Now Legal LLP Solicitors is a firm of solicitors regulated by the Solicitors Regulation Authority. A list of our Members is available on request.
In these Terms of Business the expressions “we”, “us” and “our” refers to Now Legal LLP Solicitors, and the expressions “you” and “your” refers to our client.
These Terms of Business together with the accompanying Letter of Engagement including any variation, deletion or addition to these terms contain all of the terms agreed with you in relation to our engagement.
We specifically draw to your attention the section named Scope of Liability which sets out the scope of our liability.
This firm is committed to promoting equality and diversity in all of its dealings with clients, third parties and employees, and is required to produce a written equality and diversity policy. Please contact us if you would like a copy.
We aim to offer our clients quality legal advice with a fast and efficient personal service at a fair cost. As a start, we hope it is helpful to you to set out in this statement the basis on which we will provide our professional services.
Our hours of business
The normal hours of opening at our offices are between 9.00 am and 5.30 pm on weekdays. Messages can be left on the answer phone outside those hours and appointments can be arranged at other times when this is essential.
People responsible for your work
We shall carry out the work on your behalf as detailed in the Letter of Engagement.
The Letter of Engagement confirms the name and status of the person who will deal with the matter. We will try to avoid changing the people who handle your work but if this cannot be avoided, we will tell you promptly of any change and why it may be necessary.
Where relevant we will also confirm the name and status of their supervisor and if appropriate which member is responsible for your work either directly or with overall departmental responsibility.
Charges and expenses
Our charges will be calculated mainly by reference to the time actually spent by the solicitors and other staff in respect of any work which they do on your behalf. This may include meetings with you and perhaps others; reading, preparing and working on papers; making and receiving telephone calls, e-mails, faxes and text messages; preparation of any detailed costs estimates, schedules and bills; attending at court; and time necessarily spent travelling away from the office. From time to time we may arrange for some of this work to be carried out by persons not directly employed by us; such work will be charged to you at the hourly rate which would be charged if we had done the work ourselves.
We record time in units of six minutes. We may round up time of less than six minutes and treat that time as one unit.
Routine letters, e-mails and texts that we send and routine telephone calls that we make and receive are charged at one-tenth of the hourly rate. Routine letters, e-mails and texts received are charged at one-twentieth of the hourly rate. Other letters, e-mails and calls are charged on a time spent basis.
The current hourly rates are set out below. We will add VAT to these at the rate that applies when the work is done. At present, VAT is 20%.
Partners and Senior Solicitors
Assistant Solicitors and Fellows of Inst. of Legal
Legal Executives, Senior Assistants
Junior Executives/Personal Assistants
The rates that apply to your case will be contained in the Letter of Engagement. These hourly rates have to be reviewed periodically to reflect increases in overhead costs and inflation. Normally the rates are reviewed with effect from 1 January each year. If a review is carried out before this matter has been concluded, we will inform you of any variation in the rate before it takes effect.
If the rate of VAT changes we must apply the new rate (whether higher or lower) to our fees if such change comes into force before we have invoiced you for our services.
In addition to the time spent, we may take into account a number of factors including any need to carry out work outside our normal office hours, the complexity of the issues, the speed at which action has to be taken, any particular specialist expertise which the case may demand. An increase in the rates may be applied to reflect such factors. In property transactions, in the administration of estates and in matters involving a substantial financial value or benefit to a client, a charge reflecting, for example, the price of the property, the size of the estate, or the value of the financial benefit may be considered. It is not always possible to indicate how these aspects may arise but on present information we would expect them to be sufficiently taken into account in the rates which we have quoted. Where an increase in the rates or a charge reflecting any value element is to be added we will explain this to you.
Solicitors have to pay out various other expenses on behalf of clients ranging from Land or Probate Registry fees, court fees, experts' fees, and so on. We have no obligation to make such payments unless you have provided us with the funds for that purpose. VAT is payable on certain expenses. We refer to such payments generally as 'disbursements'.
On Conveyancing matters, our Estimate of fees includes all the disbursements that you are likely to incur, such as Land Registry fees, stamp duty and land charges searches but you will be responsible for any additional disbursements incurred during the transaction.
