1. Definitions
1.1 “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant data protection or supervisory authority and applicable to a party;
1.2 “Engagement” means the services to be delivered by us as set out in the Engagement Terms;
1.3 “Engagement Letter” means the engagement letter between you and us;
1.4 “Engagement Terms” means the agreement between you and us comprising the Engagement Letter, these terms and the Service Specific Terms (if applicable);
1.5 “Firm”, “our”, “we” or “us” means Moore SGD Law LLP (entity registration number: OC454522);
1.6 “Intellectual Property Rights” means patents, trade and service marks, design rights (whether registrable or otherwise), application for any of these, data, software, designs, utilities, tools, models, systems, methodologies, know-how, copyrights, database rights, rights in or relating to confidential information, trade or business names and other similar rights or obligations whether registrable or not in any part of the world;
1.7 “Regulator” or “SRA” means the Solicitors Regulation Authority;
1.8 “Service Specific Terms” means the additional terms applying to the Engagement to the extent they are specifically referred to in the Engagement Letter;
1.9 “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018;
1.10 “you” or “your” means the persons or companies to whom our Engagement Letter is addressed and to whom our services are provided; and
1.11 The following terms shall have the meanings given to them in the Data Protection Legislation: “Controller”, “Processor”, “Information Commissioner”, “Data Subject”, “Personal Data” and “Processing”.
2. Moore Global
2.1 Moore SGD Law LLP is an independent member firm of Moore Global Network Limited (“Moore Global”), a worldwide network with members in principal cities throughout the world.
2.2 No member firm of Moore Global is an agent or partner of Moore Global and no member firm has authority to enter into any legal obligations on behalf of Moore Global or another member firm. If we introduce you to another member firm we do not accept any liability for work which they carry out on your behalf (and you must make your own contractual arrangements directly with them). The fact that you may have been introduced to us by another member firm of Moore Global does not make that member firm or any of its staff members responsible for any of our acts or omissions. Similarly, we are not the agent or partner of any other Moore Global member firm and we do not have authority to enter into any legal obligations on their behalf.
2.3 You agree that the Firm has sole liability for the work covered by the Engagement. You shall not bring any proceedings or make any claim whatsoever against any member firm of Moore Global, or Moore Global itself, in relation to the work covered by the Engagement.
3. Associated Businesses
3.1 We may arrange for some of the services which we are to provide to you to be performed by a company or firm which is associated with us. A list of the current associated businesses within the Moore Kingston Smith Group are set out in clause 4 (List of Moore Kingston Smith Associated Businesses). In such cases, unless otherwise agreed, the associated business will perform the services under the Engagement Terms and its fees and expenses will be billed by us. If however, we consider the scope of services warrants the associated business entering into a separate engagement with you, that associated business will write to you setting out the relevant engagement terms. That associated business will then be solely liable to you for the performance of the services, and the fees and expenses of that associated business will be billed to you separately.
3.2 Where further to clause 3.1 an associated business of ours sends you engagement terms, we may share information (including confidential information and Personal Data) relating to you and your matter with, and receive such information from, the relevant associated businesses, and where appropriate instruct them to provide support or other services in connection with the Engagement. This may include, in particular, an entity named in clause 4 or in particular:
(a) Moore Kingston Smith LLP for audit, tax, accounting, business advisory and other professional support services; and
(b) Moore Kingston Smith HR Consultancy Limited for employment and/or human resources-related services.
3.3 Communications between us and our associated business as described in clause 3.2 will be kept confidential by us and our associated businesses, but may not be protected by privilege.
4. List of Moore Kingston Smith Associated Businesses
• CS Risk Management and Compliance Limited – a subsidiary of Moore Kingston Smith LLP;
• Devonshire Corporate Finance Limited – a subsidiary of Moore Kingston Smith LLP;
• Moore ClearComm Limited – a subsidiary of Moore Kingston Smith LLP;
• Moore Intelligent Finance Limited – a subsidiary of Moore Kingston Smith LLP;
• Moore Kingston Smith Corporate Finance Ltd – a subsidiary of Moore Kingston Smith LLP and authorised by the Financial Conduct Authority;
• Moore Kingston Smith Financial Advisers Ltd – a subsidiary of Moore Kingston Smith LLP and an appointed representative of Best Practice IFA Group Limited, which is authorised and regulated by the Financial Conduct Authority;
• Moore Kingston Smith HR Consultancy Limited – a subsidiary of Moore Kingston Smith LLP;
• Moore Kingston Smith LLP – a limited liability partnership authorised by the Institute of Chartered Accountants in England and Wales;
• Moore Kingston Smith & Partners LLP – an insolvency practice under the control of Moore Kingston Smith LLP;
• Moore Kingston Trust Corporation Limited – a subsidiary of Moore Kingston Smith LLP;
• Moore R & D Limited – a subsidiary of Moore Kingston Smith LLP; and
• Moorementum Limited – a subsidiary of Moore Kingston Smith LLP;
• WMT Troncmaster Services Limited – a subsidiary of Moore Kingston Smith LLP.
