JPC Law ('we') set out the Terms of Business (Ref 03/11) which will apply to the work we do for you. These Terms of Business and the Engagement Letter form the contract between us (together, 'this Contract').

1. Our Relationship

• 1.1 Our Standards

  We are bound by the professional ethical standards and guidelines set by the Solicitors Regulation Authority and will act in accordance with them. The professional rules applicable to solicitors are the Solicitor's Code of Conduct 2007 which can be found on the Solicitors Regulation Authority website www.sra.org.uk/rules.

• 1.2 Equality and Diversity

  We are committed to promoting equality and diversity in all our dealings with clients, third parties and employees. Please contact us if you would like a copy of our Equality and Diversity Policy.

• 1.3 Our Respective Roles

  To maximize our effectiveness we must work with you together as a team. You are responsible for giving us instructions and for ensuring that you or your other advisers (if any) provide us with all information which we require to carry out our work. This includes keeping us advised of any relevant changes in your circumstances and/or your instructions to us. We will use reasonable professional skills and care in providing the Services (as described in the accompanying Engagement Letter) as amended from time to time during the course of the retainer in accordance with the terms of this Contract.

• 1.4 Conflicts

  If we become aware of a conflict of interests or potential conflict we will notify you of this and discuss how to resolve it. If there are any particular conflicts you wish us to be aware of please let us know.

2. Your Responsibilities

• 2.1 Responsibilities

  Our performance is dependent on your carrying out your responsibilities as set out in this Contract.

• 2.2 Payment for Services

  You agree to pay for the Services as set out in this Contract. This applies even if a third party is liable for or has agreed to indemnify you against all or part of our fees.

• 2.3 Information

  • 2.3.1 You agree to provide or to arrange for the provision of all instructions and information which is relevant to us in the conduct of your matter and to bring to our attention any matters about which you may be uncertain.

  • 2.3.2 We will not be liable for any loss or damage arising from our reliance on any such information, or for any inaccuracy or other defect in any document, supplied by you or on your behalf, or arising as a result of your failing to supply to us any relevant document or information.

3. Fees and Payment

• 3.1 Basis of Fees

  Fees will be charged on the basis set out in the Engagement Letter. Unless the Engagement Letter states otherwise the basis on which our fees will be charged will reflect time spent but will take into account any special factors such as urgency, complication of the matter and the specialist knowledge and expertise required.

• 3.2 Fee Estimates

  Any fee estimate given by us will be given in good faith but will be subject to the stated exceptions assumptions and to any factors outside our control. We will notify you as soon as it becomes apparent that the estimate is likely to be exceeded.

• 3.3 Value Added Tax ('VAT')

  Our estimates charges and disbursements are exclusive of any taxes and will be subject to the addition of VAT where appropriate. Our VAT number is 627 8378 01. You will be responsible for paying any taxes arising from this Contract for which you are legally liable.

• 3.4 Payment of Invoices

  All charges will be specified in pounds sterling and invoices must be paid in that currency, unless otherwise agreed by us in writing. All invoices will be due for payment on receipt by you. Any queries concerning an invoice must be raised within 30 days of the invoice date. If payment is late we reserve the right to suspend the provision of the Services and to charge interest on any amount overdue at the rate payable on judgement debts from 30 days after delivery of our bill to the date of payment.

• 3.5 Payment by Third Party

  You will be primarily responsible for the payment of our charges on work undertaken by us for you even if a third party has agreed to pay or is obliged to contribute to the whole or part of those charges. If the third party delays or fails to pay that contribution then you must pay that amount to us and recover the amount from the third party. In such event your responsibility to us is the same as if you had failed or delayed in paying such amount to us. We reserve the right to deduct any charges from any settlement monies received on your behalf in the course of carrying out the Services.

• 3.6 Time Charging

  The hourly charging rate(s) applicable to your work are set out in our Engagement Letter. The time charged is all time spent on your matter in units of 6 minutes or part thereof. This will include attendances upon you and others, drafting, perusing, considering, preparing and working on documents, papers and correspondence, research, telephone calls, making file attendance notes, waiting, travelling or attending meetings or court on your behalf. This list is not exhaustive.

• 3.7 Expenses and Disbursements

  'Disbursements' are items of expenditure which we incur on your behalf in the conduct of your matter. You will be charged for any disbursements, third party charges (e.g. counsel's, surveyors and expert's fees) we incur on your behalf. We reserve the right to include a photocopying charge. If we make a bank CHAPS payment on your behalf you will be charged the fee charged by our bank. Where any disbursement charged by us to you is subject to VAT you will be charged VAT on that disbursement in addition to the disbursement charge.

