Hornby Baker Jones & Wood Solicitors, SRB Legal and Victorious Claims are trading names of Hornby Baker Jones & Wood Law LLP.
Registration Number: OC353053
Regulated by the Solicitors Regulation Authority.
Registration Number: 534302
Terms & Conditions
Standard Terms & Conditions of Business
- 1. Hornby Baker Jones & Wood Law LLP
Our principal partnership is Hornby Baker Jones & Wood LLP, a limited liability partnership incorporated in England and Wales under Registration number OC353053. In addition the practice “trades as” HBJW Law LLP, SRB Legal and Victorious Claims.
It is Hornby Baker Jones & Wood LLP which accepts your instructions to provide the legal services as set out in our engagement letter (“Engagement Letter”) accompanying these Terms & Conditions of Business and with which you are contracting for the purposes of the provision of those legal services (“the Engagement”).
References to ‘we’, ‘us’ and ‘our’ are to Hornby Baker Jones & Wood LLP. References to ‘you’ and ‘your’ are to the client or clients’ referred to in paragraph 1 of the Engagement Letter. We use the word “partner” to refer to a member of the LLP.
- 2. Our Advice
Our advice is prepared solely:
• for use by you; and
• for the intended purposes associated with the Engagement and any subsequent variation thereof.
Our advice should not be disclosed to any third party without our prior written agreement.
- 3. Responsibilities
Unless instructed otherwise in writing, we will act on the basis that all of your employees, directors and officers who give us instructions are authorised to do so and that we may act on oral instructions. Where information that is or maybe relevant to the Engagement is provided to someone in the firm other than those individuals involved in the Engagement, you accept that knowledge of that information will not automatically be imputed to those individuals involved in the Engagement.
In order to carry out the Engagement effectively we require your full co-operation. You will provide us on a timely basis with any documents and information that we may need to complete the Engagement and ensure that, to the best of your knowledge, those documents and information are complete and accurate.
Unless you instruct us otherwise in writing, you agree that we may rely on them where we consider it is reasonable to do so. Where necessary, you will ensure that we have timely and reasonable access to your employees and you will procure that they will provide us with such assistance as we require completing the Engagement.
Where we draft, review or advise on agreements or other documentation, we do so as legal advisers, not as specialist advisers or experts in other technical disciplines or professions, and it remains your responsibility to ensure that appropriate expertise from other specialists is obtained where appropriate.
- 4. These terms
These Terms of Business should be read together with our Engagement Letter. Together they form the contract between you and us for the purposes of the Engagement. If and to the extent that the Terms of Business conflict with the Engagement Letter, the Engagement Letter shall prevail. From time to time it may be necessary for us to amend or supersede these Terms of Business. In such circumstances we shall notify you of the proposed changes and, unless we hear from you within 7 days of such notification, the new Terms of Business will come into effect from the end of that period.
- 5. Our Services
We will perform the Engagement with reasonable skill and care. Our services will not include advice on tax related issues arising out of the Engagement.
We will communicate with you in plain language but should you require clarification on any matter on which you are unclear then you should contact the solicitor with conduct of your case.
We will report to you in writing at least every 6 weeks by writing (to include email, and text facility) or sooner upon significant development in your case.
In addition, on a material change in the matter we will also provide to you at least at 6 month intervals;
- Position of the matter
- Options available to you.
- Costs incurred to date.
- Any change in anticipated cost.
- Whether to anticipated outcome still justify the costs and risks associated with your case.
- Any change to the estimated time to conclusion of your case.
You may contact us by letter, email, or text facility (where appropriate) if you have a concern or query in relation to your case.
Our hours of business are 8.30am to 5.30pm Monday to Friday. In addition an out of business hour service is in operation for emergencies
- 6. Conflicts of Interest and Confidentiality
Before accepting any Engagement, we will determine whether we are able to advise you having regard to any legal or professional regulations relating to conflicts of interest. Similarly, we will not act for another client in relation to the subject matter of this Engagement, or a related matter, if this would constitute a conflict of interests, unless we are permitted by legal or professional regulations to do so.
You agree that we may otherwise act for any other client, including commercial competitors and this may include acting on any particular matter in which you may have an interest, even if the interests of the other client are or may become adverse to your own, unless we conclude that it would be inappropriate for us to do so having regard to any legal or professional restrictions. Subject to us putting in place any arrangements which we consider necessary to protect your documents or information acquired by us and which are or may be relevant to an Engagement for another client, you agree that we may act for that other client without further confirmation from you.
