1.
Payment of bills
Bills may be
paid by cheque, banker’s draft or telegraphic transfer. Details of our bank accounts to which
payments should be made appear on our bills or may be obtained from the Firm’s
Accounts Department.
Fieldfisher
does not accept payment in cash or by credit card.
For all
foreign exchange transactions, calculations and billing purposes, it is our
practice to adopt mid market closing exchange rates as published by the
Financial Times.
Where minor
exchange gains or losses arise as a result of our bills or disbursements paid
on your behalf being settled in a currency other than the original billing
currency, we will take such gains or losses to our profit and loss
account. We reserve the right, however,
to claim any material exchange losses from you.
Foreign
withholding tax:
If any tax or
amounts in respect of tax must be deducted, or other deductions must be made,
from any amounts payable to us, you will pay such additional amounts as may be
necessary to ensure that we receive a net amount equal to the full amount we
would have received had payment not been made subject to tax or any other
deduction.
Our VAT
registration number (in the UK) is GB232273784.
2.
Disbursements and expenses
Disbursements: while acting for you, we are likely to incur
expenses on your behalf which will be itemised on your bill. You agree to reimburse us for all usual
costs, charges and other expenses reasonably incurred by us on your behalf or
otherwise in connection with this matter.
These may include, for example, Counsel’s fees, Court fees, stamp duty
and registration fees. We will, of
course, advise you in advance of any unusual expenses or charges and seek your
approval before incurring them whenever practicable.
Expenses: unless agreed otherwise, we will charge
travel and subsistence expenses, transaction fees (including bank fees),
courier fees, external copying and document production and other similar
expenses necessarily incurred by the firm with third party providers in
connection with this matter either at cost or at appropriate standard rates
(which may include a fee or charge). We
charge for internal document production at our current rates which will be
provided on request. (For example, our
current charge for standard black and white A4 sheets is 25 pence per copy).
We reserve
the right to charge secretarial overtime and to seek reimbursement of the cost
of late night travel arrangements where appropriate.
Telephone and
fax – lengthy fixed line, international calls and significant mobile telephone
expenses will be charged at cost, unless otherwise agreed. The Firm may at its discretion charge a
reasonable flat rate or lump sum to cover telephone calls made.
3.
Client funds, payments on account and interest
Fieldfisher
does not provide banking services and we will accept and hold client funds only
to the extent necessary to undertake professional services for you or to hold
money on account of anticipated costs and expenses, including our own.
Whenever we
receive or hold money on your behalf for any reason, you agree that we may
deduct from that money all sums that are due to us in respect of costs and
expenses which have been incurred and/or invoiced to you on that matter and on
any other matter upon which we are instructed by you.
Unless we
receive and agree specific instructions to the contrary, all client monies held
by us will be deposited in our general client account or in an individual
designated client account with Lloyds Bank plc or Barclays Bank plc. We gain a general financial benefit from
these arrangements. In the event of any
bank default, we accept no liability but will assist clients to recover
compensation from any applicable financial protection scheme.
All monies
are held and the accounts operated in accordance with the SRA Accounts Rules
2019. Interest will be calculated at the rate set by the bank holding the
funds. That, of course, may change. The
period for which interest will be calculated will run from the date(s) when funds
are received by us until the dates of any payment to a third party or
re-payment to you, and, if it is a positive balance will be paid when it is
fair and reasonable in accordance with the SRA Account Rules of 2019 and when
the calculated interest exceeds a de minimis amount of £20. In the event of a negative balance we will
require you to reimburse us for any charges for which we become liable.
4.
Client identification documentation
The law now
requires solicitors, as well as banks, building societies, and others, to
obtain satisfactory evidence of the identity of their clients. We should be grateful, therefore, if you
would provide us with documents to verify your identity if you have not already
done so. If we have not already
discussed the requirements, details will be enclosed with the engagement letter
or will be provided shortly. This
applies to all new clients and, from time to time, to existing clients. If we are not given satisfactory information
in sufficient time, we will be obliged to terminate our engagement.
