Standard Terms of Business
These Standard Terms of Business apply to all work we do on your behalf. They should be read together with the letter sent to you confirming our instructions and setting out the scope of the work we will carry out for you, our fees and individual contact details (the Client Care letter); together they form the contract between us. If there is any inconsistency between our Terms of Business and the Client Care Letter, the Client Care Letter will take priority.
1. About us
1.1 Ronald Fletcher Baker LLP
We are an English Limited Liability Partnership (LLP) with registered number OC345891. Our registered office is at 77 Baker Street, London W1U 6RF.
An LLP has “members” and not “partners”. We use the term ‘partner’ to refer to a member of Ronald Fletcher Baker LLP or an employee or consultant with equivalent standing and qualifications. A list of the firm’s members, together with those non-members who are designated as partners can be found on our website www.rfblegal.co.uk.
When we say ‘we’, ‘us’ or ‘our’ or refer to in these Terms of Business, we mean Ronald Fletcher Baker LLP.
RFB Solicitors is a trading style of Ronald Fletcher Baker LLP
1.2 Contact details
Ronald Fletcher Baker LLP has offices at:
326 Old Street EC1V 9DR
77 Baker Street, London W1U 6RF
111 Piccadilly, Manchester M1 2HY
The Senate, Southernhay Gardens, Exeter EX1 1UG
1.3 Value added tax (VAT)
Our VAT registration number is 2206798 63
1.4 Hours of business
Our offices are open between 9.30 am and 5.30 pm from Monday to Friday. If you are unable to reach the case handler dealing with your matter, messages can be left with our receptionist on 0207 613 1402. We are closed on all bank holidays.
2. Charges and expenses
2.1 Fees
Unless otherwise agreed, our charges for work done will be calculated by reference to time spent dealing with your work. This is the time spent on your affairs including meetings with you and perhaps others; any time spent travelling; considering, preparing and working on papers; correspondence including emails; making and receiving telephone calls; preparation of any detailed cost calculations and time spent travelling away from the office when this is necessary.
In addition to the time spent, we may take into account a number of factors which include the complexity of the issues, the speed at which action must be taken, the expertise or specialist knowledge that the case requires, and, if appropriate the value of the property or subject matter involved. The rates may be higher if, for example, the matters become more complex than expected or where we have to work outside office hours; we will endeavour to inform you of this at this time but if urgency prevents this we will do so as soon as possibly afterwards.
2.2 Hourly rates
Our charge rates will be advised to you separately and are reviewed annually. We will inform you of any change in writing.
2.3 Expenses
In addition to our costs, you will be charged for expenses for disbursements we entail on your behalf including Court fees, Land registry fees (if applicable), search fees, couriers, photocopying, travel and other miscellaneous out of pocket expenses. We also charge for any significant volume of photocopying carried out in house. From time to time we ask other companies or people to undertake the typing on our files to ensure this is done promptly. We always seek a confidentiality agreement with these outsourced providers. If you do not want your file(s) to be outsourced, you are required to inform us as soon as possible.
If, as a part of our instructions, you instruct us to pay money to yourself or any third party, we may at our discretion carry out compliance checks on the bank details supplied to us as a part of our anti money laundering and fraud procedures. You will be responsible to pay our disbursements incurred in the checks.
2.4 Monies on account
Our policy is to ask clients to make payments on account of anticipated costs and disbursements. You are required to meet these requests promptly. If there are any difficulties in making payments, please contact us as soon as possible.
2.5 Prevention of money laundering and terrorist financing
To comply with anti-money laundering and counter-terrorist financing requirements, we are likely to ask you for proof of your identity and we may conduct searches or enquiries for this purpose. We may also be required to identify and verify the identity of other persons such as directors or beneficial owners. If you or they do not provide us with the required information promptly, your matter may be delayed.
You agree that we may make checks using online electronic verification systems or other databases as we may decide.
You must not send us any money until we have told you these checks have been completed.
We will not usually charge you for identification and verification checks, but we reserve the right to do so where the checks are likely to be significantly more involved than we would normally expect—we will confirm the cost in our engagement letter.
We may ask you to confirm the source of any money you have sent us or will send us. If you do not provide us with that information promptly, your matter may be delayed.
Any personal data we receive from you for the purpose of preventing money laundering or terrorist financing will be used only for that purpose or:
with your consent; or
as permitted by or under another enactment.
