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CONTENTS

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Summary
1.   The purpose of this document Provides details about Nelsons and outlines the obligations between us and explains the terms of your binding legal contract with us.  Also, explains how you accept these terms.
2.   When do these Terms of Business apply? Tells you that they apply to your current matter and to any future matters unless you withdraw your instructions.
3.   Your right to cancel this contract Outlines certain rights you may have if you are a private individual to cancel our services if requested other than in person at our offices.
4.   Nelsons’ people Gives you information about the person or people acting for you and about the partner with overall responsibility for your matter.
5.   Equality and diversity Explains our commitment to promoting equality and diversity in all of our dealings.
6.   Communication Confirms that email is our usual form of communication and explains general arrangements.
7.   Fees and expenses Gives you information about how we calculate our fees and what we are entitled to spend on your behalf.
8.   Payment of our bills Tells you when and how you pay, the consequences of not paying including our right to retain your documents and property, and your rights if you dispute our bills.
9.   Money we hold on your behalf Provides details of the statutory protection of funds and explains that our professional rules require us to pay you interest on some balances of money held for you.
10.               Commissions Explains we have a professional obligation to disclose and account to you for any commissions.
11.               Litigation matters Outlines important rules and obligations imposed on both you and us by court rules in litigation matters.
12.               Termination of our contract Outlines that you can terminate your instructions and we may suspend or cease working for you.
13.               Conflicts of interest Explains what we will do if the interests of another client conflict with your interests.
14.               Storage of documents, deeds and other property Tells you what we will do with documents, deeds and other property held for you once your matter is concluded.
15.               Regulation and complaints Tells you about our Regulators and what you can do if you feel there have been any shortcomings in our service or any misconduct.
16.               Subcontractors, outsourcing, external auditing and due diligence Outlines the circumstances where we might employ external people or organisations to be involved in your matter.
17.               Professional indemnity insurance Tells you how to find out details of our insurance cover.
18.               Limitations on our liability Informs you of the limits to the amount we will pay you if things go wrong and the time limits within which you should make a claim.
19.               Confidentiality and data protection Outlines the circumstances in which we can share your personal details with others and gives us the right to use outside contractors for some aspects of ensuring your matter is dealt with efficiently and to comply with the law.
20.               Proceeds of crime and money laundering Outlines duties imposed on us by law to help reduce crime including our right to breach your right to confidentiality.
21.               Governing law and disputes England & Wales.

1. The purpose of this document

1.1 We will:

1.1.1 Act in your best interests and keep your business confidential;

1.1.2 Communicate with you in plain language;

1.1.3 Identify at the start of your matter the legal, financial and/or investment management work which may be required together with your objectives and keep it under review with you on a regular basis throughout the life of your matter;

1.1.4 Advise you of any circumstances and risks of which we are aware or which we consider to be reasonably foreseeable that could affect the outcome of your matter including any relevant changes to the law during the lifetime of your matter;

1.1.5 Advise you of the methods of funding which might be available to you;

1.1.6 Seek to provide clear advice, balancing the likely costs and risks with the likely benefits in working to achieve your objectives;

1.1.7 Ensure that you understand the likely degree of financial risk which you will be taking on;

1.1.8 Keep you regularly informed of the fees and expenses on your matter and progress or, if there is none, when you are next likely to hear from us;

1.1.9 Deal promptly with any queries which you may have.

1.2 In return, we ask that you:

1.2.1 Co-operate with us;

1.2.2 Give us clear, timely and accurate instructions;

1.2.3 Safeguard any documents including electronic documents which are likely to be required during the conduct of your matter;

1.2.4 Provide in a timely manner all documentation required to deal with your matter;

1.2.5 In litigation matters, co-operate with barristers and experts and attend court or tribunal hearings as required;

1.2.6 Maintain responsibility for your own commercial decisions and have regard to the restrictions of the scope of our work;

1.2.7 Do not ask us to work in an improper or unreasonable way;

1.2.8 Do not deliberately mislead us.

1.3 Your contract with us

1.3.1 These Terms of Business (which also incorporate the contents of our Engagement Letter) form the contract between us. If there is a conflict between these Terms of Business and the Engagement Letter, the terms of the Engagement Letter will prevail. These Terms of Business supersede any previous arrangement with you.

1.3.2 To confirm your acceptance, please reply from your usual email address making sure both the Terms of Business and Engagement Letter are attached. We will accept that email as your acceptance of our Terms of Business.

1.3.3 Unless advised otherwise we will assume that we are authorised to accept instructions from any person whom we reasonably believe to have authority to give instructions to us (this will include in the case of a body corporate, any of its directors, officers or employees) and that we may act on instructions provided verbally.

1.3.4 You are contracting only with Nelsons Solicitors Limited, a limited company, registered in England & Wales (Reg No: 07219010) whose registered office is at Pennine House, 8 Stanford Street, Nottingham, NG1 7BQ (VAT Reg No: 385 184 329).

1.3.5 Nelsons Solicitors Limited is a wholly-owned subsidiary of Nelsonslaw LLP which, under the terms of an exclusive services agreement, provides legal, financial and investment management services to Nelsons Solicitors Limited.

