Fox & Partners Solicitors LLP (“the LLP”, “we” or “us”) is a limited liability partnership incorporated in England & Wales under the Limited Liability Partnerships Act 2000 and registered under number OC416817. We use the word “partner” to refer not only to a member of the LLP but also to an employee or a consultant with equivalent seniority and qualifications. Our use of the word “partner” should not be construed as indicating that any person is carrying on business with others for the purposes of the Partnership Act 1890. We use the titles “director” and “senior associate” to refer to senior employees of the LLP. Directors and senior associates are not members of the LLP.

We are solicitors practising in the City of London under the name “Fox & Partners”. We aim to carry out legal work to high professional standards in terms of client care and the exercise of competence, skill and diligence. This document, our email confirming the first meeting on a matter and our engagement letter set out the terms of the contract between our client and us and will apply unless otherwise agreed in writing signed by a partner referring expressly to these terms of business. No consent of any third party shall be required for any variation in the terms of the contract between us and our client. These terms of business take effect on receipt by our client and shall supersede any earlier terms of business.

1.     first contact

At an early stage we seek a general overview of the matter on which we are being consulted and the precise nature of our client’s objectives. We make it clear if we are unable to take the matter further, for example, because we are able to identify a potential conflict of interest or because the work falls outside our area of expertise.

Standards of service are discussed at the outset and we seek agreement as to how and when our advice is to be communicated. We aim to communicate in plain English.

Our client agrees to provide us promptly and on a continuing basis with accurate and up-to-date information to help us to comply with our professional, commercial and legal obligations (including, for example, complying with the Money Laundering Regulations and identifying actual and potential conflicts of interest) and will at all times (whether during or after termination of this agreement) whilst obligations remain to be performed under the terms of our retainer keep us informed of his or her address, email address and telephone number(s).

Our client agrees not without our prior written consent to make a recording of a meeting or telephone conversation with us. We are generally willing to write to our client confirming advice but attendance notes of such meetings are made only for our own use and we do not provide copies other than at our discretion.

We always wish to meet new clients at our office at the earliest opportunity in order to discuss and agree the terms of our retainer. At times this may not be feasible and a video or telephone conference call will be arranged in place of a face-to-face meeting. Sometimes it is necessary for us to undertake initial work before a meeting is practicable. In any event, our retainer shall be regarded as having been concluded at our office at 3rd Floor, 8 Frederick’s Place, London EC2R 8AB. Once we have started work on a file, our client may be charged for the work we have done if instructions are subsequently varied or terminated.

In the normal way, our retainer will be concluded at our office at 3rd Floor, 8 Frederick’s Place, London EC2R 8AB. Exceptionally if a new client asks us for a meeting at a location other than our office, our retainer may come into existence at that location and the client will in those circumstances have a statutory right to cancel our retainer within 14 days after the date of the initial meeting. In this situation, a new client who has asked us to commence work during the 14-day cancellation period will in any event be charged for the work we have done during that period, including but not limited to our agreed charges for the initial meeting. Any request for us to commence work during the cancellation period should be made by the client in writing (either by email or letter). A client wishing to cancel our retainer can do so either by completing the Model Cancellation Form for Off-Premises Contracts (available on request by telephoning 020 7618 2400 or by emailing our Compliance Officer for Legal Practice, Dean Fuller at dfuller@foxlawyers.com) and sending the completed form to him within the cancellation period or by giving him notice in writing within the cancellation period of a wish to cancel the retainer.

The law on limitation periods may be relevant to claims in a Court or Employment Tribunal. Some examples are:

  • 3 months (less 1 day from the effective date of termination of employment) for unfair dismissal;
  • 3 years for personal injury;
  • 6 years for breach of contract and tort claims (other than personal injury, latent damage, defamation or actions under the Consumer Rights Act 2015);
  • 1 year for defamation; and
  • 12 years for breach of an obligation in a deed.

In each case the period runs from the date on which the cause of action occurred. There are numerous technical rules which apply to the calculation of limitation periods. Delay in commencing proceedings may mean that our client is unable to recover interest or costs, or even that a right to make any claim is lost. In certain cases a limitation period may be extended.

2.     timescale and fees

We discuss timetables and deadlines so that we stay on track. All of us at Fox & Partners do our best to progress legal work efficiently and cost-effectively. Sometimes the pace of progress will be determined by factors outside our control, for example, a third party, other advisers, the Court or the Tribunal.

When practicable we provide a firm estimate of the costs involved in a specific piece of legal work; in those cases, we state clearly that the estimate is intended to be binding. When the nature of the work makes it impracticable to give a firm estimate, we suggest a working budget on the basis of our experience of similar work. When relevant we refer specifically to the costs of counsel, foreign lawyers or experts with whom we anticipate working. By agreeing to our engagement letter and terms of business our client thereby authorises us at our client’s expense to instruct counsel, foreign lawyers or experts and to incur other disbursements as we consider appropriate and on terms which we consider reasonable. Whenever time allows we will endeavour to seek our client’s approval prior to instructing counsel, foreign lawyers or experts on their behalf.

Our aim is to review progress and budgets each month and to let our client know in writing if any estimate or budget needs to be revised. We endeavour to obtain consent before exceeding an agreed estimate or budget. We monitor the cost-effectiveness of the strategies which we have agreed with our client in the light of developments and changes to law and practice.

The starting point for calculating our fees is the time spent by us working on our client’s file (which we record in units of 6 minutes) including time engaged in:

  • preparing for, making and receiving telephone calls and attending meetings with our client and others in relation to the matter;
  • reviewing and responding to communications and papers sent to us;
  • researching the legal position and factual background;
  • preparing and checking letters of advice, documents and our own file notes;
  • travelling to and from meetings;
  • keeping clients up-to-date with progress;
  • filing documents at Court or Tribunal and undertaking other administrative tasks; and
  • attending Court or Tribunal hearings.

