Terms and Conditions of Business
The terms and conditions of business (the “terms of business”) for Azarmi & Company Ltd (referred to as “Azarmi & Co.” or “us” or “we”) are set out in this leaflet. The accompanying client care letter containing our terms of engagement (“client care letter”), and these terms of business form the contract between us (the “contract”).
Acceptance by Azarmi & Co. of any instructions from you shall be upon these terms of business and shall override any other terms and conditions stipulated or incorporated by you in your instructions or in any negotiations (save as shall have been expressly agreed orally or in writing by us). No variation or representation will be binding on Azarmi & Co. unless confirmed in writing by our principal, Sally Azarmi (“Sally Azarmi”).
Our terms of business will also apply retrospectively where we have started to provide services before the contract was formed.
- Our Duties
1.1 In acting for you Azarmi & Co. will:
1.1.1 act independently and in your best interests at all times;
1.1.2 provide prompt and clear advice aimed at finding the best way forward for you;
1.1.3 be accessible to you and respond to correspondence promptly;
1.1.4 provide to you the best information available to us on costs;
1.1.5 advise on likely timescales involved in a matter;
1.1.6 keep you regularly informed of developments and our charges; and
1.1.7 consider risks known to us and viable options open to you throughout the time we are acting for you, and update you on whether the likely outcomes still justify the likely costs and risks associated with your matter whenever there is a material change in circumstances.
1.2 Our duty of care to you on any matters commences on receipt of your formal instructions to advise you. We will have no liability to you whatsoever in relation to any preliminary exchanges or discussions prior to your formal instructions to proceed unless specifically accepted by us in the course of those exchanges.
1.3 We do not owe any duty of care and do not accept any liability to any third party.
1.4 Our clients will be advised by Sally Azarmi, but wherever necessary (i.e. where you require advice outside our ambit of expertise), we will recommend qualified third party consultants who are known to Azarmi & Co. We do not charge referral fees for our recommendations.
- Your Responsibilities
2.1 To enable us to provide the best service to you we rely on you to:
2.1.1 let us know at the outset what your expectations are and to inform us if these change;
2.1.2 provide realistic instructions, keeping us informed in good time of your deadlines and other personal objectives which may not be known to us;
2.1.3 provide all relevant information and documentation to us in a prompt manner;
2.1.4 not to deliberately mislead us or to ask us to act in an improper or unreasonable manner;
2.1.5 to keep us informed of any changes to your contact details or any other changes which may affect the advice we are giving you.
3.1 As solicitors we are under a professional and legal obligation to keep the affairs of our clients confidential. This obligation will not apply, however, where you have authorised us to disclose information; or where there are statutory exceptions in certain jurisdictions, which would require us to disclose information in certain circumstances e.g. legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain jurisdictions and circumstances to disclose information.
3.2 Where we undertake work for you in conjunction with other advisers to you or where we are instructed by a third party on your behalf, we will assume we have your authority to discuss relevant confidential information with them and to provide them with personal data and relevant documentation unless we are instructed by you not to do so.
3.3 Sometimes we employ other companies to undertake routine administrative work on our files,
such as photocopying, printing or translation. We will always seek a confidentiality agreement with any providers of such service. If you do not want us to do this with your file, please tell us as soon as possible.
3.4 A duty of disclosure of documents may also arise in legal and/or arbitration proceedings on which we will provide advice, if applicable.
3.5 It might be necessary for us to pass information and papers relating to your matter to our insurers as part of our insurance arrangements. You accept that by appointing us to act for you we are able to do this.
3.6 From time to time our files may be reviewed by some external assessment organisations on a random basis. These organisations are required to maintain confidentiality. Your file may be inspected by them unless you instruct us otherwise.
3.7 We may use non-encrypted email for communicating with you and others, on the basis that you accept this method of communication and the risks involved. Email and other modes of electronic and/or internet communications are not secure or error free methods of communication. Information sent in this way could be intercepted, arrive late, be incomplete, lost or destroyed. Similarly, communications on a mobile phone are not secure.
