1.1. In these Terms of Business (“Terms”) and the associated Engagement Letter(s), references to 'you' and 'your' are to the client or clients named in the Engagement Letter(s). References to 'we', 'us' and 'our' are to De Jure Chambers Limited.
1.2. We are a law firm authorised and regulated by the Solicitors Regulation Authority, whose rules may be consulted at www.sra.org.uk/rules. We provide legal services to companies and individuals.
1.3. The present Terms and associated Engagement Letter (s) applies to all the work we do for you and constitutes contract between us (together hereafter, this “Contract”)
1.4. Your Contract is with De Jure Chambers Limited (referred to in these Terms and trading as “De Jure Chambers”), an entity authorised and regulated by the Solicitors Regulation Authority (“SRA”) with its Registered Office at 54 Providence Way, Waterbeach, Cambridge, CB25 9QJ. Company number: 9453232. SRA ID is 621124. A list of the directors of De Jure Chambers is open to inspection at the Registered Office.
1.5. Senior members of De Jure may sometimes be referred to as 'partners'. Any reference in these terms and conditions to a 'partner', in relation to De Jure, is a reference to a member of De Jure or to a consultant or employee of De Jure. They are not directors or shareholders of De Jure Chambers Limited.
2. Our Relationship
2.1. Our Services and Standards
2.1.1. We undertake to give you a reliable, prompt and responsive service. In return we ask that you notify us immediately we fall below these standards.
2.1.2. We are bound by the professional ethical standards and guidelines set by the Solicitors Regulation Authority (“SRA”) and will act in accordance with them. The professional rules applicable to solicitors are the Solicitor’s Code of Conduct 2011 which can be found on the Solicitors Regulation Authority website http://www.sra.org.uk/rules.
2.1.3. We are committed to promoting equality and diversity in all our dealings with clients, third parties and employees. Please contact us if you would like a copy of our Equality and Diversity Policy.
2.2. Our Respective Roles
2.2.1. To maximize our effectiveness we must work with you together as a team.
2.2.2. You are responsible for giving us instructions and for ensuring that you or your other advisers (if any) provide us with all information, which we require to carry out our work. This includes advising us any relevant changes in your circumstances and/or your instructions to us.
2.2.3. We will use reasonable professional skills and care in providing the Services (as described in the accompanying Engagement Letter) as amended from time to time during the course of the retainer in accordance with the Terms of this Contract.
3. Conflicts of interest and confidentiality
3.1. As far as we know, we do not have a conflict of interest in relation to your current instructions. Conflicts of interest can and do arise and, if this happens, we might have to stop acting for you. This might be, for example, because we have discovered information, while acting for another client, which we would normally have to tell you, but telling you would conflict with our duty to the other client, in which case we reserve the right to withhold this information and to stop acting for you. In certain circumstances, we may continue to act for the other client, but only if we are able to observe our duty of confidentiality to you. OR IF THERE IS A CONFLICT This firm also acts for [INSERT BUSINESS NAME 1] A [INSERT POSITION] of [INSET BUSINESS NAME 1] is also a director of [INSERT BUSINESS NAME 2] This represents significant risk of conflict of interest or perception of conflict of interest. Your signature at the end of these Terms represents your informed consent that you have considered this conflict of interest or risk of conflict of interest but, notwithstanding this, you authorise for De Jure Chambers to act for both [INSERT BUSINESS NAME 1] and [INSERT BUSINESS NAME 2]. Apart from [BUSINESS NAME 1] and [INSERT BUSINESS NAME 2], the firm will not be acting for any other person or company when there is a conflict of interest. It follows that no other person or company may rely on the advice that we give you, unless we agree otherwise.
3.2. We act for many clients at any one time; some of them may operate in the same industry or sector as you do. You agree that the fact that other current or future clients may have, or may develop, commercial interests adverse to you will not of itself prevent us from acting for them.
We will, however, always carefully consider our professional obligations in relation to instructions from you or any other client. We have rigorous procedures in place to identify conflicts of interest and to preserve the confidentiality of information we receive.
3.3. We maintain databases of legal know-how, to which advice and documentation relating to your work may be added. These databases are securely maintained and will not affect our obligations of confidentiality to you.
4. Your Responsibilities
4.1. Our performance is dependent on your carrying out your responsibilities as set out in this Contract.
4.2. Payment for Services
4.2.1. You agree to pay for the Services as set out in this Contract.
4.2.2. Where our client is a private company, it is our usual practice to require one or more of the directors or shareholders (responsible individuals') to be potentially personally responsible for payment of our fees and expenses. Whilst we would normally expect payment by the company, we reserve the right to recover payment from responsible individuals.
4.2.3. If there is more than one responsible individual, liability is joint and several, which means that each of them is individually responsible for paying the full amount of our fees and expenses - although, if that were to occur, that individual would normally have the right to recover a share from the others.
4.2.4. The liability of 'responsible individuals' is a primary, rather than a secondary, liability. This means that we are entitled to claim against responsible individuals directly, without having made claim against the company. We would only do this if absolutely necessary.
4.3.1. You agree to provide or to arrange for the provision of all instructions and information which is relevant to us in the conduct of your matter and to bring to our attention any matters about which you may be uncertain.
4.3.2. We will not be liable for any loss or damage arising from our reliance on any such information, or for any inaccuracy or other defect in any document, supplied by you or on your behalf, or arising as a result of your failing to supply to us any relevant document or information.
