TERMS OF BUSINESS

PLEASE READ THIS DOCUMENT CAREFULLY 

1. Definitions 

The following definitions apply in all cases: 

     ·   “Terms” shall mean these Terms of Business;

     ·   “us” or “we” or “our” or “firm” shall mean the law firm of Simcox Associates Solicitors;

     ·   “you” or “your” shall mean our client;

     ·  “Contract” shall mean the agreement between us and you relating to the provision of our services;

     ·   “covering letter” shall mean our letter referring these Terms to you and setting out any other special terms including the work you have asked us to do and the individuals who will handle it at our firm. Any conflict between the covering letter and these Terms shall be read in favour of the latter;

     ·   “Regulations” shall mean the Consumer Protection (Distance Selling) Regulations 2000.

     ·   “Disbursements”, shall mean any costs or payments that we incur on your behalf in connection with providing our services, e.g. Counsel, agents’ fees, couriers etc;

     ·   “Estimate” shall mean a provisional estimate of our fees, which is not intended to be legally binding;

     ·   “Quotation” shall mean a firm indication of what our costs shall be for acting for you.  

2. The Contract Between Us 

The covering letter (which in the event of any inconsistency prevails), these Terms, and any written amendments that we agree with you shall form the Contract. This Contract will be concluded: 

     ·   When you confirm that the provisions of the covering letter are agreed; or

     ·   When you give us any specific instructions to act on your behalf, request advice from us, or after you have received the covering letter and you have raised no objections to their provisions.

3. Consumer Cooling Off Rights 

For consumer matters where you entered into the Contract without someone from the firm being physically present, the Regulations may apply, giving you the statutory rights: 

     ·   To terminate the Contract within a cooling off period of seven working days beginning with the day after the Contract was concluded.  Where you have this right, and decide to use it, you can do so by sending a written notice of cancellation addressed to the lawyer in charge of your case within the cooling off period. However, you will lose your statutory right to cancel if we commence working for you, either at your request or if we consider it appropriate, before the cooling off period expires. If you wish us to wait until the cooling off period has expired before starting our work, please advise us in writing immediately;

     ·   To request we complete our work within 30 days of the day after you asked us to work for you, unless otherwise agreed. In this respect, subject to any contrary term in the covering letter, our agreement with you is on the basis that we shall not be required to meet any such 30 day deadline, given our services generally require more time to complete. 

4. Work that is not included 

Subject to the covering letter, or unless otherwise agreed to the contrary in writing, our advice shall not include advice on matters relating to: 

     ·    The laws of any jurisdiction other than England and Wales; or

     ·    Taxes or duties (other than Stamp Duty); or

     ·    Financial planning; or

     ·    Accounting.   

5. Instructions & Authority 

If you are a company, partnership or other organisation, we may accept instructions from anyone within your organisation unless you have written to us identifying which individuals we are to take instructions from.   

When our Contract is with more than one person, unless otherwise agreed in writing, we may:

     ·    Accept  instructions from any one of those persons on behalf of all; and

     ·    Correspond with any one of those persons on behalf of all. 

6. Evidence of identity and our right to cancel 

We may ask you to provide evidence of your identity and/or authority to instruct us.  If you cannot satisfy these requests promptly, we have the right to cancel the Contract on giving immediate written notice to you. 

7. Delegation of Work 

The individual named in the covering client care letter shall have primary responsibility for your work, but may delegate appropriate parts of the work to our junior lawyers acting under proper supervision. The individual with overall responsibility for your work is the Supervisor responsible for the department in which your work is being conducted. If there is any aspect of our service that you are unhappy with, you should discuss the matter with your advisor or the named Supervisor and finally, if there is a problem that cannot be resolved, you should raise the matter with the Principal. 

If you instruct us in relation to issues that fall outside the range of work that is normally done by the named individuals in the covering letter, we may refer you to other lawyers within the firm who can assist you, subject to your agreement.     

Routine letters are charged at 1/10 of appropriate hourly rate.  

9. Disbursements and Other Costs 

In addition to our fees, you shall also pay to us, with VAT if applicable: 

     ·    All Disbursements we make or incur on your behalf. 

     ·    The costs of copying of documents;

     ·    The cost of any foreign telephone calls that we make on your behalf;

     ·    The cost of all travel and accommodation reasonably incurred by us. 

We may require you at any time either to pay us sums on account of any Disbursements or costs that we may have to incur, or to make any payments of this sort yourself direct to the person in question. 

