Terms of Business

1. OUR CONTRACT

2. DEFINED TERMS

3. OUR AUTHORITY AND SERVICES

4. YOUR RESPONSIBILITIES

5. CLIENT CARE CODE

6. COMPLAINTS

7. HOURS OF BUSINESS

8. FEES AND EXPENSES

9. OUR INVOICES

10. INTEREST POLICY

11. CONFLICT OF INTEREST

12. INFORMATION AND CONFIDENTIALITY

13. CUSTODY, RETENTION AND TRANSFER OF DOCUMENTS

14. INTELLECTUAL PROPERTY RIGHTS

15. JOINT INSTRUCTIONS

16. LIABILITY

17. PROPORTIONATE LIABILITY

18. EXCLUSION

19. LOSS OF PROFIT

20. EXCEPTIONS

21. TERMINATION

22. GENERAL

23. LAW AND JURISDICTION

24. QUALITY STANDARDS

25. DISCLAIMERS

26. DATA PROTECTION

27. REGULATIONS AFFECTING YOUR CANCELLATION RIGHTS

28. INSURANCE

29. FINANCIAL SERVICES COMPENSATION SCHEME

30. SECURITY

31. ACCEPTANCE

If you require this document in larger print, please ask your contact at the firm.

We aim to offer our clients quality legal advice with a personal service at a fair cost. We hope it is helpful to you to set out in this statement the basis on which we propose to provide our professional services. We are subject to the regulation of the Solicitors Regulation Authority whose rules can be consulted at www.sra.org.uk/solicitors/standards-regulations

1. OUR CONTRACT

1.1 Extent

These Terms of Business issued by Gough Thorne LLP Solicitors (“the Firm”), as supplemented and/or amended by any relevant Engagement Letter; apply to each Matter we work on for you.

1.2 Variation

No variation of these Terms shall be effective unless it is in writing and is signed by one of our Directors.

2. DEFINED TERMS

In these Terms of Business: –

“the Firm”

the Firm means Gough Thorne LLP Solicitors (a limited liability partnership registered in England and Wales with registered number OC399280) whose registered office is Regency Court, Suite D, 224 Upper Fifth Street, Milton Keynes, MK9 2HR.

“Associated Entities”

means (where you are a body corporate) your shareholders, directors (as individuals not acting together as the Board), officers and employees, subsidiaries, parent companies, and subsidiaries of parent companies, and (where you are a trade association) your individual members;

“Documents”

means Documents Held For You, Our Documents and Your Documents;

“Documents Held For You”

means documents we create or receive on your behalf (including communications from or with third parties, notes of conversations and meetings, and draft and final documents);

“Engagement Letter”

means, in relation to any Matter, the letter (or other agreement) recording the basis of our engagement;

“Force Majeure”

means any circumstance beyond the reasonable control of the party affected by it and includes telecommunications failure, power supply failure, terrorism, fuel strikes, severe weather, computer breakdown, failure of suppliers to meet delivery requirements, industrial disputes and absence of personnel due to illness or injury;

“Matter”

means any specific transaction, dispute or issue in relation to which you ask us to provide Services whether or not it has been defined in an Engagement Letter or other agreement;

“Our Documents”

means documents (other than Documents Held for You) which we create or receive for our benefit (including copies of our letters to you, your letters to us, notes of telephone conversations and meetings with you for which we have not charged you, and our preliminary drafts, research materials and internal notes);

“Director”

means a director of the Firm;

“Services”

means all services we provide to you in relation to the relevant Matter;

“We”, “us”, and “our”

means or refers to the Firm;

“You”

includes the addressee of the relevant Engagement Letter and any other person identified in the Engagement Letter as our client and “your” shall have a cognate meaning; and

“Your Documents”

means documents which you give or lend to us to enable us to provide Services.

3. OUR AUTHORITY AND SERVICES

3.1 Our Authority

3.1.1

You give us full authority to act for you to the fullest extent necessary or desirable to provide the Services. In particular, we may engage other third parties and otherwise incur on your behalf reasonable expenses of a type which it is necessary or desirable to incur in relation to the Services in question.

3.2 Our Services

3.2.1

The Director at the Firm named in any Engagement Letter as the “Supervising Director” will be the Director primarily responsible for the provision of our Services. That Director has complete discretion to deploy such staff as she/he deems necessary or desirable to ensure appropriate delivery of the Services.

3.2.2 Our office is located at:

Registered office: Suite D, 224 Regency Court, Upper Fifth Street, Milton Keynes MK9 2HR tel.01908 909910

Wales office: 1 Hanbury Square, Bargoed, Caerphilly County Borough CF81 8QQ tel. 01443 831721

The company directors are Vishal Sharma, Sandeep Sidhu and Lorraine Thorne

3.2.3

We only advise on the Laws of England and Wales. If you require advice on the laws of other jurisdictions, we will, with your agreement, instruct lawyers practising those laws to give such advice, on the same basis as we engage other third parties on your behalf.

3.2.4.

Our role is as legal adviser and therefore it is not generally part of our function to give advice on the merits of investment transactions or the taxation consequences of a transaction or to act as a broker or arranger. Accordingly, we have assumed that your decision to discuss or negotiate any particular transaction, and any decision actually to enter into any transaction, will be made by you on the basis of your own assessment of the business, financial, taxation and policy aspects of the matter. In any event, it is not part of our role to communicate invitations or inducements to engage in investment activity on behalf of clients, and therefore nothing we, or any of our partners or employees, say (by whatever means of communication) or do, should be construed as an invitation or inducement to you, or to anyone else, to engage in investment activity.

