GENERAL TERMS OF BUSINESS OF SILVERBACK COMMERCIAL LAW SERVICES LIMITED
In these terms “the Company” and the “Firm” refer to Silverback Commercial Law Services Limited, company number 09276328, the term “Director” refers to a Member of the Company and “person” includes a corporate or unincorporated person, body or organisation. The Company is a limited company authorised by the Solicitors Regulation Authority.
The purpose of these terms is to provide all of the Company’s clients with general information regarding the conduct of work on their behalf.
Information which is specific to the type of matter which is being conducted on your behalf will be given in a separate letter or letters (“Letter of Engagement”).
Where the engagement letter is addressed to more than one client (and in the absence of any contrary indication in the letter of engagement) the liability of each client will be joint and several.
2. PEOPLE RESPONSIBLE FOR YOUR WORK
You will be notified in the separate Letter of Engagement who is responsible for carrying out the work which you have instructed the Firm to do for you. Generally, this will be a Solicitor (who may be a Director or an Associate), a Legal Executive, or Para-Legal, Consultant or a combination. If the job requires it, you will be allocated to a team of people dedicated to dealing with your matter.
Where the person dealing with your matter is not a Director, you will also be notified as to the name of the person who is ultimately responsible for supervising the work carried out for you. If it proves necessary to change the person dealing with your matter, you will be notified promptly of any such changes.
The lead person dealing with your matter will explain to you the issues raised in connection with the work involved and keep you informed of progress. If appropriate you will also be advised whether the anticipated outcome of your case will be likely to be proportionate to the likely charges and expenses and the nature of any risk involved. These issues will be reviewed with you from time to time as necessary.
Where possible you will be given a timescale for the completion of work on your matter.
3. FUNDS WHICH THE COMPANY HOLDS ON YOUR BEHALF
From time to time the Company may be required to hold money on your behalf. The Company is required to provide you with the following information in this respect:
If the Company holds money in a general client account on your behalf, or if money should have been held on your behalf but was not, then the Company will account to you for a sum in lieu of interest (gross) calculated as below. If the Company holds money in a separate designated client account on your behalf, for example where the sum held is large, the Company will account to you for all the interest earned on that account. The management separately of such funds may incur time or third party costs in dealing which the Company reserves the right to charge.
The Company will not account to you for any interest in the following situations:
• if the amount calculated is £20 or less;
• on money held for the payment of a professional disbursement if the person to whom the money is owed has requested a delay in settlement;
• on an advance from the Company into its general client account to fund a payment on your behalf in excess of funds already held for you in that account;
• if there is an agreement to contract out of the provisions of this policy. If the Company holds sums of money intermittently on your behalf, in its general client account, while acting on a matter, and the sum in lieu of interest calculated for any single period is £20 or less, it will account to you if the total interest exceeds £20. Below that sum it considers that the administrative costs of dealing with the funds would exceed the interest due.
If money is held for a continuous period, and for part of that period it is held in a separate designated client account, the Company will account to you for a sum in lieu of interest for the rest of the period when the money was held in a general client account regardless of whether it is less than £20.
The Company will usually calculate and pay interest once your matter has been concluded unless interim payments are appropriate (for example in long running trust matters).
The Company’s current rate of interest is 0.01%. The Company will review the interest rates quarterly and whenever the Bank of England changes its Bank Rate, please check the Company’s website for updated rates.
In determining the period over which interest is to be calculated, the Company will look at the following: the period between the date when the relevant funds received by the Company clear its’ account and, if it sends the funds electronically, the date when the funds are sent or, if it sends the funds by cheque, five days after a cheque is raised. The Company’s client account funds are held from time to time in the following financial institution (and/or such other financial institutions as the Company shall notify you of from time to time):
• HSBC Bank PLC
Any money which the Company holds on your behalf from time to time will be deemed to be held in such accounts in direct proportion to the percentage of the Company’s total client account funds which your money represents.
In the event of the collapse of any one or more of the financial institutions mentioned above, it is unlikely that the Company would be held liable for any losses which you suffer because of such a collapse.
The Financial Services Compensation Scheme (“FSCS”) offers compensation to individuals and some smaller businesses in respect of losses resulting from the collapse of a financial institution. Such compensation is limited to £50,000 per individual in respect of any such institution. Even if you hold other monies with the same institution then this same limit would still apply. You should also note that some institutions operate under more than one brand – the limit would apply to all brands operated by the same institution.
