The Terms and the letter to which they are attached (“Engagement Letter”) govern the terms of business between Capital Law Limited and you and constitute the entire agreement between us.
The Terms and Engagement Letter may only be varied or excluded by written agreement between us.
If we are instructed by more than one client, each client is jointly and severally liable to pay our fees and to adhere to the Terms and Engagement Letter.
We will endeavour to adhere to the following service standards whilst working for you:
- Inform you of the person(s) who will be working for you and their hourly rate(s);
- Inform you of the Partner or Associate with overall responsibility;
- Keep you informed of progress and the level of costs;
- Communicate in plain language;
- Review your matter regularly;
- Advise you of any changes in the law;
- Advise you of any circumstances and risks of which we are aware or consider to be reasonably foreseeable that could affect the outcome of your matter;
- Explain the legal work required as the work progresses;
- Advise you of the likely timescale involved (where possible);
- Update you on the likely timescales for each stage of the work and any important changes in those estimates;
- Continue to review whether there are alternative methods by which your matter can be funded; and
- Update you on whether the likely outcomes still justify the likely costs and risks associated with your matter whenever there is a material change in circumstances.
We are also bound by the Solicitors’ Code of Conduct (‘the Code’) and you can access the Code at the following website address for the Solicitors Regulation Authority (‘www.sra.org.uk/solicitors/code-of-conduct.page’) or through our website (www.capitallaw.co.uk).
We can only pursue your matter and act in your best interests if you work with us at all times. What this means in practice is, for example:
- Providing us with your main objective and what you wish to achieve in the matter;
- Providing us with your clear, timely and accurate instructions throughout;
- Providing us with all documentation and other information to further your matter and which may be required to complete any transaction for you in a timely manner;
- Supplying such information and instructions within the timescales advised, as much of what we do is governed by deadlines (sometimes imposed by the Court or other parties);
- Safeguarding any documents which are likely to be required to further your matter or for disclosure in court proceedings;
- Paying our reasonable invoices in accordance with the Engagement Letter and the Terms.
3.1- Identification documents
The law requires us to obtain satisfactory evidence of the identity of our clients and sometimes people related to them. This is because solicitors who deal with money and property on behalf of their client can be used by criminals wishing to launder money. We need to have satisfactory evidence of your identity before we can act for you and examples of the documents we require are set out below (note that this list is not exhaustive, and your business may be subject to different identity checks).
Photo identification – We will require at least one of the following:
- Current signed passport;
- EEA member state identification card;
- Current UK or EEA full driving licence (including photo card); or
- Photo registration cards for self-employed or partnerships in the construction industry (C1S4).
Address identification – We will require at least one of the following:
- An up to date electoral register search result;
- a utility bill (not a mobile phone bill) not less than three months old;
- Council tax bill for current year;
- Current full UK driving licence;
- Bank/Building Society statement with current address;
- Recent mortgage statement;
- Local Council or Housing Association rent card or tenancy agreement; or
- Inland Revenue self assessment statement or tax demand.
Private limited companies and unlisted public companies will need to provide all of the following:
- Certificate of Incorporation;
- Memorandum and Articles of Association;
- Passport or photo driving licence for certain directors, in particular the director who is instructing us on your behalf;
- A recent utility bill or bank statement showing the name and home address for certain directors, in particular the director who is instructing us on your behalf; and
- A list of the shareholders or anyone holding a beneficial interest in over 25% of the shares of the company or otherwise exercising control over the company.
Where possible, you should provide originals of the above documents. We will then photocopy the documents for our file and return the originals to you. We do not accept any liability arising out of lost documents and, therefore, suggest that they are delivered to us by hand or sent by recorded delivery.
3.2- Other issues arising
We are professionally and legally obliged to keep your affairs confidential. However, solicitors may be required by statute to make a disclosure to the National Crime Agency (“NCA”) where they know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop working on your matter for a period of time and may not be able to tell you why.
Electronic searches to verify your identification
We reserve the right to undertake further electronic searches to satisfy ourselves as to your identification. This is to ensure compliance with the current Money Laundering, Terrorist Financing and Transfer of Funds Regulations. We will validate your name, address and other personal information supplied by you against appropriate third party databases. By accepting the Terms you consent to such checks being made. In performing those checks personal information provided by you may be disclosed to a registered Credit Reference Agency which may keep a record of that information. That is done purely to confirm your identity. A credit check is not performed and your credit rating will be unaffected. All information provided by you will be treated securely and strictly in accordance with the Data Protection Act 2018.
