Terms of Business
Please take time to read our terms of business. They form part of our contract with you and may answer some of your initial queries. Feel free to contact us if you require an explanation of any of the terms.
SCOTT WALBY LLP
TERMS OF BUSINESS
COMMERCIAL AND CORPORATE ON WEBSITE
Copies of these Terms of Business, which take effect from 01 April 2009, are available upon request. We reserve the right to make changes from time to time and will keep you informed of these changes. We are normally unable to act on your behalf prior to receipt of this document duly signed. If we act on your instructions, it is on the basis that these terms of business are deemed to have been agreed by you and are therefore effective.
1. Our obligations:
1.1. We will provide quality legal advice tailored to your objectives regarding the matter in which we are instructed, within the bounds of our professional duties and responsibilities as Solicitors.
1.2. We will advise you and keep you regularly informed on the work which may be required and the prospects of success for achieving your objectives and the likely degree of financial risk which you will be taking on. We will deal with your calls and letters promptly.
1.3. We will NOT be responsible for any matters about which you have not asked for advice from us. In particular, in respect of any work we do for you which may involve tax implications or necessitate the consideration of tax planning strategies. We may not be qualified to advise you on the tax implications of your matter, or the likelihood of them arising. If you have any concerns in this respect, please raise them with us immediately. This may involve detailed research to then resolve the issue and we will do so and advise you accordingly. If we are not able to advise, we may be able to identify a source of assistance to you.
1.4. We will NOT be responsible for nor will we carry out a physical inspection of any commercial property transfer which forms part of the sale of a business or any other similar transaction but if you wish us to do this for any reason, please make a specific request. We will not advise you on;
1.4.1. the planning implications unless specifically requested to do so by you, otherwise than reporting to you on any relevant information provided by the results of the "local search";
1.4.2. on the valuation of the property;
1.4.3. on the suitability of your mortgage or any other financial arrangements;
1.4.4. on environmental liabilities, where we shall assume, unless you tell us to the contrary, that you are making your own arrangements for any appropriate environmental survey or investigations. We may, however, need to obtain on behalf of the lender at your expense an environmental search.
2. Your obligations are to:
2.1. Provide us with full, true and up to date information in respect of your matter or case and provide us with your reasonable instructions to allow us to carry out your work effectively;
2.2. Deal with us in good faith and respect our professional rules and obligations.
3. Your acceptance of these terms of business
3.1. By instructing us to provide legal services to you, you are deemed to have accepted these terms of business.
3.2. Any variation to these terms must be in writing and agreed by the parties.
4. The legal status of the LLP
4.1. Scott Walby LLP is a limited liability partnership.
4.2. A limited liability partnership has its own legal identity, similar to a limited company. The persons responsible for running a limited liability partnership are called "Members" who are not personally liable for the debts of the LLP. The LLP carries professional indemnity insurance cover limited to £5,000,000 (FIVE MILLION POUNDS) per claim. Except only to the extent that the law does not permit us to exclude or limit liability, any liability of the LLP in contract or tort will be limited to such sums as may be recovered by you from the LLP's professional indemnity insurers subject to the above maximum amount of £5,000,000.
4.3. If you wish us to carry higher insurance, please let us know but any increase must be agreed in writing and may incur a further cost to you.
4.4. By accepting these terms of business, you are entering a binding legal agreement to accept legal services provided by the Members, consultants and employees of the LLP. At no time will any Member, consultant or employee of the LLP who provides you with legal services pursuant to these terms of business do so as an individual or partner. Nor will such persons do so on behalf of any third party or in any capacity other than as a Member, consultant or employee of Scott Walby LLP, being a limited liability partnership.
5. People responsible for your work
5.1. The person responsible for dealing with your work will be Malcolm Scott Walby, Senior Solicitor. If unavailable, the person who may be able to deal with your query is Samantha Francis, his assistant. We will try to avoid changing the people who handle your work, but if this cannot be avoided, we will tell you promptly of any change and why it may be necessary. 5.2. The member with final responsibility for your work is Malcolm Scott Walby.
6. Time
6.1. Time will not be of the essence in any matter unless you specifically state that time should be of the essence and a Member of the LLP confirms in writing or e-mail that we accept such a stipulation. Otherwise, in the absence of such a specific agreement between us, we accept your instructions strictly on the basis that time is not of the essence.
7. Termination
7.1. You may terminate your instructions to us in writing at any time. We will be entitled to keep all of your papers and documentation while there is money owing to us for our charges, disbursements and expenses. If at any stage you do not wish us to continue doing work and/or incurring charges and expenses on your behalf, you must instruct us to this effect clearly in writing.
7.2. If we decide to stop acting for you, for example, if you do not pay an interim bill or comply with the request for a payment on account or fail to supply appropriate proof of identity for yourself or any principal whom you may represent we will explain why and give you notice, in writing.