If, for any reason, a Residential Conveyancing transaction does not proceed to completion, you will be responsible for any disbursements we have paid out on your behalf, however we will limit the charges for our own work to £300 plus VAT.
For all matters other than Residential Conveyancing transactions, which do not proceed to completion, for any reason, we may charge you for work done and expenses incurred.
Please note that your liability to pay the charges, expenses or disbursement due to us will be governed by the law of England and Wales. If it becomes necessary to take legal action to recover our charges or to enforce payment, you agree to submit to the jurisdiction of the English courts or to such other courts, tribunals or to any other body that we may choose.
If we are supplied with original identification documents, such as passports or driving licences, we will return these to you by Special Delivery to ensure that these items are returned to you by the safest means possible. We will add the cost of this to your invoice and as a general expense it will attract VAT at the standard rate. If you do not wish us to return your documents by Special Delivery please advise us immediately.
We reserve the right to require payment on account in respect of our fees, costs and disbursements. We will write to you to request payment on account if required. You should ensure that payment is made within 7 days of receipt of request for any payment.
Property transactions. We will normally send you our bill following the exchange of contracts and payment is required on a purchase prior to completion; and at completion on a sale. If sufficient funds are available on completion, and a bill has been drawn, we will deduct our charges and expenses from the funds.
Administration of estates. We will normally submit an interim bill at regular stages during the administration, starting with the obtaining of a Grant. The final account will be prepared when the Estate Accounts are ready for approval.
Other cases or transactions. It is normal practice to ask clients to pay interim bills and sums of money from time to time on account of the charges and expenses which are expected in the following weeks or months. We find that this helps clients in budgeting for costs as well as keeping them informed of the legal expenses which are being incurred. If such requests are not met with prompt payment, delay in the progress of a case may result. In the unlikely event of any bill or request for payment not being met, this firm must reserve the right to stop acting for you further.
Payment is due to us within 14 days of our sending you a bill. Interest will be charged on the amount due (including any expenses, disbursements and VAT) on a daily basis at the Law Society Rate from time to time from the date of the bill in cases where payment is not made within 28 days of delivery by us of the bill.
If you have any queries about our invoices please contact Ian Soulsby, however please be advised of the following:
You are entitled to complain about your bill;
You may also have a right to object to the bill by applying to the court for an assessment of the bill under Part III of the Solicitors Act 1974
The common law entitles us to retain any money, papers or other property belonging to you which properly comes into our possession pending payment of our costs, whether or not the property is acquired in connection with the matter for which the costs were incurred. This is known as a ‘general lien’. We are not entitled to sell property held under a lien but we are entitled to hold property, other than money, even if the value of it greatly exceeds the amount due to us in respect of costs.
If we are conducting litigation for you, we have additional rights in any property recovered or preserved for you whether it is in our possession or not and in respect of all costs incurred, whether billed or unbilled. We also have a right to ask the court to make a charging order in our favour for any assessed costs.
Now Legal accepts payment by cheque, bankers draft or BACs or CHAPS transfers as well as by credit or debit card. We do not accept payments in cash in excess of £400.00. The clearance time for cheques is 7 working days. Credit card payments can only be made in respect of our costs, minor disbursements and VAT. Payments in any currency other than sterling will be treated as their sterling equivalent at the date of conversion (less conversion charges).
Monies due to you from us will be paid by cheque or bank transfer, but not in cash, and will not be made payable to a third party.
Other parties' charges and expenses
In some cases and transactions a client may be entitled to payment of costs by some other person. It is important that you understand that in such circumstances, the other person may not be required to pay all the charges and expenses which you incur with us. You have to pay our charges and expenses in the first place and any amounts which can be recovered will be a contribution towards them. If the other party is in receipt of legal aid no costs are likely to be recovered.
If you are successful and a court orders another party to pay some or all of your charges and expenses, interest can be claimed on them from the other party from the date of the court order. We will account to you for such interest 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 our charges and expenses of seeking to recover any costs that the court orders the other party to pay to you.