1.3.6 Both Nelsons Solicitors Limited (SRA ID: 536939) and Nelsonslaw LLP (SRA ID: 569619) are authorised and regulated by the Solicitors Regulation Authority (SRA).

1.3.7 Nelsons Solicitors Limited (FCA ID: 523173) is also authorised and regulated by the Financial Conduct Authority (FCA).

1.3.8 We use the word “partner” to refer to a member of Nelsonslaw LLP and/or a director of Nelsons Solicitors Limited and its use in connection with the business of Nelsons Solicitors Limited should not be construed as an indication that any member or director carries on business in partnership with any other member or director within the meaning of the Partnership Act 1890.

1.3.9 Nobody at Nelsons is authorised to alter these Terms of Business other than with the express permission of the Chief Executive (or appointee) in writing.

1.3.10 In the event that you fail to return the Terms of Business and Engagement Letter in accordance with paragraph 1.3.2 but you accept them verbally, or by post, email, fax, SMS text message or via our websites, or instruct us to proceed, even where we have commenced work, we reserve the right to delay working on your matter until we have received formal acceptance as required by paragraph 1.3.2. In any of those events, you will remain liable to pay for the services undertaken by us.

2. When do these Terms of Business apply?

2.1 Subject to any variation agreed between us, these Terms of Business will apply to any instructions for this matter and any new or separate matter received from you in the future.

2.2 Unless you withdraw your instructions in writing immediately upon receipt of these Terms of Business you will be deemed to have accepted them as applying to your current instructions and any which may arise on this or any separate matter or matters in the future.

3. Your right to cancel this contract

3.1 Where you have not attended our offices in person for an initial meeting but instead you have requested our services by telephone, post, email, fax, SMS text message or via our websites or at your home, place of work or the home of another, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the Regulations) (which apply only to private individuals acting outside the course of their business) give you the right to cancel your instructions to us for any reason within fourteen (14) days commencing on the day after your instructions were given without any charge being made by us. This right does not apply to any provision of financial or investment management services.

3.2 We will not start the supply of our services, to which rights of cancellation apply, within the cancellation period referred to in paragraph 3.1 unless you confirm to us your instructions to do so in writing. Our services will then commence immediately upon our acknowledgement of your instructions. This does not affect your right to cancel but if you do subsequently exercise your right to cancel we will be entitled to charge you for the services we have provided up to and including the date of receipt of your cancellation.

3.3 The Regulations state that we should complete the work on your matter within thirty (30) days of the date of these Terms of Business or within a longer period if you agree. In most cases it will be impossible for us to complete your matter within thirty (30) days.  By accepting these Terms of Business you agree that the work will take longer than thirty (30) days if necessary.

3.4 If you wish to cancel your instructions you MUST DO SO IN WRITING delivered or sent (which may be by email to professionalstandardsteam@nelsonslaw.co.uk) to Chief Executive, Nelsons Solicitors Limited, Pennine House, 8 Stanford Street, Nottingham, NG1 7BQ. You may use the cancellation form at the end of these Terms of Business but you do not have to.

3.5 Any written cancellation by you of your instructions will be deemed to have been served as soon as it is given, posted or sent electronically.

4. Nelsons’ people

4.1 At the beginning of your matter, you will be informed of the name and status of the person or people working for you, and the name of the partner with overall responsibility for your matter.

4.2 It may be necessary for us to allocate your matter to a person or people other than those named. This could be from time to time or permanently due to illness, people leaving Nelsons, the nature of the work required or for other reasons.  You will normally be notified in advance if your matter is permanently assigned to another person.

5. Equality and diversity

5.1 We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. We will not discriminate in the way in which we provide our services on the grounds of sex (including gender reassignment), marital status, sexual orientation, disability, race, colour, religion, age, nationality or ethnic or national origins.

5.2 We are happy to make reasonable adjustments to the services which we provide to assist clients and third parties. Please speak to the partner with overall responsibility for your matter if you would like any adjustments.

6. Communication

6.1 To enable us to communicate with you effectively throughout the life of your matter you agree to provide us with details within seven (7) days of any changes to your name, address, email address or telephone numbers.

6.2 We will use whatever mode of communication appears to us to be appropriate in the circumstances. This will normally be email unless you confirm to us in writing that you do not want us to do so.

6.3 Communication by SMS text message will only be effective with our prior agreement.

6.4 You acknowledge and agree that:-

6.4.1 It is not always possible for us to provide an immediate response to emails or SMS text messages;

6.4.2 Any email or SMS text message received from your email address or telephone number has been sent with your authority and you consent to us monitoring all such communications from you;

6.4.3 There are risks with using electronic communications including the risk of viruses, interception and unauthorised access. We shall not be responsible for any loss or damage arising from the transmission of any virus or the interception and unauthorised access of electronic communications including attachments to the extent that this is not within our reasonable control.

7. Fees and expenses

7.1 We apply a range of methods for calculating the price for our services depending on the nature of your matter.

7.2 Because we cannot always know in advance precisely what work is going to be involved, we give you the best guidance possible about the likely overall cost at the beginning of your matter and at intervals while your matter proceeds.