10. Estimates & Quotes  

Estimates and Quotations are generally based upon your initial description of the matter in question and upon any documentation that you might have given us to consider. Such information may not be sufficient to give an Estimate or Quotation, particularly if documentation needs to be prepared or negotiated, or if any complicated legal points are involved.  

Where an Estimate or Quotation is given, it must be in writing to be of any effect. Such effect will in any event be limited in that sometimes a matter is more complicated than we could reasonably have expected from your description or from a preliminary review of that documentation, or unforeseen issues arise as a matter progresses which have a bearing on the amount of time which we need to spend, or upon any Disbursements or other costs which need to be incurred. We shall advise you of any such changes in circumstance, as these matters will fall outside the scope of any Estimate or Quotation which we have given.  We shall seek to agree with you an additional fee for such matters, but if no agreement is made, we shall have the right to cancel this Contract on giving immediate written notice to you.   

If it is not possible to calculate our charges with reference to a Quotation we have given, they shall be determined with reference to our hourly rates. 

Unless we specifically advise to the contrary, all Estimates and Quotations are exclusive of VAT, Disbursements and other costs. 

11. Monies on Account 

We reserve the right to require you to pay one or more sums on account of our fees and/or any likely Disbursements or costs at any time before and/or during the course of the work. Any sums we ask you to pay on account may include an element to reflect any VAT that may be chargeable. These sums will be held in your name in our client account accruing interest if no less than £20. From these sums, we shall be entitled to settle our invoices for fees, Disbursements or costs after we have advised you of the fees, Disbursements and costs in question.  If it transpires that our invoiced amounts at the end of a matter are less than the sums that we are holding on account, we shall refund the balance to you. 

12. Billing and Payment 

We shall invoice you as frequently as we think appropriate.  Relevant issues in determining the frequency of our invoices will include  

Subject to any special terms in the covering letter, billing frequency is at our discretion depending on such criteria as the nature of the matters on which we have been asked to act, the amount of our unbilled fees, the amount of time that is being spent on your matters and your financial circumstances. We generally invoice our clients on a monthly or quarterly basis and on completion of the transaction.  

Our invoices are payable in full upon receipt. 

If any of our invoices are not paid within 30 days of their delivery to you: 

     ·   We may charge you interest on the outstanding amounts at the rate payable on judgment debts, and;

     ·   We have the right to suspend work on any matters on which you have asked us to act, or to cancel all or any of our Contracts with you on giving you immediate written notice, and:

     ·   We have the right to apply to Court/Tribunal to be taken off the record as your lawyers in relation to any legal matter in which we are representing you on giving you 7 days written notice. 

Where the covering letter is addressed to more than one person, or where we have agreed with the addressee of the covering letter to act for another person as well, each of you shall be jointly and severally liable for our fees and disbursements and other costs, so that each of you is jointly responsible for ensuring that our bill is paid, and we can pursue all or any one of you for the whole amount that is due to us.  This shall be the case regardless of any agreement you may have entered into with anyone else regarding the payment of our fees, disbursements, and other costs. 

13. Complaints Regarding Our Fees 

Our invoices contain a brief summary of the work that we have undertaken for you and the Disbursements and costs that have been paid out your behalf in relation to the matters on which you have asked us to act.   A more detailed description can be provided if needed. 

In non contentious matters, if you are not satisfied with the amount of our fees, you have the right to ask us to obtain a remuneration certificate from the Legal Complaints Service. The certificate will either say that our fee is fair and reasonable, or it will substitute a lower fee. If you wish us to obtain a certificate, you must ask us to do so within a month of receiving our invoice. 

If you ask us to obtain a remuneration certificate, then unless we already hold sums on account from you to cover these, you must first pay: 

     ·    Half our fee shown in the bill; and

     ·    All the VAT shown in the bill; and

     ·    All the Disbursements we have incurred that are shown in the bill.  

However, you may ask the Legal Complaints Service at 8 Dormer Place, Leamington Spa, Warwickshire CV32 5AE to waive this requirement so that you do not have to pay anything for the time being. You would have to show that exceptional circumstances apply in your case. 

A separate procedure is to have our charges reviewed by the court, called an assessment - see sections 70, 71 and 72 of the Solicitors Act 1974.  This separate procedure applies to contentious matters.  Further information is endorsed on our invoices. 

