Information for Clients and Terms of Business

1. It is important to us that you have confidence in those to whom you trust your business or personal affairs. We will therefore aim to give you a high quality and reliable service. When we act for you there is a contract between us. We are also subject to certain duties such as a duty of care and a duty to act with the utmost good faith, we are also bound by the laws of professional conduct and we also work according to approved standards.
2. All of this cannot be put into a single document so we set out below what we think you need to know at this stage and what we need to agree with you.
3. By instructing us, you have authorised us to take the steps we consider appropriate to represent you, including incurring reasonable expenses on your behalf.
4. If you have already asked us to start work on your behalf, e.g. by giving you initial advice or by acting in an emergency, we will have been doing so on the understanding that, unless otherwise agreed, the terms as set out here, are to apply from the start.
5. These Terms of Business, may be supplemented or amended by a relevant Client Care Letter, and apply to each matter we work on for you.

Responsibility for your work

6. We will confirm to you who is to be responsible for your work. This may not be the person who normally advises you because we are grouped together in teams according to specialist expertise. The acting Partner is likely to be assisted by other solicitors or fee earning staff in the firm. If they were to perform a continuing role, we will inform you who they are. Your main points of contact will be the person responsible, his or her assistant and their secretary.

Compliance before we act

7. The Government has introduced regulations to make it more difficult for criminals to make and keep money from their crimes and, for this reason, has imposed compulsory checks that solicitors must make of their clients. You must provide, as quickly as possible, such identity information as we may require and, at times, we may need to verify that information. The required information will vary according to the type of entity you are but, if you are a company, will often include the identity of the ultimate beneficial owners and, in the case of trusts, evidence of identity of trustees, settlor, protector and beneficiaries. If you fail to provide such information promptly, we will not be in a position to act for you or, as the case may be, reserve the right to cease to act and can normally be expected to exercise that right.

If you are acting on behalf of anyone else, we will similarly need to identify that person. From time to time we will require up-to-date evidence of identity to be supplied to ensure our ongoing compliance with the money laundering regulations. We may also use your personal information for identity verification purposes through electronic data sources. The evidence of identity that we hold from time to time will be made available to third parties whom we instruct on your behalf, if they require it to comply with money laundering legislation to which they are subject. We do not accept payments in cash. We will not accept payment from any source unless the source has previously been identified to our satisfaction and we have agreed to accept payment from that source. If payment is made in breach of this provision, the funds will usually be frozen and not applied to the transaction, pending receipt of consent from the appropriate authorities. We will not make payments to anyone other than you except when this is a necessary aspect of the transaction. 8. In the case of overseas companies, we may need to obtain identity documentation from an enquiry agent. There will be a charge for this and we may pass this on to you. If we do so, we will notify you of the cost of these searches in advance.

How we carry out your instructions

9. Where appropriate, we will agree with you a plan for your work and keep you informed of progress so that you are fully informed when decisions by you are required. This, together with interim billing where appropriate, will give you a more accurate idea of what our work for you is costing and enable us to produce more realistic estimates for the rest of our work for you. It will also enable you to weigh up the benefit and risk of undertaking a particular course of action. Should you notice any errors in the instructions given to us by you or the person instructing us on your behalf, please contact the Partner responsible for the work in writing and correct the error.
10. Our aim is to be cost effective in the way that we work for you. Our advice will usually be given with that in mind. If you wish us to pursue a course contrary to our advice, we will require you to confirm your instructions in writing.
11. We will need to consider the possibility of a conflict of interest in our accepting your instructions. Should a conflict arise we will discuss this with you.
12. We will make every effort to meet any deadlines we agree with you for the performance of any work 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.
13. Holding documents for you or having knowledge of your circumstances will not constitute a retainer to advise you on changes or prospective changes in the law or how the law applies or may apply in your circumstances when it changes.

