Terms and Condition of Business
Issue Date: 1 March 2018
Scope of our work
The work we will do for you in any particular matter is specified in the relevant Client Care letter and unless otherwise agreed in writing, we are not responsible for advising you on matters not directly related to that work.
People responsible for your work
You will be told in your initial letter, who is dealing with your work and who is supervising them. We try hard to avoid changing the people who are handling your work but if this becomes necessary, we will notify you promptly who will be handling your matter. If for any reason any members of the team are not available, then please ask for their secretaries, who will be happy to take any message for you. At any time, please telephone for an appointment – the person handling your case may not be available if you call at the office unexpectedly.
We will aim to communicate with you by such a method as you may reasonably request. We may need to virus check discs or email. Unless you withdraw consent, we will communicate with others when appropriate by email or fax but we cannot be responsible for the security of correspondence and documents sent by email or fax.
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 and in the event of any conflict or uncertainty, we are entitled to insist upon agreed joint instructions.
We may, if requested by you in writing, disclose details of your matter to, and accept instructions in relation to your matter from, a third party, but we are not obliged to do so and may cease to accept such third party instructions at any time. You should be aware that necessary steps to verify or confirm any third party instructions with you may well increase charges and expenses. The work we do for you is reliant on the instructions and information provided by you (and/or any person you have authorised to instruct us on your behalf). We will not be responsible for any consequences which may arise from a delay or failure by you, or them, to give us full and accurate instructions and information.
Charges and expenses
Unless otherwise set out in a Client Care letter, our charges are based on the time we spend in dealing with a matter. Time spent will include meetings with you and perhaps others; travelling; considering, preparing and working on papers; correspondence (which includes letters, faxes and emails in each case sent and received); making and receiving telephone calls and making appropriate file and attendance notes. Sometimes we will deal with matters on a fixed fee or contingency fee basis. In either case the details will be clearly explained in the accompanying Client Care letter. Please note that the cost of letters received will not be recoverable from another party on an Assessment (where applicable, please see Client Care Letter re: Assessment). However, they do form part of our charges.
You will be informed in your initial Client Care letter of the current charging rate of the person dealing with your case, and any types of fee earner who may assist them. To avoid unnecessary expense and delay, you agree to work being carried out on occasions by a suitably qualified fee earner of equivalent grade without our having to seek your specific authority (for example during fee earner absence or holidays).
All time is recorded in units of a minimum of 1/10th of an hour and rounded up to the next whole unit.
Correspondence and telephone calls that do not involve time of more than one unit are charged as one unit. Correspondence and telephone calls that involve more than one unit are charged on a time basis in units of 1/10th of an hour, rounded up as above.
Please remember that following any meeting or telephone call, any file or attendance note will involve chargeable time.
We reserve the right from time to time to review and increase the hourly rates. Should rates increase before a matter is concluded, we will inform you of any variation before it takes effect.
In addition to the time spent, we may take into account a number of factors which include the complexity of the issues, the speed at which action must be taken, the expertise or specialist knowledge which the case requires and, if appropriate, the value of the property or subject matter involved. The rates may be higher if, for example, the matter becomes more complex or urgent than expected but we will notify you in advance if higher rates are to apply.
If you have a query about the level of any revised rates notified to you, please contact the person dealing with your case straight away.
The amount of our charges which you will have to pay may be greater than the amount you can recover from another party to the case, and unless otherwise agreed you are liable for payment of our charges regardless of any right of contribution or payment from another party.
We will add VAT to our charges at the appropriate rate. Our VAT Registration No. is 534 3741 52.
There may be certain other expenses, including payments we make on your behalf, such as search fees, court fees, fees for medical and other expert reports and barrister’s fees, which you will have to pay. It is usual to request and receive payment on account to cover such outlays prior to our making them and we reserve the right not to incur or pay expenses unless we are in receipt of cleared funds from you. This includes instructing barristers or experts. VAT is payable on certain expenses.
We will provide estimates of costs based on information available to us. We will inform you if any unforeseen additional work becomes necessary (for example, due to unexpected difficulties or if your requirements or the circumstances significantly change during the course of the matter). We will also inform you of its estimated cost in writing before any extra charges and expenses are incurred.
