TABLE OF CONTENTS
1. OUR CONTRACT
2. DEFINED TERMS
3. OUR AUTHORITY AND SERVICES
4. YOUR RESPONSIBILITIES
5. CLIENT CARE CODE
6. COMPLAINTS PROCEDURE
7. HOURS OF BUSINESS
8. FEES AND EXPENSES
9. OUR INVOICES
10. INTEREST POLICY
11. CONFLICT OF INTEREST
12. INFORMATION AND CONFIDENTIALITY
13. CUSTODY, RETENTION AND TRANSFER OF DOCUMENTS
14. INTELLECTUAL PROPERTY RIGHTS
15. FORCE MAJEURE
16. JOINT INSTRUCTIONS
18. PROPORTIONATE LIABILITY
20. LOSS OF PROFIT
24. DISPUTE RESOLUTION
25. LAW AND JURISDICTION
26. QUALITY STANDARDS
28. DATA PROTECTION
30. FINANCIAL SERVICES COMPENSATION SCHEME
31. COMPENSATION FUNDS
32. REGULATIONS AFFECTING YOUR CANCELLATION RIGHTS
33. CONSUMER PROTECTION REGULATIONS (CPR)
34. CRIMINAL FINANCES ACT 2017
35. HELP TO BUY ISA SCHEME INFORMATION
36. COUNCIL FOR LICENSED CONVEYANCERS
- OUR CONTRACT
These Terms of Business issued by JC Lawyers Limited (“the Firm”), as supplemented and/or amended by any relevant Engagement Letter; apply to each Matter we work on for you.
No variation of these Terms shall be effective, unless it is in writing and is signed by one of our Directors.
- DEFINED TERMS
In these Terms of Business:-
“the Firm” the Firm means JC Lawyers Limited and any successor practice and any service company owned or controlled by or on behalf of the Firm or any of the Directors;
“Associated Entities” means (where you are a body corporate) your shareholders, directors (as individuals not acting together as the Board), officers and employees, subsidiaries, parent companies, and subsidiaries of parent companies, and (where you are a trade association) your individual members;
“Credit Period” means the period of seven (7) days from the date of our invoice for our fees and/or expenses;
“Documents” means Documents Held For You, Our Documents and Your Documents;
“Documents Held For You” means documents we create or receive on your behalf (including communications from or with third parties, notes of conversations and meetings, draft and final documents, and instructions to and opinions of barristers);
“Engagement Letter” means, in relation to any Matter, the letter (or other agreement) recording the basis of our engagement;
“Force Majeure” means any circumstance beyond the reasonable control of the party affected by it and includes telecommunications failure, power supply failure, terrorism, fuel strikes, severe weather, computer breakdown, failure of suppliers to meet delivery requirements, industrial disputes and absence of personnel due to illness or injury;
“Matter” means any specific transaction, dispute or issue in relation to which you ask us to provide Services whether or not it has been defined in an Engagement Letter or other agreement;
“Our Documents” means documents (other than Documents Held for You) which we create or receive for our benefit (including copies of our letters to you, your letters to us, notes of telephone conversations and meetings with you for which we have not charged you, and our preliminary drafts, research materials and internal notes);
“Director” means a Director of the Firm;
“Services” means all services we provide to you in relation to the relevant Matter;
“We”, “us”, and “our” means or refers to the Firm;
“You” includes the addressee of the relevant Engagement Letter and any other person identified in the Engagement Letter as our client and “your” shall have a cognate meaning; and
“Your Documents” means documents which you give or lend to us to enable us to provide Services.
- OUR AUTHORITY AND SERVICES
3.1 Our Authority
3.1.1 You give us full authority to act for you to the fullest extent necessary or desirable to provide the Services. In particular, we may engage barristers and other third parties and otherwise incur on your behalf reasonable expenses of a type which it is necessary or desirable to incur in relation to the Services in question.
3.1.2 If we so require, you will contract directly with any third party so engaged by us and assume direct responsibility to them for the payment of their fees and expenses.
3.2 Our Services
3.2.1 The Director at the Firm named in any Engagement Letter as the “Supervising Director” will be the Director primarily responsible for the provision of our Services. That Director has complete discretion to deploy such of our lawyers, trainee lawyers, paralegals or other staff as she/he deems necessary or desirable to ensure appropriate delivery of the Services.
3.2.2 We only advise on the Laws of England and Wales. If you require advice on the laws of other jurisdictions, we will, with your agreement, instruct lawyers practising those laws to give such advice, on the same basis as we engage other third parties on your behalf.
- YOUR RESPONSIBILITIES
You will (so far as you are practicably able to do so):-
4.1 provide us with timely instructions, information and materials necessary or desirable for us to perform the Services for you;
4.2 notify us promptly of any changes or additions to instructions, information and materials previously provided by you or on your behalf; and
4.3 ensure that all information provided to us is complete in all material respects and not misleading.
- CLIENT CARE CODE
We set out below our complaints handling procedure. Thankfully, this has rarely been of interest to our clients, but we take this opportunity to ensure that you are fully acquainted with it.
We want you to be happy with every aspect of our Service. We therefore operate a Client Care Code, the principles of which are as set out below:-
5.1.1 We are committed wholeheartedly to the professional standards laid down by the Council for Licensed Conveyancers.
5.1.2 You will be told clearly at the outset the issues and how we advise they be dealt with, and the immediate steps we will take on your behalf.
5.1.3 The Client Care Letter / Engagement Letter (attached to this Terms of Business) notifies you of the following details:-
the name of the person or persons who is/are dealing on a day to day basis with your matter; and
the name of the Supervising Director;
5.1.4 You will be told the name of the new fee earner if the matter is transferred from one fee earner to another.
5.1.5 We cannot guarantee that the fee earner or Supervising Director will be available on demand, but we will do our best to get back to you promptly and efficiently.
