Terms of Business

1. Warner & Richardson LLP

Our principal partnership is Warner & Richardson LLP, a limited liability partnership incorporated in England with number OC420863 (“the Firm”). The Firm is authorised and regulated by the Solicitors Regulation Authority (“SRA”) (number 646728) in accordance with the Solicitors Code of Conduct 2011 as amended.

It is Warner & Richardson LLP which accepts your instructions to provide legal services as set out in our letter of engagement (“Letter of Engagement”) accompanying these Terms of Business and with which you are contracting for the purposes of the provision of those legal services (“the Engagement”). References to the Firm, ‘we’, ‘us’ and ‘our’ are to Warner & Richardson LLP. Use of the word “partner” refers to a member of the LLP, an employee or consultant with equivalent standing and qualifications. References to ‘you’ and ‘your’ are to the client or clients referred to and to whom the Letter of Engagement is addressed.

2. These terms

The Terms of Business should be read together with the Letter of Engagement. Together they form the contract between you and us for the purposes of the Engagement. If and to the extent that the Terms of Business conflict with the Letter of Engagement, the Letter of Engagement shall prevail.

From time to time it may be necessary to amend or supersede these Terms of Business. In such circumstances we shall notify you of the proposed changes. Unless we hear from you within 14 days of such notification, the new Terms of Business will come into effect.

3. Conflicts of Interest

Before accepting any Engagement, we will determine whether we are able to act for you under legal and professional regulations on conflicts of interest. We will not act for another client in relation to the subject of this Engagement or a related matter if a conflict of interest arises or there is a risk of such a conflict, unless we are permitted by legal or professional regulations to do so.

You agree that we may otherwise act for any other client, including commercial competitors and this may include acting on any particular matter in which you may have an interest unless we conclude that it would be inappropriate for us to do so having regard to any legal or professional restrictions. Subject to us putting in place any arrangements we consider necessary to protect documents or information about you held by us and which are or may be relevant to an Engagement for another client, you agree that we may act for that other client without further confirmation from you.

Should a conflict of interest or the risk of a conflict arise during the Engagement, we may terminate the Engagement with you but reserve the right to continue to advise the other clients involved subject to any legal or professional restrictions. We may not be able to disclose to you the details of the reasons for such termination of the Engagement but we will not accept liability for any losses arising from a termination of the Engagement in such circumstances.

4. Money Laundering and Terrorist Financing

We are subject to money laundering and terrorist financing legislation where we are required to obtain evidence to verify your identity before accepting new instructions from you, even when the Firm and its predecessors have acted for you previously. Verification may include electronic searches and checks. By instructing us you authorise us and give us your consent to carry out such checks as are necessary for these purposes. We reserve the right to charge you for any time and costs we incur necessarily to verify your identity or otherwise comply with these statutory requirements. If we do not receive satisfactory evidence of your identity we will not be able to act or continue to act for you and will be obliged to terminate the Engagement immediately.

Our professional duty to keep information about you confidential (in accordance with clause 17) is subject to statutory exceptions including obligations in certain circumstances (and with criminal penalties for any failure) to report to relevant authorities knowledge or suspicion of criminal activity, involvement in money laundering or criminal property or terrorist financing by a client or third party. We may be obliged to make such reports without reference to you and without your knowledge or consent as it is an offence to “tip-off” any party or any other third party suspected of money laundering. We may be obliged to suspend the Engagement temporarily or terminate the Engagement without being able to explain why. We will not accept liability for any loss arising out of any decision made in the course of complying with these statutory obligations.

Under money laundering legislation, we are obliged to keep records of the Engagement, including financial records, which we will keep for at least seven years from cessation of any instructions or completion of the Engagement.

We will accept cash payments of up to £500.00 only. If you seek to circumvent this policy by depositing cash directly with one of our banks, we reserve the right to charge you for any checks we deem necessary to establish the source of funds and any additional actions undertaken by us or cost incurred in dealing with such cash.

Any payments to you will be made by cheque or electronic banking transfer. No payments will be made to a third party without express written authority and details of a bank held in England and Wales. We will not ordinarily make any payments to bank accounts held outside the United Kingdom.