Should an actual or anticipated conflict of interest arise during the Engagement, we may be obliged to terminate the Engagement with you but reserve the right to continue to advise one of the clients involved subject to any legal or professional restrictions. We will not be liable to you for any losses arising from a termination of the Engagement in such circumstances.
We are under a professional duty to keep your documents and information acquired during an Engagement confidential and will not disclose them to any third party without your consent. You agree that we may disclose your information where we are subject to a legal or professional obligation to do so, including to our professional indemnity insurers. You agree that we are not under any obligation to disclose to you or use for your benefit any documents or information in respect of which we owe a duty of confidentiality to any other party.
- 7. Money Laundering and Terrorist Financing
David Coles is our designated Money Laundering Officer (MLRO). Any concerns about such matters should be addressed to him at our offices.
We are subject to money laundering and terrorist financing legislation. Consequently, we are required to obtain evidence to verify your identity before accepting new instructions from you. We reserve the right to charge you for any time or costs we incur and which we deem necessary to verify your identity or otherwise comply with such legislation. If we do not receive evidence of your identity satisfactory to us, we will not be able to act or continue to act on your behalf and will be obliged to terminate the Engagement. Our professional duty to keep your affairs confidential is subject to the statutory exception which obliges us, in certain circumstances (and with criminal penalties for any failure), to report to the relevant authorities any knowledge or suspicion of criminal activity, or involvement in money laundering or criminal property or terrorist financing by a client or third party arising during the course of our professional work. We may also be obliged to make such reports without reference to you, or without your consent, as it is also an offence to “tip-off” any party or any other third party suspected of money laundering. In certain cases we may also be obliged to cease acting for you temporarily or to terminate the Engagement, without being able to explain why.
Finally, under the money laundering legislation, we are obliged to keep our records, including financial records, on each Engagement, and we will keep these records for a period of at least six years from cessation of any instructions.
- 8. Communications
Unless instructed otherwise in writing, we may correspond with you and third parties by internet e-mail or other electronic means. We cannot, however, guarantee that transmissions will be delivered or received in a timely manner or at all, reliably, securely, error free, virus free or free from interception.
You accept these risks and hazards of electronic communications and agree that we will have no liability for any loss or damage caused by the use of electronic communications. You consent to our intercepting and monitoring communications between you and any individuals within the firm, in order to ensure compliance with our internal rules or with applicable legal requirements and to investigate matters brought to our attention.
- 9. Fees
You agree to pay our fees and disbursements as set out in our bills.
Our Engagement letter will confirm to you the fees and disbursements payable by you in this matter.
Our fees are estimated to reflect the anticipated time and work involved in your case.
Our current charge out rate are fixed according to the nature of your instruction and in addition to this VAT is payable at the applicable rate.
You may be eligible to have your fees paid;
- Under a public Funding Scheme
- Under a Legal Expense policy (BTE Policy)
- Third party Funding.
- Under a Conditional Funding Agreement. (CFA) ( No win – no fee OR no win – low fee)
We will charge fees for all of our time spent on the Engagement, including but not limited to, time spent attending meetings, travelling, reviewing and preparing papers, carrying out legal research, corresponding with you and with third parties, supervising and managing the team deployed on your Engagement and making and receiving telephone calls. Unless otherwise agreed, our time is recorded and charged in six minute units.
Disbursements and expenses are recharged to you at a rate appropriate to cover their cost and administration and in addition to our fees, except where separate agreement has been reached. These include but are not limited to third party expenses incurred by us on your behalf such as Court fees, fees of experts, barristers and external advocates, courier costs, search fees, stamp duty and overseas lawyers’ fees. No separate charge is made for secretarial time, other than overtime. We will recharge travel costs, accommodation, communications and subsistence costs when travelling away from our offices in connection with the Engagement.
Where disbursements will be substantial, we may request that money is paid to us on account of those costs before we incur them, or arrange for the costs to be paid directly by you. Any estimate, quote, fee, disbursement or other cost is stated exclusive of VAT or other taxes or duties which we might be obliged to charge. Where we are obliged to charge VAT, goods and services tax, sales tax or other such taxes or duties to you, we will add the relevant tax to our fees and disbursements, at the rate from time to time in force in the jurisdiction concerned. We will render our bills to you on the basis set out in the Engagement Letter. These will constitute final bills for work done during the relevant period, and are payable within 7 days of issue of the bill. If you wish to query any element of the bill you must do so immediately with the matter partner. That part of our bill which is not subject to query should be paid within 7 days of issue of the bill.
