Terms of business
- SAS Daniels LLP
- Our Advice and Your Instructions
- Our Hours of Business
- Charges and Expenses
- Payment Arrangements and Billing
- Other Parties’ Charges and Expenses
- Funds Held, Interest and Commission
- Identity, Disclosure and Money Laundering Requirements
- Investments and Insurance
- Communication, Data Protection and Client Confidentiality
- Data Rooms and Deal Rooms
- Quality Standards
- Files, Documents and Storage of Papers
- Copyright in Documents
- Professional Indemnity Insurance and Limitation of Liability
- Conflicts of Interest
- Termination
- Non-Solicitation
- Insider Lists
- Complaints
- General Matters
Introduction
These Terms and Conditions of Business (“Terms”) along with the attached engagement letter (“Letter”) set out the terms and conditions upon which SAS Daniels LLP (“we”/”us”) will provide legal services (“services”) to you. In the event of there being any conflict between these Terms and Conditions and the Letter the terms set out in the Letter will prevail.
We are a Limited Liability Partnership registered in England and Wales under Registration Number OC333138. The Registered Address is 30 Greek Street, Stockport, Cheshire, SK3 8AD. Our Registered VAT number is 157350662. A list of members of the LLP is available from the registered address, together with a list of those non members who are designated as partners.
We are authorised and regulated by the Solicitors Regulation Authority (“SRA”) under Practice Number 486870 as a Solicitors Practice and are subject to the Code of Conduct prescribed by the SRA. We can provide you with further information upon request which can be obtained by contacting our firm’s Chief Operating Officer, Andrew Perry, whose contact details are: Address: 30 Greek Street, Stockport, Cheshire, SK3 8AD, Telephone: 0161 475 7676, Email: andrew.perry@sasdaniels.co.uk. Further information is also available on the SRA website which is is: www.sra.org.uk.
1. SAS Daniels LLP
1.1. Your contract is a contract with SAS Daniels LLP. A limited liability partnership is a body corporate which has “members”. However, it is more usual for senior professionals to be referred to as “partners”. We have decided to retain the more traditional title of “partner” to describe members of SAS Daniels LLP. There is, however, no partnership between the members or between the members and SAS Daniels LLP. A reference in these terms or otherwise in the course of your dealings with us to a person being a “partner” is a reference to that person in their capacity as a member or employee of SAS Daniels LLP.
1.2. We, SAS Daniels LLP, assume full liability for and are fully and exclusively responsible for the legal services provided by our members, partners, consultants and / or employees on our behalf and there is no contract between you and any individual member, partner, consultant and / or employee of SAS Daniels LLP. For the avoidance of doubt, there is no contract between you and any member, partner, consultant and / or employee of SAS Daniels LLP. Any advice given to (or other work done for) you by a member, partner, employee or consultant of SAS Daniels LLP is given (or done) by that person on behalf of SAS Daniels LLP and not in his or her individual capacity and no such person assumes any personal responsibility to you for the advice or other work.
1.3. You agree that, to the extent permitted under any applicable law, if, as a matter of law, a duty of care, or any other duty, liability or obligation would otherwise be owed to you by any member, partner, consultant or employee of SAS Daniels LLP, such duty is hereby excluded and that no proceedings, actions or claims will be brought by you against any member, partner, consultant or employee whether on the basis of breach of contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise in connection with work undertaken by such persons on your behalf.
1.4. Each member, partner, consultant or employee of SAS Daniels LLP shall be entitled to the benefit of the provisions of clause 1 under the Contracts (Rights of Third Parties) Act 1999.
2. Our Advice and Your Instructions
2.1. As part of our relationship and engagement you are obliged to ensure that:
2.1.1. we know the full background to your matter;
2.1.2. give us timely and accurate instructions;
2.1.3. tell us promptly of any change in circumstances having a bearing on your matter;
2.1.4. respond promptly to our requests for instructions and information; and
2.1.5. tell us promptly if you have any queries or concerns.
2.2. We advise only on the laws of England and Wales.
2.3. Our role and advice is strictly limited to advising on the legal issues raised in your instructions.
2.4. Advice given and documents prepared by us reflect the law in force at the time of delivery and, unless otherwise agreed in writing, are for use only in connection with the specific matter on which we are instructed. You should review your legal documetation and procedures from time to time to ensure compliance with changes in law.