5. Our Services

We will perform the Engagement with reasonable skill and care.

Our opening hours are between 9:00 am and 5:00 pm on normal working days in England. We close our office for lunch between 1:00 pm and 2:00 pm daily. Messages can be left on our telephone messaging system outside these hours or by email at any time. Appointments may be arranged outside these hours either in the office or outside the office by prior arrangement. We reserve the right to make additional professional charges in respect of any meetings held outside the office.

The Engagement will be attended to by a qualified practitioner supervised by an appropriate Member. Details of the individual with conduct of the Engagement and any assisting staff are given in the Letter of Engagement. We will endeavour to ensure that the individuals named in the Letter of Engagement deal with the matter throughout however others may need to assist or take over conduct of the Engagement in appropriate situations.

6. Our Advice

Our advice is prepared solely for use by you and for the intended purposes associated with the Engagement and any subsequent variation thereof. Our advice should not be disclosed to any third party without our prior written agreement.

Our services and advice will not include advice on tax related issues or other financial implications arising out of the Engagement unless requested by you and agreed with you in writing. Where we draft, review or advise on agreements or other documentation, we do so as legal advisers, not as specialist advisers or experts in other technical disciplines or professions. It remains your responsibility to ensure that appropriate expertise from other specialists including tax, insurance, investment and financial advice is obtained where appropriate. We may charge additional costs for seeking advice on your behalf from a specialist within or outside the Firm or refer you to an appropriate adviser for that advice directly.

7. Your Responsibilities to us, Instructions and Information

Unless instructed otherwise in writing, we will act on the basis that your agents, employees, directors and officers who give us instructions are authorised to do so and that we may act on oral instructions. Where necessary, you will ensure that we have timely and reasonable access to your employees and agents and you will procure that they will provide us with such assistance and instructions as we require to complete the Engagement. When accepting instructions from a limited company, incorporated institution or trust body we may require a director, shareholder or trustee to sign a form of personal guarantee and or countersign these Terms of Business thereby accepting liability personally for the Engagement.

We will communicate with you by such method as you reasonably request. If such communication is verbal we may ask you to confirm instructions in writing. We will treat email correspondence in the same order of priority as normal post and will respond accordingly. Where information relevant to the Engagement is provided to someone in the Firm other than those with conduct of the Engagement, you accept that knowledge of that information will not automatically be imputed to those individuals involved in the Engagement.

In order to carry out the Engagement effectively we require your full co-operation. You will provide us on a timely basis with any documents and information that we may need to complete the Engagement and ensure that, to the best of your knowledge, those documents and information are complete and accurate. You are responsible for ensuring the truthfulness, completeness and accuracy of the information and instructions given to us. Unless you instruct us otherwise in writing, you agree that we may rely on them where we consider it is reasonable to do so. You will safeguard any documents that are likely to be required in the future.

You will advise us as soon as you become aware of circumstances where there is or there is likely to be any particular delay, urgency or deadline associated with the Engagement. We reserve the right to make additional legal charges reasonably necessary to achieve completion of the Engagement within unusual timescales.

8. Electronic communications and information storage

Unless instructed otherwise in writing, we may correspond with you and third parties by internet e-mail or other electronic means. We will store information in electronic as well as paper forms. We will use a firewall containing virus protection as appropriate and take other reasonable precautions to prevent unauthorised access by third parties outside the Firm to your electronic information but we do not guarantee that information will be free from unauthorised access by third parties or that transmissions will be delivered or received in a timely manner or at all, reliably, securely, error free, virus free or free from interception. You accept these risks and hazards and agree that we will have no liability for any loss or damage caused by the use of electronic communications and information storage.

You consent to our intercepting and monitoring communications between you and individuals within the Firm if necessary and in order to ensure compliance with our internal rules or with applicable legal and regulatory compliance requirements and to investigate matters brought to our attention.

