These terms apply to all our work for you unless we have agreed to modify them in a written document which has been signed by a director of Lawbriefs Limited. They are effective from 14 April 2021 but we may change them from time to time.
1. LawBriefs Limited
1.1 Your contract is with LawBriefs Limited. We use the title of “lawyer” to describe fully qualified lawyers who are employees or consultant lawyers working for LawBriefs Limited or law firms within our network.
1.2 We assume (that is, LawBriefs Limited assumes) liability for and are fully and exclusively responsible for the legal services provided by our lawyers and any of our other consultants and employees on our behalf.
1.3 There is no contract between you and any member, employee, consultant or lawyer of LawBriefs Limited. Any advice given to (or other work done for) you by any of our lawyers is given (or done) by them on behalf of LawBriefs Limited and not in their individual capacity and none of them assumes any personal responsibility to you for the advice or other work.
1.4 You agree that, (but only to the extent permitted under any applicable law), if, as a matter of law, a duty of care, or any other duty, liability or obligation would otherwise be owed to you by any of our lawyers, that duty is excluded.
1.5 You agree that you will not bring any claim, whether on the basis of breach of contract, tort (including, but not limited to, negligence), breach of statutory duty or any other basis against any of our lawyers relating to any loss or damage that you or any person or company associated with you suffer or incur, directly or indirectly, in connection with any advice given to or other work done for you.
1.6 So, any claim you wish to make can only be made against LawBriefs Limited and not against our lawyers,members, employees or consultants.
1.7 Each of our lawyers is entitled to the benefit of the provisions of this clause 1 under the Contracts (Rights of Third Parties) Act 1999.
1.8 A list of the lawyers of LawBriefs Limited is open to inspection on the LawBite website at www.lawbite.co.uk
and at our registered office at 39 Long Acre, London, WC2E 9LG.
1.9 All correspondence and other communications sent to you in the course of providing services, whether signed by a lawyer, consultant or employee, is to be treated for all purposes as having been sent on behalf of LawBriefs Limited.
1.10 Unless the context otherwise requires, whenever reference is made to “LawBriefs”, “LawBriefs Limited”, “we”, “our” or “us” it is a reference to LawBriefs Limited, a limited liability company incorporated in England and Wales with registered number 08636316.
2. Scope of Our Advice
2.1 Our lawyers advise only on the laws under which they are qualified. If our lawyers cannot advise on a certain jurisdiction, we may connect you with our extensive network of law firms in other jurisdictions. Any work carried out by another law firm will be subject to separate terms of engagement with the relevant overseas law firm.
2.2 Our role is limited to advising on the legal issues raised by your instructions. Our advice is for your benefit only and will be given in the context of the particular transaction for which we are retained. You should not rely on it in any other context. If you want to disclose our advice to anyone else or refer to it, please let us know in advance so we can decide whether we can agree to this and, if so, on what basis.
2.3 Unless we agree otherwise in writing, our advice is for use only in connection with the specific matter on which you instruct us.
2.4 You will supply in writing to us in a timely way all information that is relevant to your matter and you promise that all information that you give to us is true, accurate and complete when given and that you will promptly correct and update it as necessary. You will respond promptly to our requests for instructions and information and tell LawBriefs Limited promptly if you have any queries or concerns;
2.5 We only advise on tax where we have expressly agreed to do so in our engagement letter to you.
2.6 Through the LawBite Platform we will:
2.6.1 Update you by telephone or in writing with progress on your matter regularly;
2.6.2 Communicate with you in plain language;
2.6.3 Explain to you by telephone or in writing the legal work required as your matter progresses;
2.6.4 Update you on whether the likely outcomes still justify the likely costs and risks associated with your matter whenever there is a material change in circumstances;
2.6.5 Update you on the likely timescales for each stage of this matter and any important changes in those estimates;
2.6.6 Continue to review whether there are alternative methods by which your matter can be funded.
2.7 After completion of a matter, we will not be responsible for reminding you about future time deadlines or obligations that relate to it (e.g. an option or liability expiry date or regulatory filing date) unless we have agreed to do so in writing.
3. Fees and Expenses
3.1 Our fees are governed by law. We are allowed to take into account a number of factors in setting our fees including the complexity of the work, its value, urgency and the time spent on it.
3.2 Our fees are normally calculated on the basis of the estimated time to be spent on the matter by individuals at the rates set out in the attached Terms of Engagement and where practicable we will issue a quotation in advance so that you will effectively have an agreed fee for the work to be carried out. Where we are unable to do this we will let you know if we are going to invoice you for the actual hours incurred on a matter at the rates set out in the attached Terms of Engagement.
