Client Information and Terms of Engagement

These Terms of Business, together with our letter confirming your instructions (the “Engagement Letter”), set out the basis on which Stephen Rimmer LLP (“we”, “us”, “our” or “the Firm”) will act for you. If there is any conflict between these Terms and the Engagement Letter, the Engagement Letter will prevail for that matter, except where it expressly states otherwise. Your signing of the Engagement Letter, or your continuing instructions after receiving these Terms, will constitute acceptance of them.

The Engagement Letter will identify the client, the work we have agreed to undertake, the person responsible for the matter and their supervisor, and the basis on which we will charge. We are not responsible for advising on matters outside the agreed scope unless we expressly agree in writing to do so.

1. OUR RESPONSIBILITIES

We will:

• treat you fairly and with respect and act in your best interests, subject to our legal and professional obligations;
• provide information in a way you can understand so that you can make informed decisions about the services you need, the options available and how your matter will be handled;
• give you the best information reasonably available about how your matter will be priced and the likely overall cost, and update you when appropriate as the matter progresses;
• communicate in plain language and keep you appropriately informed of material progress, likely timescales and important changes;
• review your matter regularly and advise you of material legal developments, reasonably foreseeable risks and changes in circumstances that may affect the outcome, proportionality or cost of your matter; and
• protect your confidentiality, subject to the exceptions set out in these Terms and our legal and regulatory obligations.

2. YOUR RESPONSIBILITIES

You will:

• provide clear, timely, complete and accurate instructions and information and tell us promptly if anything material changes;
• provide documents, evidence of identity, source of funds/source of wealth information and other information we reasonably request;
• deal with us honestly and in good faith and not ask us to act unlawfully, improperly or contrary to our professional duties;
• safeguard documents and evidence relevant to your matter, including material that may have to be disclosed;
• pay our invoices, payments on account and disbursements when due; and
• tell us promptly if you have particular communication, accessibility or other needs relevant to how we provide our services.

3. SERVICE LEVELS, COMMUNICATION AND SCOPE

We will update you by telephone, email or in writing as appropriate on likely timescales and material changes. Whenever there is a material change in circumstances, we will consider with you whether the likely outcome continues to justify the likely costs and risks.

We strive to maintain continuity in the lawyer acting for you. Another lawyer may need to take over or provide cover. We will tell you of a material change in responsibility, except for routine short-term cover.

Unless agreed otherwise, we may communicate with you and relevant third parties by ordinary email, telephone, post and secure electronic systems. Electronic communications carry risks including interception, misdirection, delay, malware and fraud. If you require a particular method of communication or enhanced security, please tell us.

Our advice is provided for you, for the purpose of the matter on which we are instructed, and is based on the law and circumstances at the time it is given. Unless we expressly agree otherwise in writing, no third party may rely on our advice and we do not undertake to update completed advice for later changes in law or circumstances.

4. COSTS AND CHARGES

At the outset we will set out the basis on which we will charge and the arrangements concerning our fees and expenses, including charges for identification and source of funds due diligence checks. Our charges may reflect the time and expertise involved and, where appropriate and permitted, the value, importance, urgency or complexity of the matter and the responsibility assumed by the Firm. Where work is undertaken for a fixed fee, this will be stated in the Engagement Letter.

Our current standard hourly rates are: Category A – Partners £310; Category B – Senior Associate Solicitors/Senior Legal Executives £270; Category C – Associate Solicitors, Legal Executives and Executives with equivalent experience £240; Category D – Trainee Solicitors and Paralegals £150; Category E – Consultants £310. VAT will be added where applicable. Rates are reviewed periodically, normally annually. We will notify you in advance of any change that applies to your matter.

Any estimate is based on the information available at the time and is not a fixed quotation unless expressly stated to be one. We will tell you if circumstances arise that materially affect an estimate and, where reasonably practicable, give you revised costs information before significant additional work is undertaken.

Except where separately agreed, we will normally issue interim invoices at regular intervals or when work in progress exceeds £500, whichever comes first, and a final invoice on completion or termination. Unless otherwise agreed in writing, invoices are payable within 14 days of receipt.

