All legal work carried out by Glenville Walker and Partners is authorised and regulated by the Solicitors Regulation Authority of England and Wales under registration number 634355.
These terms of business (“the Terms”) are to be read in conjunction with any terms of engagement letter that may be supplied to you. They may not be varied unless agreed in writing and signed by both you and one of our Partners.
Although we request that you sign and return a copy of the Terms, your continuing instructions will amount to your acceptance of them.
2. Scope of Work
2.1 Advice which we give is restricted to the transaction upon which we are specifically instructed and may not be relied upon by you for other transactions with which you are concerned. We assume no responsibility for your use of our advice outside of the specific matter upon which we are instructed.
2.2 We cannot advise you upon the merits of any transaction that you may be entering into. You will be responsible for any commercial, financial or accounting decisions that you make. For the avoidance of doubt we are instructed only in relation to legal matters and we are not advising on the commercial, financial or accounting aspects of the transaction.
3. Our Fees
3.1 Fees Estimate and Quotations
If we provide a fee estimate or quotation for a piece of work its effect is as follows:-
An estimate is our indication, made in good faith, of our likely fee for carrying out the work concerned, based on our information at the time the estimate is given. An estimate is subject to revision and does not amount to a contractual commitment on our part to carry out the work for that fee. We will tell you promptly if it becomes apparent that our fees are likely to exceed an estimate that we have given and we will discuss and agree with you the best way forward. A quotation is a proposal by us to carry out specified work for a stated fee. Any such quotation will be in writing, setting out the work included and excluded, and is given on the basis of the information available, and the circumstances known to us being and remaining materially correct and not changing. If you accept that proposal, it then becomes a contractual commitment on both our parts. If we carry out work in excess of that specified, our fees for that additional work will be charged at our then applicable standard hourly rates. We also reserve the right to charge additional fees on the same basis for material additional work arising from circumstances known to you when you accepted our quotation, but did not disclose to us, or which are materially different from those envisaged when we gave our quotation.
All our fees and disbursements are quoted exclusive of Value Added Tax (at the prevailing rate) where applicable.
3.2 Charging Rates
Unless we have agreed a quotation or made another specific agreement with you we invoice on the basis of the time our professional staff have been engaged on your matter.
These rates do not include any enhanced rate or value element for work that is particularly complicated, has to be carried out very quickly, or in an inconvenient location, but such an increase will only be added with your prior agreement or where we have stipulated an increase for such factors before embarking on the work.
Our charging rates may be reasonably adjusted from time to time but will not be adjusted more frequently than annually.
3.3 Detailed Information
At any time at your request we will provide you with a full breakdown of the fees and expenses incurred to date.
3.4 Litigation Fees
There are special rules about litigation costs and fees and these will be sent to you separately where you are involved or could become involved in litigation.
3.5 Payments on Your Behalf
We may make specific payments on your behalf. These will be charged separately and may be payable in advance. Unless you instruct us to the contrary, you authorise us to incur as your agent such expenses and disbursements. These might include items such as:-
• Search fees and Land Registry fees
• Investigation fees
• Barristers’ fees
• Court fees
• Fees of other professional consultants
• Travel and accommodation while working away from the office
• Stamp Duty Land Tax
• Stamp Duty – please note that we are not allowed to incur stamp duty on your behalf and recover it from you at a later date and therefore we will always ask for stamp duty in advance of it being due
• Fax charges, photocopying charges and courier fees where appropriate
• Electronic identification, CHAPS or other electronic bank transfer fees
• We will not instruct other professionals or experts on your behalf without informing you first and wherever possible we will attempt to agree their fees on your behalf in advance.
• File opening fees which will include electronic verification of identity as appropriate.
3.6 Photocopying Expenses
As detailed in clause 3.5 above, photocopying is an expense which we may incur on your behalf
with a third party. We also provide photocopying services ourselves. Where photocopying is carried out by us a charge of five pence per page will apply. VAT is chargeable on this service at the prevailing rate. Unless you instruct us to the contrary, you authorise us to incur such costs as your agent and you agree to pay these charges within 14 days of them being invoiced.
3.7 Lien for Unpaid Fees
We reserve the right to exercise a lien over all of your papers and documents pending payment to us of any outstanding fees or other costs or disbursements properly payable by you.
