Our Terms of Business
All solicitors are required to supply their clients with written information about the terms of business on which they provide legal advice. I am writing to you formally to set out the way in which we will handle your matter and our terms of business for this and any future matters. We are regulated by the Solicitors Regulation Authority (“SRA”) and so are subject to its code of conduct and the SRA Handbook. Copies can be obtained from the SRA website: http://www.sra.org.uk.
We are a limited company, Clark Holt Limited, registered in England and Wales with company number 08774683, with its registered office at Hardwick House, Prospect Place, Swindon, Wiltshire, SN1 3LJ (the “Company”). All references to the “firm” are references to the Company and all references to “partners” are references to the directors for the time being of the Company.
You are entitled to expect from us not only the necessary technical expertise but also the highest standards of service, efficiency and courtesy. It is our aim that our clients are satisfied with all aspects of work undertaken by us and consider such service represents good value for money.
Where we act for two or more clients jointly, it is on the clear understanding that we are authorised to act on instructions from either, both or any of them. We can only do that if there is no significant risk of a conflict of interest between the clients or all clients have a substantially common interest. You acknowledge that we have advised you on the risk of a conflict of interest and that you understand that advice and consent to us acting. In particular you understand that in the event of a conflict of interest arising between you, we may be unable to continue acting for you.
Our responsibilities include advising on the law, following your instructions, reviewing the matter regularly and discussing with you whether the potential outcomes justify the expense and risks involved.
We ask that you provide us with clear and timely instructions, all other information and documents necessary for us to do our work and the funds required. You must update us if any facts, documents or circumstances change.
We do not accept responsibility for alerting clients to any deadlines or expiry dates in respect of any transaction, matter or case in or on which we act, including but not limited to lease break clauses, lease expiry dates or deadlines for warranty/indemnity claims in corporate transactions. Clients should ensure that they make necessary arrangements in this regard.
We will only have responsibility for doing something by a particular date (for example, registering a charge) as part of our specific instructions, if we have previously agreed in writing to do so.
We do not accept any responsibility or liability for updating a client on a change in the law or any other change in circumstances after the conclusion of the transaction or matter.
Anti Money Laundering Procedures
Like all solicitors, we are required by law to operate strict procedures to guard against the risk of money laundering. We take these issues very seriously and go to great lengths to ensure that we do not become involved in such activity. We are required to confirm your identity, and may ask you to provide documents for this purpose. We may use electronic identification service providers to confirm your identity and that of any relevant beneficial owners and we reserve the right to charge you for our expenses incurred in doing so. We are required to refuse to accept any funds received by us before we have verified your identity and that of any relevant beneficial owners.
We are also required to conduct periodic due diligence on your business (including the source of any funds that are to be used in a transaction) and we will ask you for information and documents for this purpose. Where it appears that any assets relating to a transaction (whether they are your assets or those of any third party) were derived from criminal activity, or where there is a suspicion that any person is engaged in money laundering, we may be obliged to make a report to the appropriate authorities.
If we make a report, we may be proscribed by law from informing you of this. There may also be a period during which we are prohibited by law from continuing to act for you. Although experience and the quality of our clients indicate that such circumstances are unlikely to arise, nonetheless we accept no liability whatsoever for any loss or damage you may suffer directly or indirectly.
The policy of this firm is not to accept cash payments in any circumstances.
Our charges are calculated mainly by reference to the time spent by our solicitors in dealing with your matter.
Although time comprises a major component of our fees, there are several other factors that we take into consideration, including the importance or complexity of the matter, the values involved and the urgency of the work. It is often only at the end of the matter that these factors can be properly assessed.
Our hourly charging rates vary, depending on the level of qualification of the person involved, and range from £100 to £290 per hour. We increase our hourly charging rates with effect from 1 May each year, by an amount approximately reflecting the inflation rate over the previous 12 months. Our rates do not include VAT, which will be added to the bill. Our VAT number is GB663317634.
Our hourly charge-out rates are reviewed each year. We will notify you of the rates if they change and you will then be bound by them. If you do not accept the new rates, we reserve the right to cease acting for you.
Costs Estimates and Arrangements
Any costs estimate we give at any time is a guide to assist you in budgeting. It is not intended to be fixed, unless that is specifically agreed in writing for your matter by a partner.
Any fixed fee, capped fee or other fee arrangement we agree with you, or any costs estimate we give you, is based on the scope of work anticipated and our assumptions about the matter at the time such arrangement is agreed. If the scope of the work changes or the assumptions change it will no longer apply, in which case we will discuss a revised fee arrangement or estimate with you.
Unless otherwise notified to and agreed with you, we do not have any fee or commission sharing arrangements with any third parties. We do not receive referral fees from third parties.
If you consider that you may have insurance which may cover your legal costs or if you believe a third party has accepted responsibility for our fees please notify us in writing immediately. If you do not so notify us and, in any event, until an insurer or third party accepts responsibility in writing for paying our fees, you will remain fully liable for our fees.
