General conditions of contract for provision of Legal Services
1. Introduction and Definitions
1.1 These terms of business (“Terms”) apply to all the legal work we do for you unless we agree otherwise in writing. Our legal practice is authorised and regulated by the Solicitors Regulation Authority. Our professional rules can be viewed at: https://www.sra.org.uk/solicitors/standards-regulations/index/
1.2 These terms should be read and construed in conjunction with any retainer document or client care /engagement letter. Where there is any inconsistency between the Terms and the retainer document or engagement letter, the latter will prevail.
1.3 When we carry out legal work for you following receipt by you of these terms of business, you will be deemed to have agreed to them unless you notify us otherwise.
1.4 In these Terms, the following words and phrases shall (where the context admits) have the following meanings:
1.4.1 ‘Finch’, ’we’ or ’us’ means Finch Consulting Limited and words such as ‘our’ shall be interpreted accordingly;
1.4.2 ‘Finch Expert’ means an expert employed by or retained as a consultant by Finch.
1.4.3 ‘Finch Representative’ means the relevant member, director, employee, or authorised representative or agent of Finch, as the case may be;
1.4.4 ‘Parties’ means you and Finch;;
1.4.5 ‘Retainer’ means document detailing the scope of the provision of services. Also known as client care letter, engagement letter, or letter of engagement;
1.4.6 ‘Services’ means the legal services provided or to be provided by Finch in accordance with the Retainer;
1.4.7 ‘Service Agreement’ means the contract between you and Finch, the provision of which are recorded in the Terms and the Retainer; and
1.4.8 ‘You’ means the company (including, where applicable, other group, subsidiary or associated companies), person or organisation that is our client and instructs us (and words such as ‘your’ shall be interpreted accordingly).
1.5 Reference to any statute or statutory provision includes a reference to that statute or provision as from time to time amended, extended, re-enacted or consolidated and to all statutory instruments or orders made under it (as from time to time amended, extended, re-enacted or consolidated).
1.6 Words denoting the singular number only include the plural and vice versa.
1.7 Words denoting the masculine gender included the feminine gender and vice versa.
2. Working with you
2.1 To achieve your objectives, it is imperative that the Parties work together as a team and that changes in your objectives are communicated promptly and clearly to Finch.
2.2 We will rely on you to provide us promptly with all the up to date, accurate, and complete information necessary for us to provide the Services. You should inform us immediately upon becoming aware of any changes to information already supplied or new information that might impact upon our provision of the Services including any change of address or other contact details.
2.3 We rely on you to ensure that all officers, agents, and employees of your organisation who provide us with instructions have the authority to do so and that we may act on these instructions without reference to anyone else. If there are any measures you wish to put in place for the provision of instructions, for example, that one person will be the point of liaison for your organisation please inform us of this.
2.4 We will rely on you to provide us with any instructions or procedures you require us to follow to ensure confidentiality of the services provided under our Retainer.
2.5 Any advice we give will be provided solely to you as our client and solely for the purpose for which we were instructed.
2.6 Our advice may not be used or relied on for any other purpose or by any other person other than you without our express prior written agreement.
2.7 Each member of Finch shall be entitled to the benefit of paragraph 12 below which deals with limitation of liability.
3. People working for you and confidentiality across finch service lines
3.1 Subject as follows, the Services will be provided by Finch through the persons specified in our Service Agreement. The status or professional qualifications (if appropriate) of the relevant Finch Representative are as specified in the Retainer and any subsequent notification.
3.2 From time to time and in order to enable the Services to be provided in a timely and cost-effective manner, tasks may be delegated to suitably experienced persons other than those previously notified to you. Whilst we will ensure that tasks are only delegated to individuals who possess the necessary skills and experience to undertake such tasks in a competent and professional manner, such individuals may not possess any professional legal qualification or any particular professional legal qualification.
3.3 In appropriate circumstances, we may use external or third-party advisors, such as overseas lawyers, experts, Finch Experts, or barristers. . Irrespective of whether, in connection with the provision of the Services, you have any direct contact with those advisers, and irrespective of whether they are specified in the Retainer or are otherwise notified to you, we remain responsible for the provision of the Services and any Finch Expert, external or third party advisors who assist us in providing the Services do so as our agent. We will discuss any such instructions and the likely costs with you at the appropriate time.
3.4 Only the legal services team and their administrative support has access to legal files. Even when a Finch Expert is retained in a matter, the legal file and expert files are distinct with no access for the legal services team to the expert file and vice versa. Those confidentiality restrictions are in place in any event from the opening and during the currency of all of our legal service matters.
4. Our Services
4.1 Subject as follows the scope of the Services is as described in the Services Agreement. We shall not be responsible for providing any advice or other services outside that scope other than is expressly agreed between us in writing.
