Application of Terms

Subject to any variations specifically agreed in writing when accepting your instructions these terms shall apply to all advice given and work undertaken by the directors and staff of Kaizen Law Solicitors Limited to or for each of our clients (‘you’).

In these terms of business ‘we’ or ‘our’ or ‘us’ or ‘the firm’ refers to Kaizen Law Solicitors Limited (‘the company’) a company registered in England and Wales with company number 09687699 having its registered office at Falcon Suite, 2^nd Floor, Bridgeman Court, Salop Street, Bolton, BL2 1DZ. Our VAT number is 228618786. Any business conducted with us is solely with the company and the company has sole legal liability for the work done for you and for any act or omission in the course of that work. No director, principal, employee, associate or consultant of the company will have any personal liability for work undertaken for you. If a director, principal, employee, associate, or consultant signs in his or her own name any letter or other document in the course of carrying out that work it does not mean he or she is assuming any personal legal liability for that letter or document. A list of the directors of the company is available at the above address.

These terms contain a provision in section 5 which limits our liability to £3 million.

Office Hours

Our offices are open between the hours of 9:00am and 5:00pm from Monday to Friday, except public and bank holiday and for certain days around the Christmas and New Year period. Urgent messages outside these hours may be left by email or facsimile transmission.

Fee-earners are available on a face to face basis by appointment only.

Our Service to You

We will exercise due skill, care and diligence in carrying out legal work in accordance with your instructions. In performing our services, we shall use reasonable care to:

• Represent your interests, and keep your business confidential;
• Explain to you the legal work which may be required and the prospects of a successful outcome;
• Explain any likely degree of financial risk in relation to legal costs which you will be taking on;
• Inform you regularly of progress or, if there is none, let you know when you are likely to hear from us;
• Deal promptly with your queries.

Our normal opening hours are from 9.00am to 5.00pm but individual fee-earners may advise you directly of their availability and how to contact them outside these hours.

Responsibilities

01 – Our responsibilities to you as our client

During the course of our retainer –

• We will review your matter regularly;
• We will advise you of any changes in the law relevant to your matter;
• We will advise you of any circumstances and risks of which we are aware or consider to be reasonably foreseeable that could affect the outcome of your matter.

02 – Your responsibilities as a client

Whilst acting for you, you are responsible for:

• Providing us with clear, timely and accurate instructions;
• Providing all documentation required in a timely manner;
• Safeguarding any documents which are likely to be required  for disclosure;
• Paying our fees and expenses in accordance with these terms and  the engagement letter;
• Provide us with all necessary information to enable us to fulfil our legal obligations under the Money Laundering Regulations 2017.

Professional Indemnity Insurance

01 – Details of our Professional Indemnity Insurance providers

Our Professional Indemnity Insurance is provided by Lockton Companies LLP who can be contacted at the following address:

Lockton Companies LLP

Global Professional & Financial Risks

The St Botolph Building

138 Houndsditch

London

EC3A 7AG

Our policy number is P1A63252 and covers our activities in England & Wales.

02 – Limitation of Liability

Our liability to you for a breach of your instructions shall be limited to £3 million, unless we expressly state a higher amount in the engagement letter accompanying these terms of business.

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

Please ask if you would like us to explain any of the terms above.

03 – Information which may be Disclosed in the Event of a Claim

If the firm has to make a notification under the terms of our professional indemnity policy, information about you and your client matter file may be seen by our insurers. Your client matter file may, therefore, be seen by an assessor or another person unconnected with the firm in the future, unless you notify us that you do not agree to such disclosure being made.

Our Fee Structure

You will be notified in our engagement letter at the commencement of each matter that we undertake on your behalf the basis upon which we will charge you. There are four bases of charge which may be referred to in our engagement letter.

01 – Conditional Fee Agreement (CFA)

Where we have agreed to represent you under a CFA, a copy of the agreement will have been included with your engagement letter.  This agreement is a binding legal contract between you and us. Before you sign, please read everything carefully.

02 – Agreed fee

Where appropriate, we will undertake the work required under our retainer with you on an agreed fee basis.  This is a fee that cannot be varied either upwards or downwards and is not repayable in the event that you terminate our retainer before the work is completed.  In most circumstances, our agreed fee will be subject to VAT at 20%.

In addition to our agreed fee, disbursements or other sums which we pay on your behalf may also be due at the outset of the retainer.  If this is the case, the nature of the disbursement and/or other expense will be set out within the engagement letter.

03 – Fixed fee

This will either be a stated fixed amount or will be calculated by reference to a percentage of an ascertainable sum (for instance the sale price of a property). This fee is payable at the conclusion of the matter or on an agreed stage being reached. All conveyancing fixed fees are payable at completion of the transaction and prior to registration formalities unless otherwise agreed.