In addition to our fees, we may from time to time incur out-of-pocket expenses on your behalf. These expenses will be charged to you and we may during any transaction ask you to pay money to us on account, or as and when we incur these expenses on your behalf. We will consult with you before incurring more substantial expenses. Where relevant, VAT will be added to such expenses incurred.
We will agree next steps (and, where possible, the likely timescale) with you, so you are clear what to expect.
We will update you by telephone or in writing (including by email) on any legal work required and on progress on your matter, either regularly or following agreed events.
We will communicate with you in plain language.
We will update you on the cost of your matter every three months or following agreed events.
We will update you on whether we consider the likely outcomes of additional legal work still justify the likely costs and risks associated with your matter whenever there is a material change in the circumstances of your matter.
We will update you on the likely timescales for each stage of this matter and any important changes in those estimates.
Terms of Payment
Depending on the nature of the transaction we usually ask clients to pay our fees and expenses at the end of each matter. If the matter becomes more protracted than was anticipated or costs are building up, we will deliver interim bills to you at regular intervals as the matter proceeds. (The Solicitors Regulation Authority recommends this practice because it enables clients to budget for costs).
We are sure you will understand that if payment is not made we reserve the right to decline to act further. In that event, the full amount of work done to that date will be charged. We ask that our bills be paid within 14 days of their date. If any bill is not paid in full within one month of its delivery date we reserve the right to charge Statutory Interest on any outstanding balance. We also reserve the right to retain your file until the outstanding balance is paid.
You have the right to object to a bill by contacting us in the first instance, or by making a complaint to the Legal Ombudsman and/or by applying to the Court for an assessment of the bill under Part III of the Solicitors Act 1974.
We draw your attention to our policy on the payment of interest on money that we may hold for you (“Client Money”), which is as follows:
- We will not place any Client Money on deposit account unless you ask us to and agree to pay our reasonable charges for doing so;
- Client Money will be held in our general client account; and
- We will account to you for interest on your Client Money paid to us by our bankers at the rate that we receive it from them, but only if the amount of such interest due to you exceeds £20. This is because the payment of sums below this threshold would involve a disproportionate administrative burden
Taxation or Accounting Matters
We do not provide advice in relation to taxation or accounting matters or financial services. We would strongly recommend that you obtain appropriate professional advice if the matters in which we are concerned involve such issues.
We are required to advise you that your personal information is held on our database. We may, from time to time, use these details to send you information which we think might be of interest to you. For email back-up purposes only, we may export your personal data outside the European Economic Area, with appropriate data protection and security safeguards.
We use e-mail unless we have been specifically requested not to do so or it is clearly inappropriate. Our computer systems are virus checked and, in addition, all our external e-mail messages are checked for viruses by our smart host provider. Whilst we use all reasonable endeavours to prevent the transmission to you of known viruses you should also check all incoming electronic messages for viruses.
Professional Indemnity Insurance
We maintain compulsory professional indemnity insurance with (as at the date of this letter) Allianz Global Corporate & Specialty Ag of 60 Gracechurch Street, London, EC3V 0HR. This insurance covers all of our practice which is carried on from offices located in England and will extend to acts or omissions wherever in the world they occur.
Limitation of Liability
Our advice is solely for your confidential use. The advice should not be relied upon by any other person or third party for any other reason whatsoever. No liability is deemed to be owed or accepted by us to any other person. In addition, no liability is accepted for any loss, damage or expense, of any nature whatsoever, which is caused by the reliance upon such advice by any other person or third party. The extent of Clark Holt Limited’s liability, of whatever nature, whether to you or any other third party, and arising out of or in connection with this engagement, shall not exceed £10,000,000.
In addition to the other limitations in this document, where we and/or third parties are responsible for any loss suffered by you, our liability for that loss will be limited to a fair proportion of your total loss calculated by reference to the extent of our responsibility. If you have engaged others to represent or advise you on a matter in which we are involved and you agree with any of them that their liability to you will be limited, in order that our position is not adversely affected by any such limitation of their liability, you agree that our liability to you will not exceed the amount which would have applied in the absence of that limitation.
Third party liability
If you start proceedings against us for loss or damage and there is another person (for example, another adviser) who is liable (or potentially liable) to you in respect of the same loss or damage, then you will (if we so request) join them into the proceedings. This is subject to any legal prohibition against your joining them in that way.
No claim against individual employees/partners
We have an interest in limiting the personal liability of employees, consultants and partners. Accordingly you agree that you will not bring any claim against any individual employee, consultant or partner in respect of losses which you suffer or incur, arising out of or in connection with our engagement or the services we provide. The provisions of this paragraph will not limit or exclude Clark Holt Limited’s liability for the acts or omissions of our employees, consultants or partners.
The provisions of the above paragraph are intended for the benefit of our employees, consultants and partners but the terms of our engagement may be varied without the consent of all or any of those persons.
Limitation on exclusions
The above exclusions and limitations will not operate to exclude or limit any liability which cannot lawfully be limited or excluded. In particular they do not limit liability for fraud, nor for causing death or personal injury by negligence, nor for negligence in contentious business, insofar as the Solicitors Act 1974 s 60(5) precludes the exclusion of such liability.
