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Our Business Relationship
1. Introduction
These are the general terms which will apply to the services provided to you by Muckle LLP ("we" or "us"). When you instruct us to advise you on a new matter we will normally send you a letter (an "Engagement Letter") confirming your instructions.
The terms of that letter (if any) and these terms of business will together form the contract between you and Muckle LLP (the "Engagement Contract") for that matter.
2. Our services
2.1 Scope of our services
The services we provide for any matter will be described in the Engagement Letter or will otherwise be agreed between us before we begin to act. The services may be varied by agreement during the course of the matter. Our services will not include advice on the tax implications of any transaction of course of action.
2.2 Instructions and advice
You may in the context of a particular matter specify the employees from whom we should accept information and instructions and to whom we should give advice. If you do not do so we will assume that any of your employees who contact us, or with whom we are put into contact, are involved to the appropriate extent in the matter.
3. People responsible for your work
3.1 Client relationship partner The first Engagement Letter which we send you will identify the partner with ultimate responsibility for our work for you (your "Client Relationship Partner").
An English limited liability partnership is a body corporate which has "members" and not "partners". Our members have decided they prefer to retain the title of "partner". Therefore, when we refer in these terms of business, or otherwise in the course of your dealings with us, to a "partner" it means that he or she is a member of Muckle LLP.
3.2 Personnel
The Engagement Letter for each matter will identify the person(if different from the Client Relationship Partner) with day to day responsibility for our services. He or she may be assisted by others as the matter progresses.
4. Charges
4.1 Professional fees
Unless we agree some other arrangement with you, our fees will be based principally on the time we spend in working on your matters (including any time spent travelling). Our Engagement Letters outline the current relevant hourly rates for the personnel involved in any matter. From time to time we will review our hourly rates and will notify you in writing of any increased rate applicable to the matter.
In addition to the time spent, our fees may take into account a number of other factors. These include the complexity of the issues, the speed at which action must be taken, the expertise or specialist knowledge which the matter requires and, if appropriate, the value of the property or subject matter involved.
All fees quoted are exclusive of VAT, which will be added where appropriate.
Whether or not a matter proceeds to completion, we will charge you for work done and expenses incurred, unless otherwise agreed.
4.2 Estimate of fees
Where possible we will give you an estimate of the likely overall fees in relation to a matter. If we cannot give you an estimate we will explain the reason why. Unless our Engagement Letter says otherwise, any estimate or quotation of fees does not amount to a promise or agreement that we will perform our services within a fixed time or for a fixed fee.
We will notify you if any estimate of time and/or fees we have given you needs to be revised either because unforeseen additional work becomes necessary or because your requirements or the circumstances have changed.
4.3 Money on account
There may be circumstances when we will ask you for money on account to cover disbursements and third party costs. Where such a pre-payment is required we will notify you accordingly, detailing the reasons for the payment and the amount required.
Where you instruct us to pursue a remedy through a litigation, mediation, arbitration or other dispute resolution process, we will ask you for money on account to cover the anticipated legal costs involved, including our fees, counsel and other third party fees and any applicable court or venue costs.
You acknowledge and agree that our continued involvement in the matter (unless otherwise agreed), will be subject to satisfactory payment on account.
5. Disbursements
We may, on your behalf, pay or incur certain expenses (such as search fees, stamp duty land tax, overseas lawyers' fees, court fees, fees for experts' reports and barristers' fees). You will have to pay those expenses or reimburse us for them in addition to our fees. We also reserve the right to charge for the cost of photocopying, telephone calls in certain circumstances and for the expenses of travel, accommodation and meals while working on your behalf away from the office. VAT is payable on some of these expenses.
6. Billing arrangements and settlement of our accounts
6.1 Timing of bills
Unless otherwise agreed, on long term matters or transactions or on matters or transactions with a high value we will send interim bills for our services and expenses at agreed intervals. We will send a final bill after completion of the work.
6.2 Retainer arrangements
If we have agreed to provide our services to you under a retainer arrangement (for example, if you have subscribed to the Mi Shield service) our fees become immediately payable on the date that the bill for these services is sent to you.
