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These terms of engagement (which we call the Small Print) apply to the delivery of services by EMW Law LLP (us or we) to the client (you).
We will deliver our services in accordance with:
These documents together form the terms of the agreement between us (Agreement). Your terms and conditions of business will not apply, unless we agree otherwise in writing.
If we agree to any changes to the Small Print, we will only do so in writing.
If the terms of the Small Print and the Engagement Letter or COI conflict, the terms set out in the Engagement Letter or COI will have priority.
You can accept an Engagement Letter or COI for a period of 14 days from the date of issue, unless we have indicated otherwise.
We won’t accept any instructions from you until either:
whichever happens first.
2 VERIFYING YOUR IDENTITY
We are required by anti-money laundering laws to verify your identity before we are allowed to carry out any work for you. By signing our Engagement Letter or COI, you agree that we may:
An identity footprint will appear on your credit file when a credit reference agency receives a search request from us. This may be seen by other organisations but it has no effect on your credit rating.
3 EXCLUSION OF LIABILITY FOR MEMBERS AND EMPLOYEES
The Agreement is between you and us.
Our members and employees will not personally have any responsibility or responsibility to you, or to any third party, for carrying out any work under the Agreement, including in respect of any failure by us to properly perform our obligations under the Agreement. This includes liability for negligence, breach of contract or for any other reason.
4 LIMITATION OF LIABILTY
We do not limit or exclude liability to you for:
The following paragraphs in this clause 4 apply to any other liability that we may have to you:
5 THIRD PARTY RIGHTS
Any person who is not a party to the Agreement has no right to enforce any term of it.
6 YOUR INSTRUCTIONS TO US
We may rely upon instructions from any person in your organisation that we reasonably believe to be authorised by you to instruct us.
Instructions can be given either orally or in writing.
Once we have received instructions, we will send you an Engagement Letter or COI confirming our understanding of the services to be provided. You must contact us as soon as possible if there is any change to those instructions.
If we are acting for more than one person, you agree that we can assume that the person who gives us instructions has the authority of all of you. We will also assume that information or advice provided to one of you will be shared with all.
7 EMAIL COMMUNICATION
You agree that we may write to you and other parties using e-mail. You acknowledge that information sent by e-mail or otherwise over the internet is not entirely secure or reliable.
We will seek to contact you by other means or at another e-mail address if we receive a notification that an e-mail has failed to reach you. If we do not receive a delivery failure notification, we will assume that e-mails have reached you.
If you do not wish us to communicate with you by e-mail, please let us know.
8 PROVISION OF SERVICES
We will allocate your work to a person with the appropriate expertise and experience to ensure that you receive the most cost-effective service.
The Engagement Letter or COI will identify the Principal of our firm who will be responsible for supervising each piece of work. They will also state the name and status of the person handling your matter.
We will provide services for your benefit and information only. Advice given to you (in any format) may not be disclosed to any third party without our prior written consent. An exception is that you may provide our advice to your other professional advisers for the purposes of seeking their advice in relation to your affairs. We are not responsible or liable to your professional advisors regarding our provision of services to you.
Any statements that we may make concerning the outcome of any matter are expressions of our professional opinion and are not guarantees. These opinions are necessarily limited by our knowledge of the relevant facts you provided to us. They are also based on the state of the law at the time they are expressed.
Our advice relates principally to English law and to European law. Unless we agree otherwise, we are not responsible for the work of foreign lawyers or other professionals engaged on your matters.
9 JOINT CLIENTS
This paragraph only applies if you are one of several parties who have instructed us on the same matter.
Where you instruct us with others, we will act for all of you jointly. Each of you will be responsible for payment of the total of our fees on that matter, not just for their respective shares. This will not change even if we do not issue our invoices to all of you. We may at our discretion re-issue invoices and address them to one or more of you. If at any time we cease to act for any of you, then the remainder of you will remain bound by the Agreement.
We are unable to keep information received from one of you confidential from the others.
Where you instruct us with others, you agree that we may represent all of you even if there may be potential conflicts of interest, on the basis that you all have a common interest in the matter which outweighs the potential for conflict. If, however, an actual conflict of interest arises between any of you, we will be unable to continue acting for all of you, at least on that issue where the conflict has arisen.
We will hold information about you and your affairs in the strictest confidence. We will only provide such information to a third party if required to do so by law, to the extent necessary for our work for you or if you have given us your actual or implied consent to disclosure.