Conclusion of the Contract between us

14. We may ask you to read these Terms and Conditions, sign a copy of the covering letter sent to you with these Terms confirming acceptance and return it to us. If you do not sign and return the letter but do not cancel the instructions these Terms and Conditions will deem to have been accepted by you.

Confidentiality

15. We are bound by strict confidentiality rules and, maintain strict confidentiality in regard to your work generally; we are subject to a number of regulatory authorities and may be required to disclose some details from time to time to them. For example, The Solicitors Regulation Authority and HM Revenue & Customs have the power to inspect our books and we have reporting obligations under the Proceeds of Crime Act 2002. In addition, accreditation for Professional Standards can in turn carry out random inspections of our files.
16. Where new instructions give rise to a potential conflict of interest, ordinarily we will not be able to accept them. Instances may nevertheless arise where we may act for clients with similar interests or concerns to yours or who otherwise may have provided us with information of interest to you. You agree that we shall have no obligation to disclose to you or to use for your benefit any information in our possession from time to time in respect of which we owe a duty of confidentiality to another person.
17. We may also sub-contract elements of your work (e.g. photocopying of documents, typing), subject to a confidentiality obligation to us by the sub-contractor.
18. If you are not a personal client or a Trustee of a private trust, we shall also be permitted, unless you instruct us to the contrary, to disclose that we have acted for you when providing information about our practice or offering our services to others.
19. Unless you instruct us otherwise, we may communicate with you by post, telephone, fax and email. As to emails, please read the paragraphs headed ‘Use of Email’.

Privacy

20. We may process your personal data (as defined by the Data Protection Act 1998 (the Act)) for the following purposes:
- Verification of your Identity or of office holders of your organisation;
- The provision of Legal, Financial, Investment, Public Affairs, Media and Consultancy Services;
- The administration of files and records;
- Trust Administration;
- Transfers of data between other professionals and advisers notified to us by you;
- The marketing and promotion of our services; and
- Legal Compliance.
We may also process your sensitive personal data (defined by the Act) for the purposes specified above. If we process your sensitive personal data for any other purpose, we will do so only as permitted by law.
21. We also process your personal data when a condition set out in the Act applies. This will normally be because of the Contract between us. This does not mean that we do not require your consent to process your personal data for the provision of services to you and we may continue to process your personal data following the end of our retainer when legally permitted to do so.
22. Depending upon the nature of the work carried out for you, your personal data may be transferred outside the European Economic area (EEA) where the Data Protection Regulations may not offer the same protection as within Europe. In some circumstances you may have a right to prevent the transfer of your personal data outside of the EEA. If you would prefer that we did not transfer your personal data outside of the EEA please write to the Partner responsible for your work.
23. A more detailed list for the purposes for which we may process personal data can be obtained from the Information Commissioner, Wycliffe House, Water Lane, Wilmslow, SK9 5AF or from the web site at www.informationcommissioner.gov.uk. Our registration number is Z5814255.
24. We will use your personal information to provide you with our services and to inform you of relevant news (such as firm-related announcements and forthcoming events) and legal developments. If you do not wish us to process your personal data for marketing purposes, please write to our Marketing Manager, at Waterfront House, Wherry Quay, Ipswich, IP4 1AS.