A client who is unsuccessful in a court case may be ordered to pay the other party's legal charges and expenses. That money would be payable in addition to our charges and expenses. Arrangements can be made to take out insurance to cover liability for such legal expenses. Please discuss this with us if you are interested in this possibility.
You are to indemnify us, in full, against all expenses or costs that we may incur (directly or indirectly) following any breach by you of your obligations under this or any other agreement between us. Examples of those expenses may include the fees and expenses incurred if you fail to pay on the due date. We may calculate those fees and expenses on the same basis that we would charge another client if we were collecting a similar debt owed to them.
You are to indemnify us, in full, from all expenses and liabilities we may incur (directly or indirectly) in complying with your instructions. Examples of those expenses may include fees and expenses that a court orders us to pay.
Any money received on your behalf will be held in our Client Account. As this needs to be in an ‘instant access’ account the interest rate is very low. We will pay you interest on money we hold on your account where it is fair and reasonable in all the circumstances to do so. Interest is calculated from the day after cleared funds are in our account to the day before funds leave our account. The applicable rate shall vary from time to time. Please make enquiries in relation to the rate applicable at the time of your transaction. Where we do pay interest, to cover the administration costs of calculating interest and accounting to you we make a charge of £50.00 plus VAT which is deducted from the interest payment due. In the light of such costs we do not therefore pay interest unless the total interest due before deducting our charge is in excess of £60.00.
Where a client obtains borrowing from a lender in a property transaction, we will ask the lender to arrange that the loan cheque is received by us a minimum of four working days prior to the completion date. If the money can be telegraphed, we will request that we receive it the day before completion. This will enable us to ensure that the necessary funds are available in time for completion. Such clients need to be aware that the lender may charge interest from the date of issue of their loan cheque or the telegraphing of the payment.
It is imperative that you return all forms, documents and correspondence requested of you as a matter of urgency so as to ensure that there is no delay in the transaction. If you are buying you will be sent a Stamp Duty Land Tax form to sign and return. It is important that you check carefully that it has been correctly completed then promptly return it to us signed. Failure to submit a correctly completed form to the Revenue and Customs within 30 days of legal completion may result in the imposition of financial penalties against you by Customs and Excise.
The Solicitors Practice Rules have been amended to allow solicitors to pay referral fees to introducers of new business. If you are selling we may pay a referral fee to the selling agent. This does not increase the charge we make to you and our charge is the same regardless of whether or not a referral fee is paid. This payment does not in any way affect our independence and integrity and our duty to act in your best interests. This business is not in any way associated with or in partnership with your estate agent.
In order to comply with Money Laundering Regulations we do require satisfactory evidence of your identity and address so you must co-operate with our requirements and let us have sight of the requested documentary evidence. Also to comply with Money Laundering Regulations where you are paying to us a substantial sum of money we will need to ask you to provide evidence as to the source of such funds. We apologise for the inconvenience this may cause but it is essential to enable us to comply with out statutory duties.
Where all parties in a transaction are in a position to proceed immediately the matters can sometimes be completed in a couple of weeks but such circumstances are rare. As a general rule we say between 6 to 8 weeks to reach exchange and completion. There is however, no guarantee
as to us being able to meet these timescales as it is dependent upon other parties in the chain, their solicitors and mortgage lenders, so you must not rely on these dates to make any commitments, give notice on rental properties or book any removals or deliveries. We aim to try and
exchange and complete matters as quickly as possible taking into account any requirements you may have as to dates, for example if you need to exchange in time to secure a school place or you can only complete during school holidays because you are a teacher. Please let us know your requirements as soon as possible and we will communicate this information to the chain in the hope that the timescales can be achieved. There are circumstances where a transaction can be completed in a matter of a couple of weeks, again this is entirely dependent upon ourselves and the parties in the chain being in a
position to proceed to complete this quickly. Generally Leasehold matters take longer as there are often enquiries to be raised with the Freeholder/Managing Agents and they often take time to respond.