• MKS Financial Planning Limited – a subsidiary of Moore Kingston Smith LLP and authorised by the Financial Conduct Authority
or any other entity (including any company, LLP, partnership or other entity) in which Moore Kingston Smith LLP, a majority of its members or any other associated business has, either directly or indirectly, a material interest (meaning the right to exercise more than 30% of the voting rights of the members or shareholders of or partners in the relevant entity).
This list is subject to change from time to time.
5. Our Liability
5.1 Cap on our liability: Subject to clause 5.5 (Liability that cannot be excluded), our total liability to you in respect of any claim, loss, damage, liability, costs, charges and expenses, suffered or incurred directly or indirectly by you as a result of the provision of the services we perform through the Engagement (including as a result of breach of contract, breach of statutory duty, tort or other act or omission of us or any of our associated businesses), is limited to £3,000,000 in the aggregate unless otherwise stated in the Engagement Letter or the Service Specific Terms. Furthermore, where you instruct us on future matters, unless we expressly agree in writing to the contrary an equivalent limitation shall also apply to each such future matter but with a fresh limit, as above. If the Engagement is between us and joint clients, a single limit will apply to be shared jointly by such clients.
5.2 General exclusions of liability: Subject to clause 5.5 (Liability that cannot be excluded), we will not be liable, whether in contract, tort (including negligence) for breach of statutory duty, or otherwise, arising under or in connection with the Engagement for any:
(a) loss of profits;
(b) loss of sales of business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill;
(g) indirect or consequential loss;
(h) losses arising from changes in the law (or the interpretation thereof), practice, or public policy that are first published after the date on which our advice under the Engagement is given; and
(i) losses arising from you acting on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law, practice, public policy or your circumstances.
5.3 Net Contribution: Our liability to you will be reduced to the extent that we prove that we would have been able to recover a contribution pursuant to the Civil Liability (Contribution) Act 1978 from one or more of those of your professional advisors instructed by you in relation to any similar purpose as the purpose of the Engagement (and in each case if, as a result of an exclusion or limitation of liability in your agreement with such professional, the amount of such contribution would be reduced, our liability to you shall be further reduced by the amount by which the contribution we would be entitled to claim from such professional is reduced). Nothing in the Engagement Terms shall prevent us from relying on information you provide to us, including where that information comes from third parties, and accordingly we shall have no liability in respect of any claim or loss arising out of our reliance on such information.
5.4 No claims against individuals or other Moore Kingston Smith associated businesses:
(c) The partners, staff, officers and consultants of the Firm will be acting on behalf of the Firm and will not incur any personal liability whether in tort contract or otherwise in respect of the work carried out on our behalf.
(d) You agree that those individuals will not have a personal duty of care to you or any other person and any such claim may only be brought against the Firm. Any individual may enforce this clause 5 under the Contracts (Rights of Third Parties) Act 1999 but the Engagement Terms may be varied by written agreement between you and us at any time without the need for any such individual to consent.
(e) You agree that the Firm has sole liability for the work covered by the Engagement and you undertake not to bring any proceedings or make any claim whatsoever against any other Moore Kingston Smith associated business in relation to the work covered by the Engagement.
5.5 Liability that cannot be excluded: Nothing in the Engagement Terms excludes or limits our liability for: (i) death or personal injury caused by our negligence; or (ii) fraud or fraudulent misrepresentation; or (iii) liability that cannot be excluded under applicable law or regulation as applying to the Engagement.
5.6 Communications by e-mail: We shall have no liability for any costs, claims, loss or damages whatsoever arising out of the interception of or interference with e-mails between you and us or sent and received on your behalf. We also cannot be held responsible for damage or loss caused by viruses or for communications which are corrupted or altered after despatch.
5.7 Specific exclusions of liability: Are those as set out in the Service Specific Terms (if applicable).
5.8 Bringing actions: Any action (including any proceeding in a court of law) in connection with the Engagement must be brought within 2 years from the earlier of the date on which you became aware, or ought to have become aware, of the facts giving rise to the action and, in any event, within 4 years of the date of the act or omission that is alleged to have given rise to the action. If you are a consumer, your statutory rights will not be affected.
6. Charges and expenses
6.1 Our charges are based mainly (but not only) on the time we spend in dealing with a matter. Time spent on your affairs will include meetings with you and perhaps others; time spent travelling; considering, preparing and working on papers; correspondence; attending Court and conferences with Counsel; and making and receiving telephone calls.
6.2 The basic hourly charge-out rate depends on the seniority and experience of the person carrying out the work. The fee earner referred to in the Engagement Letter will be charged at the rate notified to you in writing for each hour engaged on your matter from now until our rates are next reviewed on 1 May next. In the event that the fee earner referred to above is assisted by others as the matter progresses, you will be notified of the relevant rate.