4. YOUR RESPONSIBILITIES

4.1

As the work we do on your behalf (your ‘matter’) progresses we will:

Act in your best interests and keep your information confidential at all times;
Communicate with you in plain language;
Advise you on the likely timescale of the matter, where it is possible to do so, and keep you informed of any changes to it;
Do our best to reply quickly to correspondence;
Keep you informed of progress and the work that we are doing on your behalf, including any changes to the law that might have a bearing on your instructions;
Tell you about any delays and explain the reasons;
Explain the effect of any important documents;
Tell you about staff changes that might affect you;
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;
Update you on the costs position and tell you if our original costs estimate needs to be reviewed.

4.1.1

You can help us by:

Giving us clear instructions;
Safeguarding any documents that will be important in this matter;
Letting us know if you are unsure over any aspect of your matter;
Telling us about any important time limits that you are under, or if you are going to be away for any length of time;
Responding promptly to any questions that arise.

Where we act for two or more clients jointly it is on the understanding that we are authorised to act on instructions from either, both or any of them.

5. CLIENT CARE CODE

We set out below our complaints handling procedure. Thankfully, this has rarely been of interest to our clients, but we take this opportunity to ensure that you are fully acquainted with it.

5.1 Code

We want you to be happy with every aspect of our Service. We therefore operate a Client Care Code, the principles of which are as set out below: –

5.1.1

We are committed wholeheartedly to the professional standards laid down by the Solicitors Regulation Authority.

5.1.2

The Client Care Letter / Engagement Letter notifies you of the following details: –

5.1.2.1

the name of the person or persons who is/are dealing on a day to day basis with your matter; and

5.1.2.2

the name of the Supervising Director;

5.1.3

You will be told the name of the new conveyancer if the matter is transferred from one conveyancer to another.

5.1.4

We cannot guarantee that the conveyancer or Supervising Director will be available on demand, but we will do our best to get back to you promptly and efficiently.

5.1.5

You will be informed of the progress of your matter and the reason for any serious delay.

5.1.6

If you do not understand anything, please always ask. We will explain any important document; if you still are unclear as to the position, please say so. We want you to be fully informed and happy;

5.1.7

Please discuss directly with your conveyancer or Vishal Sharma (Partner and Director) if you are not able to pay the balance of the fees / disbursements via your bank account. 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 bank transfer. It will not be paid in cash or to a third party.

6. COMPLAINTS

Please tell us if you are not happy with any aspect of the service or a bill that you have received. We would ask you initially to raise any queries or concerns about our work for you with the lawyer responsible for the day-to-day handling of your work, or their supervising partner if applicable. Either of these persons will do their best to resolve any problems quickly and to your satisfaction. If they are unable to do so, however, or if you would prefer to speak to someone else about it, then please contact Vishal Sharna setting out the nature of your complaint. We will endeavour to deal with any complaint as soon as practicable. You can contact him by post at Suite D, 224 Regency Court, Upper Fifth Street, Milton Keynes, MK9 2HR or by e-mail at Vishal.Sharma@goughthorne.com. It is helpful if you put your concerns into writing, but if you would prefer not to, or if you would find it difficult to do so, he can be contacted by phone at 01908 909 910. A copy of our complaints handling procedure is available on request.

If we are unable to resolve the complaint between us, you may refer the issue to the Legal Ombudsman. The Legal Ombudsman’s contact details are:

Telephone: 0300 555 0333
Minicom: 0300 555 1777
E-mail: enquiries@legalombudsman.org.uk
Website: www.legalombudsman.org.uk
Address: Legal Ombudsman, PO Box 6806, Wolverhampton WV1 9WJ

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.

In addition, you should be aware that the Legal Ombudsman will not accept your complaint if:

more than six years have elapsed from the date of the act or omission giving rise to the complaint; or
more than three years have elapsed from the time when you should have known about the complaint; or
the date of the alleged act or omission giving rise to the complaint was before 6th October 2010.

You may also be able to object to our bill by applying to the Court for an assessment under Part III of the Solicitors Act 1974. If you exercise this right, you would be prevented from making a complaint to the Legal Ombudsman. In addition, if you apply to the Court for an assessment and if all or part of the bill remains unpaid at the end of that assessment, we are entitled to charge interest. There are strict time limits that apply to this process and you may wish to seek independent legal advice.

The Solicitors Regulation Authority can help if you are concerned about our behaviour. This could be for things like dishonesty, taking or losing your money or treating you unfairly because of your age, a disability or other characteristic.

7. HOURS OF BUSINESS

Normal hours of opening at our office is between 9.00amto 5:30pm on weekdays. We are closed on Public Holidays.

8. FEES AND EXPENSES

8.1 General

8.1.1

You will be responsible for paying our professional fees and all the third-party expenses we incur in the course of providing the Services).

8.1.2

We may use your money held on account of costs to pay expenses incurred on your behalf even though not yet invoiced to you. We will not be liable to pay any disbursement on your behalf unless you have put us in funds to do so when this has been requested.

