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Our Standard Terms And Conditions
1. Introduction
Some of our standard terms of engagement may not be immediately relevant to you. Our objective is to build up a relationship with all of our clients which will last over years, and we think it helpful if we provide you at the outset with a description of the terms on which we provide all our services. These terms are incorporated by reference into the Letter of Engagement you will receive at the beginning of the assignment.
In order to avoid repeating your name and ours in this document, we have used the expressions "we", "us" and "our" to refer to IscaLegal LLP and "you" and "your" to refer to you, our client. We have also used the expression “charges” to avoid repeating the expression “fees, disbursements and expenses”, all of which are referred to on each occasion this word is used. Where we use the word “partner” we are referring to a member of IscaLegal LLP or an employee or consultant with equivalent standing and qualifications.
2. Matter Partners
We operate a “Matter Partner” system to ensure that you have a single, senior lawyer who will be responsible for maintaining an over-view of your affairs. A Matter Partner will deal with your work either directly or supervising those who carry out your work.
It is important that you are kept fully informed of progress and that in handling your work, we always act in accordance with your instructions. We shall report to you at such intervals and by such means as you may require.
Please note that only a partner has authority to agree to sign a Letter of Engagement or any variations thereto or to these standard terms and conditions.
3. Instructions
The Letter of Engagement will set out the agreed scope and objectives of your instructions. Any subsequent changes will be discussed and agreed with you and, where appropriate, a new Letter of Engagement will be agreed.
We shall proceed on the basis of the instructions we have received from you and rely upon you to tell us as soon as possible if anything occurs which renders any information previously given to us incorrect, inaccurate or incomplete.
However we can not be responsible for any failure to advise or comment on any matter which falls outside the scope of your instructions. We cannot accept any responsibility for any event, loss or situation unless it is one against which it is the specific purpose of those instructions to provide protection.
Advice given by us is provided in light of the instructions to which it relates and for your benefit only. It may not be used or relied upon for any other purpose or by any person other than you without our prior written consent.
4. Anti Money Laundering Legislation
Our policy is one of strict compliance with the statutory regulations and therefore we would not be able to act upon your instructions until we have completed those procedures we deem necessary to satisfy the legislation and regulations to which we are subject.
We shall communicate with you separately in respect of the procedures referred to.
If we are able to accept your instructions, we reserve the right to recover fees (calculated on a time basis), expenses and disbursements which accrue or which we incur in complying with the legislation and regulations to which we are subject.
5. Standard Fee Basis
Our fees are calculated by taking into account a series of factors established by law. Unless otherwise agreed in writing, these include the amount of time we spend, the complexity of the matter and the level of skill and specialised knowledge involved. In addition, we take into account the value of the matter and its importance to you.
Time spent may include but will not necessarily be limited to:
- perusing and working on papers and correspondence;
- telephone calls to third parties;
- time spent with you on the telephone or in face to face meetings;
- time spent with others in preparing the case on your behalf (which may include witnesses, experts and counsel);
- dealing with other parties involved in the matter;
- travelling and waiting time.
Time is recorded and charged for on a task related basis in units of 1/10th of an hour.
As our time and expertise are the core elements of our service, our fees are normally calculated by reference to the current hourly rates of the lawyers concerned and applicable at the time that the work is carried out for you. The rates currently applicable are set out in the Letter of Engagement.
We do review our charge out rates from time to time. We shall, however, notify you in writing of any alterations.
Our intention is that our fees should be fair and reasonable having regard to all the circumstances.
Our aim is to be as flexible as is commercially sensible in our approach to fees and we are prepared to consider alternatives to hourly rates including, by way of example, fixed fees, blended rates, percentage fees based on specific criteria or retainers. The Letter of Engagement sets out the agreement we have reached as to the basis of our fees.
VAT is payable on all charges (unless in your case we are satisfied VAT is not payable). All figures in our Letter of Engagement or any other correspondence with you are exclusive of VAT unless otherwise stated.
6. Estimate of Fees
Any estimate provided as to fees is only a guide and must not be taken as a firm quotation, unless we have confirmed in writing that we shall charge a fixed fee.