If our bill remains unpaid after 7 days you agree that we shall be entitled:
• to charge interest on overdue amounts at the legal rate for late payments where there is one, or 3% above the base rate from time to time of Lloyds TSB banking Group where there is no legal rate;
• to apply any of your funds in our client accounts (which are not held by us for a specific purpose) towards the payment of any unpaid bills in respect of this Engagement or any other Engagement between you and us at our discretion; and
• to terminate the Engagement.
If we or you terminate the Engagement for whatever reason, you will pay our outstanding fees and incurred disbursements, including those not yet billed as at the date of termination, together with any additional fees and
Disbursements reasonably incurred arising from the termination of the Engagement.
- 10. File Destruction Policy
We keep files relevant to the Engagement for six years from the date of our final bill, having removed and destroyed any documents which in our professional opinion are superfluous to the records of the Engagement.
We reserve the right to store files and property related to your Engagement with a third party whose security arrangements are in our view appropriate.
If you would like the files or property relevant to the Engagement to be delivered to you or kept by us for a longer period, please let us know.
If we receive a request from you within six years from the date of our final bill, we shall return to you any retained documents or property to which you are entitled, subject to any legal obligations which require us to retain those documents. You agree that we will be entitled to charge you for retrieving from storage and identifying and selecting any documents and property from your files as requested by you together with the cost and administration of delivering your documents and property to you or a third party. If we do not receive a request from you for the return of your documents and property within six years from conclusion of the Engagement, we reserve the right to destroy your documents and property without further reference to you.
- 11. Rights of action
You acknowledge and agree that in relation to the Engagement, your relationship in contract and tort is solely and exclusively with Hornby Baker Jones & Wood Law LLP.
- 12. Liability for information relied on by us
We will not be liable if any Loss which is due to the provision of false, misleading or incomplete information or documents (save where we should reasonably have discovered the false, misleading or incomplete information or documents)
- 13. Other parties
We do not accept any liability for the advice or other services provided by experts or service providers instructed by us on your behalf in connection with the Engagement. We neither owe nor 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 the Engagement. No person other than the parties to the Engagement Letter and their respective successors and assignees, shall have any right to enforce any of the provisions of the Terms of Business or the Engagement Letter, except to the extent expressly provided in the Terms of Business or the Engagement Letter.
- 14. Intellectual Property Rights
We will own copyright in any document prepared by us during the course of carrying out the Engagement. We grant you a non-exclusive royalty-free licence to use any document within your organisation for the purpose for which it is provided, subject to any confidentiality restrictions indicated. We expect to apply the benefit of our past experience in acting for our clients. Therefore, subject always to our obligations of confidentiality to you and to any express requirement to the contrary, we may refer to, use or develop documents or parts of documents, ideas, techniques, concepts, methodologies or processes prepared by us or by other advisers in the context of the Engagement, when advising, preparing documents for, or giving advice to another client, or marketing or know-how. We may keep such documents in a confidential database.
- 15. Data Protection Laws
David Coles is our Date Protection Act designated officer. Any concerns regarding such matter should be address to him at our offices.
During and after the Engagement we may process on your behalf any personal data you have provided to us. Subject as provided below, any such processing shall be in accordance with, and subject to, your instructions except as described below. We will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to us against unauthorised or unlawful processing, accidental loss, destruction or damage, including when we sub-contract any processing (for example, in the case of external storage of data).
Your instructions are taken to include the use by us, where appropriate, of independent contractors appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
We may share personal data with other legal or professional advisers used by us to provide you with legal services. We and/or our independent contractors may from time to time process as a data controller and use the contact details you and your representatives have provided to us to send invitations, marketing materials, legal updates or other publications that we feel may be of interest and to organise associated events as well as business meetings.
By accepting these Terms of Business you give positive consent for us to obtain, store and process information about you as described in the preceding paragraphs. You agree that where necessary you will have obtained any appropriate consent from individuals, in connection with the above-described categories of processing, before providing us with personal data. It is also a term of the Engagement that any personal data supplied by us to you about our employees and/or any third parties may only be used for the express purposes for which that information is provided to you.