4.4. As soon as litigation (i.e. Court proceedings) seems likely or has commenced, you must stop any routine or other destruction of documents that might be relevant to the case. If you are a party to litigation you will normally be required to disclose any documents on which you rely, as well as any documents which adversely affect your own case or which support or adversely affect another party's case. This means that hard copy documents should be preserved and the routine or other deletion of computer records, especially email, should cease. This includes documents that are or were in your physical possession or of which you have the right to possession, or the right to inspect or take copies (for example records held by your accountant).
4.5. Your duty to retain and disclose relevant "documents" will cover electronic documents on computers, mobile telephones and other electronic devices. If you are in any doubt as to whether a "document" should be retained, you should raise the matter immediately with the solicitor dealing with your case.
4.6. When litigation is contemplated, or is in progress, you must comply with the court rules. We can advise you what you need to do at any relevant time.
5. Fees, Charging and Payment
5.1. We charge for our services on a bespoke basis. On request and where appropriate, we offer agreed, fixed, capped, conditional and abortive fees as well as value billing. In the absence of such a request, we calculate our charges by reference to our relevant hourly rates and to the time recorded on the matter. Time is recorded to the nearest minute. We reserve the right to change our hourly rates on one month's written notice.
5.2. Any fee estimate given by us will be given in good faith but will be subject to the stated exceptions and assumptions in our engagement letter and to any factors outside our control. Due to these factors, our charges may be higher or lower than our estimates. We will notify you as soon as it becomes apparent that the estimate is likely to be exceeded.
5.3. For the avoidance of doubt our charges will include attendances upon you an others, drafting, perusing, considering, preparing and working on documents, papers and correspondence (including emails, letters and text messages) research, telephone calls, making file attendance notes, waiting, travelling or attending meetings or court on your behalf. This list is not exhaustive. For correspondence we charge £12+VAT for each correspondence received, £15+VAT for each correspondence sent. Telephone attendances are charged at the rate of £10 for all telephone calls received and £12 for all telephone calls out.
5.4. Where our fees or estimates are made subject to one or more conditions or provided on the basis of one or more assumptions, then, where any assumption proves to be incorrect or where any condition is breached, we reserve the right to charge instead according to our hourly rates.
5.5. We update our fees annually and reserve the right, upon notice, to increase our fees, from 1 April each year, in line with Consumer Price Index and, at any time, for individual solicitors, when they move into a new charging band because of increased experience.
5.6. We may incur expenses (“disbursements”) on your behalf in relation to the services we provide to you. These disbursements may include charges in respect of court fees, search fees, counsel, expert witnesses, accommodation, travel and other third-party charges.
5.7. We are entitled to invoice you for the cost of all disbursements incurred by us on your behalf and may ask you to provide us in advance with sufficient funds to cover such disbursements or arrange for the person providing the services to invoice you directly. We will not incur an individual expense in excess of £250 without your prior authorisation.
5.8. We will invoice you for the provision of our legal services on a monthly basis or at such other times as are appropriate. Our invoice will contain a description of the work undertaken, any disbursements and the amount of fees due. All our invoices are statutory invoices unless expressly marked ‘Interim Invoice’. You agree we may send you our invoices electronically.
5.9. When we are instructed by two or more clients to act on the same matter, each client will be jointly and severally liable to pay the full amount of our fees, disbursements and any VAT due, and each client irrevocably consents to information provided by it being shared with the other client(s) instructing us on the matter.
5.10. We are only able to address an invoice to you even if it is to be paid by a third party.
5.11. Our charges are exclusive of any taxes and any expenses (disbursements) that we incur on your behalf, such as counsel's fees, company searches, court fees, copying and travel etc. You will be responsible for paying any taxes arising from this Contract for which you are legally liable. The monetary values referred to in the Engagement Letter and these Terms are exclusive of VAT.
5.12. We will usually agree and require you to pay us the anticipated costs of any significant hearings or trial in advance.
5.13. When an expert witness is required, you may need to retain him/her directly and to be responsible for his/her fees. If an expert witness receives instructions directly from us, it is our policy to ask you to pay for the expert's fees before we instruct them. In any event, it is a condition of this firm's retainer (our agreement to act for you) that you pay us for any expenses we incur or will incur on your behalf, as soon as we request payment from you.
5.14.1. How we bill you will depend on the work we are doing for you. In most cases, we produce statutory or, occasionally, regular interim bills (usually monthly and, if not monthly, quarterly, depending the fee structure and payment history) and a final bill at the end. Unless otherwise stated, interim bills will be payment on account of our final bill and will not necessarily reflect our full charges to the date of the interim bill.
5.14.2. If you have a question about a bill, please contact the partner responsible for your matter as soon as possible.
5.14.3. If you are a corporate client in the European Union, you should provide us with a copy of your headed notepaper showing your registration number for VAT, TVA or equivalent, to ensure we are not obliged to charge these.
5.14.4. For security reasons, we prefer all bill payments to us to be made by bank transfer. Our bank details are as follows:
o Bank: Lloyds Bank, Chesterton Road Cambridge Branch, 125 Chesterton Road, Chesterton, Cambridge CB4 34AU
o Account No: 23482060 Sort Code: 77-05-10
o Ref: De Jure Chambers Limited/File number and fee earner reference
o Transfers from outside the UK will require the IBAN number: GB54 LOYD 7705 1023 4820 60 and BIC: LOYDGB21P65
5.15. Payment of Invoices
5.15.1. All charges will be specified in pounds sterling and invoices must be paid in that currency, unless otherwise agreed by us in writing. All invoices will be due for payment on receipt by you.