04 – Standard hourly basis

Our charge will be calculated by reference to all time spent by individual fee-earners on the matter. This will include meeting you and others where appropriate, considering, preparing and working on papers, correspondence, 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. You will be notified by letter of the rates chargeable by fee-earners dealing with your matter. These rates are exclusive of VAT.  Charging rates will be reviewed from time to time and you will be notified of any changes as soon as reasonably possible.

We do not undertake work which is publicly funded. Should it appear to us that any work that you may instruct us to undertake is eligible for public funding, we will advise you of this and the implications thereof.

If you have legal expenses insurance, it is your responsibility to advise us of this fact. Further, you should check whether your household insurance or any other policy provides cover for our fees and notify us if applicable. You may also have cover under a scheme relating to your employment. In all such instances where you advise us that you have cover from a third party, we shall consider the terms of the cover and advise you whether we are prepared to continue our retainer on the basis of third-party cover. You may also have cover in respect of your liability to another party’s costs and you should check any insurance policy you may have for this should you be involved in a contentious matter. Should it be appropriate for you to take out such cover, you will be specifically advised of this.

You are entitled to set an upper limit on the firm’s costs, which may be reached without further authority. Fees in excess of that limit may only be incurred with your specific further authority.

On all matters that are being charged on the standard basis, we will, at least every 6 months, update you as to the current costs position.

Fee Estimates

Unless you are being charged on a fixed fee or agreed fee basis, any indication of fees is an estimate only (whether stated to be an estimate or quotation). Whilst we endeavour to estimate fees as accurately as possible, the actual fees that are incurred are subject to factors outside our control and you should therefore treat any estimate as a guide only. We cannot guarantee that the final charge will not exceed the estimate.

Engagement Terms

We will send you an engagement letter at the outset of the retainer.  This engagement letter will specify the scope of work we will undertake on your behalf and the basis of our charges in addition to any other information relevant to your individual matter. The engagement letter will specifically incorporate these Terms of Business and you will be asked to sign and return a copy of the engagement terms 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 written engagement terms but not having signed and returned the copy, you will be deemed by instructing us to have accepted our engagement terms and will be bound by them.

Lien

Without prejudice to any other rights or remedies we may have, we shall have a general and particular lien (a right to retain documents or other items) over any of your property coming into our possession or under our control as security for all amounts and liabilities of whatever sort due or becoming due to us from you. The lien may be enforced by sale, by auction or private treaty of all, or any part of, your property in our possession.

If for any reason we permit you or any other person to have possession or use of any property subject to the above lien, it shall be held at all time subject to that lien and shall be returned to us immediately upon request.

Interest on money we hold on your behalf

We will hold any money we receive on your behalf in our general client account. In accordance with the SRA Accounts Rules 2011, we will account to you at the conclusion of your matter for interest due on cleared funds held within our general client bank account at the rate prevailing on the Barclays Bank plc Clients Premium Account – currently 0.2% per annum.  No interest is payable if the amount due to you is less than £20.

Client Bank Account – Protection of Client Money

Unless otherwise notified, any client money held on your behalf will be held with Barclays Bank plc in our general client bank account.

In the event of the failure of a financial institution such as Barclays Bank plc, Law Society advice indicates that it is unlikely that the company will be held liable for any losses resulting from the failure of a financial institution.

The Financial Services Compensation Scheme (FSCS) protects the first £85,000 deposited, with an authorised deposit-taking institution, on behalf of a client.  However, it should be noted that the FSCS limit applies to you as a client overall, and if you hold other monies in a personal capacity with Barclays Bank plc, the limit remains £85,000 in total.

In certain situations, the FSCS will provide cover for temporary high balances of up to £1 million. This cover is related to specific life events including sale of your main residence, personal injury compensation, inheritance and in relation to divorce proceedings but is limited to natural persons only.

In order to pursue a claim against the FSCS, information about you and your client matter may need to be seen by an assessor or another person unconnected with the firm in the future, unless you notify us that you do not agree to such disclosure being made.

Preventing Banking Fraud

Solicitors firms holding client money and their clients are increasingly a target for scammers. We are under an obligation to monitor the risks to money and assets entrusted to us by clients and take steps to address issues identified.  As part of this process, we ensure that everyone in the firm keeps their knowledge of the techniques used by criminals and the firm’s risk management policy up to date, to prevent criminals accessing client account details.  However, clients also need to be aware of the risks and are responsible for ensuring that their own data and bank account details are kept secure.  You should be aware of the dangers of social engineering scams and IT manipulation to steal data.

Please be aware that we do not notify changes to important business information, such as our client bank account details, by email.

