THE SERVICES TO BE PROVIDED
1. SCOPE OF SERVICES
The scope of our work will be as set out in the relevant engagement letter sent to you by us or as we may otherwise have agreed with you in writing (“Engagement Document”).
2. PERSONNEL
The individuals carrying out work on your behalf will include solicitors, legal executives, and paralegals where necessary. However, 3C Legal Services as a whole (“the Firm”), rather than any specific individual, is responsible for providing our services to you. We aim to avoid changing the individuals handling your work but if this cannot be avoided we will notify you as soon as possible.
3. YOUR RESPONSIBILITIES
We rely on you to provide us promptly with all the information we need to carry out your instructions and to let us know of any significant changes in your circumstances. You should also provide us with any relevant documents and respond to our requests for further information as fully and quickly as you can.
4. CHARGES, INVOICING AND PAYMENT
CHARGES
Our charges for professional services consist of our legal and other fees, reimbursable expenses (sometimes known as “disbursements”) and (where applicable) Value Added Tax (“VAT”) (see below for further information in relation to VAT).
Legal and other fees
Unless otherwise agreed, our charges are based on hourly rates. Our chargeable work will include drafting documents, advising, reporting, dealing with correspondence, telephone calls, preparing for and attending meetings and preparing notes of those meetings, reading papers, researching the law, and travelling. The applicable hourly rates will depend on the seniority and specialised knowledge of the individuals concerned and will be included in the Engagement Document or provided on request. Our hourly rates will normally increase annually in September. Our hourly rates also cover most of our overheads (including routine secretarial services, postage, and telephone calls within the UK). However, we may charge separately for certain support services, including photocopying, printing, scanning, faxing, CD creation/copying, extranet/data site downloading/management services and international telephone calls. Unless otherwise agreed, these fees are charged at our standard rates from time to time, details of which are available on request.
For certain types of work, we may agree a fixed fee at the outset for the legal element of our charges. Where we are not able to agree a fixed fee, we will aim to provide you with the best information possible about likely costs. If you wish, you may set an upper limit on our unbilled fees for which you may be liable without further authority. We would not exceed such an agreed limit without first obtaining your consent. An estimate, quotation or other indication of fees is not intended to be fixed unless otherwise agreed in writing.
Disbursements
As well as our legal and other charges, our invoices will also seek reimbursement of payments made to third parties on your behalf or for your benefit. The expenses incurred will depend upon the type of work we are carrying out for you but may include courier charges, and the fees of e-document management providers. We will try to obtain your prior approval before incurring liability for substantial expenses but this may not always be practicable.
VAT
If appropriate, we will add VAT to our charges and to certain disbursements at the applicable rate. The Firm’s VAT number is 315 3158 28. If you are based outside the UK but within the EU, please provide us with your VAT registration number so that we can include it in our invoices.
INVOICING AND PAYMENT OF INVOICES
To enable you to budget we may send our invoices from time to time before the conclusion of your matter. An invoice will either be the only and final invoice for the charges and expenses incurred for the period and/or matter to which the invoice relates or will represent a request for a payment on account of our total fees for the matter in question. We may deliver our invoices to you electronically. Please let us know if you have any particular requirements for the delivery of our invoices. Payment is due within 30 days of your receipt of any invoice and we have the right to charge interest on any invoice after 30 days. Interest will be charged on a daily basis at the rate applicable to judgment debts, until payment of all monies owed. If you have a query about the invoice you should immediately contact us. If you wish a third party to be responsible for paying our invoices on your behalf, please inform us immediately of that party’s name and contact details and provide any other information or identification documents required by us. You will remain primarily responsible for paying our invoices and they will still be addressed to you, but we will mark them as payable by your nominated third party. If the third party fails to pay any invoices in accordance with these terms of business, we will be entitled to seek payment of the invoice(s) directly from you. If you are unhappy with any invoice you receive from us, you may have the right to complain to the Legal Ombudsman Service. A copy of our complaint procedure will be made available to you on request.
