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Standard Terms Of Engagement

Standard Terms Of Engagement

  • 1 Introduction
    • 1 These are the standard terms under which you have engaged Kearns, Solicitors to represent you.
    • 2 In these standard terms:
      • 2.1 Associates mean any partnership, company, wherever incorporated, or other legal person or entity controlled or represented by you or, if you form part of a group, all legal entities in that group;
      • 2.2 Engagement means our engagement by you;
      • 2.3 Engagement Letter means the engagement letter or client care letter from us with which these Standard Terms were provided;
      • 2.4 Engagement Terms means these Standard Terms and the Engagement Letter and any variation or addition which may be agreed in writing between you and us;
      • 2.5 us, our or we refers to Kearns Solicitors;
      • 2.6 Standard Terms means these standard terms of engagement.
    • 3 To the extent that the Engagement Letter or any other written agreement concerning our Engagement conflicts with these Standard Terms, the Engagement Letter or other written agreement takes precedence.
    • 4 The Engagement Terms supersede any earlier terms concerning our Engagement that we may have provided to you. We reserve the right to amend these terms in the future in particular to reflect changes in law or practice.
    • 5 In these Standard Terms headings are for convenience only and are not to be taken into account in construing the text.
  • 2 Application
    • 1 The Engagement Terms will also apply to all other matters on which you or any Associate may instruct us. Where necessary we will ask you to ensure that each such Associate enters into separate Engagement Terms.
  • 3 Our Charges
    • 1 Our fees will be calculated on a fair and reasonable basis having regard to competitive fee rates in the legal services market in which we operate, our skills, the nature and extent of our Engagement and the overall circumstances.
    • 2 Except where we have agreed to charge fees on a basis referable to a specific value element of the work we are undertaking, the primary element in calculating our fees will be the time spent by fee earners on the services provided. We will inform you of the relevant hourly rates and any changes.
    • 3 In addition to time costs, we are entitled to reflect in our fees additional factors such as the urgency or speed of action required, the novelty or complexity of the issues involved, the place where the work is undertaken, unsocial hours worked by personnel (not limited to fee earners) and the overall value or importance of the work to you.
    • 4 Our work includes preparing for meetings by reading any relevant documents, making notes of important telephone calls and meetings, briefing meetings for delegation and other instances where the time involved may not be immediately apparent to you.
    • 5 Where practical we will give you an estimate of our likely fees based on the information available. Estimates are not binding. It is always difficult to give an estimate of fees as it will depend on matters that cannot be predicted, for example the reactions of, and steps taken by, any other parties. If requested we will endeavour to keep you updated as to the amount of fees incurred on an ongoing basis.
    • 6 If applicable, VAT at the prevailing rate will be payable on our fees. All hourly rates and all fee estimates quoted will be exclusive of VAT.
    • 7 Where necessary, we will incur disbursements in the course of our Engagement for which you will be charged. By engaging us you are authorising us to incur such expenses and disbursements as we think necessary. Such disbursements may include, but not be limited to, travel expenses, courier charges, company search fees, counsel’s fees and court fees. If there are any large disbursements contemplated, we will advise you of these before incurring them. We reserve the right to require payment in advance for disbursements. We reserve the right to make additional charges for substantial telephone calls, faxes and photocopying.
  • 4 Billing arrangements
    • 1 In relation to work other than transactional work, our usual practice is to bill monthly in arrears for work done or expenses incurred. In periods of particularly high activity, interim bills may be rendered more frequently if appropriate in the circumstances.
    • 2 We may at our discretion, as a condition of acting or continuing to act for you, require payment in advance on account of fees and disbursements to be incurred and/or payment of interim bills immediately on delivery.
    • 3 In relation to specific projects, where agreed we will bill on a transactional basis at or before completion. Payment is not conditional on completion or any other event taking place.
    • 4 All bills are due to be paid on presentation unless agreed by us to the contrary. Cash will not be accepted. We reserve the right to refuse to accept payment if funds are received by us from sources which are unexpected and unexplained. In such event our bill will remain outstanding. Payment of bills from outside of the United Kingdom should be made by wire bank transfer in sterling.
    • 5 We reserve the right to charge interest on all bills (interim or final) remaining unpaid in whole or in part after 30 days, at the Judgment Debt rate.
    • 6 If a bill is overdue for payment we reserve the right to retain documents and papers belonging to you and your Associates irrespective of the matter to which they relate or whether our Engagement has been terminated.
    • 7 Bills will be addressed to you, our client, not to any third party (even if requested by you) though we may agree to bills being paid by a third party if: we have satisfied ourselves as to the identity and address of the third party payer for anti-money laundering purposes; we have, if we require, satisfied ourselves as to the source of the third party’s funds.
