Our professional rules of conduct (enforced by the Solicitors Regulation Authority) require us to set out the basis on which we, Bishop & Sewell LLP, will do business with you, the client. In order to do this we provide you with:
A letter of engagement (also known as a client care letter) setting out the services we have agreed to provide for you
Our standard terms of business, which provide much more detail about the terms on which we provide our services.
Both documents should be read carefully and in conjunction with one another. In the case of conflict our letter of engagement will override our standard terms of business.
Unless otherwise agreed in writing, our standard terms of business apply to any instructions you give us, including any future instructions. We may update our standard terms and conditions of business from time to time and will notify you of any material changes.
We require you to sign and return either the ‘Confirmation of Instruction’ sheet attached to the letter of engagement or a client information and instruction sheet (if provided) before we are able to act on your behalf. By signing it, you are agreeing to be bound by the standard terms of business and the letter of engagement.
Should you not return a signed ‘Confirmation of Instruction’ sheet or a client information and instruction sheet, your continuing instructions will in any event indicate your agreement to be bound by the standard terms of business and the letter of engagement.
Bishop & Sewell LLP
Any references to ‘the firm’, ‘we’ or ‘us’ in the letter of engagement or these terms of business is a reference to Bishop & Sewell LLP, and where appropriate refers to our successor and predecessor firms, and all of our employees, consultants and members. Although we may refer to General or Designated Members as ‘partners’, the firm is not a general partnership, and the partners do not have joint and several personal liability to you.
Bishop & Sewell LLP is a limited liability partnership. This means that your agreement for the provision of legal services is with Bishop & Sewell LLP (OC. 319691). The firm’s registered office and principal place of business is at 59-60 Russell Square, London WC1B 4HP.
We are regulated by the Solicitors Regulation Authority (“SRA”) in England and Wales. Our SRA number is 443824. We are required to act in accordance with the Solicitors’ Code of Conduct which can be found at www.sra.org.uk/rules/
All opinions, advice and services provided to you are provided by Bishop & Sewell LLP, and all liability is the sole responsibility of the firm. Whilst the members, employees and agents of the firm may communicate with you on a personal or first name basis, they do so strictly on behalf of the firm and not in a personal capacity.
Our Services
We are committed to providing you with an effective and personal service that enables us to meet your objectives. Whenever we receive a communication from you, we will aim to respond as soon as possible. If the person dealing with your matter is not available, they will provide alternative contact details for the team secretary or the person who has responsibility for the conduct of your matter during any absence.
We realise that a legal relationship is a two-way process. We would ask you to provide us with any information that we request as soon as you are able, and if it is likely that you will be unavailable for a period of time, please let us know. We also require your most up-to-date contact details, so that we can contact you urgently if needed.
We would ask that you respect our staff and treat them with courtesy at all times, just as we will treat you with courtesy and respect.
Our usual office hours are between 9.30am and 5.30pm, Monday to Friday (excluding bank holidays). Some staff may choose to be available at the office outside these hours. If this is the case, they will be able to let you know details of their availability.
Professional Indemnity and Limit and Exclusion of Liability
We carry full worldwide professional indemnity insurance with Travelers Insurance Company Limited, 61-63 London Road, Redhill, Surrey, RH1 1NA under policy number UC SOL 3991446.
By continuing to instruct us, you agree to limit any single claim which you may have against Bishop & Sewell LLP (including our members and staff) to a maximum of £5,000,000 (five million pounds sterling). This means that in the unlikely event that you should suffer any loss or damage as a result of any negligent conduct or breach of contract by us, your claim is limited to £5,000,000 (including interest and costs).
By continuing to instruct us you agree not to bring any claims personally against any employee, consultant or member of Bishop & Sewell LLP either past, present or future. The Contract (Rights of Third Parties) Act 1999 entitles all employees, members and partners to the benefit of this provision.
We assume no liability to any third party that may use, rely upon or be given access to the advice provided to you by us or any documents created by us on your behalf.
Equally, we accept no liability for the acts or omissions of third parties who we may instruct on your behalf or otherwise or to whom we may refer you.
