EFTA00584320.pdf

JOHNSONS STANDARD TERMS AND CONDITIONS I. Introduction These terms and conditions (the "Conditions") are accompanied by a letter of engagement (the "Letter of Engagement") which includes the detailed terms of our engagement with you and expands on some of the terms which follow. These Conditions, together with the Letter of Engagement govern the basis of our contractual relationship with you. In these terms the expressions "we", "us" and "the firm" refer to Johnsons and "you" and "your" refer to you, our client, 2. Client and Matter Partners Your Client Partner is responsible for the firm's relationship with you. If your Client Partner does not deal with your work either directly or supervising others, then a Matter Partner who will do so will be identified in the Letter of Engagement. It is important that you are kept fully informed of progress and that in handling your work, we always meet your instructions. We shall report to you at such intervals and by such means as we may agree with you. 3. Instructions We have set out the agreed scope and objectives of your instructions in the Letter of Engagement. Any subsequent change will be discussed with you and where appropriate, a new Letter of Engagement will be agreed. We shall proceed on the basis of the instructions we have received from you and rely upon you to tell us as soon as possible if anything occurs which renders any information previously given to us incorrect or inaccurate. We shall not be responsible for any failure to advise or comment on any matter which falls outside the scope of your instructions. We cannot accept any responsibility for any event, loss or situation unless it is one against which it is the express purpose of those instructions to provide protection. Advice given by us is provided in light of the instructions to which it relates and is for your benefit only, it may not be used or relied upon for any other purpose or by any person other than you without our prior written consent. 4. Anti Money Laundering Legislation Our policy is one of strict compliance with the applicable money laundering regulations and therefore we shall not be able to act upon your instructions until we have completed those procedures we deem necessary to comply with applicable legislation and regulations to which we are subject. We shall communicate with you separately in respect of the procedures referred to. We shall only be able to accept instructions, once these procedures have been completed. If we are able to accept your instructions, we reserve the right to recover fees (calculated on a time basis), expenses and disbursements which accrue or which we incur in complying with the legislation and regulations to which we are subject. 5. Standard Fee Basis Our fees are calculated by taking into account a series of factors. Unless otherwise agreed and varied in writing, these include the amount of time we spend, the complexity and/or urgency of the matter and the level of skill and specialised knowledge involved. In addition, we take into account the value of the matter and its importance to you. Time spent may include but not necessarily be limited to: (1) perusing and working on papers and correspondence; (ii) telephone calls; (iii) time spent with you on the telephone or in face to face meetings; (iv) time spent dealing with other parties involved in the matter; (v) travelling and waiting time. Time is recorded and charged for on a task related basis in single units of six minutes. As our time and expertise are the core elements of our service, our fees are normally calculated by reference to the current hourly rates of the lawyers concerned and applicable at the time that the work is carried out for you. We do review our charge out rates from time to time. We shall, however, notify you in writing of any alterations. Our intention is that our fees should be fair and reasonable having regard to all the circumstances. Our aim is to be as flexible as is commercially sensible in ow approach to fees and we are prepared to consider alternatives to hourly rates, including by way of example, fixed fees, blended rates, percentage fees based on specific criteria or retainers. The Letter of Engagement sets out the agreement we have reached on fees. VAT is payable on all fees and EFTA00584320 charges (unless in your case we are satisfied VAT is not payable). All figures in our Letter of Engagement or any other correspondence with you are exclusive of VAT unless otherwise stated. 6. Estimate of Fees Any estimate provided as to fees is only a guide and must not be taken as a firm quotation, unless we have confirmed it in writing that we shall charge a fixed fee. Our estimate will aim to give you a breakdown between likely fees, disbursements and VAT. Where time is a factor in assessing fees, we will explain clearly to you how we intend to use the time. It is likely that our estimate will be expressed as a range. Our estimate will include, where possible, details of any third parties to whom you will need to make payments and when those payments are likely to be needed. Where, in our judgment, it is not possible to provide you with a fixed or realistic estimate of fees and disbursements, we shall, at your request, give you the best information about the total cost of the next stage of the matter. We shall review the original estimate regularly and provide you with written revised estimates, where applicable, giving the reasons for any changes made. 7. Cap on Fees If a cap or limit is agreed on the level of our fees then our fees will not exceed the amount specified in the Letter of Engagement. However, the application of the cap or limit is agreed on the basis of the instructions and information supplied to us and is subject to no unforeseen extra work becoming necessary. 