  • 5 Appointment of experts, agents and overseas lawyers
    • 1 We may need to procure the services of experts and agents from both within the United Kingdom and overseas, including overseas lawyers to act on your behalf during the course of handling an engagement for you. Where we do so, all such appointments will be as independent experts and your agents and we will not be responsible for any negligent advice or other default on their part. Your cause of action will be direct against the expert or agent.
    • 2 Where we engage lawyers or other advisers on your behalf you will be billed directly by them and will be personally responsible for any fees or disbursements that are incurred by them.
  • 6 Money on client account
    • 1 Money which we hold on your behalf will be held in an interest bearing account or accounts, reserved for clients’ money, until it is either applied as agreed in payment of our fees and disbursements or any balance is returned to you. You will be entitled to interest on amounts held on your behalf unless the amount of such interest is less than £20 or unless we are otherwise not required to pay it to you under the Solicitors’ Account Rules.
    • 2 Money held by us for you and your Associates and accrued interest may be applied in payment of our pending bills for work-in-progress or existing bills whether overdue or not.
  • 7 Electronic Communications
    • 1 Although we take considerable precautions to protect our electronic networks, we cannot guarantee the security or integrity of such communications and cannot accept any liability for degradation viruses or other infections. You nevertheless agree that we may communicate with you and others by email.
    • 2 Where additional protection is required in respect of electronic communications you should notify us appropriately in writing.
  • 8 Third party receipts
    • Unless otherwise agreed on a case by case basis, any sums received or recovered by us on your behalf from any third party (for example from the proceeds of litigation or the disposal of any asset or property) shall be credited against any amounts due to us for our fees and disbursements incurred on your behalf, whether billed or not.
  • 9 Limitations on our Liability
    • 1 We will only provide our services to you under this Engagement and we will not accept any liability to any other person.
    • 2 Except where expressly set out in these Standard Terms all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    • 3 We will not be liable for failure or delay or for the consequences of any failure or delay in the performance of your instructions if it is due to any event beyond our reasonable control including without limitation, acts of God, war, industrial disputes, power failures, fire, flood, storm, explosion, acts of terrorism and national emergencies.
    • 4 The extent to which any loss or damage will be recoverable by you from us will be limited so as to be in proportion to our contribution to the overall fault for such loss or damage, taking into account any contributory negligence by you, your other advisers and/or any other third party responsible to you and/or liable in respect of such loss.
    • 5 We will not be liable to you for any indirect or consequential loss or damage or for any loss of profits.
    • 6 Nothing in the Engagement Terms shall affect any liability which we may have to you in respect of any personal injury or death resulting from our negligence any loss caused by our fraud. The terms of this paragraph 9 shall apply notwithstanding any termination of our Engagement for any reason.
    • 7 We may agree with you in the Engagement Terms an appropriate financial limit on our liability to you which will always be subject to this paragraph.
    • 8 For the purposes of this paragraph ‘liability’ and being ‘liable’ includes liability of any kind whether in contract or tort.
  • 10 Anti-Money Laundering
    • 1 The Proceeds of Crime Act 2002, the Money Laundering Regulations 2007 (the “Money Laundering Regulations”) and Solicitors Regulation Authority guidance require us, along with all other solicitors, (i) to undertake identity (including address) checks on a regular basis in respect of all clients; (ii) to ensure that each client, its business and its source of funds are known; (iii) to keep records of the identity and address checks for at least five years; (iv) to report to the authorities (without notifying the client) any suspicion of money laundering; (v) if such a report is made, to cease acting for the client (without explaining why to the client) unless and until the authorities give consent to proceed or unless and until consent is deemed to have been given pursuant to certain statutory provisions.
    • 2 As a pre-condition to our acting for you we will require you to provide to us certain information and documents (originals or certified copies) which will be specified separately. This information and documents must be provided to us immediately following the request (unless specified otherwise) failing which we may have to cease to act and will consider whether the failure to provide the information/documents necessitates the making of a report to the authorities.
    • 3 We accept no responsibility for any loss, damage or expense which may be suffered or incurred whether directly or indirectly or otherwise howsoever by any client or by any person or entity who or which has approached us with a view to becoming a client or who or which we understand wishes to become a client in any circumstances in which we have acted in compliance with what we consider to be our obligations pursuant to the Proceeds of Crime Act 2002, the Money Laundering Regulations or Solicitors Regulation Authority guidance and/or such other legislation, regulations or guidance as we may be obliged to comply with from time to time.