6.3 Time is charged on the basis of units of one tenth of an hour (i.e. 6 minutes). This is the minimum unit charged, so that an attendance of less than 6 minutes will be charged as 6 minutes.
6.4 In charging for work carried out for you, we may take into account a number of other factors in addition to the time spent. These include the complexity of the issues, the speed at which action must be taken, the expertise or specialist knowledge which the matter requires and, if appropriate, the value of the property or subject-matter involved. You will be notified in writing of any increased rate to be applied. If your instructions mean we have to work outside normal office hours (which are 9.30am to 6pm Monday to Friday, except public holidays) we reserve the right to increase the level of hourly rates charged to you for such work. It may on occasion be appropriate for us to “mark up” or “uplift” our charges based on hourly rates alone if any of these factors apply. The mark-up to be applied will depend entirely on the circumstances of a particular matter.
6.5 There may be certain expenses we incur on your behalf, such as travel and/or accommodation costs, court fees, barrister’s fees, expert’s fees, courier costs, third-party photocopying costs and charges from sub-contractors and software providers directly relating to the Engagement, which you will have to pay. Where possible, we will aim to provide an estimate of these expenses in advance. Where this is not possible, we will inform you on an ongoing basis of expenses incurred in connection with your affairs.
6.6 In addition to our charges and expenses referred to in these terms, we may also apply a flat rate service charge of 2% of our fees (plus VAT). This charge serves a crucial purpose towards covering the essential rising costs in compliance, technology and support services. These encompass a wide range of areas including anti-money laundering and GDPR legislation, sanctions checks and data security requirements, as well as electronic media, data storage and data portal charges. This service charge will be detailed in your Engagement Letter if it is to apply to your Engagement, and if so, it will be added to each invoice we issue to you. On property transactions there are usually search fees (estimated between £350 and £500) as well as stamp duty and land registry fees which are calculated on the value of the property and/or transaction and a reimbursement of bank charges on transfers of money which are currently charged by the bank at £15 + VAT. We will advise you of these disbursements on any given transaction.
6.7 We will inform you if any unforeseen additional work becomes necessary (for example, due to unexpected difficulties or if circumstances or your requirements significantly change during the course of the matter). If requested, we will also inform you in writing of the estimated cost of such additional work before any extra charges and expenses are incurred.
6.8 You may set a limit on the charges and expenses to be incurred. This means that you must pay those incurred up to the agreed limit without our needing to refer back to you. We will inform you as soon as it appears that the limit may be exceeded and will not exceed the limit without first obtaining your consent.
6.9 Occasionally, our clients like to suggest a sum they want to spend on a particular transaction. On some negotiations, such as (for example) the negotiation of a 60-page agreement, it is always possible to spend a considerable amount of time if a comprehensive job is to be done. Where we are prepared to act for a fixed fee, we will confirm this in writing to you. When we act on this basis, we will devote the number of hours to the matter which the fixed fee represents (calculated on the basis of our charge-out rates set out above). This may mean, of course, that we spend less than the ideal amount of time on the matter. In these circumstances, we will use our discretion as to how we should best use the time to be spent (endeavouring to address what, in our opinion, are the most important points first). We will do the best job possible in the allotted time. If we have agreed a fixed fee, we reserve the right to vary this arrangement if unforeseen or exceptional circumstances arise once we have started. We will notify you as soon as possible of the change in circumstances and will discuss with you the terms of any revised fixed fee. If you do not want us to continue working on the matter after we have identified the changed circumstances, we will invoice you for the work done at the appropriate hourly rate and disbursements incurred.
6.10 We are happy to provide an estimate of costs in advance of work being carried out on any matter in which we are instructed. Obviously, such an estimate will be given on the basis of our previous experience of similar matters. It is always possible that costs will exceed an estimate given due to unforeseen factors (including the way in which the other side, or indeed you yourself, may decide to conduct the matter concerned). If possible, we will warn you in advance if it appears likely that an estimate will be exceeded.
6.11 Payments on account are intended to offer us some security for payment and so that we are in a position promptly to discharge our payment obligations before we incur any substantial disbursements. Payments on account should not be construed as an estimate of overall costs. If we request a payment on account, we will keep the money deposited in our client account until our services to you are concluded or until an invoice has been rendered, as we deem appropriate under the circumstances. We expect you to pay our invoices in accordance with the Engagement Terms, but if you fail to pay any of our invoices then we shall be entitled to use the money deposited to pay our fees, charges and disbursements without further approval from you. We will refund any surplus sum deposited when our services are at an end, or you may offset it against our final invoice. Payments on account will attract interest which shall be paid in accordance with clause 20. When a payment on account is applied against a bill rendered to you, we will send you a receipted copy of that bill. We will generally offset any payments on account against the final bill to be rendered to you on a particular matter, although we reserve the right to offset payments on account against interim bills. It is important that you understand that your total charges and expenses may be greater than any payments on account made. Any unused funds will be returned to you promptly when there is no proper reason for us to be holding them. We will contact you by email to obtain the details of your bank account to which you wish the funds returned. Where the sum to be returned is £100 or less where we have not heard from you in response to our first email, we will send a further email seeking those bank details. In circumstances where you have not supplied to us your bank details within 30 days of sending that second email, we will donate the unused funds to a charity of our choice.
