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INTRODUCTION & DEFINITIONS
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In these Terms “we”, “us” or “our” refers to Founders Law Limited, which is a private limited company incorporated in England and Wales with registered number 11866392. Our registered office is 18 Fircroft Road, London, United Kingdom, SW17 7PS. This firm is authorised and regulated by the Solicitors Regulation Authority under the name Founders Law Limited and registration number 659005. Our VAT number is: 354031923.
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You can access the SRA Standards and Regulations online at: https://www.sra.org.uk/solicitors/standards-regulations/
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In these Terms, the following words have the defined meanings:
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“Agreement” means the Terms together with the relevant Engagement Letter which you receive from us;
“documents” means both paper and electronic documents;
“Engagement Letter” means the letter between you and us specifying the nature and scope of the services to be provided and the associated fees involved;
“person” means any individual and any corporate or unincorporated body (whether or not having separate legal personality);
“Terms” mean these terms and conditions of business; and
“you” and “your” refer to you, as our client.
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AGREEMENT
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These Terms outline the terms and conditions governing the provision of legal services by Founders Law to you, as our client. By engaging our services, you agree to be bound by these Terms.
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These Terms should be read alongside your Engagement Letter, and together they form our Agreement with you. If there is any inconsistency between the terms of the Engagement Letter and these Terms, the Engagement Letter prevails to the extent of that conflict.
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We may change these Terms from time to time but, if we do so, we will notify you in advance of the changes we propose to make and you can contact us to terminate our instructions before the changes take effect. Your continuing instructions will amount to your acceptance of the amended Terms.
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INSTRUCTIONS
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We rely on our clients to provide us with timely, accurate and complete information, materials and instructions. This includes keeping us fully informed about any material information available to you from any other person you may have instructed directly to work on the matter. We will not be liable for any loss incurred as a result of non-receipt or late receipt of instructions, or for inaccurate and/or incomplete instructions.
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All instructions should be sent in writing, or, if given orally, confirmed in writing to avoid possible misunderstandings.
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Unless agreed otherwise, we will assume that any person in your organisation may instruct us on your behalf, unless it seems obvious that they do not have the appropriate authority.
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Unless agreed otherwise, we will assume that the legal entity (whether an individual or corporate) providing us with the initial instructions in relation to a matter is our client and our liability will be solely to that client.
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We will let you know if certain instructions are outside the scope of our professional expertise and reserve the right not to act on instructions beyond our professional knowledge.
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We only advise on matters within the scope of our instructions, as set out in our Engagement Letter. Unless your Engagement Letter clearly says otherwise, we will not advise you on the financial or tax aspects of any matter, or on your wider tax or financial interests, on the law of jurisdictions outside of England and Wales, or on accounting and commercial issues (including on the viability and prudence of a matter), even if a relevant issue arises during the course of our work together. You may wish to seek separate specialist advice on these matters. We do not accept any responsibility if we do not advise you to seek separate advice and we shall not be held liable for losses arising from a failure to seek such advice.
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We shall not be held responsible for any omission to provide guidance or commentary on matters beyond the boundaries of our engagement, and we bear no obligation to update any advice for occurrences or changes in the law legal subsequent to its issuance.
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Please note that owing to our professional duties as solicitors there are some limits on what we can do to help clients achieve their goals. We cannot, for example, break the law, act in a conflict of interest, mislead the Court or act in a manner deemed ‘unethical’ by our regulator.
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Consumer right to cancel
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If you are an individual who is not instructing us in connection with your business, you may have a legal right to cancel our agreement with you and receive a refund of any sums you have paid us in advance. You are likely to have these rights if we take instructions from you outside of our offices or at a distance, for example online or over the telephone. Your right to cancel expires 14 days after our Engagement Letter is signed and if you request us to start work during that period you will have to pay us for any work we do up until you cancel. Work which we start at your request during the cancellation period cannot be cancelled once completed, even if the cancellation period is still running.
Third party service providers.