In addition, our fee notes include disbursements paid or payable on behalf of a client (such as counsel’s fees) and (where applicable) VAT. Where we copy or print high volumes of papers, (for example, to produce bundles for a hearing), we may make a charge or charge as a disbursement the cost of using an external service provider.

If a matter is urgent and we have to incur additional expenses for staff and lawyers (for example, working overtime and during weekends in order to provide an effective service to clients), we may charge such expenses as an additional item in our fee note to our client.

If for any reason a matter does not progress or complete as anticipated, a charge will nonetheless be made in respect of the time expended by us, disbursements and VAT.

We add VAT to our charges at the applicable rate. Currently this is 20%. Our VAT registration number is GB 268 2509 82.

3.     dispute resolution

Although we aim to help clients avoid litigation, sometimes there is little choice. To enforce or protect legal rights, it may be necessary for our client to start or defend legal proceedings. Litigation is expensive, stressful and time-consuming.

Fox & Partners does not undertake legal aid or other publicly-funded work. We do not accept instructions on a conditional fee or contingency fee basis. We will not enter into damages-based agreements. We do not act for clients wholly or partially funded by legal expenses insurance or by a trade union. We do not share fees with third parties who introduce clients to us or pay commissions for referrals.

We encourage clients to check and discuss with us whether their legal costs might be wholly or partly covered by a group membership or by insurance, either by a specific legal expenses policy or by an extension to another policy (such as Directors’ and Officers’, household, motor or credit card insurance), or by a litigation-funding organisation. A client’s liability for costs (whether our client’s own or another party’s) may be payable partly or wholly by a third party. Sometimes it is possible to cover liability for costs by specially purchased after-the-event insurance. We ask a client who wishes us to explore this possibility to notify us at the outset of any matter. Some lawyers are willing to undertake work on a conditional fee or contingency fee basis or to act for clients funded by legal expenses insurance or by a third party. We may be able to make suitable introductions. Legal advice can be obtained free of charge from organisations such as Support Through Court (formerly PSU), the Citizens Advice service, the Free Representation Unit, Protect (formerly Public Concern At Work) and trade unions.

We do our best to give prompt and helpful legal advice. It is impossible to avoid the risk that another lawyer – or a court or tribunal or arbitrator – will disagree with our views. Doubt may be thrown on the correct construction of a contract, or statutory provision or item of evidence which we consider clear. A key witness may perform badly on the day or new and unhelpful evidence may come to light at a later stage. The way in which existing law is applied by a judge at first instance or on appeal may depart from previous case law. If judgment is given in favour of our client, the other side may decide to appeal to a higher court which could lead to further hearings, delay, uncertainty and additional expense for our client. Even if we consider that a client’s case is very strong, success in litigation can never be guaranteed. The fees we charge are not affected by the outcome of a case.

In some circumstances, for example, if our client issues court proceedings and wins the case, another party may be ordered to pay our client’s costs. If no agreement about the amount of the winning party’s costs can be reached, the amount to be paid to our client will be decided by the Court. It is very unlikely that our client will recover all of their costs. It may be that the amount of costs which our client is able to recover will be significantly less than the costs our client incurs. The other side may not be willing or able to pay what the Court orders. It should be assumed that costs of seeking to enforce any order for costs against another party will be payable by our client.

Regardless of any order for costs made against another party, our client will be responsible for payment of our costs (including the costs of third parties instructed by us on behalf of our client). If there is any shortfall in recovery from the other party, our client will be liable for the balance of our charges and expenses. Where an order for costs is made in our client’s favour, interest may be claimed from the date on which the order was made. To the extent that any of our costs (including disbursements and VAT) have not been billed, or if billed have not been paid, we will hold the benefit of any costs recovered (including any recovered interest on costs) on account of or in satisfaction of the costs due to us. Any costs recovered from a third party will be applied first against any unpaid fees, disbursements and VAT before we account to our client for the balance.

In addition to bearing their own costs a client who is unsuccessful in a court case may be required to pay the other side’s costs. The Court may make a summary assessment of costs immediately following the hearing which usually requires a losing party to pay costs to the other side within 14 days.

Save in certain circumstances where standard costs consequences follow (for example, in relation to offers made pursuant to Part 36 of the Civil Procedure Rules), the Court has discretion in making costs orders. The Court will have regard to all of the circumstances of the case including the conduct of the parties and whether a party has acted reasonably and incurred costs proportionately. The general principle that the loser pays the winner’s costs does not always apply in practice.

Disputes before tribunals or which are submitted to arbitration or other forms of dispute resolution may involve additional and/or irrecoverable costs. The rules relating to costs are different in the Employment Tribunal. Only in a rare case will the Tribunal award costs to the successful party. Usually each side is liable to pay its own costs in Tribunal proceedings.

We review with clients, both at the outset and as a case progresses, whether the likely outcome of our involvement in the conduct of negotiations or litigation (including the risk of our client having to pay the costs of another party) justifies the expense and risk involved. As evidence comes to light or fails to materialise or as a result of actions taken by the other side, our opinion of the strength of a client’s case may alter. Once legal proceedings have been commenced there is a risk that litigation may be taken to a hearing and then to an appeal. A party may not be able to withdraw without paying the costs incurred by the other side in addition to its own costs.

During the course of a case, negotiations with a view to settlement may take place. Generally, time limits are not extended by such negotiations. An offer can usually be withdrawn or modified before it has been unconditionally accepted, even if a statement has been made that the offer will be kept open for a certain length of time. In some circumstances, for example, where an offer is made in Court proceedings pursuant to Part 36 of the Civil Procedure Rules the Court’s permission to withdraw an offer may be required.