4.1 Timing of Invoices
The timing of our invoices will depend on the nature of the work but our general rule is that clients will be invoiced on an interim (e.g. monthly or quarterly) basis. If the matter is protracted or substantial, we will render interim invoices. We may also render an interim invoice after a substantial amount of work has been carried out over a short period of time.
4.2 Settlement of Invoices from Client Account
We may apply amounts credited to your client account towards any outstanding fees or disbursements. If the work we do is “transactional” we will normally invoice on or before completion on the strict understanding that our fees will be paid on completion and, where there are amounts credited to your client account on completion, we will normally settle your invoice from these monies before accounting to you for any balance due to you. In the case of sales, we will settle your invoice by making a deduction from the proceeds of sale.
4.3 Responding to your Queries
We will always be happy to discuss and explain fully any fees or item of expenditure on an invoice.
4.4 Recoverability of VAT
Where our invoice includes VAT you are obliged to pay such VAT in addition to our fees whether or not you are registered for VAT or able to recover such VAT. We accept no responsibility for, and are unable to advise on, the recoverability of VAT charged on our services.
5. Payment Terms
We are committed to providing a timely service and in turn we expect all invoices to be paid within 14 days after the invoice date. If you wish to dispute any invoice you should speak to the person responsible for the relevant work within 7 days after the invoice date, so that any necessary action can be taken before the end of the credit period. We reserve the right to charge interest on any unpaid invoice, from the end of our credit period, at the rate for the time being payable on judgement debts.
6. Confidentiality and Data Protection
6.1 We place great emphasis on maintaining the highest standards of confidentiality. Our partners and staff are under an obligation not to disclose any confidential information to third parties without your authority. This applies to most client information, as well as the reports, letters, documents, information and advice we provide to you. In addition, our agreements as to fees are given in confidence and are provided on the condition that you undertake not to disclose these or any other confidential information made available to you by us during the course of our work (other than within your own organisation, if applicable) without our prior knowledge. This said, we are required to comply with Solicitors Regulation Authority rules and the firm may be required to make disclosure of certain information to comply with professional rules or the general law. You agree to waive your right irrevocably to both confidentiality and legal privilege in respect of any information (including documents) which may reasonably be required by our insurers, auditors or other advisers and you authorise us to disclose the same to them.
6.2 In some cases where reports, letters, documents, information or advice given by us to you will be provided by us or you to or used by a third party, we reserve the right to stipulate terms regarding such use or we may require the third party to enter into a direct relationship with us. Where reports, letters, documents, information or advice given by us is disclosed to a third party we recognise no obligation to that third party.
6.3 Before we undertake any work on your behalf we will ask for information about you, including your name, address and date of birth together with some identification, for example, your passport and proof of residence and we will keep a copy of this (“your Data”). We may use your Data to undertake a search. We will keep a copy of any searches made and the results which will be used for internal decision making purposes.
6.4 We may use your Data and other information we obtain as a result of the work we do for you to provide you with legal services and to administer your account with us including tracing and collecting any debts. We may also use it for fraud prevention (for example by verifying your identity to comply with our money laundering obligations), to ensure client satisfaction and to improve services and for the safety and security of our offices and staff.
6.5 Under the Data Protection Act 1998 an individual has the right upon payment of a fee to obtain copies of personal data about them held by us. If you have any queries in relation to the above, please do not hesitate to contact us.
6.6 Solicitors are under a professional and legal obligation to keep the affairs of clients confidential. This obligation, however, is subject to a statutory exception: recent legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain circumstances to disclose information to the Serious and Organised Crime Agency. Where a solicitor knows or suspects that a transaction on behalf of a client involves money laundering, the solicitor may be required to make a money laundering disclosure. If this happens, we may not be able to inform you that a disclosure has been made or of the reasons of it.
If we are given or asked to take custody of any documents or deeds belonging to you, those documents or deeds will be retained in our storage system to your order until their return is requested by you or separate arrangements have been made with your consent. We reserve the right to withhold release of any documents or deeds until payment of any outstanding charges is made by you. We will make every reasonable effort to keep documents left with us safe and undamaged and in the event of loss or damage will help to restore or replicate any document, but we do not guarantee absolute safe custody and if this is required any deeds or documents should be deposited with a bank.
8. File Retention
Our policy is to archive files and documents for a period of at least 7 years after they are regarded as closed by us. We keep files and documents on the understanding that we can destroy them 7 years after the date of the final bill. We accept no responsibility or liability for any loss or damage caused by our failure to retain such files and documents for any period after such closure and are authorised by you to destroy the files and documents after such time. If you wish to retain your papers then please ask for them. Many papers on our files constitute our working papers or emanate from yourself or record what has already been sent to you and as such belong to us and are not papers to which you are entitled.
