Terms of Business

Terms of Business

INTRODUCTION

These terms of business contain important provisions that limit our liability, in broad terms, to £10 million. They may not be varied unless agreed in writing and signed by a partner in Cripps Harries Hall LLP.

As from 1 May 2010 all work we do for you is governed by these terms of business and any agreed written variation. This is an important document. Please keep it for future reference.

 

CRIPPS HARRIES HALL LLP

In these terms of business “we” or “our” refer to Cripps Harries Hall LLP (‘the LLP’).

Your relationship is solely with the LLP, and the LLP has sole legal liability for the work done for you and for any act or omission in the course of that work. No member, consultant or employee of the LLP will have any personal legal liability for that work whether in contract, tort or negligence. In particular, the fact that an individual member, consultant or employee signs in his or her own name any letter or other document in the course of carrying out that work does not mean he or she is assuming any personal legal liability for that letter or document.

We use the word “partner” to refer to a member of the LLP, or an employee or consultant who is a lawyer with equivalent standing and qualifications.

No reference to a “partner” is to imply that any person is carrying on business with others in partnership for the purposes of the Partnership Act 1890.

 

OUR RELATIONSHIP

We value our relationship with you and welcome any suggestions for its improvement. Unless our work involves the resolution of a dispute, when the special terms on page 6 will apply, we will not appoint an agent or subcontract our work to anyone else without your consent.

 

Relationship manager

One of our partners or senior solicitors has been appointed to be responsible for the overall supervision of our work for you. Please contact him or her if you have any query.

 

Availability

Our offices are open from 8.00 am to 6.00 pm on weekdays (excluding bank holidays). We will, however, always endeavour to be available outside those hours as need arises.

 

YOUR WORK

We will agree with you at the outset the scope of the work required. We are not responsible for matters that are outside the scope of the work agreed, or that would not normally be considered part of a solicitor’s duty in relation to that work.

Unless we have agreed to do so in writing, we do not advise on tax and we do not advise on the commercial wisdom of a matter.

Where possible we will also agree a timetable and an estimate of cost.

 

Who does your work

Work will be done by those able to do it competently and cost-effectively. If they are not partners they will be appropriately supervised. We will agree with you who handles your work and not make changes unless it is necessary – to bring in specialist help, for example, or while someone is on holiday. We will inform you if this happens.

 

Our duty

We have a duty to act on your reasonable instructions, subject to our legal and professional duties as solicitors. We will keep you regularly informed of progress. Our relationship is with you, and we owe a duty of care only to you. No other person may rely on our advice or on these terms without our prior written agreement.

 

Our Liability

Despite our best efforts we may make a mistake, by which we mean any breach of our duties to you. If we do, and are liable to compensate you, you agree that our liability is limited in the following respects:

  • it is the LLP that is liable, not an individual partner or member of staff; you agree to make no claim against an individual except for fraud. You and we intend that this clause is for the benefit of, and shall be enforceable by, the partners and staff under the Contracts (Rights of Third Parties) Act 1999;
  • our maximum liability for any mistake (except for fraud) is £10 million including contractual and statutory interest (unless we agree a different amount with you in writing);
  • this overall limit applies whether the mistake affects just one piece of work we do for you or several, so long as it is the same or a similar mistake;
  • for the purpose of the overall limit, more than one mistake on a matter or transaction is considered as one mistake;
  • we are liable for loss that we directly cause and for any indirect or consequential loss or loss of anticipated profit or other benefit, where that total liability does not exceed £10 million. Otherwise we have no liability for any indirect or consequential loss or loss of anticipated profit or other benefit;
  • we are not liable to the extent that our mistake results from something you do or fail to do (such as giving us the wrong information, or not giving us information at the time we ask for it);
  • if others are also responsible for your loss, our liability is limited to our fair share of the proportion which is found to be fairly and reasonably due to our fault, whether or not you are able to recover the rest from the others. We shall not be liable to pay you the proportion which is due to the fault of another party. This clause is subject to the minimum £3 million restriction on limiting liability prescribed by the Solicitors Regulation Authority;
  • these limits on our liability shall apply to work done under this contract and any future work unless we agree different terms with you;
  • we shall not be liable for any loss arising from or connected with our compliance with any statutory obligation which we may have, or reasonably believe we may have, to report matters to the relevant authorities under the provisions of the money laundering legislation;
  • we believe the limitations on our liability set out in this section are a reasonable amount having regard to our assessment of:
    • the amount of any likely liability to you if we make a mistake;
    • the availability and cost of professional indemnity insurance; and
    • possible changes in the future availability and cost of insurance;ÿ

but we are happy to discuss the limit with you if you consider it insufficient for your purposes, and if appropriate we may then consider whether we are able to provide a higher limit at extra cost.

