Terms of Business.

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Introduction

Gorman Legal is a trading name of Gorman Legal Ltd, a limited company registered in England and Wales under Company Number 11192816. Its registered office is at 32 High Street Cullompton Devon EX15 1AE.

In these Terms of Business and in our engagement letter references to “we”, “I”, “our” and “us” are references to Gorman Legal Ltd. Reference to “you” is to our client as identified in our engagement letter, which is normally dispatched in writing at the outset of any matter. The contract between you and us for the provision of any services by us shall comprise these Terms of Business, any engagement letter and any document referred to in that letter (together “our Retainer”).

2. Regulation and our Retainer

We will provide non-reserved legal services upon the terms set out below. We are not a firm of solicitors nor regulated by the Solicitors Regulatory Authority. The persons working at Gorman Legal are former Solicitors and our Director, Damian Gorman is a full member of the STEP (Society of Trust and Estate Practitioners).

Should any reserved legal services be required these may be provided by Damian Gorman in his capacity as a Consultant TEP on behalf of a firm of Solicitors who are authorised and regulated by the Solicitors Regulation Authority (SRA). In those circumstances, you will be given the details of the SRA authorised firm. Gorman Legal does not accept any responsibility for reserved legal services as this falls on the SRA authorised firm (and the Professional Indemnity Policy of the SRA authorised firm).

We intend to send you our engagement letter specifying the scope of work and basis of charge (as well as other information relevant to your individual matter) and that engagement letter will specifically incorporate these Terms of Business. You will be asked to sign and return our Acceptance form to confirm your agreement to the terms of our Retainer. In the event of you instructing us to take any action or give any advice having received our engagement terms but not having signed and returned our Acceptance form, you will be deemed by instructing us to have accepted the terms of our Retainer and will be bound by them including the basis on which we charge our fees.

In the event of any conflict between our engagement letter and these Terms of Business, our engagement letter shall prevail.

If we have commenced the provision of services (for example by gathering information or giving initial advice) prior to your receiving our engagement letter, then notwithstanding that our Retainer is made after the provision of such services, our Retainer shall be deemed to apply retrospectively from the commencement of such services.

3. Fees

Unless otherwise specified in our engagement letter, our fees are calculated by reference to the time spent by us on your matters. Details of current hourly charge out rates for any given matter are stated in our engagement letter.

Unless you are being charged on a fixed fee basis, any indication of fees is an estimate only (whether stated to be an estimate or quotation). Whilst we endeavour to ensure that estimates are as accurate as possible, the actual fees that are incurred are subject to factors outside our control and are based on the knowledge and information in our possession at the time the estimate is given. You should therefore treat any estimate as a guide only. We cannot guarantee that the final charge will not exceed the estimate.

If we need to carry out some unforeseen additional work, we will let you know about this (normally before we carry it out) and provide you with an estimate of the cost. This situation can arise because of unexpected difficulties, a change in your requirements or a change in circumstances during the course of the matter (such an unexpected action or inaction by the other party or parties involved in the matter).

The time we spend will include (but will not be limited to) the following types of activities: meetings with you and others where appropriate; considering, preparing and working on various documents, drafting documents and letters, correspondence by post or email, making and receiving telephone calls, research, internal consultations and travelling. Such time is recorded and charged in six minute units at the hourly rates applicable to the relevant individual. Where less than six minutes is taken on a matter, a full unit of six minutes will be charged.

In addition to the time that we spend, we take into account various other factors including the complexity of the issues involved in the matter, the speed at which action must be taken, the expertise or specialist knowledge that the matter requires and, if appropriate, the value of the property or subject matter involved. Our rates may be adjusted upwards if, for example, the matter becomes more complex than expected or must be carried out in an emergency or out of hours. In these circumstances, you will be notified by us of the increased rate.

We may arrange for some of the work to be carried out by persons retained but not employed by us. If so, you will not be charged at a greater rate than the appropriate equivalent rate of work carried out by us.

You must also pay for the expenses that we incur on your behalf (commonly called disbursements). These include photocopying charges, postage other than 1st or 2nd class items, courier costs, travel expenses, overseas telephone calls, facsimile charges and the costs of using the services of other professionals and other persons (such as surveyors, accountants, advocates and other agents). Also payable may be fees to central and local government, regulatory and other bodies (such as court fees, search fees, company searches and so on), charges to transfer funds by electronic or other means and banker’s drafts. We are not currently VAT registered.