On purchases we usually arrange a personal Local Search as well as Environmental and Water and Drainage Searches. Other searches may be necessary depending on the location of the property. By undertaking personal searches we are usually able to give a guaranteed date by which they will be available which helps us to provide a fast and efficient service. The charge for such Searches is therefore a fixed amount charged by this company as shown on the costs quotation issued to you.
If you are obtaining a mortgage, read the offer carefully to make sure that you comply with all of the conditions and that you fully understand the net amount that will be advanced to you. If you are uncertain as to any aspects of the offer please speak to your financial adviser.
Whilst every effort will be made to ensure that the transaction proceeds as quickly as possible, we cannot guarantee the completion date so you are advised not to make any binding arrangements or commitments until you have confirmation from us that contracts are exchanged.
On exchange of contracts you must make sure that you have put in force the buildings insurance and any life policy. If you do not then the consequences could be disastrous. Cover under these policies must begin on exchange of contracts and not completion.
Now Legal are authorised by you to exchange contracts by whatever means they deem desirable. Please note that if you want to complete within 10 working days of exchange of contracts we do need to levy an additional charge of £50.00 plus VAT.
It is your responsibility to make the necessary financial arrangements and make certain that there will be sufficient funds to complete the property transaction and pay all fees, costs and disbursements.
Conflict of Interest
Except in very limited circumstances we are not allowed to act when a conflict of interest exists between our duties towards you and our duties towards a third party. We have conflict checking procedures in place to make sure, as far as possible, that conflicts do not exist. However, if a conflict does come to light in the course of a matter which prevents us from continuing to act, we must stop acting for you and we will not be liable to you for any direct consequential losses arising from this.
Should your case involve attending a Court hearing or Employment Tribunal proceedings, there are a number of specific points of which you should be aware before commencing any action, whether as claimant or defendant:
You will be personally responsible for paying our invoices (charges and expenses) even if the court/tribunal eventually orders another party to contribute to the payment of your costs. You should also be aware that there may be some difficulties and/or delays in assessing and recovering these contributions.
Storage of papers and documents
Subject to the payment of our charges, upon termination of your instructions or conclusion of the matter we will keep our file of papers (except for any of your papers which you ask to be returned to you) for not less than six years. After that time, storage is on the understanding that we have the right to destroy the file after such period as we consider reasonable and/or in line with regulations published by the Law Society. We will not destroy documents you ask us to deposit in safe custody. In some circumstances we reserve the right to charge for storage.
After completing the work, we are entitled to keep all your papers and documents while there is money owing to us for our charges and expenses. In addition, we will keep your file of papers for you in storage for not less than one year. After that, storage is on the clear understanding that we have the right to destroy it after such period as we consider reasonable or to make a charge for storage if we ask you to collect your papers and you fail to do so. We will not of course destroy any documents such as wills, deeds and other securities, which you ask us to hold in safe custody. A one off charge of £30.00 plus VAT will be made to you for such storage.
If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrieval. However, we may make a charge based on time spent at the junior executive hourly rate for 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 your instructions.
Financial services and insurance contracts
If, while we are acting for you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority, as we are not. However, as we are regulated by the Solicitors Regulation Authority, we may be able to provide certain limited investment services where these are closely linked to the legal work we are doing for you.
We are not authorised by the Financial Services Authority. However, we are included on the register maintained by the Financial Services Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. Insurance mediation activities and investment services, including arrangements for complaints or redress if something goes wrong, are regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register.
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. If at any stage you do not wish us to continue doing work and/or incurring charges and expenses on your behalf, you must tell us this clearly in writing.
If we decide to stop acting for you, for example if you do not pay an interim bill or comply with the request for a payment on account or if a conflict of interest comes to light, we will tell you the reason and give you notice in writing.
Under the Consumer Protection (Distance Selling) Regulations 2000, for some non-business instructions, you may have the right to withdraw, without charge, within seven working days of the date on which you asked us to act for you. However, if we start work with your consent within that period, you lose that right to withdraw. Your acceptance of these terms and conditions of business will amount to such a consent. If you seek to withdraw instructions, you should give notice by telephone, e-mail or letter to the person named in these terms of business as being responsible for your work. The Regulations require us to inform you that the work involved is likely to take more than 30 days.