7.3 Where we are instructed to act for more than one person or entity, each of those persons or entities has joint and several liability for payment of all sums referred to in this paragraph 7.

7.4 Normal Charge Basis

7.4.1 Our fees for most services are calculated on the basis of time spent multiplied by the relevant hourly rates of the people involved. The initial hourly rates for this matter are set out in our Engagement Letter.

7.4.2 The hourly rates are specific to your matter and reflect the seniority and expertise of our people and may also reflect the value of the transaction, its complexity, the degree of responsibility involved and the need to work excessive or unsociable hours or at unusual speed.

7.4.3 Our hourly rates are subject to periodic review, normally on an annual basis. If as a result of our review, we revise our hourly rates, we will notify you of any changes. The revised rates will take effect from the date you are notified of them or as otherwise agreed with you.

7.4.4 Our fees cover all the time we spend in relation to your matter including, but not limited to, opening a file, meeting with you and others (including others from Nelsons), preparing and considering documents, reading, preparing advice, preparing and receiving letters, emails, faxes and SMS text messages, making and receiving telephone calls, instructing and attending upon barristers, experts and agents, travelling and waiting and any other activity necessary to progress your matter.

7.4.5 Work on your matter is recorded in units of six (6) minutes. Short letters and emails received and sent and short telephone calls received and made are each recorded as one (1) unit.

7.4.6 We may, as a precondition of implementing your instructions, both at the start and throughout your matter, request from you payments in advance and on account of fees and expenses.

7.4.7 Unless otherwise specifically agreed with you at the beginning of your matter, our fees and expenses will be payable whether or not the matter is successfully concluded or the transaction completed.

7.4.8 We may provide you with fee estimates from time to time in relation to your matter. Such estimates can only ever provide guidance as to the likely legal costs and the final fees and expenses may exceed any estimate.

7.5 Funding by third parties

7.5.1 If the fees and expenses you incur with us can be fully or partly financed by a third party, you agree that because our contract is with you, we reserve the right to require you to fund your matter on a Normal Charge Basis (see paragraph 7.4).

7.6 Legal Aid

7.6.1 If your matter is financed fully or partly by publicly funded Legal Aid, terms and conditions may differ according to the type of Legal Aid which applies. If applicable, full details are contained in our Engagement Letter and in Legal Aid authority forms and guidance sent to you from time to time during your matter.

7.7 Alternative funding/risk sharing arrangements

7.7.1 If we are conducting your matter pursuant to a contingent fee, a conditional fee or a damages based agreement, additional terms are included in our Engagement Letter or in a separate written agreement which will be explained to you and signed by you separately. Such an agreement will only displace those parts of these Terms of Business which are inconsistent with it.

7.8 Free initial consultations

7.8.1 Unless otherwise specifically agreed, we do not offer free initial consultations.

7.8.2 Where we do, the purpose is only to enable us to obtain sufficient information to advise you whether or not it is worth you entering into a binding contract with us for the provision to you of legal, financial and/or investment management services.

7.8.3 Any work undertaken by us following a free initial consultation is chargeable on the Normal Charge Basis (see paragraph 7.4).

7.9 Fixed price

7.9.1 Where we provide you with a fixed price, this is the sum you will pay unless any circumstances arise of which we were unaware or could not reasonably have been expected to anticipate when the price was fixed. In those circumstances, or where the matter does not proceed for any reason, our Normal Charge Basis (see paragraph 7.4) will apply to the value of actual work undertaken.

7.9.2 For a matter where a fixed price has been given but there is an unexpected delay in completion of the work we reserve the right to ask for a payment on account to reflect the work actually carried out.

7.9.3 For a matter where a fixed price has been given but which does not proceed, we will charge you for the fees and expenses incurred up to the point we cease acting. The charges will not exceed the fixed figure quoted.

7.10 Value Added Tax (VAT)

7.10.1 Unless we specifically state otherwise, none of our hourly rates, estimates, fixed fees or charges include VAT which will be charged at the rate prevailing at the time of the provision of our services.

7.11 Expenses

7.11.1 Unless we specifically state otherwise, none of our hourly rates, estimates, fixed fees or charges include expenses.

7.11.2 By instructing us, you give us authority to incur and pay expenses for the proper progress of your matter. Examples of expenses include the cost of travel, search fees, court fees, barristers’ fees, experts’ fees, agents’ fees, any cost required to verify your identity or otherwise comply with any regulatory requirement and the cost of any other service we believe to be reasonably required.

7.11.3 At our discretion, we are entitled to charge for photocopying, courier services, faxes, postal charges or telephone charges. We also reserve the right to charge for specific bank transaction costs.

7.11.4 Where we commission third parties to assist with your matter (e.g. barristers, experts or agents) we will be acting as your agent in securing their services and, unless otherwise agreed in writing, their contracts for the provision of services will be with you directly. You will be responsible for payment of their fees plus VAT whether you are invoiced by them directly or their cost is shown on our bills as an expense.

7.12 Fees and expenses of other parties or prosecuting authorities

7.12.1 Sometimes you may be required to pay the fees and expenses of another person or body involved in your matter. These are payable in addition to your own fees and expenses.