If we are prevented by circumstances beyond our reasonable control from providing our services, we will immediately notify you of the nature and extent of such circumstances. If, as a result of those circumstances, we are unable to meet any deadline or complete the services by any estimated completion date, or at all:
such failure on our part will not constitute a breach of the agreement between us;
we will not be otherwise liable to you for any such failure to the extent that it is attributable to any such circumstances notified to you; and
any estimated date for completion of the services may be extended accordingly.
We shall not be responsible for any failure to provide services on any matter that falls outside the scope of our engagement and shall have no responsibility to notify you of, or the consequence of, any event or change in the law (or its interpretation) that occurs after the date on which the relevant service has been provided
We shall not be liable for any indirect loss or damage or any loss of profit, income, anticipated savings, production or accruals arising under any circumstances whatsoever, whether in contract, tort, negligence, for breach of statutory duty or otherwise and howsoever caused.
Charges and Expenses
The fees and costs given in our letter of engagement are based on our experience of the likely cost of dealing with similar matters, or are based on our best estimate of the likely amount of professional time incurred. In some circumstances we may need to revise our estimate, for example if your instructions change, matters become complex, we enter into prolonged correspondence, or unforeseen or exceptional circumstances arise. We will discuss and agree any proposed variation to our fees with you. If we cannot agree a revised figure or you then do not wish us to continue working for you, we will invoice you for the work and disbursements to that date.
Unless we agree a fixed fee for specified work, our fees (plus VAT) are calculated by hourly rates. Time is charged in minimum six-minute units. We may also charge (as a profit cost as opposed to a disbursement) for copying, printing and media production, conference call facilities, money laundering checks and handling bank transfer fees. We will charge for all expenses e.g. court fees and counsel’s fees we incur. You will be charged for all time spent on the file (including telephone calls, emails and travelling).
If you are not on a fixed fee for specified work, the hourly rate you are charged will depend on who is involved and their level of authority and expertise.
Our hourly rates are reviewed annually (usually in September) and you will be notified of any revised rate in advance. If you have a query about the rates involved, please contact the person with overall responsibility for your matter.
Our fees are based on:
how much time we spend dealing with a case;
the amount or value of any money or property involved;
the particular complexity of the matter or the difficulty or novelty of the questions raised;
the skill, effort, specialised knowledge and responsibility involved;
the urgency of the work undertaken.
If the firm’s administrative staff are required to work out of normal office hours in relation to this matter we reserve the right to charge their overtime rates.
We may increase the rates for working outside normal business hours, for complex issues, the speed at which actions need to be taken or the importance and value of the work, in which case we will notify you in advance.
We can agree (if you request) a limit on the charges and expenses to be incurred at the start of your matter, but in those cases we cannot guarantee the work will have reached any particular stage when we reach this limit. As soon as we become aware that the likely level of fees may exceed the limit you have set, we will inform you, and will try to avoid exceeding the limit without your consent.
Occasionally it may be the case that the level of fees is exceeded inadvertently, particularly if your matter requires urgent steps to be taken. If we cannot agree a further fee limit we will stop acting for you. Any fee estimates are estimates only and do not fix or limit our charges.
We usually require you to provide us with money on account of costs prior to any work being undertaken or disbursements incurred on your behalf. Any money we hold on your behalf will be placed in our client bank account and may be used to discharge any future invoices we raise or to pay disbursements which have been incurred on your behalf.
Unfortunately, we cannot accept any cash payments without prior notification of the amount, and the agreement of a partner.
Please note that we cannot receive any funds from you until such point as we are satisfied as to your identity.
If a third party undertakes responsibility to pay our fees and expenses on your behalf and the third party fails to make payment in full for any reason, you will be responsible for paying any and all sums outstanding.
Please also note the possible additional charges detailed in paragraphs 18.5 and 25.
Warranties, Personal Liability for Invoices and Personal Guarantees
Where you, the client, are a limited company, other corporate body or corporation that is recognised as having a separate and distinct legal personality, the individuals instructing us on behalf of that body, by signing the confirmation of instruction sheet, are warranting that the organisation has sufficient funds to meet its commitments to us.
