Grey-Smith Legal Limited Terms and Conditions of Business

1. Introduction

These Terms and Conditions of Business along with the accompanying letter of engagement and any additional documents governs the terms of the relationship which will exist between us. By continuing to instruct this firm we are entitled to assume you have agreed to these terms and conditions. Unless otherwise agreed these Terms and Conditions of Business shall apply to any future instructions given by you to this firm. These terms cannot be altered other than in writing.

Nothing in this agreement will entitle any third party to rely on or enforce any term of this agreement, whether under the contracts (Rights of Third Parties) Act 1999 or otherwise.

2. Standards of Service

We aim to offer our clients quality legal advice with a personal service at a fair cost. This statement sets out the basis on which we will provide our professional services to you.

Grey-Smith Legal Limited sets the following standards:

· We will keep you regularly updated with progress on your matter, and explain the legal work required as your matter progresses. We will do this using plain language, not legal jargon.

· We will update you on the cost of your matter where appropriate, particularly where any unforeseen additional work is required.

· Where there is any material change in circumstances we will update you on whether the likely outcomes still justify the likely costs and risks associated with your matter.

· We will update you on the likely timescales as your matter progresses and respond to your queries within 5 working days.

In return, we request that you assume the following responsibilities:

· To provide clear, honest instructions to us at all times and to keep us updated with information relevant to the matter.

· To respond to any communications from us promptly and to attend arranged appointments.

· To provide us with accurate contact details and keep us informed of any change of address, telephone numbers and email addresses in a timely manner.

· To make payment of any invoices issued to you, and any requests for upfront payments from you promptly.

3. Hours of business

The normal hours of opening at our offices are between 9.00am and 5.00pm Monday to Thursday and 8.30am and 4pm Friday (except Bank Holidays). Outside of these hours you may leave us an voicemail message or email us, and appointments can be arranged at other times when this is essential/unavoidable. On occasions our office hours may vary.

4. People responsible for your work

The person responsible for dealing with your work and the person responsible for the overall supervision of the matter will be set out in our initial engagement letter. We will try to avoid changing the people who handle your work but if this cannot be avoided, we will advise you of the change promptly, and will advise you why the change was necessary.

5. Joint instructions

If you instruct us to act not only on your behalf but also on behalf of another person or persons in relation to the same matter, – for instance husband and wife, family members or business partners, –we are thereby authorised to act upon instructions received from any one on the assumption that they have authority to give instructions on behalf of all of them.

In the case of companies, the instructions may come from an individual director of the company unless otherwise instructed in writing.

Unless agreed otherwise any one or more of those instructing jointly is jointly and severally liable for costs and disbursements.

If we are acting for you on a disposal where there will be proceeds of sale, those net proceeds will be paid to you. Joint owners will be paid equally unless you tell us otherwise. Unless so notified we shall take it that only you are interested in those proceeds and there are no trusts or similar in favour of third parties.

6. Conflicts of interest

We will not act for two or more clients in the same matter where an actual or potential conflict of interest exists between those clients. However, we may act for two or more clients in the same matter if a substantially common interest exists and we have explained the relevant issues and risks to each client, who have subsequently given informed consent to us acting for all of them and we are satisfied that it is reasonable for us to do so, it is in the best interests of all clients and we are satisfied that the benefit outweighs the risks.

In any such case no individual within the firm will act for or be responsible for the supervision of work done for more than one of the clients. Appropriate safeguards will be in place to ensure each clients’ confidential information is protected.

7. Charges and expenses

The fee structure applied to our work will depend upon the nature of the matter. It will be calculated on either an hourly rate basis or a fixed fee basis.

If we have agreed a fixed fee for work on your case, the arrangements will be set out in our Engagement Letter. As long as we are not required to do any additional work than when the fixed fee was agreed with you, we will not make any additional charge. We do however reserve the right to make an additional charge should the matter become lengthier and/or more complex or lengthier than originally thought. In such circumstances we would either increase our fixed fee estimate, or charge the additional work at an hourly rate for the additional work involved. In such circumstances we would always try and give you our best provide an estimate of the likely additional cost, or if this is not possible, we would ask for your authority to carry out work to an agreed maximum fee limit before such work is carried out.

Where matters are funded on an hourly rate basis, our charges will be calculated by reference to the time actually spent by the solicitors and other staff in respect of any work which they do on your file. This includes any meetings with you or others where necessary or requested by you; reading, preparing and drafting of legal documents; making and receiving telephone calls, e-mails, faxes and text messages; preparation of bills; and time necessarily spent travelling away from the office where necessary/applicable. If necessary we may arrange for some of this work to be carried out by persons not employed by us. Any such work carried out will be charged to you at the rate which would be charged if we had carried out the work ourselves.