4.2 We will use all reasonable skill and care in the provision of the Services pursuant to the Service Agreement.
4.3 The lawyers employed by Finch are qualified and authorised only in relation to the laws of, and procedures in, England and Wales. We cannot therefore provide advice in relation to the laws or procedures in any other jurisdiction.
4.4 It is possible that relevant changes in law or regulation or its proper interpretation or application may occur after provision of the Services or any aspect of them. Unless we have specifically agreed to the contrary in writing, we shall not be obliged to provide any advice in respect to such changes or their implications nor to revise, amend or qualify the Services or any aspect of them that had already been provided when such changes occur.
4.5 If you have any problems with our service or level of our fees, you are entitled to complain.
5.1 You are entitled to complain if you have any issue with our service or fees. In the first instance you should contact the person dealing with this matter on your behalf, or our managing director Dominic Barraclough by telephone: 07525 235 027 or 01530 412 777; email: [email protected]finch-consulting.com; or post: Finch Consulting Ltd, The Nest, Ivanhoe Business Park, Ashby de la Zouch, Leicestershire, LE65 2AB
5.2 We will make every effort to deal effectively with any complaint but if you are not satisfied with our handling of your complaint, or we have not resolved it to your satisfaction within 8 weeks, you can ask the Legal Ombudsman to consider the complaint. Their helpline number is 0300 555 0333. The Ombudsman’s correspondence address is: Legal Ombudsman, PO Box 6806, Wolverhampton, WV1 9WJ. Their Email address is [email protected] A 6 month time limit from the date of our final response to your complaint, normally applies to complaints to the Legal Ombudsman. Usually complaints must be made to the Legal Ombudsman within 6 years of the date of the reason for complaint or 3 years from discovery of the reason for complaint. Further information can be found on the Ombudsman’s website at www.legalombudsman.org.uk.
5.3 If you are not satisfied with the amount of our fees you may be entitled to have our fees reviewed by the court in an assessment. Your rights in this regard are set out in Part III of the Solicitors Act 1974. The Legal Ombudsman may not consider a complaint about our charges if you have applied to court for assessment of a legal services bill.
6.1 Once instructed we would expect to continue to act for you until your matter reaches its conclusion. You may terminate your instructions to us in writing at any time, but we will be entitled to keep all yourcommunications and documents whilst there is money owing to us for our charges and expenses. If at any stage you do not wish us to continue doing work and/or incurring charges and expenses on your behalf, you must tell us this clearly in writing.
6.2 You may terminate our services to you at any time and for any reason.
6.3 Subject to any applicable legal, regulatory or other professional restrictions or requirements, we reserve the right to cease to act on your behalf if we consider this appropriate. We may terminate our services for you when:
6.3.1 The job is complete;
6.3.2 Any bill remains unpaid for more than 30 days after its presentation to you;
6.3.3 We consider that it is not in our mutual best interests for us to continue to act for you;
6.3.4 You decide not to instruct us any longer or there is a lapse in your instructions such that we can reasonably assume that you no longer wish us to act;
6.3.5 You are in breach of the terns of the Service Agreement;
6.3.6 You become insolvent or we have reason to believe that you may not be able to meet your financial commitments under the Service Agreement; or
6.3.7 We consider we are unable to continue to act for professional reasons such as a conflict of interest arising, or your instructions are unlawful, unethical or impractical.
We will not cease to act for you without good reason and will try to provide you with reasonable notice where appropriate.
6.4 Finch expressly reserves the right to terminate this Service Agreement in the event of any form of abusive, threatening, intimidating or aggressive language (whether verbal or in writing) or behaviour on your part towards any employee or member of this firm.
6.5 If we decide to stop acting for you, we will tell you the reason and give you notice in writing. We will charge you for all work completed up to the date of us ceasing to act, including work involved in transferring the matter to another firm.
6.6 You will remain liable personally for all costs, internal charges, and disbursements incurred up to the date of the termination of our Service Agreement and for any subsequent costs associated with the transfer of your file to another firm. Once we have sent you a bill informing you of the outstanding charges, we may use any monies we have in your client account to settle the outstanding charges.
7. Conflicts of interest and confidential information
7.1 We take conflict issues seriously. We have procedures in place to ensure that conflict checks are carried out on every matter as soon as practicable so that, if an issue arises, it can be discussed with you and resolved quickly.
7.2 A conflict of interest does not arise merely from the fact that
7.2.1 We may be advising a business which is one of your competitors; or
7.2.2 The position or view we have taken on another matter may be adverse to your interests.
7.3 Our conflict procedures help us fulfil our professional obligations not to act for a client in a matter where there is an actual or significant risk of a conflict with:
7.3.1 The interest of another client for whom we are already acting; or
7.3.2 Our interests or the interests of the Finch Representative dealing with your matter.
7.4 If at any time you become aware of an actual or potential conflict of interest, please raise it with us immediately.
7.5 Where our professional rules allow, you agree that after termination of our retainer we may act or continue to act for another client in circumstances where we hold information which is confidential to you and material to the engagement with that other client. We will not however disclose your confidential information to that other client.