6.12 In circumstances where we advise you on an employment settlement agreement, your employer or ex-employer might offer a contribution to your legal fees provided that we invoice you, but mark it payable by them. You will still be liable for our fees for our advice if the agreement is not executed, and in any event if the employer does not pay us. The employer contribution might not cover our fees, but we will endeavour to agree any additional fees with you in advance, but you will be personally liable for any additional fees if it is not possible or practicable to agree an increased contribution with your employer. Many employers maintain a limit on their fee contributions, so as not to invite protracted negotiations at their expense.
6.13 If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek payment from any group company giving us instructions on your behalf, and we shall be entitled to enforce any sums due against the group company nominated to act for you.
6.14 Insofar as we are permitted by law or by professional guidelines, we reserve the right to:
(a) exercise a lien over all funds, documents and records in our possession relating to the Engagement; and/or
(b) suspend any further work and not to sign any reports relating to work already completed,
until all outstanding fees and disbursements are paid in full.
6.15 Where we are obliged to charge value added tax (VAT) (at present, the applicable rate is 20%), it will be added to the fees and (where necessary) to any disbursements at the rate from time to time in force. Any estimate, fee or hourly rate quoted in our Engagement Letter or Service Specific Terms is always exclusive of VAT, unless otherwise stated.
7. Billing arrangements
7.1 You shall at all times be liable for payment of our charges and expenses. Some clients carry on all or certain aspects of their business through general partnerships, in such situations all partners signing the Engagement Letter will be deemed to have accepted these terms and conditions and shall at all times be jointly and severally liable for payment of our charges and expenses. Some clients carry on all or certain aspects of their business through limited liability vehicles such as limited companies or limited liability partnerships. In such circumstances the officer(s) signing the Engagement Letter will be deemed to have accepted these terms and conditions on behalf of such limited liability entities and they and such entities will remain jointly and severally liable for payment of our charges and expenses whether billed to the individuals or the entity or entities in question.
7.2 We will generally issue interim invoices for our fees and expenses at monthly and other appropriate intervals while work is in progress and if we are asked to stop work. The frequency of interim billing will depend on the nature, duration and value of the matter, but may be on a periodic basis or by reference to stages of work completed.
In relation to transactional matters within the music and property departments, our usual approach is to invoice on completion of the work undertaken and if we are asked to stop work. However, we reserve the right to render interim invoices during the course of the matter.
We will issue a final invoice on completion of the work undertaken and if we are asked to stop work.
7.3 Payment is due in full to us within 30 days of our sending you a bill. We reserve the right to charge you interest on the bill from the end of this 30 day period at the rate of 4% over HSBC base rate per annum if you do not make payment within this time. Interest will be charged on a daily basis.
7.4 It is expected that bills will be paid within the 30 day period set out in clause 7.3. Earlier payment is obviously appreciated. We take a sympathetic approach to anyone who has genuine and unforeseen difficulty in paying any bill. However, if any bill is outstanding after 45 days without any response having been made to it (i.e. an explanation as to the failure to pay and/or a request for time to pay) then regrettably we will have no alternative but to consider commencement of proceedings to recover the amount due. This will inevitably result in a much greater payment being made by the client due to the addition of legal costs and interest to the amount outstanding. The most aggressive action to recover costs will only be taken against those who make no genuine attempt to explain why the account is unpaid and make no proposal for payment.
7.5 We may require guarantees from directors or controlling shareholders of corporate clients. If such a request is refused we will be entitled to stop acting and require payment of our fees and disbursements for any work done up to that point.
7.6 If you have any query about a bill, you should contact the fee earner referred to in the Engagement Letter straight away.
8. Information and Documentation
8.1 You agree to co-operate and provide the Firm with all such information and/or documents within the possession or control of yourself or your associates that the Firm may reasonably require for the purposes of the Engagement and with access (where applicable) to such of the directors, officers and advisers of yourself and your associates who are concerned with the subject matter of the Engagement. You represent and warrant that all such information provided to the Firm, is at the time it is provided, true, accurate and complete in all material respects and not misleading and does not contain any material omissions.
8.2 If at any time during the course of the Engagement you become aware that any information or statement provided to the Firm by or on behalf of yourself or any of your associates has ceased to be or is no longer true, accurate and complete or has become misleading or contains any material omission, you will promptly notify the Firm and take all such steps as the Firm may reasonably require to correct such information or statement.