4. Payments on account and Invoices

We will normally ask you to pay certain sums in advance of us carrying out work and incurring expenses on your behalf. From time to time, we will ask for further sums in advance during the course of the matter. We will offset such payments made in advance against the invoices that we send you from time to time and the final invoice. However, you should be aware that the total charges and expenses are likely to exceed the advance payments that you have made to us.

We have no obligation to make or commit ourselves to incurring such fees or making such payments unless you have provided us with funds for that purpose.

We will normally send you an interim bill for our charges and expenses at appropriate intervals (usually monthly) while the work is in progress. This enables you to budget for costs as the matter progresses. We will send a final bill after completion of the work. We do not accept payment by credit or debit card. Bills can be paid by cheque or transfer to our bank account the details of which appear of our invoices. All invoices are due for payment on delivery. We will charge interest on the amount of any unpaid invoice from one month after its delivery at the rate 8% per annum above the base rate from time to time of Barclays Bank Plc.

We reserve the right to charge an administration fee to cover our costs associated with recovering outstanding invoices in the sum of £100 per invoice, for any invoice which remains unpaid for thirty days or more.

We reserve the right to suspend work or to cease to act where an invoice is overdue for payment or in the event of a request for payment on account not being met. In addition, we reserve the right to keep (by way of a lien) any of your papers or documents, which are in our possession, until payment is made.

We normally only accept cash up to a limit of £250. If you deposit cash in excess of £250 direct into our bank account, we reserve the right to charge you for any additional checks we consider necessary regarding the source of the funds.

Please note cheques take eight working days to appear in our bank account as cleared funds.

5. Email

Email carries some inherent risks, namely potential lack of security and lack of authenticity. If you request us to communicate by email or send us an email, you will be deemed to have accepted the inherent risks in email communication and we shall have no liability for any losses arising from such risks.

6. Data Protection and our Policy on the General Data Protection Regulation

In order for us to provide you with legal services, you will need to provide us with information about yourself and persons connected to your matter.

Although the information you provide is used primarily for the provision of legal services, it may also be used when we carry out tasks to support the legal services (such as administration, invoicing and keeping client records etc) and therefore shared with those companies. Some of those companies may be based outside of the European Economic Area (EEA) in countries that do not have data protection laws equivalent to the UK. Where this is the case, we will take reasonable steps to ensure the privacy of your information.

While we are performing the legal services, we can also collect or retrieve information about you from third parties.

How we use this information depends on four factors:

  • the instructions that you provide;
  • the requirements of the Data Protection Act 1998 and the General Data; Protection Regulation 2018;
  • the duty of confidentiality that we owe to you; and
  • our statutory legal and regulatory requirements.

In particular circumstances, we may disclose the information that you have provided or that we have collected or received about you to other persons and organisations. For example, this information may be disclosed to:

  • other suppliers of professional services, such as surveyors, accountants and other experts involved.
  • suppliers of administration, financial/banking and technical services. For example, some of the typing, document preparation and photocopying necessary to deal with your matter may be handled by a contractor that we use and not by our own staff.
  • the courts and governmental and regulatory authorities. For example, the Office of the Public Guardian, Courts and HM Revenue and Customs.
  • any organisations that regulate us or our Directors.

If at any time, you should wish to withdraw consent for us or any company associated with us in connection with the processing of your personal data, please contact our Data Protection Officer, Damian Gorman on 01884 216106 or damian@gormanlegal.co.uk or in writing to Gorman Legal Ltd, Oakview House, 32 Fulford Drive, Cullompton EX15 1RP.

We take all reasonable steps to ensure that your personal data is processed securely.

We retain records after the provision of legal services and the completion of your matter for legal and regulatory purposes. For example, Probate and Estate Administration records are retained for a period of 21 years after the completion of the winding up of the estate or end of our Retainer.

Subject to certain exceptions, you are entitled to have access to your personal data that is held by us. You will not be charged for us supplying you with such data. We will respond to your request as soon as possible and within the maximum time frame of one month.

