TERMS AND CONDITIONS

OUR OBJECTIVE AND ENSURING THAT WE MEET IT

Our objective is to provide you with high quality, efficient and effective legal services at all times. We hope that you will be pleased with the work we do for you. If you are unhappy with any aspect of our service, we operate a Complaints Handling Procedure. Please raise any concerns in the first place with the person in charge of your file. If you would prefer not to do so or still have queries or concerns, please contact another member of Mitchell Wilde LLP. Any complaint will be investigated promptly and thoroughly and an explanation of the investigation will be given to you in writing if requested.

OUR PROMISE TO YOU

We will:-

• REPRESENT your interests and keep your business confidential.
• EXPLAIN to you the legal work which may be required and the prospects of a successful outcome.
• MAKE SURE that you understand the likely degree of financial risk which you may be taking on.
• ADVISE YOU on the tax implications of your instructions, but only if we specifically agree that we will do so.
• KEEP YOU regularly informed of progress or, if there is none, when you are next likely to hear from us.
• TRY to avoid using technical legal language when communicating with you – please let us know immediately if anything is not clear to you!
• DEAL with your queries and communications promptly.

OUR ENGAGEMENT LETTER

We will set out in a letter to you at the beginning of any matter what it is that we have agreed to do for you. Should this change, either as a result of new circumstances or because your instructions to us change, we will confirm the alteration in writing. We shall not be responsible for any failure to advise or comment on any matter that falls outside the scope of your instructions or the services we have agreed to provide.

OUR HOURS OF BUSINESS

The normal hours of opening at our offices are between 9.00am and 5.00pm on weekdays (excluding bank and public holidays). We are happy to see you at other times if a matter is urgent. Existing commitments to other clients may mean that the person dealing with your matter is not always available. Please telephone us in advance to arrange an appointment rather than calling at our offices – we will arrange an appointment for the earliest available time. If the person you want is not available when you telephone us please leave a message and we will get back to you as soon as possible.

THE PERSON RESPONSIBLE FOR YOUR WORK

Our engagement letter will say who will be your key contact throughout your matter. We will try to avoid changing that person but if this cannot be avoided, we will tell you promptly of any change and why it may be necessary. If that person is away due to holiday or illness another person will assume that responsibility temporarily. We will let you know as soon as practicable who that other person will be.

CHARGES AND EXPENSES

• Unless we agree a fixed fee with you in writing our charges will be calculated mainly by reference to the time actually spent on any work which we do on your behalf. This will include, amongst other items, meetings with you and perhaps others, reading and working on papers, correspondence, preparation of any detailed costs calculations, and time spent travelling or away from the office when this is necessary.
• Our time is charged as 6 minute units of time.
• Our current hourly rate will be specified in our Engagement Letter. We will add VAT to this at the rate that applies when the work is done. At present VAT is 17.5%. The hourly rate will be reviewed periodically. If a review is carried out before your matter has been concluded, we will inform you of any variation in the rate before it takes effect.
• Special rules apply to solicitors charges where a dispute with another party is involved. We have set these out below under the heading ‘Disputes and Litigation’.
• The minimum charge for any one matter will be £75.00 plus VAT unless we agree otherwise in writing.

We are happy to give an estimate of charges on request, but this will usually be an approximation rather than a quotation. Estimates are given on the assumption that the matter is not, or does not become, unusually urgent, complicated or time consuming. If circumstances change or we become aware of matters not known to us when an estimate was given we may need to revise it. We will give you as much notice as possible of any change in our estimate.

Certain work can be undertaken at a fixed price. We are always happy to discuss your requirements for this. If we agree a fixed price then this will be confirmed in our engagement letter.

Unless a fixed price has been agreed we may take into account when calculating our costs a number of factors in addition to the time spent. These include any need to carry out work outside our normal office hours, the complexity of the issues, the difficulty or novelty of the questions raised, the skill, labour and responsibility involved, the number and importance of the documents prepared or perused, the circumstances in which the matter is transacted, the amount or value of any money or property involved, the importance of the matter to you, the speed at which action has to be taken, and any particular specialist expertise that the case may demand. We may add to our charges expenses such as travelling, subsistence, photocopying, word processing, fax, postages and telephone charges.

Solicitors have to pay out various other expenses on behalf of clients such as Land Registry fees, court fees, experts' fees, and so on. We have no obligation to you to incur liability to such payments unless you have provided us with the funds for that purpose. VAT is payable on certain expenses. We refer to such payments generally as 'disbursements'.

If, for any reason, this matter does not proceed to completion, we will nevertheless be entitled to charge you for work done and expenses incurred. This will usually be on the basis of the amount of time involved at our hourly rate.

If you ask us in writing, we will place a limit on the amount of charges that may be incurred without your prior approval, provided that the limit is realistic. We cannot guarantee that such an amount will be sufficient to complete your matter unless we have agreed a fixed price in writing.