Partnerships, Companies and Other Bodies
If our instructions are from a partnership, company corporation, society, unincorporated association, charity or trust you must establish at the outset who is to be nominated to deal with us. In the absence of such nomination, we will assume that we are entitled to take instructions from any partner, officer (such as a director or secretary), committee member, trustee (as appropriate), or senior employee unless you inform us, in writing, that we may not do so.
You should ensure that your employees/agents reporting to your nominated person mark communications regarding obtaining legal advice as “privileged and confidential-created for the purpose of obtaining legal advice”
You should ensure that circulation of copies of our letters/documents containing advice is restricted. Although the original advice is privileged, copies of it are not necessarily privileged, particularly if created for a non-privileged purpose.
If our instructions are from a partnership each of the partners are jointly and severally liable for payment of our invoices.
If our instructions are from a company, the directors will be personally liable (jointly and severally) for our charges if the company does not pay our invoices when they are due for payment. If this happens we reserve the right to credit the invoice to the company and issue invoices to any one or more of the directors.
If our instructions are from a limited liability partnership (LLP), the members will be personally liable (jointly and severally) for our charges if the LLP does not pay our invoices when they are due for payment. If this happens we reserve the right to credit the invoice to the LLP and issue invoices to any one or more of the members.
If our instructions are from a corporation, society, unincorporated association or trust (“organisation”), the executive officers/trustees of the organisation will be personally liable (jointly and severally) for our charges if the organisation does not pay our invoices when they are due for payment. If this happens we reserve the right to credit the invoice to the organisation and issue invoices to any one or more of the executive officer/trustees.
Any work that we do for you may involve tax implications or necessitate the consideration of tax planning strategies. We may not be qualified to advise you on the tax implications of a transaction that you instruct us to carry out, or the likelihood of them arising. If you have any concerns in this respect, please raise them with us immediately. If we can undertake the research necessary to resolve the issue, we will do so and advise you accordingly. If we cannot, we may be able to identify a source of assistance for you.
Identity, disclosure and confidentiality requirements
We are entitled to refuse to act for you if you fail to supply appropriate proof of identity for yourself or for any principal whom you may represent.
Solicitors are under a professional and legal obligation to keep the affairs of the client confidential. This obligation, however, is subject to a statutory exception: legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain circumstances to disclose information to the National Crime Agency. 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 disclosure. If, while we are acting for you, it becomes necessary to make such a disclosure, we may not be able to inform you that it has been made, or of the reasons for it, because the law prohibits ‘tipping-off’. Where the law permits us, we will tell you about any potential money laundering problem and explain what action we may need to take.
In Conveyancing matters, we believe that it is in the best interests of our clients to work with the solicitors of other parties and estate agents to try and ensure that matters proceed smoothly to exchange of contracts. It is therefore our policy to disclose to agents and other parties’ solicitors the position of our clients in terms of their ability to proceed with the transaction and what work or other issues are outstanding and need to be resolved prior to an exchange of contracts. So, unless you instruct us to the contrary we shall assume you are happy for us to share such information with agents and other solicitors.
Our firm may be subject to audit or quality checks by external firms or organisations. Information from your file may therefore be made available in such circumstances. We will always aim to obtain a confidentiality agreement with the third party.
In order to comply with court and tribunal rules, all documentation relevant to any issues in litigation, however potentially damaging to your case, have to be preserved and may be required to be made available to the other side. This aspect of proceedings is known as ‘disclosure’. Subject to this, we will not reveal confidential information about your case except as provided by these terms of business and where, for example, your opponent is ordered to pay your costs, we have to meet obligations to reveal details of the case to them and to the court.
The Data Protection Act 1998
In providing legal services in the United Kingdom, we will either act as a data controller or a data processor appointed by you. Where we act as a data controller in relation to any processing of personal data, we will comply with the provisions of the Data Protection Act 1998. Where we act as a data processor we will take such security measures as are required to enable us to process personal data in compliance with obligations equivalent to those imposed on you by the Data Protection Act 1998.