9. Fees

You agree to pay our fees and disbursements as set out in our bills. An estimate of professional costs and fees or a means of calculating them is set out in our Letter of Engagement. All estimates are given on the basis that the work involved in the Engagement will proceed as reasonably expected by us and without any unforeseen events, circumstances or complications arising. Where unforeseen additional work or complexities arise we shall bring these to your attention as soon as reasonably practicable and provide you with a new estimate based on the information to hand at that time. We reserve the right to vary the costs at any time during the Engagement. Unless we hear from you to the contrary within a reasonable period after having provided you with a new estimate, we will presume the revised costs are approved and proceed accordingly.

We charge fees (including fixed fees) primarily on the time spent on the Engagement, its value and complexity, the level of seniority and qualifications of staff required to complete the Engagement. Time charged includes (but is not limited to) attending meetings, travelling, reviewing and preparing papers, research, correspondence with you and other parties, supervising and managing staff working on the Engagement, dealing with telephone calls. We record and charge time in six minute units at relevant charging rates which are notified to you where appropriate. We reserve the right to vary the charging rates at the beginning of each financial year.

Disbursements and expenses are recharged to you at a rate appropriate to cover their cost and administration and in addition to our fees. These include (but are not limited to) third party expenses incurred by us relating to the Engagement such as Court fees, courier costs, search fees, stamp duties and taxes and other professionals’ fees. We will recharge travel costs, accommodation, communications and subsistence costs when travelling away from our office in connection with the Engagement.

In our Letter of Engagement we will ask for funds at the outset of the Engagement on account of costs before we incur them.

Any estimate, quote, fee, disbursement or other cost is stated exclusive of VAT or other taxes or duties which we might be obliged to charge. Where we are obliged to charge VAT other such taxes or duties to you we will add the relevant tax to our fees and disbursements at the rate from time to time in force.

You are primarily liable to us for all costs and disbursements incurred in connection with the Engagement. Where you may be entitled to payment of or a contribution towards your costs by a third party any amounts recovered from the third party will be treated as a contribution towards those costs. You may be required to pay or make a contribution to a third party’s costs as well as those incurred by us acting on your behalf in the Engagement in which case our costs will be payable before the third party’s costs are settled.

We will render our bills to you on the basis set out in the Letter of Engagement. These will constitute final bills for work done during the relevant period and are payable on Completion of a property related Engagement or immediately on delivery of the bill. If you wish to query any element of the bill you must do so immediately with the person with conduct of the Engagement. That part of our bill which is not subject to query should be paid within 14 days of delivery of the bill. Our bills are to be paid free of any withholding or deduction in respect of taxes or duties.

If our bill remains unpaid after 14 days you agree that we shall be entitled:

• to charge interest on overdue amounts at the rate payable on judgment debts from one month after delivery of the bill (in accordance with article 5 of the Solicitors (Non Contentious Business) Remuneration Order 2009);
• to apply any of your funds in our client accounts (which are not held by us for any other purpose) towards the payment of any unpaid bills in respect of this Engagement or any other Engagement between you and us at our discretion;
• to instruct third parties to take appropriate steps to recover any outstanding amounts (including sharing information with them where required for this purpose); and
• to terminate the Engagement.

If we or you terminate the Engagement you will pay our outstanding fees and incurred disbursements including those not yet billed as at the date of termination, together with any additional fees and disbursements reasonably incurred arising from the termination of the Engagement. We reserve the right to exercise a lien for unpaid costs ie: by retaining papers, deeds and money due to you until such time as all outstanding costs are settled in full.

We may pay deposit interest to clients in respect of funds held on our Client Account limited to ensuring that your money is placed in a client account with a recognised clearing bank. We do not accept responsibility for paying more interest than the published rate from time to time of the client account held by the Firm’s bank. Under the exemption in the Solicitors Deposit Interest Rules we will only pay interest on sums when such interest exceeds £50.00.

We may open a Designated Client Account for relevant balances held on our client account in which case we may charge an administration fee on opening the account and a monthly fee for each month or part of a month during which the account is open.

If there is a credit balance of less than £50.00 due for repayment to you from a client account and we are unable to return the funds because we cannot contact you (after making reasonable efforts to do so), you agree that we shall be entitled to pay the funds to a charity of our choice, where permitted by our regulatory authority, instead of making further efforts to find you.