5.1.6 You will be informed of the progress of your matter and the reason for any serious delay.
5.1.7 If you do not understand anything, please always ask. We will explain any important document; if you still are unclear as to the position, please say so. We want you to be fully informed and happy; you pay to leave the problem with us to solve.
5.1.8 Never be afraid to ask for an appointment to discuss your case. Since time is money, do not be afraid to bring a written list of questions and note the answers. This can also be helpful when telephoning so you do not forget any point.
5.1.9 There may be certain preparatory tasks that you ought to consider carrying out yourself to save costs. An example is putting the papers in order and flagging material items. This is helpful to us, and lowers your bill by saving the time we would otherwise spend.
5.1.10 At the end you will be sent a bill and a letter confirming the matter has been completed and, where necessary, summarising any continuing consequences.
5.1.11 If in doubt, ask. If you are still unclear or disagree, you can ask for us to confirm it by letter and you can then write with your comments.
5.1.12 The Firm’s policy is to only accept up to £500 in cash payments from clients. Please discuss directly with Joanne Clay (Director) if you are not able to pay the balance of the fees / disbursements via your bank account / cheque. If you try to avoid this policy by depositing cash directly with our bank, we may decide to charge you for any additional checks we decide are necessary to prove the source of the funds. Where we have to pay money to you, it will be paid by cheque or bank transfer. It will not be paid in cash or to a third party.
- COMPLAINTS PROCEDURE
We hope that you will not have any reason to make a complaint about our Services. To underline how seriously we take complaints, we have a set Complaints Procedure. Please refer to Paragraph 24 entitled “Dispute Resolution”.
- HOURS OF BUSINESS
The normal hours of opening at our offices are between 9.00 a.m. and 5:30 p.m. on weekdays and on Saturdays by appointment only between 9 am and 1 pm. Messages can be left on the answerphone outside those hours and appointments can be arranged at other times when this is essential.
- FEES AND EXPENSES
8.1.1 Unless otherwise agreed in the Engagement Letter, our fees will be calculated principally by reference to the time spent by us in providing the Services at the fixed hourly rates applicable to the relevant staff.
8.1.2 We may, in accordance with professional guidelines, also charge a premium (where reasonable to do so) to take account of the nature, responsibility, complexity, value and urgency of the Services and other criteria specified in those guidelines.
8.1.3 The fixed hourly rates of each of our Directors, Licensed Conveyancer, Case Handlers, paralegals and other staff are reviewed from time to time and we will inform you of any variation in these rates and the date upon which they take effect.
8.1.4 You will be responsible for paying the expenses we incur in the course of providing the Services (including travel and subsistence expenses, search and filing fees, court fees and barristers’, foreign lawyers’ and other third parties’ fees and expenses). We have no obligation to pay for such expenses unless you have provided us with the funds for that purpose.
8.1.5 VAT will be charged at the appropriate rate on all fees and expenses.
8.2 Limited Companies
When accepting to act on behalf of a limited company, we may require a Director and/or Controlling Shareholder to sign a form of personal guarantee in respect of our fees and expenses. If such request is refused, we will be entitled to stop acting and require immediate payment of our fees on a time spent basis and expenses as set out above.
8.3 Payments on Account
8.3.1 We may require you to make a payment to us on account of our fees and expenses at any time and on more than one occasion. Money paid on account which is not subsequently required for fees and expenses will be returned promptly.
8.3.2 We are not obliged to credit payments on account against interim invoices but may do so if you fail to make prompt payment.
8.4 Quotations and Estimates
8.4.1 The provision of figures (orally or in writing) from time to time for the likely cost of a piece of work is an estimate only and does not constitute a contract to carry out the work at that cost.
8.4.2 The provision of a written quotation for work constitutes an offer to carry out the work at that cost and does not become a contract until you accept the quotation or a defined part of it.
8.4.3 Unless stated in writing to the contrary, any quotation or estimate does not include any expenses or VAT.
8.4.4 Where we carry out work which falls outside the scope of an accepted quotation (or of an estimate which is subsequently incorporated into a contract between us) we may charge fees at our fixed hourly rates, in addition to the quoted or estimated fee. We may also charge additional fees on the same basis for work within the scope of such a quotation or estimate which is made more time consuming, onerous or urgent as a result of:-
circumstances or information which we did not know or could not reasonably have anticipated at the time of the quotation or estimate (whether or not you were aware of them/it); or
your, or your agents’, act or omission.
If we receive a commission from a third party arising from work we are doing for you, we will credit you with the commission unless you have agreed otherwise or the amount is less than twenty pounds (£20) (excluding VAT).
9. OUR INVOICES
9.1 Frequency of Invoices
9.1.1 Unless otherwise agreed in the Engagement Letter, we will be entitled to invoice you in respect of our fees and expenses monthly and on completion of each matter. At the end of our financial year we shall be entitled to bring up to date our invoicing in respect of all your then unbilled work.
9.1.2 Unless otherwise stated, monthly or other interim invoices are a final account of our fees for all work done during the period to which they relate. You agree that we may bring proceedings on interim invoices which are not final bills where we have provided Services and the amount of the invoice does not exceed the cost of the Services provided at the applicable fixed hourly rates.
9.1.3 There may be a delay in invoicing expenses incurred on your behalf pending our receipt of the relevant invoices from suppliers. Unless otherwise stated, such invoices are not a final invoice in relation to such expenses.
9.1.4 Once the client due diligence process has been completed we will be in a position to provide you with our client account details so that payments can be made directly into our account. If you would like to arrange a payment before this time you can forward a cheque to the office or contact the office to discuss further.
9.2 Payment Terms
Interest will accrue on all debts over 7 days until the time they are paid at the rate of 8% above the Bank of England’s Base Rate. Any debts that have to be chased will incur a handling charge of £50 plus VAT.
If you do not pay any invoice by the end of the Credit Period, or the sum we have requested on account within seven (7) days (or such longer period as we may specify) of our demand, we may suspend or terminate the provision of all or any Services (and instruct any third parties engaged by us to suspend the provision of their services) and may invoice you for all accrued fees and expenses.