8. Payment of our bills

8.1 We are entitled to deliver interim bills to you before the conclusion of your matter. Any interim bills will either be interim bills on account (which may not include all the work incurred during the period covered by the bill and which may be adjusted when we deliver our final statute bill) or interim statute bills (which are self-contained and complete final bills for the period of work to which they relate).  You have the right to challenge any interim statute bill and any final statute bill by applying to the court to assess the bill under Part III of the Solicitors Act 1974.  The process and time limits for this are explained on the reverse of each bill.

8.2 Payment of all bills is due within seven (7) days of delivery of our bill to you.

8.3 Where our work relates to a corporate or property transaction, a bill may be raised and delivered to you following the making of a binding contract and payment required prior to completion of the contract or transaction. We reserve the right not to complete the contract or transaction until the clearance at our bank of the amount due which will include any sums which we are contractually bound to pay to others and we accept no liability for any loss arising from delay in the clearance of funds which is not attributable to us.

8.4 A bill is delivered if it is:-

8.4.1 Delivered to you or the party to be charged personally;

8.4.2 Delivered to you or that party by being sent by post to, or left at, your place of business, dwelling-house or last known place of abode; or

8.4.3 Delivered to you or that party:-

8.4.3.1 By means of an electronic communication; or

8.4.3.2 By other means but in a form that nevertheless requires the use of apparatus to render it intelligible.

8.4.4 You are deemed to have accepted delivery of a bill sent in the form and manner described in paragraph 8.4.3 by use of any email address provided by you to us during the course of your instructions to us.

8.5 We do not accept payments in cash exceeding One Thousand Pounds Sterling (£1,000). We do accept payment by bank transfer, debit and credit card, cheque, banker’s draft, bankers automated clearing services transfer (BACS) and telegraphic transfer.

8.6 Money held by us will be taken in payment or part payment of our bills within seven (7) days of the date of the bill unless that money is held, in our discretion, for any other purpose.

8.7 We are entitled to treat your acceptance of these Terms of Business as your specific additional authority for any future debit or credit card transactions with us. In particular, in appropriate cases, we are entitled to take any sums validly due and payable to us from your debit or credit card account.

8.8 Because of our terms of business with debit and credit card providers, we normally decline payments due to third parties made by debit or credit card.

8.9 Any failure by you to pay any sum required on account, or to pay any bill within seven (7) days of delivery, entitles us, on giving you reasonable notice, either not to start or to stop work on your matter and to stop implementing your instructions until payment in full is received. You agree that we are not responsible for any loss resulting from such inactivity. Failure to pay any such sums also entitles us, at our discretion, to terminate our contract with you (see paragraph 12).

8.10 In addition to the provisions of paragraph 8.6, if we are holding any money, documents or other property on your behalf, whether in relation to this or any other matter, we shall be entitled to deduct what is due to us from that money or to retain any property or documents until payment is made.

8.11 Under Article 5 of the Solicitors (Non-Contentious Business) Remuneration Order 2009 and under these Terms of Business, where payment of part or all of a bill is not made by deduction or otherwise within seven (7) days, interest may be charged at 4% over the base rate applicable from time to time of Barclays Bank plc from the date of delivery of each bill until the date of payment.

8.12 If it is necessary for us to take any collection action against you for non-payment of our fees and expenses, the entire cost of investigating and taking appropriate action together with any additional expenses will be chargeable to you on our Normal Charge Basis (see paragraph 7.4).

8.13 Your acceptance of these Terms of Business also signifies your agreement that you are liable to pay our charges and expenses at the rates agreed with you and not as limited by s74(3) of the Solicitors Act 1974, and not by reference to any of the principles concerning fees and expenses laid out in the Civil Procedure Rules (CPR) (see paragraph 11).

9. Money we hold on your behalf

9.1 We hold most client monies in Barclays Bank plc which is regulated by the FCA and the Prudential Regulation Authority. We are not liable for any losses you suffer as a result of Barclays Bank plc being unable to repay depositors in full.  However, if you are a private individual or small business, you may be protected by the Financial Services Compensation Scheme (FSCS).

9.2 The FSCS is the UK’s statutory fund of last resort for customers of banking institutions and it can pay compensation of up to Eighty Five Thousand Pounds Sterling (£85,000) if a bank is unable, or likely to be unable, to pay claims against it. The limit is Eighty Five Thousand Pounds Sterling (£85,000) per banking institution.  If you hold other personal money in the same banking institution as our client accounts, the limit remains Eighty Five Thousand Pounds Sterling (£85,000) in total.  Some banking institutions have several brands.  The compensation limit is Eighty Five Thousand Pounds Sterling (£85,000) per institution, not per brand.  In the unlikely event of a deposit-taking institution failure, we will presume (unless we hear from you in writing to the contrary) that we have your consent to disclose necessary client details to the FSCS.  If you are concerned, you should check with your banking institution, the FCA or a financial advisor for more information.

9.3 The FSCS also provides up to One Million Pounds Sterling (£1 million) of short-term protection for certain high balances (e.g. relating to property transactions, inheritance, divorce or dissolution of a civil partnership, unfair dismissal, redundancy and personal injury compensation) (there is no financial limit on protection for personal injury compensation)). This is called the temporary high balance scheme and, if it applies, protection lasts for a maximum of six (6) months. The temporary high balance scheme will apply to qualifying balances held in our client accounts.