We may ask you to pay money on account of anticipated fees, expenses or disbursements. A payment on account is not an estimate or cap on the total cost. We are not obliged to incur a disbursement or make a payment on your behalf unless we hold sufficient cleared funds.

We reserve the right to charge interest on overdue invoices at the rate for the time being payable on judgment debts, to the extent permitted by law. Subject to the SRA Accounts Rules and any applicable legal restrictions, after delivering a bill or other written notification of costs we may use money held for you towards sums properly due to us.

You may set a costs limit by written agreement with us. If a limit is agreed, we will not intentionally exceed it without seeking further authority, save where urgent action is reasonably necessary to protect your position and it is not practicable to obtain instructions.

If your matter does not proceed to completion or our retainer ends early, you remain responsible for fees for work properly undertaken and expenses incurred up to termination, calculated on the basis stated in the Engagement Letter unless a different basis has been agreed.

You remain responsible for our fees and expenses even if another person has agreed or is ordered to contribute to them. In litigation, you may be ordered to pay another party’s costs and, even if successful, you may not recover all of your own costs. We will discuss material costs risks with you where relevant.

If you have legal expenses insurance, trade union funding or another possible source of third-party funding, please tell us as early as possible.

5. CLIENT MONEY, PAYMENTS AND INTEREST

We will deal with client money in accordance with the SRA Accounts Rules. Client money will only be withdrawn for a proper purpose and, where money is to be used to pay our costs, only after a bill or other written notification of those costs has been given.

We may refuse or return payments from third parties, or require additional information about the payer and the source of funds. Payment to us does not of itself mean that we have accepted instructions or that we are satisfied with our regulatory checks. We will not use our client account as a banking facility and will only receive, hold or transfer funds where there is a proper connection with an underlying legal transaction or service we are providing.

Our policy is to accept cash at our offices only up to a maximum of £500. If cash is paid directly into our bank, we may require additional evidence and charge for additional checks. Unless we agree otherwise after appropriate checks, money due to you will be paid to you by bank transfer or cheque and not in cash or to an unrelated third party.

We account to clients or third parties for a fair sum of interest on client money held on their behalf in accordance with our Client Account Interest Policy and the SRA Accounts Rules. Our policy may apply a de minimis threshold and takes account of the amount held, the period for which it is held, prevailing rates and the administrative cost of calculation. A copy of the current policy is available on request.

We hold client money with banks or building societies selected by us. We are not responsible for a banking institution’s failure except to the extent that liability cannot lawfully be excluded. Depending on your circumstances, eligible deposits may be protected by the Financial Services Compensation Scheme (FSCS), including temporary high balance protection. Applicable limits and eligibility rules can change, and you should check the current FSCS position if material to you.

6. PREVENTION OF MONEY LAUNDERING, TERRORIST FINANCING AND FINANCIAL CRIME

We are required by law and professional rules to identify our clients and, where relevant, beneficial owners and other connected persons, understand the purpose and intended nature of the business relationship, and carry out ongoing monitoring. We may undertake electronic verification and screening using third-party providers and may ask for original or certified documents. Electronic checks may leave a soft footprint and may be charged to you as an expense.

We may require information and evidence about source of funds and, where appropriate, source of wealth, the purpose of transactions and the identity of persons providing or receiving funds. These requirements apply to new and existing clients and may be repeated during a matter. We may delay starting work, decline to receive or transfer funds, suspend work or terminate the retainer if we cannot complete checks to our satisfaction or if continuing would breach legal or regulatory obligations.

We may also carry out sanctions, politically exposed person and other financial-crime screening where appropriate. You must tell us promptly if information relevant to these checks changes.

We are professionally and legally obliged to keep your affairs confidential. However, legislation may require us to make a disclosure to the National Crime Agency or another competent authority where the relevant legal test is met. If we make or consider such a disclosure, the law may prevent us from telling you about it or explaining a delay. We will not be liable for delay or non-performance caused by our good-faith compliance with legal or regulatory obligations, except to the extent liability cannot lawfully be excluded.

