client contact
You will be notified of the individuals who will be responsible for the supervision and the day to day conduct of any matter on which you instruct KJD. Other individuals may be involved where this is appropriate and efficient, for example where:-

− the work can be carried out more efficiently and cost effectively by junior members of staff
− input is required from specialist solicitors in other departments
− other special circumstances require (for example sickness and holiday cover).

A KJD partner or associate (the client service contact), whose details will be notified to you, will have overall responsibility for your relationship with KJD. Your client service contact will consult with the other individuals handling your work from time to time to ensure effective co-ordination and quality of service.

instructions
KJD are only able to provide advice to you based on the information and documents provided to KJD. It is very important that you promptly provide to KJD all relevant information or documentation in your possession, custody or control. You must also inform KJD straight away if you become aware of any other information or documents which might have a bearing on the nature of the advice being given. KJD shall be entitled to rely upon any other information provided to KJD, either orally or in writing, from any third party whom KJD believe is authorised by you to communicate with KJD.

KJD will act on matters within the scope of instructions recorded in any engagement letter provided to you, but will not be responsible for any failure to advise on any matter outside of the scope of those terms.

advice
All advice provided by KJD is solely for your benefit and information. It must not be copied, referred to or disclosed to any third party without KJD's prior consent. KJD shall not be under any duty to, nor have any responsibility towards, any other person in connection with that advice. When receiving advice you acknowledge that KJD shall not be under any obligation to update any advice in relation to any events occurring after the advice has been issued in its final form.

tax issues
KJD do not provide advice on tax related issues on any matter unless expressly set out in writing in a separate engagement letter. KJD will carry out all work on the basis that you have taken and will continue to take independent tax advice (including advice on VAT) from a third party, accountant or tax adviser. In engaging KJD you agree that no tax related issues in respect of any matter upon which you instruct KJD shall at any time fall within the scope of KJD's general retainer.

property matters
In relation to any property or land related matters, KJD will not investigate the structure or fabric of any building or the value of any land or building. Accordingly KJD advise that you must engage other appropriate professional advisers to carry out a survey and valuation of the property or land concerned.

money laundering and proceeds of crime
In common with most professional service and finance providers, solicitors are required by law to obtain evidence of identity in respect of new clients (and the owners or directors of new corporate clients). KJD may make enquiries of electronic databases and credit reference agencies as part of this process and may pass on to you any charges incurred. The necessary evidence may also be provided by the provision of a passport or driving licence (to confirm identity) and a recent utility bill (to confirm address). Details of the documents required will be given to you when you first instruct KJD as a new client.
KJD may also ask you to provide information about the funding of a matter or of the costs incurred and may require evidence of the identity of any third party funder or payer.

You may be asked to provide KJD with at least 14 days notice of details of the source of funds to be provided by you before completion of any particular transaction which KJD are acting on. If you do not provide all such information as required by KJD or if the source of funds changes this may result in delays in completion or in KJD declining to act further or at all. KJD will not be liable to you for any loss caused by such action.

Solicitors are also required to report to the appropriate authorities (sometimes without any prior or subsequent notice to you) if they become suspicious that any transaction may involve money laundering or the proceeds of crime. Where KJD has or reasonably believes there is a statutory obligation to report matters to any authority KJD will not be liable to you for breach of confidence or any loss arising from KJD making any such report.

confidentiality and personal data
Any information acquired by KJD in connection with matters conducted on your behalf which is not already in the public domain is confidential and will not be used or communicated to third parties except in accordance with your instructions or as required by law or professional regulations. Where KJD are, with your authority, working with other advisers such as accountants, valuers, bankers, trademark agents etc, you are deemed to have authorised KJD to receive and make disclosure of any such information unless KJD is notified to the contrary.