8. Fixed Fees If we have agreed a fixed fee with you, then the Letter of Engagement will include a detailed description of what we have agreed to do for that fee and a summary of the information which you have given us. In order to provide that description, we must have as much information as possible about the work which you want us to do, so that we can estimate the time it will take. Expenses and disbursements shall be payable in addition to any fixed fee. Provided the scope of your instructions does not change and the information in the summary is accurate, we will complete your instructions for the fixed fee. If the scope of your original instructions change, or the information in the summary proves inaccurate, we shall advise you that in ow view the fixed fee agreement should cease to have effect. If you agree our view, we shall seek a new agreement with you for a new/ revised fixed fee, or agree a different method of charging fees. If you do not agree with our view, then the Complaints Handling Procedure set out in the Engagement Letter will operate. 9. Expenses and Disbursements Your instructions authorise us, unless you instruct us to the contrary, to incur such disbursements and expenses as we consider necessary to comply with your instructions. You will be required to reimburse them to us on request either by payment on account or against submission of a bill. Examples of common disbursements and expenses are Company, Land Registry and other search and registration fees, stamp duty, stamp duty land tax, accountants' and expert's fees, Court fees and Counsel's fees. Disbursements and expenses are charged at cost. We reserve the right to charge you for expenses of travel, accommodation and meals when travelling away from the office (and exceptional costs of in-house provision of food, subsistence items, or other amenities) in fulfilling your instructions; (ii) photocopying and scanning expenses incurred on your behalf; (iii) CHAPS transfers on your behalf by our Bank. These items will be shown by category on your bill. Current rates of charge are as follows: Photocopying and scanning 25p per copy; (ii) Colour photocopying and scanning £l per copy; (iii) Computerized legal research at cost; (iv) Travel by car 40p per mile; (v) Public transport at cost: (vi) CHAPS payments at £15. Some non-standard technologies may be the subject of specific charges, but if we anticipate the need to deploy such technologies in discharging your instructions this will be referred to in the Letter of Engagement. EFTA00584321 We will not charge you for incidental meals and refreshments taken in our offices. These are provided as part of our service to you. 10. Payments on Account We may ask you to provide sums in advance to cover costs, disbursements and expenses. If we do, any payment will be held on deposit account generally on account of costs and expenses which we are likely to incur on your behalf. Any interest earned will be credited to you. We will discuss the amount which is appropriate with you at the outset of any new matter. It will be helpful if you could please meet any requests for payment promptly. However, if there is any difficulty in this respect please contact the relevant Matter Partner. The money will be retained until completion of the matter although, at our discretion, some or all of it may be applied towards any bill which has remained unpaid for more than 30 days. If part or all of the money is used in this way, or if for any reason it is reasonable to review the amount held by us, we may ask you to provide a further sum to cover future costs, disbursements and expenses. II. Interim Bills We will bill foes, disbursements and expenses on the basis set out in the Letter of Engagement. We may ask that you agree to an interim billing structure whereby we invoice outstanding work in progress and disbursements on a monthly or quarterly basis. 