2.5. Unless specifically agreed in writing, we do not provide any tax (or any work required as a result of any of the parties tax planning), accountancy advice, pension work or pension planning, or advise on the fairness or reasonableness of any transaction. The responsibility for instructing your accountants or tax advisors will, unless otherwise agreed in writing, be yours.
2.6. Any advice provided by us will be based and be dependent upon the instructions, information and documentation supplied by you and/or your (including your company’s and/or organisation’s) other advisors, agents and employees. We will not be responsible for any consequences which may arise from a delay or failure by you, or other advisors, agents and employees, to give us the instructions, information and documentation which we require.
3. Our Hours of Business
The normal hours of opening at our offices are between 9.00am and 5.30pm on weekdays. Messages can be left on the answerphone, voicemail or by email outside those hours and appointments can be arranged at other times when this is required.
4. Charges and Expenses
4.1. Our fees are governed by English law which permits us to take into account a number of factors in setting our fees including the complexity of the work, its value, urgency and the time spent on it. At all times they should be both fair and reasonable.
4.2. Unless we have agreed an alternative basis of charging or a fixed fee in the Letter, our charges will be calculated on a time spent basis by reference to the charging rates set out in the Letter.
4.3. From time to time we may arrange for some of this work to be carried out by persons not directly employed by this firm. In such circumstances we will inform you if there will be a cost and/or charge to be paid by you.
4.4. These hourly rates have to be reviewed periodically to reflect changes in overhead costs and inflation. If a review is carried out before this matter has been concluded, we will inform you of any variation in the rate before it takes effect.
4.5. In addition to our charges, we may incur expenses (which are called disbursements) from time to time, covering (amongst other things) Counsels’ fees, experts’ fees, courier charges, copying charges, enquiry agents’ charges, property search and enquiry fees, Court fees, valuation fees, company law agents’ fees and company search fees. When we incur such disbursements, we will incorporate these in our next bill to you or send a separate “Disbursement Only” invoice to you.
4.6. We may also make other miscellaneous charges, not incorporated within our hourly rates, in respect of;
4.6.1. car travel incurred on your behalf at our current rate per mile;
4.6.2. other travel and subsistence costs (for example rail and air tickets) in the amounts invoiced to, or incurred by, us, plus VAT;
4.6.3. sending telegraphic transfers;
4.6.4. retrieval and transfer of documents;
4.6.5. carrying out anti-money laundering and anti-fraud checks and identity searches; and
4.6.6. professional indemnity top up premiums should you require cover over and above the otherwise applicable limit of indemnity of our insurance referred to in clause 15 below.
4.7. Unless otherwise agreed, your liability for our charges and disbursements, calculated on the above basis, commences from the moment that we are instructed and covers the initial advice that we may give as well as any subsequent work that we carry out pursuant to that advice.
4.8. If, for any reason, work on any matter conducted on your behalf is not finalised, we reserve the right to charge you for work done and expenses incurred based upon the hourly rate set out in the Letter.
4.9. Payment is due to us within 28 days of our sending you a bill. Interest may be charged on a daily basis at 8% per annum from the date of the bill in cases where payment is not made within 28 days of delivery by us of the bill.
4.10. We are required to issue our bill in the name of the client who instructs us, even if the bill is being paid by a third party. If VAT is chargeable on a bill to that client, irrespective of whether it would be chargeable on a bill to that third party, we are obliged to charge VAT on the bill. We are happy to discuss the VAT position of non-UK clients separately.
4.11. In the event that we stop acting for you on whatever basis, you will be liable for all charges and disbursements incurred up to the point that we stop acting for you, despite the fact that we may not have completed what we were instructed to do. You will also be liable for such further charges or disbursements which we may unavoidably be required to incur (for example, in litigation we may have to apply to the Court for a Court Order removing us from the Court’s record as acting on your behalf or we may have to take steps to seek to protect your position until you have been able to make other arrangements).
4.12. Fees and expenses are subject to VAT, where applicable, at the appropriate rate. This will be added to your bill.
4.13. In certain circumstances, you may have the right to object to the Bill by applying to the Court for an assessment of the bill under Part iii of The Solicitors Act 1974.
5. Payment Arrangements and Billing
5.1. Unless otherwise agreed in the Letter we will render invoices to you monthly in arrears.
5.2. From time to time you may be required to make payments of anticipated costs and charges and disbursements in certain circumstances. These are known as payments on account. In particular, we have the right to request payment for work before it is commenced and to suspend or terminate all or any part of your instructions to us and any work done for you, without further obligation to you, in the event that any such request for a payment on account or any bill remains unpaid. This right can be exercised by us in relation either to the matter on which the particular request or bill remains unpaid or any or all other matters, whether or not amounts remain unpaid in respect of such other matters.
