Terms of Engagement

These Terms of Engagement apply to all work that Birkwells Law (“the Firm”) does for you unless one of our Partners has otherwise agreed in writing.  If we have started work you agree these Terms of Engagement apply to the work we have already done.  
 
Partner Responsibility
A named partner is responsible for your relationship with the Firm (“the Client Relations Partner”).  Your Client Relations Partner will make sure the work we do for you meets your needs and requirements.  You are always free to contact your Client Relations Partner about any aspect of our relationship with you.  You will not be charged if you do this.

Resources
We will tell you:

  • which Partner will be responsible for your work (“the Transaction Partner”).  This will not always be the Client Relations Partner; and
  • who else will have day to day responsibility for your work.

We will use appropriately qualified people to deal with your work.
 
Authority to Act
Unless you tell us otherwise, we can assume that individuals who hold themselves out as having your authority to instruct us have that authority.
 
In particular, we can assume that:

  • if the client is a company, we can take instructions from any officer,
  • if the client is a partnership, we can take instructions from any partner; and
  • if there are joint clients (e.g. husband and wife or more than one individual shareholder) we can take instructions from any of them.

Communication
Unless you have told us otherwise, we can communicate with you and if relevant other people (e.g. other advisers involved in your work) and to take instructions from you, by telephone, post, email and any other form of electronic communication.
 
Scope of Engagement
We are not responsible if we fail to advise or comment on anything outside the scope of our engagement or your instructions.  We will set out the scope of our engagement or your instructions in a separate document (“the Scope of Engagement Letter “).
 
Client information
Please give us, as quickly as possible, all information and documents that are relevant to your work, and any further information we reasonably ask for.  We can rely on the information given to us by or for you as being complete, not misleading, accurate and up to date.
 
Confidentiality and Legal Privilege
We will not disclose any confidential information about you or any work we have done for you, except:

  • where required to carry out work for you; or
  • if that information is in the public domain and not because of improper disclosure by us; or
  • where we are required by law or the rules of any relevant professional body or regulatory authority; or
  • where we are ordered to by a court; or
  • with your agreement.

We will not disclose or use for your benefit confidential information about any other person.  When we are working with other advisers or people for you, we can disclose relevant confidential information to them.
 
We can refer to you as our client, publicly, unless you have asked us not to but we will only refer to information about your transactions and business that is in the public domain.
 
You accept that all forms of telecommunication, email and other forms of electronic and/or internet communication:

  • are not secure or error free.
  • could be intercepted, lost, destroyed, arrive late or be incomplete or otherwise be adversely affected or unsafe use.

We are not liable for any loss or damage you suffer or incur as a result of our proper use of any of these communication channels.  We will take reasonable steps to maintain confidentiality in all our communications with you. We will not use encryption technology or other additional security unless you have asked us and agreed to pay the extra costs for this.
 
Some of our advice to you may be covered by legal privilege but not all of our advice to you falls into this category.  Please contact your Client Relations Partner who will give you further information about this.
 
Use of Information
For the purposes of data protection under the General Data Protection Regulation and any applicable national implementing laws, regulations, secondary or other legislation (together: the “GDPR”), the data controller is Birkwells Law Ltd of 837 Salisbury House, 29 Finsbury Square, London EC2M 5QQ.
 
We are committed to protecting and respecting your privacy and personal data.  We will only collect personal data required for the purpose for which it was collected.  We collect and process your personal data in connection with carrying on our business as a legal services provider and to pursue our related, legitimate obligations, rights and interests. You consent to our collection and processing of your personal data accordingly.
 
Under the GDPR, you may have the right, among other things, to:

  • information regarding your personal data and how we process it;
  • access to your personal data and how we process it;
  • rectification of inaccurate or incorrect personal data;
  • erasure or restriction of inaccurate, incorrect personal data or personal data unlawfully processed;
  • receive your personal data in a format enabling you to transmit it to another data controller;
  • object to or stop processing, at any time, on grounds relating to your particular situation, including profiling, and to stop any processing, at any time, where it relates to direct marketing; and
  • not be subject to automated decision-making as regards your personal data and its processing.

 
The data we collect may be transferred to and stored and processed outside the United Kingdom and European Economic Area (EEA) in pursuance of the fulfilment of our contract with you or the provision of support services. By submitting your personal data, you consent to this transfer, storing or processing.  We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with our Privacy Policy.
 