Where you, the client, are an unincorporated association or other body without legal personality, the members will be personally liable for our fees. Notwithstanding this, where instructions are received from an individual we will be entitled to assume without further enquiry that the individual responsible for those instructions has the authority of the members to give instructions to us and agrees, in default of payment by the members or the organisation, to make any payments that are due to us personally.
Where we consider it appropriate we may, as a condition of our acting, request a personal guarantee from one or more directors or other individuals instructing us on behalf of a company or association or from controlling shareholders or beneficial owners.
Orders for Costs in Litigation Matters
Payment of our invoices is your responsibility. If, at any stage of the proceedings or at its conclusion, you obtain a costs order in your favour, which requires another person to pay your costs you hereby understand:
that you will be responsible for payment of our costs in full regardless of any order for costs made against your opponent/any other party;
it is highly unlikely that your opponent/any other party will be ordered to pay the full amount of your costs;
the party ordered to pay your costs may not have sufficient assets to pay;
that, if your opponent/the paying party is legally aided, it is very unlikely that you will be able to recover any costs.
In the event that you are successful and the costs of the matter fall to be paid by the other party, we may be able to claim interest on those costs to be paid from the date on which the order for costs was made.
If you lose you may have to pay your opponent’s costs as well as your own. You will usually have to pay your opponent’s costs within 14 days of any hearing and a proportion of their costs within 14 days of a trial.
As stated above, it is unlikely for a party who has a costs order in their favour to recover 100% of their costs from their opponent/any other party. If a settlement cannot be reached regarding the amount of costs payable, the court will assess the receiving party’s costs and often a reduction will be made. You should be aware that you may not recover all your costs. It may be that the hourly rate is not recoverable in full or a certain item of work or a disbursement incurred is disallowed on assessment. If you are the receiving party and your costs are reduced on assessment or by agreement you acknowledge that you are still responsible for full payment of our fees.
Invoicing Arrangements
We shall invoice you as frequently as we think appropriate. Issues determining the frequency of our invoices will include the nature of the matters on which we have been asked to act, the amount of our un-invoiced fees, the amount of time spent on your matters and your financial circumstances. In conveyancing matters, we generally issue an invoice on exchange of contracts. Otherwise, we generally invoice our clients on a monthly basis and on completion of the transaction.
Payment of our invoices is due on delivery, and is not conditional upon any event or outcome. Should your matter not proceed, we reserve the right to render an invoice for the time incurred on the matter, plus VAT and any disbursements. You remain responsible for our fees even if you have an agreement or court order that someone else is to pay your costs.
If you are VAT registered either in this country or in Europe we will require your VAT number. Our VAT number is 333372670.
You can pay our invoices by cheque, credit card, debit card or bank transfer. Please contact us for our client account bank details. Please ensure that all payments are marked with the invoice number and our reference, which can be found at the top right hand corner of all letters.
Should you fail to pay any of our invoices, we are entitled to retain your papers and refuse to conduct any further work until such point as our invoices are paid in full. This applies equally whether the matter has come to a conclusion, or is only part way through a transaction.
Assessment of Invoices
If you are not satisfied with our charges please refer to paragraph 24 for details on making a complaint. You may also have a right to object to our bill by applying to the court for assessment of the bill under Part III of the Solicitors Act 1974.
If you have instructed us to act in relation to court proceedings which have already been issued or in relation to proceedings before the Lands Tribunal, the Employment Appeal Tribunal or the Court of Protection then the nature of the work is ‘Contentious Business’. You may apply for assessment of an invoice by the court. You should do so within 1 month of delivery of the invoice (although the Court has power to assess an invoice on our application or yours made after 1 month but within 12 months from the delivery of the invoice). After 12 months, or if you have paid the invoice, the Court will accept your application only in special circumstances. The Court has no jurisdiction under the Solicitors Act 1974 to assess the invoice beyond 12 months after you have paid it. The Solicitors Act 1974 contains other detailed provisions about the procedures and costs of the assessment of invoices and the rights of third parties.
A complaint does not avoid liability to pay our invoices and we are entitled to charge interest on the outstanding amount of the invoice in accordance with Article 5 of the Solicitors’ (Non-Contentious Business) Remuneration Order 2009.