Letters and telephone calls made and received are usually charged on a time basis of six minute units.

Standard non-complex letters, e-mails and texts that we send and routine telephone calls that we make and receive are charged at one-tenth of the applicable hourly rate. Standard non- complex letters, e-mails and texts received are charged at one-twentieth of the applicable hourly rate. More lengthy and complex letters, e-mails and calls are charged on the basis of the time actually spent on them. Where applicable the hourly rate which applies to your matter will be set out in our engagement letter. We will add VAT to these at the rate that applies when the work is done. At present, VAT is 20%.

Our hourly rates have to be reviewed periodically to reflect increases in overhead costs and inflation. Normally the rates are reviewed with effect from 1st April June each year. If a review is carried out before your matter has concluded, we will advise you of any change to the rate in advance of it taking effect.

We may also take into account other factors, such as any requirement to carry out work outside of our normal office hours, the speed at which any action needs to be taken, any specialist expertise which the case may demand, and its complexity. An increase in the rates may be applied to reflect such factors, however you will always be advised in advance.

In property transactions, in the administration of estates and in transactions involving a large amount of money or benefit to the client, we may base our costs on the time spent by referring to a value element, such as the price of the property, the size of the estate or the value of the financial benefit. We may also take other factors into account such as the importance of the matter to the client, the urgent and exclusive allocation of time and resources both in and outside business hours and the complexity and any unusual or difficult aspects of the matter.

The value element reflects the importance of the transaction and responsibility placed on the firm. We will write to you separately if applying the value element is appropriate for your matter.

We do have to pay out certain expenses on behalf of clients such as court fees, HM Land Registry fees, Stamp Duty and search fees to search providers. We have no obligation to make such payments, and will not do so unless you have provided us with the funds for that purpose. VAT is payable on certain expenses. Such payments made by us are referred to ‘disbursements’.

If you are to be responsible for the legal fees of your lender’s Solicitor or the other party to the matter, it is likely that we will be asked to provide a ‘fees undertaking’ to make payment of their fees to a fixed amount plus VAT and disbursements whether or not the matter proceeds to completion. If we are asked to give such an undertaking we will require the full amount to be paid to us by you before the undertaking is given.

Please note if you insist on a Director and/or Partner to have conduct of your matter, and your matter is fixed fee, there will be an additional charge of £250.00 plus VAT.. 8. Payments

It is standard practice for us to ask clients to pay interim bills and sums of money from time to time on account of the charges and expenses which are expected to be incurred in the following weeks or months. This helps clients to budget for costs and keeps them informed of the legal expenses which are being incurred. If we do not receive any such payments promptly, this may result in your matter being delayed. In the unlikely event of any bill or request for payment not being met, we reserve the right to stop acting for you further.

Payment is due within 28 14 days the date of our invoice. If we do not receive payment within the required time we reserve the right to stop acting on your behalf and to suspend working
on the matter in question as well as any other matter which you have ongoing with us. We may retain all documents in our possession relating to any of your matters until all outstanding bills have been paid in full, including any accrued interest and any costs incurred in pursuing the recovery. We may charge Interest on any invoices which remain outstanding after a period of 28 days at a rate of 8% per annum.For property and commercial transactions we will send you a statement of our costs and disbursements, payment of which is due at least five working days before completion unless otherwise arranged. If sufficient funds are available on completion and we have sent you a bill we will usually deduct our charges from the funds. If a matter does not proceed to completion we will send you an account of our charges incurred up to the point we cease acting on your behalf.

The law entitles us to retain any monies, papers or other property belonging to you which properly come into our possession pending payment of our costs. This applies whether or not the property is acquired in connection with the matter for which the costs were incurred. This is known as a “general lien”. We cannot sell property held under a lien but can hold property (other than money), even if the value of it is higher than the amount due to us in respect of costs.

If you have any questions about a bill please contact our firm as soon as possible.

You are entitled to complain about a bill. There may also be a right to object to the bill by making a complaint to the Legal Ombudsman or by applying to the court for an assessment of the bill under Part III of the Solicitors Act 1974.We cannot accept payments in cash in excess of £500.00 due to Anti-Money Laundering Regulations. If you attempt to avoid this policy by depositing cash directly with our bank, we will charge you for any additional Anti-Money Laundering checks which we need to carry out to prove the source of the monies. Payment of our bills may be made by cheque, credit card or debit card issued by a UK High Street bank, BACS or CHAPS. Monies due to you from us will be paid by cheque or bank transfer, but not in cash, and will not be made payable to a third party under any circumstances.

