Terms and Conditions of Retainer
This is an important legal document.
We have recorded that these Terms and Conditions have been delivered to you.
Acceptance of these Terms and Conditions
These Terms and Conditions set out the standard of service you can expect from us and how we will charge for the work we do. In Schedule 1 - Legal and Regulatory we set out certain rules which apply to how we apply our services.
We reserve the right not to start or continue work on your behalf until we have received a signed acknowledgement by you of your agreement to these Terms and Conditions. If you do not provide a signed acknowledgement, we have the option of accepting your continuing instructions amount to acceptance of these Terms and Conditions just as if you had signed the same.
Where we act for you in a case where Court proceedings are possible if you fail to provide a signed acknowledgement of the acceptance of these Terms and Conditions and we continue to act your ability to recover legal costs may be adversely affected. You accept this risk by continuing to instruct us without providing a signed acceptance of our Terms and Conditions.
1.1. Pardoes Solicitors is a trading name of South West Advocates Limited, a private limited company registered in England and Wales under company number 09043550 with its registered office at Nest@Mallard Mallard Court Bristol Road Bridgewater Somerset TA6 4RN. A list of members is available for inspection at the registered address.
1.2. We are regulated by the Solicitors Regulation Authority the SRA number is now 622136. We are subject to the Solicitors’ Code of Conduct (available at www.sra.org.uk/handbook).
1.3. When “we”, “us”, “Firm” and “Pardoes” are used in these Terms and Conditions they mean Pardoes Solicitors and when “you” and “Client” are used they mean our client.
1.4. The SRA requires that as a matter of good professional practice certain information is given to you at the outset of a new matter. That information is therefore included in these Terms and Conditions which set out how we provide our professional services to you.
1.5. These Terms and Conditions, Schedule 1 and the letter of engagement (“Client Care Letter”) are important documents. Signing agreement to these terms and any Conditional Fee Agreement, Supplemental Terms and Conditions, or Public Funding
Certificate that may apply evidences the legally binding agreement between you and us (“Retainer”). The Retainer forms the whole agreement between you and us and replaces any previous agreement, understandings or arrangements whether oral or in writing between us relating to the services we provide.
2. Joint Clients and Acting for Companies
2.1. If we are instructed by joint clients then all clients are jointly and severally liable for our fees, notwithstanding any agreement between you as to how you will share the costs. This means that we will be able to look to one client only or to each of our clients to pay the whole of or any balance of any unpaid fees.
2.2. Instructions are understood to be for the purposes of all those instructing us. We will act on instructions from any one of those clients unless you instruct us otherwise.
2.3. If instructions are given on behalf of a client, we are entitled to assume that the person giving the instructions has lawful authority to instruct us. If not, then that person will be liable to us as if they were our client. If you want us to communicate only with specific people, you must notify us of this in writing.
2.4. If we are acting for a Company (including a prospective Company), the Directors thereof (including prospective Directors) will be jointly and severally liable for all bills delivered to the Company and any other liability arising under our retainer. Such liability arising by guarantee hereunder and/or by contractual indemnity in consideration of Pardoes acting for the Company at their personal request. However, we reserve the right to postpone recovery against the Directors, until any of the following occurs: the Company ceases trading; enters into an insolvency procedure; fails within three months to commence trading; or fails to pay a bill within three months of the date of the bill. By accepting our Terms and Conditions of Retainer, the Director(s) in addition to personally accepting joint and several liability also warrant(s) they have authority to sign as agent(s) of their fellow Director(s) in their personal capacity.
3. Fees, Expenses and Disbursements
3.1. Unless we agree an alternative structure for fees our fees are based on the time we spend working for you. They will be calculated based on the hourly rate of the fee earners, unless expressly stated otherwise. Time is charged in units of six minutes rounded to the nearest six minutes. Further details of how we will charge for your particular matter are set out in our Client Care Letter to you in the section headed “Costs and Funding”. Each year we review our hourly rates in April, if there are any changes in the rates we will inform you of the new rates.