Interest on Invoices
Interest will be charged on unpaid accounts from one month from the invoice date until payment at 4% per annum above National Westminster Bank PLC base rate. We are entitled to retain your files and papers until payment of all sums due to us.
Holding Client Money
We pay interest on money we hold for you in accordance with our policy on client interest. A copy of this policy is available on request or alternately is available on our website.
Whilst we will place your funds with our bankers in accordance with the Solicitors’ Accounts Rules we will not be liable to refund to you any monies lost through a banking failure which are not covered by any statutory banking deposit scheme.
We are entitled to pay our invoices out of any sums that we receive or hold on your behalf and if you are selling any land or other property, we shall generally settle our invoices from the sale proceeds. All monies held for you (including interest earned on monies we hold) will be applied to settle our invoices.
Counsel
The firm may in consultation with you instruct Counsel for advocacy and specialist advice if we consider it appropriate. Counsel’s fees plus any VAT will be invoiced to you, but we will require money on account of Counsel’s fees before Counsel can be instructed.
Conflict of Interests
As far as we are aware, there is no conflict of interest to prevent us from acting for you. If such a conflict arises or we become aware of a conflict we will contact you to discuss this. If a conflict does arise then we may have to cease acting for you.
Joint instructions
Where we provide services to two or more persons jointly each agrees (unless and until specific written notification is given to us to the contrary) we may rely and act upon the instructions of one only of these persons. If joint instructions are provided to us all persons instructing us will be jointly and severally liable for our fees.
Any action so taken shall bind all persons instructing us.
Third Party Disclosure
Where we are also acting for your proposed lender in a property transaction, we have a duty to provide your lender with all relevant facts about that transaction. This includes any differences between your mortgage application and information we receive during the transaction, any cash back payments or any discount schemes a seller is giving you.
We are required to keep your matters confidential. In certain circumstances we may disclose matters to third parties for audit or other examination authorised under the Solicitors Act 1974, or other statute, or pursuant to a court order.
Communications
We will keep you informed of progress on your matter by making regular contact with you or by any other means as agreed with you from time to time. This may include sending you copies of relevant correspondence, or sending you copies of attendance notes of conversations or meetings.
As part of managing our client relationships, we may also wish to meet with you (or contact you by telephone) from time to time to review the work that we are doing on your behalf.
Email
We may use email in connection with your affairs. Although every effort is made to ensure that emails only go to the correct addressee and all emails carry the appropriate security notices, email is not a secure medium and it is possible that confidential information may pass to people for whom it was not intended. If you provide us with an email address or communicate with us by email we will take this to mean that you are happy for us to communicate with you in this medium and accept the risks that this may pose. If you do not wish us to use email in connection with your affairs, please inform the person conducting your matter.
Money Laundering
We are professionally and legally obliged to keep your affairs confidential. However, solicitors are be required by statute to make a disclosure to the Serious Organised Crime Agency where they know or suspect that a transaction may involve money laundering or terrorist financing. 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.
It is a condition of your retainer with the firm, both in relation to your current instructions and any future instructions, that you assist us as far as you are able to comply with our duties under the legislation and that you agree to meet all the costs and disbursements incurred thereby. We also reserve the right to refuse to act for you, or to cease acting for you, if our Money Laundering Reporting Officer determines that we have not been provided with sufficient information to be satisfied about the integrity of a person or transaction.
If we feel that it is appropriate to report the matter to the authorities we may have to stop work on the matter immediately. You agree to waive any losses.
You should not send any funds to us until you have provided us with evidence of your identity, nor pass our bank account details to any third party without our prior written approval. If you do, we may have to cease work.
Identification (for Regulatory purposes)
18.1 All law firms in England and Wales are now subject to stringent regulations concerned with the prevention of money laundering. We are required to identify all new clients, even those introduced by people already known to us. We are also required to renew the identity documents of existing clients every three years, unless a matter is ongoing.