4.1- Our internal complaints procedure
If you have any concerns about any aspect of the service you have received or about the bill, please contact the person with day-to-day conduct of your work or the partner or associate with the overall responsibility for the work. If your concerns cannot be resolved at that stage, you should set them out in writing to Ms. Elin Pinnell, email@example.com, the Partner responsible for handling any formal complaint made against us.
We endeavour to resolve complaints internally. They will be dealt with sympathetically and promptly and we will work with you to reach a satisfactory conclusion.
We have eight weeks to consider your complaint.
4.2- Role of the Legal Ombudsman
If we are unable to resolve your complaint or have not resolved it within the eight week period above then you can have the complaint independently looked at by the Legal Ombudsman. The Legal Ombudsman investigates complaints about poor service from lawyers.
The Legal Ombudsman can investigate complaints up to six years from the date of the problem happening or within three years of when you found out about the problem. If you wish to refer your complaint to the Legal Ombudsman this must be done within six months of our final response to your complaint. If you would like more information about the Legal Ombudsman their contact details are as follows:
PO Box 6806, Wolverhampton, WV1 9WJ, or by telephone to 0300 555 0333.
Do not send original documents to the Legal Ombudsman. They will scan any documents you send to make computer copies and then destroy the originals.
If we instruct a barrister on your behalf, you will also have the right to complain about the barrister to the barrister’s chambers and ultimately to the Legal ombudsman. By instructing us you give us the authority, if we feel it is in your best interests, should we instruct a barrister on your behalf, to pass your contact details to the barrister’s chambers in order that they may provide you with details of their complaints procedure.
4.3- Our Professional Indemnity Insurers
You can obtain details about the name of our professional indemnity insurer, their contact details, and the territorial coverage of the insurance upon request at our offices.
Please also refer to the exclusion and limitation of liability provisions at clauses 16 and 17 below.
5.1- Method of Calculation
Each lawyer has an hourly rate, which is set out in the Engagement Letter. Time is charged in units of 1/10th of an hour. However, we may charge a premium if, for example, our lawyers have to put in extra effort to complete your matter, perhaps by working outside normal working hours or as a matter of urgency requiring other clients’ work to be reorganised, or if your matter involves some complex, difficult or unusual aspect.
Hourly rates will form the basis of our charges unless we have agreed a fixed fee or an alternative method of charging. Hourly rates are reviewed regularly and we will notify you of any increases.
5.2- Additional Costs
The following will be added to our fees:
- VAT (Value Added Tax) at the rate applicable;
- Disbursements (i.e. amounts we pay on your behalf) such as, barristers’ fees, experts’ fees, overseas lawyers’ fees, purchase of statutory books and corporate seals, search fees, registration fees, stamp duty and third party accounts. Where appropriate we will obtain a firm figure or cap the amount of the disbursement;
- Expenses such as travelling, subsistence, bulk photocopying and binding charges, special and recorded delivery charges and couriers. These expenses may not be shown separately on your bill but will be added to and included in our total fee for legal services;
- Storage costs. Providing secure storage, or storage for large volumes of your documents, which will be more expensive than normal storage in a warehouse;
- The cost of work carried out after completing the matter we were instructed to carry out, for example filing Companies Act forms at Companies House;
- The costs of providing a formal Legal Opinion letter to you or any third party (if an Opinion is required, we will discuss the costs involved with you); and
- An additional fee in respect of re-addressing our advice to any other party or advisor in the matter. This is because we may incur additional obligations and liabilities to such parties as a result of re-addressing our advice to them.
These are referred throughout the Terms as “Additional Costs”.
5.3- Estimates and Fixed Fees
Any time or cost estimates provided to you are not binding upon us. Our estimates are only intended to be rough guides based on our assessment of the circumstances at the time the estimate is given. We reserve the right to amend any estimate given and are likely to do so, in any event, as the matter progresses.
If you would like to agree a fee limit or a fixed fee, please contact us immediately so that we can advise you about a realistic figure. Any fee limit or fixed fee must be agreed in writing.
5.4- General Assumptions
These are the assumptions we have made, in addition to any specific assumptions we mention to you, in scoping our work for you and calculating our fees. If they turn out to be incorrect, then our scope of work and fee may change.
- The project remains as set out in the Engagement Letter (“the Project”). If its terms change we will need to review our proposal and will be very happy to do so.
- The Project will complete in a timely fashion and negotiations will not become protracted.
- The negotiation is conducted in a co-operative manner and there are no material issues on which the parties cannot agree an effective compromise. We will not be required to review and negotiate numerous drafts and/or attend numerous round table all parties meetings.