8. Cybersecurity

Before sending any funds to us, please contact our office on 01287 653990 to verify our account details. When sending our account details to you via email we cannot be held responsible for any interception of the email by a bogus third party. It is your responsibility to ensure you are sending funds to the correct account. E-mail scams are also common and solicitors are being targeted. If you do receive a suspicious email purporting to be from us, please contact us immediately.

9. Other parties’ payment of your charges and expenses

In some cases and transactions you may be entitled to payment of costs by some other person (for example, it may have been agreed that the other party to the transaction pays your legal fees. However, it is important to appreciate that you have to pay the legal costs and disbursements in the first place and any amounts then recovered will be repaid to you. It is important that you understand that in such circumstances, the other person may not be obliged to pay all of the charges and expenses which you incur with us. You are responsible for the payment of our charges and expenses, and any amounts which can be recovered from the other party will be used as a contribution towards them.

If you are successful and a Court orders another party to pay some or all of your charges and expenses, interest can be claimed on them from the other party from the date of the court order. We will account to you for such interest to the extent that you have paid our charges or expenses on account. You will also be responsible for paying our charges and expenses for
seeking to recover any costs which the Court orders the other party to pay to you, if payment is not received.

A client who is unsuccessful in a court case may be ordered to pay the other party’s legal charges and expenses. That money would be payable in addition to our charges and expenses. Arrangements can be made to take out insurance to cover liability for such legal expenses. Please discuss this with us if you are interested in this possibility.

10. Interest payment

The practice pays interest accrued on client money when it is fair and reasonable to do so in the circumstances, in accordance with rules 22-25 of the SRA Rules 2011. Monies held in a client account must be immediately available, meaning that the interest accrued is likely to be less than interest which would be received had the money been invested by an individual. All money received will be held in our Client Account. Subject to certain minimum amounts and periods of time (as set out below), interest will be calculated and paid at the rate from time to time payable on Svenska Handelsbanken General Client Accounts.

11. Tax advice

Any work that we do for you may involve tax implications, or require some consideration of tax planning strategies.

We are not qualified to advise you on the tax implications of a transaction and advise you to refer to a suitably-qualified adviser.

12. Data protection

We use the information you provide for the provision of legal services to you and for related purposes including updating client records, analysis to help us manage our practice, statutory returns and legal/regulatory compliance. Our use of that information is subject to your instructions, our duty of confidentiality to you, and the Data Protection Act 1998. Please note that our work for you may necessitate us to provide information to third parties such as Mortgage Brokers and Estates Agents and other professional advisers. You have a right under data protection legislation to be provided with the personal data that we hold about you. The firm is registered with the Information Commissioner’s Office (ICO). Further information regarding data protection and privacy is available from the Information Commissioner’s Office www.ico.gov.uk.

We use cloud storage for client files. Our cloud software provider is LEAP. LEAP’s cloud infrastructure is provided and maintained by industry leading cloud platform provider Amazon Web Services. Amazon Web Services demonstrates a commitment to information security at every level of the organisation and complies with internationally recognised standards, the EU Data Protection Directive, the General Data Protection Regulation and the Data Protection Act 2018.

Our privacy policy can be found at https://grey-smithlegal.com/privacy-policy/, a hard copy can be produced on request.

13. Equality and diversity

We are committed to promoting equality and diversity in all our dealings with our clients, third parties and our employees. Please contact us if you would like a copy of our Equality and Diversity Policy.

14. Insurance Distribution Services

We are not authorised by the Financial Services Authority. However, we are included on the register maintained by the Financial Services 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 Law Society. The register can be accessed via the Financial Services Authority website at If it is necessary during the course of your transaction for any insurance or indemnity insurance to be put in place we will not recommend any particular insurance company but choose one from a limited number of reputable insurance companies that provide standard policies that cover the identified risk. We receive no commission for doing so. We do not access or investigate the market for insurance.

We confirm we have not selected the best product at the best price in comparison with any other products. Should you wish to do so please feel free to research the market yourself and if you can obtain a suitable insurance policy which you prefer please contact the person handling your case immediately and indicate this and we will take the appropriate action.

Please note that this is, at this point in time, for information purposes only. If insurance becomes necessary during the course of your transaction then we shall let you know and at that point you can indicate whether you wish to use our chosen insurer or alternatively whether you wish to research the matter yourself.

Finally, we reserve the right to charge an administrative fee for the work involved in putting the policy in place.

15. Communications

We will communicate with you in the most effective way, as agreed between us. The use of e- mail is not secure for confidential matters. We do however take every precaution to ensure that e-mail is virus free, but we cannot guarantee this and cannot be responsible for the security of correspondence and documents sent by email or fax. If you require correspondence to be addressed to a particular person or marked private and confidential then you must tell us.