6.3 Third party responsibility
Even if someone else has agreed to pay or is responsible for paying all or part of your legal fees and expenses, we will normally address our bills to you and you will, in any event, be liable to us for those fees and expenses.
6.4 Queries
If you have any queries about a bill, you should contact the person who sent it to you as soon as you receive it.
6.5 Settlement and interest
Each of our bills becomes payable immediately on delivery to you. We reserve the right to charge interest from that date until the date the bill is paid at 2% per annum over Bank of Scotland Plc's base rate from time to time. However, interest will be waived if you pay the bill in full within 30 days of the date of the invoice.
7. Litigation
7.1 Court and Employment Tribunal procedure
If the work which you have asked us to undertake involves proceedings in a court or an employment tribunal it is important that you understand how the courts and tribunals operate. More details are set out in our case guide, a copy of which we will give to you, if appropriate or relevant, and which we would ask you to read carefully.
The courts and tribunals attach great importance to complying with timetables. Sanctions will be imposed on parties and their legal advisers if they fail to keep to timetables set by the court or the tribunal. We will keep you informed of any relevant timetable and the requirements of the relevant rules. However, those rules impose quite onerous obligations on you as a client. We may well have to ask you to attend court hearings and provide information and documents at short notice. You will appreciate that because this is largely outside our control, we cannot be liable to you for any failure of your claim or defence if the reason for that failure is that you are unable to comply with our reasonable requests. Similarly, we will be obliged to look to you to indemnify us against any sanction imposed on us by a court or a tribunal as a result of your inability to comply with such requests.
7.2 Recovery of costs/payment of other party’s costs in Court and Employment Tribunal proceedings
It is important that you understand that you will always remain responsible for paying our bills whether or not you are able to recover part of your costs from the other party. If court or tribunal proceedings are involved, the amount of our costs which you will have to pay is very likely to be greater than the amount you can recover from any other party to the case. There is no guarantee that you will recover any proportion of your costs from the other side.
The costs of any particular hearing may well be assessed by the court as the case progresses and, if that happens, will be payable within 14 days after the court hearing. In tribunal cases costs awards are relatively rare but they can be made in circumstances where a party is held to have acted unreasonably or vexatiously or to have issued a claim or submitted a defence which is misconceived. If costs are not assessed during the course of the proceedings, they will be assessed at the end of the action (if not agreed between the parties).
If your claim is successful it may be possible to recover from the other side some, but very rarely all, of your legal costs. In so doing it may be necessary for us to disclose these terms of engagement to the court and the other side and we reserve the right to do so if we consider it appropriate. Similarly, if you lose or withdraw part or all of your claim then you will generally become liable for the other side’s costs in addition to your own costs and also any damages that have been awarded against you. Courts and tribunals have a discretion as to what costs orders are made and may take into account various factors, including the conduct of the parties before and during proceedings.
If the other party is legally aided, you may not get back any of your costs, even if you win the case. If we are ordered by the court or tribunal to pay any of the other party's costs in circumstances where we are simply following your instructions, then you will also be responsible for those costs.
7.3 Insurance
It is sometimes possible to obtain insurance to cover legal costs and this is something which you should consider and discuss with us as appropriate. In addition, some household or similar insurance policies may sometimes provide cover against legal costs incurred in relation to specific types of claims. You should check all policies which you hold and ask us to assist if you are in any doubt about the position.
7.4 Mi Shield (Employment Practices Insurance)
The following provisions shall only apply where you subscribe to our employment practices insurance product, Mi Shield.
You acknowledge that Mi Shield is an insurance backed product based on acceptance of your Proposal and Referral Form by our nominated insurers, and subject to the terms and limits of indemnity set out in the Certificate of Insurance and insurance terms which detail the things you are insured for, the things you are not insured for, claims conditions, general conditions and definitions, all of which are together referred to as Insurance Terms. In order to benefit fully from Mi Shield you must comply with the Insurance Terms.