The type of identity verification documents we are required to obtain varies and therefore the person with day to day conduct of your matter will advise you of the documents we will require from you to meet our obligations under the regulations.However, below are some examples of the types of documents and information we may need to verify identity:
Individuals
Organisations/Partnerships/Trusts
Photographic ID such as a passport or photocard driving licence
Proof of residence, such as a recent utility bill or bank statement (issued in the past three months)
Company/charity registration number
Identity verification documents for (usually two) directors/partners /trustees
Certificate of incorporation
Memorandum/Articles of association
Trust deed
Partnership agreement
Details of controlling shareholders/beneficial owners/main beneficiaries
For individuals, both resident in the UK and abroad, we may conduct an electronic search to confirm identity. This involves us providing the individual’s details to a company called CallML, who then cross-reference the details provided. Although we may conduct such an electronic search we still require a scanned copy or photocopy of a passport or photocard driving licence.
For UK registered companies, LLPs and charities in addition to the documents you must provide to us as listed in 18.2 we may also obtain verification information from the relevant registration authority, for example, Companies House.
We reserve the right to charge for any searches required to confirm your identity. Our charges vary depending the particular search that is being conducted. We will advise you in advance if we propose to undertake such a search and its related charge.
Data Protection
We use information that you provide to us primarily to provide you with legal services. We may also use this information for related purposes such as updating and enhancing our client records, statutory returns, legal and regulatory compliance, collecting our fees and sending you legal information such as briefing notes, legal updates and invitations to seminars and events. Our use of that information is subject to your instructions, the Data Protection Act 1998, our duty of confidentiality and paragraphs 21 and 22. Please note that our work for you may require us to give information to third parties such as expert witnesses and other professional advisers.
You have a right of access under data protection legislation to the personal data that we hold about you. We may, from time to time, send you information we think might be of interest to you. If you do not wish to receive that information please notify us at our office, in writing.
Copyright
As part of your instructions to us, we may draft documents on your behalf. The copyright in such documents belongs to us, and will not be transferred to you without an agreement in writing.
From time to time, we may use documents created in relation to your matter as a template for later documents (“precedents”). All precedents are stored in paper copy and as part of an electronic system to which all staff have access. Before your documents are stored in this manner, they are amended to ensure that no private or confidential information is disclosed to any third parties.
Relationships with Third Parties
It is sometimes necessary for us to ask parties outside the firm for advice. We will notify you if this occurs and tell you about the advice or information being sought. If you have any preference for a particular third party please notify us. Whilst we take care in the appointment of third parties we cannot be responsible for the contents of their reports, advice or their performance.
Outsourcing
We have arrangements with external service providers which cover a range of services including, but not limited to: secretarial and administration support, credit control, quality control and video/telephone conferencing facilities. Personal data and confidential information that we hold may be passed to the providers. We have confidentiality agreements in place with each of the providers. If you do not want your file to be outsourced as contemplated in this clause, please tell us as soon as possible.
Insurance Mediation
We are not authorised by the Financial Conduct Authority (FCA), however we are included on the register maintained by the FCA so that we can carry on insurance mediation activity. Broadly speaking, this is 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 currently regulated by The Solicitors Regulation Authority. The register can be accessed via the FCA website.
Complaints
Bishop & Sewell LLP are committed to provide a fast, friendly and efficient service to all our clients. If something is not proceeding as it should, we need you to tell us about it. Please see our Complaints Policy & Procedure for more information.
Storage of Papers and Documents
Once a matter is completed, it is the firm’s policy to retain the file in our storage facility for a minimum period of six years after the final invoice is rendered, depending on the type of matter. The file will be kept on the understanding that we have the authority to destroy the file after a minimum period of six years. We will not destroy any documents you ask us to keep in safe custody. If you need any papers to be retained you must advise us in writing and we will then either ask you to collect the papers or charge you for their continued storage.
We also provide a safe custody service in respect of important documents (such as Wills) but we may charge for the service. If we retrieve deeds or documents from storage in relation to continuing or new instructions, we may charge an administration fee to comply with your instructions.
If you instruct us to retrieve your file from store on your behalf, you may be charged for this. The amount charged will depend on the urgency of the request. These fees are unlikely to be less than £30 plus VAT and may be larger.