8.3 We will keep a record of our file in respect of your matter for six years from the date of our final bill following which we may destroy the file. We will not however destroy original documents which we agree to hold in safe custody for you provided that at any time we may return such documents to you should we see fit. If we take papers or documents out of storage in relation to continuing or new instructions to act for you, we will not normally charge for such retrieval. However, by prior written agreement with you, we may charge you both for:
(a) time spent producing stored papers that are requested; and
(b) reading, correspondence or other work necessary to comply with your instructions in relation to the retrieved papers.
You agree that we may return the documents to you by sending them by secure delivery to the most recent address we have for you on our files or such other address as you may notify to us for such purpose. Alternatively, we may destroy such documents, following instructions from you.
9. Investment Advice
9.1 We will not provide any investment business advice to you.
9.2 If, during the provision of professional services to you, you need advice on financially regulated matters, including investments, pension arrangements and the acquisition and disposal of shares, this can only be done by an entity authorised by the Financial Conduct Authority. We may therefore have to refer you to an associated business or another firm which is authorised by the Financial Conduct Authority. Unless otherwise agreed we will introduce you to one of our associated businesses or another firm authorised to undertake such investment business and which are independent and not tied to any particular product provider. Alternatively you may wish us to act as your agent for the purpose of passing instructions to the authorised third party. In either case the authorised third party will treat you as their client and be responsible for the investment advice provided.
9.3 In some circumstances we or our associates may receive commission or other benefits for investment transactions arranged for you. If this happens either we or our associates will tell you in writing the amount and terms of the payment. We may only retain such commission or other benefits with your express written consent.
10. Electronic Communications
10.1 During the course of the Engagement, we may correspond with you and others on your behalf electronically. You accept that the electronic transmission of information cannot be guaranteed to be secure or free from error. It is therefore your responsibility to maintain the security of all your devices and any such communications and to carry out a virus check on any attachments received.
10.2 We will remain vigilant and exercise caution whilst communicating with you and will never send our bank details or payment instructions to pay us via email for security reasons. Should you ever receive such a request or instruction, please notify us immediately via telephone.
11. Confidentiality
11.1 We confirm that where you give us confidential information we shall at all times keep it confidential for the purposes of the Engagement. This obligation shall not apply to information that is:
(a) published or is in the public domain otherwise than due to a breach of these terms;
(b) lawfully known to us before commencement of the Engagement;
(c) lawfully obtained by us from a third party who is free to divulge that information;
(d) required to be disclosed to our professional advisors, auditors or insurers, including in the event of any litigation or complaint; or
(e) required to be disclosed by applicable laws, the courts, any legal or Regulator authority, or in accordance with Regulator, ethical or other professional pronouncements applicable to the Engagement.
11.2 Where we outsource any part of your work including to one of our associated businesses (see list above of associated businesses), you agree that it will be sufficient compliance with our duty of confidence for us to take such steps as we, in good faith, think fit to preserve confidential information both during and after termination of the Engagement.
12. Intellectual Property Rights
12.1 We retain the Intellectual Property Rights in all documents and materials provided by us to you, or otherwise generated for your own benefit during the course of the Engagement.
12.2 We grant to you a perpetual, royalty free, non-exclusive, non-transferable, non-sublicensable licence to use such documents and materials for the purposes for which they have been provided.
13. Conflicts of interest
13.1 Before taking on an assignment we consider whether any potential conflicts of interest may arise and will communicate any potential conflicts to you as well as to any partners affected by the potential conflict. Throughout the period for which we act for you we will keep this under review.
13.2 If an actual or potential conflict of interest comes to our attention after the commencement of the Engagement, we will discuss this with you and determine an appropriate course of action. However, you agree that, as a result of duties imposed by law or the rules or regulations of the SRA, or as a result of duties of confidentiality owed to other persons, the Firm may be prohibited from disclosing, or it may be inappropriate for the Firm to disclose information to you, including details of the conflict situation.
13.3 Whilst we have established procedures to identify situations where a conflict of interest might arise, we cannot guarantee that we will identify all such situations. If we become aware of a conflict of interest which can be addressed by segregation, we will put in place a barrier to preserve confidentiality and to ensure that the advice we give and the reports which we issue are independent. If we become aware of a conflict of interest which cannot be addressed and we form the view that we cannot continue the Engagement with you, we will be entitled to terminate the Engagement with you (for the avoidance of doubt, you shall be liable for any fees and expenses that we have incurred up to the date of termination).
13.4 You agree that we may act during and after the Engagement for other clients whose interests are or may be adverse to yours, subject to the above terms. Despite the above, the Firm will not represent any client adverse to you in the matter that is the subject of the Engagement.
14. Termination of Engagement
14.1 You may terminate the Engagement for any reason by giving us at least 30 days’ written notice unless otherwise prescribed in the Service Specific Terms.
