Terms of Business (October 2023)
Thursfields Legal Limited is authorised and regulated by the Solicitors Regulation Authority (SRA) (registered no. 612944). Thursfields Solicitors is a trading name of Thursfields Legal Limited, a private limited company registered in England and Wales (registered no. 08829685).
Our registered office is 9-10 The Tything, Worcester WR1 1HD. Thursfields Legal Limited is registered for VAT (VAT no. 275 1215 73). Our contact details can be found on our website: www.thursfields.co.uk.
We are authorised and regulated by the Solicitors Regulation Authority whose rules can be accessed at www.sra.org.uk.
In these Terms of Business, “we”, “our” or “us” means Thursfields Legal Limited.
1. Our Engagement with You
This document contains our Terms of Business which together with our Client Care Letter (and any documents referred to in it) will constitute the contract between you and us.
The Client Care Letter summarises:
- the scope of the work that you have asked us to carry out on your behalf;
- who will have conduct of your matter, their status and the name of their supervisor and relevant contact details. From time to time it may be appropriate to involve other individuals of the firm as well;
- Our likely costs and charges to
You will be deemed to accept these Terms of Business on the earlier of you:
- signing and returning a copy of our Client Care Letter referring to these Terms of Business; or
- using or continuing to use our This includes providing any instructions or further instructions to us.
2. Our Responsibilities to You
Our responsibilities include advising you on the law, following your instructions, reviewing your matter regularly, and discussing with you whether the potential outcomes justify the expense and risks involved with your matter. Please note the following exclusions and assumptions that we make:-
· Authority to Give Instructions
If instructions are given on behalf of a client (eg a company), we are entitled to assume that the person giving the instructions has lawful authority to instruct us. If not, then that person will be liable to us as if they were our client.
· Joint and Several Liability
In matters where we are instructed by more than one person, firm or company to act on the same matter, it is on the understanding that we are authorised to act on the instructions from any one or more of you, unless you instruct us otherwise. Liability to pay our costs is joint (all the clients together) and several (each may be liable for the whole amount), notwithstanding any agreement between you as to how you will share the costs.
This means that we will be able to look to one client only or to each of our clients to pay the whole of or any balance of any unpaid fees.
· Key Dates
Once a matter has completed, we will not be responsible for reminding you about any critical dates (eg rent reviews, lease renewals), unless you have specifically asked us to do so.
· Use of our Advice
Our advice is provided solely for the purpose and benefit of you, our client. It may not be used or relied upon for any other purpose or by anyone else. You agree not to make our work available to third parties without our prior written permissions.
· Advice on Commercial Terms, Tax, Pensions and Planning
Our instructions will be to provide legal advice. We will not provide advice on the commercial or financial implications of your matter, or substantive advice on any tax (including the possible availability of tax reliefs or allowances), competition, environmental, pensions or planning issues or implications of your matter, unless we have specifically agreed to do so.
· Foreign Advice
Our advice is limited to the law of England and Wales.
· Property Matters
Where you obtain a mortgage from a lender, we require the lender to place us in funds prior to completion. Any costs (eg interest) you incur from the date of funds transfer are your responsibility. You also agree that we can disclose any material facts to your lender relating to your matter.
It is your responsibility to undertake any physical inspection of any property involved in your matter and advise us of any discrepancies between any plans and the physical inspection. We also cannot advise you on the any property valuation, mortgage product or other financial arrangement. Unless we agree otherwise, you will be responsible for any environmental liabilities affecting your matter.
3. Service Standards
Our aim is to provide you with a high-quality service. In particular we will endeavour to:
- respond to all correspondence within a reasonable time;
- provide you with regular updates on the progress of your matter; and
- notify you of any developments that affect the overall cost of your matter.
For further information, please read our Client Charter which is available on our website (www.thursfields.co.uk) at the bottom of the homepage.
· Office Hours
Our Offices are open from 9am – 5.15pm Monday to Friday excluding bank and public holidays.
Unless you tell us otherwise, you agree to us communicating with you, including sending bills and other confidential information, by normal, unencrypted email, using the email address(es) you have given us from time to time.
