Terms & Conditions
FLETCHER HIXON LIMITED
TERMS OF ENGAGEMENT
References in these Terms of Business (Terms) to we/us shall mean Fletcher Hixon Limited.
Fletcher Hixon Limited is authorised and regulated by the Solicitors Regulation Authority (“SRA”) as a Recognised Body under reference 8012840.
1. Fletcher Hixon Limited
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1.1 These terms of engagement apply to the services we, Fletcher Hixon Limited (“FHL”), provide to you, our client, except to the extent otherwise agreed in writing.
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1.2 Your contract is with FHL and not with any director, partner, employee, consultant of, or any person connected with FHL.
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1.3 Any advice given to you (or other work done for you) by a director, employee or consultant of FHL is given (or done) by that person on behalf of FHL and not in his or her individual capacity and no such person assumes any personal responsibility to you for the advice or other work.
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1.4 You agree that you will not bring any claim in connection with advice or services provided to you, whether on the basis of contract, in tort (including, without limitation, negligence), breach of statutory duty or otherwise against any Director, employee or consultant of FHL, but this will not limit or exclude the liability of FHL (subject to the terms set out in clause 11 of these Terms) for the acts or omissions of its Directors, employees, or consultants.
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1.5 This clause 1 is intended to benefit FHL and such Directors, employees, or consultants who may enforce this clause pursuant to the Contracts (Rights of Third Parties) Act 1999. Notwithstanding any benefits or rights conferred by these Terms on any third party by virtue of the Contracts (Rights of Third Parties) Act 1999, we may vary or rescind these Terms without any third party’s consent in accordance with clause 22.11.
2. Your relationship with us
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2.1 We will send you:
a. an engagement letter, for an individual matter;
b. a notice of retainer; or
c. a similar document:
confirming our instruction, as applicable (each an "engagement letter") specifying, amongst other things, the scope of our work, our charges, the involvement of any third-party experts (defined in clause 13.4 below) and any other relevant information. Each engagement letter will specifically incorporate these Terms. You will be asked to sign and return a copy of our engagement letter to confirm your agreement to the terms of our retainer. In the event of you instructing us having received our engagement letter but having not signed and returned a copy to us, you will be deemed, by instructing us, to have accepted our engagement letter and these Terms and will be bound by them.
2.2 A Responsible Director will be appointed for every FHL client. Your Responsible Director is responsible for ensuring that every aspect of the service provided to you by us is of the highest possible quality and meets the standards of service and performance you are entitled to expec
2.3 The day-to-day conduct of your business will be assigned to the person inside FHL believed to be most appropriate to handle it, subject wherever necessary, to the supervision of the Responsible Director (if different), taking into account factors such as the nature of that business and its value. The name and status of any person with day-to-day conduct of your business, when known at the outset of your matter, and the name of the Responsible Director, will be set out in our engagement letter.
2.4 All, or part, of the performance of the day to day conduct of your work may be delegated, or transferred entirely within FHL, if circumstances require it, to another FHL person, in which case we will notify you as soon as is reasonably practicable of the name and status of that person and of any change to the name and status of the Responsible Director.
3. Charges
3.1 Charges for work carried out for you by us will be fair and reasonable.
3.2 Unless otherwise agreed, our charges are, in accordance with guidelines laid down for Solicitors, determined by reference to a number of factors, the most significant of which is the time spent on the matter. This includes, but is not limited to, time spent travelling, unless otherwise agreed with you, and time spent on routine correspondence, as well as making and receiving telephone calls.
3.3 In addition to our charges, we may incur expenses (disbursements) from time to time covering (amongst other things) Counsels’ fees, third party experts’ fees, courier charges, enquiry agents’ charges, property search and enquiry fees, Court fees, valuation fees, company law agents’ fees, company search fees and travel expenses. We will generally request payment on account from you for the estimated cost of such disbursements before we incur the disbursement cost on your behalf, and will settle the disbursement cost at the appropriate time on your behalf. Any such payment shall not be held in a separate client account. Alternatively, should we incur such disbursement costs on your behalf without having your funds on account, we will incorporate these disbursement costs in our next bill to you or we will send a separate Disbursement Only invoice to you. In every case you are liable to reimburse us on demand for disbursement costs.
3.4 We may also recover from you other miscellaneous charges, not incorporated within our hourly rates, representing:
a. charges for the photocopying and production of papers and documents and postage.;
b. car travel incurred on your behalf at our current rate per mile;
c. other travel costs (for example rail and air tickets) in the amounts invoiced to, or incurred by, us;
d. secretarial overtime in relation to urgent matters requiring our support staff to work after our normal business hours; and
e. Professional Indemnity top up premiums should you require cover over and above the otherwise applicable limit of indemnity of our insurance referred to in clause 11 below.