E-mail Communication

We are constantly reviewing and upgrading our e-mail technology to ensure that we can communicate with you as effectively as possible by e-mail with the minimum risk of virus infection.  However, e-mail carries some inherent risks, namely potential lack of security and lack of authenticity. Further, where sender and recipient use different internet service providers, there can be no guarantee of prompt transmission and incompatibility may also create delivery problems. Notwithstanding these potential problems, the vast majority of e-mail communication is secure and prompt, but we are nevertheless required to advise you of these potential risks. If you request us to communicate by e-mail or send us an e-mail, you will be deemed to have accepted the inherent risks in e-mail communication and we shall have no liability for any losses arising from such risks.

Prevention of Terrorism Act 2000, Proceeds of Crime Act 2002 and Money Laundering Regulations 2017

By virtue of this 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 the 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 the above legislation or regulations may be or has been committed.

We are professionally and legally obliged to keep your affairs confidential. However, solicitors may be required by statute to make a disclosure to the National Crime Agency where they know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop working on your matter for a period of time and may not be able to tell you why.

We cannot accept cash receipts in excess of £500 for any purpose.

Financial Mediation and Investment Advice

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 may 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 at www.fca.org.uk/register

If, while we are acting for you, you need advice on investments, we may have to refer you to someone who is authorised to provide the necessary advice. However, we may provide certain limited investment advice services where these are closely linked to the legal work we are doing for you. This is because we are members of the Law Society of England and Wales. The Law Society is a designated professional body for the purposes of the Financial Services Markets Act 2000. The Solicitors Regulation Authority is the independent regulatory arm of the Law Society. The Legal Ombudsman handles complaints independently by virtue of the Legal Services Act 2007. If you are unhappy with any insurance advice you receive from us, you should raise your concerns with either of those bodies.

Use of our advice

You agree not to make our work available to third parties without our written permission.

Confidentiality

We will at all times keep your business confidential, subject to:

• Any disclosure obligations which may be imposed on us by law, such as the money laundering legislation;
• Regulatory requirements such as audit provisions under the SRA Accounts Rules;
• Quality audits undertaken by independent inspectors;
• Documents and information relevant to any claim or potential claim will be supplied to our professional indemnity insurers in the event of our having to inform our insurers of any notifiable circumstances under the terms of our policy.

By accepting these terms you consent to disclose in the above circumstances, on the basis that the third parties will be required to maintain confidentiality in relation to your files.

In common with many law firms, we sometimes engage other companies or people to provide certain support functions and to provide secretarial, paralegal, clerical or administrative services on our files. We may also refer our files to counsel, an expert or a costs draftsman for specialist advice. We will always seek a confidentiality agreement with these outsourced providers. If you do not want your file to be outsourced, please tell us as soon as possible.

In property transactions, you authorise us to disclose to the other parties to the transaction and, if applicable, other parties in the chain of transactions, all information which we have in relation to your involvement in the transaction, including any related sale or mortgage, financial arrangements and desired dates for exchange and completion. You may withdraw this authority at any time, but if you do so we may be obliged to inform other parties that the authority has been withdrawn.

Where we are also acting for your lender in a transaction we have a duty to reveal fully to your lender all material facts which will include:

• Any differences between your mortgage application and information we receive during the transaction and
• Any cash back payments or discount schemes that a seller is giving you.

You agree to waiver confidentiality in respect of your name, address and details of unpaid invoices in so far as such waiver of confidentiality is necessary to enable the firm to charge its book debts or enter into any factoring agreements or instruct other solicitors to collect any debt.

Termination

You agree not to make our work available to third parties without our written permission.

01 – The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013

Where you enter into a contract with us at a distance over the phone, online, or face-to-face with someone who has visited your home, you have the right to cancel within 14 days of instructing us and entering into a service contract with us.

You can cancel during this 14-day period by notifying us of your wish to cancel by e-mail, in writing or by telephone.  If you cancel, we will send back all payments you may have made to us.

Once you have signed our authority and agreed to our terms and conditions of business, we will start work immediately within this 14-day period.  Should you then cancel the contract, we would make a reasonable charge in relation to our hourly fees for work carried out on your behalf prior to receiving your notice to cancel.  Details of our hourly rates are contained in the engagement letter you will have received.

02 – General

You may terminate your instructions by writing to us at any time.

The firm is entitled to determine its retainer for good reason, and without prejudice to the generality of the foregoing we shall be entitled to terminate our retainer if you instruct us to take any course of action which we advise is inappropriate, you decline to accept our advice, we consider that the potential outcome does not justify the expense being incurred or that it is not in your best interests for us to continue to act, or you are in breach of your responsibilities under clause 4.2 above or you make unwarranted complaints about the firm or the level of service or it is evident to us that the necessary mutual trust and confidence no longer subsists.

Further, we may terminate the retainer in the event of any of our accounts being outstanding for more than 30 days. We will give you such notice as is reasonable in the circumstances to determine the retainer, but such notice shall be no longer than 28 days. We shall have no liability to undertake any work or actions on your behalf once the period of notice has terminated. We will release papers relating to your matter once all fees for which you have become liable have been paid by means of cleared funds.