Our estimate will aim to give you a breakdown between likely charges and VAT. Where time is a factor in assessing fees, we will explain clearly to you how we intend to use the time. It is likely that our estimate will be expressed as a range.
Our estimate will include, where possible, details of any third parties to whom you will need to make payments and when those payments are likely to be needed.
Where, in our judgement, it is not possible to provide you with a fixed or realistic estimate of charges, we shall, at your request, give you the best information about the total cost of the next stage of the matter.
We shall review the original estimate regularly and provide you with written revised estimates, where applicable, giving the reasons for any changes made.
7. CAP ON FEES
If a cap or limit is agreed on the level of our fees then our fees will not exceed the amount specified in the Letter of Engagement.
However, the application of the cap or limit is agreed on the basis of the instructions and information supplied to us and on any assumption set out in the Letter of Engagement.
Unless the Letter of Engagement states otherwise, expenses and disbursements shall be payable in addition to any cap or other limit on fees.
8. Fixed Fees
If we have agreed a fixed fee with you, then the Letter of Engagement includes a detailed description of what we have agreed to do for that fee and a summary of the information which you have given us. In order to provide that description, on which the fixed fee is based, we must have as much information as possible about the work which you want us to do, so that we can estimate the time it will take us.
Expenses and disbursements shall be payable in addition to any fixed fee.
Provided:
- the scope of your instructions does not change; and
- the information in the summary is accurate; and
- there is no material delay in progressing or completing the matter beyond our control
We will complete your instructions for the fixed fee. If any one of the three provisos is not satisfied, we shall advise you that in our view the fixed fee agreement should cease to have effect. If you agree with our view, we shall seek a new agreement with you for a new/revised fixed fee, or agree a different method of charging fees.
If you do not agree with our view, then the Complaints Handling Procedure referred to in Condition 19 will operate.
9. Expenses and Disbursements
Your instructions authorise us, unless you instruct us to the contrary, to incur such disbursements and expenses as we consider necessary to comply with your instructions. You will be required to reimburse them to us on request either by payment on account or against submission of a bill.
Examples of common disbursements and expenses are company, Land Registry and other search and registration fees, stamp duty and stamp duty land tax. Disbursements and expenses are charged at cost.
We reserve the right to charge you for:
- expenses of travel, accommodation and meals when travelling away from the office (and exceptional costs of in-house provision of food, subsistence items, or other amenities) in fulfilling your instructions;
- late night transport home for partners or staff or the cost of overnight accommodation where the work necessary to fulfil your instructions must necessarily be undertaken after 21:00;
- photocopying and scanning expenses incurred on your behalf;
- CHAPS transfers on your behalf by our bank.
These items will be shown by category on your bill. Current rates of charge are as follows:
- photocopying and scanning - 25p per copy;
- A4 or smaller colour photocopying and scanning - £1.00 per copy;
- larger colour photocopying and scanning - at such higher rate as may be reasonable in all the circumstances;
- computerised legal research - at cost;
- travel by car - 40p per mile;
- taxis and other public transport - at cost;
- CHAPS payments - £30 per payment.
Some non-standard technologies may be the subject of specific charges, but if we anticipate the need to deploy such technologies in discharging your instructions this is referred to in the Letter of Engagement.
10. Payments on Account
We may ask you to provide sums in advance to cover charges.
If we do, any payment will be held on deposit account generally on account of charges which we are likely to incur on your behalf.
We will discuss with you the amount which is appropriate at the outset of any new matter. It will be helpful if you could please meet any requests for payment promptly. However, if there is any difficulty in this respect please contact the Matter Partner.
Save for any advance payments for expenses and disbursements which may be applied when the expenses or disbursements are incurred, the money will be retained until completion of the matter although, at our discretion, some or all of it may be applied towards any bill which has remained unpaid for more than 28 days. If part or all of the money is used in this way, or if for any reason it is reasonable to review the amount held by us, we may ask you to provide a further sum to cover future charges.
11. Interim Bills
We will bill charges on the basis set out in the Letter of Engagement. Payment of interim bills helps us to spread our charges fairly between clients for whom we are working over different periods of time.
