Standard terms and conditions of business

These are our Terms and Conditions of Business to which you will be subject when instructing us to act for you. The fees quoted (if any) in accompanying correspondence and the dispute resolution addendum (where applicable) shall be deemed to be incorporated herein. Where we are instructed by two or more individuals your obligations and liabilities towards us will be joint and several.

If you instruct us on behalf of a company, partnership or other entity (whether already formed or to be formed in due course), and our bill is addressed to that entity you will be personally responsible for payment of our charges, disbursements and VAT as principal if that entity does not pay us promptly.

Authority and instructions

1.1 We will take note of your instructions and endeavour to comply with them whenever we can but subject to our overriding statutory common law and professional obligations. We are officers of the court and as such have duties and responsibilities to the court that can override or conflict with a client's instructions on rare occasions. You may at any time authorise us in writing to act on instructions from a third party on your behalf but at your risk.

1.2. Where two or more of you have instructed us jointly it is on the basis that either or any of you alone has authority to give us instructions on behalf of the others unless you give us prior written instructions to the contrary.

1.3. We will only act on your behalf in a matter if we are retained exclusively by you on that particular matter. You are free to instruct other solicitors on other matters if you wish.

Responsibility

2.1 The person responsible for the day-to-day conduct of your matters is named in the client care letter that either accompanies these Terms and Conditions or makes reference to them

2.2 In the absence of the person mentioned in paragraph 2.1, or if the nature or complexity of a matter so requires, we may recommend that aspects of the matter be dealt with by other fee earners of this firm who have expert knowledge in the area concerned.

2.3 The partner responsible for overall supervision of your matters is named in the client care letter that is either associated with these Terms and Conditions or makes reference to them

2.3.1 Where there is more than one fee earner involved in your case, they will often work as a team. This means that, for example, more than one fee earner at a time may attend meetings on your behalf; not to duplicate work but because those fee earners have different functions, skills and responsibilities.

2.3.2 We aim to offer our clients a prompt, efficient and friendly service. During the course of a matter, if there is any aspect about which you are concerned or on which you require clarification, then please raise it with the person who is handling the matter with a view to the issue being resolved quickly. If you remain concerned, or we cannot agree an appropriate course of action, then your complaint will be referred to the firm's client care partner, Peter Bridson, who will contact you and attempt to resolve the matter to your satisfaction.

The firm has a written Complaints Procedure document, which is available on request from Peter Bridson and which will be sent to you should you make a complaint. Your right to complain might relate to the way in which your matter is being handled, or concern a bill that we issue. In the case of a complaint about a bill you may also have the right to object to the bill by applying to the court for an assessment of the bill under Part 111 of the Solicitors Act 1974. However, please note that if all or any part of a bill remains unpaid we may be entitled to charge interest – such entitlement is set out in paragraph 3.11 below and/or on the reverse side of the bill.

If you still remain dissatisfied with how your complaint has been handled and the decision on it, we will write to you confirming our final position on your complaint and explaining why we consider our handling of it, and our decision (and the result of any review), were reasonable. If you remain dissatisfied at the end of our complaints process, you would then be at liberty to contact the Legal Ombudsman whose address is PO Box 15870, Birmingham, B30 9EB. Their telephone number is 0300 555 0333. Their email address is enquiries@legalombudsman.org.uk. Their website is at www.legalombudsman.org.uk. That organisation is the statutory body to whom you may refer your complaint, once we have concluded our professional obligation to try to resolve it. The time limits for you to make a complaint to the Legal Ombudsman are one year from your becoming aware of your right to complain and six months from our final response to the complaint.

Our Charges

3.1 We may either quote you a fee which, if applicable, will be stated in the associated client care letter. This will only increase in exceptional cases where the matter has elements to it that were not as described at the outset or where unexpected matters have arisen, or, alternatively, we will endeavour to give you an indication of the likely cost of the matter on which you have instructed us based on an hourly rate, sometimes incorporating a value based element as described in paragraph 3.2 below.

