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
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.
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
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.
2.3.1 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
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
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
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
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.
4.1 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.
5.1 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
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.
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.
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:
184.108.40.206 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
220.127.116.11 all the advisors referred to in clause 18.104.22.168 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
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.
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 firstname.lastname@example.org 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.
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.
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.
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.
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.
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
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.