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Terms of Engagement

These Terms form the basis of the contract between you and any Convex firm of Solicitors that you instruct. These Terms are available for you to view on the Convex web-site, but a further copy will be sent to you by your Convex firm of Solicitors when you give your instructions.
 
Terms of Engagement
 
1. Acceptance
Upon acceptance, these terms of engagement, together with and subject to any letter of engagement with which they are issued (together 'the Terms') constitute the terms of the agreement between {solicitor firm name} ('us' or 'we' as appropriate) and you for the provision of legal services.
 
2. Our Authority
We have full authority to act on your behalf in relation to all matters necessary or incidental to our engagement. This includes authority, insofar as reasonably necessary;
a) to incur expenses for the property conduct of the work which are for your account;
b) to engage other professionals and agents as appropriate
We may require you to enter into agreements directly with such agents and be directly responsible for payment of their charges.
 
3. Responsibility for your matter
The partner who signed or is identified in the letter of engagement or who has otherwise been notified to you will be the partner primarily responsible for the work for your matter ('the Partner'). The Partner will also ensure that the varied skills and expertise in the firm are allocated effectively and appropriately to the matter. We shall notify you on any change to the Partner.
 
4. Conflicts
We will consult you if your Partner becomes aware of any new instructions we receive which may conflict with a matter on which we are engaged by you.
 
If we become aware of a conflict of interest which prevents us from continuing to act for you, we will notify you of this and use all reasonable endeavours to provide an effective transfer to such new legal advisers as you may appoint.
 
Unless we have a conflict of interest we are free to act for any other client.
 
5. Benefit of Advice
Unless otherwise specifically agreed by us, any advice given by us in the course of our engagement;
a) is only for your benefit;
b) may not, without our prior written consent, be disclosed to or relied upon by another person or quoted or referred to in a public document or published in any publication;
c) is strictly limited to the matters stated in it and does not apply to implication to other matters;
d) unless otherwise expressly stated, is limited to the laws of England and Wales as applied by the courts of England and is given on the basis that it will be governed by and construed in accordance with the laws of England and Wales; and
e) is given as at the date of delivery of the electronic communication giving that advice, or the fax, letter or oral communication giving the same .
 
Unless we have specifically agreed otherwise, we will not be bound to notify you of any changes in the law following the date on which the advice was given.
 
No third party has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Terms.
 
6. Confidential Information
We will not disclose to any other person any confidential information which we obtain as a result of acting for you, except as may be required in order to carry out your instructions, or to comply with any overriding legal or professional obligations we may have to the Court or otherwise.
 
We will not disclose to you any confidential information which we have obtained as a result of acting for any other client but if you acquire any such information as a result of our engagement you agree not to disclose it to any third party or use it for your own purposes except with our prior written consent.
 
7. Fees and Expenses
Under our agreement with Convex Conveyancing Limited ('Convex') all fees and disbursements are invoiced to Convex, and Convex, where appropriate, will invoice them directly on to you. Notwithstanding this, under these Terms, payment of any such invoice raised by Convex is your responsibility. You should note the following provisions regarding the different charges;
 
7.1 Professional Fees
You have agreed a fixed fee for our services with Convex, and our bill for our services will be settled directly by them.
 
7.2 Disbursements: Administrative Services
We will charge at our standard rates for our disbursements, including photocopying, printing and binding, facsimile transmissions, all overseas telephone calls and courier services.
 
We will not charge for work done by secretarial or other administrative staff except where your matter requires us to engage those staff in necessary overtime work.
 
Our standard disbursement charges for such administrative services may be obtained from your Partner upon request.
 
7.3 Disbursements: External Costs
You agree to reimburse us for all and any disbursements which we reasonably incur on your matter and before incurring liability for substantial payments to third parties we reserve the right to be placed in funds by you. These disbursements may include by way of example:
a) fees of law firms in other jurisdictions;
b) barristers fees;
c) experts fees;
d) agents fees;
e) government and local authority fees, duties and registration charges;
f) travelling and accommodation expenses; and
g) international postage and courier charges
 
8. Billing
 
8.1 Issue of bills
Bills will be issued to Convex, and, where appropriate Convex will issue an invoice to you.
 
8.2 Payment of bills
All our bills are payable on receipt, unless otherwise specifically agreed in writing.
 
8.3 Payments on account
We reserve the right at all times to require money on account of our anticipated fees, expenses, disbursements and / or VAT or otherwise to refrain from providing further services. If you pay us monies on account they will be held by us in our Client Account.
 
While these monies are held in our Client Account we will (depending on the amount and the period involved) account to you for interest on them in accordance with the Law Society's requirements. We will have authority to draw on such money paid for our expenses and disbursements, as they become due.
 
8.4 Unpaid bills
If any of our bills to you on any matter are unpaid, we may elect, without limiting our remedies;
a) not to perform any further work for you on any matter until all unpaid bills and any interest which may have become due are paid in full;
b) to retain custody of (and exercise a lien over) any of your deeds, documents or files until all unpaid bills and such amount (plus interest charged by us) are paid in full: and / or
c) to charge interest on any amount outstanding 30 days after the date on which the bill is given to you at the statutory rate applicable to judgment debts from time to time in force.
 
8.5 Third Parties
You will remain responsible for paying our bills if you have or acquire a right of indemnity or recovery from a third party and whether or not you receive any contribution from a third party.
 
8.6 Remuneration Certificates
We are obliged to supply you with the following information pursuant to the Solicitors Remuneration Order 1994:
a) that you may, within one month of delivery of our bill or notification of the amount of our costs, require us to obtain a remuneration certificate from the Law Society;
b) notwithstanding that you will be obligated to pay us all paid disbursements and VAT and 50% of our fees once you require us to obtain such a certificate, the Law Society may waive that obligation, upon your application to them at:-
 
Victoria Court,
8 Dormer Place,
Leamington Spa,
Warwickshire
CV32 5AE

c) that sections 70, 71 and 72 of the Solicitors Act 1974 set out your rights in respect of taxation of our fees.
 