In the event of the collapse of a financial institution, the Company may be required to release details to the FSCS of all clients for whom it held funds at the date of the collapse together with the amount held. The Company will assume that you consent to it releasing such details, unless you inform the Firm to the contrary.
4. MONEY LAUNDERING REGULATIONS
Under legislation aimed at detecting and preventing money laundering, the Company is required:
• to obtain satisfactory evidence of the identity of its’ clients and sometimes people associated with them; and
• to report to the Serious Organised Crime Agency any evidence or suspicion it may have on money laundering (and not to disclose to its client that any such report has been made).
Any personal data we receive from you for the purposes of our money laundering checks will be processed only for the purposes of preventing money laundering and terrorist financing, or as otherwise permitted by law or with your express consent.
You consent to us retaining such data for longer than the five year statutory period, unless you tell us otherwise
5. CHARGES AND EXPENSES
You will be responsible for paying the Company’s bills even if another person or body has agreed to pay them. In some circumstances, you may have in place insurance to cover your legal expenses (whether by way of separate policy or combined with another policy such as a contents or buildings policy). You should check whether you have such cover.
If no such insurance exists it may be possible to take out separate insurance now and this is something which the Firm can discuss with you if it is appropriate.
The details of the charges and expenses to be incurred by you in connection with your matter will be set out in the Engagement Letter. However, in these terms you will find some general points of application to the methods of charging.
Whatever method of charging applies, this will include work done for you, for example and as appropriate, in meetings with you and others, any time spent travelling, considering, preparing and working on papers, correspondence, making and receiving telephone calls and any attendances at court.
Where you are being charged per the time spent on your work, you will be notified separately of the rates applicable to your work. Routine letters, faxes and e-mails written and received and routine telephone calls made and received will be charged as units of one tenth of an hour. Other letters, faxes, e-mails and telephone calls will be charged on a time basis.
The Company’s charging rates are reviewed once a year, and you will be notified in writing of any changes to the rates applicable to your matter.
In addition, the Company will re-charge to you any disbursements or out-of-pocket expenses incurred during the conduct of the matter and, unless otherwise agreed in writing, charge you at the Company’s standard rates from time to time for costs such as photocopying and faxes (where these exceed the equivalent of 10 A4 sheets at any one time), postage (where the cost of posting an individual item exceeds £3.50) and travel (mileage is charged at £0.45 per mile).
V.A.T. will be added to the Company’s charges at the applicable rate and to disbursements, where applicable.
It is normal practice to ask clients to pay sums of money, from time to time, on account of charges and expenses which are expected in the following weeks or months. This helps to manage a case, spread payments, give mutual confidence and avoid delay in the progress of the case. The Company may request further payments on account for charges and expenses as the matter progresses. You should understand that your total charges and expenses may be greater than any advance payments.
As soon as and if possible you will be provided with an estimate of the likely costs to complete your matter or to complete certain stages of your matter.
Costs estimates are given to you as a guide only and many factors may affect the amount of such estimates. Accordingly, unless specified to be otherwise, a costs estimate should not be treated as a fixed estimate.
If you wish to set an upper limit on the value of work to be undertaken then you may do so and if such an arrangement is established, then the costs will not exceed that limit without your prior authority. Once the limit is reached and further work is required then a new limit will be agreed with you.
7. BILLING ARRANGEMENTS
To help you budget, the Company may send you interim bills for its charges and expenses usually on or around the last working day of the month while the work is in progress, or at such other intervals as are agreed with you.
Usually, the Company will send a final bill upon completion of the work.
Payment of interim bills is due within seven days and payment of a final bill is due within 30 days. Or where separate agreement between you and the Company exist.
The Company shall be happy to discuss any method of payment of its charges and disbursements. The Company accepts payment by cheque of Bank Transfer.
The Company reserves the right to charge interest on the bill at 4 per cent per year above The Bank of England Base Rate, from time to time, from the date on which payment of its bill is due, if you do not pay the Company’s bill within this time, until payment. Interest will be charged daily. The Company reserves the right also to charge you for its time in pursuing you to recover any outstanding monies due to it with such charges being based on the rates applicable to the other work being undertaken for you. Where that other work is not being charged for by reference to hourly rates then the applicable hourly rates will be those rates deemed reasonable by the on the detailed assessment of costs from time to time.