5.15.2. Any queries concerning an invoice must be raised within 21 days of the invoice date.
5.15.3. If payment is late we reserve the right to charge interest on any amount overdue at the rate payable on judgement debts from 30 days after delivery of our bill to the date of payment.
5.15.4. We also reserve the right to deduct any charges from any settlement monies received on our behalf in the course of carrying out the Services.
5.16. Payment by Third Party
5.16.1. You will be primarily responsible for the payment of our charges on work undertaken by us for you even if a third party has agreed to pay or is obliged to contribute to the whole or part of those charges.
5.16.2. If the third party delays or fails to pay that contribution then you must pay that amount to us and recover the amount from the third party. In such event your responsibility to us is the same as if you had failed or delayed in paying such amount to us.
5.17. Time Charging
5.17.1. The hourly charging rate(s) applicable to your work are set out in our Engagement Letter. The time charged is all time spent on your matter in units of 6 minutes or part thereof.
5.17.2. This will include attendances upon you and others, drafting, perusing, considering, preparing and working on documents, papers and correspondence, research, telephone calls, making file attendance notes, waiting, travelling or attending meetings or court on your behalf. This list is not exhaustive.
5.18. Expenses and Disbursements
5.18.1. 'Disbursements' are items of expenditure which we incur on your behalf in the conduct of your matter.
5.18.2. You will be charged for any disbursements, third party charges (e.g. counsel's, surveyors and expert's fees) we incur on your behalf.
5.18.3. We reserve the right to include a photocopying charge.
5.18.4. If we make a bank CHAPS payment on your behalf you will be charged the fee charged by our bank.
5.18.5. Where any disbursement charged by us to you is subject to VAT you will be charged VAT on that disbursement in addition to the disbursement charge.
5.19. Payments on Agreed fees in advance
5.19.1. We may ask you to make payments of agreed fees before we execute instructions. The amount and frequency of these requests will depend upon the work necessary and the amount of the disbursements. We may, but are not obliged to, commence or continue work if we are awaiting payment or clearance of funds agreed to be paid upfront.
5.20. Unpaid Bills
5.20.1. Bills are payable 21 days from the date you receive them. After 21 days from the date of receipt, unpaid bills will carry interest at 4% above Lloyds bank’s base rate. We reserve the right to charge such interest without notice.
5.20.2. We are allowed to hold any deeds or documents or other property belonging to you until you have paid any outstanding bills.
5.20.3. If you do not pay a bill, we reserve the right to stop working on any matters for you, and to ask for payment in full of all bills for work carried out for you to that date.
5.20.4. You should be aware that, if we are on the record as acting for you in any proceedings, the consent of the court might be required before we can be removed from the record. Your right to end the relationship with us may, to that extent, be restricted. If we have to apply to Court for permission to cease acting for you we shall be entitled to ask the Court to order you to pay our costs of making that application.
5.21. Effects of Non-Payment or Failure to Instruct
5.21.1. If any payment requested on account of anticipated charges and disbursements or in payment of our charges invoiced is not made within 7 days of our request for payment (or earlier if required by us) or you fail to provide instructions to enable us to progress your matter we reserve the right to suspend the provision of the Services and to decline to act further.
5.21.2. Where we exercise that right our full charges and disbursements for the work done up to that time will be charged to you. We are entitled to and may exercise a lien on your papers (including those obtained from a third party) until full payment is made.
5.22. Dissatisfaction with Fees
5.22.1. If you are unhappy about the bill you have received we refer you to our complaints procedure referred to in 9 below.
5.22.2. If you are not satisfied with our handling of your complaint and do not wish to refer the matter to the Legal Ombudsman pursuant to the Complaints Procedure you can apply to the Court for an assessment of the bill under Part III of the Solicitors Act 1974.
5.23. Charges and Expenses in Contentious Work
5.23.1. 'Contentious work' as defined, is usually work where court proceedings have been issued in relation to the matter and we are on the court record as acting for you.
5.23.2. In all contentious work we exclude the application of section 74 (3) of the Solicitors Act 1974. This allows us to charge full fees to clients in proceedings in the county court where such fees would otherwise be restricted.
5.23.3. It is important that you understand that you will be responsible for paying our charges. In contentious work a contribution to your charges might be paid by another party. Even if you are successful the other party will not usually be ordered to pay all your charges or these may not be recovered from them in full. If this happens you will have to pay the balance of our charges.
5.23.4. If you are successful and the court orders the other party to pay some or all of our charges relating to your matter 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 on account but we are entitled to retain the balance of that interest if there is any shortfall.
5.23.5. 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.
5.23.6. Sometimes the court may order you to pay the other party’s legal charges and expenses, for example if you lose the case or after a pre-trial hearing. The money will be payable in addition to our charges. Any sums ordered to be paid must normally be paid within 14 days.
5.23.7. We reserve the right to deduct any fees and expenses from any settlement monies received on your behalf in the course of carrying out contentious work for you.