Unpaid Costs

If a bill is not paid within 30 days of the bill date, we reserve the right to charge interest on the total amount outstanding at the rate of 8% from the bill date until payment is made in full.

Tax advice and Foreign Law Excluded

Please note that this firm will not be providing you with advice in relation to any financial or tax matters, unless otherwise mutually agreed. Similarly, we are only able to advise on English Law and, therefore, if any foreign law may apply to this matter, we are unable to give advice in relation to such matters and you will need to take advice from a foreign qualified lawyer.

Insurance Distribution Activities

As an ancillary insurance intermediary, we are authorised to carry out insurance distribution activities provided that such insurance distribution activities are not prohibited by the SRA Financial Services (Scope) Rules 2001.

If we act for you on a litigation matter, we may recommend that you consider taking out an after the event insurance policy with Policy Excess Insure Ltd trading as PEX Insure, an Authorised Representative of Premier Insurance Consultants Limited. Please note, we do not make a charge for arranging your policy nor do we receive a commission from PEX Insure.  You will be provided with an Insurance Product Information Document (IPID) prior to taking out an after the event insurance policy with PEX Insure.

Our insurance distribution officer is Saif Khan.

Storage of papers and Retention of Data

After completing the work we will be entitled to keep your papers whilst there is still money owed to us for fees and expenses. Except those papers that you request to be returned to you, we will retain papers arising from our work for you in storage for six years from the date of the final bill, after which time they may be destroyed by us

without reference to you. You should make special arrangements with us to ensure the permanent retention of papers such as deeds and wills. We may make a charge for the production or delivery of any deeds or other papers not connected to continuing instructions and for dealing with any correspondence in respect of papers held in storage.

We will retain all electronic data for at least 6 years after which we will take all reasonable steps to destroy such data unless we are satisfied that there is good reason for retaining it or you instruct us to do so. You may instruct us to retain data at any time. This provision may change without reference to you if there are changes to the relevant legislative or regulatory requirement.

The copyright in all documents prepared by us and our publications and practice notes is and shall remain our property.

Privacy & Cookie Policy – Website

Please see our Privacy & Cookie Policy posted on our website.

Service Quality/Complaints

If any difficulty or unhappiness should arise relating to any aspect of the matter or about our bill you should in the first instance raise this with the person who is stated to have responsibility for the matter in our engagement letter. If that person fails to resolve matters in a satisfactory manner then you should write to us and address your comments to Mr Saif Khan (email: saif.khan@kaizenlaw.co.uk) who thereafter will respond to your concerns.

A copy of our formal complaints procedure will be made available to you on request. If you are not satisfied with the outcome of our complaints procedure you may refer your concerns to the Legal Ombudsman at PO Box 6806, Wolverhampton WV1 9WJ. enquiries@legalombudsman.org.uk The Legal Ombudsman’s time limits for accepting a complaint are six years from the date of the act/omission or three years from when the complainant should have known about the complaint. Where you have been provided with full information about your right to take a complaint to the Legal Ombudsman (as is the case here) you must make your complaint to the Ombudsman within six months from the end of our complaints process. We will inform you when our internal complaints process has been concluded.

Credit References

Before entering into a formal engagement with you we may obtain a report on your credit status from a regulated credit agency and in those circumstances we will obtain your consent prior to requesting the report. Once we have entered into an engagement with you, we may seek such a report if we deem it necessary for our business interests. By agreeing to our terms of engagement you consent to us obtaining a report on your credit status should we require to do so.

Requests from Third Parties

If we receive requests for information from third parties duly authorised by you (such as accountants requesting information to complete an audit) we will charge on a time basis (subject to minimum charge below) for researching the information and supplying such information as we are able to provide and there will be a minimum charge of £100 exclusive of VAT.

Novation

We may transfer all rights and obligations under any contract with you to any successor to the firm in the context of its business. In the event that such a successor, whether it be a partnership, limited liability partnership, or body corporate takes on the business of Kaizen Law Solicitors Limited. By continuing to instruct us having been notified of these Terms of Business you agree to the future novation of any contract you have with us in favour of the successor entity. Third Party Rights

No person other than a contracting party may enforce any provisions of our engagement by virtue of the Contracts (Rights of Third Parties) Act 1999.

The firm and you or other contracting party may rescind or vary the engagement terms without reference to any third party.

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 the retainer will remain valid and enforceable.

Entire Agreement

These terms and our engagement letter(s) form the entire agreement between us and you as to the terms of our appointment by you, to the exclusion of all other correspondence and discussion.

Governing Law

This agreement is governed by English Law and by accepting these terms you submit to the exclusive jurisdiction of the English Courts.