9. Intellectual Property
We retain all copyright and other intellectual property rights in everything developed or prepared by us either before or during the course of a matter relating to you including all reports, letters, documents, precedents, written advice or other materials we provide to you.
Subject to clause 6 above, we may wish, with your consent, to seek publicity concerning our involvement in any transaction or case. You will have the opportunity to review any proposed publicity material prior to its release.
11. Termination of Our Instructions
11.1 We expect to continue to act for you until we finish the work concerned. Either you or we may bring instructions to an end at any time by telling the other. We will not do this without good reason. Examples include the creation of a conflict of interest, your request to us to break the law or rules of professional conduct, our determining that the relationship of trust and confidence necessary between solicitor and client does not exist between us, your failure to give us adequate instructions and your failure to pay any amount due to us in accordance with our payment terms referred to above. If either of us terminates instructions, you must pay us all fees and disbursements incurred before termination, plus any further fees and disbursements for work necessary to transfer those papers to which you are entitled to another adviser.
11.2 If you decide that you wish to transfer your instructions to another firm of solicitors or that you wish to store papers yourself following the termination of your instructions it will be necessary for us to take a copy of the complete set of your papers prior to the transfer of any originals. You agree to be responsible for the costs of such copying at the rates set out in clause 3.6 above and such copying costs will form part of our lien over such papers in accordance with clause 3.7 above.
11.3 If we decline to act for you further in litigation matters we will apply to have our name removed from the Court record as solicitors acting for you.
12. Limitation of Liability
12.1 Unless otherwise agreed between us in writing, our maximum aggregate liability for any professional negligence whether in contract or tort is £3 million inclusive of interest and costs.
12.2. Where we are instructed jointly by more than one party, this limit shall apply to all of you collectively and in total and also including anyone claiming through you;
12.3 This overall limit applies if we make the same or a similar mistake in relation to either one piece of work for you or several pieces of work;
12.4 More than one mistake on a matter or transaction is considered as one mistake for the purposes of calculating our overall limit of liability.
12.5 The limitations set out in clause 12.1 shall not apply in respect of any liability arising out of fraud, dishonesty, or reckless disregard of professional obligations or for death or for personal injury caused by negligence, or other liabilities which cannot lawfully be limited or excluded.
12.6 Your agreement is solely with Glenville Walker and Partners and not with any director, shareholder, partner or employee of Glenville Walker and Partners. To the extent permitted by law, no director, shareholder, partner or employee of Glenville Walker and Partners shall have any personal liability.
12.7 You agree to make no claim against an individual except for fraud; you and we intend that this clause is for the benefit of, and shall be enforceable by, the directors, shareholders, partners and employees of Glenville Walker and Partners under the Contracts (Rights of Third Parties) Act 1999.
12.8 Our engagement with you relates only to the provision of legal services and we will not be liable for any claim relating to any other matter or discipline. Glenville Walker and Partners is a multi-disciplinary practice but if you require services other than legal services, those services will be subject to a separate engagement with you incorporating appropriate terms
12.9 We do not accept liability to any person who is not our client.
12.10 Whilst we endeavour to ensure that our email and attachments are checked by virus detection software no liability is accepted for any loss or damage caused by viruses emanating from or relayed by this firm.
12.11 We cannot guarantee that every electronic instruction sent by you will be received by us. Electronic communications can become lost in the system or delayed by anti-spam software. Consequently, you should not rely on instructions given by electronic communications unless expressly, personally, acknowledged by the intended recipient. We assume no responsibility for any loss or damage resulting from our failure to receive any electronic communication from you howsoever caused and this exclusion, for the avoidance of doubt, applies even where an electronic communication is shown as received by us on your communication system.
12.12 We do not advise (unless we have agreed to do so in writing) on any tax or VAT issues and assume no responsibility for such matters.
12.13 We assume no responsibility for any critical date in any document held by us unless we have specific instructions from you to monitor and action such critical date and you have agreed to pay a charge for such monitoring.
12.14 Proceedings in respect of any claims must be commenced within 3 years after you first had (or ought reasonably to have had) both the knowledge for bringing an action for damages and the knowledge that you had a right to bring such an action and in any event no later than 6 years after any alleged breach of contract, negligence or other cause of action. This provision expressly overrides any statutory provision which would otherwise apply; it will not increase the time within which proceedings may be commenced and may reduce it.