Scope of liability

25. Our advice is particular to your individual circumstances. We do not accept liability in regard to any person or organisation to whom our advice is not addressed, except where its very nature raises a legal Duty of Care in favour of a third party. The Provisions of the Contracts (Rights of Third Parties) Act 1999 are to that extent excluded.
26. The scope of our work will not include advising on the business implications of any matter or on financial, accounting or actuarial issues, the adequacy of any insurance arrangements or the value or physical condition of any asset.
27. We insure against the risk of being unintentionally negligent. Our insurers are: Chartis (formerly AIG) Chartis Building, 58 Fenchurch Street, London EC3M 4AB. If you require information about this insurance and the level of cover, please contact Rob Adam, Partner at 81 Guildhall Street, Bury St. Edmunds IP33 1PZ. The liability of Ashton Graham and any individual Partner, Consultant, Employee and other Agents of Ashton Graham (and any service company owned or controlled by or on behalf of Ashton Graham) 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 be limited to £20,000,000 except where the rule of law overrides this term.
28. Please note that where we recognise more than one person as our Client in relation to a single matter then each agrees, (a) the limit of liability of £20,000,000 will be divided between them; (b) the Clients are responsible for agreeing the division of the £20,000,000 limit of liability between them; (c) the Clients are under no obligation to inform Ashton Graham of the division; (d) if for whatever reason no such division is agreed between the Clients then none of them shall dispute the validity or enforceability of the limit of liability on the ground that no such division was agreed between them.
29. If anything under this heading is not acceptable to you, you should expressly raise this matter with us without delay.
30. We will use reasonable skill and care in the provision of our work. 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. 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.
31. Ashton Graham alone will provide the work for you and you agree that you will not bring any claim whether in contract, tort, under statute or otherwise against any Agent of Ashton Graham including (without limitation) any individual Partner, Consultant, Employee or other Agent of Ashton Graham. The Partners, Consultants, Employees and other Agents of Ashton Graham shall be entitled to rely on the terms of this Agreement insofar as they admit their liability.
32. If you accept or have accepted any express exclusion or limitation of liability from any of your other professional advisers, our total liability to you arising out of our work will not exceed the net aggregate amount for which we would otherwise have been liable after deducting any amount which we would have been entitled to recover from such advisor as a matter of law, whether pursuant to statute or otherwise, but are prevented from doing so as a result of such exclusion or limitation of liability.
33. We shall not be liable for :
- 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
- any advice or document subject to the laws of a jurisdiction outside of England and Wales; or
- any advice or opinion given to you by any third party (whether or not nominated or recommended by us); or
- any indirect or consequential 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 causes (including but not limited to our negligence or non-performance).
Nothing in these Terms of Business 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.

Use of Email

34. All of our staff have access to email and may, unless you instruct us to the contrary, send information by email.
Use of internet email carries certain risks, confidentiality may be breached, messages may be lost or delayed, or may not be read, and viruses may be transferred through the use of email. We cannot accept responsibility for loss which you suffer as a result of the use of internet email for communication between us or between Ashton Graham and third parties. Inherent in the nature of emails is the possibility of impersonation. If in any doubt as to whether an email purporting to come from us is genuine, please contact the person who is named as the sender to verify authenticity.
We suggest that, when sending a time-critical email to us, you telephone to ensure the intended recipient is aware that a message has been sent.
Unless you request otherwise, we will not be required to post to you confirmatory hard copies of emails or attachments to emails.

Custody of papers and other items

35. We will keep all documents and any items which you deposit with us for safe keeping available for inspection upon reasonable notice. They will be returned to you on request unless they are the subject of an undertaking or obligation to a Third Party, or they are being retained pending payment of any outstanding costs. Subject to any restriction imposed by law, we do not accept liability for the loss of, or for damage to, items held in our custody, or any further liability which might arise as a consequence of an item being lost or damaged. For direct details of the insurance we carry please apply to our Practice Manager, at Waterfront House, Wherry Quay, Ipswich IP4 1AS.
36. All correspondence and working paper (including advice by Counsel and others), other than documents specifically deposited with us for safe-keeping, may be stored electronically or in paper form and destroyed after the appropriate period.

Holding money for you

37. Money which we receive from you to be applied on your behalf will be held by us in a separate Client bank account which will be subject to the strict provisions of the Solicitors Accounts Rules. Deposit interest (other than “de minimus”) amounts will be paid with or without deduction of tax according to H M Revenue & Customs requirements. We will tell you whether the interest you receive is gross or net of tax. It will be your responsibility to declare sums solely for tax purposes.
38. Interest payable will be dependent upon prevailing base rate levels which may fluctuate from time to time. In some instances we are required to settle outstanding fees out of money held for you. There may be an administration charge for large numbers of transactions.