3.3 We have the right to review hourly rates on an annual basis on 1 May. We will charge you at the rate applicable when the legal services are provided unless agreed otherwise.
3.4 As well as our fees, you will reimburse us for any expenses we incur carrying out your work. This will include items like counsel’s fees (the fees of a barrister), court fees, search fees, filing and registration fees, stamp duty, courier fees, travel and hotel expenses, document production, photocopying, scanning, printing, sending faxes, overseas telephone calls and secretarial overtime.
3.5 If any expenses are likely to be significant, we may either ask you to provide money on account before they are incurred, or ask you to pay them as soon as they arise.
3.6 You must reimburse our expenses in full even if the whole or any part of our fee is payable on a contingent basis.
3.7 All expenses will be quoted to you through the Platform in advance so that you can agree to them before you pay them.
3.8 Fees and expenses are subject to value added tax, where applicable, at the appropriate rate. This will be added to your bill.
4.1 You will normally pay your bill through the Platform when you accept your quote or before the work is delivered to you, or as otherwise set out in accordance with our Terms of Engagement. If your bill is not paid in this way then the following applies.
4.2 If a bill is not paid within 30 days after its issue, we have the right to charge you interest on the outstanding amount. Interest is calculated on a daily basis at the rate from time to time applicable to judgment debts from 30 days after delivery up to the date of payment. In the case of commercial debts we reserve the right to claim interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
4.3 We have the right to claim a lien over (i.e. keep) deeds, documents, electronic records, moneys and other items held for you until our bills are paid in full.
4.4 If you have instructed us that a third party (including, but not limited to, insurers) will be responsible for our fees and expenses, we accept your instructions on the basis that you will pay our fees and expenses if they are not paid promptly by the third party.
4.5 Where we are acting for two or more clients together on a matter those clients are jointly and severally responsible for paying our related bills.
4.6 When a litigation matter ends, even if the court makes an order for costs to be paid by someone else, it is not normally possible to recover all of the costs. This is because of the basis on which the court assesses costs. In these circumstances, you remain responsible for full payment of our bills, both during and at the end of the litigation. This is so even if someone else is liable to reimburse you for any sums included in the bills.
4.7 After consulting you, we may engage other advisers or service providers (including counsel, overseas lawyers, expert witnesses, accountants, environmental consultants and surveyors) on your matter. We take steps to ensure that any such third parties are of the highest reputation and the confidentiality of your files is assured. Your acceptance of these terms is taken as approval of such arrangements as we feel appropriate for the conduct of your matter. Any advice given by such outside providers is their responsibility direct to you and not ours (even if incorporated or reflected in documents prepared by us) and you will be responsible for paying their fees and expenses. Where we instruct them, we will do so as your agent. Any such fees and expenses will be quoted to you through the Platform in advance so that you can agree them before you pay them.
5. Confidentiality and Privilege
Our confidentiality obligations
5.1 We will treat all information you provide to us and about matters dealt with by us (other than information which is in the public domain) as confidential. We will not disclose any confidential information to any third party, except with your written consent or if necessary or customary in the normal performance of our services (e.g. passing it to other professionals and consultants assisting us or you with your matter, unless you ask us not to) or if required or permitted by law or any regulatory authority to which we are subject.
5.2 We may be required by law to reveal certain information and documents about you to authorities such as the Financial Conduct Authority, HM Revenue & Customs, the Police, the Serious Fraud Office or the National Crime Agency in relation to matters such as financial conduct, tax, fraud, bribery, money laundering or terrorist financing. If we are required to make a disclosure in relation to your matter we may not be able to tell you that a disclosure has been made. We may also have to stop working on your matter for a period of time and may not be able to tell you why.
5.3 We reserve the right to use external service providers for document reproduction or scanning as long as they are bound by appropriate obligations to maintain the confidentiality of the information.
5.4 External firms or organisations may conduct audit or quality checks on our practice. These external firms or organisations are required to maintain confidentiality in relation to your files.
5.5 Unless you instruct us otherwise in writing, we are entitled to state in our promotional material and tender documents that we have worked for you generally or on a particular matter or matters as long as we do not otherwise break our duty of confidentiality to you.
5.6 Where we act for other clients and as a result obtain information confidential to those clients but relevant to you, we have no obligation to disclose that information to you.
5.7 We may be asked to act for another party on a matter where we hold information for you (in respect of which we owe you a duty of confidentiality) which may be relevant to that other party. You agree that we may act for the other party even though their interests in the proposed matter may be adverse to your own provided that:
5.7.1 there is no legal conflict of interest;
5.7.2 we agree to put in place and maintain appropriate measures to safeguard the confidentiality of the information we hold for you;
5.7.3 we consider it reasonable in all the circumstances for us to act.