5. MANAGEMENT AND PROTECTION OF INFORMATION
Cybercrime and email related fraud are on the increase. To protect you, your money and our business, the following security measures apply to the transfer of funds to or from the Firm. We will only provide you with our bank account details in a branded PDF document which will be sent by mail or as an attachment to email correspondence. If you receive any communication purporting to come from us which changes those account details please do not rely on this and let us know by telephone immediately. Prior to transferring funds to our account, we ask that you contact us to verify our account details. Please speak to your normal contact(s) here or, failing that, to someone in our Finance team. We will only send you business-related emails from the @3cls.com domain address. Our website will only be www.3cls.com. If you receive an email from an email address which does not match the above or are directed to a website that does not match the above URL please contact us immediately. Please beware of emails, purporting to be from the Firm, where there is an unexplained change in the language, poor spelling or incorrect grammar. We accept no liability for any loss occasioned by the use of email. The Firm can provide secure methods for exchanging large files. However, if you request that we access documents from or upload documents to your account on a file sharing or cloud website, you acknowledge and accept that such service may not be secure and that you bear all risks and responsibilities arising from the use of that service.
6. DATA PROTECTION
During the course of carrying out work on your behalf and for as long as is necessary at the end of that matter in accordance with this Terms of Business, we will need to keep information about you, some of which may be considered sensitive. This information will be processed and kept securely in accordance with prevailing data protection legislation, your instructions to us and our duty of confidentiality. We may also hold copies of your personal data on computer servers hosted by third parties within the EEA. We will use the information you provide primarily for the provision of legal services to you and for the following related purposes to: comply with legal and regulatory requirements; update and enhance client records; for internal analysis and research; to send you information by email or post publications, event invitations and marketing communications about our legal services that we think might be of interest to you and to help detect, prevent or deal with crime. Further information about our data processing activities is available on request. You may object to any of these processing activities by emailing info2@3cls.comor your primary contact, although please note that such objection may prevent us from carrying out your instructions.
7. FILE STORAGE
We will keep a file relating to your instructions in either hard copy or electronic format or both. After completing your work, we are entitled to keep the file while there is money owing to us for our charges. We will normally keep the file (except for any of your papers which you ask to be returned to you) for at least fifteen years. We keep the file on the understanding that we have your authority to destroy it fifteen years after the date of the final invoice we send you on the matter in question. We will not destroy wills, deeds or other documents you ask us to keep here in safe custody but we may return these to you. We reserve the right to charge you for storage if we retain files and documents on your behalf. If we retrieve files or documents from storage in order to act for you in a new or continuing matter, we will not normally charge for the retrieval. We may, however, make a charge (based on time spent) for producing stored files or documents to you or another at your request, or at the request of other authorised third parties or law enforcement agencies. This will include any disbursements, incidental reading, correspondence or other work. Save to the extent that the contents belong to us, we will return files to you or to any other solicitors named by you, provided you have paid any relevant invoices in full.
8. CLIENT CONFIDENTIALITY AND LEGAL PROFESSIONAL PRIVILEGE
Our advice to and communication with you is confidential and may be legally privileged in certain circumstances. At any time in the future we may, however, be under a duty to disclose certain facts or information to third parties and to cooperate with any official investigations or enquiries relating wholly or in part to any work we have done for you. We will endeavour, where possible and unless prevented by law, to notify you of any such event and to take all reasonable steps to protect your interests. We will be entitled to recover our costs and expenses in complying with such enquiries, including charging for our time at our standard hourly rates. From time to time we may instruct third parties to carry out services on our behalf including expert advice or consultancy, auditing services, photocopying, scanning and other similar work on our files. Any such provider we engage will be required to sign a confidentiality agreement.
9. COPYRIGHT
Copyright in all documentation and materials we produce for you in the course of our work remains our property, but you are licensed non-exclusively in perpetuity to use those materials for the purpose for which they were provided to you by us. This licence is conditional on your having paid our fees in full for the work concerned. You may assign this licence to any successor to the relevant part of your business or activities. The licence may be terminated by us if any unauthorised use of our copyright is made.