KJD are registered pursuant to the Data Protection Act 1998 in respect of personal data. Under that Act your consent is required to the processing and supply of certain data. By retaining KJD you authorise KJD to carry out checks (including enquiries relating to directors and other individuals) with credit reference agencies who may keep a record of that search.

limitation of liability
In relation to each matter you instruct KJD on KJD's maximum liability in contract, tort (including negligence) or for breach of fiduciary duty or statute or otherwise shall be limited to £2,000,000 in relation to any event or series of events. Subject to that limit, KJD's liability is also limited to any part of any loss suffered which is proportionate to KJD's responsibility taking into account the extent to which KJD have contributed to the overall loss and the responsibilities of any third parties and any contributory negligence by you.

KJD will not be liable for any losses, liability, costs and expenses arising out of any default or negligence of any third parties which KJD may instruct on your behalf.

You agree that the liability of KJD shall not be increased by any limitation, exclusion or restriction of liability you have agreed with any other adviser or by your decision not to pursue or inability to recover from any other adviser.

The limitations set out above shall apply to the matter on which you have engaged KJD and in the same terms on any further matters unless specifically agreed otherwise with KJD in writing.

The above limits on KJD's liability shall not apply in relation to fraud or reckless disregard of professional obligations by KJD or if prohibited by section 60 of the Solicitors Act 1974.

If you wish KJD to reconsider the level or nature of the above limitations on any particular matter you must discuss this with KJD before proceeding to instruct KJD further.

None of the above terms shall apply to limit or exclude any liability of KJD for death or personal injury due to negligence by KJD.

basis of charges
KJD's charges are based on and will take into account the following:-
− the time spent on the matter
− the importance and value of the matter to you
− the complexity of the matter or the difficulty or novelty of the issues raised
− the skill, labour, specialist knowledge and responsibility involved
− the number and importance of the documents prepared or perused
− the place where and the circumstances in which the matter or any part of it is transacted
− the amount or value of any money or property involved
− whether any land involved is registered or unregistered land.

time recording
KJD operates a computer-based time recording system to identify the amount of time spent on each matter. Each individual has an hourly charging rate, details of which will be provided when KJD are first instructed (unless a fixed fee has been agreed), or are otherwise available on request. All time spent dealing with a particular matter including meetings, travelling, preparation of documents, correspondence and telephone calls is recorded subject to a minimum recording of one tenth of the relevant charging rate.

The time charges incurred will be the principal basis of KJD's fees (unless otherwise agreed in writing by KJD) but may be increased to take account of the principles set out above.

Generally where KJD reasonably determine that work will be required to be carried out beyond normal office hours on any material matter on your behalf an increase of up to 50% of the charging rates may be applied to such periods of work.

Charging rates are reviewed periodically and are subject to change. Any changes during the course of any matter with you will be notified to you.

estimates
KJD are able to provide estimates of the fees which are likely to be incurred for particular items of work or for work up to a particular stage of a transaction or proceedings. It is often difficult to estimate exactly what fees will be incurred as the amount and complexity of work required may be uncertain. Therefore estimates will normally provide a range of fees within which it is estimated that the fee incurred will be likely to fall. Any estimate given is not a firm quote but is a guide only and if it becomes apparent that any estimate will be exceeded KJD will inform you in the meantime.
fixed fees
In appropriate cases KJD will carry out work on an agreed fixed fee basis. Where a fixed fee has been agreed this fee and the work covered by the fee will be recorded in an engagement letter.

If KJD are required to carry out work in excess of or different to that specified in the engagement letter the fees for that additional work will be charged at KJD's then applicable standard hourly rates.

taxation, assessments and certificates
The Solicitors (Non-Contentious Business) Remuneration Order 1994 and the Solicitors Act 1974 contain provisions which entitle clients in certain circumstances to have their costs reviewed. For non-contentious work (generally non-court work) a request can be made, subject to certain conditions, for a remuneration certificate from the Law Society in respect of a bill of costs or for the bill to be assessed by a Court. Any request for a remuneration certificate must be made within one month from the date of delivery of the invoice. For contentious work (generally court, employment tribunal and land tribunal work), subject to certain statutory conditions, you can apply for a bill of costs to be assessed or taxed by a Court.

contentious matters
You will always be personally responsible for all fees incurred in dealing with contentious matters regardless of any court order or award of costs made against another party.