We advise on mediation and other forms of alternative dispute resolution which may sometimes be more appropriate than litigation, arbitration or other formal processes. A party who does not attempt mediation may be penalised by a court when costs are being considered.

A settlement agreement and an agreement settling litigation should, as a general rule, only be signed on the assumption that following signature no claim can subsequently be brought by our client against other parties to the agreement or against associated persons.

We recommend that our client investigates and keeps under review the ability of any other party to a dispute to satisfy any judgment which may be made; this is not a task which Fox & Partners is able to undertake. It is the sole responsibility of our client to investigate the honesty and good faith of a party with whom our client does business.

4. payment

It is the policy of Fox & Partners to seek a payment generally on account of costs and disbursements from our client at the outset of a matter, as it develops and before completion. We do not accept payments generally on account of costs from third parties. We do not provide banking facilities to clients or third parties. Payments into, and transfers or withdrawals from a client account must be in respect of the delivery by us of regulated services.

We always ask for money generally on account when we incur liability to a third party for a significant amount, for example, when instructing counsel. Such sums are paid into a separate client account at our bank. Full details of this bank account are available on request. We are unable to accept responsibility for any loss which may be suffered as a result of the failure of the bank to repay money deposited with the bank but our client may be protected under the Financial Services Compensation Scheme up to £85,000 in total across all personal and business accounts held with the bank/banking group.

Our policy is to pay an amount of interest on a specific balance corresponding to the interest which we receive from our bank (which might not be as much as our client would have received when investing a particular sum for a particular period) only when that amount of interest exceeds £50. There are strict rules and procedures which apply to money held by solicitors on client account.

We will offset monies on account of costs and disbursements against the invoices that we send our client from time to time and the final invoice. We transfer money from client account to office account when money is paid by us on a client’s behalf or when we render a fee note.

When we are instructed to prepare or advise on an agreement which provides for the payment of money by a third party for the benefit of our client, we reserve the right to require that the payment is made payable to the client account of Fox & Partners; we shall be entitled to take over sums to discharge our client’s liability to us before accounting to our client for the balance.

Our fees normally exceed sums paid to us generally on account. Unless expressly agreed otherwise, we render interim bills to clients, usually on a monthly basis. By acknowledging receipt of our engagement letter and agreeing to the terms therein and our terms of business, our clients agree to accept delivery of our bills by email. A hard copy will be provided on request. Such bills are technically “interim statute final bills” and give rise to a legal liability; they are not merely requests for payment on account.

Our fee notes are payable in sterling in full on first presentation without counter-claim, deduction or set-off (whether by reason of a complaint or otherwise) and our charges are calculated on that basis. Payments are sent to us at the risk of the sender and should always quote the number of any fee note in respect of which payment is being made. Bank charges and currency conversion costs are for the account of our client.

Our policy is not to accept or make cash payments. Payments due to our clients will not be paid to a third party; such payments will be made by bank transfer or otherwise by cheque payable to our client and delivered at the risk of our client.

If we do not receive a payment generally on account which we have requested, or if a fee note rendered by us is not paid promptly, we shall be entitled to retain any money, papers and other property in our possession or under our control pending payment of our costs, to charge interest before as well as after any judgment, and on reasonable notice in writing to our client to suspend or terminate the provision of our services and the services of third parties instructed by us on behalf of our client. For this purpose interest will be calculated on the amount outstanding at the rate for the time being applicable to judgment debts (which has been 8 per cent. p.a. since April 1993) accruing daily with annual rests from the date on which our fee note was dispatched until the date on which we receive payment in full.

If a fee note remains unpaid and we decide to commence legal proceedings against a client in order to recover the sums owed to us, then we will be entitled to recover from the client, on a full indemnity basis, the legal costs that we incur in connection with those proceedings at our standard hourly charge-out rates, together with all disbursements (including the fees of counsel and any overseas lawyers engaged by us in our attempt to recover payment), and VAT.

5.     termination

Our client may terminate this agreement at any time by giving notice in writing.

We may only terminate or suspend this agreement (and the services of third parties instructed by us on our client’s behalf) for good reason (in which case we will not be obliged to complete all of the tasks referred to in our engagement letter), for example if:

  • our client does not pay one or more of our fee notes;
  • our client does not make an advance payment promptly when this has been requested;
  • our client fails to provide instructions or comply with our reasonable requests for information within the timeframes stipulated by us in relation to any matter concerning our client’s case;
  • a risk of conflict of interest or actual conflict of interest arises which in our opinion prevents Fox & Partners from continuing to act or makes it undesirable for Fox & Partners to continue to act;
  • a situation arises which in our opinion would or might result in a breach of a professional rule or a duty to the Court;
  • our client does, or requests us to do, any act which would involve the commission of a criminal offence or is unethical;
  • our client dies or becomes bankrupt or incapable of instructing us;
  • in our opinion there is a breakdown of mutual trust and confidence between our client and us;
  • it becomes apparent to us that our client’s case has no reasonable prospects of success; or
  • we consider that it has become in our client’s best interest for our client to instruct another firm.

Whenever practicable, we will terminate or suspend our retainer under the terms of this agreement only after giving reasonable notice in writing. The precise length of the notice will depend on the circumstances.

Termination by our client or by us will not affect our right to payment for work done. We will send our client an invoice for any remaining work which is unbilled at the date of termination. We will be entitled to retain all of our client’s property in our possession, papers and documents while there is money owing to us.

6.    third parties

Frequently we are instructed by a client that a third party will be responsible for all or part of our fees. We accept such instructions only on the basis that our client will meet any liability for fees which for any reason are not paid promptly by the third party.