3.2. During the course of the case or transaction there may be disbursements which need to be paid by us on your behalf, for example court fees, counsel's fees, fees for medical or other reports, search fees, Land or Probate Registry fees. We have no obligation to make such payments on your behalf unless funds have first been provided by you for that purpose. We may also incur expenses such as photocopying charges, courier costs, travel expenses, overseas telephone calls or facsimile charges, which you will have to pay.
3.3. We normally deliver bills to you at monthly intervals dealing with fees, disbursements and expenses for work carried out during the conduct of the matter. This not only assists our cash flow but enables you to budget for costs. In the event of a payment not being made or a cheque being dishonoured, we reserve the right to decline to act any further and the full amount of the cost of work done up to the date we stop working will be charged to you. Payment is due immediately upon delivery of the bill.
3.4. It is normal practice to ask you to pay sums of money from time to time on account of the fees and disbursements which are anticipated in the following weeks or months. In the event of a payment in respect of costs or fees on account not being made we reserve the right to decline to act any further and to suspend further work on your matter until payment of the monies have cleared into our account.
3.5. If the matter is not concluded we will still charge for the time we spend and the disbursements and expenses we incur on your behalf which you will have to pay.
3.6. We can agree with you a limit to our charges and expenses based upon an estimate we provide. We can charge for work carried out and expenses incurred up to the estimate without us needing to refer to you for approval and you must pay our charges and expenses up to the estimate. If it appears the estimate is likely to be exceeded we will inform you. If we need to carry out additional work we will let you know about this normally before we carry it out and also provide you with an estimate of the likely costs and expenses of carrying it out. The need for additional work can arise because issues arise of which you were not aware, unexpected difficulties, a change in your requirements, a change in circumstances, or due to the actions or inactions of other parties during the course of the matter.
3.7. Where you instruct us over a long period of time, you may find it convenient to arrange regular payments on account by way of bank standing order. Standing orders should be expressed to be in favour of: "South West Advocates Client Account”, Sort Code 23-05-80, Account Number: 48313515 at Metro Bank PLC, One Southampton Row, London, WC1B 5HA with the reference being our reference number which appears on correspondence.
3.8. We add VAT to our charges at the rate which applies when we carry out the work.
3.9. At our discretion we accept payment of billed costs and disbursements by cheque, bank transfer, debit card and credit card. We are unable to accept payment by American Express card. Where payment is made by a business or international credit card, we will levy an administration charge up to the equivalent of the charges imposed by the credit card company including any VAT. We are only able to accept cash up to a limit of £500 in any 28 day period. If you choose to deposit cash direct with our bank we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds.
3.10. If we receive money from you or on your account we will be entitled to apply it first in satisfaction of any bills or disbursements then outstanding. If we hold money on one matter we are handling for you we are entitled to apply it in satisfaction of any bills or disbursements outstanding on any other matter we are handling for you.
3.11. All accounts delivered are statute bills as defined by the Solicitors Act 1974.
4. Payments to you
4.1. When making payments to you we will use electronic banking methods to effect payment as quickly and securely as possible. The choice is either CHAPS that is charged at £25 plus VAT or Faster Payment £15 plus VAT. Payment can be made by BACS or cheque at your request but by nature will be a slower process and is charged at £5 plus VAT. However, if a replacement cheque is required, it will be subject to a re-issue charge presently £15.00. All uncashed cheques will be cancelled after 6 months in line with the Firms Residue Monies Policy.
5. Unpaid Bills and your rights with regard to our bills
5.1. We will charge interest on any bills (or any part thereof) not paid within twenty eight days of the date of the bill at such higher rate as may be provided for by the Late Payment of Commercial Debts (Interest) Act 1998, or at the court rate of 8% (if greater). Interest is charged on a daily basis. Interest will be payable until payment is received whether before or after judgment.
5.2. Any monies received by us in payment of our invoices will be applied in the following order: VAT, disbursements, anticipated disbursements, late payment charges, accrued interest, solicitors’ costs and court fees if proceedings are issued to recover the outstanding balance of your bill(s). We may instruct a third party debt recovery agent to seek to secure payment of any outstanding sum and/or to conduct these proceedings on our behalf.