3.2 In some matters we will charge more than our hourly rate to reflect either specialist knowledge, complexity or high value transactions, urgency or other non-standard situations when we will build in a value element (i.e. "uplift") to our charges. Charges on this basis will always be confirmed to you in writing in advance. Where transactions abort we shall charge you for the actual time we have spent until then.

3.3 Time is charged in units of 6 minutes, so that any item of work which takes 6 minutes or less will be charged as one chargeable unit. We add an administration charge to each bill of between 4% and 6% (plus VAT) at our discretion of the total amount of our professional charges as a contribution to the cost of postage, telephone calls, printing and photocopying. Delivery charges, binding of documents, external printing and copying charges, bank telegraphic transfer fees and courier deliveries are all charged separately at cost. Disbursements (sums we pay to third parties on your behalf) plus VAT, where appropriate, are also added to each bill.

3.4 The hourly charge-out rates currently applicable for all relevant fee earners are shown in the associated client care letter. Our charge-out rates are increased from time to time and we will notify you in advance of increases when they are announced. You may instruct us not to incur costs above a set limit without reference to you.

3.5 As solicitors we retain a lien over a client's file and upon any monies held in our client account or any deposit account pending discharge of our fees, subject to any applicable rules and regulations imposed by the Solicitors Regulation Authority.

3.6 We may ask you to pay us a sum of money on account of either our charges or disbursements to be incurred for which full credit will be given in our final bill. If you do not pay us monies when requested to do so or if you do not pay our invoices in full within 30 days of delivery we reserve the right to discontinue acting on your behalf and to withdraw our services.

3.7 You may pay our invoice by cheque or by telegraphic transfer. We also accept credit card payments, but if you choose to pay by this method, you will incur a surcharge of 2% plus VAT for payments made by Visa or Mastercard or 3.5% plus VAT for payments made by American Express.

3.8 The cost of standard length telephone calls (national and international) is not usually charged separately but is included in the administration charge in paragraph 3.3, but where there is exceptional use of international calls or faxes these will be logged and a separate charge made for the actual cost. Photocopying is charged on a similar basis and the cost recovered in paragraph 3.3 save for those items copied externally which are separately charged for.

3.9 We may invoice you monthly or on an interim basis for the cost of time spent plus disbursements and VAT incurred for the work specified on each such invoice.

3.10 We may at any time as a pre-condition to our undertaking work on your behalf require you:

3.10.1 to discharge all or part of any sums outstanding to us under any of our invoices relating to any matters being handled on your behalf and/or

3.10.2 to pay to us by immediate bank transfer an amount generally on account of costs or disbursements or to enable us to give a professional undertaking on your behalf (in accordance with your instructions) to pay sums to a third party

and if we do not receive any such payment from you within 14 days after requesting it, we may immediately regard our retainer as terminated by you and we shall be entitled to decline to undertake any further work on your behalf from that date.

3.11 Our invoices are payable on presentation. If they are not paid within 15 days we will charge interest on all sums then outstanding until the date of payment at 3% above Barclays Bank plc base rate (or equivalent) or 5% p.a., whichever is the higher.

3.12 Our invoices are issued subject to the terms stated on their reverse, which are deemed incorporated in our Terms and Conditions of Business. Your attention is drawn to the notice printed on our invoices as to your rights if you feel that the fees charged are excessive.

3.13 You agree that where we hold funds for your credit in our client account we shall on the delivery of an invoice utilise those funds (to the extent of such funds) in settlement of that invoice including disbursements shown thereon which have been paid or are to be paid or any other monies or sums due to us that are outstanding.

3.14 We will address our invoices to you. If you request us to invoice a third party we may do so at our discretion but the invoice will still be addressed to you but marked "payable by another" who may not be able to recover VAT as you are the party chargeable. However, you will remain personally liable for our fees if that party fails to discharge them within 30 days following delivery of the invoice.

3.15 If you believe that a third party (such as an insurance company) may cover all or some of our costs then you must tell us at the outset and we may at our discretion agree to make enquiry on your behalf. It is always your personal responsibility to pay our costs whether or not you have the right to reclaim them later from someone else.

