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HORWICH FARRELLY LTD TERMS OF BUSINESS

 

  1. TERMS OF BUSINESS
    1. These terms of business (as updated from time to time) together with, where provided, our engagement letter (including any schedule, attachment or annex) and any Service Level Agreement or Retainer Agreement, form the contract between us.
    2. If there is any inconsistency between our terms of business and our engagement letter, the engagement letter will prevail. Unless agreed otherwise, the receipt by you of services from us will be deemed to be on these terms of business.

 

  1. YOU AND HF
    1. Where we say you or your in these terms we refer to the client identified in the engagement letter and anyone authorised to give instructions on that client’s behalf. Where we say we, us or our, we mean Horwich Farrelly Limited (“HF”). The contract is between you and HF and not with an individual partner, employee or agent of HF.
    2. HF is a company registered in England & Wales number 13200208. Its registered office is at Alexander House, Talbot Road, Manchester, England, M16 0SP.

 

  1. SCOPE OF LEGAL SERVICES
    1. We shall provide the services to you with reasonable skill and care. The scope of the services we will provide is described in the engagement letter.
    2. The scope of services does not include, unless specifically agreed in writing with you:
      1. non-legal services such as advice on financial matters (e.g. the merits of entering into any transaction or investment, accounting issues, financial calculations, formulae and modelling, or the financial standing of a party to a transaction);
      2. advice on the laws of jurisdictions outside England and Wales;

 

  1. THESE TERMS OF BUSINESS WILL APPLY TO ALL FUTURE INSTRUCTIONS YOU GIVE US ON THIS OR ANY OTHER MATTER.
    1. These terms of business are subject to change from time to time and are updated on our website.

 

  1. YOU AND HF
    1. We are registered for VAT purposes. Our VAT registration number is GB 145591750.
    2. HF is authorised and regulated by the Solicitors Regulation Authority. SRA number 817849
    3. We may use email or other electronic means to communicate with you.  This carries with it the risk of, but not limited to, interception, inadvertent misdirection or non-delivery.  It is your responsibility to carry out a virus check on any attachments received.  All risks connected with sending commercially sensitive or other information relating to you and/or your business are borne by you and are your responsibility.  If you do not accept this risk, you should notify us in writing that email is not an acceptable means of communication and also ensure that you do not use email to communicate with us.

 

  1. THE SCOPE OF OUR SERVICES DOES NOT INCLUDE:
    1. Advice on non-legal issues such as advice on financial matters or tax advice or advice on the tax implications of any instruction. We are under no obligation to advise you to seek tax advice and do not accept responsibility for any failure on your part to do so. We will not be liable for losses which arise as a result of any failure to seek tax advice; and
    2. advice on changes to law or practice after the date of the communication containing that advice from us unless we are still advising you on the matter and the change is relevant to its handling; and
    3. advice on the laws of jurisdictions outside England and Wales.
    4. If information or other material received from a third party is incorporated into our advice, we are not responsible for its accuracy.
    5. If you ask us to obtain advice from another law firm, the advice will be obtained by us as your agent and that firm will be responsible for the service and advice that they provide.  We shall have no responsibility or be liable to you should you rely on that advice.

 

  1. OUR ADVICE APPLIES ONLY TO THE SPECIFIC FACTUAL AND LEGAL MATTERS IT DEALS WITH. OUR ADVICE IS GIVEN FOR YOUR BENEFIT AND IT IS TO YOU, AND NO OTHER PARTY, WHOM WE OWE OUR DUTY OF CARE.
    1. You must not use or rely on our advice for any other purpose or in relation to any other person without our prior written agreement. You must keep our advice confidential and obtain our prior written consent if you wish to disclose our advice to any other person. Nothing in the contract confers any right on any person pursuant to the Contracts (Rights of Third Parties) Act 1999 and we shall not be liable to any other party other than you in relation to any aspects of our advice.
    2. Our advice is provided in accordance with our professional practice rules and guidelines and the proper interpretation of laws, court decisions and regulations in existence on the date on which the advice is provided.
    3. You must give us appropriate instructions that allow us to undertake our work properly, not ask us to work in any improper or unreasonable way, not deliberately mislead us, and cooperate with us and any third parties instructed by us on your behalf. This may include the provision of information and documents requested by us, compliance with any applicable time limits and the provision of prompt instructions by you.
    4. In providing our advice you acknowledge that we will rely on the work, information and advice prepared and provided by you and your other advisers (including any whom you may engage through us).
    5. We may advise you against taking a particular course of action or advise you that the costs of pursuing any such course of action may be disproportionate and irrecoverable. If we agree to act, notwithstanding this advice, you acknowledge that you will be solely responsible for any adverse consequences of pursuing any such course of action.
    6. We retain all copyright and other intellectual property rights in all materials and know-how developed or created by us either before or in the course of carrying out any work for you and you agree to protect our copyright and intellectual property rights and notify us should you become aware of any infringement.
    7. You acknowledge that unless we are instructed otherwise, we shall be entitled to assume that those of your employees, directors, officers and representatives who give us instructions are authorised to do so, and that we may act on their written and oral instructions. If you retain us as agent for a third party, or purport to do so, you warrant that you have the actual authority of that third party to do so.