There are special rules that apply if your matter involves litigation or dispute resolution. These are set our below

The law entitles us to retain any money, papers or other property belonging to you which properly come into our possession pending payment of our costs, whether or not the property is acquired in connection with the matter for which the costs were incurred. This is known as a ‘lien’. We are not entitled to sell property held under a lien, but we are entitled to hold property, other than money, even if the value of it greatly exceeds the amount due to us in respect of costs.

DISPUTES AND LITIGATION

In some cases and transactions a client may be entitled to payment of costs by some other person. It is important that you understand that in such circumstances, the other person may not be required to pay all the charges and expenses which you incur with us. You have to pay our charges and expenses in the first place and any amounts which can be recovered will be a contribution towards them. If the other party is in receipt of legal aid, no costs are likely to be recovered.

The other person will not be liable to pay the VAT element of your costs if you are able to recover the VAT yourself.

If you are successful and a court orders another party to pay some or all of your charges and expenses, interest can be claimed on them from the other party from the date of the court order. We will account to you for such interest to the extent that you have paid our charges or expenses on account, but we are entitled to the rest of that interest.

You will also be responsible for paying our charges and expenses of seeking to cover any costs that the court orders the other party to pay to you.

A client who is unsuccessful in a court case may be ordered to pay the other party’s legal charges and expenses. That money would be payable in additional to our charges and expenses. Arrangements can be made to take our insurance to cover liability for such legal expenses. Please discuss this with us if you are interested in this possibility.

TAX ADVICE

Any work that we do for you may involve tax implications or necessitate the consideration of tax planning strategies. We may not be qualified to advise you on the tax implications of a transaction that you instruct us to carry out, or the likelihood of them arising. If you have any concerns in this respect, please raise them with us immediately. If we can undertake the research necessary to resolve the issue, we will do so and advise you accordingly. If we cannot, we may be able to identify a source of assistance for you.

PLANNING PERMISSION AND INSPECTION OF PROPERTY

We will not advise you on planning implications unless specifically requested to do so by you, otherwise than by reporting to you on any relevant information provided by the results of the ‘local search’.

It is not our responsibility to carry out a physical inspection of the property, but if you wish us to this for any reason please make a specific request. We shall not advise on the valuation of the property nor the suitability of your mortgage nor any other financial arrangements. We shall not advise generally on environmental liabilities where we shall assume, unless you tell us to the contrary, that you are making your own arrangements for any appropriate environmental survey or investigations. We may, however, need to obtain on behalf of your lender at your expenses an environmental search.

PAYMENT ARRANGEMENTS

We may require payments on account of our costs and any disbursements to be made at the beginning of your matter or at stages during it. If so the sums required will be set out in our letter of engagement.

Unless we have agreed otherwise ongoing matters will normally be billed on a monthly basis. Once a bill has been raised monies held on account will be credited to any outstanding bill and you may be asked for further money to cover ongoing charges. This excludes monies held as deposit or as payment for specific disbursements.

If any required payments on account or invoices have not been paid we reserve the right to suspend our services until we receive payment. If your transaction is delayed as a result you would incur liabilities to third parties for which we will not accept responsibility

Where we act on your behalf in connection with the sale of a property or other asset or otherwise receive money on your behalf we reserve the right to deduct our costs from the sum received on your behalf. If so we will provide you with our bill and a completion statement before we do so.

Unless otherwise agreed payment is due to us within 14 days of our sending you a bill. If a bill remains unpaid for more than 14 days then we reserve the right to suspend work until the account has been settled. Interest will be charged on a daily basis at 4% over HSBC Bank PLC's base rate from time to time from the date of the bill unless we have received payment in full within 14 days of our delivery of the bill.

You are responsible for payment of our bills even if someone else has agreed to pay a bill or we have agreed to send a bill to a third party for payment on your behalf or you have the benefit of legal expenses insurance.

Where we are acting on any matter for two or more persons such persons shall be jointly and severally liable to us for payment of our bills and disbursements. This means that we are entitled to require payment in full from any one of those persons. The term "persons" includes bodies corporate, unincorporated associations and partnerships.

INTEREST PAYMENTS

Any money received on your behalf will be held in our Client Account. Subject to certain minimum amounts and periods of time set out in the Solicitors' Accounts Rules 1998, interest will be calculated and paid to you at the rate from time to time payable on HSBC Bank Plc's Solicitors Reserve Account. The period over which interest will be paid will normally run from the date(s) on which we receive cleared funds until the date(s) of issue of any cheque(s) from our Client Account.

If we will need to make a payment on your behalf, for instance if you are purchasing a property or other asset, we can do so only from cleared funds. Accordingly if you wish to pay by cheque we will need this at least 4 working days before the payment is due to be made. If the money can be telegraphed to us, we request that we receive it the day before completion. This will enable us to ensure that the necessary funds are available in time for the payment to be made. You must be aware that if the payment comes from a lender the lender may charge you interest from the date of issue of their loan cheque or the telegraphing of the loan advance.