5.8 You accept in these circumstances that we will be under no obligation to disclose to you any information which we obtain for the other client.
Your confidentiality obligations
5.9 You will treat all information we give you (other than information which is in the public domain) as confidential including, but not limited to, legal advice given to you and the contents of our engagement letter to you. You will not disclose that confidential information to any other person, unless we give our written consent or as required or permitted by law or any regulatory authority to which you are subject.
5.10 If you wish to pass to a third party any advice we have provided to you and we consent to this, we will not have any liability to them unless we have agreed to this in writing.
Legal professional privilege
5.11 Communications between you and us may be protected from disclosure to third parties by legal professional privilege. However, you should be aware that if you disclose those communications to a third party (whether or not in contravention of your confidentiality obligations to us) legal professional privilege may be lost in that communication. You are reminded to seek our advice before doing so.
6. Client Identification and Instructions
6.1 We will use electronic communication when working on your matters unless you tell us not to. If we use electronic communication, we take reasonable precautions to ensure it is virus free, but this cannot be guaranteed and you accept this and the other risks inherent in this form of communication.
6.2 Electronic communication and telephone communications may be monitored in accordance with applicable law and regulations.
6.3 We rely on you to tell us in writing if you have any preferred method of communication or if communication is only to be made through one or more designated individuals.
6.4 When asked, you will provide the necessary information for us to check your identity for the purposes of our statutory and professional obligations.
6.5 You will tell us the full background to your matter, give us timely and accurate instructions, tell us promptly of any change in circumstances that may affect your matter, respond promptly to our requests for instructions and information and tell us promptly if you have any queries or concerns.
7. Data Protection
7.1 We may collect personal data about you. This includes information provided to us through your use of the Platform, a record of any correspondence between us, and details of transactions you carry out with us. Please note that we do not store credit card details and we do not share your details with any third parties without your consent.
7.2 When processing personal data each party shall act in accordance with Data Protection Legislation which shall mean the following legislation to the extent applicable from time to time: (1) national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC); (2) the retained EU law version of General Data Protection Regulation (2016/679) (UK GDPR); (3) the Data Protection Act 2018; and (4) any other applicable privacy laws.
7.3 The following terms are given the definition as ascribed in Data Protection Legislation: personal data, process, (processed, processing or other are construed accordingly), processor, controller, data subject, personal data breach.
7.4 The parties acknowledge and agree that in relation to the services each party acts as data controller.
7.5 Each party shall co-operate and reasonably assist the other with any and all requests, notifications or other communications it may receive from either a data subject or the Information Commissioners Office (ICO) having regard to personal data processed in respect of these Terms of Business.
7.6 Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
7.7 In circumstances where we process data as processor, the following provisions will apply:
7.7.1 the details of such processing of personal data are agreed between the parties as the following;
- subject matter; legal advice
- purpose; as per Clause 7.8 below
- information types; name, address, email address, financial information, job title, telephone number, postal address
- categories of data subject; customers;
7.7.2 we shall only process personal data in accordance with your documented instructions (including the instructions set out in these Terms of Business) unless required to process such personal data for other purposes by applicable laws or regulatory authorities. In such circumstances, we shall provide notice to you unless the relevant law or regulatory authority prohibits the giving of notice on important grounds of public interest;
7.7.3 we shall ensure our staff who process personal data on your behalf are subject to obligations of confidentiality (either by contract or by statute);
7.7.4 we shall take all reasonable, proportionate and appropriate measures to comply with the security requirements of Data Protection Legislation;
7.7.5 you consent to us engaging a sub-processor to process personal data on your behalf;
7.7.6 where we engage a sub-processor we shall enter into a written contract on similar terms but no less onerous than this agreement;
7.7.7 we shall provide you as data controller with reasonable assistance using appropriate and proportionate technological and organisation measures to meet your obligations with regard to data subjects exercising their rights under Data Protection Legislation; or with regard to data protection impact assessments; and/or where required consultations with the Information Commissioners Office;
7.7.8 we shall notify you without undue delay on becoming aware of a personal data breach;
7.7.9 we shall, provided you give us fourteen days written notice, make available to you information demonstrating compliance with Data Protection Legislation and/or allow you (or a third party on your behalf) to audit the same as may be required by Data Protection Legislation.
7.7.10 we shall, subject to legal or regulatory requirements, at termination or the date on which the service provision ends, at your request either delete or return such personal data processed on your behalf.
