerships, pregnancy and maternity, race (including colour, nationality [including citizenship] ethnic or national origins), religion or belief.
22.4 Financial Services
If, during the course of the matter upon which this Firm is advising you, you need advice on investments we may refer you to someone who is authorised by the Financial Conduct Authority, as this Firm is not. However, as this Firm is regulated by the Solicitors Regulation Authority, we may be able to provide certain limited investment advice where closely linked to the legal work this Firm is doing for you.
If you have any issues with the Services provided then please let this Firm know. We will try to resolve any problems you may have, but, if for any reason this Firm is unable to resolve the problem complaints and redress mechanisms are provided through the Solicitors Regulation Authority and the Legal Ombudsman.
22.5 Insurance Mediation
As stated in Clause 21.4 this Firm is not authorised by the Financial Conduct Authority. However, this Firm included on the register maintained by the Financial Conduct Authority so that we may carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements 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.org.uk
The Law Society is a designated professional body for the purposes of the Financial Services and Markets Act 2000, but responsibility for regulation and complaints handling has been separated from the Law Society’s representative functions. The Solicitors Regulation Authority is the independent regulatory body of the Law Society and the Legal Ombudsman is the independent and impartial complaints handling body of the Law Society established by the Legal Services Act 2007.
All claims, complaints and disputes arising out of or in connection with the Services will be resolved pursuant to this paragraph (“Dispute”).
23.2 Complaints Procedure
23.2.1 This Firm has a set Client’s Complaint Procedure (a copy of which is available on request) which is summarised as follows:
a. If you have any complaint or observation (good or bad) about our service, please say so.
b. Raise any complaint first with the Fee Earner assigned to your matter, including any complaint about your bill.
c. If this does not resolve it satisfactorily, tell the Supervising Partner responsible for your case.
d. If this does not resolve it satisfactorily, contact Mr Nicholas Hall the Partner nominated by the practice to ensure prompt and thorough investigation of any complaint.
e. If still unresolved at this stage, you may take your complaint to the Legal Ombudsman. Normally, you will have to bring your complaint to the Legal Ombudsman within six (6) months of receiving a final response from this Firm about your complaint and six (6) years from the date of the act or omission giving rise to the complaint or alternatively three (3) years from the date you should reasonably have known there are grounds for complaint (if the act/omission took place before 6 October 2010 or was more than six (6) years ago).
23.2.2 Contact details:
b. A complainant to the Legal Ombudsman must be one of the following:
· An individual;
· A micro-enterprise as defined in European Recommendation 2003/361/EC of 6 May 2003 (broadly, an enterprise with fewer than ten staff and a turnover or balance sheet value not exceeding €2million);
· A charity with an annual income of less than £1million (£1,000,000);
· A club, association or society with an annual income less than £1 million;
· A trustee of a trust with a net asset value less than £1million (£1,000,000); a personal representative or the residuary beneficiaries of an estate where a person with a complaint died before referring it to the Legal Ombudsman.
· If you do not fall into any of these categories you should be aware that you may only obtain redress by using our Client’s Complaint Procedure, by mediation or arbitration or by taking action through the Courts.
23.2.3 Kindly note that you have the right to object to your bill by making a complaint to the appropriate body and/or by applying to the Court for an assessment of the bill under Part III of the Solicitors’ Act 1974 and, if all or part of our bill remains unpaid, we may be entitled to charge interest.
We shall not be obliged to comply with this clause in relation to any Dispute in which we seek:-
23.3.1 an order or award (whether interim or final) restraining you from doing any act or compelling you to do any act; or
23.3.2 a judgment or award for a liquidated sum to which here is no arguable defence (provided that the exception shall cease to apply and the Dispute may be referred to arbitration on the application of either party if the court decides that you should have permission to defend the claim); or
23.3.3 the enforcement of any agreement reached or any binding order, award, determination or decision made pursuant to this clause
nor shall anything in this paragraph inhibit this Firm at any time from serving any form of demand or notice or from commencing or continuing with any bankruptcy, winding up or other insolvency proceedings.
Nothing in these Terms shall prevent you, at any time, from referring any Matter to the body or bodies for the time being charged with the regulation of solicitors.