Our client will be responsible for paying our costs in full (including the costs of others instructed by us on behalf of our client) regardless of any order which may be made against an opponent. If a Court or Tribunal orders us to pay costs because of the way our client has instructed us to conduct litigation (because we have not been put in funds, because we have not been given instructions which are adequate, timely and properly authorised, or for any similar reason) our client will, on demand, reimburse us by paying us an amount corresponding to those costs (including any VAT which we are not entitled to recover).

The advice we give is confidential and for the exclusive use of our client; it must not be passed on to others without our prior written consent. Our client may not assign or transfer all or any part of the benefit of, or our client’s rights and benefits under, the contract between our client and us. We accept instructions from our client on the basis that the services provided by us are provided solely for the benefit of our client. Except where we agree otherwise in writing, we do not accept responsibility to anyone other than our client for the advice we give. Save in relation to members, employees, consultants or agents of Fox & Partners, no third party rights are created by this document or our engagement letter in the absence of our express agreement to the contrary. No person who is not a party to the contract between our client and us shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of the contract, but this does not affect any right or remedy of a third party which exists or is available other than under that Act.

Legal professional privilege may apply to protect communications between solicitors and their clients from disclosure obligations. Legal professional privilege can be lost if advice is circulated to third parties. Where we supply information to clients, that information must not be used by our client in a way which infringes our rights or the rights of any third party or contravenes any law, rule, regulation or obligation. Our client will be responsible for ensuring that privilege attaching to information (including professional, litigation and common interest privilege) is preserved.

If at a future date Fox & Partners becomes a company or merges with another law firm, we shall be entitled to transfer the agreement which we have with our client to the successor firm together with our client’s papers and any money which we are holding on client account on behalf of the client. The successor firm will assume all our rights (including without limitation the right to invoice work-in-progress and the right to receive fees) and all our obligations (including without limitation continuing work we have agreed to undertake). In such event, our terms of business together with our engagement letter will govern the relationship with our clients as though the successor firm were a party.

7.     keeping in touch

We keep clients informed about the progress of work undertaken on their behalf. We send our clients copies of relevant correspondence so that clients see how we are dealing with their affairs and can control costs.

If we act for several clients on a single file, costs can be saved if one client agrees on behalf of the group of clients to give us instructions, with our consent to pass on our advice and to keep each client fully informed about progress and developments; the client giving us instructions must obtain the written authority of each member of the group to do so. Each client remains jointly and severally liable for our fees, disbursements and VAT.

Where we act (or have acted) for more than one client in associated matters – for example, two partners in the same firm or two employees of the same employer – there is a risk of actual or potential conflict of interest. We will only act when current clients have been made aware of the risks, clients have a substantial common interest (and we are satisfied it is in their best interests for us to act), when the risk of an actual conflict is not in our view significant and when the clients have given their informed consent.

Whenever we act for more than one party in the same or any connected matter, each party gives his or her consent to our so acting on the basis that:

  1. we have informed each of our clients that we believe that there is no actual or significant conflict of interest preventing us from acting;
  2. our clients are not under any obligation to respond to or implement our advice in the same way;
  3. each client may communicate with us in confidence. We have a duty of confidentiality to all our clients and, as a pre-condition of accepting a retainer, each of our clients agrees that we shall have no duty to disclose information that we may learn or have learnt while acting on behalf of another client. Our client also consents to our acting for new and existing clients notwithstanding that we may possess information relating to our client which is material to another client; and
  4. in each case, where confidential information held on behalf of one of our clients is material to another client, the confidential information can be protected.

In such cases our duty of confidentiality will always override our duty of disclosure. Rigid information barriers are impractical in a firm of our size. In certain circumstances, we may suggest that a client instructs another firm of solicitors.

We may not accept instructions from two or more clients in the same or any related matter where there is a conflict, or a significant risk of conflict, between the interests of those clients. Should a conflict arise, we shall discuss the matter with our clients with a view to resolving the conflict. If we cannot resolve the matter, it may be necessary for us to cease acting for one or all of the clients involved. Our client agrees that in such circumstances, this will not prevent us from acting for another client involved in the matter giving rise to the conflict provided that any confidential information belonging to our former client is protected.

Each of our lawyers and support staff has an individual email address within the @foxlawyers.com domain.

Cybercrime often involves fraudulent communications appearing to come from solicitors. We encourage the use of email for all purposes including the provision of legal advice, the delivery of documents and the submission of fee notes. We proceed on the basis that clients have consented to communication by unencrypted email unless we are expressly instructed otherwise in writing. We endeavour to communicate in the manner our clients request but in the absence of written agreement to the contrary we shall not be required to encrypt, password-protect or sign digitally any letter, email or attachment.

The security of emails cannot be guaranteed although we do, of course, have what we regard as suitable cyber security protection in place. Our client should be particularly careful not to rely exclusively on emails purporting to come from us which provide bank details for payments. We ask clients to telephone Fox & Partners to verify emails purporting to come from us whenever the content of an email gives rise to uncertainty as to its authenticity and always when an email actually originates from an email address which differs from the email address from which our previous communications have been sent, particularly an email address showing a domain name other than foxlawyers.com. Money should never be sent to any bank account other than that specified in our engagement letter or fee note; any request to do so should be promptly reported by telephoning a partner at Fox & Partners known to our client. All changes to bank account details (whether provided by us, by our client or by a third party) and changes to contact information (whether of ourselves, of our client or of a third party) should be confirmed in writing and verified by way of a live telephone conversation between persons known to each other. If a client provides us with details of a bank account to which money is to be sent by us, details should be provided by email and verified by a telephone call to a partner at Fox & Partners known to them or to Graham Westwood (who is our Compliance Officer for Finance and Administration) to confirm relevant details. This procedure will reduce the risk of money being sent to the wrong account whether inadvertently or by the deliberate intervention of a fraudster.