You may set a limit on the charges and expenses to be incurred or an agreed series of interim budget limits. This means that you have agreed to those up to the agreed limit without our needing to refer back to you. We will inform you if it appears that the limit may be exceeded. We will not exceed the limit without first obtaining your consent and will not be obliged to carry out any work beyond any agreed limit, even if the matter is not concluded.
If, for any reason, your matter does not proceed to completion, we will charge you for work done and expenses incurred.
It is normal practice to ask clients to pay sums of money from time to time on account of the charges and expenses which are expected in the following weeks or months. This helps to avoid delay in the progress of your case. You will have been advised of the level of any initial payment on account in a separate letter. We may request further payments on account for charges and expenses to be incurred as the matter progresses, either by way of a payment on account or an invoice. When we put these payments towards your bill/s, we will send you a receipted bill. We will apply any balance of any such payments against your final bill, but it is important that you understand that your total charges and expenses may be greater than any advance payments. We reserve the right to cease work on your file if any request for a payment on account or invoice is not settled promptly and you agree that circumstances may arise where a payment on account must be made forthwith.
If you are due to receive money from another party (whether on a completion, or otherwise), we reserve the right to have that money made payable to us and to deduct any balance of our fees from that money before forwarding the balance to you.
Where your matter involves a property or other purchase completion, we will provide details of charges and expenses (including any unpaid interim bills) and these will be payable by you at completion and we reserve the right not to complete until they are paid.
Confidentiality and Proof of Identity
In order to comply with the law on Money Laundering, we need to obtain evidence of your identity as soon as practicable. We will therefore ask you to provide us with documents to verify your identity and address at the outset of your matter, and if you cannot provide these, we reserve the right not to continue to act for you. You agree that we may use personal information provided by you in order to conduct appropriate anti fraud checks. Personal information that you provide may be disclosed to a credit reference or fraud prevention agency, which may keep a record of that information. Solicitors are under a professional and legal obligation to keep the affairs of clients confidential. This obligation however, is subject to a statutory exception. We are obliged to operate an anti-money laundering reporting procedure. If we know or suspect that you (or any other party in the matter) are involved in money laundering or hold the proceeds of crime, the firm is required by law to make a report to the National Crime Agency (NCA) without advising you that it is doing so. We are also prohibited from confirming or denying that a report has been made. These requirements override the firm’s duty of confidentiality to you. Proceeds of crime are assets or income which may have been acquired through some illegal activity, for example drug-trafficking, non payment of tax or fraudulently obtaining benefits. If a report is made to NCA, we must stop work on the matter until we are authorised by NCA to proceed. Any fees, disbursements and expenses incurred in complying with the above will be charged to you. There may be circumstances in which we consider it prudent, in order to protect our own position, to make a report to NCA which later turns out not to have been required by law. By instructing us you agree that such reports can be made. The firm does not accept liability for any direct or indirect or consequential loss including, but not limited to, any loss of profits or anticipated profits, damage to reputation or goodwill, loss of business or anticipated business, damages, costs expenses incurred or payable to any third party (in all cases whether direct, indirect or consequential) arising from any delay or otherwise as a result of any reports made to NCA or any steps necessary to ensure compliance with our statutory obligations.
We have the right to send you an interim statute bill for our charges and expenses (outside of the scope of any Public Funding Certificate) at what we consider to be suitable intervals while the work is in progress. We will issue a final bill at or after completion of the work.
Unless a bill is payable on completion or out of monies held on account, payment is due to us within 14 days of our sending you a final or interim bill. We will charge you interest on the unpaid element of the bill at the rate payable on judgement debts from 14 days from the date of the bill. Interest will be charged on a daily basis.
If you have any query about your bill, you should contact the person dealing with your case straight away. If that does not resolve the matter, you have the right to complain as mentioned below.
Our firm’s policy is only to accept cash up to £1,000 in any one month period and funds must not be paid into our Client Account without our agreement. If any client circumvents this policy by depositing cash or funds direct with our bank, we reserve the right to charge for any additional work and all involved checks we deem necessary regarding the source of funds.
We accept payment by most debit cards, either in person in the office or over the telephone. Please quote our file reference when making a payment to us.
