TERMS OF BUSINESS

Terms of Business

1. Introduction

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

 

2. Scope of our Advice

We will undertake the work set out in the Engagement Letter and DBA.  Unless otherwise specified, this will not include advice in relation to tax or accountancy.  If you would like advice on tax or accountancy, please inform us of this and we will help you find a suitable professional either within Charles Lyndon or at another firm. Similarly, we can only advise on the law of England and Wales and do not provide advice on the law in other jurisdictions.

Our advice is provided to you as our client.  This may not be passed to or used by anyone without our prior written consent.  No other parties (save for any litigation funder or After the Event legal expenses insurance (“ATE policy”) insurance provider have the right to rely on our advice or any agreements that we may have in place with you.

If you have jointly signed the Engagement Letter, you consent for us to take instructions from any individual who has signed the Engagement Letter. We will not confirm these with each signatory unless explicitly and in writing agreed with you.

 

3. Scope of your Instructions

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

 

4. Standard of Service

We will:

• Update you (or the Steering Committee on your behalf) on the progress of your matter where there has been a material development and if your claim has been issued, we will update you (or the Steering Committee on your behalf) at least every 4 weeks.
• Communicate with you in plain English
• Explain to you (or the Steering Committee on your behalf) the legal work required as your matter progresses
• Advise on the best course of action in your matter
• Give frequent updates on the costs that are likely to be incurred in your matter
• Keep you up to date on the likely timescale of your matter
• Deal with your queries promptly

 

5. Our charges

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

We will do our best to give you an estimate (based on the information available to us at the time) of what the charges for the work are likely to amount to including fees, VAT, expenses and disbursements. If this is not possible we will advise you of the basis upon which we will charge up to the point at which we are able to give you an estimate of the fees involved.

 

6. How we calculate our fees

For the purposes of recovering costs from the Opponent(s), our fees are calculated by reference to the time that is spent in dealing with your instructions.  Different hourly rates may be charged for different types of work, and according to the seniority of the person who handles it for you. Time spent on dealing with your instructions may include:

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

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

 

7. Expenses and disbursements

The approach to expenses and disbursements is set out in section 6 of the Engagement Letter and section 5 of the DBA.

Minor expenses, e.g. postage, telephone calls and reasonable photocopying done internally, are included in our fees; however, we reserve the right to charge you for (to the extent that they fall within the definition of Expenses in the DBA):

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

These items will be shown by category on your bill.  Current rates of charge are as follows:

• Photocopying and scanning – 25p per copy;
• A4 or smaller colour photocopying and scanning – £1.00 per copy;
• Larger colour photocopying and scanning – at such higher rate as may be reasonable in all the circumstances;
• Computerised legal research – at cost;
• Travel by car – 45p per mile;
• Taxis and other public transport – at cost;
• CHAPS payments – £20 plus VAT.

 

8. Changes to our rates

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

 

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

It is important to be aware that this firm is employed by you and that you are personally responsible for the payment of our fees regardless of any order for costs made against the Opponent(s) in accordance with the DBA.

In addition, if your case is unsuccessful, you will probably have to make a contribution to your opponent’s costs as well as being required to pay all of your own expenses subject to any ATE policy. Please ask us if you would like further advice on your potential liability for your opponent’s costs. If you are successful in your case it is important to note that the most that you can usually hope for is that the other party will be ordered to pay part of your costs and you will therefore have to pay the remainder.

 

10. Interim invoices

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

 

11. Final invoices

Once the matter is concluded we will render a final invoice for all outstanding fees, disbursements and VAT, excluding any charges already included in interim invoices. Sometimes, the final invoice will include an allowance for concluding work that will be necessary to close your file after the matter is completed, but this will be explained to you.

Any money due to you will be paid by cheque or bank transfer: it will not be paid in cash or to a third party.

 

12. Payment on account

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

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

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

If the advance payments are not applied to pay expenses when they are incurred, the payments will be placed on our client account with our bank Natwest. NatWest is covered by the FSCS or the Financial Services Compensation Scheme.  The FSCS is the UK’s statutory fund of last resort for customers of financial services companies.  The FSCS can pay compensation if a bank is unable (or likely to be unable) to pay claims against it.  The compensation limit for eligible claimants is presently £85,000.