9.3 Third Party Payments
In some circumstances, you may have a right of recovery or indemnity against a third party in respect of all or part of our invoices, but we are not permitted to issue a VAT invoice to any person other than you in any circumstances, and you remain liable to us to pay our invoices notwithstanding such a right.
9.4 Right to Retain Money, Documents and Property
As a contractual right, in addition to any right to retain money, Documents and property available to us under the general law (lien), we have the right to retain your money, Documents and property (whether held in relation to the Services for which payment has not been made or any other Services) until you have paid us in full.
10. INTEREST POLICY
As part of carrying out your instructions to us, we may need to hold your money in our client account. In holding client’s money, we have an obligation to pay interest on that money at a fair and reasonable rate and are required to put in place an interest policy; this policy sets out the guidelines for when interest will be paid and is summarised below.
We aim to account to you for interest at a reasonable rate of interest, however as the holding of your funds is incidental to the carrying out of your legal instructions, the rate is unlikely to be as high as the rate you may be able to obtain when depositing the money with your bank.
Where amounts are held outside of a general client account or separate designated deposit account, the rate of interest and date that interest is credited will depend on the relevant institution where the funds are held, and as such fall outside of the requirements of this policy. The relevant interest information can be obtained at your request.
Where your money is held on our general client account, any interest paid to you is paid without deduction for income tax (unless you are resident overseas – see below). As such it is your responsibility to inform HMRC of interest amounts received from us and the implications of this will depend upon your own financial circumstances. Where interest is held on a separate designated deposit account, interest is usually paid net of tax (unless you have signed a declaration confirming your entitlement to receive bank interest gross). The same rate of interest will be paid on money held in general client account as will be paid on money held in a separate designated deposit account (assuming that this will offer a fair and reasonable outcome for the client and the firm).
Under the European Savings Directive regulations 2003/48/EC we are required to inform HMRC of payments of interest to relevant payees and residual entities in prescribed territories. Where you reside outside of the UK and EC, we are required to deduct income tax at the current basic rate and account for this interest to HMRC directly and pay you the net amount.
Interest will be calculated from the time the funds become cleared for interest purposes, on cheques or banker’s drafts this will be 5 working days after the cheque or draft has been deposited with our bank. For amounts received by debit or credit card, interest will start to accrue from the date of the actual receipt, usually 3 days after the transaction has been authorised. For direct transfers or same day payments the funds become cleared on the day after receipt. Interest will be calculated on a daily basis and calculated on amounts held overnight from the day the funds become cleared for interest purposes.
Interest is added to each client account quarterly and/or at the end of each case if sooner. Interest will not be paid if the sum of money held is not exceeding the amount shown in the left column below for a time not exceeding the period indicated in the right column. Interest will only be paid if the amount is £20 or more.
£1000 8 weeks
£2000 4 weeks
£10 000 2 weeks
£20 000 1 week
The rate of interest is based on our current bank rate (duly tiered) and monitored regularly
£0 – £49,999 0.05% pa
£50,000 – £99,999 0.05% pa
£100,000 – £249,999 0.05% pa
£250,000 – £999,999 0.05% pa
Over £1,000,000 0.05% pa
As the rates change the interest is applied which duly calculates the various rates applicable as per length held.
11. CONFLICT OF INTEREST
(a) “Conflict of Interest” means any situation where we owe (or, if we accepted your instructions, would owe) separate duties to act in the best interests of two or more clients in relation to the same or a related matter and those duties conflict, or there is a significant risk that those duties may conflict; or
our duty to act in your best interests in relation to a matter conflicts, or there is a significant risk that it may conflict, with our own interests in relation to that or a related matter; or we have confidential information in relation to a client or former client, and you wish to instruct us on a matter where:-
that information might reasonably be expected to be material; and you have an interest adverse to our other client or former client.
(b) We may decline to act for you where accepting your instructions would create a Conflict of Interest or cause us to break an existing agreement with a third party.
(c) Where our professional rules allow, and subject to satisfying the requirements of those rules (see Representing Both Parties information which will be supplied if applicable), we may act for you and another client where a Conflict of Interest would otherwise exist, provided that we have the consent of both parties.
(d) If, whether through a change in circumstances or otherwise, we find that we have agreed to provide services to you in circumstances which give, or could give, rise to a conflict of interest we will discuss with you how to deal with the conflict and may, be obliged to stop providing Services to you and/or to all other clients affected by the Conflict of Interest.
12. INFORMATION AND CONFIDENTIALITY
12.1 Information About You
12.1.2 We may also use it to ensure legitimate interests in the safety and security of our premises (where we may also use CCTV); for fraud prevention purposes (including verification checks for our money laundering obligations); to assess client satisfaction (such as by asking you to participate in surveys); and to help improve our services generally.
12.1.3 We may also use it to contact you by letter, telephone, e-mail or otherwise about our services and about events such as seminars and conferences and to send you briefings and similar material. Contacting you by electronic means requires your specific and verifiable consent. By signing and returning a copy of any Engagement Letter you are agreeing that we may use your contact details and information in this way. If you do not wish to be contacted, or having provided consent previously you wish to withdraw or amend it, please inform us in writing. Please follow the instructions in the relevant section of the Authority to Proceed attached.
12.1.4 Sometimes we ask other companies or people to do typing/photocopying/other administration duties on our files to ensure this is done promptly. We believe we have a legitimate interest in doing this. We will always seek a confidentiality agreement with these outsourced providers. If you do not want your file to be outsourced, please tell us as soon as possible.
12.1.5 We may store information about You, Your Matter or any other Documents and correspondence relating to Your file(s) using cloud based technology. Again we believe we have a legitimate interest in acting in this way and take every possible precaution to protect your personal information. If you do not wish for your file(s) or other information to be stored in this way, please inform Us in writing before we commence work on Your Matter.