Solicitors
are under professional and legal obligations to keep the affairs of clients
confidential. This obligation, however,
is subject to a statutory exception: recent legislation on money laundering and
terrorist financing has placed solicitors under a legal duty in certain
circumstances to disclose information to the National Crime Agency. Where a solicitor knows or suspects that a
transaction on behalf of a client involves money laundering, the solicitor may
be required to make a money laundering disclosure. If this happens, we may not be able to inform
you that a disclosure has been made or of the reasons for it because the law
prohibits “tipping-off” or prejudicing an investigation. We may have to stop working on your matter for
a period of time and may not be able to tell you why.
You agree
that we will not be liable for any losses, costs, claims or penalties incurred
by you as a result of our complying with these professional and legal
obligations, even if this means that we are unable to carry out your
instructions in a particular transaction or matter.
5.
Information; disclosure and confidentiality
We will hold
in strict confidence any confidential information obtained regarding you and
your business and we will not disclose it to others without your permission.
Exceptions
We reserve
the right to disclose your confidential information and/or your files in the
following (but not limited to) circumstances;
(i)
if required by statute, regulation or the
Solicitors Regulation Authority;
(ii)
if our work requires us to give information to
third parties such as expert witnesses and other professional advisers;
(iii)
to regulatory bodies or tax authorities in the
exercise of their powers to meet legal and regulatory compliance requirements;
(iv)
to our auditors;
(v)
to our professional indemnity insurers and to
provide information to our insurance brokers in relation to these
communications with insurers;
(vi)
to provide services to you and to manage our
international client relationships, we may share your information with other
Fieldfisher network firms;
(vii)
if any documents or information which we are
compelled to disclose are subject to legal professional privilege, if possible
we will contact you and advise you of the opportunity to claim privilege. Unless you confirm any claim to privilege, we
reserve the right to treat it as waived.
Should you decide to claim privilege, we shall be entitled to charge for
time incurred by us and any disbursements.
Conflicts of Interest and Confidentiality
We will not
act where we have a conflict of interests save with your consent in the limited
circumstances permitted by the Solicitors Regulation Authority Rules of
Professional Conduct.
As regards
confidentiality and disclosure you agree and recognise that:
(a)
We may hold or obtain confidential information
about another client or prospective client or its business which might
reasonably be expected to be material to the matter or matters upon which we
are advising you. Just as we respect and
will uphold our duty of confidentiality to you, you accept that we will owe you
no duty to disclose such information about another client or prospective client
or its business. This will be so even
where your interest is adverse to it.
(b)
Where we hold confidential information about you
or your business, we shall not be precluded from acting or continuing to act
for another client or prospective client or its business where that information
might reasonably be expected to be material to it and it has an adverse
interest to you provided that it is reasonable for us to act in those
circumstances and that all proper steps are taken by us to ensure that
confidential information about you and your business is safeguarded, protected
and not disclosed including, if appropriate, by the establishment of internal
information barriers at the Firm.
6.
Data Protection and Privacy
If we process
any data in the course of providing our legal services to you, we will do so as
a data controller and in compliance with applicable data protection and privacy
laws (including the European Union General Data Protection Regulation (GDPR)
2016/679, the UK Data Protection Act 2018 and the GDPR, as it forms part of UK
law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (UK
GDPR).
We
will use appropriate technical and organisational measures to protect any such
personal data we may process. The measures we take will be appropriate to the
risk, taking into account the nature, scope, context and purposes of our
processing and the potential risks on the rights and freedoms of natural
persons.
Fieldfisher
utilises Cloud based platforms to deliver some of our services to you. Our data stays within the UK in locations
appropriately certified to handle our information.
If we
receive any enquiry, complaint or other correspondence concerning our
processing (including any request to exercise data protection rights from any
individual who is the subject of personal data we process in the course of
providing services to you) then, where we are permitted by law to do so, we
will discuss such matters with you.
Further
information about how we will process and protect personal data is set out in
our privacy notice, which is available online at https://www.fieldfisher.com/en/privacy-notice
7.
Intellectual Property Rights
We retain all
copyright and other intellectual property rights in all materials and know-how
developed or created by us either before or in the course of carrying out any
work for you, although you may freely distribute copies of these materials
within your own organisation, for the purposes of the matter for which we are
engaged.