5.3. If we instigate steps, including court proceedings, to recover any unpaid bill you agree to pay our associated costs on a full contractual solicitor/own client indemnity basis, i.e. as if you instructed us to carry out the work on your behalf and any disbursements including court costs.
5.4. You have the right to object to the bill:
a) To complain about our bill under our complaints procedure; and
b) To apply to the Court for an assessment under Part III of the Solicitors Act 1974.
5.5. However, if all or part of a bill remains unpaid we are entitled to charge interest.
6. Our Services
6.1. We will agree with you when we receive our instructions at the outset the work required. If any additional work is required we will agree that work with you in advance. We are not responsible for matters that are outside the work agreed, or that would not normally be considered part of a solicitor's duty in relation to that work. Unless we have agreed in writing to do so, we do not advise on tax, unless specifically instructed to do so. Nor do we advise on the commercial wisdom of a matter.
6.2. We maintain client care by providing our services to the following standards:
a) We will provide an estimate of likely fees and keep you updated of any variations or anticipated variations to fees.
b) You should be advised of the likely timescale involved.
c) Where appropriate, you will be given a costs/risks benefit analysis in pursuing any particular matter.
d) We will explain the legal work involved.
e) You should receive copies of all substantive correspondence and be kept regularly informed of progress.
f) We will communicate in plain language.
g) Appointments are to be offered to you without any undue delay.
6.3. The person who will carry out all the majority of work on your matter is or are shown on the letter that accompanies these Terms and Conditions.
6.4. In some circumstances, we may consider it appropriate for some work to be carried out by other members of staff, such as paralegal, secretarial or support staff. This allows us to provide a more efficient service to you, and also to charge you the appropriate amount for the work done. All work by such staff is carried out under the supervision of a solicitor or member of the Institute of Legal Executives. Overall supervision of the matter is undertaken by a partner.
6.5. We will often, but not always, require your instructions to be confirmed by you in writing. We will always require this where you are instructing us to accept or reject any settlement proposals made by the other side.
6.6. We routinely send e-mails unless we have been specifically asked not to do so. We cannot guarantee the receipt of e-mail messages sent to us or the receipt by you of e-mail messages which we send. Nor can we guarantee the confidentiality of e- mail messages. We recommend that you take great care if copying e-mails from us to other people, or passing on our advice by other means. Such disclosure may result in loss of confidentiality or legal privilege. Unless you tell us otherwise, you confirm that you accept these risks and you authorise us to send you e-mails. We reserve the right to monitor e-mails for quality control purposes in accordance with applicable law and regulations.
6.7. We will send original documents or documents requiring signature by conventional post unless you advise you require such documents sent by registered post or courier in which case the cost will appear as a disbursement.
7. Client Confidentiality and Conflict of Interest
7.1. We will keep all information relating to your affairs confidential. We may disclose such information to third parties to be able to provide our legal services to you as set out in the Retainer, including if we are required to do so by law, by our insurers or by professional conduct rules.
7.2. We hold franchises for categories of legal work from the Legal Aid Agency. These and other organizations such as our regulator and insurers expect us to meet quality standards and procedures which are monitored through internal and external audits which involve the inspection of client files on a confidential basis. Unless you instruct us to the contrary, your acceptance of these Terms and Conditions constitutes your authority to us to allow your files to be examined for audit purposes. You may withdraw your consent to inspection by any organization, other than the Legal Aid Agency or SRA, at any time.
7.3. A conflict of interest will arise if we find ourselves under a duty to act in the best interests of two or more different clients in relation to the same case or work and those interests do not coincide. We will do a conflict search to make sure there is no conflict. If there is, we will have to refuse to accept your instructions or stop acting for you.
7.4. If we are also acting for your proposed lender in this transaction, we have a duty fully to reveal to your lender all relevant facts about the purchase and mortgage. That includes any differences between the
mortgage application and information we receive during the transaction and any cash back payments or discount schemes that a seller is giving you. You agree to us so doing and you irrevocably agree to us providing the lender with all material information including details of all monies we receive from you or on your behalf.