7.8 We will process the personal data that you provide to us for the following purposes:
7.8.1 carrying out work on your instructions;
7.8.2 providing appropriate instructions or information to others working for you, including those located outside the UK;
7.8.3 complying with our legal, professional and regulatory obligations;
7.8.4 maintaining and using databases of current clients/contacts; and
7.8.5 verifying your identity;
7.8.6 updating and enhancing client records;
7.8.7 analysis to help us manage our practice;
7.8.8 statutory returns.
7.9 We rely on you to obtain any consents necessary under applicable data protection laws to permit you to provide, and us to process, those data for these purposes.
7.10 LawBite would like to help you with your legal needs by sending you insights, marketing information and exclusive offers to help you grow and protect your business, if you have provided us with your written consent to do so either prior to or at the time of accepting the Terms of Engagement . You can see our Website T's and C's
to learn more about how we process your personal data and you can unsubscribe or change your preferences at any time.
7.11 We agree that we may transfer your collected data to storage outside the UK and will do so by employing appropriate safeguards as required by UK GDPR. You acknowledge and agree that it may be processed outside the UK to fulfil your order and deal with payment.
7.12 We will not collect more personal data than we need for the purposes set out in Paragraph 7.8, and we will not retain such personal data for any period longer than required to carry out the purposes set out in Paragraph 7.8.
7.13 Any payment transactions will be encrypted. If we give you a password, you must keep it confidential. Although we try to provide protection, we cannot guarantee complete security for your data, and you take the risk that any sending of that data turns out to be not secure despite our efforts.
7.14 We are allowed to disclose your information in the following cases:
7.14.1 if we want to sell our business, or our company, we can disclose it to the potential buyer;
7.14.2 if we want to sell or buy any business, or assets, we can disclose your personal data to the potential buyer or seller of such business or assets;
7.14.3 we can disclose it to other businesses in our group, which means our subsidiaries, our ultimate holding company and its subsidiary as defined in Section 1159 of the UK Companies Act 2006;
7.14.4 we can disclose it if we have a legal obligation to do so, or in order to protect other people's property, safety or rights; and
7.14.5 we can exchange information with others to protect against fraud or credit risks.
8. Files, Documents and Electronic Data
Files and documents
8.1 We may store the files and other documents relating to your matters either electronically or in paper format.
8.2 If you ask us to pass you any of your files and documents, we may do so either in paper form or on standard electronic storage media. We reserve the right to keep copies of any of your files and documents for our own records.
8.3 Other than title deeds and other original documents, we can destroy any papers and records (including electronic records) that we hold relating to your matters after six years.
8.4 We retain copyright in works we prepare unless we have specifically agreed otherwise. You have a perpetual non- exclusive royalty free licence to use the version of the documents which we deliver to you.
8.5 We will not destroy documents you ask us to deposit in safe custody.
8.6 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 we may charge you both for:
8.6.1 time spent producing stored papers that are requested;
8.6.2 reading, correspondence or other work necessary to comply with your instructions in relation to the retrieved papers.
Limitation on our liability
9.1 Our financial liability in respect of a particular matter or transaction for any and all losses, liabilities, damages, claims, demands and costs (including any costs we incur in defending any actions against us) arising out of or in connection with your matter or transaction shall not exceed £3,000,000.00 in aggregate, whether the liability arises in contract, negligence or other tort, breach of statutory duty or otherwise.
9.2 However, we do not seek to limit our liability arising from our fraud or reckless disregard of professional obligations or our liability for death or personal injury caused by our negligence or in any way to exclude or restrict our liability other than as is permitted by law and the rules from time to time of the Solicitors Regulation Authority.
Duty of care
9.3 Our duty of care under this contract and any duty of care we also owe as a matter of law is a duty owed to you alone. We do not owe a duty of care to any third party and assume no responsibility to any third party in respect of the performance of our duties to you.
9.4 We are not liable for any failure to fulfil our obligations due to circumstances beyond our reasonable control.
Liability of others
9.5 If any claim is made against us relating to the provision of legal services to you, our liability is limited to a just and equitable proportion of the total loss or damage in respect of that claim taking account of contributory negligence and the legal responsibility of any other person or organisation (regardless of the ability of that person or organisation to make payment).
9.6 If we work on a matter for you with another person or organisation which limits its liability by agreement with you, our liability in respect of that matter is limited to the amount which would have applied if that other person or organisation had not so limited its liability.
9.7 As required under the Solicitors' Indemnity Insurance Rules, LawBriefs Limited has professional indemnity insurance. That insurance covers our professional services.