8.1.3

We may transfer some of the money on account that we hold for you to repay ourselves for any expenses that we have since made on your behalf from our own business account. This might involve payments for expenses such as stamp duty or court fees, for example. In these circumstances we will not issue you with an interim invoice at the time but we will account fully to you for all of the costs and expenses arising in your matter at the end of the matter at the latest.

8.1.4

VAT will be charged at the appropriate rate on all fees and expenses.

8.2 Limited Companies

When accepting to act on behalf of a limited company, we may require a Director and/or Controlling Shareholder to sign a form of personal guarantee in respect of our fees and expenses. If such request is refused, we will be entitled to stop acting and require immediate payment of our fees on a time spent basis and expenses as set out above.

8.3 Payments on Account

8.3.1

We may require you to make a payment to us on account of our fees and expenses at any time and on more than one occasion. Money paid on account which is not subsequently required for fees and expenses will be returned promptly. We shall account to you for interest in accordance subsection 10 below.

8.3.2

We are not obliged to credit payments on account against interim invoices but may do so if you fail to make prompt payment.

8.3.3

We accept payments via BACs payment.

8.4 Quotations and Estimates

8.4.1

The provision of figures (orally or in writing) from time to time for the likely cost of a piece of work is an estimate only and does not constitute a contract to carry out the work at that cost.

We may, in accordance with professional guidelines, also charge a premium where reasonable to do so to take account of the nature, complexity, value and urgency of the services and other criteria specified in those guidelines. In addition, we will charge you for any expenses we incur on your behalf (‘disbursements’) such as travel, counsels’ fees, and agents’ charges.

8.4.2

The provision of a written quotation for work constitutes an offer to carry out the work at that cost and does not become a contract until you accept the quotation or a defined part of it.

8.4.3

VAT is payable in addition at the applicable rate (currently 20%). Any changes in our charging rates will be notified to you in advance. Our VAT registration number is 357869436.

8.4.4

Where we carry out work which falls outside the scope of an accepted quotation (or of an estimate which is subsequently incorporated into a contract between us) we may charge fees in accordance with the list of potential additional charges within these terms of business or as otherwise agreed with you, in addition to the quoted or estimated fee. We may also charge additional fees on the same basis for work within the scope of such a quotation or estimate which is made more time consuming, onerous or urgent as a result of: –

8.4.4.1

circumstances or information which we did not know or could not reasonably have anticipated at the time of the quotation or estimate (whether or not you were aware of them/it); or

8.4.4.2

your, or your agents’, act, or omission.

8.4.4.3

We may enter into a referral agreement with an estate agent from time to time. When we have entered into a referral agreement with an estate agent in relation to your matter, details of such referral agreement will be set out in your legal fees quotation. A copy of any referral agreement that has been entered into by us and an estate agent in relation to your matter will be made available to you upon your written request.

8.4.4.4

If we are charging you on an hourly basis then our hourly rates will be set out in your letter of engagement and this rate will vary according to the level of seniority and expertise of each adviser. VAT will be added. The rates are normally reviewed annually but we reserve the right to alter rates at other times. You will be notified of any changes to the rates. If you wish to cease instructing the firm as a result of any change in fees you must notify us in writing.

9. OUR INVOICES

9.1 Frequency of Invoices

9.1.1

Property transactions: We will normally send you our bill following the exchange of contracts and payment is required on a purchase prior to completion, and at completion on a sale. If sufficient funds are available on completion, and we have sent you a bill, we will deduct our charges and expenses from the funds.

We reserve the right to charge interest on any invoices not settled on completion at 8% over the base rate of Lloyds Bank plc. We must be in receipt of cleared funds from you to cover all costs and expenses (including stamp duty) prior to completion.

9.1.2

Administration of estates: We will normally submit an interim bill at regular stages during the administration, starting with the obtaining of a Grant. The final account will be prepared when the Estate Accounts are ready for approval.

9.1.3

In other matters, we will submit invoices to you on a monthly basis or at the end of a distinct section of the instructions, whichever is the sooner. Unless indicated expressly to the contrary, invoices will take the form of a final account for all work done during the relevant period. All invoices are payable on delivery. All invoices are payable on demand and we request payment in full within 28 days.

9.1.4

If you have any questions in respect of any invoice raised, then please do speak to us about it. Please also see the guidance under “Complaints” above. In addition, you may have the right to object to an invoice by applying to the court for an assessment of the invoice under Part III of the Solicitors Act 1974. If a third party agrees to be responsible for payment of some or all of our fees, disbursements and expenses on your behalf, and payment is not made in accordance with these Terms, you will be responsible for paying to us any outstanding amount.

9.1.5

Once the client due diligence process has been completed, we will be in a position to provide you with our client account details so that payments can be made directly into our account.

9.2 Third Party Payments

In some circumstances, you may have a right of recovery or indemnity against a third party in respect of all or part of our invoices, but we are not permitted to issue a VAT invoice to any person other than you in any circumstances, and you remain liable to us to pay our invoices notwithstanding such a right.

9.3 Right to Retain Money, Documents and Property

As a contractual right, in addition to any right to retain money, Documents and property available to us under the general law (lien), we have the right to retain your money, Documents and property (whether held in relation to the Services for which payment has not been made or any other Services) until you have paid us in full.