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We may instruct third parties (such as barristers, other solicitors, trade mark attorneys and accountants) to provide services to you. Where appropriate we may instruct these third parties as your agent, so that you contract with them directly. You are responsible for the sums charged by third parties and their services are provided to you on their terms.
4. YOUR OBLIGATIONS
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You agree to:
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Provide us with clear, timely and consistent instructions, and respond fully, frankly and quickly to our requests for information and co-operate with us and those we instruct on your behalf. The information you give us must be full and accurate, to the best of your knowledge and belief. We don’t verify the information you give us, unless we have expressly agreed to do so.
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Tell us straight away if your contact details change.
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Take reasonable steps to properly secure your communications with us. This includes protecting the email and computer systems used for your matter. This is important to protect your rights and funds. You can learn more about staying safe and secure online including good password practice at: www.cyberessentials.ncsc.gov.uk.
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Respect our regulatory restrictions. If we tell you that we can’t do something for you because doing it would breach our legal, professional or regulatory duties then you must respect this.
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Verify any change of our payment details received by email. If you are told about any change of our bank details by email, then even if it appears to come from our firm, you must call us on 0333 050 9794 OR a number you have used with us previously immediately to check the email is genuine.
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5. PROFESSIONAL FEES
Our charges and expenses
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Our charges are based primarily on the time we spend dealing with your matter, although other factors such as urgency, complexity and size of the matter may also be taken into account. Where possible, we may provide a fixed fee or a range of fees estimate for a particular matter, which will be agreed with you in advance, in writing, on a case by case basis. If a matter evolves into greater complexity than initially anticipated, we will contact you to discuss a revised fee arrangement or estimate. Unless stated otherwise, any estimate or quotation of costs we give you should be treated as an estimate only and not as a definitive or fixed fee.
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Our standard hourly charge-out rate will be communicated to you either online or via our Engagement Letter. Time is charged in six (6) minute units and is rounded up to the nearest six (6) minutes. We review our hourly charge-out rates periodically and we reserve the right to amend these from time to time. We will notify you of any increased rates and the date from which they will become effective. We have no requirement to notify you where an individual changes role within the firm (including in respect of internal promotions) and rates may change in accordance with promotion and seniority from time to time.
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Your work will be handled by a designated solicitor who will hold the overall responsibility for your matter. The designated solicitor may receive assistance from others, such as associates, junior associates, trainee solicitors or paralegals. If, for any reason, we need to change the designated solicitor for your matter, we will promptly notify you of such adjustments.
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Our charges are exclusive of VAT or other relevant taxes which will be payable where applicable. It is your responsibility to inform us if you do not believe these taxes to be applicable.
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Our billing arrangements
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We will normally issue bills at milestone events in the work or monthly for ongoing instructions. These bills are payable within thirty (30) days from the date of receipt and should be paid by bank transfer to the bank account specified in the invoice, in the same currency in which your invoice has been issued.
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We bill in arrears for ad hoc work performed and may charge in advance for retainer or ‘bulk buy’ services. Your fees will be used to cover legal fees and expenses as they accrue. Except as set out in any Engagement Letter, any unused portion of the retainer fee will be refunded to you upon completion of the engagement. We do not hold client money on account.
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If payment is not made in good time, we reserve the right to suspend our services until the account is settled. We will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the services. We reserve the right to charge interest on amounts that are overdue. Interest will be calculated at the annual rate of 8% per annum above the base rate of Lloyds Bank from time to time.
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Estimates
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If required, we will provide estimates of future costs on the understanding that these are given in good faith based on our knowledge at the time. However, these are not binding as charges may be affected by matters beyond our reasonable control and the amount of work involved cannot always be accurately forecasted.
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Estimates will only be binding if expressly stated as such in writing.
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LIABILITY
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Unless we expressly agree otherwise in the Engagement Letter, you agree that our maximum aggregate liability to you for negligence or any other breach arising in connection with this Agreement will be limited to three million pounds (£3,000,000) (“Cap”).
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You agree you will not bring any claim personally against any of our directors, employees or consultants, who will have no personal liability to you or any third party. Each such director, employee and consultant will be entitled to the benefit of and to enforce this provision under the Contracts (Rights of Third Parties) Act 1999.