12.2 Our Duty of Confidentiality
for the purpose of acting for you; or
for legitimate interest disclosures to our auditors or other advisers or for the purposes of our professional indemnity insurance; or
as otherwise required by law or other regulatory authority to which we are subject.
12.2.2 If You do not wish to disclose Your Details and file to be released You must notify Us in writing and discuss this with us when signing and returning a copy of the Client Care Letter/ Terms of Business/ Instruction Form/ Form of Authority/ other such document. We may be unable to act for you in such circumstances.
12.2.3 We may refer publicly to your name as a client of ours, which we believe is a legitimate interest in collecting and promoting client feedback provided we do not disclose any information which is confidential to you.
12.2.4 We shall be under no duty to disclose to you (or take into account in the course of providing the Services) any information acquired by us in acting for any other client or any information in respect of which we owe a duty of confidentiality to a third party.
12.3 Your Duty of Confidentiality
12.3.1 Our advice and other communications with you are confidential and may not, without our consent, be disclosed by you to any third party (other than to your employees and agents who require access and who do not disclose it further) or otherwise made public except as required by law or other regulatory authority to which you are subject.
12.3.2 If, as a result of our acting for you, you acquire any information in respect of which we notify you that we owe a duty of confidentiality to a third party you will keep it confidential and not use it without our consent.
13. CUSTODY, RETENTION AND TRANSFER OF DOCUMENTS
13.1 We will, at your request, either during the provision or after completion of any Services, release to you or to your order Your Documents and Documents Held For You, provided that we are not at the time exercising our right to retain documents pending payment of outstanding fees and expenses or are prevented by any court order, undertaking or other legal constraint from doing so. We may copy all of Your Documents and Documents Held for You before releasing them, including any electronic correspondence submitted by You. We ensure these processes and procedures are in line with the Transaction File Code and Guidance of the Council of Licensed Conveyancers.
13.2 We may at any time scan, microfilm, or otherwise make electronic copies or images of any Documents, including electronic Documents or correspondence e.g. emails (other than Documents held in safe custody), destroy the originals and thereafter hold the Documents only in such copy or image form. Unless expressly agreed otherwise in writing we will keep all Documents whether in original, copy or imaged Form including emails and any hardcopies thereof, for a minimum of six (6) years, (and up to fifteen years (15) years in respect of some regulatory transfers) after which we may destroy them and any copies or images of them. Some of the exceptions include:
13.2.1 other conveyancing matters (other than the sale of property) for a minimum of fifteen years
13.2.2 wills for a minimum of twelve years after the testator has died, and
13.2.3 probate matters for a minimum of twelve years from the end of the executor’s year.
13.3 Specific consideration is given on a case by case basis as to the appropriate date of destruction for the contents of files relating to:
13.3.1 deeds of gift
13.3.2 gifts of land
13.3.3 transfers at an undervalue
13.3.4 right to buy where funds came from someone other than the purchasing tenant(s)
13.3.5 lifetime gifts
13.4 We may agree to store title deeds, wills and other especially valuable documents in safe custody for you if you require and, if we do, we will not, without your consent, destroy any such documents.
13.5 We do not accept responsibility for the loss or damage of any item which we hold on your behalf unless we expressly agree in writing to the contrary.
13.6 After completing the work, we will be entitled to keep all your papers and document whilst there is still money owed to us for fees and expenses. We will keep our file of your papers as referred to in clause 13.2 above. We will keep our file of your papers for a minimum of six years, except those that you ask to be returned to you. We keep files on the understanding that we can destroy them in accordance with paragraph 13.2 above, which in most cases will be six or fifteen years after the date of the final bill. We will not destroy documents you ask us to deposit in safe custody. If we take papers or documents out of storage in relation to continuing or new instructions to act for you, we will not normally charge for such retrieval. However we may charge you both for time spent producing stored papers that are requested as well as reading correspondence or other work necessary to comply with your instructions in relation to the retrieved papers.
14. INTELLECTUAL PROPERTY RIGHTS
We retain copyright and all other intellectual property rights in all documents and other works we develop or generate for you in providing the Services (including know-how and working materials as well as final documents). We now grant you a non-exclusive, non-transferable, non-sublicensable licence to use such documents or other works solely for the Matter to which the Services of developing or generating them relate and not otherwise. If you do not pay us in full for our Services in relation to that Matter we may, on giving you notice, revoke that licence and only re-grant it to you once full payment has been made.
15. FORCE MAJEURE
Neither You nor We shall be liable for any failure to perform, or delay in performing, any obligations (other than payment and indemnity obligations) if and to the extent that the failure or delay is caused by Force Majeure and the time for performance of the obligation, the performance of which is affected by Force Majeure, shall be extended accordingly
16. JOINT INSTRUCTIONS
16.1.1 Where we agree to work on a Matter for more than one client jointly, the rights and obligations of the joint clients to us in relation to the Services will be several (save for obligations to pay money to us, which will be joint and several).
16.1.2 Each joint client irrevocably permits us to disclose to any other of the joint clients at any time any information which we would otherwise be prohibited from so disclosing by virtue of our duty of confidentiality. If any joint client ends this permission during the provision of the relevant Services, or if a conflict of interest otherwise arises between joint clients, we may suspend or terminate the provision of Services related to that Matter to one or more of the joint clients.
16.1.3 If any joint client asks us to transfer documents we will deliver Your Documents to, or to the order of, the joint client who delivered them to us. We will retain any Documents Held For You and will supply copies to each joint client, making the originals available at one of our offices for inspection by any joint client on reasonable prior written notice.
17.1 Duty of Care
17.1.1 We will use reasonable skill and care in the provision of the Services. Where we make an assessment for you, either expressly or by implication, of the likely level of risk associated with different potential courses of action, you accept that such assessment is made relying only upon the information and documents then available to us and cannot, therefore, be definitive.
17.1.2 Accordingly, such an assessment should only be used as one element in the making of any practical or commercial decision. You accept that the magnitude or acceptability of a risk is a matter for you.
