Our terms of business

Our contract with you is contained in these Terms of Business (" Terms "), and our Engagement Letter to you. Please consider these carefully, and if you have any queries ask us about them as soon as possible. The Engagement Letter contains specific information about the work we are handling for you.

We are a limited company registered under the Companies Act 2006 (Registered Number 09002137). In these Terms or in our letters, documents or literature or orally any reference to this "firm" or "practice" or “us” is to the company.

1. Calculation and scope of our fees

We are entitled to be paid reasonable remuneration for the work that we do for you. Time spent is usually the most important single element in calculating our fees, but we will also take account of the complexity, difficulty and novelty of the matter, the skill, specialised knowledge and responsibility required, the number of documents involved, the place where the work has to be done and the value of the transaction. We may also agree to charge you on a fixed fee basis.

Where we charge you on a time spent basis we are entitled to charge for all the time we reasonably spend on your matters, including (but not limited to) initial interviews, meetings, correspondence, emails and faxes with you and others, telephone calls, file reviews, research, travel, waiting time, and compliance with money laundering legislation in relation to you.

We are entitled to charge for any expenses incurred by us which are specific to the work we do for you, including (but not limited to) photocopying and telephone call charges, bank transfer fees, travel and subsistence expenses, couriers and special delivery charges (all of which are referred to as “specific expenses”).

We are entitled to be reimbursed by you for all expenses we pay out to third parties on your behalf, and which are expressly or impliedly authorised by you, including (but not limited to) stamp duty land tax, stamp duty, Land Registry fees, search fees, court fees, fees of barristers, experts, and agents’ fees for searches, service of documents and enquiries (all of which are referred to as “disbursements”).

Specific expenses and disbursements all vary according to the nature of the work done, and we will identify these items in our bills to you. When we refer in these Terms to “our costs” we mean to include our fees, specific expenses and disbursements. When applicable, VAT will be charged on our fees and specific expenses, and on most of the disbursements, at the rate prevailing at the time. 

2. Charging rates

Our current hourly charge-out rates are set out in the Engagement Letter which accompanies these Terms. Our fees will be based on the rates in force when we carry out the work. Our rates are reviewed yearly on 1st January in each year and we will notify you in writing of any change in the rates, but not necessarily before the change in rates comes into effect. All time is charged on a “time spent” basis in units of one tenth of one hour unless we agree a fixed fee with you.

3. Expenses and disbursements

If specific expenses or disbursements are of a routine nature, or inherent in the nature of the work we are doing for you (whether or not essential) we need not seek your advance approval before incurring them, but will do so if the item is both substantial and one which you might choose not to incur.

If it becomes necessary to incur significant specific expenses or disbursements (for example travel expenses or barrister's fees) we reserve the right to ask you to make a payment to us on account of those specific expenses or disbursements before we incur them.

4. Estimates of costs

In these Terms and in our correspondence with you an "estimate" means a provisional estimate intended only as a guide to the likely level of our costs. In contrast, a "quotation" means a firm indication of what our costs will be for our work for you. We will if possible, give you an estimate of the likely level of our costs but this is not a quotation, nor an upper limit on our costs, and must not be regarded as a commitment about the likely final cost of our work for you. Any estimates which we give are not intended to be legally binding. We will tell you when estimates need to be revised.

Unless expressly agreed with you in writing we do not work on a fixed fee basis. If we provide a fixed quotation, this will apply only to the work we agree in writing at the time. If you then ask us to do extra work, we will make an additional charge for that extra work.

We aim to give you the best possible information, both at the outset and when appropriate as your matter progresses, about the likely overall cost of the work we are doing for you. But in some matters, it may not be possible to give an estimate as to the likely overall amount of our costs. In such matters we may simply be able to tell you our hourly rates or propose a budget for a preliminary work. Such a budget does not imply that we will be able to complete the matter within the budget figure.

Any of those or similar factors will have a bearing on the amount of time which we need to spend, or upon any disbursements or other costs which need to be incurred. In such cases we will inform you and will be entitled to increase any estimate or quotation which we have given.

If we cannot agree with you an increase in any estimate or quotation arising from the factors mentioned in the previous paragraph, we reserve the right to cease acting for you, and paragraph 12 will then apply. Please note that VAT, specific expenses and disbursements must be added to any estimate, quotation or fixed fee proposal.

5. Delivery of bills

Bills will be rendered on conclusion of transactional work. However, where a matter is protracted or not transactional, bills may be rendered on an interim basis and even if the matter is not completed. We may include in a later bill any specific expenses or disbursements incurred in an earlier period but not previously billed.