10. Conflicts of Interest
10.1 We are subject to strict legal and professional obligations not to act for you where we have a conflict of interest. If a conflict of interest arises, we will discuss this with you with aim of resolving the conflict. If we cannot, we may have to cease acting for you on that matter or generally and you agree that in these circumstances we will not be prevented from acting for another party involved in that matter. In the absence of a legal conflict of interest, our relationship with you will not prevent us from acting for other clients. We search our records to ensure at the outset of the engagement that there is no actual or potential conflict of interest so as to protect you from conflicts of interest.
11. Investment Services
11.1 The firm is not authorised by the Financial Conduct Authority, but we are able in certain circumstances to offer a limited range of investment services to clients because we are members of the Law Society. We can provide these investment services if they are an incidental part of the professional services we have been engaged to provide.
12. Complaints Procedure
12.1 We are committed to providing a high quality service. To maintain this commitment the firm has a formal complaints procedure, a copy of which is available on request.
12.2 If you have any questions or a complaint about our service or your bill, please contact the responsible lawyer referred to in our engagement letter to you as quickly as possible so that they can rectify the situation. Alternatively, you may wish to speak to a lawyer manager who will be glad to discuss any matters you may wish to raise. Please email [email protected]
to organise such a call and register your complaint.
12.3 We have eight weeks to consider your complaint. If for any reason we are unable to resolve a problem between us, you may be able to ask the Legal Ombudsman (address: PO Box 6806, Wolverhampton, WV1 9WJ, website: www.legalombudsman.org.uk
, tel: 0300 555 0333) to consider your complaint. Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint or within six years of the act or omission about which you are complaining occurring (or if outside of this period, within three years of when you should reasonably have been aware of it).
12.4 If your complaint relates to our fees, you may also apply to the Court for an assessment of the bill under Part III of the Solicitors Act 1974, but you should note that the Legal Ombudsman may not deal with your complaint if you have already applied for an assessment. An application for an assessment must be made within one month of the bill’s delivery to you. Applications outside this time will only be considered by the Court in special circumstances.
12.5 The Solicitors Regulation Authority can help if you are concerned about our behaviour. This could be for things like dishonesty, taking or losing your money or treating you unfairly because of your age, a disability or other characteristic. Visit their website at www.sra.org.uk/consumers/problems/report-solicitor/
to see how you can raise your concerns with the Solicitors Regulation Authority.
12.6 If you start proceedings against us for loss or damage and there is another person (for example, another adviser) who is liable (or potentially liable) to you in respect of the same loss or damage, then you will (if we so request) join them into the proceedings. This is subject to any legal prohibition against your joining them in that way.
12.7 We may receive undertakings from another firm of lawyers during the course of a matter or transaction for you. We do not accept any liability in the event that such other firm fails to fulfill such undertakings in whole or in part. This will not prejudice your ability to pursue such other firm through the Courts.
13.1 You may terminate your instructions at any time by written notice to us. We will only stop working for you if we have a good reason to do so including if:
13.1.1 you do not pay a bill after 30 days;
13.1.2 we cannot obtain clear instructions from you;
13.1.3 we have or develop a conflict of interest; or
13.1.4 carrying out your instructions or continuing to work for you would infringe the law or the rules of the Solicitors Regulation Authority or any other regulatory body with whose rules we are required to or customarily comply (for example the City Panel on Takeovers and Mergers).
13.2 Termination by you or by us for any of the above reasons will not affect our right to payment for work done before the date of termination.
13.3 Where we stop or suspend work on a matter we have the right to stop or suspend work on any other matter for you and may apply, where appropriate, to be taken off the record as solicitor for the matter. We will tell you before we do this.
14.1 These terms and our services are governed by English law and you and we both submit irrevocably to the jurisdiction of the English courts in relation to any dispute between us.
14.2 References in this document to “you” or to “our client” mean our client as identified in our engagement letter to you or in any separate written communication. In this document reference to “terms” means, where the context permits, these terms of business as supplemented by our engagement letter to you.
14.3 Except where we clearly say otherwise, nothing in these terms gives any person any rights under the Contracts (Rights of Third Parties) Act 1999. These terms may be varied by us without the consent of any third party.
14.4 If any part of these terms is held to be invalid or unenforceable, the remaining terms will continue in full force and effect.
14.5 If in the future the business of LawBriefs Limited is transferred to a new entity (including, but not limited to, a limited company or a merged entity) you agree to the novation of any contract or contracts that we have with you to the new entity provided that we notify you of the transfer. The novation will take effect on the date of the transfer to the new entity. The novation will only affect rights and obligations under the contract or contracts with effect from the date of the transfer. From the date of transfer services will be provided to you by the new entity in place of LawBriefs Limited and your rights under existing retainers will be exercisable only against the new entity.