We are professionally and legally obliged to keep your affairs confidential. However, we may be required by law to make a disclosure to the National Crime Agency where we 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.
If it is your intention to pay us any monies in connection with this matter other than by cheque or by Telegraphic Transfer from an account held in your own name (or jointly with one or more other persons), it is imperative that we are notified of this fact at the outset. In such cases we are required to verify the identity of and carry out checks on the account holder before being able to accept funds or instructions on this basis. If we are not given satisfactory evidence, we may be required to terminate our instructions.
Other than as set out in this contract, we shall not be liable for any loss arising from or connected with our compliance with any statutory obligation, or reasonable belief we may have, to report matters to the relevant authorities under the provisions of the money laundering and/or terrorist financing legislation.
3.1 Instructions
Unless instructed to the contrary, your decision to appoint us to act on your behalf authorises us to take the necessary steps to protect your interest, and to incur reasonable expenses on your behalf. If you do not wish us to incur disbursements (apart from travel, photocopying and minor incidental expenses of less than £10), without your prior authority, please notify us in writing.
We cannot be responsible for any failure to advise or comment on any matters which fall outside the scope of our instructions.
3.2 Property owned by Overseas Entities
If your matter is a real property transaction involving a property that is owned by an overseas entity, you should be aware of the Economic Crime (Transparency and Enforcement) Act 2022 and the obligation to be registered in the Register of Overseas Entities. The Land Registry will refuse to register any transactions until this registration has taken place; and if the entity is not registered by 31 January 2023, an offence will be committed. Your transaction will also be delayed or possibly frustrated. Our instructions do not include making an application for this registration or the verification process.
4. Invoices
You are liable to pay legal costs as set out in our letter confirming your instructions. If we are liable to pay a commission to a third party in relation to our instruction, this will be set out in the client care letter.
Please inform us if you would like a third party to be responsible for paying our bills or any part of them. We must approve this in advance and we will need the party’s name, contact details and any other information or identification documents we request. It is your responsibility to pay our bills even if someone else has agreed to pay some or all of them and our bills will still be addressed to you. If someone else does pay some of our bills, you are responsible for paying the rest.
We request that payment of invoices be made within 14 days. We may be able to charge interest on all, or part of the invoice if it is unpaid at 8% per annum.
We may cease acting for you if an interim bill remains unpaid after 21 days or if our reasonable request of a payment on account of costs is not met.
You have the right to challenge or complain about our bill. Please see sections 5 and 6 of these Terms of Business for details of how to complain about our bill.
5. Your rights on receiving our invoices
You are entitled to an itemised bill detailing the work on your matter. You also have the right to challenge our bills by way of our complaints procedure, and if you are unsatisfied with the complaint procedure by making a complaint to the Legal Ombudsman. We hope that by reporting to you regularly this will not be necessary.
You have the right to challenge our bill by applying to the court to assess the bill under Part III of the Solicitors Act 1974. The usual time limit for making such an application is one month from the date of delivery of the bill. If the application is made after one month but before 12 months from delivery of the bill, the court’s permission is required for the bill to be assessed.
Unless there are special circumstances, the court will not usually order a bill to be assessed after 12 months from delivery of the bill a judgment has been obtained for the recovery of the costs covered by the bill the bill has been paid, even if this is within 12 months.
We can keep all your papers and documents while there is still money owed to us for fees and expenses.
6. Complaints Procedure
We aim to offer all our clients an efficient and effective service. If you are unhappy about any aspect of the service you receive or about the bill, then please raise this with your case handler in the first instance. If there are any concerns which you feel cannot be resolved between you and your case handler you may refer any complaints to Rebecca Roberts, a partner, on 0207 613 7146 or at r.roberts@rfblegal.co.uk or by post to Rebecca Roberts, Ronald Fletcher Baker LLP, 77 Baker Street, London W1U 6RF.
We have a written procedure which sets out how we handle complaints. It is available upon request from Ms Roberts.
6.1 If we cannot resolve your complaint
We have eight weeks to consider your complaint. If we have not resolved it within this time you may be able to complain to the Legal Ombudsman, which investigates complaints about service issues with solicitors. Generally, this applies if you are an individual, a business with fewer than 10 employees and turnover or assets not exceeding a certain threshold, a charity or membership organisation with a net annual income of less than £1m, a trustee of a trust with an asset value of less than £1m, or if you fall within certain other categories (you can find out more from the Legal Ombudsman). The Legal Ombudsman will look at your complaint independently and it will not affect how we handle your matter. The Legal Ombudsman expects complaints to be made to them:
within six months of receiving a final response to your complaint; and
no more than one year from the date of the act/omission you are concerned about; or
no more than one year from when you should reasonably have known there was cause for complaint.