Where a court order for costs is made in your favour (either at the end of or during a case) it will rarely cover the whole of your costs. Also the other party may not necessarily be able to pay you the amount ordered or any amount. If your opponent is legally aided you may not recover your costs even if successful in the proceedings. If your claim or defence is unsuccessful it is likely that you will have to pay all or a contribution to your opponent's costs as well as your own. It may be possible in certain circumstances to obtain insurance cover for these risks (see further below).

KJD are willing to discuss the possibility of acting under conditional fee agreements in certain types of cases. These agreements usually operate so that you do not have to pay some or all of KJD's costs unless a particular settlement or conclusion is achieved (although you will usually be expected to pay disbursements). If achieved KJD will be entitled to charge a success fee in addition to KJD's normal charges.

Where you wish KJD to consider acting under a conditional fee agreement KJD will need to undertake a detailed review of the case and its prospects of success. This may incur a fee. If following that review KJD agree that the matter is one which KJD is prepared to undertake on a conditional fee basis, the appropriate terms will then be discussed and recorded in a separate engagement letter.

insurance
You should always consider, particularly in relation to contentious matters, whether your legal costs or potential legal liability might be covered by an insurance policy.

For private clients, home insurance or motor policies may incorporate legal fees insurance. Some insurers offer corporate clients legal expenses insurance and membership of a work association, trade union or professional body may also provide insurance for or assistance with legal advice.

For contentious matters, it may be possible to obtain insurance cover both in relation to the risks of having to pay an opponent in court proceedings and for your own legal costs.

disbursements
KJD may occasionally have to incur expenses and make payments to third parties (disbursements) which are refundable by you at cost. These may, for example, include search fees, filing and registration fees, court fees, stamp duty and stamp duty land tax, enquiry and trademark agents, counsels fees, foreign lawyers fees, computerised legal research, delivery expenses, telegraphic transfer and CHAPS fees, travel and accommodation expenses. Disbursements are usually billed as they are incurred and are payable by return.

vat
Value added tax at the rate applicable when a service is provided is payable in respect of KJD's charges and some types of disbursements. All figures quoted by KJD including charging rates, estimates, fixed fees etc are exclusive of VAT.

counsels fees
In certain circumstances it may be appropriate to instruct a barrister (Counsel) to advise on a particular aspect of a matter. Counsel's fee notes will normally be endorsed with your name and you will be asked to provide cheques payable direct to Counsel. In these circumstances the fee note operates as your VAT invoice.

You will usually be asked to provide payment of Counsel's fees in advance of instructions or a brief being delivered to Counsel by KJD.

If a written opinion of Counsel is given on any matter on which you instruct KJD you authorise KJD to retain a copy of that opinion centrally for internal purposes.

internal expenses
KJD make a reasonable charge for internal expenses such as photocopying, facsimiles, international call charges, use of specialist research facilities (LEXIS/NEXIS) and similar expenses which are recorded by reference to each particular matter.

payments in advance
KJD may require you to make payments in advance on account of KJD's costs and disbursements at the beginning and also at any stages or time during the course of a matter.

If any payment on account is not made when requested, KJD reserves the right to either suspend the carrying out of any further work on the matter, limit the extent of any work KJD may agree to undertake or cease to act and terminate the engagement on the matter with you.

Funds paid to KJD on account may be transferred in payment or part payment of costs and disbursements at any time on or after they are invoiced or incurred by KJD.

payments on account
At intervals during the conduct of a matter KJD may deliver bills on account of the total costs, which have been incurred, but these will be taken into account in the final bill.

interim billing
KJD may deliver interim bills for costs expenses and disbursements calculated up to a specified date on a monthly or other basis. Any interim bill submitted is the only and final bill for the charges and expenses incurred in the period to which it relates.

payment terms
KJD bills are payable by return in the absence of any other special arrangements agreed in writing by KJD.

In the event of any bills being overdue KJD reserve the right to suspend work and/or decline to continue to act for you at any time both in respect of the matter to which any unpaid bill relates and any other matters generally.