· Avoiding Scams
You should be aware that there is a risk that emails (in particular when unencrypted) may be intercepted, delayed or corrupted or may fail to be delivered.
We make reasonable attempts to exclude from our emails any virus or other defect that might harm a computer or IT system. You undertake to act likewise with any electronic communications you send to us. We shall not have any liability to you in respect of any claim or loss arising in connection with such a virus or defect in an electronic communication or any other form of cyber attack other than where such claim or loss arises from bad faith or wilful default on our part.
· Equality and Diversity
We are committed to promoting equality, diversity and inclusion in all our dealings with clients, employees and third parties. We will treat you fairly and equally regardless of age, disability, civil partnership or marital status, pregnancy or maternity, gender reassignment, race or ethnicity, religion or belief, sex or sexual orientation. For further details about our equality and diversity policies, please ask the lawyer dealing with your matter.
4. Your Responsibilities as a Client
Your responsibility to us is to:
- provide us with all necessary information to comply with Money Laundering Regulations;
- provide us with clear and accurate instructions and respond to our communications within a reasonable timeframe;
- provide all documentation required to complete your transaction in a timely manner, and safeguard any documents that are likely to be required for disclosure; and
- pay our fees and expenses in accordance with our Terms of Business and our Client Care
5. Anti-Money Laundering Precautions
The Money Laundering Regulations require solicitors to obtain satisfactory evidence of the identity of their clients, and where there is a beneficial owner who is not the client, the beneficial owner. This is because solicitors who deal with money and property on behalf of their client can be targeted by criminals attempting to launder money.
To comply with the law, we need to obtain evidence of and verify your identity as soon as possible. Our practice is to obtain this information by electronic means and this, along with how we establish the source of funds involved in any matter, is detailed in our Electronic ID Client Guide, a copy of which is available on our website. If you cannot provide us with the specific identification requested, please contact us as soon as possible to discuss other ways to verify your identity.
We are professionally and legally obliged to keep your affairs confidential. However, solicitors may be required by statute to make a disclosure to the National Crime Agency where they know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop working on your matter for a period of time and may not be able to tell you why.
6. Our Charges
We will do our best at the outset to give you an estimate of the likely cost in relation to a matter. This will be based on the information available to us at the time, including the anticipated scope of work and our assumptions about the matter at the time the estimate is given.
Unless we have agreed otherwise, our charges will usually be based on the time spent on your matter, applying our hourly charging rates as shown in your Client Care Letter. Time spent on your matter is charged in six minute units and includes (but is not limited to) considering, preparing and working on your matter, advising you and others, travelling time (eg to Court/meetings) and attendance at meetings (eg Court/Site Inspections).
In estimating our charges, we may also take into account a number of additional factors, such as complexity of the issue, the expertise or specialist knowledge which the matter requires, the value of the assets involved (where appropriate) and any urgency to the matter. Things can change and if that happens, we will discuss with you a revised fee arrangement or estimate.
Any costs estimate we give at any time is a guide to assist you in budgeting. It is not intended to be fixed, unless that is specifically agreed in writing. We will update you at a minimum of intervals of no longer than every 6 months as to the current position on charges.
Our hourly charge-out rates are reviewed with effect from 1 May each year. We will notify you of the rates if they change and you will then be bound by them. If you do not accept the new rates after review, we reserve the right not to continue acting for you.
· Additional Expenses/Disbursements
Your particular matter may incur additional expenses or disbursements, such as Search fees, Stamp Duty or Counsel’s fees. Unless agreed otherwise, we expect you to pay such costs in advance in cleared funds. If you fail to do so when requested, we shall be entitled to end our contract with you.
You may also incur additional costs in respect of:
- the need to carry out an electronic identity check – further details on costs will be confirmed in our Client Care Letter and will dependent upon the nature of the legal advice.
- file digitisation/storage fees - £25 plus VAT (see below);
- Bank Transfer fees (see below).
Where appropriate, we reserve the right to charge separately for photocopying, printing, telephone calls, faxes, catering and other support services, and travel costs, courier and other incidental expenses.
We are registered for VAT under VAT no. 275 1215 73 and where applicable, we will charge VAT on our charges and expenses.
