Terms of Business

1. Introduction

1.1 Thank you for instructing us. We shall be pleased to act for you and will do our best to ensure that everything proceeds as smoothly as possible. Please read this document and the accompanying client care letter/information sheet carefully. They contain important information. We recommend that you refer to these documents at regular intervals and at key points as your matter progresses. The information contained in these documents is not intended to be exhaustive, but it provides basic and essential information on those subjects which clients frequently query.

The purpose of this document is to make clear:-

The service which we aim to offer:
The extent of our responsibilities to you: and
The charges which will be made.

Please note that the information is given in general terms.

2. Service

2.1 The work that we have been instructed to undertake on your behalf is set out in the attached client care letter. This is the work to which these Terms accordingly apply. If we are instructed to undertake further work, we may need to make additional charges. An estimate of what these are likely to be would be provided at that point.

2.2 The personnel in the Firm having day to day conduct of your matter is as shown in the attached client care.

2.3 The Partner with ultimate responsibility for your matter is shown in the attached client care letter.

2.4 Please tell us if you are not happy with any aspect of the service you receive or a bill that you have received. We would ask you initially to raise any queries or concerns about our work for you with the lawyer responsible for the day-to-day handling of your work, or their supervising partner if applicable. Either of these persons will do their best to resolve any problems quickly and to your satisfaction. If they are unable to do so, however, or if you would prefer to speak to someone else about it, then please contact Frances Greenhalgh who is based at our Oldham office: by post or e-mail: King Street Buildings, Manchester Street, Oldham OL8 1DH, [email protected] or by telephone on 0161 665 3502. A copy of our complaints handling procedure can be obtained, on request, from her. Our complaints management process is made available to you free of charge.

In the event that you are not satisfied with the firm's response the Legal Ombudsman may be able to consider your complaint. There are, however, restrictions to this service for organisations, as set out on their website (see below). The contact details for the Legal Ombudsman are:

Telephone: 0300 555 0333
Minicom: 0300 555 1777
E-mail: [email protected]
Website: www.legalombudsman.org.uk
Address: Legal Ombudsman, PO Box 6167 Slough SL1 0EH

You should bring any complaint to the Legal Ombudsman within six months of the end of our complaints process. In addition you should be aware that the Legal Ombudsman will not accept your complaint if:

More than a year has passed from the date of the act or omission giving rise to the complaint or from the time when you should have known about the complaint; or
The date of the alleged act or omission giving rise to the complaint was before 6th October 2010.

You may also be able to object to our bill by applying to the Court for an assessment under Part III of the Solicitors Act 1974. If you exercise this right you could be prevented from making a complaint to the Legal Ombudsman. In addition, if you apply to the Court for an assessment and if all or part of the bill remains unpaid at the end of that assessment, we are entitled to charge interest. There are strict time limits that apply to this process and you may wish to seek independent legal advice.

2.5 We are not authorised under the Financial Services and Markets Act 2000, nor are we regulated by the Financial Conduct Authority. 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 certain limited investment advice services where these are closely linked to the legal work we are doing for you. This is because we are members of the Law Society of England and Wales, which is a designated professional body for the purposes of the Financial Services and Markets Act 2000.

The Solicitors Regulation Authority is the independent regulatory arm of the Law Society. The Legal Ombudsman provides an independent complaints review process for most clients of solicitors’ firms. If you are unhappy with any investment advice you receive from us, you should raise your concerns with either of these bodies.

2.6 Insurance mediation - 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 may 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 Solicitors Regulation Authority. The register can be accessed via the Financial Services website at www.fca.org.uk/register.

If you are unhappy with any insurance advice you receive from us, you should raise your concerns with either the Solicitors Regulation Authority or the Legal Ombudsman whose address details appear under ‘Complaints’ (above/below).

