TERMS OF BUSINESS

Schedule 1 – Terms of Business

1. Introduction

 These are Charles Lyndon’s standard terms of business that apply to our whole relationship with you as a client.  They may not all be relevant to you.  In signing the Engagement Letter you are deemed to have accepted these terms of business.  Please ensure you read and understand them before signing the Engagement Letter.

2. Scope of our Advice

 We will undertake the work set out in the Engagement Letter.  Unless otherwise specified, this will not include advice in relation to tax or accountancy.  Similarly, we can only advise on the law of England and Wales and do not provide advice on the law in other jurisdictions.

 Our advice is provided to you as our client.  This may not be passed to or used by anyone without our prior written consent.  No other parties have the right to rely on our advice or any agreements that we may have in place with you. 

 If multiple parties have signed an engagement letter in relation to your matter, you consent for us to take instructions from any individual who has signed the Letter, we will not confirm these with each signatory unless explicitly and in writing agreed with you.

3. Scope of your Instructions

 The Engagement Letter sets out the scope of your instructions to us. If changes are made to this, these will need to be in writing and, if substantial, a new engagement letter will be put in place.  Please inform us promptly of any information that has an impact on your instructions to us or your case.  We will not be responsible for any failure to advise or comment on matters outside the scope of your instructions. 

4. Standard of Service

 We will:

• Regularly update you on the progress of your matter
• Communicate with you in plain English
• Explain to you the legal work required as your matter progresses
• Advise on the best course of action in your matter
• Give frequent updates on the costs that are likely to be incurred in your matter
• Keep you up to date on the likely timescale of your matter
• Deal with your queries promptly

5. Our charges

 The Engagement Letter sets out the basis on which you will pay Charles Lyndon for our work on your matter. 

 If you have agreed to pay us on an hourly basis, this will be at the hourly rate as set out in the Engagement Letter. 

 We will do our best to give you an estimate (based on the information available to us at the time) of what the charges for the work are likely to amount to including fees, VAT and disbursements. If this is not possible we will advise you of the basis upon which we will charge up to the point at which we are able to give you an estimate of the fees involved. In these circumstances you may wish to suggest a costs ceiling or cap which we will not exceed without your further instructions. Please note that an estimate is not the same thing as a fixed fee and is liable to change.

 In some cases, we might be able to agree a fixed fee in which case you will be charged that amount for the Fixed Fee Work as defined in the Engagement Letter. Any work which is different from or supplemental to the Fixed Fee Work will be charged separately.

 When you instruct us, you should consider whether you will be able to pay our fees and any disbursements as the matter progresses. If you are unlikely to be able to fund an action to its conclusion, we need to discuss at an early stage (and before proceedings are issued if you are the claimant) how (or whether) we can work together to fund the action to its conclusion.

6. How we calculate our fees

 Our fees are calculated mainly by reference to the time that is spent in dealing with your instructions.  Where we are charging on an hourly rate, different hourly rates may be charged for different types of work, and according to the seniority of the person who handles it for you. Time spent on dealing with your instructions will include:

• Meetings with you and others;
• Negotiating with others on your behalf in meetings, by letter, e-mail, fax and by telephone;
• Considering, preparing and working on papers, documents, pleadings, statements etc
• Reporting back to you as necessary or required;
• Preparing for Court hearings, including travelling and waiting time;
• Instructing third parties on your behalf;
• Legal and factual research;
• Correspondence and communications (sent and received including by letter, e-mail, fax and text);
• Making and receiving telephone calls; and
• Preparing detailed costs calculations and budgeting for the court and for you.
• Dealing with and advising you on any matters such as ATE insurance, Conditional Fee Agreements or similar, and third party funding.

 Where we are acting for you on an hourly rate charge basis, any lawyer who spends time working on your matter will record their time. Time is recorded in ‘units’ of six minutes (and the time recorded is rounded up to the nearest whole unit) for all work undertaken on your behalf and this is then charged at the appropriate percentage of the relevant hourly rate.

 Sometimes, where the nature of the work warrants a different basis for charging, we may calculate our fixed price or estimate and subsequent fees taking into account additional factors other than time spent. Such factors may include the complexity of the issues, the speed at which action must be taken, the expertise or specialist knowledge which the case requires or, if appropriate, the value of the property or subject matter involved. In such cases, the basis of our charges will be made clear to you at the outset, or when it becomes apparent that such factors will influence the estimate or basis of the charge.