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Neither party will be liable to the other for loss of profits, business revenue, goodwill or anticipated savings incurred by the other party, or for any consequential, indirect or special losses, arising as a result of any breach of this Agreement or the operation of any of the provisions of this Agreement or otherwise arising out of or in connection with the provision (or failure in the provision) of the services that we provide to you.
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We will not be liable for any delay or non-performance of our obligations as a result of any cause beyond our reasonable control. In this event we will notify you promptly and both parties should use their reasonable attempts to mitigate any delay or non-performance.
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Nothing in this Agreement will operate to limit any liability which cannot legally be limited, including but not limited to liability for: (a) death or personal injury caused by negligence; or (b) fraud or fraudulent misrepresentation.
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Subject to clause 6.1, where you are a business customer, our liability to you shall be reduced to the extent we can prove that you would have been able to recover a contribution pursuant to the Civil Liability (Contribution) Act 1978 from another adviser on the same matter. That contribution shall be assessed on the basis that the advisers contracted with you on broadly the same terms as we have, did not exclude or limit their liability to you, and were able to pay the sums due to you in full.
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Insurance
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As a firm we are required to maintain professional indemnity insurance up to a certain limit in order to protect our clients (subject to the terms of the policy). Contact details and details of the territorial coverage for our professional indemnity insurers are available upon request from the individual handling your matter.
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You can also claim compensation under the SRA Compensation Fund. This fund provides a safety net for risks that professional indemnity insurance is unable to cover. If you would like to learn more about the SRA Compensation Fund you can do so on the SRA website: www.sra.org.uk/consumers/consumers.page.
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OUR LIABILITY TO THIRD PARTIES
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The advice we give you in respect of your matter is matter-specific and is for your benefit only. It is not intended to be used or relied upon by any other person or for any other purpose.
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Except as expressly provided in these Terms and/or in any specific Engagement Letter with you, no term in either document is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person to whom it is not addressed.
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STORAGE OF DOCUMENTS
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Our files remain our property at all times. We retain all intellectual property rights in the advice which we provide and the documents which we prepare, but permit you to make use of such work for the purposes of your particular matter only.
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If you want to transfer advisers, we will copy the files you request, at your expense, and release the copies to you once all fees and charges have been paid.
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We will keep all necessary documents relating to your matter for six (6) years.
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Six (6) years from the date of the final bill we send you on a matter, we have your authority to destroy all the documents relating to such matter. We will not destroy any documents that we agree to deposit in safe custody without your prior approval.
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CONFLICTS OF INTEREST
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We are bound by professional rules on conflicts of interest and we will make reasonable efforts to identify and disclose any conflicts of interest that may arise during our engagement. In the event of a conflict, we may have to stop acting for you. However, you agree that the fact that other current or future clients may have, or develop, commercial interests adverse to yours will not of itself prevent us from acting for them.
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USE OF DATA AND SECURITY
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We will keep confidential any information received from you, and others acting on your behalf, whilst acting for you as a client. Except as is necessary to act on your instructions, we will not disclose your confidential information to others without your prior consent, unless we are required to do so for legal or regulatory reasons.
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You will appreciate that we owe the same duties of confidentiality to all our clients and cannot therefore disclose to you confidential information held for them without their consent.We will process your personal data in accordance with applicable data protection laws. For more information, please refer to our Privacy Policy.You are accountable for safeguarding your system against viruses and any other detrimental code or devices.For convenience and speed, we will correspond with you by email and rely on communications coming from your email account. However, email is inherently insecure. We are not responsible for loss or damage caused by email use, provided we have taken reasonable security measures, including against viruses or similar harmful items.Our filtering software may prevent us receiving emails from you or in relation to your matter and we are not responsible to you for losses resulting from this.
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We can adjust to your communications needs. As a firm, we wish to support and promote equality and diversity. If it would assist you for our services to be delivered in a different way, please let us know and we will investigate how we can assist. A copy of our Equality and Diversity Policy, which includes information on reasonable adjustments, is available on request.