17.1.3 The aggregate liability of the Firm (or of any service company owned or controlled by or on behalf of any of the Directors) and of all Directors, consultants to and employees and agents of the Firm and any service company owned or controlled by or on behalf of any of the Firm or the Directors in any circumstances whatsoever, whether in contract, tort, under statute or otherwise, and howsoever caused (including but not limited to our negligence or non-performance), for loss or damage arising from or in connection with the Services provided shall, in relation to each Matter, be limited to the sum, unless otherwise agreed, of 2 million pounds (£2,000,000.00)
17.2 Third Parties
17.2.1 The Services are provided to and for the benefit of you as our client and you alone. No other person may use or rely upon the Services nor derive any rights or benefits from them. The provisions of the Contracts (Rights of Third Parties) Act 1999 are to that extent excluded.
17.2.2 The Firm alone will provide the Services and you agree that you will not bring any claim whether in contract, tort, under statute or otherwise against any Director, or any consultant to, or employee or agent of the Firm or any service company owned or controlled by or on behalf of any of the Directors and those Directors, consultants, employees and agents shall be entitled to rely on the Terms of this agreement insofar as they limit their liability.
Where we provide draft or provisional advice or other materials, that advice or those materials are not to be relied upon as constituting our final view.
17.4 Current Law
The Services are provided in accordance with professional practice requirements and the proper interpretation of the law, as each exists on the date on which the relevant Service is provided. If there is any change in such requirements or the law, or their interpretation, after the relevant Matter has been concluded (or before that time but which could not reasonably be known by us at that time), we have no responsibility to notify you of, or of the consequences of, the change.
17.5.1 We shall communicate with you at the postal and email addresses and the telephone and fax numbers which you publish unless you ask us to use other addresses and numbers. You will notify us if you regard any communications from us as particularly confidential and the means by which you require us to make such communications and we shall have no liability to you arising out of your failure so to notify us.
17.5.2 Subject to any notification you may make to us under the previous paragraph, we shall not be required to encrypt, password-protect or digitally sign any email, or attachment, sent by us. We shall not be responsible for any loss or damage arising from the unauthorised interception, re-direction, copying or reading of e-mails, including any attachments. We shall not be responsible for the effect on any hardware or software (or any loss or damage arising from any such effect) of any e-mails or attachment which may be transmitted by us (save to the extent caused by our negligence or wilful default).
We will try to meet any deadline we agree with you for the performance of any Services but, unless we agree otherwise in writing in relation to any time, date or period for delivery or performance by us, time shall not be of the essence
18. PROPORTIONATE LIABILITY
If you accept or have accepted any express exclusion and/or limitation of liability from any of your other professional advisers, our total liability to you arising out of the Services will not exceed the net aggregate of the amount for which we would otherwise have been liable after deducting any amount which we would have been entitled to recover from such adviser as a matter of law whether pursuant to statute or otherwise, but are prevented from doing so as a result of any such exclusion and/or limitation of liability.
We shall not be liable for:-
19.1 any loss, damage, cost or expense arising from any breach by you of your agreement with us or any act or omission of any other person; or
19.2 any advice or document subject to the laws of a jurisdiction outside England and Wales; or
19.3 any advice or opinion given to you by any third party (whether or not nominated or recommended by us).
20. LOSS OF PROFIT
We shall not be liable for any indirect loss or damage or any loss of profit, income, production or accruals arising in any circumstances whatsoever, whether in contract, tort, under statute or otherwise, and howsoever caused (including but not limited to our negligence or non-performance).
Nothing in this agreement exempts us from liability arising from our fraud or reckless disregard of our professional obligations; or from our negligence resulting in death or personal injury; or where, in the case of a contentious business agreement, law or regulation prohibits the exclusion of such liability.
22.1 Completion of Services
An agreement between you and us for the provision of defined Services ends on the completion of the provision of those Services. An open-ended agreement for the provision of Services ends three (3) months after the last date on which we provided Services to you. Unless new or different Terms are agreed, our acceptance of instructions to perform Services for you subsequent to the ending of any agreement gives rise, from the time of acceptance of the instructions, to a new agreement on these Terms. If we provide you free of charge with any seminar, information, or other document after the ending of an agreement, such provision does not give rise to a new agreement.
22.2 Early Termination
Either you or we may terminate the provision of all or any of the relevant Services at any time by giving written notice to the other. We will not do this without good and substantial reason, such as:-
22.2.1 the threat or risk of violence, injury or other danger to the physical, psychological or moral well-being of any of our personnel; or
22.2.2 the discovery or creation of a Conflict of Interest; or
22.2.3 your requesting us to break the law or any professional requirement; or
22.2.4 the relationship of trust and confidence necessary between Licensed Conveyancer and client ceasing to exist between us; or
22.2.5 your failure to pay to us any amount due, or money on account requested; or
22.2.6 your insolvency; or
22.2.7 your failure to give us adequate instructions; or
22.2.8 our being forbidden to act by the National Crime Agency; or
22.2.9 our reasonable belief that our continuing to represent you may cause damage to the professional or personal reputation of our firm or any of its personnel; or
22.2.10 any other breach by you of these Terms.
22.3 Rights on Early Termination
On early termination, by either you or us, you will remain liable to pay all fees and expenses incurred before termination and due under our contract or due on the basis of the time spent at our usual hourly rates, whichever is the less, together with any further fees and expenses for work necessary to transfer our files to another adviser of your choice. All our rights set out in these Terms shall continue to apply even if we terminate the agreement.
23.1 Money Laundering Regulations / The Proceeds of Crime Act 2002
23.1.1 As lawyers, we are under a general professional and legal obligation to keep your affairs private. However, we are required by current legislation, to make a report to the National Crime Agency (NCA) where we know or suspect that a transaction involves Money Laundering or Terrorist Financing. By instructing us to act on your behalf in accordance with these Terms of Business you give us irrevocable authority to make a disclosure to NCA if we consider is appropriate. You agree that this authority overrides any confidentiality or entitlement to legal professional privilege. We shall be unable to tell you if we have made a report.