• 3.8 Payments on Account

  We may ask you to make payments on account of anticipated charges and disbursements from time to time. The amount and frequency of these requests will depend upon the work necessary and the amount of the disbursements. We may, but are not obliged to, commence or continue work if we are awaiting payment or clearance of funds requested or paid on account.

• 3.9 Periodic Charging

  We will deliver bills to you for payment at regular intervals for work carried out during the course of the 3matter unless otherwise stated in the Engagement Letter. These might be periodic, e.g. monthly or quarterly, or by reference to 'natural breaks' in the matter. This helps you to budget for charges incurred to date and continuing. Funds held on account of charges will be applied against bills when rendered.

• 3.10 Effects of Non-Payment or Failure to Instruct

  If any payment requested on account of anticipated charges and disbursements or in payment of our charges invoiced is not made within 7 days of our request for payment (or earlier if required by us) or you fail to provide instructions to enable us to progress your matter we reserve the right to suspend the provision of the Services and to decline to act further. Where we exercise that right our full charges and disbursements for the work done up to that time will be charged to you. We are entitled to and may exercise a lien on your papers (including those obtained from a third party) until full payment is made.

• 3.11 Dissatisfaction with Fees

  • 3.11.1 If you are unhappy about the bill you have received we refer you to our complaints procedure referred to in 9 below.

  • 3.11.2 If you are not satisfied with our handling of your complaint and do not wish to refer the matter to the Legal Ombudsman pursuant to the Complaints Procedure you can apply to the Court for an assessment of the bill under Part III of the Solicitors Act 1974.

• 3.12 Charges and Expenses in Contentious Work

  • 3.12.1 'Contentious work' as defined, is usually work where court proceedings have been issued in relation to the matter and we are on the court record as acting for you.

  • 3.12.2 In all contentious work we exclude the application of section 74 (3) of the Solicitors Act 1974. This allows us to charge full fees to clients in proceedings in the county court where such fees would otherwise be restricted.

  • 3.12.3 It is important that you understand that you will be responsible for paying our charges. In contentious work a contribution to your charges might be paid by another party. Even if you are successful the other party will not usually be ordered to pay all your charges or these may not be recovered from them in full. If this happens you will have to pay the balance of our charges.

  • 3.12.4 If you are successful and the court orders the other party to pay some or all of our charges relating to your matter interest can be claimed on them from the other party from the date of the court order. We will account to you for such interest to the extent that you have paid our charges on account but we are entitled to retain the balance of that interest if there is any shortfall.

  • 3.12.5 You will also be responsible for paying the charges and expenses of seeking to recover any charges and expenses that the court orders the other party to pay.

  • 3.12.6 Sometimes the court may order you to pay the other party's legal charges and expenses, for example if you lose the case or after a pre-trial hearing. The money will be payable in addition to our charges. Any sums ordered to be paid must normally be paid within 14 days.

  • 3.12.7 We reserve the right to deduct any fees and expenses from any settlement monies received on your behalf in the course of carrying out contentious work for you.

4. Confidentiality

• 4.1 Restrictions on Disclosure of Confidential Information

  We will not disclose to any third party, without your prior written consent, any information concerning your affairs which is received by us for the purpose of providing the Services ('Confidential Information') but this restriction will not apply to any information which:

  • 4.1.1 is or becomes generally available to the public other than as a result of a breach of our obligation not to disclose; or

  • 4.1.2 is disclosed to an independent adviser by us where we may be seeking further or specialist advice on your behalf.

• 4.2 Permitted Disclosure

  Despite clause 4.1 we will be entitled to disclose Confidential Information to:

  • 4.2.1 our insurers or legal advisers; or

  • 4.2.2 a third party to the extent that this is required by law, by any court of competent jurisdiction, or by a governmental or regulatory authority, or where there is a legal duty or requirement to disclose.

• 4.3 Continuation of Contractual Obligations

  The terms of clause 4 will continue to bind us beyond the termination of this Contract.

5. Documents

• 5.1 Ownership of Documents

  Most files created during the provision of the Services will contain some documents which will belong to you and others which will belong to us and possibly other documents which belong to a third party. Documents which belong to you may be returned on request subject to you having paid all outstanding monies due to us. We reserve the right to retain a copy of all such documents released to you.