3.5 Unless otherwise agreed, your liability for our charges and disbursements, calculated on the above basis, commences from the moment that we are instructed and covers the initial advice that we may give as well as any subsequent work that we carry out pursuant to that advice.
3.6 At your request we will provide regular updates on the amount of our charges and disbursements at appropriate stages during the continuance of your matter.
3.7 The method of charging/charging rates applicable to your matter will be agreed with you in advance and confirmed in writing by your Responsible Director or the person having day to day responsibility for your work. All charges and some disbursements are subject to VAT (where applicable).
3.8 Any rates agreed with you will be subject to an annual review and any changes will be notified to you in advance.
3.9 Any quotations given are given on the assumption that the matter is not unusually urgent, complicated, or time consuming, except where the quotation may expressly cover such matters and is signed by a FHL Director.
3.10 If we agree to act for you on a basis where the amount of our charges is determined by the outcome then this will be the subject of a separate written agreement. Where there is any difference or conflict between the terms of such written agreement and these Terms then these Terms shall prevail.
3.11 To the extent that there is no separate agreement between us with regard to such charges, we reserve the right to charge for costs incurred in complying with any statutory, professional or regulatory provisions in relation to the work we do for you, or incurred in connection with our acting for you, including, but not limited to, the Money Laundering Provisions (as defined in clause 10 below).
3.12 In the event that we stop acting for you on whatever basis in accordance with the provisions of clause 9 below, unless otherwise agreed, you will be liable, as set out in this clause, for all charges and disbursements incurred up to the point that we stop acting for you, despite the fact that we may not have completed what we were instructed to do. You will also be liable for such further charges or disbursements which we may unavoidably be required to incur (for example, in litigation we may have to apply to the Court for a Court Order removing us from the Court’s record as acting on your behalf or we may have to take steps to seek to protect your position until you have been able to make other arrangements). We may also charge you (at our standard rate) for the cost of extracting files or data and delivering the same to you, other than for the delivery of personal data to data subjects in accordance with our statutory obligations.
4. Bills
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4.1 We will send you our bills via email, unless otherwise agreed.
4.2 Bills rendered by us will clearly show the work being charged for.
4.3 If we are instructed by more than one person in respect of the same matter, liability for our charges, disbursements and VAT is shared between those persons on a joint and several basis so that we may recover from any one or more of those persons individually or together the full amount of our charges, disbursements and VAT notwithstanding any agreement which may be reached between those persons.
4.4 Where a matter or transaction is carried out through a company, limited partnership, limited liability partnership or other corporate vehicle established, or to be established, for that purpose, the directors, partners or members of that corporate vehicle (as applicable) will remain jointly and severally responsible for payment of our fees and outlays in connection with that matter or the transaction in question. Where we are asked to invoice that entity and agree to do so, if the invoice has not been settled in full we may cancel the amount outstanding and invoice that amount plus accrued interest to any of the aforementioned directors, partners or members.
4.5 Unless otherwise agreed, we will submit interim bills from time to time, at intervals determined by ourselves, or agreed with you. All such bills will be regarded as final bills for the work done to the date referred to in the bill, unless otherwise specified at the time.
4.7 Unless specific terms of payment have been agreed, bills, whether interim or final and covering all items including our charges, any disbursements, VAT (where applicable) and/or any other fees, expenses or taxes, should be settled upon receipt. Interest may be charged on bills that are not paid on time at 3% above the Bank of England base rate from time to time after one calendar month has elapsed from the date of the bill until payment.
4.8 You may be required to make payments of anticipated charges and disbursements in certain circumstances. These are known as payments on account. We are not obliged to instruct third parties until a payment on account of their estimated disbursement is received by us.
4.9 In particular, we have the right to request payment for work before it is commenced and to suspend or terminate all or any part of your instructions to us and any work done for you, without further obligation to you, in the event that any such request for a payment on account or any bill remains unpaid. This right can be exercised by us in relation either to the matter on which the particular request or bill remains unpaid or any or all other matters, whether or not amounts remain unpaid in respect of such other matters.
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4.10 In addition to any right that we may have at law, we are also permitted to retain your files or any of your papers or property or sums held by us on your behalf until all monies due from, or payable by you to us (whether billed or unbilled) have been paid provided that this does not prejudice your rights. This is known as a lien. We will advise you if we decide to exercise a lien.