7.5. Sometimes we ask other companies or people to do work on our files, e.g. photocopying or costing. We use an outsourced cloud based software system whereby clients’ electronic files are held on a remote server. We will always require any outsource provider to comply with client confidentiality.
8.1. You may terminate your instructions to us in writing at any time but we will be entitled to keep all your papers and documents whilst there is money owing to us for our charges, disbursements and expenses.
8.2. We may decide to stop acting for you only with good reason, for example, if you do not pay an interim bill or comply with our request for payment on account, if we carry out a credit check and the report is in our view unsatisfactory or if you fail to give us proper instructions on how to proceed or if it is clear that you have lost confidence in how we are carrying out our work, or you do not provide access to necessary documents or an error has been made which makes it inappropriate for us to continue to act and to provide you with proper independent advice. In such circumstances we reserve the right to continue to act but only carry out work and incur disbursements to the limit of funds on account and any such continuation of the Retainer will not amount to a waiver of our right to terminate the Retainer on such grounds, or give you reasonable notice that we will stop acting for you.
8.3. If you or we decide that we will no longer act for you, you will forthwith pay our charges to the date of termination together with, if necessary, our costs and expenses of applying to be removed from the court record on a full contractual solicitor/own client indemnity basis.
8.4. The fact that we may inform you from time to time of developments in the law should not be understood as a revival of a solicitor- client relationship. We have no obligation to inform you of developments in the law unless we are specifically engaged to do so
9. Storage of Papers and Deeds
9.1. We keep your papers for such period, “Storage Period”, as we deem appropriate in our absolute discretion, but never less than 6 years, after we have completed your matter (unless you ask us to provide them to you). You are not required to pay for this service. We keep the papers on the condition that you accept that at the end of the Storage Period we have your express authority to destroy the papers. Files for clients who are unable to manage their own affairs or where children are involved, or various Private Client matters will be kept for longer.
9.2. We keep in safe custody and do not destroy important documents such as wills, deeds and other securities and papers you have expressly asked us to deposit in safe custody or which we consider ought to be kept in safe custody and no charge will be made to you for such storage.
9.3. If we are asked by you to retrieve papers, wills, deeds or securities from storage in connection with continuing or new instructions to us to act in connection with your affairs, no charge will normally be made for such retrieval. However, we reserve the right to make a minimum administration charge of £60 plus VAT spent in such retrieval and any perusal, correspondence or other work necessary to comply with instructions given to us by you or any former client for whom papers, wills, deeds or securities are stored.
10.1. We retain ownership of the copyright in all documents prepared by us and reserve our legal rights to be identified as the creator and copyright owner.
10.2. You must not modify, reuse or adapt any documents we produce for you without our written agreement.
10.3. We do not have to update any of the documents prepared for you after the work has finished.
11. Future Instructions
11.1. Unless otherwise agreed in writing, and on the basis of the hourly rates then applicable, we have the option of accepting these Terms and Conditions will apply to any future instructions which you give to us. Our acceptance can be by agreeing to undertake the instructions when offered.
12. Limitation of Liability and Insurance
12.1. You acknowledge and agree that if you wish to make a claim relating to or in connection with the services provided by us, the claim can only be brought against the Firm and not against the individual members, officers, employees or consultants. You accept this is reasonable as the Firm has in place professional indemnity insurance as required by the Solicitors Regulation Authority.
12.2. Where a person is called a “partner”, the purpose is to indicate the person’s status. It is not to be taken that the person is holding himself or herself out as a partner for the purposes of partnership law. All partners are acting in their capacity as members and employees of the Firm.
12.3. Our maximum liability to you for any claim whether arising out of this agreement or otherwise, and whether such claim is in breach of our instructions, contract, breach of trust, negligence or otherwise (other than fraud) shall be limited to £3,000,000 for any one transaction/matter or series of connected/transactions/ matters, unless a higher amount is expressly agreed in writing by us.
12.4. Under no circumstances will we be liable for any loss, damage, costs or expenses of an indirect, consequential, special, or exemplary nature including without limitation any economic loss or other loss of turnover, actual or anticipated profits, anticipated savings, contracts, opportunities, business of any nature or goodwill.