We are accredited with “Lexcel”, the Law Society's legal practice quality mark for excellence in legal practice management and client care. To maintain this accreditation we have to allow audits or quality checks to be carried out on our files by external organisations. These external organisations are required to keep our files confidential.
Although we have a duty of confidentiality to you, we are required by law to make a disclosure to the National Crime Agency where we know or suspect a transaction may involve money laundering or terrorist financing. If we make a disclosure, we may not be able to tell you. We may also have to stop working on your matter for a period of time and not be able to tell you why.
We will not be liable in any way for making a disclosure, or for not informing you, or for suspending our work, if we reasonably believe that we are acting in accordance with these legal requirements.
11 OUR CHARGES
Our fees may take into account a number of factors including:
Time spent by our staff in providing services to you is recorded and charged in units of 6 minutes.
Our hourly rates are reviewed annually on 1 April. We will inform you if our hourly rates increase while we are undertaking a matter on your behalf. Our range of hourly rates for the period beginning 1 April 2015 is:
£225 – £475 per hour
£165 – £350 per hour
£240 – £450 per hour
£120 – £265 per hour
£100 – £150 per hour
£55 – £160 per hour
We may issue interim bills at any time for work done to date unless we agree otherwise in our Engagement Letter or COI. Interim bills will be for a proportion of the total fees for the matter and reflect hours worked on the matter so far. At the end of your matter we will issue a final bill that charges the remainder of the total fees that was agreed in the Engagement Letter or COI.
We may ask you for advance payments that we will keep on account for future fees and/or disbursements. We may ask for advance payments either at the start of a matter or at any time during it. Your payment will be held in our client account until it is used to pay bills we have issued to you or disbursements that we have paid on your behalf. If for any reason we do not carry out work or incur disbursements to the value of the amounts on your account, we will return the remaining balance to you. If we request an advance payment, you should not regard the amount requested as an estimate of our total fees.
If someone else agrees or is required to pay your legal costs, that does not change your primary responsibility for our fees and disbursements if they fail to pay or delay payment.
You must pay our invoices within 30 days of their date, except where we have agreed a different payment date with you in writing. If you fail to pay any invoice that we issue to you by its due date, then all invoices that we have issued to you will immediately become due and payable and we may commence proceedings against you in respect of all unpaid invoices.
We do not accept cash as a means of payment.
If any of our invoices remain unpaid when due or if we reasonably believe that you will not pay them, we may suspend any further work on your behalf or on behalf of anyone connected with you until our invoices are settled in full. The same applies if you do not make any advance payments that were properly requested.
All fees and hourly rates are stated exclusive of VAT, which will be payable in addition. We will add VAT at the current rate to all fees and (where applicable) disbursements charged to you.
We will charge interest on overdue amounts at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. We may add interest to your debt from the date your payment is due. Where the Late Payment of Commercial Debts (Interest) Act 1998 is not applicable we will charge interest at a rate of 1.5% over LIBOR from the date payment is due.
In addition to our fees, you will have to pay for any expenses properly incurred by us on your behalf, for example:
plus VAT where applicable.
For travel, our standard policy is first class rail and economy class air travel within the UK and business class or equivalent for overseas travel.
We charge fixed fees for the services listed below, in addition to any other charges agreed with you. The fixed fees listed below incorporate both the time cost to us and the disbursement cost charged to us by our suppliers:
We will issue interim invoices for disbursements immediately after they have been incurred. In most instances, we will ask you to make an advance payment to cover disbursements that we may have to make as part of our engagement.
If we have a credit balance of £50 or less on client account at the conclusion of a matter, we will take all reasonable steps to refund this money to you. If we are unable to trace you for any reason, we reserve the right to donate this amount to a charity of our choosing.
12 CREDIT LIMIT
We may set a credit limit for you and carry out a credit search to help us set this limit.
The credit limit is for our benefit and is neither a fees estimate, nor a limit on the fees we may incur without your consent. We may vary, waive or exceed the credit limit at our discretion. We may deny or remove credit if we consider that you may be unable or unwilling to pay all our fees and disbursements. The credit limit is to cover:
for you and (where relevant) any clients that are related or connected to you, on all matters.
If your credit limit is exceeded (or would be exceeded by further work or disbursements), we will normally suspend work until we receive a payment of outstanding bills or an advance payment. We will tell you before we do this. This does not prevent us from taking any other action to recover payment of fees when due, nor from asking you for additional advance payments.
If you solicit or entice any of our employees away from our employment to work for you or any third party (a Leaver), then you will be liable to pay us an amount equal to the actual costs we incur in recruiting a replacement member of staff at any time within 6 months after the date upon which the Leaver leaves our employment.
