General Terms of Business
- Formation of Contract
1.1
This document sets out our terms of business (“the Terms”) which apply in all cases in addition to any other terms of engagement of which we may notify you in writing in our letter of engagement.
1.2
In the event of a conflict between the Terms and our letter of engagement to you, the letter of engagement shall prevail.
1.3
Our letter of engagement to you together with the Terms constitute the contract between us (“the Contract”) which will also apply retrospectively if we have begun to provide you with services before the Contract is formed.
- The Practice
2.1
Sharp & Rimmer Solicitors is authorised and regulated by the Solicitors Regulation Authority, SRA ID: 599595. We are subject to the SRA Code of Conduct 2011 which can be found www.sra.org.uk/solicitors/handbook/code/.
- Client Care
3.1
We shall be entitled to assume that the person providing us with instructions has actual authority to do so and that the information they provide us with can be relied upon.
3.2
If instructions are provided to us by a company, LLP or other organisation we shall be entitled to assume that the Terms, together with our letter of engagement, have been considered and approved by the directors of the company, members of the LLP or the appropriate officers of any other organisation.
3.3
Where we are instructed by one or more clients (persons or legal entities), the liability of each is joint and several. Each client irrevocably permits us to disclose to any other of the joint clients any information relevant to the retainer. If any joint client ends this permission during the retainer, or a conflict arises between them, we may suspend or terminate the retainer.
3.4
Once you have provided authority to us to give an undertaking to another party for the payment of any sum or the performance of any action, you are deemed to provide us with authority to perform that undertaking subject to our reasonable satisfaction that the terms of the undertaking have been met.
3.5
It is important that you supply to us, as soon as you can, all relevant information to enable us to act and to continue to act effectively on your instructions.
3.6
The conduct of your work will be dealt with by Ed Rimmer.
3.7
We aim to offer an efficient and effective service to all our clients and we will deal with your work in a competent and professional manner and with care and diligence.
- Communications
4.1
We will correspond with you by email where appropriate but are bound to point out that e-mail communications are not secure. Should we receive an e-mail from you, we will assume (unless you tell us otherwise) that you are prepared for us to respond by e-mail, despite the likely confidential nature of our communication.
- Conflict
5.1
We carry out conflict checks in every matter as soon as it is practicable to do so. We have a number of procedures in place to ensure that any issues which arise can be discussed with you and dealt with as quickly and efficiently as possible.
5.2
We have a professional obligation not to act for you, or any other client, in a situation where there is an actual or significant risk of a conflict with either the interests of another client or our own interests.
5.3
If you become aware of an actual or potential conflict of interest at any time while we are acting for you please discuss it with us immediately so that we may endeavour to resolve the issue in the most advantageous way to all clients concerned. If we do have to cease acting for you, you will still be responsible for our charges up to that time.
- Cost Information
6.1
We record the time spent working on each client matter. Depending on the type of work, we will assess our charges by reference to the cost of time expended and other relevant factors, such as the urgency and complexity of the matter, the specialist knowledge and responsibility involved and the value and detail of the transaction.
6.2
For many types of work an hourly charging rate or rates will be used and we will provide you with appropriate details of these rates. We review such rates from time to time, and they may vary during the course of work we are carrying out for you.
6.3
We record time in six minute units and our time spent working on your matter will include meetings with you and others including any time spent travelling; considering, preparing and working on documents including any necessary legal research; correspondence with you and others including emails and telephone calls; attending to regulatory requirements; preparing attendance notes; attending court; file opening and compliance procedures and preparing and providing copies of any relevant documents for you after a matter has completed.
6.4
We will normally provide you with an estimate of fees that will be incurred. Estimates can only be approximate and should not be regarded as fixed quotations. Where unexpected difficulties arise during the course of a matter which will involve greater charges being incurred, we will give you, where possible, a revision of the estimate. For certain work, fixed charges or charges up to a maximum level may be agreed.
6.5
To allow you to budget for charges, we normally submit interim invoices at regular intervals depending upon the type of work, the circumstances of the case and the time spent on the matter. We may also ask you to pay in advance for certain expenses that will necessarily be incurred on your behalf.
6.6
Any payments made to third parties in carrying out your instructions will be added to our charges. There may be a delay in invoicing disbursements incurred on your behalf if we have yet to receive the relevant invoices from suppliers and, as a result, our invoices should not be considered final in respect of disbursements and expenses.
6.7
We will, in addition, charge VAT at the prevailing rate in force, in any case where we are obliged by law to charge VAT. Our VAT registration number is 132 4303 18.
6.8
If the Consumer Contracts Regulations 2013 apply, you have the right to withdraw your instructions to us on any new matter within fourteen days without charge unless you have confirmed your instructions to us at a meeting or you have agreed in the meantime that we should begin work on the matter.