If we are required to carry out employment related services for you in accordance with the terms of our Mi Shield product, the costs applicable to those services may be met through our nominated insurers subject to compliance with the Insurance Terms. Where we undertake employment related or other services on your behalf that is not covered by the Mi Shield product, you will be responsible for all costs and expenses associated with those services in accordance with the Engagement Contract.
You are responsible for reading and understanding the exclusions and limitations applicable to the Mi Shield product set out in the Insurance Terms. If you have any questions about the exclusions or any other aspect of the Insurance Terms you should speak to your Client Relationship Partner. Under no circumstances will we be responsible for the payment of any tribunal awards or providing legal representation at tribunal hearings where the insurer refuses to cover the claim or refuses to pay our costs.
8. File and information management
8.1 Format and retention of files
We keep our files partly in paper form and partly in electronic form.
We will retain files relating to your matters for a reasonable period after the matter is closed and may, at the end of that time, dispose of them without notice to you. We will not destroy original signed documents you ask us to deposit in safe custody. A charge may be made for storing documents on your behalf.
8.2 Costs of retrieval of files and documents from storage
If, after a matter is closed, you ask us to retrieve any material belonging to you from the file we will do so without passing on the direct cost of retrieval. However, we may charge you for time spent in complying with your request and, if applicable, for delivery to you of any materials.
8.3 Copyright
Unless we expressly agree otherwise, the copyright in the original materials which we generate for you belongs to us. However, the fee you pay for our work permits you to make use of that material for the purposes for which it was created.
8.4 Our knowledge management system
In common with legal practices we have developed an electronic knowledge management system which is accessible only within Muckle LLP. The data stored in our system comes from a variety of internal and external sources and includes documents, research notes, letters of advice and opinions on points of law and counsel's opinions. This system allows us quickly to draw on relevant expertise and know-how we have gained in previous similar matters so that we can render the best possible and most cost-effective service to our clients. In using the material we are mindful of the duties of confidentiality owed to our clients. We believe that the maintenance of this system is a key resource for the ultimate benefit of all our clients and, unless you expressly ask us not to do so, we may from time to time place on our system material relating to matters on which you instruct us.
9. Termination
9.1 Your right to terminate
You may, by notice in writing, terminate our appointment on any or all matters at any time. We will be entitled to keep your file while there is money owing to us for our fees and expenses on any matter.
9.2 Our right to terminate
We may decide to stop acting for you only with good reason. Such reasons may include (but are not limited to) failing to pay an interim bill, failing to comply with a proper request to pay a reasonable sum on account of our fees and expenses, failing to give clear or proper instructions on how we are to proceed, circumstances in which our continuing to act would be in breach of the law or our rules of professional conduct or if you are a subscriber to Mi Shield that you are in breach of the Insurance Terms. We will, where permitted, give you reasonable notice of any such decision.
9.3 Payment of fees on termination
If you or we decide that we will no longer act for you, you will pay our outstanding fees and expenses including those not yet billed.
10. Communication
10.1 Use of email
We may communicate with you by email, unless you instruct us not to do so.
It is your responsibility to protect your system from viruses and any other harmful code or device. We try to eliminate them from emails and attachments but we accept no liability for any which remain. We may monitor or access any or all emails sent to us.
We scan incoming emails for spam, viruses and other undesirable material. This may mean that communications from you do not reach the intended recipient. If any electronic communication is susceptible to being blocked or you are otherwise concerned that a communication sent by you may not have been received by us, you should contact the person to whom it has been sent.
11. Money laundering legislation
11.1 Notification to SOCA and consent
Under UK money laundering legislation we are required to put in place procedures to help prevent money laundering. If we know or suspect (or have reasonable grounds for suspecting) that a matter or transaction involves money laundering we may, in accordance with our statutory obligations and those procedures, make a notification of our knowledge or suspicions to the Serious Organised Crime Agency ("SOCA").
You should be aware that, depending on the circumstances, we may be precluded from seeking your consent or informing you that we have made a notification.
You agree that we may make any notifications which we consider appropriate to comply with money laundering legislation and our anti-money laundering procedures, provided that we act in good faith. This applies whether or not we are under a legal duty to make the notifications in question.