INSURANCE CONTRACTS

Mitchell Wilde LLP is not authorised by the Financial Services Authority. However we are included on the register maintained by the Financial Services Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by The Law Society. The register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register.

STORAGE OF PAPERS AND DOCUMENTS

We are entitled to keep all your papers and documents whilst there is money owing to us for our charges and expenses. In addition, we will keep your file of papers for you for not less than 1 year. After that we may ask you to collect your papers. If you fail to do so we may make a charge for further storage. No charge will be made to you for such storage unless we have first notified you that a charge will be made.

If you ask us to do so we will hold in safe custody documents such as Wills, Deeds, and other securities.

If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrieval. However, we may make a charge based on time spent for producing stored papers or documents to you or another person at your request. We may also charge for reading, correspondence, or other work necessary to comply with your instructions.

TERMINATION

You may terminate your instructions to us at any time. You must tell us of this clearly in writing.

If we decide to stop acting for you, for example if you do not pay an interim bill or comply with a request for a payment on account or the relation of confidence between us breaks down, we will tell you the reason and give you notice in writing. We will not stop acting without a good reason.

We will be entitled to charge for all work done and expenses incurred up to that point and to keep all your papers and documents whilst there is money owing to us for our charges and expenses.

LIMITED COMPANIES

When acting on behalf of a limited company, we may require a director and/or controlling shareholder to sign a form of personal guarantee in respect of the charges and expenses of this firm. If such a request is refused, we will be entitled to stop acting and to require immediate payment of our charges on an hourly basis and expenses as set out earlier. In acting for a company we do not assume a separate legal responsibility for advising shareholders or directors or employees of the company or any of them unless we have been specifically requested to do so and issued an Engagement Letter to such persons.

BORROWING

If you are borrowing money, whether on a mortgage or otherwise, we will not be deemed to be acting for your lender as well as for you unless we expressly agree with you to do so. If we act for your lender then you must accept that your lenders instructions may differ from yours and that we may have an obligation to bring information relating to your matter to your lender’s attention.

LIMITATION AND EXCLUSION OF LIABILITY

We carry professional indemnity insurance for our services, which provides cover up to £2 million.

We exclude any and all liability for damages, claims, actions, proceedings, awards, compensation, costs, expenses and all other losses and/or liabilities which exceed the amount covered by our professional indemnity insurance from time to time. This limit applies to the level of the claim and not the value of the transaction or work to which a claim may relate. If you wish to extend the limit of our liability for any particular matter, then we may agree a revised limit with you. Such a revised limit is only effective if agreed in writing and signed by a member of Mitchell Wilde LLP.

To the extent permitted by law, we exclude any and all liability for damages, claims, actions, proceedings, awards, compensation, costs, expenses and all other losses and/or liabilities to third parties who are not a client of ours in respect of that matter.

You agree not to bring any claim in respect of loss and/or damage suffered by you arising out of/in connection with the services provided by us, including but not limited to negligence or non-performance of the services by us, against any individual member, employee and/or consultant of Mitchell Wilde LLP. This restriction will not operate to limit or exclude the liability of Mitchell Wilde LLP for the acts and/or admissions of any individual member, employee and/or consultant of Mitchell Wilde LLP. It is agreed that any individual member, employee and/or consultant of Mitchell Wilde LLP will have the right to enforce this clause under the Contracts (Right of Third Parties) Act 1999.

Save as expressly set out above, nothing in these terms and conditions shall benefit any third party and the Contracts (Rights of Third Parties) Act 1999 shall not apply.

COMMUNICATIONS

Communications between you, the Client, and us are protected by legal professional privilege and may not be disclosable. If you are a company or other organization, some of your employees or other officers may be regarded as third parties. Care should be taken in arranging communication and who has authority to communicate with us.

We may communicate with you by email unless you specifically request us not to do so.

We may send newsletters or bulletins to our clients by email or post describing recent legal developments. If you do not wish to receive these please let us know.

The Data Protection Act requires us to advise you that your particulars are held on our database. We may, from time to time, use these details to send you information which we think might be of interest to you.

PROCEEDS OF CRIME ACT ETC

We are obliged by law to report to the National Criminal Intelligence Service, without reference to you, any evidence or suspicion of a crime or money laundering unless that information is privileged because it is received so that we can advise you about it or is the advice itself. The law prohibits us from notifying you that a report has been made.

TERMS AND CONDITIONS OF BUSINESS

Unless otherwise agreed these Terms and Conditions of Business shall apply to any future instructions given by you to this firm.

Although your continuing instructions in this matter will amount to an acceptance of these Terms and Conditions of Business, it may not be possible for us to start work on your behalf until you have returned to us for our file one signed copy of our Engagement Letter referring to these terms and conditions.