9.4 In the event that we hold a balance of money on your behalf, and despite efforts to trace you, we are unable to do so, we reserve the right to allocate that sum to a charity having complied with the SRA Accounts Rules and/or any similar regulations so far as they apply to untraced client balances.

9.5 We will usually pay money due to you by an electronic funds transfer (e.g. via the clearing house automated payment system (CHAPS)). Whatever payment method is used we do not accept any liability for any losses arising in respect of any interception, appropriation, misuse or delay in receipt.

9.6 Interest will be paid to you on certain balances in accordance with our Interest Policy which is available on application. Interest will be calculated at a rate no higher than you could obtain from time to time on the exact sum held on your behalf and subject to the same conditions as apply to us from Barclays Bank plc.  The period for which interest will be paid will normally run from the date on which funds are cleared by us until the date of issue of any transfer.

10. Commissions

10.1 We will disclose and agree with you entitlement to any commissions which might arise.

11. Litigation matters

11.1 Civil Procedure Rules (CPR)

11.1.1 All court proceedings are governed by the CPR. These can be found on the Ministry of Justice website.

11.1.2 At the heart of the CPR is the overriding objective of enabling the court to deal with cases justly and at proportionate cost.

11.1.3 As officers of the court, we owe a duty to the court which can override our duty to you.

11.2 Pre-action dispute management and exploring settlement

11.2.1 In some types of case, such as professional negligence, construction & engineering and defamation, there is a specific pre-action protocol. However, where there is no specific protocol which applies, the CPR includes a general protocol on pre-action conduct which all parties are encouraged to follow.  Where parties act unreasonably, or commence court proceedings without complying with the pre-action protocol, the court may apply sanctions which can include staying the proceedings or making a costs order against a defaulting party.

11.2.2 Whilst we will from time to time, and as appropriate, raise with you the possibility of settlement, you have primary responsibility for protecting yourself against such financial penalties.

11.3 Statements of truth

11.3.1 The contents of many documents which are prepared for the purposes of court proceedings must be verified by a statement of truth.

11.3.2 By signing a statement of truth, you are telling the court that you have an honest belief that the facts stated in the document are true. Proceedings for contempt of court may be brought against you if you make, or cause to be made, a false statement in a document verified by a statement of truth without an honest belief in its truth.  The penalties for contempt of court can be severe including a fine or imprisonment.

11.3.3 Where you authorise us to sign a statement of truth on your behalf, we will certify only that the facts stated are true and under no circumstances will we certify them as being true within our knowledge.

11.3.4 If you are a body corporate, your instructions will act as your authority to any person giving us those instructions on your behalf to make statements of truth on your behalf.

11.3.5 You agree to indemnify us and keep us indemnified against all costs, orders for costs, claims, demands, liabilities and legal and/or other professional costs arising out of or in connection with our signing a statement of truth on your behalf.

11.4 Disclosure and the duty to preserve documents

11.4.1 The process of disclosure requires you, on an ongoing basis, to list all of the documents and copy documents which are or have been in your control which are relevant to the case and which exist or which have existed even if they have been destroyed or are no longer in your possession.

11.4.2 A “document” is anything in which information of any description is recorded. This includes traditional paper-based documents such as letters, memos, notes, personal diaries, accounts, bank statements, board minutes, spreadsheets and photographs.  However, it also includes audio and visual recordings and electronic information held on computer systems including servers and back-up systems and other electronic media such as mobile phones and tablets.  This means that disclosure must be provided of emails, other electronic communications such as SMS text messages, databases and even electronic documents that have been deleted.  Additional information stored and associated with electronic documents known as “metadata” also falls within the definition.

11.4.3 As soon as litigation is contemplated, you are required to take steps to ensure that all relevant documents are preserved and not destroyed. You should ensure that all your document destruction policies are suspended.  You will be asked to confirm to the court what steps you have taken to preserve electronic documents.

11.4.4 It is a condition of our acting in your matter that you will let us have all the documents relating to your matter as we may from time to time require you to produce.

11.4.5 In the event that you fail to comply with any such requirement, we may suspend or cease working for you (see paragraph 12), and you will be liable to pay our fees and expenses (see paragraph 7).

11.5 Attendance at meetings/hearings and complying with the requirements of the court

11.5.1 From time to time, you may be required to attend meetings or court or tribunal hearings arranged in connection with your matter, or to take certain steps or produce written or other materials relating to your matter. Failure to comply may result in your matter being stopped or some financial penalty being imposed on you by the court.

11.5.2 In the event that you fail to comply with any such requirement, we may suspend or cease working for you (see paragraph 12), and you will be liable to pay our fees and expenses (see paragraph 7).

11.6 Costs recoverability

11.6.1 If your dispute is resolved without court proceedings being issued, the general rule is that any fees and expenses you have incurred are not recoverable from your opponent unless agreed as part of a negotiated settlement.

11.6.2 Once proceedings have been served, the court has the power to order parties to litigation to pay the fees and expenses of their opponent (costs order). Costs orders can be made during and/or at the end of proceedings.