• 5.2 Retention of Documents

  • 5.2.1 We will keep your file for at least 6 years after the termination of the Services.

  • 5.2.2 It assists us in managing our storage facilities to have your consent to destroy your file after 6 years. Unless and until you notify us to the contrary your acceptance of these Terms of Business includes your consent for us to destroy your file, which includes all papers and documents belonging to you, at or after that time. We will not destroy documents we deposit in safe custody for you.

  • 5.2.2 If we take papers or documents out of storage in relation to continuing or new instructions to act for you, we will not normally charge for such retrieval unless we are charged for such retrieval. However we may charge you for both time spent producing stored papers that are requested and reading, correspondence or other work necessary to comply with your instructions in relation to the retrieved papers. If papers or documents are requested out of storage in any other circumstances we will make a reasonable charge for retrieval and/or delivery of such papers or documents.

6. Financial Services

• 6.1 We are not authorised by the Financial Services Authority to provide financial services. Therefore, while we are acting for you, we may have to refer you to someone who is authorised to provide the necessary investment advice.

• 6.2 We may however provide certain limited investment advice services where these are closely linked to the legal work we are doing for you. This is because we are members of the Law Society of England and Wales, which is a designated professional body for the purposes of the Financial Services and Markets Act 2000.

• 6.3 The Solicitors Regulation Authority is the independent regulatory arm of the Law Society. The Legal Complaints Service is the independent complaints-handling arm of the Law Society. If you are unhappy with any investment advise you receive from us, you should raise your concerns with the either of those bodies.

7.1 Email/faxes

During our performance of the Contract we may wish to send messages and/or documents to each other by e-mail or fax. Like other means of communication, email and fax carry the possibility of inadvertent misdirection, interception or non-delivery of confidential material. Accordingly, unless you notify us otherwise, your acceptance of these Terms of Business includes your consent to us to use email and fax and your agreement to the procedures set out below.

7.2 Where you send messages by email you agree to adopt the following procedures:

• 7.2.1 if a matter is urgent you will supplement the email with a telephone call to the intended recipient to confirm that the message has been received;

• 7.2.2 if sending a confidential email message you will indicate clearly if a response is not wanted in electronic form. All risks connected with sending sensitive information relating to your affairs by email are borne by you and are not our responsibility regardless of whether you send the information to us by email or vice-versa. If you do not accept this risk you must notify us in writing at the earliest opportunity that email is not an acceptable means of communication; and

• 7.2.3 you will carry out reasonable procedures to protect integrity of data. In particular it is your responsibility to carry out a virus check on any attachments before launching any documents whether received on disk or otherwise.

8. Liability

Please read this section carefully. It contains restrictions on our liability in the event of a claim by you. This clause 8 sets out important restrictions on our potential liability if we are in breach of any obligations in contract or tort (including negligence). It is reasonable that we agree at the outset the maximum amount of our potential liability provided that such limitation is not unfair. You accept that the maximum that we have accepted represents our joint judgement of the extent to which it is reasonable for us to bear liability in connection with this engagement. You accept that this maximum is fair in view of the size and scope of all the services we are to provide including the Services and the risk we assume in carrying out such services compared to the fees we may receive.

• 8.1 Current Law

  The Services are provided in accordance with our understanding of professional practice and guidelines current during the term of this Contract and the proper interpretation of laws court decisions, regulations and interpretations of the law in existence on the date on which the services are provided. Changes in the law and its interpretation may take place before our advice is acted upon or may be retrospective in effect. We accept no responsibility for changes in the law, or in interpretations of the law, occurring subsequent to the date on which the Services are provided to you.

• 8.2 Acceptance of Liability

  We will accept liability without limit for:

  • 8.2.1 death or personal injury caused by our failure to take proper care;

  • 8.2.2 any fraudulent statements made by us which cause you to enter into this Contract or any other fraudulent acts committed by us in the course of the performance of this Contract; and

  • 8.2.3 any other liability which by law we cannot exclude.

• 8.3 Liability Cap

  • 8.3.1 Subject to clause 8.2 our total aggregate liability and that of our members and employees (whether arising as a result of a breach of our responsibilities under this Contract or our failure to take reasonable care or otherwise) shall not exceed £3 million or (if less) such amount as is available from our professional indemnity insurers to meet your particular claim where it is a claim made with similar claims from other clients based on the same or similar facts or circumstances, or such other amount (if any) as may be stated in the Engagement Letter.