Until payment is received for all outstanding bills KJD may exercise a lien or charge over property belonging to you which has come into KJD's possession in the course of KJD's engagement. Property over which the lien operates includes share certificates, company records, money in client account, documents of title and other papers belonging to you and KJD's files of papers and documents.

interest
KJD reserve the right to charge interest on unpaid bills at the rate equivalent to that payable on judgment debts calculated from one month after the date of receipt of the bill.

commission received
Unless otherwise agreed KJD will account to you for the whole of any introductory or other commission received by KJD (for example from stockbrokers, insurers etc) in respect of any of your business.

third party rights
The existence of a retainer with you and the provision of advice under it shall not create or give rise to any rights in favour of any third party against KJD. Accordingly the application of any relevant legislation at any time purporting to confer any such rights shall be and is hereby excluded to the fullest extent permitted by law.
Any advice given by KJD is for your benefit only and may not be relied upon by any third party. You agree not to make KJD's advice or work available to any third party without KJD's prior written consent.

communication by email
KJD will communicate with you by whatever means KJD consider most appropriate which may include communication by email.

While KJD take reasonable steps to try to identify any software viruses, any document or attachments may nevertheless contain viruses which our anti-virus software has failed to identify. You should therefore carry out your own virus checks before opening any documents.

KJD do not accept any liability for damage caused by computer viruses emanating from any attachment or other document supplied by email, computer disc or similar media. If there is any reason why you do not wish KJD to communicate by a particular method you must notify KJD in writing of this.



client funds
Where KJD hold any money on your behalf it will be deposited in a client account with a bank or building society.

KJD will account to you for interest on money held in KJD's client account where the amount of interest is £20 or more, in which case, the full amount accrued will be paid.

KJD will not be liable for any loss incurred by you in relation to any error, mistake, failure or insolvency of any institution with whom funds held or received by KJD on your behalf are deposited in a client account.

Except where money is held by KJD for you for a specific purpose it may be applied by KJD in payment of or towards any disbursements incurred on your behalf or any bills which are due on any matter on which KJD is retained by you.

financial services
KJD is not authorised by the Financial Services Authority. However, KJD is included on the register maintained by the Financial Services Authority so that KJD can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of KJD's 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 www.fsa.gov.uk/register. 

conclusion of engagement
You may terminate instructions to KJD in writing at any time. KJD may only terminate its engagement with you where KJD has good reason (for example if KJD were not provided with proper instructions when requested or bills remain unpaid). KJD will give you reasonable notice in these circumstances. Following any termination, you will remain liable to pay all fees, disbursements and expenses accrued up to that time.

When KJD's engagement with you has been concluded, either because the work has been completed or upon earlier termination, KJD will not owe you any continuing duty of care and will not be responsible for advising you of future time limits or events arising out of the engagement. KJD will normally record the conclusion of the matter in a disengagement letter to you.

anti-discrimination
KJD acknowledges its legal obligation in all areas of work KJD undertake to offer equal access to legal advice to all persons irrespective of disability, race, racial group, colour, ethnic or national origin, nationality, gender, marital status, religion or belief, sexual orientation or age.

storage of documents
From the conclusion of your instructions KJD will store the files free of charge for a period. KJD will let you know the period in writing as this varies according to the type of work which has been carried out. Files relating to debt and agency matters will generally only be retained for a maximum period of 3 years. If you wish a file to be sent to you at the end of the relevant period (rather than being destroyed) you should let KJD know in writing at least two months before the end of the storage period. KJD may but are not obliged to issue reminders.

Upon the conclusion of each matter KJD will write to you to confirm the file destruction date. Given the number of files KJD retain in storage it is not KJD's policy to issue further reminders. The file will therefore be destroyed on the date prescribed unless KJD are notified to the contrary at least 2 months before the destruction date.