23.5 EU Online Dispute Resolution
With effect from 15th February 2015 EU Regulations on Consumer Online Dispute Resolution (ODR) allow consumers who bought our services online to submit their complaint via an online complaint portal.
We are required under the regulations to provide our clients the following information:-
1. Link to the ODR platform – please follow the following link for further information (http://ec.europa.eu/consumers/odr).
2.Our contact email address in case of a complaint under the ODR regulation ¬ Please email Nicholas Hall
The terms on which we provide Services to you are governed by, and shall be construed in accordance with, English law. You and we each agree to submit to the exclusive jurisdiction of the English Courts, provided that we may, in our sole and unfettered discretion, commence proceedings against you in any other Court.
Due to our own internal quality standards, this Firm is subject to periodic checks by outside assessors. This means that your file may be selected for checking, in which case we need your consent for inspection to occur. All inspections are, of course, conducted in confidence. If you prefer to withhold consent, work on your file will not be affected in any way. We propose to assume that we do have your consent unless you notify this Firm to the contrary. We will also assume, unless you indicate otherwise, that consent on this occasion will extend to all future matters which we conduct on your behalf. Please contact this Firm if you require further information or if you would prefer your file not to be inspected. If you would prefer to withhold consent please put a line through this section in the copy Engagement Letter to be signed and returned to this Firm.
We do not advise you on the tax implications of transactions you instruct this Firm to carry out, or the likelihood of them arising.
26.2 Planning in property transactions
We will not advise you on the planning implications of your proposed purchase, unless specifically requested to do so by you other than by reporting to you on any relevant information provided by the results of the “local search”. The searches that we carry out will be against the property being purchased only. Should you require this Firm to search against neighbouring or other properties then you must instruct this Firm to do so.
26.3 Other property disclaimers / Environmental
It is not our responsibility to carry out a physical inspection of the property nor advise on the valuation of the property nor the suitability of your mortgage nor any other financial arrangements. We shall not advise generally on environmental liabilities where we shall assume, unless you tell this Firm to the contrary, you are making your own arrangements for any appropriate environmental survey or investigations.
We may, however, need to obtain on behalf of your lender, at your expense, an environmental search. However, we will not advise you about any issues relating to the possible contamination of any land that may be relevant to your purchase. We must inform you that this Firm is not qualified to advise on the results of any search made in that respect and are only able to report to you the actual results of such a search. This is particularly significant in respect of the potential liabilities that may arise at some future point in time as a result of land contamination or flood risk that are having increasing significance. If you have any doubts, please discuss your concerns with us.
If this Firm is instructed on purchase and this Firm is also acting for your proposed lender this Firm has a duty to reveal to your lender all relevant facts about the purchase and the mortgage. This includes any differences there may be between your mortgage application and information we receive during the transaction and any cash back payments or discount schemes that a seller is giving to you
This Firm uses the information you provide, including any information submitted in electronic formats, primarily for the provision of legal services to you and for related purposes including: updating and enhancing client records, analysis to help us manage our practice, statutory returns, legal and regulatory compliance. This Firm’s use of that information is subject to your instructions, the Data Protection Act 1998 and our duty of confidentiality. Please note that this Firm’s work for you may require this Firm to give information to third parties, such as expert witnesses and other professional advisers. You have a right of access under data protection legislation to the personal data that this Firm holds about you. We may from time to time send you information that we think might be of interest to you. If you do not wish to receive that information please notify this office in writing.
This paragraph contains further contractual provisions and important information that this Firm is obliged to give you where the Matter relates to litigation or the resolution of disputes by other means (including a non-contentious Matter that becomes contentious or gives rise to further instructions on a contentious Matter).
