TERMS OF BUSINESS
Jolliffe & Co LLP is a limited liability partnership registered in England and Wales with registered number OC382089.
We are authorised and regulated by the Solicitors Regulation Authority (SRA) and our SRA ID number is 592125. This means that we are required to comply with a number of professional rules set out in the SRA Handbook which you can view at https://www.sra.org.uk/handbook/.
Our VAT registration number is 159 4827 25.
These terms may not be altered unless agreed in writing by a Partner of Jolliffe & Co LLP. 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.
The term “partner” refers to a member of Jolliffe & Co LLP or an employee or consultant with equivalent standing or to an individual with equivalent status in one Jolliffe & Co LLP’s affiliated undertakings. A list of members of Jolliffe & Co LLP and of non-members who are designated as partners and their professional qualifications is open to inspection at its registered office at 6 St John Street, Chester, CH1 1DA.
You should read these terms carefully, along with your client care letter and any other documents referred to within that client care letter, as these documents set out the basis on which we will provide services to you and form the contract between us.
By accepting these terms, you are entering into a contract with the firm.
Instructions
If we are advising more than one person (whether individuals, companies or other entities), we will, unless otherwise agreed in writing, act for those persons jointly and severally.
If you are instructing us jointly, it is your responsibility to tell us straightaway if you require more than one person to give us instructions in relation to your matter. Otherwise, we will accept instructions from any one person.
If you are a company or other commercial entity, it is your responsibility to tell us at the outset if you require more than one Director (or equivalent) to give us instructions.
Our charges
The basis for our charges will be set out in your client care letter.
Fixed fee services
If we charge on a fixed fee basis, this is based on the assumption that the work will be completed without any complications arising. If any unforeseen additional work is required, or if you change your instructions to us, we will either provide a revised fixed fee or agree that any additional work will be charged at the hourly rate of the person dealing with your matter. In either case, we will not carry out any further work until any changes to our original estimate have been agreed in writing.
Hourly rate services
If we charge on an hourly rate basis, hourly rates vary according to the experience of the person handling your matter. The hourly rates that apply to your matter are set out in your client care letter.
We review our hourly rates from time to time, we will notify you in writing of any increase.
You will be charged for time spent on your matter which will include: any meetings with you (and any third parties); considering, preparing and working on papers; correspondence; making and receiving telephone calls; research; internal consultations; and travelling. Time is recorded and charged in six minute units at the applicable hourly rate. Therefore, this is the minimum amount of time we will charge for any piece of work undertaken on your matter.
We add VAT to our fees at the applicable rate at the time that the work is completed.
Where we give you an estimate of costs, it is a guide to assist you in budgeting for your legal costs and is not fixed. We will do our best to keep you updated with the best costs information that we are able to provide at any one time. If you would like to agree a ceiling figure, above which we will not incur any further costs without your consent, please let us know as soon as possible.
Disbursements
All disbursements (expenses) which we incur in working on your matter will be payable by you in addition to our charges. Examples of these expenses include but are not limited to Land Registry and Companies House fees; search fees; Stamp Duty Land Tax (and similar taxes); fees charged by experts, agents, couriers and barristers; court fees; travel expenses and subsistence; international telephone calls; use of on-line databases; and electronic transfer payments. VAT is payable on certain expenses, which you will need to pay in addition.
Paying our bills
The frequency of billing will depend on the nature of a matter. The frequency of billing for your matter is set out in your client care letter.
Where we ask you for payment on account (payment in advance of us carrying the work out), we are not obliged to carry out any work on your matter until that payment has been made.
You must tell us straightaway if you have any form of legal expenses insurance that you think might pay for our bills.
If a third party agrees to pay our bills, you will remain responsible to us for payment until those bills have been paid in full.
Unless agreed otherwise, our bills are payable within 7 days of delivery. If we do not receive payment during this time, then we reserve the right to charge you interest on the outstanding amount at a rate which is 8%. We will also be entitled to refrain from continuing to act on your behalf and to retain all documents and papers belonging to you, together with our own records, until all amounts that you owe to us are paid.
All bills, whenever they are submitted, will be for final bills for the period to which they relate but this does not prevent us from invoicing you for expenses for that period on a subsequent bill.
If we are providing services to more than one person whether individuals, companies or entities and we are asked to deliver bills only to one person, those bills will remain payable in full by all persons that we provide services to under this contract.