We will notify you if we receive commission on any investment business or any other matter related to the Engagement. Unless otherwise agreed, we will retain such commission on our client account on account of costs due.

10. Storage of Documents and File Destruction Policy

We will keep files and property relevant to the Engagement including information recorded on paper, electronically or otherwise for the following periods from the date of our final bill or completion of the Engagement:-

• Property sale matters – not less than seven years
• Property purchase or dispute matters – not less than thirteen years
• Matters relating to Wills, gifts or transactions at undervalue – up to fifty years.

On receipt of a written request from you within the time limits set out above we shall endeavour to return to you any retained documents or property to which you are entitled, subject to any legal obligations which require us to retain those documents. You accept the charges for retrieving from storage, identifying, selecting and copying any documents and property from your files as requested by you together with the cost and administration of delivering your documents and property to you or a third party or £75.00 plus VAT whichever is the greater. If we do not hear from you for the return of your documents and property within the time limits set out above, we reserve the right to destroy the files and property without further reference to you.

We reserve the right to store files and property related to your Engagement with a third party whose security arrangements are in our view appropriate.

Important and irreplaceable documents may be stored separately from the file and other property in our strong room at a cost of £12.00 plus VAT per annum if requested by you.

11. Rights of action

You acknowledge and agree that in relation to the Engagement your relationship in contract and tort is solely and exclusively with Warner & Richardson LLP. Where any individual acts for you in any proceedings, they do so as a representative of Warner & Richardson LLP.

No member of Warner & Richardson LLP assumes, nor will assume, personal liability for the conduct of the Engagement nor will have any personal liability for any matter arising out of or in connection with the Engagement whether in contract, tort, negligence, breach of statutory duty or otherwise. You waive any such claim unless a member is named individually in the Letter of Engagement to represent you where the law otherwise imposes a personal liability. You agree not to bring any claim of any nature against any partner, member, employee, consultant or contractor of the Firm or any of its affiliated entities in respect of legal services provided by them in connection with the Engagement. You agree that partners, members, employees, consultants and contractors of the Firm and its affiliated entities shall have the right to enforce this clause.

12. Limitation of liability

The Firm carries professional indemnity insurance cover under the Provision of Services Regulations 2009. We comply with the regulation by displaying the required details of our professional indemnity insurance in our office reception area and a copy is available on request. The Firm’s total liability to you for any Loss shall be limited to £3,000,000 (three million pounds) unless we expressly state a higher amount in the Letter of Engagement. We shall not be liable for any consequential, special, indirect or exemplary damages, costs or losses or any damages, costs or losses attributable to lost profits of opportunities. 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 by our negligence

For the purposes of this clause, the Firm means Warner & Richardson LLP and its affiliated entities, partners, members, employees and, to the extent that we have liability for their acts, self-employed lawyers, subcontractors and agents. Loss means the total of all losses, damages or costs suffered or incurred, directly or indirectly, in connection with the Engagement, including as a result of breach of contract, negligence, fault or other act or omission by the Firm.

13. Joint and several liability

Where you suffer any Loss (as defined in clause 12 above) for which we are jointly and severally liable with any third party or third parties, the extent to which such loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such loss and our limitation of liability in clause 12 as agreed between all of the parties, or in the absence of agreement as finally determined by the court having jurisdiction pursuant to clause 26 below. You agree that our position will not be adversely affected by any limitation of liability you may agree with any other party and that we will not be liable to you for any amount in excess of our proper share of a joint or several liability which we are not entitled to recover from any other party by reason of your agreement to limit their liability.

14. Liability for information relied on by us

We will not be liable if any Loss (as defined in clause 12 above) is due to the provision of false, misleading or incomplete information or documents (save where we should reasonably have discovered the false, misleading or incomplete information or documents) or due to the acts or omissions of any person other than Warner & Richardson LLP or any affiliated entity involved in the Engagement.

15. Other parties

We do not accept any liability for the advice or other services provided by experts, other lawyers or service providers engaged by us on your behalf, other than our affiliated entities. Unless otherwise agreed in writing, you will be directly responsible for their fees and expenses.

We neither owe nor accept any duty to any person other than you and we do not accept any liability or responsibility for any consequences arising from reliance upon our advice by any person other than you. You agree to indemnify us against any liabilities, losses, damages, costs or expenses we incur arising out of any claims brought against us by third parties arising out of or in connection with the Engagement.

No person other than the parties to the Letter of Engagement and their respective successors and assignees, shall have any right to enforce any of the provisions of the Terms of Business or the Letter of Engagement except to the extent expressly provided in the Terms of Business or the Letter of Engagement.

16. Intellectual Property Rights

We will own copyright in any document prepared by us in carrying out the Engagement. We grant you a non-exclusive royalty-free licence to use any document within your organisation for the purpose for which it is provided, subject to any confidentiality restrictions indicated.

Where you supply us with any document prepared by a third party, we will not accept any liability for the contents of the document. We will not advise you on the validity or efficacy of the document unless otherwise instructed in writing to do so. We will make a charge for any advice and work required to revise, amend, prepare, engross and complete the relevant document or a suitable substitution for it in which case we will then own the copyright to the document as prepared by us.

17. Confidentiality, Data Protection and the General Data Protection Regulation (2016/679)

We are under a professional duty of confidentiality to you including the duty to keep documents and information about you relating to an Engagement confidential. We will not disclose such information to any third party without your consent. You agree that we may disclose your information to other entities within or outside the Firm and where we are subject to a legal or professional obligation to do so, including but not limited to our regulatory and supervisory authorities, representative bodies and professional indemnity insurers. You agree that we are not under any obligation to disclose to you or use for your benefit any documents or information in respect of which we owe a duty of confidentiality to any other party.

During and after the Engagement we may process on your behalf any personal data you have provided to us with your consent, or where such processing is necessary for the performance of the Engagement, or where such processing is necessary for compliance by us with legal obligations relating to the Engagement or to protect your vital interests or those of another person. We will hold and process your personal information by electronic, paper-based or other means reasonably available to us. Subject as provided below, any such processing shall be in accordance with and subject to your instructions. We will ensure that all reasonable and appropriate technical and organisational measures are taken to protect any personal data supplied by you to us against unauthorised or unlawful processing, accidental loss, destruction or damage, including when we sub-contract any processing such as external storage of data. Your instructions are taken to include the use of your personal information by us and where appropriate by independent contractors appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and any other process reasonably necessary to effect the Engagement.

We may share personal data with other legal or professional advisers, regulatory and statutory agencies or authorities relevant to the Engagement and necessary to provide you with legal services in performance of the Engagement.

We may process information as a data controller for the purposes of legitimate interests pursued by us or an authorised third party and in so doing use the contact details you and your representatives have provided to us to send invitations, marketing materials, legal updates or other publications that we feel may be of interest and to organise associated events or business meetings. Such contact details may include any information you or your representatives have made available to us to assist us in such purposes, but no further. The legitimate interests referred to shall not override your interests, rights or freedoms so should you wish not to have your information processed in these ways, please notify us in writing as soon as possible.

We may also process as a data controller personal data concerning our clients and contacts in other ways for our own business purposes (including but not limited to billing, client management, archives, conflict checks, due diligence, regulatory compliance and general data processing and protection).

By accepting these Terms of Business and instructing us in connection with the Engagement you grant us consent to obtain, store and process information about you as described in the preceding paragraphs. You agree that where necessary you will have obtained any appropriate consents from individuals, in connection with the above-described categories of processing, before providing us with personal data.

It is also a term of the Engagement that any personal data supplied by us to you about employees of the Firm and/or any third parties may only be used for the express purposes for which that information is provided to you.

Subject to the rights of others to confidentiality you have the rights to be informed of the information about you held by us, to access that information, to have any incorrect information about you rectified, to object to information about you being processed in certain ways and to require information held about you erased. We acknowledge such rights but reserve our rights to use and process the information in accordance with the exemptions set out above, in particular, in order to perform the Engagement and meet our legal obligations.