We may use the information that you provide to contact you or appropriate persons within your organisation about our legal services that may be of interest to you or your organisation. This may include legal updates, seminars and/or hospitality events. If at any time, you or any member of your organisation no longer wishes to receive this information directly from us, you should contact the person dealing with your case.
Please also note that under the Data Protection Act 1998 you have the right upon payment of a fee, to obtain a copy of the personal information which we hold about you. If you believe that any information that we hold about you is incorrect or incomplete, you should contact us without delay. Any information which is found to be incorrect or incomplete will be corrected promptly. All correspondence in relation to data protection, including any request for a copy of your personal information, should be in writing to the office with which you are dealing, addresses to the Data Protection Officer.
A more detailed list of the purposes for which we may process personal data can be obtained from the Information Commissioner or from the website www.informationcommissioner.gov.uk.
Communication between you and us
Our aim is to offer all our clients an efficient and effective service at all times. Our clients and our staff are of first importance to us. We hope that you will be pleased with the work we do for you. However, should there be any aspect of our service with which you are unhappy, please raise your concern in the first place the person who is dealing with your matter. If you still have queries or concerns please contact Zoe Watkins-Fellows. Zoe Watkins-Fellows is the Client Care Partner to whom any final difficulty can be reported, unless your matter is being dealt with by her personally in which case the complaint will be investigated by Ian Soulsby. If you would like a copy of our Complaints Procedure please contact our Client Care Partner. We have a procedure in place which details how we handle complaints which is available on request. We have eight weeks to consider your complaint.
We will aim to communicate with you by such method as you may request. We may need to virus check discs or email. Unless you withdraw consent, we will communicate with others when appropriate by e-mail or fax but we cannot be responsible for the security of correspondence and documents sent by e-mail or fax.
The Data Protection Act requires us to advise you that your particulars are 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.
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, unless you provide us with instructions to the contrary.
What if we are not able to resolve your complaint using our internal procedure?
If we are unable to resolve your complaint then you can have the complaint independently looked at by the Legal Ombudsman. The Legal Ombudsman investigates complaints about poor service from lawyers.
The Legal Ombudsman can investigate complaints up to six years from the date of the problem happening or within three years of when you found out about the problem. If you wish to refer your complaint to the Legal Ombudsman this must be done within six months of our final response to your complaint. If you would like more information about the Legal Ombudsman their contact details are as follows:
Call 0300 555 0333 between 8.30am to 5.30pm.
Calls to 03 numbers will cost no more than calls to national geographic numbers (starting 01or 02) from both mobiles and landlines.
Calls are recorded and may be used for training and monitoring purposes.
For minicom call 0300 555 1777
PO Box 6806,
Do not send original documents to the Legal Ombudsman. They will scan any documents you send us to make computer copies and then destroy the originals.
We are able and willing to communicate with you regarding your matter/s via email. However, it is important that you take into account the following and understand the basis on which we are prepared to do so.
Email communications with you are on the basis that you accept the risks involved, including that our messages to one another could be read, changed or deleted by third parties without either you or our knowledge; there may be delay in receiving email and receipt is not guaranteed. Differences between our systems may cause text to be indecipherable or lost.
Email is not a secure means of communication and accordingly we accept no liability for any loss caused as a result of communication via email, including for breach of confidentiality.
To protect our computer system certain types of attachment may be caught in our firewall. If you wish to send attachments please ensure they are of a size and type that will not be caught, as delay may occur in these circumstances. No liability is accepted by us in such circumstances.
We reserve the right not to give undertakings on your behalf, nor accept them from other solicitors, in either case by email.
There maybe certain instructions from you that we will not accept from you by email. We will advise you accordingly in such a situation.
We make every effort to ensure that we do not transmit viruses through the use of virus checking software and a computer firewall system. However, we do not accept liability for any loss caused by any virus transmitted to our client’ systems. Please ensure you have appropriate virus protection in place to safeguard your systems.
Professional Indemnity Insurance
We carry professional indemnity insurance cover. Our liability whether in contract, tort, or otherwise to you in respect of the matter or transaction covered by the Letter of Engagement is limited to £3m (three million pounds), unless we agree in writing to vary this amount. No liability to any party other than yourself shall arise in relation to the services provided by us.