3.16 If you are unhappy about an invoice that we render to you, you are entitled to complain about it in accordance with our complaints procedure referred to in Condition 2.3.2 above.

VAT

4. In addition to the hourly charges mentioned in paragraph 3 we will charge Value Added Tax (VAT) on our fees and certain disbursements unless any of the European Union or other applicable conventions enable this to be alleviated. VAT is always chargeable on transactions involving land in the UK. There are certain exemptions and exceptions which we will discuss with you if they apply.

Dispute Resolution

5. If we are acting on your behalf in connection with any dispute resolution matters you will be subject to certain obligations and restrictions in relation to the preservation of documents. We will supply you with a separate list of these matters that shall be deemed to be incorporated within these Terms and Conditions.

Financial services

6.1 We do not generally advise clients in relation to any particular investments or carry on any other activity constituting discrete investment business under the Solicitors' Financial Services (SCOPE) Rules 2001. If we do undertake this type of work for you, we may ask you to enter into a separate letter of agreement in accordance with the Solicitors' Financial Services (SCOPE) Rules 2001 or any other similar regulations from time to time in force.

6.2 This firm is not authorised by the Financial Services Authority. However, we are included on the Register maintained by the Financial Services Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangement for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The Register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register

Taxes

7. In relation to monies due to you which are received by or through this firm, you undertake to indemnify us for any liability we may incur under the tax laws of any territory which require us to withhold tax or render us liable to account to any authority for tax (including penalties, fines and interest) on monies due to you (whether or not our liability arises from a default in payment of tax on your part).

Taxation

8. Unless you have expressly instructed us in writing to advise on the taxation aspects of a transaction we shall not do so and our retainer will not include an obligation to consider such matters and your instructions are accepted on that basis.

Money Laundering Precautions

9.1 Proof of Identity - The law requires solicitors as well as banks, building societies and others to obtain satisfactory evidence of the identity of their clients. We would be grateful, therefore, if you would provide us with sight of either of the following original documents:

• your current passport or
• your current photocard driving licence
• and in addition an item of evidence to prove your address, such as a recent utility bill, recent council tax demand or bank statement

If you cannot provide such evidence please tell us and we will advise what alternative evidence may be acceptable.

Please do not send us any funds until the identification procedures have been carried out.

We may use electronic identification service providers to confirm your identity and that of any beneficial owners. It is a condition of our retainer that you consent to us doing so, on your behalf and on behalf of beneficial owners.

9.2 Confidentiality - Solicitors are under a professional and legal obligation to keep the affairs of clients confidential. This obligation, however, is subject to a statutory exception. Legislation on money laundering and terrorist financing places solicitors under a legal duty in certain circumstances to disclose information to the Serious Organised Crime Agency. Where a solicitor knows or suspects that a transaction on behalf of a client involves money laundering the solicitor may be required by law to make a money laundering disclosure. If that happens, we may not be able to inform you that a disclosure has been made or of the reasons for it because the law prevents "tipping off".

9.3 Cash - Please note that in compliance with UK Money Laundering Regulations we will not normally accept payment in cash and, in any event, will never accept a payment in cash exceeding £1,000.00 in any one calendar month.

Your file and deeds

10.1 We will normally keep your file of papers after conclusion of the transaction for a period of up to 7 years, but reserve our right to destroy it at any time after 6 years in the absence of any written request from you not to do so. We may store deeds on your behalf but will levy a charge for so doing. Currently it is £35.00 per box per year or part thereof. We do not accept any liability for any loss directly or indirectly caused or contributed to or arising from our failure or inability to produce your file or any of its contents at any time after the matter is concluded or your deeds at any time and your files and deeds will only be stored by us on this basis. If you do not agree with this, you should write to us and request your files and deeds to be made available for your collection, in which event we will require you to undertake with us to hold your file and deeds safely and to produce them to us on demand for a period of at least 6 years.