Our bills are payable in sterling, and if you send payment in other currencies you will be responsible for any conversion expenses and exchange losses. Payment should be made either by cheque drawn on a London bank or directly into our bank account. You agree that our bills may be delivered to you electronically.

6. Payment of our bills - Interest payable by you - Papers

Payment of bills is due on delivery. If a bill is not paid within one month, we may charge interest from the date of delivery of the bill, at the rate from time to time applicable to judgment debts. While there is money owing to us for bills we have delivered, we are entitled to retain your papers and documents by exercising a lien until we receive payment. Our lien is not waived even if we receive funds on account or other security from you or a third party.

We will be entitled to pay our bills and any specific expenses and disbursements out of any client money that we hold or receive on your behalf, after we have advised you of the bills in question. If you are selling any land or other property, we will generally pay our bills from the sale proceeds, again after we have advised you of the bills in question.

If we are acting for you in a number of matters we are entitled to aggregate the balances of client money on the different matters, or transfer balances of client money from one matter to another, for example to pay our bills on one matter out of client money we hold for you on a different matter.

7. Interest payable to you

It is our policy to account to clients for a fair and reasonable sum of interest on client money calculated over the whole period for which the money is held. Client money is held in our general client bank account, in which amounts for different matters and clients are pooled. This account is “instant access” to facilitate the matters we are handling for you and other clients, and this is reflected in the rate of interest received on this account. The rate of interest we will pay on client money will be equal to the rate applying to this client account from time to time.

Interest will be calculated on a daily basis. No interest will be paid if the total amount of interest on the balance held, calculated over the course of a transaction, is £20 or less. This is in order to save you and us the administrative costs inherent in handling small amounts of money.

8. Payments on account

We may at any time require you to pay us a reasonable sum on account to cover the likely cost of work to be done and specific expenses and disbursements which we expect to be incurred, plus VAT on those costs and other items. We are obliged to use such a sum which we are holding to settle any bills we may render to you, and the balance will be held on account of our future bills.

9. Communications

We will usually send you an Engagement Letter at the outset of a matter, but we may not do this where you ask for ‘one-off’ advice, or require urgent work to be done, or when you have instructed us previously and are familiar with the basis of our contract with you.

The electronic transmission of information via the internet (including email) has inherent risks and you accept that such transmissions may be lost, undelivered, delayed, intercepted, corrupted, altered or accessed by unauthorised parties. You understand that our electronic communications are not ordinarily encrypted or digitally signed.

Despite such risks you authorise us to communicate with you and third parties electronically in all matters relating to our work for you, unless you specifically ask us not to do so. We will have no liability to you on any basis in respect of any loss whatsoever arising from communication with you or a third party electronically, where the principal basis of claim is that it was sent electronically.

10. Your responsibilities

As part of these Terms you are agreeing to:

• supply us with personal identification information so that we can comply with legal requirements about client identification;
• ensure that we know the full background and all the circumstances of the matter before we start our work, and while it is continuing;
• tell us if any of the assumptions on which our Engagement Letter is based appear to be inaccurate or unrealistic;
• tell us if your objectives change or you agree changes in the terms with any other party; and
• give us full and accurate instructions and information during the course of our work.

11. Limitation of our liability

Our liability to you for loss will be limited to £3 million for any one individual transaction or claim, or any one series of related transactions or claims. We will not be liable for any loss, to the extent that the total loss exceeds £3 million. We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses, or any damages, costs or losses attributable to lost profits or opportunities. We can only limit our liability to the extent the law allows. In particular, we cannot limit our liability for death or personal injury caused by our negligence.

We shall not be liable to you for any failure in the provision of our services caused by factors beyond our reasonable control.

12. Suspension and termination

We can terminate our engagement and stop our work for you on all or any matters if any of the following events occur:

if a bill is not paid when due, or a payment on account is not made within the time requested;

• if we reasonably conclude that you are not able or willing to pay our costs, or any part of our costs, whether billed or to be incurred in the future;
• if we cannot agree with you an increased estimate or quotation arising from the factors mentioned in paragraph 4;
• if it becomes impossible for us to act without being in breach of various principles and rules of conduct by which the legal profession is regulated;
• if a conflict of interests arises between you and any of our other clients, or between you and us, or there is a significant risk that this might happen;
• if we are unable to obtain clear instructions from you;
• if we feel that there has been a serious breakdown in confidence between you and us; or
• if we have any other reasonable reason for terminating.
• Instead of terminating, we may suspend our work for you. We will notify you in writing if we are suspending or terminating our work. We will give you reasonable notice that we will stop acting for you.
• You have the right to terminate our engagement at any time, but we ask you to give us reasonable notice where possible.
• If our engagement is suspended or terminated in any of the circumstances envisaged by this paragraph 12: 
• you will still be obliged to pay our outstanding bills;
• we will be entitled to deliver a bill to you for unbilled work which has been done up to the date of suspension or termination, and all the specific expenses and disbursements we have incurred or for which we may have become liable; and
• if it is not possible to calculate our costs by reference to an estimate or quotation we have given, they will be based on our hourly rates.