5.3. Where we are instructed by more than one person jointly, liability for our charges, disbursements and VAT is shared between those persons on a joint and several basis so that we may recover from any one or more of those persons individually or together the full amount of our charges, disbursements and VAT notwithstanding any agreement which may be reached between those persons.
5.4. In addition to any right that we may have at law, we are also permitted to retain your files or any of your papers or property until all monies due from or payable by you to us (whether billed or unbilled) has been paid. This is known as a lien.
5.5. After consultation with you, we may engage other advisers or service providers (including Counsel, overseas lawyers, expert witnesses, accountants, environmental consultants and surveyors) on your matter. Any advice given by them will be their responsibility direct to you and not ours (even if incorporated or reflected in documents prepared by us) and you will be responsible for payment of their fees and expenses. Where we instruct them, we will do so as your agent.
6. Other Parties’ Charges and Expenses
6.1. In some cases and transactions a client may be entitled to payment of costs by some other person. It is important that you understand that in such circumstances, the other person may not be required or may not be able to pay all the charges and expenses which you incur with us. You have to pay our charges and expenses in the first place and any amounts which can be recovered will be a contribution towards them. If the other party is in receipt of legal aid, no costs are likely to be recovered.
6.2. If you are successful and a court orders another party to pay some or all of your charges and expenses, interest can be claimed on them from the other party from the date of the Court Order. We will account to you for such interest to the extent that you have paid our charges or expenses on account, but we are entitled to the rest of that interest.
6.3. You will also be responsible for paying our charges and expenses of seeking to recover any costs that the court orders the other party to pay to you.
6.4. A client who is unsuccessful in a court case may be ordered to pay the other party’s legal charges and expenses. That money would be payable in addition to our charges and expenses. It may be possible to take out insurance to cover liability for such legal expenses. This should be discussed as part of your initial instructions to us.
7. Funds Held, Interest and Commission
7.1. Any monies received by you or on your behalf in connection with any matter shall be at your risk until applied by us in accordance with your written instructions. We shall not be responsible for any loss or damage arising from failure, refusal or inability of any bank or other financial institution to repay all or any part of such monies, at any time or from their insolvency or failure, or the failure in or of the banking or interbank systems. In such circumstances it may not be possible to complete any matter in accordance with the terms of our engagement. Nothing in this clause shall limit our liability for loss or damage arising out of our reckless disregard of professional obligations, fraud or other liabilities which can not lawfully be restricted or excluded, nor for loss occasioned by our negligence subject always to the limitation on such liability in these Terms or such other limitation as has been agreed with you in writing.
7.2. Subject to certain minimum amounts and periods of time set out in the Solicitors’ Accounts Rules 1998, a sum in lieu of interest will be calculated and paid to you at the rate from time to time payable on such sums held by us on your behalf. Such interest will usually be paid to you without deduction of tax. It is your obligation to account for any taxation payable on such interest.
7.3. Where we are holding money for you, on account or otherwise, we may use this money towards payment or part payment of any invoices submitted by us which remain outstanding from you. We will advise you of when this is being done.
7.4. We are not obliged to hold your funds in a high interest account.
7.5. In the event that commission is received by us from a financial institution, brokers or others, details of the commission and of the amount of commission, or how it is calculated, will be supplied. If we are to retain this commission, we will seek your consent, but make it clear that you will be entitled to withhold that consent.
7.6. Should you transfer funds to us prior to your identity being verified (please see clause 8.2 below) we may be unable to return those monies to you or to pay them to any third party without the prior consent of the Serious Organised Crime Agency (SOCA).
7.7. The period for which interest will be paid will normally run from the date(s) on which cleared funds are received by us until the date(s) of issue of any cheque(s) from our client account(s).
8. Identity, Disclosure and Money Laundering Requirements
8.1. As an organisation we are bound by the Proceeds of Crime Act 2002 and corresponding Money Laundering Regulations (together “Regulations”).
8.2. As part of the Regulations we are required to verify your identity before undertaking any work on your behalf. When requested, you will provide the necessary information to enable us to check your identity for the purposes of our statutory and professional obligations.