28.1 Costs Risk
28.1.1 In litigation matters, the Court may decide to order one party to pay the costs of the other. The Court usually orders the unsuccessful party to pay all or a part of the successful party’s costs, although there is no certainty about this. The successful party usually recovers a proportion of its costs from the unsuccessful party, although there is no certainty about this. You should be aware that:-
a. if you make an interim application to Court, which does not succeed, you may have to pay the other side’s costs, within the time limit specified by the Court.
b. if you lose the case, you may have to pay the other side’s costs and it may not be possible for you to withdraw from the case without dealing with the issue of those costs;
c. costs awarded have to be proportionate to the value of the dispute and, in the ordinary course, recovered costs from the other side rarely exceeds sixty to seventy per cent (60-70%) of actual expenditure;
d. you are still liable to pay this Firm’s costs in full, even if the other party fails to pay the costs that may have been awarded to you by the Court; and
e. issues that the Court may take into account in assessing the costs payable or recoverable include:
· efforts made before and during the proceedings to try to resolve the dispute, including the appropriate use of mediation and other alternative dispute resolution procedures;
· the effects of payments to the Court and offers of settlement;
· the complexity and size of the Matter and the difficulty or novelty of the questions raised;
· the skill, effort, specialised knowledge and responsibility involved;
· the time spent; and
· the place and circumstances in which the work was carried out.
28.1.2 if the other side is or becomes legally aided, it is highly unlikely that you will recover your costs, even if you are successful.
28.1.3 If you are unsuccessful, or the Court so orders for some other reason, you may be ordered to pay the other side’s costs. The Supervising Partner will discuss with you if the likely outcome will justify the expense/risk.
28.2.1 Legal expenses insurance may be included in your contracts of insurance and you should check your policies to see if you are covered. Your policy may cover your costs and/or your liability to pay the other side’s costs. If you believe you are covered, please discuss this with the Supervising Partner so that we may assist you in notifying your insurer. If you do not have legal expenses insurance, you may be able to purchase insurance to cover you in the event that you have to pay the other side’s costs.
28.2.2 A Conditional Fee Agreement is an agreement whereby this firm is entitled to charge you an increased fee if you were successful and would charge you no fee or a reduced fee if you were not successful. You might be able to take out an insurance policy to cover you in the event that you are ordered to pay the other side’s costs. You may be able to recover this insurance and any sums you paid to this Firm from the other side if you were successful depending on the type of case this Firm is instructed on. We are happy to discuss this further with you at your request.
28.3 Statements of Truth
Under the Civil Procedure Rules, all statements of case (the term for pleadings includes documents such as claim forms, defences and witness statements and certain other documents) must be verified by a Statement of Truth, to the effect that the party submitting the document believes the facts stated in it to be true. Making a false Statement of Truth is potentially contempt of Court.
Whilst a Statement of Truth may be signed by you or your legal representative it is this Firm’s policy that you should sign your own Statement of Truth.
28.4 Attendance at Hearings
Please be aware that, under the Civil Procedures Rules, the Court may demand that you attend a Hearing. Your Supervising Partner will discuss this with you further as your case progresses.
28.5 Alternative Dispute Resolution (“ADR”)
As part of the active management of a case under the Civil Procedure Rules, both the Courts and the parties in a dispute are required to consider the use of ADR if it is considered appropriate to help to resolve the dispute. ADR includes methods of dispute resolution such as mediation, adjudication and expert determination.
There have been occasions when a Court has imposed costs’ penalties on parties who unreasonably refuse to consider ADR. The Supervising Partner will discuss both the methods of ADR and any possible costs implication further with you if or when it becomes appropriate.
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013:
29.1 If the Supervising Partner has not met you either in person because, for example, instructions and signing of the contract documentation are taking place by telephone/mail, email or on-line – ie: by way of a “distance” contract or the Supervising Partner has taken instructions and a contract has been concluded away from our offices (because, for example, we have met with you at home – ie: by way of an “off-premises” contract) and the contract was entered into on or after 14 June 2014, you have the right to cancel this contract within fourteen (14) calendar days of entering into the contract without giving any reason.
29.2 The cancellation period will expire after fourteen (14) calendar days from the day of the conclusion of the contract.
29.3 To exercise your right to cancel, you must inform the Supervising Partner of your decision to cancel this contract by a clear statement (eg: a letter sent by post, fax or email). To meet the cancellation deadline, you must send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
29.4 Should you require work to commence within the fourteen (14) calendar day cancellation period you must provide your agreement in writing, by e mail, post or fax, to enable the Supervising Partner to do so. By signing and returning your client care letter you are providing your agreement in writing to enable the Supervising Partner to commence work within the fourteen (14) calendar day cancellation period. If you have provided your consent for work to commence within the fourteen (14) calendar day cancellation period, and you later exercise your right to cancel, you will be liable for any costs, VAT and disbursements incurred up to the point of cancellation. Unless you make an express request for the Supervising Partner to commence work within the fourteen day period (ie by signing and returning your client care letter) the Supervising Partner will not be able to undertake any work during that period.