10. INTEREST POLICY

Our policy on the payment of interest in relation to money that we hold on your behalf is to account to you for all sums earned if the total exceeds £20. Below this sum we will retain any such sums earned without accounting to you for them. We believe that this policy is fair and reasonable, and we keep it under continual review in the light of changing interest rates in particular. When we are in receipt of large amounts of money, we may place such funds on specific deposit, in which case you will receive all the interest received. General payments of interest are made without deduction of tax, but tax is deducted at source on specific deposits. Please bear in mind that the rates of interest that we receive from our bankers are lower than might otherwise be achieved because of the need for us to have instant access to funds in most cases.

11. CONFLICT OF INTEREST

(a) “Conflict of Interest” means any situation where we owe (or, if we accepted your instructions, would owe) separate duties to act in the best interests of two or more clients in relation to the same or a related matter and those duties conflict, or there is a significant risk that those duties may conflict;

or our duty to act in your best interests in relation to a matter conflicts, or there is a significant risk that it may conflict, with our own interests in relation to that or a related matter; or we have confidential information in relation to a client or former client, and you wish to instruct us on a matter where:-

that information might reasonably be expected to be material; and you have an interest adverse to our other client or former client.

(b) We may decline to act for you where accepting your instructions would create a Conflict of Interest or cause us to break an existing agreement with a third party.

(c) Where our professional rules allow, and subject to satisfying the requirements of those rules, we may act for you and another client where a Conflict of Interest would otherwise exist, provided that we have the consent of both parties.

(d) If, whether through a change in circumstances or otherwise, we find that we have agreed to provide services to you in circumstances which give, or could give, rise to a conflict of interest we will discuss with you how to deal with the conflict and may, be obliged to stop providing Services to you and/or to all other clients affected by the Conflict of Interest.

12. INFORMATION AND CONFIDENTIALITY

12.1 Information About You

12.1.1

We may use the information which you provide, or which we obtain through our dealings with you, for the provision of Services and may give it on a confidential basis to our Directors, employees and agents. We may use it to administer your account with us, including tracing and collecting any debts.

12.1.2

We may also use it to ensure the safety and security of our premises (where we may also use CCTV); for fraud prevention purposes (including verification checks for our money laundering obligations); to assess client satisfaction (such as by asking you to participate in surveys); and to help improve our services generally.

12.1.3

We may also use it to contact you by letter, telephone, email or otherwise about our services and about events such as seminars and conferences and to send you briefings and similar material. By signing and returning a copy of any Engagement Letter you are agreeing that we may use your contact details and information in this way. Since very few of our clients do object to this we propose to assume that we do have your consent unless you notify us to the contrary.

12.1.4

Sometimes we ask other companies or people to do typing/photocopying/other administration duties 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.

12.2 Our Duty of Confidentiality

12.2.1

We will treat any information which is confidential to you and which we obtain as a result of acting for you as strictly confidential, save: –

12.2.1.1

for the purpose of acting for you; or

12.2.1.2

for disclosures to our auditors or other advisers or for the purposes of our professional indemnity insurance (External firms or organisations may conduct audits or quality checks on our practice including in relation to the Lexcel quality standard of the Law Society of England and Wales. These external firms or organisations are required to maintain confidentiality in relation to your files. Please advise the person responsible for your matter if you would prefer for your papers to be withheld from inspection for these purposes. Work on your matter will not be affected in any way if you would prefer to withhold consent); or

12.2.1.3

as otherwise required by law or other regulatory authority to which we are subject.

12.2.2

We may refer publicly to your name as a client of ours, provided we do not disclose any information which is confidential to you.

12.2.3

We shall be under no duty to disclose to you (or take into account in the course of providing the Services) any information acquired by us in acting for any other client or any information in respect of which we owe a duty of confidentiality to a third party.

12.3 Your Duty of Confidentiality

12.3.1

Our advice and other communications with you are confidential and may not, without our consent, be disclosed by you to any third party (other than to your employees and agents who require access and who do not disclose it further) or otherwise made public except as required by law or other regulatory authority to which you are subject.

12.3.2

If, as a result of our acting for you, you acquire any information in respect of which we notify you that we owe a duty of confidentiality to a third party you will keep it confidential and not use it without our consent.

13. CUSTODY, RETENTION AND TRANSFER OF DOCUMENTS

13.1

We will, at your request, either during the provision or after completion of any Services, release to you or to your order Your Documents and Documents Held For You, provided that we are not at the time exercising our right to retain documents pending payment of outstanding fees and expenses or are prevented by any court order, undertaking or other legal constraint from doing so. We may copy all of Your Documents and Documents Held for You before releasing them, including any electronic correspondence submitted by You.

13.2

We ensure these processes and procedures are in line with the rules and regulations imposed by the Solicitors Regulation Authority. Procedures. We may at any time scan, or otherwise make electronic copies or images of any Documents, including electronic Documents or correspondence e.g. emails (other than Documents held in safe custody), destroy the originals and thereafter hold the Documents only in such copy or image form. Unless expressly agreed otherwise in writing we will keep all Documents whether in original, copy or imaged Form for a minimum of seven (7) years, after which we may destroy them and any copies or images of them. Some of the exceptions include other conveyancing matters (other than the sale of property) for a minimum of fifteen years.

After completing the work, we will be entitled to keep all your papers and document whilst there is still money owed to us for fees and expenses. We will keep any hardcopies thereof, as referred to in clause 13.2 above. We will keep an electronic copy of your papers for up to seven (7) years, except those that you ask to be returned to you. We keep files on the understanding that we can destroy them seven (7) years after the date of the final bill (and up to 12 years in respect of some regulatory transfers).