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

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

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

• a corporate body client may not be eligible for compensation from the FSCS if it is not considered a small company. In order to satisfy the “small company” test, a company must satisfy two of three thresholds which currently are: (i) annual turnover must not be more than £6.5m; (ii) the balance sheet total is less than £3.26m; (iii) the average number of employees must be not more than 50; and
• the limit applies per banking licence. Some deposit taking institutions have several brands i.e. where the same institution is trading under different names but under one licence.  Therefore, it may be possible to have money deposited with several deposit taking institution brands but for them to be covered by only one licence.  In these circumstances only the first £85,000 is protected for each individual.  You should therefore check with your bank, the FSA or a financial adviser for more information.

 

13. Anti Money Laundering Legislation

Our policy is one of strict compliance with the statutory regulations and therefore we shall not be able to act upon your instructions until we have completed those procedures we deem necessary to satisfy the legislation and regulations to which we are subject.  We may use a third party search agency to verify your identity and validate your address solely for the purposes of fulfilling our Anti-Money Laundering obligations.  You give us permission to use these third party search agencies and to obtain information about you for these purposes only.  You also agree to be responsible for the costs of these third party agencies and such costs shall be reimbursed by you as a disbursement (please see Condition 7).

We shall communicate with you separately in respect of the procedures referred to.

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

 

14. Termination of Instruction

You may terminate our instructions at any time by giving us written notice, subject to the termination provisions stated in the DBA. The consequences for termination are set out in the DBA.

We may cease acting for you at any time by giving you reasonable prior written notice:

• where you have failed to meet your obligations as set out in clause 6 of the DBA;
• if you fail to accept our advice on your prospects of success on whether any offer of settlement should be accepted or made;
• if, in our reasonable opinion, the prospects of your claim succeeding falls below 51%;
• if the third-party funder withdraws from funding your claim because the prospects of your claim succeeding falls below 51%;
• following a material and irremediable breach by you of any other term of the Engagement Letter or the DBA;
• following a material and remediable breach by you of any other term of the Engagement Letter or the DBA that has not been remedied within a reasonable period; or
• if we were to continue acting would involve a material breach of a relevant rule of professional conduct.

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

 

15. Statutory Information for Consumers and Your Cancellation Rights

If you are a Consumer as defined by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, we are required to provide you with certain information.  We have set the information out below for your convenience, in two sections: Section 1: Required information and Section 2: Instructions on Cancellation & Cancellation Form.

 

Section 1: Required information

 

(a)  Main characteristics of the goods, services or digital content.	The provision of legal services under a DBA.
(b)  Identity of the trader.	Charles Lyndon Limited.  Company No. 9636783.  Registered Office 22 Eastcheap, London, EC3M 1EU.  Charles Lyndon is authorised and regulated by the Solicitors Regulation Authority under SRA number 622797.
(c)  Address and contact details. The geographical address at which the trader is established and, where available, the trader’s telephone number and e-mail address	22 Eastcheap, London, EC3M 1EU Tel: (0) 207 058 0050 Email: [email protected]
(d)  Address and identity of other trader for whom the trader is acting.	Not applicable
(e)  Place of business address of trader and other trader for whom the trader is acting.	Not applicable
(f)  Total price or how it will be calculated. The total price of the goods, services or digital content inclusive of taxes, or where the nature of the goods, services or digital content is such that the price cannot reasonably be calculated in advance, the manner in which the price is to be calculated.	As set out in the DBA, Engagement Letter, Terms of Business and LMA and otherwise as discussed or agreed with you.
(g)  Additional delivery charges and other costs or how they will be calculated. Where applicable, all additional delivery charges and any other costs or, where those charges cannot reasonably be calculated in advance, the fact that such additional charges may be payable.	Not applicable
(h)  Costs where contract is of indeterminate duration or is a subscription.	As set out in the DBA, Engagement Letter, Terms of Business and LMA and otherwise as discussed or agreed with you.
(i)  Communication costs where not basic rate.	Not applicable
(j)  Payment, delivery and performance arrangements. The arrangements for payment, delivery, performance, and the time by which the trader undertakes to deliver the goods, perform the services or supply the digital content. Notes:	As set out in the DBA, Engagement Letter, Terms of Business and LMA and otherwise as discussed or agreed with you.
(k)  Complaint handling policy. Where applicable, the trader’s complaint handling policy.	For complaints, please contact [email protected] marking your email “Complaint” in the subject heading.
(l)  Information about the right to cancel.	See Section 2.
(m)  Consumer’s obligation to pay for return of goods.	Not applicable
(n)  Consumer must pay for services received if he agrees to their supply during cancellation period.	Yes
(o)  No right to cancel or how it can be lost.	Non-consumers do not have a right to cancel. Otherwise not applicable.
(p)  Reminder of trader’s legal duty re quality of goods.	Not applicable
(q) Details of after-sales services and guarantees. Where applicable, the existence and the conditions of after-sales customer assistance, after-sales services and commercial guarantees.	Not applicable
(r)  Details of applicable codes of conduct. The existence of relevant codes of conduct, as defined in Regulation 5(3)(b) of The Consumer Protection from Unfair Trading Regulations 2008 (SI 2008/1277) (CPUT), and how copies of them can be obtained, where applicable.	We are regulated by the Solicitors Regulation Authority under SRA number 622797 and are subject to their regulatory regime, alongside that of the Legal Ombudsman as set out in our Engagement Letter.
(s)  Contract duration and conditions for terminating. The duration of the contract, where applicable, or, if the contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the contract.	The contract will be concluded once the services are delivered in accordance with the DBA and Engagement Letter.
(t)  Minimum duration of contract. Where applicable, the minimum duration of the consumer’s obligations under the contract.	Not applicable
(u)  Details of any consumer deposits and financial guarantees. Where applicable, the existence and the conditions of deposits or other financial guarantees to be paid or provided by the consumer at the request of the trader.	Not applicable
(v)  Digital content’s functionality and technical protection. Where applicable, the functionality, including applicable technical protection measures, of digital content.	Not applicable
(w)  Digital content’s compatibility. Where applicable, any relevant compatibility of digital content with hardware and software that the trader is aware of or can reasonably be expected to have been aware of.	Not applicable
(x)  Complaint and redress mechanisms.	For complaints, please contact us at [email protected]

