1. Introduction
    1. These terms and our engagement letter set out the basis upon which we will act for you, including the work we shall be doing for you, the basis under which we will carry out the work and how our fees and other costs will be calculated. These terms and our engagement letter form the contract between us.
    2. If there is any inconsistency between these terms and our engagement letter, these terms will take priority, unless our engagement letter explicitly states the intention to override these terms.
    3. Unless otherwise agreed, these terms will apply to all future instructions you give us on this or any other matter. They replace any earlier agreements, representations or discussions.
    4. Please ensure that you read these terms and our engagement letter carefully and if you are unsure about the contents or if anything is unclear please do not hesitate to contact me.
    5. Your continuing instructions in this matter will amount to your acceptance of these terms.
  2. Our services
    1. The scope of our work is set out in our engagement letter and any other written communication between us
    2. We have no liability and owe no duties to anyone but you. The services we provide are only for you. Nobody else can rely on our advice (or see a copy) for any purpose, without our written permission. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    3. We shall carry out our work for you with due skill and care and unless otherwise agreed, in writing, we will advise on English law only and our work will reflect the law in force at the relevant time.
    4. We will not advise on surveying, valuation, commercial viability, accounting or taxation matters and trading or marketability issues. We do not provide financial services or advice.
    5. If you are a company instructing us, unless you inform us otherwise, we shall assume that any of your employees, directors, officers and representatives who give us instructions are authorised to do so and that we may act on their verbal instructions.
    6. If you are an individual instructing us, unless you inform us otherwise, we shall assume that only you are authorised to give us instructions.
  3. Your responsibilities
    1. Your responsibilities include the following:
      1. Sign and return these terms.
      2. Provide us with clear, accurate and timely instructions and relevant documents or other information and evidence in your possession that relate to this matter. Please do this at the beginning of this matter and as it progresses. Failure to do so may prejudice your case.
      3. Attend meetings with us and, if necessary, attend court hearings.
      4. React quickly to draft documents which we prepare for your consideration.
      5. Discharge any financial obligations connected with this retainer, including those detailed in our engagement letter.
      6. Notify us if there are any third parties, including insurers, which might cover your legal costs, or contribute towards them.
      7. Keep us up to date with your contact details. If we are unable to contact you for any reason, we will act in your best interests and in accordance with what we understand your wishes to be. In doing so, it may be necessary for us to enter into a commitment on your behalf which binds you.
      8. Provide us with appropriate evidence of your identity and, if instructing us on behalf of a company, that of your organisation (if requested). We may also search credit reference agencies to check your identity.
    2. The term “documents” includes anything recorded, whether in permanent, semi-permanent or electronic form, such as letters, contracts, receipts, diaries, computer records, emails, photographs, videos, and anything else of that kind.
    3. Please be aware that the courts now take a tougher stance with parties which do not adhere to court deadlines. Therefore, if you are aware of any potential delays to you giving us instructions, then you must inform us immediately. This firm accepts no liability for your delays. Please note that it is usually easier to obtain an extension of time before a deadline is missed than it is to obtain an extension of time after a deadline has been and gone.
    4. If we do not meet with you face to face, we may need to carry our enhanced due diligence checks. If you fail to provide any such information requested or comply with our reasonable requests, we will terminate our contract with you.
    5. You must not send us any money until we have told you that our checks on your identity have been completed.
    6. Additional checks are required if you are a Politically Exposed Person (“PEP”). A PEP is someone who has been entrusted within the last year with a prominent public function by a community institution, an international body or a state. Additionally, a PEP may also include a family member of a PEP or a close associate of a PEP. Please advise us immediately if you consider that you may be a PEP.
  4. Fees
    1. Our charges are calculated by reference to the time spent by our fee earners in respect of any work which they carry out in this matter. This will include preparation for, attendance at and follow up from meetings and court hearings, reading and working on documents, correspondence (including emails) and time spent travelling from the office and waiting when this is necessary. Routine letters are charged at six-minute units of time and we also charge for the time spent making and taking telephone calls and considering incoming letters at six-minute units.