· Money on Account
In some routine cases, and particularly, in respect of expenses and disbursements and when litigation is involved or when we may need to incur substantial expense on your behalf, we may require you to provide a payment on account of the future likely costs and/or disbursements. We will advise you if this is the case and may not proceed with your matter until we are in receipt of cleared funds.
7. Invoicing and Payment Arrangements
Unless agreed otherwise, we will normally bill monthly for the work performed to date together with any disbursements we have incurred on your behalf.
If arrangements are made for a third party to pay any of our fees or disbursements, or a court orders a third party to pay any part of our fees or disbursements, you remain liable to pay them to the extent that the third party does not pay them when due.
· How to Pay your Bill
You can pay your bill online at https://www.thursfields.co.uk/pay-online/ or by making a payment directly to our Bank. We accept payment by way of Visa/Debit/Credit card. We do not accept American Express. Our Bank details can be found in your Client Care Letter. It is important to note that:
- our Bank details will not change during this transaction; and
- we will not contact you by telephone or email telling you of changes to our banking details or asking you to pay monies to any other account.
If you do receive a communication asking you to pay monies to a different account, please do not pay it. Please speak first to your usual contact at Thursfields.
- Cash Limit
We are only able to accept cash up to a limit of £500 in any 28 day period. If clients circumvent this policy by depositing cash direct with our bank we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds.
· Clearance of Funds
Any payment made to us by cheque in relation to your matter will not be treated as cleared funds until 5 working days after the cheque has been paid in by us.
Any payment made to us by Visa Debit will not be treated as cleared funds until 3 working days after the payment has been made to us.
It is our policy not to issue cheques and any payment due to you will be made using electronic payments direct into your bank account and you will be told when such payment is made. We will charge you on the following basis: CHAPS - £40 plus VAT, BACS - £20 plus VAT, Faster Payment - £10 plus VAT.
· Late Payment
It is a condition of our contract that all bills, interim and final, are paid within 14 days of the tax point/date shown on any invoice, unless alternative terms have been agreed with us in writing.
You agree to indemnify and keep us indemnified from any and all losses, damages, costs, expense (including reasonable legal fees), and liabilities arising out of or in connection with your failure to make timely payment of any invoice in accordance with these terms, your breach of any representation or warranty made in the Agreement, or any claim brought by a third party against us arising out of or in connection with your use of the Services. We reserve the right to pursue any and all available remedies against you for any breach of the Agreement, including, but not limited to, the right to recover all of our costs and expenses, including reasonable legal fees.
If all or any part of our invoice remains unpaid for 15 days or more, we reserve the right to charge interest on the outstanding amount at the rate applicable to judgment debts (currently 8% per annum).
Lien - Where an account is overdue we are entitled to retain any files and documents belonging to you which are in our possession until our account is settled. We also reserve the right to cease working on this and any other matters on which we are acting for you.
8. Other ways to fund your legal costs
Publicly Funded Work - We do not undertake work which is publicly funded. You may wish to consider whether your matter is eligible for such funding. You can do this via https://www.gov.uk/legal-aid.
Legal Expenses Insurance – Insurance policies, credit cards and other financial and employment related products often provide legal expenses insurance cover as part of the product. It is your responsibility to check whether you have any such cover available to you which would apply to your matter and advise us accordingly. Please be advised that any policy is likely to have its own strict requirements which you must adhere to and you may be denied cover if you do not make a claim under the policy at the appropriate time. In some circumstances, it may also be possible for you to obtain “After the Event” (ATE) Insurance – please let us know if you would like to consider this option and we will discuss with you how you might do so.
Order for Costs in Litigation Matters – In the course of your litigation, you may be entitled to the reimbursement of some or all of your costs by another party to the proceedings, but this is always subject to the Court’s discretion. You will at all times be responsible to us for our fees and disbursements regardless of any Court order obtained for payment of your costs by another party. We will of course account to you for any contribution made by a third party to your costs. Please note that it is unlikely that 100% of our costs would be recovered from any other party to the proceedings. You should also bear in mind that you may be ordered to pay the costs of the other party.