If we have agreed a reduced hourly rate or a fixed fee for an earlier part of the work, on the basis that we will also be instructed to carry out a later part of the work, and our engagement is suspended or terminated before we can carry out the later part, we reserve the right to recalculate our fees on our normal charging basis for the work already carried out.

13. Storage – files and documents and other items

In these Terms “your file” means any collection of papers or other material relating to your matter, documents, correspondence, opinions and reports (whether prepared by us or any other person) and all drafts and copies. “Document” means a part of your file consisting of an original executed contract, deed, document of title, trust, or other writing creating, recording or giving effect to rights, other than a letter.

We do not make any charge for storage of your file, unless we have agreed this with you in advance on account of its bulk or value or importance.

We may store your file in electronic form and destroy the physical file. If you then require material from your file, we may supply it to you in electronic form. If we store your physical file, we will do so after the date of the final bill we sent you in that particular matter and are not obliged to store it for longer. Your file will be stored and subsequently destroyed in accordance with our data retention and erasure policy, a copy of which is available on request. You authorise us to destroy your physical file after that period, except for any part of it which we have agreed to keep in safe custody for you. We will be entitled to assume that you have kept copies of all important parts of your file sent or given to us, and that nothing in your file is of unique importance or of special value, including (but not limited to) legal, literary, artistic or historical importance or intrinsic value.

Our custody of your file is subject to any risks beyond our reasonable control. You authorise us to store it on or off our premises or in the custody of whatever storage company we may use from time to time. We are not liable for any negligence or misfeasance of a storage company.

We will not normally charge for retrieving any part of your file from storage in order to do further work for you. But we may make a charge for time and specific expenses of producing, sorting, copying or sending any part of your file for you or for your other advisors or another party, whether we supply it in paper or electronic form. We may also charge for sorting or reading correspondence or documents or doing any other work reasonably required to comply with inquiries made or instructions given by you or on your behalf, relating to past matters or to your file. All such charges will be at our current fee rates at the time.

If you ask us to send any part of your file to you or anyone else, we will send it to anyone, or allow it to be collected by anyone, who appears to have your authority to receive it. We will not be responsible for it after it leaves our physical possession or liable for any loss if it is lost or damaged. We may send it by any normal means which seem to be appropriate.

We are not obliged to make copies of any part of your file which we are asked to send to you or to anyone else but will do so if you specifically ask us to do so and pay our copying charges. But we may make and retain copies if we think it is reasonable to do so for record or security or other reasonable purposes.

14. Responsibility for acts or omissions of third parties

We do not accept responsibility for the acts or omissions of any other professionals instructed by you, or by us on your behalf, to assist with the work we do for you. This covers (but is not limited to) advice, opinions and reports prepared by barristers, accountants, financial advisers, valuers, experts and other professionals. This is the case, even if their advice or opinions are incorporated in documents prepared by us.

15. Confidentiality

All the work we carry out is on a confidential basis and may be subject to legal privilege. We have strict procedures to ensure confidentiality. But you agree to waive your rights to confidentiality and privilege, so that we may disclose material, which would otherwise be confidential or privileged, to any relevant third parties in the following situations: -

• When dealing with your other advisers including
• (but not limited to) accountants, agents, financial advisers, barristers and experts in relation to work we do for you, we will be free to disclose any material relating to your affairs unless you have specifically told us not to do so.
• If you have jointly instructed us with any other party, we will be free to disclose to any of the other parties any information which you have provided to us, or advice we have given you, unless you have specifically told us not to do so.
• We are subject to regulatory requirements which include auditing by our accountants. As part of their work they will normally need to have access to our files and therefore to confidential information. Similarly, files may be subject to external auditing for accreditation and quality assessment programmes, or other disclosure for regulatory purposes. We may disclose in any of these circumstances.
• We may disclose and rely on any relevant information and documents if a third party or regulatory body intimates or brings a claim or complaint against us, or in relation to an application to any court for a ‘wasted costs order’ against us. This is so that full information is available to the court or regulatory body.
• We will disclose if we are under a legal obligation to do so, as for example in the circumstances described in paragraph 20 (Money Laundering) or in case of insolvency.
• You consent to our supplying your details to the Financial Services Compensation Scheme in the event of a banking failure.
• If you intimate or bring a claim or complaint against us, or in the circumstances of the preceding sub-paragraphs we may disclose relevant information and documents to our professional indemnity insurers and their and our advisers.