3.8 We ask you to note that documents filed at Court such as the Particulars of Claim, Defence and Reply, together with orders made in open court are available to the public. This does not apply to any documents attached to statements of case or to such orders.
4.1 Unless you tell us otherwise, you agree to us communicating with you, including sending bills and other confidential information, by normal, unencrypted email, using the email address(es) you have given us from time to time. You should be aware that there is a risk that emails (in particular when unencrypted) may be intercepted, delayed or corrupted or may fail to be delivered.
4.2 We make reasonable attempts to exclude from our emails any virus or other defect that might harm a computer or IT system. You undertake to act likewise with any electronic communications you send to us. Neither you nor we shall have any liability to each other in respect of any claim or loss arising in connection with such a virus or defect in an electronic communication other than where such claim or loss arises from bad faith or wilful default.
- Data Protection Privacy Notice
5.1 We use the information you provide primarily for the provision of legal services to you and for related purposes including:
- updating and enhancing client records
- analysis to help us manage our practice
- statutory returns
- legal and regulatory compliance
5.2 Our use of that information is subject to your instructions, data protection law and our duty of confidentiality.
5.3 Please note that our work for you may require us to pass on such information to third parties such as expert witnesses and other professional advisers, including sometimes advisers appointed by another party to your matter. We may also give such information to others who perform services for us, such as typing or photocopying. Our practice may be audited or checked by our accountants or our regulator, or by other organisations. We do not normally copy such information to anyone outside the European Economic Area, however we may do so when the particular circumstances of your matter so require. All such third parties are required to maintain confidentiality in relation to your files.
5.4 You have a right of access under data protection law to the personal data that we hold about you. We seek to keep that personal data correct and up to date. You should let us know if you believe the information we hold about you needs to be corrected or updated.
5.5 We have appointed the following person as our representative for the purposes of the Data Protection Act: Sally Azarmi.
- Data Protection in Respect of Money Laundering Checks
6.1 Any personal data we receive from you for the purposes of our money laundering checks will be processed only for the purposes of preventing money laundering and terrorist financing, or as otherwise permitted by law or with your express consent.
6.2 You consent to us retaining such data for longer than the five year statutory period, unless you tell us otherwise.
- Data Protection – Your Obligations
If you send us personal data about anyone other than yourself you will ensure you have any appropriate consents and notices in place to enable you to transfer that personal data to us, and so that we may use it for the purposes for which you provide it to us.
- Your Documents
8.1 After the end of the relevant matter please let us know if you would like us to send your file of papers to you. Otherwise we will keep our file of your papers in storage. We will normally destroy it [six years / after an appropriate period] after the date of the final bill we send to you for the matter without further reference to you, and by agreeing to these terms you authorise us so to do. We will not destroy documents you ask us to hold in safe custody, such as deeds, wills and other important original documents.
8.2 We will take care of your deeds, documents and other papers as long as they remain in our possession. However, should any of them be lost or damaged as a result of events beyond our reasonable control we will not be liable for their replacement or for any resultant loss.
8.3 If we retrieve papers or documents from 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 for time spent retrieving, reading, copying or working on such papers where that is to comply with your instructions in relation to the retrieved papers.
- Our Fees (Costs) and other Charges and Financial Matters
9.1 Our fees are usually calculated on an hourly basis. We will initially assess the work which we are to undertake on your behalf and will give you an estimate of the total time which we think this will take, and the other expenses such as disbursements, to the extent that we are able to do so. The way we calculate our fees will be set out in the initial client care letter. We may revise the estimate from time to time and will advise you in writing of any such revision. There may occasionally be exceptions to this, when work has to be carried out urgently, or when you are already familiar with our methods of charging because of other work which we have done for you. You may at any stage set an upper limit for the amount we are able to charge you, by notice in writing to us. Once we have done work whose value is up to that limit, we will cease to do any further work, unless and until you authorise us in writing to proceed. If anything other than an hourly basis is agreed with you, this will be expressly stated in our client care letter.