If you would like more information, you can contact the Legal
Ombudsman by:
visiting www.legalombudsman.org.uk
calling 0300 555 0333 between 9.00 to 17.00
emailing enquiries@legalombudsman.org.uk
writing to Legal Ombudsman PO BOX 6167, Slough, SL1 0EH
7. Terms of business
7.1.1 Service standards
We will provide legal advice and services to you with reasonable care and skill in accordance with the scope of work set out in the Client Care letter. However, the nature of many types of legal work means that it is not possible to guarantee a particular outcome.
We will update you by telephone or in writing (including by email) with progress on your matter regularly and explain to you the legal work required as your matter progresses.
We will update you at appropriate intervals on the likely timescale for each stage of your matter and any important changes in those estimates. Whenever there is a material change in circumstances associated with your matter, we will update you on whether the likely outcomes still justify the likely costs and risks.
We will update you on the cost of your matter at least every six months. If appropriate, we will continue to review whether there are alternative methods by which your matter can be funded.
We are committed to acting in a way that encourages equality, diversity and inclusion in all our dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.
We will also 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.
Unless otherwise agreed in writing, our advice and any documents we prepare are for use only in connection with the specific matter on which we are instructed, can only be relied on by you; and reflect the law in force at the relevant time.
7.1.2 Responsibilities
Our responsibilities
We will;
Treat you fairly and with respect
Communicate with you in plain language
Advise you of any reasonably foreseeable circumstances and risks that could affect the outcome of your matter
Advise you of any changes in the law that affect your matter
Review your matter regularly and update you on it at least every six weeks unless otherwise agreed
Your responsibilities
You will:
Provide documents when we ask for them and respond promptly and accurately when we ask for instructions or information
Notify us if your contact details change
Tell us immediately if your expectations change or if you are not sure you understand what we have discussed
Inform us of any time limits or objectives that might not be obvious to us
Notify us immediately if you receive any email or other communication purporting to be from the firm stating that we have changed our bank details or payment arrangements
Let us know about any other changes that may affect the way we deal with your matter, including any changes that may affect your tax status in any jurisdiction
Safeguard any documents that are likely to be required for disclosure
7.1.3 Professional indemnity insurance
Our primary insurers are:
Travelers Insurance Company Ltd, One Creechurch Place, Creechurch Lane, London, UK, EC3A 5AF
Limit of Liability: £5,000,000
Our excess insurers are:
Markel International Ins Co Ltd, The Market Building, 49 Leadenhall Street, London EC3A 2EA
Limit of Liability: £5,000,000.
7.1.4 Data protection
Information in relation to our data protection obligations and in relation to the security of your electronic data is set out in the client care letter, and in our Privacy Policy, available at http://www.rfblegal.co.uk/rfb-privacy-policy.
7.1.5 Storage and retrieval of documents
After completing the work, we will be entitled to keep all your papers and documents while there is still money owed to us for fees and expenses. We will keep our file of your papers for up to 6 years, except those papers that you ask to be returned to you. We will not charge for this storage.
We store files on the understanding that we can destroy them in 6 years after the date of the final bill. We will not destroy documents you ask us to deposit in safe custody.
If we take papers or documents out of storage in relation to continuing or new instructions to act for you, we will not normally charge for such retrieval.
However, we may charge you both for time spent retrieving the file and producing it to you, providing additional copies of any documents, and reading correspondence or other work necessary to comply with your instructions in relation to retrieved papers.
7.1.6 Outsourcing of work
Sometimes we ask other companies or people to do photocopying or other work on our files to ensure this is done promptly and in the most cost-effective manner. We will always seek a confidentiality agreement with these outsourcing providers. If you do not want your file to be outsourced, please tell us as soon as possible.
7.1.7 External Audit of files
External firms or organisations may conduct audit or quality checks on our practice, such as our regulator, our accountants or assessment bodies for quality accreditations. These external firms or organisations are required to maintain confidentiality in relation to your file. Please contact Rebecca Roberts if you do not wish your files to be disclosed to external auditors.