6.1. Restrictions on Disclosure of Confidential Information
6.1.1. We will not disclose to any third party, without your prior written consent, any information concerning your affairs which is received by us for the purpose of providing the Services ('Confidential Information') but this restriction will not apply to any information which:
18.104.22.168. is or becomes generally available to the public other than as a result of a breach of our obligation not to disclose; or
22.214.171.124. is disclosed to an independent adviser by us where we may be seeking further or specialist advice on your behalf.
126.96.36.199. Permitted Disclosure
6.2. Despite clause 6.1 we will be entitled to disclose Confidential Information to:
6.2.1. our insurers or legal advisers; or
6.2.2. a third party to the extent that this is required by law, by any court of competent jurisdiction, or by a governmental or regulatory authority, or where there is a legal duty or requirement to disclose.
6.3. Continuation of Contractual Obligations
6.3.1. The terms of clause 6 will continue to bind us beyond the termination of this Contract.
6.4. In certain circumstances, where for instance a claim may be or is made against this firm, we may disclose documents which are privileged or information which is confidential in respect of your matter(s) to our advisers, including solicitors, insurers and auditors. If you object to this please let us know. Otherwise the terms of section 19.1 below will apply.
6.5. External firms or organisations may conduct audit checks on our practice. These external firms or organisations are required to maintain confidentiality in relation to your files.
7.1. Ownership of Documents
7.1.1. Most files created during the provision of the Services will contain some documents which will belong to you and others which will belong to us and possibly other documents which belong to a third party.
7.1.2. Documents which belong to you may be returned on request subject to you having paid all outstanding monies due to us.
7.1.3. We reserve the right to retain a copy of all such documents released to you.
7.1.4. Retention of Documents
7.2. The Chambers will not necessarily keep a working file of papers as we are increasingly using electronic files.
7.2.1. We will retain your file for at least 6 years after the termination of the Services.
7.2.2. Storage of client files may be provided by third-party contractors. You consent to this arrangement. You also agree to meet the reasonable costs of accessing your files in off-site storage for reasons which do not relate to on-going work.
7.2.3. It assists us in managing our storage facilities to have your consent to destroy your file after 6 years. Unless and until you notify us to the contrary your acceptance of these Terms of Business includes your consent for us to destroy your file, which includes all papers and documents belonging to you, at or after that time. We will not destroy documents we deposit in safe custody for you.
7.2.4. If we take papers or documents out of storage in relation to continuing or new instructions to act for you, we will not normally charge for such retrieval unless we are charged for such retrieval. However we may charge you for both time spent producing stored papers that are requested and reading, correspondence or other work necessary to comply with your instructions in relation to the retrieved papers. If papers or documents are requested out of storage in any other circumstances we will make a reasonable charge for retrieval and/or delivery of such papers or documents.
8. Employment of De Jure Chambers Consultant
8.1. If you employ a De Jure Chambers consultant on a full- or part-time basis or otherwise retain his services outside De Jure Chambers, you agree to pay us a sum equal to 25% of this individual’s first gross annual remuneration (including any bonuses, commissions, taxable benefits and pension contributions) by way of an Introduction Fee. This paragraph is intended to survive termination of this agreement for a period of 12 months, but it shall not apply in cases where the individual in question introduced you to De Jure Chambers in the first place.
9. Solicitor’s Undertaking
9.1. From time to time it may be appropriate for us to give a Solicitor’s Undertaking in connection with your matter. Where our giving of a Solicitor’s Undertaking is a routine part of our representing you, you hereby irrevocably authorise us to give such an undertaking. Where we are required to give an undertaking in relation to any matter we believe not to be routine, then we will only do so upon your prior written instructions. You agree that your written instructions to us to issue a Solicitor’s Undertaking are irrevocable and you irrevocably authorise us to take the action we require to fulfil our Solicitor’s Undertaking.
10. Financial Services
10.1. We are not authorised by the Financial Services Authority to provide financial services. Therefore, while we are acting for you, we may have to refer you to someone who is authorised to provide the necessary investment advice.
10.2. We may however provide certain limited investment advice services where these are closely linked to the legal work we are doing for you. This is because we are members of the Law Society of England and Wales, which is a designated professional body for the purposes of the Financial Services and Markets Act 2000.
10.3. The Solicitors Regulation Authority is the independent regulatory arm of the Law Society. The Legal Complaints Service is the independent complaints handling arm of the Law Society. If you are unhappy with any investment advise you receive from us, you should raise your concerns with the either of those bodies.
11.1.1. During our performance of the Contract we may wish to send messages and/or documents to each other by e-mail or fax. Like other means of communication, email and fax carry the possibility of inadvertent misdirection, interception or non-delivery of confidential material. Accordingly, unless you notify us otherwise, your acceptance of these Terms of Business includes your consent to us to use email and fax and your agreement to the procedures set out below.
11.1.2. Where you send messages by email you agree to adopt the following procedures:
188.8.131.52. if a matter is urgent you will supplement the email with a telephone call to the intended recipient to confirm that the message has been received;
184.108.40.206. if sending a confidential email message you will indicate clearly if a response is not wanted in electronic form. All risks connected with sending sensitive information relating to your affairs by email are borne by you and are not our responsibility regardless of whether you send the information to us by email or vice-versa. If you do not accept this risk you must notify us in writing at the earliest opportunity that email is not an acceptable means of communication; and
11.1.3. you will carry out reasonable procedures to protect integrity of data. In particular it is your responsibility to carry out a virus check on any attachments before launching any documents whether received on disk or otherwise
12.1. Please read this section carefully. It contains restrictions on our liability in the event of a claim by you. This clause 9 sets out important restrictions on our potential liability if we are in breach of any obligations in contract or tort (including negligence). It is reasonable that we agree at the outset the maximum amount of our potential liability provided that such limitation is not unfair.