9.2 Our time is recorded and calculated in six minute units and this includes time spent reviewing correspondence e.g. emails, faxes and letters and on telephone calls. The hourly rate and charge per unit to be applied will be set out in our client care letter. Our hourly rate and costs are exclusive of disbursements (i.e. out of pocket expenses such as counsel’s fees, immigration application fees, travel expenses and the cost of any other services reasonably required) and VAT, which will be charged in addition to our costs.
9.3 Our hourly rates are subject to changes from time to time and we will notify you of any changes. The rates applied may also be adjusted to reflect the level of responsibility which we have accepted, the exceptional value of our work to you, working unsociable hours or unusual skill or unusual speed applied to your matter.
9.4 We reserve the right to request funds on account and to submit interim bills.
9.5 You are responsible for paying our fees as our client. Our bills are payable on presentation.
9.6 If we send a bill to you and we are at that time holding on your behalf (in our client account) money which is not held for another designated purpose, we shall pay (or partially pay) our bill from the funds held.
9.7 If we agree that an invoice may be paid by a third party on your behalf and the third party does not pay the invoice within 30 days, you will immediately be liable to discharge the invoice. You will be directly liable for VAT, at the prevailing rate, in all cases.
9.8 We have a right of lien. A lien is our right to keep all papers, documents, money or other property held on your behalf until all money due to us is paid. A lien may be applied after this agreement ends.
9.9 Our charges for non-contentious work will be governed by the Solicitors’ (Non-Contentious Business) Remuneration Order 2009. A copy of the Order will be supplied on request.
Costs Estimates and Arrangements
9.10 Any costs estimate we give at any time is a guide to assist you in budgeting. It is not intended to be fixed, unless that is specifically agreed in writing.
9.11 Any fixed fee, capped fee or other fee arrangement we agree with you, or any costs estimate we give you, is based on the scope of the work anticipated and our assumptions about the matter at the time it is agreed or given. If the scope of the work changes or the assumptions change it will no longer apply. In that case we will discuss a revised fee arrangement or estimate with you.
9.12 Where we engage other professional advisers or service providers such as counsel, overseas lawyers, expert witnesses, surveyors, technical consultants and translators on your behalf, we do this as your agents. You will be responsible for payment of their charges direct to them if required, in addition to our own and you will be bound by their terms of business. Where we agree to pay disbursements on your behalf, generally we will only pay sums of up to £100 and will then invoice you for that sum. For any greater sums, we will request money to be paid on account to cover such disbursements. These disbursements will be collected by us prior to the collection of any monies due pursuant to our invoices.
9.13 We also reserve the right to make a separate charge for exceptional office expenditure such as exceptional postage or telephone charges, courier services, bank charges for money transfers, photocopying and sending or receiving faxes. Routine copying of papers is included in our overall charging structure, however, we reserve the right to charge for photocopying where appropriate, which will be between 10p and £2.00 per copy depending on size and colour, subject to a minimum payment of £5.00.
9.14 In the event that you terminate our instructions or for any reason the business or matter does not proceed to completion or a final determination then, we will be entitled to charge in accordance with the foregoing provisions for the time spent in dealing with the business whether or not a fixed fee has been agreed. The time spent will be charged by reference to an hourly rate, details of which will be provided to you in the accompanying client care letter.
9.15 In the case of invoices remaining unpaid for a period of fourteen days or more after the date of presentation, we may charge interest to you on the amount unpaid, calculated on a daily basis at the rate of interest prescribed for judgments from time to time from the date of delivery of the account without prejudice to any other rights we may have. We also reserve the right to recover any reasonable legal or third party fees in connection with the collection of debts due to us. In the case of commercial debts we reserve the right to claim interest and recovery costs pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
9.16 Payment on or before the due date is of the essence of the contract between us and in the event of you fail to make payment on the due date we reserve the right to decline to act any further.