If you are not satisfied with how we handle your personal data, please contact our Data Protection Officer, Damian Gorman, at damian@gormanlegal.co.uk or on 01884 216106. If your complaint is not resolved, then you may contact the Information Commissioners Office on 0303 1231113 or http://ico.org.uk/concerns/

On occasion, we would like to send you information that is not connected with the matter for which you instructed us. You can choose to opt-in or opt-out of receiving such information when signing our Acceptance of Terms of Retainer Form.

7. Proof of Identity

By virtue of UK and EU laws, legislation and regulations, we are required to abide by the following procedures:

  • to verify your identity on the basis of documents, data or information from an independent source
  • to identify any person who is classified by regulations as a ‘beneficial owner’
  • to obtain information on the proposed and intended nature of the retainer and business relationship and so far as it is reasonable satisfy ourselves that the funds which relate to the matter we are instructed upon are legitimate:
  • to report to the relevant authority if we have any knowledge or suspicion that an offence under legislation or regulations may be or has been committed.

Failure by us to comply with these obligations will result in a criminal prosecution against us. Because of our duty to comply we may ask for evidence of identity and we may ask you detailed questions concerning the source of any relevant funds. We may make use of internet-based searches of extant databases to help ascertain your identity and money laundering risks. Personal information that you provide may be disclosed to a credit reference agency, which may keep a record of that information. Unless you contact us after being advised how to access these terms to inform us that you object to the use of such searches it will be deemed that you consent to their use. If we have any concerns about the legitimacy of the funds or the legitimacy of the matter, we are obliged to either terminate our Retainer or make notification to the authorities. Such disclosure is required under the legislation and is an exception to our normal duty of confidentiality.

We shall not be liable for any loss that you may suffer as a result of our complying with any statutory or regulatory provisions, even if it ultimately transpires that no offences were being committed.

8. Confidentiality, Money Laundering and Proceeds of Crime

We have an obligation to keep your affairs confidential. These obligations include not disclosing the information that you provide to us (except in the circumstances listed in section 6 above and in this clause) or details about the legal services that we are providing to you.

These obligations of confidentiality are not absolute. In certain circumstances, we may have a duty under the law to make a disclosure to the Serious Organised Crime Agency. This duty to make a disclosure will be triggered when we suspect or know that a transaction may involve money laundering or terrorist financing.

If we do make a disclosure to the Serious Organised Crime Agency in connection with your matter, this is likely to mean that:

  • we cannot tell you that a disclosure has been made
  • we must stop working on your matter for a period of time
  • we cannot tell you why we have stopped working on your matter.

If you and another person jointly instruct us on a matter, you agree that there will be no confidentiality between you and the other joint client and that information you disclose to us can be shared with the other joint client. We can also share information that you provide in relation to a matter with a third party (such as an accountant or estate agent and so on) who is helping with the matter, unless you instruct otherwise. You also permit us to disclose information about matters on which you instruct us to our insurers, auditors and any regulatory bodies governing the work of us or our directors. We will only do so in confidence.

If a conflict of interest occurs (for example, where your interests conflict with those of another joint client on the same matter or another client), we may have to stop acting for you. A conflict of interest can arise for a number of reasons. For example:

if you do not wish to allow us to disclose information that you have provided to another joint client

if you provide information to us which we must disclose to another client (in order to act in their best interests as well as yours) but you do not wish us to do so, or the other client provides information which we must disclose (in order to act in your best interest) but they do not wish us to do so

if another situation develops where it would be a breach of professional rules for us to act for both you and another client.

9. Insurance and Liability

In this section, references to:

  • A “Claim” includes claims, actions and proceedings of any nature, whether in contract, tort (including negligence) and/or otherwise; and
  • “Loss” includes damages, costs, interest and loss (whether direct, indirect or consequential) incurred by or otherwise affecting you or any third party and whether arising under contract, in tort or otherwise.

Your relationship is solely with Gorman Legal Ltd, and Gorman Legal Ltd has sole legal liability for the work done for you and for any act or omission in the course of that work. No representative, director, officer, employee, agent or consultant of Gorman Legal Ltd will have any personal legal liability for any Loss or Claim in respect of that work. In particular, the fact that an individual director, representative, employee, officer, agent or consultant signs in his or her own name any letter, email or other document in the course of carrying out that work does not mean he or she is assuming any personal legal liability.