12.2. You accept that the maximum that we have accepted represents our joint judgement of the extent to which it is reasonable for us to bear liability in connection with this engagement.
12.3. You accept that this maximum is fair in view of the size and scope of all the services we are to provide including the Services and the risk we assume in carrying out such services compared to the fees we may receive.
12.4. No individual member, employee or consultant of De Jure contracts with you personally, or assumes legal responsibility to you personally, for work performed on behalf of De Jure Chambers Limited.
12.5. All communications with you in the course of our work, whether oral or written and whether signed by a member, consultant or employee, shall always be treated as having been sent or made on behalf of De Jure Chambers Limited.
12.6. By engaging us, you agree that any claim of any sort shall be brought only against De Jure Chambers Limited and that no claims will be brought personally against any of our members, employees or consultants who are involved in your work.
12.7. We accept no responsibility other than to you. In particular, we accept no responsibility to your bankers, creditors, shareholders or investors, or to your other professional advisers.
12.8. If we are asked and agree in writing to give an opinion that might be relied on by someone other than you, we will write separately to set out the terms on which we are giving the opinion.
12.9. Our responsibility is limited to advising on the matters specified in our engagement letter. We will have no responsibility to advise on changes in the law that takes place after our advice is given.
12.10. The Services are provided in accordance with our understanding of professional practice and guidelines current during the term of this Contract and the proper interpretation of laws court decisions, regulations and interpretations of the law in existence on the date on which the services are provided.
12.11. Changes in the law and its interpretation may take place before our advice is acted upon or may be retrospective in effect. We accept no responsibility for changes in the law, or in interpretations of the law, occurring subsequent to the date on which the Services are provided to you.
12.12. We advise only on the law and legal procedures applicable in England and Wales. You will need to obtain advice on the law and legal procedures of other jurisdictions separately. We can normally arrange this.
12.13. If you ask us to suggest another adviser, or if we suggest that you consult another adviser, either legal or otherwise, we assume no liability for their performance or actions, whether constituting an act or omission of negligence, breach of contract or otherwise. These other advisers may include, but are not limited to: trade mark or patent agents; accountants; or other experts. If we instruct such advisers on your behalf, we will do so as your agent and you will be responsible for payment of their charges.
12.14. Our role is to provide legal advice; it is not part of our role to advise on commercial, financial or business issues. In particular, we do not advise on the commercial or financial viability or merits of transactions, nor on the business risks that may be associated with them.
12.15. Unless we specifically agree to it in writing, as part of the work we are doing for you, we will not advise on tax-related issues or pensions matters.
12.16. Our advice can only be given on the basis of the information you provide. It is essential that you provide us with the information we need to carry out our work, and that the information is up to date, accurate and complete. You should notify us as soon as possible of any changes to the information you have given us and of any new information that may be relevant to our work for you. We reserve the right to stop acting for you if you do not provide us with important information, or changes in information, relating to your work.
12.17. Acceptance of Liability
12.17.1. We will accept liability without limit for:
220.127.116.11. death or personal injury caused by our failure to take proper care;
18.104.22.168. any fraudulent statements made by us which cause you to enter into this Contract or any other fraudulent acts committed by us in the course of the performance of this Contract; and
22.214.171.124. any other liability which by law we cannot exclude.
12.18. Liability Cap
12.18.1. Subject to clause 12.17 our total aggregate liability and that of our members and employees (whether arising as a result of a breach of our responsibilities under this Contract or our failure to take reasonable care or otherwise) shall not exceed £3 million (Three Million Pounds) or (if less) such amount as is available from our professional indemnity insurers to meet your particular claim where it is a claim made with similar claims from other clients based on the same or similar facts or circumstances, or such other amount (if any) as may be stated in the Engagement Letter.
12.18.2. This limit of liability applies to the total of all claims made against us by all of the clients named in the engagement letter. It does not apply separately to each individual client, or to each incident of loss or damage.
12.18.3. Without prejudice to any other exclusion or limitation of liability, damages, loss, expense or costs our liability if any for any loss or damage ('the loss and damage') under this Contract shall not exceed such sum as it would be just and equitable for us to pay having regard to the extent of our responsibility for the loss and damage and on the assumptions that:
126.96.36.199. there are no exclusions or limitations of liability nor joint insurance or co-insurance provisions between you and any other advisor engaged by you in connection with any matter connected with or related to the Services and any such other advisor who is responsible to any extent for the loss and damage relating to such matter is liable (contractually or at law) to you for the loss and damage; and
188.8.131.52. all the advisors referred to in clauses 12.7 and 12.13 have paid to you such proportion of the loss and damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss and damage.