Any refund which may be due to you can only be made in circumstances where all necessary checking procedures have been completed and where the original payment has cleared through the banking system and we are holding cleared funds in our account. Where payment has been made to us by credit/debit card, a refund can only be made to the card used to make the payment. Any funds paid on account which are due to be refunded, will be treated as described under “Charges and Expenses” above. Unless paid by credit/debit card a refund can only be made to you, as the client, and not to any third party, regardless of who made the payment.
We reserve the right to apply a credit limit to you. An additional credit limit may be applied to you and your associates together. “Associates” include companies within the same group or having common shareholders or management, or your co-directors, partners, family members or companies associated with you. Where a credit limit applies, we reserve the right to suspend all further work on your behalf, (including the incurring of expenses) until the aggregate value of un-invoiced work and expenses and unpaid invoices for you and your associates is reduced below the applicable credit limit, and/or all requested payments on account have been received.
Costs contributions from other parties
It is important that you understand that you will be responsible for paying our bills. Where appropriate, we will discuss with you whether all or part of our charges and expenses might be recovered by you from another person. Even if you are successful, the other party may not be ordered to pay any or all your charges and expenses or these may not be recovered from them in full or at all. In particular, charges for incoming correspondence items are usually not recoverable. If the other party is legally aided, you may not get back any of your charges and expenses, even if you win the case.
If you are successful and the Court orders the other party to pay some or all of your charges and expenses, interest may be claimed on them from the other party. We will account to you for any such interest received by us to the extent that you have paid our charges or expenses on account, but we are entitled to the rest of that interest.
You will also be responsible for paying the charges and expenses of seeking to recover any charges and expenses that the court orders the other party to pay.
Other party’s charges and expenses
In some circumstances, the court may order you to pay another party’s legal charges and expenses. For example, if you lose the case. This money is payable by you in addition to our charges and expenses. You should be aware that there are alternative methods of funding and you should consider whether our charges and expenses and your liability for another party’s charges and expenses may be covered by any insurance you may have such as motor insurance, household insurance or business insurance. Further, if you do not have any such insurance cover, then you may need to consider taking out an insurance policy which may cover another party’s charges and expenses and the insurance cover may also provide for our charges and expenses. We will discuss funding options with you.
Tax and planning advice
Your matter may involve tax implications or necessitate the consideration of tax planning strategies. Unless otherwise agreed in writing, we will not advise you on the tax implications of your matter, or the likelihood of them arising. If you have any concerns in this respect, please raise them with us immediately. We may be able to identify a source of assistance for you.
We will not advise you on the planning implications of any proposed purchase unless specifically requested in writing to do so by you, otherwise than by reporting to you on any relevant information provided by the results of the ‘local search’.
Where our Client Care letter and Terms of Business is addressed to more than one person (and in the absence of any contrary indication in the letter) your liability to us will be joint and several. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms of Business or the accompanying letter except to the extent that the letter expressly provides otherwise. All our invoices are primarily payable by you, whether or not you have an agreement or arrangement with a third party for their payment. Where you are a limited liability company, we may require one or more of your directors or in the case of a limited liability partnership, one or more of your members or designated members to guarantee your liabilities to us or that you provide other suitable security for the payment of our fees and expenses. We reserve the right to suspend work until satisfactory guarantees or securities have been provided. You are deemed to have agreed to the terms of the letter and these Terms of Business if you continue to instruct us on the work detailed in the letter.
Legal Aid Funding
If at any stage your financial circumstances change and you believe you may be eligible for Legal Aid funding, you must advise the person responsible for the conduct of your case so that arrangements for payments of future fees can be reconsidered.
Any money received on your behalf will be held in a Client Account in accordance with the SRA Accounts Rules 2011, unless instructed by you, in writing. Interest earned on funds held on our General Client Account will be calculated and paid to you at a rate not greater than that payable on the Royal Bank of Scotland Plc’s Designated Deposit Client Account, subject to a de minimis of £20.00. The period for which interest will be paid will normally run from the date(s) on which funds are received by us until the date(s) of issue of any cheque(s) from our Client Account. Clients should note that monies held on a general client account may achieve an interest rate somewhat lower than other personal accounts, and reflects the immediate access facility. Subject to the amount, purpose and/or period of time held, all interest earned on funds held in a Designated Deposit Client Account will be paid to you by way of credit by the bank directly to the account during the period it is operated. The rate given will be determined by the bank.