7.6 We will not act for any other client in relation to the subject matter of the Services, where the interests of that other client in the subject matter of the Services are adverse to your own, unless you have agreed that we may do so. Subject to this and subject further to any express agreement that we may enter into with you, Finch Representatives shall be free to act for any other client in respect of any matter even if the interests of the other client are or become adverse to your own.
7.7 Subject as follows, we will treat all information which is provided to us by you on your behalf for the purposes of providing the Services as strictly confidential and we will not use or disclose this information except for the purposes of providing the Services (which you acknowledge may require us to disclose information to third parties, including your other advisors). This obligation will not apply to any information which is in or comes into the public domain otherwise than as a result of a breach by us of the Services Agreement, nor does it apply to information which is already lawfully in our possession at the time it is communicated to us.
7.8 We will be entitled to disclose confidential information relating to or belonging to you to:
7.8.1 Our professional indemnity insurers;
7.8.2 Our auditors and any other professional advisers appointed by us from time to time;
7.8.3 Any other third party to the extent that this is required by law or regulation; and
7.8.4 Finch Representatives for the purpose of conflict checking and other bona fide purposes.
7.8.5 Independent assessors appointed to conduct assessments for the purposes of an accreditation or quality mark.
7.8.6 These external firms or organisations are required to maintain confidentiality in respect of your files.
7.9 Subject to paragraph 7.8 you agree that only information known to individuals who are directly involved in the provision of the Services shall be taken into account in determining the extent of our duties of disclosure to you.
7.10 You agree that we will not be under any obligation to disclose to you any information in respect of which we owe a duty of confidentiality to another client or any other person and you agree to us acting for you notwithstanding that we may hold such information and further notwithstanding that it may be material to the subject matter of the Services. Where we consider it necessary or otherwise appropriate, we will put in place such arrangements as we see fit in order to ensure that the confidentiality of such information is maintained.
7.11 The possession of information, in respect of which we own a duty of confidentiality to you, shall not preclude us from acting on behalf of any other client in respect of any matter. Where we consider it necessary or otherwise appropriate, we will put in place such arrangements as we see fit in order to ensure that the confidentiality of such information is maintained.
7.12 In circumstances where we are in possession of information in respect of which we owe a duty of confidentiality to another client, any other person, or in respect of which we owe a duty of confidentiality to you:
7.12.1 Subject to paragraphs 7.10 – 7.11, applicable legal, regulatory, other professional restrictions or requirements that may prohibit or restrict our ability to act for you or any other client by virtue of our being in possession of such information; and
7.12.2 such prohibition or restriction is capable of being relieved by the creation of an information barrier;
we determine that in the circumstances it is appropriate to act for you or any other client as the case may be and you agree we can act in these circumstances and to our use (for the purpose of protecting confidential information), of an information barrier that complies with applicable legal, regulatory or other professional restrictions or requirements in force at the time of implementation of the said information barrier.
7.13 Where we act for two or more clients jointly it is on the clear understanding that we are authorised to act on instructions from either, both or any of them. We cannot act or continue to act for joint clients in circumstances where they are in disagreement or where one or more request us to withhold relevant information from the others(s)
7.14 Where we provide legal services and expert services to you our files are secured from the experts and vice versa as explained in paragraph 3.3 above so that the relationship between lawyers and experts remains at all times professional and at arm’s length.
8. Our Fees and Rates
8.1 Our fees will be interim billed monthly unless agreed otherwise. If we have notified you of an agreed credit limit and our unbilled work (also known as work in progress), has reached that credit limit prior to the date of your monthly bill an interim bill will be sent to you for payment.
8.2 Our bills are payable within 30 days of presentation in pounds sterling. Any interim bill is an “interim statute bill” which is payable by you and recoverable by us as if it was a final bill. Unless requested otherwise by you our bills will be sent to you electronically and your agreement to these Terms indicates your agreement to such a course.
8.3 All payments shall be made to us by cheque, telegraphic transfer, wire or BACS drawn in pounds sterling on an account in your name.
8.4 Internal charges associated with each of your matters on which Finch is retained such as photocopying, include an element of profit costs and will be billed to include these costs.
8.5 Disbursements are sums spent or to be spent by us on your behalf (such as travel expenses, expert fees, or barristers’ costs), and will be passed to you directly. If disbursements and internal charges are over £200.00, we will generally charge you for them as they arise.
8.6 We may ask you to pay a sum in advance for our costs and any disbursements and internal charges. If you do not meet our request, we may stop work for you. Any advance payments made will be held in a client account. While your money is in this account it is yours and any interest it earns belongs to you. The amount paid in advance, plus any interest earned, may then be used to pay future bills when they are billed, by transfer from client account.