12.19. Limits to our Responsibilities
12.19.1. Except for liability expressly accepted by us under this clause 12 all other liability is expressly excluded (subject to clause 12.17) and in particular:
184.108.40.206. this Contract is the sole statement of our responsibilities and no terms other than those set out in these Terms of Business, the Engagement Letter and any other documents referenced in it, will apply;
220.127.116.11. we will not have and expressly exclude any responsibility for any failure by you to realise anticipated savings or benefits or for any consequential losses whatsoever;
18.104.22.168. the maximum aggregate financial responsibility which we will have under this Contract is stated in clause 12.18.1;
12.19.2. we will not have and expressly exclude any responsibility or liability in negligence to any third party who is not our client;
12.19.3. sometimes in the course of providing the Services we may engage agents or contractors on your behalf. We will not have and expressly exclude any responsibility or liability for any agents or contractors engaged by us on your behalf;
12.19.4. we will not have and expressly exclude any responsibility for any claim that you may have against us unless such claim is notified to us in writing within one year of the termination of our retainer or (if later) within six months of your first becoming aware of having a potential claim against us; and against us unless such claim is notified to us in writing within one year of the termination of our retainer or (if later) within six months of your first becoming aware of having a potential claim against us; and
12.19.5. this Contract is entered into on the strict understanding that none of the members or other staff of De Jure Chambers shall incur any personal liability in relation to the performance of this Contract and the provision of the Services, and any such liability whatsoever is expressly excluded to the fullest extent permitted by law.
12.20.1. We will not be liable for any loss, damage, cost or expense ('Losses') arising in any way, directly or indirectly, from failure by you or your employees or agents to exercise reasonable skill and care in connection with this Contract or any fraudulent acts or omissions by you or them.
12.20.2. In so far as we incur Losses in consequence of such circumstances which result in any Losses or any claim against us by a third party we will have the right to recover the full amount of such Losses from you.
12.21. Oral Advice
12.21.1. We may in the course of providing the Services answer enquiries over the telephone or in meetings on an informal basis.
12.21.2. As these may involve an immediate answer to a complicated problem in respect of which we may not have received full and accurate information we shall have no liability to you in contract or tort (including negligence) for our answers.
12.21.3. If you wish to rely on such answers before embarking on an important course of action or making an important decision then you should neither act nor refrain from acting on the basis of such answers unless they are confirmed in writing by us.
13. Complaints Procedure
13.1. We aim to offer our clients an efficient and effective service and have a complaints procedure in place to handle situations where we fall below these standards. A copy of our complaints procedure is available on request.
13.2. If any problems arise or, indeed, you have any suggestions on how we can improve our services to you, then please discuss them with us. In such a case, you should first feedback to or discuss your concern with the person handling your matter. Our aim will always be to deal with your concerns as quickly as possible and without recourse to any formal complaints procedure, if that is possible
13.3. If you wish to take the matter further after speaking to that person or if you would prefer not to discuss the problem with that person you should contact the partner of the firm who heads the department dealing with your matter. The contact details will be provided in the Engagement Letter.
13.4. If it is clear that you remain dissatisfied the partner will inform you of the existence of our formal complaints procedure and will send you a copy of this procedure. In summary, this procedure is as follows:
13.5. You should write to the Principal and clearly mark your letter "formal complaint". Please outline the cause of your dissatisfaction and if possible the action you would like us to take in order to remedy that dissatisfaction.
13.6. In our experience the longer the delay between an event which could give grounds for complaint and the date on which the complaint is made the more difficult it is for matters to be put right to the complaining party's satisfaction. Please notify us of any such event as soon as practicable.
13.7. We will acknowledge receipt of your complaint within five working days and inform you of the name of the person who is dealing with your complaint. We will normally ask an independent complaints investigator to consider your complaint and recommend the action that we should take in relation to the complaint. We will record your complaint in our central register which is reviewed regularly by the De Jure Board.
13.8. The person investigating the complaint will have full access to all the information and personnel that they require to investigate your complaint properly. They may contact you directly if they need further information from you to assist the investigation.
13.9. They will prepare a report, including their recommendations, which is sent to the Principal for review.
13.10. We will ask the person investigating the complaint to recommend the action which they believe would be recommended by the Legal Ombudsman if the complaint was referred to the Legal Ombudsman.
13.11. The Principal will write to you and will include the recommendations from the person investigating the complaint and the action we propose to take to implement those recommendations.
13.12. We will generally follow the recommendations made but if we think they are not appropriate we will explain our reasons to you.
13.13. You should receive a response to your complaint from the Principal within 21 days of receiving the letter acknowledging your complaint.
13.14. If we have to change any of the timescales above, we will contact you to explain why.
13.15. If you are still not satisfied, the next step is for you to contact the Legal Ombudsman by one of the following methods:
Telephone: 0300 555 0333
Telephone outside the UK: + 44 12245 3050
In writing: PO Box 6806, Wolverhampton, WV1 9WJ
13.16. You must contact the Legal Ombudsman within six months of receiving a final written response from us about your complaint or within six years of the occurrence of the matter about which you are complaining (or if outside this period, within three years of the date when you should reasonably have been aware of it).
13.17. If you are dissatisfied with our bill, you have the right to apply to the High Court for an assessment of our charges by an Officer of the Court under ss. 70, 71 and 72 of the Solicitors Act 1974. We hope that before making such an application you would first use our complaints procedure explained above.
13.18. If you no longer want us to act for you - either in general or on a specific matter - you can write to De Jure to let us know. We will send you a final bill for the work we have done for you up to the date we receive your written instructions to cease work. You may 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; if all or part of the bill remains unpaid we may be entitled to charge interest.
