Terms of Business

Please find below our Terms of Business (August 2020 Edition). A copy of these Terms of Business in large print is available on request.

Your attention is drawn, in particular, to the limits on our liability set out in paragraphs 11.2 and 11.3

1. Introduction

1.1 In these Terms of Business, “the firm”, “we”, “us” and “our” refer to Geldards LLP and “you” and “your” refer to the client(s) to whom our services are being provided; any reference to a person being a “partner” is a reference to that person as a member of the firm or an employee of an equivalent standing and qualification; and any reference to an employee of the firm shall include the employees of any subsidiary company of the firm contracted to provide services to the firm.

2. Service standards and your right to complain

2.1 We aim to provide a friendly and efficient service and we will give you regular progress updates on your matter.

2.2 Geldards LLP is committed to providing high quality legal advice and client care. If you are unhappy about any aspect of the service you have received or about a bill, please contact the partner responsible for the overall supervision of your matter. If that partner cannot resolve the issue to your satisfaction or you would prefer to raise the issue with someone other than the supervising partner, please contact either Jeff Pearson, our Chief Executive, at Capital Quarter No. 4, Tyndall Street, Cardiff CF10 4BZ (telephone number 02920 238239, email jeff.pearson@geldards.com) or David Williams, our Chairman, at The Arc, Enterprise Way, Nottingham NG2 1EN (telephone number 0115 983 3650, email david.williams@geldards.com) so that your concern can be fully investigated. We have a procedure in place which details how we handle complaints, a copy of which can be found here.

2.3 We have eight weeks to consider your complaint. If we have not resolved it within this time or if you are not satisfied with our handling of your complaint, you may be able to ask the Legal Ombudsman to consider the complaint. However, the Legal Ombudsman only deals with complaints by individuals, very small businesses and certain other organisations. The Ombudsman can be contacted at PO BOX 6806, Wolverhampton WV1 9WJ (telephone 0300 555 0333, email enquiries@legalombudsman.org.uk). You need to refer your complaint to the Legal Ombudsman within six months of receiving our final written response about the complaint. Also, the Legal Ombudsman will generally only look at complaints that are referred to it within six years of the problem occurring or three years from the time you became aware of the problem (if the problem occurred more than six years ago).

2.4 If your complaint relates to a bill, you may also have the right to apply to the court for an assessment of the bill under Part III of the Solicitors Act 1974. There are strict time limits when using this procedure, so you may wish to seek independent legal advice. Please note that, if you are late paying our bill, we may be entitled to charge interest on the amount owing as set out in paragraph 4.1 below, even if the reason for non- payment is because you have an unresolved complaint about the bill.

3. Our costs

3.1 Our costs will comprise our professional fees, administration charges and any payments we make on your behalf to a third party (“disbursements”). VAT is payable on our fees, and on certain disbursements and administration charges, at the applicable rate. Unless we specify otherwise, any reference to the amount of our fees or any disbursements or administration charges will be to the amount exclusive of any VAT payable. Unless we agree alternative reporting arrangements with you, we will advise you regularly (and at least every six months) of the level of fees, disbursements and administration charges incurred.

3.2 In some circumstances you may have to pay the legal costs of a third party. If so, we will discuss this with you before making any commitment on your behalf. Any estimate or agreement on fees we make with you does not include such third-party legal costs.

3.3 Unless we have agreed otherwise as part of a specific fee agreement (such as a fixed fee, conditional fee, discount fee or contingent fee):
(a) our fees will be calculated primarily by reference to the time spent on a matter. The time spent by each lawyer is charged at an hourly rate which reflects both the overhead costs of the firm and the experience of that lawyer;
(b) the hourly rates referred to in paragraph 3.3(a) are our standard hourly rates from time to time, which are reviewed on 1st August each year. We will give you details of any change to our hourly rates before the revised rates are applied to your matter. If a lawyer working on your matter is promoted with the result that their hourly rate increases, we will inform you before the increased rate is applied;
(c) telephone calls (incoming and outgoing) and correspondence (received or sent) which take less than 6 minutes are charged at the minimum unit rate of 6 minutes. Other work is charged on the basis of time actually spent, rounded up to the nearest 6 minute unit;
(d) for services provided necessarily outside normal office hours, we reserve the right to increase the applicable hourly rates by 50% for work carried out between the hours of 7.00pm and 12 midnight and by 100% for work carried out between the hours of midnight and 8.00am or at weekends or on bank or public holidays; and
(e) our fees and any disbursements, administration charges and VAT will be payable whether or not a matter is concluded.