- 16. Merger
If we transfer all or substantially all of our business to another firm (“Successor Entity”), our Engagement with you shall not automatically terminate by reason of such transfer. You agree that the Successor Entity is automatically appointed by you so that continuity of service can be provided to you. Both the Successor Entity and you may rely on the Engagement Letter and these Terms of Business as setting out the continuing terms of the Engagement. If such transfer requires some formal action by you then you will take such steps as are necessary to enable continuity of our services. Subject to the above paragraph, you will not have the right to assign or transfer the benefit or burden of the Engagement without our written consent.
- 17. Termination
You may terminate the Engagement by giving us notice in writing at any time.
In addition to the circumstances set out above, we may cease acting for you and terminate the Engagement, but only when entitled to do so under our professional rules and after reasonable notice has been given to you in writing. Whether the termination of the Engagement is by you or by us, we shall be entitled to retain your documents relating to the Engagement until all our fees and disbursements relating to the Engagement have been paid.
In addition if your instruction in accordance with the Engagement has arisen without us meeting you in person then the Consumer Protection (Distance Selling) Regulations will apply. In such circumstances you have the right to cancel your instruction to us within 7 days of receiving this letter.
You may cancel your Engagement by Royal Mail letter or fax.
Once we have started work pursuant to the engagement you may be charged if you then cancel your instructions.
- 18. Regulation & Limitation of Liability
Hornby Baker Jones & Wood Law LLP maintains professional indemnity insurance cover in accordance with applicable regulatory requirements.
Our liability to you for breach of your instructions shall be limited to £3 million unless we expressly state a higher amount in the Engagement letter.
We can only limit our liability so far as the Law so allows. In particular we cannot limit our liability for death or personal injury.
Your rights in respect of any breach on our part of this retainer shall only be enforceable if notice in writing, giving all the material details of any claims shall have been given to us before the second anniversary of the date of this letter.
- 19. Provision of Service Regulations 2009
We comply with the above Regulations by displaying the required details of our professional Indemnity Insurance in each of our offices.
- 20. Force Majeure
We shall not be liable to you if we are unable to perform our services in relation to the Engagement as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify you as soon as possible.
- 21. Severability
Each clause and sub-clause of these Terms of Business shall be independently interpreted and enforceable. If any clause or sub-clause of the Terms of Business or provision in the Engagement Letter is declared void, illegal or otherwise unenforceable, the remainder shall survive unaffected.
- 22. Waiver
No delay by you or us in enforcing any terms of this agreement will affect or limit your or our rights under this agreement. Any waiver by you or us of any breach of this agreement shall not be deemed a waiver of any other prior or subsequent breach of this agreement. Any waiver of any contractual claim or right must be made in writing to be effective.
- 23. Governing Law and Jurisdiction
Any contractual or non-contractual obligations arising from or connected with this Engagement shall be governed by, and this agreement shall be construed in accordance with, the law of England & Wales and shall be before the Newport Civil & Family County Court.
- 24. Resolving problems
We are confident that we will provide you with a high quality service but should you have any queries or concerns regarding our service please contact the partner identified in the Engagement Letter immediately. The Partner with overall responsibility for Regulation and client care is Nathan J Hennah.
- 25. Publicity
Save for those jurisdictions where specific consent is required, unless you expressly tell us otherwise, you agree that we may make general reference to our representation of you from time to time in marketing and related materials. You agree that we may also disclose to third parties that we are acting or have acted for you on a matter if information about that matter is in the public domain or if you specifically consent to such disclosure. This may include providing information to legal directories, who may wish to contact you for your opinion on our services and, in the absence of objections, we assume this is acceptable.
- 26. Financial Services
We are not authorised by the Financial Services Authority.
We are permitted to provide certain limited investment advice where such advice is closely linked to the legal work we are doing for you. We are Members of the Law Society for England & Wales which is a designated body for the purposes of the Financial Services & Markets Act 2000.
If while acting for you, you need advice on investments, we may refer you to someone who is authorised to provide necessary advice. In such circumstances we shall not be liable for any advice received/made and shall assume that you have decided to negotiate and enter into such transaction solely on the basis of your own evaluation of the same and the advice from the authorised person.
This retainer does not and will not include giving you advice on the merits of entering into any transaction in investments or otherwise.