8.3. We are obliged to refuse to act for you if we are unable to obtain appropriate proof of identity for yourself or for any principal whom you may represent. You agree that whenever we deem it appropriate we may obtain such proof by utilising on-line ID verification services provided by third party agencies. You agree that we may use personal information provided by you in order to conduct appropriate anti-fraud checks. Personal information that you provide may be disclosed to a credit reference or fraud prevention agency, who may keep a record of that information.
8.4. For the same reason, in addition to our express rights under clause 8.5, and 8.6, where, with reference to our obligations under the Money Laundering Provisions, we have any doubts about the funding of a transaction by any third party or the legitimacy of any matter or transaction, then we reserve the right to delay progress or completion until we have satisfied ourselves of the identity of that third party or the legitimacy of the matter or transaction, and without prejudice to any other limitation of liability contained in these Terms, we will not be liable for any loss caused by such delay.
8.5. Under the Regulations we are also, in some cases, required to report to SOCA, with or without your knowledge, suspicions which we may have, that a matter in which we are or are asked to become involved in, is related, or being used, to facilitate Money Laundering, or if we suspect that you, or any party involved in the transaction or matter, is engaged in Money Laundering. By instructing us you thereby expressly authorise us to comply with the Money Laundering Provisions, including, but not limited to, notifying SOCA of the matter in which we are or are asked to become involved, if we suspect that Money Laundering is, has, or may be taking place, or otherwise come under an obligation to so notify any relevant authorities. SOCA may withhold permission for us to continue with your matter and require us to pass information on to any relevant body such as HM Revenue & Customs and an investigation may be undertaken.
8.6. The obligation to comply with the Regulations, in certain circumstances, overrides the duty of solicitor/client confidentiality. We shall be under no obligation to you in this regard should we need to comply with the Regulations.
8.7. We will not be liable for any loss, damage or delay arising out of the firm’s compliance with any statutory or regulatory requirement.
8.8. Circumstances may arise where we have to approach you to seek your consent to report a matter to the relevant authorities. For instance, we may take the view that by proceeding with your instructions we may be assisting in the commission of a Money Laundering offence. In the event that you refuse such permissions, we reserve the right to cease acting on your behalf. In such circumstances, you will be liable for our costs and charges in accordance with these Terms, as set out in clause 4.11.
9. Investments and Insurance
9.1. This firm is not authorised by the Financial Services Authority, but we are able in certain circumstances to offer a limited range of investment services to clients because we are members of the Law Society and regulated by the Solicitors Regulation Authority. We can provide these investment services if they are an incidental part of the professional services we have been engaged to provide.
9.2. We might occasionally recommend or arrange insurance policies on behalf of our clients if this is necessary for the proper provision of our legal services. Although we will take reasonable steps to ensure that any recommendation we make is suitable for your needs, it will not necessarily result in a fair analysis of the market because the provision of the Insurance Mediation Service (as it is called) is secondary to the provision of our main service and there is no separate charge for this undertaking. We only select products from a limited number of insurers but are not contractually obliged to conduct business this way. Details of insurance undertakings with which the firm conducts business are available upon request.
10. Communication, Data Protection and Client Confidentiality
10.1. We will treat all information you provide to us and about matters dealt with by us (other than information which is in the public domain) as confidential. We will not disclose any such confidential information to any third party, except:
10.1.1. in circumstances in which you make a claim or complaint against us and we judge it necessary, at our sole discretion, to seek advice from other professionals, advisors and consultants and / or regulatory authority in which case you hereby provide your express consent to such disclosure and waiver of privilege and confidentiality that may arise during the course of our instructions; or
10.1.2. with your prior written consent; or
10.1.3. as necessary or customary in the normal performance of our services (for example, passing it to other professionals and consultants who assist us or you with your matter, that is unless you expressly request us not to); or
10.1.4. as required or permitted by law or any regulatory authority to which we are subject.
10.2. Where we act for other clients in the same industry or sector as you and in so doing obtain information confidential to those clients but relevant to you, we will be under no obligation to disclose that information to you.
10.3. We may be asked to act for another party on a matter in circumstances where we hold information for you (in respect of which we owe you a duty of confidentiality) which may be relevant to that other party. You agree that we may act for the other party even though their interests in the proposed matter may be adverse to your own provided that:
10.3.1. there is no legal conflict of interest;
10.3.2. we agree to put in place and maintain appropriate measures to safeguard the confidentiality of the information that we hold for you;
10.3.3. we consider it reasonable in all the circumstances for us to act;
You accept in these circumstances that we will be under no obligation to disclose to you any information which we obtain for the other client.