7. Expenses and disbursements

 We are often required to make payments to third parties (such as barristers and experts) and to pay court fees and other expenses. Such payments to third parties will be made on your behalf as work progresses. Where appropriate, payments will be made from your money held by us in the firm’s client bank account. Please respond quickly to any request for payment in advance of expected disbursements, as any delay in providing cleared funds may delay your transaction. We may not be able to take the next step if the money is not available to us as cleared funds. In the case of court fees, the sanctions for non-payment can be extremely serious and may include your claim and/or defence being struck out. You agree that we will not be liable for the consequences of your failing to put us in funds for court fees that have been requested but not supplied.

 Disbursements and expenses are charged at cost.

Minor expenses, e.g. postage, telephone calls and reasonable photocopying done internally, are included in our fees; however, we reserve the right to charge you for:

• Expenses of travel, accommodation and meals when travelling away from the office (and exceptional costs of in-house provision of food, subsistence items or other amenities) in fulfilling your instructions;
• Late night transport home for Directors or staff or the cost of overnight accommodation where the work necessary to fulfil your instructions must be necessarily be undertaken after 21:00;
• Photocopying and scanning expenses incurred on your behalf;
• CHAPS transfers on your behalf by our bank;

Current rates of charge for some common charges  are as follows:

• Photocopying and scanning – 25p per copy;
• A4 or smaller colour photocopying and scanning – £1.00 per copy; and
• Computerised legal research – at cost.

8. Changes to our rates

Our hourly rates are reviewed annually, usually in January and you will be informed, in advance, if any increased rates will be applied to your work.  Otherwise, our hourly rates are fixed at the outset of a matter.

9. Your liability for the legal costs of this firm and of others

 It is important to be aware that this firm is employed by you and that you are personally responsible for the payment of our fees regardless of any order for costs made against your opponents.

 In addition, if your case is unsuccessful, you will probably have to make a contribution to your opponent’s costs as well as being required to pay all of your own. Please ask us if you would like further advice on your potential liability for your opponent’s costs. If you are successful in your case it is important to note that the most that you can usually hope for is that the other party will be ordered to pay part of your costs and you will therefore have to pay the remainder. There are also circumstances in which you will still have to pay all of our fees even though you have been successful, such as where your opponent is (or becomes) bankrupt or insolvent.

10. Interim invoices

To enable you to budget we will normally send out interim invoices from time to time (usually monthly) before the conclusion of your matter. We will then send out a final bill on the completion of the work. In the normal course of events any interim bill will be on account of the final costs in that matter and we will not therefore be limited as to the eventual amount of costs charged for the period stated on any such interim invoice.

From time to time, however, we will also be entitled to raise what will be headed an ‘interim statute bill’. This will be different to the interim invoices described above in that the charges stated will be final for the period in question and will not be capable of being subject to any addition or amendment on our part at any later stage. We will also therefore be entitled to commence recovery procedures in the event that any such bill remains unpaid. If you are unhappy with any interim statute bill you are entitled to request an assessment from the courts under part III of the Solicitors Act 1974. In these circumstances we are entitled to charge interest for any sums that are or remain unpaid. There are strict time limits for this process and you may wish to seek independent legal advice.

We may also render additional bills to cover disbursements which we have incurred in dealing with your instructions.

11. Final invoice

Once the matter is concluded we will render a final invoice for all outstanding fees, disbursements and VAT, excluding any charges already included in interim invoices. Sometimes, the final invoice will include an allowance for concluding work that will be necessary to close your file after the matter is completed, but this will be explained to you.Any money due to you will be paid by bank transfer: it will not be paid in cash or to a third party.

12. Payment on account

Our standard policy is to ask clients to provide sums in advance to cover charges.

If we do, any payment will be held on generally on account of charges which we are likely to incur on your behalf.  Any interest earned above a de minimis level of £25 will be credited to you.

We will discuss with you the amount which is appropriate at the outset of any new matter.  It will be helpful if you could please meet any requests for payment promptly.  However, if there is any difficulty in this respect please contact the solicitor who is dealing with your matter.

All client money is placed in a client account with our bank NatWest.  NatWest is covered by the FSCS or the Financial Services Compensation Scheme.  The FSCS is the UK’s statutory fund of last resort for customers of financial services companies.  The FSCS can pay compensation if a bank is unable (or likely to be unable) to pay claims against it.  The compensation limit for eligible claimants is presently £85,000.

In the event of Natwest being unable to meet any claim i.e. its collapse, it is unlikely that we will be held liable for any losses resulting from the bank’s collapse but we can make disclosure on your behalf to the FSCS to assist in any claim you may wish to make against the fund of last resort. 