23.1.2 If you are a new client or an existing client who has not previously supplied information, you are requested to supply both of the following; one item from List A and one item from List B (please note we require certified copies if you are sending these by post or if you are bringing in the original documents to our offices – we will make certified copies here). We must by law obtain satisfactory evidence of your identity and address. Please help us to do so by giving us the information and documentation we ask for. We are unable to proceed with your transaction and will not be able to exchange contracts until this has been provided.
LIST A – Proof of Identity
- Current fully signed Passport
2. Current full UK Photocard Driving Licence.
LIST B – Address Verification
- A bill for the supply of electricity, gas, water or telephone services (provided it is fewer than three (3) months old). Mobile phone bills are not acceptable.
- Television Licence renewal notice.
- Council Tax bill (provided it is fewer than three (3) months old).
- Recent Tax Coding Notice.
- Recent Mortgage Statement.
- Credit Card/Bank Statement (provided it is fewer than three (3) months old) showing current address.
- Current full UK Photocard driving licence/paper driving licence provided it has not also been used as proof if name/identity.
23.1.3 Under the provisions of the Proceeds of Crime Act 2002 (“POCA”), we may be required to make a report to the relevant authorities if at any time we become aware of or suspect (whether from you or any other person) the existence of the proceeds of crime in relation to any Services on which we are engaged. Our obligation to make such a report will, in certain circumstances, override our duty of client confidentiality and we may not be permitted to inform you whether or not we have made, or might intend to make, such a report.
We may terminate the provision of any Services to you, or be instructed to do so by the relevant authorities, if you fail to comply with your obligation to provide evidence of identity or we suspect that you or any other party connected with you or with the Matter is involved in activities proscribed by POCA.
23.1.4 The anti- money laundering guidance which UK banks and other finance services firms must adhere to is issued by the Joint Money Laundering Steering Group (“JMLSG”). The JMLSG considers all clients with funds deposited in a law firm’s pooled client account to be beneficial owners of that account. The JMLSG does not require banks to routinely identify the beneficial owners of law firm’s pooled accounts, as they do with most other accounts they issue. Pooled client accounts are granted this exemption on the proviso that this information is available upon request. In the event of Our bank requesting information about the beneficial owners of Our pooled client account, You agree to Us disclosing Your details to them.
Each of these Terms shall be severable and distinct from the others and if any term is held to be illegal, invalid or unenforceable, in whole or in part, the remaining Terms shall not be affected.
23.3 Equal Treatment / Equality and Diversity
Consistent with our internal policies and procedures, we will not discriminate in the way we provide our Services on the grounds of age, disability, gender re-assignment, marriage and civil partnerships, pregnancy and maternity, race (including colour, nationality [including citizenship] ethnic or national origins), religion or belief, sex, sexual orientation.
23.4 Financial Services
If during the course of the matter upon which we are advising you, you need advice on investments, we may have to refer you to someone who is authorized by the Financial Conduct Authority, as we are not. However, as we are regulated by the Council for Licensed Conveyancers, we may be able to provide certain limited investment services where these are closely linked to the legal work we are doing for you.
If you have any problem with the services we have provided for you, then please let us know. We will try to resolve any problem between ourselves. If for any reason we are unable to resolve the problem between us, then we are regulated by the Council for Licensed Conveyancers and complaints and redress mechanisms are provided through the Council for Licensed Conveyancers and the Legal Ombudsman.
23.5 Insurance Distribution
As we have said, we are not authorized 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, including arrangements for complaints or redress if something goes wrong, is regulated by the Council for Licensed Conveyancers. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk
24. DISPUTE RESOLUTION
All claims, complaints and disputes arising out of or in connection with the Services (“Disputes”) will be resolved pursuant to this paragraph. We keep a record of complaints received and any action taken as a result.
24.2 Complaints Procedure
24.2.1 We hope you will have no complaint. To underline how seriously we take complaints, we have a set Complaints Procedure which can be summarised as follows: (a copy of our full complaints procedure is available on request)-
If you have any complaint or observation (good or bad) about our service, please say so.
We will acknowledge the complaint within seven days.
We will conduct a full investigation and an independent review of the matter.
Where a full response cannot be given in seven days we will acknowledge receipt of the complaint in that timescale, give the reason for the delay and commit to responding fully within 28 days of receipt of the initial complaint.
Our response to the complainant will include:
A clear explanation of assessment of the complaint;
Our decision on it;
Any offer of remedial action and/or redress where a complaint is upheld;
Information on our complaint-handling review procedure (if applicable), its timeframes and how it can be accessed;
Information on the complainant’s right to refer the complaint to the Legal Ombudsman, its time frames and contact details.
If still unresolved at this stage, you may take your complaint to the Legal Ombudsman. Normally, you will have to bring your complaint to the Legal Ombudsman within 6 months of receiving a final response from us about your complaint and 6 years from the date of the act or omission giving rise to the complaint or alternatively 3 years from the date you should reasonably have known there are grounds for complaint (if the act/omission took place before 6 October 2010 or was more than 6 years ago).
24.2.2 Contact details:
The address of the Legal Ombudsman is: PO Box 6806, Wolverhampton, WV1 9WJ; telephone, 0300 555 0333; or view their website at www.legalombudsman.org.uk, email enquiries to: email@example.com
24.2.3 A complainant to the Legal Ombudsman must be one of the following:
• An individual;
• A micro-enterprise as defined in European Recommendation 2003/361/EC of 6 May 2003 (broadly, an enterprise with fewer than 10 staff and a turnover or balance sheet value not exceeding €2 million);
• A charity with an annual income less than £1 million;
• A club, association or society with an annual income less than £1 million;
• A trustee of a trust with a net asset value less than £1 million; or a personal representative or the residuary beneficiaries of an estate where a person with a complaint died before referring it to the Legal Ombudsman.
