These terms and conditions together with our retainer letter set out the terms under which we will act for you.
Each time you instruct us on a new matter we will send you a letter confirming your instructions and setting out the scope of the work we will carry out for you, our fees and individual contact details. This is called the Engagement Letter. These Terms of Business should be read together with the Engagement Letter—together they form the contract between us.
If there is any inconsistency between our Terms of Business and the Engagement Letter, the Engagement Letter will take priority.
These terms will be effective from the date they are received by you.
We shall carry out our work for you with due skill and care. The scope of the service we will provide to you is set out in our retainer letter.
Our services do not include tax advice or advice on pensions.
We accept no liability to anyone other than you unless otherwise agreed in writing. You agree to indemnify us in relation to any costs incurred because of any legal claim made against us in relation to the services provided by us to you.
We are not responsible for any failure to advise or comment on matters falling outside the scope of our instructions, as set out in these Terms of Business and the Engagement Letter.
You agree to bring any claim (including one in negligence) in connection with the services only against us, and not against any individuals. In the event that you do pursue any director of Manis Law Limited, they will be entitled to rely on these terms under the Contract (Rights of Third Par/es) Act 1999 (as may be amended).
Our professional indemnity insurance provides cover in case of a claim against us. You can find details of this insurance, including contact details of our insurer and the extent of the cover on our website. We can provide a copy to you on request.
One of the conditions of our Professional Indemnity Insurance is that we notify our insurer of any proposed claims made against us. On this basis, we may disclose documents to the insurer on a confidential basis. The insurer is obliged to ensure that any shared documentation is treated as strictly confidential.
When we instruct a professional third party on your behalf, we shall be entitled to instruct a third party of our choice, unless otherwise agreed with you.
From time to time, we will use temporary legal staff. Although they are not our employees as such, we supervise such staff as if they were employees and place them under similar obligations to protect our client’s confidentiality. If practicable we will advise you of any such arrangement made in relation to your work.
We are committed to acting in a way that encourages equality, diversity and inclusion 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 [which is also available on our website].
You will give us appropriate instructions that allow us to do all work properly. You will not ask us to act in an improper or unreasonable way or deliberately mislead us. You will provide us with the documents and information that we request promptly.
Where you consist of more than one party we are entitled to assume (unless otherwise agreed) that the instructions, act or omission of one party are the instructions, acts or omission of all.
Please notify us if your contact details change and tell us immediately if your expectations change or if you are not sure you understand what we have discussed.
Please ensure that you Inform us of any time limits or objectives that might not be obvious to us.
Cybercrime is a threat to all businesses. Please notify us immediately if you receive any email or other communication purporting to be from the firm stating that we have changed our bank details or payment arrangements.
Let us know about any other changes that may affect the way we deal with your matter, including any changes that may affect your tax status in any jurisdiction
We may advise you against taking a particular course of action or indicate that the costs of pursuing any such course of action may be disproportionate. If we agree to act, notwithstanding this advice, you will be responsible for any adverse consequences of pursuing any such course of action.
Our fee structure and costs estimate are outlined in detail in our engagement letter.
This is what we mean when we refer to:
We charge on a fixed fee basis. The fixed fee will be exclusive of 20% VAT, disbursements and expenses. We charge on the assumption that the matter will proceed normally and, in the manner, discussed with you when the fixed or capped fee is agreed and we reserve the right to review the fixed or capped fee if the matter proceeds differently or becomes protracted for reasons beyond our control.
If a transaction becomes abortive, a charge will be made for the work already carried out. VAT will be payable on this amount and any disbursements and expenses incurred will also be charged to you as appropriate.
In the event that we are compelled by law to disclose the papers we hold relating to your matter to any government agency or third party, you will be liable to pay us in respect of the time we spend and the expenses and disbursements we incur in complying with any Court order or statutory duty to disclose such papers. This includes, but is not limited to, the time we spend reviewing the papers, copying them and (if we deem necessary) seeking advice from counsel in respect of the scope of our duty to disclose.
We ask at the outset for the full amount of our fees. We will also ask for a payment on account in relation to any third-party fees or disbursements that we will incur. We will not begin work or instruct third parties until we receive full payments on account.
We will provide you with our bank details, once we have completed our client on-boarding process.
We will be entitled to charge you for courier charges, international calls, traveling expenses, obtaining reports, scanning documents, Faster Service Payments, CHAPS automated transfer of monies, any additional charges for transfers outside the United Kingdom.
Our invoices are payable in pounds sterling, and overseas clients are required to pay by bank transfer to our bank in England in accordance with the details we shall supply. You will be liable for any bank charges so incurred and such charges should be included in your remittance.
Your statutory rights are printed on the reverse of all invoices.