You should however be aware of the following in relation to the £85,000 FSCS limit:

The limit is applicable to each individual and so if you hold other personal monies in the same bank, the limit remains £85,000 in total; and

• a corporate body client may not be eligible for compensation from the FSCS if it is not considered a small company; and
• the limit applies per banking licence. Some deposit taking institutions have several brands i.e. where the same institution is trading under different names but under one licence. 

13. Anti Money Laundering Legislation

Our policy is one of strict compliance with the statutory regulations and therefore we shall not be able to act upon your instructions until we have completed those procedures we deem necessary to satisfy the legislation and regulations to which we are subject.  We may use a third party search agency to verify your identity and validate your address solely for the purposes of fulfilling our Anti-Money Laundering obligations.  You give us permission to use these third party search agencies and to obtain information about you for these purposes only.  You also agree to be responsible for the costs of these third party agencies and such costs shall be reimbursed by you as a disbursement (please see Condition 9).

If we are able to accept your instructions, we reserve the right to recover fees (calculated on a time basis), together with any expenses and disbursements which accrue or which we incur in complying with the legislation and regulations to which we are subject.

14. Termination of Instruction

You may terminate our instructions at any time by giving us written notice. You must pay Charles Lyndon’s fees for the work done to the termination date and disbursements. If we have entered into a CFA with you, you will be liable for all work undertaken up to termination at the normal rates, if you continue with the case and win, you will also have to pay any applicable success fees for that work.

In some circumstances, for good reason, we may decide to cease acting for you.  Examples of circumstances where we might so decide include a failure on your part to provide us with adequate instructions or when we find ourselves unable to comply with your instructions or when our invoice remains unpaid outside an agreed payment timetable or when a payment on account is not made in accordance with these standard terms and conditions and our Engagement Letter.

We will give you reasonable prior written notice if we decide for whatever reason that we are no longer willing or able to act for you.  If we are on the court record on your behalf you must, if we have given such notice, arrange for other solicitors to file a Notice of Acting on your behalf or file a Notice of Acting in Person.  If you fail to do so we shall rely upon this condition in applying to be removed from the record as acting for you.

In circumstances where our instructions are terminated, or we cease to act for you, we will be entitled to receive payment for our reasonable charges.  In the case of a fixed fee, please refer to the Engagement Letter.

15. Transfer or Assignment of Instructions

We may transfer our rights under this contract to any organisation within which our practice may continue in the future (and in such an instance you agree that our obligations under the contract will be assumed by such organisation).  We will not otherwise transfer our rights unless we get your written permission first.

16. Data Protection and General Data Protection Regulations

Your privacy is important to Charles Lyndon and we explain here how we use your personal data, including how we collect, use and process your personal data, and how, in doing so, we comply with our legal obligations.

In relation to the applicable data protection legislation (including but not limited to the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”)), the entity responsible for your personal data is Charles Lyndon Limited of 22 Eastcheap, London, EC3M 1EU.

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

• Updating and enhancing client records
• Analysis to help us manage our practice
• Statutory returns
• Legal and regulatory compliance

Our use of that information is subject to your instructions, the Data Protection Act 1998 and the GDPR and our duty of confidentiality. 

The information you provide will be held securely by Charles Lyndon and/or other appointed data processors using appropriate security systems to protect the confidentiality and integrity of your information from unauthorised access and disclosure.

All information you provide to us via the registration page will be processed in accordance with the Data Protection Regulations and as set out in this Privacy Notice.

Although we do our best to ensure the security of your personal data and to use only reputable service providers, unfortunately no information system can be 100% secure and we cannot guarantee the absolute security of your information.  In particular, we will not be responsible for the security of any information which you transmit to us over networks that we do not control including the internet and wireless networks.  We have in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

It may be necessary to securely transfer your information to third party data processors to perform certain functions.  We may share your personal data:

• with our employees, partners and consultants (whose details can be found in our Legal Notice) on a confidential basis where required for internal administration, compliance and other business purposes;
• with third party providers who host the services on which our data is stored, our IT consultants and other suppliers of business and administrative services;
• with third party providers for the purposes of money laundering and other compliance and reference checks and other fraud and crime prevention purposes; and
• with our insurers and professional advisors as is necessary for the purposes of obtaining and maintaining insurance cover, obtaining professional advice, managing legal disputes and maintaining accounts records and financial audits.

