Terms of Business
The terms on which Thorntons Solicitors have agreed to act as your solicitor are set out below. They should be read together with any accompanying correspondence and are intended to apply to all the work we do for you unless we agree different arrangements with you in writing. Unless otherwise agreed, and subject to the application of our current hourly rates, these Terms of Business apply to any future instructions given by you to us. Although your continuing instructions in this matter will amount to an acceptance of these Terms of Business, it may not be possible for us to start work on your behalf until we have received your signed Acceptance Form.
The following definitions apply throughout these Terms:
“Business Client” a client that is a business, trade or profession
“Consumer Client” a client that is an individual consumer and not (i) a business entity or (ii) engaging with us in connection with that client’s business, trade or profession
“SRA” Solicitors Regulation Authority
“we” or “us” means Thorntons Solicitors
2. Our Aim
We aim to provide all clients with a professional, courteous and efficient service at a fair cost. As part of this approach, we hope that it will be helpful to you to set out in this statement the basis upon which we will provide our professional services. We are committed to promoting equality and diversity.
3. Our Hours of Work
The normal hours of opening at our office are between 9.00 a.m. and 5.00 p.m. Monday to Friday but excluding bank holidays. Messages can be left on our answer phone outside these hours and appointments can be arranged at other times. You can also email us firstname.lastname@example.org
4. Our Responsibilities
Before we begin any piece of work, we will provide to you, in writing, the scope of our services including:
- Name of the person who will be handling your matter and the name of the person supervising your matter and other contacts details that may assist you. We will try to ensure that the same person deals with your work throughout but if this cannot be achieved, we will tell you promptly of any change and why it may be necessary. Before we begin any piece of work, we will write to you setting out our understanding of your instructions. By asking us to act on your behalf, you are giving us the right to take any steps that we think are reasonably required to protect your interests. We will not be responsible for advising you about anything that falls outside the scope of what you have asked us to do.
- An estimate of costs.
- An estimated timescale to complete your matter.
- We will advise you if the third party is not regulated by the Solicitors Regulation Authority (SRA). You will not be able to benefit from the SRA compensation fund if the third party is not regulated by the SRA.
- We will regularly review your matter and communicate progress with you via your preferred method of communication.
5. Employment of Other Professionals
Where it is necessary for other professionals (e.g., barristers, surveyors, valuers and enquiry agents) to assist us with your work, we will not invite them to do so without asking you first. We will advise you on the choice of professional, agree with you who is to be asked to assist and how and when they are to be paid.
6. Your Responsibilities
Throughout your matter you must:
- Provide us with accurate, clear and timely instructions and updates if any new information becomes available or your instructions or objectives change.
- Notify us if your contact details change.
- Notify us immediately if you receive any communication purporting to be from us stating that our bank details have changed.
- We ask that you meet any request for payment on account of our costs or disbursements promptly.
- Where we act for two or more clients jointly, it is on the clear understanding that we are authorised to act on instructions from either, both or any of them. Where we act on behalf of a company, it is on the clear understanding that we are authorised to act on the instructions from any one of the company’s directors.
Sending Funds Securely
We will confirm how you can send funds to us securely and which bank account to use. We will not change bank account details during a transaction. If you have any concerns, please check with us before sending funds.
7. LIMITATIONS OF OUR LIABILITY
Any services provided to you by us are provided on the basis of the limitations and exclusions set out in this paragraph and also paragraphs 12 and 16.
Our liability is limited to £5,000,000 in respect of any claim or claims which you may have against the firm in respect of ‘Any One Claim’. This represents the maximum level of insurance which we currently hold in respect of claims for professional negligence. If when any claim is made, we carry a lower limit of insurance cover, then our liability will be limited in respect of each matter at the lower level.
The following definitions apply:
Any One Claim – all claims against Thorntons Solicitors arising from one act or omission, one series of related acts or omissions, the same act or omission in a series of related matters or similar acts or omissions in a series of related matters; and or all claims against Thorntons Solicitors arising from one matter.
Liability Cap - £5,000,000 Any One Claim.
How do we limit our liability to you?
