Home | General Terms of Business

TAYLOR VINTERS'
GENERAL TERMS OF BUSINESS

INTRODUCTION

Taylor Vinters is a firm of solicitors based in Cambridge, England, practising English law. We are regulated by the Solicitors Regulation Authority (SRA No. 67782). We are also authorised and regulated by the Financial Services Authority for investment business. VAT No. GB 213 259 684.

Details of the SRA rules can be found on: http://www.sra.org.uk/rules/

Details of the FSA rules can be found on: http://fsahandbook.info/FSA/index.jsp

All solicitors are subject to rules and principles of professional conduct, one of which is that clients must be informed of certain terms of business. The following are our general terms of business, which should be read in conjunction with our engagement letter and will govern our relationship with you, unless otherwise expressly agreed in writing. By instructing us, you authorise us to take the steps we consider appropriate to represent you, including incurring reasonable expenses on your behalf.

1 CLIENT CARE AND WHAT YOU MAY EXPECT FROM US

We pride ourselves on the high quality of our legal services and our standards of client care. At the outset of each new matter we shall:

• Write to you to confirm our discussions regarding your objectives, the issues/options we have identified and what you have asked us to do in regard to these.
• Explain who will be undertaking that work and their status.
• Identify the partner who has overall supervision of your work.
• Provide full contact details, including those of assistants and secretaries.
• Explain what the work entails and the expected timescale to the extent possible at that time.
• Provide an estimate of the likely cost of the work or its initial stages, as well as a cost-benefit/risk analysis (where appropriate).

If, at any time during the course of the work, any of the above details change we will write to inform you of this in advance.

Please note that in accordance with the above, unless expressly agreed otherwise, our services will not include advice concerning the tax implications of any course of action or transaction, or advice on tax related issues generally.

We will periodically keep you informed on the progress of the matter and on the costs. In the event that the matter develops in a way that affects our initial estimate of the likely costs of the work, we will explain why this is. You should be aware that in some types of work, it is often only possible to give detailed costs estimates for the various stages of the matter. In such cases, we will nonetheless give you our best estimate of the likely total costs so that the cost-effectiveness of proceeding with the matter can be assessed.

During the course of the matter, we may need to obtain instructions and/or information/data from you and we would encourage you to provide this as soon as practicable, in order for us to maintain suitable standards in dealing with your case.

Where necessary, you should advise us who is properly authorised to give us instructions, which may include oral instructions, and in certain circumstances provide relevant confirmation of this. Also, please see Liability to pay our fees section 4.4 below.

Unless we specifically agree with you that our fees will be payable at the end of the matter, it is our policy to raise interim bills on either a monthly or quarterly basis. We will agree with you at the outset of the matter, which is the most appropriate method of billing.

The lawyer/s undertaking your work will not change without good reason and we will ensure that you are introduced to new members of your legal team in a timely manner.

As a professional firm, we are committed to promoting equality and diversity in our dealings with all clients, third parties and employees. Details of our approach are available on request.

2 STANDARDS

As part of our commitment to providing consistently excellent levels of service, Taylor Vinters is accredited with the "Lexcel" Practice Management Standard. The Lexcel standard is a comprehensive framework of recognised best practice for the legal profession, developed by the Law Society.

The continuing periodic assessment process for Lexcel requires a sample number of client files to be examined by independent auditors appointed by the Law Society. Any person involved in the audit process has the same duty as we do to abide by confidentiality rules (see Confidentiality section 8 below).

We hope that all our clients are willing to be part of this process. Should you have reason to object to your files being examined in this manner, please let us know and we will exclude your file from the audit pool.

3 FEEDBACK AND COMPLAINTS

We are committed to continuous improvement in the quality of our services and we welcome suggestions or comments from you in helping to achieve this goal.

In the event that you are dissatisfied with any part of our service, or costs or the advice you have received, then in the first instance please will you raise your complaint with the lawyer concerned or with their supervising partner.

We operate a two-stage complaints process, in which if we cannot resolve your complaint to your satisfaction after its initial referral, the firm's chief executive officer, Matt Meyer, will review the complaint and seek to resolve it to your satisfaction.

We always aim to resolve any complaints promptly and professionally, in accordance with our internal procedures (a copy of which is available upon request).