3. Performance

3.1 Where possible, the client care letter will contain an estimate of the initial time scale in your matter although the nature of your matter will affect how definite and/or accurate the time scale estimate can be. Where the matter is straightforward and control of the work lies entirely within our hands, then it is more likely a clear time scale can be given at the outset. Where, however, the matter is complicated or lengthy (e.g. in a litigation matter ) or progress is dependent upon the action of others, then there are numerous circumstances which make even the most careful time scale estimate turn out to be wrong. In any event, we will do our best to keep you informed of the time scale involved throughout your matter. Although you should please keep in mind the difficulties mentioned above. In particular, please do not make arrangements based upon a time scale estimate without first checking with us whether it is sensible and safe to do so.

3.2 We will discuss and seek to agree with you the action to be taken by us in your matter at relevant points. There may also be action to be taken by you. We will try to explain to you any such action to you and indicate the time within which it should be taken. To assist us in providing an efficient service we ask that you:-

In all communications, quote the file reference number of your matter and clearly address the same to your legal representative;
Leave clear telephone messages with your legal representative’s Secretary/Assistant and where necessary request that the legal representative return your call;
Notify us immediately of any change of address, telephone number or other material information;
Notify us immediately if you are delayed or cannot attend an appointment; and
Respond to our request promptly and pay our bills and payments to others without delay.

3.3 We will communicate regularly with you about your matter. We will send appropriate copy correspondence to you for your information unless you instruct us not to do so. We will advise you of any significant delays and the reason or reasons for them. We will indicate at each stage when and how we are next likely to be in touch with you. We will return your telephone calls during the course of the same day, if at all possible. We will normally deal with your correspondence on the day after it is received. Our letters to you and others will be in plain and concise language. We will give you appointments without any undue delay. We will deal with you and all other persons with the same attention, courtesy and consideration regardless of race, colour, ethnic or national origins, sex, creed, disability or sexual orientation.

3.4 Hopefully, you will always know what is happening with your matter. However, if you do have any queries about the up- to- date position or future progress please do not hesitate to contact us and we will let you have the answer within a reasonable time. Please, however, bear in mind that our time is your money and therefore it is in your own financial interests to avoid any unnecessary or lengthy telephone calls.

4. Our Fees and Expenses

4.1 In a matter where the charges for work instructed are fixed, these are stated in the costs section of the client care letter attached. If work has to be done which is additional to the work instructed, we may need to make additional charges in these respects.

4.2 Our fees for most services are calculated primarily on the basis of time spent multiplied by the hourly rates. All time spent on matters arising from your instructions is charged for, including time spent in meetings, on telephone calls, preparing papers, calculating costs, file opening and closing, compliance, travelling and waiting. Time is recorded in units of six minutes. Each professional has a normal hourly charge-out rate for these purposes which is reviewed periodically (taking into account factors including inflation and the seniority and experience of our personnel) and you will be informed in advance of any changes.

4.3 Where appropriate adjustments to our hourly rates may be made during the progress of a matter to ensure that the amount charge is fair and reasonable. Increased rates may be applied if, for example, circumstances require specialist expertise, unusually fast response times, or negotiating and working under particularly difficult conditions (such as working excessive or unsocial hours), or to reflect the value of the work performed. We will inform you in advance of any adjustments to our rates, in these respects.

4.4 Payments to others are payable in addition to our costs plus VAT where applicable. The payments to others which we anticipate incurring on your matter are listed in the “payments to others” section of the client care letter (where applicable). If it becomes apparent that additional payments to others will be involved we will let you know. We will normally require you to pay us in advance sufficient monies to cover those payments to others before we will pay them out on your behalf. If we fail to pay the payments to others as requested, a delay may result. If you are involved in a Court case, we may have your costs assessed. We may use a Costs Draftsman to prepare the bill of costs. If this is the case, we may charge you for this service and we will seek, in appropriate cases, to recover the cost of this service from your opponent. If your opponent is unable to pay these costs then you will be personally responsible to pay them.

4.5 We will be entitled to deliver interim bills to you before the conclusion of your matter on a periodic basis. Such bills may not include all the costs incurred to the date of issue. A final account will then be rendered upon completion of your matter. If for any reason, the matter does not proceed to its conclusion, we will charge you for the work done and expenses incurred. If you would like us to provide you with periodic statements of the amount of our work in progress, fees and disbursements incurred, please let us know. These arrangements for payment on account and interim billing do not apply to clients for whom we act under a Conditional Fee Agreement, nor to clients who instruct us by their Legal Expenses Insurers. Special considerations apply to Conditional Fee clients and Legal Expense clients. Please refer to the client care letter sent to you for further details.

