These terms of business are to be read alongside our Client Care Letter (CCL).
1. The Firm responsible for your work
Every time you instruct us, our first letter to you will be our CCL. The CCL will identify the case handler with day-to-day responsibility for handling your Instructions to us, and their status. Specific tasks may be allocated to other members of the team. We will tell you the name/s of any other case handler/s working on your matter and their status. We try to avoid changing case handler but, if we have to, the new case handler will explain promptly why the change was necessary.
2. Types of work
Work is contentious or non-contentious. Contentious work is defined in the Solicitors Act 1974. All matters are non-contentious unless and until they involve;
- proceedings in any court
- a hearing before a Tribunal or
3. Excluded matters
We shall not advise or provide guidance on any matters which fall outside the scope of your Instructions to us.
We will not advise or provide guidance on tax in any form. In particular (but by way of example only - this is not intended to be an exhaustive list), we will not advise in relation to, or have any responsibility for,
- The tax implications (or potential tax implications) arising from your Instructions;
- Any tax reporting or tax compliance obligations arising from your Instructions;
- The structuring of your affairs in a tax-efficient manner, or
- The need for you to obtain any taxation advice in relation to your instructions, now or in the future.
For these purposes, the terms “tax” and “taxation” mean all forms of direct and indirect taxation whatsoever and howsoever arising and any reliefs or exemptions.
You should seek advice from an appropriate independent expert taxation advisor on any tax implications arising from your Instructions to us.
Any laws other than the laws of England and Wales.
Any accountancy matters.
Any matter expressly excluded in our CCL.
If we are asked to offer an opinion on the commercial, (as opposed to legal), merits of a particular course of action and we offer such an opinion, you agree that you have sole ultimate responsibility for choosing the course of action to pursue and that neither we, nor any contractor or employee of this Firm, shall or can have any liability.
We conduct routine checks for conflicts of interest on accepting instructions. We can only accept your instruction if no conflict exists or is likely to develop. If that situation changes during a matter we will talk with you about how to resolve it.
We may have to stop acting for you if a conflict arises. This may occur because we have discovered or become aware of information obtained whilst acting for another client which we would normally have to tell you about. However, telling you about that information would conflict with our duty of confidentiality to the other client. In this event, we reserve the right to withhold this information and stop acting for you. In certain cases, we may continue to act for you and the other client, but only if we are able to observe our duty of confidentiality to you both, and only if to do so would be in your interests.
We act for many clients. Some of our clients work in the same industry and sector. You accept that the fact that other current clients we may have or any future clients we may obtain, will sometimes have commercial interests which may be adverse to your own. In that situation you agree that, that of itself would not prevent us from acting for you.
5. Our charges
If you have insurance cover for your own or another’s legal fees, you must tell us straightaway. We will ask you if you have any relevant insurance. If you do not tell us we will assume there is none and you may lose the right to be covered by the policy.
We charge either by hourly rate or fixed fee. Whatever the agreed basis of charging, we will add VAT at the rate that applies when the bill is prepared, at present 20%.
You are responsible for payment of our charges even if you have entered an agreement with another to pay or share payment. If you are one of two or more clients retaining us jointly, you are all jointly and severally liable for our fees.
6. Hourly rate and estimate of costs
Case handlers’ time is recorded on a time recording system. Details of their current hourly rates are in our CCL. Rates are reviewed every 30 April and we will agree any changes with you. The hourly rate depends on the seniority of the case handler and the complexity and urgency of your Instructions. The rate is applied to time spent, for example, on research, meetings, making and receiving telephone calls, correspondence and travel.
If charging by an hourly rate, we will in our CCL give you an estimate of the likely costs and confirm to you the hourly rates which will be applied.
This is not a firm quote and it may need to be varied as the matter progresses if, for example,
- the nature of the matter is materially different to that which you described to us at the outset of your Instructions;
- the matter requires the assimilation and/or consideration of larger quantities of documentation, data and/or evidence than you initially provided to us or appears likely based on your current instructions;
- your instructions to us and/or requirements change;
- any of the assumptions set out in our CCL prove to be false;
- the other side and/or a third party involved in the matter is uncooperative and/or delays in dealing with matters, or
- once we better understand how the other side intends to proceed in relation to the matter.
Where our estimate of the likely costs increases for whatever reason, we shall confirm the reason and provide a revised estimate at the earliest opportunity. We will confirm our initial estimate or provide you with a revised estimate at the time that we deliver each bill to you.