7. MLR DATA PROCESSING

In accordance with the Money Laundering Regulations 2017, we are required to inform you that any personal data received from you will be processed only for the purposes of preventing money laundering and terrorist financing, or as otherwise permitted under Regulation 41(3) of the Money Laundering Regulations 2017.

This processing is necessary for us to comply with our legal and regulatory obligations, including carrying out client due diligence, ongoing monitoring and maintaining required records.

8. DATA PROTECTION AND PRIVACY

We process personal data in accordance with applicable data protection law, including the UK GDPR and Data Protection Act 2018, as amended from time to time. Our Privacy Notice explains in more detail the categories of information we use, our purposes and lawful bases, recipients, international transfers where relevant, retention, your rights and how to contact us. It is available on our website or on request.

We use personal information primarily to provide legal services, manage our relationship with you, administer and improve our practice, comply with legal and regulatory duties, prevent fraud and cybercrime, manage risk and security, recover debts and, where lawful, communicate about our services. We may share information where necessary with courts, regulators, public authorities, barristers, experts, other professional advisers, service providers, auditors, insurers, banks, identity-verification providers and others involved in your matter.

Where we use processors or other service providers, we take appropriate steps to protect personal data and confidentiality. We may process special category or criminal offence data where necessary and lawful for the provision of legal services, establishment or defence of legal claims, substantial public interest grounds or other applicable conditions.

Marketing communications will be sent only where permitted by applicable data protection and electronic marketing law. You may opt out of direct marketing at any time by using the unsubscribe facility provided or contacting compliance@stephenrimmer.com.

You may have rights including access, rectification, erasure, restriction, objection and data portability, depending on the circumstances and lawful basis. You may also complain to the Information Commissioner’s Office. Some rights are restricted where information is protected by legal professional privilege or where another legal exemption applies.

9. ARTIFICIAL INTELLIGENCE AND THE EXERCISE OF PROFESSIONAL JUDGMENT

We recognise the increasing use of artificial intelligence (“AI”) and AI-supported technologies within the legal profession. We may use appropriately approved AI and AI-supported technologies to assist us in providing legal services, including for research, drafting, document review, analysis, summarisation and administrative processes, and as part of our internal systems and workflows.

AI is a tool and does not replace professional judgment. Where AI is used in connection with the provision of legal services, its use will be subject to appropriate human oversight and, where relevant, professional review, verification and approval. Responsibility for the legal advice and services we provide to you remains with us, irrespective of whether AI or other technology has assisted in producing that work.

Where confidential, privileged or personal information is processed using AI-supported technology, we will take appropriate steps to ensure that the technology and its use are subject to safeguards consistent with our professional, confidentiality and data protection obligations.

AI-generated material may contain errors, omissions, inaccuracies or fictitious information and should not be treated as authoritative without appropriate verification. We will not treat AI-generated information, analysis, citations or conclusions as authoritative without appropriate professional assessment and, where necessary, verification against reliable source material.

You may choose to use AI tools in connection with your matter. However, information or analysis generated by an AI system, whether provided by you or by a third party, does not constitute advice from us unless we have expressly reviewed and confirmed or adopted it as part of our advice to you. You should not rely upon AI-generated material as representing our advice unless we have expressly confirmed that this is the case.

If you provide us with AI-generated material, questions, analysis or correspondence which requires us to undertake additional work to review, verify, correct or respond to it, that additional work may be chargeable in accordance with our applicable charging rates. In particular, where the volume, frequency, complexity or nature of AI-generated queries or material is, in our reasonable opinion, disproportionate to the matter or falls outside the work contemplated by our agreed scope of work or fee estimate, we reserve the right to charge for the additional time reasonably incurred. Where practicable, we will notify you before incurring material additional charges. Nothing in this clause limits or excludes any professional, regulatory or legal duty or liability which cannot lawfully be limited or excluded.

10. FILE RETENTION AND STORAGE

We will retain your client file, including all documents, correspondence, records and information created or obtained during the course of our work for you, for a minimum period of seven years from the date the matter is concluded or the end of the business relationship, in accordance with our Data Protection Policy and applicable legal and regulatory requirements.