4.11 If you wish to query your bill please see clause 7 (Queries).
5. Costs Payable by and to Other Parties
5.1 It is important to remember that, notwithstanding any agreement reached with, or the liability of, someone else in relation to costs (for example pursuant to a Court Order), it is your primary responsibility to pay our charges and disbursements in respect of any matter which we handle for you.
5.2 The fact that a Court Order for costs may be made in your favour is no guarantee that such costs can be recovered from your opponent who may not be in a position to make payment whether in whole or in part.
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5.3 In Court proceedings where judgment is obtained in default, only nominal fixed costs can be recovered. These will only partly reimburse you for the costs which you have to pay us but the balance of our charges, disbursements and VAT will still be payable by you.
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5.4 Unless only fixed costs are payable, the amount of costs recoverable from other persons in Court proceedings is entirely at the discretion of the Court and tends to be recoverable at a lower rate than that charged by us to you. This will mean that, if any costs are recoverable at all, only a proportion will be recoverable, and the balance will be payable by you.
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5.5 Any payment made by, or recoverable from, another party in respect of our charges, disbursements or VAT does not release you from the obligation to make such payment in the event that the payment made by that person is dishonoured, not made as promised, or is repayable for whatever reason.
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5.6 If costs are payable by someone else, then we may charge you for any steps which have to be taken to seek to recover those costs from that person, either on the basis set out in these Terms, or as otherwise agreed.
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5.7 In litigation matters, if you are unsuccessful, either in relation to a specific application, or upon final conclusion of the proceedings, you may be ordered to pay your opponent’s costs. In that event, we may have to request an immediate payment to cover any such costs.
6. Cash Payments, Use of Client Account and Source of Monies paid to us
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6.1 Please note that:
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a. FHL does not operate a Client Account.
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b. We do not accept cash amounts of any value in payment for any invoice, or any sum, due from you to us, or payable in relation to any matter.
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c. Where you pay monies to FHL in satisfaction of a disbursement that FHL shall settle on your behalf, FHL shall be entitled to retain that payment within its general bank account with CLYDESDALE BANK PLC TRADING AS VIRGIN MONEY and you acknowledge and agree that such funds are not required to be held within a designated Client Account in accordance with the SRA Accounts Rules.
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d. FHL will not accept payment of any funds from you by any method unless such sum is payment in respect of an invoice issued by FHL for our fees or a disbursement.
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e. we are required to satisfy ourselves of the source of any money which you pay us and/or the means by which those funds were generated. We require a minimum of 14 days in which to do so unless, in our sole discretion, we agree to accept shorter notice. We therefore require you at the outset of any transaction to identify the precise source of any funds which you will be paying to us to complete the transaction. We need to know the details of the account from which it is to be paid and may also require proof of the original source of the money or the means by which those funds were generated. If we do not receive 14 days’ notice of the source of the funds and/or details as to the means by which the funds were generated, or if the money comes from a source other than that which you have previously identified or, in any event, if we are unable to satisfy ourselves as to the original source of the money or the means by which the money was generated, we may decline to proceed within the expected timescales or at all and we shall not be liable for any losses caused by this.
7. Queries
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7.1 If you wish to query a bill please let us know as soon as possible. You should first raise your issue with the Responsible Director. If you are unable to resolve your issue, please refer to our Complaints Procedure (further details are included in clause 18 below). The Complaints Procedure provides you with full details on how to escalate your issue.
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7.2 You may also have the right to object to the bill by applying to the court in England and Wales for an assessment. This assessment is under Part III of the Solicitors Act 1974. You may wish to seek independent legal advice before making any such application.
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7.3 The Legal Ombudsman may not deal with a complaint about a bill raised in England and Wales if you have applied to the court for an assessment of that bill. You should refer to our Complaints Procedure for further information about how to contact the Legal Ombudsman.
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7.4 If all or part of a bill remains unpaid, we may be entitled to charge interest. You should refer to clause 4.6 for further information about the rate of interest payable on an unpaid bill.
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8. Interest and Commissions
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8.1 If we hold money on your behalf, we will account to you for interest earned on it in accordance with the law.
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8.2 In the event that commission or a referral fee is received by us from a financial institution, brokers or from others, we will notify you of details of that commission or referral fee and of the amount of the commission or referral fee, or how it is calculated.
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9. Termination
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9.1 You may terminate your instructions to us, i.e. request that we stop acting for you, at any time but such termination is not effective until we have received written confirmation from you of such termination.
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9.2 In the event of termination, you are responsible for any charges, disbursements, VAT (where applicable) or other fees, expenses or taxes incurred, as set out in clause 3 above.