9.17 If we are working on your case involving anyone else, your liability to Azarmi & Co will be joint and several i.e. we will be able to claim the whole amount owed to it from any single party.
9.18 We reserve the right to charge separately for photocopying, printing, telephone calls, faxes, electronic funds transfers, catering and other support services, and travel, courier and other incidental expenses.
9.19 In immigration matters, our charges are payable whether or not the application or other matter is successful, unless otherwise agreed by us in writing.
9.20 You will be responsible to us for our fees and disbursements regardless of any order obtained for payment of your costs by another party. Our costs are likely to exceed the sum which you could recover from any other party to the proceedings. You should also bear in mind that you may be ordered to pay the costs of the other party.
9.21 If the case is funded by an insurer, we are under a duty to report the prospects of success and as a result of that report funding may be withdrawn.
9.22 You are likely to be liable for the opponent’s costs in addition to your own costs if you are unsuccessful.
9.23 Your liability for our charges and expenses and for your opponent’s charges and expenses (and, in some cases, liability for damages) may be covered by insurance which you may already hold. Please check your insurance policies to ascertain whether or not you have any cover, including any relevant Directors and Officers indemnity policy, household, motor, or credit card policies.
9.24 Even if our costs and expenses are to be paid from another source e.g. a legal expenses insurer or some other party involved in the matter that we are dealing with for you, as our contract is with you, we reserve the right at our discretion to require you to pay our costs in accordance with these terms of business. (A legal expenses insurer indemnifies you not us. It is important that you abide by the terms of any such insurance policy otherwise you may not be covered by it).
Payments on Account and Client Funds
9.25 We may ask for payments on account of our fees, disbursements and VAT. In such cases we expect to receive funds before incurring expenses for which you are responsible. We will normally deliver invoices at intervals of between four and twelve weeks in respect of cases or transactions continuing for more than three months. In no circumstances will we be required to do any further work or incur any liability or advance payment of any external fees and expenses unless we have received funds from you on account.
Interest on Funds We Hold For You
9.26 We will normally credit you with interest on any funds we hold in our client account on your behalf. Our policy on the payment of interest is as follows.
- Interest will accrue at the rate payable by our bank on instant access deposits. This may be less than the rate at which you could have invested the money yourself.
- We will credit you with interest if the amount of interest involved is more than [£20].
- If we hold sums of money for you in relation to different matters we will normally treat the money relating to each of the different matters separately.
9.27 We will not account for interest on money held for the payment of a professional disbursement, once the intended recipient has requested a delay in settlement. Nor will we account for interest on money held for the Legal Services Commission.
9.28 Where we have to pay money to you, it will be paid by cheque or bank transfer. It will not be paid in cash. We reservethe right to refuse to make payment to a third party of any sum due to you.
- Joint Clients
10.1 If we are instructed by joint clients then all clients are jointly and severally liable for our fees, notwithstanding any agreement between you as to how you will share the costs. This means that we will be able to look to one client only or to each of our clients to pay the whole of or any balance of any unpaid fees.
10.2 Instructions are understood to be for the purposes of all of those instructing us. We will act on instructions from any one of those clients unless you instruct us otherwise. Liability to pay our costs is joint (all the clients together) and several (each may be liable for the whole amount).
10.3 If instructions are given on behalf of a client, we are entitled to assume that the person giving the instructions has lawful authority to instruct us. If not, then that person will be liable to us as if they were our client.
- Ownership of Documents
You are entitled to use and copy all documents created by us for you whilst we are retained by you, but only in connection with the retainer for which they are created. All copyright and other intellectual property rights in the documents created by us and related in any way to the scope of our work remain our property. We are free to use the intellectual property in them to give advice to other clients provided we do not breach our duty of confidentiality to you.
- EXCLUSION AND LIMITATION OF LIABILITY
Limitations on our Liability
12.1 We limit our liability to you for claims for breach of contract, breach of duty, negligence and for claims otherwise arising out of or in connection with our engagement or the services we provide, in the ways described below.
