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Terms of Business (“The Terms”)

1. The Client

The name and address of the client (“you” or the “Client”) who has instructed The Specter Partnership (“we”, “us” or the “Firm”) and the nature of the transaction or case involved (the “Case”) are set out in the attached Schedule (the “Schedule”).

2. Persons Responsible for Work

The name and status of the person(s) responsible for the day to day conduct of the Case and (if he/she is not a partner) of his/her supervising partner (the “Lawyers”) are set out in the correspondence accompanying these Terms. If it becomes necessary to transfer the conduct of the Case to another person within the Firm or for other specialists or support staff within the Firm to become involved, you will be consulted and advised in writing of that person’s name, status and hourly charging rate (and that person will then be included as one of the “Lawyers”).

3. General Conduct of the Case

We will at all times keep you informed both of the progress of the Case and of the reason for any serious delay that occurs. We will always seek your instructions before taking any important step on your behalf in the Case. Please do not hesitate to contact the Lawyer responsible for the day-to-day conduct of the Case or his/her Supervising Partner having overall responsibility if different, should you ever require information about the conduct of the Case or wish to discuss any aspect of it

4. Problems and Disputes

We aim to give all our clients an efficient and effective service. If you are dissatisfied, however, with any aspect of the Firm’s service, you should contact the partner of the Firm with responsibility for client care whose name is set out in the Schedule. All firms of solicitors are obliged to attempt to resolve problems that clients may have with the service provided. It is therefore important that you immediately raise your concerns with us. We value you and would not wish to think you have any reason to be unhappy with us.

5. Agreed Fees

We may agree a fixed fee. If so, the amount of the Agreed Fee is specified in the Estimate of Costs. In such Cases the fee is agreed on the basis that the Case will be straightforward and there will be no unforeseen complications or protracted negotiations. If these arise, we reserve the right to charge for the additional work involved but we will notify you in writing as soon as we consider that this is occurring and will advise you of the basis or amount of the additional costs.

6. Disbursements

a. If the Firm incurs any expense on the Client’s behalf during the Case (e.g. search fees, registration fees, stamp duty), these expenses, known as specific disbursements, will be additional to the Firm’s costs and, if requested, you will be required to put the Firm in funds before we incur them.

b. The Firm will also charge the amount specified in the Schedule for transferring money from the Firm’s bank to another bank which usually only occurs on completion of a sale or purchase (TT Fee).

7. Value-Added Tax

Value-Added Tax at the applicable rate will be added to the Firm’s fees and to any disbursements as required by law. If a Client is registered for VAT, the Client will be responsible for payment of VAT when another party pays the Client’s legal fees.

8. Payment on Account

It is the Firm’s practice to ask you to make a payment on account of anticipated costs and specific disbursements, and if this is required the amount will be set out in the Schedule. This sum will be held in the Firm’s client account and will be available to meet fees and disbursements incurred by the Firm on your behalf. Except for specific disbursements, the money will not be used until an account has been sent to you, at which time the Firm may ask you for a further payment on account.

9. Payment

The Firm requires full costs and disbursements to be paid on completion of the Case and where we hold money in hand on completion we will offset this against the final bill

10. Security for Costs

We reserve the right in certain circumstances to request that we have security for payment of our costs, for example, in the form of an indemnity or guarantee from a third party. In these circumstances, we will notify you and advise that the third party concerned should take independent legal advice.

11. Tax and VAT Implications

In many transactions, particularly in commercial cases, it is likely that there will be tax and/or VAT implications. We do not hold ourselves out as giving tax or VAT advice and you should take the advice of your own accountants or other appropriate advisers on these matters in relation to the Case.

12. Money Laundering Regulations and the Proceeds of Crime Act 2002

For the protection of all our clients and to ensure that we comply with this legislation, we operate a reporting procedure to the National Criminal Intelligence Service (“NCIS”). In the circumstances prescribed by the legislation, we must make disclosures to NCIS. These duties override our responsibilities and duties to you including our duty of confidentiality.

13. Use of E-mail

The Firm aims to provide a quick and efficient service. Sometimes this will involve the use of external e-mail for the transmission and receipt of documents. Whenever this is the case, we will try to ensure that appropriate levels and means of secure transmission and encryption are used.

