Terms of Business

TERMS OF ENGAGEMENT

 

  1. Introduction

These terms set out the contractual terms on which this firm proposes to act for you, our client.  They are contractually binding between us, to the exclusion of any terms not agreed expressly in writing.  They define and limit this firm’s responsibility to you and it is most important that you consider them carefully.  Please say at once if there is anything which you do not understand or accept.

 

  1. Supervision

Dick Jennings, the principal of the firm, will personally supervise all aspects of service delivery to you.

 

  1. Performance standards

The firm will at all times use reasonable skill and care in advising you.  It is regulated by The Solicitors Regulation Authority, like all solicitors’ firms, to ensure high standards of professional behaviour, through their Standards & Regulations (https://www.sra.org.uk/solicitors/standards-regulations). The firm specialises in company, commercial and business law. It handles no litigation work.  We are English lawyers.  Other jurisdictions have other laws, and you may need separate advice for them – including much of the law of Scotland, the Isle of Man and the Channel Islands.  Remember that any action which isn’t in the normal course of your business may well have serious tax implications: you should always take expert advice from your usual tax adviser (if none, we can recommend someone).

 

  1. Information

Please remember that we can only advise based on what we know of your needs and circumstances. As far as you can, make sure you give us full information so that our advice is suitable and appropriate.  Ensure also that we understand your end goals so that we can help you achieve them.  If you think we have misunderstood you, or if at any point you do not understand us, please say so at once.

 

  1. Problems and complaints

We are grateful for all feedback on our performance, flattering or not.  Please tell us, in clear terms, if you have any problem.  We promise to address the problem promptly and give you a clear and timely response.  If that response is inadequate we have a written complaints procedure, available on request.  This covers issues as to our charges, as well as any aspect of our work for you. In addition, The Legal Ombudsman service (www.legalombudsman.org.uk) is an independent body set up to rule impartially on any complaint you may have about solicitors, including their fees, if our own complaint process hasn’t satisfied you.  It is available to all private individual clients, very small businesses (more information on request), charities, clubs and trusts. Contact the Legal Ombudsman on 0300 555 0333, at enquiries@legalombudsman.org.uk or at PO Box 6806, Wolverhampton , WV1 9WJ.  Complaints need to be raised with the Legal Ombudsman within twelve months of the problem arising, and within six months of this firm’s final response to you under our own complaints procedure.  Finally, you might have the right to object to a bill from us by application to court, within one month of billing, for assessment under Part III of the Solicitors Act 1974.

 

  1. Our fees

Unless otherwise agreed we will charge purely on the basis of expert time spent.  Dick Jennings’ current hourly charge rate is £340, and time is measured in units of six minutes.  If this charge rate is revised mid-job you will be given at least thirty days’ notice.  Our fees are chargeable whether or not the project we are advising on has a successful outcome.  (That’s unless we agree a success-only fee basis, with a mark-up to compensate for the risk of failure.)

We will not charge extras, such as our own search fee, copying, transport costs and the like, unless for an outlay both extraordinary in nature and expressly agreed with you first.

We can provide additional services such as registered office functions, long-term document storage, or virtual “data room” facilities, for which we will quote a fixed fee on request.

VAT is chargeable on all our fees where applicable.

 

  1. Billing and payment

Fees will be charged monthly (unless a different basis is expressly agreed), for payment within 30 days. 

We offer a discount of 5% for prompt payment.  “Prompt” means paid within seven days.

Overdue charges will incur interest at 2% per month or part-month.  We have a lien over all papers of yours for unpaid fees and will exercise that lien if necessary.

We do not operate a client account so please do not transfer any funds to us, in any circumstances, save in payment of an invoice of ours.

We are registered for VAT no. 873 447593.

 

  1. Termination

You can terminate our retainer at any time, on payment of all fees to date at the normal or agreed rate (the success rate, if a success basis applies).  It may be that for professional reasons we find it inappropriate or impossible to continue advising you, or it may be that we have legitimate, serious concerns about our ability to work with you, about the wisdom (in your interests) of your project, or about your ability to pay.  If so we may suspend or end our work for you, on reasonable notice. 

 

  1. Document storage and retrieval

We will routinely keep correspondence and other significant papers for any project for six years, but after that may destroy them at our discretion.  Title documents and deeds may be stored at our offices and we will take all reasonable care of them.  We may charge for that service (see above). 

 

  1. Responsibility

Our responsibility to you (see Performance Standards, above) extends only to advice and service which we provide to fulfil your actual instructions, and is subject to you providing necessary information, and taking suitable advice in areas outside this firm’s expertise, as described above.   Our liability to you (under contract, the law of negligence or otherwise) will be limited to a just and equitable proportion of the total relevant loss, after taking account of any contributory or third party negligence or other fault.  We limit our aggregate liability to you, and to any related third parties combined, whether in contract or for negligence or otherwise, for any losses and costs in any way connected with each distinct project or series of related projects on which we work or are instructed, to a maximum of £2 million.  This is the limit to which the firm insures.  By instructing us you accept that it is reasonable and fair for us to limit our total liability to you, having regard to the scale of this firm, the personal liability of the principal and our competitive charge rates. (The liability limit can be increased but only by our express written agreement with you, including on an enhanced fee rate for the increased risk and insurance cost.)  Your rights in respect of any liability of this firm will be enforceable only if you send us written notice, of all material details of your claim, before the second anniversary of our instruction or engagement.  Our liability is to you, our expressly recognised client. (If you want us to be responsible to any other person please make that clear and seek our written agreement.  Otherwise we accept liability to you only.  This agreement will not benefit any third party under The Contracts (Rights of Third Parties) Act 1999.)  Our liability to you, under this contract or otherwise, will not extend to any indirect or consequential economic loss or damage unless (and to the extent that) it results from our wilful default.  Nothing in this section will restrict our liability in a way which is unenforceable under English law, nor so as in any way to increase our liability.  Each provision in this section is distinct and severable from each other provision.

 

  1. Confidentiality

We will always respect the privacy of any confidential information with which you entrust us, so far as the law allows.  You should be aware that under current money laundering laws, and particularly the Proceeds of Crime Act 2002, we may be under a legal compulsion to disclose an intended transaction or money movement of yours to the National Criminal Intelligence Service and to halt work pending clearance by them (usually up to seven days, can be longer).  We act for you on the understanding that we have your authority to make such a report if we reasonably think we have to.  Be aware that the legislation prevents us from telling you if and when we make such a report and (even worse) from disclosing to you in any way that we have ceased work, or why.

 

  1. Copyright

As a matter of law copyright arises, in our ownership, in every original document or text which we produce for you.  We hereby licence you, without time limit and without any additional payment (but subject to your paying our fees by due date), to make use of those documents and texts for any legitimate purpose in your business, and we extend that licence to any future owner of the same business.  Subject to that, you are not licensed to provide those documents or texts to any other person for their own business use, and such a person is not licensed to make any use of them.  You may not disseminate or use documents in breach of licence.  In particular, do not email documents in word-processible form to any unlicensed person, save in the normal and legitimate course of your business.

 

  1. Insurance

We carry full professional insurance, with world-wide coverage, through a top-rated insurer (Travelers Insurance, of 61-63 London Road, Redhill, Surrey, RH1 1NA).

 

  1. Choice of law

The agreement between us is subject to English law and both you and we are governed by the non-exclusive jurisdiction of the English courts.

 

 

R. D. Y. Jennings & Co

February 2024