9. Ending Our Contract
You may terminate your instructions by writing to us at any time.
We may decide to stop acting for you only with good reason, for example where you do not provide us with clear, accurate or timely instructions, you fail to provide monies on account or to pay our bills in accordance with the terms of our contract or where there is a conflict of interest.
We will give you reasonable notice if we decide to stop acting for you. If we do have to stop acting for you we will explain your options for pursuing the matter, and will work with you to minimise disruption to your matter.
If we or you decide that we should stop acting for you, you will be required to pay our charges and expenses up to that point (even if the original agreement or understanding had been that we would only bill you on completion of the matter).
Our lawyer-client relationship will be considered terminated upon our completion of the specific services that you and we have agree that we will perform, or if open-ended services are to be provided, when more than six months have elapsed from the last time we provided any billable services to you.
The fact that we may inform you from time to time of developments in the law which may be of interest to you, by email, newsletter or otherwise, should not be taken as a revival of a lawyer-client relationship. We have no obligation to inform you of such developments in the law unless we are specifically engaged to do so.
10. Storage of your Documents
Once your matter is concluded, please let us know if you would like us to send your file of papers to you. Please note that we will be entitled to retain all your papers whilst there is any money owed to us. We will retain a copy of our papers for as long as we consider it necessary to do so to enable us to comply with our own obligations in line with our file retention policy and to protect your interests.
We normally store your papers in digital format. A fee of £25 plus VAT is payable to cover the cost of both digitising and storing your file. The fee will be added to your first/final invoice.
We will destroy your file in line with File Retention Policy without further reference to you. By agreeing to these terms you authorise us so to do. The length of time to destruction depends on the type of matter as detailed within our policy (as revised from time to time) which can be found here https://thursfields.co.uk/wp-content/uploads/2023/09/File-Retention-Policy-2023.pdf
It is no longer our practice to hold indefinitely original documents such as deeds or wills. If you wish us to do so we reserve the right to charge separately for this service. You agree that storage can be made by us with a third party provider. We will take care of your deeds, documents and other papers as long as they remain in our possession. However should any of them be lost or damaged as a result of events beyond our reasonable control we will not be liable for their replacement or for any resultant loss. In the event that you wish to remove your deeds or documents from our custody we may make a charge for arranging for the retrieval and collection/dispatch of the same.
If we retrieve documents from storage in relation to continuing or new instructions to act for you we will not normally charge for such retrieval. However, we may charge you for time spent retrieving, reading, copying or working on such papers where that is to comply with your instructions in relation to the retrieved papers. Details of any such fee will be given at the time of your request.
11. Monies Held In Our Client Account
Our main client account is with Lloyds Bank Plc. We also have client accounts with Handelsbanken, Santander, Barclays Bank, and Lloyds Bank Plc.
The institutions we bank with may change from time to time, but we will always use UK banks regulated by the Financial Conduct Authority.
We will have no liability to you in the event of the bank at which Thursfields’ client account is held or any bank to whom we pay money to on your behalf becoming insolvent or being unable to meet its obligations. In such an event you may be eligible for limited compensation from the Financial Services Compensation Scheme ("FSCS") and we will seek your consent to disclose your details to the FSCS for the purposes of making a claim on your behalf. For further details, please go to: https://www.fscs.org.uk/.
· Interest on Funds We Hold For You
We hold client money in instant access accounts as required by the Solicitors Regulatory Authority, which holds the pooled monies for different clients and matters. The level of interest earned on funds will represent the rate that most business clients would be able to achieve on an instant access account and therefore will be lower than if the funds were placed in alternative deposit or savings accounts. If you would like us to deposit your funds into a bank of your choosing please tell us in writing and we will endeavor to do this.
We will normally credit you with interest above the sum of £50 on any funds we hold in our client account on your behalf. We will not account for interest on money held for payment of professional disbursements, once the intended recipient (eg counsel) has requested a delay in settlement.
Where we are charged by a financial institution to deposit your client money with them, any charges or costs we incur will be deducted from your client monies and by accepting our terms/using our services you consent to us making the appropriate debit(s) to your client account.