Whilst we have installed an industry-standard firewall, we cannot guarantee the security or freedom from viruses, malware or other forms of infection of email or any other form of communication. We recommend that when communicating with us our client uses only personal computers, email accounts, telephone lines and mobile telephones to which our client alone has access. It is particularly unwise for an individual client to communicate with us using a computer, email account or mobile telephone which has been provided by our client’s firm or employer.

We may communicate with each other, and with other parties with whom we need to communicate in order to provide services to our client, by email, sometimes attaching further electronic data. By engaging in this method of communication we and our client accept the inherent risks (including the security risks of interception of or unauthorised access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful software). Notwithstanding that we have reasonable virus-checking procedures on our systems, our client will be responsible for virus-checking all electronic communications sent to us or to any third party. Our client will also be responsible for checking that messages received are complete. In the event of a dispute, neither our client nor we will challenge the legal evidential standing of an electronic document and the Fox & Partners system shall be deemed the definitive record of electronic communications and documentation.

Our policy is to provide an explanatory email autoreply or voicemail greeting if a member or employee of the LLP is away from the office for more than one business day. The secretary of the lawyer responsible for a particular file will always endeavour to assist in the lawyer’s absence.

Our office is normally open for business, on weekdays when banks are open for business in the City of London, from 9.30 a.m. to 5.30 p.m. Our lawyers provide mobile telephone numbers for communications during and outside these times. These numbers are also shown on our website. Our office is closed between Christmas Day and New Year’s Day.

8.     client responsibility

We look to our clients to provide us with clear, timely and accurate instructions.

To enable us to advise on the law and to act effectively we require our clients to provide us promptly with all of the relevant documentation and other information. We rely on our client to ensure, unless we are told otherwise, that all items of information and documents provided to us are and will remain true, accurate and complete in all material respects and are not misleading in any way, that they have not been varied by subsequent documents or by conduct, that they have been duly signed by all parties and that they have been exchanged or delivered in the form provided to us so as to create legally binding obligations. We advise on the basis, unless we have been otherwise informed in writing, that the documents provided to us in the course of a matter constitute the entire agreement between the relevant parties and that we have been provided with all relevant information to enable us to advise accurately. We ask clients to tell us if another firm has been instructed on the same matter and to supply us with the advice given by that firm.

Where our client is an organisation (such as a company, limited liability partnership, trust or charitable organisation) although we are happy to speak to more than one individual within the organisation, experience has demonstrated that it is most time-efficient and cost-effective for us to receive instructions from, and give advice to, a single individual who is authorised to instruct us and receive advice on behalf of our client. It is our client’s responsibility to ensure that an appropriate individual is duly authorised to instruct us and receive advice on their behalf.

It is the responsibility of our client to ensure that the provision to us of information and our use of that information do not infringe the rights of any third party or contravene any law, rule, regulation or obligation.

If litigation is contemplated, it is important that all documents relevant to our client’s dispute are preserved. This is because, if proceedings are issued, the Court may make an order that requires our client to make a reasonable search for and disclose documents on which our client relies, or which are adverse to our client’s case, or which affect or support another party’s case. ‘Documents’ include not only hard copy documents but also electronic and electronically stored data, including emails, Word files, text messages, WhatsApp communications or voicemail records and documents which would otherwise be deleted in accordance with a document retention policy or in the ordinary course of business.

We ask that clients refrain from providing us with documents that they do not wish us to read. Except where we otherwise agree in writing, clients should assume that we will read all documents provided to us and charge accordingly.

Clients must inform us promptly of any change of residential, postal or email address, telephone number and material information relevant to the matter on which we are instructed.

Where we provide draft or provisional advice and other materials, that advice and those materials are not to be relied upon as constituting our final view.

9.     our responsibility

Fox & Partners advise only on English law, and on European Union assimilated law as it applies to England and Wales relating to partnership, employment, discrimination, dispute resolution, professional regulation and commercial litigation. Fox & Partners do not provide substantive financial, commercial or investment advice. Fox & Partners do not advise on tax (other than as an incidence to the partnership and employment law advice we provide), national insurance, work permits, immigration, pensions, property, trust or probate law. We may from time to time advise or assist on the tax aspects of settlements (made as a result of disputes with employees, particularly of an amount above £30,000 where there is usually a tax consequence) and employee remuneration and benefits (employee share schemes, end-of-contract delivery of benefits, pay as you earn issues and salary sacrifice schemes together with cross border staff transfers and secondments) and we are authorised by the SRA to carry out such tax advice work. We strongly recommend that clients take separate advice on the aspects of matters on which these issues are likely to be relevant (for example, joining or leaving a partnership or the commencement or termination of employment, particularly when a client is working in any country of which he or she is not a national). We ask clients who require advice on the law and practice relating to issues on which Fox & Partners do not advise to let us know and we will endeavour to introduce appropriate specialists; we do not accept liability for advice given by such specialists or any other adviser whether or not introduced by us.

As solicitors we are officers of the Court; in that capacity we owe certain overriding duties to the Court and/or may be required to endorse a witness statement with a certificate of compliance in accordance with a Practice Direction in the Civil Procedure Rules which could conflict with our professional and contractual duties to our client. In such cases our client agrees that our duties to the Court and/or obligations under the Civil Procedure Rules will always override our duties to the client. We cannot comply with a request to conceal or destroy evidence relevant to a dispute. If we become aware the Court has been misled, deliberately or inadvertently, we will seek our client’s consent to our informing the Court immediately of what has occurred. If our client’s consent is not forthcoming, we may be unable to continue acting. In the course of litigation, we will explain the effect of any relevant Practice Direction in the Civil Procedure Rules or Court order and the consequences of non-compliance.