 

  1. LEGAL COSTS
    1. In consideration of our provision of the services, you shall pay our charges and any disbursements when they become due in full, without any right of set-off.
    2. We review our professional rates and expenses from time to time. We will provided advance notice of any change and the effective date of any change.
    3. Where we have more than one client on a matter, all such clients are jointly and severally responsible for payment of our charges.
    4. You remain responsible for paying our charges whether or not you expect that another person may be paying our invoices (e.g. an insurer or a litigation funder).
    5. Unless we agree otherwise, we shall bill you in respect of our services on a monthly basis.
    6. Our bills become due for payment immediately after you receive them.
    7. We may elect to charge you interest on our unpaid charges from the date when they become due. Interest and late payment charges will be calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended by various subsequent regulations).
    8. If any amount is unpaid 28 days after the date on which the bill is received by you we may, having given reasonable notice (of not less than 7 days) to you in writing after expiry of the 28 day period, take any or all of the following steps:
      1. suspend work on the matter and inform you we have done so;
      2. cease to act entirely on the matter; and/or
      3. retain custody of your files and funds until your bill and any disbursements are paid in full.
    9. Our charges will, as necessary, comprise our fees, other outlay and expenses, as well as any applicable tax thereon.
    10. Unless we have agreed a fixed fee in the engagement letter, our fees shall be based on the time we spend in dealing with your matter. They may also reflect its nature, urgency and complexity, as well as the responsibility, skill and experience of the matter team.
    11. Where our fees are based on the time spent, they will be calculated by reference to our hourly rates for the relevant fee earner undertaking the work and will be charged in six minute units. Those rates will be our standard hourly rates for such individuals, unless other rates have been agreed in writing with you.  We charge for routine letters, emails and telephone calls as one unit of one tenth of the hourly rate.  Letters, emails and telephone calls that take longer six minutes are charged on a time spent basis. 
    12. Our other outlay and expenses may include expenses we incur on your behalf in connection with your matter, such as the cost of instructing an expert, court fees, our travel and subsistence costs, and any charge we may make for the provision of copying services.
    13. Where we incur on your behalf an expense in a foreign currency, at the time of billing we may charge you for any loss arising as a result of a change in the applicable exchange rate.
    14. If we provide you with an estimate for our charges or a quotation then it is for your guidance only and does not bind us.
    15. Unless the contrary is expressly stated, our charges, fees, expenses and outlay are quoted exclusive of any applicable tax thereon.
    16. We may ask you to make payment(s) on account of our anticipated charges at any time during the matter. Such funds will be held in a client money account until we render our invoice(s). You agree that we can apply such payments on account against any of our invoices or matters.
    17. If you refuse to make a payment on account or fail to pay our invoices on the due dates then these are good reasons why we can bring this our retainer to an end early and prior to the completion of our work.
    18. We are entitled to retain any of your money, documents or property that have come properly into our possession whilst our charges remain unpaid.
    19. If we are required by our legal or regulatory obligations to make a disclosure of your client information to another person (including government and law enforcement agencies), then we may charge you for our time and expenses incurred.
    20. We will update you on whether the likely outcomes still justify the cost and risks associated with your matter whenever there is a material change in circumstances.
    21. Unless we agree otherwise, our interim bills are interim statute bills. You may have the right in certain circumstances to have our costs assessed by the court under the provisions of the Solicitors Act 1974.
    22. If you instruct us to engage other advisers or service providers (such as other law firms, expert witnesses, patent agents, surveyors or legal support providers) on your behalf, we do so acting as your agent and you will be responsible for their fees in addition to our own. Other advisers / service providers typically address their invoices to us and we include their fees as disbursements in our invoices to you. This approach is for convenience only and you remain responsible for such fees. We reserve the right to instruct any other advisers/service provider to address their invoices to you.
    23. If we ask you to make payment of disbursements before they incurred then you will put us in funds before we incur such disbursements. Any delay in providing money on account for disbursements or dealing with any outstanding disbursements may prejudice your matter and/or increase the cost of dealing with your matter. Some of the professionals we instruct may be entitled in certain circumstances to charge interest in the event of delayed payment of the invoices they render. In such circumstances, you will be liable to pay any such interest charges.
    24. If you ask us to send funds to you or for you via telegraphic transfer we will charge a fee. This will cover our administration fee for arranging the transfer. In addition there will be a fee charged by the bank. As bank fees vary the actual bank cost is available from us on request after the transfer has been made.
    25. We may need to issue supplemental invoices after your matter has completed if disbursements and expenses are notified to us after completion.
    26. For new individual clients, a one-time client setup fee of £50 will be charged. For all other clients (i.e. corporate, partnerships etc.) a one-time client setup fee of £150 will be charged;
    27. Expenses – we charge a fixed administration charge of £10 for financial transactions between £1,000 and £5,000, and £50 for all transactions above £5,000, plus travel and subsistence costs, courier fees, external copying and document production and other similar expenses, necessarily incurred by us, at cost or appropriate standard rates. We also charge for Data Rooms, the cost may be subject to change but will be approximately £250 per month, and for internal document production and copying at our current rates which will be provided on request;
    28. You agree that you are willing to accept delivery of bills sent in electronic form, including by email or fax to any email address we use to communicate with you. For any bill we deliver in this way, which relates to regulated services provided only, you waive your rights under s.69 of the Solicitors Act 1974 to have the invoice signed by a partner and delivered personally, sent by post or left at your address.
    29. Invoices may be paid by electronic transfer, banker’s draft or telegraphic transfer. Cheques are also accepted though not preferred. Monies held by us, on your behalf, unless earmarked for other purposes, will be used to pay our invoices and disbursements. Details of our bank account, to which payment should be made, may be obtained from our accounts department via accounts@h-f.co.uk. Any cheques should be made payable to Horwich Farrelly Limited. We do not accept payment in cash either from clients direct or deposited with our bank.
    30. In court cases, the court may order one party to make a contribution towards another party’s costs, either of the whole court case or just a part of it. It is important to understand that, even if another party is ordered to pay costs, you remain responsible for payment of our invoices on delivery. You can try to recover costs from another party. If they are legally aided, if they have little or no money or cannot be traced, it may not be possible to recover costs from them. In “small claims track” cases it is unusual for parties to be ordered to pay costs.
    31. If the court orders another party to pay your costs, the amount paid will rarely be 100% of the costs incurred. Whether you win or lose, instructing us to act for you in a court case will almost certainly cost you money. You agree to waive the provisions of section 74(3) of the Solicitors Act 1974.
    32. You may be ordered to pay costs to your opponent, particularly if you lose. That money is payable in addition to our invoices. Sometimes you can take out insurance cover (or obtain other funding) to pay another party’s costs; please discuss this with us if you are interested. You may have legal expenses insurance to cover our invoices and another party’s costs. You should check your existing insurance policies, including household, motor and any other major policy.
    33. We do not offer legal aid and we are not franchised by the Legal Services Commission. If you believe that you may be eligible for legal aid then we can direct you to a franchised firm.