Where a client obtains borrowing from a lender in a property transaction, we will ask the lender to arrange that the loan is received by us in sufficient time to allow for completion on the agreed date. Such clients need to be aware that the lender may charge interest from the date of issue of the payment.
Should you wish to contract out of our interest policy and receive no interest due on funds held in our Client account, we would require you to acknowledge your understanding that this may not be in your best interests and confirm your instruction in writing.
Napthens LLP operate Client accounts at the Royal Bank of Scotland and HSBC Bank PLC. In the unlikely event of a bank’s failure, the Financial Services Compensation Scheme (FSCS) will repay individual clients up to a maximum of £85,000. Should you hold other personal funds at one of these banks, the limit applies to your total holding. Certain institutions trade under more than one brand name – you can check this at your branch. Should the situation arise, we would ask for your agreement to disclose certain details to the FSCS.
Equality and Diversity
Napthens is committed to promoting equality and diversity in all of its dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.
Consent to disclosure of confidential information – Conveyancing
By agreeing to these terms and conditions of business you authorise us in conveyancing matters to disclose to the other parties in the transaction and, if applicable to all other parties in the chain of transactions and their agents and advisers all information which we have in relation to your involvement in the transaction including any related sale or mortgage and other financial arrangements and wishes as to dates for exchange and completion. You may withdraw this authority at any time but if you do so you agree that we will inform the other party or parties and their agents or advisers that this authority has been withdrawn.
Professional Indemnity Insurance
The firm’s Professional Indemnity cover is provided by Travelers Insurance Company which offers worldwide coverage. They may be contacted at:
Exchequer Court, 33 St Mary Axe, London EC3A 8AG Tel: 0203-207-6912.
Foreign Jurisdictions and Laws
We can only advise you in relation to matters where the laws of England and Wales apply. In all other cases (unless otherwise agreed in writing), we will advise you to instruct a lawyer with relevant experience to advise you how your position might be affected in the relevant jurisdiction.
Storage of papers and documents
After completing the work, we are entitled to keep all your papers and documents while there is money owing to us for our charges or expenses. We will keep our file of papers (except for any of your papers which are returned to you) for no less than 12 years. We retain the file on the understanding that we have authority from you to destroy it after 12 years from the date of the final bill we send you for the matter.
We will not destroy documents which we agree to your depositing with us in safe custody. We reserve the right to charge a fee for archiving papers on your behalf but unless otherwise agreed, archiving is free of charge.
If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, or if you request them, we will make a charge based on the cost of retrieving them and time spent producing stored papers or documents to you or another at your request. We may also charge for reading, correspondence or other work necessary to comply with instructions given by you or on your behalf.
If you are a consumer client (i.e. if your matter is wholly or mainly outside your trade, business, craft or profession) then the Consumer Contracts (information, cancellation and additional charges) Regulations 2013 apply to your case and these regulations provide you with rights to cancel in certain situations.
a) You confirm your instructions to us at our offices – if you instruct us to deal with your matter at a meeting at our offices no cancellation provision apply.
b) You confirm your instructions to us at other premises – where you instruct us at a meeting at premises other than our offices, you have the right to cancel your agreement with us within 14 days of the date of receiving these terms and conditions of business. If you wish to cancel this agreement you must give us notice to that effect in accordance with the note of the right to cancel attached.
c) You confirm your instructions to us without any meeting – where you instruct us at a meeting you have the right to cancel your agreement with us within 14 days of the date of receiving these terms and conditions of business. If you wish to cancel this agreement you must give us notice to that effect in accordance with the note of the right to cancel attached.
In situations b or c above you can instruct us to commence work for you without waiting for the period of 14 days for cancellation to expire. In that situation you must confirm such instructions to us in writing by completing the attached form of agreement to commence work before the end of the cancellation period attached.
You may terminate your instructions to us in writing at any time but we will be entitled to keep all your papers and documents while there is money owing to us for our charges and expenses.