14. Limitation of Liability  

As solicitors we are permitted to put a reasonable limit on our liability to our clients provided that: 

     ·   The limit on our liability is not below the minimum level of cover required by the Solicitors’ Indemnity Rules (currently £2,000,000 for partnerships and £3,000,000 for LLPs) (“Minimum Level”); and

     ·    We do not limit our liability for death or personal injury resulting from our negligence. 

Our liability to you shall therefore be limited as follows: 

Irrespective of the legal grounds on which any claim against us is made, our liability and loss to you (including any liability for negligence other than for death or personal injury) shall be limited to:  

·    Minimum Level for all claims and losses  resulting from one act error or omission, subject to aggregate limits of ;

·    Minimum Level for all claims and losses arising from a  series of related acts errors or omissions or;

·    Minimum Level  for all claims and losses resulting from a series of acts errors or omissions arising out of or attributable to the same originating cause, source or event, or;

·    Minimum Level for all claims arising from the same or similar act error or omission in a series of related matters or transactions. 

For the purposes of this clause, a claim against any one or more of our assistant solicitors, employed barristers and any other members of our staff (whether employees or not) or the Principal, shall be regarded as a single claim against us and our liability to you shall be limited accordingly. 

We will not be liable for any losses resulting from the failure of a bank or building society as defined in s87 of the Solicitors Act 1974.  In the event that we incur losses from such failure after having given an undertaking on your behalf, you will re-imburse us on an indemnity basis. 

Unless we advise you to the contrary, monies to which you are entitled will be held in account/s maintained at Barclays Bank PLC. The Financial Services Compensation Scheme indemnity limit from time to time (currently £50,000.00) applies to each individual client.  So, if a client holds other monies in account/s, whatever their brand name, at Barclays Bank PLC, then the limit will apply (i.e the client’s own money at Barclays Bank PLC will be aggregated with the money we are holding on the client’s behalf at Barclay’s Bank PLC

 15. Joint Liability  

If you have a claim against us for any loss or damage for which someone else (including you) could also be liable, our liability to you in those circumstances shall be limited to a just and equitable proportion of the loss or damage in question after liability for it has been apportioned between everyone responsible and for the purposes of this clause: 

     ·    “loss or damage” shall include all recoverable amounts, including legal costs; and

     ·    The ability or otherwise of any person or entity to satisfy any legal claim for any reason including (but not limited to) death, bankruptcy, or insolvency shall be disregarded; and

     ·    It shall be assumed that there are no agreements in force that exclude, limit or cap the liability of anyone else who might be liable to you.  

16. Other Matters  

We shall not be liable to you for any failure to provide our services caused by matters beyond our reasonable control. 

You hereby authorise us to give undertakings on your behalf that are usual in the nature of the transaction – for example, in the event of a sale of a property subject to a mortgage to redeem it from the proceeds of sale. 

17. Regulatory Matters 

The Firm is regulated by Solicitors Regulation Authority in the conduct of its law practice. The firm has effected professional indemnity insurance cover which meets the requirements of the Solicitors Regulation Authority.  

All UK law firms are subject to reporting and other requirements imposed by the UK’s money-laundering laws and other legislation and you may therefore be required to provide us with information that may be relevant for legal or regulatory purposes at any time.  Any failure by you to provide any information of this sort shall entitle us to cancel this Contract on giving immediate written notice to you. 

We are not authorised under the Financial Services and Markets Act 2000 but we are able, in certain circumstances, to offer a limited range of investment services to clients because we are members of the Law Society.  We can provide these investment services if they are an incidental part of the professional services we have been engaged to provide. 

If you have any problem with the service we have provided for you then please let us know.  We will try to resolve any problem quickly and operate an internal complaints handling system to help us to resolve the problem between ourselves.  If for any reason we are unable to resolve the problem between us,  then we are regulated by the Solicitors Regulation Authority which also provides a complaints and redress scheme. 

Although we are not authorised by the Financial Services Authority, we are included on the register maintained by the Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts.  This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulations Authority.  The register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register  

18. Conflicts 

We have the following rights to cancel this Contract on giving immediate written notice: 

     ·   If our own interests conflict with yours; or

     ·   If a conflict of interests arises between you and any of our other clients, or there is a significant risk that this might happen; or

     ·   If any instructions you give us conflict with our professional duties or obligations as solicitors.  