12.15 We shall not be liable for any loss arising from or connected with our compliance with any statutory obligation which we may have, or reasonably believe we may have, to report matters to the relevant authorities under the provisions of the money laundering legislation.
12.16 We shall not be liable for any loss arising from or connected with the failure of any bank with which we place your funds in accordance with the Solicitors Accounts Rules.
12.17 We will not in any circumstances assume responsibility nor have any liability for any special, indirect, consequential or pure economic loss including any loss of expected savings; loss of profits or earnings; loss of contracts; loss of business opportunities; loss of goodwill; reduction in asset value; loss of or damage to data or third party claims and we strongly advise you to insure against all such potential loss, damage, expense or liability.
12.18 Where we are instructed by you in respect of providing or advising upon standard or template documents or other documents intended or likely to be used on more than one occasion, all claims arising from one act, error or omission or one series of related acts, errors or omissions in connection with or arising directly or indirectly with regard to or in connection with such drafting will be regarded as one claim.
12.19 These limits apply to the extent that they are permitted by law. If any part of this section of our terms which seeks to limit liability is found by a court to be void or ineffective on the grounds that it is unreasonable or does not accord with any professional obligation, the remaining provisions shall continue to be effective.
13. Client Money and Interest
13.1 Any of your money which we hold for you, for whatever reason, will be held in a bank account, separate from our own money. We will account to you for interest on this money, in accordance with the SRA Accounts Rules 2011, but we do not account to clients if the interest earned is less than £20. Generally, such interest is paid to UK resident clients without deduction on account of tax and should be declared by recipients to the appropriate taxing authorities accordingly.
13.2 Where interest is payable to you, interest is paid at a rate applicable to an instant access account and this interest may not be as high as you might obtain by depositing the funds yourself. If, during the course of your matter, we are required to hold funds for you for a lengthy period you may request that we consider paying you a higher rate of interest, provided that the funds are not required instantly for a transaction, in order that you are paid a fair sum of interest.
13.3 The money we hold for you may be protected in whole or in part under the Financial Services Compensation Scheme (“FSCS”). Whether you qualify for compensation under the scheme will depend upon the rules of the scheme from time to time. Unless you advise us in writing that your details are not to be disclosed to the FSCS we will be deemed to have your consent to disclose to the FSCS such details as the FSCS requires to enable any claims to be pursued. If you expressly withhold your consent you will need to contact the FSCS direct about any claim you may have.
14. Contracts (Rights of Third Parties) Act 1999
For the avoidance of doubt, save as expressly mentioned in these terms, it is not intended by the parties to this agreement that any term which may be construed as conferring a benefit on any person who is not a party to this agreement should be enforceable by such party. Unless we agree otherwise expressly and in writing, no other party may rely on our advice. The granting of such agreement may be subject to payment of an additional fee.
15. Proof of Identity, Disclosure to NCA, mortgage fraud and Bribery Act 2010
15.1 We are professionally and legally obliged to keep you affairs confidential. However, solicitors may be required by statute to make a disclosure to the National Crime Agency (NCA) where they know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made, we may have to stop working on your matter for a period of time and may not be able to tell you why.
15.2 In order to comply with the law on money laundering, we may need to obtain evidence of your identity as soon as practicable. We may require, therefore, documents to verify your identity and address. We also reserve the right to make electronic searches to confirm your identity.
15.3 As part of your identity verification we may access the full Electoral Roll for the purpose of meeting our obligations under the Money Laundering Regulations 2007. A “soft” footprint is recorded against your credit file but does not impact on your ability to obtain credit. It is for this reason that we inform you of the need for ID verification but your permission is not required to access the Roll for these purposes.
15.4 Where we are acting for you and your proposed lender in any transaction we have a duty to fully reveal to your lender all relevant facts about the purchase and mortgage. This includes any differences between your mortgage application and information we receive during the transaction and any cash back payments or discount schemes that a seller is giving you.
15.5 We are committed to maintaining a high standard of honesty and integrity and we adopt a zero tolerance to bribery and corruption. Copies of our anti-bribery policies are available should you wish to read them.
16. Cash and methods of payment
16.1 Our firm’s policy is not to accept cash.
16.2 You should not send us any funds until you have provided us with all identification evidence requested by us, nor send our bank details to any third party without our written approval. If you do so we may have to stop work and make a money laundering disclosure.