We may assume, unless or until you advise us to the contrary, that you do not have any knowledge or suspicion that a matter or transaction on which you instruct us involves the proceeds of crime in any jurisdiction.
11.2 Verification requirements
The money laundering legislation and our internal procedures require us to verify the identity of new clients and in some circumstances existing clients, and to conduct other background and ongoing checks. We are required to retain records of the identification obtained. We may also be required to make detailed enquiries as to the source of funds being used in relation to a transaction on which we advise. We refer to these requirements as the "Verification Requirements".
Where possible, we try to meet the Verification Requirements using information from public sources or through electronic verification services. However, we may need you to provide information and documents to us, including, in the case of individuals, original evidence of identity (for example a passport) and of home address (for example a utility bill). Where the client is a corporation or other legal entity, we may need evidence of the identity of directors or other principals, or shareholders.
We may delay commencing work, decline to act or (if appropriate) cease to act if the Verification Requirements are not met to our satisfaction.
We may charge you in the normal way for work which we have to do and for expenses incurred for the purpose of meeting the Verification Requirements.
11.3 Use of client account
Our client account facilities are provided, at our discretion, in order to receive, hold and transfer funds in connection with a matter on which we are acting for you. Any receipts into our client account which are not expected or which do not correspond to the particulars we have been provided may be retained pending further investigation or returned to the sender. Therefore we require advance notice of all receipts and the reasons for them.
12. Exclusions and limitations on our liability
12.1 Proportional liability
There is a risk that we will be prejudiced by any limitation or exclusion of liability which you agree with any other person (for example, another adviser) in connection with a matter on which we are advising you. This is because such a limitation or exclusion of liability might also operate to limit the amount which we could recover from that other person by way of contribution if we were required to pay you more than our proper share of the liability. Accordingly, in order that our position is not adversely affected by any limitation or exclusion of another person's liability, you agree that we will not be liable to you for any amount which we would have been able to recover from that other person by way of indemnity, contribution or otherwise but are unable to recover because you agreed, or are treated as having agreed, with them any limitation or exclusion on their liability.
12.2 Third party liability
If you start proceedings against us for loss or damage and there is another person (for example, another adviser) who is liable (or potentially liable) to you in respect of the same loss or damage, then you will (if we so request) join them into the proceedings. This is subject to any legal prohibition against you joining them in, in that way.
12.3 Liability cap
Unless otherwise agreed with you, our aggregate liability to you in relation to a matter is limited to the lower of the value of the relevant matter or transaction and five million pounds (£5,000,000) (the "Liability Cap"). The Liability Cap will apply to our aggregate liability to you and to all other persons on any basis (including, for example, contract or negligence) for all Losses (defined in paragraph 12.8) arising from or in connection with our services in relation to the relevant matter.
12.4 No contract with or claim against individual employees/partners
You acknowledge that we are a limited liability partnership and that there is no contract between you and any individual employee, consultant or partner of Muckle LLP. Any advice given to you by an employee, consultant or partner is given by that person on behalf of Muckle LLP and that person does not assume any personal responsibility to you for that advice. Accordingly you will not bring any claim against any individual employee, consultant or partner in respect of Losses which you suffer or incur, directly or indirectly, in connection with our services. None of the provisions of this paragraph 12.4 will limit or exclude the liability of Muckle LLP for the acts or omissions of our employees, consultants or partners.
This paragraph 12.4 is intended for the benefit of our employees, consultants and partners. However, an Engagement Contract may be varied or rescinded from time to time without the consent of all or any of those persons.
12.5 No third party reliance
Any advice provided by us is for your benefit alone and is given solely for the purposes of the engagement for which it is sought. It may not, without our written consent, be used or relied upon by third parties.
12.6 Limitation of liability for compliance with money laundering and other legislation
If and to the extent we are liable (whether in contract, negligence or otherwise) for any Losses you may suffer arising from or in connection with actions we take in good faith (whether or not we are under a legal duty to do so) to comply with money laundering legislation or our internal anti-money laundering procedures or any other statutory or regulatory obligations, our liability will not exceed an amount equal to the minimum level of insurance cover required from time to time under the Solicitors' Indemnity Insurance Rules.