Interest

39. Interest (subject to the minimum figure (£20) which we are not obliged to account to you) on funds deposited with us will be paid gross and will be credited to your account quarterly; you will be responsible for any tax payable.

Payment of our fees by Insurance, Trade Union or Employer

40. You should check all your insurance policies to ascertain whether any of your Insurers will pay your legal fees. Insurers normally require very early notification of a legal matter and to control the choice of lawyer instructed. You should also check if your Trade Union or Employer is willing to pay your legal costs. We can assist you in this review if you ask us to do so.

Investment and Insurance advice

41. Sometimes work involves investments. This part of our business including arrangements for complaints or redress if something goes wrong, is regulated by the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. Our firm number is is 123305. Complaints are handled by the Compliance Partner and The Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London, E14 9SR, email complaint@financial-ombudsman.org.uk

Fees

Liability to Pay

42. Whether or not you expect to recover some or all of our fees from a Third Party, you will be responsible for paying them and any VAT on them. This is so, even though you may have to wait some time for any reimbursement due to you from a Third Party and in some cases embark on more legal work to recover what is owing.
43. Some work may not proceed to completion, for example, a prospective acquisition. You will, nonetheless, be expected to meet our charges for acting for you.

Basis of charge

44. Our fees are calculated largely on the basis of the time it takes to perform the work during normal office hours. Other factors, however, come into consideration such as: the need to act rapidly or exclusively or outside the usual hours of business; the monetary value of the matter or its overall importance and complexity; out of office attendances; and the amount of documentation involved.

Fixed Fees, Hourly Rates and Estimates

45. In some cases, it will be possible to agree a fixed fee with you for certain pre-defined work. In others a combination of a fixed fee and an hourly rate of charge may be appropriate. This can be agreed with you at the outset or when a switch to this method seems appropriate.
46. In the absence of a different arrangement being agreed with you, when time charges apply without additional factors as set out in the paragraph headed “Basis of charge” above, you will be charged at hourly rates.
47. The hourly rates of individual members of the firm are available upon request at any time. Please note they are increased from time to time to take account of increases in our overheads. They may also be increased when an individual rises in seniority or attains professional qualifications. A charge, possibly at lower rates, may be made for necessarily spent time, (e.g. travelling or waiting).
48. Where no fixed fee has been agreed, we will, where possible, also try to indicate how much the overall cost of our work might be, but it can only be a rough estimate and it will need to be reviewed periodically since factors beyond our control often influence matters to a material degree. For instance, the course and hence cost of litigation or other adversarial proceedings will depend very much on the response of your opponent.

Out of pocket expenses

49. We will normally discharge all usual small out of pocket expenses for you as they occur (e.g. fares and such fees) and recover them from you when we send you a bill. We will, however, need to be put in funds in advance to cover any more substantial expenditure such as the advice of Counsel, Accountants, Actuaries, Official Registration and Court fees prior to them being incurred unless the expenditure is covered by Legal Aid. We may ask you to lodge a sum of money with us on account of such disbursements or on account of costs generally.

VAT

50. Our fees, including our hourly rates, are quoted exclusive of VAT.
Our registered VAT Number is :102 1826 22.

Billing frequency

51. Where appropriate, we will submit interim bills as work progresses. Where we have agreed a fixed fee with you, an interim charge which may be for as much as the agreed fee if the matter is not reaching a conclusion through no fault of ours. At the end of our financial year we shall be entitled to bring up to date our invoicing in respect of all your then unbilled work. Unless otherwise stated, monthly or other interim invoices are a final account of our fees for all the work done during the period to which they relate. You agree that we may bring proceedings on interim invoices which are not final bills. There may be a delay invoicing expenses incurred on your behalf pending our receipt of the relevant invoices from third parties and accordingly our invoices may not be a final invoice in relation to such expenses.

Limits on fees

52. You may at any time set a limit on the fees you are prepared to incur and we will then not work beyond that limit without referring to you. We do, however, require you to confirm this to us in writing.