This matter, and any future work that we do under these Terms of Business, will be subject to the limitations of liability set out above and below unless our Senior Partner Stephen Thornton agrees different terms with you in writing. Our liability is limited to the Liability Cap subject to the following provisions:
We are not liable to you or any third party whether in tort (including negligence or breach of statutory duty) contract, misrepresentation (whether innocent or negligent), restitution or otherwise for:
(i) Claims brought by anyone who is not our client in respect of any negligence or in respect of any breach or non-performance by us of any obligation under these Terms of Business. Nothing in these terms of Business shall confer or purport to confer on any other party the benefit or right to enforce any of these Terms of Business for the purposes of the Contracts (Rights of Third Parties) Act 1999, save as set out below under the heading Claims against our Partners and Staff.
(ii) Any loss of profits or business losses (whether direct or indirect), losses arising in connection with any fine, penalty or losses arising from an award of punitive, exemplary or other non-compensatory damages.
(iii) Any indirect, consequential or special losses of any kind.
(iv) Losses or damages incurred because you have given us inaccurate, incomplete or delayed information or because you have failed to act on the advice that we have given or respond promptly to communications from us.
(v) Any error, damage, loss or omission arising from or connected with the transmission of information between us electronically and your reliance on such information, including but not limited to loss arising as a result of a cyber-attack or other infection of our computer systems caused by circumstances beyond our reasonable control.
(vi) Loss or damage because you have used documents or advice for purposes for which they were not prepared or intended.
(vii) Any loss or damage arising out of any dishonest or fraudulent act on your part or on the part of anyone involved in your matter (other than an opponent).
(viii) Any loss or damage arising out of or connected with us complying with any statutory obligation which we may have or believed requires us to report matters to the applicable authorities under the provisions of anti-money laundering legislation.
(ix) Any loss or damage as a result of any act, omission, fraud, delay, negligence, insolvency or default of any bank, financial institution, clearing or payments system or that of any of the directors, officers, employees, agents or representatives of any bank, financial institution, clearing or payments system.
(x) Any loss (direct or indirect) of or corruption to data.
(xi) Losses (direct or indirect) caused by forces outside of our control.
(xii) Losses (direct or indirect) that were not foreseeable to you and us when this contract was formed.
We do not owe, nor do we accept any duty to any person other than you.
We do not accept any responsibility or liability for any consequences arising from reliance upon our advice by any person other than you.
Neither party may assign a benefit or obligation imposed in these Terms of Business.
Claims against our Partners and Staff
Your contract is with Thorntons Solicitors. No director of a partner firm, officer, employee or consultant or agent will have any personal legal liability for any loss or claim by you or any third party. No advice given, or work done is provided by any such individual.
You agree that you will not bring any claim against any Partner, employee or other person engaged or employed by Thorntons Solicitors in respect of any loss or damage suffered by you and arising out of, or in connection with, our services including the non-performance of, or delay in providing, our services. This does not limit or exclude the liability of Thorntons Solicitors for the acts or omissions of any of its Partners (this term includes a director of one of our limited liability company partners), employees or another person engaged or employed by it. You and we agree that any such Partner, employee or person engaged or employed by Thorntons Solicitors will have the right to enforce this term pursuant to the Contracts (Rights of Third Parties) Act 1999.
What is our liability in relation to death and personal injury?
- Nothing in these Terms of Business shall exclude or restrict our liability in respect of Death or personal injury caused by our negligence;
- Fraud or fraudulent misrepresentation;
- Any losses caused by wilful misconduct or dishonesty;
- Any other losses which cannot be excluded or limited by applicable law.
8. Charges and Expenses
Unless we have agreed a fixed fee with you, our charges will be calculated mainly by reference to the time actually spent by our solicitors and other staff in respect of any work that they do on your behalf. This may include meetings with you and perhaps others; reading, preparing and working on papers; making and receiving telephone calls, emails, faxes and text messages; preparation of any detailed costs estimates and bills; and time necessarily spent travelling away from the office. We also make basic charges for word processing, photocopying and plan copying at fair rates to cover the cost to us of supplying these necessary supporting services. The rates of these charges can be supplied on request at any time. From time to time, we may arrange for some of this work to be carried out by persons not directly employed by us; such work will be charged to you at the hourly rate which would be charged if we had done the work ourselves. If it has been agreed that work will be carried out for a fixed fee, details of that fixed fee will be agreed with you in writing.