This Firm has a legal duty to inform you of our professional indemnity insurance. This Firm has an obligation to carry such insurance. Details of this insurance, including contact details of this firm’s insurer and the territorial coverage of the policy, may be inspected at this firm’s office or made available upon request.
The insurance covers our practice carried on from our offices in England and Wales and will extend to acts or omissions wherever in the world they occur.
In the event of a banking failure it is unlikely that this 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 client account funds with Barclays Bank PLC, Metro Bank PLC and Allied Irish Bank PLC. The £85,000 FSCS limit will apply to each individual client so if you hold other personal monies in the same bank as our client account, the limit remains £85,000 in total. It may be advisable to check with your own bank as some banks now trade under different trading names.
However, with effect from 3 July 2015, the FSCS will provide a £1million (£1,000,000) protection limit for temporary high balances held with a bank, building society or credit union if it fails. Further details relating to what constitutes a temporary high balance and the rules relating to the protection may be found at www.fscs.org.uk
In the event of a banking failure you agree to this Firm disclosing details to the FSCS.
We do not undertake legal aid work but it is important that you are aware of Legal Aid. Legal Aid is useful to a litigant because if he loses, his liability is limited to his means-tested contribution and it is unlikely the Court will allow the victor to recover any costs against him. Legal Aid is not free. In most cases it is only a loan repaid from the fruits of the action. If the assisted party succeeds and recovers or preserves any asset (except for some exemptions for maintenance and family proceedings), it is subject to the statutory charge. The statutory charge operates to put the recovery or the preserved asset first towards payment of the assisted party’s legal costs, and the assisted party only gets the net balance (if any) – often much later because of the time taken in quantifying the final costs. If money is recovered, it has to be paid to the assisted party’s solicitor who has to pay it into the Legal Aid Fund who carry out the accounting and pay out the balance. The Legal Aid Agency has no power to reduce or waive the effect of the statutory charge. If a home is involved, it is sometimes possible to delay payment, but the statutory charge then operates like a mortgage and attracts interest until everything is repaid on sale. For more information please discuss this with the person attending to your case (they will be able to confirm if Legal Aid will be relevant to your type of case and if you may qualify) / alternatively go to the Legal Aid website www.gov.uk/legal-aid or telephone them directly on 0300 200 2020.
The Green Deal Scheme is a government driven initiative to allow for a loan to be provided on a property for the improvement of its energy efficiency. The loan is repayable on a monthly basis, in conjunction with the power bills on the property. The loan will run with the property unless it is repaid on the sale or transfer of the property.
The seller(s) of the property are required, by law, to disclose the existence of any Green Deal loan on the property they are selling, or they may become liable for repaying the outstanding debt, even after they have sold the property. The Estate Agent/Seller must disclose the existence of a Green Deal loan agreement prior to a sale being agreed. If the property is being sold at auction, the existence of a Green Deal loan agreement should be disclosed before the winning bid is made.
The purchaser on a normal sale should be given an EPC showing the Green Deal improvement or an EPC and a disclosure document showing details of the work carried out under the Green Deal Scheme. This disclosure document will be provided by the energy provider on completion of the work as well as details of the repayment amount, the unexpired term of the loan and details of the loan provider.
Disclosure of the Green Deal loan must be made at least seven (7) days before the transaction or arrangement is entered into or if this is not practicable then the disclosure requirement must be satisfied as soon as practicable before the transaction is entered into. The seller must secure that the contract for sale includes an acknowledgment by the purchaser that they have received notice that the property is a Green Deal property and that the bill payer at the property is liable to make payments under the green deal plan and further that certain terms of that plan are binding on the bill payer.
Whilst there are no charges, restrictions, notices or cautions registered when a property is a Green Deal property, the mortgage lender must be notified of the existence of the Green Deal loan because the borrower / new property owner is taking on another loan which runs with the property.