Payment and interest on late payment

53. Our bills become payable within 30 days of delivery. We may charge you interest on any outstanding balance at the statutory rate allowed by The Late Payment of Commercial Debts (Interest) Act 1998 from 7 days after delivery of our bill.
54. Any payment to us may be applied in settlement of outstanding interest before settlement of the unpaid fees.
55. In the event that payment has not been received within one month, we also reserve the right to cease work at that point on that and any other matter for you so as not to incur further costs. In litigious matters we would then need to apply for our name to be removed from the court record as representing you.
56. You have a right to challenge the amount of a bill by making a complaint to the Legal Complaints Service or the Office of Legal Complaints, and/or by applying to the Court for an assessment of the bill under Part III of the Solicitors Act 1974.

Limited companies

57. Limited Companies are sometimes unable to make adequate provision for the timely settlement of legal bills. We may, therefore, require directors to underwrite the fees personally unless alternative arrangements have been made in writing.

Litigation Costs

58. If we are dealing with court work on your behalf, we will give you some additional information on the more complicated subject of litigation costs which always involve the risk of you being ordered to pay the costs of another party and the likelihood that, even if the other party is ordered to pay your costs, the amount fixed or assessed as payable to you by that other party for your costs will be less than the fees that you will be liable to pay out. In particular, if you are instructing us to act for you in proceedings in a County Court, the fees that you will be liable to pay to us will not be limited to the amount that you could have recovered from any other party to those proceedings.
59. If we enter into a conditional fee agreement with you separate terms will apply and we shall supply details when applicable.

Varying these terms and other changes

60. We reserve the right to supplement or vary these terms of business at the outset in correspondence with you or subsequently by agreement with you. You should also be aware other changes to our relationship may occur by law, for example, changes to our rules of professional conduct or statutory changes of which we have no control.

Termination

61. This paragraph applies only if you did not instruct us face to face. You may withdraw any new instructions within 7 working days of giving them without incurring any fee. This right will cease if we start to act on those instructions with your consent within that time.
62. Otherwise, although you may terminate our appointment at any time, you will be liable for our fees up to that point.
63. We may cease to act for you on any matter by giving you reasonable written notice if:
- You fail to give us proper instructions;
- You fail to give us the co-operation which we are reasonably entitled to expect;
- Our continuing to act would be impractical, unethical or unlawful;
- We have a conflict of interest;
- You fail to provide us (or to replenish) sufficient money to be held on account; or
- You fail to pay our invoices as and when due for payment.
On termination by either you or us:
- You must pay our charges for work carried out up to the date of termination, and
- We may keep all of the papers which we are entitled to retain until all of our costs, disbursements and interest have been paid.
64. If our appointment is terminated whether by ourselves or you, we may be entitled to keep all of your papers and documents until our fees and expenses have been paid.

Governing Law

65. The Law of England will govern our professional and contractual relationship with you notwithstanding you may be based, or our services provided to you, in Scotland, Northern Ireland or elsewhere. These terms and conditions are available in English and French.

Feedback and Complaints Procedure

66. We are committed to continuous improvement in the quality of our services. We encourage suggestions or comments from you in helping to achieve this goal.

If you would like to discuss ways in which our services could be improved, or if you are dissatisfied with any aspect of the services you are receiving from us, including issues relating to our bills, please contact the partner responsible for your matter or, if appropriate, you can raise this matter with Ian Winterbone who is the Partner with overall responsibility for Client Care. He will then attempt to resolve any such issues, initiating the firm’s internal complaints procedure. If you are not satisfied with our handling of your complaint, you can ask the Legal Services Ombudsman at Legal Services Ombudsman, 3rd Floor, Sunlight House, Quay Street, Manchester M3 3JZ or email Iso@olso.gsi.gov.uk to consider the issues. We are regulated by the Solicitors Regulation Authority and our firm number is 50075.