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9.3 We are subject to the rules of professional responsibility, which list the types of conduct or circumstances that require or allow us to suspend or stop representing a client. We may suspend or stop acting for you for reasons consistent with the applicable rules of professional responsibility and applicable laws and regulations by which we are bound. We may therefore decide to suspend or to stop acting for you on any matter if we have good reason, for example, and without limitation:
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a. where you do not pay our bill or you do not pay money we have requested on account;
b. if you fail to give us proper instructions;
if we believe that it would be inappropriate to continue to act for you;
c. if we believe that what you require us to do is unreasonable;
d. where you do not accept our reasonable advice;
e. where you give instructions to us which are inconsistent with law or regulation including, without limitation, where we have advised you that your instructions are inconsistent with law or regulation; and/or
f. if acting for you or continuing to act for you, would result or be likely to result in us being in breach of any of our professional, regulatory or legal obligations or responsibilities.
9.4 We will give you reasonable notice if we intend to suspend, or stop, acting for you, unless we are precluded from doing so by law. The precise length of notice will depend on the circumstances.
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9.5 We also have the right to stop acting for you (whether on a permanent or temporary basis) if you do not provide satisfactory evidence of your identity under clause 10.3 below, or if we are otherwise required, or deem it appropriate, in our absolute discretion, to stop acting for you (whether permanently or temporarily) by virtue of compliance with our obligations referred to within clause 10 below (which, in certain circumstances, we are required and/or entitled to do so without giving you any written or other notice and/or giving reasons for doing so).
9.6 If you or we decide that we shall no longer act for you, you agree to pay in full our outstanding fees, costs, disbursements, VAT and other charges, including those not yet billed and those in connection with an orderly transition of your matter.
10. Money Laundering
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10.1 We will conduct such checks as are reasonably necessary to comply with all applicable laws and regulations, including identity verification, anti-money laundering and sanctions checks.
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10.2 Under various UK and European enactments and regulations, we are under mandatory and sometimes complex obligations which require us to assist the relevant authorities in eradicating the laundering of the proceeds of crime and tax evasion. This process is known as Money Laundering. The various UK and European enactments and regulations are subject to periodic re-enactment, amendment and revision and we are required to comply with whatever provisions are in force from time to time (the Money Laundering Provisions) and are subject to potential criminal and/or civil sanctions and liabilities in the event of non-compliance.
10.3 In particular, to enable us to comply with our obligations under the Money Laundering Provisions, whether or not you are a new client, before we can accept instructions from you, or at any time after we have been instructed, we may require you to supply us with satisfactory evidence of your identity, or if a company, other documents, for example, details of the registered office of the company; confirmation of the registered number of the company; and evidence of the identity of the principal person who exercises management and control over the company. This will also require us to ask you questions about yourself, about the source of any income, past or present, or how you acquired property or funds or how a particular business, trust, or company, which we are asked to advise, is operated or funded, or even about the ultimate beneficial ownership of a company, trust or other legal entity.
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10.4 Where, with reference to our obligations under the Money Laundering Provisions, we have any doubts about the funding of a transaction by any third party or the legitimacy of any matter or transaction, then we reserve the right to delay progress or completion until we have satisfied ourselves of the identity of that third party or the legitimacy of the matter or transaction, and, without prejudice to any other limitation of liability contained in these Terms, we will not be liable for any loss caused by such delay, unless such delay is caused by our negligence.
10.5 Under the Money Laundering Provisions we are also, in some cases, required to report to the relevant authorities, suspicions which we may have that a matter in which we are or are asked to become involved in is related, or being used, to facilitate Money Laundering, as it is defined in the Proceeds of Crime Act 2002, or other relevant legislation, or if we suspect that you, or any party involved in the transaction or matter, is engaged in Money Laundering. By instructing us you thereby expressly authorise us to comply with the Money Laundering Provisions, including, but not limited to, notifying any relevant authorities of the matter in which we are or are asked to become involved, if we suspect that Money Laundering is, has, or may be taking place, or otherwise come under an obligation to so notify any relevant authorities.
10.6 In the event that we make a report to the relevant authorities, we shall be under no obligation to advise you that such a report has been made, because, in doing so, we may potentially incur criminal and/or civil sanctions and liabilities, and shall be entitled to stop acting for you in relation to the transaction or matter pending the provision of permission to us from the relevant authorities to continue acting for you (if applicable).
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10.7 We may from time to time use electronic databases to enable us to verify information you have given to us to enable us to fulfil our obligations under the Money Laundering Provisions.