10.4. All information provided by you and provided by other parties in relation to our instruction will be handled in accordance with the provisions and obligations of the Data Protection Act 1998 and will be used for the following purposes:
10.4.1. carrying out work on your instructions;
10.4.2. providing appropriate instructions or information to others working for you, including those located outside the European Economic Area;
10.4.3. complying with our legal and professional obligations;
10.4.4. maintaining and using databases of current clients/contacts; and
10.4.5. verifying your identity.
10.5. We rely on you to obtain any consents necessary under applicable data protection laws, to permit you to provide and us to process, those data for these purposes.
10.6. We will use your personal information for marketing our services, providing you with legal updates and profiling your legal and professional requirements. We will disclose your information to the various divisions of this firm. We may keep your information for a reasonable period to contact you about our services in the future.
10.7. As stated above it may be necessary to outsource work such as photocopying. Whilst we will always try to ensure client confidentiality is preserved in such circumstances you should be aware that this may be outside our control. Unless you advise us to the contrary we will assume that you consent to the outsourcing of work where necessary.
10.8. We will communicate with you via the most appropriate means possible whether this is by telephone, email, letter or fax. We cannot ensure the security of communicating with you via a particular means as all communication is susceptible to interception. In relation to email, we would ask you to note that the internet can be less secure than other forms of communication and is susceptible to both error as to destination and delay. Email, furthermore, can sometimes fall into the hands of third parties.
10.9. You will treat all information we provide to you (other than information which is in the public domain) as confidential including, without limitation, legal advice given to you and the contents of our engagement letter to you. You will not disclose any such confidential information to any third party, except with our prior written consent or as required or permitted by law or any regulatory authority to which you are subject.
10.10. Should you wish to pass to a third party any advice we have provided to you and we consent to this, we will not accept liability to that third party unless we have previously agreed this in writing.
10.11. Occasionally it is necessary for us to instruct tracing agents to identify or verify the current location of previous clients, after the conclusion of our legal work. This can be because we have received a payment, which is due to them, because we have papers to return or because of unpaid charges or expenses. You authorise us to disclose your name, date of birth and any previous names or addresses known to us to a tracing agent for these purposes if this proves necessary.
11. Data Rooms and Deal Rooms
11.1. As part of our services we may provide the use of a web-based electronic deal room and document storage facility. Although information placed in this facility is the subject of contractual undertakings from an external service provider designed to ensure its confidentiality, that information may be stored on servers located abroad (including in the United States of America) under the control of the service provider. We will not be responsible for loss, disclosure or damage resulting from the storage. You must obtain any consent necessary for the processing of the information in this way.
11.2. Unless you tell us not to do so, we may place the information you supply to us in the deal room.
11.3. Access to and use of this facility is subject to the terms and conditions available from the facility website with which you and your staff will be required to abide.
12. Quality Standards
12.1. We are accredited by the Legal Services Commission and also hold the Law Society’s Quality Assurance Standard, LEXCEL, and Investors in People
12.2. In order for the firm to be properly assessed for accreditation it is necessary for certain files of clients to be made available to the assessing body for review. As the firm owes you a duty of confidentiality we consider it proper to inform you of the possibility of files relating to your affairs being disclosed to the assessing body as part of the review process. Files are randomly selected for review. The assessing body will not, disclose any information contained in those files to any third party. The assessing body is only concerned to ensure that your affairs receive the level of attention appropriate to our quality system.
12.3. You are free to inform us that you do not wish files relating to your affairs to be disclosed and indeed you may refuse to give your consent at any time without reason. A refusal of consent will not affect in any way the quality of the work we carry out on your behalf.
12.4. Unless and until you inform us that you are not content to have files disclosed we will assume that you consent to files relating to your affairs being selected for review.
13. Files, Documents and Storage of Papers
13.1. We may store the files and other documents relating to your matters either electronically or in paper format.
13.2. We will keep your file of papers for you in storage either as a physical or electronic file for not less than one year. After that, storage is on the clear understanding that we have the right to destroy it after such period as we consider reasonable or to make a charge for storage if we ask you to collect your papers and you fail to do so.