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 both 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.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 Copyright

We retain copyright and all other intellectual property rights in all documents and other works we develop or generate for you in providing the Services (including know-how and working materials as well as final documents). We now grant you a non-exclusive, non-transferable, non-sublicensable licence to use such documents or other works solely for the Matter to which the Services of developing or generating them relate and not otherwise. If you do not pay us in full for our Services in relation to that Matter we may, on giving you notice, revoke that licence and only re-grant it to you once full payment has been made.

15. JOINT INSTRUCTIONS

15.1.1

Where we agree to work on a Matter for more than one client jointly, the rights and obligations of the joint clients to us in relation to the Services will be several (save for obligations to pay money to us, which will be joint and several).

15.1.2

Each joint client irrevocably permits us to disclose to any other of the joint clients at any time any information which we would otherwise be prohibited from so disclosing by virtue of our duty of confidentiality. If any joint client ends this permission during the provision of the relevant Services, or if a conflict of interest otherwise arises between joint clients, we may suspend or terminate the provision of Services related to that Matter to one or more of the joint clients.

15.1.3

If any joint client asks us to transfer documents, we will deliver Your Documents to, or to the order of, the joint client who delivered them to us. We will retain any Documents Held For You and will supply copies to each joint client, making the originals available at our office for inspection by any joint client on reasonable prior written notice.

16. LIABILITY

16.1 Duty of Care

16.1.1

We will use reasonable skill and care in the provision of the Services. Where we make an assessment for you, either expressly or by implication, of the likely level of risk associated with different potential courses of action, you accept that such assessment is made relying only upon the information and documents then available to us and cannot, therefore, be definitive.

16.1.2

Accordingly, such an assessment should only be used as one element in the making of any practical or commercial decision. You accept that the magnitude or acceptability of a risk is a matter for you.

16.1.3

The aggregate liability of the Firm (or of any service company owned or controlled by or on behalf of any of the Directors) and of all Directors, consultants to and employees and agents of the Firm and any service company owned or controlled by or on behalf of any of the Firm or the Directors in any circumstances whatsoever, whether in contract, tort, under statute or otherwise, and howsoever caused (including but not limited to our negligence or non-performance), for loss or damage arising from or in connection with the Services provided shall, in relation to each Matter, be limited to the sum, unless otherwise agreed, of three million pounds (£3 000 000.00).

6.1.3.1

If we breach our contract with you, we will not be liable for any loss of profits or loss of business or depletion of goodwill or loss of anticipated savings or loss of contract or loss of use.

6.1.3.2

We can only limit our liability to the extent the law and our professional rules allow. In particular, we do not limit our liability for any loss or damage suffered by you as a result of fraud or fraudulent misrepresentation or death or personal injury caused by our negligence.

6.1.3.3

We shall have no liability to you if we are prevented from, or delayed in performing, our obligations or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control.

6.1.3.4

Gough Thorne (rather than its partners, employees and consultants as individuals) will provide advice and services to you. You agree that you will not bring any claim in person against any partner, employee or consultant of Gough Thorne in connection with any advice or services provided or for the acts or omissions taken or not taken by them.

16.2 Third Parties

16.2.1

The Services are provided to and for the benefit of you as our client and you alone. No other person may use or rely upon the Services nor derive any rights or benefits from them. The provisions of the Contracts (Rights of Third Parties) Act 1999 are to that extent excluded.

16.2.2

The Firm alone will provide the Services and you agree that you will not bring any claim whether in contract, tort, under statute or otherwise against any Director, or any consultant to, or employee or agent of the Firm or any service company owned or controlled by or on behalf of any of the Directors and those Directors, consultants, employees and agents shall be entitled to rely on the terms of this agreement insofar as they limit their liability.

16.3 Current Law

The Services are provided in accordance with professional practice requirements and the proper interpretation of the law, as each exists on the date on which the relevant Service is provided. If there is any change in such requirements or the law, or their interpretation, after the relevant Matter has been concluded (or before that time but which could not reasonably be known by us at that time), we have no responsibility to notify you of, or of the consequences of, the change.

16.4 Communication

16.4.1

We shall communicate with you at the postal and email addresses and the telephone and fax numbers which you publish unless you ask us to use other addresses and numbers. You will notify us if you regard any communications from us as particularly confidential and the means by which you require us to make such communications and we shall have no liability to you arising out of your failure so to notify us.

16.4.2

Subject to any notification you may make to us under the previous paragraph, we shall not be required to encrypt, password-protect or digitally sign any email, or attachment, sent by us. We shall not be responsible for any loss or damage arising from the unauthorised interception, redirection, copying or reading of e-mails, including any attachments. We shall not be responsible for the effect on any hardware or software (or any loss or damage arising from any such effect) of any e-mails or attachment which may be transmitted by us (save to the extent caused by our negligence or wilful default).

16.5 Deadlines

We will try to meet any deadline we agree with you for the performance of any Services but, unless we agree otherwise in writing in relation to any time, date or period for delivery or performance by us, time shall not be of the essence.

17. PROPORTIONATE LIABILITY

If you accept or have accepted any express exclusion and/or limitation of liability from any of your other professional advisers, our total liability to you arising out of the Services will not exceed the net aggregate of the amount for which we would otherwise have been liable after deducting any amount which we would have been entitled to recover from such adviser as a matter of law whether pursuant to statute or otherwise, but are prevented from doing.