7.3. Under the Consumer Protection (Distance Selling) Regulations 2000, for some non-contentious instructions, you may have the right to withdraw, without charge, within 7 working days of the date on which you asked us to act for you. However, if we start work with your consent within that period, you lose the right to withdraw. Your acceptance of these terms of business will amount to such consent. If you seek to withdraw instructions, you should give notice by telephone, email or letter to the person named in these terms of business and being responsible for your work. The Regulations require us to inform you that the work involved is likely to take more than 30 days.
8. Jurisdiction
8.1. All matters between us will be governed by English law and subject to the non-exclusive jurisdiction of the English Courts and both of us irrevocably consent to the enforcement of an English judgment in any jurisdiction.
9. Our hours of business
9.1. The normal hours of opening at our offices are between 9.00am and 5.00pm on weekdays, although we may sometimes be available for appointments outside these times when this is essential.
9.2. If you are given a mobile number to call, please do so but we cannot guarantee that it will always be answered.
10. Intellectual property
10.1. Our work is licensed to you for the sole purpose of your current instructions. All other copyright and moral rights are reserved and asserted but such licence may be withheld for non-payment of fees. Our logo is a trademark and is hereby asserted.
11. Dealing with your files, papers and documents
11.1. After completing the work, we are entitled to keep all of your files, papers, deeds and other documents while there is money owing to us for our charges and expenses.
11.2. After you matter has been completed, we will store your file for the period required by the Law Society, in our archive, at no additional charge. After that, will offer the file back to you for collection or we reserve the right to destroy your file after such period as we consider reasonable, if you do not collect it. Alternatively, we may charge for storage if we ask you to collect your file and you fail to do so. We will not of course destroy any documents such as wills, deeds, and other securities, which you ask us to hold in safe custody. No charge will be made to you for such storage unless prior notice in writing is given to you of a charge to be made from a future date which may be specified in that notice.
11.3. If we retrieve papers or documents from storage, in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrieval. However, we may make a charge based on time spent at the hourly rate for trainees, paralegals and clerks for producing stored papers or documents to you or another at your request. We may also charge for reading, correspondence or other work necessary to comply with your instructions.
12. Client care
12.1. If you are unhappy with the service provided to you by us or any other matter relating to our service, please first raise your complaint in writing (not by e-mail) to the person responsible for your work, inviting him/her to attempt to rectify any problem(s) which has/ have occurred. Please allow the person responsible for your work 14 days to consider your complaint.
12.2. If you are unhappy with the response received from the person responsible for your work, please refer your complaint to the Senior Designated Member of the LLP, who will review your complaint and the response provided by the person responsible for your work.
12.3. If your complaint remains unresolved, after the review by the Senior Designated Member, the dispute may be submitted to the ADR Group Mediation Procedure or, if you prefer, you may refer your complaint to the President of the Bournemouth and District Law Society, whose address will be supplied to you upon request.
12.4. If your complaint still remains unresolved to your satisfaction, we are regulated by the Solicitors Regulation Authority and complaints and redress mechanisms are provided through the Solicitors Regulation Authority and the Legal Complaints Service.
12.5. 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 Complaints Service is the independent complaints handling body of the Law Society.
12.6. The services provided by the LLP are regulated by the Solicitor's Act 1974.
13. Communication by e-mail or fax
13.1. We will aim to communicate with you by such a method as you may request. E-mail communications cannot be guaranteed to be secure or error-free and may be lost or delayed. If you wish to communicate with us by e-mail or fax you do so at your own risk. We may need to virus check discs and email. We are not responsible for and cannot accept liability for any losses suffered as a result of the use of e-mail or fax. Important instructions should be confirmed by post.
14. Use of information relating to you
14.1. Just like any other business, marketing plays a pivotal role in our success. It is extremely helpful to us to be able to use your details for its marketing purposes. In order to do so, we need your consent. If you prefer to withhold your consent, work on your file will not be affected in any way.
14.2. The Data Protection Act requires us to advise you that your particulars are held on our database. We may, from time to time, use these details to send you information which might be of interest to you.
15. Our charges
15.1. Fixed fee work: we may agree occasionally to provide legal services for a fixed fee (exclusive of disbursements and VAT). In these circumstances, the accompanying letter will state the fixed fee which has been agreed. We will only exceed this fixed fee with your permission and if it is unavoidable.
15.2. We will try to provide you with a fee estimate wherever it is reasonable to do so. If your instructions change during the course of carrying out your work and if there is insufficient time, due to deadlines, to provide a further fixed fee, you will be charged the appropriate hourly rate for the additional work we carry out in accordance with your amended instructions.