- The consent of any relevant regulator can be obtained simply and quickly, without the need to provide substantial verified information to that regulator.
- There are no negotiations or investigations relating to: (i) environmental; (ii) competition law; (iii) regulatory; (iv) health and safety; or (v) property issues.
- We do not provide taxation, corporate finance or pensions advice, or advice of any sort in any jurisdiction other than England & Wales. We can procure this advice as and when needed.
6.1- Issue of Bills
We will bill you each month unless we inform you otherwise. Bills will cover time booked to the file in the period together with Additional Costs. Time and Additional Costs which have not been allocated to your matter when the bill is drawn will be included in the next bill.
All bills are issued in pounds sterling which must be paid on the basis that we receive the same amount in pounds sterling without deduction of any amount, including (but not limited to) any charges rendered by the originating bank or our bank for the conversion to pounds sterling of any other currency. In the event that our bank renders charges for converting any payment made by you (or on your behalf) in any currency other than pounds sterling, you are responsible for reimbursing to us all and any such charges in full immediately.
Our bills will be sent to you by email to the email address that you have provided us with. Bills will not be posted to you unless you specifically request that we do so.
6.2- Payments on account and monies held on your behalf in our client account
We may ask for a payment on account of fees and Additional Costs both at the outset and as the matter progresses. Once an invoice has been rendered, the money on account will be used to pay it and you should send further funds to replenish the money on account. Your liability in respect of payment of our fees relates to the invoices rendered to you and cannot be capped by any money paid on account of fees.
Once our work for you has been completed and all of our invoices have been paid (including outstanding invoices on other matters for you), any remaining money held on account will be returned to you.
You should never make payments directly into our client account (i.e. sums not for payment of our fees) without prior notification to the person with conduct of your matter. If money is sent to our client account by you or on your behalf, without our prior knowledge, we reserve the right to remit it back to the sending bank as soon as reasonably practicable. We will never allow a client to use our client account to hold funds if there is no underlying transaction, so please do not request that we do so.
We have explained above that we are obliged to comply with the current money laundering legislation. In suspicious circumstances, we will be obliged to make a Report to NCA, and then we may not be able to return the funds to you or the sending party, if different.
We may refuse to accept payment from you by any method of funds which you wish to be placed in our client account, whether paid to us in cash, by banker’s draft, traveller’s cheques, telegraphic transfer or by any other means of payment.
As a matter of policy, we do not accept any amounts paid in cash, whether as part of a transaction or in or towards settlement of our fees. If you try to avoid this policy by depositing cash directly with our bank, we may decide to charge you for any additional checks we decide are necessary to prove the source of the funds.
Where we have to pay money to you, it will be paid by cheque or bank transfer. It will not be paid in cash or to a third party.
6.3- Payment of Bills
Our bills are to be paid within 14 days of the date of the invoice.
All bills are issued in pounds sterling which must be paid as such in the basis set out in paragraph 6.1.
If any invoice remains unpaid after the date for payment, we have the right to cease acting for you immediately (and cease acting on any other matters we may be dealing with on your behalf) and charge interest on the outstanding sum(s) at 8% per annum from the date of the invoice(s).
We reserve the right to invoice you in respect of any Disbursements or other Additional Costs that come to our attention after a final invoice has been rendered.
If we take court proceedings against you because you do not pay our bills, we will also seek payment of the costs we incur in those proceedings.
As our client, you are responsible for payment of the bill (unless we have agreed in writing to the contrary) even if:
- we have agreed to send the bill to a third party; or
- you are insured; or
- someone else has also agreed to pay your costs.
You will be responsible for paying our fees in full regardless of any order for costs made against an opponent. In practice, successful litigants usually only recover around 60-70% of their total legal costs from an opponent.
If you are involved in court proceedings, you could be ordered to pay your opponent’s legal costs, as well as bearing your own, if you lose. This could also happen if you refuse an opponent’s offer, which they go on to beat at trial, or if you unreasonably refuse Alternative Dispute Resolution (e.g. mediation) prior to or during those court proceedings.
Even if you obtain a court judgment or other order against an opponent, there is a risk that they may be unable to satisfy the judgment or pay your costs. If your opponent is receiving Community Legal Service funding, we are unlikely to get any money from him or her.
6.4- Our VAT Number
Our VAT number is as follows: 287 1463 77.
6.5- Right to object to our bills and assessment
You have a right to object to any bill we render to you and apply for an assessment of the bill under Part III of the Solicitors Act 1974.
However, we would encourage you to try and resolve any queries about the bill with us in the first instance (either through the lawyer with day-to-day responsibility for your matter or the partner with overall responsibility of your matter, as set out in the Engagement Letter).