Banks and Other Financial Institutions
We are not and shall not be liable to you or to any other person for any loss, cost or liability whatsoever caused by the act, omission, fraud, delay, negligence, insolvency or default of any bank, financial institution, clearing or payments system or of any regulatory, governmental, or supra-national body or authority or of their directors, officers, employees, agents or representatives.
Tax Avoidance Schemes
If you inform us of or we become aware of a tax avoidance scheme, we may be required by law to notify this to HM Revenue & Customs. In order to comply with our obligations we reserve the right to notify HMRC if we believe it appropriate. We will not advise you in relation to any course of action which could be regarded as being abusive within the meaning of the Finance Act 2013.
Assignment
You may not assign or transfer any rights and obligations created under this agreement without our prior written consent.
Changes to our Business
If we merge with another firm or transfer our business to a limited company, a partnership or limited liability partnership (LLP), these arrangements, and all rights and liabilities arising from them, will automatically transfer to the new entity. Where the new entity is a company or LLP, any advice which we give to you after that point will be responsibility of the company or LLP and not that of any individual member, employee or consultant.
Statutory Right to Cancel
The Consumer Contracts (Information, Cancellation and Additional Changes) Regulations 2013 may apply to your instructions. If these regulations do apply, you have the right to cancel this contract within 14 days from the date of signing the Confirmation of Instructions without giving us any reason. To exercise your right to cancel, you must inform us of your decision by letter, fax or e-mail. You may use the Cancellation Form we provide, but you do not have to do so.
If you cancel this contract, we will reimburse to you all payments received from you unless you asked us to start work during the cancellation period.
Following cancellation we will make any reimbursement due to you no later than 14 days after the date which we are informed about your decision to cancel this contract and by using the same means of payment you used to make the initial payment (unless you have expressly agreed otherwise). You will not incur any fees as a result of the reimbursement.
We will not start work during the cancellation period unless you expressly request us to but if you do make such a request during the cancellation period, you will not lose your right to cancel.
If, subsequent to making such a request to commence work, you do cancel during the cancellation period we can charge you for the work we have done on a pro-rata basis. This will be an amount which is in proportion to the work that has been undertaken up to the date you notified us you wished to cancel, in comparison with the full extent of our instructions.
Payment in full will be required if we completed the work, even if you cancel within the cancellation period.
By signing the Confirmation of Instructions form you are instructing us to start work during the cancellation period.
As explained in clause 8.5 above we can keep your papers and documents while there is still money owed to us for fees and expenses.
Termination
In addition to any statutory rights to terminate as set out in clause 30, you are entitled at any time to cancel your instructions by providing us with written notice. You may use the Cancellation Form provided for this purpose but you do not have to do so. When we receive notice of your decision to cancel we will stop working on your matter and will raise an invoice for the work carried out to date, unless we have agreed otherwise with you.
As explained in clause 8.5 above we can keep your papers and documents while there is still money owed to us for fees and expenses.
We may decide to stop acting for you only with good reason and upon reasonable notice. A good reason may include a failure by you to provide us with proper instructions, or as explained in clause 8.5 above, a failure to pay our invoices in full.
Equality Policy
Bishop & Sewell LLP treats all clients equally, and does not discriminate on any grounds. If you wish to receive a copy of our diversity policy, please contact Louise Moyles on 0207 631 4141.
As part of our policy to treat all clients equally, we will make all reasonable adjustments to facilitate access by disabled clients to our services.
Anti-Bribery and Corruption Statement
Bishop & Sewell LLP is a firm of solicitors. We operate mainly in the United Kingdom and we pride ourselves on our reputation for acting fairly and ethically wherever we do business. Our reputation is built on our values as a firm, the values of our employees and our collective commitment to acting with integrity. We condemn corruption in all its forms and we will not tolerate it in our business or in those we do business with.
Jurisdiction
The letter of engagement together with these standard terms of business form the entirety of the agreement between us and you and any dispute arising out of or in connection with the documents or their subject matter shall be governed by and construed in accordance with the law of England and Wales.
We provide advice solely on matters that are governed by the law of England and Wales. We are not experts in the laws of any other jurisdiction, and you should not rely on any advice we provide as being applicable in any other jurisdiction.