3.4 We will make an administration charge for any of the following services required in connection with your matter: bank transfers, photocopying, travel and subsistence. Our administration charges are set at a level which takes account of any external expenses we incur in providing the service and our internal overheads, and some of them incorporate a profit element. Details of our administration charges for bank transfers and photocopying are available upon request. Travel and subsistence will be charged as necessary in relation to the matter in accordance with our current expenses policy, details of which are available upon request.

4. Payment of costs

4.1 Unless we have agreed otherwise with you, our bills are payable on receipt in pounds sterling (and in cleared funds). If you do not pay a bill in full within 30 days of receipt, we will be entitled at our discretion either:
(a) to charge interest on the outstanding amount from the due date until payment is received in full (both after as well as before any judgment has been obtained by us) at the rate payable on judgment debts from time to time, such interest to accrue on a daily basis and be compounded quarterly; or
(b) if it applies, to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

We will also be able to recover all costs and expenses incurred in connection with any steps (including court action) taken by us to obtain payment. In addition, we can keep all your papers and documents until our bill is paid. You will be deemed to receive a bill 48 hours after we post it to you.

4.2 We accept payment by cheque, bank transfer, debit card or credit card. We reserve the right to refuse any payment in cash exceeding £500.

4.3 If we receive payment in relation to your matter from an unexpected source, we reserve the right to charge you for any additional checks we decide are necessary to prove the source of the funds. Any such payment may also result in a delay in your matter being progressed.

4.4 If we hold or receive monies on your behalf, we will be entitled to deduct from those monies the amount of any unpaid bills, including our bills in respect of any other matters.

4.5 If your matter is a contentious matter, any interim bill we send you will be the only and final bill for fees and administration charges incurred and disbursements invoiced to the firm during the period to which it relates.

4.6 We reserve the right from time to time:
(a) to require payment on account for the fees, disbursements and administration charges (plus VAT) which are anticipated in the following weeks or months and we reserve the right to stop working for you if you refuse to make such a payment; and
(b) if you are a body corporate with limited liability, to require any of your directors or members to personally guarantee your payment of our fees, disbursements, administration charges and VAT.

4.7 Please note that we do not notify changes to important business information, such as our bank account details, by email.

5. Client account interest and commissions

5.1 We operate our client accounts through The Royal Bank of Scotland plc and Lloyds Bank plc and, on some matters, hold sums in joint accounts with other UK financial institutions. If a joint account is required on a matter you will be informed of the identity of the financial institution. We are unlikely to be held responsible for any losses you may suffer if a financial institution holding client monies fails. In the event of such a failure, the Financial Services Compensation Scheme (“FSCS”) may apply to you but is subject to a limit (currently
£85,000 but increasing to £1million for certain temporary high balances) for all funds held by you with the same institution. Some institutions trade under several names and funds held by all parts of the institution under all its names will be aggregated within this limit. In the unlikely event of a deposit- taking institution failure, we will presume (unless we hear from you in writing to the contrary) that we have your consent to disclose necessary client details to the FSCS.

5.2 We will account to you for interest on money we hold on your behalf but only if the amount of interest would be £50 or more. The rate of interest we pay is shown on our Regulatory Information page or is obtainable on request. This rate takes account of the rates generally obtainable from banks and building societies for instant access accounts and the rate of interest we receive on our client accounts.

5.3 We will account to you for any commission we receive from a third party in relation to your matter.

6. Data protection

6.1 We will be a data controller in relation to any personal data that we handle in the course of providing services to you.

6.2 We will use your personal data primarily to deal with your matter, but also for other related purposes. Our Privacy Policy sets out details of how we will use, store and share your personal data, as well as other privacy information which we are required to provide to you under data protection law.

6.3 As stated in our Privacy Notice, following the conclusion of your matter, we will retain the records relating to your matter for a period of at least six years. Unless otherwise agreed with you in writing, we will securely destroy any paper records after this time. During the period of storage, we reserve the right (subject to your rights under data protection law) to charge an administration fee of no more than £20 (plus VAT) per file for retrieval of any of your records at your request.