There may be occasions when, if we refer you to a third party, we may receive commission from the third party. Unless we have agreed to other arrangements with you beforehand, we shall credit your account with any commission we receive in accordance with the Solicitors Regulations Authority (“SRA”) Code of Conduct
If we hold monies for you, we shall account to you for interest, calculated on the basis of the amount we hold for you as I it was placed in a current account with our bank, where the accrued interest is in excess of £30.
Any monies we hold for you from time to time will be held in accordance with the SRA Accounts Rules. We will not be liable to repay such monies in the event that they are lost through a banking failure or any bank collapse.
Any monies due to you from us will be paid by way of cheque or electronic transfer but only to an account of which you are the beneficiary.
We will be entitled, in our absolute discretion, to use monies held by us or you in relation to any invoices on your matter(s), albeit we will endeavor to let you know in advance of so doing.
Lien
You should be aware that we are entitled to exercise a lien over (which means that we can retain) all or any of your property, including deeds, documents and papers which we or our agents hold from time to time in respect of all amounts and liabilities due to us from you whether billed or not. We shall not be obliged to release such property until payment of those amounts has been received in full.
We shall not disclose any confidential information which we obtain as a result of acting for you on your matter to any other person or party except:
To the extent it is needed, we shall assume, unless you indicate otherwise, that consent is given to us providing access to any of your confidential information for the purposes set out above and that the consent extends to all future matters which we conduct on your behalf.
We ensure all outsourcing providers operate under service agreements that are consistent with our legal and professional obligations, including in relation to confidentiality. Information on outsourcing in relation to your personal data is set out in the Data Protection section below
External organisations, such as the Information Commissioner’s Office or [Lexcel auditors] and the SRA may conduct audit or quality checks on our practice from time to time. They may wish to audit or quality check your file and related papers for this purpose. We will require that these external organisations maintain confidentiality in relation to any files and papers which are audited or quality checked.
If you are (or are representing) an individual client, you and their details will be used for the provision of our legal services, billing and other administrative purposes and may also be used by us from time to time to provide you (and them) with information bout the firm and our services (including contacting you or them by email or telephone).
If you are the representative of any legal entity other than an individual, we will use any personal data you provide to us for the purposes of acting, on the same basis as set out above.
If you do not wish to receive information about us and our services, wish to receive only certain kinds of information or wish to receive information only by a particular method, please inform us. None of the information we hold about you will be disclosed to third parties except in accordance with the above paragraph or for the purpose of managing our database or our business.
Our use of your personal data is subject to your instructions, the UK General Data Protection Regulation (UK GDPR)[, the EU General Data Protection Regulation (EU GDPR),] other relevant UK [and EU] legislation and our professional duty of confidentiality.
We take your privacy very seriously. Our Privacy policy contains important information on how and why we collect, process and store your personal data. It also explains your rights in relation to your personal data. The Privacy policy is available on our website, but please contact us if you would like us to send a copy to you or if you would prefer us to explain our Privacy policy verbally.
We use third party service providers (including ‘cloud’ service providers) to help us deliver efficient, cost effective legal services. This may include document/information hosting, sharing, transfer, analysis, processing or storage. We ensure all third party service providers operate under service agreements that are consistent with our legal and professional obligations, including in relation to confidentiality, privacy and data protection. If you instruct us to use an alternative provider for storing, sharing or exchanging documents/information, we are not responsible for the security of the data or the provider’s security standards.
We may create and hold client files in hard copy (paper), electronically or a combination of both. We normally store client files (except any of your papers you ask to be returned to you) for at least six years after send you our final bill. Unless you instruct us to the contrary, we may destroy paper documents and scan them onto our system to be stored electronically.
If we retrieve your file from storage in relation to continuing or new instructions to act for you, we will not normally charge for the retrieval.
If we retrieve your file from storage for another reason, we may charge you for:
We can provide you with an electronic copy of the file unless it is inappropriate to do so.
You will acquire ownership of the product of our services which is in tangible form, such as correspondence, memoranda, agreements, court documents or reports. You will be entitled to receive any such papers provided we have received payment of all sums due to us. For regulatory purposes we will be able to retain copies of all such documents.
In accordance with SRA guidelines, it is our policy not to accept cash deposits into our client account.
It is essential that you are aware of the risks inherent in email communications and give your consent to the inclusion of confidential material relating to your instructions in a non-
encrypted email. You must ensure that you provide us with a secure email address where we are instructed on highly sensitive/personal matters, we will need a personal email address rather than a business email address.
In many instances, email may be the easiest and most convenient form in which to communicate with you and relevant third par/es. However, emails are sent over the internet, which is an insecure medium of communication as messages can pass through the hands of unregulated service providers; and networks used by the internet may be vulnerable to illegal hacking or forms of legal intercept. We will endeavor to ensure emails are held securely once received by us. However, if you ask us to send emails to a private or cloud-based system there may be additional risks associated with the security or the geographic location of that system.