7.1.8 Limiting liability
Your contract is solely with Ronald Fletcher Baker LLP, which has sole legal liability for the work done for you and for any act or omission in the course of that work. No representative, partner, member, officer, employee, agent or consultant of Ronald Fletcher Baker LLP will have any personal legal liability for any loss or claim.
Unless explicitly agreed otherwise, in writing:
we do not owe, nor do we accept, any duty to any person other than you; and
we do not accept any liability or responsibility for any consequences arising from reliance on our advice by any person other than you.
We are not responsible for any failure to advise or comment on matters falling outside the scope of our instructions, as set out in these Terms of Business and the Client Care Letter.
Our maximum liability to you (or any other party we have agreed may rely on our services) in any single matter or group of connected matters which may be aggregated by our insurers will be limited to £10,000,000 including interest and costs unless we expressly state a higher amount in the Client Care letter.
We will not be liable for
losses that were not foreseeable to you and us when this contract was formed;
losses not caused by any breach on the part of the firm; and
business losses, including losses sustained by any individual not acting for purposes of their trade, business, craft or profession.
any consequential, special, indirect or exemplary damages, costs or losses or any damages, costs or losses attributable to lost profits or opportunities, harm to reputation or loss of goodwill
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.
7.1.9 Regulated Services
Ronald Fletcher Baker LLP is authorised and regulated by the Solicitors Regulation Authority (the SRA), The Cube, 199 Wharfside Street, Birmingham, B1 1RN and we have the following registration numbers: City office – 512598; West End office – 523362; Manchester office – 630156; Exeter office – 810075.
We are governed by a Code of Conduct and other professional rules, which you can access on the SRA’s website www.sra.org.uk or by calling 0370 606 2555.
7.1.10 Applicable law
Any dispute or legal issue arising from our terms of business will be determined by the law of England and Wales, and considered exclusively by the English and Welsh Courts.
7.1.11 Terminating the retainer
You may terminate your instructions at any time, by giving us notice in writing. We are entitled to keep all your papers and documents whilst there is money owing to us for our charges and expenses.
We may decide to stop acting for you only with good reason, for example if you do not pay a bill or comply with our request for payment on account, if you ask us to work in an improper or unreasonable way, if you decline to give us clear or proper instructions on how we are to proceed, or if it is clear that you have lost confidence in how we are carrying out your work. We must give you reasonable notice that we will stop acting for you.
If you or we decide that we will no longer act for you, you are liable to pay our charges up until that point, and, where appropriate, for transferring the matter to another adviser if you so request. These are calculated on the basis set out in our letter confirming your instructions.
7.2 Confidentiality
The information and documentation you provide us is confidential and subject to legal professional privilege unless stated otherwise in this document or our letter confirming your instructions, eg in relation to prevention of money laundering and terrorist financing, or we advise you otherwise during the course of your matter. We cannot absolutely guarantee the security of information
communicated by email or mobile phone. Unless we hear from you to the contrary, we will assume that you consent for us to use these methods of communication.
7.3 Acting for Limited Companies
When accepting instructions to act on behalf of a limited company, or continuing to act, we may require a Director and/or controlling shareholder to sign a form of personal guarantee in respect of our charges and expenses. If such a request is refused, we may decide not act on behalf of the company.
7.4 Mortgage fraud
Where we are representing you or acting on your behalf with regards to purchase of a property we may also be acting for your proposed lender. We have a duty to fully reveal to your lender all the relevant facts about the purchase and mortgage. This includes: any differences between your mortgage application and information we receive during the transaction, any cash back payments or discount scheme that a seller is giving you.
7.5 Politically Exposed Persons
We request that you tell us if you are or have been a Politically Exposed Person in any jurisdiction, or are a family member or close associate of one.
7.5 Banking and related matters
7.5.1 Payment of interest
We will pay a fair sum of interest to clients or third parties on client money we hold on their behalf.
We will not pay interest:
on money we are instructed to hold outside a client account in a manner that does not attract interest, e.g. cash held in our safe;
where the amount of interest is less than £50;
where we agree otherwise, in writing, with you or the third party for whom the money is held.
Please ask us if you would like to see our written payment of interest policy.