Papers and Documents
At the end of the matter, following payment of all outstanding costs, any original documents or other property that belong to you, which we hold, will be returned if you so wish. The file will be stored and kept for at least 6 years. During storage it will be readily obtainable if required. After at least 6 years and perhaps longer depending upon the circumstances of the matter, the file will be destroyed.
Property Transactions (where applicable)
From time to time property work involves insurance – for example, where “defects” in a lease or the title to a property cannot be rectified, insurance may be a means of overcoming such problems. We are not authorised by the Financial Conduct Authority (the “FCA”). However, we are included on a register maintained by the FCA such that we can carry on insurance mediation activities – which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints and redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed on the FCA website www.fca.org.uk/register.
Where we recommend or give advice on any contract of insurance, we do not give advice on the basis of a fair analysis of the whole market and we only select products from a limited number of insurers. However, we are not contractually obliged to conduct business in this way. Our list of insurers comprises Countrywide Legal Indemnities, First Title and Guaranteed Conveyancing Solutions. We reserve the right to alter or add to our list of insurers from time to time, but at any time you can request details of the insurers with which we conduct business and we are obliged to provide you with the details on request.
Auditing of files
External firms or organisations may conduct audit or quality checks on our practice. These external firms or organisations are required to maintain confidentiality in relation to your files.
You may terminate your instructions to us at any time by telling us, preferably in writing. You will then be provided with a bill for our charges and expenses to date. If at any stage you do not wish us to continue doing work and/or incurring charges and expenses on your behalf, you should make that clear to us.
We may decline or cease to act if we do not consider that we can act in your best interests or if we have concerns regarding your capacity.
If you are unhappy about any aspect of our service, please contact me and I will do my best to resolve any problems. If after speaking to me you are still dissatisfied, you are welcome to speak to our Senior Partner, Richard Clark. Clark Holt Limited also has a formal complaints procedure, a copy of which is available on request. At the conclusion of this procedure if your complaint remains unresolved, you may contact the Legal Ombudsman at: PO Box 6806, Wolverhampton, WV1 9WJ – e-mail: – Telephone: 0300 555 0333. We have 8 weeks to try to resolve your complaint under our internal complaints handling procedure. After that time, you have 6 months from the date when you receive your final written response from us or alternatively 12 months from when the problem occurred (or from when you should have become aware of the problem) to refer your complaint to the Legal Ombudsman. After this time, the Legal Ombudsman may not be able to deal with your complaint. For further information, please contact the Legal Ombudsman direct or refer to: www.legalombudsman.org.uk.
If you are a consumer and we have made a contract with you by electronic means you may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. That is at http://ec.europa.eu/odr.
Any barrister, patent agent, trade mark attorney or other professional we instruct on your behalf should have their own complaints process. If you are not happy with the service provided by such professional, you can complain to them direct. However, please let us know about this. We can tell you how to make a complaint, if the relevant professional has not given you the information themselves.
This part of our letter applies if you are “consumer” i.e. an individual acting for purposes which are wholly or mainly outside your trade, business, craft or profession.
We make clients who are consumers aware of these terms before retaining us through the link in our email footer and on our website.
- Important: Starting Work Immediately
If you have asked us to start work on your matter without delay, by acknowledging these terms by e-mail, you will be confirming that request. Accordingly you accept that if you cancel our retainer you will have to pay for work done and expenses incurred up to the date that you cancel. You will lose the right to cancel if we have started work at your request and have fully performed our services by the time you cancel.
- Additional Statutory Rights to Cancel (Distance and Off Premises Contracts)
A “distance contract” is a retainer made when you and one of our fee earners are not simultaneously in the physical presence of one another and an “off premises contract” is a retainer made when you and one of our fee earners are in each other’s presence, but not at our offices.
Legally, we are obliged to inform you of a statutory right to cancel your contract (retainer) with us. This right applies if you are a consumer and made the contract without a meeting at our offices, i.e. a distance contract or an off premises contract.
- You can cancel this contract without giving any reason.
- The time limit for such cancellation expires after 14 days from the making of this contract.
- To cancel, you must inform us of your decision by a clear statement (such as a letter or e-mail). You may use the form in the Appendix to this letter, but you do not have to use it.
- If you cancel, where you have made a payment to us in advance, we will refund such payment to you promptly, less any charges and expenses due to us as a result of your requesting us to start work without delay.
NOTE: For compliance purposes, clients who are consumers are required to print and retain a copy of these terms or save them on their computer for future reference.
Governing Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales and the Courts of England and Wales shall have exclusive jurisdiction over any such dispute or claim.
APPENDIX: Cancellation form:
(You may use this form to exercise your right to cancel, where applicable)
To: Clark Holt Limited, Hardwick House
Prospect Place, Swindon SN1 3LJ
I/We* hereby give notice that I/we* cancel my/our*contract (retainer) for the supply of the following service:
Ordered on*/received on* ………………………………….[date]
Name of consumer(s): ……………………………………………
Address of consumer(s) ……………………………………………………………………………………………
Signature of consumer(s) …………………………………………………………………………………………..
(only if this form is notified on paper).
(*Delete as applicable)