If you are particularly concerned about the confidentiality of any aspect of any work, we undertake for you and desire greater confidentiality, please advise us and we shall ensure that we do not send emails relating to that particular matter.
We shall be liable only to you and not to any third party and no such third party will be entitled to enforce the terms of this agreement under the Contracts (Rights of Third Par/es) Act 1999 (as may be amended).
We will not be liable to you for any loss, damage, expense or liability, consequential or otherwise, and howsoever caused, arising from any provision of information regarding identity checks to thirds parties who are subject to the relevant regulations and involved in a transaction or otherwise pursuant to compliance with our obligations as set out above.
We will not be liable to you if we fail to meet any of our obligations under the agreement due to matters beyond our reasonable control.
We will tell you of any other limits to our liability to you in our retainer, or otherwise in writing.
Nothing in this agreement will limit a person’s liability for (i) death or personal injury caused by that person’s negligence and (ii) that person’s fraud; or (iii) anything else that cannot be limited by you.
Where we agree in writing to accept liability to more than one party, the limit on our liability will be shared between them and it is up to those par/es how they share it.
Our advice is given at the date of communication of the advice. Unless we have specifically agreed otherwise, we will not be bound to notify you of any changes in the law following the date on which the advice was given.
If we are liable to you under this agreement, and another person would be liable to you in respect of the same loss (save for your contractual arrangements with them) then (i) the compensation payable by us to you in respect of that loss will be reduced (ii) the reduction will take into account the extent of the responsibility of that other person for the loss; and (iii) in determining the extent of responsibility of that other person for the loss, no account will be taken off (a) any limit or exclusion placed on the amount that person will pay; or (b) any shortfall in recovery from that person (for whatever reason)
We shall not be liable to you if we are unable to perform our services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us, we shall notify you as soon as reasonably practicable.
If we become aware of a conflict of interest which prevents us from continuing to act for you, we shall inform you immediately and we shall assist you in finding new legal advisers and provide an effective transfer of your matter to your new legal advisers. You agree to pay our costs to the date of any such transfer in accordance with these terms.
We are confident that you will receive a high-quality service in all respects. However, in the event of a problem you are entitled to complain.
If you have any questions or concerns about any aspect of our service, please raise them with Helen Manis. At the conclusion of our complaints process, you may be entitled to complain to the Legal Ombudsman, which has formal powers to resolve complaints about lawyers. The Legal Ombudsman’s contact details are as follows:
Telephone: Email: Website: Address:
0300 555 0333 and 0121 245 3050
enquiries@legalombudsman.org.u
www.legalombudsman.org.uk
PO Box 6806, Wolverhampton, WV1 9QJ
There are time limits for making a complaint to the Legal Ombudsman, details of which are set out at Rule 4 of the Legal Ombudsman Scheme Rules, which can be found at
www.legalombudsman.org.uk.
We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.
Before accepting a complaint for investigation, the Legal Ombudsman will check that you have tried to resolve your complaint with us first. If you have, then you must take your complaint to the Legal Ombudsman:
(a) within six months of receiving our final response to your complaint; and
(b) no more than one year from the date of the act or omission being complained about; or
(c) no more than one year from the date when you should reasonably have known there was cause for complaint.
If you would like more information, you can contact the Legal Ombudsman by
(a) visiting www.legalombudsman.org.uk
(b) calling 0300 555 0333 between 10.00 to 16.00
(c) emailing enquiries@legalombudsman.org.uk
(d) writing to Legal Ombudsman PO Box 6806, Wolverhampton, WV1 9WJ
Subject to these terms and the terms of the retainer letter, you may terminate your instructions to us in writing at any time. In some circumstances we may cease to act for you, for example, if you cannot give us clear or proper instructions, if there is a breakdown in our relationship as solicitor and client, if to continue acting for you would constitute a breach of the SRA Code of Conduct or if you do not pay any invoice in accordance with these terms
If for whatever reason our relationship is terminated you will pay our costs in accordance with these terms.
In the event that you fail to pay our costs as above, we will be entitled to charge interest on such costs at the rate applicable to judgement debts. Furthermore, where we are obliged to obtain a Court order to compel payment of our costs together with interest thereon, we will also be entitled to claim the costs of obtaining any such order and the costs of its enforcement.
To the extent that it is in the public domain, we may include your name and a brief factual description of the work which we have conducted for you in our list of references, in the experience section of proposals or tenders and in internal business planning and communication documents. If there is any objection to this please let us know.
We are authorised and regulated by the SRA and we are subject to its professional rules
The agreement and any dispute arising out of it whether contractual or non-contractual will be governed by English law and be subject to the non-exclusive jurisdiction of the English Courts in respect of any claims brought by us and to the exclusive jurisdiction of the English Courts in respect of any claims brought against us.
The agreement forms the entire agreement between the parties in relation to the services. It replaces any earlier agreements, representations or discussions.