Where we hold money on your behalf, because we have received funds on your behalf or you have made payment on account, we may use this money towards payment of our bills. We will advise you if we do this.
Where we act for you on more than one matter, or for you and persons connected with you in relation to the same or different matters, we reserve the right to transfer unbilled work in progress balances on closed or dormant files onto current files so that they can be billed more conveniently. In these circumstances we also reserve the right to transfer from client account any surplus funds which are held for a non-designated purpose, in satisfaction of overdue invoices on any of your other files or on files of persons connected with you. In this context, “connected” has the same meaning as in section 839 Income and Corporation Taxes Act 1988.
Where you may be entitled to be reimbursed your costs by a third party such as an insurer, you will continue to be responsible for our fees in the event that the third party does not pay them within our payment terms for any reason.
You can make a complaint about a bill using the firm’s complaints procedure which is available upon request. You may also have the right to complain to the Legal Ombudsman or to apply to the court for an assessment of the bill under part III of the Solicitors Act 1974.
Interest Policy
Where we hold money in a client account for you, the SRA Accounts Rules require us to account to you for interest where it is fair and reasonable to do so in all the circumstances.
Our interest policy shall be kept under review and may change if the bank of England base rate increases or decreases. Interest rates payable on client accounts are currently around 0.03% and the Bank of England base rate is 0.1%. Therefore, the rate of interest available on client accounts is lower than rates of interest which can be obtained on other bank or building society accounts.
For cleared funds paid into a client account, the firm shall account for interest unless one of the following circumstances apply:
- The amount of interest calculated on the balance held is £50.00 or less; or
- The client money was held in cleared funds in client account for a period of five working days or less.
We will usually account to you for interest under our interest policy at the conclusion of your matter.
Banking
The firm operates its client accounts through NatWest. It is unlikely that we will be held liable for losses resulting from a banking failure.
The Financial Services Compensation Scheme (FSCS) is the UK’s statutory compensation scheme for customers of deposit providers (banks, building societies, etc.). The FSCS can pay compensation (up to £85,000) to consumers if a deposit provider is unable, or likely to be unable, to pay claims against it. Some temporary high balances (up to £1,000,000) are also covered for up to six months; these relate to balances in transactions involving property, marriage, divorce, redundancy, unfair dismissal, personal injury, a legacy from an estate of a deceased person or money held on behalf of a deceased person for the purpose of administering their estate. Please ask for further details if you require them.
The £85,000 FSCS limit applies to an individual client, so if you hold other personal monies in the same deposit-taking institution as our client account, the limit remains £85,000 in total. Some deposit-taking institutions have several brands, i.e. where the same institution is trading under different names, so you should check with your deposit provider, the FCA or a financial adviser for more information. Further information regarding the FSCS can be found at www.fscs.org.uk, telephone number 0800 678 1100 or 020 7741 4100.
If a banking failure occurs in relation to any deposit provider which holds money that we have deposited on your behalf, you agree that we may, where applicable, disclose to the FSCS all relevant details in our possession about you and the money that we hold on your behalf with such a deposit provider. However, if you do not wish us to make any such disclosure, please notify us by writing to our Data Protection Compliance Officer, Mark Fergusson. Please note that by withholding consent to our disclosure of your details to the FSCS in such circumstances, you may forfeit any right you may have to receive compensation from the FSCS where a banking failure occurs in relation to a deposit provider holding money which we have deposited on your behalf.
Limitation of Liability
Our liability to you for a breach of your instructions shall be limited to £3,000.000 (three million pounds), unless we expressly state a higher amount in the letter accompanying these terms of business. We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses, or any damages, costs or losses attributable to lost profits or opportunities.
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.
Please ask if you would like us to explain any of the terms above.
Rights of third parties
Unless permitted to do so by law or our professional rules, a person who is not a party to this contract shall not be entitled to enforce any of its terms.
Storage of documents
After completing the work, we may be entitled to keep all your papers and documents while there is still money owed to us for charges and disbursements.
We will keep our file of your papers for up to 15 years depending on the transaction, except those papers that you ask to be returned to you. We will not destroy documents you ask us to deposit in safe custody.
If we take papers or documents out of storage in relation to continuing or new instructions to act for you, we will not normally charge for such retrieval. However, we may charge you for: time spent producing stored papers that are requested; and reading, correspondence or other work necessary to comply with your instructions in relation to the retrieved papers. Unless otherwise agreed with you in writing, those charges will be at our hourly rates applicable at that time.