12.5. We do not exclude or limit our liability for death or personal injury caused by our negligence.
13. Proceeds of Crime Act 2002 and Money Laundering Regulations 2007
13.1. In order to comply with anti-money laundering laws, we are required to verify the identity and current address of all new clients and for existing clients on a regular basis. We are under an obligation to satisfactorily verify our client’s identity at the beginning of our instructions. If we are unable to do so we will not be able to carry out any work on your behalf.
13.2. You will therefore be asked to provide personal information and/or documentation to enable us to carry out the necessary checks. If you are instructing us on behalf of a company or partnership we will need to establish the identity of the directors and/or shareholders and/or managers of the business, and carry out checks on the company itself and any further checks that we may consider appropriate. If you are instructing us on behalf of a trust we will need to establish the identity of the trustees, a settlor if applicable and certain beneficiaries. In the case of an administration of estate we will need to establish the identity of the executors/administrators.
13.3. In some cases, in order for us to properly identify you, we may need to carry out checks or make searches with third parties. If we do so we reserve the right to charge for any additional checks we deem necessary.
13.4. In certain circumstances, the legislation referred to above may oblige us to report suspicions involving possible money laundering transaction to the authorities. If this happens, we may not be able to inform you that a disclosure has been made, or of the reasons for it. If, as a result of us complying with the terms of this legislation, we would be obliged to do, or refrain from doing, anything in relation to your work, then we shall not be liable for any consequences which arise.
13.5. Monies due to you from us will be paid by cheque (or the equivalent) but not in cash, and payment will not be made to a third party.
14. Personal Information and Security
14.1. We gather, hold and store your personal information as described in the Retainer in in compliance with the General Data Protection Regulations. We store and process information electronically and on paper about our clients to enable us to provide our Services and comply with our legal and regulatory obligations. We use third party service providers to handle storage and processing of your data both on our premises and third party premises and through a cloud based IT system. We take all reasonable steps to secure access, storage and transmission of any data. In providing our services we may pass your data to third parties as set out in the information provided to you setting out the terms and conditions of retainer. Wherever possible we will use companies or individuals which abide by their professional bodies Codes of Conduct which include rules on confidentiality.
14.2. You agree that it maybe necessary for us to send documentation containing your personal details to the person or organisation against which you are making a claim, or who are making a claim against you as well as their lawyer and or insurers, and that such documentation and data can be provided before or during any legal proceedings.
14.3. You accept that to enable us to comply with our legal obligation including to check your identity, to make credit decisions about you and to prevent fraud we may undertake appropriate checks including using third party agencies. You have the right to access any of your personal data we hold.
14.4. If we act for you in your capacity as a trustee you must inform any beneficiary of the trust that we will deal with their personal data on the terms set out in this Agreement. Your continuing instructions will be confirmation that you have so informed all beneficiaries.
14.5. We operate from a number of offices and our staff may work from home and utilise their own devices to carry out work on your matter. We have appropriate policies and systems to safeguard your data in those circumstances.
14.6. In providing our services to you we may identify other areas of law relevant to your matter which involve passing your information to colleagues in those areas. As one of our clients, we may from time to time send you information which we think might be of interest to you. You are free to opt out of receipt of this information at any time. If you do not wish to receive that information please let us know.
15. Third Party Rights
15.1. Our advice is for your, our clients, benefit only. Save as expressly set out, our agreement with you is not intended to confer rights on any third parties whether pursuant to the Contracts (rights of Third Parties) Act 1999 or otherwise. You cannot transfer to anyone else the benefit of the Retainer or advice without getting our written permission in advance.
16.1. Any notice we give you under the Retainer may be given to you at the address set out in the Client Care Letter, unless you notify us to the contrary.
16.2. Any notice you give us must be given at our address set out in the Client Care Letter, unless we have informed you to the contrary.
16.3. Notices may be given personally or by post. Notices terminating the Retainer, or of any complaint or service of any Court proceedings may not be given by email.