12. General Provisions about Bills
Bills will contain a brief description of the work performed during each billable period but not a detailed narrative. If you require such a narrative or need any additional explanation, please let the Matter Partner know and it will be provided.
Bills are due for payment upon delivery and must be paid within 28 days of delivery unless that period is extended, in writing, by your Matter Partner. We shall be entitled to deduct monies invoiced to you from any completion monies or to add such invoiced monies to a completion statement as appropriate.
If you wish to make payment by way of bank transfer, we will provide you with our bank details with each bill or at your request.
We reserve the right to charge interest on any sum which remains outstanding for more than 28 days after delivery of the bill at the rate then payable on judgement debts (which is currently 8% per annum).
We may, in order to secure payment of our charges, have first call upon any money or other property recovered or preserved for you by our efforts pursuant to Section 73 of the Solicitors Act 1974. We may also exercise a lien to retain any property held or recovered for you, including your file, as security for the payment of our proper costs and charges.
If a third party undertakes responsibility for payment of some or all of our charges on your behalf, and payment is not made as set out above, then you will be responsible for settling any outstanding amount.
If a bill remains unpaid for more than 28 days, or if you decline or fail within 14 days to meet a request for a payment on account of our charges, we must reserve the right to decline to act any further.
If our instructions are given by, or on behalf of, more than one person or company each person or company for whom we are acting will be responsible for the payment of the full amount of our charges regardless of whether our bills are addressed only to one or some of such parties.
13. Termination of Instructions
You may terminate our instructions at anytime by giving us written notice.
In some circumstances, for good reason, we may decide to cease acting for you. Examples of circumstances where we might so decide include a failure on your part to provide us with adequate instructions, or when we find ourselves unable to comply with your instructions, or when our invoice remains unpaid outside an agreed payment timetable, or when a payment on account is not made in accordance with these standard terms and conditions and our Letter of Engagement.
We will give you reasonable prior written notice if we decide for whatever reason that we are no longer willing or able to act for you. In circumstances where our instructions are terminated or we cease to act for you, we will be entitled to receive payment for our reasonable charges. In the case of a fixed fee, please refer to the Letter of Engagement.
14. Transfer or Assignment of Instructions
We may transfer our rights under this contract to any organisation within which our practice may continue in the future (and in such an instance you agree that our obligations under the contract will be assumed by such organisation). We will not otherwise transfer our rights unless we get your written permission first.
15. Third Parties
Except as expressly provided in the Letter of Engagement and as set out above at Condition 14, no person other than a party to the agreement established by the Letter of Engagement may enforce any terms of such agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 ("the Act"). Notwithstanding any benefits or rights conferred by such agreement on any third party by virtue of the Act, the parties to such agreement may agree to vary or rescind any of its terms without any third party's consent.
16. Data Protection
The information which you provide to us is confidential. It is also likely to be covered by the Data Protection Act 1998. Inevitably we may have to disclose some information to third parties and we accept instructions only on the understanding that we have the authority to do so when reasonable and necessary for the purposes of dealing with any matter on which you instruct us. If we have any doubt as to whether you might object to the disclosure of any information we will seek to obtain your consent before doing so unless disclosure is required as a matter of law.
If we instruct counsel on your behalf, we may keep a copy of an opinion given by counsel in electronic form for internal know-how purposes but we will ensure that client confidentiality is preserved.
17. Storage of Papers and Deeds
Upon completion of any matter for you or earlier termination of our instructions we are entitled to retain your papers, documents or other property held by us if there is any money owing to us in respect of our charges until you have paid any outstanding amount, including interest.
We shall keep our file of papers (except for any of your papers which you ask to be returned to you) in storage but on the understanding that we have your authority to destroy the file six years from the date of delivery of our final invoice in respect of the matter.
We shall not, however, destroy documents which you specifically ask us to deposit in safe custody.
We do not normally make a charge for retrieving stored papers or deeds in respect of continuing or new instructions to act for you. However, we reserve the right to make a charge based on the time we spend reading papers, writing letters and other work necessary to comply with your instructions.