15.3. In all other cases, we will inform you, in the accompanying letter with these terms of business, of the type of work involved and the status of the person responsible for dealing with your work. From time to time, other persons may assist with your work. You will be charged at the hourly rate appropriate to the type of work and to the status of the person(s) concerned. This work will often include meetings with you and perhaps others, reading, preparing and working on papers, making and recording telephone calls, emails, faxes and correspondence, (including e-mails), preparation of any detailed costs estimates and bills, and time necessarily spent travelling away from the office and waiting, when this is necessary.
15.4. We will try to provide you with the best information possible about your likely overall legal costs and disbursements. We will update you with regard to your legal costs and disbursements at regular intervals (not less than every six months).
15.5. You may set an upper limit on our costs for which you will be liable. If you do this, by making such a request in writing, we will not exceed this upper limit without obtaining your prior authority to do so.
15.6. We have a duty to record our time and expenses accurately. Routine letters, emails and telephone calls are charged as 6 minute units of time. Non-routine letters, emails, telephone calls, meetings, drafting, preparation and perusal of documents, travel and waiting and any other chargeable work are charged according to the actual time spent in six minute units for every six minutes. For example, you will be charged two six-minute units for a letter which takes anything over 6 minutes and under 12 minutes to draft.
15.7. In addition to the time spent, we may take into account a number of factors including any need to carry out work outside our normal office hours, the complexity of the issues, the speed at which action needs to be taken, and any particularly specialist expertise which the case may demand. In particular, in matters involving a substantial financial value or benefit to a client, a charge reflecting the value of the financial benefit may be considered. We would be happy to explain the calculation to you.
15.8. The amount charged for the work done for you by an employee, consultant or Member is calculated at the rates applicable to the type of work ("the Rates") which will be provided you upon instructions.
15.9. The Rates applicable to the work done for you:
15.9.1. These hourly Rates are reviewed periodically to reflect increased overheads costs and inflation. Normally, the rates are reviewed with effect from 1st April each year. We will inform you of any variation in our Rates applicable to the work we do for you before that variation takes effect.
15.9.2. If we agree to act for you under payment terms agreed on your behalf with an insurer, which are lower than our normal terms, we reserve the right to charge you for the difference between our terms and what you/we are able to recover from the insurer.
15.10. We will add VAT to our charges, at the rate which applies when the work is done, currently 15%.
15.11. If, for any reason your matter does not proceed to completion, we will be entitled to charge you for work done on a time spent basis and for expenses incurred. Matters which fail to complete often involve as much work as those which reach completion. Any charge made will not exceed the amount of our estimate even if the time spent would justify a higher fee.
16. Travel expenses incurred by solicitors, copying and postage charges
16.1. Any travel expenses incurred by any of the LLP's staff as a result of travelling in relation to your case will form part of your disbursements and as such will be payable by you.
16.2. The cost of any postage, couriers, out-going telephone calls, and fax messages relating to your case where any such expenses are unusually heavy or are incurred in unusual circumstances will form part of your disbursements and will be payable by you.
16.3. The cost to the LLP of photocopying documents relating to your case where any such expenses are unusually heavy or are incurred in unusual circumstances will form part of your disbursements and will be payable by you.
17. Expenditure incurred by the LLP to third parties on your behalf ("disbursements").
17.1. The LLP may have to pay out various other expenses on behalf of clients such as Company or Land Registry fees, search fees, expert's fees, Stamp Duty Land Tax and so on. VAT is payable on certain expenses. We refer to such payments generally as 'disbursements'.
17.2. You are entirely responsible for paying for any disbursements in advance if required to do so.
17.3. If we are holding sufficient funds to cover any outstanding legal costs and disbursements, at the conclusion of your matter, and we have sent you a bill, we may deduct any outstanding legal costs and disbursements from the funds held on your behalf. This deduction is subject to your right to ask for the bill to be assessed together with your other statutory rights.
17.4. From time to time we arrange for some of this work to be carried out by persons not directly employed by us. Such work will be charged to you at the hourly rate which would be charged if we had done the work ourselves.
18. Payment arrangements
18.1. We will render interim bills to you from time to time, usually monthly, in connection with ongoing work and ask for sums of money from time to time on account of charges and expenses unless specifically agreed otherwise by us in writing. There is no right to set off any claims by you against our outstanding invoices.
18.2. If any bill or request for payment is not met with prompt payment delay in progressing your matter may result. In the unlikely event of any bill or request for payment not being met, we reserve the right to stop acting for you further.
18.3. Payment of bills is due to us within 30 days of our sending you a bill. We reserve our rights under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 with respect to invoices which remain unpaid after 30 days.
18.4. The common law entitles us to retain any money, papers or other property belonging to you which properly came into our possession pending payment of our costs, whether or not the property is acquired in connection with the matter for which the costs were incurred. This is known as a "general lien". We are not entitled to sell the property held under a lien, but we are entitled to hold the property, other than money, if the value of it greatly exceeds the amount due to us in respect of costs
18.5. Please raise queries on bills promptly. You have the right to have a bill assessed under the Solicitors (Non-Contentious Business) Remuneration Order 1994 provided you request such an assessment within one month of receipt of invoice. We do not recognise unofficial assessments by third parties.
