Terms of Business

Our terms of business are set out below. Please read them carefully, and ask us if there is anything in them which you do not understand.

Scope of Work

The scope of work will be as set out in the relevant engagement letter sent to you by us ("Engagement Letter") or (in the absence of an applicable Engagement Letter) as we may otherwise have agreed with you.

Unless we expressly agree otherwise in an Engagement Letter, our responsibilities do not include tax advice of any kind, nor do they include monitoring or reminding you of warranty periods or other notice periods. Unless we expressly agree in writing otherwise, we shall not advise, or be under any duty to advise, you on the commercial implications of any matter or transaction with which you are involved.

The terms of the Engagement Letter override these terms of business to the extent of any inconsistency.

Personnel

The following categories of lawyer may be used to carry out your work:

• Partner
  
• Consultant
  
• Assistant solicitor
  
• Fellow of The Institute of Legal Executives
  
• Trainee solicitor
  
• Paralegal

It is the firm of Forsters LLP as a whole ("the Firm"), rather than any individual lawyer, that has responsibility for providing services to you. We aim to avoid changing the people who are handling your work but if this cannot be avoided we will try to notify you of any change as soon as possible.

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").

Unless otherwise agreed our charges are calculated on the basis of hourly rates, applied to the time spent by lawyers working on the matter. This will include drafting documents, advising, reporting, dealing with correspondence, telephone calls, preparing for and attending meetings and notes of those meetings, drafting instructions to Counsel, reading papers, researching the law, attending Court and travelling. The rates depend on the seniority and specialised knowledge of the lawyers concerned. Details of the rates will either be included in the Engagement Letter or provided on request. Rates for individual lawyers normally increase annually.

The hourly rates cover most of our overheads (including routine secretarial services, postage, and voice telephone within the UK). In addition to fees for legal work, we also charge fees for certain support services, including photocopying and printing (unless contracted out), fax, and international telephone services. Unless otherwise agreed these fees are charged at our standard rates from time to time, details of which are available on request.

For some types of work (typically some property transactions where the time which will be spent can be predicted with some accuracy) 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 endeavour to provide you with the best information possible on the question of costs. We will provide:

• a realistic estimate; or
  
• give a forecast within a possible range of costs; or
  
• explain to you the reasons why it is not possible to fix, or give a realistic estimate or forecast of, the overall fees and expenses, and give instead the best information possible about the cost of the next stage of the matter.

If you wish, you may set an upper limit on our unbilled fees for which you may be liable without further authority. We would then 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.

In litigation, when acting for overseas clients, and in and some other matters, we usually seek a payment on account of our charges from clients before commencing work and, if necessary, at intervals during the course of the matter. This money will be paid into our Client Account, and will not be withdrawn until we deliver a bill to you, or we incur disbursements on your behalf, when it will be applied in settlement. Requests for such payments do not constitute an agreed fee or estimate, but merely a payment on account of costs.

Expenses

Our bills will include 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. They may include Counsel's fees, expert's fees, court fees, Land Registry fees, Local Authority and Companies House search fees, Lexis search fees, translation and transcription fees and contracted out photocopying. We will try to obtain your prior approval before incurring liability for substantial expenses but this may not always be practicable. We reserve the right to ask you to put us in funds before we incur any reimbursable expense or series of expenses exceeding £250 in total.

Termination

We reserve the right to suspend or terminate our retainer if a payment on account is not made within a reasonable time of being requested. If a final bill is not settled in accordance with these terms and conditions where we are acting for you on more than one matter, we reserve the right to suspend or terminate our retainer in relation to all current matters. We may also suspend or terminate our retainer if a bill is overdue from you or anyone connected with you under any other retainer. "Connected" in these terms of business means a person or company controlled by, controlling or under common control with you. Otherwise we will not terminate our retainer without your consent.

You may end our retainer before the work is concluded, but if you do so otherwise than for our default you agree to pay us a termination fee equal to 30% of our agreed or estimated fees for work we have not yet done, plus our fees at the relevant rates for the work already done. For a fixed fee retainer, the termination fee is our standard time charge for work already done plus 30% of the balance of the fixed fee.

Value Added Tax

We will add VAT to our charge and to certain disbursements at the rate that applies when the work is done.

Billing

We will usually send you an interim bill for our charges and expenses at the end of each month/quarter as appropriate whilst the work is in progress. These will be bills on account, not final bills. We will send you a final bill after completion of the work.

In relation to property transactions and certain other transactions, it is more usual to send you a bill for our charges and expenses after exchange of contracts and / or immediately before completion. Payment of the bill is due after completion unless earlier staged payments have been agreed. If sufficient funds are available on completion and we have sent you a bill we will usually deduct our charges from the funds.

In other cases payment is due to us upon your receipt of the bill, or on such other date as we may have agreed.