We will provide you with details of the time spent and fees incurred to date on a regular basis or on request. We will agree with you the timing and frequency for submission of bills. If for any reason we cease acting for you, unless agreed otherwise, we will charge you for the work done and expenses incurred.
7. Limiting your costs
You may at any time set a limit on the amount of costs to be incurred. Such a limit will only take effect once we receive notice in writing to this effect. Please bear in mind that a limit might have an adverse impact on our ability to carry out your Instructions, and for that reason we shall discuss and agree a realistic limit with you in the particular circumstances of the case and/or agree a revision to the scope of your Instructions.
8. Capped or Fixed costs
We may agree to carry out work for a ‘capped’ or ‘fixed’ fee, e.g., for a particular tranche of work. If so the amount of the fee and the scope of the work to be undertaken will be set out in our CCL. Or you may later request that we quote a ‘capped’ or ‘fixed’ fee for work still to be done. If at any stage it becomes impractical to complete your Instructions for the fee agreed, we will inform you and seek to agree a revised fee prior to incurring any additional charges.
9. Expenses and disbursements
We may incur expenses which we require you to reimburse. These may include counsel’s or expert’s fees, court fees, travel expenses, courier’s fees and photocopying costs. Some expenses may represent costs imposed on us by third parties, which are often described as “disbursements”. Other expenses represent our own internal costs. Wherever possible we will inform you of the relevant amounts before they arise. VAT may be payable on certain expenses.
If photocopying of documents is required, we will ordinarily carry out such copying internally. Our charge for that service will be 15p per A4 sheet of paper for black and white copying and 50p per A4 sheet for colour copying, in each case plus VAT. It is not possible to predict in advance how much photocopying will be necessary. If photocopying is undertaken by an outside agency we will pass on the direct cost (plus VAT) to you as a disbursement.
If it is necessary for us to travel in the course of carrying out your Instructions, we will pass on to you the direct cost of any travel by public transport or taxi as a disbursement, with the addition of VAT. If travel by private car is undertaken, we will charge you for that travel at the rate of 45p per mile, plus VAT. This is in addition to the cost of time incurred in travel. Any car parking charges will be passed on to you at cost as a disbursement, with the addition of VAT.
10. Funding matters
We will, where appropriate, discuss with you the range of funding options including the availability of insurance in relation to your Instructions, particularly if you are a client of the Peninsula Group.
11. Billing arrangements and payments on account
We reserve the right to submit an interim bill for our charges and expenses at the end of every 28 days while the matter is in progress. We may submit other bills if we need to incur substantial expenses on your behalf. We will send a final bill after the matter has been concluded.
We also reserve the right to ask you to pay us money on account of both profit costs and disbursements before we incur them.
If you are not happy with the service or work provided by a third party then, nevertheless, you agree that we may discharge their fees out of any monies on account of costs that we are holding. We will be happy to advise you on how to make a formal complaint to the third party in question should you wish to do so.
Payment is due to us upon presentation of a bill.
If full or part payment is late in the case of a bill or not forthcoming promptly in the case of a payment on account, we reserve the right
- to suspend work on or to withdraw from all matters where you instruct us and
- on a bill, to claim statutory interest at 8% above the Bank of England base rate at the date the debt becomes overdue and the fixed sum (where relevant in accordance with the amended Late Payment of Commercial Debts (Interest) Act 1998) and
- to exercise a lien and withhold your file pending payment.
If you have any query about your bill, you should contact the Firm’s Finance Director straightaway. Their name appears in our CCL. If you wish to dispute the amount we have charged, you should be aware of the following rights of challenge.
If you have a complaint about a bill, you should deal with it under our Complaints Procedure set out later in this document. There may also be a right to object to a bill by making a complaint to the Legal Ombudsman and/or by applying to the court for an assessment of the bill under Part III of the Solicitors Act 1974.
If you anticipate a problem in paying future bills please tell us as soon as you can.
12. Other party’s charges and expenses
You are responsible for paying our bill(s) in full even though in some cases our charges and expenses may be recovered partially or in full from another party. We will discuss with you the circumstances in which this may occur. We will also discuss whether you may be responsible for paying some or all of another party’s charges and expenses.
13. Your obligations
If we ask you for help, you agree to respond promptly, that all information or documents provided to us will be true and accurate and that if the position changes, you will inform us. We cannot be responsible for loss or damage suffered if we rely upon inaccurate, incomplete or late information provided by you.
Please read this section carefully. It contains restrictions on our liability in the event of a claim by you.
14.1 Duty of care
We will use reasonable skill and care in the provision of legal services to you. Our CCL summarises our understanding of your instructions. We are not responsible for matters which fall outside the scope of those instructions.