  • 8.3.2 Without prejudice to any other exclusion or limitation of liability, damages, loss, expense or costs our liability if any for any loss or damage ('the loss and damage') under this Contract shall not exceed such sum as it would be just and equitable for us to pay having regard to the extent of our responsibility for the loss and damage and on the assumptions that:

    • 8.3.2.1 there are no exclusions or limitations of liability nor joint insurance or co-insurance provisions between you and any other advisor engaged by you in connection with any matter connected with or related to the Services and any such other advisor who is responsible to any extent for the loss and damage relating to such matter is liable (contractually or at law) to you for the loss and damage; and

    • 8.3.2.2 all the advisors referred to in clause 8.4.2.1 have paid to you such proportion of the loss and damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss and damage.

• 8.4 Limits to our Responsibilities

  Except for liability expressly accepted by us under this clause 8 all other liability is expressly excluded (subject to clause 8.2) and in particular:

  • 8.4.1 this Contract is the sole statement of our responsibilities and no terms other than those set out in these Terms of Business, the Engagement Letter and any other documents referenced in it, will apply;

  • 8.4.2 we will not have and expressly exclude any responsibility for any failure by you to realise anticipated savings or benefits or for any consequential losses whatsoever;

  • 8.4.3 the maximum aggregate financial responsibility which we will have under this Contract is stated in clause 8.3.1;

  • 8.4.4 we will not have and expressly exclude any responsibility or liability in negligence to any third party who is not our client;

  • 8.4.5 sometimes in the course of providing the Services we may engage agents or contractors on your behalf. We will not have and expressly exclude any responsibility or liability for any agents or contractors engaged by us on your behalf;

  • 8.4.6 we will not have and expressly exclude any responsibility for any claim that you may have against us unless such claim is notified to us in writing within one year of the termination of our retainer or (if later) within six months of your first becoming aware of having a potential claim against us; and against us unless such claim is notified to us in writing within one year of the termination of our retainer or (if later) within six months of your first becoming aware of having a potential claim against us; and

  • 8.4.7 this Contract is entered into on the strict understanding that none of the members or other staff of JPC Law shall incur any personal liability in relation to the performance of this Contract and the provision of the Services, and any such liability whatsoever is expressly excluded to the fullest extent permitted by law.

• 8.5 Exclusion

  We will not be liable for any loss, damage, cost or expense ('Losses') arising in any way, directly or indirectly, from failure by you or your employees or agents to exercise reasonable skill and care in connection with this Contract or any fraudulent acts or omissions by you or them. In so far as we incur Losses in consequence of such circumstances which result in any Losses or any claim against us by a third party we will have the right to recover the full amount of such Losses from you.

• 8.6 Oral Advice

  We may in the course of providing the Services answer enquiries over the telephone or in meetings on an informal basis. As these may involve an immediate answer to a complicated problem in respect of which we may not have received full and accurate information we shall have no liability to you in contract or tort (including negligence) for our answers. If you wish to rely on such answers before embarking on an important course of action or making an important decision then you should neither act nor refrain from acting on the basis of such answers unless they are confirmed in writing by us.

• 8.7 Indemnity Insurer

  Our professional indemnity insurer is International Insurance Company of Hanover. Our broker is Lockton Companies LLP of The St Botolph Building, 138 Houndsditch, London EC3A 7AG. The Policy Number is A0996726. The insurance covers our practice carried on from our offices located in England and Wales and will extend to acts or omissions wherever in the world they occur.

9. Complaints Procedure

We aim to offer our clients an efficient and effective service. We have a complaints procedure. A copy of our complaints procedure is available on request. If any problems arise or, indeed, you have any suggestions on how we can improve our services to you, then please discuss them with us.

• 9.1 You should first discuss your concern with the person handling your matter.

• 9.2 If you wish to take the matter further after having spoken to that person or if you would prefer not to discuss the problem with that person you should contact the partner of the firm who heads the department dealing with your matter.

• 9.3 If that partner has been dealing with the matter please contact Geoffrey Ditz who is the partner responsible for dealing with complaints.

• 9.4 If you are not satisfied with our handling of your complaint you can ask the Legal Ombudsman of PO Box 15870, Birmingham B30 9EB, telephone 0300 555 0333 or email enquiries@legalombudsman.org.uk to consider the complaint.

• 9.5 Notice of Dissatisfaction

  In our experience the longer the delay between an event which could give grounds for complaint and the date on which the complaint is made the more difficult it is for matters to be put right to the complaining party's satisfaction. Please notify us of any such event as soon as practicable.