There may be circumstances in which the Company may be entitled to exercise a lien for unpaid costs. This is a legal right over your assets in the Company’s possession. This means that the Company may hold on to your papers
and other assets in the Company’s possession pending payment of those costs. The rights do not confer on the Company an automatic right to sell the assets.
We do not accept money in cash. If clients circumvent this policy by depositing cash direct with our bank we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds.
9. CLAIMS BY AND AGAINST OTHER PARTIES FOR CHARGES AND EXPENSES
If you are successful in any proceedings and the costs of the matter are ordered to be paid by the other party, whilst the Company will seek to recover as much as possible in respect of its costs which fall due, the sum recovered may not cover the entirety of the charges, V.A.T. and disbursements which are due from you to the Company. The amounts recoverable may be at rates less than those which the Company is charging to you.
If you are unsuccessful in any proceedings, you may be required to pay not only the Company’s costs, but also the legal costs of your opponent, both of which will escalate as the matter progresses.
We will keep you appraised of the position as it progresses to enable you to make informed decisions on the conduct of a case or whether it is cost effective to continue with that case.
Insurance may be available to protect you against the risk of having to pay your opponent’s costs and if you wish to discuss the availability of such insurance, please contact the Firm for this purpose.
If the matter falls within the Small Claims jurisdiction, even if you are successful in a claim or in opposing a claim, you will not be able to recover your legal costs from your opponent, save for fixed costs allowed in respect of court fees and preparation of the Claim Form or any costs associated and calculated under The Late Payment of Commercial Debts Regulations 2013.
10. PUBLIC FUNDING
If public funding is available for your matter, then the Company will discuss this with you and advise you accordingly.
11. STORAGE OF PAPERS AND DOCUMENTS
The Company will keep its file of papers (except for any of your papers which you ask to be returned to you) for at least six years from the conclusion of the matter, after which the file will be available for confidential destruction.
If the Company is required to retrieve papers or documents from storage in relation to continuing or new instructions to act on your behalf, it will not normally charge for such retrieval. However, the Company may make a charge based on time spent producing stored papers or documents to you or another at your request. The Company may also charge for reading, correspondence or other work necessary to comply with the instructions given by you or on your behalf.
The Company also undertakes to store documents and files electronically and will dispose of this information every 6 years. 12. LIABILITY AND INSURANCE
The services that the Company provides are solely for you and (except with its express written agreement) no other person shall be entitled to rely on its advice or services for any purpose. It is your responsibility to identify to the Company any limits on the authority of those who are authorised to give instructions to the Company.
You agree that any claim arising out of or connected to your instructions will be brought only against the Company and not against any of its shareholders, members, partners, directors, employees, consultants, barristers, solicitors or agents even if they have been negligent. The fact that an individual person signs in his or her own name any document in the course of carrying out work for you does not mean that he is assuming any personal legal liability for that document. Each of the Company’s shareholders, members, partners, directors, employees, consultants, solicitors, barristers or agents is entitled to enforce this paragraph pursuant to the Contracts (Rights of Third Parties) Act 1999.
The Company’s total liability whether in contract, tort or otherwise, for all loss or damage arising from or in connection with your instructions, is limited to £3,000,000. This limit applies to all causes of action against the Company in respect of, or arising from, or in any way connected with, the work the Company undertake for you. Where the
Company acts for more than one client in a matter, this £3,000,000 limitation applies to its aggregate liability to all of them.
The provisions of paragraphs above shall have no application to any liability for death or personal injury, any other liability which cannot lawfully be excluded or limited or to liability arising as a result of fraud on the Company’s part.
The Company Maintains professional indemnity insurance with an insurance company that is approved by the Solicitors Regulation Authority. Summary details of its Professional Indemnity Insurance are available on written request. 13. INSTRUCTING THIRD PARTIES
We shall not be responsible for any actions, omissions, errors or deficiencies of any third parties you ask the Company to recommend or instruct on your behalf. Unless the Company agrees in writing to the contrary, you will contract directly with such third parties and be directly responsible for their fees.
Please refer to the Company’s complaints policy.
If you are not satisfied with the Company’s handling of a complaint you can ask the Legal Ombudsman (see www.legalombudsman.org.uk) to consider the complaint. Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from the Company about your complaint.