11. Limitations on our Liability
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11.1 Nothing in these Terms shall exclude, restrict or prevent action in respect of any liability arising from (i) fraud; (ii) dishonesty, (iii) reckless disregard of professional obligations; (iv) death or personal injury caused by negligence; or (v) other liabilities which cannot lawfully be limited or excluded.
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11.2 The provisions of this clause 11 shall be subject to the SRA Standards and Regulations and the SRA Code of Conduct for Firms 2019 in respect of practice from England and Wales, or any other similar requirements in force at the relevant time. The SRA Standards and Regulations and SRA Code of Conduct for Firms 2019 can be accessed via the SRA website at https://www.sra.org.uk/solicitors/standards-regulations/
11.3 Nothing in these Terms shall operate to exclude our liability below the minimum level of cover (Minimum Cover Amount) required by the SRA Indemnity Insurance Rules for a policy of qualifying insurance.
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11.4 Subject at all times to clauses 11.1 and 11.2 above, and unless specifically agreed in writing by an FHL Director to the contrary in relation to any particular matter, with regard to any liability which we would otherwise have to you, or any third party, in respect of all loss or damage claimed, or any costs incurred, on whatever basis claimed (whether in contract, tort or otherwise), we:
a. exclude any liability of whatever nature arising as a direct or indirect consequence of our compliance in good faith with any of our statutory, professional or regulatory obligations including, without limitation, under the Money Laundering Provisions; and
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b. exclude all liability, whether in contract, tort (including negligence), breach of statutory duty, contract, misrepresentation or otherwise for:
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1. loss of profit, loss of revenue, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated savings and/or loss of data, each whether direct, special, indirect or consequential; and
2. all special, indirect or consequential loss howsoever arising; and
c. limit our maximum liability to £3,000,000 (including interest and costs) for any one claim or for claims arising out of:
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1. the same matter or transaction;
2. the same act or omission;
3. a series of related acts or omissions;
4. the same act or omission in a series of related matters or transactions; and/or
5. similar acts or omissions in a series of related matters or transactions.
d. If we are jointly or jointly and severally liable to you with any other party, whether or not you in fact claim against another party, subject at all times to clauses 11.1 and 11.2 above:
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i. we shall only be liable to pay you the proportion which is found to be fairly and reasonably due to our fault; and
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ii. we shall not be liable to pay you the proportion which is due to the fault of another party or for which another party would otherwise be liable.
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e. Subject at all times to clauses 11.1 and 11.2 above, any sum due from us to you shall be reduced by the proportion for which another party would have been found liable if either:
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1. you had also brought proceedings or made a claim against them, or
2. we had brought proceedings or made a claim against them under the Civil Liability (Contribution) Act 1978 or any similar enactment under any other relevant jurisdiction.
f. Without prejudice to any exclusion or limitation of liability contained in these Terms, and subject to clauses 11.1 and 11.2 above, any statutory limitation period set out in the Limitation Act 1980 and any legal or professional restriction on excluding or limiting liability, any claim made against us must be notified to us in writing within 2 years of when you become aware, or ought reasonably to have become aware, of the circumstances giving rise to such a claim failing which all liability will be excluded.
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g. Without prejudice to any other exclusion or limitation on liability and subject to clauses 11.1 and 11.2 above, we exclude all liability for any loss or damage, whether direct or indirect, caused by any communication, whether by post, fax or email, being misdirected or intercepted by third parties where such misdirection or interception is not a result of our negligence.
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h. Any exclusion of, or limitation on, our liability contained in these Terms shall apply to work done under these Terms and any future work unless we agree different terms with you.
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i. Without prejudice to reliance on clause 11 above, and subject to clauses 11.1 and 11.2 above, any such exclusions of, or limits on, liability contained in these Terms are intended to benefit any Directors, partners, employees or consultants of FHL against whom you may seek to claim, on any ground whatsoever.
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j. If any part of these Terms which seeks to limit or exclude liability is found by a court to be void or ineffective on the grounds that it is unreasonable or does not accord with any professional obligation, or otherwise, the remaining provisions shall continue to be effective.
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12. The Financial Services and Markets Act 2000 (FSMA)
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12.1 Certain services, such as advice on investments or insurance products (including after the event legal expenses insurance), advice on, or representation with regard to, your liability under consumer credit or consumer hire agreements or debt collection activity in relation to such agreements, are regulated by FSMA (Regulated Activities or, individually, a Regulated Activity). A complete list of these services is set out in FSMA and The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (the RAO).