 

• If you are a consumer, you have the right to cancel this contract. You may do so within 14 days beginning the next day after you sign the Engagement Letter without giving any reason.
• The cancellation period will end at the end of 14 days after the day on which the contract is entered into.
• To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail) sent or addressed to:
• Charles Lyndon Limited, 22 Eastcheap, London, EC3M 1EU
• Email: [email protected]
• You may use the model Cancellation Notice at Annex A, but it is not obligatory.
• To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

 

Effects of cancellation

If you requested to begin the performance of services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you communicated to us your cancellation from this contract.

 

16. Data Protection

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

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

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

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

Our use of that information is subject to your instructions, the Data Protection Act 1998, the GDPR and our duty of confidentiality.  You have the right of access under data protection legislation to the personal data that we hold about you.

Full details of our data protection and privacy policy including: retention policy, right to object, right to withdraw consent, data subject access requests, right to erasure, right to restrict processing, right to rectification, right to data portability are available on request or can be downloaded from https://www.charleslyndon.com/Privacy-Policy/.

If there is an inconsistency between the provisions of this clause and the provisions in our LMA, the provisions in the LMA will prevail.

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

Please note that our work for you will require us to provide information to third parties.  In signing the Engagement Letter you authorise us to share information with third parties to the extent necessary in order to pursue your claim.

 

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

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

If you are not satisfied with our handling of your complaint you can ask the Legal Ombudsman to consider the complaint. Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint or within six years of the act or omission about which you are complaining occurring (or if outside of this period, within three years of when you should reasonably have been aware of it).

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

 

18. Confidentiality

Sometimes we ask other companies or people to do typing, photocopying or other work on our files to ensure this is done promptly. We will always seek a confidentiality agreement with these outsourced providers.

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

Please note that our work for you will require us to provide information to third parties.  In signing the Engagement Letter you authorise us to share confidential information with third parties to the extent necessary in order to pursue your claim.

 

19. Document retention

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

 

20. Documents

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

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

 

21. Disclosure

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

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

 

22. Costs in Litigation Cases

Should court or arbitration proceedings prove necessary then, at the conclusion of those proceedings, costs will normally be awarded to the successful party.  The amount of payment will be assessed by the court or arbitrator.  Your recoverable costs will be based on our notional hourly rates set out above (but, together with Counsel’s fees, will be capped at the level of the DBA Payment), plus expenses. It is unlikely that the Opponent(s) will be ordered to pay all our expenses or the notional fees or Counsel’s fees.

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

 

23. Our Liability to You

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

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

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

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

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

 

24. Equality and Diversity

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

 

25. Applicable Law

Any dispute or legal issue arising from our Terms of Business will be determined by the law of England and Wales, and considered exclusively by the Courts of England and Wales.

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