Routine letters, emails and other correspondence that we send and routine telephone calls that we make and receive are charged at one tenth of an hour (i.e., a six-minute unit). Other letters, emails and calls are charged according to the time spent.
These hourly rates have to be reviewed periodically to reflect increases in overheads, costs and inflation. Normally the rates are reviewed with effect from 1st April each year. If a review is carried out before this matter has been concluded, we will inform you of any variation in the rate before it takes effect.
Occasionally an additional charge may be payable on your behalf before we incur them and, in some transactions, an additional charge may be made to that calculated on the basis of time spent. This may reflect a percentage of the price for property or other financial benefits. This element reflects the importance of the transaction and the consequent responsibility falling on us.
From time to time, we may have to pay expenses to other people on your behalf. We call these ‘disbursements. These expenses can include, by way of example, court fees and fees for the services of experts. We have no obligation to make these payments unless you provide us with the money for that purpose. Value added tax (VAT) may be payable on these expenses. Our VAT registration number is 914693408. We may ask you for payment in advance to cover the expenses. We will confirm the details of any expenses which we know or believe will be payable on your behalf before we incur them. If, for any reason, a matter does not proceed to completion, we will be entitled to charge you for work done and for expenses incurred. Property sales and purchases which fail to complete often involve as much work as those that reach completion. The person responsible for dealing with your work will explain what charges, if any, will be made in those circumstances.
Where we have agreed a fixed fee or, where an estimate of fees has been given, the agreement or estimate is based on the charge only for the work described in the letter and will be sent to you before we start that work.
9. Payment Arrangements
We normally invoice our fees, charges and expenses when the transaction is completed and/or when a major stage in the transaction is completed. We reserve the right to send interim bills on account of work done on a monthly basis. This helps our cash flow and means that you are aware of the accruing costs. In the unlikely event of any bill or request for payment not being met, we reserve the right to stop acting for you generally or on any particular matter.
Payment is due to us within 30 days of sending you our bill. You can pay us by cheque or by direct bank transfer to the account details set out on our bill. If you do not pay the bill within that time, we reserve the right to charge interest on the bill at 8% per year on a daily basis from the date on which the payment of our bill is due.
We are entitled to retain any money, papers or other property belonging to you which properly came into our possession pending payment of our costs, whether or not the property is acquired in connection with the matter for which the costs were incurred. This is known as a “general lien”. We are not entitled to sell property held under a lien, but we are entitled to hold property, other than money, even if the value of it is more than the amount due to us in respect of costs.
We do not accept payments to us in cash in excess of £300. Payments due to you from us will be made by cheque or bank transfer, but not in cash and will not be made payable to a third party.
10. Other Parties’ Charges and Expenses
In some matters you may be entitled to payment of costs by some other person. It is important that you understand that in these circumstances the other person may not be required to pay all the charges and expenses which you incur with us. You have to pay our charges and expenses in the first instance and any element which can be recovered will be a contribution towards them. The other person will not be liable to pay the VAT element of your costs if you are able to recover the VAT yourself.
11. Client Money & Interest
Where money is received on your behalf it will be held in our client account. We pay interest on monies held by us on your behalf in our client account. The level of interest you can expect to receive, referred to as a payment in lieu of interest earned, will be 0.8% per annum, or on amounts held of £1,000,000 or more, will be 1% per annum. If the amount calculated is less than £75 then no interest will be paid as our administrative costs would exceed this amount. We reserve the right to increase or decrease the payment in lieu of interest rate depending on interest rate changes from our primary bank. Where you obtain borrowing from a lender in a property transaction, we will ask the lender to arrange that the loan cheque is received by us a minimum of 4 working days prior to completion date. If the money can be electronically transferred, we will request that we receive it the day before completion. This will enable us to ensure that the necessary funds are available in time for completion. You need to be aware that the lender may charge interest from the date of issue of the loan cheque or telegraphing the payment to us.