You agree that you will not bring any Claim against any representative, member, officer, agent, employee or consultant of Gorman Legal Ltd in respect of or in connection with services provided to you under our Retainer or otherwise. In this regard, each and every representative, director, officer, employee, agent or consultant shall be entitled to the benefit of these provisions under the Contracts (Rights of Third Parties) Act 1999.

The limitations and exclusions referred to in this section will not apply to our liability for fraud, or death or personal injury caused by our negligence, or for any other liability which cannot lawfully be excluded.

The limitations in these terms of business will apply notwithstanding any express or implied term of business or any collateral agreement or warranty, whether express or implied.

Various searches carried out by us (at, for example, but without limitation, the Land Registry, Land Charges and the Office of the Public Guardian) are carried out online using recognised providers. We accept no responsibility or liability arising from reliance upon the results of such searches, if they should subsequently be found to be inaccurate or incomplete.

You agree that our liability for Loss is excluded (and we will not accept any liability for Loss) in relation to any single matter or any group of connected matters which may be aggregated by our insurers in excess of either: the amount specified in our engagement letter or, if no such amount is specified £1,000,000.

We will not be liable to you for any delay or failure in providing services, where that delay or failure is caused by circumstances beyond our reasonable control.

We will not be liable for any loss, damage or excess arising out of or in connection with any fraudulent representation made by a third party including, without limitation, any fraudulent representation relating to property value, ownership or the identity of a party to a transaction unless caused by our negligence.

10. Storage of papers and documents

We are entitled to keep all the papers and documents generated by us or received from you or other persons (including original documents) if some or all or any sums that you owe us have not been paid at the end of our work on the matter or after the termination of our Retainer.

We do not normally keep hard copy papers and documents generated by us or received from you or other persons once our Retainer has ended. We intend to keep an electronic copy of your file for no more than six years on the understanding that at the end of six years after the date of the final invoice we sent to you, we have your express authority to delete it. However, we will not destroy any original documents (for example Wills, Power of Attorney or Deeds) that you have expressly asked us to deposit in safe custody for which a fee is charged.

We do not usually charge for retrieving items held in safe custody where you are providing continuing or new instructions. However, we may charge (based on the time that we spend in retrieving stored items) for producing them to you or to another person at your request.

11. Termination of our Retainer

You are, of course, entitled to terminate your instructions to us at any time. We will ask you to settle all charges incurred to that date and we are entitled in certain circumstances to withhold all or part of your file until full payment has been made. We will only stop acting for you with good reason and on reasonable notice, for example in the event of a conflict of interest or other reason which makes our appointment unworkable.

We reserve the right to stop acting for you in the event that you have outstanding charges one month or more after a bill has been delivered and/or in the event that you do not provide us with funds on account of costs as requested in accordance with our Retainer.

If your matter is not concluded, we will still charge for the time that we have spent and the disbursements and expenses that we have incurred on your behalf. You must still pay our charges and expenses. If we have carried out work on a fixed fee basis this may be for the full amount of the fee depending on the extent of the work already done.

12. Distance Selling and Cancellation of Contracts

Under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, if we have not met you in person before signing our Acceptance form or where you are an individual not acting for your trade, business, craft or profession and where we visit your home, your place of work or elsewhere off our premises for the purpose of you signing our Acceptance form then you have the right to cancel our Retainer within fourteen days of the date of signing our Acceptance form. You must notify us in writing if you wish to cancel our Retainer within this period.

If you want us to start work on your matter immediately then this must be indicated by you on our Acceptance form. If we do start work and then you change your mind and cancel our Retainer within the fourteen-day period, we are entitled to charge you for the work already done by us and any disbursement and/or expenses incurred by us as a result of you requesting us to start work.

13. Responsibility for Experts

We are happy to assist you where we consider we are able to do so in the selection of experts such an accountants, financial planners and investment managers in the United Kingdom or abroad, or experts to act on your behalf, but only on the basis that we will not be responsible for any act or omission of such persons.

In all cases you will be responsible for the costs of such persons.

14. Banking Arrangements

We are unable to guarantee the safety of any monies deposited in our account on account of costs or otherwise. Accordingly, in the event that any bank or building society with whom we have placed deposits is unable to repay or delays repayment of any monies, you agree that you will not bring any claim or proceedings of any nature (whether in contract, tort or otherwise) against us in respect of or in connection with the deposit of monies with us or the choice of bank or building society holding the said monies.