14 SERVICE QUALITY
We continuously strive to improve the quality of our service and welcome all constructive feedback.
If at any time you would like to discuss how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by speaking to:
We will look into any complaint carefully and promptly and will do all we can to explain our position to you.
If we have given you a less than satisfactory service, we will do everything reasonable to put it right. If you are still not satisfied, you may of course take up matters with the Legal Ombudsman, PO Box 6806, Wolverhampton, WV1 9WJ; on 0300 555 0333 or via their website www.legalombudsman.org.uk.
We have a written complaints procedure available on request.
We often have to provide undertakings on behalf of our clients. These are commitments that are binding on us to do things on your behalf (for example to send money or documents to a third party). Where we properly give an undertaking on your behalf, we will be entitled to ignore any instructions that you give us later and which would cause us to be in breach of that undertaking. You agree to do anything required of you to enable us to comply with our undertaking.
16 CLIENT MONEY
Money we hold on your behalf is held in a client account, and is kept separate from our own money. Your money is protected under the Solicitors’ Accounts Rules (SAR) and Solicitors’ Compensation Fund. It earns interest at the rates prescribed by SAR, subject to minimum amounts and time periods.
Unless we are negligent or breach the SAR, we are not responsible for loss of client money due to bank failure or any other matter, or for delays in money transmission.
We will normally only make payments if we hold sufficient funds in our client account, but should there be shortage of funds in our client account for your matter, then so long as we are not in breach of the SAR and we haven’t been negligent, you will pay us the sums required to bring the account back into balance (including interest).
17 FINANCIAL CONDUCT AUTHORITY
We are not authorised by the Financial Conduct Authority.
We are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. The register can be accessed at Financial Services Register - Financial Conduct Authority.
We are an exempt professional firm able to carry on exempt regulated activities (which are limited in scope) where they arise out of, or are complementary to, the provision of a professional service to you. Services we are able to provide include:
as an incidental part of our professional services.
Our insurance mediation activity and exempt regulated activities are regulated by the Solicitors Regulation Authority. Complaints and redress mechanisms are provided through the Solicitors Regulation Authority and the Legal Ombudsman.
18 DATA PROTECTION
We outsource elements of our secretarial work to South Africa. We have a confidentiality agreement in place with the provider to protect any information that we outsource. By accepting our Small Print you consent to us transferring digital files which may include personal data to our service provider in South Africa. If you do not agree to us transferring personal data to our service provider, please contact our Marketing Manager, Angela Easton.
From time to time we may send you information not related to your instructions that we think may be of interest to you. By accepting this Small Print, you agree to receiving this information. If you do not wish to receive this information, please notify Angela Easton, who will remove your name from our mailing list as soon as reasonably possible. We will not pass your details to any other person for marketing purposes.
We may pass on your information to companies that provide services to us as our data processors under strict confidentiality and to any purchaser of a substantial part of our assets.
You may request details of any personal information that we hold about you at any time. Please send such requests to Angela Easton. We may charge a fee for the provision of our records. If you believe that any of the personal information that we hold about you is incorrect, please notify Angela Easton and we will correct any errors as soon as possible.
We may record telephone calls for the training and monitoring purposes.
19 ENDING THE AGREEMENT
You may end the Agreement at any time for any reason.
We may terminate the Agreement at any time on reasonable notice so long as we have a good reason to do so, including:
If the Agreement ends for any reason before our work is concluded, we may charge for all work up to the date that the Agreement ends (unless we have agreed otherwise in writing) at the lower of our hourly rates or any agreed fee. We may also charge at our hourly rates for any work done after the Agreement ends but arising from it, such as removing our name from a court record, complying with undertakings, dealing with client money, storing, retrieving or copying papers, replying to audit or tax enquiries, complying with legal or regulatory requirements, answering your questions or giving evidence in proceedings arising from your case.
If you choose to instruct alternative legal advisors at the end of the Agreement, you can request that we pass your files to them. We will do so if you make this request in writing and if all of our outstanding invoices payable by you or by third parties on your behalf have been settled in cleared funds and in full.
If any court or other competent body decide that any provision (or part of it) of the Agreement is unlawful, unenforceable or invalid, the remainder of the Agreement will continue in full force and effect.
21 LAW AND JURISDICTION
Our relationship with you in respect of all work undertaken on your behalf is governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction (but nothing shall prevent us from enforcing payment of money due to us in courts outside England).
© EMW Law LLP September 2012