Your personal data is kept for the time required for the purposes for which it was collected and processed and to satisfy applicable legal, professional, contractual, regulatory, accounting or reporting requirements.  When it is no longer necessary to retain your personal data, we will securely delete it.
 
Please refer to our Privacy Policy on our website for any further information, or visit the Information Commissioner (ICO)’s website at: https://ico.org.uk/.
 
Proceeds of Crime Act, Money Laundering and other reporting
The Proceeds of Crime Act 2002 (POCA) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 require us to carry out “customer due diligence” and “ongoing monitoring”.  
 
This means we may ask you for information that we need to satisfy these requirements.  If you do not give or delay giving us the information and documents we ask for then we may not be able to work for you or have to stop working for you.
 
In some circumstances we are required by law to disclose confidential information to the National Crime Agency.  If this situation arises we may not be allowed to tell you we have disclosed information to them.  We may also have to stop working for you unless the authorities agree we can.
 
If our work for you is delayed or stopped for this reason we will not be liable for any loss, damage or other harm this causes you.
 
We will not handle any money or other funds for you or any other person if we are not happy with the source of the money or funds and how they are to be used.
 
If you or anyone else involved with your matter or transaction intends to transfer any money or funds to us that does not come from your own account with a UK clearing bank please tell us without delay.  We may not accept this money or these funds or may not use them to complete your transaction until we are happy with their source.  This may delay completion of your transaction and we will not be liable to you if this causes you any loss, damage or other harm.
 
We do not accept payments in cash.

Use of Advice and Reports
Any advice we give or report we prepare for you is:

  • for your personal use only;
  • for use only on the specific transaction for which we prepared it;
  • to be used only for the purpose stated when giving the advice or in the report. 

You must not pass on our advice or report to another person unless we have agreed in writing that you can.  If we agree to this we will not be responsible or liable to that other person unless we and that person have agreed in writing what our responsibility and liability to them will be.
 
It is always your responsibility to consider our advice and to make your own decision about how much you should rely on our advice and recommendations and the action you take after doing so.
 
Original documents
If we have agreed to we will store title deeds and original signed documents for you, but we may charge you for this.  If we are going to charge you, we will tell you in advance.
 
Method of charging
We will agree how we will charge you for your work at the beginning of that work and then write to you to confirm our agreement.
 
If we have given you a fee estimate, this is an indication, made in good faith and based on the information we then have of our likely fee for that work. It is not a promise by us to do that work for that fee.  We will tell you as soon as we can if we think our fee will exceed any estimate given to you.
 
If we give you a fee quotation, this is a proposal by us to do specific work for you at that fee.  If you accept our proposal, then (subject to the Terms of Engagement and the Scope of Engagement Letter), it becomes a promise by us to do that work for the fee quoted.  If you ask us to do more work than set out in the Scope of the Engagement Letter or we have to do more work than we had assumed when we gave our quotation as a result of circumstances you did not tell us about, then our fees for that additional work will be charged at our then standard hourly rates.
 
Unless we have agreed something different our charges will be based on the number of hours we spend working for you (at our standard hourly rates) and may be adjusted to reflect the complexity, urgency, importance, responsibility, novelty or value of that work or the fact that it has been done during unsocial hours to meet particular deadlines. Our hourly rates depend on the level of seniority of the lawyers who do your work and, the expertise required. The hourly rates that apply to the lawyers working for you are always available to you on request.  Our hourly rates are revised periodically. The rates charged can also increase if we have promoted a lawyer who works for you.  Unless we have agreed otherwise with you in writing any increased rates will apply automatically to work we do for you after the date of the change whether or not we have told you about the change.
 
Value Added Tax (“VAT”)
VAT is charged at the current rate on all fees and on any relevant outlays and expenses.  Any fee estimate or fee quotation we give you will be exclusive of VAT and outlays and expenses.
 
Outlays and Expenses
You authorise us to incur outlays and expenses that we consider necessary and agree to reimburse us for these.  You can limit to a reasonable amount the fees or outlays and expenses that we can incur.  We will not exceed that amount without your agreement. If you want to limit the amount of our fees or outlays and expenses, please tell us in writing.
 
We will add to our charges the cost of outlays and expenses incurred.  Outlays and expenses could include Counsel’s fees, search fees, registration/recording fees, stamp duty, stamp duty land tax, bank charges, currency exchange costs, couriers and other third party accounts, travelling, subsistence and accommodation and bulk photocopying charges.
 