In the unlikely event that we cannot resolve the complaint, then clients may still seek remedy through independent means:

In regard to legal work, through the Legal Ombudsman (LeO). Contact details for the LeO are: Tel. 0300 555 0333; email at enquiries@legalombudsman.org.uk and postal address: PO Box 15870, Birmingham B30 9EB.

In regard to our financial services team through the Financial Ombudsman Service: Contact details for the FOS are: Tel. 0845 080 1800; website: http://www.financial-ombudsman.org.uk/ and postal address: South Quay Plaza, 183 Marsh Wall, London E14 9SR.

4 FEE ARRANGEMENTS

4.1 Fee estimates

The estimates of costs, which we give you, are based on our experience and judgment of what the work entails. As matters develop, new information may be received from you or from other parties to the matter which materially affects the work to be done and will increase the cost. It is important that you and we regularly review the information on which our fee estimates are given to ensure that all material factors have been taken into account.

4.2 Hourly rates

Unless otherwise agreed with you, our fees will be calculated by reference to the hourly charge-out rate of the lawyer/s undertaking your work and the time required to complete the work. Additional factors may be taken into account when providing you with an estimate of the fees. These include the nature and complexity of the work; the specialist knowledge and expertise required and the value and detail of the transaction. In certain circumstances we will charge a premium rate over and above our standard hourly rates to reflect these factors.

We also reserve the right to charge a higher rate for work undertaken at unsociable hours (that is very early, very late or at weekends) if the urgency of work requires this.

4.3 Fixed fee arrangements

If we have agreed to carry out work on a fixed fee basis, we will agree with you what work is included within that fixed fee agreement. Any additional work that becomes necessary or which you request will be separately charged for on an hourly rate unless you and we agree to re-negotiate the fixed fee. It may be appropriate in fixed fee matters to request stage payments on account. This will be discussed with you on receipt of your instructions.

4.4 Liability to pay our fees

Each and every party (whether an individual, firm, partnership, company or other legal entity) whose interests we represent while acting in accordance with your instructions will be liable jointly and severally for the payment in full of all our fees, expenses and VAT. This applies irrespective of any agreement reached between you and any other party as to how our fees are to be paid or to whom we address our invoice and other communications.

In some situations we will require personal guarantees from individuals where we are being asked to act for companies or other organisations or bodies which may not have the ability to pay our fees and/or which require to be set up or created during the course of the work we are requested to undertake. In such situations, we will provide a form of guarantee and individuals should take independent legal advice on the obligation the guarantee contains.

4.5 Payment on account of fees

We may ask you for a deposit on account of fees and expenses in certain matters, including contentious work. In some circumstances, we will require a payment on account to be maintained as a float against future fees and expenses until such time as the matter is completed and a final invoice raised against which the payment on account can be off-set.

4.6 Our invoices

A final account will be delivered on completion of the work or on termination of your instructions. Interim accounts will be delivered periodically, as agreed with you at the outset of the instructions. Unless stated to the contrary, all interim accounts will be treated as final accounts for the work specified in them.

In all instances where we are holding money on your behalf in our client account, we are required by the provisions of the Solicitors¡¦ Accounts Rules to apply that money to payment of our fees once an account has been presented to you. This will apply unless we have agreed with you that any such funds held in client account are to be held as a float against the total sum of our fees pending the completion of a matter.

In conveyancing matters, we may deliver our account and require payment prior to completion.

4.7 Credit terms and interest on unpaid invoices

All accounts are payable upon presentation. If invoices remain outstanding after 30 days, we reserve the right to charge interest. This will be at the rate payable on judgment debts, which is currently 8% per annum.

If an account remains unpaid for more than 30 days, we reserve the right to stop work on the matter until payment is received and, if requested, a further payment on account of future costs is made. In contentious matters, if an account remains outstanding for more than 30 days we may request the court to remove us from the court records as acting for you.

Costs: Where you are not satisfied with our costs invoice, you can request us to undertake a review of costs or a costs assessment ¡V please see the reverse of the invoice for details. Please be aware that we remain entitled to charge interest on any part of an unpaid bill.

4.8 Reviewing our hourly rates

We review our fee rates periodically and will notify you of any changes. Any increases apply automatically from the date of review in respect of new instructions and we will discuss with you whether it is appropriate to apply the increase in respect of on-going matters.

4.9 Disbursements

Disbursements (payments made on your behalf) will be charged at cost. We may ask for payment in advance of any significant amounts.

4.10 Expenses

Photocopying

In certain circumstances we may make charges for photocopying and these expenses will be charged as follows:

A4 black and white 10p per sheet.