In other respects, our duties are owed only to the client to whom our engagement letter is addressed and we act on the basis that unless we agree otherwise in writing our client is not instructing us on behalf of another person and we do not accept responsibility to any person other than our client. Our clients give us full authority to act in relation to the matters described in our engagement letter.

Unless otherwise agreed with us in writing, the advice we give and the documents we prepare are for use only by our client in connection with the specific matter on which we are instructed and state, reflect or comply with English law in force as known and generally understood at the time during which our advice is being given. Our client alone is responsible for the choice of, the services provided by and the fees charged by counsel, experts, foreign lawyers or other third parties.

When we provide a document for signature, we require our client to read it carefully from beginning to end in order to ensure that it correctly reflects our client’s intentions. We generally draw attention to points which we consider particularly important but it is impracticable for us to explain the meaning and implications of every aspect of the document. We rely on our client to ask us about any part of the document about which our client is uncertain.

Where our client wishes us to give an undertaking, instructions given by our client shall be irrevocable and binding upon our client, our client’s personal representatives, our client’s successors in title and our client’s estate. Such instructions must be in writing or otherwise confirmed in writing.

Unless specifically agreed with a client in writing we will not keep under review, or re-visit in the future, any advice which we have given to a client in relation to any instruction.

We recommend that clients review completed matters from time to time; for example, agreements may require further action or there may be changes in relevant law or practice. Standard agreements (such as terms of business and particulars of employment) should be reviewed frequently. We are happy to review documents but will only do so if expressly requested.

10. proof of identity

We are obliged to obtain satisfactory evidence of the identity of our clients and often others involved in the transactions or cases we are dealing with. In most cases these checks are a mandatory element of the government’s controls over money laundering and terrorist financing and we are required to conduct them by law, and in other circumstances we are required to do so by the professional rules that we are subject to. Our usual practice will be to ask to see our client’s in-date original passport or photo driving licence along with a recent utility bill, council tax bill or bank statement (not more than 3 months old). If it is not practicable for us to meet our client at an early stage of the work we are handling for our client, we may require our client to obtain certified documents from another lawyer or financial professional elsewhere and submit these certified copies to us in the post. We might also commission an electronic database search, in which case any fees will be charged to our client as an expense.

When acting for a company we will be obliged to check the name of the body corporate and its company number or other registration number and the address of its registered office, and if different, its principal place of business. We also need to establish the law to which the body corporate is subject, and its constitution (whether set out in its articles of association or other governing documents) and the full names of the board of directors (or if there is no board, the members of the equivalent management body) and the senior persons responsible for the operations of the body corporate. We are also required to understand the ownership and control structures of the business and will require our client to confirm that all such details are up to date and current. We may also require our client’s assistance to explain the background of those with certain shareholdings in the company which may include asking our client to provide evidence of the personal identities of the directors and shareholders of the body corporate as if it was an individual client instructing us.

Please note that any such searches and copy documents will be securely maintained on the file for our client’s matter in pursuance of our data protection policy. The uses that will be made of the data will be to provide confirmation of the identity of the person(s) providing it only. The law requires us to maintain such data for the period of 5 years from the end of the matter we are handling for our client or from the date at which our client ceases to be a client of the LLP. However, our client agrees to our retaining the forms and any other data for our usual file retention period of 6 years from the date of the file being archived, or longer than this if necessary, as when litigation has arisen or may be pending, and the checks have or may become relevant in any such proceedings.

In all other respects the data and papers collected for these purposes will be retained in accordance with our file storage procedures.

To comply with our duties, we must have the evidence of our client’s identity as soon as possible. If our email confirming the first meeting on a matter or our engagement letter does not state that our client has provided satisfactory evidence of their identity, our client should complete a Client Information Form and provide the identification evidence as soon as possible.

In most cases, identification evidence will consist of the following 2 documents:

  • a current valid passport; and
  • a document (such as a utility bill or a bank statement) that shows our client’s name and current residential address and is dated no more than 3 months before the date on which we ask our client for the evidence of their identity.

If our client cannot supply the documents listed above, please contact us to discuss alternative ways that we can meet these obligations.

In some cases, we may need to carry out checks or make searches with third parties to identify our client properly. Where a client cannot provide satisfactory evidence of their identity, we may not be able to:

  • act for a client; and/or
  • receive any money from a client; and/or
  • pay any money to a client or to a third party on behalf of a client.

11. our liability

Each client acknowledges and agrees that this document, our email confirming our first meeting and our engagement letter constitute the entire agreement and understanding between that client and us. Each client acknowledges and agrees that in entering into the contract with us, he or she does not rely on and will have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out therein.

In the event of any inconsistency between our email confirming our first meeting, our engagement letter, our subsequent communications and these terms of business, these terms of business shall prevail unless varied in writing by a letter signed by a partner referring expressly to these terms of business. Moreover, these terms of business shall apply also to any subsequent assignment unless otherwise agreed in writing signed by a partner referring expressly to these terms of business.

Each client acknowledges and agrees that the services provided under or in connection with our engagement are provided solely and exclusively by the LLP acting through the agency of its partners, members, associates, employees and consultants. The LLP alone shall be liable for the wrongful acts and omissions of the partners, members, associates, consultants and employees of the LLP. No partner, member, consultant, associate or employee assumes any personal responsibility for the provision of legal or other services and accordingly no partner, member, associate, consultant or employee owes any personal duty of care.