 

  1. BANKING
    1. We hold client money in various bank accounts with UK banks which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority.
    2. We are not liable for any losses you suffer as a result of any such banking institution being unable to repay depositors in full. You may, however, be protected by the Financial Services Compensation Scheme (FSCS). Visit https://www.fscs.org.uk/ for more information.
    3. We will not send you information about changes to our bank account details by email or a link to our internet banking log on page. If you receive an email purporting to be from us advising you of a change to bank account details it is not genuine. Do not reply to the email or act on any information it may contain as malicious software can take over your device and prevent you from accessing files. Instead you should contact the person dealing with your matter and your IT administrator immediately.
    4. We do not accept cash payments. If you (or anyone on your behalf) try to avoid this policy by depositing cash directly with our bank, we will charge you for any additional checks we deem necessary to prove the source of funds. Where we have to pay money to you, it will be paid by cheque or bank transfer. It will not be paid in cash or to a third party.  Where you pay money to us, it is your responsibility to make payment using the correct sort code, account number and file reference number.
    5. When we receive monies on behalf of you it will be paid into our client account. Under anti-money laundering regulations, law firms must hold information on the identity of the person on whose behalf the monies are held in our client account, and make this available to their bank on request. If our bank requests information about whom we hold funds for, we are required to provide that information. In the event of this happening, you agree to us disclosing your details to them.