A3 black and white 20p per sheet.

A4 colour 50p per sheet.

A3 colour ¢G1.00 per sheet. Large plans ¢G1.00 per sheet.

Travel expenses

Travel expenses will be charged at standard rates for air and train fares, except where the nature and timing of the travel make it appropriate to travel first class or business class. These travel expenses will be charged at cost. Taxis will also be charged for at cost. Car mileage is charged at a flat rate of 45p per mile.

4.11 VAT

VAT at the appropriate rate will be charged on fees, expenses and disbursements (as applicable).

4.12 Foreign currency

Accounts will be submitted in sterling and payment must be made of that amount net of conversion costs and bank charges.

4.13 Third parties

If our account is to be paid by someone other than you, you will remain responsible for the account until that other person has paid it. This is because you are our client and if the other person does not pay we generally have no right to claim against him or her as the case may be.

5 CLIENT MONIES

Unless we otherwise agree with you, any money that the firm receives or holds for you will be deposited in a client bank account with a clearing bank or a building society deposit account. The firm will not be responsible for any loss due to any mistake or failure by the relevant institution.

In accordance with our Anti-Money Laundering procedures (see section 7 below):

Cash payments: No cash payment in excess of ¢G250 may be made into the client account, unless you have the specific written permission of the managing partner or finance director.

Source of funds: We will not accept payment from a source unless that source has previously been identified to our satisfaction and we have agreed to accept payment from that source. If payment is made in breach of this provision, the funds will usually be suspended and not applied to the transaction, pending receipt of consent from the appropriate authorities.

6 INTEREST ON CLIENT MONIES

Where we hold money belonging to you, including damages recovered on your behalf, we will pay you interest in accordance with the Solicitors¡¦ Accounts Rules. In accordance with these rules we will not pay interest where this amounts to less than ¢G20.

7 REGULATION: ANTI¡VMONEY LAUNDERING REQUIREMENTS

We have statutory obligations to operate anti-money laundering procedures and to comply with legislation concerning the proceeds of crime; under the Money Laundering Regulations 2007 and the Proceeds of Crime Act 2002 (as amended) respectively.

In accordance with these requirements, we shall ask you to provide suitable identification documentation for all clients for whom we are instructed (for example, in regard to an individual, photographic identity in the form of a passport or driving licence and a separate item to confirm your address and in the case of corporate clients, we will require specific documents relating both to the company and to individual directors).

We will make copies of these documents and maintain them on a client database for future reference. In addition we may be required to undertake other/supplementary checks and searches as part of the 'Know our Client' procedures. By instructing us, you hereby consent to us carrying out such checks in regard to fulfilling these regulatory requirements. This includes electronic data checks obtained via a third party. We reserve the right to pass on to you the cost of carrying out these checks.

Beyond the initial identification checks, we are also obliged to undertake further checks in regard to any other persons or interests (potentially) involved with the client or matter, and to do so on an ongoing basis. For example, not only may we need to understand the purpose for which we are being instructed, but also make other inquiries, such as in regard to the source of funding in relation to all activity involving client money, whether or not it passes through our client account.

The wide-ranging nature of these legal requirements places us under a clear cut obligation to report information to the appropriate authorities in relation to any suspicion of money laundering or other activity involving criminal property (which is also widely defined), and includes all types of tax evasion.

In such circumstances, we are not allowed to notify you or tip off the person whom we are reporting and our legal duties may well override any duty of client confidentiality. Where a report has been made, pending consent to proceed from the relevant authorities, we may be unable to take any further action on your behalf.

We do not accept any liability for any losses flowing directly or indirectly from our compliance with these statutory obligations.

In the ordinary course of business, we cannot commence work for you until we have completed our compliance procedures in relation to client identity and sources of funding. In the event that we have started work on your behalf (because of the urgency of the matter or to comply with any court timetable) before you have provided the information or documents necessary to fulfil these obligations, you will be liable to pay our fees up to the point at which we cease to act if, for some reason, we cannot reasonably be satisfied as to the information you have provided. We are not obliged to provide you with any explanation as to why we may not be satisfied with the information received.

Should you have any query regarding these matters, please raise them with your lawyer.