11.6.3 In very general terms, if you are successful, you can expect to recover some of your fees and expenses from your opponent. This may be as part of a settlement and/or as a result of a costs order.  The actual amount of the fees and expenses which can be recovered may be fixed, agreed between the parties or decided by the court via assessment proceedings.

11.6.4 There are rules which apply to the recoverability of fees and expenses including rules as to reasonableness and proportionality as well as other factors. Due to the way in which these rules operate, it is extremely unlikely that you will recover the full amount of your fees and expenses from your opponent.

11.6.5 A costs order in your favour against another party does not affect the fact that you are primarily responsible for the payment of our fees and expenses.

11.6.6 If the court makes a costs order and the paying party fails to make payment, the court can apply sanctions such as imposing a financial penalty or preventing further participation in the proceedings. The party entitled to receive the payment may also seek to enforce the costs order and may ultimately pursue bankruptcy or insolvency proceedings.

11.6.7 In the event that a costs order is made against you and you fail to make payment, we may suspend or cease working for you (see paragraph 12), and you will be liable to pay our fees and expenses (see paragraph 7).

12. Termination of our contract

12.1 You may bring our contractual relationship with you to an end in respect of any matter at any time by providing reasonable notice in writing.

12.2 We may, on giving you reasonable notice, suspend or end our contractual relationship with you in respect of any matter but only for good reason which includes where:-

12.2.1 You fail to co-operate or provide adequate instructions;

12.2.2 There is a conflict of interests;

12.2.3 You instruct us to take or co-operate in any action which is illegal or would put us in breach of our professional obligations;

12.2.4 There is a credit risk to us which includes your failure to make payment of any sums referred to in paragraphs 7 and 8 and/or your insolvency;

12.2.5 There is a breakdown of mutual trust and confidence between us.

13. Conflicts of interest

13.1 We must not act for you where there is an actual or significant risk of a conflict with the interests of another client for whom we are already acting. We have procedures in place to ensure that conflict checks are carried out on your matter as soon as practicable so that if an issue does arise we can discuss it with you with a view to agreeing how the situation can be resolved.

13.2 In a case where there is a potential conflict of interests between you and another client that is obvious at the outset we will, where appropriate, seek consent from you and the other client to act and tell you what will happen if an actual conflict arises.

13.3 If you are aware of a possible conflict of interests, please raise it with us immediately.

14. Storage of documents, deeds and other property

14.1 We operate electronic document management systems. When we receive hard copy correspondence or documents we save them in electronic form. The hard copy will then after a period of one (1) month be confidentially destroyed except in certain circumstances where we have determined that the hard copy should be retained. In those circumstances, we can at our discretion retain the hard copy document, return it to the sender or send it to you for safe-keeping.

14.2 We provide storage for important documents such as wills, deeds and other securities and will not normally charge you for that storage, although we reserve the right to do so in an appropriate case.

14.3 We may require you to take custody of documents, deeds and other property and, if you fail to do so, we may destroy them and charge you for the cost of their destruction.

14.4 At the conclusion of your matter, we will usually return your documents and other property to you. Any documentation that we retain will be kept, for such period as we deem appropriate, following which it may be destroyed at our discretion. Your acceptance of our Terms of Business permits us to retain your documents in whatever format we deem appropriate (e.g. paper documents can be retained in electronic format and the originals destroyed where appropriate).

14.5 We reserve the right to charge you for the time and cost spent producing to you stored documents that are requested by you, reading, corresponding or other work necessary to comply with your request in relation to the retrieved documents.

15. Regulation and complaints

15.1 If at any time you become unhappy with the service which we provide to you please immediately tell the partner with overall responsibility for your matter so that we can do our best to resolve any concern for you. If the problem is not resolved, you have the right to make a formal complaint which please send to our Director of Professional Standards at professionalstandardsteam@nelsonslaw.co.uk or by post to Nelsons Solicitors Limited, Pennine House, 8 Stanford St, Nottingham NG1 7BQ.  On receipt you will be sent our Complaints Procedure, a copy of which will be supplied to you at that time.

15.2 For the avoidance of doubt, all complaints relating to the services referred to in paragraph 1.3 should be made to and will be dealt with by Nelsons Solicitors Limited.

15.3 If we are unable to resolve your complaint, depending upon the type of service involved, you may be entitled to refer the matter to an ombudsman (see paragraphs 15.4.2 and 15.6.2). We will confirm which one at the time.

15.4 Legal services

15.4.1 Our legal services are authorised and regulated by the SRA and subject to the SRA’s Codes of Conduct 2019 which can be found at sra.org.uk. The SRA is the independent regulatory arm of the Law Society to whom you may complain about our behaviour.