14.2 In addition to your right to terminate in accordance with clause 14.1, if you are: (i) a consumer; and (ii) the Engagement is concluded either “off-premises” or is a “distance contract” for the purpose of the Consumer Contract (Information, Cancellation and Additional Charges) Regulations 2013, you may also cancel the Engagement within 14 days of the Engagement beginning unless otherwise prescribed in the Service Specific Terms.
14.3 In some circumstances, for good reason, we may decide to cease acting for you immediately. Examples of such circumstances include:
(a) when we find ourselves unable to comply with your instructions or when you do not provide timely instructions;
(b) when our invoice remains unpaid outside an agreed payment timetable;
(c) you are in material breach of any of the terms of the Engagement which, if capable of remedy, has remained unresolved after 14 days from discovery of the breach; or
(d) in the event of your bankruptcy or if you are a company, in the event that you go into liquidation (except for the purpose of solvent amalgamation or reconstruction), administration or receivership, or otherwise become insolvent.
14.4 In addition to clause 14.3, we may terminate the Engagement for any reason by giving you at least 30 days’ written notice unless otherwise set out in the Service Specific Terms.
14.5 Notwithstanding clause 14.3(b), in the event that you have failed to pay a bill by the due date, we may suspend any further work and/or retain your deeds, documents and other papers until payment of our fees.
14.6 In any case where the Engagement is terminated (whether by you or us), you will be liable for all fees, costs and expenses incurred or accrued as at the date of termination.
14.7 Termination of the Engagement for any reason prior to the completion of any matter to which it relates, shall be without prejudice to the accrued rights and liabilities of either of us.
15. ISO 9001:2015
15.1 In connection with ISO 9001:2015 we may be requested to allow the independent assessors to examine our files containing confidential details of your affairs. Each assessor will only be granted access to our files once they have signed a letter of confidentiality. We will treat your acceptance of these terms as your approval for access to your files to be granted in these circumstances.
15.2 In addition, our Regulator may conduct audit or quality checks on our practice and client files.
16. Complaints
16.1 This clause sets out the procedure to follow in the unlikely event that you have a complaint about the service we provide. If you would like to talk to us about how we can improve our service to you, or if you are unhappy with the service you have received, please contact your client service partner in the first instance.
16.2 Any unresolved complaint should be set out in writing and sent to our Chair, Graham Tyler, at 9 Appold Street, London EC2A 2AP (Telephone number: 0204 582 1000) or by email at gtyler@mks.co.uk.
16.3 We undertake to look into any complaint carefully and promptly. We will carry out an independent investigation and will write to you with our conclusions.
16.4 Where you have: (i) followed the process set out in clauses 16.1 and 16.2; and (ii) we do not answer to your satisfaction, you may of course take the matter up with the Legal Ombudsman. Complaints to the Legal Ombudsman should be made within one year of the act or omission, or within one year from when you should reasonably have known there was a cause for complaint, and in either case within six months of the date of our final written response to your complaint to us. The address and contact details for the Legal Ombudsman are: Legal Ombudsman, PO Box 6806, Wolverhampton, WV1 9WJ; email: enquiries@legalombudsman.org.uk; or telephone: 0300 555 0333.
16.5 If you have a complaint about our bill, you may also be able to apply to the court for an assessment of the bill under Part III of the Solicitors Act 1974.
17. Regulation
17.1 The Firm is regulated by the Solicitors Regulation Authority (the “SRA”) as a licensed body under the Legal Services Act 2007 (the “LSA”).
17.2 The SRA’s rules (including the SRA Code of Conduct) apply to the legal services that we provide which, under the terms of our authorisation with the SRA, are reserved to be conducted by or under the supervision of qualified solicitors or other persons authorised to provide such services under the LSA. We accept instructions to act for you on the basis that we will act in accordance with the SRA’s rules.
17.3 Details of the SRA’s approach to regulation and the SRA’s Code of Conduct can be found at the SRA’s website at https://www.sra.org.uk/ and details of the Firm’s licence from the SRA to conduct legal services as a licensed body can be found by searching the SRA’s register of licensed bodies at https://www.sra.org.uk/solicitors/firm-based-authorisation/abs/abs-search/.
18. Anti-Bribery & Corruption & Preventing Modern Slavery
18.1 You and we will: (i) comply with all applicable legislation relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010, Competition Act 1998 and Enterprise Act 2002; (ii) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity had been carried out in the UK; and (iii) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by it in connection with the Engagement.
18.2 You and we will comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015.
18.3 The Firm will implement, maintain, enforce and update adequate policies and procedures designed to help prevent bribery from occurring and to help ensure that there is no slavery or human trafficking in its supply chains used to deliver the services under the Engagement. We provide adequate and regular training to our personnel and sub-contractors to ensure an understanding of our policies and procedures and their obligations arising from it on a continuing basis.
19. Proceeds of Crime Act 2002, Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) & Criminal Finances Act 2017
19.1 As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We are likely to request from you, and retain, some information and documentation for these purposes and/or to make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity within a reasonable time, there may be circumstances in which we are not able to proceed with the Engagement.