Confidentiality and Data Protection
Our use of your information is subject to your instructions, the Data Protection Act 1998 and our duty of confidentiality. Therefore, we keep information passed to us confidential and will not disclose it to third parties except as authorised by you or required by law. However, if on your instruction, we are working with other professional service providers (such as expert witnesses or other professional advisors), we will assume that we may disclose any relevant information about your matter to them unless you tell us otherwise.
The firm is the data controller (for the purposes of the Data Protection Act) of personal data that you provide to us. This means that the firm has a duty to comply with the provisions of the Data Protection Act when processing your personal data. The firm has Mark Fergusson as its Data Protection Officer and he is responsible for overseeing the firm’s compliance with the Data Protection Act.
We use the information you provide primarily for the provision of legal services to you and for related purposes including (but not limited to): updating and enhancing client records; analysis to help us manage our practice; statutory returns; and legal and regulatory compliance.
If you are an individual, you have a right under the Data Protection Act to obtain information from us about your personal data, including a description of the personal data that we hold on you. Should you have any queries concerning this right, please contact our Data Protection Officer at our registered office.
Disclosure of information for property transactions
If we act for you and your lender, we have a duty to fully reveal to your lender or HM Revenue and Customs all relevant facts about your purchase, your mortgage and what makes up the purchase price. Your continuing instructions amount to your consent to us to disclose all relevant information to your lender and to HM Revenue and Customs. This includes any difference between your mortgage application and information you or we receive during the transaction including any cash back payments or discount schemes or other incentives that the seller is providing or allowing or giving to you.
You must disclose all information which may affect your liability for stamp duty land tax or other stamp duty (duty) as we can then ensure you pay the correct duty. If you fail to disclose all information (and if in doubt, please disclose it as it can be discounted if it is not relevant) you must accept full liability for any penalties or action or other proceedings that any authority may take against you for failing to disclose information which resulted in a duty or greater liability to pay such duty.
Security of communications
We may use email or other electronic means to communicate with you. This carries with it the risk of, but not limited to, interception, inadvertent misdirection or non-delivery. It is your responsibility to carry out a virus check on any attachments received. All risks connected with sending commercially sensitive or other information relating to you and/or your business are borne by you and are your responsibility
The Internet is not secure and there are risks if you send sensitive information in this manner or you ask us to do so. Data we send by email is not routinely encrypted, so please tell us if you do not want us to use email as a form of communication with you or if you require data to be encrypted.
It is very unlikely that we will change our bank account details during the course of your matter. In any event, we will never contact you by email to tell you that our details have changed. If you receive any communications purporting to be from this firm, that you deem suspicious or have any concerns about (however slight), please contact our office straightaway.
File auditing and vetting
The firm may become subject to periodic audits or quality checks by external firms, companies or organisations. This could mean that your file is selected for checking. It is a specific requirement imposed by us that these external firms, companies or organisations fully maintain confidentiality in relation to any files and papers which are audited/quality checked by them.
Referrals to third parties
If we recommend that you use a particular firm, agency or business, we shall do so in good faith and because we believe it to be in your best interests. However, if that particular firm is not another firm of solicitors, then you will not be afforded the regulatory protection of the Solicitors Regulation Authority (SRA), the SRA’s Code of Conduct and SRA Indemnity Insurance Rules, nor shall you be entitled to the benefit of the SRA Compensation Fund.
Anti-Money Laundering
In accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (‘the Regulations’), we are required to:
- Obtain information about a client’s identity and to verify that information;
- Obtain identity information about people related to a client (such as beneficial owners), where relevant, and at time verify that information; and
- Continue to monitor the transaction and keep identity information up to date.
We shall inform you in your Client Care letter whether the Regulations apply to your matter.
To comply with the law, we need to get evidence of your identity as soon as possible. Our practice is to:
In the case of individuals (including Directors, Secretaries and Share Holders of a Company or Members of a Limited Liability Partnership), we require to see and keep a photocopy of a Passport, Photo Driving Licence, or National Identity Card (or similar document) as evidence of your identity and a recent utility or council tax bill (or similar type of document) dated within the past three months as additional evidence of your address. We need to see original documents and will discuss with you acceptable documents and methods of certification if the original is not available. If we have previously acted for you, we will be required to review your identification and ensure it is up to date.
For all companies we will carry out a search of Companies House (or similar registry in foreign jurisdictions) and may ask for further information.