13.3. We will not destroy any documents such as wills, deeds, and other securities, which you ask us to hold in safe custody upon the conclusion of your instructions. No charge will be made to you for such storage unless prior notice in writing is given to you of a charge to be made from a future date which may be specified in that notice.
13.4. If you ask us to pass you any of your files and documents, we can choose to do so either in paper format or on industry standard electronic storage media. We reserve the right to keep copies of any such files and documents for our own records.
13.5. If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrieval. However, we may make a charge based on time spent for producing stored papers or documents to you or another at your request. We may also charge for reading, correspondence or other work necessary to comply with your instructions.
14. Copyright in Documents
Original materials which we generate for our clients are protected by copyright which belongs to us. The fee you pay for our work gives you an implied licence to make use of those documents for the purposes for which they were obtained and for all reasonably associated purposes. You do not, however, obtain ownership of the copyright in our work products unless we specifically agree to this in writing.
15. Professional Indemnity Insurance and Limitation of Liability
15.1. We are subject to a legal requirement to hold professional indemnity insurance as a result of the Provision of Services Regulations 2009. The relevant policy, from time to time, is held at our firm’s office at 30 Greek Street, Stockport, Cheshire, SK3 8AD and can be obtained by contacting our Chief Operating Officer, Andrew Perry, at: 30 Greek Street, Stockport, Cheshire, SK3 8AD, Telephone: 0161 475 7676, Email: andrew.perry@sasdaniels.co.uk.
15.2. In the event that we are found to be liable to you, we are insured, subject to policy terms and conditions. However, the amount for which we are insured is subject to financial limitations. In any event, by these Terms and Conditions of Business, unless specifically agreed in writing to the contrary in relation to any particular matter by a partner of SAS Daniels LLP. As regards any liability which we would otherwise have to you, or any third party, in respect of all loss or damage claimed, or any costs incurred, on whatever basis claimed (whether in contract, tort or otherwise), we:
15.2.1. exclude any liability of whatever nature arising as a direct or indirect consequence of our compliance in good faith with the money laundering provisions referred to in clause 8 of these Terms or any other statutory, professional or regulatory obligation (and, for the avoidance of doubt, this includes liability for delays caused by our having to seek consent from the relevant authorities pursuant to the Money Laundering Provisions); and
15.2.2. without the exclusion 15.2.1 in any way being affected, and unless otherwise agreed between us, in all cases limit our liability, or that of any of our members, partners, consultants and / or employees, in total to the maximum aggregate sum of £3,000,000 (including interest and costs) for any claim or claims arising out of:
15.2.2.1. the same act or omission;
15.2.2.2. a series of related acts or omissions;
15.2.2.3. the same act or omission in a series of related matters or transactions;
15.2.2.4. similar acts or omissions in a series of related matters or transactions.
15.3. If we are jointly or jointly and severally liable to you with any other party, whether or not you in fact claim against another party, we shall only be liable to pay you the proportion which is found to be fairly and reasonably due to our fault. We shall not be liable to pay you the proportion which is due to the fault of another party or for which another party would otherwise be liable.
15.4. Any sum due from us to you shall be reduced by the proportion for which another party would have been found liable if either:
15.4.1. you had also brought proceedings or made a claim against them;
15.4.2. we had brought proceedings or made a claim against them under the Civil Liability (Contribution) Act 1978 or any similar enactment under any other relevant jurisdiction.
15.5. Save where, by law, or regulatory provision affecting the solicitors’ profession, such liability cannot be excluded, no employee will be individually liable to you either in contract or in tort. The expression “employee” means all persons currently, or previously, employed by SAS Daniels LLP, and anyone who may become an employee during our conduct of this case or any other business on your behalf. This clause is intended to benefit such employees who may enforce this clause pursuant to the Contracts (Rights of Third Parties) Act 1999. Notwithstanding any benefits or rights conferred by these Terms on any third party by virtue of that Act, the parties to these Terms may agree to vary or rescind these Terms without any third party’s consent.
15.6. Without prejudice to any other exclusion or limitation on liability (and subject to clause 15.7) , we exclude all liability for any loss or damage, whether direct or indirect, caused by any communication whether by post, fax or email being misdirected or intercepted by third parties.
15.7. Any exclusion of, or limitation on, our liability contained in these Terms shall apply to work done under these Terms and any future work unless we agree different terms with you. Without prejudice to reliance on clause 15.6 above, and subject to clause 15.9 below, any such exclusions of, or limits on, liability contained in this agreement are intended, pursuant to the Contracts (Rights of Third Parties) Act 1999, to benefit any individual members, partners, employees or consultants against whom you may seek to claim, on any ground whatsoever.