13.19. The Solicitors Regulation Authority can help if you are concerned about our behaviour. This could be for things like dishonesty, taking or losing your money or treating you unfairly because of your age, a disability or other characteristic. To see how you can raise your concerns with the Solicitors Regulation Authority, please visit their website - https://www.sra.org.uk/consumers/problems/report-solicitor/.
14. Duration and Termination
14.1. This Contract will apply from the earlier of the date we commence providing the Services to you, the date of signature of the Engagement Letter by both you and us, or deemed acceptance by you of the Engagement Letter and these Terms and Conditions.
14.2. This Contract will continue until all the Services have been provided or it is terminated in accordance with the terms set out below.
14.3. Your continuing instructions will amount to your acceptance of these terms and conditions.
14.4. Right to Terminate this Contract
14.4.1. Unless stated otherwise in the Engagement Letter this Contract may be terminated by either of us at any time by giving not less than 7 days written notice.
14.4.2. This period may be less if there is a court hearing and the reason for termination is that you have failed to pay us a sum to cover counsel’s fees and/or any bill we have rendered and/or sum we have requested from you on account of our costs for that hearing.
14.4.3. Any such termination shall not affect any rights or obligations which either of us already has under this Contract. Specifically, if you terminate this Contract at anytime, , you will still remain liable to pay for any work undertaken prior to our receipt of your notice of termination. if you have not performed your obligations set out herein, not settled your account when due, not provided costs on account when requested, not given us adequate instructions, where there is a conflict of interest or where mutual trust and confidence between us has been lost. We shall notify you in writing of any such termination.
14.4.4. We may terminate instructions at any stage if:
22.214.171.124. we consider it inappropriate to continue acting;
126.96.36.199. You have not performed your obligations set out in this Contract;
188.8.131.52. you do not accept our advice;
184.108.40.206. you fail to pay bills or agreed sums promptly;
220.127.116.11. where there is a conflict of interest or where mutual trust and confidence between us has been lost; or
18.104.22.168. we cannot get clear or adequate instructions from you.
14.4.5. If we stop acting for you, you will be liable to pay our charges for work done to the date of termination and any charges that result from it.
14.4.6. This Contract may also be terminated by us in writing with immediate effect if you are subject to any type of insolvency proceedings (whether formal or informal) or if we reasonably believe that you are unable to pay your debts as they fall due.
15. Data protection
15.1. We comply with the Data Protection Act 2018 and as such you should note that we use the data you provide to us to maintain our client records and to comply with the legal and regulatory requirements that apply to law firms.
15.2. We will keep your data confidential and in accordance with our Data Security Policy, but will provide it to colleagues and to other professional advisors connected to our provision to you of our legal services only where you so instruct or where we believe doing so will enhance our services to you.
15.3. You should expressly bring to the attention of the lawyers acting for you in this matter all the facts, which are relevant to the provision of our services. Where you have instructed us in the past, then you should draw any relevant facts previously disclosed to us expressly to the attention of the lawyers acting for you in this matter.
15.4. You have a right of access to the data we hold about you. We may from time to time send you information which we think might be of interest to you. If you do not wish to receive this, then please notify us in writing. We may hold copies of your data on computers outside the EEA.
15.5. We will process any of your personal data, in accordance with our obligations under applicable data protection laws and regulations, for the following reasons: to provide you with the services you have requested; to comply with applicable laws and regulations; for administrative purposes; and to provide you with information about us and our services, including legal updates.
15.6. If, at anytime, you do not wish to receive further information about us and our services, please let us know.
16. Intellectual property
16.1. Unless otherwise agreed in writing, we own any intellectual property in anything we produce under our retainer with you.
16.2. Unless we inform you to the contrary in writing, a perpetual nonexclusive licence to use our intellectual property for the purposes in respect of which you have instructed us is automatically granted to you.
16.3. In the event of non-payment of our costs, we may immediately terminate any licence granted and require the immediate delivery up or destruction of intellectual property.
17. Money laundering
17.1. Under anti-money laundering legislation we are obliged to confirm the identity of individuals and companies and the beneficial owners of organisations and trusts before accepting new instructions, and to review this from time to time.
17.2. To avoid the need to request detailed identity information from you, we may use approved external services, which review publicly available information on companies and individuals. However, should those checks, for any reason, fail adequately to confirm identity and beneficial ownership, we may write to you to ask for identification evidence as outlined in Appendix 1. If you do not provide satisfactory evidence or information within a reasonable time, we may have to stop acting for you. In that event, you will be charged for any work we have already done.
17.3. Solicitors are under a professional and legal obligation to keep clients' affairs confidential. This is subject to a statutory exception. Legislation on money laundering and financing terrorism has placed solicitors under a legal duty to report a person (including a client) to the National Crime Agency if, for example, we have reason to suspect that they are engaged in money laundering.
17.4. This duty is most likely to affect 'regulated' aspects of our business - broadly, property transactions, tax advice and the establishment or running of trusts and companies. We may well not be able to tell you that we have made such a report, nor may we tell you the reasons for it or do anything which could prejudice any money laundering or other investigation that is being or is about to be conducted. In these circumstances, we may have to delay or stop acting for you in the matter.
18. Disclosures to HM Revenue & Customs
18.1. Legislation may require us to disclose to HM Revenue & Customs details of transactions that may result in a tax advantage. If we consider that this is the case, we will tell you, and you agree to give us the information and assistance that is necessary for us to meet our obligations in this regard, within the time required by law.
