Terms and Conditions of Business
1. Introduction
Our aim is to provide you with legal services of the highest quality. To achieve this, it is important that we share an understanding of the basis on which we provide our services to you. Accordingly, set out below are the terms on which we will act as your legal advisor. If you are a member of a group of companies, these terms apply to both the holding company of the group and any of its subsidiaries.
2. General
We are committed to providing you with a professional service and to give your affairs prompt and proper care, skill and attention. We will rely on you to provide us with all information when needed to enable us to deal efficiently with your matter. It is your obligation to tell us promptly of any change in, or addition to, any information you have provided to us. We will not have any obligation to verify or check the accuracy of any information you provide to us unless it is specifically agreed in writing that we should do so.
Unless otherwise specifically agreed in writing these Standard Terms of Business shall apply to all matters in respect of which you retain us. We will provide you with a separate letter of engagement which you will be asked to sign and return to us. In doing so you will be agreeing to the specific matters set out in the letter as well as these Standard Terms of Business.
3. Keeping you Informed
We are committed to keeping our clients fully informed throughout the period during which we are acting for them. This includes keeping you updated on progress; advising you of any potential problems or delays; and keeping you informed about cases. In order to be able to do your work effectively, we also need to be kept up to date. We would therefore ask that you advise us as soon as reasonably practicable, and on an ongoing basis, of any developments or other issues that may affect any matter on which we are acting for you.
4. Estimates
We are pleased to give general forecasts or to estimate fees and expenses (or the likely time which a matter may take) when we are asked to do so. However, fees, expenses and time may be affected by a variety of conditions, over many of which we may have no control. Our estimates can therefore be no more than that and must not, unless otherwise expressly agreed as such by us, be regarded as fixed price commitments. If you are concerned about fees, you may if you wish set a fee ceiling for us. When that ceiling has been reached, we will contact you before we do any further work.
5. Fees and Disbursements
Our fees for each matter will be set out in our letter of engagement and, unless otherwise agreed with you in accordance with applicable legislation, are exclusive of value added tax and disbursements. We generally review our rates each year. We would not however change the rates applying in respect of work done for you without your prior agreement.
Our usual method of charging is by reference to agreed daily or hourly rates, although we are happy to consider other arrangements with you. We may make adjustments upwards or downwards in the amount of our fees in the light of other factors, such as the novelty, complexity or importance of issues arsing in the context of the relevant matter or transaction, the extent of the responsibility involved, the customary fees for similar legal services, urgency and value. Our objective is to arrive at a fair fee in all the circumstances.
We are required by the Solicitors Regulatory Authority (SRA) to provide clients with costs information at the start of each matter and during its conduct. A large part of our work however is for regular clients dealing with multiple matters, and so to avoid unnecessary repetition in some instances we will only provide cost updates as specifically agreed with the client. This policy notwithstanding, we will advise you in every case if changed circumstances are likely to affect either the level of costs or the risks associated with any particular matter or transaction.
6. Invoicing and Payment
We will send you a note of our charges on a regular basis and, unless otherwise agreed, we will do so not less than once every month. In all cases out invoices will clearly specify the period to which they relate and what they cover.
In seeking to run our business efficiently, we calculate our costs on the basis of prompt payment. Accordingly we generally expect our invoices to be paid no later than 28 days after the date they are issued. In some circumstances, payment may be requested earlier (for example, on completion) in which case we will advise you in advance. If in any particular case you anticipate payment will be delayed, please discuss this with us at the earliest possible opportunity.
We reserve the right to charge interest at the rate due on High Court judgements when payment is not made within 28 days. We shall also be entitled to refrain from continuing to act on your behalf and to retain documents and papers belonging to you, together with our own records, until all amounts which you owe to us are paid.
It is a statutory requirement that Solicitors’ charges should be fair and reasonable. If you feel that ours are not, you have the right to have our bill reviewed by a Court (or alternatively, in the case of a non-contentious matter, by the Law Society).
Unless we have been retained by you on a conditional fee basis, when our fees will be governed by a separate fee agreement, abortive matters and transactions will be charged on a time cost basis up to but not exceeding the level of any estimate or fixed price quotation given. We may however in our absolute discretion agree to accept less than such costs.
7. No Client Account
We do not currently maintain a client account and therefore we will not hold any money on your behalf in relation to any matter or transaction.
8. Financial Services Act
We are not currently authorised by the Financial Services Authority (“FSA”) under the Financial Services and Markets Act 2000 but we are able in certain circumstances to offer a limited range of investment services to clients because we are members of The Law Society. We can provide these investment services if they are an incidental part of the professional services we have been engaged to provide.
If we consider you need investment advice but we are unable to provide it we can refer you to someone who is authorised by the FSA to provide you with that advice. You are however entirely free to obtain advice from any other party if you prefer not to consult with the party we refer you to.