 

  1. INTEREST
    1. Subject to 10.2 below, interest will be paid to clients in full. In the event that interest rates should become negative, we may pass on to you any charges or deposit costs charged to us by our bank in connection with the sums held for you on the client account. We will provide you with notice of the amount of any charges or deposit costs and will charge these to the client account.
    2. You agree that interest amounting to less than £20 will not be paid to you and you authorise us to retain all such interest in these circumstances.

 

  1. COOLING OFF AND TERMINATION
    1. If we have not met you in person, or the contract for legal services is entered into away from our business’ premises, the Consumer Contract (Information, Cancellation and Additional Charges) Regulations 2013 may apply. This means you may have the right to cancel your instructions to us within 14 days of our initial communication with you, without giving any reason. To exercise your right to cancel, you must make a clear statement (letter or email) setting out your decision to cancel. To meet the cancellation deadline, it is sufficient for you to send the communication before the cancellation period has expired. This will end the obligations of both you and us under the contract.
    2. You can terminate the contract at any time throughout the running of the matter by giving us written notice. We can keep all your papers and documents while there is still money owed to us for fees, disbursements and expenses.
    3. You may require us to begin work on your matter during the 14 day cancellation period. Please let us know immediately if you wish to waive the 14 day cancellation period. If you expressly request we begin work on your matter during the cancellation period, we reserve the right to ask you to pay an amount proportionate to what service has been carried out prior to you communicating any cancellation.
    4. If you have made a payment on account you will only receive a refund for that part of our services not provided. If you decide to cancel before the end of the cancellation period, and we have not started to provide our services, you will receive a full refund of any fees paid. You will not have the right to cancel the contract if you request we start work within the cancellation period and we have completed those services.
    5. When our engagement ends we will have no further or ongoing responsibilities in relation to the matter. You must pay our fees for work done and expenses incurred up to the date our engagement ends.
    6. We can terminate the contract where we feel that the relationship has broken down; if to continue acting for you would constitute a breach of the SRA Standards and Regulations; where you have not paid us on time or provided us with any monies on account which we may have requested; or are not providing us with the instructions needed to carry out your work. We will give you reasonable notice of this which shall be no less than 7 days.
    7. We are not responsible for reminding you about important dates and/or any deadlines after the contract has come to an end.
    8. You shall not be entitled to assign the benefit of this contract to any third party without our prior written consent.

 

  1. CONFIDENTIALITY
    1. We will keep your affairs confidential from our other clients and anyone externally unless you specifically ask us to disclose the information to them, or we need to do so in order to deal with your matter. You understand that we will not disclose any information to you about other clients.
    2. In any event, you agree to us releasing confidential information to:
      1. our insurers;
      2. our legal advisers;
      3. the tax authorities;
      4. any regulatory authorities;
      5. any professional advisers that we instruct on your behalf to advise you such as barristers, overseas lawyers and experts; and
      6. companies or individuals that provide administration support to the firm such as typing, photocopying, archiving and other associated services.
    3. External organisations such as our ISO 9001 auditors and the Solicitors Regulation Authority may wish to inspect our files from time to time. They are required to maintain confidentiality in relation to your matters.
    4. We may tell other clients or prospective clients about the services we provide. If we wish to rely on any work that we have undertaken for you to promote our services, we will ask your permission save where details of your matter subsequently enter the public domain in which circumstance you agree that we may publicise our involvement as well as any related information which has entered the public domain.
    5. We cannot absolutely guarantee the security of information communicated by email or mobile phone. Unless we hear from you to the contrary, email will be our default method of communication.
    6. We may record calls and monitor emails from time to time for training, regulatory and compliance purposes
    7. We utilise third party service providers (including those that offer “cloud” services) in order to facilitate the provision of legal services to you to include document hosting, document transfer, document analysis and processing and document storage.
    8. We take all reasonable steps to safeguard emails and ensure they remain secure but if you would rather we do not correspond with you in this manner do let us know. If there are physical or email addresses that you do not want us to use to contact you, please ensure that we are informed in writing without further delay.
    9. We are obliged by our insurers to notify them of any circumstances known to us which may give rise to a claim against us. We are required to tell them (and our brokers) information about you and your instructions to us which is privileged and to supply documents to them. We will only pass on privileged or confidential information in good faith to ensure your legal rights to claim against us are preserved.
    10. Our insurers and brokers are contractually obliged to keep all information we pass to them strictly confidential. They may only use it for the purposes of administering our insurance arrangements including any claim you might make. We will assume you consent to our sharing information in this way unless you tell us you do not.