A copy of our policy relating to the payment of interest can be found on our website (www.thursfields.co.uk) at the bottom of the homepage under “Compliance” or we can provide a copy on request.
12. Confidentiality and Data Protection
We use the information you provide primarily for the provision of legal services to you and for related purposes including:
- updating and enhancing client records;
- analysis to help us manage our practice;
- statutory returns;
- legal and regulatory
Our use of that information is subject to your instructions, applicable data protection law and our duty of confidentiality.
Please note that our work for you may require us to pass on such information to third parties such as expert witnesses and other professional advisers, including sometimes advisers appointed by another party to your matter. We may also give such information to others who perform services for us, such as typing or photocopying. Our practice may be audited or checked by our accountants or our regulator, or by other organisations. By using our services, you agree to us disclosing your details if we are required to disclose them by law or for a reason such as those set out above.
We do not normally copy such information to anyone outside the European Economic Area, however, we may do so however when the particular circumstances of your matter so require. All such third parties are required to maintain confidentiality in relation to your files.
You have a right of access under data protection law to the personal data that we hold about you. We seek to keep that personal data correct and up to date. You should let us know if you believe the information we hold about you needs to be corrected or updated.
A copy of our Privacy Statement for Clients and our policy for Website Users can be found on our website (www.thursfields.co.uk) at the bottom of the homepage under “Compliance” or we can provide a copy on request.
Any personal data we receive from you for the purposes of our money laundering checks will be processed only for the purposes of preventing money laundering and terrorist financing, or as otherwise permitted by law or with your express consent. You consent to us retaining such data for longer than the five year statutory period, unless you tell us otherwise.
If you send us personal data about anyone other than yourself you will ensure you have all appropriate consents and notices in place to enable you to transfer that personal data to us, so that we may use it for the purposes for which you provide it to us.
13. Limitations on Our Liability
We limit our liability to you for claims for breach of contract, breach of duty, negligence and for claims otherwise arising out of or in connection with our engagement or the services we provide, in the ways described below. We will not be liable for any consequential or indirect loss, loss of profit, goodwill or savings arising out of or in connection with our engagement or the services we provide.
Our liability to you shall be limited to £3 million, unless we expressly state a higher amount in our Client Care Letter. We maintain professional indemnity insurance in accordance with the rules of the Solicitors Regulation Authority. Details of the insurers and territorial coverage of the policy is available for inspection at our offices upon request.
This liability cap will apply to our aggregate liability to you together with any associated party for whom you are acting as agent in relation to the relevant matter on any basis.
· Proportional Liability
In addition to the other limitations in this document, where we and/or third parties are responsible for any loss suffered by you, our liability for that loss will be limited to a fair proportion of your total loss calculated by reference to the extent of our responsibility. If you have engaged others to represent or advise you on a matter in which we are involved and you agree with any of them that their liability to you will be limited, in order that our position is not adversely affected by any such limitation of their liability, you agree that our liability to you will not exceed the amount which would have applied in the absence of that limitation.
· Third Party Liability
If you start proceedings against us for loss or damage and there is another person (for example, another adviser) who is liable (or potentially liable) to you in respect of the same loss or damage, then you will (if we so request) join them into the proceedings. This is subject to any legal prohibition against your joining them in that way.
· No Claim Against Individual Employees/Directors
We have an interest in limiting the personal liability of employees, consultants and directors. Accordingly you agree that you will not bring any claim against any individual employee, consultant or director in respect of losses which you suffer or incur, arising out of or in connection with our engagement or the services we provide. The provisions of this paragraph will not limit or exclude the firm’s liability for the acts or omissions of our employees, consultants or directors.
The provisions of the above paragraph are intended for the benefit of our employees, consultants and directors but the terms of our engagement may be varied without the consent of all or any of those persons.
· Limitation on Exclusions
The above exclusions and limitations will not operate to exclude or limit any liability which cannot lawfully be limited or excluded. In particular they do not limit liability for fraud, nor for causing death or personal injury by negligence, nor for negligence in contentious business, insofar as the Solicitors Act 1974 s60(5) precludes the exclusion of such liability.