6.4 From time to time we will use your personal data to send you legal updates, client newsletters, information relating to events being held by the firm and other information relating to the firm and its services, which we think may be of interest to you (“Updates”). You have the right to opt out of receiving Updates at any time. If you wish to do so, please let us know by:
(a) using the unsubscribe link in our marketing emails;
(b) following the unsubscribe instructions on our website here; or
(c) contacting the solicitor dealing with your matter.

6.5 If you have any queries or wish to make a complaint relating to our use of your personal data, please contact our Information Officer at
information.compliance@geldards.com.

7. Safe custody service

7.1 We provide a safe custody service for clients’ wills, deeds and documents of title. This service is currently free of charge, but if this changes in the future we will give you advance notice of the service charge which will apply, so you can make alternative arrangements if you prefer. We reserve the right to subcontract the safe custody service to a third party. We also reserve the right to make an administrative charge should we be required to do more than merely store and retrieve the documents from safe custody or if you ask us to store any other items on your behalf.

8. Confidentiality

8.1 We will keep your affairs and the legal advice we provide to you, confidential and you agree to keep the terms of your agreement with us confidential. However, this paragraph 8.1 shall not prevent:
(a) us from disclosing confidential information relating to your affairs to: other professional advisers; companies or businesses to whom we outsource services; or other third parties, where necessary for the proper performance of our services and/or as otherwise permitted under these Terms of Business (including under paragraphs 8.4, 8.5, 8.6 and 10.2);
(b) you from disclosing the terms of your agreement with us to any of your employees to the extent necessary for the proper performance of your business and/or to other professional advisers you have engaged;
(c) us from using techniques, ideas and other knowhow gained whilst working on your matter for other client work, provided this does not result in disclosure of confidential information about your affairs; or
(d) the firm, or any partner, employee or agent of the firm, from doing anything which is necessary or desirable to comply with any relevant professional or ethical rules or any applicable law or regulation
provided that reasonable endeavours are used by the party making any such disclosure to ensure that any person(s) to whom the confidential information is disclosed is informed of its confidential nature and does not disclose it to any other person.

8.2 For the purpose of paragraph 8.1, confidential information shall not include any information: which is in or enters the public domain (other than in breach of these Terms of Business); which is already in the firm’s or your possession (but not held subject to an obligation of confidentiality) before it was disclosed by the other party; or which either the firm or you obtains from a third party who is lawfully authorised to disclose such information and who did not obtain such information from the other party.

8.3 We have taken appropriate technical and organisational measures to ensure the security and confidentiality of our email correspondence. However your attention is drawn to the risk that is inherent when using email for communication purposes, particularly in relation to sensitive or confidential matters. If you or any person acting on your behalf publishes an email address or otherwise provides an email address to us, we will assume that you consent to the use of that email address for communications relating to your matter, unless you inform us otherwise in writing.

8.4 We have attained or are seeking to attain certain accreditations (including ISO 9001, ISO 27001 and CQS), which ensure that our service meets appropriate quality and management standards. To check we are meeting those standards, the accrediting body inspects a random selection of client files and records every year. This may include files relating to your matter. The accrediting body is bound by obligations of confidentiality, but if you do not wish your files to be inspected by the accrediting body, please inform us in writing.

8.5 Your files may need to be reviewed by other external firms or organisations conducting audits of our practice from time to time or as part of a due diligence exercise relating to the sale or transfer of all or part of our business. If you do not wish your files to be used in these ways, please inform us in writing.

8.6 To comply with our regulatory obligations and the terms of our professional indemnity insurance, we may disclose relevant documents and information relating to your matter to insurers, brokers and insurance advisers on a confidential basis. This could include details of any circumstances arising from our work for you that may give rise to a claim against us. You agree to such disclosure by us, even if the documents and information in question are confidential and/or subject to legal professional privilege.

9. Intellectual property rights

9.1 Unless we agree otherwise in writing, we will own all copyright and other intellectual property rights in any: (a) documents and/or materials we create for you (including, without limitation, letters, e-mails, reports, pleadings, advice and contracts); (b) amendments, changes and/or adaptations we make to any documents and/or materials provided by you to the firm; and (c) documents and/or materials which we otherwise make available to you (together “Documents”).