12.7 Limitation on exclusions
The exclusions and limitations in this paragraph 12 will not operate to exclude or limit any liability for fraud or reckless disregard of professional obligations. Nor will they exclude or limit any liability in any jurisdiction in which any relevant claim is made if, and to the extent that, liability under the laws or rules of professional conduct in that jurisdiction is not permitted to be excluded or limited.
12.8 Losses
In this paragraph 12, by "Losses" we mean all demands, claims, actions, proceedings, damages, payments, losses (including consequential loss and loss of profit), costs, expenses or other liabilities.
13. Confidentiality and conflicts
13.1 Confidentiality and disclosure
We will not disclose to any other person any confidential information relating to you which we obtain during the course of our engagement, except in the circumstances set out in this paragraph 13. We owe the same duty of confidentiality to all our clients and accordingly you acknowledge that we will not be required to disclose to you, or use on your behalf, any documents or information which are in, or may in the future come into, our possession in respect of which we owe a duty of confidentiality to a former client or another current or future client or to any other person.
You agree to keep confidential and not to disclose to any other person any confidential information relating to us, including (but not limited to), any payment or other details concerning our bank accounts that we may make available to you.
13.2 Disclosure to certain third parties
Our duty to maintain confidential information relating to you or matters on which we are acting for you is subject to any disclosures we in good faith consider we are required to make to any police, governmental, regulatory or supervisory authority in connection with statutory or regulatory obligations (including those described in paragraph 11 (money laundering legislation)) or in accordance with any internal procedures which we have put in place to meet those obligations.
You also agree that we may, when required by our insurers, auditors or other advisers, provide to them confidential information relating to you or details of a matter or matters on which we have acted for you.
From time to time we use external agencies to provide typing, photocopying, printing, data handling or other business support services, subject to contractual duties of confidentiality. By engaging us you agree to our use of third parties in connection with your confidential information on matters on which you instruct us.
13.3 Publicity
We may disclose that you are a client and describe in general terms the work we do for you unless you have expressly required us not to do so. We may also disclose that we are acting for you or have acted for you on a matter, if information about that matter or our involvement in it is in the public domain or you specifically consent to that disclosure.
13.4 Inside information
If you are a company which has, or which is the subsidiary of a company which has, securities which are listed on a recognised exchange, you will notify us if a matter on which we are advising you is or becomes "inside information" in relation to that company or its securities following which we will institute our internal procedures relating to the handling of that information.
14. Data protection
We are aware of our responsibilities under the Data Protection Act 1998. The personal details you supply will be held on our database and you acknowledge that those details may be used by us to deal with the work you have instructed us to carry out and, unless you ask us not to do so, to send you newsletters and information about our services, seminars and other events which we think might be of interest to you. We will not send you any such information by email unless you agree that we may do so. From time to time we may pass your details to a third party for the purposes of carrying out the work you have instructed us to do. Further details about our data protection practices can be found in our privacy policy on our website www.muckle-llp.com.
15. Quality standards
We became a Lexcel accredited law firm in August 2005. Lexcel is a quality standard that aims to enhance the quality of service that a law firm gives to its clients.
In order to maintain our accreditation we are required to permit an independent assessor to access your files on an annual basis to ensure we are compliant with Lexcel standards. All Lexcel assessors are bound by a confidentiality agreement.
Due to the confidential nature of your work, your consent is required for these annual reviews. We assume that we have your consent for these annual reviews; if not please can you make your Client Relationship Partner aware that no consent has been given and we will mark your files accordingly.
16. Freedom of information
If you are a public body, we are aware of your obligations under the Freedom of Information Act 2000. However, the advice we provide to you is provided in confidence and information you obtain from us about our business, including our charges, is confidential and commercially sensitive. You agree not to disclose our advice or information about our business to third parties without our consent or unless you are subject to a court order.