These limits apply to the extent that they are permitted by law. We cannot, for example, avoid full liability if our mistake causes death or personal injury. If any part of this section of our terms which seeks to limit liability is found by a court to be void or ineffective on the grounds that it is unreasonable or does not accord with any professional obligation, the remaining provisions shall continue to be effective.

If you think we have made a mistake we have no liability for any breach of our duties to you unless you let us know in writing about the mistake within 24 months of becoming aware of it, and start any legal proceedings about it within 12 months of giving us that written notice.

 

CONFIDENTIALITY

We will keep confidential all information about you and your business and not disclose it to anyone outside the LLP without your consent. You do consent to that disclosure:

  • in the proper handling of your work;
  • on a confidential basis to auditors who make random checks of files;
  • to our professional indemnity insurers;
  • where compelled by professional regulations or by law, such as a court order;
  • on a confidential basis to any external provider of administration services.

If we are compelled to disclose information, or if you ask us to object to disclosure, we may charge for the work involved.

 

Publicity

We both agree not to issue any publicity material or information to the media about our relationship and the work we are doing without the other’s consent, save where the information is already in the public domain.

 

Email

We routinely use email to communicate, and whilst we have normal levels of security in place, you accept the risk that email communications may not be secure.

 

Money laundering activity and proceeds of crime

You accept that we must comply with the law and professional rules about money laundering and proceeds of crime. We have to check the identity of all clients. We subscribe to an on-line identity verification service and we may use this to satisfy ourselves as to your identity. In most cases this service will enable us to confirm your identity without requiring documentary evidence such as passports. We will notify you in advance if we intend to use this service. A small administration charge will be payable. We will not be able to receive any money from you or pay it on until we have confirmed your identity.

We also have to report, without telling you, any activity that we suspect may involve the proceeds of crime. We may in some circumstances have to stop acting for you as a result of the money laundering legislation.

The proceeds of crime are defined very widely and include, for example, money gained as a result of unlawful tax avoidance or through the evasion of payment of any similar charges or duties. Our duty to report may override any duty of confidentiality that we owe to you, and legal professional privilege (your right to refuse disclosure of documents relating to advice given to you) may not apply in these circumstances.

We also follow Law Society guidelines and restrict the amount of cash that we are prepared to receive from clients. Our limit is currently £1,000. Please contact your relationship manager if you think this may be a problem. However, if you exceed this limit 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.

 

DATA PROTECTION

We comply with the current law on data protection. We store and process information about our clients in the context of our business. We are able, in most circumstances, to supply you on request with copies of the information which we store about you and your business.

You accept that to enable us to comply with our obligation to check your identity, to make credit decisions about you and to prevent fraud we may search the electoral roll and the files of credit reference agencies who will record any credit searches on your file.

 

Newsletters

We send out news of services, seminars or items of interest to our clients. We may send these by post or by e-mail. If you do not wish to receive this material, please tell our Database Manager (e-mail: This e-mail address is being protected from spambots. You need JavaScript enabled to view it ).

 

CHARGES

We normally agree the basis of charging in advance. Our aim is to be entirely open with you. We are happy to provide copies of our accounts with you and computerised time records on request. We review charges annually, usually from 1 May.

 

Time charges

Where we agree to charge on a time basis, the fee is calculated by multiplying the time spent, recorded in sixminute units, by the hourly charging rates of those working for you. We will let you know these hourly rates and if the rates change (through promotion, for example, or at the annual review of the costs of running our business). Hourly charging rates are based mainly on the level of skill and experience of the person involved.