16. Limitations on our retainer

We will not provide advice on the tax consequences of transactions or the mitigation of tax unless we have specifically agreed to do so, and until we have agreed, in particular, the scope of that advice and the fees payable in respect of it.

We practise English law (including EU law as applicable in England.) We do not hold ourselves out as able to advise you on the laws of any other legal system, unless we have specifically agreed to do so. Any information we provide to you relating to such laws will be of a general nature and based purely on our non-expert general knowledge. You should rely only on advice from a lawyer suitably qualified in that other legal system.

17. Copyright

If we draft documents for you including (but not limited to) agreements, contractual provisions, precedents, letters of advice, reports, and legal opinions (any of which are referred to in this paragraph as "the Material”), the copyright in our contribution to the Material belongs to us. If you have paid all our fees for the matter in which it was drafted, you are granted a licence to use the Material for the purpose for which it was drafted (as communicated by you to us) and to copy it for record purposes.

18. Third parties

In these Terms “advice” means any advice, reports or other services we provide. Unless we expressly agree in writing, our advice is for your own benefit only, and we are not liable to anyone else in relation to that advice (including any undisclosed principal) or to anyone to whom you pass or transmit it), nor are you entitled to assign the benefit to a third party. If you disclose any of our advice to a third party, you will make it clear to them that we accept no responsibility for it to them.

No benefits under our contract with you, nor legal responsibilities arising from our advice, are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person other than you as our client.

19. Data protection

In order to provide you with legal services, for the administration of our files and records and, if you agree, to enable us to send you information about other services we offer, we will be processing (using and storing) your personal data, which includes information that identifies you, such as your name, address, job title and contact information. In some cases we may also process special categories of personal data, such as your health records, racial or ethnic origins, political or religious beliefs and/or criminal conviction and offence records.

We may be required to process your personal data in order to comply with our obligations under legislation such as the Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, the Criminal Finances Act 2017, the Foreign Account Tax Compliance Act 2010 (for clients with US ‘person’ status) and under common law. We may, on occasion, be required to share your personal data with the relevant authorities. This processing of your personal data is to comply with the law, and we would be unable to act for you without doing so.  

In addition, we may process your personal data on the basis that we have a contract with you. Alternatively, in some instances we may have a legitimate interest in processing your personal data.

Whenever we are processing special categories of personal data, and/or criminal conviction and offence records, we will only use that data to deliver the services you have instructed us to provide.

All your personal data will be processed, and erased, in accordance with our Data Retention and Erasure Policy, a copy of which is available upon request from our Data Protection Manager, Natasha Boyland.

In addition to our firm we may, when required and necessary, share your personal data with other organisations. Depending on the work we are undertaking for you the other organisations may include:

• Our firm’s ‘data processors’ who are contractors from whom we obtain operational services including IT support, message-taking, typing and secretarial support, costs draftsmen, secure document storage and shredding.
• Other ‘data controllers’ that provide professional or commercial services, such as Counsel, other solicitors, accountants, surveyors and estate and letting agents.
• Experts that you and we agree are necessary to assist us to progress your matter.
• Providers of insurance, financial and banking services to you and/or to our firm.
• HMRC, HM Courts & Tribunals Service, HM Land Registry, Councils and other national and local government bodies.
• The Solicitors Regulation Authority, the Information Commissioner’s Office (ICO) and organisations involved with the preparation, assessment and certification of quality standards for which our firm is seeking or maintaining accreditation.
• If you agree, to organisations providing marketing services to our firm.

All of the above are located in the UK.

You have the right of access to your personal data and to verify the lawfulness of the processing. If you would like a copy of your personal data that we are processing please contact our Data Protection Manager. Kindly note, we will need to verify your identity before responding to your request. Normally we make no charge for doing this, and will endeavour to send it to you within 1 month of receipt of your request. If you notice that any of the information we send you is inaccurate or incomplete, please tell us and we will rectify it promptly.

If you are dissatisfied with our response you may complain to a supervisory authority which, in the UK, is the ICO, Wycliffe House, Water Lane, Wilmslow, Cheshire SK9 5AF. The ICO’s website is at https://ico.org.uk/ There may also be judicial remedies available to you.