4.6 You may set a limit on the fees and payments to others we may incur without your consent. If you wish to do this please confirm the limit in writing.

4.7 All costs information provided by us, and all references in this document to fees, payments to others and other amounts exclude Value Added Tax unless expressly stated otherwise, and where applicable VAT will be charged in addition to such amounts.

Estimate and Payments on Account

4.8 At appropriate intervals (of no more than six months), or at any time at your request, we will provide estimates of the likely overall costs of the work we are doing for you. However, changing circumstances and facts which are unknown to us can affect the level of work required. Accordingly such estimates are intended only as a general guide and should be not be regarded as fixed quotes.

4.9 Apart from conveyancing where advance payments may be required on account of payments to others our normal practice is to ask clients to make advance payments on account of anticipated costs and payments to others. The total cost may exceed any amounts paid in advance. We reserve the right not to proceed until we have received such payment on account which as we have requested.

4.10 All of our invoices are payable on delivery. In the event of an invoice not being paid promptly we may decline to work further and may then deliver a final account. We may charge interest on unpaid amounts at the rate of 3% above the base rate for the time being of the Royal Bank of Scotland or, at our discretion, at the rate applicable to judgment debts. Interest on unpaid amounts shall be due one month after the date of delivery of our bill in relation to non-contentious matters, and from the date of delivery of our bill in relation to contentious matters.

4.11 We accept payment by cheque, bankers draft, bank transfer, debit or credit cards (Master Card or Visa). We do not accept cash in excess of £300 (unless in payment of our costs) and cash is only accepted in our Oldham office. The preferred method of payment is by bank transfer to Lloyds, sort code 30-95-42 account number 41826663 account name ‘Garratts Solicitors Client Account’. When sending any payment to us, please ensure you state both your name and file reference.

4.12 To make payment by credit card or debit card, please call us on 0161 665 3502 and ask for the Accounts Department. It is not necessary for you to visit one of our offices to make payment. Please note that we can only take payments of up to £1,000 per day on credit or debit cards save for conveyancing matters which are restricted to a maximum of £500 in total on credit cards in respect of initial disbursements for searches.

4.13 If we hold money which belongs to you (for example, money paid on account, or costs or damages received from another party) we may, after providing you with written notification of the costs incurred, deduct the amount of our outstanding costs (including payments to others and VAT) from those funds before paying the balance to you.

4.14 For more specific information regarding your particular matter please also refer to the accompanying client care letter/information sheet section on fees, expenses and payments.

Bank Interest

4.15 Our policy on the payment of interest in relation to money that we hold on your behalf is to account to you for all sums earned if the total exceeds £20. Below this sum we will retain any such sums earned without accounting to you for them. We believe that this policy is fair and reasonable, and we keep it under continual review in the light of changing interest rates in particular.

When we are in receipt of large amounts of money we will usually place such funds on specific deposit, in which case you will receive all the interest received. General payments of interest are made without deduction of tax but tax is deducted at source on specific deposits.

Please note that the rates of interest that we might earn on your behalf are likely to be lower than you might otherwise obtain since we need to have instant access to all such funds.

Payments to you

4.16 Please note that we are unable to send any monies to an account which is not in Pounds Sterling. If you are unable to cash a cheque in Pounds Sterling, or do not have access to an appropriate bank account in your name, please speak to the Fee Earner with conduct of your case. The approval of two Partners will be required for any international payments and you will be liable for additional costs incurred.

5. Storage of Papers and Documents

5.1 Our usual practice is to keep your file for an appropriate period of time based on the type of case, please refer to the table 5.1.1 for your specific case type. The storage period follows the date of the final bill we send to you for the relevant work, after which it may be destroyed. In some cases files are being electronically stored and the information retained for the period referred to below. This does not apply to original legal documents such as property deeds, share certificates and signed agreements, as to which please see paragraph 5.2 below. If, after the conclusion of the matter, we produce or make copies of anything on your file for you, we may make a charge for this based on time spent.