- Limitation of Liability
7.1
Except to the extent that we expressly agree with you otherwise in writing, the Contract shall not confer a benefit on any third party and no third party shall be entitled to enforce any of its terms or otherwise to rely upon it.
7.2
All advice, documents and information we give to you must only be used by you in connection with the matter on which we are providing you with our services and must not be disclosed to any third parties without our prior written consent.
7.3
We only provide advice relating to the laws and jurisdiction of England and Wales.
7.4
We shall not be liable for failing to provide services which relate to any matter which falls outside of the scope of the Contract. We do not have any responsibility to notify you or advise you in relation to any event or change in the law which occurs after we have finished providing you with the relevant service.
7.5
We shall not be liable for any loss or damage which arises as a direct or indirect result of the provision of our services to you being adversely affected by reason of circumstances beyond our reasonable control. We will notify you immediately if any such circumstances arise and keep you informed if any revisions to our services are necessary as a result of these circumstances.
7.6
We shall not be liable for any indirect loss or damage or loss of profit, income or anticipated profit which arises in any circumstances whatsoever, whether in contract, tort, negligence, for breach of statutory duty or otherwise and howsoever caused.
7.7
Our liability for any claim in contract, tort, negligence, for breach of statutory duty or otherwise for loss or damage, costs, expenses or interest howsoever caused arising out of or in connection with the provision of the services shall be limited to the sum of £2 million.
7.8
Unless expressly agreed with you, we will not provide tax advice, whether in relation to a transaction that is proposed or otherwise. Where there may be tax implications and we have not expressly agreed to advise on them, you should consult your internal or external tax advisors. We can refer you to specialist tax advisors on your request.
- Billing and Payment Arrangements
8.1
All bills which we send to you become due for payment when we issue them and we reserve the right to suspend or terminate our services to you until we receive payment. If a bill, or part of a bill, remains unpaid for more than 30 days after the date of the invoice we reserve the right to charge interest at the court judgment rate (currently 8%) until we receive full payment. You will also be responsible for any costs and expenses which we incur in recovering amounts due from you, and for our standard administration charge for recovery.
8.2
We have a legal right, a lien, and a contractual right to retain any money, documents or property belonging to you which is in our possession until we receive payment for all outstanding sums due to us, whether or not those funds, documents or property are held in connection with the matter to which our unpaid charges and expenses relate.
8.3
Any money held by us on your client account will be taken in payment or part payment of our invoices within 14 days of the invoice unless those funds are held by us for another purpose.
8.4
If you have agreed with a third party that they will be responsible for payment of some or all of our invoices on your behalf and payment is not made by them in accordance with the Terms, you will be responsible for the payment of any outstanding amount.
- Client Funds
9.1
Money which we hold on your behalf will usually be deposited in our general client account. In certain circumstances these funds will be held in a designated client account. The treatment of client money and accounts is regulated by the Solicitors Regulation Authority and detailed in the Solicitors’ Accounts Rules 2011 (“the Accounts Rules”) which can be accessed at www.sra.org.uk.
9.2
Under the Accounts Rules we are obliged to account to all our clients for any interest earned on client accounts where it is fair and reasonable for us to do so. A copy of our policy on the payment of interest on monies held in client accounts is available on request.
9.3
We will deposit all money that we receive in connection with our providing services to you with Barclays Bank plc. However, we cannot guarantee the security of the money held in our client accounts against the risk of losses arising from the failure or default of Barclays Bank plc. If it should fail to remit the money to you, to us, or to a third party on your behalf, we will have no liability to make good any shortfall or otherwise to compensate you for any loss you suffer as a result, unless we acted in breach of the Contract. In that case, our aggregate liability to you and to all other persons who suffer loss as a result of the bank’s failure shall be limited to a maximum of £2 million, or to such higher amount as may from time to time be required by our professional rules or by law.
9.4
In the event that such a default occurs you may be entitled to compensation under the Financial Services Compensation Scheme (FSCS). The FSCS is the UK’s statutory fund of last resort for customers of banking institutions. The FSCS can pay compensation up to £85,000 if a banking institution is unable, or likely to be unable, to pay claims against it and the FSCS will apply to qualifying balances held in our client account. The limit is £85,000 per banking institution. If you hold other personal money in the same banking institution as our client accounts, the limit remains £85,000 in total. Some banking institutions have several brands. The compensation limit is £85,000 per institution, not per brand. You should check with your banking institution, the FCA or a financial advisor for more information. The FSCS also provides up to £1m of short-term protection for certain high balances, including balances relating to property transactions and inheritance. This is called the Temporary High Balance Scheme and, if it applies, protection lasts for a maximum of six months. In the unlikely event of a deposit-taking institution failure, we will presume (unless we hear from you in writing to the contrary) we have your consent to disclose necessary client details to the FSCS.