8.
Correspondence by e-mail and other electronic
material
Unless
otherwise directed by you, we may correspond by e-mail or other electronic
media. As with any other means of
delivery, this carries with it the risk of inadvertent misdirection or
non-delivery. It is the responsibility
of the recipient to carry out a virus check on any attachments received. As internet communications are capable of
data corruption, we do not accept any responsibility for changes made to such
communications after their despatch. For
this reason it may be inappropriate to rely on advice contained in an e-mail
without obtaining written confirmation of it.
All risks connected with sending commercially sensitive information
relating to your business are borne by you and are not our responsibility. If you do not accept this risk, you should
notify us in writing that e-mail is not an acceptable means of communication
and also make sure that you do not use e-mail to communicate with us.
9.
Outsourcing and file review
Sometimes we
ask other companies or people to undertake document production or to provide
secretarial services for us to ensure that work is done promptly. We will always enter into a
From time to
time, external firms or organisations may conduct audit or quality checks on
our practice. These external firms or
organisations are required to maintain strict confidentiality in relation to
your files.
10.
Financial services and insurance mediation
We are not
authorised under the Financial Services and Markets Act 2000, as amended by the
Financial Services Act 2012 (“the FSMA”) by the Financial Conduct Authority,
(“the FCA”) but we are able in certain circumstances to offer a limited range
of services to clients because we are members of the Law Society. We are regulated by the Law Society,
including in relation to our carrying on any "exempt regulated
activities" under the FSMA. As such,
we are permitted to carry on a limited range of activities relating to
investments where an exemption under the FSMA applies, including regulated
activities which may reasonably be regarded as a necessary part of our legal
services. The scope of our engagement,
however, does not and will not include giving you advice on the merits of
entering into any transaction in investments.
When providing our services we will assume that you have decided, or
will decide, to negotiate and enter into any such transaction solely on the
basis of your own evaluation of the same and any advice which you may receive
from a person authorised under the FSMA.
We will not communicate, either to you or on your behalf to any other
person, any invitation or inducement to engage in investment activity, and
nothing we write or say should be construed as any such invitation or
inducement.
If you have
any problem in respect of such services, please let us know. We will try to resolve any problem quickly
and operate an internal complaints handling system to help us to resolve any
problems. If for any reason we are
unable to resolve the problem between us, you may complain to the Solicitors
Regulation Authority which is the independent regulatory arm of the Law
Society. (The Law Society is our
designated professional body for the purposes of the FSMA). You may also refer matters to the Legal
Ombudsman who deals with complaints against lawyers.
Although not
authorised by the FCA, we are included on the register maintained by it so that
we can carry on what is known as insurance mediation activity, which is broadly
the advising on, selling and administration of insurance contracts. This part of our business, including
arrangements for complaints or redress if something goes wrong, is also
regulated by the Solicitors Regulation Authority. The register can be accessed via the FCA
website at www.fca.gov.uk/register.
11.
Storage of papers and deeds
After
completing the matter, we are entitled to keep all your papers and documents
while money is owing to us. After that
we will return them to you at your request.
We will not destroy documents you ask us to deposit in safe
custody. Otherwise, we reserve the right
to destroy papers seven years after delivery by us of a final bill. This time limit also applies to documents
held in electronic format. We will not,
as a rule, retain paper copies of documents which are also held by us in
scanned form or otherwise electronically unless you request us to or, in our
view, original documentation should be retained despite the availability of
electronic copies.
We will keep
title documents in an appropriate place.
If you subsequently ask us to procure and forward such deeds or other
title documents to yourself or to another firm of solicitors or other person,
in circumstances where we are not instructed to act for you, we will be
entitled to charge a reasonable fee for the time involved in doing so. We may also be obliged to retain papers and
information obtained to meet our obligations in relation to anti-money
laundering as required by law.
12.
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.
13.
Administration
You are
kindly asked to let us know as soon as possible:
- any change of name or address
- any change in billing details
Notification
should be sent to the person responsible for your work.
14.