8.7 In cases where our charges are based on hourly rates, our rates are subject to annual review on 31st December each year and we will provide you with notification of any changes in writing.
8.8 Our hourly rates are calculated on the basis of 10 six-minute units per hour. When less than six minutes is taken on a task a full six-minute unit will be charged. Our charges will be calculated by reference to all time spent on your matter.
8.9 Time spent includes but is not limited to the following tasks:
i. Meetings with you and others involved in the progression of your matter for example, cCounsel and experts;
ii. The consideration, preparation and working on documents received;
iii. Drafting of correspondence, advice, and other documents;
iv. Making and receiving telephone calls;
vi. Internal consultations;
vii. Court attendance and
8.10 Any fee estimate given by us will be given in good faith but will not be contractually binding unless the engagement letter expressly provides that it shall be; it is an estimate only. Whilst we will endeavour to ensure that estimates are as accurate as possible, the actual fees that are incurred will be subject to any stated exceptions, assumptions, and factors outside our control. You should therefore treat any estimate as a guide only.
8.11 We cannot guarantee that the final charge will not exceed the estimate. We will be entitled to charge for all time spent even if it transpires that our estimates understate the level of fees properly incurred in the matter. We will notify you of any potential increase in an estimate wherever it is practicable to do so and in the event that it is likely to be exceeded.
Value Added Tax (“VAT”)
8.12 Where applicable we will add VAT (or other applicable tax) at the appropriate prevailing rate to our fees and (where necessary) disbursements. All estimates of, or references to fees and disbursements are exclusive of VAT (or other applicable tax).
8.13 During the course of the Service Agreement we may provide Finch’s bank account details to you to facilitate payment to us. In the event that you receive any communication advising that the bank details previously supplied have changed, requesting you to make payments to an alternative account, you should contact us by telephone immediately.
Interest on outstanding payments
8.14 We may charge you interest at the rate of 8% per annum above the base rate of the Bank of England on any outstanding sums due by you to us on any invoices that are not paid by their due date, from that date to the date of actual payment.
8.15 If a third party (for example an employer, an insurance company, an opponent or some other party to a transaction) agrees to pay to us any costs which you incur, this will not affect your primary responsibility of payment to us for the work.
9. Client Monies
9.1 Other than payments received from you for invoices rendered by Finch, any money received on your behalf will be held in our Client Account held by Barclays Bank Plc or such other bank as we shall appoint from time to time. We will move funds received with your permission for the purposes of settling outstanding submitted accounts on your matter.
9.2 We are not liable for any losses you suffer as a result of any banking institution being unable to repay depositors in full. In the unlikely event of a deposit taking institutions failure if you are an individual or considered to be a small company by the Financial Services Compensation Scheme (‘FSCS’), you may be eligible for compensation up to a maximum of £85,000 per deposit taking institution. Some deposit taking institutions trade under several brand names and you are advised to check with your bank or a personal financial advisor for further information.
10. Introduction fees and commissions
10.1 We may pay introduction fees to other parties who refer clients and/or work to us. We will notify you of any financial or other interest an introducer has in referring you to us. If such a fee has been paid in your case, we will let you know how much and to whom. We will not recharge such fees to you. We do not pay or receive fees which are prohibited by our regulators.
10.2 We may have fee sharing arrangements relevant to your matter, if so we will provide you with information about the arrangement.
10.3 We may be paid or be entitled to commission from other parties for referring you or business to them. If we receive such payments, we will notify you of the fact and the amount. Our normal practice is to account to you for the commission. We may offset the sum against our outstanding costs.
11. Other Parties’ Charges And Expenses
11.1 In contentious matters, you may become entitled to payment of part or most of your costs by another person. In such circumstances, the other person or organisation may not be required to pay all the charges and expenses which you incur with us. You have to pay our charge and expenses in the first place and any amounts which can be recovered will be a contribution towards them. If the opponent is in receipt of public funding no costs are likely to be recovered. If you are a company and successfully defend charges against you then it is unlikely that any contribution to costs will be recovered
11.2 If you are successful and another party is ordered to pay some or all of your legal costs and expenses, interest can often be claimed on them from the other party from the date of the order. We will account to you for such interest to the extent that you have paid our charges or expenses on account, but we are entitled to the rest of that interest.
11.3 You will also be responsible for paying our charges and expenses of seeking to recover any costs that the other party is ordered to pay to you.
11.4 A client who is unsuccessful in court action may be ordered to pay the other party’s legal costs and expenses. That money would be payable in addition to our charges and expenses. Arrangements can be made to take out insurances to cover liability for such legal expenses in some cases though not generally for regulatory prosecutions. Please discuss this with us if you are interested in this possibility.
12. Limitation of Liability
12.1 Our maximum aggregate liability (including liability for the acts or omissions of our employees, agents and subcontractors) to you in respect of any loss or damage resulting from any breach of contract and-or any representation, statements or tortious act or omissions, including negligence or breach of statutory duty arising under or in connection with the performance or failure to perform this retainer shall be limited to 3 million British Pounds per claim unless otherwise agreed by us in writing.