- Termination of the Retainer
10.1
You may terminate your instructions to us at any time by providing us with written notice.
10.2
We may decide to stop acting for you but we will not do this without first providing you with reasonable notice in writing of our decision. We will not cease acting for you without a good reason for doing so which could include, but is not limited to, your failure to pay us any sum due or comply with our request for a payment on account, your insolvency, the discovery of a conflict of interest, your failure to provide us with evidence of identity or information relating to the source or destination of funding, your asking us to break the law or a professional rule, our being prevented from acting by the National Crime Agency (“NCA”), a breakdown of the relationship of trust between us and you or any other breach of the Terms.
10.3
If, for any reason, a matter cannot be completed (or if you withdraw your instructions or we cannot continue to act), we will make a reasonable charge for our work, together with any expenses incurred on your behalf and VAT. For a matter which does not proceed, you will normally be responsible for our charges, even in a case where a third party would have been responsible for payment had the matter been completed.
11.1
We try to make every effort to meet our clients’ needs and expectations. However, should we fail to do so in any respect and a client wishes to make a formal complaint, this guide sets out the procedure to be followed. Our aim is to resolve complaints promptly and to learn from them, making any necessary improvements to our services. We have eight weeks to consider your complaint. If we have not resolved it within this time you may complain to the Legal Ombudsman (contact details below).
11.2
You may complain to Ed Rimmer by telephone (01326 270291), post (Sharp & Rimmer Solicitors, Hillhead, St. Mawes, Cornwall TR2 5AL), fax (01326 270291) or email (ed@sharp-rimmer.co.uk). We ask that you identify the matter in question and that you provide a concise summary of your complaint, together with your contact details.
11.3
We will acknowledge your complaint within three working days of receipt and give you a likely timescale for responding to your complaint.
11.4
As to timescale, we aim to provide a detailed response within 15 working days of our letter acknowledging your complaint. However, in cases where we need to obtain further information or the matter is particularly complex, this may not be possible; we will then write to you explaining the reason for the delay and giving you a new date as to when you can expect to receive our detailed response. We may also ask you to meet with us in order to discuss your complaint, as part of the resolution process.
11.5
If you are still not satisfied you have a right to complain to the Legal Ombudsman, an independent complaints body, established under the Legal Services Act 2007, that deals with legal services complaints.
Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint or within six years of the act or omission about which you are complaining occurring (or if outside of this period, within three years of when you should reasonably have been aware of it). His contact details are:
Legal Ombudsman
PO Box 6806
Wolverhampton
WV1 9WJ
Telephone: 0300 555 0333
Email address: enquiries@legalombudsman.org.uk
Website: www.legalombudsman.org.uk
Please note that the Legal Ombudsman’s Scheme only applies to certain types of clients.
11.6
You may also have the right to apply to the court for an assessment of your bill under Part III of the Solicitors Act 1974. However, if part or all of a bill remains unpaid we may be entitled to charge interest. Please also note that the Legal Ombudsman may not consider a complaint about a bill if an application for assessment has been made.
11.7
Finally, if you have concerns that we have breached an SRA Principle, you should complain to the SRA. Further details can be found on their website sra.org.uk.
- Professional Indemnity Details
12.1
We maintain professional indemnity insurance with a limit of indemnity in accordance with our professional obligations.
- Anti Money Laundering
13.1
To enable us to meet our statutory obligations, new clients (and existing clients for whom we do not hold sufficient or up-to-date evidence of identity) will be asked to provide evidence of identity. Until we receive this information, the transaction or other work in question may be delayed. We may also have to cease acting for you if we do not receive this information.
13.2
When verifying your identity we normally use electronic reference agencies to search sources of information that relate to you.
13.3
On occasion, we will require information and evidence as to the source and/or destination of funding. We reserve the right to refuse cash deposits and are unable to accept cash payments in excess of £200.
13.4
We are professionally and legally obliged to keep your affairs confidential, however, solicitors may be required by statute to make a disclosure to the NCA where they know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop working on your matter for a period of time without providing you with reasons for this.
13.5
We will not be liable for any loss, damage or expense which you suffer as a result of any delay or otherwise caused by us complying with our statutory obligations to NCA. This will be the case even if it later turns out that we were not required to make the report by law.
- Confidentiality
14.1
We hold any information of a confidential nature about you and your affairs in the strictest confidence and we will not disclose this information to any third party without your consent, unless we are required to do so by law. Please refer to our data and privacy policy below.