**5.1.1 File retention by case type**
Department / Case type	Physical retention period (years)	Digital retention period (years)
Crime & Crown Court	3	3
Family	3	3
Family cases involving finances	3	3
Care	3	3
Conveyancing (Sale)	3	12
Conveyancing (Purchase)	6	12
Commercial	3	3
Personal Injury	3	3
General Litigation	3	3
Medical Negligence	3	3
Mental Health	3	3
Wills & Probate	6	12
Trusts	6	12

5.1 Storage of original deeds and documents by us is by special arrangement only and may involve payment of a fee. Please speak to the person in charge of your matter if you would like us to provide this service.

5.1 We shall be entitled to exercise a lien over, and to retain, your documents, money or other property belonging to you which has come into our possession until we have been paid in full for all work carried out on your behalf. Acceptance by us of any payment on account of the full amount due will not amount to a waiver of our rights of lien over any of your documents or other property in our possession or recovered or preserved by us on your behalf.

5.1 Please note that any ID obtained from you will be retained on our paper file for up to 6 years and retained indefinitely on our computerised file. In confirming your retainer you are providing your consent to the retention of your information in this way. Please do not hesitate to contact us should you wish to withhold such consent or have any concerns or queries.

6. Data Protection

6.1 In order that we may provide you with legal services, we need to record and maintain certain factual information on your personal circumstances which we may hold in hard copy and electronic form. We would advise you to consider the Data & Privacy Notice on our Website for full information.

6.2 We may use all information that we hold about you, including sensitive personal information such as information relating to your health, your racial or ethnic origin, political opinion, religious or other beliefs, trade union membership, sexual orientation and criminal convictions, for the purposes of providing our service to you and your insurers and maintaining records about you that we must keep by law or under regulatory requirements.

6.3 We shall not pass any information about our clients to third parties whether for commercial exploitation or otherwise. We pass client information to third parties only where it may be necessary or beneficial in carrying out the work for which you have instructed us or where we have to disclose information to third parties because of our legal or regulatory obligations or to prevent fraud or to satisfy money laundering regulation. By way of example, documentation and information containing your personal details (such as your name, address and details of your claim) may, on occasions, have to be sent to your insurers, the person you are making a claim against, their lawyer or their insurer. This may take place before or after you decide to issue Court proceedings, but any such action is taken in accordance with our standard practices and protocols.

6.4 In addition to the information that you provide, we may also obtain information about you from other individuals, partnerships, companies or other organisations (e.g. credit card reference agency) in order to verify your identity.

6.5 Under the Data Protection Act 2018 and the General Data Protection Regulation (GDPR), you are entitled (subject to some exceptions) to a copy of the information we hold about you. If you would like to obtain this information please contact Antoni Machowski stating what personal information you wish to access. Requests can be sent to him by telephone 0161 665 3502, by emailing [email protected] or in writing to Garratts, King Street Buildings, Manchester Street, Oldham OL8 1DH.

7. Termination

7.1 You may terminate your instructions to us at any time by notice in writing.

7.2 We may decide to stop acting for you only with good reason, for example if you fail to pay our bills timeously, if you fail to give us adequate instructions to enable us to advise you, if a conflict of interest arises which prevents us from continuing to act, or if you fail to provide any evidence of identity we have requested. We will give you reasonable notice wherever possible if we intend to stop acting for you.

7.3 If you terminate your instructions or we stop acting for you with good reason, you may pay our fees and expenses up to the date that we cease acting, including any costs we incur in removing our name from the Court record, and/or transferring our file to you or another adviser.