8 CONFIDENTIALITY

We will keep confidential information received from you while acting in connection with any matter unless;

• We have your authority to disclose;
• We are required to disclose it by law;
• The information is in or comes into the public domain without any breach of confidentiality by us;
• We are required to disclose it by the regulatory or revenue authorities, in which case, we will endeavour to give you as much advance notice as possible of any such required disclosures.

9 COMMUNICATIONS WITH YOU AND USE OF EMAIL

We aim to work as cost effectively and efficiently as possible, which includes corresponding by means of email for speed and convenience. We operate a firm-wide protocol on the use of email but please note that its security and confidentiality cannot be guaranteed and nor can its reliability.

10 STORAGE OF PAPERS, DEEDS, WILLS AND OTHER ITEMS

After your matter has been completed, we will retain the file for as long as we think necessary. After such time the file will be destroyed without further reference to you. Before your file is archived, we will return any original documents to you.

If you wish us to retain a file for any particular period in excess of that which we think necessary, please let us know. In these circumstances we may ask you to retain the file personally. Please note that certain parts of the file belong to you and parts to us.

Where we provide a safe custody service for certain original documents, including Deeds and Wills, we are insured against their loss. No charge is currently made for this service. Any other items held at your request are held at your risk and are not insured.

When archived items are retrieved at your request, we generally make no charge. However, when such retrieval involves an unusual amount of time or correspondence we reserve the right to charge a fee.

11 PROFESSIONAL INDEMNITY INSURANCE

We maintain professional indemnity insurance on a worldwide basis and details of the insurers are available on request.

12 CONFLICTS

Occasionally circumstances may arise where a conflict of interest exists in terms of us possibly acting for different clients. We have procedures in place which are designed to prevent this, but if you are aware or become aware of a possible conflict, please advise us immediately. In such cases, we shall need to consider relevant aspects of the situation, which may (taking into account legal and professional rules and client interests) prevent us from acting (or continuing to act) for either or both parties.

13 LIMITING OUR LIABILITY TO YOU

In certain circumstances it might be appropriate for us to agree with you, on accepting your instructions, that our liability is limited (in relation to claims arising from breach of contract or negligence) to the extent of our indemnity insurance cover or to some other limit to be agreed with you. In such circumstances this agreement will form part of our retainer and you should take independent legal advice on the implications of such a limitation.

14 AUDIT LETTERS

For our corporate clients and occasionally for other institutions or bodies, we are periodically asked to provide reports to your auditors. This requires us to make certain representations in connection with their preparation of your statutory accounts. In such instances we charge a fee of ¢G100 plus VAT for the preparation of such a report.

15 TERMINATION AND LIEN

You may terminate your instructions to us at any time (unless we are acting under a Conditional Fee Arrangement) but we will be entitled to keep all your papers and documents while there is money owing to us for our fees and expenses.

In some circumstances, you may consider that we ought to stop acting for you; for example if you cannot give clear or proper instructions on how we are to proceed; or if you have lost confidence in how we are carrying out your work.

We may decide to stop acting for you only with good reason; for instance, if you do not pay an interim bill or comply with our request for payment on account. We must give you reasonable notice that we will stop acting for you.

If you or we decide that we will no longer act for you, you will be liable to pay all fees and expenses incurred up to the point at which we cease to act.

16 TAYLOR VINTERS’ STATUS

Taylor Vinters is a partnership. In the event of the partnership converting to limited liability partnership status (“LLP”) the contract between us, which incorporates these terms and conditions, will transfer to the LLP and you agree that the performance by the LLP of the contract will be in lieu of performance by Taylor Vinters, the partnership.

17 DATA PROTECTION

While undertaking your work and after it has been completed, we will be processing data as it is defined in the Data Protection Act 1998 (“DPA”). This relates to personal data provided by individuals. For the purposes of the DPA, the data controller in relation to any personal data you supply is Taylor Vinters. Information received from you may be used for administration and compliance purposes and for marketing other services of the firm in which you may be interested. In accordance with the DPA, you are entitled to request a copy of the information we hold about you. We may charge a fee for complying with this request. If you become aware that the personal information we hold about you is inaccurate, you may request that we amend it. If you have any enquiry in relation to personal data kept by us, or if you do not wish your information to be used for marketing our services, please write in the first instance to Murray Walker at Taylor Vinters, Merlin Place, Milton Road, Cambridge CB4 0DP.

18 GOVERNING LAW

The contract between us is governed by English Law and both parties agree to submit to the exclusive jurisdiction of the English courts.

APRIL 2011­­­