7.5.2 Receiving and Paying funds
We discourage payments for any purpose by cash and reserves the right not to accept any cash payments. We also reserve the right to refuse to accept cheques. In appropriate circumstances we may accept cash or cheques up to £500.00 only. If you try to avoid this policy by depositing cash or cheques directly with our bank, we may decide to charge you for any additional checks we decide are necessary to prove the source of the funds and this also could cause delays. If we receive money in relation to your matter from an unexpected source, there may be a delay in your matter and we may charge you for any additional checks we decide are necessary. Where we have to pay money to you, it will be paid by cheque or bank transfer. It will not be paid in cash or to a third party.
7.5.3 Bank failure and the Financial Services Compensation Scheme
We are not liable for any losses you suffer as a result of any bank in which we hold client money being unable to repay depositors in full. You may, however, be protected by the Financial Services Compensation Scheme (FSCS).
The FSCS is the UK’s statutory fund of last resort for customers of banking institutions. The FSCS can pay compensation up to £85,000 if a banking institution is unable, or likely to be unable, to pay claims against it.
The limit is £85,000 per banking institution. If you hold other personal money in the same banking institution as our client account (Natwest), the limit remains £85,000 in total. Some banking institutions have several brands. The compensation limit is £85,000 per institution, not per brand.
The FSCS also provides up to £1m of short-term protection for certain high balances, e.g. relating to property transactions, inheritance, divorce or dissolution of a civil partnership, unfair dismissal, redundancy, and personal injury compensation (there is no financial limit on protection for personal injury compensation). This is called the temporary high balance scheme and, if it applies, protection lasts for a maximum of six months.
The FSCS (including the temporary high balance scheme) will apply to qualifying balances held in our client account. In the unlikely event of a deposit-taking institution failure, we will presume (unless we hear from you in writing to the contrary) we have your consent to disclose necessary client details to the FSCS.
More information about the FSCS can be found at https://www.fscs.org.uk.
7.5.4 Un-Presented Cheques
If you fail to present a cheque drawn on our client account we reserve the right not to recalculate the interest and / or make a reasonable charge for the additional administration incurred.
7.6 Financial Services
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 distribution 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/firms/financial-services-register.
We are also not authorised by the FCA to provide investment advice services. If you need advice on investments, we may refer you to someone who is authorised by the FCA to provide the necessary advice. However, because we are regulated by the SRA, we may be able to 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, which is a designated professional body for the purposes of the Financial Services and Markets Act 2000.
The SRA is the independent regulatory arm of the Law Society. The Legal Ombudsman deals with complaints against lawyers. If you are unhappy with any financial service you receive from us, you should raise your concerns with the SRA or Legal Ombudsman.
7.7 Right to Cancel
7.7.1 How to Cancel
If your matter is a personal one (i.e. for purposes which are wholly or mainly outside your trade, business, craft or profession), then you have the right to cancel this contract within 14 days of the date given on the letter accompanying these terms of business without giving any reason. This right to cancel will expire after 14 days from the day of the conclusion of the contract, (which is the date of the Client Care letter).
To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or e-mail). To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
7.7.2 Right to Cancel – Effects of cancellation
If you cancel this contract, we will reimburse to you all payments received from you unless you asked us to start work during the cancellation period.
We will make the reimbursement;
without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract.
using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
7.7.3 Asking us to start work during the cancellation period
If you asked us to start work during the cancellation period, you will not lose your right to cancel. If you subsequently cancel during the cancellation period we will charge you for the work we have done on a pro-rata basis. This will be an amount which is in proportion to what has been performed, until you told us you wished to cancel.
You will, however, lose the right to cancel and will have to pay in full once the contract had been fully performed (i.e. we complete the work) even if this happens within the cancellation period.
you shall pay us an amount which is in proportion to what has been performed until you have communicated us your cancellation from this contract, in comparison with the full coverage of the contract.
7.8 Cyber Crime and Fraud
You may be aware that cyber-crime is on the increase and that like other business sectors, law firms and their clients are being targeted. We take our responsibilities to look after your information extremely seriously, which is why we employ the latest security measures to try and avoid you and our firm from becoming victims. One way criminals try and steal money is to hack into legitimate emails passing between a law firm and their clients, they then try and convince the client that their law firm has changed its bank account details and get them to transfer money to a fraudulent account. We do not change our bank account details, so if you ever receive correspondence saying we have please contact us before transferring any money to the “new” account, as it is likely to be a fraud. We will also try and avoid changing the people who deal with your matter, so if anyone contacts you with a different name to that notified to you by us, please contact us before doing anything further.