12.2 A claim means all claims against a member or members of Finch arising from:
12.2.1 one act or omission, one series of related acts or omissions; the same or similar act/s or omission/s in a series of related matters or transactions; and
12.2.2 one matter or transaction.
whether this be in tort (including negligence), contract, breach of statutory duty or otherwise.
12.3 If we are jointly and severally liable to you with any other party, we shall only be liable to pay you the proportion which is reasonably found to be our fault. We shall not be liable to pay you the proportion which is due to the fault of the advice from another party.
12.4 We do not accept liability, in respect of the Services, in respect of anyone other than you.
12.5 The liability of Finch for any loss or damage arising from or in connection with the Services shall be limited to such proportion of the loss and damage as is just and equitable having regard to the extent of your own responsibility for the loss and damage and that of any other party (regardless of any inability on your part to enforce a claim against such other party due to limitation, a lack of means, reliance by that other party on an exclusion or limitation of liability or otherwise).
12.6 Finch shall not be liable to you for any pure economic loss, loss of profit, loss of business, business interruption, exemplary damages, depletion of goodwill or any damages or costs attributable to lost profit or opportunity (in each case whether direct, indirect or consequential) or for any costs, expenses, or other claims for consequential compensation whatsoever and howsoever caused, including from or in connection with the services or for any loss or damage arising from or in connection with any default or other act of omission on the part of any bank or other financial institution with which money has been deposited in connection with these services or otherwise on your behalf or at your direction.
12.7 We will not be liable for any loss or damage you suffer that was not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the retainer or contract was formed, both you and we knew it might happen.
12.8 We will not be liable for any losses or damage suffered by you not caused by any breach on the part of Finch, including losses sustained by an individual not acting for purposes of their trade, business craft or profession.
12.9 Nothing contained in these Terms shall be applicable to the extent that it:
12.9.1 constitutes a limitation or exclusion of liability for death or personal injury caused by the negligence of our employees, agents or subcontractors; or
12.9.2 constitutes a limitation or exclusion of liability for fraud, misrepresentation or reckless disregard of professional obligations; or
12.9.3 seeks to prevent you from recovering the sum at least equal to the fee that you have paid for the Services.
12.10 If any part of these Terms which seek to limit liability is found by a Court to be void or ineffective on the grounds that it is unreasonable or does not accord with any professional regulations or statutory obligation, the remaining terms shall continue to be effective.
12.11 No member, consultant or employee of Finch contracts with you personally or assumes legal responsibility to you personally in respect of work performed on behalf of Finch. All correspondence, emails and other communications sent to you in the course of our work, whether signed by or emanating from a member, consultant or employee, shall for all purposes be treated as having been sent on behalf of Finch.
12.12 If you consider that there may be circumstances in which you could suffer loss or damage arising from or in connection with the Services, which is irrecoverable (or exceeds the amount recoverable) under the provisions of the Services Agreement, you should take reasonable steps to effect your own insurance in respect of the same.
12.13 We believe in all circumstances and having regard to the availability and cost of Professional Indemnity Insurance that these limits are reasonable but will discuss the limit with you if you consider it insufficient for your purpose and investigate options providing further cover at extra cost.
12.14 Details of our professional indemnity insurance can be found at paragraph 25.4
12.15 This limit on our liability set out in this paragraph shall apply to:
12.15.1 All and any loss arising from any breach by us of each and any of the express or implied terms of this contract with you; and
12.15.2 All and any loss arising from and all and any negligent acts and all and any negligent omissions which occur during our conduct of the contract or retainer and any future work unless otherwise agreed by us in writing.
12.16 You agree that any claim or complaint relating to the retainer in contracts, negligence, tort, breach of statutory duty, or otherwise shall be brought against us within six years of the act or omission alleged to have caused the loss in question.
13.1 We may use third parties to carry out activities, functions and processes as outsourcing arrangements to help improve our quality of service to you. These may include printing, document production, and IT. We will always seek a confidentiality agreement with these outsourced providers. If you do not want your file or information relating to it outsourced, please let us know as soon as possible.
14. Storage of Papers and Documents
14.1 As far as possible we retain our files electronically. All paper correspondence and documents relating to your matter will be scanned into the electronic file and retained in electronic format. The originals will be destroyed apart from those documents which fall within the scope of 14.2 below. If you wish to have the paper copies of correspondence sent to you then please let us know as soon as possible and before the signing of these terms and conditions of business. Otherwise you are agreeing that we can deal with our file in accordance with these terms and conditions.
14.2 Documents bearing an original signature will be scanned onto the electronic file for your matter and the document itself will be returned to you or destroyed.
14.3 You agree that we shall be entitled to retain and use for our own purpose’s copies of all files and documents created and received by us (including any documents recording opinions of counsel) during the provision of the Services.