In some circumstances, and for good reason, we may stop acting for you. Circumstances include, but are not limited to, where you do not/cannot give clear or proper instructions, or if it is clear that you have lost confidence in how we are carrying out your work, or if you do not pay an interim bill or comply promptly with a request for a payment on account. We must give you reasonable notice that we will stop acting for you.
If you or we decide that we will no longer act for you, you will pay our charges on a time spent basis and expenses (including time and expenses which we are obliged to incur as a result of ceasing to act). In the case of any matter being dealt with on a No Win – No Fee or similar agreement, the terms of that agreement will apply. In the case of any residential conveyancing matter being dealt with on the basis of a fixed fee, then the terms of the relevant fixed fee quotation will apply.
We are confident of providing a high quality service in every respect. If, however, you have any queries or concerns about the work carried out for you or a bill you have received, please raise them in the first instance with the person dealing with your case. If that does not resolve the problem to your satisfaction then please contact the supervisor named in your initial letter, or alternatively you may prefer to contact the firm’s Client Care partner, Richard McDowell. We value you and would not wish to think you have reason to be unhappy with us.
We will try to resolve any problem quickly and we operate a Client Complaints Policy – a copy of this is available on request. If for any reason we are unable to resolve the problem between us, then you can ask the Legal Ombudsman, PO Box 6806, Wolverhampton WV1 9WJ about your complaint. For further information, you should contact them on 0300 555 0333 or at firstname.lastname@example.org. In certain circumstances, if your complaint concerns a bill you have received, you may have the right to have the bill assessed by the court Under Part III of the Solicitors Act 1974. The Legal Ombudsman may not consider a complaint about a bill if an application for assessment has been made to the court. Napthens LLP is authorised and regulated by the Solicitors Regulation Authority. To view a copy of the SRA Handbook, please visit the SRA website at www.sra.org.uk.
Napthens is not authorised 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 mediation activity, which is broadly the advising on, selling and administration of certain insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.
The Law Society of England and Wales is a designated professional body for the purposes of the Financial Services and Markets Act 2000. The Solicitor’s Regulation Authority is the independent regulatory arm of the Law Society. The Legal Ombudsman is the independent complaints-handling body.
Sometimes your matter may involve investments. We are not authorised by the Financial Conduct Authority to advise on investments and so may refer you to someone who is authorised to provide any necessary advice. However, we can provide certain limited services in relation to investments, providing they are closely linked to the legal services we are providing to you, as we are regulated by the Solicitors Regulation Authority.
Under the Data Protection Act 1998 we are obliged to inform you that your details will be held on our database. This data will be used primarily for the provision of legal services to you. Our work for you may require us to share this data with third parties such as expert witnesses and other professional advisers. By providing us with personal data relating to you or any third party in connection with any matter on which we may be instructed, you hereby consent to the use and processing of such data in accordance with these terms. Should it be necessary to share data with any country or territory outside the European Economic Area (EEA), a contract will be put in place with our supplier to ensure an adequate level of protection.
We may from time to time send you information which we think might be of interest, such as to inform you about our services and events. If you do not wish to receive this information, please notify this office in writing. (See also below).
Audit & Assessment
The firm is registered under the ISO 9001:2008 quality standard. As a result, we are subject to audit and assessment by external assessment bodies to ensure standards are met. Your agreement to these Terms of Business confirms your agreement to your file of papers being made available to the relevant assessment bodies for audit if required.
Unless otherwise agreed, these terms of business apply to any future instructions you give us.
Your continuing instructions in this matter will be deemed to constitute your acceptance of these terms and conditions of business. Even so, we ask you to please sign and date the enclosed copy of the covering letter attached to these terms and return it to us immediately.
The terms of any Client Care letter sent to you regarding a specific matter will apply and will take priority over these general terms and conditions.
Unless otherwise agreed in writing to the contrary, the advice provided and the work carried out by us in relation to any matter is intended to be relied on only by you and no other person, and we accept no liability to third parties.
This is an important document: please keep it in a safe place for future reference.
Napthens LLP. Registered office: 7 Winckley Square, Preston, Lancashire PR1 3JD. Napthens LLP is a limited liability partnership registered in England and Wales: Number OC325775. The term “partner” indicates a member of Napthens LLP who is not in partnership for the purpose of the Partnership Act 1890. A list of members is available from our registered office.