For non-listed companies and other organisations, we will also require the evidence for individuals for one or more Directors, Company Secretaries, Shareholders, Partners or other persons authorised to represent the organisation.
For other legal entities we will inform you of the evidence required to confirm identity.
We are professionally and legally obliged to keep your affairs confidential. However, we may be required by law to make a disclosure to the National Crime Agency where we 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.
We will not accept any liability for any loss caused to you or any other party as a result of our refusal to proceed with a matter or transaction or otherwise complying with our legal obligations.
Financial services
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 mediation 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 Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.
The Law Society is the designated professional body for the purposes of the Financial Services and Markets Act 2000, but responsibility for regulation has been delegated to the Solicitors Regulation Authority (the independent regulatory body of the Law Society), and responsibility for handling complaints has been delegated to the Legal Ombudsman. If you are unhappy with any insurance advice you receive from us, you should raise your concerns with either of these bodies.
The limited regulated activities that we carry out are issuing certain insurance policies, such as after the event legal expenses insurance, defective title insurance and other property indemnity insurance (such as breach of covenant, absence of easement, lack of planning permission, unknown rights and covenants policies).
Any insurance policy arranged by us on your behalf, shall, in our opinion, be adequate to meet your needs, but you are hereby informed that we do not recommend any policy over and above any other and that it is your responsibility to check that you are satisfied with the excess levels, exclusions, limitations and other policy terms. We do not conduct a fair analysis of the insurance market prior to arranging insurance policies. You can request details of the insurance undertakings with which we conduct business at any time.
You must provide us with details of any relevant existing insurance policies you may have at the outset. We will not be liable to you for any losses you sustain as a result of your failure to provide us with such details.
Complaints
This firm is committed to high quality legal advice and client care. If you are unhappy about any aspect of the service you have received, please contact Hugh Butler, who is a Partner at this firm on hjb@jolliffes.com or by post to our office. We have a procedure in place which details how we handle complaints which is available on request.
We have eight weeks to consider your complaint. If we have not addressed it within this time, you may complain to the Legal Ombudsman.
If you are not satisfied with our handling of your complaint you can ask the Legal Ombudsman 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 or within six years of the act or omission about which you are complaining occurring (or if outside of this period, within three years of when you should reasonably have been aware of it).
You should also be aware that, when your complaint relates to a bill, the Legal Ombudsman will not consider your complaint while your bill is being assessed by a court.
A complainant to the Legal Ombudsman must be one of the following:
- An individual;
- A micro-enterprise as defined in European Recommendation 2003/361/EC of 6 May 2003
(broadly, an enterprise with fewer than 10 staff and a turnover or balance sheet value not exceeding €2 million)
- A charity with an annual income less than £1 million;
- A club, association or society with an annual income less than £1 million;
- A trustee of a trust with a net asset value less than £1 million; or a personal representative or the residuary beneficiaries of an estate where a person with a complaint died before referring it to the Legal Ombudsman.
Legal Ombudsman Contact Details:
Address: PO Box 6806, Wolverhampton, WV1 9WJ
Telephone: 0300 555 0333
Email: enquiries@legalombudsman.org.uk
Website: www.legalombudsman.org.uk
We are committed to ensuring that all Partners, Consultants and Employees give their full co-operation to the Legal Ombudsman in the event of any dispute or complaint against the firm.
Online Dispute Resolution (ODR)
If you are a client and we have made a contract with you by electronic means (website, email, etc.) you may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. Details of this service may be found at http://ec.europa.eu/odr. Our email address for the purposes of using this service is hjb@jolliffes.com.
Alternative Dispute Resolution (ADR)
Alternative complaints bodies (such as Ombudsman Services https://www.ombudsman-services.org/, ProMediate http://www.promediate.co.uk/) and Small Claims Mediation (http://www.small-claims-mediation.co.uk/) exist which are competent to deal with complaints about legal services should both you and our firm wish to use such a scheme.
Termination
You may end this contract (and therefore, your instructions to us) at any time by writing to us by post or email. However, we may be entitled to keep all of your documents and deeds while there is money owing to us (including charges and disbursements which have not yet been billed).
We may end this contract (and, therefore, cease acting for you) in relation to any matter or all of your matters. We will only do this where we believe we have a good reason and upon informing you in writing. Examples of a good reason include where you have not given us sufficient instructions, where you have not provided appropriate evidence of identification or we reasonably believe that the relationship between you and us has broken down.