19.2 In fulfilling our obligations under the above regulations we may utilise electronic data sources to complete your required verification of identity, and where relevant to complete politically exposed persons and sanctions checks.
19.3 We may conduct the verification checks from time to time throughout our relationship, not just at the beginning. The check may have a “footprint” on your credit file, but it will not affect your credit rating.
19.4 The provision of many of the services we provide means that we are a business in the regulated sector under the Proceeds of Crime Act and the Criminal Finances Act and, as such, the partners and staff have to comply with this legislation which includes provisions that may require us to make a disclosure to the National Crime Agency, the Serious Fraud Office or His Majesty’s Revenue & Customs in relation to information we obtain as part of our normal work. It is not our practice to inform you when such a disclosure is made or the reasons for it because to do so could be a criminal offence known as ‘tipping off’.
19.5 The Engagement is subject to completion of our procedures for taking on new clients including compliance with Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended). The Engagement is not effective and we will not be able to commence work until these procedures have been completed.
19.6 You and we will, at all times, ensure reasonable prevention processes and controls are in place so as not to cause the other party in any way to be in breach of the offences contained in the Criminal Finances Act 2017 concerning failure to prevent facilitation of tax evasion.
20. Client Monies
20.1 We will not hold money on your behalf unless we specifically agree or are required to do so for regulatory purposes. Where we hold money on your behalf, we shall do so in accordance with the SRA Accounts Rules (as such rules may be amended from time to time). In accordance with the requirements of those rules, we will account to you for interest on client monies we hold on your behalf where it is fair and reasonable for us to do so. Under the SRA Accounts Rules, client monies typically have to be held in instant access accounts to allow their use for the purposes for which they were sent to us, and the rate of interest on such accounts is usually below the rate available on term deposit accounts. We pay interest on client monies at the rate of interest applied by our bank on an equivalent instant-access individual deposit account, from the date of receipt in cleared funds of such monies in our client account to the date we cease to hold such monies as client monies save that, due to the administrative costs of calculating interest and managing our client accounts, we do not pay interest on client monies where the amount of interest which would otherwise be payable is less than £50.
20.2 As explained in clause 20.1 above, under the SRA Accounts Rules, client monies typically have to be held in instant access accounts to allow their use for the purposes for which they were sent to us, and the rate of interest on such accounts is usually below the rate available on deposit accounts. If large sums of money are to be held by us on your behalf for significant periods then if you so request they can be placed by special arrangement in a separate deposit account and credited with the relevant interest.
20.3 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. Subject to any applicable tax legislation, interest will be paid gross. If any funds remain in our client account and you have not provided us your bank account details pursuant to clause 6.11 or we as a firm cease to practise then we may pay those monies to a registered charity.
20.4 In certain circumstances we may be required by law to provide prescribed information to HM Revenue & Customs and other authorities in connection with any interest paid to you on money held by us on your behalf. We shall not be liable to you for any loss which you may suffer as a result of our compliance with our statutory obligations.
20.5 For the avoidance of doubt, if any bank with which we have client funds on deposit becomes insolvent, or is the subject of any insolvency, administration, moratorium or analogous proceedings, or if any other circumstances affect our ability to access or deal with client funds, we will not be liable for any loss of the money held in our client account or for any other loss or damage incurred or suffered by you as a result.
20.6 Our policies with regard to electronic communications, set out in clause 10, apply equally to client monies.
21. Data Privacy and UK GDPR
21.1 Unless otherwise stated in the applicable Service Specific Terms or the Engagement Letter, we shall each be considered an independent Controller in relation to Personal Data processed in connection with the services we undertake for you (the “Service Personal Data”) including sharing such Service Personal Data with one or more MKS associated businesses where reasonably necessary or desirable for the purposes of the Engagement, and the following provisions will apply:
(a) each of us will comply with all requirements and obligations applicable to us under the Data Protection Legislation in respect of the Service Personal Data;
(b) you shall ensure that the Service Personal Data is lawfully collected and only share the Service Personal Data with us if you have legitimate grounds for doing so under the Data Protection Legislation;
(c) you shall provide an appropriate privacy notice to Data Subjects of the Service Personal Data and make reference to our privacy statement as appropriate. Our privacy policy is incorporated into the Engagement and can be seen at https://mooresgdlaw.com/privacy-notice/; and
(d) each of us agree to provide such assistance as is reasonably required to enable the other party to comply with Data Subject access requests in respect of the Service Personal Data within the time limits imposed by the Data Protection Legislation.
22. Force majeure
Neither party shall be in breach of the Engagement Terms nor liable for delay in performing, or failure to perform, any of its obligations under the Engagement if such delay or failure results from events, circumstances or causes beyond its reasonable control.