18.2. We will aim to secure your consent to such disclosure, but we may be required to make disclosure whether you consent or not. We will not be responsible for any loss (including, without limitation, additional tax, interest or penalties) that may happen as a result of our having done so.
18.3. As part of our compliance and security procedures we do not accept cash in payment of fees, disbursements or obligations to third parties.
19. Risks of Litigation
19.1. You should always bear in mind that litigation by its very nature is risky and there is no guarantee as to the outcome.
19.2. We will provide a ‘cost and benefit’ analysis at suitable intervals during the conduct of litigation to assist you on deciding on a course of action.
20.1.1. We may employ agents or contractors on your behalf and as your agent to assist us when providing any part of the Services.
20.2. Force Majeure
20.2.1. Neither of us will be liable to the other for any delay or failure to fulfil their obligations under this Contract to the extent that any such delay or failure arises from causes beyond their control including, but not limited to, fire, flood, acts of God, acts or regulations of any governmental or supranational authority, war, riot strike, lockouts and industrial disputes.
20.3.1. No delay by either of us in enforcing any of the terms or conditions of this Contract will affect or restrict the relevant party’s rights and powers arising under this Contract. We will only be taken to have released our own rights and you will only be taken to have released your own rights under this Contract if such release has been confirmed in writing to the other.
20.4.1. Notices must be served either personally, sent by prepaid first class post or faxed to the address of the other party given in this Contract or to any other address as the parties may have notified during the period of this Contract.
20.4.2. Any notice sent by post will be deemed to have been delivered on the second business day after sending. Any notice sent by fax or served personally will be deemed to have been delivered on the first business day following its dispatch.
20.5.1. Any amendment of this Contract will not be effective unless agreed in writing and signed by both you and us.
20.6. Validity of Contract Provisions
20.6.1. If any provision of this Contract is held to be invalid in whole or in part such provision shall be deemed not to form part of this Contract. In any event the enforceability of the remainder of this Contract will not be affected.
20.7. Engagement Letter to take Precedence
20.7.1. If there is any conflict between these Terms of Business and the Engagement Letter or any other document which forms part of this Contract the Engagement Letter will take precedence.
20.7.2. If there is and only to the extent of, any conflict between the Engagement Letter and any referenced or attached document other than the Terms of Business then the Engagement Letter will take precedence.
20.8. Application of Terms of Business
20.8.1. Unless otherwise agreed in writing these Terms of Business apply to all matters undertaken by us on your behalf and to any associated company or individual or firm or any company under the same or similar control or direction. Fee rates charged and other charging bases may be different for particular solicitors or other staff involved in such matters or in relation to different types of matters.
20.8.2. All terms referred to or defined in the Engagement Letter shall have the same meaning in these Terms of Business and vice versa.
21. Governing Law and Jurisdiction
21.1. The laws of England and Wales govern all contracts between us and our clients and any 'responsible individual' such as a director of a client company.
21.2. It is a term of this Contract that any claim made against us must be made in the courts of England, which will have exclusive jurisdiction in respect of any such claim, subject to our rights to commence proceedings in any other jurisdiction.
22. Resolving Disputes
22.1. Should a dispute arise between us we will attempt with you to resolve the dispute in good faith by negotiation. Where both of us agree that it may be beneficial we will seek to resolve the dispute through mediation.
22.2. If the dispute is not resolved through negotiation or mediation, or if it is not appropriate or agreed by both of us to use such procedures, you agree that the English Courts will have exclusive jurisdiction in connection with the resolution of the dispute.
Appendix 1 - Money laundering
If we have been unable to confirm your individual or corporate identity, or the beneficial ownership of your company, through searches of public records, we will write to you to ask for the information below:
In common with banks, building societies and others, we are required by law to obtain evidence of the identity of company clients and at least one active director - preferably the person who instructs us.
Please could you confirm that the enclosed copy documents and information in relation to the company, which has been taken from documents and information available from Companies House at today's date, are complete and up-to-date:
(a) memorandum and articles of association;
(b) the accounts of the company for the period ending 20XX;
(c) details of the names and home addresses of the directors and the secretary, if any, of the company as shown in the latest filed annual return;
(d) details of the names and addresses of shareholders holding and beneficially owning 10% or more of the issued share capital of the company as shown in the latest filed annual return.
Please let us have a certified copy of any updated documents under (a) or (b) above or details of any differences to the information referred to at (c) and (d).
To comply with money laundering regulations, could a director of the company also provide evidence of their own identity and address, by producing the original of their passport and of a recent (last 3 months) gas, electricity, water or council tax bill or a bank statement addressed to them at their home address. If not able to produce these items personally, please let us have copies certified as correct by a solicitor, bank manager or chartered or certified accountant.
In common with banks, building societies and others, we are legally required to obtain evidence of an individual client's identity and address. This is because criminals wishing to launder money can use solicitors who deal with money and property on behalf of clients.
Please could you provide evidence of your identity, by producing the original of your passport and of a recent gas, electricity, water or council tax bill or a bank statement addressed to you at your home address. If you cannot produce these items personally, please let us have copies certified as correct by a solicitor, bank manager or chartered accountant.
|On behalf of De Jure Chambers Limited||On behalf of the Client|
|Confirm capacity to sign these Terms|
|Date of signature||