14.2 Current law
Our legal services are provided in accordance with our professional practice rules and guidelines and the proper interpretation of laws, court decisions and regulations in existence on the date on which the advice is provided. Changes in the law and interpretations may take place before our advice is acted upon or may be retrospective in effect. We accept no responsibility for such changes in the law, or in interpretations of the law, occurring subsequent to the date on which our advice is delivered to you.
14.3 Acceptance of liability
We will accept liability without limit for
- death or personal injury caused by our failure to take reasonable care or our contractors/employees failing to take proper care whilst acting in the course of their engagement/employment
- any fraudulent statements of fact made by us which caused you to engage us or any other fraudulent acts or omissions committed by us in the course of carrying out your Instructions and
- any other liability which by law we cannot exclude.
14.4 Liability cap
We will accept liability to pay damages in respect of loss or damage suffered by you as a direct result of any breach of our responsibilities to you under these Terms, or our failure to take reasonable care arising from the provision of our services, but subject to clause 14.3 the total aggregate liability of our liability under this clause shall in no circumstances exceed £3 million or such other amount as may be stated in our CCL.
Any individual who is acting on our behalf, whether they are a contractor or an employee, will not be personally liable at all for any act omission or negligence in the course of the carrying out of your Instructions. No liability will in any event apply in respect of any incidental, indirect, special or consequential damages, including but not limited to loss of revenue. Note however that these exclusions shall not apply to any claim in respect of the death of or injury to any person.
14.5 Limits to our Responsibilities
Except for liability expressly accepted by us under this clause 14, all other liability is expressly excluded (subject to clause 14.3) and in particular;
- these Terms are the sole statement of our responsibilities and no terms other than those set out in our CCL and any other documents referenced in it, will apply, and
- we are not liable on any basis for error, damage, loss or omission arising from the use of electronic communication;
14.6 Exclusion of Liability
In no event will we be liable for any loss, damage, cost or expense arising in any way directly or indirectly from a failure by you, your employees or agents to exercise reasonable skill and care or for any fraudulent acts or omissions by you or them.
14.7 Oral Advice
We may very well answer enquiries over the telephone or in meetings on an informal basis. As these may involve an immediate answer to a complicated problem in respect of which we may not have received full and accurate information or instructions, we shall have no liability to you in contract or tort (including negligence) for our answers unless they have been confirmed in writing. You should neither act nor refrain from acting on the basis of such answers unless they are confirmed in writing by us.
15. Storage of papers and documents
After a matter has concluded, we are entitled to keep all the papers relating to it if there is money owing to us for our charges.
We will always keep the file of papers (except for any of your papers that you ask to be returned) for at least three but up to ten years after the matter has concluded. We may destroy papers three years after the final bill. We will not destroy documents that you ask us to keep safely, for which service we may impose an annual storage charge. However, if we continue to act for you, we will not normally charge to store or retrieve papers from storage.
16. Anti-money laundering
Anti-money laundering and counter terrorism legislation requires us, in certain circumstances and when in receipt of certain instructions, to ask you to prove your identity and address to us before we are able to progress your instructions. Failure to do so will likely mean we cannot act for you. Delay in providing requested evidence will delay progress of your instructions.
Ordinarily, as a client of the Peninsula Group, we will be entitled to rely on the identity and other verification checks that will have already been undertaken by them when you became a client of the Peninsula Group.
We may however also make checks about:
- people related to you (beneficial owners)
- your company or other vehicle through which you chose to give us your Instructions.
We are also obliged continuously to monitor the matter and the need for identity details (and we achieve that in part by online searching). In all cases we may conduct some checks electronically at the outset of the retainer.
In the absence of satisfactory checks having been carried out by the Peninsula Group, then you are required to produce documents to prove ID and address. Usually, a UK driving licence, Passport or recent utility bill will suffice. We will need to take copies of documents produced for certification or you may be asked to have documents certified by an acceptable person.
We have a policy of not accepting payments, even for bills, in cash. If you think that may cause a problem, please discuss it with us as soon as possible.
Solicitors are under professional and legal obligations to keep affairs of clients confidential. However, legislation on money laundering creates a legal duty in certain circumstances to disclose information to the National Crime Agency (NCA). If this happens, we may not be able to tell you because the law prohibits “tipping off”.