This retention period includes client due diligence records and Anti-Money Laundering (AML) records obtained or created as part of our regulatory obligations. Where client due diligence has been undertaken, these records will be retained for the required period, regardless of whether the matter proceeds to completion or is subsequently terminated, including where a matter is abortive.

We retain files on the understanding that they may be securely destroyed once the applicable retention period has expired. At the end of the retention period, personal data obtained for the purposes of complying with our AML obligations will be securely deleted or destroyed unless we are required to retain the information by law, for the purposes of legal proceedings, or where you have provided consent for continued retention.

We will not destroy any documents that you have specifically requested us to retain in safe custody.

If we retrieve papers or documents from storage in connection with continuing or new instructions to act for you, we will not normally charge for the retrieval of those papers. However, we reserve the right to charge for:

time spent producing stored papers requested by you;

time spent reviewing the retrieved papers; and

any correspondence or other work required in relation to the retrieved papers or your instructions.

11. CONFIDENTIALITY, PRIVILEGE, OUTSOURCING AND AUDIT

Information and documentation concerning your affairs will be kept confidential except where disclosure is authorised by you, required or permitted by law or regulation, necessary for the proper conduct of your matter, or otherwise permitted by our professional obligations. Legal professional privilege may apply to qualifying communications, but privilege can be lost or may not apply in some circumstances, including certain communications involving third parties.

We may use external suppliers or individuals to provide services such as document production, IT, storage, identity verification, searches, expert services, costs services or other support. We remain responsible for our own regulatory obligations and take appropriate steps in relation to confidentiality, security and data protection. Unless we expressly agree otherwise in writing, we are not responsible for the independent acts or omissions of another professional adviser or third party whose services are outside our retainer, except to the extent liability cannot lawfully be excluded.

External organisations may conduct regulatory, accreditation, insurance, audit or quality checks on our practice. They are required to maintain confidentiality. Where consent is legally required, we will obtain it; otherwise files may be made available where permitted by our professional and legal obligations.

12. CONFLICTS OF INTEREST AND MULTIPLE CLIENTS

We carry out conflict checks and will not act where doing so would breach our professional obligations. If an actual or significant risk of a conflict arises, we may have to stop acting for one or more clients. We may be unable to explain fully why if doing so would breach duties owed to another person.

Where we act for more than one client jointly, information material to the matter supplied by one joint client will ordinarily be shared with the other joint client(s), and we cannot normally agree to keep material information confidential between joint clients. Unless agreed otherwise, we may accept instructions from any one joint client where it is reasonable to do so, but we may require instructions from all joint clients for significant decisions. Joint clients are jointly and severally liable for our fees and expenses.

13. REFERRALS, INTRODUCERS AND THIRD-PARTY ADVISERS

If your matter was introduced or referred to us, or if we refer you to another person, we will tell you about any financial or other interest we or an introducer has in the arrangement and any fee-sharing arrangement relevant to your matter, where required by our professional rules. Your choice of solicitor and other adviser remains yours.

If we introduce you to a financial adviser, accountant, expert or other professional, we do not guarantee that person’s services or suitability unless we expressly agree otherwise. Any separate engagement is between you and that adviser.

14. TAX, FINANCIAL SERVICES AND INSURANCE DISTRIBUTION

We are not authorised by the Financial Conduct Authority (FCA). However, where applicable, we are included on the register maintained by the FCA so that we may carry on permitted insurance distribution activities as an ancillary part of our legal services. Certain limited investment-related services may also be provided where permitted and closely linked to our legal work. These activities are regulated by the SRA.