24.2.4 If you do not fall into any of these categories, you should be aware that you can only obtain redress by using our Complaints Handling Procedure or by mediation or arbitration, or by taking action through the Courts. Alternative complaints bodies exist which are competent to deal with complaints about legal services should both you and our firm wish to use such a scheme. However, we don’t currently agree to use this Alternative Dispute Resolution service in view of the availability of the independent Legal Ombudsman Service established under the Legal Serves Act 2007.
If we are unable to resolve your complaint which relates to a contract entered into online, you may contact the ODR by accessing the following link www.ec.europa.eu/consumers/odr
We shall not be obliged to comply with paragraph 23 above in relation to any Dispute in which we seek:-
24.3.1 an order or award (whether interim or final) restraining you from doing any act or compelling you to do any act; or
24.3.2 a judgment or award for a liquidated sum to which there is no arguable defence (provided that the exception shall cease to apply and the Dispute may be referred to arbitration on the application of either party if the court decides that you should have permission to defend the claim); or
24.3.3 the enforcement of any agreement reached or any binding order, award, determination or decision made pursuant to paragraph 23 above,
nor shall anything in this paragraph inhibit us at any time from serving any form of demand or notice or from commencing or continuing with any bankruptcy, winding up or other insolvency proceedings.
Nothing in this Terms of Business shall prevent you at any time from referring any Matter to the body or bodies for the time being charged with the regulation of Licensed Conveyancers.
25. LAW AND JURISDICTION
The Terms on which we provide Services to you are governed by, and shall be construed in accordance with, English law. You and we each agree to submit to the exclusive jurisdiction of the English courts, provided that we may in our sole and unfettered discretion commence proceedings against you in any other Court.
26. QUALITY STANDARDS
Due to our own internal quality standards, we are subject to periodic checks by outside assessors. This could mean that your file may be selected for checking/ auditing, in which case we would need your consent for inspection to occur. All inspections are, of course, conducted in confidence and all external firms and organisations working with Us are required to maintain confidentiality in relation to any files and papers that are audited/ checked by them. Your file(s) may also be reviewed in a due diligence exercise relating to the sale or transfer of all or part of Our business, the acquisition of another business by Us or the acquisition of a new business. If you prefer to withhold consent, work on your file will not be affected in any way. Since very few of our clients do object to this we propose to assume that we do have your consent unless you notify us to the contrary. We will also assume, unless you indicate otherwise, that consent on this occasion will extend to all future matters which we conduct on your behalf. Please contact us if we can explain this further or if you would like us to mark your file as not to be inspected. If you wish to withhold consent, please inform us in writing.
We are not qualified to advise you on the tax implications of transactions you instruct us to carry out, or the likelihood of them arising.
27.2 Planning in property transactions
We will not advise you on the planning implications of your proposed purchase, unless specifically requested to do so by you, otherwise than by reporting to you on any relevant information provided by the results of the “local search”.
27.3 Other property disclaimers / Environmental
It is not our responsibility to carry out a physical inspection of the property nor advise on the valuation of the property nor the suitability of your mortgage nor any other financial arrangements. We shall not advise generally 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 your lender, at your expense, an environmental search. However, we will not advise you about any issues relating to the possible contamination of any land which may be relevant to your purchase. We have to tell you that we are not qualified to advise on the results of any search made in that respect and would only be able to report to you the actual results of such a search. This is particularly significant in respect of the potential liabilities that may arise at some future point in time as a result of land contamination or flood risk that are having increasing significance. If you have any doubts, please discuss your concerns with us.
If we are instructed on a purchase and we are also acting for your proposed lender, we have a duty to fully reveal to your lender all relevant facts about the purchase and the mortgage. This includes any differences between your mortgage application and information we receive during the transaction and any cash back payments or discount schemes that a seller is giving to you
28. DATA PROTECTION
What personal information we process
The categories of personal data we process include general personal data (which includes normal personal data, personal identity, email addresses and personal financial data) and special categories of personal data if these have been voluntarily provided to us (which includes ethnicity, nationality and medical history).
How we use your personal information
When your file is open, the personal data is necessary in relation to the purpose for which it was originally intended. We process your personal information to fulfil our contract with you, or where you or we have a legitimate interest in doing so, where otherwise permitted by law, or to comply with applicable law and regulation. We use your personal information for:
• Service provision and internal processing (i.e. to assess and/or provide and to service your matter).
• Management of relationship (e.g. to develop your relationship with us).
• Resolving queries.
• Training and service review (e.g. to help us enhance our services and the quality of those services).
• Statistical analysis (e.g. to help us enhance our products and services or delivery channels to keep costs down).
• Complying with legal obligations (e.g. to prevent, investigate and prosecute crime, including fraud and money laundering).
When your matter is completed and / or your file is closed, we may still process your personal information where we have a legitimate interest in doing so, where we are permitted by law, or to comply with applicable laws and regulation.
Examples of such instances will include:
• Complying with legal obligations for statutory and regulatory requirements including for example, HMRC Returns, complaint handling, anti-money laundering, reporting to our regulatory body – the Council For Licensed Conveyancers;
• Archiving and Storage of your file for the periods outlined in our Retention Policies – see section  of these Terms of Business. (Archiving and Storage of personal data is still classed as a processing activity even though it is not being regularly accessed and remains securely locked away); and
• Our legitimate interests to conduct conflict of interest checks, statistical analysis and research to help us enhance our products and services.
How We Share Your Information
• We may share your personal data with a range of organisations which enable us to fulfil our contract with you, or where we have legitimate interests to do so, or otherwise are required by applicable law and regulation. We can provide more details specific to your personal data on request.
You have a right to complain to the Information Commissioner’s Office (https://ww.ico.org.uk ), which regulates the processing of personal data. You may also seek a judicial remedy.
