Our Terms of Business
1.1 These terms of business and any engagement letter we give you in relation to your matter state the terms on which we Royds Withy King accept your instructions and charge for our services (the Engagement).
1.2 Where we refer in these terms of business to you or your, we refer to the client identified in the engagement letter. Any reference to “the firm”, “we”, “our” or “us” means Royds Withy King.
1.3 All advice given and work done for you is given or done on behalf of Royds Withy King and only Royds Withy King can be liable for the consequences of that advice or work done. There is no contract between you and any member, employee or consultant of the firm. No member of the firm assumes, or will assume, personal liability for the conduct of the Engagement or will have any personal liability for any matter arising out of or in connection with the Engagement whether in contract, tort, negligence, breach of statutory duty or otherwise and you waive any such claim as may arise.
1.4 The term “partner” is used to denote members of the LLP and staff of equivalent qualification and experience. There is no partnership between the members or between the members and the firm.
1.5 These terms of business shall be deemed to have been accepted by you upon subsequent receipt from you or your agent of any instructions, verbal or written, in any matter. In the event of any conflict between these terms and the engagement letter, the provisions of the engagement letter shall prevail.
2 Standards of service
2.1 We will represent your interests and carry out the work with reasonable skill and care.
2.2 We will explain the legal work that may be required.
2.3 We will keep you regularly informed of progress.
2.4 We will aim to communicate in plain language – please tell us if this is not happening.
2.5 We will advise you of the costs and risks/benefits of pursuing a matter.
2.6 We will advise you of the likely timescale involved.
3 Confidentiality and Data Protection
3.1 We will keep all information which you pass to us confidential and will not disclose it to third parties except as authorised by you, or where we are required by a legal or professional obligation (including to our professional indemnity insurers), to do so.
• what personal data we collect about you and how that data is collected;
• how, why and on what grounds we use your personal data;
• who we share your personal data with;
• where your personal data is held and how long it will be kept;
• whether your personal data may be transferred out of the European Economic area and, if so, the measures taken to protect that data;
• your rights in relation to the personal data we hold or use;
• the steps we take to secure your personal data;
• how to make a complaint in relation to our use of your personal data; and
• how to contact us with any queries or concerns in relation to your personal data.
3.3 Our use of your personal data is subject to your instructions, the EU General Data Protection Regulation (GDPR), other relevant UK and EU legislation and our professional duty of confidentiality.
3.4 Royds Withy King is a data controller for the purpose of the GDPR and other relevant data protection legislations, such as the Data Protection Act. We have nominated our Head of Risk and Best Practice as our DCO (Data Compliance Officer), the firm’s representative for the purpose of GDPR. Our DCO can be contacted on firstname.lastname@example.org
4 Limitation of Liability
4.1 Save as otherwise agreed in writing, and subject as set out below, our total aggregate liability to you (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) under or in relation to the Engagement and any matter ancillary to the Engagement shall not exceed £5 million (including interest and legal and other costs).
4.2 Subject as below and unless you are acting as a consumer, we shall not be liable (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for:
• loss of profit;
• loss of business;
• loss of business opportunity;
• indirect loss; or
• consequential loss,
whether or not such loss might have been foreseeable at the start of the matter;
• loss of client monies caused by the failure of any bank in which they are deposited;
• subject to clause 4.6 below, any loss suffered by someone who is not a party to the Engagement; or
• any mistakes in a draft document before the final version has been drawn up.
4.3 Subject as below, if we are acting for more than one person or where we agree that someone else may rely on our advice to you then the cap represents our total liability to you all. It will be a matter for you, the court or the arbitrator to decide how the cap will be divided.
4.4 Subject as below, our liability to you will also be limited to that proportion of the loss or damage (including interest and costs) suffered by you, as awarded by a court, after taking account of the extent to which any other person is also liable for and/or has contributed to the same loss or damage.
4.5 The limitations and exclusions on liability in this section shall not limit or exclude our liability for death or personal injury caused by our negligence, for fraud or for any other liability which cannot lawfully be excluded or limited. If you are a consumer and we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the terms of our Engagement or our failing to use reasonable care and skill.