9.2 You may use the Documents only in connection with the matter for which they have been created or provided. You agree not to use them for any other purpose, make them available to any third party without our prior written consent or copy or reproduce them, save to the extent necessary for the purpose of the matter to which they relate.

10. Money laundering, client verification and background checks

10.1 We have to verify the identity of our clients in order to comply with legislation relating to the prevention of money laundering, the prevention of terrorism and dealing with criminal property. If you are a new client, unless there are exceptional circumstances, we will not be able to start work on your matter until we have been able to verify your identity. You must provide proof of your identity as soon as possible. We reserve the right not to start work, to stop working for you and/or to terminate our agreement with you if you do not provide appropriate proof of your identity. Any personal data we receive from you for the purpose of preventing money laundering or terrorist financing or dealing with criminal property will only be used for that purpose, unless otherwise permitted by or under another enactment or with your consent.

10.2 In certain circumstances, we are required to disclose information concerning a client to the National Crime Agency (“NCA”) without telling that client. This information may be privileged information which we cannot disclose unless that client has waived its right of privilege. By accepting these Terms of Business, you are waiving your right of privilege in respect of any information we become obliged to disclose to the NCA.

10.3 Subject to paragraph 11, we will not be liable to you for any loss arising from or connected with any statutory obligation we are subject to, or reasonably believe we are subject to, to report matters relating to money laundering, terrorist financing or dealings with criminal property to the relevant authorities.

10.4 By accepting these Terms of Business, you agree that the firm may make credit and other background checks on you, using the Electoral Register, credit reference agencies and fraud prevention agencies. The information received may be used for the prevention of money laundering as well as the management of the financial terms of our agreement with you.

11. Our liability to you

11.1 Any agreement for services is between you and the firm and not any partner, employee or consultant of the firm. Any services provided by a partner, employee or consultant of the firm are provided on behalf of the firm and not in his or her individual capacity and no such person assumes any personal responsibility to you for those services. Any duty of care which would otherwise be owed to you by any partner, employee or consultant of the firm is hereby excluded. You agree that any claim you may wish to bring in respect of the services provided to you will be brought only against the firm and not against any partner, employee or consultant of the firm.

11.2 Our liability to you in respect of any one claim or action arising out of or in connection with the services we provide to you (whether such liability arises by reason of breach of contract, tort (including negligence), breach of statutory duty or otherwise) is limited to:
(a) the amount (if any) specifically agreed with you; or
(b) if greater, the minimum level of insurance cover the firm is obliged to maintain pursuant to the SRA Indemnity Insurance Rules from time to time.
In this paragraph 11.2, the term ‘one claim’ has the meaning given to it in the SRA Minimum Terms and Conditions of Professional Indemnity Insurance. Consequently, a series of claims may count as “one claim” if, broadly, they arise out of the same matter or are similar or related.

11.3 We will not have any liability to you for losses that were not foreseeable by both you and us at the time the agreement between you and us was formed.

11.4 Where our client comprises two or more persons, the limit on our liability set out in paragraph 11.2 defines our total liability to all of you together.

11.5 Without prejudice to paragraph 11.4, if you suffer any loss for which the firm and any other person are jointly, severally, or jointly and severally liable to you, the loss recoverable by you from the firm will be limited so as to be in proportion to our contribution to the overall fault in respect of the loss in question, having regard to the relative contributions made to that fault by the firm, you and any other person.

11.6 In relation to paragraph 11.5, if, as a result of any exclusion or limitation of liability agreed by you with any other person:
(a) the amount we are able to claim as a contribution from such other person in connection with any claim you bring against us is limited; or
(b) our ability to make such a claim against such person is excluded
our liability to you in respect of your claim shall be reduced by an amount equal to the amount of such reduction or exclusion (as applicable).

11.7 Nothing in paragraphs 11.2 to 11.6 excludes or limits our liability for death or personal injury caused by our negligence, for fraud or reckless disregard of our professional obligations or for any other matter in respect of which it would be unlawful for us to exclude or limit our liability.

11.8 Details of our professional indemnity insurance and its territorial coverage are available on request and from our Regulatory Information page.