 

  1. PRIVACY AND DATA PROTECTION
    1. In order to provide you with services we may need to process your personal data and you agree to us doing so.  Your details and details of key individuals within your organisation may be entered into our database.  We refer to this information as “personal data”.  We will use this personal data primarily , to provide you with legal services.  You confirm that you are authorised to provide to us any personal data that we process on your behalf.  Please see our Client Privacy Policy on our website.
    2. Except as permitted above, or as required by law, we will not share or otherwise disclose to any third party any information provided by you save as set out in our Client Privacy Policy.  All personal information will be processed in accordance with applicable privacy laws.
    3. Such personal data will also be kept on our database for administration and accounting purposes, to enable us to undertake any searches with credit reference agencies and so that we can send you, or such key individuals, relevant information about us, our services and about developments and events which we consider to be of interest to you. Please see our Client Privacy Policy on our website, here for further details.
    4. You have a right to see any of your personal information held by us and can request access to it by contacting us on compliance@h-f.co.uk. If you believe that any of the personal information held by us may be incorrect, please let us know.
    5. If, during the course of acting for you, you require us to process personal data on your behalf as your processor (for example, to upload documentation or information into an online data room during the course of a merger or acquisition) (Services), the following terms and conditions in clause 13.7 will apply.
    6. In these circumstances, references in this clause 13 to a Regulation are to regulation 2016/679/EC. References to an Article are to an Article of the Regulation. Capitalised terms in this clause have the meaning defined by the Regulation.
    7. We shall:
      1. process the personal data in accordance with all applicable Data Protection Laws and Regulations;
      2. process the personal data within the UK and European Economic Area and on your documented instructions only, including with regard to transfers of Personal Data to a third country or an international organisation;
      3. unless prohibited by law, notify you before Processing the Personal Data, if we are required by any law of the UK and European Union or the law of one of the Member States of the European Union to act other than in accordance with your instructions; or if, in our opinion, any of your instructions infringes the Regulation or other Union or Member State data protection provisions;
      4. obtain your prior written authorisation before engaging another Data Processor and shall respect the conditions referred to in paragraphs 2 and 4 of Article 28 for any such engagement. Subject to the limitation on liability in clause 16, we shall be liable for the acts and omissions of our Sub-processors, and we shall ensure that the Sub-processor contract (as it relates to the Processing of Personal Data) is on terms which are substantially the same as, and in any case no less onerous than, the terms set out in this clause 11;
      5. comply with clause 12 (Confidentiality) in respect of such Processing, and the Personal Data shall be “Confidential Information”;
      6. take all measures required pursuant to Article 32;
      7. taking into account the nature of the Processing, assist you at your cost by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the Regulation;
      8. provide reasonable assistance to you on your written request and at your cost in ensuring compliance with your obligations pursuant to Articles 32 to 36, taking into account the nature of Processing and the information available to us;
      9. at your choice and at your cost, delete or return all the Personal Data to you after the end of the provision of the Services relating to the Processing, and delete existing copies unless UK, Union or Member State law or regulation requires storage of the Personal Data;
      10. at your cost and following written agreement as to the details make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28; and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you, to the extent required by Article 28;
      11. in the event of an actual or suspected Personal Data Breach notify you without undue delay and provide reasonable and timely cooperation with your investigation into the Personal Data Breach; and unless required by binding law, or under a subpoena, court order or similar legal document issued by a court or regulatory authority, not disclose the Personal Data Breach to anyone other than you without first obtaining your prior written consent; and
      12. not transfer, publish, disclose, divulge or otherwise permit access to Personal Data by recipients (including Sub-processors) in jurisdictions outside of the UK and European Economic Area unless you provide your written consent.
    8. You agree that you have sole responsibility for and shall ensure that:
      1. You have all necessary rights to authorise us and our Sub-processors to Process Personal Data in accordance with this agreement and the Regulation and other applicable data protection laws;
      2. You have provided adequate fair processing notices to, and obtained all necessary consents from all Data Subjects to enable us and our Sub-processors to Process the Personal Data for the purposes of providing our services to you and performing our obligations and exercising our rights as set out in this agreement;
      3. You provide us with only Personal Data that is adequate, readable, relevant, and limited to what is necessary for the lawful purposes for which they are processed;
      4. All Personal Data provided to us is accurate and where necessary, kept up to date; and
      5. Your instructions to us relating to Processing of Personal Data shall not breach, and will not put either party in breach of, any applicable law.
      6. If you require us to use a specific consumer- grade cloud storage provider (for example Dropbox.com, Onedrive.com, etc.) for the storage, sharing or exchange of documents or information generated or used in the course of a specific engagement we assume no responsibility for the security of the data or the provider’s security standards.