12.2 Our liability to you shall be limited to £[3 million] or such higher amount as is set out in the letter accompanying these Terms of Business.
12.3 This liability cap will apply to our aggregate liability to you together with any associated party for whom you are acting as agent in relation to the relevant matter on any basis.
12.4 In addition to the other limitations in this document, where we and/or third parties are responsible for any loss suffered by you, our liability for that loss will be limited to a fair proportion of your total loss calculated by reference to the extent of our responsibility. If you have engaged others to represent or advise you on a matter in which we are involved and you agree with any of them that their liability to you will be limited, in order that our position is not adversely affected by any such limitation of their liability, you agree that our liability to you will not exceed the amount which would have applied in the absence of that limitation.
Third party liability
12.5 If you start proceedings against us for loss or damage and there is another person (for example, another adviser) who is liable (or potentially liable) to you in respect of the same loss or damage, then you will (if we so request) join them into the proceedings. This is subject to any legal prohibition against your joining them in that way.
No claim against individual employees/partners
12.6 We have an interest in limiting the personal liability of employees, consultants and partners. Accordingly you agree that you will not bring any claim against any individual employee, consultant or partner in respect of losses which you suffer or incur, arising out of or in connection with our engagement or the services we provide. The provisions of this paragraph will not limit or exclude the firm’s liability for the acts or omissions of our employees, consultants or partners.
12.7 The provisions of the above paragraph are intended for the benefit of our employees, consultants and partners but the terms of our engagement may be varied without the consent of all or any of those persons.
Limitation on exclusions
12.8 The above exclusions and limitations will not operate to exclude or limit any liability which cannot lawfully be limited or excluded. In particular they do not limit liability for fraud, nor for causing death or personal injury by negligence, nor for negligence in contentious business, insofar as the Solicitors Act 1974 s 60(5) precludes the exclusion of such liability.
- Ending Our Services
13.1 You may end your instructions to us at any time in writing.
13.2 We will be entitled to retain all your papers and documents while there is money owing to us for our fees and any disbursements we have paid on your behalf even in a case where a third party would have been responsible for payment had the matter proceeded to completion.
13.3 We reserve the right to cease acting for you either on a temporary or permanent basis in certain circumstances, where we have good reason to do so, for instance where you do not pay an interim bill or an interim statute bill and/or any disbursements or where you do not make a payment on account requested by us. We are obliged to give you reasonable notice if we intend to cease acting for you.
13.4 If we cease to act for you, we will not incur any liability as a result; we will provide a final account and you must pay our fees for work and expenses incurred up to the time we cease to act, even if the original agreement or understanding had been that we would only bill you on completion of the matter.
- The Consumer Contracts Regulations 2013
Under the above regulations, for some instructions, you may have the right to withdraw if our contract to provide you with legal services is concluded prior to meeting you. This right to cancel without charge will subsist for 14 days after the contract was concluded. Notice of cancellation should be sent by email or fax to the person named in our engagement letter as being the person responsible for the matter.
- Money Laundering Regulations Precautions
15.1 As a professional practice, we are required to comply with this legislation and as such we are required to carry out identity checks and to verify your identity and address and hold such verification. We ask for your co-operation in this regard. If we are unable to complete these checks we will not be able to carry out work on your behalf.
- 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.
15.3 The forms of identification that may be required by us are certified copy passport or driving licence (incorporating photograph and possibly the paper counterpart) and either a utility bill, bank statement or credit card statement showing your home address dated within three months of the start of the retainer. If we meet with you the original documents should be produced and the copies do not need to be certified. When verifying your identity we may use electronic reference agencies to search sources of information relating to you. This will not affect your credit rating. Please note that for corporate clients we will require certified copies of your constitution documents (Certificate of Incorporation, Memorandum and Articles of Association) and the requisite identification, and proof of address, documents for each director.