12. Encashment of Investments, Shares or Other Assets
When acting in the administration of the estate of a deceased we are often instructed by the personal representatives (including in some cases where we or a member of our staff are personal representatives) to encash investments, shares or other assets (“Assets”) on behalf of the estate. Whilst we endeavour to act on instructions in a timely manner, we cannot advise as to when it is advisable for Assets to be encashed or sold and will not be responsible for any loss arising on the sale or encashment of any Asset. It should be noted that the value of Assets and any assets linked to the stock market fluctuate daily and within different times of the day.
13. Financial Services and Insurance Contracts
If, while we are acting for you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority. However, as we are regulated by the Solicitors Regulation Authority, we may be able to provide certain limited investment services where these are closely linked to the legal work we are doing for you. We are not authorised by the Financial Conduct Authority (FCA), however we are included on the register maintained by the FCA so that we can advise on the selling and administration of insurance contracts. The register can be accessed via the FCA website at www.fca.org.uk/register
If we recommend or arrange a contract of insurance for your benefit, we will, before the contract is finalised, provide you with a written Demands and Needs Statement that:
- Set out your demands and needs on the basis of the information you have provided to us.
- Where a recommendation has been made, we shall explain the reason for recommending that contract of insurance.
- Reflects the complexity of the contract of insurance being proposed.
- Is accessible and available to you on paper or any other durable medium
You may terminate your instructions to us in writing at any time (please also see Cancellation for Consumers section below if you are a Consumer) but we will be entitled to keep all your papers and documents while there is money owing to us for our charges and expenses. If at any stage you do not wish us to continue doing work and/or incurring charges and expenses on your behalf, you must tell us clearly in writing. If we decide to stop acting for you, for example if you do not pay an interim bill or comply with the request for a payment on account, we will tell you the reason and give you notice in writing.
If you are a Consumer Client you may have the right under The Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel the contract with us without charge within 14 days of conclusion of the contract. However, if we start work before the end of the cancellation period at your express request, you will be required to pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation from the contract, in comparison with the full coverage of the contract. Please refer to the Model Instructions for Cancellation below and the Model Cancellation Form
If you wish us to start work during the cancellation period, please tick the relevant box on the Acceptance Form and return it to us by hand, post or email. We cannot start work during the 14-day cancellation period until we have express authority from you to do so.
15. MODEL INSTRUCTIONS FOR CANCELLATION FOR CONSUMERS
Right to Cancel
You have the right to cancel this contract within 14 days of signing our Acceptance Form without giving any reason, unless you have ticked the box on our Acceptance Form authorising us to start work within the 14-day period.
The cancellation period will expire after 14 days from the date of the conclusion of the contract which is the date you sign our Acceptance Form.
To exercise the right to cancel, you must inform us, Thorntons Solicitors, Rowan House South, Shrewsbury Business Park, Shrewsbury, Shropshire, SY2 6LG, telephone: 01743 341770, fax: 01743 341798, email: email@example.com of your decision to cancel this contract by a clear statement (e.g., a letter sent by post, fax or email). You may use the attached Model cancellation form, but it is not obligatory.
To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Effects of Cancellation
If you cancel this contract during the 14-day cancellation period, we will reimburse to you all payments received from you, unless you have requested us to begin performance of the services during the cancellation period. Please see below.
We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
If you requested us to begin the performance of services during the cancellation period by ticking the relevant box on the Acceptance Form and signing and returning the Acceptance Form to us, you shall pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation from this contract, in comparison with the full coverage of this contract.
Any work that we do for you may involve tax implications or require consideration of tax planning strategies. We may not be qualified to advise you on the tax implications of a transaction that you instruct us to carry out, or the likelihood of them arising. If you have any concerns in this respect, please raise them with us immediately. If we can undertake the research necessary to resolve the issue, we will do so and advise you accordingly. If we cannot, we may be able to identify a source of assistance for you.
If you are buying or selling a business or a company, we will not provide taxation advice and you should ensure that you are separately advised from an accountant or tax adviser.
If you are buying property, we will not advise you on the planning implications of your proposed purchase unless you specifically ask us to do so except to report to you on any relevant information provided in any search carried out for you.