  • 11 Politically Exposed Persons
    • The Money Laundering Regulations 2007 include provisions which in practice require us to establish whether an individual for whom we are asked to act is a Politically Exposed Person (“PEP”). For the purposes of this firm’s Engagement Terms, a PEP is a person who is or has been within 12 months of the date of the Engagement Letter any of the following: a person who has been entrusted with one of the following prominent public functions in the UK or by the UK government or in or by a state other than the UK or by a European Community institution or an international body: heads of state, heads of government, ministers and deputy or assistant ministers members of parliament members of supreme courts, of constitutional courts, or of other high-level judicial bodies whose decisions are not generally subject to further appeal, except in exceptional circumstances members of courts of auditors or of the boards of central banks ambassadors, chargés d’affairs and high-ranking officers in the armed forces members of the administrative, management or supervisory bodies of state-owned enterprises In addition to the primary PEPs listed above, a PEP also includes: family members of a PEP – spouse, partner, children and their spouses or partners, and parents known close associates of a PEP – persons with whom joint beneficial ownership of a legal entity or legal arrangement is held, with whom there are close business relationships, or who is a sole beneficial owner of a legal entity or arrangement set up by the primary PEP If you are a PEP then you should inform us immediately. By signing and returning this firm’s Engagement Letter you acknowledge that you are not a PEP. If you inform us that you are a PEP, the law requires us to consider formally whether or not, in the circumstances, we will act for you. In that event we shall notify you of our decision.
  • 12 Confidentiality
    • 1 All information regarding your business and affairs will be kept confidential at all times unless you instruct us to disclose information or we are compelled to disclose it by law, for example, where there is any suspicion of money laundering or other fraud or crime is involved.
    • 2 Under money laundering legislation, solicitors are under a legal duty in some circumstances to disclose information to the National Criminal Intelligence Service. Where a solicitor knows or suspects that a transaction on behalf of a client involves money laundering, the solicitor may be required to make a money laundering disclosure.
    • 3 If, while we are acting for you, it becomes necessary to make a money laundering disclosure, we may not able to inform you that a disclosure has been made or of the reasons for it because the law prohibits ‘tipping-off’. Where the law permits us to, we will tell you about any potential money laundering problem and explain what action we may need to take.
    • 4 We may on occasion need to outsource work such as typing or photocopying documents. Although we will do everything possible to keep such outsourcing work confidential and secure, this can potentially increase the risks in relation to preserving client confidentiality for which we accept no responsibility.
  • 13 Data Protection
    • You acknowledge that, in order to act for you and for the proper and effective management of your file, we will obtain information from you, including personal data. You further acknowledge that it may be necessary to transfer your information and data within this practice.  We confirm that we will deal with your information in accordance with our obligations under the Data Protection Act 1998 and the GDPR as detailed in our privacy policy.
  • 14 Potential Conflicts of Interest
    • An actual or potential conflict between your interests and the interests of another client of the firm, or the firm itself, may arise during the course of our Engagement. If this situation arises during our dealings with you, we will discuss the position with you and determine the appropriate course of action. In order to protect your interest, our professional rules may require us to stop acting for you on that matter.
  • 15 Complaints
    • Any complaints or concerns about our work should initially be raised with the partner responsible. If that does not resolve the problem to your satisfaction you should contact Josephine Bennett, Director. If the matter remains unresolved, the complaints procedure will be implemented. A copy of the procedure is available on request.
  • 16 Financial Services
    • 1 If during this appointment you need advice on investments, we may have to refer to you someone who is regulated by the Financial Services Authority, as we are not. However, as we are regulated by the Law Society, we may be able to provide certain limited investment services where these are closely linked to the legal work we are doing for you.
    • 2 If you have any problem with any such services we have provided for you then please let us know. If for any reason we are unable to resolve the problem between us to your satisfaction, then the Law Society also provides a complaints and redress scheme.
  • 17 Tax advice
    • Our ability to provide you with tax advice is limited. If you have any specific need for advice on tax matters please discuss this with us and, if appropriate, we will refer you to an appropriate expert.
  • 18 Storage of documents
    • 1 Files and papers relating to your matters will be stored for such time as we judge reasonable or for such time as we are required by law to do so, but in any event for a period of not less than six years from the date of sending you the final bill for the file in question, after which we may destroy them without further reference to you.
    • 2 Such files or papers may be preserved on microfilm or by other means of image processing or in electronic form. This applies to all papers other than title deeds, wills and similar items you have asked us to keep in safe custody.
  • 19 Acceptance of these terms
    • 1 Your continuing instructions will amount to acceptance of our Engagement Terms.
    • 2 These terms of engagement are subject to review from time to time. A copy of any revised terms of engagement will be sent to you and will supersede previous versions.
  • 20 Termination of the appointment
    • 1 Both you and we have the right to terminate the Engagement by notice in writing at any time.
    • 2 Termination of the appointment or our inability to act for any reason will not affect our right to recover outstanding fees, disbursements or other charges, to render bills for work not yet billed, or to any other accrued rights upon termination.
  • 21 Applicable law and jurisdiction
    • 1 All opinions and advice given will be given under English law.
    • 2 Our Engagement Terms and all matters arising from our contract are governed by English Law and are subject to the exclusive jurisdiction of the courts of England and Wales.