10. Duration and Termination

• 10.1 Duration of Contract

  This Contract will apply from the earlier of the date we commence providing the Services to you, the date of signature of the Engagement Letter by both you and us, or deemed acceptance by you of the Engagement Letter and these Terms and Conditions. This Contract will continue until all the Services have been provided or it is terminated in accordance with the terms set out below.

• 10.2 Right to Terminate this Contract

  Unless stated otherwise in the Engagement Letter this Contract may be terminated by either of us at any time by giving not less than 7 days written notice. This period may be less if there is a court hearing and the reason for termination is that you have failed to pay us a sum to cover counsel's fees and/or any bill we have rendered and/or sum we have requested from you on account of our costs for that hearing. Any such termination shall not affect any rights or obligations which either of us already has under this Contract.

• 10.3 Insolvency

  This Contract may be terminated by us in writing with immediate effect if you are subject to any type of insolvency proceedings (whether formal or informal) or if we reasonably believe that you are unable to pay your debts as they fall due.

11. Money Laundering

• 11.1 For the protection of all our clients and to comply with current legislation, we operate a money laundering reporting procedure which includes verifying the identity of clients and any persons purporting to give instructions to us on behalf of client. We may be required to reveal information to the appropriate authorities in relation to any suspicion of money laundering. If we take such action we are prevented by law from informing you.

• 11.2 As part of our compliance and security procedures we do not accept cash in payment of fees, disbursements or obligations to third parties.

12. Risks of Litigation

You should always bear in mind that litigation by its very nature is risky and there is no guarantee as to the outcome. We will provide a 'cost and benefit' analysis at suitable intervals during the conduct of litigation to assist you on deciding on a course of action.

13. General

• 13.1 Sub-Contracting

  We may employ agents or contractors on your behalf and as your agent to assist us when providing any part of the Services.

• 13.2 Force Majeure

  Neither of us will be liable to the other for any delay or failure to fulfil their obligations under this Contract to the extent that any such delay or failure arises from causes beyond their control including, but not limited to, fire, flood, acts of God, acts or regulations of any governmental or supranational authority, war, riot strike, lockouts and industrial disputes.

• 13.3 Waiver

  No delay by either of us in enforcing any of the terms or conditions of this Contract will affect or restrict the relevant party's rights and powers arising under this Contract. We will only be taken to have released our own rights and you will only be taken to have released your own rights under this Contract if such release has been confirmed in writing to the other.

• 13.4 Notices

  Notices must be served either personally, sent by prepaid first class post or faxed to the address of the other party given in this Contract or to any other address as the parties may have notified during the period of this Contract. Any notice sent by post will be deemed to have been delivered on the second business day after sending. Any notice sent by fax or served personally will be deemed to have been delivered on the first business day following its dispatch.

• 13.5 Amendment

  Any amendment of this Contract will not be effective unless agreed in writing and signed by both you and us.

• 13.6 Validity of Contract Provisions

  If any provision of this Contract is held to be invalid in whole or in part such provision shall be deemed not to form part of this Contract. In any event the enforceability of the remainder of this Contract will not be affected.

• 13.7 Engagement Letter to take Precedence

  If there is any conflict between these Terms of Business and the Engagement Letter or any other document which forms part of this Contract the Engagement Letter will take precedence. If there is and only to the extent of, any conflict between the Engagement Letter and any referenced or attached document other than the Terms of Business then the Engagement Letter will take precedence.

• 13.8 Application of Terms of Business

  Unless otherwise agreed in writing these Terms of Business apply to all matters undertaken by us on your behalf and to any associated company or individual or firm or any company under the same or similar control or direction. Fee rates charged and other charging bases may be different for particular solicitors or other staff involved in such matters or in relation to different types of matters.

• 13.9 Defined Terms

  All terms referred to or defined in the Engagement Letter shall have the same meaning in these Terms of Business and vice versa.

14. Governing Law and Jurisdiction

• 14.1 Applicable Law

  This Contract will be governed by and interpreted in accordance with the laws of England and Wales.

• 14.1 Resolving Disputes

  Should a dispute arise between us we will attempt with you to resolve the dispute in good faith by negotiation. Where both of us agree that it may be beneficial we will seek to resolve the dispute through mediation. If the dispute is not resolved through negotiation or mediation, or if it is not appropriate or agreed by both of us to use such procedures, you agree that the English Courts will have exclusive jurisdiction in connection with the resolution of the dispute.