We do not carry out any legal aid or other public funded work.
Your legal costs might be covered by a third party (such as your employer or a trade union) and you should check whether this is the case. If you do have such cover, please notify us immediately.
Similarly, your liability for costs (both ours and your opponent’s) could be covered by existing insurance (for example, through a commercial insurance policy, a director’s liability policy or a personal insurance policy). If you do have such cover, please notify us immediately.
It is sometimes possible to purchase insurance against payment of your and your opponent’s legal costs after an issue or dispute has arisen and has been determined by a court or other similar body. This is normally referred to as ‘after the event insurance’. If you would like to investigate whether or not you would be eligible for such a policy, please notify us immediately.
We are able to communicate with you by e-mail as well as fax, post and telephone. Unless you let us know to the contrary, we will assume that you are happy for us to communicate by e-mail, even though we cannot guarantee the security or confidentiality of e-mail communication.
We are entitled to keep all your papers and documents until you have paid all amounts you owe us including our Fees and any Additional Costs (see 5.2 above).
Once you have paid our bills, we will keep our file of papers (except for any of your papers which you ask to be returned to you) for not less than 6 years after the date of completion of our last instructions from you on that matter, at which point we reserve the right to destroy the file. This requirement does not apply to exempt clients under the money laundering regime, for example insurer clients. We keep files on the understanding that we can destroy them 6 years after the date of the final bill.
We will not destroy documents or papers which you specifically ask us to deposit in safe custody or to retain for a specific period of time. We reserve the right to charge a fee for the storage of documents in safe custody or for the storage of documents for a specific period of time.
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 to cover (a) our time and expenses in producing stored papers or documents to you or another at your request and (b) reading, correspondence or other work necessary to comply with your instructions in relation to the retrieved papers.
We are not aware of any conflict of interest that prohibits us from acting for you. If we become aware that a conflict exists, or may arise during the course of your matter, we will contact you immediately to discuss how to proceed in the light of this conflict.
Sometimes we ask other companies or people to do photocopying on our files to ensure this is done promptly.
We will always seek a confidentiality agreement with these outsourced providers. If you do not want your file to be outsourced, please tell us as soon as possible.
Recent changes to the laws in England and Wales in relation to tax require advisers to notify HM Revenue and Customs when they become involved in promoting certain tax schemes. In order to comply with our legal obligations we reserve the right to make a notification if we reasonably believe that we should and in such a way if we believe is appropriate.
Solicitors are under a professional and legal obligation to keep the affairs of clients confidential. This obligation, however, is subject to a statutory exception: recent legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain circumstances to disclose information to NCA. Where a solicitor knows or suspects that a transaction on behalf of a client may involve money laundering or terrorist financing, a solicitor may be required to make a disclosure. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made or of the reasons for it. We may have to stop working on your matter for a period of time and may not be able to tell you why.
External firms and organisations may conduct audit or quality checks on our practice. These external firms or organisations are required to maintain confidentiality in relation to your files.
If we are acting for you and your bank/building society in connection with a proposed property transaction, we have a duty to fully reveal to your lender all relevant facts about the purchase and your mortgage. This includes any differences between your mortgage application and information we receive during the transaction and any cash back payments or discount schemes that a seller is giving you.
We are an ancillary insurance intermediary which means we can arrange insurance contracts for our clients. We act on your behalf, not on behalf of the insurance company. We are not authorised by the Financial Conduct Authority. However, we are 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, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/firms/financial-services-register.
You may terminate your instructions to us in writing at any time. If you owe us money for our fees and any Additional Costs (see 5.2 above) we will be entitled to keep your papers and documents until those debts are fully discharged. We will send you a bill for our time spent on the matter to date; this includes circumstances where the fees are conditional upon some event and our conditional or contingency fee arrangement with you entitles us to send you a bill.
We may decide to stop acting for you at any time e.g. if we are unable to obtain clear instructions or if you do not pay an interim bill on any matter where we are instructed to act on your behalf (This includes matters where we have been instructed under a conditional or contingency fee arrangement and such an agreement entitles us to stop acting for you and to bill you in those circumstances). We will give you reasonable notice that we will stop acting for you. If this occurs we are entitled to retain your papers and documents until all outstanding fees and expenses have been paid and you will pay our charges up until that point. These are calculated on an hourly basis plus expenses or by proportion of the agreed fee as set out in the Summary.
If you fail to provide us with sufficient documentary evidence to satisfy our regulatory requirements as to your individual and/or corporate identity, we may terminate our retainer with you immediately without prior notice.