16.3 If you circumvent this policy depositing cash direct with our bank we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds.
16.4 Where we have to pay money to you, it will be paid by cheque or bank transfer although we will not send out cheques for more than £10,000. When we pay you by cheque we accept no responsibility for any loss of misuse of the cheque once it is posted to you. We will not pay you in cash or pay any third party cash on your behalf.
17. Email Communications
17.1 If you wish we will use email for communication with you. However, there are some specific issues of which you should be aware: –
17.1.1 Communications over the Internet are not secure. You must guide us as to what should not be sent over the Internet to you or on your behalf. Unless specifically instructed by you, we shall not be required to encrypt, password protect or digitally sign any email or attachment sent by us.
17.1.2 Emails do not always reach the intended recipient. We cannot guarantee that every email, sent and received, will reach the end user.
17.1.3 Whilst we take reasonable precautions against viruses by use of a firewall and virus checking software, we do not guarantee that our email correspondence will be free from viruses. If we are to communicate by email, it is on the basis that you will also take reasonable precautions to prevent such viruses or other harmful devices.
17.1.4 We monitor email traffic to detect unauthorised or illegal use of our email system. As email or which is contained in the email. Any personal data collected in this way will be held and processed in accordance with the provisions of the Data Protection Act 1988.
17.1.5 We refer you to our exclusion of liability for email communication in clause 12.8 above.
18.1 We maintain professional indemnity insurance cover in accordance with the Solicitor Indemnity Insurance Rules as set out by the Solicitors Regulation Authority. Minimum mandatory cover is provided by Underwriters at Allianz Global Corporate & Speciality SE.
18.2 Glenville Walker and Partners is not authorised by the Financial Conduct Authority (“FCA”). 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. The register can be accessed via the FCA website at www.fca.gov.uk/register. This part of our business is permitted as a result of our membership of The Law Society and is regulated by the Solicitors Regulation Authority including arrangements for complaints or redress if something goes wrong. However, we do not advise on insurance policies or their adequacy and we accept no liability in this respect.
19. Equality and Diversity
19.1 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.
20. Our Complaints Policy
20.1 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. We would always want our clients to raise any concerns a soon as practicable with the member of staff who is undertaking their work. However, we accept that there may be occasions when the member of staff is unable to resolve your complaint or you may feel it is sufficiently serious that you want a more senior member of the firm to investigate this matter on your behalf.
If you have a complaint which you feel has not been dealt with satisfactorily by the member of staff concerned, please contact the Head of Department for the member of staff concerned with the details. If you are uncertain who the Head of Department is, our switchboard can provide you with the name. If your complaint is concerning work carried out by a Head of any Department you should contact another of the Directors of the Company. If this is the case, we will provide you with the appropriate contact upon request.
20.2 We will send you a letter acknowledging receipt of your complaint within a reasonable time after receiving it, enclosing a copy of this procedure.
20.2.1 The Head of Department will then investigate your complaint. This will normally involve a review your matter file and a discussion with the member of staff who acted for you.
20.2.2 The Head of Department will consider whether the matter can be dealt with more informally, for example, by correspondence or telephone, or whether a meeting with you is required. If so, we will then invite you to a meeting to discuss and hopefully resolve your complaint. We will do this within a reasonable time after sending you the acknowledgement letter.
20.2.3 Within a reasonable period of time, the Head of Department will write to you to confirm what took place and any solutions she/he has agreed with you.
20.2.4 At this stage, if you are still not satisfied, you should then write to the Directors of the Company as soon as possible who will arrange to review the decision.
20.2.5 We will write to you within a reasonable time from receiving your request for a review, confirming our final position on your complaint and explaining our reasons.
20.2.6 If you are still not satisfied, you may be able to complain to the Legal Ombudsman. The Legal Ombudsman will normally only deal with complaints from members of the public, very small businesses, charities, clubs and trusts. Please contact the Ombudsman direct to clarify whether he will consider your complaint. Your complaint must be normally made to the Legal Ombudsman within 6 months of your receiving our final decision on your complaint. You may contact the Legal Ombudsman at:
Office of the Legal Ombudsman
Telephone: 0300 555 0333
20.2.7 If we have to change any of the timescales above, we will let you know and explain why.
21. Applicable Law
Our relationship with you will be governed by English Law and will be subject to the exclusive jurisdiction of the English courts.