16. Requirements relating to Identity, disclosure and confidentiality

The law requires that Solicitors obtain satisfactory evidence of the identity of their clients. This is because we deal with money and property which can be used by criminals to launder money. We are entitled to refuse to act for you if you do not provide us with appropriate proof of your identity.

Solicitors are under a professional and legal obligation to keep the affairs of their clients confidential. This obligation, however, is subject to a statutory exception: legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain circumstances to disclose information to the National Crime Agency (NCA). Where a solicitor knows or suspects that a transaction on behalf of a client involves money laundering, the solicitor is be required to make a disclosure. If, while we are acting for you, it becomes necessary to make such a disclosure, we are not able to inform you that it has been made, or of the reasons for it, because the law prohibits ‘tipping-off’. Where the law allows us, we will tell you about any potential money laundering problem and explain what action we may need to take.

External firms or organisations may conduct audits or quality checks on our practice. They are also required to maintain confidentiality in relation to your files. We may need to disclose your information to third parties (such as barristers, accountants or government agencies) to enable us to handle your affairs. We may also need to allow third parties (such as our auditors and the Solicitors Regulation Authority (SRA)) to have access to your information for regulatory or administrative purposes. Information from your file may therefore be made available in such circumstances. We will always aim to obtain a confidentiality agreement with the third party. We will not otherwise disclose your information to any third party unless permitted or required to do so by law, or by you. If you do not want your file to be outsourced please tell us as soon as possible.

17. Complaints Procedure

Our complaints procedure, including complaints about your invoice, can be found at https://grey-smithlegal.com/complaints-policy/. A hard copy can be produced on request.

18. Provision of Service Regulations 2009

In accordance with the Provision of Service Regulations 2009 details of our Professional Indemnity Insurance are available for inspection at our office at 97 High Street, Skelton-in- Cleveland, Saltburn-by-the-Sea, TS12 2DY. Our VAT number is 350 8285 95.

19. Limit on our liability for professional negligence

Our liability to you shall be limited to £2 million, unless we expressly state a higher amount in the letter accompanying these terms of business. 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 profits or opportunities. We can only limit our liability to the extent that the law allows us to. We cannot limit our liability for death or personal injury caused by our negligence.

20. Property transactions

It is not our responsibility to carry out a physical inspection of the property. We will not advise on the valuation of the property nor the suitability of your mortgage nor any other financial arrangements. The local authority search only relates to the land being bought or mortgaged and will not cover neighbouring properties or any wider area unless specifically requested.

We will not give any advice on the planning implications of a proposed purchase beyond reporting on any relevant information provided by the results of the ‘local search’.

We will not advise generally on environmental liabilities. We will assume, unless you tell us otherwise, that you are making your own arrangements for any appropriate environmental investigation. On occasions it may be necessary for us to obtain an environmental search on your behalf or on behalf of your lender. In such circumstances we will not advise you about issues relating to the possible contamination of any land.

If you believe the property might be located within a Church of England parish of a medieval church please let us know and we can arrange to obtain a chancel repair liability search.

We are not qualified to advise on non-legal results of any search and will only provide the actual results of such a search.

We are required to be vigilant in order to protect our lender clients against mortgage fraud. Therefore we are obliged to ensure, in all conveyancing matters, that all purchase funds, including the deposit, are paid through our own bank account and are not directly transferred to the seller. We are also obliged to report to your lender any allowances or incentives offered by the seller.

By signing this Client Care and Terms of Business you authorise us to disclose to the other parties in a transaction, and if applicable to all other parties in a chain of transactions and their agents and advisers, all information which we have in relation to your part in the transaction including any related sale or mortgage and other financial arrangements and wishes as to dates for exchange of contracts and completion.

21. Acting for your lender in conveyancing transactions

Where we also act for your lender in the transaction we have a duty to make full disclosure to the lender of all relevant facts relating to you, your purchase and the mortgage. This will include disclosure of any discrepancies between the mortgage application and information provided to us during the transaction and any cashback payments or discount schemes which a seller is providing to you. If a conflict of interest arises we must cease to act for your lender in this matter and in some instances we must cease to act for you as well.

22. Conveyancing Quality Scheme

Grey-Smith Legal is an accredited member of the Law Society Conveyancing Quality Scheme (CQS). The CQS provides a recognised quality standard for residential conveyancing practices which we must comply with ensuring that we:

(a) Meet our duties to you and your lender where we act for them;

(b) Take action to prevent fraud in the conveyancing process;

(c) Deal with the other parties in a fair and honest manner, which includes not withholding
relevant information; and

(d) Respond to the other parties in accordance with agreed timeframes.