We do not provide tax advice, and unless expressly included in our retainer, it does not extend to advising you on the tax consequences of your transaction or your tax position. Where, as part of the services we provide to you, we make any return, filing or other submission to HM Revenue & Customs ("HMRC"), that submission will be prepared and made solely on the basis of the information provided to us by you, and you are responsible for ensuring that such information is complete and accurate. If we identify that your matter involves a tax issue which is complex or requires specialist tax advice, we will inform you and give you the option of obtaining advice from a third-party specialist to whom we may refer you, or of making your own arrangements to obtain appropriate tax advice. Any advice provided by a third party is separate from our retainer and we accept no responsibility for that advice

15. RECEIVING AND PAYING FUNDS; CYBERCRIME AND FRAUD

Cybercrime creates a significant risk in legal transactions. Our bank details will not be changed by email or any other means. You must independently verify our bank details using a trusted telephone number or other agreed method before making a significant transfer, particularly the first payment to us. Do not rely on an email or message purporting to notify you of changed bank details.

We will also take steps to verify requests to change your nominated bank details. We may refuse to act on emailed payment instructions until they have been independently verified. You should tell us immediately if you suspect fraud, account compromise or an incorrect payment.

We are not responsible for loss caused by fraud, interception or compromise outside systems under our reasonable control, or by a client failing to follow clear anti-fraud instructions, except to the extent liability cannot lawfully be excluded. Nothing in this clause reduces any duty we owe to take reasonable care in protecting systems, communications and client money.

16. TERMINATING OR SUSPENDING OUR INSTRUCTIONS

You may end your instructions at any time by giving us written notice, subject to any continuing legal responsibility we hold in another capacity, for example as executor or trustee.

We may stop acting only for good reason and on reasonable notice where practicable. Examples include failure to provide clear or proper instructions; failure to provide information or evidence required for legal, regulatory, sanctions or AML checks; failure to pay an invoice or requested payment on account; a conflict of interest; a breakdown of trust and confidence that prevents us from acting effectively; abusive or threatening conduct; or where continuing would be unlawful, unethical, professionally improper or impracticable.

We may suspend work while an overdue invoice, requested payment on account, compliance issue or necessary instruction remains outstanding, provided doing so is consistent with our professional duties and does not improperly prejudice your position.

On termination you must pay our fees and expenses for work properly undertaken up to the date we cease acting. Where permitted by law, we may exercise a solicitor’s lien over papers and property while money is properly due to us. In litigation, if we are on the court record, we may need to apply to cease acting and you may be responsible for the reasonable costs of doing so.  

17. COMPLAINTS AND CHALLENGING OUR BILL

We are committed to providing high quality legal advice and client care. If you are unhappy about any aspect of our service or our charges, please first raise it with the lawyer responsible for your work. If it is not resolved to your satisfaction, or you would prefer not to speak to that person, contact the supervisor named in your Engagement Letter or the partner responsible for complaints: Andrew Flagg, 01323 644222, Andrew.Flagg@stephenrimmer.com, Stephen Rimmer LLP, 28-30 Hyde Gardens, Eastbourne, BN21 4PX.

Our written complaints procedure is available on request. Complaints are handled promptly, fairly and free of charge.

If we have not resolved your complaint to your satisfaction within eight weeks of receiving it, or if we issue a final response before then, you may be entitled to ask the Legal Ombudsman to consider the complaint. The Legal Ombudsman can be contacted at PO Box 6167, Slough, SL1 0EH, telephone 0300 555 0333, or enquiries@legalombudsman.org.uk. Generally, a complaint must be referred to the Legal Ombudsman within six months of our final written response and within one year of the act or omission complained of, or within one year of when you should reasonably have known there was cause for complaint. Eligibility rules apply.

You may also have a right to challenge a bill by applying to the court for assessment under Part III of the Solicitors Act 1974. Time limits apply and the Legal Ombudsman may decline to deal with a complaint about a bill if court assessment proceedings have been commenced.

If your complaint concerns our handling of personal data, you may also complain to the Information Commissioner’s Office. Details are available from the ICO.

Where required after our complaints procedure is exhausted, our final response will provide information about an appropriate approved alternative dispute resolution body and state whether we agree to use its scheme.

18. REGULATION AND PROFESSIONAL INDEMNITY INSURANCE

Stephen Rimmer LLP is authorised and regulated by the Solicitors Regulation Authority (SRA). We are governed by the SRA Standards and Regulations and other professional requirements applicable to our work. The SRA can be contacted through its published contact channels and website.