12. General Provisions about Bills Bills will contain a brief description of the work performed during each billable period but not a detailed narrative. If you require such a narrative or need any additional explanation, please let the Matter Partner know and it will be provided. Bills are due for payment upon delivery and must be paid within 30 days of delivery, unless that period is extended, in writing, by your Client Partner or Matter Partner. If you wish to make payment by way of Bank Transfer, we will provide you with our bank details with each bill or at your request. We reserve the right to charge interest on any sum which remains outstanding for more than 30 days after delivery of the bill at the rate of 8%. We may, in order to secure payment of ow charges and expenses, have first call upon any money or other property recovered or preserved for you by our efforts. If a third party undertakes responsibility for payment of some or all of our charges and expenses on your behalf, and payment is not made as set out above, then you will be responsible for settling any outstanding amount. In the unlikely event that a bill remains unpaid for more than 30 days, or if you decline or fail within 14 days to meet a request for a payment on account of costs, we must reserve the right to decline to act any further. If our instructions are given by, or on behalf of, more than one person or company each person or company for whom we are acting will be responsible for the payment of the full amount of our fees, disbursements and expenses regardless of whether our bills are addressed only to one or some of such parties. 13. Termination of Instructions You may terminate ow instructions at anytime by giving us written notice. In some circumstances, for good reason, we may decide to cease acting for you. Examples of this include: (i) a failure on your part to provide us with adequate instructions or when we find ourselves unable to comply with your instructions; or (ii) When ow invoice remains unpaid outside an agreed payment timetable or when a payment on account is not made in accordance with these Conditions and ow Letter of Engagement. We will give you reasonable prior written notice if we decide for whatever reason that we are no longer willing or able to act for you. In circumstances where our instructions are terminated or we cease to act for you, we will be entitled to receive payment for our reasonable fees and disbursements and expenses incurred. In the case of a fixed fee, please refer to Condition 8. 14. Third Parties Except as expressly provided in the Letter of Engagement and as set out in these Conditions, no person other than a party to the agreement established by the Letter of Engagement may enforce any terms of such agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 ("the Act"). Notwithstanding any benefits or rights conferred by such agreement on any third party by virtue of the Act, the parties to such agreement may agree to vary or rescind any of its terms without any third party's consent. EFTA00584322 15. Data Protection The information which you provide to us is confidential. It is also likely to be covered by the Data Protection Act. Inevitably we may have to disclose some information to third parties and we accept instructions only on the understanding that we have the authority to do so when reasonable and necessary for the purposes of dealing with this matter. If we have any doubt as to whether you might object to the disclosure of any information we will seek to obtain your consent before doing so unless disclosure is required as a matter of law. If we instruct Counsel on your behalf, we may keep a copy of an opinion given by Counsel in electronic form for internal know-how purposes but we will ensure that client confidentiality is observed. 16. Storage of Papers and Deeds Upon completion of any matter for you, we are entitled to retain your papers, documents or other property held by us if there is any money owing to us in respect of our charges, disbursements and expenses until you have paid any outstanding amount, including interest. We shall keep our file of papers (except for any of your papers which you ask to be returned to you) in storage but on the understanding that we have your authority to destroy the file six years from the date of delivery of our final invoice in respect of the matter. We shall not, however, destroy documents which you specifically ask us to deposit in safe custody. We do not normally make a charge for retrieving stored papers or deeds in respect of continuing or new instructions to act for you. However, we reserve the right to make a charge based on the time we spend reading papers, writing letters and other work necessary to comply with your instructions. 17. Electronic Communication We are able to communicate electronically with ow clients and other parties using electronic mail (both direct and via the Internet) and using computer disks. If we communicate electronically with or for you, you acknowledge and agree as follows: (i) There arc some delivery risks in using electronic mail and you accept the risk of interception by third parties or of non-receipt or delayed receipt of the message. (ii) Computer viruses and similar damaging items can be transmitted through e-mails and by introducing computer disks into your system; we use virus scanning software to reduce these risks and ask that you do the same; however, it is not possible completely to eliminate the risk of introducing viruses. If we communicate electronically with or for you, you release us from all claims, losses, expenses and liabilities caused by any of the risks referred to above and arising directly or indirectly out of that communication. 