Funds which we hold on your behalf will be placed in an account with Royal Bank of Scotland. The Financial Services Compensation Scheme will apply to the funds which we hold on your behalf up to the limit of £75,000. This limit applies to the total of funds which you hold with the relevant deposit taking institution and will therefore include any which you deposit separately with the same institution. You should bear in mind that the compensation applies only once in relation to each institution, even where it is trading under a number of different brands/names. For more information see the FCA scheme website at www.fca.org.uk or contact your bank, the Financial Conduct Authority or a financial adviser.

Due to the increasing number of email frauds, we will not accept confirmation of your bank account details by email, without verifying these by telephone.

We may ask you to supply us with a bank statement showing your name, address and the account details before we arrange a transfer to that account.

15. Conflicts of Interests

It is our practice to check for any conflicts of interests before taking on engagements. We provide a variety of legal services to clients and cannot be certain that we will identify all situations where there may be a conflict with your interests. Please notify us promptly of any potential conflict affecting our appointment of which you are, or become aware.

16. Our Responsibility

We shall provide legal advice in relation to non-reserved legal services to you with reasonable skill and care. However, the nature of many types of legal work is such that it is not possible to guarantee a particular outcome.

We advise only on English law.

We do not advise on financial, investment, surveying, valuation, commercial viability, trading or marketability issues. We only advise on tax when we have expressly agreed in writing to do so.

We are not qualified either as accountants or as surveyors and the interpretation of financial information or environmental surveying information should be undertaken on your behalf by specialist advisers qualified to render such advice.

The advice we give is confidential and for your exclusive use. We do not accept responsibility to any third party who is not our client for the advice we give to you.

The advice we give and the documents we prepare are for your exclusive use and only in connection with the specific matter on which we are instructed and state or comply with the law as in force at the relevant time.

We rely on you for the accuracy of the information and documentation that you provide to us. We shall not be liable for errors or losses which arise as a result of false, misleading or incomplete information or documentation or which result from any act, delay or omission by you or by any third party.

When a matter has been completed, we shall report the outcome and explain any further action which needs to be taken. Our Retainer in regard to that matter will then come to an end. We recommend that you review completed matters from time to time. We do not accept any responsibility for notifying you in the future of any changes in the law or any legal decisions which may affect you.

17. Your Responsibility

You will:

  • provide us with clear, timely and accurate instructions and you will deal with all queries in a prompt manner.
  • provide all documentation required to complete our work in a timely manner.
  • notify us immediately if you become aware of any conflict of interest or any other reason which you believe may restrict or prevent us in acting for you or any third party.
  • pay our fees and expenses in accordance with the terms of our Retainer.
  • provide us with all necessary information to enable us to comply with the Anti Money Laundering Regulations and general law.
  • notify us immediately if you receive any email or communication purporting to be from us indicating that we have changed our bank details or payment arrangements
  • not make our work or advice available to third parties.

18. Our Service Standards

We will:

  • update you in writing with progress on your matter regularly.
  • communicate with you in plain language.
  • explain to you by telephone or in writing the legal work required as your matter progresses.
  • update you on the cost of your matter at regular intervals unless work is carried out on a fixed fee basis.
  • update you on the likely timescales for each stage of this matter and any important changes in those estimates.

19. Third Parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999, this contract is not intended to, and does not, give any person who is not a party to it the right to enforce any of its provisions.

Only the person(s) named as our client or clients in our engagement letter can rely on any advice or assistance or other work that we provide. If any information given as part of our advice, assistance or other work is revealed to a third party by you (whether with or without our prior consent) (or by us), you must then inform the third party that we accept no responsibility for it.

20. Foreign Account Tax Compliance Act

We do not offer any advice in relation to US or UK reporting obligations as a result of the Foreign Account Tax Compliance Act. You should carefully consider whether it is appropriate to obtain specialist advice in that regard. We will be entitled to rely on any advice and information you receive from your own advisers or investment managers and shall not be under any obligation to verify the accuracy of such advice or confirm that you have met your reporting obligations. We may require your Global Intermediary Identification Number.

21. Law and Jurisdiction

Our Retainer will be governed by and construed in accordance with the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

22. Severance of Terms

If all or any part of any individual provision of the retainer between us and you is or becomes illegal, invalid or unenforceable in any respect then the remainder of the terms of our Retainer will remain valid and enforceable.

Version: February 2018