Where we engage other advisers for you (eg Counsel, experts or overseas lawyers) we will do this as your agent. This means you will be responsible for their charges as well as ours.
 
We may invoice you for outlays and expenses as we incur them and we may do this separately from our fees.
 
Payments to account
We may ask you to make a payment to account for Counsel’s fees and all other material outlays and expenses.  If we are working on a litigation matter for you we will ask you to make a payment of this kind.  We will ask you to make the payment to account when you instruct us.  
 
We may also ask you, either when we start work for you or at any other time, to make a payment to us on account of our fees.
 
We will hold any payments you have made on account in a separate bank account.  These payments will be credited against our invoice(s) to you for the relevant fees and/or expenses and outlays.
 
Interim Bills
We will invoice you for our fees at the end of the work.  Where your work takes longer than one month to complete we will usually issue interim invoices on a monthly basis.
 
Payment of Bills
You should pay any invoices issued to you by return.  If you do not agree with our invoice, you should speak to the Transaction Partner as soon as you receive it.  If you do not pay an invoice within 7 days of the date of the invoice we are entitled to charge interest on the sum overdue from the seventh day after the date of the invoice until payment at the statutory interest rate.
 
You are responsible for our charges, even if:

  • a Scope of Engagement Letter has not been issued or signed;
  • we have agreed to send our invoice to a third party;
  • you are insured;
  • someone else has agreed to pay your expenses; or
  • your matter or transaction does not complete.


If we are acting for you and other people jointly each of you are jointly and severally liable for our charges.  This means we can recover all of our fees, outlays and expenses from any of you.
 
Unless we have agreed to accept payment in another currency you will pay our fees, outlays and expense in pounds sterling.
 
If any of our invoices are overdue for payment, we have the right to stop working for you until you pay us.  We can also keep any documents and papers that belong to you, until you have paid all our invoices.
 
Clients’ Money
If we receive money that belongs to you that is not needed for our fees, outlays or expenses it will be:

  • Held by us under the Solicitors Accounts Rules; or
  • Paid to you or as you ask us to promptly after receiving your request.

Details of the rates of interest paid on clients’ money held in bank deposit accounts are available on request.
 
We make no charge for collecting interest on clients’ deposits but we are entitled to retain interest or commission paid to us by our banks.
 
Transfer of Funds
If you want us to transfer funds we hold for you as part of a transaction or at the end of a transaction, you must give us clear unambiguous written instructions at least 24 hours before the proposed date and time of transfer.  Unless those instructions clearly and unambiguously say otherwise, we will make the transfer in pounds sterling.  
 
We will not be responsible to you or liable for any loss or cost relating to bank charges, currency exchange rate fluctuation etc.  We will not be liable to you or anyone else for indirect or consequential loss because of a delay or error in the transfer of funds.
 
Limitation of Liability
We will not be liable to you if we are unable to carry out your instructions because of a cause beyond our reasonable control.  If that happens we will tell you as soon as we can so that you can decide whether to terminate or amend our instructions.
 
The total liability of the Firm its partners, employees and agents (together “Birkwells Persons”), in contract,  tort or under statute or otherwise, for any loss, damage, cost or expense suffered by you (or any other person) arising out of or in connection with each engagement on which you have instructed us (including any engagements connected to the main work), however caused, including by our negligence (but not wilful default), will not exceed the amount (if any) specified in the  Scope of Engagement Letter or, if no amount is specified, £3 million.
 
Subject to our maximum liability referred to above, our liability will be limited to the proportion of the loss or damage (including interest and costs) you suffer that is fair and reasonable taking account of the contribution (if any) to the that loss or damage by you or any other person. 
 
When assessing that contribution any limit on the amount of the liability, or waiver of all or part of the liability, of that person in any agreement made by you, or of that person ceasing to exist or ceasing to be liable to you will be ignored.
 
If you make a claim against us and we want to claim a contribution from another person whose liability to you has been excluded or limited and this reduces the contribution we can recover from them, you will make an equal reduction in your claim against us. In this situation “reduction” and “contribution” include a 100% reduction or contribution.
 
You will not bring any claim personally against any Birkwells Person or agent of the Firm for any loss or damage that arises out of the work we have done for you.
 
No Birkwells Person will be liable to you for any loss of profit, loss of revenue, loss of business opportunity, anticipated savings or any indirect or consequential loss, even if that type of loss was reasonably foreseeable by the Birkwells Person.
 