17. The Financial Services and Markets Act 2000 (“FSMA”)
17.1 Insurance contracts
We are not authorised by the Financial Services Authority under FSMA. We are included on the register maintained by it so that we can carry on insurance mediation activity (which is broadly the advising on, selling and administration of insurance contracts).
The register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register. This part of our business, including arrangements for complaints or redress if anything goes wrong, is regulated by the Solicitors Regulation Authority.
17.2 Investments
Depending on the nature of the work that we do for you it is possible that we may, on occasions, provide you with legal services which relate to investments. Although we are not authorised by the Financial Services Authority under FSMA, this part of our business (including complaints and redress mechanisms) is also regulated by the Solicitors Regulation Authority which permits us to undertake certain activities in relation to investments which are limited in scope and incidental to our legal services or which may be regarded as a necessary part of our legal services.
The scope of our services does not include giving you financial or business advice on the merits of entering into a transaction in investments. No communication either to you, or on your behalf to any other person, during the course of our engagement, will be an invitation or inducement to engage in investment activity and nothing we say or write should be construed as such.
18. Severance of terms
If all or any part of an Engagement Contract is or becomes illegal, invalid or unenforceable in any respect, then the remainder of the Engagement Contract will remain valid and enforceable.
19. Third party rights
No provision of an Engagement Contract (other than paragraph 12.4 (no contract with or claim against individual employees/partners)) is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999. Accordingly no third party (other than an employee, consultant or partner wishing to rely on paragraph 12.4 (no contract with or claim against individual employees/partners)) shall have any right to enforce or rely on any provision of an Engagement Contract.
20. Force majeure
We shall not be liable to you if we are unable to perform our services 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 reasonably practicable.
21. Assignment
21.1 Permitted assignment
We may assign the benefit of an Engagement Contract to any partnership or corporate entity which carries on the business of Muckle LLP in succession to us. You will accept the performance by such assignee of the Engagement Contract in substitution for Muckle LLP. References in these terms of business (other than in this paragraph 21) and in any relevant Engagement Letter to Muckle LLP include any such assignee.
21.2 Other assignment
Subject to paragraph 21.1 neither you nor we shall have the right to assign or transfer the benefit or burden of an Engagement Contract without the written consent of the other.
22. Definitions
In these terms of business a reference to a "matter" is to a transaction, case r other matter upon which at any time you instruct us to advise you; any eferences to "our services" is to the service to be provided by us to you as escribed in an Engagement Letter and any other services provided by us to ou at any time in relation to a matter; and any eference to a "partner" is to a ember of Muckle LLP.
23. Inconsistencies
In the event of any inconsistency between an Engagement Letter and these terms of business the Engagement Letter shall prevail.
24. Resolving problems and disputes
24.1 Complaints
If you have any complaints or concerns about our work for you, please raise these in the first instance with your Client Relationship Partner or with our Managing Partner, Stephen McNicol (direct line 0191 211 7904; email: smcnicol@muckle-llp.com). We will investigate your complaint promptly and carefully and do what we reasonably can to resolve the difficulties in accordance with our complaints handling procedure, a copy of which will be provided to you on request. In any event you are entitled to refer any matter of complaint to the complaints and redress system operated by the Solicitors Regulation Authority.
24.2 Law and jurisdiction
Each Engagement Contract shall be subject to and governed by the laws of England and Wales. Any dispute arising from or under an Engagement Contract shall be subject to the exclusive jurisdiction of the English courts.
25. Application of these terms and amendments
These terms supersede any earlier terms of business we may have agreed with you and in the absence of express agreement to the contrary, will apply to the services referred to in any Engagement Letter accompanying these terms and all subsequent services we provide to you. From time to time it may be necessary to amend or supersede these terms by new terms. Where this is the case we will notify you of the changes and unless we hear from you to the contrary within 14 days after such notification, the amendments or new terms will come into effect from the end of that period.
Muckle LLP is a limited liability partnership.Registered in England and Wales (registered number OC315403) and reguated by the Solicitors Regulation Authority.Registered office: Time Central, 32 Gallowgate Newcastle upon Tyne NE1 4BFA list of members is available for inspection at the above address[Version: May 2008]