14.4 At the end of your retainer with us, we are entitled to keep the papers and documents relating to your matter while there is money owing to us for our charges and expenses.
14.5 At the end of the matter we will keep the file for our work. Unless agreed otherwise we will hold the closed file electronically in storage for at least six years. Please let us know if you have any objection to this.
14.6 In agreeing to these Terms, you consent to the deletion of all data after the six-year period. If you wish to receive a copy of any materials to which you are entitled, then please contact us within that six-year period. If you ask us to provide access to or copies of any files after the matter has been concluded, we reserve the right to charge you the reasonable cost of doing so.
15. Financial Services
15.1 We are not authorised by the Financial Conduct Authority to provide advice regulated by the Financial Services and Markets Act 2000 (FSMA) as amended, or to approve any FSMA regulated advertisement or promotion.
15.2 The scope of our services does not involve advising you on the merits of entering into any transaction or investment as our role is ordinarily limited to the provision of legal advice.
16. Limited Companies
16.1 When accepting instructions to act on behalf of a limited company, we may require a Director and/or controlling shareholder to sign a form of personal guarantee in respect of the charges and expenses of Finch. If such a request is refused, we will be entitled to stop acting and to require immediate payment of our charges on an hourly basis and expenses as set out earlier.
17. Intellectual Property Rights
17.1 We retain all copyright, database rights and other intellectual property and proprietary rights in all works and other things developed, designed, generated or created by us in the course of providing the Services including systems, methodologies, software, data, know-how, documents and working papers. For the avoidance of doubt, we retain all copyright, database rights in all reports written advice, documents, data and all other materials provided by us to you.
17.2 Where we obtain an opinion from Counsel on your behalf you consent to our storing a copy of that opinion in our knowledge bank.
18. Money Laundering
18.1 As a supplier of legal services, we are subject to laws which prevent money laundering and terrorist financing.
18.2 To comply with obligations, we must check the identity of new clients (and where applicable their beneficial owners). You will be deemed to be a new client if we have not acted for you in the previous 3-year period. To check your identity, we may ask a client, or persons in their organisation for passport and other identification documentation and about your source of funds and wealth. This information may be sought during the course of our business relationship as well as at the beginning. We may cease to act for you if you fail to provide this information or we are unable to obtain the information from another independent and reliable source.
18.3 Any personal data provided by you for the purposes of processing money laundering checks will only be used for this purpose, or as otherwise permitted by the law or by your consent.
18.4 The money laundering regulations require us to keep records of our identity checks for 5 years from the end of our relationship with you. Your information will be retained for a longer period in line with our file retention policy as outlined in clause paragraph 14 above. If you do not wish us to do so, please advise us of the same.
18.5 We reserve the right to comply with the money laundering legislation as we determine in good faith. In appropriate cases this will override our duty of confidentiality to you.
19. Financial Crime
19.1 Finch is committed to taking all reasonable steps to ensure all business carried out by it is conducted with integrity, transparency and fairness. It will also ensure that it business is conducted in compliance with the relevant rules, regulations and legislation. Finch is dedicated to preventing the facilitation of any form of tax evasion or occurrence of bribery. Finch will not do business with those who do not share its values and commitment to the prevention of economic crime.
20. Data Protection
20.1 We comply with the requirements of the Data Protection Act 2018 and the EU General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the GDPR). For the purposes of this paragraph personal data and processing have the same meaning as those set out in the GDPR.
20.2 The term data protection legislation refers to the legislation mentioned in paragraph 20.1 above and any other legislation of the European Union or the United Kingdom which seeks to deal with the processing of personal data covered by these terms of business.
20.3 The terms processor and controller of personal data are defined under Data Protection Legislation.
20.4 Personal data is any information which is related to an identified or identifiable living person. Different pieces of information which when put together can lead to a person being identified also constitute personal data.
20.5 The personal data disclosed to us during the course of a matter could relate to you, your employees or others with whom you have had a relationship. This will be stored with the other documentation relevant to your matter on our electronic file.
20.6 On the disclosure of personal data to us you must ensure that you have obtained the relevant consent or authorisation to do this or you have the necessary grounds for disclosing the information to us. It is your duty to ensure the information that you disclose to us is accurate.
20.7 We ask that you only provide that personal data which is necessary for the performance of the services stipulated in our retainer with you. If we do need further data this will be request by those working on your matter.
20.8 We will fulfil all applicable obligations under the Data Protection Legislation when we are processing information that you provide to us, whether we are processing that personal data as a controller or a processor or as both.