If this applies to you we will ask you to sign and return the [Declaration and Agreement Section] of the Client Care Letter we send to you confirming your authority for this Firm to make any such disclosure to your mortgage lender.
Please note that we offer no guarantees/warranties in relation to the extent and nature of any works undertaken under the Green Deal Scheme. It is your responsibility to ensure that you have satisfied yourself as to the extent, nature and repayment provision of any such works undertaken in accordance with the Green Deal Scheme.
We would recommend that all Green Deal loans be repaid by the seller on completion of the property transaction, as the value of the property will undoubtedly have already taken into account the work undertaken under the Green Deal loan.
The use of emails and the internet provide speed and efficiency; however, as you will be aware, these may pose increased risks: eg viruses, spam and identity theft etc.
Generally, instances of fraud and email hacking are regrettably on the increase and unlikely to ease into the future as those carrying out these activities are becoming more sophisticated.
If you are happy to proceed with communication by email, in addition to the conditions outlined in these Terms, we need to draw your attention to the following (and this list is not exhaustive):
34.1 We may ask you to provide written details of your bank account by letter or at the first meeting with your Supervising Partner. Please do not send your bank details in an email.
34.2 Please be aware of email hacking. You should take suitable precautions to ensure you do not expose your email account(s) to any risk of being hacked by a third party. Please be alert to any signs that might indicate that your email account has been attacked.
34.3 We ask you to be vigilant and, if you receive an email informing you that this Firm has changed its bank details, to report it to this Firm immediately so that it may be investigated.
If you are in any way uncertain or concerned about any communication received from this Firm please telephone the Supervising Partner or speak to one of the Partners immediately. Please do not respond to any such communication by email, or take any action, until you have verified the authenticity by speaking with us.
The Consumer Protection from Unfair Trading Regulations (as amended) regulate transactions between traders and consumers and prohibit trading practices that amount to unfair commercial practices and misleading acts and omissions. Neither you, the client, nor us, your legal representative, must mislead a buyer or tenant either by providing incorrect or ambiguous information, or by omitting to provide material information about the property You are selling.
Certain information will be revealed through searches and other enquiries of public databases, surveys and valuation reports. However, You must disclose to us any known defects and other material adverse matters relating to the property known to you and failure to do so may mean that, in certain circumstances, the buyer or tenant would have rights of redress against you.
We encourage you to make all known disclosures as early in the transaction as possible to prevent delays.
If we become aware of any such existence of material information, and You decline to authorise disclosure to the buyer or tenant, then we would have to consider whether it was possible to continue to act for You as the CPR’s impose a duty to act fairly towards You as our client and also towards third parties, especially those that are unrepresented.
The Help to Buy ISA Scheme was launched by H M Treasury on 1 December 2015. If you have taken out a Help to Buy ISA, then you may be eligible for a bonus payment of up to 25% of the closing balance of the Help to Buy ISA subject to a minimum bonus payment of £400 and a maximum of £3000 and provided that you and the property you are purchasing meet the eligibility criteria set out in H M Treasury ISA Scheme Rules. The fee earner with conduct of your matter (who, under the Help to Buy ISA Scheme, is known as the Eligible Conveyancer) will be able to advise you on eligibility and, if appropriate, will undertake the necessary process to apply for any bonus payment.
If you are purchasing a property through the Help to Buy ISA Scheme, H M Treasury will be the Data Controller of any relevant personal data that is given, via the Eligible Conveyancer, to H M Treasury and to the Administrator and/or any sub-contractor of H M Treasury or of the Administrator, for the purposes of the Help to Buy: ISA Scheme.
The information will be disclosed to H M Treasury and the Administrator for the purposes of verifying the eligibility of a Help to Buy: ISA Bonus payment and payment of Bonus funds, carrying out audits of Eligible Conveyancers and any investigations or compliance work in accordance with the Scheme Rules.
By signing and dating a copy of your client care letter (or) the Client Information Form (or) by you continuing instructions in your matter, you agree to us providing all necessary Relevant Personal Data to H M Treasury and to the Administrator and/or to any sub-contractor of H M Treasury or of the Administrator and to the processing of your Relevant Personal Data by any or all of the aforementioned parties.