    2. Our hourly rates have been provided to you in our engagement letter. These rates do not include VAT, disbursements or other expenses which will be added to our invoices. VAT may also be payable on some disbursements and expenses.
    3. These rates are reviewed periodically to reflect increases in overhead costs and inflation. Normally the rates are reviewed with effect from 1 May each year.
    4. In certain circumstances, we may agree a fixed or capped fee with you, which will be exclusive of VAT, disbursements and other expenses. If we do, we will set out the scope and nature of the work which is included in the fixed or capped fee. Any work beyond those parameters will be charged at our hourly rates. We reserve the right to review the fixed or capped fee if the matter proceeds differently than that which we have discussed with you or becomes protracted, for reasons beyond our control.
    5. We will make a charge, based on time spent and expenses and disbursements incurred, in producing papers or documents to you or to another person either at your request or if compelled by law. We may also charge for reading correspondence or other work necessary to comply with these instructions, based on time spent and expenses and disbursements incurred.
  5. Client money
    1. Client money is money of any currency that is received and held as cash, cheque, draft or electronic transfer by a firm when they are providing legal services. Examples of client money include: (i) Money for the firm’s fees, and any unpaid expert fees, that have been received before a bill has been sent to the client for those fees; and (ii) Settlement funds received by the firm from another party. Client money is defined in rule 2.1 of the SRA Account Rules.
    2. The only client money we can receive from you is advance payments for fees and unpaid disbursements. The money must relate to our fees or expenses incurred on your behalf for example counsel fees, expert fees, court fees and Land Registry fees.
    3. Client money will not be held in a separate account or specifically ringfenced as the money may be held and used as part of the firm’s own money in our business account. This means that in the event of our firm becoming insolvent the money would not be ringfenced and could be incorporated into the insolvent estate.
    4. If we are subject to an insolvency event before your work has been completed, you will be treated like any other creditor. This impact could be greater for you if you do not have easy access to additional funds to pay another firm for work to be completed.
    5. This information has been provided to enable you to make an informed decision about whether you wish for your money to be held in our firm’s business account or consider other alternatives.
  6. Payment terms
    1. We will normally deliver invoices to you monthly for work carried out during the conduct of this matter, with a final invoice following completion.
    2. Our invoices are to be paid within 14 days from the date it is sent to you. We prefer payment by bank transfer. We do not accept payment by debit or credit card or cash.
    3. If you circumvent the above by depositing cash directly into our bank account or if we receive money from an unexpected source, there will be delays in us progressing the matter and we may charge you for any additional checks which we deem necessary.
    4. If our invoices are not paid within 14 days we may charge interest, cease work on your matter and we are entitled to exercise a lien over your file and all documents we hold until payment has been received.
    5. If you are a company instructing us, interest will be charged on unpaid invoices after 14 days at the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998.
    6. If you are an individual instructing us, interest will be charged on unpaid invoices after 14 days at a daily rate, calculated at 4% per annum.
    7. Our invoices include information regarding your statutory rights to challenge a bill and our payment details.
    8. There is a major risk in transactions between solicitors and clients due to the risk of fraud, cyber-crime and fake law firms. Be warned that some emails can look very convincing. It is your responsibility to do your own due diligence to check the authenticity of an email. Before making any payment to us, please telephone us to check the banking details. We will not be liable for any losses unless they have occurred as a result of our negligence.
    9. If you are our client, together with another person or entity, you will be jointly and severally liable to pay our fees, disbursements and other expenses.
  7. Recoverability of costs/liability for costs of other party in contentious matters
    1. If this is a contentious matter, at the conclusion of the proceedings in this matter and, if successful, it may be that you will be entitled to recover some costs from the other party.
    2. Any entitlement will be dealt with by court order or in a settlement agreement and consent order. The actual amount of costs that can be recovered will either be fixed (if fixed costs apply), agreed by the parties in settlement negotiations or decided by the court during an assessment of costs (this is often at the end of the case).
    3. There are rules governing recoverability and assessment. These include reasonableness and proportionality regarding the costs claimed and other factors.