18. Electronic Communication
We are able to communicate electronically with our clients and other parties using electronic mail (both direct and via the internet) and using computer disks. If we communicate electronically with or for you, you acknowledge and agree as follows:
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- there are some delivery risks in using electronic mail and you accept the risk of interception by third parties or of non-receipt or delayed receipt of the message;
- computer viruses and similar damaging items can be transmitted through e-mails and by introducing computer disks into your system; we use virus scanning software to reduce these risks and ask that you do the same; however, it is not possible completely to eliminate the risk of introducing viruses;
- you release us from all claims, losses, expenses and liabilities caused by any of the risks referred to above and arising directly or indirectly out of that communication.
19. Complaints Handling Procedure
As a valued client, you should know that we, through our partners, fee earners and employees, take every care in providing the service that you are entitled to expect. We recognise, however, that occasionally things can go wrong and you may wish to complain about the service you have received.
We have a formal Complaints Handling Procedure and we want you to understand how that works. The procedure will ensure that:
- complaints are taken seriously and get a prompt response; and
- any complainant knows as soon as possible whether or not we agree that the complaint is justified.
- If you wish to make a complaint then, in our view, it is best if it is made in writing and addressed to the Matter Partner. He or she will then follow the Complaints Handling Procedure, a copy of which will be supplied on request.
Although we would always hope to deal with and resolve any complaints satisfactorily, you should understand that our Complaints Handling Procedure does not in any way restrict your right to pursue your complaint to the Law Society through the Legal Complaints Service.
20. Costs of Other Parties
In some cases you may become liable for the costs of someone else involved in your matter. If so, we shall explain our assessment of any liability you may incur. When appropriate, we will endeavour to obtain a firm figure for or agree a cap in respect of such costs.
21. Challenging Costs in Non-Contentious Matters
If you are unhappy with a bill rendered for a non-contentious matter, you may, under the terms of paragraph 4(I) of the Solicitors' (Non-Contentious Business) Remuneration Order 1994, within one month of receipt of the bill, require us to obtain a certificate from the Law Society stating that in its opinion our fees are fair and reasonable or, if not, what amounts would be fair and reasonable.
22. Our Liability to You
22.1 In order that our liability to you arising from our negligence or wilful default shall be fair and proportionate, we may include provisions in the Letter of Engagement which limit our liability in certain circumstances. In any event, please note carefully the exclusion of liability (contained in Condition 3) in circumstances where matters fall outside our instructions. Nothing in this condition shall be construed as purporting to exclude nor limit any liability the exclusion or limitation of which is prohibited by law.
22.2 You acknowledge that we are a limited liability partnership and that there is no contract between you and any of our individual employees, consultants or members. Any advice given to you by an employee, consultant or member is given by that person on our behalf and that person does not assume any personal responsibility to you for that advice. Accordingly you will not bring any claim against any individual employee, consultant or member in respect of any losses which you suffer or incur, directly or indirectly, in connection with our services. None of the provisions of this Condition 22.2 will limit or exclude our liability for the acts or omissions of our employees, consultants or members.
23. Variations to these Conditions
These standard terms and conditions shall apply to any instructions which you give us. We may change these standard terms and conditions from time to time but if we do so we will notify you of any changes in writing. Together with the Letter of Engagement, they comprise the whole contract between you and us and no variation shall be binding on us unless in writing. In the event of any inconsistency between the provisions of these standard terms and conditions and the Letter of Engagement the latter shall prevail.
24. SURVIVORSHIP AND SEVERABILITY OF CONDITIONS
Any of these conditions which expressly or impliedly have effect after termination or expiration will continue to be enforceable notwithstanding termination or expiration.
If any part of any of these conditions is held by the court to be illegal or unenforceable, then the remainder of such condition and the other conditions of this contract shall be enforceable notwithstanding such illegality or unenforceability.
25. Jurisdiction and Applicable Law
These standard terms and conditions shall be construed in accordance with the law of England and Wales.
You nevertheless agree (this provision being included for our benefit alone) that we shall retain the right to bring proceedings against you in our absolute discretion in the courts of any other country which may have jurisdiction.