Any information which we share with third-party providers will be pursuant to contractual arrangements which we put in place which require that the data is processed only in accordance with our instructions for specified purposes and applicable law or pursuant to any approved sub-processing agreement.

Charles Lyndon also reserves the right to disclose any information which it holds where necessary: (a) to appropriate courts, law enforcement authorities, governmental or regulatory authorities, if required to do so by law or regulation or by any governmental or law enforcement agency; and (b) in order to protect the vital interests of the data subject or of any other individual.

Charles Lyndon has a legal obligation to ensure that any information which you provide remains accurate and up to date and we would ask that you contact us to update or correct your information if it changes or if you believe that any information that we have collected about you is inaccurate.  You have a right at any time:

• to request details of any categories of personal data which we hold about you, the purposes for which we process the data and any third parties with whom it is shared. Provided the rights and freedoms of others are not affected we will supply you with a copy of the data;
• to ask us to update or correct any personal information which we hold, object to or ask us to restrict the processing of that personal data for particular purposes. You may withdraw any consent you have previously given to us at any stage by notifying us by email to [email protected] or using the other contact details below;
• where the personal data is no longer necessary for the purposes for which it was collected, you may have the right to request that it be erased but this may be overridden where the data is necessary for other purposes including compliance with a legal obligation or in connection with potential legal claims;
• to lodge a complaint with the UK Information Commissioner’s Office who can be contacted avia their website https://ico.org.uk/make-a-complaint/ or by telephone on 0303 123 1113.

If you wish to exercise any of your rights in relation to your personal data, please contact us by email to [email protected] or by post to the Data Manager, Charles Lyndon Limited, 22 Eastcheap, London EC3M 1EU.

Full details of our data protection and privacy policy including: retention policy, right to object, right to withdraw consent, data subject access requests, right to erasure, right to restrict processing, right to rectification, right to data portability are available on request.

We may from time to time send you information which we think might be of interest to you. If you do not wish to receive that information, please notify our office in writing.

17. If you are unhappy about our service or a bill

Charles Lyndon is committed to high quality legal advice and client care. If you are unhappy about any aspect of the service you have received or about the bill, please contact Rodger Burnett at our office. We have a procedure in place which details how we handle complaints which is available upon request. We have eight weeks to consider your complaint. If we have not resolved it within this time you may complain to the Legal Ombudsman. Contact details for the Legal Ombudsman and details of the time limits for making a complaint can be found at http://www.legalombudsman.org.uk.  For further information, you should contact the Legal Ombudsman.

If you are not satisfied with our handling of your complaint you can ask the Legal Ombudsman to consider the complaint. Ordinarily, 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 one year of the act or omission about which you are complaining occurring (or if outside of this period, within one year of when you should reasonably have been aware of it).

If you are unhappy with any bill you may also be entitled to request an assessment from the courts under part III of the Solicitors Act 1974. In these circumstances we are entitled to charge interest for any sums that are or remain unpaid. There are strict time limits for this process and you may wish to seek independent legal advice.

18. ATE Insurance

In the event that ATE insurance is entered into, the following will apply:

The Client hereby gives the Solicitors its irrevocable instructions that all monies that are subject to this Claim shall be received, held and distributed in accordance with the terms of the Retainer and the Insurance Agreement.

In the event that the Client were to provide instructions in material breach of the Client’s obligations under the Retainer:

• It shall indemnify and hold harmless the Solicitors from any liability arising from such actions;
• The Solicitors shall be entitled to withdraw from acting for the Client on the Claim upon providing sufficient notice in wording to the Parties (such notice must not be less than 10 days).

19. Confidentiality

Sometimes we ask other companies or people to do typing, photocopying or other work 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.

External firms or organisations may conduct audit or quality checks on our practice. These external firms or organisations are required to maintain confidentiality in relation to your files.

20. Document retention

It is the firm’s policy to retain files for seven years after the conclusion of a matter after which time the files will usually be destroyed.

21. Documents

It is likely that, as the matter progresses, we will need to review all of the documents which are relevant to it (please note “documents” includes electronic generated documents) as well as audio and video tapes and computer records.  In any event, in the normal course of proceedings, the parties are obliged to disclose to each other all documents which they have or have had at any time, relating in any way to the issues between them.  For those reasons, it is extremely important that any documents which you may already have are carefully preserved.  This entails keeping them safe and ensuring they are not marked, altered or otherwise tampered with.