    4. Court costs management during a case can also constrain the recoverable amount decided on assessment and so is very important.
    5. You should be aware that it is unlikely that you will recover the full amount billed by us, either on settlement or on assessment and will remain fully responsible for any shortfall.
    6. If the other party is successful in this matter, or any aspect of it, they may be entitled to recover costs from you. Again, the actual amount of costs that can be recovered will be agreed by the parties in the settlement negotiations or decided by the court during an assessment of costs.
    7. You should note that some applications to court can result in orders for payment of costs within 14 days of the order (“pay as you go orders”).
  8. Funding
    1. We will discuss and monitor methods of funding your matter (including public funding, insurance, and third-party support).
    2. We strongly recommend that you check to see if there is any insurance contract which might provide cover for any costs incurred with us and /or your liability for your opponent’s costs in any litigation.
  9. Confidentiality
    1. We are bound by a duty of confidentiality in respect of confidential information which we obtain, as a result of acting for you.
    2. We may share your personal information with independent suppliers such as experts, barristers, enquiry agents, cost draftsmen, accountants and other professionals where relevant. They are all required to respect and preserve the confidentiality of your personal information. Often this is in accordance with their own professional rules.
    3. In addition, we may also share your personal information with official bodies, such as the Land Registry, courts, tribunals and Companies House.
    4. We will normally seek your approval before sharing your personal information with independent suppliers and official bodies.
    5. We will share your personal information, as required by law, to any regulatory, governmental or other authority, if such a request is made of us or there is an obligation on us to do so. This includes but is not limited to disclosing confidential information to the National Crime Agency in order to comply with our anti money laundering and counterterrorist financing responsibilities. In such circumstances we may not be able to inform you that a disclosure has been made or the reasons for it.
    6. Please note, we will not be responsible for any loss, damage or delay resulting from compliance with such requirements.
    7. Our financial auditors may also review your file in connection with checking our compliance with the Solicitors Accounts Rules.
    8. Our business suppliers, such as IT contractors, may have incidental access to your personal information. They are obliged to keep this confidential.
    9. We may also share your personal information in the event of a merger or takeover with another law firm.
  10. Data Protection Rights
    1. Our Privacy Policy can be viewed on our website (https://www.luscombegray.com/privacy-policy) and it explains how and why we collect, process and store your personal data. It also explains your rights in relation to your personal data and how to contact us or supervisory authorities in the event you have a complaint.
    2. We are registered as a data controller with the Information Commissioner’s Office, which is the regulator for Data Protection. Chris Luscombe is our Information Manager.
    3. If you are an individual instructing us and wish to make a subject access request please contact chris@luscombegray.com.
    4. You have the right to complain to the Information Commissioner. Their telephone number is 0303 123 1113 and their website is at www.ico.gov.uk.
  11. Storage of files
    1. We keep papers (except for any papers you ask to be returned to you) and electronic files for no more than 6 years, unless a longer period is more appropriate, and we keep the file on the understanding that we have authority to destroy it after 6 years from the date of the final bill, although documents you ask to deposit in safe custody will not, of course, be destroyed.
  12. Communication
    1. Our office hours are 9.00am to 5.30pm Monday to Friday, though we may be able to arrange appointments and communicate with you outside of these hours, if you need us to deal with the matter urgently.
    2. We will provide you with frequent updates about your matter, by telephone, letter and/or email.
    3. Unless you instruct us otherwise, we may contact you or others by email. We have a range of information security measures, but we cannot guarantee the security of information or documents sent by email. If you do not wish us to communicate information by email, please let us know immediately otherwise we will assume that you have consented to these associated risks.
  13. Limitation of Liability
    1. In common with other professional advisors, we cap our liability in relation to the work we undertake.
    2. Our maximum aggregate liability in connection with any claim made in respect of our negligence and/or breach of contract (including in respect of any omission) or in any other way arising from this matter is £3,000,000. 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.
    3. 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.
    4. We hold professional indemnity insurance with a limit of £3,000,000. Further details of the policy can be obtained upon request.