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12.2 Whilst we are not authorised by the Financial Conduct Authority (the FCA) we can, where the Regulated Activity is incidental to, and part of, other legal work we are doing for you (but which is not itself a Regulated Activity), provide certain limited services which would otherwise be Regulated Activities (Incidental Regulated Activities). This may, for example, include giving advice on legal expenses insurance policies. In relation to general insurance, we are included on the register maintained by the FCA so that we can carry out insurance mediation activity, which is broadly advising on, selling and the administration of insurance contracts. The register for insurance mediation activity can be accessed via the FCA website at https://register.fca.org.uk/
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12.3 If, in relation to any matter, you need advice on other Regulated Activities, we may have to refer you to someone who is authorised by the FCA. However, for some Regulated Activities, we may be prohibited by FSMA from making such referrals and, if that is the case, we will advise you accordingly.
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12.4 In England and Wales, Incidental Regulated Activities are regulated by the SRA.
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12.5 In England and Wales, the Legal Ombudsman is an independent complaints handling body with responsibility for the investigation of complaints about the adequacy of legal services, as well as Incidental Regulated Activities, provided by solicitors in England and Wales.
13. Communication & Data Protection
13.1 We will communicate with you by the most appropriate means. This may be by letter, telephone, portals, digital conferencing, instant messaging or email. In relation to email and other web-based applications, we would ask you to note that the internet is less secure than other communications media and is susceptible to both error as to destination and delay and emails and other digital communications can sometimes fall into the hands of third parties. Your attention is drawn to the terms of clause 11(g).
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13.2 During the course of your instruction, you may share personal data with us so that we can perform our services. Unless otherwise agreed with you in our engagement letter, we will be an independent controller of that personal data as we will determine the purpose and means of processing it. In this regard, we will comply with all applicable data protection legislation and standards including the Data Protection Act 2018, the General Data Protection Regulation (UK GDPR), the EU General Data Protection Regulation 2016/679 (EU GDPR), and any subsequent national supplementing and/or replacement/equivalent legislation (collectively the Data Protection Laws). In this clause, personal data, controller and processor have the same meanings as set out in the Data Protection Laws.
13.3 You warrant that all personal data you share with us has been and shall be collected lawfully and that you shall take, where necessary to comply with the Data Protection Laws, such steps to ensure that there is a lawful basis for us to process it.
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13.4 By instructing us, you consent to us sharing information received from you as a client with any other person instructed, including, without limitation, barristers, medical experts, tracing agents, Notaries Public, apostilling and legalisation agencies and translators (“third-party experts”), on the understanding that each entity will maintain confidentiality to the same standard expected of us as a law firm. If your information contains personal data, it will be protected, its confidentiality upheld and we will comply with all our obligations under the Data Protection Laws with regard to this data sharing.
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13.5 In some circumstances, we may process special categories of personal data about you, in which case we take particular care to only process that data in accordance with strict legal parameters. Special categories of personal data may include information about an individual's health, racial or ethnic origin, trade union membership and/or sexual orientation.
13.6 We will process your personal data in accordance with the terms of our Privacy Notice, which can be found here: PRIVACY POLICY
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13.7 In order to best facilitate our services to you, we may store some of your data (including personal data) using cloud technologies managed by our third-party service providers. We have agreements in place with those third-party service providers, and we require them to operate and conduct themselves in a way that is consistent with our legal and ethical obligations. We also employ technical and organisational measures to protect the confidentiality and security of any data (including personal data) shared with our third-party service providers.
14. Group Activities, Subcontracting and Outsourcing
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14.1 We may outsource to third-parties, both within our jurisdiction and in alternative jurisdictions, certain of our administrative functions and processes. These administrative functions and processes may include, without limitation, document production, data entry activity, finance and billing, recoveries management, IT support and services, document and information storage, archiving services, waste disposal services, client development activities, internal marketing activities and the administration and management of our Anti-Money Laundering, conflict and Client Management databases (“administrative functions”). Should the performance of those outsourced administrative functions involve the disclosure of any of your confidential information, we will ensure that such disclosure is protected by the receiving party to a level at least equivalent to our own obligations of confidentiality, and on this basis you consent to such disclosure for those purposes.
14.2 Where we subcontract all or any of our rights and/or obligations to any third party (a “subcontractor”) as permitted under clause 14.1 above:
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14.3 we shall remain responsible for the acts and omissions of the subcontractor as if they were acts and omissions of FHL; and
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14.4 in accordance with Part 2.3 of the SRA Code of Conduct for Firms, we retain responsibility and liability for such subcontractor's involvement in your matter.