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TERMINATION
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If you do not wish us to continue to act for you, you may terminate your instructions to us at any time in writing, which includes email.
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We may terminate our engagement with you on immediate notice to you where: (i) you do not pay a bill in accordance with our billing arrangements (set out in clause 4.5); (ii) where you cannot give us clear or proper instructions on how we are to proceed; (iii) where continuing to act for you risks reputational damage to us; or (iv) where you are in material breach of the Agreement or, where the breach is remediable, such breach is not remedied to our reasonable satisfaction within five (5) business day
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In each case, any outstanding fees and charges incurred in accordance with this Agreement up to and including the date of such termination, will become immediately due.
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CLIENT SERVICE AND COMPLAINTS
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We value our relationships with clients and are committed to providing you with a proper standard of service which takes into account your individual needs and circumstances. However, if you have a complaint about the manner in which your matter is handled you should feel free to discuss this with the solicitor assigned to your case or named in your Engagement Letter.
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A copy of our written complaints policy is available on request. Under that policy, and in summary, we aim to handle complaints promptly, fairly and effectively.If you are dissatisfied with our handling of your complaint, then you may be entitled, within six (6) months, to ask the Legal Ombudsman of England and Wales to consider your complaint. Making a complaint does not avoid liability to pay our invoices. The Legal Ombudsman’s postal address is PO Box 6806, Wolverhampton, WV1 9WJ and its telephone number is 0300 555 0333. More information is available on the Legal Ombudsman’s website (www.legalombudsman.org.uk). You may also apply to the court for an assessment of a bill under Part III of the Solicitors’ Act 1974.Alternative complaints and dispute resolution bodies (such as Ombudsman Services, ProMediate and Small Claims Mediation) would also be competent to deal with complaints about legal services. If we agree to use such a scheme we will inform you when notifying you of our final response to your complaint.
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The Legal Ombudsman deals with concerns about the level of service which a client has received. You can report suspected professional misconduct to the SRA. Examples of professional misconduct include dishonesty, taking or losing your money or treating you unfairly because of your age, a disability or other characteristic. You can find out how to do this at www.sra.org.uk/consumers/problems.
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Anti-money laundering and financial crime procedures
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How we verify your identity and check your credit rating. As a firm of solicitors, we must comply with different legal and regulatory requirements aimed at preventing crime. You agree to co-operate with us in order to verify your identity, your business structure, organisation history and sources of income and other matters relevant to discharging our legal and professional duties in this respect. This may include attending our offices with identification and other documentation for verification, but could also involve disclosure of more personal information such as bank statements and evidence of income. If it is not possible to attend our offices, lawful alternatives will be considered with you.
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Reports to the National Crime Agency. If we have to report information about you or your matter to the National Crime Agency we may be prevented by law from informing you of this fact. If this happens we can stop work on your matter and withhold your money without notice or explanation to you, until the issue is resolved.
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We do not accept cash in any circumstances.
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GENERAL TERMS
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By law we may be required to report certain information to the appropriate authorities in relation to any suspicion of money laundering, tax evasion or any other criminal offence. We will not be responsible for any loss which may arise by reason of having done so.
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Neither you nor we may transfer or assign any right or obligation under this Agreement without the written consent of the other party.Except as otherwise set out herein, these terms may be amended in writing by mutual agreement between you and us.You grant us a non-exclusive, non-transferable, revocable license to use your logo on our website or other promotional material and to reference you as our client. Please let us know at any time if you withdraw this permission and we will promptly remove the logo or any references to you from the applicable materials.These Terms represent the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.If any part of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.These Terms and the terms of any specific Engagement Letter with you are governed by, and any dispute in relation to this Agreement (whether contractual or non-contractual) will be interpreted and construed in accordance with, the laws of England and Wales. You agree irrevocably to submit to the jurisdiction of the English courts there arises any such dispute between us.
Contact information:
Founders Law
Website: https://founders-law.co.uk
Office Address: Hamilton House, Temple, London, EC4Y 0HA
Tel: 0333 050 9794
By engaging our services, you acknowledges that you have read, understood, and agreed to these Terms.