18. EXCLUSION

We shall not be liable for:-

18.1

any loss, damage, cost, or expense arising from any breach by you of your agreement with us or any act or omission of any other person; or

18.2

any advice or document subject to the laws of a jurisdiction outside England and Wales; or

18.3

any advice or opinion given to you by any third party (whether or not nominated or recommended by us).

19. LOSS OF PROFIT

We shall not be liable for any indirect loss or damage or any loss of profit, income, production or accruals arising in any circumstances whatsoever, whether in contract, tort, under statute or otherwise, and howsoever caused (including but not limited to our negligence or non-performance).

20. EXCEPTIONS

Nothing in this agreement exempts us from liability arising from our fraud or reckless disregard of our professional obligations; or from our negligence resulting in death or personal injury; or where, in the case of a contentious business agreement, law or regulation prohibits the exclusion of such liability.

21. TERMINATION

21.1 Completion of Services

An agreement between you and us for the provision of defined Services ends on the completion of the provision of those Services. An open-ended agreement for the provision of Services ends three (3) months after the last date on which we provided Services to you. Unless new or different terms are agreed, our acceptance of instructions to perform Services for you subsequent to the ending of any agreement gives rise, from the time of acceptance of the instructions, to a new agreement on these terms. If we provide you free of charge with any seminar, information, or other document after the ending of an agreement, such provision does not give rise to a new agreement.

21.2 Early Termination

Either you or we may terminate the provision of all or any of the relevant Services at any time by giving written notice to the other. We will not do this without good and substantial reason, such as:-

21.2.1

the threat or risk of violence, injury or other danger to the physical, psychological or moral well-being of any of our personnel; or

21.2.2

the discovery or creation of a Conflict of Interest; or

21.2.3

your requesting us to break the law or any professional requirement; or

21.2.4

the relationship of trust and confidence necessary between a Solicitor / Licensed Conveyancer and client ceasing to exist between us; or

21.2.5

your failure to pay to us any amount due, or money on account requested; or

21.2.6

your insolvency; or

21.2.7

your failure to give us adequate instructions; or

21.2.8

our being forbidden to act by the National Crime Agency; or

21.2.9

our reasonable belief that our continuing to represent you may cause damage to the professional or personal reputation of our firm or any of its personnel; or

21.2.10

any other breach by you of these terms.

21.3 Rights on Early Termination

On early termination, by either you or us, you will remain liable to pay all fees and expenses incurred before termination and due under our contract or due on the basis of the time spent together with any further fees and expenses for work necessary to transfer our files to another adviser of your choice. All our rights set out in these terms shall continue to apply even if we terminate the agreement.

22. GENERAL

22.1 Money Laundering Regulations 2017 / The Proceeds of Crime Act 2002

22.1.1

As lawyers, we are under a general professional and legal obligation to keep your affairs private. However, we are required by current legislation, to make a report to the National Crime Agency (NCA) where we know or suspect that a transaction involves Money Laundering or Terrorist Financing. By instructing us to act on your behalf in accordance with these terms of business you give us irrevocable authority to make a disclosure to NCA if we consider is appropriate. You agree that this authority overrides any confidentiality or entitlement to legal professional privilege. We shall be unable to tell you if we have made a report.

22.1.2

We are required to comply with the Money Laundering regulations and in particular to verify the identity and permanent address of all new Clients. This is to ensure that the policy adopted worldwide by Financial and Government Authorities to prevent the use of laundering systems to disguise the proceeds of crime is achieved.

22.1.3

If you are a new client or an existing client who has not previously supplied information, you are requested to supply both of the following; one item from List A and one item from List B (please note we may require certified copies if you are sending these by post or if you are bringing in the original documents to our office – we will make certified copies here). We must by law obtain satisfactory evidence of your identity and address. Please help us to do so by giving us the information and documentation we ask for. We are unable to proceed with your transaction and will not be able to exchange contracts until this has been provided.

LIST A – Proof of Identity

1. Current fully signed Passport 2. Current full UK Photocard Driving Licence 3. Current H M Forces identity card with the signatory’s photograph.

LIST B – Address Verification

2. A receipted utility bill / bank statement less than 3 months old. Mobile phone bills are not acceptable. 2. Council Tax bill (provided it is fewer than three (3) months old). 3. A council rent book showing the rent paid for the last 3 months. 4. A mortgage statement from another lender for the mortgage accounting year just ended. 5. A firearm / shotgun certificate.

We will verify your ID using an electronic database search. The fee for these searches is £30 plus VAT per person and will appear on your bill under expenses. This figure includes an allowance for our administration in conducting such searches.

Please note that any such searches and copy documents will be securely maintained on the file for your matter in pursuance of our data protection policy. The uses that will be made of this data will be to provide confirmation of the identity of the person(s) providing it only. The law requires us to maintain such data for the period of five years from the end of the matter we are handling for you or from the date at which you cease to be a client of this firm. However, you agree to our retaining the forms and any other data for our usual file retention period of 7 years from the date of the file being archived, or longer than this if necessary, as when litigation has arisen or may be pending, and the checks have or may become relevant in any such proceedings.