 

  1. YOUR FILE
    1. We will keep your documents and other papers for six years after we send you our final bill on the understanding that we may destroy them after that period.
    2. We may store documents electronically on our IT system. We take all reasonable steps to ensure that the system is secure and that our overriding duty of confidentiality to you is observed. We may destroy your original paper document and scan it onto our system instead.
    3. If we prepare a deed or a will for you we will also store it free of charge. We reserve the right to charge you for retrieving the documents from storage and for passing them to other people or back to you. We also reserve the right to charge for storage in the future, but only after notifying you.
    4. Where you ask us to retrieve your file from storage or transfer documents to a third party for a matter on which we are not to be instructed, we may charge you for the time spent on:
      1. retrieving the file and producing it to you;
      2. reading, correspondence, or other work necessary to comply with your instructions in relation to the retrieved file; and
      3. providing any additional copies of any documents. 
    5. We will provide you with, at our election, an electronic copy of the file or a paper copy of the file but we shall be under no obligation to provide you with both. 

 

  1. REGULATORY
    1. To comply with anti-money laundering and counter- terrorist financing laws, regulations and standards, we are likely to request identification evidence from you and may conduct searches or enquiries for this purpose. This work is part of our work for you and we reserve the right to charge you our professional fees and any expenses incurred.
    2. In order to comply with financial sanctions requirements prohibiting payments to sanctioned targets, we conduct searches on all recipients of internationally made payments. We must not directly or indirectly make funds available or for the benefit of targets on any sanctions lists, and where a potential match is discovered, we may suspend the transaction pending advice from the Asset Freezing Unit, contact the Asset Freezing Unit to seek a licence to deal with the funds, and consider whether we have a suspicion of money laundering or terrorist financing which requires a report to the National Crime Agency. The funds will not be dealt with until the approval of the Asset Freezing Unit is granted, meaning there may be significant delays to your matter.
    3. Please do not send us any funds until we have told you that these checks have been completed.
    4. We may ask you to say where any money you have sent us has come from or is going to come from. If you do not provide us with that information promptly then your matter may be delayed.
    5. To verify your identity, we search third party electronic verification databases, and may carry out these checks from time to time throughout our relationship, not just at the outset. These checks may leave a ‘soft footprint’ on your credit file, but will not affect your credit rating.
    6. There may be circumstances in which we are not able to proceed with your instructions and may cease to act for you, for example if you do not provide satisfactory evidence of your identity or in some instances, the identities of your directors, shareholders and ultimate beneficial owner(s) within a reasonable time. In these circumstances we will charge you for the work done prior to that date.
    7. If you are a company (registered or unregistered), Limited Liability Partnership or Scottish Partnership, we may have to report any discrepancies on Registers between information collected from Companies House, and information gathered while fulfilling our anti-money laundering duties, to Companies House.
    8. We are obliged to keep your affairs confidential. However we may be required by law to disclose certain information and documents about you to authorities such as the Police, HM Revenue & Customs, Serious Fraud Office or National Crime Agency in relation to matters such as tax evasion, fraud, bribery, money laundering or terrorist financing.
    9. Subject to section 20 below, we shall not be liable for any loss arising from or connected with our compliance with any statutory obligation which we may have, or reasonably believe we may have, to report matters to the relevant authorities under the provisions of the money laundering and/or terrorist financing legislation.
    10. The UK International Tax Enforcement (Disclosable Arrangement) Regulations 2020, requires EU and UK based intermediaries and taxpayers to disclose to local tax authorities certain cross-border arrangements that potentially facilitate tax evasion or avoidance. It means that UK law firms like us, who are involved in promoting, planning or advising on relevant types of cross-border arrangements, must make a report to HMRC within 30 days of certain specified events. Where we are prevented from reporting due to the application of the rules of legal professional privilege (and which you do not agree to waive), the obligation to report falls on you the taxpayer, provided you are resident in the UK or an EU Member State. In circumstances where you are required to disclose any such transaction undertaken as part of our legal services, we will notify you of this as soon as practicable, and rely on you (at your own expense) to provide the relevant information to HMRC (or other relevant EU tax authority) and deal with any associated tax affairs. We shall seek confirmation from you that such a disclosure has been made.