Our duty to report includes any transactions which appear to us suspicious. The Proceeds of Crime Act 2002 (“the Act”) creates a number of offences relating to the proceeds of crime which you should be aware of when you instruct us. The proceeds of crime are any monies/property/assets which have arisen as a result of any crime. These include, for example, monies (however low in value), saved as a result of tax evasion, whether that money has been saved or spent.
If we become aware or suspect the existence of the proceeds of crime during the course of carrying out your Instructions, (whether from you or from any other person), we may have to report the irregularity to the NCA. NCA may withhold permission for us to continue acting for you. NCA can pass the information received to any relevant body such as HMRC and an investigation may take place at any time in the future.
It follows that if you have any concerns about irregularities in your financial position you may wish to seek specialist accountancy advice to correct those irregularities. We strongly recommend that you do this before proceeding further. Please note that accountants are also required to comply with the provisions of the Act.
It is important that you are aware that we may have a legal duty under the Act to report known or suspicious circumstances without telling you. This could have serious consequences for you. In rare situations you could find that you then become subject to an HM Revenue and Customs investigation or benefits investigation and/or criminal proceedings.
The obligations we have under this Act can, in certain circumstances, override the duty of solicitor/client confidentiality. Circumstances may arise where we have to approach you to seek your permission to report certain matters to NCA. For instance we may take the view that by proceeding further with your case (without permission from NCA) we may be assisting in the commission of a money laundering offence. In the event that you refuse such permission we reserve the right to terminate your instructions and if we do so in these circumstances you will be liable for all our fees and expenses incurred up to the date of such termination.
We will not be liable to you for any losses arising out of our statutory reporting obligations under the Act. The limitation of our liability to you under this paragraph will only apply if we have acted reasonably (in terms of such reporting obligations) in accordance with the requirements of the Act and any anti-money laundering guidance published from time to time by the Law Society.
You represent to us throughout our retainer that you know of no matter upon which you ask us to advise which facilitates money laundering.
17. Termination and suspension
You may terminate your instructions to us in writing at any time, but we will be entitled to keep all your papers if there is any money owing to us for our charges and expenses on this or any other matter.
We may also decide to stop acting for you (permanently or temporarily) only on reasonable notice and with good reason. Examples will include;
- if an unforeseen conflict of interest arises,
- if we are unable to obtain instructions from you,
- if you do not pay an interim bill or comply with our request for payment of anticipated expenses,
- if there is a breakdown of the relationship of trust and confidence between us
- or if your instructions might put us in conflict with our professional practice rules and guidelines, or the law.
Our outstanding charges and expenses will be payable on the date of termination.
You acknowledge that any copyright and other rights of whatever nature subsisting in or attaching to documents and data that we provide to you as part of our service, including reports and agreements, will belong to us absolutely to the fullest extent permitted by law. You may only copy or use such documents to the extent that their copying or use relates to your instructions or for keeping copy records concerning our services.
We value your business and do not wish you to have any reason to be unhappy with us. We are confident that we will be able to provide you with a high quality service. We have a duty to seek to resolve problems that arise with our services. It is therefore important that you raise any concerns you may have with us immediately.
If you have any queries about our work for you or about a bill you have received, please raise them with the named case handler with day-to-day responsibility for the matter. If that does not resolve the situation to your satisfaction, or if you prefer, please contact the Firm’s Director of Legal Services and General Counsel Robert McKellar by email ([email protected]).
A copy of our Complaints Policy is available on request or on our website (www.irwell-law.com). If when we tell you that we have finished investigating your complaint (usually within eight weeks) you are unhappy with our conclusion, you may write to the Legal Ombudsman at PO Box 6806 Wolverhampton WV1 9WJ. E-mail: [email protected] - telephone: 0300 555 0333. You should do that within six months of your last contact with us or within six years of the act or omission about which you are complaining occurring (or if outside of this period, within three years of when you should reasonably have been aware of it).
20. Security of e-mails
All of our emails to you are encrypted to the point of delivery into your email system. If your email system does not support our encryption system, then you may be required to contact the Firm’s IT department. Whilst we take all reasonable security measures, there still remains a very small risk of interception. We cannot accept responsibility for any loss arising from a third-party gaining access to e-mail communications between us. We will assume that you consent to the use of e-mail unless you tell us in writing that you do not.
21. Quality standards
The Peninsula Group has certain ISO accreditations. As part of this system, your file may be inspected by an independent certification agency. The agency will not examine the detailed contents of the file and both they and we are bound by strict rules of confidentiality. If you do not wish your file to be inspected, please advise us.
We may occasionally wish to give details of our existing client base and the nature of the work we undertake to prospective clients, publishers of legal directories or the media. We will contact you for agreement before providing any information about you or your business.