19. Termination 

You may immediately terminate the Contract in writing at any time if you wish us to stop acting for you.   

We may also cancel the Contract: 

     ·    On giving you reasonable written notice; or

     ·    If we believe there are circumstances that justify an immediate cessation of the work that we are doing for you; or

     ·    In the circumstances provided for in clauses 6, 10, 12, 17 and 18 above. 

Circumstances that might justify our ceasing to act for you under the first two bullet points above would include a non-payment of any of our invoices, your failure to make any payment on account or to settle any Disbursements or costs which we have requested, or your failure to give us the instructions that we might reasonably expect in relation to your matter(s).   

In the event that we cancel the Contract and cease acting for you, we shall be entitled to charge you a fee for all the time spent by us up o cancellation, and all the Disbursements and costs we have incurred or may be liable for up to that point in time.  If it is not possible to calculate our fee with reference to a Quotation that we have given, our fee shall be calculated on the basis of our hourly rates. 

20. Papers and Deeds 

We are entitled to retain our files and any documents we are holding on your behalf until you have paid all our invoices.  Unless you have already asked us to return any papers to you, we shall keep all files relating to your completed matters in storage for not less than six years, either in their original form or on some other retrievable medium.  After the end of that period, those files will be destroyed, although this shall not apply to any original documents that you have specifically asked us in writing to keep in safe custody for you. 

We do not normally make a charge for retrieving stored papers which relate to current matters, although we reserve the right to charge you for any time spent in retrieving papers relating to completed matters and for any time spent in reading the file, writing letters, or doing any other work at your request. 

If you ask us to send any documents to anyone else, we shall not be liable for any loss or damage that occurs to those documents after they leave our possession.  You should also note that, unless we believe it might be appropriate to do so we will not ordinarily make copies of any lengthy or bulky documentation which we send to anyone else, unless you specifically ask us to do so, and pay our copying charges. 

21. Email, Fax and IT Matters 

Unless otherwise agreed, we may use conventional (unencrypted) email to communicate with you and anyone else that is involved in any matter on which you instruct us. You acknowledge that conventional email may present security risks in certain circumstances and you shall be taken to have accepted those risks unless you tell us not to use that means of communication.  

If you would like us to use encrypted email for communication purposes you should notify us in writing. We will endeavour to do so, but this shall also be subject to us making the necessary arrangements with you and any other recipients. 

If you do not want us to fax you at any fax number where we might ordinarily think you may be contactable, you must inform us of this in writing and provide us with any fax number(s) you wish us to use. 

Please note that in order to protect the integrity and security of our IT systems, we may prohibit the receipt and opening of certain types of electronic files by our staff and you should note our internal IT procedures may also impose a delay on our ability to open and deal with certain types of electronic files.

Please note that we may record and monitor telephone, fax and email communications that are made to or from our offices and staff for the purposes of the Telecommunications (Lawful Business Practice) (Interceptions of Communications) Regulations 2000.

22. Recommendations 

If we should recommend the services of anyone to you such as accountants, surveyors, trade mark and patent agents, foreign lawyers or anyone else, we shall do so in good faith and this shall be the sole extent of our liability with regard to the recommendation in question. 

23. Audit Enquiries 

If we receive requests for information of an auditing nature from you, your accountants or auditors, we may address our response to you and we may charge you for the time spent in addressing these enquiries at our normal hourly rates.

24. Third Party Rights 

Unless we specifically agree to the contrary in writing, we shall act only on your behalf in relation to the work that we do for you and the Contracts (Rights of Third Parties) Act 1999 shall not apply. 

Any legal advice that we give you is for your own use only and we shall not be liable to anyone else in relation to that advice (including anyone that you pass or transmit it to) unless we express agree to be liable to the recipient(s) in writing. 

25. Data 

If you are a private individual we shall only use any personal data that we have relating to you for the following purposes: 

     ·   To identify you as a client of this firm, and to confirm any information you have given us;

     ·   To provide you with our products and services;

     ·   To process any payments from you;

     ·   To send you information regarding our products and services, including any products and services that we may supply in conjunction with anyone else, unless you ask us not to do so;

     ·   For our own internal purposes in connection with risk management matters and resolving disputes; and

     ·   For producing statistics and other information relating to our business, providing this shall not identify you personally. 

26. General 

The Contract is governed by English law and it shall be subject to the non-exclusive jurisdiction of the English Courts.

Terms Accepted by:                                        Position:

Date: