1. Definitions
1.1 References in these terms of business (“Terms”) to “us”, “we” or “our” shall be construed as references to Clifton Ingram LLP a limited liability partnership registered in England and Wales under number OC317784 whose registered office is at 22-24 Broad Street, Wokingham, Berkshire, RG40 1BA.
1.2 The term “partner” is used to denote members of Clifton Ingram LLP and staff of equivalent qualification and experience. A list of members and non-members who are described as partners is available for inspection at our registered office.
1.3 References in these Terms to “you” or “your” are references to the client for whom services are to be provided as set out in our engagement letter or other document confirming the details of services to be provided (“Engagement Letter”).
2. Basis of Engagement
2.1 These Terms apply to all engagements accepted by us from you and should be read in conjunction with the Engagement Letter. These Terms and the Engagement Letter form the basis upon which we accept your instructions and sets out the contractual basis on which we will act for you.
2.2 In the event of any conflict or inconsistency between these Terms and the Engagement Letter, the terms of the Engagement Letter will take precedence.
2.3 You are responsible for ensuring the accuracy of the information you have supplied to us on which any Engagement Letter is based.
2.4 If you instruct us on other matters following your initial instructions, these Terms shall apply to those later matters, unless otherwise agreed in writing.
2.5 We may exclude certain aspects from the scope of your instructions. If so, these will be set out in the Engagement Letter.
2.6. Unless specifically stated to the contrary in the Engagement Letter, we will not be responsible for advising you or commenting in any way on any of the following:
2.6.1. the laws of any legal jurisdiction other than England and Wales;
2.6.2. any accounting or tax consequences of any transaction that you are to enter into and general taxation implications of any advice given;
2.6.3. any questions of valuation and/or condition of shares, property or other assets involved in the matter;
2.6.4. the commercial or financial viability of any contract or arrangements entered into or to be entered into by you;
2.6.5. matters of business efficiency.
2.7. Any advice we give will be provided solely to the entity or person who instructs us as our client and solely for the purpose of which we are instructed. Our advice may not be used or relied on for any other purpose or by any other person.
2.8. Your continuing instructions shall be acceptance of these Terms.
3.Responsibility for your work
3.1. The Engagement Letter will:
3.1.1. set out the name and status of the person or persons who will be responsible for carrying out all the work relating to the engagement;
3.1.2. state the name and status of the supervisor and the partner of Clifton Ingram with the ultimate responsibility for your instructions
3.2. To ensure that your instructions are progressed it may be necessary for members of different departments to work or assist on your matter. If they are to perform a continuing role, we will inform you who they are.
3.3. Our obligations to you are:
3.3.1. to carry out the work we are instructed to do with reasonable skill and care;
3.3.2. keep you regularly informed of progress;
3.3.3. to answer any queries that you may have on the details and steps that need to be taken by you;
3.3.4. to advise you on any changes of law relevant to your matter;
3.3.5. to advise you of the costs and risks/benefits of pursuing a matter, to keep you updated at reasonable intervals as to the amount of unbilled costs incurred and of any likely costs if these exceed our estimate;
3.3.6. to advise you of any circumstances and risks of which we are aware or consider to be reasonably foreseeable that could affect the outcome of your matter;
3.3.7. to advise you on the likely timescale(s) involved.
3.4. The nature and content of any advice we provide will reflect the specific scope and limitations of our engagement, the amount and accuracy of information provided to us by you (or any third party) and the timescale within which the advice is required. If at your request, we provide our advice in an abbreviated form or timescale, you acknowledge that you will not receive all the information you would have done had we provided you with a full written advice or had more time in which to carry out the work.
3.5. If general advice is provided, the applicability of this will depend on the particular circumstances in which it is to be used by you (of which we might not be aware) and should be viewed accordingly. In relation to any particular engagement, specific advice should always be sought, and all material information provided to us. Our advice is provided for the purposes of each engagement as stated in the Engagement Letter and we disclaim any responsibility for the use of our advice for a different purpose or in a different context.
3.6. The Engagement Letter will where possible set out the anticipated timescales for the matter, such timescales for provision of our services are indicative only and although we will use all reasonable endeavours to meet any agreed timescales, we shall not be liable in the event that these cannot be met.
3.7. Although following completion of our engagement for you we may on occasions remind you of dates that are important to you, we accept no responsibility to do so and will not be liable to you for any failure on our part to do so.
3.8. Unless otherwise directed by you, we may correspond by means of the email or other electronic media. Where we do so, whilst we will take reasonable steps to safeguard the security and confidentiality of the information transmitted, you acknowledge that we cannot guarantee its security and confidentiality. While it is our policy to check all correspondence with anti-virus software, we cannot guarantee that transmissions will be free from infection.
4. Your Responsibilities
4.1. Your obligations are:
4.1.1. to give us clear instruction and to respond to our communications promptly;
4.1.2. to provide money in advance when requested;
4.1.3. to send us any evidence of identification that we may require (please see clause 17.2);
4.1.4. to provide us with details of all those persons with whom all negotiations for changes or variations relating to the performance of our services are to be dealt;
4.1.5. (at your own expense) to supply us with all necessary documents or other materials and all necessary data or other information relating to our engagement in sufficient time to enable us to provide our services in accordance with our Engagement Letter;
4.1.6. to advise us as soon as possible if you have legal expenses insurance cover and to provide us with sufficient details thereof to enable us to contact your insurer to establish that work (if any) we can carry out on your behalf. You will be liable for any work conducted by us prior to your notification of such insurance cover;
4.1.7. to advise us promptly of any changes in your circumstances or in the information you have supplied to us;
4.1.8. to have regard to the advice that we may give you, to co-operate with us and not to deliberately mislead us;
4.1.9. not to ask us to work in an improper or unreasonable or unethical way;
4.1.10. not to use offensive language or be abusive to any of our staff;
4.1.11. to promptly inform us of any changes or information relating to the matter.
4.2. You represent and warrant to us that all information provided to us will be as complete and accurate as possible.
4.3. Unless otherwise agreed, or where we advise you otherwise, you authorise us to complete and sign on your behalf such Court and official forms as are necessary or desirable to carry out your instructions and you shall indemnify us in respect of all costs, claims, demands and expenses that may result from exercise of the authority given by this clause 4.3.
5. Charges and Expenses
5.1. At the time of instruction we will discuss fees and the likely costs involved with you. We will either confirm our fees and any likely expenses for the matter or, where possible, give you our best estimate of these in the Engagement Letter.
5.2. Where we give you an estimate this is based on the amount of time we anticipate we will spend on your matter(s) and our hourly rates.
5.3. In the Engagement Letter we will confirm the specific hourly rate or rates applicable to your matter, where appropriate, or our estimate. We will also confirm details of any expenses or the fees of others (eg. barristers, witnesses, experts) that are known at that time.
5.4. Unless otherwise stated in the Engagement Letter our estimate includes our time, any meetings with you, any barrister or expert that we use on your behalf and any other parties or witnesses; drafting letters and documents; perusing and analysing any letters and documents received from you or anyone else in connection with your matter; and all telephone calls including both those made by you and received by us.
5.5. Any estimate will not be fixed and will be based on the current information we have. Various factors may increase the estimate and/or our hourly rate such as: particular urgency, greater complexity, more work required than expected, unsocial hours of working, the value and/or monetary importance of the subject matter involved.
In particular, while we will suggest various points to be included within the documentation that we will prepare, you may choose to deal with additional points. This will entail us in carrying out additional work. Similarly the position taken by the other parties and advisers may significantly affect the number of issues which we need to deal with and in the event that the other parties cause the matter to become protracted, our fees may reflect this.
We will advise you if and when any of these factors or events occur.
5.6. Fees, expenses and disbursements are payable by you whether or not a matter is successfully concluded, or a transaction completed. If any matter or transaction does not proceed to completion for any reason during the period in which we are instructed, then we are entitled to charge for work done on the basis set out in these Terms.
5.7. If you wish to agree limits on our fees and the expenses which are not to be exceeded without your agreement, please contact the person dealing with the matter.
5.8. We will keep our estimate under review as the matter progresses.
5.9. We may:
5.9.1. submit for payment interim invoices for our fees and expenses on a monthly basis unless otherwise agreed with you in writing;
5.9.2. ask you for money in advance to cover likely expenses;
5.9.3. deduct, at any time, money you owe us from any money we receive from you and which is due to you;
5.9.4. stop acting if you fail to pay.
5.10. Our invoices are payable within 14 days of delivery of the invoice. We will charge interest at the rate of 4% per annum above the base rate of Barclays Bank Plc from time to time from the due date until full payment calculated on a daily basis.
5.11. Our fees and expenses are exclusive of VAT which will be added to them where applicable.
5.12. If someone else has agreed to pay our fees and expenses, but does not do so, you are still responsible for them.
5.13. We review our hourly rates annually. If this results in changes to the fees indicated to date, we will discuss this with you and confirm the position in writing.
5.14. You have the right under the Solicitors Act 1974 to challenge the amount of our invoice whether for non-contentious or contentious work. Details of your rights in this respect will also be given to you on the invoice.
5.15. You are entitled to challenge our invoice (as per clause 5.14 above) within one month (unless we agree otherwise with you in writing) of delivery of our invoice or notifying you of our fees and expenses by applying to the Court under Part III of the Solicitors Act 1974.
5.16. You may also have the right to challenge our invoice by making a complaint to the Legal Ombudsman as to which please see clause 12 below. The Legal Ombudsman may not deal with a complaint about an invoice if you have applied to the Court for an assessment of it.
5.17. We are entitled to interest on the amount outstanding on any invoice.
5.18. We may cease to provide further work until any outstanding costs, VAT and disbursements remain outstanding.
5.19. The provisions of this clause 5 also apply where we deduct our costs (except expenses) from money we hold for you.
5.20. We will usually pay small items of expense, e.g., search fees, travel on your behalf and include them on our next invoice. However, where the expenses are more substantial, e.g., the fees of barristers, court fees, we will ask for money in advance to cover the expense.
SPECIFIC TERMS IN RESPECT OF CONTENTIOUS/COURT CASES ONLY
5.21. If your instructions relate to a claim, we advise you to check all your current insurance policies, any memberships you have such as union or pension memberships and also credit card insurances. You may have insurance or other provision to cover this claim and/or your legal costs. If you do have such insurance or provision, please inform us immediately and we will discuss the matter with you.
5.22. It is also possible to take out a special insurance policy to help with the legal costs and risk of litigation. This is called “After The Event Insurance”. Contact us if you want to discuss this further.
5.23. If you decide not to proceed with your case before Court proceedings are commenced, or if the case is settled before then, there is no rule of law requiring the other party in your case to make any payment towards your legal costs. You are unlikely to recover your legal costs unless a negotiated settlement specifically includes a provision about them.
5.24. The general rule is that the winner at trial is paid a part of their legal costs by their unsuccessful opponent (whether they are the claimant or the defendant). However, this is not automatic and the Court has discretion in deciding what costs order to make. Whatever the outcome, you will remain liable to pay our fees and expenses unless and until they are paid by the other party.
5.25. There are other points to consider:
5.25.1. the other party may refuse to comply with the order to pay your costs. If they do not pay, you will have to try to enforce the costs order through the Court. This will take time and incur more expense, not all of which is necessarily recovered from the other party. There is no guarantee that the money will recovered from the other party;
5.25.2. the other party may simply become untraceable, an individual may become bankrupt or a company may become insolvent. If this happens, you will not be able to recover the money due to you. This is why it is important that you consider now, whether the other party involved in your case has enough money to pay you any compensation and also your legal fees;
5.25.3. the Court has a very wide discretion over the costs of the case. The Court may order you to pay the costs of some parts of the case, even if you are successful overall in the proceedings;
5.25.4. if you lose the case, the Court has power to make an order that you pay some or all of the other person’s costs.
5.26. Increasingly, the Court will order costs to be paid if you lose any particular application during the course of the proceedings and should such orders be made we will advise you accordingly. Please note that if you are ordered to pay and you do not do so, the Court may not permit you to continue in the proceedings.
5.27. Even if you win you may not recover all our fees and expenses from the other party because the Court may not order full payment, or for some reason the other party is unable to pay, or the other party has a legal aid certificate. You will have to pay us if the other party does not. If your matter is covered by employment law, you should note that Employment Tribunals seldom make any award for fees and expenses in favour of a successful party.
5.28. Interest can be claimed from the other party on fees and expenses which the Court orders to be paid from the date of the order until payment. We are entitled to set that interest against any money owed to us by you and we will then pay you any balance.
5.29. In some circumstances (eg. if you lose) the Court may order you to pay the other party’s legal fees and expenses.
6. Investment and insurance distribution activities
6.1. We are not authorised by the Financial Conduct Authority under the Financial Services and Markets Act 2000 (FSMA), but we are able, in certain circumstances, to offer a limited range of investment services to clients because we are members of the Law Society, which is a designated professional body for the purposes of FSMA and we are authorised and regulated by the Solicitors Regulation Authority. We can provide these investment services if they are an incidental part of the professional services we have been engaged to provide.
6.2. As we are not authorised by the Financial Conduct Authority, we may refer you to someone who is authorised to provide any necessary advice. If and when appropriate, we will inform you.
6.3. Whilst we are not authorised by the Financial Conduct Authority, we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance distributions activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulatory Authority. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/firms/financial-services-register. When we arrange insurance for you, we do so as an insurance distributor.
6.4. Insurance distribution activities including arranging, advising and assisting in the administration and performance of contracts of insurance.
6.5. We are not contractually obliged to do a full market analysis in providing recommendations for insurance products. A list of the insurers we conduct business with is available on request.
6.6. If you are unhappy with any investment or insurance advise you receive from us you should raise your concerns with either the Solicitors Regulatory Authority or the Legal Ombudsman.
7. Holding money for you
7.1. When we act for you, we will hold any money of yours in our general client account on your behalf.
7.2. Subject to 7.3 below, we will account to you for interest on money that we have been holding on your behalf on the earlier of:
7.2.1. such time as the money is paid out to you or such other party who is entitled to such money as a result of any matter on which we have been acting on your behalf; or
7.2.2. the conclusion of the engagement; or
7.2.3. such date that we consider is fair and reasonable to account to you for interest having regard to the sum of money held and the likely duration of the matter.
7.3. Notwithstanding 7.2 above, we shall not account to you for interest on any money held on your behalf if:
7.3.1. in accordance with your instructions or as a result of an agreement you have entered into or undertaking we have given on your instructions, the interest has been or is to be paid to a third party; or
7.3.2. the interest earned on your money for the period for which it is held is less than £45.
7.4. We are not responsible for obtaining the highest rates of interest available at any particular time and the interest will be calculated in accordance with our Interest Policy, which can be seen at https://cliftoningram.co.uk/help/interest-policy/.
7.5. All interest will be paid gross unless we inform you otherwise.
7.6. We shall provide you with a statement giving details of any interest due to you.
7.7. We shall maintain records in respect of any interest earned as required by HM Revenue & Customs and the Solicitors Account Rules.
7.8. Reasonable steps will be taken to ensure that on conclusion of your matter there are no residual balances held. Residual balances will be dealt with as follows, if:
7.8.1.The amount is less than £30 we may transfer the money held to a charity of our choice;
7.8.2. The amount held is more than £30 but less than £500 we will take all further reasonable steps to contact you to confirm your bank account details (such reasonable steps being dependent on the amount of money held, the length of time we have held the money and the costs of tracing you) and if you fail to provide your bank account details after we have taken such steps we shall transfer the money held to a charity of our choice;
7.8.3. The amount held exceeds £500 we will require the authority of the Solicitors Regulation Authority before sending the money to a charity of our choice.
8. Information and Confidentiality
8.1. We confirm that where you give us confidential information, we shall at all times keep it confidential and you agree that it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith think fit to preserve confidential information from misuse both during and following termination of our engagement.
8.2. The reports, letters, information and other advice we provide during the course of providing our services are given in confidence solely for the purposes for which they have been provided and are provided on the condition that you undertake not to disclose these, or any other confidential information made available to you by us during the course of our work, to any third party (being a party other than those to whom the report, letter, information or advice is addressed) without our prior written consent.
8.3. Where it is envisaged that reports, letters, information or advice given by us to you will be provided to or used by a third party, you will inform us so that we can stipulate terms regarding such provision or require the third party to enter into a direct relationship with us before any report, letter, information or advice is provided to that third party. Unless the third party agrees appropriate terms with us no copy of any information or use of that information can be made.
8.4. We are under a professional and legal obligation to keep your affairs confidential. Whilst we will maintain strict confidentiality with regard to your work generally, we are subject to a number of legal and regulatory requirements and we may be required from time to time to disclose information to certain authorities. In particular, the Solicitors Regulation Authority, the Law Society and HM Revenue and Customs have power to inspect our books, records, or client files. In addition, our accountants are required to inspect our books and files for the purposes of regulatory compliance.
8.5. External firms or organisations may conduct audit or quality checks on our practice from time to time. They may wish to audit/quality check your file and related papers for this purpose. It is a specific requirement imposed by us that these external firms or organisations fully maintain confidentiality in relation to any files and papers which are audited/quality checked by them. Your files may also be reviewed in a due diligence exercise relating to the sale or transfer of all or part of our business, the acquisition of another business by us or the acquisition of new business. If you do not wish your file to be used in this way, please let us know as soon as possible.
8.6. Sometimes we ask other companies or people to provide support services (including but not limited to typing or photocopying) 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.
8.7. It may be necessary for us to instruct third parties (for example, barristers, accountants, medical experts, or enquiry agents) or to communicate with organisations such as the Courts or other official agencies on your behalf and to disclose information about you, including your address, contact details and your matter to enable us and the third party to deal with your instructions and to contact you directly if necessary. We will only do so for the proper conduct of your matter.
8.8. Specific requirements are set out below within these Terms in relation to data protection, money laundering and email communication.
8.9. Our cloud hosting and data storage provider is Quiss. If you have any objections to this, please contact the fee earner dealing with your matter or our Office Manager. We outsource the provision of IT support (including but not limited to cloud hosting and storage of data) and telephone reception handling services. Our agreements with suppliers of such services are subject to confidentiality requirements to protect your information.
8.10. Neither we nor you will be prevented from disclosing confidential information:
8.10.1. which is or becomes public knowledge other than by a breach of any obligation of confidentiality;
8.10.2. which is or becomes known from other sources without restriction on disclosure; or
8.10.3. which is required to be disclosed by law or for any professional or regulatory obligation to the extent that such disclosure is necessary.
8.11. Without in any way detracting from the duty of confidentiality which we owe you and unless we have agreed otherwise in writing we reserve the right to act for your competitors or any other third party.
9. Papers and Documents / Deeds and other items held in safe custody
9.1. Following completion of our engagement by you we shall be entitled to retain your papers and documents until you have paid our charges and expenses in full whereupon we shall return to you any original documents belonging to you or give you the opportunity to request that such documents are so returned.
9.2. Subject always to clause 9.1, at the end of your matter we will keep our file of papers (except for papers which you ask to be returned to you) for as long a period as you might legally bring a claim against us on the understanding that we then have the authority to destroy it after such period has expired. We will not destroy any documents you ask us in writing to keep in safe custody.
9.3. Where we are instructed by you or on your behalf to retrieve papers or documents from storage, we may charge you for the cost of the time our personnel spend retrieving stored papers or documents and for reading correspondence or for other work necessary to comply with such instructions and any photocopying charges.
9.4. We retain the copyright and all other rights in all documentation prepared by us and provided to you. Your use of such documentation is restricted to the purpose for which it was prepared. Standard forms prepared by us for your use may only be used by persons other than you with our prior written consent.
9.5. Where we are asked to hold on your behalf any deeds, documents or other valuable items we will retain them in safe custody and return them to you in the condition in which they were handed to us subject to a charge to be agreed with you in advance.
10. Data Protection
10.1. We are committed to protecting your privacy. We are registered with the Information Commissioner and we will comply with our obligations under the General Data Protection Regulation (EU2016/679) and applicable UK domestic legislation (“Data Protection Law”) in collecting, using or processing any personal information which you may supply to us in connection with any work we undertake on your behalf.
10.2. For further information about how we comply with Data Protection Law, process personal data including the legal basis for processing your personal data and your rights, please see the privacy policy on our website at www.cliftoningram.co.uk.
10.3. If you have any comments or queries about privacy or our compliance with Data Protection Law, please contact our Data Protection Compliance Partner (Barry Niven) as follows:
Post: 22-24 Broad Street, Wokingham, Berkshire, RG40 1BA
Email: gdpr@cliftoningram.co.uk
Telephone: 0808 281 2604
10.4. You also have the right to make complaints to the Information Commissioner about the way in which we protect your privacy. More information is available at www.ico.org.uk.
11. Limitation of Liability
11.1. Save as otherwise agreed in writing and subject as set out below, our total aggregate liability to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise) under or in relation to the services set out in the Engagement Letter and any matter ancillary to the services set out in the Engagement Letter shall not exceed £3 million (including interest and legal and other costs).
11.2. We will not be liable:
11.2.1. for any consequential, special, indirect or exemplary damages, costs or losses or any damages, costs or losses attributable to lost profits or opportunities;
11.2.2. for any loss or damage sustained by you resulting from your failure to meet your obligations set out in clause 4 of these Terms;
11.2.3. acts or omissions of agents appointed by us in good faith;
11.2.4. from something you do or fail to do (such as giving us the wrong information, or not giving us information at the time we ask for it);
11.2.5. for any of the matters referred to in clause 2.6 of these Terms.
11.3. The limits in clause 11.1 apply to the extent that they are permitted in law, for example we do not exclude or limit in any way our liability for fraud or exclude or limit our liability if our negligence causes death or personal injury.
11.4. In the event that you are being advised by one of several professionals and a limitation of liability has been agreed in relation to one or more of them, you agree that our liability to you will not be increased due to the limitation of liability agreed by you with other advisers. Our liability to you under or in connection with our engagement shall be limited to that proportion of the total losses (after taking into account contributory negligence, if any) determined to be just and equitable having regard to the extent of our responsibility for the losses in question.
11.5. All advice given and work done for you is given or done on behalf of Clifton Ingram LLP and only Clifton Ingram LLP can be liable for the consequences of that advice or work done. There is no contract between you and any member, employee or consultant of the firm. No member of the firms assumes, or will assume, personal liability for the conduct of the engagement or 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 and you waive any such claim as any arise.
11.6. All warranties, conditions and other terms implied by statute and common law are, to the fullest extent permitted by law, excluded from our engagement with you.
11.7. We shall have no liability for losses resulting from the failure of a bank in which we have deposited your funds. We will only deposit client funds with a clearing bank (meaning a bank which is shareholder in CHAPS Clearing Co Ltd) or a subsidiary of such a bank unless otherwise agreed with you. We will advise you, if you so request, of the name of the bank with whom, at that time, we deposit any of your funds. Please be aware that the £85,000 Financial Services Compensation Scheme (“FSCS”) applies to relevant individual clients so that if such a client holds other personal monies in the same bank as we may hold client funds then the limit remains at £85,000 in total. You should be aware that some deposit taking institutions have several brands i.e. where the same institution is trading under different names. You should check either with your bank, or with the Financial Conduct Authority for more information. In the event of a bank failure we will infer that we have your consent to disclose your details to the FSCS Authority.
11.8. Nothing in these Terms shall restrict or limit your general obligation at law to mitigate a loss which you may incur as a result of any mistake we make.
11.9. We are required to hold professional indemnity insurance. Our current insurers are HDI Global Speciality SE – UK Branch and the policy number is POA10564.
11.10. This cause 11 will survive the termination of our engagement with you.
12. Cyber Security Notice
12.1. Due to the increase in cyber-crime and bank fraud which is being targeted at professional firms including solicitors and their clients, it is now Clifton Ingram LLP’s policy not to provide or receive bank account details in the body of an email communication, since it is clear that emails can be intercepted and account details changed, resulting in money being diverted to the fraudster’s own account.
12.2. If you need to pay funds to us by a bank transfer please do so but before sending us any funds please speak to the fee earner responsible for your matter or the departmental secretary over the telephone to verify and confirm those bank details and do not send us any funds until those bank details have been confirmed. If you receive any communication purporting to be from Clifton Ingram LLP suggesting that our bank details have been changed, please urgently check by telephone or meeting with your contacts in the firm or with any of the partners. We will not accept liability for any loss sustained by you if you fail to make these security checks.
12.3. If we need to pay funds out to you by way of bank transfer, we will ask you to supply us with your bank details either within the initial instruction form, verbally or by way of signed written letter or fax and not in the body of any email. Please bear this in mind and be alert to any suspicious email activity and if you have any doubts about making or receiving a payment please call your direct contact within the firm.
13. Email communication
13.1. We are able and willing to communicate with you regarding your matter(s) via email. However, it is important that you take into account the following and understand the basis on which we are prepared to do so.
13.2. Email communications with you are on the basis that you accept the risks involved, including that our messages to one another could be read, changed or deleted by third parties without either your or our knowledge; there may be delay in receiving email and receipt is not guaranteed. Differences between our systems can cause text to be indecipherable or lost.
13.3. Email is not a secure means of communication and accordingly we accept no liability for any loss caused as a result of communication via email, including for breach of confidentiality.
13.4. To protect our computer system certain types of attachment may be caught in our firewall. If you wish to send attachments, please ensure they are of a size and type that will not be caught, as delay may occur in these circumstances. If you are sending any large attachments we ask that you check that they have been received. No liability is accepted by us in such circumstances.
13.5. We reserve the right not to give undertakings on your behalf, nor accept them from other solicitors, in either case by email.
13.6. There may be certain instructions from you that we will not accept from you by email. We will advise you accordingly in such a situation.
13.7. We make every effort that we do not transmit viruses through the use of virus checking software and a computer firewall system. However, we do not accept liability for any loss caused by any virus transmitted to our clients’ systems. Please ensure you have appropriate virus protection in place to safeguard your systems.
14. Complaints Procedure
If you have a problem with the service we have provided for you then please let us know and we will do all we can to resolve any problem quickly. Our complaints procedure is set out in https://cliftoningram.co.uk/help/complaints/ or can be provided on request. If for any reason we are unable to resolve the problem between us, then we are regulated by the Solicitors’ Regulation Authority and complaints and redress mechanisms are provided through the Legal Ombudsman, the contact details of which are as follows –Legal Ombudsman, PO Box 6808, Wolverhampton, WV1 9WJ (Telephone: 0300 555 0333), website www.legalombudsman.org.uk, email enquiries@legalombudsman.org.uk.
15. Termination
15.1. You may terminate your instructions to us at any time in writing in which case we will cease to act for you but shall be entitled to retain your papers and documents in accordance with clause 9.
15.2. We shall be entitled to cease acting for you or suspend our services if it is reasonable for us to do so. This includes but is not limited to, where you fail to pay an interim invoice, comply with our request to make a payment on account or give clear or proper instructions or if a conflict has arisen, or where you act in an abusive or offensive manner or do not meet your obligations under prargraph 4.1 above or where we feel that the relationship has broken down.We shall give you reasonable prior notice before ceasing to act for you.
15.3. If we cease to act for you in accordance with this clause 15 you will pay our charges in accordance with clause 5.
16. Alternative Dispute Resolution
16.1. In the event of any dispute arising out of or in connection with our engagement by you we will when appropriate agree to refer the dispute to the Centre for Effective Dispute Resolution (CEDR) (or such other organisation experienced in the process of alternative dispute resolution) in order to resolve the dispute by way of mediation.
16.2. We do not consider it appropriate to resolve disputes by way of mediation where such dispute relates to the non-payment of our invoice where this is undisputed or in respect of a complaint where it would be more appropriate for our complaints procedure to be utilised.
17. Money Laundering and Proceeds of Crime
17.1. We are obliged when carrying out our services to you to ensure that we comply with our obligations under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulation 2017 and the Proceeds of Crime Act 2002 (“the Act”) (as these may be varied or substituted from time to time). The purposes of these Regulations and the Act is to detect and prevent the process by which criminals attempt to hide and disguise the true origin and ownership of the proceeds of criminal activities thereby avoiding prosecution and confiscation of criminal funds.
17.2. To demonstrate compliance with these Regulations and the Act we are required to keep written records which demonstrate we have investigated the identity of our clients. As part of this process, therefore, we will on receiving new instructions from you (and from time to time) request that you provide documentation confirming details of your identity and address which may include a number of different items including (but not by way of limitation) passport, driving licence, utility bills, credit/debit cards (for an individual) and certificate of incorporation, evidence of trading address and copies of accounts (for businesses). Electronic verification checks may also be undertaken as part of this process.
17.3. We are required to identify, where there is a beneficial owner who is not the client, the beneficial owner and take reasonable measures to verify their identity so that we are satisfied that we know who the beneficial owner is. This includes taking reasonable measures to understand the ownership and control structure of a legal person, partnership, trust, company, foundation or similar arrangement.
17.4. We will ask you for confirmation of the source or destination of any funds involved in the matter. It is our policy not to accept funds on account of your matter, other than from you or from a UK branch, building society or other financial institution which is funding you.
17.5. We normally use a combination of evidence from an on-line information provider together with documentation from you. The on-line information provider may check the information you provide against any databases to which they have access, including credit reference agencies, in order to carry out the verification we require. This is not a credit reference check and will therefore not affect your credit rating, however, it will leave a neutral reference. We confirm that we use this information solely for the purpose of verifying your identity. We may access the result of the check for audit purposes.
17.6. In some cases we may also require evidence of identity of others connected to you, e.g., where a family member or associate is providing funds to complete a transaction, or where someone has agreed to pay our bill. If we are unable to obtain satisfactory evidence in this way, we will contact you to discuss the alternative or further evidence we will need from you to meet the legal requirements.
17.7. We shall process and retain personal data received in connection with our obligations under the Regulations and the Act solely for the purposes of preventing money laundering or terrorist financing. Such information will be deleted from our records on the later of five years after the conclusion of the particular instruction or ending of our business relationship.
17.8. Our obligations to keep your details, affairs and information confidential (see clause 8 above) is subject to a statutory exception. The legislation on money laundering and terrorist activities requires us to report to the National Crime Agency certain information acquired in the course of acting for a client that gives rise to knowledge or suspicion of money laundering or terrorist activities. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop working on your matter for a period of time and may not be able to tell you why. Provided our decisions are made in good faith, we will not be liable to you for any loss arising from us acting in accordance with these legal requirements.
17.9. If we are unable to satisfy ourselves of any client’s identity or we are suspicious about any transaction or approach made to us or where money is to pass through our accounts, we may:
17.9.1. refuse to act or cease to act for you; and/or
17.9.2. provide your details to the appropriate authorities for them to investigate further.
17.10. In the event that we decide we should pass information concerning any activity or transaction to the authorities we shall be released from our obligations of confidence and duties under Data Protection Law as set out in these Terms or otherwise.
17.11. Our firm policy is to accept cash only up to £500 in any 28 day period and then in respect of monies for our fees and disbursements.
18. Bribery Act 2010
We aim to comply fully with the provisions of the Bribery Act 2010 and have a zero tolerance to any breach.
19. Cancellation under Consumer Contracts Regulations 2013
19.1. If you are an individual and we receive your instructions over the internet, by telephone or in person out of the office you will be entitled to cancel our engagement at any time before we accept your instructions or within 14 days of our accepting those instructions provided that you notify us in writing of such cancellation. We will provide you with a cancellation notice for this purpose when applicable.
19.2. If you give us notice of cancellation before the expiry of the 14 day cancellation period you will have no liability to Clifton Ingram LLP unless you have signed and returned the Engagement Letter to us, to include signing confirming at the bottom of the Engagement Letter which constitutes your written instructions to us to start work before the expiry of the 14 day period. Where we start work in such circumstances we reserve the right to invoice you for any work undertaken prior to cancellation.
20. Equality and Diversity
20.1. We are committed to equal opportunities and diversity. We do not discriminate in any of our dealings with clients, employees or third parties on the grounds of race, colour, nationality, ethnic or national origin, sex, pregnancy, marital status, civil partner status, gender reassignment, religion of belief, sexual orientation, age or disability.
20.2. We believe in treating clients, employees and third parties with respect and dignity. We ask that you extend the same courtesy to all Clifton Ingram LLP. We reserve the right to cease acting for you if you harass or treat differently any person at Clifton Ingram LLP on any of the above grounds.
20.3. We will not accept instructions from you to act in breach of our equality and diversity policy e.g., we would not comply with a request from you either to instruct or not to instruct a barrister or other expert on the basis of his/her race, colour, nationality, ethnic or national origin, sex, pregnancy, marital status, civil partner status, gender reassignment, religion or belief, sexual orientation, age or disability.
20.4. Our full equality and diversity policy is available on request – please contact the fee earner dealing with your matter or our Practice Manager on 0808 281 2604.
21. Housekeeping
21.1. Our normal hours of business are Monday to Friday 9.00am to 5.30pm although our office switchboard is open 24 hours day. We close on Bank Holidays and we may also be closed on additional days over the Christmas and New Year period.
21.2. We are regulated by the Solicitors Regulation Authority under number 440465.
21.3. Our offices are at 22-24 Broad Street, Wokingham, Berkshire, RG40 1BA and One Valpy, 20 Valpy Street, Reading, Berkshire, RG1 1AR and Gostrey House, Union Road, Farnham, GU9 7PT.
21.4. Where we have to pay money to you, it will be paid by bank transfer at your risk, save for our negligence, and it will be remitted in £ Sterling unless you advise us in writing to the contrary, in which case we will accept no liability for the rate of exchange to another currency or for fluctuation in that rate. It will not be paid in cash or to a third party.
22. General
22.1. These Terms together with any Engagement Letter relating to the supply of services shall constitute the entire agreement between us and supersede any previous agreements or understanding and may not be varied except in writing between us. All other terms and conditions express or implied by statute are excluded to the fullest extent permitted by law.
22.2. No failure or delay by us in exercising any of our rights under this contract for services shall be deemed to be a waiver of that right and no waiver by us of any breach of these Terms by you shall be considered a waiver of any subsequent breach of the same or any other provision.
22.3. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
22.4. You will not be entitled to assign any contract without our prior written consent (such consent not to be unreasonably withheld or delayed). We may assign any engagement/contract we have with you to any successor firm or limited liability partnership on giving written notice to you.
22.5. Except in so far as these Terms expressly provide that a third party in its own right enforce a provision of these Terms a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 (“the Act”) to rely on or enforce any provision of these Terms but this does not affect any right or remedy of a third party which exists or is available apart from the Act.
22.6. These Terms shall be governed by and construed in accordance with the laws of England and Wales and the Courts of England and Wales shall have the exclusive jurisdiction to determine any dispute arising hereunder.