- Our total liability to you for a breach of your instructions (whether in contract, tort (including negligence or breach of statutory duty), statute or otherwise) shall be limited to three million pounds (£3,000,000) including any legal or other fees you incur (“the Liability Limit”), unless we expressly state a higher amount in the Summary. We can only limit our liability to the extent the law allows. In particular, we cannot limit our liability for death or personal injury caused by our negligence.
- Any claims against us must be made within 18 months of the date on which we complete the work or cease acting for you and must be made in writing providing sufficient detail to enable us to consider the merits of your claim. Unless we have already settled that claim with you, you must also commence proceedings within 2 years of the date on which we complete the work or cease acting for you.
- We will only be liable to you for any reasonably foreseeable losses directly caused by our negligence (and up to the ‘Liability Limit’ as defined below) and which have been processed in accordance with the timescales set out above.
- Notwithstanding any other provision of the Terms and the Engagement Letter, we will not under any circumstances be liable to you in contract, tort (including negligence and breach of statutory duty), statute or otherwise for any indirect or consequential losses (including but not limited to pure economic loss, loss of profit, loss of business, contracts, revenues or savings and like loss, including any increased costs and expenses).
- Any exclusions from and limitations of liability set out in the Terms and Engagement Letter shall be considered to be severable. The invalidity or unenforceability of any one term shall not affect the validity or enforceability of any other term.
- You accept and acknowledge that our services are being provided by ‘Capital Law Limited’, which is a company registered in England and Wales with number 05841213. A list of the directors’ names is available for inspection at our registered address. Any reference to a partner is not a reference to a director, but to a senior employee or consultant who is a lawyer of equivalent standing. You hereby acknowledge that our services are being provided by our partners, employees, consultants and other staff for and on behalf of ‘Capital Law Limited’ and that they are not providing those services in any personal capacity to you. Consequently, you hereby consent and waive any rights which you may have to claim directly against any partner, employee, consultant or other member of staff of ‘Capital Law Limited’.
- Where we work with a professional firm which limits its liability in any way, our liability in relation to that matter shall be limited to the amount which would have applied had the other professional firm not so limited its liability.
Please ask if you would like us to explain any of the terms above.
We hold client money in designated Capital Law Limited Client Accounts (each a “Client Account”) with banks regulated by the Financial Conduct Authority where it will earn interest. You are entitled to any interest accrued unless such interest is minimal.
We do not accept any liability in respect of your funds held in a Client Account, in the event of a bank’s collapse. In the event of such collapse it may be possible for us to make a claim under the Financial Services Compensation Scheme (“FSCS”) in respect of money that was held in a Client Account on your behalf. We will seek your consent before we share any of your information with the FSCS.
Capital Law Limited is committed to promoting equality and diversity in all of its dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.
You will not be entitled to assign the benefit or delegate the burden of the Terms or Engagement Letter without our prior written consent.
If you have engaged us in a personal capacity and are not acting on behalf of your trade, business, craft or profession, then you may be entitled to a 14 day cooling off period during which you may cancel the contract if any of the following circumstances apply, we:
- met with you somewhere other than at our offices, and at that meeting we agreed to act in this matter.
- met with you somewhere other than at our offices and at that meeting you asked us whether we could act in this matter. At some point after that meeting we agreed to act.
- personally and individually addressed you somewhere other than at our offices and immediately afterwards effected the contract either in our offices or by telephone or email.
- agreed to act for you in this matter during an excursion that we organised.
Should you wish to cancel the contract, please do so in writing. A cancellation form can be found at https://www.capital-law.co.uk/about/tsandcs. However, if you would like us to start work within that 14 day period, you must confirm this to us in writing. A start-work-early request form can be found at https://www.capital-law.co.uk/about/tsandcs.
Please note that if you ask us to start work before the end of the 14 day period, you will be liable to pay us for any work done prior to any subsequent cancellation. If you have authorised us to start work early, your right to cancel is lost if all the work is completed before you cancel.
In the event that any provision of the Terms or Engagement Letter are found to be wholly or partly illegal, invalid or unenforceable, that provision shall be deemed to be struck out and the parties shall in good faith replace the provision with one which reflects as nearly as possible the spirit and intention behind that illegal, invalid or unenforceable provision. No other provision of the Terms or Engagement Letter shall be affected and each shall remain legal, valid and enforceable.
The Terms and Engagement Letter are governed by English and Welsh law and any dispute arising out of the terms will be subject to the exclusive jurisdiction of the English and Welsh courts.