20.9 We are a controller of personal data when:
20.9.1 We receive that personal data to assist in the provision of legal services as defined in our retainer with you;
20.9.2 We use that data for purposes related to the conduct of our business;
20.9.3 We use that data to send you updates, informational relevant to you or your business; and
20.9.4 We invite you to events.
20.10 We can be a data processor in limited circumstances and in providing additional services to you. For example, in the event that we are asked to store any documents for you in an archive storage facility. The performance of this role will be subject to your instructions. By confirming your agreement our retainer and terms and conditions of business you have confirmed that you are happy for us to process your personal data in this way.
20.11 By virtue of these instructions:
20.11.1 You will detail the method for processing the data apart from where there is a legal obligation for us to process the data for a purpose not connected with your instructions. If this occurs, we will notify you of the legal obligation unless prohibited to do so prior to the processing of your data;
20.11.2 If you instruct us to transfer data outside of the European union this will be carried out in accordance with Data Protection Legislation. If we believe that’s this cannot be done, we will advise you of the same;
20.11.3 We will ensure our employees and sub processors operate within the duty of confidentiality;
20.11.4 We will take the measures required under Data Protection legislation to try and keep data secure.
20.11.5 We will engage sub processors (for which you have provided your general consent) in line with the requirements of
20.12 We will securely destroy your data at the end of our document retention period which is 6 years unless you notify us that you wish to have it returned to you. We will provide you with all of the necessary information to illustrate our compliance with Data Protection Legislation if you request sight of the same via reasonable prior written notice.
20.13 If you wish to view our data protection policy, please request a copy of the same.
21. Identity, Disclosure and Confidentiality Requirements
21.1 We are entitled to refuse to act for you if you fail to supply appropriate proof of identify for yourself or for any principal whom you may represent. We may carry out an electronic verification of your identity if we consider that a saving of time and cost will be achieved by doing so and these Terms contain your consent to us to do so. The cost of any such search will be charged to you.
21.2 We are legally obliged to report directly to the National Crime Agency (“NCA”), without prior reference to you, or your representatives, if during the course of acting for you, we become suspicious of money laundering. By law, your right to confidentiality and your legal professional privilege is waived to the extent of any report made, documents provided, or information disclosed to NCA. We remain under a professional and legal obligation to keep the affairs of the client confidential other than in the most exceptional of circumstances.
21.3 You consent to us obtaining from credit reference agencies or other third parties’ personal information about you, including financial information, which may be covered by the Data Protection Legislation. The cost of any such enquiries will be charged to you.
21.4 In connection with the delivery of the Service, we will act as data controllers, in the sense that, subject to our legal and regulatory obligations, we will process personal data in such manner and for such purposes as we see fit. We use the information you provide primarily for the provision of legal services to you, and for related purposes, including the updating and enhancing client records, analysis to help us manage our practice, statutory returns and legal and regulatory compliance. Our use of that information is subject to your instructions, Data Protection Legislation, and our duty of confidentiality. Please note that in providing the services to you we may need to give information to third parties, such as expert witnesses and other professional advisors. Where appropriate, we may appoint subcontractor data processors such as tracing and collection agents who will process personal data on our behalf and at our discretion.
21.5 We will take appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
21.6 In the case of clients who are individuals, we may process/disclose your personal data in connection with:
21.6.1 The carrying out of credit checks and the taking up of credit references referred to in these Terms;
21.6.2 Client identification procedures;
21.6.3 Conflict checks; and
21.6.4 The delivery of the Services,
including where appropriate the transfer of such personal data outside the European Union and you consent to our doing so.
21.7 In order to comply with court and tribunal rules, all documentation relevant to any issues in litigation however potentially damaging to your case will have to be preserved and may be required to be made available to the other side. This aspect of proceedings is known as “disclosure”. Subject to this, we will not reveal confidential information about your case except as provided by these Terms and where we have to meet obligations to reveal details of the case to third parties or to the court.
21.8 As per paragraph 14 above we will have to keep a copy of your personal data in hard copy or on our electronic filing system for the period of time in line with our file retention obligations after the completion of your matter.
22. Equality and Diversity
22.1 We are committed to promoting equality and diversity in our dealing with clients, employees and others. We have a written equality and diversity policy on these issues; please contact us if you would like a copy of it. If you require us to make a reasonable adjustment due to a disability, then please let us know.
23. Communication Between You and Us
23.1 We will aim to communicate with you by such a method as you may request or the method we feel most appropriate to your matter. We may need to virus check disc or email. Unless you withdraw consent, we will communicate with others when appropriate by email, but we cannot be responsible for the security of correspondence and documents sent by email.
23.2 You agree that we may communicate with you by email sent, without encryption, over the internet. If you receive emails in error please notify us as soon as possible and delete the communication from your system without copying, disseminating or distributing the same in any way by any means.
23.3 Communicating by email carries certain risks which include delay, corruption of data, non-delivery, wrongful interception, amendment and other dangers. We will not accept liability for damage caused by any virus transmitted by this email. Recipients are responsible for ensuring that all emails and files sent are checked for viruses. The content of emails and any attachment may be stored for future reference. No guarantees are offered on the delivery, security, content and accuracy of any emails and files received.