8. Consumer Contracts Regulations 2013 (Applicable Only To Non-Commercial Clients)

8.1 If our instructions to act arose from a meeting (or other communication) that occurred with a representative of our firm who was not then at our office, it would be an “off-premises” contract; and as such (unless the payment for the services by you would not exceed £42 – e.g. a legal aid matter subject to no contribution), you would have a right to cancel your instructions to this firm (by letter, fax or e-mail) within 14 days of the day after the date that you contacted/instructed this firm. If you cancel the contract within that 14 day period, but in the meantime you instruct us to carry out an item of work, and we carry it out, you would be liable to pay our reasonable costs for that work. Also, if you authorise us to commence work and thereafter give notice of cancellation, by which time we have completed the matter, again you would be liable to pay our reasonable costs for that work. However, subject to this point, if you exercise your cancellation right, you would not be charged for our services.

8.2 If we have been instructed to act for you otherwise than as described above, this would be an “on-premises” contract, with no right of cancellation; although you would be entitled to terminate our retainer (as mentioned elsewhere in this document).

If you return these Terms and Conditions of Business, duly signed, then this would amount to your authority to proceed with this matter, with any cancellation right having been waived; and once we have started the work, you may be charged if you then cancel the instructions. As mentioned above, during the course of the matter you would be entitled to terminate our retainer.

9. General

9.1 Where we are instructed to act for more than one person, your liability for our fees and expense shall be joint and several with them. This means that you alone can be held liable for the full amount.

9.2 These standard terms and conditions supersede any previous arrangement with you concerning their subject matter and must be read in conjunction with all accompanying and subsequent correspondence and documentation sent to you relevant to the terms on which we act. Together, they set out the terms of business governing the work we do for you on a particular matter. Each provision of such terms of business is severable and distinct from the others. These terms of business cannot be amended except with our written agreement or as provided in these terms of business.

9.3 Unless we notify you otherwise, these standard terms and conditions shall apply to any future instructions you gave us.

9.4 Your continuing instructions on any particular matter will indicate your acceptance of these standard terms and conditions and any other terms we may agree in writing.

9.5 These standard terms and conditions and any other terms we may agree with you are governed by the laws of England and Wales and any dispute relating to them shall be subject to the exclusive jurisdiction of the English Courts, provided always that we may in our absolute discretion refer any dispute to binding arbitration in London under the Rules of the London Court of International Arbitration, which Rules are deemed incorporated by reference into this paragraph, and in which case the number of arbitrators shall be one, the language to be used in the arbitral proceedings shall be English and the seat of the arbitration shall be England. This paragraph is subject to our obligations under law and the rules of professional conduct by which we are bound.

9.6 You may not assign all or any part of the benefit of, or your rights and benefits under, the agreement of which these standard terms and conditions form part.

10. Exclusion and Limitation of Liability

10.1 Where you agree to a limit being imposed on the liability of any other professional or financial advisers instructed by you in relation to this matter for loss or damage resulting from the performance of or failure to perform their respective duties, the liability of this Firm and/or any of its partners will not in any event exceed what it would have been had the liability of such other advisers not been so limited and had the contribution of all such advisers, but for such limitation, been proportionate to their respective responsibilities for such loss or damage.

10.2 The liability of this Firm to you shall be reduced to take into account any contributory negligence on your part.

10.3 We accept instructions from you on the basis that our services are provided solely for your benefit and we do not assume any liability to any person other than you in relation to the advice we give you. Unless we indicate otherwise in writing, we assume no responsibility for or liability (including liability for fees) in relation to the acts or omissions of, or advice given by, any experts, consultants or other advisers (including legal advisers) engaged in relation to any matter connected with your instructions to us. Our advice is confidential to you and this Firm will not be responsible if you make it available to third parties. Advice we give in connection with contentious matters may be covered by professional privilege and if you show it to others it may cease to be privileged, and therefore become disclosable to other parties to the dispute. No person who is not a party to the agreement embodied in these standard terms and conditions and the relative covering letter(s) shall, in the absence of express provision to the contrary, have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, but this does not affect any right or remedy of a third party which exists or is available other than under that Act.

10.4 The Firm will not be liable for any delay in performing or failure to perform any of our obligations to you if such delay or failure results from events or circumstances outside its control, including, without limitation, transport or communications failure; the consequences of a terrorist attack; failure of our computer systems; or damage to our premises or storage facilities by explosion, fire, corrosion, flood, natural disaster, or malicious or negligent act or accident.