15.8. Nothing in these Terms shall exclude, restrict or prevent action in respect of any liability arising from fraud, dishonesty, or reckless disregard of our professional obligations or for death or personal injury caused by our negligence, or other liabilities which cannot lawfully be limited or excluded.
15.9. The provisions of this clause shall in any event be subject to Rule 2 of the Solicitors’ Code of Conduct, or any other similar requirements in force at the relevant time which provides that any financial limitation on liability should not be below the minimum level of cover (“Minimum Cover Amount”) required by the Solicitors’ Indemnity Insurance Rules for a policy of qualifying insurance and in any event that amount set out in clause 15.2.2 above is below the Minimum Cover Amount, the Minimum Cover Amount shall apply instead of the figure of £3,000,000 referred to in this sub-clause.
15.10. If any part of these Terms which seeks to limit or exclude liability (including provisions as to amount, or compliance or purported compliance with the money laundering provisions) is found by a court to be void or ineffective on the grounds that it is unreasonable or does not accord with any professional obligation, or otherwise, the remaining provisions shall continue to be effective.
15.11. Should you want to vary these limitations we shall be pleased to discuss it with you but we reserve the right to vary our fees costs and charges on any matter accordingly.
15.12. Our duty of care under this contract and any duty of care we may also owe as a matter of law is a duty owed to you alone. We do not owe a duty of care to any third party and assume no responsibility to any third party in respect of the performance of our duties to you.
16. Conflicts of Interest
We are subject to strict legal and professional obligations not to act for you where we have a conflict of interest. Should a conflict of interest arise, we will discuss the matter with you with a view to resolving the conflict. If we cannot, it may be necessary for us to cease acting for you on that matter or generally and you agree that in these circumstances this will not prevent us from acting for another party involved in the matter giving rise to the conflict. In the absence of a legal conflict of interest, our relationship with you will not prevent us from acting for other clients.
17. Termination
17.1. Unless our instructions are terminated in accordance with the provisions set out in clause 17.4, at all other time you may terminate your instructions to us in writing at any time but we will be entitled to keep all your papers and documents while there is money owing to us for our charges and expenses. If at any stage you do not wish us to continue doing work and/or incurring charges and expenses on your behalf, you must tell us this clearly in writing.
17.2. We will only cease working for you if we have reasonable grounds to do so. Such grounds include (but not limited to):
17.2.1. if you do not pay a bill on time or at all;
17.2.2. you fail to comply with the request for a payment on account of our fees or expenses;
17.2.3. we are unable to obtain clear instructions from you;
17.2.4. a conflict of interest arises; or
17.2.5. carrying out your instructions or continuing to work for you would infringe the law or the rules of the Solicitors Regulation Authority or any other regulatory body with whose rules we are required to or customarily comply together with any other law. If we are to terminate working with you we will tell you the reason and give you reasonable notice in writing.
17.3. Termination by you or by us for any of the above reasons will not affect our right to payment for work done up to the date of termination.
17.4. Under the Consumer Protection (Distance Selling) Regulations 2000, for some non-business instructions, you may have the right to withdraw, without charge, within seven working days of the date on which you asked us to act for you. However, if we start work with your consent within that period, you lose that right to withdraw. Your acceptance of these Terms will amount to such consent. If you seek to withdraw instructions, you should give notice by telephone, e-mail or letter to the person named in Letter as being responsible for your work. The Regulations require us to inform you that the work involved is likely to take more than 30 days.
17.5. Where we cease or suspend work on a matter we will also have the right to cease or suspend work on any other matter for you and may apply, where appropriate, to be taken off the record as solicitor for the matter. However, we would tell you before we took such a step.
18. Non-Solicitation
18.1. You undertake that for the period during which we act or provide advice in relation to any matter and for a period of 6 months after the completion of the last matter upon which we have been instructed by you, you will not:
18.1.1. solicit or entice away (or assist anyone else in doing so) any member of our professional staff with whom you or any of your employees have had dealings in connection with any matter during the 12 months immediately prior to your approach; or
18.1.2. employ any such person or engage them in any way to provide services to you whether independently or as a partner or employee of any other firm or company. This undertaking shall not apply in respect of any member of our staff who, without having been previously approached directly or indirectly by you, responds to an advertisement placed by you or on your behalf.