You should also note that some documents are “privileged” from production to the other party in an action.  Broadly, this includes all documents created in anticipation of litigation or otherwise for the purposes of seeking legal advice.  You should not assume that all documents created in connection with this matter will be privileged.  We recommend that you seek advice from us before any document is created which might fall into this category.  This will be particularly important if you are corresponding directly with the other party or parties on a “without prejudice” basis.

22. Disclosure

Every party to litigation is under a duty to give disclosure.  Disclosure is the process whereby documents which are, or have been, in a party’s “control” are disclosed to other parties in the litigation.  We shall explain to you, in writing, your rights and obligations under “disclosure” including:

• What you will have to disclose;
• What is a “document” and when is it in your “control”;
• When your duty to disclose arises;
  • What is the extent of your duties to search for documents;
  • The meaning and status of “privileged” documents;
  • The need to retain potentially disclosable documents;
  • Your rights to inspect the other parties’ documents.

23. Costs in Litigation Cases

Should court or arbitration proceedings prove necessary then, at the conclusion of those proceedings, costs will normally be awarded to the successful party.  The amount of payment will be assessed by the court or arbitrator.  Even if you are successful in your claim it is unlikely that you will recover all of the costs you have paid or become liable to pay.

The court differentiates between costs which have been incurred simply to progress the case (which will generally be payable by the losing party to its opponent) and those costs which are incurred entirely for your benefit (for example regular updates, including telephone advice).  You will be liable for any shortfall due to us.  You are liable for our charges and expenses whether you win or lose the case and whether or not your opponent is ordered to pay your costs.

There may also be a shortfall if the court decides that the other party should not have to pay the hourly rate which you have contractually agreed with us.

It is equally important for you to note that, if you are ultimately unsuccessful, you may be responsible for the costs incurred by the other party to the action in addition to our costs.

24. Our Liability to You

We do not in any circumstances seek to limit our liability below the minimum level of insurance cover required from time to time by the Solicitors Indemnity Insurance Rules. Subject to that our liability to you is limited to losses, damages, costs and expenses (“Losses”) caused by our negligence or wilful default. We will not be liable if such losses are due to the acts or omissions of any other person or due to the provision of incomplete, misleading or false information. The aggregate liability, whether to you or any third party and whether in contract, tort or otherwise, of Charles Lyndon, its directors, solicitors and agents for any losses in any way connected with any of the services provided to you under the terms of the Engagement Letter (and Terms of Business) (including interest) shall not exceed three million pounds sterling (£3,000,000). Any director, solicitor or agent of Charles Lyndon may rely upon and enforce this limitation in that person’s own name for the person’s own benefit.

Nothing in the Engagement Letter and Terms of Business excludes or restricts any liability arising from fraud or dishonesty or reckless disregard of our professional obligations or liabilities which cannot be limited or excluded by law or excludes, as opposed to limits, our liability for negligence.

In order that our liability to you arising from our negligence or wilful default shall be fair and proportionate, we may include provisions in the Engagement Letter which limit our liability in certain circumstances.  In any event, please note carefully the exclusion of liability (contained in Condition 3) in circumstances where matters fall outside our instructions.  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.  Nothing in this condition shall be construed as purporting to exclude or limit any liability the exclusion or limitation of which is prohibited by law.  In particular, we cannot limit our liability for death or personal injury caused by our negligence.

You acknowledge that we are a limited liability company and that there is no contract between you and any of our individual solicitors or Directors.  Any advice given to you by a solicitor or a Director is given by that person on behalf of us and that person does not assume any personal responsibility to you for that advice.  Accordingly, you will not bring any claim against any individual solicitor or a Director in respect of any losses which you suffer or incur, directly or indirectly, in connection with our services.  None of the provisions of this Condition 23 will limit or exclude our liability for the acts or omissions of our solicitors or Directors.

You acknowledge and accept that Charles Lyndon has no responsibility or liability for malicious or fraudulent emails purportedly coming from us; and that it is your responsibility to ensure that all emails coming from us are genuine before replying on the content.

In order to practice as a Company offering general legal services, Charles Lyndon is required to hold Professional Indemnity Insurance.  Our insurers are Endurance Worldwide Insurance Limited, 1st Floor, 2 Minster Court, Mincing Lane, London, EC3R 7BB, (tel: 0203 060 6000).

25. Equality and Diversity

Charles Lyndon is committed to promoting equality and diversity in all of its dealings with clients, third parties, employees and consultants. Please contact us if you would like to see a copy of our equality and diversity policy.

26. Applicable Law

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 Courts of England and Wales.

You agree that in the event of any dispute or claim arising out of or in connection with this agreement you accept service by email.