The LLP has arranged professional indemnity insurance, details of which are available by email on request from Dean Fuller, our Compliance Officer for Legal Practice, whose email address is dfuller@foxlawyers.com

In connection with the services provided by us, any claim can only be brought against the LLP and not against its individual members or employees. The LLP has in place indemnity insurance of at least the minimum cover required by the SRA and is responsible for the actions of individuals undertaking work on its behalf. Our client agrees that it is not reasonable to impose any additional legal duty on individuals and our services are provided on the basis that each client is not entitled to do so. Our partners, employees, associates, consultants, members and agents shall be entitled to the benefit of this provision under the Contracts (Rights of Third Parties) Act 1999.

Our Civil Liability to our client for any one Claim (both terms having the same meaning as in the SRA’s Minimum Terms and Conditions of Professional Indemnity Insurance) is limited to £3,000,000. Although in the great majority of cases this limit is more than adequate, if our client considers that a higher limitation amount might be reasonable in the circumstances, then our client must contact us and we will consider increasing the limit to ensure that it is reasonable. This may result in an increased level of charges to reflect a change to the sharing of risk between us. Any agreed modified limit will be confirmed in an amended letter of engagement.

We will not be liable for any loss, damage, costs or expenses of an indirect or consequential, special or exemplary nature, including without limitation any economic loss or other loss of turnover, profits, opportunities, business or goodwill.

We limit our liability only as far as the law permits. We do not limit our liability where, because of our negligence, we cause death or personal injury to occur or for claims based on fraud.

The services that we provide are solely for our client and (except with our express written agreement) no other person shall be entitled to receive copies of or to rely on our advice for any purpose and we shall have no duties to any third party.

To the extent that the law does not permit us to exclude or limit our liability for causing death or personal injury we do not seek to do so. No delay, neglect or forbearance in enforcing (in whole or in part) any provision of our email confirming our first meeting, our engagement letter or these terms of business shall be, or be deemed to be, a waiver of any such provision or in any way prejudice the enforcement by us of any right or remedy.

12. satisfying our clients

We hope that clients will be pleased with our work and will recommend Fox & Partners to their contacts. We appreciate referrals.

With the best will in the world, misunderstandings and other problems can occur from time to time. If our client is unhappy about any aspect of our service or about our fees, we ask that our client writes in the first instance to our Compliance Officer for Legal Practice, Dean Fuller, so soon as is practicable and in any event within three months of the issue coming to the attention of our client. Complaints will be addressed promptly, fairly and free of charge in accordance with the procedure set out below. Dean Fuller will aim to acknowledge our client’s concerns within 2 business days. He will write to the client to explain how the issue is to be addressed, investigate the circumstances, request any further information which may be required and then reply in writing (usually within 21 business days of the date of the acknowledgement letter) inviting our client to outline the remedy being sought or offering an appropriate remedy or redress, if applicable. Contact details for Dean Fuller are shown below.

We will consider a complaint from a client for not more than 8 weeks before issuing a substantive response to our client. If we are unable to resolve a complaint then our client can have the complaint independently looked at by the Legal Ombudsman (website: www.legalombudsman.org.uk). The office of the Legal Ombudsman may be contacted by telephone (0300 555 0333) or email (enquiries@legalombudsman.org.uk) or post (P.O. Box 6806, Wolverhampton, WV1 9WJ).

The Legal Ombudsman investigates complaints about service issues with lawyers. The Legal Ombudsman expects complaints to be made to them within one year of the date of the act or omission about which a client is concerned or within one year of a client realising there was a concern. A client must also refer his or her concerns to the Legal Ombudsman within six months after the end of our complaints process.

Clients are entitled to object to a fee note by applying to the High Court for an assessment of the fee note under Part III of the Solicitors Act 1974. Within one month from the delivery of a fee note, clients are entitled to an assessment of our costs by the Court. Thereafter, the Court has discretion to allow an assessment of our costs on application by our client. The Court will need to be satisfied that special circumstances apply if (1) more than 12 months have elapsed since the delivery of our fee note or (2) our fee note has been paid or (3) judgment has been obtained by us for recovery of the costs referred to in our fee note. The Court may impose conditions when permitting an assessment and can order an applicant for an assessment to pay costs. The Legal Ombudsman may not consider a complaint about a bill in relation to which a client has applied to the Court for assessment.

Both the Legal Ombudsman and the SRA provide redress mechanisms. The SRA does not have the power to award compensation for poor service, or to reduce or refund legal fees. Nonetheless, the SRA could help our client if they reasonably think we might have been dishonest or our client has concerns about our behaviour e.g. treating our client unfairly because of his or her age, a disability or other protected characteristic.

We ask that clients approach us in the first instance if they have a problem with a fee note as often such matters can be resolved more quickly without involving a third party.

We are committed to understanding and achieving our clients’ business objectives. We regard the opportunity of serving clients as a privilege. Suggestions as to how we can improve our service are welcomed.

Counsel whom we instruct on our client’s behalf have their own separate complaints-handling procedure explaining that lay clients are informed (a) of their right to make a complaint, how and to whom this can be done, including their right to complain to the Legal Ombudsman at the conclusion of the complaints process, the timeframe for doing so and the full details of how to contact the Legal Ombudsman; and (b) that they may complain directly to chambers without going through solicitors. Where counsel asks us to forward details of their procedure to our client, we will always do so. If our client wishes to see a copy of a counsel’s complaints handling procedure, we will obtain a copy from counsel and forward it to our client.

13. equality and diversity

Fox & Partners have a strong commitment to embracing as well as promoting equality and diversity in the relationships that we have with our clients, our employees and third parties. A copy of our equality and diversity policy is available on request. We aim to show the same attention, courtesy and consideration to everybody, regardless of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex and sexual orientation. We ask clients who are disabled to alert us if there are reasonable adjustments which can be made by us which would make it easier for the client to receive our service. Sexual harassment of our partners and staff is not acceptable and may lead to the termination of our retainer and/or the reporting of the matter to a relevant regulator and/or the police.