19. Insider Lists
19.1. If you are a company and you or any holding company of yours (“relevant company”) has any of its financial instruments admitted to trading on a regulated market in an European Economic Area member state, we recognise the obligation imposed on the relevant company in relation to insider lists including to ensure that we compile and maintain our own insider list of people at the firm acting for you and with access to inside information.
19.2. It will be your responsibility to tell us if the matter we are acting on involves us having access to inside information and what it is, but we will be pleased to advise you on what amounts to inside information for these purposes.
19.3. The partner with overall responsibility for your matter, as noted in our engagement letter, will be the principal contact for the purposes of the insider list required to be maintained by the relevant company.
19.4. We shall provide a copy of our insider list to you as soon as possible following a written request being made to the responsible partner by any person designated in our engagement letter to you as having authority to communicate with us.
19.5. If we introduce you to other professionals or consultants, their responsibility to maintain an insider list in respect of their own personnel will be direct to you and not ours.
20. Complaints
20.1. Should there be any aspect of our service with which you are unhappy, including a complaint about our charges and expenses, please raise your concern in the first place with the fee earner or partner with whom you have been dealing. He or she will be happy to provide you with a copy of our Complaints Policy which sets out details of how we handle complaints on a step by step basis.
20.2. The person with overall responsibility for complaints is our Client Care Partner; Kaye Whitby. You can contact her at: SAS Daniels LLP, 35 White Friars, Chester, CH1 1QF, Telephone: 0161 475 7676, Email: kaye.whitby@sasdaniels.co.uk. If you have not already received one, she will be happy to provide you with a copy of our Complaints Policy. In certain circumstances, you may have the right to object to our charges and expenses by applying to the Court for an assessment of the bill under Part iii of the Solicitors Act 1974.
20.3. If you remain unhappy with the outcome of your complaint after following our own internal procedure you can contact the Legal Ombudsman at PO Box 15870, Birmingham B30 9EB about your complaint and its resolution. Any complaint to the Legal Ombudsman must usually be made within 6 months of the date of our final decision on your complaint but for further information you should contact the Legal Ombudsman on 0300 555 0333 or email at enquiries@legalombudsman.org.uk. However, please note that the Legal Ombudsman will not be able to deal with any complaint if you have applied to the Court for an assessment of our charges and expenses under Part iii of the Solicitors Act 1974.
21. General Matters
21.1. Unless we agree in writing to the contrary, the advice provided and the work carried out by us in relation to any matter forming the subject of these Terms is intended to be relied on only by you and not any other third party or person.
21.2. These Terms and our services are governed by English law and you and we both submit irrevocably to the jurisdiction of the English courts in relation to any dispute between us.
21.3. Except where the context otherwise requires, each of these terms shall be regarded as independent of every other term so that if any such term or the application of any such term to any person or to any circumstance is found to be invalid or unenforceable, then such finding will not affect any other term or the application of such term to any other person or circumstance.
21.4. No variation of these Terms shall be effective unless it is in writing and is signed by one of our partners.
21.5. You will always remain responsible for any commercial decision you make and we cannot advise on the commercial or financial decisions that you make on any matter that we are instructed on.
21.6. This agreement and all rights under it may be assigned by SAS Daniels LLP.
21.7. Except as stated in these Terms neither you nor us intend any term of our agreement to be enforceable by any third party.
21.8. Unless otherwise agreed, and subject to the application of then current hourly rates, these Terms shall apply to any future instructions given by you to this firm.
21.9. We may, by one month’s written notice to you, modify these terms from time to time to reflect our current practice and/or changes to professional and other regulatory requirements which we are obliged to meet.
21.10. Although your continuing instructions in this matter will amount to an acceptance of these Terms, it may not be possible for us to start work on your behalf until one copy of the Letter has been returned to us for us to keep on our file.
21.11. Save as provided in these Terms and in relation to partners and employees who may, by virtue of Terms, rely on the limits and/or exclusions on/of liability contained in these Terms and, a person who is not a party to the terms of our engagement by you shall have no right to enforce or rely on any of its terms under the Contracts (Rights of Third Parties) Act 1999. You agree not to make our work, including any advice given to you, available to third parties without our written permission, and we accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
21.12. Any failure by us to pursue our legal rights or any relaxation of any of them shall not be taken as a waiver or compromise of any such rights.
Version No.: 05
Date: 18 October 2010
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