10.2 If at any time after completion of a matter you ask us to retrieve your file of papers from storage, we shall charge you an administrative fee and a fee based on the time spent by any fee earner in reviewing the file to supply any documents or information that you have requested.

10.3 Nothing in this paragraph 10 affects our right, as solicitors, to a lien over a file and any deeds in our possession pending discharge of our fees, subject to solicitors' professional conduct rules.

Computer Compliance and Email Communication

11.1 We do not accept liability for any loss directly or indirectly caused by, or contributed to, or arising from the failure or inability of any of your equipment or any computer generated program to recognise or correctly interpret or process any date or data as the true or correct date or data.

11.2 We can correspond with you and others on your behalf by email. However, the use of email is not secure and may result in someone other than the intended addressee becoming aware of its contents. Unless you instruct us otherwise, we will treat your acceptance of these terms as your consent for us to correspond with you or others on your behalf by email. You acknowledge that there is potential risk and you agree that where our emails are properly addressed we shall have no liability for any costs claims loss or damages whatsoever arising as described above.

Contracts (Rights of Third Parties) Act 1999

12.1 Unless the right of enforcement is expressly granted, it is not intended that a third party should have the right to enforce a provision of these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999.

12.2 The parties to these Terms and Conditions may rescind or vary them without the consent of a third party to whom an express right to enforce any of the Terms and Conditions may have been provided.

Publicity

13. We are bound not to disclose confidential information received from you whilst acting as your solicitors. However, we may consider it appropriate to seek publicity on our involvement with this transaction rather than the details of the transaction itself. By accepting these Terms and Conditions you give your consent to such publicity other than where the material includes details that could be harmful and which are not already a matter of public record.

Data Protection Act

14.1 Your name, address and other details which you give to us will be stored by us on computer to enable us to deal efficiently with your case and to communicate with you.

14.2 We may use the information we have on computer to communicate other matters to you which we think may be of interest or importance or we may direct third party correspondence to you in this regard. If you do not wish us to do so please notify us when responding.

14.3 If this firm merges or is acquired by another entity then the information which we have about you on computer will be supplied to that entity. This is standard practice in such situations but we are obliged to notify you and your signature to these Terms and Conditions will be deemed your agreement that we may disclose such information.

Liability

15.1 We currently carry Professional Indemnity Insurance in the sum of Ten Million Pounds (£10,000,000.00) including that which we are required to have by the Solicitors Regulation Authority.

15.2 By instructing us, you agree that the amount that we shall be liable to pay to you, in total, on any claim or linked series of claims shall not exceed the sum of £10,000,000. If you do not consider this amount adequate and require a higher limit of indemnity, we may be able to purchase additional cover from our insurers, but this will be at an additional cost payable by you. If this is what you require you should notify us immediately in writing.

15.3 We bank with Barclays Bank plc and have notified the bank that we deposit monies from multiple clients into a single account. On this basis, each client has Bank of England protection in case of a bank collapse, which is currently £50,000.00 (or such other amount as may be in force from time to time). We will not be liable to any client for any monies lost by virtue of a bank collapse, failure or any similar event, nor will we be liable for any consequential loss arising resulting from an inability to withdraw such funds, other than may be prescribed by law or by the Solicitors Regulation Authority.

Non-Contentious Business Agreement

16.1 These Terms and Conditions constitute our entering into a "non-contentious business agreement" with you made in England and Wales and governed by English law. Our charge out rates will be as set out in our client care letter to you and your right to challenge those rates will be restricted.

16.2 We ask that you sign and return the attached copy of this letter by way of confirmation only, but compliance with this formality will not affect the legality of this non-contentious business agreement which shall be deemed to be in place 48 hours after we have sent these Terms and Conditions to you, or in reliance upon these Terms and Conditions have commenced work on matters in accordance with your instructions (whichever is the sooner).

16.3 In the event of any conflict between the provisions of these Terms and Conditions and the terms and conditions contained in the associated client care letter, the provisions of the client care letter will prevail.