15.4 On occasion, information and evidence will be required as to the source of any funding. We reserve the right to refuse cash deposits and are unable to accept cash payments in excess of £500. If you circumvent this policy by depositing cash direct with our bank, we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds. The anti-money laundering procedures we operate are for the protection of our clients. In certain circumstances, we are obliged to reveal to the appropriate authorities any suspicions we have of money laundering or other illegal activities. We are prohibited from advising you of any such report we make (known as “tipping off”).
15.5 If you are an off-shore company or if we consider it necessary in all of the circumstances, we will require additional documentation to ensure that it complies with the law on money laundering.
- Cyber Security
16.1 We accept no responsibility or liability whatsoever for malicious or fraudulent emails purportedly coming from us. It is your responsibility to ensure that any emails received by you are genuine, before relying on anything contained within them.
16.2 Please be aware that we do not notify changes to important business information, such as bank account details by email.
- Payment by Credit or Debit Card
In some circumstances we can accept payment of all fees and expenses by Credit or Debit Card. Where the total amount of fees, VAT and expenses exceeds £500 we may add a 2% surcharge to the total transaction value to offset the payment we have to make to the Credit/Debit Card Company for providing you with this service.
- Equality and Diversity
Azarmi & Co. is an equal opportunities employer and we are committed to championing equality and diversity in all of our dealings with clients, third parties and employees.
If any part of these terms of business is held by any Court or competent authority as invalid, the validity of the remainder of these conditions and of the remainder of the provisions in question shall not be affected thereby.
- Acceptance of Terms
Your continuing instructions will amount to your acceptance of these terms of business, including acceptance of electronic verification procedure, as referred to in the Money Laundering section above.
- Investment and Insurance Advice
21.1 We are not authorised by the Financial Conduct Authority (“FCA”). We are regulated by the Solicitors Regulation Authority (“SRA”), which is the independent regulatory arm of the Law Society of England and Wales. If you are unhappy with any investment advice or insurance advice you receive from us you should raise your concerns with the SRA.
Financial Services and Markets Act (“FSMA”)
21.2 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 some limited investment advice services where these are closely linked to the legal work we are doing for you. This is because we are regulated by the SRA, which is a designated professional body for the purposes of the FSMA.
21.3 Our role in any transaction is that of legal adviser and it is not part of our function to give advice on the merits of any transaction in investments. When providing our services we will assume that you have decided or will decide to negotiate or enter into any such transaction solely on the advice you may receive from a person authorised under the FSMA. No communication from us is intended or should be construed as an invitation or inducement to you or to anyone else to engage in investment activity.
21.4 We are not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.
- Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales, and the Courts of England and Wales shall have exclusive jurisdiction over any such dispute or claim.
23.1 As explained in our accompanying engagement letter, if you are not happy with our service or the bill, we hope to be able to resolve the matter to your satisfaction. Details of our complaints procedure are available on request.
23.2 If you have a complaint about our advice or service given to you or our bill, please contact Sally Azarmi in the first instance, who will cause it to be thoroughly investigated and will make a ruling and you will receive a written response. However, if you are not satisfied with our handling of your complaint you may be able to ask the Legal Ombudsman (address: PO Box 6806, Wolverhampton WV1 9WJ, Website: www.legalombudsman.org.uk, Telephone: 0300 555 0333) to consider your complaint.
23.3 Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint.
23.4 Note that the Legal Ombudsman service cannot be used by businesses or most other organisations, unless they are below certain size limits.
22.5 As well as your right to complain about any of our bills under our complaints procedure, you can also apply for the bill to be assessed by the court under Part III of the Solicitors Act 1974, in which case the Legal Ombudsman may not consider your complaint.
23.6 We are regulated by the Solicitors Regulation Authority (“SRA”) and so are subject to the provisions of the SRA Code of Conduct and the SRA Handbook. Copies can be obtained from the SRA website, http://www.sra.org.uk.
- PII Insurance
Under the SRA Indemnity Insurance Rules we are required to take out and maintain qualifying insurance. Details of our insurance are available on request.