In engaging us you are contracting solely with Now Legal LLP and not with any of its officers, individuals, members or employees personally. There is no acceptance or assumption of personal responsibility by any such officer, individual, member or employee in carrying out the matter or transaction covered by the Letter of Engagement.
Nothing in these terms affects our liability for death or personal injury caused by our negligence.
We retain the copyright in documents prepared by us, but where documents have been prepared for your use then, subject to payment of our charges in that respect, we grant you an irrevocable royalty free licence to use those documents for the purpose for which they were prepared.
Third Party Rights
Unless expressly stated, the Contract (Rights of Third Parties) Act 1999 shall not apply to the retainer. No person who is not a party to the retainer shall have the right to enforce any term of it.
Scope of Liability
Despite our best efforts we may make a mistake, by which we mean any breach any of our duties to you. If we do, and are liable to compensate you, you agree that our liability is limited in the following respects:
It is the LLP that is liable, not an individual member or member of staff; you agree to make no claim against an individual except for fraud;
Our maximum liability for any mistake (except for fraud) is £3 million (unless a different amount is agreed with you in writing);
This overall limit applied whether the mistake affects just one piece of work we do for you or several, so long as it is the same or a similar mistake;
For the purpose of the overall limit, more than one mistake on a matter or transaction is considered as one mistake;
We are liable for loss that we directly cause and for any indirect or consequential loss or loss of anticipated profit or other benefit, where the total liability does not exceed £3 million. Otherwise we have no liability for any indirect or consequential loss or loss of anticipated profit or other benefit.
We are not liable to the extent that our mistake results form something you fail to do (such as giving us the wrong information, or not giving us information at the time we ask for it);
If others are also responsible for your loss, our liability is limited to our fair share, whether or not you are able to recover the rest from the others;
We are not liable for acts or omissions of agents appointed by us in good faith.
These limits apply to the extent that they are permitted by law. We cannot, for example, avoid full liability if our mistake causes death or personal injury.
If you think we have made a mistake we have no liability for any breach of our duties to you unless you let us know in writing about the mistake within 24 months of becoming aware of it, and start any legal proceedings about it within 12 months of giving us that written notice.
Unless otherwise agreed, these Terms of Business apply to any future work you instruct us to do.
Your continuing instructions will amount to your deemed acceptance of these Terms of Business. If you have already asked us to start work for you, e.g. by giving you initial advice or by acting in an emergency, we have done so on the understanding that, unless otherwise agreed, these terms apply from your initial instructions.
Our standard exclusions are set out below. They may only be overridden or added to by notice from us in writing:
Tax Advice: Tax advice is specifically excluded from our retainer and you should consult a tax expert on any tax issues arising.
Financial: We make no comment on the financial or commercial viability of any agreed terms you have negotiated, nor on the amount of any property valuation.
Property: We make no comment on the state and condition or any property and its services nor on the contents of any valuation or survey sent to us, save for any party requiring specific legal comment. If you are in doubt you should contact a surveyor or structural engineer.
Environment: We will carry out an environmental search for a residential purchase. We will only carry out such a search for a commercial matter if you instruct us to do so. We will supply copies of any search carried out to you and your lender (if any), but we will not make any comment on, or attempt to interpret the results. If you are in any doubt you should consult an appropriate environmental expert.
Any advice we give will be provided solely to the entity which or individual who instructs us as our client and solely for the purpose for which we were instructed.
Our advice may not be used or relied on for any other purpose or by any other person without our express prior written agreement.
Our advice may not be disclosed to any other person without our express prior written agreement.
Any waiver or variation of these terms is binding in honour only unless it is:
Made (or recorded) in writing; and
Signed by one of our partners; and
Expressly stating an intention to vary these terms.
If any of these terms is unenforceable as drafted, it will not affect the enforceability of any other of these terms; and if it would be enforceable if amended, it will be treated as so amended.
This is an important document; please keep it in a safe place for future reference.
Please note that your continuing instructions constitute your deemed acceptance of these terms of business.