 

Time charged

We normally charge for time spent on your work in:

  • meetings;
  • travelling (where that time cannot be usefully spent on work for others);
  • reading, preparing, negotiating and working on documents;
  • research;
  • dealing with mail (letters, faxes and email);
  • making and receiving telephone calls;
  • attending court or other formal proceedings, including waiting time;
  • preparing notes of meetings, of telephone calls and of proceedings;
  • complying with professional and statutory requirements (for example - money laundering regulations).

The time charged in an invoice may include anticipated time.;

 

Money on account

We may at any stage ask you to pay us money on account of fees we reasonably anticipate will be incurred. If you do not make a payment on account when asked to do so then we will be entitled to stop working for you.

 

Additional charges

Whilst routine overheads are included in our agreed charges, we may charge you for non-routine photocopying, and for generation of certain other documents

 

Expenses (sometimes called disbursements)

You are responsible for paying expenses we incur on your behalf (for example Land Registry, Companies House and court fees, travel, couriers and printing and binding). These are added to the invoice at cost. Where they exceed £100 we will ask for payment on account. We try to give an estimate of expenses before they are incurred.d

 

Transfer of money

Where we have to transfer money on your behalf we cannot do so until the money has cleared the banking system. If the money has not been cleared we will not make the payment for you. We may charge you an administration fee for money transfers made on your behalf.

 

Travel and accommodation

Where we need to travel for your work we do so by the most appropriate means. Hotel accommodation is of a suitable business standard. Actual costs are charged, apart from travel by car where a standard mileage charge applies.

 

VAT

VAT is payable on fees and expenses at the applicable rate.

 

INVOICES

We normally send out invoices on a monthly basis, then a further invoice when the work has been or is about to be completed. This applies unless we have agreed with you a different billing frequency or only to invoice at agreed stages in a case or transaction.

 

Money we hold

We may pay any outstanding invoice by deduction from money we hold on your behalf (including money received from others). We follow the Solicitors Regulation Authority’s rules in deciding whether interest is payable on money that we hold on your behalf.

 

Overdue invoices

Invoices must be paid within 14 days. If not, we may charge interest on the overdue amount. Interest will be charged on a daily basis at the official rate payable on judgment debts (which is usually close to standard commercial rates) and we may also be entitled to:

  • recover any costs we incur in collecting the overdue amount;
  • do no further work for you until we are paid in full (or we may choose not to do any further work for you at all);
  • retain all papers until we are paid in full.

 

Queries

If you have a query on an invoice, please discuss it as soon as possible with the person who is dealing with your work. If you are not satisfied, please follow the procedure outlined under ‘Complaints’ below.

 

PAPERS AND DOCUMENTS

We will retain your deeds, securities and other important documents, as long as you want us to, in a secure storage area under our control. We will keep other papers for six years from the date of the final invoice and then destroy them.

We will make a single charge, currently £30, for storage of title deeds and securities. We do not normally charge for storage of other documents, where we continue to work for you.

Where you require urgent delivery of documents or deeds stored with us we will pass on to you the charge to us, currently £45. We do not presently charge for nonurgent delivery.

 

Copyright

We own the copyright in any work we create and this copyright will not be transferred to you although you have our licence to use our work for the purposes for which it was created. We have the right to be identified as the author of the work and to object to any misuse of it.

We may wish to store any counsel’s opinion or other document created in the course of our work for you in our Know How system. You agree that we may do so unless you have told us in writing that you object. If we store any documents in this way we will ensure the system is secure, confidentiality is maintained and that any identifying references are removed.

 

HOLDING YOUR MONEY

If we hold money on your behalf, we will place it in a bank account (‘client account’) designated for clients’ money that meets the requirements of the Solicitors’ Accounts Rules. Our main bankers are Barclays Bank, but we also hold accounts with other banks from time to time and we will provide details on request.

It is unlikely that we will be liable for losses resulting from a banking failure. If you suffer loss of money held in our client account due to failure of the bank and we make a claim on your behalf under the Financial Services Compensation Scheme (FSCS) we will, subject to your consent, give certain information about you to the FSCS to help them identify amounts to which you and other clients are entitled.