If your matter does not conclude, or we are prevented from continuing to act because of our legal obligations or our professional rules, we will charge you for any work we have actually done. Our charges will be based on our hourly rates applicable at that time (and where a fixed fee has been agreed, the charges will not exceed that fixed fee).
If we cease acting for you, we shall (where relevant) inform the court or tribunal that we no longer act for you and shall apply to be removed from their records. We may charge you for doing so at our hourly rates applicable at that time.
Cancellation rights
If you are an individual consumer (and not a business entity) and if our contract with you is a ‘distance contract’ or an ‘off premises contract’, you have the right to cancel this contract within 14 days from the day of the conclusion of the contract (the ‘cancellation period’). This right exists in accordance with The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
This right will typically exist where we take instructions from you outside of our offices, for
example during a visit to you, or by a means of distance communication such as over the telephone or by email. However, if you are unsure whether these cancellation rights apply to you, please contact us immediately upon receipt of these terms.
Please refer to the cancellation notice at the end of these terms for further information about your right to cancel and the conditions attached to the same.
Where cancellation rights apply under these regulations, we will not start work on your file for 14 days from the day of the conclusion of the contract because the regulations prevent us from doing so unless you instruct us otherwise. If you would like our service to start within 14 days of the day of the conclusion of the contract, please sign the enclosed letter, mark the relevant box stating your wishes and return a copy to us.
Once we have started work on your file within the cancellation period, on your instructions, you will be charged for any work done if you then cancel your instructions. You will have to pay us an amount which is proportionate to the work completed until we receive notice of cancellation from you, in comparison with the full coverage of this contract.
Equality and Diversity Policy
As solicitors, we have a duty not to discriminate, either directly or indirectly, against any person on the grounds of race or racial group, sex, sexual orientation, religion or belief, age or disability. We will take all reasonable steps to comply with the terms of our Equality and Diversity Policy in the progression of your matter and in all of our dealings with employees, partners, barristers, other lawyers, clients and third parties. We will be happy to provide you with a copy of our Equality and Diversity Policy upon request.
Tax and Investment Matters
We are not advising on any tax or investment aspects of your transaction (unless previously agreed in writing between us), which it is assumed will be dealt with by your tax or investment advisors. If you have none, or you have not received tax or investment advice from them, please raise this with us and we can consider with you the best way in which you should receive such advice.
Applicable law
These terms and your client care letter shall be governed by and interpreted in accordance with English law. Any disputes or claims concerning this contract and any matters arising from it shall be dealt with only by the courts of England and Wales.
If any provision of this contract is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this contract which shall remain in full force and effect.
Client Verification/Data Protection Act
In accordance with our obligations under the Money Laundering Regulations we are required to carry out client verification checks. In addition to checking your identification documents, we also carry out an electronic verification check. The providers of this verification check search of a number of databases such as the electoral roll, consumer credit information and other sources, to verify the information you have provided us with. The Data Protection Act regulations require us to obtain your consent before carrying out such electronic verification checks. The verification check will be recorded on your credit records for a limited period of time, but we are advised that this will not affect your credit score or rating. By signing the enclosed letter you consent to us to carry out this search. If you do not wish to provide consent please advise us immediately.
Right to cancel
You have the right to cancel this contract within 14 days without giving any reason. The cancellation period will expire after 14 days from the day of the conclusion of the contract. To exercise the right to cancel, you must inform us at 6 St John Street, Chester, CH1 1DA of your decision to cancel this contract by a clear statement (e.g. a letter sent by post). You may use the attached ‘Cancellation Form’, but it is not obligatory.
To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Effects of cancellation
If you cancel this contract, we will reimburse to you all payments received from you, including the costs of delivery (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us).
We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract.
We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
If you requested to begin the performance of services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated us your cancellation from this contract, in comparison with the full coverage of the contract.
Cancellation Form
COMPLETE, DETACH AND RETURN THIS FORM ONLY IF YOU WISH TO CANCEL THIS CONTRACT
To: Jolliffe & Co LLP, 6 St John Street, Chester, CH1 1DA
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following service [*]: Reference number (located at the top of the client care letter)
Date of initial instructions: ___________________________________
Name of client(s): ___________________________________
Address of client(s): ___________________________________
___________________________________
___________________________________
Signature of client(s): ___________________________________
(only if this form is notified on paper)
Date: ___________________________________
[*] Delete as appropriate.