15.4.2 If any complaint about these services is not resolved in accordance with paragraph 15.1, you may refer the matter to the Legal Ombudsman by telephone on 0300 555 0333, by email to enquiries@legalombudsman.org.uk or by post to the Legal Ombudsman, PO Box 6806, Wolverhampton, WV1 9WJ. The Legal Ombudsman’s powers do not extend to all clients. Ordinarily the time limits for referring to the Legal Ombudsman are:-

15.4.2.1 Within six (6) years from the date of the act or omission complained of; or

15.4.2.2 Within three (3) years from the date you should reasonably have known you had grounds for complaint or from the problem occurring; or

15.4.2.3 Within six (6) months of a compliant final decision by us about your complaint.

15.4.3 You may have a right to object to our bill by applying to the court for an assessment of the bill under Part III of the Solicitors Act 1974. The Legal Ombudsman may not accept a referral if the court assessment process has been started.

15.4.4 In the event of an unsuccessful challenge to our fees and expenses, we reserve the right, so far as our professional rules permit, to charge you for the work done and any expenses incurred by us as a result.

15.5 Incidental (non-mainstream) financial services

15.5.1 As an Authorised Professional Firm, Nelsons Solicitors Limited is authorised for these services by the FCA. However, as this work is incidental to the legal work of Nelsons and hence not a mainstream regulated activity, it will be conducted in accordance with the rules of the SRA (see paragraph 15.4).  Our authorisation can be confirmed on the register maintained by the FCA.  The register can be accessed via the FCA’s website at https://register.fca.org.uk.

15.5.2 If a complaint about non-mainstream financial services in relation to insurance matters is not resolved in accordance with paragraph 15.1, you have a right to complain to the Legal Ombudsman whose contact details and time limits for making a referral are set out in paragraph 15.4.2.

15.5.3 The Law Society is a designated professional body for the purposes of the Financial Services and Markets Act 2000 but responsibility for regulation and complaints handling has been separated from the Law Society’s representative functions. The SRA is the independent regulatory body of the Law Society and the Legal Ombudsman is the independent complaints handling body for complaints about legal and incidental financial services.

15.6 Mainstream financial services

15.6.1 We are authorised and regulated by the FCA in respect of some mainstream financial services products. The scope of our permissions can be accessed at https://register.fca.org.uk.

15.6.2 If any complaint about these services is not resolved in accordance with paragraph 15.1, you may refer the matter to the Financial Ombudsman Service by telephone on 0300 123 9123 or 0800 023 4567, by email to info@financial-ombudsman.org.uk or by post to The Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London, E14 9SR. Normally any such referral should be made within six (6) months of our final communication with you regarding your complaint.

16. Subcontractors, outsourcing, external auditing and due diligence

16.1 On occasion, we may instruct subcontractors to give specialist assistance in your matter (e.g. accountants, agents, barristers, brokers, medical doctors and others). In most cases, these professionals are regulated by their own professional bodies.

16.2 Where you have a complaint to make about the conduct of any such subcontractor, we will give you details of the applicable complaints procedure and regulatory body so that you can deal with the complaint yourself. Unless specifically instructed to do so, conducting any such complaints for you is not part of the services referred to in our Engagement Letter.

16.3 Sometimes we ask other companies or people to undertake administrative support on our files to ensure this is done promptly and in the most cost-effective manner. We will always seek a confidentiality agreement with these outsourced providers. For information on outsourcing in relation to your personal data, see our Privacy Notice.

16.4 External firms or organisations may conduct audit or quality checks on our practice from time to time. They may wish to audit or quality check your file and related papers for this purpose. It is a specific requirement imposed by us that these external firms or organisations fully maintain confidentiality in relation to any files and papers which are audited or quality checked.

16.5 Your files may also be reviewed in a due diligence exercise relating to the sale or transfer of all or part of our business, the acquisition of another business by us or the acquisition of new business. If you do not wish your file to be used in this way, please let us know as soon as possible.

16.6 For information on external auditing and due diligence in relation to your personal data, see our Privacy Notice.

17. Professional indemnity insurance

17.1 We are required, as a condition of being able to practise, to have in place indemnity insurance to deal with any valid claim against us. Our insurer provides cover in relation to claims arising out of the provision by Nelsons Solicitors Limited and/or associated entities of services in private practice in England & Wales and anywhere in the world.  Our insurer can be contacted through Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine’s Way, London, E1W 1AA by email addressed to SompoSolicitorsClaims@rpc.co.uk.

18. Limitations on our liability

18.1 We accept instructions from you on the basis that the services and advice we provide are provided solely for your benefit and we do not assume liability to any person other than you for the services and advice which we provide to you.

18.2 The advice we provide to you is confidential. You agree not to pass our advice to any third party or quote from it in any document to a third party without our prior written consent.  You will be solely responsible for any public document or communication and we do not and shall not accept any responsibility or authorise the contents of any such document or communication.

18.3 You agree that our partners (see paragraph 1.3.8), employees and consultants are providing services to you only in their capacities as shareholders, directors, employees or consultants of Nelsons Solicitors Limited and that no such person will be liable to you (other than in the event of their fraud) in their personal capacity.

18.4 Our partners, employees and consultants are entitled to rely on the provisions of this paragraph 18. For the avoidance of doubt, these Terms of Business do not otherwise confer any benefits or rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

18.5 Unless we indicate otherwise in writing, we assume no responsibility or liability in relation to the acts or omissions of, or advice given by, any experts, consultants or other advisers (including legal advisers) engaged by us in relation to your matter.