4.6 This clause is intended to benefit our members, employees and consultants who may enforce this clause pursuant to the Contracts (Rights of Third Parties) Act 1999 (the “Act”).
5 Fees, Estimates and Expenses
5.1 At the outset we will agree the basis on which we will charge you and our engagement arrangements in respect of fees and expenses.
5.2 In some cases, our fees will be based on time spent or expected to be spent. For other services we are able to provide fixed or capped fees. Estimates can only be based on information available to us at that time and there may be circumstances in which such estimates are exceeded.
5.3 At your request, or our instigation, an upper limit can be set on the amount of our fees and disbursements which will not be exceeded without further reference to you.
5.4 Standard hourly rates where appropriate are charged for different types of work and according to the experience of any person who handles any part of your matter for you.
5.5 Whilst we are very happy to “drop everything” to assist you, we may be required to carry out work outside of our normal office hours, postpone other work commitments and take other fee earners off other tasks and generally commit more resources to achieve your desired outcome in the limited time available. In order to meet your objectives as to timing if you have indicated the work is urgent, we reserve the right to apply a premium to the fee you have been provided with in order to adequately resource this work for you.
5.6 Time spent on your matter may include but is not limited to:
• advising/attending you in meetings (which may involve more than one Royds Withy King representative) and communicating with you by letter, e-mail and on the telephone;
• dealing/negotiating with others in meetings, by letter, e-mail and by telephone;
• dealing with letters, reports and documents from others;
• considering, drafting and completing documents, deeds etc;
• preparing for court or tribunal hearings;
• instructing third parties on your behalf;
• legal and factual research; and
• travelling and waiting time.
5.7 Unless otherwise agreed, our time is recorded and charged as six minute units of time. In addition, we shall charge you for the expenses of postage, photocopying, faxes, courier services and travelling where these are not insubstantial. There is also a charge payable on any telegraphic transfers sent (per transfer).
5.8 Our rates are reviewed with effect from 1st May each year and we will advise you of any increase. Our rates may occasionally be revised at other times and we will notify you of any increase before it takes effect.
5.9 In addition to our fees, it may be necessary to make payments to third parties on your behalf, for example: court fees, search fees, barrister’s fees, registry fees, stamp duties etc, (known as disbursements). We will assume we have your authority to do so unless you tell us otherwise at the outset. We normally request payment in advance for disbursements so that we can pay them promptly. Please respond quickly to avoid delay and in some cases the payment of interest and penalties.
5.10 If you use any scheme to fund the payment of legal costs, you should first seek independent advice regarding the suitability of the credit arrangement. Such facilities are regulated by the Financial Conduct Authority. For any credit arrangement Royds Withy King is an introducer only and is not authorised or under any obligation to provide credit advice.
5.11 Where you are involved in a dispute you should consider whether you have an alternative way of paying our costs, such as legal expenses insurance or through a trade union. This is important because if you do have such an alternative, it may affect the recovery of costs from your opponent. You should tell the lawyer supervising the matter if you think you may have such an alternative means and, where appropriate give your consent for that body to be contacted in connection with your dispute.
5.12 For certain types of work only, public funding may be available. We will discuss with you when an application is appropriate.
6 Day to day communication
You should always ask, in the first instance, to speak with the individual who has day-to-day responsibility for the conduct of your matter. If you are unable to contact this individual directly, please ask to speak with another member of their team, who will be pleased to take a message for you. It may be helpful to have your matter reference available when calling.
7 Invoicing and Payment
7.1 We shall submit regular interim invoices to you. In some cases we will ask you to pay sums of money on account to cover the cost of the firm’s work or expenses.
7.2 Our invoices do not usually include a formal narrative of the work that we have done. However we shall be happy to provide you with this if required.
7.3 Estimates of fees do not include VAT, which will be charged additionally. Some disbursements also attract VAT.
7.4 All invoices are payable in full within 30 days, without any deduction by way of set off, abatement, counterclaim or otherwise.
7.5 Where we are holding money due to you, for example on completion of the sale of a property or other asset, or on recovery of monies from a third party for you, our charges and disbursements will be deducted from the balance due.