17. Variation of Agreement
17.1. On occasions we are required by our regulators or by legislation to vary the terms under which we provide our services. We will notify you of such changes in writing and your continued instructions will be deemed acceptance of such changes. If you do not accept any changes you must immediately notify us in writing whereupon we will have the option to exercise our right of termination.
18.1. If any part of these Terms and Conditions is held by any Court or competent authority as invalid, the validity of the remainder of these conditions and of the remainder of the provisions in question shall not be affected thereby.
19. Applicable law
19.1. Any claim, dispute or legal issue of whatsoever nature arising out of or in connection with the Retainer will be exclusively subject to, and determined in accordance with, the law of England and the Courts of England shall have exclusive jurisdiction.
Schedule 1: Legal and Regulatory
A. Client Monies
Pardoes will accept and hold client monies only to the extent necessary to undertake professional services for you or to hold money on account of anticipated costs and expenses, including our own.
All client monies held by us will be deposited in our general client account or in an individual designated client account with our bankers. All monies are held and the accounts operated in strict accordance with the SRA Accounts Rules.
Unless we have agreed to hold monies for anticipated disbursements, any monies held by us on your behalf will be applied to pay our bills and incurred disbursements. To comply with rule 4 of the SRA Accounts Rules, such monies will be transferred to the Pardoes office account in settlement of bills within 14 days of their receipt or where held on account within 14 days of the date of the invoice.
B. Interest on Client Monies
Where we hold monies in our client account interest will be paid from the date when cleared funds are received by us until the date of issue of any payment to you, the rate will be calculated by reference to the rate of interest for the client account in which the monies were held. No interest is payable if the amount of interest calculated on the balance held is £75 or less. All client monies held in a separate designated account will receive the full amounts of interest credited by the bank.
In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Sompo International Insurance, 2 Minster Court Fenchurch street London. EC3R 7BB Policy No: PI20SOM0137
D. Financial Services
We act as legal advisers; it is not part of our role to give advice on the merits of investment transactions. We are authorised and regulated by the Solicitors' Regulation Authority, in certain circumstances to offer a limited range of investment services to clients if they are an incidental part of the professional services we have been engaged to provide.
We are not authorised by the Financial Conduct Authority (FCA) or the Prudential Regulation Authority of England. However, we are included on the register maintained by the FCA 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 Solicitors' Regulation
Authority. The register can be accessed via the FCA website www.fca.org.uk
Any investment decision is for our clients to make and no communication by us should be treated as an invitation or inducement to our clients to engage in investment activity. If while we are acting for you we consider you need advice on investments we may refer you to an authorised person to provide the necessary advice.
If we receive commission from a third party in connection with your matter, for example for introducing you to an insurer with whom you take out a policy, we will pay you or credit to you that commission. We will ask you to repay that commission if whoever paid it to us becomes entitled to have it returned.
E. If you agree to instruct us Off-Premises
If you are an individual acting for purposes which are outside your business and we conclude an agreement to act for you outside our office The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to our agreement with you. That means that you have the right to cancel our engagement without charge at any time within 14 days of your agreeing to instruct us. If you wish to do so you must inform the fee earner assigned to your matter of your decision to cancel in writing by post or email or using the Cancellation Notice provided.
If you would like us to commence work on your file within the 14 days of your agreeing to instruct us, please sign the Acceptance Form which will have been provided to you and send it to us. When we are in receipt of a signed Acceptance Form and we have started work on your file, you may be charged if you then cancel your instructions.
We are committed to providing a high-quality legal service to all our clients. When something goes wrong, we need you to tell us about it. This will help us to improve our standards.
In the event that you are unhappy with any aspect of our service or a bill we have rendered, eg: you have a problem or query about the way in which your matter is being handled or you feel that our services can be improved or you have a complaint; please inform us of the details at your earliest convenience.
If you are not satisfied with the handling of your complaint, alternative bodies such as ProMediate (http://www.promediate.co.uk/) and UK Government Small Claims Mediation (http://www.small- claims-mediation.co.uk/) are competent to deal with complaints about legal services should both you and our firm wish to use such a scheme.