10.5 In connection with these instructions this Firm shall not be liable to you for any indirect or consequential loss or damage (including loss of profits) suffered by you or any other person.

10.6 You shall not bring any claim against any of our employees in his or her personal capacity in connection with the advice we give you save in circumstances of fraud by the employee. We shall not seek to avoid any liability to you on the grounds that the relevant claim should be brought against one or more of our employees and not this Firm.

10.7 Paragraphs 9.1. to 9.6. (inclusive) above shall not apply in relation to any liability to you we may incur arising from your instructions in this matter if these terms of business constitute a contentious business agreement (as defined in section 59 Solicitors Act 1974). The agreement of which these standard terms and conditions form part shall not be a contentious business agreement unless we have agreed this with you in writing.

10.8 Our liability shall not be limited by anything in paragraphs 9.1. to 9.6. (inclusive) (or by any limitation on our liability set out in any of the documents referred to in paragraph 9.7. above) in relation to death or personal injury or in circumstances of fraud or reckless disregard of professional obligations.

11. Proof of Identity and Money Laundering

11.1 The Law now requires solicitors, as well as banks, building societies and others, to obtain satisfactory evidence of the identity of their clients. This is because solicitors who deal with money and property on behalf of their clients can be used by criminals wishing to launder money. In order to comply with the law on money laundering, we need to obtain evidence of your identity as soon as practicable. We should be grateful, therefore, if you would provide us with documents to verify your identity and address – one bearing your photograph such as a current photo driving licence or passport and one with your current residential address, such as a current utility bill, bank statement or council tax demand, not more than three months old. We will take copies of those documents, which we will retain, on your file.

11.2 In the event that you are a company client we will require evidence of the existence of the Company and confirmation of the person(s) in the Company from whom we are to take instructions. Please, therefore, let us have a copy of your Certificate of incorporation, your memorandum and articles of association, and a recent set of accounts together with written confirmation, on headed paper, of the person(s) authorised on behalf of the company to give us instructions. In addition we will require identity documents and proof of address from the Directors and if appropriate shareholders of the company.

11.3 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.

12. Duty of Care to Mortgage Lenders

Please note that if you are purchasing with the assistance of a mortgage then your mortgage lender is likely to instruct us to act on their behalf. In these circumstances, it is important to note that we have a separate duty of care to you (the “borrower”) and your mortgage lender. This also means that information will need to be shared with all parties.

It is important to note that the Solicitors Regulation Authority Code of Conduct 2011 prevents solicitors from acting for both parties in a transaction where there is a conflict of interest or a significant risk of one. An exception to this states that a solicitor may act for both a mortgage lender and borrower on a grant of mortgage of property providing:

The mortgage is a standard mortgage (if it is provided in the normal course of the lender’s activities, where a large part of those activities consists of lending, and is on standard terms) of property to be used as the borrower’s private residence;
The solicitor is satisfied that it is reasonable and in both of his clients’ best interests for him to act; and
The Certificate of Title as required by the mortgage lender is in the form approved by the Law Society and the Council of Mortgage Lenders.

Mortgage lender’s instructions often require a more in-depth investigation of title than that required for a borrower. We must be conscious of any attempts by the borrower to conceal information from the mortgage lender, such as cash-back incentives. If the borrower prevents us from disclosing information to the mortgage lender, we may no longer continue to act, as this non-disclosure would prevent us from providing a proper service to our lender client i.e. the mortgage lender.

13. Provision of Services Regulation 2009:

We are required to give you certain information under the above Regulations.

13.1 The Firm’s VAT registration number is 306786049.

13.2 The Firm’s Professional Indemnity insurers are Starr Insurance (Europe) Limited, Floor 4, 30 Fenchurch Street, London EC3M 5AD brokered by Howden Windsor of 71 Fenchurch Street, London, EC3M 4BS. Territorial coverage is worldwide (excluding USA and Canada).

13.3 Our services are provided as solicitors of England and Wales and regulated by the Solicitors Regulation Authority. The Authority’s rules can be accessed via their website www.sra.org.uk.