23. Non solicitation of partners, directors and staff
23.1 You shall not, and shall procure that no associate of yours shall, during the Engagement with you and for one year after its termination:
(a) employ or offer to employ, or enter into a contract for the services of any individual who was at any time during the Engagement with you a partner in the Firm or an employee of our Group who worked on your affairs in the course of the Engagement with you; or
(b) entice, solicit or procure any such person to cease to be a partner or an employee in the Firm or so employed (or attempt to do so) whether or not that person would commit any breach of contract in ceasing such partnership or such employment; or
(c) procure or facilitate the making of any such offer or attempt by any other person to do any of the above.
23.2 The placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this clause provided that none of you nor any associate of yours has encouraged or advised such agency to approach any such partner, director or employee.
23.3 In this clause “associate” shall mean any person who controls you or whom you control or who is under the control of the same person or persons as you or who is connected to you so that in this clause the terms “control” and “connected” shall have the respective meanings given them in section 1124 of the Corporation Tax Act 2010 and “our Group” shall mean the Firm and its associated businesses.
24. Notices
24.1 Any notice to be given by you or us shall be in writing and delivered in person or sent by first class post or email (in the case of notices to be sent to the Firm) to the registered office of the Firm and (in the case of notices to be sent to you) to the address last notified by you in writing to the Firm, provided that, if a notice is sent by email, a copy must also be sent by first class post.
24.2 Notices served under clause 24.1 shall be deemed to have been received if: (i) delivered by hand, including by courier or other messenger, at the time of delivery; (ii) sent by pre-paid first class post, on the second business day after posting; or (iii) sent by email, at the time of transmission, or if it falls outside of business hours in the place of receipt, when business hours resume. In this clause 24.2, “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
25. Third Parties
25.1 The Firm’s associated businesses shall have the benefit of and the right to directly enforce all provisions of these terms provided always that the parties to the Engagement may vary or terminate the Engagement by written agreement between them without requiring the consent of any of the Firm’s associated businesses. The Engagement Terms do not confer any rights on any other third party, and, for the avoidance of doubt, any rights conferred on other third parties pursuant to the Contracts (Rights of Third parties) Act 1999 are excluded.
25.2 The advice we provide is for the benefit of the client to whom the Engagement Letter is addressed. No benefits under these terms are to be conferred by you to any third party without our written consent. If we do consent to copies of our advice being provided to a third party we will be entitled to charge an additional fee for providing such consent. The amount of the additional fee will be agreed directly with the third party who will be responsible for payment. If you disclose any of our advice or reports to a third party, you will make it clear to the third party that we accept no liability to them.
26. Services Regulations
26.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Axis Syndicate 1686, Lloyds Building, 1 Lime Street, London, EC3M 7HA. Further information regarding our professional indemnity insurance (for example territorial coverage) is available by written request.
27. General
27.1 The Engagement Terms constitute the entire agreement between the Firm and you relating to all matters to which they refer. It replaces and supersedes all prior representations, agreements, negotiations or other communication, whether made orally or in writing, other than any fraudulent misrepresentation. For the avoidance of doubt, the Engagement Terms shall not supersede or override any other engagement relating to other services entered into between the Firm and you.
27.2 The Engagement commences when we start providing the services to you. Your continuing instructions will amount to your acceptance of the Engagement. Nonetheless, we will ask you to please sign and date a duplicate copy of the Engagement Letter and return it to us immediately for our records.
27.3 The Firm and you agree that in entering into the Engagement Terms, neither of the parties has relied on, and neither of them has any remedy in respect of, any statement, expression of opinion, representation, warranty or understanding (whether negligently or innocently made) of any person, other than as may be expressly set out in the Engagement.
27.4 We may:
(a) assign our rights and obligations under the Engagement to any purchaser of our business or to any of our associated businesses by giving written notice of such assignment to you; and
(b) sub-contract the performance of any of our obligations under the Engagement provided that we shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the Firm.
27.5 If there is an inconsistency between any of the provisions of the Engagement Letter, the Service Specific Terms (if applicable) and these terms respectively, the provisions of the Engagement Letter shall prevail in preference to the Service Specific Terms and these terms and the provisions of the Service Specific Terms shall prevail over the provisions of these terms.
27.6 Any terms of the Engagement Terms which expressly or impliedly have effect after termination or expiration will continue to be enforceable notwithstanding termination or expiration.
27.7 If the validity or enforceability of any term of the Engagement Terms is in any way limited by law, then the remainder of such term and the other terms of the Engagement Terms shall be valid and enforceable to the fullest extent permitted by such law.
27.8 Any failure by us to insist upon strict performance of any of the Engagement Terms or any failure or delay by us to exercise any rights or remedies whether under the Engagement Terms, at law or otherwise, shall not be deemed a waiver of our rights to insist upon the strict performance of the Engagement Terms or of any of our rights or remedies as to any default under the Engagement Terms.
28. Applicable Law
The Engagement Terms are governed by the applicable laws and regulations in England & Wales and all disputes arising in connection with it or our performance of the Engagement shall be subject to the exclusive jurisdiction of the English Courts.