We have a legal duty to tell you about our professional indemnity insurance. We have an obligation to carry such insurance and our qualifying insurers are:-
Our Insurers are Pioneer Underwriting Consortium 9988, Arch Syndicate at Lloyd’s AAL 2012 and Channel Syndicate at Lloyd’s CHN 2015 – Insurance No P17A260163P
The insurance covers our practice carried on from our offices in England and Wales and will extend to acts or omissions wherever in the world they occur.
30. FINANCIAL SERVICES COMPENSATION SCHEME
In the event of a banking failure it is unlikely that the firm would be held liable for any losses of client account money.
We currently hold our client account funds in Lloyds Bank Plc. The £85,000 Financial Services Compensation Scheme (FSCS) limit will apply to each individual client so if you hold other personal monies yourself in the same bank as our client account, the limit remains £85,000 in total, so it may be advisable to check with your own bank as some banks now trade under different trading names.
However, with effect from 3rd July 2015, the FSCS will provide a £1 million protection limit for temporary high balances held with a bank, building society or credit union if it fails. Further details relating to what constitutes a temporary high balance and the rules relating to the protection can be found at www.fscs.org.uk
In the event of a bank failure you agree to us disclosing details to the FSCS.
31. COMPENSATION FUNDS
One of the advantages to you of using a Licensed Conveyancer is that you can be confident that your interests will be protected by the profession’s strict regulations, insurance and compensation arrangements. The effect of this is that if you should make a valid claim against us for loss arising out of work for which we are legally responsible, and we are unable to meet our liability in full, you may be entitled to claim from the compensation fund administered by The Council for Licensed Conveyancers (from which details can be obtained).
32. REGULATIONS AFFECTING YOUR CANCELLATION RIGHTS
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013:
32.1. If we have not met you either in person (because, for example, instructions and signing of the contract documentation is taking place by telephone/mail, e mail or on-line – i.e.: by way of a “distance” contract) or we have taken instructions and a contract has been concluded away from our business premises (because, for example, we have met with you at home – i.e.: by way of an “off-premises” contract) and the contract was entered into on or after 14 June 2014, you have the right to cancel this contract within 14 calendar days of entering into the contract without giving any reason.
32.2. The cancellation period will expire after 14 calendar days from the day of the conclusion of the contract.
32.3. To exercise your right to cancel, you must inform us of your decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or e mail). You may use the model cancellation form attached to your Client Care Letter, but it is not obligatory. To meet the cancellation deadline, you must send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
32.4. Should you require the work to be commenced within the 14 calendar day cancellation period, you must provide your agreement to that in writing, by e mail, post or fax to enable us to do so. By instructing us to proceed, you are providing your agreement in writing to enable us to commence work within the 14 calendar day cancellation period. Where you have provided your consent for work to commence within the 14 calendar day cancellation period and you later exercise your right to cancel, you will be liable for any costs, VAT and disbursements incurred up to the point of cancellation. Unless you make an express request for us to commence work within the 14 day period we will not be able to undertake any work during that period.
33. CONSUMER PROTECTION REGULATIONS (CPR)
The Consumer Protection from Unfair Trading Regulations (as amended) regulate transactions between traders and consumers and prohibit trading practices that amount to unfair commercial practices and misleading acts and omissions. Neither You, the client, or Us, your legal representative, must mislead a buyer or tenant either by providing incorrect or ambiguous information, or by omitting to provide material information about the property You are selling.
Certain information will be revealed through searches and other enquiries of public databases, surveys and valuation reports. However, You must disclose to Us any known defects and other material adverse matters relating to the property known to You and failure to do so may mean that, in certain circumstances, the buyer or tenant would have rights of redress against You.
We encourage You to make all known disclosures as early in the transaction as possible to prevent delays.
If We become aware of any such existence of material information, and You decline to authorise disclosure to the buyer or tenant, then We would have to consider whether it was possible to continue to act for You as the CPR’s impose a duty to act fairly towards You as Our client and also towards third parties, especially those that are unrepresented.
34. CRIMINAL FINANCES ACT 2017
The firm is committed to promoting compliance with the requirements of the Criminal Finances Act 2017 within its practices as well as in those areas in which it has influence.
The firm does not tolerate tax evasion, or the facilitation thereof in any circumstances, whether committed by or facilitated by a client, personnel or associated persons/companies.
35. HELP TO BUY ISA SCHEME INFORMATION
The Help to Buy ISA Scheme was launched by HM Treasury on 1st December 2015. If you have taken out a Help to Buy ISA, then you may be eligible for a bonus payment of up to 25% of the closing balance of the Help to Buy ISA subject to a minimum bonus payment of £400 and a maximum of £3000 and provided that you and the property you are purchasing meet the eligibility criteria set out in HM Treasury ISA Scheme Rules. The fee earner with conduct of your matter (who under the Help to Buy ISA Scheme is known as the Eligible Conveyancer) will be able to advise you on eligibility and, if appropriate, will undertake the necessary process to apply for any bonus payment.
If you are purchasing a property through the Help to Buy ISA Scheme, HM Treasury will be the Data Controller of any relevant personal data that is given, via the Eligible Conveyancer, to HM Treasury and to the Administrator and / or any sub-contractor of HM Treasury or of the Administrator, for the purposes of the Help to Buy: ISA Scheme.
The information will be disclosed to HM Treasury and the Administrator for the purposes of verifying the eligibility of a Help to Buy: ISA Bonus payment and payment of Bonus funds, carrying out audits of Eligible Conveyancers and any investigations or compliance work in accordance with the Scheme Rules.
By signing and dating and returning a copy of the enclosed Checklist of Action, you agree to us providing all necessary Relevant Personal Data to HM Treasury and to the Administrator and / or to any sub-contractor of HM Treasury or of the Administrator and to the processing of your Relevant Personal Data by any or all of the aforementioned parties.
36. COUNCIL FOR LICENSED CONVEYANCERS
36.1 The address of the Council for Licensed Conveyancers is CAN Mezzanine, 49-51 East Road, London, N1 6AH; telephone 0207 250 8465