If any provision of these Terms is found by a competent court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms, which shall remain in full force and effect. If any provision of these Terms is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such deletions as may be necessary to make it valid and enforceable.
In the event of any conflict between these Terms and our CCL, these Terms shall take precedence.
Your continuing instructions to us amount to your acceptance of these Terms. In addition, please sign and date the enclosed copy of these Terms and return it to us immediately. Unless otherwise agreed, these Terms apply to any future instructions you give to us.
26. Status disclosure
Irwell Law is the trading name of Peninsula Legal Services Limited. This company is wholly owned by Peninsula Business Services Group Limited which in turn is wholly owned by Rainy City Investments Limited. That company’s owners comprise Fred Done 1991 No.4 Life Interest Settlement (UK) together with Peter Eric Done 1991 No. 3 Life Interest Settlement (UK).
27. Data Protection
For the purposes of this clause 27 ‘the Legislation’ shall mean the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, and the Data Protection Act 2018, in each case as amended or updated from time to time, in the UK. The expressions ‘controller’, data subject’, ‘personal data’, ‘processing’ and ‘processor’ shall, where used in this clause 27, have the meanings given to them under the Legislation.
For the purposes of the Legislation, in respect of your personal data we are a controller. This means that we determine the purposes and means of processing this data, in order to carry out your instructions. We agree to comply with the Legislation, as it applies to us in our capacity as controller.
We will collect, store, structure, use and disclose your personal data to enable us to discharge our obligations to you in the carrying out of your Instructions, to liaise with third parties on your behalf and to comply with the law, update client records, produce management data, prevent crime and comply with regulatory requirements, including our professional practice rules and guidelines.
In very limited circumstances, we may unusually act as a processor of your personal data, or we may appoint a processor to process such data in accordance with our written instructions. In this case
- if we consider that we will be acting as a processor, we will agree with you the scope, nature and purpose of the processing by us, the likely duration of such processing, and the types of personal data and categories of data subject that we expect will be involved, we will only process your personal data in accordance with your written instructions and we will comply with our obligations as processor under the Legislation;
- if we need to agree with you the matters described in the preceding bullet, we will send to you for countersignature an addendum to these Terms, which will relate to such matters and to certain other matters as prescribed by the Legislation. Both you and we will be required by the Legislation to sign such an addendum, or an alternative document in similar terms; and
- if, as controller, we propose to appoint a processor to process your personal data, we will observe the requirements of GDPR in respect of such appointment, and in particular the requirements of Article 28.
If you have a data protection concern, please raise it with the named case handler with day-to-day responsibility for handling your Instructions. If that does not resolve your concern to your satisfaction, or if you prefer, please contact the Firm’s Risk & Compliance Director James Potts ([email protected]).
28. Third party rights
It is agreed between us that the Contract (Rights of Third Parties) Act 1999 does not apply to these terms or your Instructions.
29. Limited Company
Peninsula Legal services Limited t/a Irwell Law is a limited company. It is registered in England and Wales, registered number 3205012, registered office The Peninsula Victoria Place Manchester M4 4FB. We are regulated by the SRA under 815945.
Anyone undertaking work on your Instructions does so as our contractor/employee and not personally; they therefore accept no personal liability.
30. Equality and diversity
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 policy.
31. Applicable law
Any dispute or legal issue arising from our Terms will be determined by the law of England and Wales and considered exclusively by the English and Welsh courts.
32. Business continuity
We operate business continuity arrangements. We have a detailed Business Continuity plan which we are happy to discuss with you. Our plans include offsite storage and data replication of our core systems and data to ensure we can continue to meet your expectations, and comply with your Instructions even if our usual place of business is inaccessible.
33. Insurance arrangements
The firm maintains professional indemnity insurance as required by the Solicitors Regulation Authority. Our insurer is Endurance Worldwide Insurance Limited. The Legal Ombudsman (see paragraph 19 above) may provide a non-judicial dispute resolution procedure. We are obliged by our insurers to notify them of any circumstances known to us which may give rise to a claim against us. That may require us to tell them (and our brokers) information about you and your instructions to us which is privileged and to supply documents to them. We will only pass on privileged or confidential information in good faith to ensure your legal rights to claim against us are preserved. Our insurers and brokers are contractually obliged to keep all information we pass to them strictly confidential. They may only use it for the purposes of administering our insurance arrangements including any claim you might make. Accordingly, disclosure is important for you to protect your interests. We will assume you consent to our sharing information in this way unless you tell us you do not.
1 April 2021