14. confidentiality

The LLP is the data controller. We process and use the personal information provided to us about our clients or others in accordance with our Privacy Policy published on our website, www.foxlawyers.com.

Solicitors are under professional and legal obligations to keep clients’ affairs confidential. In principle we will protect confidential information we hold about our clients in the same way we would protect our own confidential information. Our obligations in relation to confidentiality are subject to exceptions. We will not disclose any personal information our clients provide to us or which is provided to us about our clients by others other than when they give us their consent to share the information or to External Third Parties (defined in our Privacy Policy) in the circumstances set out under the heading “Disclosures of your personal data”.

We may be required by law to disclose information, for example, to our insurers, to HMRC or to a regulatory authority. Legislation on anti-money laundering and terrorist financing requires solicitors to obtain information and in certain circumstances to disclose that information to the National Crime Agency. If while Fox & Partners is acting for a client it becomes necessary for us to make a disclosure, we may not be permitted to inform our client that a disclosure has been made or the reasons for that disclosure or why we have stopped work on a matter. Insolvency legislation gives ‘office holders’ extensive powers and duties to gather a company or individual’s property and to obtain information. We may be required to supply confidential or privileged information to a liquidator, a provisional liquidator, an administrator, an administrative receiver or a trustee in bankruptcy. Insurers are also entitled to require us to provide confidential or privileged information in connection with applications for insurance cover and notifications that circumstances have arisen which may give rise to a claim. Accordingly, we reserve the right to make disclosures to our insurers and to relevant authorities without notice to our client and if necessary to cease acting without giving any reason. No liability is accepted for any loss or damage for any action taken or not taken by us in good faith with a view to complying with the law or any direction of a court or regulatory authority or any contractual or professional obligation.

We may also use personal information to ensure the safety and security of our premises, for fraud prevention purposes (including verification checks to comply with the Money Laundering Regulations), to help improve our services and for business development purposes. Clients who do not wish to receive marketing communications from us are asked to inform us accordingly. Opt-out links will also be included in all marketing messages sent to our clients.

Like most other businesses, we from time to time outsource certain aspects of our operations such as cleaning, maintenance, information technology, specialist advisory services, photocopying, word processing, refuse collection, storage of information (whether in paper or electronic form), and courier services to independent contractors. External organisations conduct audit or quality checks on our practice. We choose our suppliers carefully and always try to have a confidentiality agreement in place with such persons.

Under certain circumstances, our clients have rights under data protection law in relation to their personal data. These rights are outlined in our Privacy Policy on our website under the heading “Your legal rights” and include a right of access and right of correction to the personal data we hold about them.

15. storage of papers and documents

We are entitled to keep all the papers and documents generated by us or received from our client or other persons (including original documents) if some or any sums that our client owes us have not been paid at the end of our work on the matter or after the termination of the retainer.

We normally keep papers for no more than 6 years (except for those that our client asks us to return to them). We keep the papers on the understanding that at the end of 6 years after the date of the final fee note we sent to our client, we have our client’s authority to destroy the papers. However, we will not destroy any papers that our client has expressly asked us to deposit in safe custody.

We do not usually charge for retrieving papers or documents held in storage where our client is providing continuing or new instructions. However, we may charge (based on the time that we spend in retrieving stored papers or documents) for producing them to our client or to another person at our client’s request.

We retain copyright and other intellectual property rights in documents prepared by us. We may retain for our own use a copy of any advice or opinion of counsel or other third party obtained in the course of acting for clients. Such advice will be anonymised or redacted to remove our clients’ personal data.

16. force majeure

If we are prevented, hindered or delayed in or from performing any of our obligations under our agreement by a Force Majeure Event (as defined below) we shall not be in breach of our agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

If we are prevented by a Force Majeure Event from performing our obligations under our agreement for a continuous period of more than 28 days our client shall be entitled to terminate our agreement immediately by written notice to us. In any event, our client shall remain liable to pay all fees and expenses incurred before termination.

Force Majeure Event means any circumstance not within our reasonable control including, without limitation:

  • acts of God, flood, drought, earthquake or other natural disaster;
  • epidemic or pandemic;
  • terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  • nuclear, chemical or biological contamination or sonic boom;
  • any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
  • collapse of buildings, fire, explosion or accident; and
  • any labour or trade dispute, strikes, industrial action or lockouts.

21. governing law and jurisdiction

The terms of our engagement shall be governed by and construed in accordance with the law of England and Wales. Any dispute shall be subject to the exclusive jurisdiction of the English courts.

22. regulation

Headings are provided for convenience and do not form part of these terms of business.

The singular shall include the plural and vice versa. A reference to an individual shall be treated as referring also to bodies corporate, corporations, unincorporated associations and partnerships and vice versa as the case may be. Words importing whole shall be treated as including a reference to any part thereof. A reference to a rule of law (whether or not contained in a statute) or a rule of practice shall be interpreted by reference to that rule as in force at the time at which it falls to be interpreted.

The following expressions shall have the meanings set out against them.

HMRC
His Majesty’s Revenue and Customs

Money Laundering Regulations
the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended)

SRA
Solicitors Regulation Authority of England and Wales

VAT
Value Added Tax

20. Compliance Officer for Legal Practice contact details

Dean Fuller
Fox & Partners Solicitors LLP
3rd Floor
8 Frederick’s Place
London
EC2R 8AB

T: +44 20 7618 2400
E: dfuller@foxlawyers.com
W: www.foxlawyers.com