10. COMPLIANCE AND REGULATION
MONEY LAUNDERING
All solicitors must comply with UK anti-money laundering legislation. The Firm must establish the identity of all its clients by requesting identity documents. We reserve the right to request additional information from you or associated parties at any time while carrying out your instructions. If you are unable or unwilling to provide adequate evidence or information we will cease to act for you and will accept no responsibility for any delay or loss which may result. If we receive funds while acting for you we are required to ascertain their source and may require an explanation and supporting documents from you or any third party by whom funds are transferred to us. In certain circumstances, the Firm may be required to disclose otherwise confidential information about your affairs to other regulated organisations or to the National Crime Agency without informing you. Our duty to report may override the duty of confidentiality that we owe to you. Legal professional privilege may not apply in these circumstances. If we make a disclosure in relation to your matter, we may not be able to tell you that the disclosure has been made. We may have to stop working on your matter for a period of time, or entirely, and may not be able to tell you why. We accept no liability for any delay or loss which may result. By instructing the Firm, you expressly consent to our complying with our statutory obligations in relation to the prevention and detection of money laundering.
11. PROFESSIONAL INDEMNITY INSURANCE (PII)
The Firm maintains PII in accordance with the rules of the SRA. Details of the insurers and the territorial coverage of the policy are available on request. We are required under the terms of our PII Policy to notify our insurers immediately of any instance which appears to be or could potentially become a claim against us. If we do, then your rights to confidentiality are automatically waived and full details of the matter will be disclosed to our insurer.
12. FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) AND THE COMMON REPORTING STANDARD
You may have registration and reporting obligations under the US FACTA legislation (enacted in the UK through the International Tax Compliance (United States of America) Regulations 2014) or the Common Reporting Standard (enacted in the UK through the International Tax Compliance Regulations 2015). Unless expressly included in our retainer, it will be your responsibility to obtain independent legal or expert advice in relation to your reporting status and compliance. The Firm is an Active Non-Financial Foreign Entity for the purposes of FATCA and an Active Non-Financial Entity for the purposes of the Common Reporting Standard.
13. LIMITATION OF LIABILITY
The liability of the Firm (including its partners, members, employees, consultants, subcontractors, affiliated entities or agents) for any claim in respect of our services provided to you shall be limited to the lower of any amount specified in our Engagement Document and £2million. We do not limit or exclude our liability for death or personal injury caused by our negligence, for fraud, or for wilful disregard of our professional obligations to you as our client. Furthermore, we will not be liable (whether in tort, contract or otherwise) for: any direct, indirect or consequential loss of profit, loss of business, loss of chance, loss of revenue or loss of an expected saving or benefit, whether suffered by you or by another person as a result of our acting for you; or any direct or indirect or consequential loss as a result of a failure or delay in the performance of your instructions if it is due to any event beyond our reasonable control; or indirect or consequential loss of any other kind. You also agree that the liability of the Firm shall not be increased as a consequence of the contractual limitation of another professional adviser’s liability. In circumstances where we are (or would otherwise be) jointly liable with another adviser, you accept that the proportion of the claim to be met by us shall be unaffected by any limitation of the other adviser’s potential liability to which you may have agreed. In relation to our liability for any claim in respect of our services, the provisions of this section and of our Engagement Document shall continue to apply notwithstanding the termination of our engagement for any reason. No third party has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Engagement Document or these terms of business.
14. TERMINATION
You may end your instructions to us in writing at any time, but we can keep all your papers and documents while there is still money owed to us for fees and expenses. We may decide to stop acting for you only with good reason, for example if you do not pay an interim invoice, comply with a request for payment on account of our costs or there is a conflict of interests. We must give reasonable notice that we propose to stop acting for you. If you or we decide that we should stop acting for you, you will pay our charges up to that point, including the fees incurred in relation to us ceasing to act and/or having to notify and liaise with other parties.
15. VARIATION AND INCONSISTENCY
Any variation of these terms of business or the terms of any Engagement Document must be in writing. The terms of the Engagement Document override these terms of business to the extent of any inconsistency.
16. JURISDICTION
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.
17. THE FIRM’S STATUS
3C Legal Services Limited is a limited liability company established under English law registered with No. 06263081. 3C Legal Services Limited is authorised and regulated by the SRA. Our SRA identification number is 645985.