 

  1. FINANCIAL SERVICES AND INSURANCE DISTRIBUTION
    1. We are not authorised by the Financial Conduct Authority. We are, however, able in certain circumstances to offer a limited range of investment related services to clients because we are authorised and regulated by the Solicitors Regulation Authority. We do not give advice on the merits of entering into any particular investments. If you require advice on investments, we may refer you to someone who is authorised to give you investment advice. When providing our services we will assume that you have decided, or will decide, to negotiate and enter into any such transaction solely on the basis of your own evaluation of the investment and any advice which you may receive from a person authorised by the Financial Conduct Authority. We will not communicate, either to you or on your behalf to any other person, any invitation or inducement to engage in investment activity, and nothing we write or say should be construed as an invitation or inducement.
    2. We are not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance distribution 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 Regulation Authority. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/firms/financial-services-register. We operate as an ancillary insurance intermediary and do not manufacture insurance products. We are not an insurance company.

 

  1. CONFLICTS OF INTEREST
    1. You agree that instructing us will not prevent us from acting for current or future clients who have, or may in the future have, commercial interests adverse to you.
    2. We must not act for you where there is a conflict of interest between you and us, or another client of the firm. If a conflict arises we will discuss the situation with you with a view to agreeing how the situation can be resolved. You must inform us as soon as possible if you become aware of a potential or actual conflict of interest.
    3. We may have one or more clients interested or potentially interested in the same or related transaction as you are (for example, in relation to the acquisition of an asset being put up for sale or a competitive tender for a contract). You agree that we are free to accept an instruction to act for more than one client in relation to that transaction.
    4. If your matter develops such that it could require us to take action on your behalf adverse to the interests of any other client of any HF entity, we will be entitled to treat that aspect as a new matter and will not be bound to act on that matter.
    5. If we become aware of a conflict of interest which prevents us from continuing to act for you in relation to any matter we shall inform you immediately. We can assist you in finding new legal advisers and provide an effective transfer of the relevant matter to your new legal advisers. You agree to pay our costs to the date of any such transfer in accordance with these terms.

 

  1. OUR DUTIES TO THE COURT AND OUR REGULATOR
    1. Your matter may involve court proceedings.
    2. All solicitors have a professional duty to uphold the rule of law and the proper administration of justice and comply with the Principles of our regulator, the Solicitors Regulation Authority. We must comply with our duties to the court and our regulator, even where this conflicts with our obligations to you. This means that we must not:
      1. attempt to deceive or knowingly or recklessly mislead the court;
      2. be complicit in another person deceiving or misleading the court;
      3. place ourselves in contempt of court;
      4. make or offer payments to witnesses which depend on their evidence or the outcome of the case; and
      5. uphold the Principles and co-operation duties and obligations as prescribed by the Solicitors Regulation Authority.
    3. We must also comply with court orders that put obligations on us and ensure that evidence relating to sensitive issues is not misused.

 

  1. COMPLAINTS
    1. If you would like to discuss how we can improve our service to you, or if you are dissatisfied with any aspect of our service at any time, please raise the matter with the person you deal with, or with their supervising partner named in your engagement letter.
    2. In the event that you feel unable to speak with the supervising partner, or are not satisfied with the response, please write, or speak, to our Head of Risk & Assurance.  We are committed to providing high quality legal advice and client care. If you are unhappy about any aspect of the service you have received or about an invoice please contact us by email at compliance@h-f.co.uk or by post to the Head of Risk & Assurance at Horwich Farrelly Limited, Alexander House, Talbot Road, Old Trafford, Manchester M16 0SP. We have a documented procedure in place, detailing how we handle complaints, that is available on request.
    3. Our complaints procedure can be found on our website and a copy will be provided to you on request.
    4. You may be entitled to have your complaint dealt with by the Legal Ombudsman at PO Box 6806, Wolverhampton WV1 9WJ or at email enquiries@legalombudsman.org.uk or telephone +44 (0)300 555 0333. Complaints must ordinarily be referred to the Ombudsman within six months of the date of our final written response. Any complaint should be referred to them within six years from the date of act/omission, or three years from when you should have known about the complaint. Not all clients are entitled to complain to the Ombudsman and, whilst you can always take advice from others, we will advise you if you are able to complain to the Ombudsman should the situation arise.  If you are not entitled to bring a complaint to the Legal Ombudsman and, in the unlikely event of an unresolved issue arising in connection with our services, which you regard as a complaint, you may contact the Head of Risk & Assurance via compliance@h-f.co.uk.
    5. Where outstanding monies are due to HF and you have made a complaint, all monies due to Horwich Farrelly solicitors will be recovered in the normal way separate to any complaint you may have and in accordance with our terms and conditions of business. In the event your complaint is upheld (either through our complaint’s procedure or via the Legal Ombudsman), any necessary refund will be made upon conclusion of your complaint.
    6. As well as your right to complain about any of our bills under our complaints procedure, you also have a right under Part III of the Solicitors Act 1974 to ask the court to assess whether the charges in our bill are reasonable. However, the Legal Ombudsman may not be able to consider a complaint about our bill if you have applied to the court for detailed assessment of the bill.
    7. The Solicitors Regulation Authority can help you if you are concerned about our behaviour. This could be for things like dishonesty, taking or losing your money or treating you unfairly because of your age, a disability or other characteristic.
    8. You can raise your concerns with the Solicitors Regulation Authority www.sra.org.uk.