7.6 We do not accept direct credits to our account other than by way of BACS, CHAPS payment or internet banking. Specifically you must not pay cheques or cash directly into our account. You must also notify us in advance of any payments you are intending to make to our account. If you circumvent this policy by depositing cash direct with our bank, we reserve the right to charge for any additional checks we deem necessary regarding the source of funds. We are able to accept funds only from individuals or organisations whose identity we have verified. We may make a charge for carrying out this verification.
7.7 At our discretion, we may accept payment by credit card.
7.8 If an invoice is not paid within 30 days, we reserve the right to charge interest at the County Court Rate.
7.9 We may retain all documents and any items in our possession relating to any matter until our invoices have all been paid in full.
7.10 We reserve the right to stop work in the event of an invoice being overdue for payment or a request for money on account not being satisfied. We shall not take this action without first informing you and having satisfied ourselves that we have reasonable grounds for so doing. In that event, the total amount of work done to that date will be charged to you and will be payable forthwith, and we shall be discharged from all further duties to you in respect of carrying out your work. Where appropriate we shall also be entitled to apply to the Court for an Order removing us as solicitors appearing on the Court Record as acting for you.
7.11 Where money is to be paid to a third party, at least five working days must be allowed for clearance of any cheques or drafts sent or given to us by you or anyone on your behalf for the purpose of making such payments. BACS payment will take at least three working days to get to us. In many cases, it may be both cheaper and more convenient for you to arrange for funds to be sent to us by telegraphic transfer (CHAPS).
Any third party commissions received by us as a result of work undertaken on your behalf (from insurance and stockbrokers etc) will either be paid directly to you or be credited against our professional fees. In some matters, the commission we receive may cover our fees entirely, although other expenses will still be payable by you. If for any reason we subsequently have to refund any part of such commission(s), you will remain liable to pay any fees then outstanding.
9 Client Account
9.1 Client money will be held in a general client account to facilitate your transaction. We are unable to provide interest rates to those similar if the client had invested the money themselves. Amounts of interest under £20 will be paid at our discretion.
9.2 The money we hold for you will be held at one of a number of financial institutions where we deposit money. We will endeavour to deposit client monies with recognised domestic banks but because we have no control over the financial stability of these institutions we cannot be responsible for their failure or for any monies lost as a consequence of their failure. In such circumstances you may be entitled to compensation under the Financial Services Compensation Scheme (FSCS). You should check with the Financial Conduct Authority to find out whether or not you would be entitled to compensation.
10.1 You may end your instructions to us in writing at any time.
10.2 We may decide to stop acting for you only with good reason. Examples where this might occur include, but are not limited to, the following: a conflict of interest; a breakdown of confidence between us or where we are unable to obtain proper instructions or non-payment of our invoices. We must give you reasonable notice in writing that we will stop acting for you. If you or we decide that we should stop acting for you, we will invoice you for any work done. We will be entitled to retain your files and other papers until we receive payment in full.
11 Financial Services and Insurance Distribution Activities
11.1 We are not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance distribution 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 Regulation Authority. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/firms/financial-services-register and searching for Royds Withy King LLP.
11.2 We provide these services only if they are an incidental part of the professional services we have been engaged to provide. If, while we are acting for you, you need advice on investments then we may have to refer you to someone who is authorised to provide the necessary advice.
11.3 The Law Society of England and Wales is a designated professional body for the purposes of the Financial Services and Markets Act 2000. The Solicitors Regulation Authority is the independent regulatory arm of the Law Society. The Legal Ombudsman investigates complaints about solicitors. If you are unhappy with any financial or insurance advice you receive from us, you should raise your concerns with either of those bodies.
We retain ownership of the copyright and all other intellectual property rights in all documents and other materials produced by us in the course of the Engagement. We grant a licence to you to use these documents and materials for the purposes for which they were created.
13 Storage of Deeds and Documents
13.1 We will retain all files and papers in relation to your matter for a minimum of six years, on the understanding that we have your authority to destroy them after this time. Your consent to such destruction of files is deemed to have been given upon your acceptance of these terms. If you wish your files and papers to be retained for longer, please let us know before the end of your matter.