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14.5 This means that for all activities subcontracted to a subcontractor, your recourse to the SRA in respect of our activities remains the same (including your statutory rights of complaint), and you retain access to FHL's professional indemnity insurance and, where relevant, the right to complain to the Legal Ombudsman.
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14.6 Where your instructions require the assistance a subcontractor which may be located in alternative jurisdictions, you may be asked to enter into a direct engagement with them, like this one, reflecting their professional terms.
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14.7 The subcontracting of work and/or outsourcing of administrative functions may, in certain circumstances, affect legal professional privilege. If we believe in any instance this may occur, we will advise you by way of your engagement letter, or, in any event before any subcontracting or outsourcing takes place, and obtain your consent to that process.
15. Confidentiality & Publicity
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15.1 We will keep information you provide to us during the course of our engagement confidential. You agree, and hereby consent, that we may disclose any such confidential information to:
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a. our professional indemnity insurers and our auditors;
b. Associated Firms to whom we refer your work;
c. third party experts whom we instruct on your behalf; and/or
d. other selected third parties to whom we outsource administrative functions, as further outlined in clause 14.1 above.
15.2 Where such disclosures occur, the receiving party may be bound by existing professional obligations of confidentiality or may be contractually bound by us to a standard at least equivalent to our own obligations of confidentiality, in order to ensure the protection of your confidential information.
15.3 We may sometimes have to disclose your confidential information to the courts under court order and/or to regulatory authorities under rules of law or professional conduct including (without limitation) to the SRA, FCA and the Information Commissioner's Office. If so, we would, where permissible and practical, inform you of the request or requirement to disclose.
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15.4 You agree to cooperate with us in the preparation of press releases, case study documents and other publicity material regarding your award of business to FHL. This may include the fact of our acting for you, and the general context, but further information comprising the content of such materials will be agreed in writing between us (acting reasonably) prior to release. Also, to the extent that it is already in the public domain that we have been instructed by you and the nature of the matter on which you have instructed us, we may disclose that information in our marketing materials to prospective clients, to publishers of legal directories and disclose anonymised information to international ranking institutes.
16. File Retention
16.1 Subject to these Terms, and to some exceptions (details of which can be provided upon request), the file which relates to your matter belongs to you. We keep your file in accordance with our internal retention procedures, which are determined by our legal, regulatory and professional obligations, and in accordance with good practice. These retention periods differ, depending upon the nature of the information we hold and the reason why it is being held, and are subject to change. At the end of the retention period for your file, we will destroy it, unless you have requested that we retain it for longer or return the file to you. Please contact your Responsible Director if you require more details regarding our retention periods or require a copy of our retention policy.
17. Ethics & Integrity
17.1 We act at all times in accordance with the highest professional, ethical and business standards, and we expect you to act in like manner in all your dealings with us. We do not tolerate bribery or corruption in any form. You agree not to expect or request any conduct from us that might bring our name, image or reputation into disrepute or compromise our integrity. You and your employees and agents will also refrain from any practices involving bribery or any other corrupt activities, and you confirm that you have taken or will take internal steps or procedures designed to ensure that the risk of corruption and bribery during the course of our relationship is eliminated.
18. Complaints
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18.1 If you feel you have not received a proper service from us, you should initially contact the Responsible Director.
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18.2 If the problem cannot be resolved informally then the matter will be dealt with under our Complaints Procedure. For full details on how to escalate any complaint you have, please refer to our Complaints Procedure which you can fine here: COMPLAINTS
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19. Intellectual Property
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19.1 We will retain copyright, intellectual property and other proprietary rights ownership in all documents and materials prepared by us during the course of providing you with our services. However, you are entitled to make use of those documents for the purposes for which we provide them to you and, in this regard, we grant you a non-exclusive, non-transferable licence to use such documents and materials in order to receive the benefit of our services.
20. Non-Solicitation
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20.1 You undertake that for the period during which FHL acts or provides advice in relation to any matter and for a period of months after the completion of the last matter upon which we have been instructed by you, you will not:
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20.2 solicit or entice away (or assist anyone else in doing so) any member of our professional staff with whom you or any of your employees have had dealings in connection with any matter during the 12 months immediately prior to your approach; or
20.3 employ any such person or engage them in any way to provide services to you whether independently or as a partner, employee or consultant of any other firm or company. This undertaking shall not apply in respect of any member of our staff who, without having been previously approached directly or indirectly by you, responds to an advertisement placed by you or on your behalf.