If you are unhappy about the Company’s fees at any point then, in addition to the remedies set out in the Company’s Complaints Policy, you may apply to court for an assessment of an invoice pursuant to Part III of the Solicitors Act 1974. However, the Legal Ombudsman may not consider a complaint about the invoice if you apply to court for an assessment. There are strict time limits that apply to this procedure and you might wish to take independent advice.
15. YOUR INFORMATION
We use the information you provide primarily for the provision of legal services to you and for related purposes including:
• updating and enhancing client records
• analysis to help us manage our practice
• statutory returns
• legal and regulatory compliance
Our use of that information is subject to your instructions, data protection law and our duty of confidentiality.
Please note that our work for you may require us to pass on such information to third parties such as expert witnesses and other professional advisers, including sometimes advisers appointed by another party to your matter. We may also give such information to others who perform services for us, such as typing or photocopying. Our practice may be audited or checked by our accountants or our regulator, or by other organisations. We do not normally copy such information to anyone outside the European Economic Area, however we may do so however when the particular circumstances of your matter so require. All such third parties are required to maintain confidentiality in relation to your files.
You have a right of access under data protection law to the personal data that we hold about you. We seek to keep that personal data correct and up to date. You should let us know if you believe the information we hold about you needs to be corrected or updated.
We have appointed the following person as our representative for the purposes of the Data Protection Act: Jo Tullock.
If you send us personal data about anyone other than yourself you will ensure you have any appropriate consents and notices in place to enable you to transfer that personal data to us, and so that we may use it for the purposes for which you provide it to us.
16. EXTERNAL AUDITING OF YOUR FILE
From time to time people independent of the Company may wish to review the conduct of your file for the purposes of checking upon the Company’s compliance with various external standards of service. The Company shall assume your authority to disclose your file of papers to such auditor’s subject to it being satisfied that any information which they note from those files will be kept confidential.
If you do not wish your file to be disclosed in such circumstances, please notify the Company.
You may terminate your instructions to the Company in writing at any time and the Company will be entitled to keep all your papers and documents while there is money owing to it for its charges and expenses.
In some circumstances, the Company may consider it ought to stop acting for you, for example, if you cannot give clear or proper instructions on how the Company is to proceed, or if a conflict of interest arises.
The Company may decide to stop acting for you, for example, if you do not pay an interim bill or comply with its request for payment on account or if you are in breach of the Company’s equality and diversity policy. The Company will give you 14 days’ notice if it is to stop acting for you and that notice will include full reasoning as to why that decision has been reached.
If you decide or the Company decides that the Company will no longer act for you, you will pay the Company’s charges so far incurred and in the event that arrangements were made with you for payment of a fixed fee, then you will pay the Company’s charges on an hourly basis and any expenses incurred for you subject to the amount of the “fixed fee” not being exceeded.
You should also note that termination of your instructions to the Company does not terminate your liability to pay the Company’s fees as indicated above and any charges and interest which are incurred in pursuing you for payment of any sums due to the Company.
18. COMMUNICATION BETWEEN YOU AND THE COMPANY
The Firm is confident of providing a high-quality service in all respects. If, however you have any queries or concerns about the Company’s work for you, please raise them in the first instance with the person undertaking the work for you or the person you have been told is that person’s supervisor or with whom you can raise an issue in case of difficulty. If you remain concerned about any issues please contact Joanne Tullock, the Director responsible for client care issues.
Whilst the Company endeavours to ensure that none arises, the Company must attempt to resolve problems that may arise with the services. It is therefore important that you raise any concerns you may have with the Firm immediately. The Firm values you and would not wish to think you have any reason to be unhappy with the Firm.
19. APPLICABLE LAW AND JURISDICTION
The Company’s contract with you is deemed to be made in England and is exclusively subject to English law and the jurisdiction of the English Courts.
Your continuing instructions in this matter will amount to your acceptance of these terms and those contained in any separate Letter of Engagement sent to you.
Your matter is important to the Company and Silverback Commercial Law Services Limited is dedicated to providing a high-quality service to all of its clients.
In order that Silverback Commercial Law Services Limited can maintain and look to improve its service to clients, if you have any comments upon the service which you receive from any section of the Firm, then please tell the person dealing with your matter or notify a Director. Following the completion of your matter, you may receive a questionnaire or other request for your comments upon the service which you have received and we hope that you will feel able to respond and to contribute to the Firm’s process of continuous improvement.