If you ask us to dispose of shares or other investments then we will act in accordance with those instructions but we are unable to provide any advice whatsoever as to whether or not you should dispose of any such investments and you must seek advice from an expert who is authorised by the FSA.
9. Confidentiality
We are under a strict professional duty of confidentiality to you in respect of your matter. The only exceptions to this are where you authorise us to disclose information, where we are required to make a disclosure by virtue of applicable regulations or legislation (such as legislation on money laundering and terrorist financing which has placed Solicitors under a legal duty in certain circumstances to disclose information to the Serious and Organised Crime Agency, in which event we may not be able to inform you that a disclosure has been made or the reasons for it) or where the information is already within the public domain.
10. Conflicts of interest
We are prohibited by professional rules governing the conduct of lawyers from acting in any matter where there would be a conflict or significant risk of a conflict of interest. A conflict of interest arises when we are asked to act for a client in circumstances where:
the work we are requested to do for that client is against the interests of another client, for example advising on a claim that might be made against that other client; or
where we have information as a result of acting for one client which would be relevant to work which we are requested to do for another client.
We are not, however prevented from acting for another party in relation to a matter in which you are also involved, if that other party does not have interests adverse to you.
11. Money Laundering
We are required by money laundering legislation to verify the identity of our clients and of any individuals who purport to give instructions on their behalf. If we do not receive sufficient evidence of identity, we will not be able to act. Under the legislation, we may also need to raise enquiries as to the source of client assets and the source of funds to be used with respect to each matter in relation to which we are instructed. We reserve the right to decline the receipt of large sums of money in cash.
12. Electronic Communications
We may correspond with you by e-mail unless you advise us in writing that you do not wish us to do so. You acknowledge that e-mail may not be secure and that it is possible that e-mails can transmit computer viruses and other damaging items which it is not possible to completely eliminate. E-mail will be treated as written correspondence and we are entitled to assume that the purported sender of an e-mail is the actual sender and that any express or implied approval or authority referred to in an e-mail has been validly given. You consent to us monitoring and reading any e-mail correspondence travelling between you and any mail recipient at Shepherd Tapp.
13. Termination of Instructions
We may decide to stop acting for you on giving reasonable written notice where we have good reason to do so including without limitation any conduct on your part which appears to us to be improper, dishonest or deliberately misleading or any failure on your part to make a requested payment on account, pay any interim bill, discharge any billed disbursement or provide instructions following a request from us. You may withdraw your instruction from us at any time. If you do withdraw your instructions and request delivery of your papers we shall co-operate with such request and comply with it subject to our right (“lien”) to retain all or any of your deeds documents and papers pending settlement of all outstanding fees and disbursements.
14. Limitation of Liability
We will provide our professional services with reasonable skill and care in accordance with current law, but we will not be liable for any loss arising out of:
incomplete or incorrect information supplied by you or other professionals or a third party on your behalf;
the implementation of schemes or arrangements devised by others, unless we have agreed in writing to advise on their effectiveness prior to implementation;
the partial or total failure of any tax schemes or arrangements resulting from any subsequent change in the law, Revenue practice or other changes in circumstances outside our control.
The extent of our aggregate liability in contract, tort, under statute or otherwise in respect of any matter or transaction on which we are instructed, howsoever caused (including negligence) for loss or damage shall be limited to the sum set out in our letter of engagement, or if no sum is specified in the letter of engagement or otherwise agreed in writing between us, to one million pounds sterling (£1 million) or, if higher, the current amount of our policy of professional indemnity insurance in force at the date of any claim made by you. Under no circumstances shall we be liable for any indirect or consequential loss howsoever caused.
These exclusions and limitations shall not apply to any fraud committed by us or, our employees or consultants, or any deliberate breach of duty.
Where in relation to any loss you have causes of action against us and against a third party, we shall only be liable to you for our share of the responsibility. Except to the extent imposed by law, we do not accept any responsibility to third parties in relation to any matter on which we are instructed by you.
We do not assume any responsibility or liability whatsoever for advice given on any document that is not subject to or governed by the laws of any jurisdiction other than England and Wales.
15. Data Protection Act 1998
We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under our retainer by you, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance.
You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Shepherd Tapp, Solicitors.
16. Changes to these terms
We may modify these terms from time to time to reflect our current practice and/or changes to professional and other regulatory requirements which we are obliged to meet.
17. Resolving problems
We endeavour always to provide a legal service that is of the highest quality. If at any time you have reason to believe that we have fallen short in this respect, please let us know and we shall be pleased to work with you in a constructive manner to resolve the problem. A copy of our complaints handling policy is available on request.
18. Contracts (Rights of Third Parties) Act 1999
Persons who are not party to our contract with you shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of our agreement with you. This does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
19. Law and Jurisdiction
Our relationship with you is governed by, and construed in accordance with English Law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning our retainer by you and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.