It is not our responsibility to carry out a physical inspection of any property, but if you wish us to do this for any reason, please make a specific request. We shall not advise you on the valuation of property or the suitability of any mortgage or any other financial arrangement. We shall not advise generally on environmental liabilities where we shall assume, unless you tell us to the contrary, that you are making your own arrangements for any appropriate environmental survey or investigations. We may, however, need to obtain on behalf of the lender at your expense an environmental search.
17. Prevention of Money Laundering and Terrorist Financing
Legislation requires us to take steps to assess the risk that clients may be involved in money laundering or the financing of terrorism. We are subject to the Proceeds of Crime Act 2002, the Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and other relevant legislation which require us to obtain evidence of your identity as soon as practicable. ‘Money laundering’ is generally defined as a process by which the proceeds of crime, and the true ownership of those proceeds, are changed so that they appear to come from a legal source. Where we know or suspect that work done for any client involves money laundering, we are required by law to disclose it to the National Crime Agency. If that happens, we will not be able to inform you that a disclosure has been made or of the reasons for it because the law prevents us from doing so. We are entitled to refuse to act for you if you fail to supply appropriate proof of identity for yourself or for any principal whom you may represent.
Forms of Identification
If you are a new client or we have not acted for you in the last 12 months, we require photographic evidence and proof of your name and address. Documents acceptable include:
List A (evidence of name and date of birth)
- A valid full Passport
- A valid HM Forces identity card with the signatory's photograph
- A valid UK photocard driving licence
- Firearms certificate
- State pension or benefit book
- HM Revenue and Customs self-assessment statement or tax demand
List B (evidence of address)
- Home visit
- Electoral roll check
- Recent bank/building society statement (less than 3 months old)
- Utility/council tax bill less than 3 months old (excluding Sky or mobile phone statements)
- Mortgage Statement (less than 3 months old)
- Current driving licence (not if used in List A)
- Local council rent card or tenancy agreement
It is our policy to undertake an electronic search to confirm and verify your identity and where you are a limited company or limited liability partnership the identity of some or all of your directors, shareholders and partners (dependent upon the size of your company) as the case may be and dependent upon the complexity of the matter. This is in addition to the requirement for you to provide evidence of identity in the form of documentation such as a passport or driving licence. The electronic search involves checking identity information provided by you (and if applicable, your officers) by reference to different databases via a third party or parties.
When acting for a Company, we are required by law to obtain proof of its address including registered office, and company number. We are also required to undertake a search at Companies House against the Company. We will undertake electronic checks online.
We would ask that you do not send any money to us unless and until we have expressly asked you to do so.
We will also require you to confirm the source of any money you have sent to us or money sent to us by a third party.
We may also require the above documentation for any other person giving instructions or contributing funds on your matter.
If you do not supply such documents to us within a reasonable period of time of instructing us, we reserve the right to suspend or terminate our relationship with you.
18. Data Protection and Privacy
The identity information you give to us may be disclosed to a credit reference or fraud prevention agency which may keep a record of that information and such credit reference or fraud prevention agency may disclose the fact that a search of its records was made to its other customers for the purposes of assessing the risk of giving credit, to prevent fraud and to trace debtors.
Where we are working with other professional advisers on your matter, we shall assume (unless you tell us otherwise) that you are happy for us to share confidential information in relation to your matter with these advisers subject to an obligation that they also keep this information confidential.
We may disclose your file to The Law Society, the Solicitors Regulation Authority (SRA) or any other regulator or to our insurers or professional advisers in the event of your making a claim or complaint against us. We may also disclose your file to external organisations such as external assessors for quality and audit purposes and we assume that you consent to us doing so unless you expressly tell us otherwise.
We will aim to communicate with you in any way that you reasonably request. We may need to virus check electronic storage media or email. Unless you withdraw consent, we will communicate with others when appropriate by email or fax, but we cannot be responsible for the security of correspondence and documents sent by email or fax.
