Terms of Business

This page sets out our TERMS AND CONDITIONS FOR THE ONGOING SUPPLY OF LEGAL SERVICES (Terms) for clients. 

The purpose of these Terms is to remind you of some of the terms which you have already agreed to engage us – both as good practice but also to ensure we are complying with the rules of our regulator.  In addition, from time to time we do need to update our terms and accordingly, any changes to our existing agreement will also be set out here.

To the extent that these Terms are inconsistent with any previously agreed terms (including the Original Terms), these Terms shall prevail; otherwise, our existing agreement shall remain in force.

We reserve the right to make amendments to these Terms from time to time and will notify you of those changes.

Acceptance of Terms

Continuing to provide us with instructions constitutes acceptance of these Terms and any variation to our existing agreement effected by the Terms.

If you have any queries or questions relating to these Terms, please raise them immediately with us.

YOUR ATTENTION IS DRAWN IN PARTICULAR TO CLAUSE 7 (LIMITING OUR LIABILITY)

Agreed terms

1. Definitions and Interpretation

1.1  The definitions and rules of interpretation in this clause apply to these Terms.

• Business Day: a day other than a Saturday, Sunday or public holiday when banks in London are open for business.
• Commencement Date: the date that we started to provide you with services on the basis that Subscription Fees would be payable.
• Disbursements: the costs which We incur to third parties on Your behalf when delivering the Services (including but not limited to payments to Counsel, Companies House, Land Registry searches, postage and courier costs).
• Fees: fees payable to us from time to time, including any Disbursements.
• Matter(s): any and all specific legal matters in respect of which You require legal services from Us from time to time and in respect of which We have agreed to act.
• New Instruction Details: the document(s) provided by Us to You titled “New Instruction Details” detailing the nature of advice and support to be provided to You in respect of each Matter we are instructed on and any commercial terms related to any such advice and support.
• Original Terms: means the original terms set out in a client care letter and terms of business provided to You and signed by You at the commencement of our initial engagement.
• Subscription Fee(s): means any fixed amounts payable regularly under the Original Terms (as varied from time to time).
• We, Us: means Harper James Limited (trading as Harper James) incorporated and registered in England and Wales with company number 07761967 whose registered office is at Floor 5, Cavendish House, 39-41 Waterloo Street, Birmingham, B2 5PP.
• You: refers to the person who purchases the Services from Harper James Solicitors.

1.2  Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

1.3  The schedule(s) form part of these Terms and shall have effect as if set out in full in the body of these Terms and any reference to these Terms includes the schedule(s).

1.4  References to this “agreement” shall be deemed to include these the Original Terms, these Terms and the New Instructions Details (as applicable).

2. The Appointment

We shall provide the Services on these Terms. These Terms shall apply to all Matters.

We are authorised and regulated by the Solicitors Regulation Authority.

3. Responsibility for Work

You will be informed of the identity of the person with overall responsibility for your matter in the New Instruction Details. You will also be advised of the name and status of the person responsible for the day to day conduct of your matter. That person may change from time to time, although we shall endeavour to keep changes to a minimum and will inform you of any changes at the earliest known opportunity.

4. Complaints

4.1  We are committed to high quality legal advice and client care.  If You are unhappy about any aspect of the service you have received or about Your bills please contact Us.    We have a written procedure that sets out how we handle complaints.  This is available at any time upon request.  We have eight weeks to consider your complaint.  If we have not resolved it in this time you may complain to the Legal Ombudsman.

4.2  If You are not satisfied with our handling of Your complaint You can ask the Legal Ombudsman (enquries@legalombudsman.org.uk), to consider the complaint.  Normally You will need to bring a complaint to the Legal Ombudsman within 6 years from the date of the problem happening or within three years of when you found out about the problem.  If you wish to refer your complaint to the Legal Ombudsman this should be done within six months of receiving a final written response from Us.

4.3  You may also be entitled to an assessment of Our costs under the Solicitors Act 1974.

4.4  If We have to make a notification under the terms of our professional indemnity insurance policy, information about You and your Matters may be seen by an assessor or another person unconnected with Us.

5. Suspension of Services

5.1  If We are unable to provide You with the Services from time to time as a result of a conflict of interests between You and another client of Ours we will immediately inform You  When deciding which client to act for in connection with a conflicted matter we will normally act for the client that engaged us first.

6. Fees and VAT

6.1  You acknowledge that whilst any Fees are outstanding, We shall not be required to provide Services to You.

6.2  Any fees quoted by Us from time to time exclude any VAT (unless we clearly specify otherwise) which may from time to time apply.  Where applicable, We shall charge VAT to You, at the prevailing rate, by providing You  with a VAT invoice and You agree to pay any VAT on the same terms and at the same time as making payment of the Fees. We are registered for VAT.  Our VAT registration number is 171 2364 28.

6.3  Any sums payable by You under which remain outstanding after the agreed date for payment shall carry interest (both before and after judgment) on a daily basis at an annual rate equal to 7% above the base rate of the Royal Bank of Scotland Plc. We acknowledge that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

6.4  In addition to our rights to recover interest under clause 6.3, if You do not pay any Subscription Fee due from time to time We shall be entitled to notify You and if You do not pay in full within 15 Business Days of being notified then We shall be entitled to terminate our agreement and:

a)    charge for all services provided by Us from the Commencement Date at the rates of £280 (ex VAT) per hour for solicitors and £140 (ex VAT) per hour for legal assistants and issue an invoice to You in respect of the difference between the amount already invoiced and the amount due after applying those rates; or

b)    invoice You for the Subscription Fee for each month remaining before the next anniversary of the Commencement Date,

and any such invoice shall be immediately due and payable.