KJD routinely store on clients' behalf files, title deeds, wills, probates, share certificates and other documents free of charge but accept no responsibility or liability arising out of such storage and have no duty of care to give advice to clients in respect of any documents stored.

non-solicitation of staff
You shall not during the course of any individual retainer or within a period of 6 months of the conclusion of that retainer seek to solicit the employment of any of KJD's partners or employees (in whatever capacity) without KJD's prior written consent.

intellectual property rights
You will have the full right and licence to distribute copies of materials KJD create for you within your own organisation in relation to the particular matter for which they were drawn up. However, all copyright and other intellectual property rights in all documents, reports, written advice or other materials provided by KJD to you remain with KJD. If you wish to distribute copies of these materials outside your own organisation you must obtain KJD's prior written consent.

quality assurance
KJD are both Lexcel (the Law Society's Practice Management Standards) and IIP (Investors in People) accredited.

As part of KJD's commitment to providing a high quality service KJD may from time to time be subject to external quality assessment audits which require access to client files which would otherwise be confidential. Terms of engagement with KJD are accepted on this basis. If you do not wish any of your files to be subject to this quality assurance process you should write directly to KJD.

KJD routinely carry out quality and service reviews on KJD's work. If at any time you want to discuss with KJD how KJD's services could be improved or if you are dissatisfied with any aspect of KJD's service, you should bring this to KJD's attention.

KJD operate a complaints handling procedure to ensure that all complaints registered with KJD are dealt with quickly and objectively.

If you have any concern with regard to any part of KJD's services which cannot be resolved with the solicitor at KJD dealing with you, then you should speak to your designated client service contact.

If the concern cannot be resolved at that stage it will be referred to the relevant head of department and then to KJD's Complaints Partner who is ultimately responsible for dealing with client complaints.

If for whatever reason the problem still cannot be satisfactorily resolved then you may refer the matter to The Law Society Legal Complaints Service ("LCS"). KJD will provide details of the LCS on request.

conflicts
If a conflict of interest arises at any time between your interests and the interests of KJD or any other client of KJD we will contact you to consider the position. If KJD determines that it must cease to act for you you will be informed of this and KJD at your request will provide assistance to you to find another firm of solicitors to take over the matter for you. You will be responsible to KJD for all costs incurred prior to the engagement by you of any new solicitors in relation to the matter.

KJD publications
All publications and circulars issued by KJD from time to time are subject to the following conditions.

The purpose of KJD publications and circulars are to provide only a preliminary introduction to the relevant subject matter. They are not intended to be an exhaustive explanation of the law or to be acted or relied upon as advice in any particular circumstances. Separate advice should always be obtained in any particular case.

Any statement of the law in any publication or circular is as it was at the edition date of the publication or circular and is subject to change at any time.

KJD does not accept any liability for any loss including without limit either direct, indirect or consequential loss arising from the use of any of its publications or circulars or any of their contents.

Clients should obtain from KJD an update when referring to any publication or circular at a later date.

KJD publications and circulars are intended only for established clients of KJD and are confidential to them. Any other person should consult their own solicitors with regard to their subject matter.

Copyright in all KJD publications and circulars belongs to KJD and no part of any such publication may be reproduced without KJD's written consent.

applicable law
These terms shall be governed by and interpreted in accordance with English law and you and KJD agree to submit to the exclusive jurisdiction of the Courts of England and Wales all disputes in relation to them except to the extent that KJD in its absolute discretion invokes the jurisdiction of the courts of any other legal jurisdiction.

entire agreement
These terms together with any relevant engagement letter and schedules issued with it set out all the terms agreed between you and KJD in relation to the services which KJD are to provide. Any modifications or alterations to them are only effective where agreed in writing by KJD.

force majeure
If as a result of circumstances beyond our reasonable control KJD are unable to provide services to you, then KJD will notify you accordingly and KJD's retainer will thereby terminate. In such circumstances KJD shall not incur any liability as a consequence of such termination.
41. waiver and invalidity
Any delay or failure by KJD to enforce any of these terms or those set out in any engagement letter shall not be a waiver of any of those terms.

Where any of the terms referred to above are unenforceable or invalid this shall not affect the validity of any of the other terms which shall continue to be binding.



© KJD
October 2009

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