22.1.4

Under the provisions of the Proceeds of Crime Act 2002 (“POCA”), we may be required to make a report to the relevant authorities if at any time we become aware of or suspect (whether from you or any other person) the existence of the proceeds of crime in relation to any Services on which we are engaged. Our obligation to make such a report will, in certain circumstances, override our duty of client confidentiality and we may not be permitted to inform you whether or not we have made, or might intend to make, such a report. We may terminate the provision of any Services to you, or be instructed to do so by the relevant authorities, if you fail to comply with your obligation to provide evidence of identity or we suspect that you or any other party connected with you or with the Matter is involved in activities proscribed by POCA.

22.2 Severability

If any of these terms are found by any court of competent jurisdiction to be illegal, invalid, or otherwise unenforceable then that provision shall, to the extent necessary, be severed and shall be ineffective but without affecting any other Term.

22.3 Equal Treatment / Equality and Diversity

Consistent with our internal policies and procedures, we are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. We will not discriminate in the way we provide our services on the grounds of sex (including gender reassignment), marital status, sexual orientation, disability, race, colour, religion, age, nationality or ethnic or national origins.

22.4 Financial Services

We are not authorised under the Financial Services and Markets Act 2000, nor are we regulated by the Financial Conduct Authority. If, while we are acting for you, you need advice on investments, we may have to refer you to someone who is authorised to provide the necessary advice. However, we may provide certain limited investment advice services where these are closely linked to the legal work, we are doing for you. This is because we are members of the Law Society of England and Wales, which is a designated professional body for the purposes of the Financial Services and Markets Act 2000.

The Solicitors Regulation Authority is the independent regulatory arm of the Law Society. The Legal Ombudsman provides an independent complaints review process for most clients of solicitors’ firms. If you are unhappy with any investment advice you receive from us, you should raise your concerns with either of these bodies.

22.5 Insurance distribution

23. LAW AND JURISDICTION

The terms on which we provide Services to you are governed by, and shall be construed in accordance with, English law. You and we each agree to submit to the exclusive jurisdiction of the English courts, provided that we may in our sole and unfettered discretion commence proceedings against you in any other Court.

24. QUALITY STANDARDS

Due to our own internal quality standards, we are subject to periodic checks by outside assessors. This could mean that your file may be selected for checking, in which case we would need your consent for inspection to occur. All inspections are, of course, conducted in confidence. If you prefer to withhold consent, work on your file will not be affected in any way. Since very few of our clients do object to this, we propose to assume that we do have your consent unless you notify us to the contrary. We will also assume, unless you indicate otherwise, that consent on this occasion will extend to all future matters which we conduct on your behalf. Please contact us if we can explain this further or if you would like us to mark your file as not to be inspected.

25. DISCLAIMERS

25.1 Tax

We are not qualified to advise you on any tax implications arising from transactions you instruct us to carry out. You should therefore seek your own specialist tax advice

25.2 Planning in property transactions

We will not advise you on the planning implications of your proposed purchase, unless specifically requested to do so by you, otherwise than by reporting to you on any relevant information provided by the results of the “local search”.

25.3 Other property disclaimers / Environmental

It is not our responsibility to carry out a physical inspection of the property nor advise on the valuation of the property nor the suitability of your mortgage nor any other financial arrangements. We shall not advise generally on environmental liabilities where we shall assume, unless you tell us to the contrary, that you are making your own arrangements for any appropriate environmental survey or investigations. We will need to obtain on behalf of your lender, at your expense, an environmental search. However, we will not advise you about any issues relating to the possible contamination of any land which may be relevant to your purchase. We have to tell you that we are not qualified to advise on the results of any search made in that respect and would only be able to report to you the actual results of such a search. This is particularly significant in respect of the potential liabilities that may arise at some future point in time as a result of land contamination or flood risk that are having increasing significance. If you have any doubts, please discuss your concerns with us.

If we are instructed on purchase and we are also acting for your proposed lender, we have a duty to fully reveal to your lender all relevant facts about the purchase and the 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 to you.

26. DATA PROTECTION

We use the information you provide primarily for the provision of legal services to you and for related purposes including:

addressing correspondence and related documents to other parties and opponents in any litigation, as well as other agencies such as the courts or Government agencies where relevant to the work we are doing for you
maintaining the financial and other personal information we are required to keep on clients under the professional rules we are subject to and by law including our obligations to HMRC.

Our use of that information is subject to your instructions, the EU General Data Protection Regulation 2018 and our professional duty of confidentiality. Please note that our work for you may require us to give information to third parties such as expert witnesses, other professional advisers, our regulators and our bank if they wish to ascertain the source of monies held in our client account. Please also see section 12.2.1.2 in relation to the external checks that we are subject to in relation to our quality of work as a firm.

The legal bases which are relevant to the work we undertake for you are mostly in order that we can satisfactorily perform the contract we have with you and also so that we can protect the interests of our professional indemnity insurers through maintaining suitable records. We are required by law to retain certain data including identity and address details in order that we can comply with the Government’s anti-money laundering controls (see section 11). We would need your consent to send you future marketing information, on which see the wording at the end of this document.

We do not envisage sending any of your personal data outside the UK or the EU.

You have a number of rights as a data subject including the rights to:

be informed of the data we hold on you
have any incorrect or out of date data rectified
cease to receive certain forms of communication or to restrict processing,
take your data elsewhere (“portability”)
object to our use of data.

Unlike certain other business concerns, we do not as a law firm involve ourselves in automated decision making and profiling.