If you do not pay any bill by the due date, we reserve the right to charge interest on it (payable on demand) at a rate equivalent to the interest on judgment debts on a daily basis from the date of your receipt of the bill until the receipt of all monies owed. If you have a query about the bill you should immediately contact the partner handling the matter or the firm's head of finance, who at the date of these terms and conditions is Douglas van Zijl.

Recovery of Legal Charges from Third Parties and Payment of Third Party Charges

Even if successful in litigation, you can only expect to recover a proportion of the charges you pay us from your opponent. In fact, your opponent may not be ordered to pay or may not be capable of paying the full amount of your costs. If your opponent is legally aided you may not recover costs, even if you are successful.

You will remain liable to pay our charges in full even though a court has ordered that they should be reimbursed by a third party.

In the event of unsuccessful litigation you should be aware that you will be responsible not only for your own costs but, in all probability, for those of your opponent.

In some non-contentious matters (primarily in property transactions) you may be liable for the payment of the costs of a third party. We will, where appropriate, obtain a firm figure for or agree a cap to a third party's costs.

You should also consider whether your liability for costs (both ours and those of another party) may be covered by another person or body, for e.g. an employer or trade union.

We may be instructed on a transaction by the shareholders or directors of a company which is to be formed or acquired off the shelf for the purposes of that transaction. If the transaction does not proceed, we shall be entitled to look to the shareholders or directors concerned for our charges.

Legal Expenses Insurance

In addition to policies specifically designed to provide this cover, some household insurance policies and motor insurance policies provide limited cover for legal expenses. You should check your insurance policy and inform us immediately if you believe that you may be covered. It is also vital that you notify your insurers promptly if you believe that you will be making a claim.

If insurance cover exists, you will be primarily liable to us for our charges, although we will assist you in obtaining reimbursement from your insurers.

You should also consider whether your liability for another party's costs may be covered by insurance.

Electronic Mail (e-mail)

Despite the inherent insecurity of e-mail, many of our clients expect to communicate with us in this way. If you do not wish email to be used as a method of communication in matters upon which you have instructed us, please let us know. Otherwise we will use e-mail where we consider it appropriate to do so. We do not accept liability for any loss occasioned by the use of e-mail. Please note that it is our policy to retain hard copies of e-mails, both sent and received.

Storage of Papers and Documents

After completing your work, we are entitled to keep all your papers and documents while there is money owing to us for our charges. We will normally keep our file of papers (except for any of your papers which you ask to be returned to you) for at least 6 years. We keep the file on the understanding that we have the authority to destroy it 6 years after the date of the final bill we send you on the matter in question. We will not destroy documents you ask us to keep here in safe custody. We reserve the right to charge you for storage if we retain your files and documents here, although it is not our usual practice to do so.

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, including any 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.

Complaints and Suggestions

We are confident of providing a service of high quality in all respects. If, however, you have any grounds for dissatisfaction with our work for you, please raise the matter in the first instance with the partner responsible, who will investigate it and respond as soon as practicable – in any event within six weeks. If that does not resolve the problem to your satisfaction, or you would prefer not to speak to the partner responsible, then please contact the Firm's client care partner, who at the date of these terms and conditions is the senior partner Guy Jordan. He will respond within six weeks. If for any reason we are unable to resolve the problem between us, then we are regulated by the Solicitors Regulation Authority which also provides a complaints and redress scheme.

All solicitors must seek to resolve any problems arising with their services. If you find cause for concern we would very much like to know about it straight away. We value your business and are always aiming to improve. If you have any suggestions as to how we could do better, we hope you will let us know.

Money Laundering

All solicitors must comply with the provisions of the Money Laundering Regulations 2003 and the Proceeds of Crime Act 2002. The Firm operates appropriate procedures to combat money laundering and is required to establish the identity of all its clients. Failure to do so would be a criminal offence. We are sure you will appreciate the need for these procedures.

In certain circumstances, the Firm may be required to disclose otherwise confidential information about your affairs to the National Criminal Intelligence Service. By instructing the Firm, you expressly consent to our complying with our statutory obligations in relation to the prevention and detection of money laundering.

Financial Services Authority (FSA) Requirements

We are 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 arrangements 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 Web site at: www.fsa.gov.uk/register.

If during our work for you you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority, as we are not. However, as we are regulated by the Solicitors Regulation Authority, we may be able to provide certain limited investment services where these are closely linked to the legal work we are doing for you.

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.

Variation

Only a partner may vary these terms of business or the terms of any Engagement Letter. Agreement on fees or any other matter which under these terms of business may be subject to agreement must be given by a partner.

The Firm's Status

Forsters LLP is a limited liability partnership established under English law registered with No. OC306185.

References in these terms of business or in any Engagement Letter to a "partner" mean a member of Forsters LLP.

General

Unless otherwise agreed, these terms of business apply to any future instructions you give us.

Your continuing instructions will amount to your acceptance of these terms and conditions of business.