18.6 We do not accept liability for any indirect or consequential loss or damage (including loss of profits) suffered by you or any other person in connection with the services and advice we provide in relation to your matter.

18.7 We do not accept liability for any loss or damage caused by negligence, non-performance or breach of duty to a value in excess of the level of our current indemnity insurance cover of Thirty Million Pounds Sterling (£30 million) for each claim.

18.8 Other than in respect of liability arising from fraud, personal injury or death, we do not accept liability for any claims including for negligence and/or breach of duty received more than twelve (12) months from the conclusion of our work or, if not apparent within that time, more than six (6) months after it became apparent.

18.9 Your statutory rights remain unaffected.

18.10 These limitations on liability apply to any losses you incur as the result of the failure of any bank as referred to in paragraph 9.

18.11 You agree to inform us if you agree or are asked to agree to limit the liability of another of your advisors in connection with any matter in respect of which we are also instructed.

19. Confidentiality and data protection

19.1 We use your personal data primarily to provide legal and financial services to you, but also for related purposes as described in our Privacy Notice.

20. Proceeds of crime and money laundering

20.1 For some types of legal or financial services, we are required by money laundering legislation to obtain and verify satisfactory evidence of identity from private individual clients and from corporate clients, their members, directors, employees and any beneficial owners.

20.2 Our policy is to require this evidence and verification for all of our services.

20.3 Any personal data we receive from you for the purpose of preventing money laundering or terrorist financing will be used only for that purpose or:-

20.3.1 With your consent as envisaged by these terms and in accordance with our Privacy Notice and Record Retention Policy; or

20.3.2 As permitted by or under any enactment.

20.4 We are entitled to delay implementing or decline your instructions until the receipt of satisfactorily verified evidence of identity in the form required by us.

20.5 We may obtain verification of identity by making online searches against your name.

20.6 For all of our services, legislation requires us to be satisfied as to the source of any funds for any transaction. We are entitled to delay implementing or decline your instructions until you satisfy us as to that source.

20.7 Money laundering

20.7.1 Our money laundering obligations embrace all criminal offences including tax and duty evasion and welfare benefit fraud.

20.7.2 To reduce the risk of involvement in any such offences, we reserve the right to refuse to accept payment of cash for any purpose in single or accumulated sums in excess of One Thousand Pounds Sterling (£1,000) or equivalent.

20.7.3 Additionally, we reserve the right to refuse to accept payment of any sums in whatever format made directly into our bank accounts unless made with our specific previous agreement.

20.7.4 We have no liability to you or to any other person where any loss, damage or delay is caused by our need to comply with any statutory or regulatory requirements.

20.7.5 We will normally make payments only to the persons entitled to receive them and not to any third party.

20.8 Breach of confidentiality

20.8.1 Our duty of confidentiality to you is subject to an exception where we have an actual or reasonable suspicion of money laundering or terrorist financing which may give us a legal duty, in certain circumstances, to give information to the National Crime Agency (NCA).

20.8.2 Where permitted, we will tell you of any money laundering problems and the action we intend taking.

20.8.3 There are some situations where telling you of any money laundering problems is not permitted. In such situations, by instructing us, you nevertheless agree that we may make such reports to the NCA as we consider appropriate.

20.9 Foreign Account Tax Compliance Act (FATCA)

20.9.1 FATCA is United States legislation which has effect in the UK to ensure US citizens disclose their worldwide income to the US Internal Revenue Service.

20.9.2 The FATCA regime requires certain financial institutions to identify and report to HMRC payments made to a:

20.9.2.1 Specified US person; or

20.9.2.2 Non-US entity with one or more controlling persons who is a specified US person.

20.9.3 Accordingly, we may have to share some of your information, including your FATCA status and, if applicable, your Global Intermediary Identification Number (GIIN) with financial institutions.

20.10 It is vital that we keep your information current at all times. You are responsible for communicating to us any changes in circumstances that may alter your FATCA status.

21. Governing law and disputes

21.1 These Terms of Business are governed by and construed in accordance with the law of England & Wales.

21.2 Any dispute relating to these Terms of Business shall be subject to the exclusive jurisdiction of the courts of England & Wales.

Notice of the Right to Cancel

This notice does not apply where our contract has been formed in person at our offices nor if you are acting in the course of a business (see paragraph 3)

  1. If you are a private individual acting outside the course of business, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 give you the right to cancel any instructions given during a visit to your home, your place of work or the home of another person, within fourteen (14) days commencing from the date the contract is made.
  2. If you wish to cancel your instructions you MUST DO SO IN WRITING delivered or sent (which may be by email to professionalstandardsteam@nelsonslaw.co.uk addressed to Director of Professional Standards, Nelsons Solicitors Limited, Pennine House, 8 Stanford Street, Nottingham, NG1 7BQ. You may use the cancellation form provided at the end of this notice but you do not have to.
  3. Any written cancellation by you of your instructions will be deemed to have been served as soon as it has been given, posted or sent electronically.
  4. We will not start the supply of our services within the cancellation period unless you confirm to us your instructions to do so in writing. If you do request in writing that our services start before the end of the cancellation period and then you subsequently exercise your right to cancel you will be required to pay for the services supplied to you prior to cancellation of your instructions.