 

  1. OUR LIABILITY TO YOU
    1. In relation to any work we do, or services we provide to you under these terms of business, none of our employees, staff, contract lawyers or affiliated entities will be personally liable to you for providing services under these terms of business or for any loss or damage arising out it, howsoever arising, and you waive any such claim against them.  All our employees, staff and affiliated entities shall have the benefit of this clause such that they have the right to enforce this clause on their own behalf.
    2. We are not responsible for any failure to advise or comment on any matter which falls outside the scope and limitations set out in our engagement letter.
    3. We will not be liable to you if we fail to meet any of our obligations to you due to matters beyond our reasonable control. For the avoidance of doubt this includes the actions, omissions, errors or deficiencies of any third party instructed by us.  We will let you know if such an issue arises in connection with your matter.
    4. We do not owe, nor do we accept, any duty to any person other than you and we do not accept any liability or responsibility for any consequences arising from reliance upon our advice by any person other than you. You agree to indemnify us against any liabilities, losses, damages, costs or expenses we incur arising out of any claims brought against us by third parties arising out of or in connection with our work for you.
    5. Where we act for more than one client on a matter, then our liability cap shall be equally apportioned among all such clients and each of you agrees that such apportionment is reasonable.
    6. Our maximum aggregate liability to you (or any other party we have agreed may benefit from and rely on our services) in this matter, or where applicable, in any group of connected matters, shall be limited to the amount specified in the engagement letter or, if no amount is specified, to £3 million including interest and costs.
    7. You agree that we will not be liable for loss:
      1. not arising directly from our breach of contract or breach of duty to you (whether in tort or otherwise) in the work we do for you;
      2. of revenue;
      3. of profit;
      4. of contracts;
      5. of or corruption to data;
      6. of anticipated savings;
      7. of business opportunity; or
      8. of goodwill or damage to reputation, even where the above might have been foreseeable at the start of the matter.
    8. Where you have suffered any loss or damage as a result of any fault or breach of duty on our part in the course of providing the services, then our liability to you shall be limited to a just and equitable proportion of the total loss or damage you have suffered, having regard to the extent of your responsibility for that loss or damage, and that of any other person who is also liable to you in respect of any part of that loss or damage. In assessing the extent of responsibility of any other person under this clause there shall be disregarded: firstly, the ability of that person to make payments in respect of your loss or damage; secondly, any limitation of liability that you agreed with that person if our own liability to you under this clause would have been less if the other person had not so limited its liability; thirdly, the fact that the other person no longer exists or is no longer liable, and fourthly, the absence of that other person as a witness or party in any dispute concerning us. Our liability cap applies after the operation of this clause.
    9. Nothing in this contract shall exclude or restrict our liability to any person for death or personal injury, fraud, wilful misconduct or dishonesty.
    10. Any claim for breach of contract, breach of duty or act of negligence or otherwise whatsoever arising out of or in connection with this engagement shall be brought against us within six years of the act or omission alleged to have caused the loss in question.
    11. We hold compulsory professional indemnity insurance. Details of our insurers are available on request.

 

  1. LAW AND JURISDICTION
    1. The contract shall be subject to and governed by the law of England and Wales. Any dispute arising from or under the contract shall be subject to the exclusive jurisdiction of the courts in England and Wales.