21. Client Monies
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21.1 Any monies received by us or on our behalf from you or on your behalf in connection with any matter shall be at your risk until applied by us in accordance with your instructions and/or the terms of our retainer, any undertaking given by us in connection with the particular matter, or in satisfaction of any costs, fees, disbursements or VAT due from you to us.
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21.2 We shall not be responsible for any loss or damage arising from failure, refusal or inability of any bank or other financial institution to repay all or any part of such monies at any time or from their insolvency or failure, or the failure in or of the banking or inter-bank systems. In such circumstances it may not be possible to complete any matter in accordance with the terms of our retainer.
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21.3 Nothing in this clause shall limit our liability for loss or damage arising out of our reckless disregard of professional obligations, fraud or other liabilities which cannot lawfully be restricted or excluded nor for loss occasioned by our negligence, subject always to the limitation on such liability in clause 11 above.
22. General
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22.1 Unless you obtain our prior written consent, on terms to be agreed, the advice provided and the work carried out by us in relation to any matter is intended to be relied on only by you and by no other person.
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22.2 Save as provided in clause 1 and in relation to Directors, partners, employees, and consultants who may rely on the limits and/or exclusions of liability contained in these Terms, a person who is not a party to the terms of our engagement shall have no right to enforce or rely on any of its terms, including under the Contracts (Rights of Third Parties) Act 1999. Subject to clause 22.1, and except as expressly provided in any data transfer documents, we shall have no liability to any parties except you in respect of our work.
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22.3 We will only advise on English jurisdiction, law and procedure (this covers England and Wales). 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.
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22.4 Any matter upon which we act for you may give rise to tax and/or accountancy implications. We do not provide any tax or accountancy advice nor undertake to advise you on any such tax implications. We would therefore expect your accountants/tax advisers to deal with all issues relating to tax and accounting arising in respect of or in connection with the particular matter and your tax and accounting matters generally. The responsibility for instructing your accountants/tax advisers will, unless otherwise agreed in writing, be yours.
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22.5 Any advice provided by us will be based and dependent upon the instructions, information and documentation supplied by you and those people whom you have specified will instruct us on your behalf. We will not be responsible for any consequences which may arise from a delay or failure by you, or them, to give us the instructions, information and documentation which we require.
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22.6 We are obliged to advise you to consider whether the expected results of our involvement will justify the costs that will be incurred and, in appropriate cases, on the risks of not achieving those results; however, we cannot advise on the merits of any transaction that you may be entering into; for example, we cannot advise on whether a property or business you are buying is worth what you are paying. In particular, you will remain responsible for any commercial decisions you make.
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22.7 Any failure by us to pursue our legal rights or any relaxation of any of them shall not be taken as a waiver or compromise of any such rights.
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22.8 Except where the context otherwise requires, each of these Terms shall be regarded as independent of every other term so that if any such term or the application of any such term to any person or to any circumstance is found to be invalid or unenforceable, then such finding will not affect any other term or the application of such term to any other person or circumstance.
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22.9 These Terms shall be governed by and interpreted in accordance with English law and any claim arising out of any matter we handle for you shall be subject to the exclusive jurisdiction of the English Courts (save in relation to the enforcement of any judgment obtained by us against you). You irrevocably waive any right you may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum or to claim that those Courts do not have jurisdiction.
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22.10 In any circumstances where these Terms place us in conflict with our professional and regulatory obligations, including (without limitation) those under the SRA Code of Conduct for Firms 2019 (or any replacement or successor code regulating the practices of solicitors), we shall at all times comply with such obligations and in this regard our professional and regulatory obligations shall take precedence over the provisions of these Terms.
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22.11 We may, in our discretion, make changes to these Terms at any time and from time to time. Please go to OUR TERMS for the latest copy of these terms. We will inform you in writing should we make any changes to these Terms that we reasonably consider might significantly impact your rights or obligations.
22.12 Without prejudice to clause 14, we may also transfer, assign or novate the benefit and/or the burden of your engagement to any third party, including (without limitation) in circumstances where we might restructure our business, transfer all or part of our business to another business and/or merge with another business. By continuing to instruct us, you agree to any such future transfer, assignment or novation.
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22.13 The following documents constitute the entire agreement between us:
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a. any engagement letter (including any data transfer terms relating to them, which may take precedence over the engagement letter);
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b. these Terms and any changes to them in accordance with clause 22.11; and
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c. any amendments or supplements to any of the foregoing agreed by us from time to time. Subject at all times to clause 22.10, in the event of any conflict between the terms of any of the foregoing documents, they shall have the same order of priority in which they appear above, subject to any amendments referred to in sub-clause (c) of this clause.
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Version 1 – Approved January 2026