18. Merger

If we transfer all or substantially all of our business to another firm (“Successor Entity”), our Engagement with you shall not automatically terminate by reason of such transfer. You agree that the Successor Entity is automatically appointed by you so that continuity of service can be provided to you. Both the Successor Entity and you may rely on the Engagement Letter and these Terms of Business as setting out the continuing terms of the Engagement. If such transfer requires some formal action by you then you will take such steps as are necessary to enable continuity of our services. Subject to this, you will not have the right to assign or transfer the benefit or burden of the Engagement without our written consent.

19. Notice of the Right to Cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and Termination

You have the right to cancel your instructions without any cost to you within 14 days of your instructions reaching us (“cooling off period”). You may cancel the Engagement by either delivering or posting written instructions to our office by Royal Mail, fax or email cancelling the Engagement. Cancelling the Engagement without incurring costs may not be possible where we have carried out any work on the Engagement with your written permission. By signing and returning the Letter of Engagement to us you are instructing us to start work on the Engagement immediately and we should not wait for the cooling off period to expire. You may terminate the Engagement by giving us written notice at any time.

In addition to the circumstances set out above we may cease acting for you and terminate the Engagement but only when entitled to do so under our professional rules and after reasonable notice has been given to you in writing.

Whether the termination of the Engagement is by you or by us, we shall be entitled to retain any property of yours which we are holding, provided that it is not held for a specific purpose, until all our fees and disbursements relating to the Engagement have been paid.

20. Financial Services and Insurance Contracts

Warner & Richardson LLP is not authorised by the Financial Conduct Authority. We are regulated and authorised by the Solicitors Regulation Authority through which we are included on the register maintained by the Financial Services Authority whereby we may provide certain limited investment services where these are closely associated with the Engagement. However, we may also carry out insurance mediation activity including advising on, selling and administration of insurance contracts. Insurance mediation activities and investment services, including arrangements for complaints or redress if something goes wrong, are regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk. Where we are unable to advise or assist for any reason we may refer you to someone who is authorised to provide any necessary advice.

21. Force Majeure

We shall not be liable to you if we are unable to perform our services in relation to the Engagement as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify you as soon as possible, either directly by telephone, email or letter, or indirectly via our website or telephone message facility.

22. Severability

Each clause and sub-clause of these Terms of Business shall be independently interpreted and enforceable. If any clause or sub-clause of the Terms of Business or provision in the Letter of Engagement is declared void, illegal or otherwise unenforceable, the remainder shall survive unaffected.

23. Waiver

No delay by you or us in enforcing any terms of this agreement will affect or limit your or our rights under this agreement. Any waiver by you or us of any breach of this agreement shall not be deemed a waiver of any other prior or subsequent breach of this agreement. Any waiver of any contractual claim or right must be made in writing to be effective.

24. Governing Law

Any contractual or non-contractual obligations arising from or connected with the Engagement shall be governed by, and this agreement shall be construed in accordance with, the law of England and Wales.

25. Standard of Service and Resolving Problems

We are confident that we will provide you with a high quality service but if you are unhappy about any aspect of the service you have received or about the bill, please contact the member notified in the Letter of Engagement immediately by telephone 01962 868366 or by direct email or by post to the office address at 29 Jewry Street, Winchester, Hampshire, SO23 8RR. A procedure is in place detailing how we handle complaints and it is available from our office on request. We usually have eight weeks to consider your complaint and satisfy our internal procedures before you may ask the Legal Ombudsman to consider your complaint. The Legal Ombudsman’s contact details are PO Box 6806, Wolverhampton, WV1 9WJ; www.legalombudsman.org.uk; tel: 0300 555 0333. Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us or within a year of the act or omission about which you are complaining having occurred or your first becoming aware of such act or omission. Please note that if you are a business, a charity or a trustee for a trust with assets of more than £1,000,000 (one million pounds), then you may not have recourse to the Legal Ombudsman.

26. Disputes

Subject to any contrary provision in the Letter of Engagement in relation to any dispute arising out of or in connection with this agreement or the Engagement (whether contractual or non-contractual obligations), each of the parties irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.