18. Complaints Handling Procedure As a valued client, you should know that we, through ow Partners, fee earners and employees, take every care in providing the service that you are entitled to expect. We recognize however that occasionally things can go wrong, and you may wish to complain about the service you have received. We have a formal complaints handling procedure and we want you to understand how that works. The procedure is intended to ensure that: (i) any complaint is taken seriously; (ii) any complaint gets a prompt response; (iii) anyone who makes a complaint knows as soon as possible whether or not we agree that the complaint is justified. If you wish to make a complaint, then in our view it is best if it is made in writing and addressed to your Client Partner or the Senior Partner, Paul Tweed. We will then confirm to you how we will deal with your complaint. If you are not satisfied with the handling of your complaint, you can ask the Legal Ombudsman at P O Box 15870, Birmingham, B30 9EB, telephone number 0300555033, email: enquirieseleplombudsman.org.uk to consider the complaint. Normally you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint. 19. Risk Assessment Litigation is a risky and uncertain course of action. Wherever possible, we shall endeavour to resolve a dispute without reverting to litigation. Should litigation prove necessary, we shall discuss with you whether the likely outcome in the matter justifies the expense and risk involved, including, where relevant, the potential liability for an opponent's cost. We shall explain to you in writing the cost consequences of pursuing litigation in the various Court, Tribunal and/or Arbitration proceedings. We shall also explain to you in writing the various EFTA00584323 approaches a Court takes in assessing costs. In any event, you will be liable to pay ow bills in full, regardless of any costs made against any other party. Similarly, you will be liable for any costs of enforcing any order of costs against any other party if enforcement measures prove necessary. 20. Documents It is probable, as the matter progresses, that we shall need to review all the documents which are relevant to it (please note that documents includes electronically generated documents) as well as audio and video tapes and computer records. In any event, in normal course of litigation, the parties are obliged to disclose to each other all documents which they have or have had at any time relating in any way to the issues between them. For those reasons, it is extremely important that any documents which you may already have are carefully preserved. This means keeping them safe and ensuring that they are not marked, altered or otherwise tampered with. 21. Disclosure Every party to the litigation proceedings is under a duty to provide disclosure. Disclosure is the process whereby documents which are in your possession are disclosed to other parties. Other parties will be under the same duty to you. We shall explain to you in writing your rights and obligations under disclosure. 22. Order of Costs Payable Our professional fees are calculated in accordance with the hourly rates as set out in the Letter of Engagement. Notwithstanding the strength of your case, success in the Courts can never be guaranteed. Should you lose your case you will usually have to pay the costs of the other side in addition to your own costs. If you win or settle your case, the Court will rarely order, and (in the case of a settlement) your opponent's solicitors may not agree, that your opponent is to pay the full amount of your costs. Equally your opponent may not be able to pay what the Court has ordered your opponent to pay. You are at all times primarily liable to this firm for payment of our fees in full regardless of (i) the availability of insurance (ii) any settlement with the other side or (iii) an order for costs which a Court may make against the other side. We will look to you for timely payment of such fees, regardless of whether payment to you by any third party is delayed or not received. 23. Our Liability to You In order that our liability to you arising from our negligence or wilful default shall be fair and proportionate we may include provisions in the Letter of Engagement which limit our liability in certain circumstances, In any event, please note carefully the exclusion of liability (contained in Condition 3) in circumstances where matters fall outside ow instructions. Nothing in this Condition shall be construed as purporting to exclude, as opposed to limit, our liability for negligence. 24. Variations to these Conditions These Conditions apply to any instructions which you provide to us. We may change these Conditions from time to time but if we do so we will notify you of any changes in writing. Together with the Letter of Engagement, they comprise the whole contract between you and us and no variation shall be binding on us unless in writing, In the event of any inconsistency between the provisions of these standard terms and conditions and the Letter of Engagement the latter shall prevail. 26. Jurisdiction and Applicable law These standard terms and conditions shall be construed in accordance with the laws of England and Wales. EFTA00584324