You also have a right of access under data protection legislation to the personal data that we hold about you. If you would like to make a request to know about the personal data we hold on you please let us know, preferably in writing and addressed to Vishal Sharma at our registered office (Regency court, Suite D, 224 Upper fifth street, Milton Keynes, MK9 2HR) stating “data subject access request”.

If you are unhappy about the way we are managing your data you have a right to object to the Information Commissioner at Information Commissioner’s Office, Wycliffe House, Water Lane, Wilmslow, Cheshire SK9 5AF (tel: 0303 123 1113). Please also see your rights to complain to the Legal Ombudsman (see section 16 ).

27. REGULATIONS AFFECTING YOUR CANCELLATION RIGHTS

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013:

27.1

If we have not met you either in person (because, for example, instructions and signing of the contract documentation is taking place by telephone/mail, e mail or on-line – ie: by way of a “distance” contract) or we have taken instructions and a contract has been concluded away from our business premises (because, for example, we have met with you at home – ie: by way of an “off-premises” contract), you have the right to cancel this contract within 14 calendar days of entering into the contract without giving any reason.

27.2

The cancellation period will expire after 14 calendar days from the day of the conclusion of the contract.

27.3

To exercise your right to cancel, you must inform us Gough Thorne LLP Solicitors, Regency Court, Suite D, 224 Upper Fifth Street, Milton Keynes, MK9 2HR. Email: vishal.sharma@goughthorne.com of your decision to cancel this contract by a clear statement (e.g.: a letter sent by post, fax or e mail). To meet the cancellation deadline, you must send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

27.3

Should you require the work to be commenced within the 14-calendar day cancellation period, you must provide your agreement to that in writing, by e mail, post or fax to enable us to do so. By signing and returning the engagement letter, you are providing your agreement in writing to enable us to commence work within the 14-calendar day cancellation period. Where you have provided your consent for work to commence within the 14 calendar day cancellation period and you later exercise your right to cancel, you will be liable for any costs, VAT and disbursements incurred up to the point of cancellation. Unless you make an express request for us to commence work within the 14-day period (i.e. by signing and returning the engagement letter, we will not be able to undertake any work during that period).

28. INSURANCE

We maintain professional indemnity insurance in accordance with the rules of the Solicitors Regulation Authority. Details of the insurers and the territorial coverage of the policy are available for inspection at our offices at the address shown at the end of these terms.

29. FINANCIAL SERVICES COMPENSATION SCHEME

29.1

We hold all client money in Lloyds Bank plc which is authorised and regulated by the Financial Conduct Authority (FCA). We will not be liable for any losses you suffer as a result of any this bank being unable to repay depositors in full. You may, however, be protected by the Financial Services Compensation Scheme (FSCS). The FSCS is the UK’s Statutory fund of last resort for customers of banking institutions. The FSCS can pay compensation of up to £85,000 if a banking institution is unable, or likely, to pay claims against it.

The limit is £85,000 per banking institution but may be more for joint accounts. If you hold other personal money in the same banking institution as our client account, the limit remains the same in total and so please check the balance of any funds you also hold in Lloyds Bank to assess your maximum losses in the event of a banking collapse. In the unlikely event of a deposit-taking institution failure, we will presume (unless we hear from you in writing to the contrary) that we have your consent to disclose the necessary client details to the FSCS.

In the event of a banking failure it is unlikely that the firm would be held liable for any losses of client account money. We currently hold our client account funds in Lloyds. The £85,000 Financial Services Compensation Scheme (FSCS) limit will apply to each individual client so if you hold other personal monies yourself in the same bank as our client account, the limit remains £85,000 in total, so it may be advisable to check with your own bank as some banks now trade under different trading names.

29.2

By agreeing that we can act we shall, unless you inform us otherwise (in writing for the sake of certainty) disclose to FSCS your details in the event of one of these Banks failing.

30. SECURITY

Gough Thorne LLP Solicitors takes this very seriously and will always do all it can reasonably do to minimise risk. However, the conveyancing process involves the movement of large amounts of money. Criminals are actively targeting law firms and their customers via the hacking of customers email accounts. Once hacked, criminals are then able to obtain confidential details of a transaction and can impersonate law firms by email and phone. It is then possible for a criminal to send an email which looks like it has come from your solicitor / licensed conveyancer / conveyancer. Any such email could ask you to transfer money to a different account belonging to a criminal.

Please note that once we have completed our initial source of funds enquiries, we will provide you with our client account details for you to transfer your money to us. We strongly recommend that you please call us before making any transfer to us so that we can verify our bank details and confirm to you once we have received your money. Please note that during your transaction we will not change our bank details. If you receive any such email or call to this effect please do not action it, as it will not be from us and is likely to be attempted fraud. We do not accept any liability for loss of funds being transferred to us.

31. Acceptance

These terms of business will be deemed to have been accepted by you upon our subsequent receipt from you or your agent of any instructions, verbal or written, in any matter. Unless otherwise agreed, these terms apply to any future instructions you give to us. In the event of our retainer being from more than one individual or company, the liability for our costs will be joint and several. So that we can be sure that you agree to these terms of business please sign one copy of this document below and return it to us in the envelope provided.

Any dispute or legal issue arising from our Terms of Business will be determined by the law of England and Wales and considered exclusively by the English courts.

Gough Thorne LLP

Regency Court, Suite D, 224 Upper Fifth Street, Milton Keynes, MK9 2HR.

Authorised and regulated by the Solicitors Regulation Authority: registration number 622108

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