6.5  In addition to payment of the Fees due to Us, if You are instructing us in connection with a litigation matter there may be circumstances in which You become liable to pay the other party’s(ies’) legal costs if Your case is not successful.

6.6  The services from time to time available from our Solicitors at £140 an hour and our legal assistants at £70 an hour are set out here: https://harperjames.co.uk/service-plans/enterprise-service-solicitors/.

7. Limitation of liability and insurance

7.1  We have professional indemnity insurance giving cover for claims against Us. Details of this insurance, including contact details of Our insurer and the territorial coverage of the policy, can be inspected at our office or made available on request.

7.2  Subject to clause 7.5 Our maximum aggregate liability to You  shall not exceed £3 million per claim or series of related claims (including interest and costs) (unless We expressly agree a different figure in writing).

7.3  We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses, or any damages, costs or losses attributable to lost profit or opportunity.

7.4  We are a limited company. This means that the firm's members and directors are not personally liable for any acts or omissions of the firm, unless the law requires otherwise.

7.5  We can only limit our liability to the extent the law allows. In particular, We cannot limit liability for death or personal injury caused by negligence.

8. Non-solicitation

You shall not, at any time from the date of the Original Terms until the expiry of 12 months following the later of: (a) the expiry of the term of our original agreement as set out in the Original Terms; and (b) the last date that Services were actually provided by Us to You, either on your  own account or in partnership or association with any person, firm, company or organisation or otherwise and whether directly or indirectly, employ or attempt to employ or engage in any way any person who is, or has been, responsible for the provision of any part of the Services from time to time without our prior written consent.

9. Data Protection

We use the information that You provide primarily for the provision of legal services to You and for related purposes including:

• Updating and enhancing client records;
• Analysis to help Us to manage Our practice;
• Statutory returns;
• Legal and regulatory compliance (including processing any professional indemnity claims with our insurers).

The use of such information by Us is subject to the Data Protection Act 1998.

In providing Services You may require Us  to give information to third parties e.g. expert witnesses and other professional advisers.  You have a right of access under data protection legislation to the personal information that We hold about You.

We may from time to time send You information that We think may be of interest to You.  If You do not wish to receive that information, please notify Us in writing.

10. Insurance Mediation

10.1  We are not authorised by the Financial Conduct Authority.  However, We are included on the register maintained by the Financial Conduct Authority so that We can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.

When we deliver Services We may recommend that an insurance contract is taken out e.g. defective title insurance or after the event insurance.  You should be aware that:

• We only deal with a limited number of providers, but We not under any contractual obligation to do business with them
• We do not give any recommendation based on all insurance policies of that type in the market; and
• We do not give any recommendation based on a fair analysis of a sufficiently large number of insurance contracts available on the market to enable Us to make a recommendation in accordance with professional criteria regarding which contract of insurance would be adequate to meet Your needs.

We are happy to provide details to You, on request, of the companies with whom We conduct insurance business.

10.2 Before We recommend a contract of insurance to You, We will take reasonable steps to ensure that the recommendation is suitable to Your  demands and needs by:

• considering relevant information already held;
• obtaining details of any relevant existing insurance;
• identifying Your requirements and explaining to You what You  need to disclose;
• assessing whether the level of cover is sufficient for the risks that You wish to insure; and
• considering the relevance of any exclusions, excesses, limitations or conditions.

Normally We will not put the policy in place itself but will refer You to a specialist.  If We do this, We will not identify Your demands and needs.

If We recommend a contract of insurance that does not meet Your  needs because there is no such contract available in the market, We will tell You.

11. Financial Benefits and Client Account

11.1  If, in connection with a Matter You pay monies into Our client account, We will pay to You the amount which is equal to any interest that is paid to Us by Our bankers on such money on a fair and reasonable basis.  This is subject to a minimum value of £20 being earned in interest on Your monies before any interest becomes payable.

11.2  If We are paid a financial benefit e.g. payment of commission in connection with the Services, We  will disclose this to You.

11.3  Any money deposited with Us will be held by National Westminster Bank plc.  It is unlikely that we would be held liable for losses resulting from a banking failure.  In the event of Our client account bank collapsing we would seek Your consent to disclose Your details to the Financial Services Compensation Scheme (FSCS).  Please note that the FSCS limit for lost funds is £85,000.

12. Email

We conduct business with our clients by email. You consent to this and understand that email is not always secure.  If You require a greater level of security this must be raised at the outset and may involve additional cost.

13. Entire agreement

13.1  The Original Terms (the ‘Former’) as superseded or varied by these Terms and New Instruction Details (both the ‘Latter’) to the extent the Former is inconsistent to the Latter, constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter provided.

13.2  Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in our agreement.  Each party agrees that its only liability in respect of those representations and warranties that are set out in our agreement (whether made innocently or negligently) shall be for breach of contract.

13.3  No variation of these Terms shall be effective unless it is in writing and proposed by Us (or our authorised representatives) whether electronically or otherwise.

 14. Contracts (Rights of Third Parties) Act 1999

14.1  A person who is not a party to our agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

14.2  The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Terms is not subject to the consent of any person that is not a party to our agreement.

15. Governing law and jurisdiction

15.1        Our agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

15.2        The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with our agreement or its subject matter or formation (including non-contractual disputes or claims).

16. Force majeure

Either party may defer the date for performance of, or payment for, the services, or terminate our agreement, if it is prevented from, or delayed in, carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lockouts or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

17. Severance

17.1 If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected.

17.2 If any invalid, unenforceable or illegal provision of these Terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.