14. Commissions/Referral Fees
Where commissions are received as a result of any work we do for you, we will account to you for these monies. Where work is introduced by a third party, we may be required to pay a referral fee to that third party. Such fees are paid out of our marketing budget and will not be passed on to you.
15. Concerns About Our Service
We always aim to deliver a quality service. If for any reason, you are not satisfied with our service or the bill, we hope to be able to resolve the matter with you directly. Details of our complaints procedure are available on our website at https://www.thursfields.co.uk/ under the heading ‘Compliance’ or upon request.
If you are not satisfied with our handling of your complaint you may be able to ask the Legal Ombudsman (address: PO Box 6806, Wolverhampton, WV1 9WJ, Website: www.legalombudsman.org.uk Telephone: 0300 555 0333) to consider your complaint.
Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint.
Note that the Legal Ombudsman service cannot be used by businesses or most other organisations, unless they are below certain size limits.
As well as your right to complain about any of our bills under our complaints procedure, you can also apply for the bill to be assessed by the court under Part III of the Solicitors Act 1974, in which case the Legal Ombudsman may not consider your complaint.
· Third Party Providers
Any barrister or other professional we instruct on your behalf should have their own complaints process. So if you are not happy with their service you can complain to them direct. We can tell you how to make your complaint, if they have not given you that information themselves.
16. Third Parties Rights
Save as expressly set out above in clause 13 (No Claim against Employees/Directors), our agreement with you is not intended to confer rights on any third parties whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17. Investment and Insurance Advice
We are not authorised by the Financial Conduct Authority (“FCA”). We are regulated by the Solicitors Regulation Authority (“SRA”), which is the independent regulatory arm of the Law Society of England and Wales. If you are unhappy with any investment advice or insurance advice you receive from us you should raise your concerns with the SRA.
· Financial Services and Markets Act (“FSMA”)
If while we are acting for you, you need advice on investments we may have to refer you to someone who is authorised to provide the necessary advice. However we may provide some limited investment advice services where these are closely linked to the legal work we are doing for you. This is because we are regulated by the SRA, which is a designated professional body for the purposes of the FSMA.
Our role in any transaction is that of legal adviser and it is not part of our function to give advice on the merits of any transaction in investments. When providing our services we will assume that you have decided or will decide to negotiate or enter into any such transaction solely on the advice you may receive from a person authorised under the FSMA. No communication from us is intended or should be construed as an invitation or inducement to you or to anyone else to engage in investment activity.
· Insurance Distribution
We are not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance distribution 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 Solicitors Regulation Authority.
The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/firms/financial-services-register
18. Force Majeure
We shall not be liable to you if we are unable to perform our services as a result of any cause beyond our reasonable control.
If any provision in these terms of engagement or our accompanying letter is or becomes invalid, illegal or unenforceable then it shall, to the extent required, be severed and shall be ineffective and the validity of the remaining provisions shall not be affected in any way.
20. Governing Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales, and the Courts of England and Wales shall have exclusive jurisdiction over any such dispute or claim.
21. Cancellation Rights
If you have engaged us as consumer (ie not acting on behalf of a trade, business or profession) in circumstances where we did not meet you at our premises, there is a 14 day cooling off period, during which you may be able to cancel our services.
Where the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (Consumer Regulations) apply, you have the right to cancel your contract with us for legal services within 14 days from the day after you instructed us or you receive these terms, whichever is later, provided that you do so in writing. If you decide that you wish to cancel our services under the Consumer Regulations, please complete and return the form below.
If you wish us to proceed without delay, please sign and return our Client Care Letter and/or provide your instructions to proceed within the 14 day period. We will start work for you straight away and you will have to pay us the agreed fees including VAT and disbursements or, if the work has not been completed, a fair proportion of these fees including VAT and any disbursements incurred.
The below should be completed and sent to us only if you are entitled to cancel your agreement with us under the Consumer Regulations and wish to do so.
To: Thursfields Solicitors, 9-10 The Tything, Worcester WR1 1HD.
Notice is hereby given to cancel this contract for the supply of legal services with Thursfields which commenced on ___________________ (insert the day after you instructed us or you receive these terms, whichever is later).