9. Complaints procedure
If you have any problem concerning any of the services provided by us you should;
a) raise your concerns with the Partner
b) if there is still no resolution in this regard, your complaint will be dealt with in accordance with the firms complaint procedure by reference to a panel of partners convened by the senior partner.
c) if this panel is still unable to resolve your complaint then it will be referred to Convex and be dealt with under their complaints procedure.
d) If for any reasons we and Convex are still unable to resolve your concern then we are regulated by the Law Society which also provides a complaints and redress scheme.
 
10. Liability
We will provide advice and legal services to you with reasonable skill and care and we acknowledge that (subject to the other exclusions and limitations in these Terms) we will be liable to you for losses, damages, costs or expenses caused by our negligence or wilful default. Our responsibility shall only extend to the advice and services we provide on matters upon which you have actually instructed us.

We will be reliant upon you for the accuracy and completeness of the information and / or documentation you provide as well as the fact that such information and / or documentation will be provided in good time. We will not be liable to you for any Losses caused wholly or in part by the provision by you of false, misleading or incomplete information or documentation or due to the acts or omissions of any person(s) other than ourselves. Where you have concerns which are particular to you and not of general application it is your responsibility to advise us.
In the event that you are being advised by one of several professionals and a limitation of liability has been agreed in relation to one or more of them, you agree that our liability to you will not be increased due to the limitation of liability agreed by you with other advisers. Out liability to you under or in connection with our engagement shall be limited to that proportion of the total Losses (after taking into account your contributory negligence, if any) determined to be just and equitable having regard to the extent of our responsibility for the Losses in question.
 
Where our advice involves an assessment of legal or commercial risk we will use reasonable efforts to provide you with as accurate an assessment of risk as possible, but you agree to accept any such assessment as an expression of our opinion only and not a statement of fact. You agree that any decision to rely upon any assessment of risk made by us is solely you responsibility and that unless our assessment is shown to have been made negligently, you agree that we will not be liable to you for any Losses which you may incur as a result of any reliance placed by you on such opinions.
 
11. Termination
You may terminate our engagement at any time on written notice, subject to any period of notice the law may require.
 
In addition, we may terminate our engagement on written notice to you:
 
a) in the circumstances set out in clauses 4, 8.4 and 14: or
b) if you fail to give us timely and adequate instructions, so that we are unable to conduct any of your matters properly and expeditiously: or
c) if you insist on a course of action which requires us to act contrary to our responsibilities a solicitors or which would lead to a breakdown of the relationship of trust and confidence which is essential for the proper handling of legal matters.
 
If either of us terminates our engagement then paragraphs 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 of these Terms shall survive and you agree, subject to these terms of engagement, to pay us for all work we have done, all support services we have provided and all disbursements we have incurred prior to termination.
 
12. Retention of your documents
The general correspondence and draft documents on the files we prepare for you are your property, but all memoranda and attendance notes will remain our property. Subject to payment of our fees and disbursements you will be entitled to receive such correspondence and documents but agree that we may bill you at our standard rates for retrieving these from storage and for preparing files for delivery to you and for taking copies for our own use and retention.
 
You consent to the destruction of the files and / or any microfiche or electronic copies six years after a matter is completed and to us retaining microfiche or electronic copies although we will have no obligation to do so.
 
13. Financial Services and Markets Act 2000 ('FISMA')
Although we are not authorised by the Financial Services Authority we can provide services relating to investments which are limited to those incidental to our legal services and regulated by the Law Society and those excluded from regulation under FISMA.
 
Our function is to act as your legal adviser and not to advise on the merits of investment activities nor to act as a broker or arranger of transactions. In particular no communication of ours should be construed as an invitation or inducement to you or anyone else to engage in investment activity and you cannot require us to communicate any such invitations or inducements.
 
You are solely responsible for any decision you take to discuss, negotiate or enter into a proposed transaction or arrangement and should do so based on your own assessment of its commercial, strategic investment and financial merits and the risks involved. If you are in any doubt over any of these matters you should seek advice from an appropriately qualified financial adviser.
 
You authorise us, and we authorise you, to give consent to others involved in a matter calling or otherwise making unsolicited real-time communications to you, or to us as the case may be, in connection with the matter where it is considered in your best interests to do so.
 
14. Money Laundering Regulations
You agree to provide such evidence of your identity and that of directors, partners, trustees an controllers of your company or firm and all of connected shareholders and parties as we may reasonable require in order to comply with our obligations under the legislation and regulations against money laundering and drug trafficking.
 
We may cease to act for you if you fail to comply and may at any time make such disclosures to the competent authorities as are reasonable as a result of such failure or otherwise upon suspecting that you or any such connected party is involved in money laundering.
 
15. Data Protection Act
You consent to us using all information we maintain about you in order to send to you details of other services offered by us that we consider may be of interest to you.
 
16. Interpretation
These terms of engagement and the letter of engagement together comprise a non-contentious business agreement for the purposes of the Solicitors Act 1974.

Reference in these Terms to your 'matter' are references to the matter specified in the letter of engagement and further work necessarily derived from that matter, or, where you have instructed us to provide you with legal services which you specify and require, to each and every matter on which you require us to act for you on or after the date of the letter of engagement.
 
17. Governing Law and Jurisdiction
These terms of engagement, the letter of engagement and all aspects of our retainer and our performance of work for you are governed by the laws of England and Wales.
 
Both you and we irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.