We will not erase or restrict the processing of your personal data during the period in which we have a legal obligation to retain that data under the applicable Act, Regulations or in common law.  

Where we obtained your personal data to fulfil our contractual obligations to you, or if we have a legitimate interest for processing your personal data for the exercise or defence of legal claims, we will erase that data as soon as it is no longer necessary to retain it in relation to the purpose for which it was originally collected. Please see our Data Retention and Erasure Policy for timescales.

We are committed to ensuring that all information we hold about you is secure. In order to prevent unauthorised access or disclosure we have implemented appropriate physical, electronic and managerial procedures to safeguard and protect that information.

Other data controller recipients of your personal data are each responsible for implementing appropriate physical, electronic and managerial procedures to safeguard and protect that information, and to keep it secure.

Data processor recipients of your personal data have provided sufficient guarantees that they have implemented measures to ensure compliance with the GDPR and to protect your rights.

We will not transfer your personal data overseas.

20. Money laundering

We wish to draw your attention to our obligations under the UK money laundering legislation. Under this legislation, if, during the course of our professional work, we know or suspect or have reasonable grounds for knowing or suspecting that an individual or entity is engaged in money laundering, we are obliged to report that suspicion to the National Crime Agency. If we fail to make a report, we will be committing an offence. The legislation also makes it an offence for us to disclose to anyone (including you) that we have made a report, if to do so might impede an investigation. These obligations are a statutory exception to our professional and legal duties to keep the affairs of clients confidential. "Money laundering" is defined in the Proceeds of Crime Act 2002. It can apply to using or dealing with the proceeds of almost any unlawful activities, in the UK or abroad, including the evasion of tax. Our policy is not to accept cash from clients. 

21. Complaints

If at any point you become unhappy with the service we provide to you then please inform us immediately so that we can do our best to resolve the problem for you. A copy of our complaints procedure is available on request. 

If we are unable to resolve your complaint then you can have the complaint independently looked at by the Legal Ombudsman. The Legal Ombudsman investigates complaints about service issues with lawyers. 

If you would like more information about this service, including the time limits for taking a case to them, please contact the Legal Ombudsman directly. You can find out more about their service by visiting www.legalombudsman.org.uk or contacting them on 0300 555 0333.

22. Insurance distribution

We are an ancillary insurance intermediary which means we can arrange insurance contracts for our clients. We are 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 distribution activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business is regulated by the Solicitors Regulation Authority, and arrangements for complaints or redress if something goes wrong, are subject to the jurisdiction of the Legal Ombudsman.

The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/firms/financial-services-register."

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

If you have engaged us in a personal capacity and are not acting on behalf of your trade, business, craft or profession, then you may be entitled to a 14 day cooling off period during which you may cancel the contract if any of the following circumstances apply:

• We met with you somewhere other than at our offices, and at that meeting we agreed to act in this matter.
• We met with you somewhere other than at our offices and at that meeting you asked us whether we could act in this matter. At some point after that meeting we agreed to act.
• We personally and individually addressed you somewhere other than at our offices and immediately afterwards effected the contract either in our offices or by telephone or email.
• We agreed to act for you in this matter during an excursion that we organised.

Should you wish to cancel the contract, please do so in writing. A cancellation form is enclosed for your convenience and use.

However, if you would like us to commence work within that 14 day period, you must confirm this to us in writing. A commence-work-early request form is enclosed for your convenience and use.

Please note that if you ask us to commence work before the end of the 14 day period, you will be liable to pay us for any work done prior to any subsequent cancellation. If you have authorised us to commence work early, your right to cancel is lost if all the work is completed before you cancel.

24. Status of these terms

These Terms replace any previous terms of business which apply to our engagement, and unless varied or replaced they will apply to any future instructions which we carry out on your behalf. If there is any conflict between these Terms and our Engagement Letter, what we say in the Engagement letter will prevail.

25. Invalidity

If any part of these Terms is held to be invalid or unenforceable, the remainder of these Terms will continue in full force and effect.

26. Governing law and jurisdiction

Our relationship with you is governed by English law and you irrevocably submit to the exclusive jurisdiction of the English courts to settle all disputes or claims which may arise from our relationship with you (including these Terms) and to grant any remedies or relief. But if we have to bring proceedings against you we may do so in any jurisdiction. In the case of a client who is established, or who holds assets, outside the jurisdiction of the English courts, we reserve the right to register any English judgment in the local jurisdiction in order to enforce the judgment. 

27. Acceptance of these terms

If you continue to instruct us after receiving these Terms you will have accepted that these Terms apply to our engagement by you, whether or not you have signed an acceptance.