All obligations under the Law Society Conveyancing Protocol are subject to overriding client confidentiality obligations and our obligation to act in your best interest.

The CQS audit procedure requires examination of client files from time to time. Your file may be selected for auditing. If that happens the examination is conducted under strictly controlled circumstances and only with duly appointed and qualified individuals.

By accepting our terms and conditions you agree that we will act in accordance with the terms of the Law Society Conveyancing Protocol. This includes consent to disclosure of your confidential file if necessary. Such consent may be withdrawn by you in writing at any time.

23. Financial Services Compensation Scheme

We have no expertise in relation to the fitness for purpose or solvency of any bank. We assume that any bank licensed to operate by the appropriate statutory authority in the jurisdiction in which it operates will be able to honour its obligations. Accordingly we will have no liability to you in the event of the bank at which the firms client account is held becoming insolvent or being unable to meet its obligations.

In such an event you may be eligible for limited compensation from the Financial Services Compensation Scheme (FSCS). In the event of our client account holder’s collapse you consent to us disclosing your details to the FSCS for the purposes of making a claim on your behalf.

We currently hold our client account funds in Lloyds Bank Plc. The £85,000 FSCS limit will apply to each individual client. If you hold personal money in an account with the same bank as our client account the limit remains £85,000 in total.

24. Referral arrangements

We may pay a referral fee for work to be referred to us. In such a situation we will inform you in writing and will tell you what fee we have paid. The advice which we give to you will be independent and we will treat you the same as any other client. You are free to raise questions on all aspects of the transaction and any information which you disclose to us will be treated as confidential and not disclosed to the referrer or to any other third party without your consent. We will not act for the referrer in connection with the same transaction in any way and you are under no obligation to instruct us in connection with the transaction.

25. Storage of papers and documents

After completing the work on your file, we are entitled to keep all your papers and documents while there is still money owed to us for your legal fees and expenses. Wwe will keep your file of papers in storage in accordance with our file retention policy except those papers that you ask to be returned to you. After that, storage is on the clear understanding that we have the right to destroy your file after such period confirmed to you in your closure letter without further reference to you, or to make a charge for storage if we ask you to collect your papers and you fail to do so. We will not of course destroy any documents such as wills, deeds, and other securities, which we will provide to you when your file is closed down.

If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrieval. However, we may make a charge based on time spent at our lowest charge out rate for producing stored papers or documents to you or another at your request. We may also charge for reading, correspondence, or other work necessary to comply with your instructions.

26. Termination

You may terminate your instructions to us in writing at any time. We will still be entitled to keep all your papers and documents while there is money owing to us for our charges and expenses.

We may only decide to stop acting for you if we have good reason, for example, if you do not pay an interim bill or request for payment on account of costs and disbursements, fail to provide us with instructions, fail to provide information required by the Proceeds of Crime Act 2002 or if a conflict of interest arises. We also reserve the right to stop acting at any time in the event of rude or abusive conduct being directed against any member of staff. If we terminate your instructions, we will tell you the reason and give you notice in writing.

If, for any reason your matter does not proceed to completion, we will be entitled to charge you for any work done and expenses incurred. We charge a minimum abortive fee of 25% of the initial fee quoted and we will ask for this money upfront.

If your case is funded under an hourly rates arrangement then these costs will be calculated based on the time spent, plus expenses incurred, up to the date of termination. On fixed fee arrangements, we will break the transaction down into stages and apportion the estimated fee for each stage. You will also be responsible for reimbursing any expenses incurred by us that were not included within the fixed price agreed.

Under the Consumer Protection (Distance Selling) Regulations 2000, for some non-business instructions where we have not met with you, you have the right to cancel your instructions to us within 7 14 working calendar days of receiving this letter. You can cancel your instructions by contacting us by post or by email to this office. Once we have started work on your file you may be charged if you then cancel your instructions. If you would like us to commence work
on your file within the 14 day calendar cancellation period next 7 working days please sign these terms and conditions and return it to this office by post or fax. Where you have provided your consent for work to commence and later exercise your right to cancel, you will be liable for any costs, VAT and disbursements incurred up to the point of cancellation. The Regulations require us to inform you that the work which you have instructed us to do is likely to take more than 30 days.

27. Jurisdiction

These terms and conditions of business are to be governed by and construed in accordance with the laws of England and Wales. The parties shall submit all disputes arising out of or in connection to these terms of business to the exclusive jurisdiction of the Courts of England and Wales.

Please contact us if you require these Terms and Conditions of Business an alternative format, such as large print, or braille