13.2 We have facilities for storing deeds and wills and are pleased to provide these services free of charge.
13.3 If you require us to retrieve papers/documents from storage, we reserve the right to charge a minimum retrieval fee of £25 plus VAT for retrieving papers/documents upon a request from yourself or a third party, as well as the right to charge for work necessary to comply with your instructions or those of the third party.
In addition, we may charge you both for:
• time spent producing stored papers that are requested ; and/or
• reading, correspondence or other work necessary to comply with your instructions in relation to the retrieved papers.
13.4 We will not destroy papers/documents that you specifically ask us to keep in safe custody. Separate insurance, if required, should be arranged by you for particularly valuable items deposited with us.
14 Your Rights
14.1 You have the right to have your costs assessed by the Court under Part III of the Solicitors Act 1974.
14.2 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (as amended) may apply to the Engagement. If you are acting for purposes outside your business and your instructions have not been given to us at a face-to-face meeting at one of our offices, this means you have the right to cancel your instructions to us within fourteen working days of the date you enter into a contract with us to provide services based on those instructions. You can cancel your instructions by contacting us by post to our office or by email marked for the attention of the fee earner responsible for your matter.
15.1 We are committed to high quality legal advice and client care. If you are unhappy about any aspect of the service you have received, or about the invoice, please tell us immediately. We have a procedure in place which details how we handle complaints which is available on request.
15.2 If you are not satisfied with our handling of your complaint you can ask the Legal Ombudsman at P O Box 6806, Wolverhampton WV1 9WJ to consider your complaint (telephone number 0300 555 0333). The Legal Ombudsman expect you to give us eight weeks to try and resolve the matter. Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint. There are specific timeframes within which the Legal Ombudsman can accept a complaint. These are:
• six years from the date of the event/omission, or
• three years from when you should have known about the complaint.
15.3 The Legal Ombudsman will not accept complaints where the act or date of awareness was before the 6th October 2010.
15.4 You may also have the right to apply to the Court for an assessment of the invoice under Part III of the Solicitors Act 1974. Please note that if all or part of an invoice remains unpaid we may be entitled to charge interest.
16 Money Laundering Activity and Proceeds of Crime
16.1 You accept that we must comply with the law and professional rules about money laundering and proceeds of crime. We have to check the identity of all clients. We subscribe to an on-line identity verification service and we may use this to satisfy ourselves as to your identity. A small administration charge may be payable. We will not be able to receive any money from you or pay it on until we have confirmed your identity.
16.2 We also have to report, without telling you, any activity that we suspect may involve the proceeds of crime. We may in some circumstances have to stop acting for you as a result of the money laundering legislation.
16.3 The proceeds of crime are defined very widely and include, for example, money gained as a result of unlawful tax avoidance or through the evasion of payment of any similar charges or duties. Our duty to report may override any duty of confidentiality that we owe to you and legal professional privilege (your right to refuse disclosure of documents relating to advice given to you) may not apply in these circumstances.
17 Rights of Third Parties
Save as expressly provided, the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply.
18 Applicable Law
Any dispute or legal issue arising from our terms of business will be determined by the law of England and Wales, and considered exclusively by the English and Welsh courts.
19 Provision of Services Regulations 2009
19.1 Royds Withy King LLP is a Limited Liability Partnership registered in England and Wales No OC361361. It is regulated by the Solicitors Regulation Authority whose address is The Cube, 199 Wharfside Street, Birmingham B1 1RN. Web address www.sra.org.uk.
19.2 Our Registered Office is at 5-6 Northumberland Buildings, Queen Square, Bath, BA1 2JE. Our Registered Office Telephone Number is 01225 730100 and Fax Number is 01225 730101. Full details of all our offices and contact details for individual Partners can be found on our website at www.roydswithyking.com.
19.3 Our Solicitors Regulation Authority Registration Number is 557896. Details of our registration can be found at www.lawsociety.org.uk.
19.4 Our VAT number is 108 2357 32.
19.5 Our Professional Indemnity Insurer is Aviva Insurance Limited who can be contacted via Marsh Limited of Tower Place, London EC3R 5BU. Territorial coverage is worldwide.
© Royds Withy King
1 November 2018