23.4 Be aware that email communications may be intercepted for regulatory, quality control, or crime detection purposed unless otherwise prohibited. We shall not be responsible for any loss or damage arising from the unauthorised interception, redirection, copying or reading of emails, including any attachments. Any views or opinions expressed belong solely to the author and do not necessarily represent those of Finch. In particular, we will not accept liability for any defamatory statements made by email communications.
23.5 From time to time and with your agreement, we may use internet-based document management and retrieval tools in connection with the revision of the Services. You agree that any uses of these facilities is subject to specific additional terms and conditions which we will provide at the appropriate time.
23.6 The Data Protection Act requires us to advise you to that your particulars are held on our database. We may, from time to time use these details to send you information which we think might be of interest to you, unless you advise us to the contrary.
24. Media Interest
24.1 There may be interest from the media in the work that we undertake for you under the terms of our retainer. If this is the case and where appropriate we will advise you of this. We will also notify you and obtain your consent before the release of any press notice.
25. Regulatory Information
25.1 Finch Consulting Limited is registered in England and Wales with registered number 02774164.
25.2 Finch Consulting Limited is authorised and regulated by the Solicitors Regulation Authority to provide legal services under Regulation Authority Number 634469.
25.3 Finch Consulting Limited is registered for VAT purposes with VAT registration number 616596220.
25.4 We maintain compulsory professional indemnity insurance of at least £3 million per claim with our primary layer Zurich Insurance plc. Their contact details are Zurich House, Ballsbridge Park, Dublin 4, Ireland. Details of the minimum terms for the compulsory insurance, including territorial coverage, can be found at www.sra.org.uk/solicitors/handbook/indemnityins
25.5 Our professional rules may be accessed via www.sra.org.uk/handbook. The contact details for the Solicitors Regulation Authority are The Cube, 199 Wharfside Street, Birmingham, B1 1RN, [email protected] 03706062555.
26.1 Applicable law and jurisdiction
The retainer and terms and conditions of business agreement will be governed by and interpreted in accordance with English law and you irrevocably agree that the courts of England and Wales shall have jurisdiction over any dispute (contractual or otherwise), which may arise out of or in connection with the retainer.
26.2 Force Majeure
Neither you nor Finch can be held liable for any delay or failure to fulfil our respective obligations under the Services Agreement as a result of events beyond our reasonable control. Such events include, but are not limited to, fire, flood acts and regulations of any governmental or supranational authority war, acts of terrorism, riots, strikes, lockouts and industrial disputes.
Any delay in enforcing any provision of the Services Agreement will not affect or restrict any of the rights and powers arising under the Services Agreement The Parties, or either of them, will only be taken to have released their rights under the Services Agreement if such release is confirmed in writing.
Any notice or other communication to be given under the Services Agreement shall be given in writing and delivered by post to, or by hand at, the addresses of the Parties appearing in the retainer document or engagement letter (or such other address as may have been notified in writing). Notice shall be deemed to be given in the case of delivery personally, on delivery, and in the case of delivery personally, on delivery, and in the case of posting (in the absence of earlier receipt), 48 hours after posting (or six days after posting, if sent overseas).
26.5 Entire Agreement
The retainer and terms and conditions of business constitutes the entire agreement between the Parties with respect to the Services. It supersedes any prior agreements made whether written, verbal or otherwise.
Subject to any applicable legal, regulatory or other professional restrictions or requirements, Finch and you both acknowledge that (respectively) we and you have not entered into this Service Agreement on the basis of, and have not relied upon, any statement, representation, warranty or other provision, except those expressly included in this Services Agreement. The only right or remedies available to you and Finch arising out of and in connection with this agreement in connection with any warranties, statements, promises, or representations will be for a breach of contract. You irrevocably and unconditionally waive any right you may have to claim, rights or remedies, including any right to rescind the retainer which you may otherwise have had in relation to them. All warranties, conditions, terms, and representations not set out in these terms and conditidn of business, whether implied by statute or otherwise are excluded to the extent permitted by the law.
Subject as previously mentioned, no remedy shall be available in respect of any untrue statement, representation or warranty other than a remedy available under this Services Agreement, the preceding two sentences shall not apply to any statement, representation or warranty made fraudulently.
You agree that we have sole discretion to exercise our right to commence proceedings against you in connection with our agreement in another jurisdiction.
If we transfer our legal business to another firm our agreement with you will not be terminated automatically as a result. You agree that the successor firm is automatically appointed so continuity of service can be maintained.
Your retainer with Finch is a contract between you and Finch. No person who is not a party to the retainer has any right (whether under the Contracts (Rights of third Parties) Act 1999 or otherwise), to enforce any provision of our agreement with you. You may not assign transfer charge or dispose of any or all of the rights or responsibilities under the retainer without our prior express consent which must be given in writing.