The General Data Protection Regulation requires us to advise you that your particulars are held on our database. Our Data Protection Officer is Emily Parker. If you wish to make a subject access request regarding the personal data that we hold regarding you, please contact Emily Parker in writing at Thorntons Solicitors, Rowan House South, Shrewsbury Business Park Shrewsbury SY2 6LG or by email on firstname.lastname@example.org FAO Emily Parker or telephone us on 01743 341770. Other than as provided above we shall not disclose confidential information to any other party unless authorised by you to do so or where we are required to do so by law. We may, from time to time, use these details to send you information that we think might be of interest to you. Please let us know if you do not want us to do so.
19. Storage of Deeds and Documents
After completing the work, we are entitled to keep all your papers and documents while there is money owing to us for our charges and expenses. In addition, we will keep your file of papers for you in storage for not less than 6 years or 12 years if our work comprised any deeds. After that, storage is on the clear understanding that we have the right to destroy it and any electronic or scanned documents after such period as we consider reasonable. No charge will be made for this service. We will not of course destroy documents such as Wills, Deeds, and other securities, which you ask us to hold in safe custody. We may make a charge for storing documents for you and this will be advised to you in writing.
lf, we retrieve papers or documents from storage in relation to continuing or new instructions to advise you, we will not normally charge for the retrieval. However, we may make a charge based on time spent at the junior executive hourly rate for producing stored papers or documents to you or another at your request. We may also charge for copying, reading, correspondence or other work necessary to comply with your instructions.
20. Complaints Procedure
Our aim is to offer all our clients an efficient and effective service at all times. We hope that you will be pleased with the work we do for you. However, should there be any aspect of our service with which you are unhappy, please raise your concern initially with the person acting for you. If it is not resolved to your satisfaction and you wish to raise a formal complaint, please contact Gina Leighton-Jones in writing at Thorntons Solicitors, Rowan House South, Shrewsbury Business Park, Shrewsbury, SY2 6LG or by email on email@example.com . Please refer to our Complaints Procedure or alternatively contact us to request a copy. We have eight weeks in which to consider your complaint. If we are unable to resolve your concern, you have the right to refer the matter to the Legal Ombudsman who will investigate your concerns. The Ombudsman’s office can be contacted on telephone: 0300 555 0333 or email: firstname.lastname@example.org or in writing at Legal Ombudsman, PO Box 6806, Wolverhampton, WV1 9WJ. The Ombudsman is unlikely to deal with issues where more than 6 months have elapsed since receiving a final written response from us about your complaint.
21. Speaking to your lender
If we are also acting for your proposed lender in a property transaction, we have a duty to make full disclosure to the mortgagee of all relevant facts relating to you, your purchase and mortgage. That will include disclosure of any discrepancies between the mortgage application and information provided to us during the transaction and any cashback payments or discount schemes which a seller is providing you. If a conflict of interests arises, we must cease to act for you in this matter.
Sometimes conflicts may arise between your interests and the interests of another client of the practice or another person connected with the practice during the course of an engagement. If a conflict does arise, we will discuss this with you. Professional conduct regulations may require us to stop acting for you on that particular matter and we reserve the right to act on behalf of another client (and not for you) on a transaction in which you are an interested party.
To assist with detecting potential conflicts, you should tell us of anyone connected with the matter and whether, to your knowledge, you are aware of anything which may affect our ability to give impartial advice or may lead to a conflict arising.
As solicitors, we are obliged to fulfil any undertaking we may give in the course of our work for you. Where you instruct us to give an undertaking and we act on your instructions, you agree that:
- you will not withdraw or change your instructions to us in relation to the undertaking; and
- you will do everything you can to ensure that we are able to fulfil the undertaking.
24. English Law
Unless specifically agreed in writing by us on each occasion we can only advise on English jurisdiction, law and procedure (this covers England and Wales but not Scotland, Northern Ireland, the Republic of Ireland, the Isle of Man or the Channel islands). If the matter involves issues of non-English jurisdiction, law or procedure, subject to your agreement, we shall engage lawyers qualified in the relevant country to provide specific advice on those aspects.
25. Applicable Law
Any dispute or legal issue arising from our terms of business will be determined by the law of England and Wales, and considered exclusively by the English and Welsh courts.
We are authorised and regulated by the Solicitors Regulation Authority. A copy of their handbook can be obtained from their website at www.sra.org.uk.