Consumer Protection
In the event
you contract our services and the contract is deemed to be an off premises
contract as defined by the Consumer Contracts (Information, Cancellation and
Additional Charges) Regulations 2013, you have the right to cancel without
providing any reason or incurring any liability during the cancellation
period. The cancellation period is
fourteen days starting the day after the date that the contract is entered
into. You must inform us of your decision
to cancel the contract by way of a statement (e.g. post, fax or email) confirming
this decision. However, if you have
expressly requested that we start work within the cancellation period (and such
a request must be made by post or by email) you will be responsible for paying
any fees incurred.
15.
Professional and regulatory matters
Fieldfisher is an
international law firm network comprising Fieldfisher LLP which maintains our
offices in London, Birmingham and Manchester together with associated limited
liability partnerships and affiliates which maintain our offices in Belgium, France,
Germany, Luxembourg, Ireland and California.
Fieldfisher LLP is
authorised and regulated by the Solicitors Regulation Authority. Their rules which govern all practice from
our London, Birmingham and Manchester offices and which apply, in part, to our
non-UK offices can be accessed at www.sra.org.uk/rules. Our SRA registration number is 441075.
Fieldfisher LLP is
a limited liability partnership registered in England and Wales with registered
number OC318472. A list of members is
open to inspection at the registered office, Riverbank House, 2 Swan Lane,
London EC4R 3TT. We use the term
“partner” to refer to a member of Fieldfisher LLP, or an employee or consultant
of equivalent standing and qualifications.
Our professional indemnity insurers are QBE UK
Limited, Plantation Place, 30 Fenchurch Street, London EC3M 3BD, Starr
Insurance (Europe) Limited, registered address 4th Floor, 30 Fenchurch Avenue,
London EC3M 5AD, Axis Speciality Europe SE, 4th Floor, Plantation Place South,
60 Great Tower Street, London EC3R 5AZ and Lloyds Syndicate 1967 WRB, 14th
Floor, 52 Lime Street, London EC3M 7AF. The territorial coverage of our policy
is worldwide and substantially exceeds the minimum cover required by our
regulators.
16.
Matters Beyond Reasonable Control
We will not be
liable to you and or another if we fail to meet our obligations due to matters
beyond our reasonable control.
17.
Register of Overseas Entities
If, during
the course of acting for you, you are or any other party in the matter is
required to register as an Overseas Entity in accordance with the Economic
Crime Transparency and Enforcement Act 2022, we are not instructed:
(i)
to make such an application to register you or
the party on the Register of Overseas Entities established and maintained by
Companies House; or
(ii)
verify the information identifying registrable
beneficial owners or any information relating to any such application.
If you
instruct a third party to identify and verify beneficial owners and/or any
other information relating to the application, the third party is solely
responsible for identifying and verifying the beneficial owners and no
liability attaches Fieldfisher.
If you supply
us with information to supply a third party to carry out the necessary due
diligence and verification process, it is your sole responsibility to ensure
the accuracy of that information. In supplying that information we do warrant to
the third party that the information is correct or that we are instructed
(explicitly or impliedly) that it is.
For the avoidance of doubt, in the
event you or any other party engage in discussions with us about the
identification of beneficial owners, any view or opinion expressed by
Fieldfisher does not constitute formal identification or verification and
cannot be relied on by you or any other party.
18.
Assignment/Novation
We agree not to transfer or deal with any rights or obligations
which arise while acting for you without prior written consent.
We reserve
the right to novate our retainer/engagement to a transferee of all or part of
our business. A novation will take
effect on written notice from us so that:
(i)
the transferee will be substituted for us with
effect from the date specified in the notice and we will no longer have any
rights or obligations under the retainer in respect of work performed prior to
that date; and
(ii)
the firm's aggregated liability of us and the
transferee will not exceed the limit of our liability before the novation took
place. We may also transfer or deal with
our rights in any unpaid invoice without notice.
19.
Jurisdiction
Our engagement
will be governed by and construed in accordance with English law. Any disputes or claims arising shall be
subject to the exclusive jurisdiction of the Courts of England and Wales to
which you irrevocably submit, save that, at our election, we may institute
proceedings and pursue a claim for unpaid fees against a client in their local
jurisdiction and Court. We reserve the
express right to seek and recover damages and costs as appropriate.