    5. If a claim arises, connected to our work you can only claim against us, not against any of the following (even if they have been negligent): our shareholders, partners, directors, employees, consultants, solicitors. If anyone signs a document in their own name, that does not mean the signatory accepts any personal legal liability.
    6. We make this agreement on the basis that you have not relied on any statement or promise from us or our staff, consultants or officers. If that is wrong, please inform us immediately.
  14. Termination
    1. In some circumstances, we may stop acting in this matter, for example, if you cannot give clear or proper instructions on how to proceed or if it is clear you have lost confidence in how the work has been carried out.
    2. We may only decide to stop acting with good reason, for example, if we do not receive instructions from you. We will, however, always give reasonable notice before ceasing to act so that, if possible, any problems can be dealt with and we can continue to act on your behalf.
    3. This contract will end when, as far as practicable, the work described has been provided or otherwise when this contract should have reasonably be deemed to have ended.
  15. Bankruptcy, IVAs and insolvency
    1. You must inform us immediately if you are or have ever been declared bankrupt and if you are declared bankrupt while we are acting for you. The implications of bankruptcy are complex, and the legal requirements imposed as a result are serious and it is extremely important that we deal with the issue.
    2. If you have been declared bankrupt and court proceedings become necessary, the proceedings cannot be issued in your name unless your Trustee in Bankruptcy has granted a Deed of Assignment allowing you to do so prior to the commencement of the proceedings. If a Deed of Assignment is not granted, then any proceedings issued in your name will be void and you could be responsible for the Defendant’s legal costs.
    3. An individual voluntary arrangement may also affect your claim so likewise, you must inform us immediately if this applies to you
  16. Regulatory matters
    1. Luscombe Gray is a trading name of Luscombe Gray Limited, a limited company registered in England and Wales under company number 11723390, whose registered office is at 14 Victoria Avenue, Harrogate, HG1 1ED.
    2. Luscombe Gray Limited is registered for VAT purposes and our VAT registration number is 316522817.
    3. Luscombe Gray is authorised and regulated by the Solicitors Regulation Authority, www.sra.gov.uk, (Reg. No: 803789).
  17. Financial Services
    1. We are not authorised by the Financial Conduct Authority (“FCA”).
    2. However, we are included on the register maintained by the FCA so that we can carry on insurance distribution activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority.
    3. The register can be accessed via the FCA website at www.fca.org.uk/firms/financial-services-register.
    4. As we are regulated by the SRA, we may be able to provide certain limited consumer credit 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.
    5. If you need advice on investments, we may refer you to someone who is authorised by the FCA to provide the necessary advice. However, because we are regulated by the SRA, we may be able to provide certain limited investment advice services where these are closely linked to the legal work that we are doing for you.
    6. The SRA is the independent regulatory arm of the Law Society. The Legal Ombudsman deals with complaints against lawyers. If you are unhappy with any financial service you receive from us, you should raise your concerns with the SRA or Legal Ombudsman.
  18. Complaints
    1. We are confident of providing a high-quality service. We do, of course, welcome any suggestions you might wish to make which you think could help to improve our service.
    2. If, at any time, you have any queries or concerns with the service you are receiving from the firm or an invoice, please take them up with the fee earner dealing with your matter in the first instance. If that does not resolve the problem or you would prefer someone else to deal with the problem, then please contact, Chris Luscombe on 01423 637 699, at chris@luscombegray.com or at this office.
    3. We have eight weeks to consider your complaint. If we have not resolved it within this time, you may complain to the Legal Ombudsman. Please visit www.legalombudsman.org.uk for information. If you are not satisfied with our handling of your complaint you can ask the Legal Ombudsman at PO BOX 6806, Wolverhampton, WV1 9WJ 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 a year of the act or omission about which you are complaining occurring (or you becoming aware of it).
    4. A copy of our client complaint handling procedure and policy is available upon request.
  19. Applicable law and jurisdiction
    1. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this and all future agreements or their subject matter or formation (including non-contractual disputes or claims).
  20. Equality and diversity
    1. We are committed to acting in a way that encourages equality, diversity and inclusion in all our dealings with clients, third parties and employees.