11.9 We accept no liability to anyone, other than you, in connection with our services, unless we agree otherwise in writing. You agree to reimburse us for any costs or liability that we incur in connection with investigating, resisting or defending any action, claim or demand by a third party to whom we do not owe a legal duty in contract or tort which in any way relates to the services we provide to you.

12. Termination of instructions

12.1 You can ask us to stop working for you at any time. However, we can keep all your papers and documents while any of our bills are outstanding.

12.2 We have the right to stop working for you:
(a) for good reason, provided we give you reasonable notice; and
(b) with immediate effect if: (i) you fail to pay any amount due to us within 30 days of the due date; (ii) you refuse or fail to pay within a reasonable time an amount requested on account of fees, disbursements or administration charges incurred or to be incurred; or (iii) you fail to sign and return any details of engagement we send to you.

12.3 If you are a consumer within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, then you may have a right to cancel your agreement with us. Further information about your right to cancel (if applicable) will be contained in or enclosed with the details of engagement we send to you.

13. Future instructions

13.1 Unless agreed otherwise, if you request further services from us in the future:
(a) these Terms of Business shall apply to those services;
(b) our professional fees will be calculated according to the amount of time we spend providing the services and charged at our hourly rates in force when the services are provided (taking account of the annual review referred to in paragraph 3.3(b));
(c) the aggregate limit of our liability to you in relation to those services for the purposes of paragraph 11.2(a) will be £3 million; and
(d) your right (if any) to withdraw your request for those services pursuant to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 will run from the date the agreement between us for those services is formed.

14. General provisions

14.1 You may not assign, transfer or deal in any other manner with your agreement with us or any of your rights under it without our prior written consent.

14.2 No other person is entitled to enforce any term of your agreement with us whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that its terms may be enforced by any partner, consultant or employee of the firm in accordance with the Contracts (Rights of Third Parties) Act 1999. However, the consent of any such partner, consultant or employee shall not be required in order for all or any terms of your agreement with us to be varied, suspended, terminated or rescinded.

14.3 These Terms of Business, and the other terms of your agreement with us, are governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction over any dispute.

14.4 No delay or failure by the firm or you in enforcing any rights under your agreement with us and/or any partial exercise of any such rights will constitute a waiver of or affect or restrict in any way the rights and powers of you or the firm. Any formal waiver by either you or the firm of a breach or default will not constitute a waiver of any other breach or default or prevent either you or the firm from subsequently requiring compliance with the waived obligation.

14.5 Where we are instructed on a matter jointly by one or more persons, you shall be jointly and severally liable in respect of the obligations which exist under your agreement with us. We may release or compromise in whole or in part the liability of either/any of you or grant any time or other indulgence to either/any of you without releasing or reducing the liability of the other or others, who shall continue to be jointly and severally liable.

15. About Geldards LLP

15.1 Geldards LLP is a limited liability partnership registered in England and Wales (Registered Number OC313172) and we are authorised and regulated by the Solicitors Regulation Authority (“SRA”). The applicable professional rules are contained in the SRA Standards & Regulations available at https://www.sra.org.uk/solicitors/standards-regulations.

15.2 Our registered office is at Capital Quarter No. 4,Tyndall Street, Cardiff, CF10 4BZ. We also have offices in Derby, London and Nottingham, full details of which are available on our website www.geldards.com. A list of members may be inspected at the registered office.

15.3 The firm is not authorised by the Financial Conduct Authority under the Financial Services and Markets Act 2000 (as amended) but as a firm authorised and regulated by the SRA we are able in certain circumstances to offer a limited range of regulated activities to clients (such as investment services and credit-related regulated activities), if they are an incidental part of the professional services we have been engaged to provide.

15.4 The Law Society is a designated professional body for the purposes of the Financial Services and Markets Act 2000 (as amended) but responsibility for regulation and complaints handling has been separated from the Law Society’s representative functions. Complaints and redress mechanisms for our regulated activities are through the SRA and the Legal Ombudsman.

15.5 Although we are not authorised by the Financial Conduct Authority, the firm is 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, arranging and administration of insurance contracts. This part of the firm’s business, including arrangements for complaints or redress if something goes wrong, is regulated by the SRA. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.

15.6 In certain circumstances it may be necessary for the firm to make real time financial promotions to you (within the meaning of regulation 7(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529)). By accepting these Terms of Business, you are signifying your willingness for us to make such promotions to you.

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