The FSCS indemnity is available to individuals only. You should note that the £50,000 FSCS indemnity limit applies to each individual. Accordingly, if you hold other money in the same bank the limit will be £50,000 in total (i.e. your other money will be aggregated with the money we hold for you in that bank). Remember that some deposit taking institutions have several brands or trade names. The £50,000 limit applies per institution, not to each brand. You should check either with your bank, the Financial Services Authority or a financial adviser for more information.

 

INVESTMENTS AND FINANCIAL SERVICES

We are regulated by the Solicitors Regulation Authority, but we are not authorised to advise on financial and investment matters. We may therefore have to refer you to someone who is authorised.

 

INSURANCE MEDIATION

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.

The Law Society of England and Wales 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. If you are unhappy with any insurance advice you receive from us, you should raise your concerns with either of these bodies.

 

EQUALITY AND DIVERSITY

Cripps Harries Hall LLP is committed to promoting equality and diversity in all of its dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.

 

COMPLAINTS

If you are unhappy about any aspect of the service you have received or about any invoice you should contact your relationship manager with full details of your complaint. We will investigate the matter promptly and thoroughly and provide a written response. We will also provide a copy of our complaints procedure on request. If you are still unhappy, you should refer the matter to our Senior Partner, Michael Stevens, who will review the handling of your complaint and report back to you in writing.

If for any reason we are unable to resolve any problem between us you may bring the matter to the attention of the Legal Complaints Service (the “LCS”) (Victoria Court, 8 Dormer Place, Leamington Spa, Warwickshire CV32 5AE) or of the Office for Legal Complaints. The time limit for referral of complaints to the LCS is 6 months from the end of the work we did for you, or of you finding out that there was a problem. See www.legalcomplaints.org for further information. If your complaint concerns an invoice you may also apply to the court for an assessment under Part III of the Solicitors Act 1974.

 

ENDING OUR RELATIONSHIP

You may ask us to stop acting for you at any time. If so, please confirm that in writing. We may choose to stop acting for you, but only if we have good reason to do so (for example, if you do not give us instructions, or do not make a payment when due, or if a conflict of interest arises) and we will give you as much notice as we can. If we stop acting for you we are still entitled to be paid for what we have done, and may keep your papers until we have been paid.

 

JURISDICTION

These terms and our relationship will be governed by English Law. We each submit to the exclusive jurisdiction of the English courts.

 

DISPUTE RESOLUTION

Where the work we do involves the resolution of a dispute:

 

Legal costs and expenses

You are responsible for our charges and any expenses whether you win or lose the dispute. Even if you are successful you may not be able to recover any of them from the other party, which will almost certainly be the case if the other party receives public funding. You may also be ordered to pay the legal costs and expenses of others if, for example, you lose your case, stop defending it or discontinue a case you started. If during a case the court orders you to pay another party’s legal costs and expenses they will normally be payable within 14 days. If you fail to pay you risk losing your case.

 

Third party payment of legal costs

If another person has agreed to pay all or part of our charges or expenses you will still remain liable for those costs. You accept that we may keep that third party informed about the progress of any dispute and the costs and expenses which are incurred. Third party funding may be provided by your employer, professional body, Trade Union or under a legal expenses policy. Legal expenses policies are often added to Household or Motor Insurance policies. If we have not been notified about third party funding we will proceed on the basis that no such funding is available to you.

 

Public funding (“Legal Aid”)

We do not undertake work which is funded by the Legal Services Commission (formerly “Legal Aid”). If you believe that you may be eligible for public funding and you have not already discussed this with us then you must notify us immediately. Otherwise we will proceed on the basis that you have chosen not to apply for public funding even if you might be eligible.

 

Third party access to court documents

Under court rules third parties can ask the court for copies of any statement of case that we send to court on your behalf. Statements of case are the documents in which we set out your claim or defence. We will assume, unless you tell us otherwise, that you agree to this. If you are concerned about information in statements of case becoming public knowledge then it is important that you let us know as in some cases the court will agree to restrict access to these documents.

 

Decisions and Instructions

You authorise us to make routine or administrative decisions on your case without asking you first, although we will keep you informed. Dispute resolution, in particular litigation, is subject to detailed rules and deadlines. We are not responsible if you fail to give us instructions in time to comply with those rules and deadlines.

 

Operative from 1 May 2010