We maintain professional indemnity insurance in accordance with SRA requirements. Details of our insurer and the territorial coverage of the policy are available for inspection at our offices or on request.

19. LIMITATION OF LIABILITY

Our maximum aggregate liability to you in connection with this matter, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, is £3 million including interest and costs, unless a different limit is expressly stated in the Engagement Letter. If you wish to discuss a higher limit, please contact the person dealing with your matter; any agreed increase may affect our charges.

We will not be liable for loss of profit, loss of business, loss of opportunity, loss of anticipated savings, loss of goodwill or any indirect or consequential loss, except where such exclusion would be unlawful or unreasonable.

Our liability will not be increased because you have agreed a limitation or exclusion of liability with another person, or because you are unable to recover from another person. To the extent permitted by law, our liability will be limited to the proportion of the loss that it is just and equitable for us to bear having regard to the responsibility of others for the same loss.

No member, partner, employee or consultant of Stephen Rimmer LLP assumes personal liability to you for work undertaken on behalf of the Firm. Any claim must be brought against Stephen Rimmer LLP. This does not limit the Firm’s liability for the acts or omissions of its members, employees or consultants.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited. Any limitation is subject to applicable law, the SRA Standards and Regulations and the SRA Minimum Terms and Conditions of professional indemnity insurance.

20. CONSUMER RIGHT TO CANCEL

If you are a consumer and our contract with you is concluded at a distance or away from our business premises, you may have a statutory right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Where the Regulations apply, the cancellation period is normally 14 days from the day after the contract is made.

If you ask us to begin work during the cancellation period, you may be required to pay a proportionate amount for services supplied before you cancel. If the service has been fully performed within the cancellation period after your express request and acknowledgement, the right to cancel may be lost. Any applicable cancellation instructions and model cancellation form will be provided with your engagement documentation.

21. INTELLECTUAL PROPERTY

Unless otherwise agreed, copyright and other intellectual property rights in documents and materials we create remain with us. You may use and copy them for the purpose for which they were prepared. You must not provide them for reliance by another person, or reuse or adapt them for another transaction or purpose, without our written agreement. We may reuse our know-how, precedents and non-confidential material, but will not disclose your confidential information.

22. AUTHORITY, JOINT LIABILITY AND ORGANISATIONAL CLIENTS

If you instruct us on behalf of a company, partnership, trust, charity, association or other organisation, you confirm that you have authority to do so. We may ask for evidence of authority and may require a director, member, partner, trustee or other person to give a separate personal guarantee for fees. No personal guarantee arises merely from these Terms unless expressly agreed in writing.

Where there is more than one client, each client is jointly and severally responsible for our fees and expenses unless we agree otherwise in writing.

23. THIRD-PARTY RIGHTS, ASSIGNMENT, FORCE MAJEURE AND SEVERABILITY

Except where these Terms expressly provide otherwise, a person who is not a party to our contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

You may not assign or transfer your rights under our retainer without our written consent. If the whole or relevant part of our business is transferred to a successor practice, we may transfer the retainer to that successor where lawful and consistent with our professional obligations, after giving you appropriate notice.

Neither you nor we will be liable for failure or delay in performing obligations, other than payment obligations, to the extent caused by events outside the reasonable control of the affected party, subject always to our professional duties and obligations to protect your interests.

If any provision of these Terms is invalid or unenforceable, it will be treated as modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in effect.

24. FUTURE INSTRUCTIONS AND CHANGES TO THESE TERMS

Unless otherwise agreed, these Terms will apply to future instructions you give us. We may update our general Terms from time to time. If a material change is to apply to an ongoing matter, we will give you reasonable notice and, where appropriate, explain its effect.

25. APPLICABLE LAW AND JURISDICTION

Our retainer and these Terms are governed by the law of England and Wales. Subject to any mandatory consumer rights or other applicable law, the courts of England and Wales will have exclusive jurisdiction over disputes arising from or connected with them.

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