14.2
We may also be required to make your files available for inspection by our auditors, any other external assessors or advisors and insurers. All external organisations and third parties are required to maintain confidentiality in relation to your files and the information they contain.
14.3
We will endeavour to disclose to you all material information which relates to you and your affairs. However, we will not disclose to you any such information in respect of which we owe a duty of confidentiality to a third party or an existing or former client.
14.4
As a matter of law we may be required by a third party to provide access to documents we hold or consent to be interviewed in connection with the services we have provided. You will be responsible for any fees, disbursements or expenses incurred by us in dealing with such a request. This may include the costs of instructing counsel or other third parties to advise on issues connected with the request.
- Data Protection
15.1
Our privacy policy is available on request or can be found here. It explains the categories, sources, use, legal basis of processing and retention of personal data that we may hold. It also sets out your rights including your right to complain to the Information Commissioner’s Office if we have failed to comply with our obligations in respect of your data. The privacy notice may be amended from time to time and we will notify you of any substantial changes.
15.2
Questions, comments and requests regarding this privacy policy are welcomed and should be sent by email to Ed Rimmer – ed@sharp-rimmer.co.uk. or by post to Sharp & Rimmer Solicitors, Hillhead, St. Mawes, Cornwall TR2 5AL.
- Cloud Computing
16.1
You may wish to store data or documents relating to you or your matter on a remote storage system on the Internet (“Cloud computing”). We have no control over data or documents stored in this manner, and therefore do not accept liability for any loss suffered by you or any other third party resulting from the use of the Cloud computing system including but not limited to viewing documents on the system and transferring documents between the Cloud computing system and our computer systems and the security of such documents. We will not provide any third party with the details required to access a Cloud computing system used by you except in accordance with clause 14 of these Terms.
- Papers and Documents
17.1
We will store deeds and papers for our clients but reserve the right to charge for that storage and subsequent retrieval. In storing those deeds we are under no obligation to keep these under review.
17.2
Working papers are normally kept by us for a period of six years depending upon the type of matter. At the end of the relevant period, we reserve the right to destroy such files without further notice or liability to you.
17.3
If you have lent documents to us they will normally be returned to you once we no longer need them, unless we are entitled to retain them in relation to outstanding charges.
- Outsourcing
18.1
We may outsource the shredding of confidential documentation to third party organisations. We will take all reasonable steps to ensure your information is kept confidential and only processed in accordance with our instructions. By accepting the Terms you consent to such outsourcing arrangements.
- IP Rights
19.1
We retain the copyright and all other intellectual property rights in all documents and other work we provide to you as part of our services whether in writing or otherwise. We grant you a non-exclusive and non-transferable licence to use any such material solely for the purpose for which our services were provided to you and not otherwise. If you do not pay us in full for our services in accordance with the Terms we reserve the right to give you notice terminating this licence with immediate effect.
19.2
We reserve the right to retain a copy of any written advice given by a barrister or third party in the process of our providing services to you. We will use all reasonable endeavours to ensure that any information which allows you to be identified in these documents is concealed.
- Non-Waiver
20.1
Any failure or delay by us in enforcing, or partially enforcing, any of the terms of the Contract or any failure or delay by us in exercising any remedies or rights available to us shall not be considered a waiver of our rights under the Contract.
- Severability
21.1
If any of the terms of the Contract are held to be void or unenforceable, in whole or in part, by any Court or other competent authority then that term shall be severed from the Contract to the extent that it has been held to be ineffective. All other terms of the Contract shall continue to be valid and enforceable.
- Agreement
22.1
In accordance with the provisions of clause 1, your continuing instructions to us will amount to an acceptance by you of the Terms.
22.2
The Contract is governed by and will be construed in accordance with the law of England and Wales.
- Financial Services
23.1
We are not authorised by the Financial Conduct Authority. If, while we are acting for you, you need advice on investments we may refer you to someone who is authorised to provide this advice. However, we are a member of the Law Society of England and Wales and therefore we can provide some limited financial and credit related activities if this is closely linked to the legal services we are providing to you. For example and to this limited extent we may advise you on investments, introduce you to creditors or credit brokers, advise you on your debts, negotiate on your behalf with your creditors, and act on your behalf to recover debts owed to you.
- Glossary
24.1
In these terms and conditions the following words have the meanings contained in this paragraph.
24.2
“we”, “us” and “our” mean Sharp & Rimmer Solicitors of Hillhead, St. Mawes, Cornwall TR2 5AL authorised and regulated by the Solicitors Regulation Authority, SRA ID 599595.
24.3
“you” and “your” refer to our client.
24.4
“matter” means a specific issue, dispute or transaction in connection with which you ask us to provide services to you.
24.5
“services” means all services which we provide to you in connection with a matter.