14. Storage of Papers and Deeds

a. After completing the Case, we are entitled to keep all your papers and documents while money is owing to us. We will keep our file of papers (except for any papers which you ask to be returned to you) for no more than the number of years set out in the Law Society’s Guidelines and on the understanding that we have your authority to destroy the file at the end of that period. We will not destroy documents you ask us to deposit in safe custody.

b. We do not normally make a charge for retrieving stored papers or deeds in response for continuing or new instructions to act for you. However, we reserve the right to make a charge based on the time we spend on reading papers, writing letters or other work necessary to comply with these instructions.

15. Termination

a. You have the right to cancel your instructions for our services without charge within seven working days of the date you receive these Terms. However, you do not have a right to cancel once we start work with your consent within that time. Signature of the Terms constitutes consent for these purposes. To cancel your instructions you must inform us in writing.

b. Once the seven working days have passed or we have started work with your consent within that time, you or we may at any time terminate our services. For example, you may decide you cannot give us clear or proper instructions on how to proceed, or you may lose confidence in our work. Such termination will be effective from the date of receipt of your notice in writing to us/our notice in writing to you (as applicable) of the intention to terminate. If you or we decide that we will stop acting for you, you will pay our accrued charges and expenses in accordance with these Terms as stated in our separate correspondence.

c. We are entitled to keep all your papers and documents while money is owing to us.

d. We will decide to stop acting for you only with good reason and on giving you reasonable notice.

16. Data Protection and File Audits.

a. It is the Firm’s policy to respect the privacy of its clients. The Firm will not disclose the details and information provided by you to any third party without your consent unless it is specifically required to do so by law, or in response to a valid, legal request by a law enforcement or governmental authority. The Firm may also disclose the information we hold to your legal expenses insurer (if any) or any company in the same group as them for the purpose of enabling them to collect information in relation to your claim. To help maintain our high standards and to ensure we comply with the rules and requirements of our regulatory bodies, external auditors review our files from time to time. Sometimes it is also necessary for us to produce files to our professional indemnity insurers.

b. By accepting these Terms, you acknowledge and consent that the Firm may store and process your personal details and information (for example your name, address, telephone number and details of the service you use) in accordance with any relevant data protection legislation and that we may use this information for the purposes outlined in these Terms. We maintain databases of our clients both manually and electronically. We use this information from time to time for mailing information about the services that we offer and for carrying out checks to establish whether we have a conflict of interest. The maintenance of the databases is also essential for the proper operation of our case management and accounting systems. We always ensure, however, that we handle data about our clients in accordance with the provisions of the Data Protection Act 1998. If at any time you do not wish us to provide you with this information or to retain your details on our system then please inform us in writing.

17. Financial Services

Sometimes conveyancing/family/probate/company work involves investments. We are not authorised by the Financial Services Authority and so may refer you to someone who is authorised to provide any necessary advice. We can, however, provide certain limited services in relation to investments, provided that they are closely linked with the legal services we are providing to you, as the Law Society regulates us.

18. Jurisdiction

These Terms shall be subject to and construed in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts.

19. Force Majeure

We reserve the right to delay work on your Case or to cancel provision of our services to you (without liability to you) if we are prevented from or delayed in the carrying on of our business due to circumstances outside the reasonable control of the Firm including, without limitation, strike, lock-out or other industrial action (whether or not relating to either party’s workforce), terrorist activity, civil commotion, government action, acts of God, fire, storm, war or national emergency or other circumstances beyond the Firm’s reasonable control provided that, if the event in question continues for a continuous period in excess of three months then you shall be entitled to give notice in writing to terminate our services.

20. Third Party Rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

21. Severance

If any provision of these Terms (or part of a provision) is found by a court or administrative body or competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

22. Waiver

Failure or delay by the Firm in enforcing or partially enforcing any provision of these Terms shall not be construed as a waiver of any of its rights under these Terms. No waiver of any of these Terms by the Firm shall be deemed to be a further or continuing waiver of any subsequent breach of that term or any other term.