18.6. We are unable to accept payments of more than £500 in cash at a time in respect of any payment, disbursement or deposit. If clients circumvent this policy by depositing cash direct with our bank we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds. Monies due to you from us will be paid by cheque or bank transfer, but not in cash and will not be made payable to a third party.
18.7. If any direct transfer of funds is made from our bank account to any external account using the bank's transfer system (to ensure that the funds are credited as cleared funds immediately on receipt), we will make a charge to offset against those bank charges.
18.8. In some cases and transactions you may be entitled to payment of costs by some other person. It is important that you understand that, in such circumstances, the other person, may not be required to pay all charges and expenses which you incur with us. You have to pay our charges and expenses in the first place and any amounts which can be recovered will be a contribution towards them. The other person will not be liable to pay the VAT element of your costs if you are able to recover the VAT yourself.
19. Interest on any money held on your behalf in the LLP's client account
19.1. Any money received on your behalf will be held in the Scott Walby LLP's Client Account. Subject to certain minimum amounts and periods of time set out in the Solicitors' Accounts Rules 1998, interest will be calculated and paid to you at the rate from time to time payable on The Royal Bank of Scotland Designated Client Accounts. The period for which interest will be paid will normally run from the date(s) on which funds are received by us until the date(s) of issue of any cheque(s) from our Client Account.
19.2. Where a client obtains borrowing from a lender, we will ask the lender to arrange that the loan cheque is received by us a minimum of 5 working days prior to the completion date. If the money can be telegraphed, we will request that we receive it the day before completion. This will enable us to ensure that the necessary funds are available in time for completion. Such clients need to be aware that the lender may charge interest from the date of issue of their loan cheque or the telegraphing of the payment.
20. Third party rights
20.1. The Contract (Rights of Third Parties) Act 1999 is excluded from this agreement.
21. Losses incurred by you as a result of the LLP's compliance with any statutory or regulatory requirement
21.1. We will not be liable for any loss, damage or delay arising out of the LLP's compliance with any statutory or regulatory requirement.
22. Financial Services and Insurance Contracts
22.1. If while we are acting for you, you need advice on investments, we may refer you to someone who is authorised by the Financial Services Authority, as we are not. However, as we are regulated by the Solicitors Regulation Authority, we may be able to provide certain limited investment services where these are closely linked to the legal work we are doing for you.
22.2. We are not authorised by the Financial Services Authority. However, we are included on the register maintained by the Financial Services Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong is regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register.
23. Identity, Disclosure and Confidentiality requirements
23.1. We are entitled to refuse to act for you if you fail to supply appropriate proof of identity for yourself and for any principal whom you may represent.
23.2. Solicitors are under a professional and legal obligation to keep your affairs confidential. By signing these terms of business and returning them to us, you authorise us to disclose to other parties in your matter and if applicable to all other parties in the chain of transactions and their agents and advisers all information which we have in relation to your involvement. You may withdraw this authority at any time but, if you do so, you should appreciate that we will inform the other parties and their agents or advisers that this authority has been withdrawn.
23.3. This obligation is also subject to a statutory exception. Legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain circumstances to disclose information to the Serious and Organised Crime Agency. When the person dealing with your matter knows or suspects that your matter involves money laundering or terrorist financing, we may be required to make a disclosure. We may not be able to inform you if a disclosure has been made or of the reasons for it, because the law prohibits "tipping off". Where the law permits us, we will tell you about any potential problem and explain what action we or you may need to take.
23.4. We may be subject to audit or quality checks by external organisations. We may also outsource work. This might be, for example, IT maintenance, instructing Counsel, typing, bulk photocopying or cost drafting or research and preparation. Information may therefore be made available in such circumstances.
24. Commercial clients
24.1. Where we act for two or more clients jointly, or for a company, it is on the clear understanding that we are authorised to act on instructions from either or both or any of them or from any director of the company.
24.2. By instructing us to act on behalf of a limited company, we require that a director and/or controlling shareholder agrees to sign a personal guarantee in respect of our charges and expenses. If such a request is refused, we shall be entitled to stop acting and to require immediate payment of our charges on an hourly basis and expenses as set out below.
24.3. Instructions received from an individual in a company, partnership or limited liability partnership shall be deemed to be the liability of both the corporate entity and the individual, on a joint and several basis. By accepting these terms of business, the director/partnership/members/authorised persons agree to be personally liable for payment of our fees on behalf of that company, partnership or limited liability partnership.
24.4. The director(s) signing these terms and conditions on behalf of the client company accepts personal liability for payment of invoices rendered by Scott Walby LLP.