Terms of Engagement

CLARIC LEGAL SERVICES LIMITED (“CLARIC”)

TERMS OF ENGAGEMENT (“TERMS”)

These Terms along with any letter or email sent to you covering a specific item of work set out the terms on which we provide legal services to you (“Services”). We will only act upon your instructions (“Instruction(s)”) and we will not do anything to progress your matter unless your Instructions are clear and complete. You must provide us with Instructions promptly when asked.

Communication

We are happy to communicate with you using email or any other form. We cannot accept liability for any communication which is intercepted or otherwise falls into the hands of those other than the intended recipient.

We will assume that we have your consent to communicate with you by email, unless you advise us otherwise.

Fees

Fees will normally be agreed in advance of each Instruction. We are willing to consider different ways of charging fees. However, unless we have agreed another fee structure, we will charge according to the amount of time spent by us providing the Services.

Time spent will include, but is not limited to, meetings with you and others in relation to the Services, time spent travelling, considering and preparing papers, making and receiving telephone calls, correspondence, sending and receiving e-mails and documenting the arrangements under which we will provide the Services.

Estimates we give are a guide but should not be seen as a definitive quotation unless this is specifically agreed in writing.

If an Instruction does not proceed to completion, our fees (together with disbursements and VAT) will still be payable.

Any special fee (such as a fixed or capped fee) will not cover additional Services not identified when the arrangement was agreed.

Changes to Fees

Our hourly charge-out rates are reviewed with effect from 1 June each year. We will notify you of the rates if they change and you will then be bound by them. If you do not accept the new rates after review, we reserve the right not to continue acting for you.

Expenses

Our fee estimates do not include any expenses or payments to third parties which we may have to incur on your behalf.

Value Added Tax

All estimates of fees are subject to Value Added Tax. Most expenses that we pay on your behalf will also be subject to Value Added Tax.

Billing and Payment

Unless agreed otherwise, we invoice monthly for the Services provided to date together with any disbursements we have incurred on your behalf. The invoice is payable within 14 days of its date.

If an invoice is not paid in full within that period we may charge you interest on any amount outstanding pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

If an invoice remains unpaid and we decide to commence legal proceedings against you in order to recover the sums you owe us then we will be entitled to recover from you the legal costs that we incur in connection with those proceedings.

Confidentiality

We will keep the affairs of our clients confidential except where disclosure is required or permitted by law or by the clients concerned.

Nevertheless, you agree that we may, when required by our insurers or other advisers, provide details to them of an Instruction.

Conflicts

Conflicts between your interests and those of another client may arise. If there is a conflict of interest, we might have to cease acting for you.

All fees, disbursements and VAT up to the date of ceasing to act for you will be charged and become due.

Data Protection

We comply with all data protection legislation. By giving us your personal information you consent to us processing and storing your information so that we may provide you with the Services and generally administer and take care of our relationship with you. We may disclose your information to our third party service providers or agents for these purposes.

We may contact you from time to time to let you know about our services which may include sending you newsletters. Please remember that you can elect not to receive such material at any time by clicking on the unsubscribe button.

Please click here for our Privacy Policy.

Termination

You may terminate our engagement at any time on reasonable written notice.

We may terminate our engagement at any time on reasonable written notice.

All fees and disbursements and VAT up to the date of termination will be charged and become due.

Limitation of Liability

We limit our liability to you to a maximum of £1 million.

Nothing in these Terms limits or excludes our liability: i) for death or personal injury caused by our negligence; or ii) arising as a result of fraud on our part; or iii) for any other liability which cannot lawfully be excluded or limited.

Claric maintains professional liability insurance at a level that we have determined is prudent with respect to the provision of our services. On reasonable written notice, we will make available to you relevant information relating to this insurance.

Independent Services

When we are asked to recommend the services of a third party, we shall always do so in good faith. However, no warranty is given in respect of the standing, ability or the quality of the services of a third party. We do not accept liability for that third party’s services and you will have a contract with that third party. You will be responsible for the fees and expenses of that third party.

English Law

All of our advice is given on the basis of the laws of England and Wales. To the extent we advise on documents governed by the laws of other jurisdictions, we will not be advising on any specific implications of the laws of those jurisdictions.

Force Majeure

We shall not be liable to you if we are unable to perform the Services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify you as soon as reasonably practicable.

Application of these Terms

These Terms supersede any earlier terms of business we may have agreed with you and, in the absence of express agreement to the contrary, will apply to the Services referred to in any retainer letter or email and all subsequent Services.

Rights of Third Parties

Our agreement with you is personal as between you and us and is not intended to confer any rights of enforcement on any third parties pursuant to the Contracts (Rights of Third Parties) Act 1999.

Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

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 these Terms (including non-contractual disputes or claims).