Any claim by you against us connected with the work we have done for you must be made in writing within 3 years of the date on which you became aware, or ought reasonably to have become aware, of circumstances giving rise to a potential claim against us.
 
We will not be liable to you for any loss or damage you suffer because of fraud, misrepresentation or withholding of information or inaccuracy of or omission from information, by you or any other person who has given us information on which we have relied.
 
The benefit of the limitations and exclusions on liability set out or referred to in these Terms of Engagement are held by the Firm as agent and trustee for each Birkwells Person.
 
The limitations and exclusions of liability set out or referred to in these Terms of Engagement do not apply to liability for death or personal injury caused by our negligence, or our liability for fraud or fraudulent misrepresentation or any other liability that we cannot lawfully exclude or limit.
 
Third Parties
If we engage other professional advisers (such as Counsel, overseas lawyers and expert witnesses) as your agent, we will not be responsible for anything they do or fail to do for you.
 
The terms on which we agree to act for you (whether or not set out in these Terms of Engagement) are not intended to be enforceable by anyone except you.
 
Where you have engaged any other person to provide information, advice or other assistance in support of the work we do for you, you are responsible for managing these persons and their performance, including the time they take to do the work the and the quality of their work.
 
Conflict of Interest
Our other clients may include persons who operate in your area of business or a related area.  We have the right to act for these clients, subject to our professional duties relating to conflict of interests and confidentiality.
 
We will carry out our work for you in accordance with all relevant professional standards and obligations.  We will tell you if we become aware of any conflict of interest and will discuss the position with you and take the steps necessary to resolve the position as quickly as possible.
 
Complaints
We want to provide you with a high quality service. If you would like to discuss how our service could be improved or have any complaints regarding our services, please contact the Transaction Partner or the Senior Partner All complaints will be handled promptly, fairly and effectively.  The Firm has a written complaints procedure which is available on request. If the matter is not resolved to your satisfaction or you are unhappy at the end of this Firm’s complaints process you can refer your complaint to the Legal Ombudsman at www.legalombudsman.org.uk. within 6 months of the end of this Firm’s work on your matter.   
 
Termination
Either of us may terminate our professional relationship in its entirety at any time by written notice.
 
If you choose to terminate our professional relationship you will pay us all fees, outlays and expenses incurred before termination in accordance with these Terms of Engagement and our Scope of Engagement Letter(s).  You will also pay us any further fees and outlays and expenses we reasonably incur to transfer our files to another solicitor.
 
If you terminate our instructions to act for you on particular work, but to continue our instructions on other work, you will pay us all fees and outlays and expenses incurred, before that termination together with any further fees and outlays and expenses reasonably incurred by us to transfer our file(s) on the particular work to another solicitor.
 
Any provisions of these Terms of Engagement and the Scope of Engagement Letter that by their nature are intended to apply after termination of our relationship or completion of particular work will survive that termination or completion.
 
Invalidity
If any of these Terms of Engagement is, or becomes, invalid, illegal or unenforceable, this will not affect the other provisions.
 
Acceptance of Terms of Engagement
By continuing to instruct us you confirm that you accept these Terms of Engagement.  If you are not prepared to accept these Terms of Engagement, please notify your Transaction Partner or Client Relations Partner in writing immediately.  Unless otherwise agreed, these Terms of Engagement apply to any future instructions you give us.
 
Applicability to Birkwells Persons and Group Companies
References in these Terms of Engagement and in any Scope of Engagement Letter to “the Firm”, “we”, “us” and “our” includes reference to all and any Birkwells Persons (as defined in Limitation of Liability).
 
These terms apply to all companies which you control, or if you are a company forming part of a group, all companies in that group, where we are instructed to carry out work for that company. 
 
Regulation of the Firm
The Firm is regulated by The Solicitors Regulation Authority.  If you would like to contact the Solicitors Regulation Authority about the work we have done for you, the Managing Partner or the Senior Partner would be happy to advise you of the role and contact details of The Solicitors Regulation Authority or the Legal Ombudsman.
 
The Firm is not regulated by The Financial Conduct Authority.
 
Jurisdiction
Any dispute about our services is subject to the exclusive jurisdiction of the Courts of England and Wales.  However, we can raise proceedings in any jurisdiction we consider (in our absolute discretion) to be appropriate.
 
 
Birkwells Law Ltd

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