England and Wales legal engagement terms
MJ Hudson Limited is a private limited company registered in England and Wales; the registered number is 08607159. Its registered office is 1 Frederick’s Place, London, EC2R 8AE. It is authorised and regulated by the Solicitors Regulation Authority (“SRA”) of England and Wales with registered No.605223. We are not authorised or regulated by the Financial Conduct Authority. We use the word ‘partner’ to refer to a solicitor qualified in England and Wales who is a shareholder or director, or who is an employee or consultant with equivalent standing and qualifications.
The Law Society is a designated professional body for the purposes of the Financial Services and Markets Act 2000 but responsibility for regulation and complaints handling has been separated from the Law Society’s representative functions. The SRA is the independent regulatory arm of the Law Society and the Legal Ombudsman deals with complaints against lawyers.
2 Our Terms and Conditions
The terms and conditions below shall apply only in respect of clients engaging MJ Hudson Limited in England and Wales for advice on matters of English law. Accordingly, references to ‘we’, ‘our’ and ‘us’ in this section shall refer to MJ Hudson Limited, trading as MJ Hudson Law, and any references to a ‘client’ shall refer to a client or prospective client of MJ Hudson Limited.
3 MJ Hudson Group Businesses
MJ Hudson Limited (company number 08607159) is affiliated with a number of other legal and non-legal businesses using the MJ Hudson brand in Europe, the Channel Islands, and North America. A full list of these ‘MJ Hudson Group businesses’ can be found on our website here. MJ Hudson Limited is authorised and regulated by the SRA, but none of the other MJ Hudson Group Businesses are regulated by the SRA. As a result, the legal rights and protections afforded to you under SRA rules in respect of English law advice provided by MJ Hudson Limited will not apply in respect of advice (of a legal nature or otherwise) or other services you receive from an MJ Hudson Group Business, whether such advice or services are received directly from that MJ Hudson Group Business or indirectly from MJ Hudson Limited. SRA regulations can be found on their website www.sra.org.uk.
4 Limitation of Liability
Without prejudice to the liability cap specified in each separate engagement letter, we will not be liable to any client for any losses, damages, costs and expenses (together, “Losses”) caused wholly or in part by the provision by the client (or on the client’s behalf) of false, misleading or incomplete information or documentation or arising as a result of the acts or omissions of any other person. In the event that a client is being advised by several professionals and a limitation of liability has been agreed in relation to one or more of them, the client agrees that our liability to it/him will not be increased as a result of the limitation of liability agreed by it/him with other advisers. Our liability to each client under or in connection with its/his matter shall be limited to that proportion of the total Losses (after taking into account its/his contributory negligence, if any) determined to be just and equitable having regard to the extent of our responsibility for the Losses in question.
Where our advice involves an assessment of legal or commercial risk, we will use reasonable efforts to provide the client with as accurate an assessment of risk as possible, but each client agrees to accept any such assessment as an expression of our opinion only and not as a statement of fact. The client agrees that any decision to rely upon such an assessment is solely its/his responsibility and that we will not be liable to it/him for any Losses which it/he may incur as a result of such reliance other than for Losses caused directly by our negligence or wilful default.
We shall not be liable to any client for any failure or delay or for the consequences of any failure or delay in the performance of its/his matter if it arises from or is attributable to any act, event, omission or accident beyond our reasonable control including, without limitation, acts of God, war, riot, armed conflict, civil war, terrorist acts or attack, nuclear, chemical or biological contamination, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, failure of a utility service or transport network, breakdown of plant or machinery, industrial disputes, protests, fire, flood, storm, tempest, explosion and national emergencies.
We accept no responsibility for the accuracy of any part of any search of other report which is derived from information provided by a third party or from a public register.
We shall not be liable for errors or omissions arising in the transmission of electronic communications or for viruses or their consequences or rejection of communications by virus scanning or spam filter software or for being too large to be received by the recipient’s system.
We shall keep confidential all information regarding a client’s business and affairs which we obtain as a result of acting for any client. We will only disclose such confidential information in the following circumstances:
- where a client instructs us to disclose it; or
- where we are obliged to disclose it in order to carry out a client’s instructions (including to the client’s other professional advisers); or
- where we are compelled to disclose it to comply with any overriding legal or professional obligations we may have to the Court or otherwise.
We will not, however, disclose to any client any confidential information which we have obtained as a result of acting for any other client.
6 Disclosure of Conflicts
To allow us to conduct a conflicts check, each client is deemed to represent and warrant that it/he has identified for us all persons and entities that are or may become involved in this matter. Each client must also promptly notify us if it/he becomes aware of any other persons or entities that are or may become involved in the matter.
7 Anti-Money Laundering, Proceeds of Crime and Anti-Terrorism Legislation
The Money Laundering and Terrorist Financing Regulations 2017, as amended by the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 require us, and all other law firms regulated by the Solicitors’ Regulation Authority, to verify the identity of all clients and, where the client is an entity, to identify, and in some cases to verify, the natural person(s) who is/are its ultimate beneficial owner(s). We may also need to confirm how our fees, and any contemplated transaction, are to be funded. We are also required to keep such verification records and materials up to date.
This means we may ask a client (or persons or organisations who instruct us on a client’s behalf) for government issued photographic and other identification documents and details about our client’s wealth and source of funds. We may also conduct searches and obtain relevant information from external organisations, including credit reference agencies, electronic verifications service providers against the name of any potential client and/or the name of yours or its affiliates’ directors, members, or employees. By signing our engagement letter, you consent to any such searches and to the use of your name, and that of your (and your affiliates’) directors, members, and employees, for that purpose. Please note that such external organisations may keep a record of the search.
Where our client is an entity (or where a person or organisation instructs us on behalf of an entity which is our client) we may ask for a structure chart and for confirmation of the identity of the natural person/s who ultimately beneficially own more than a certain percentage of our client. We will seek this information at the outset of our business relationships, although we may need to update it during the course of our ongoing business relationships. Each client must provide us with such evidence as we may require to establish its/his identity and the source of funds being used to finance our fees and any proposed transaction.
We are required report discrepancies in the person with significant control registers (“PSC”) prior to engaging our client in any new business. We will discharge our obligations, however, will first request that the client correct the position with the relevant PSC prior to engaging us in any new business.
We may either decline or not be permitted to proceed to act or to handle funds until our client due diligence checks are complete. Where we instruct other professionals, such as counsel or overseas law firms, on a client’s behalf, we may provide the other professional with copies of our client due diligence, unless specifically instructed not to.
If there are any changes to the information a client has provided to us or if it/he becomes aware of any inaccuracy or mistake in such information, the client must inform us immediately.
We have a legal duty in certain circumstances to disclose information to the National Crime Agency. If, while we are acting for a client, it becomes necessary to make a suspicious activity report, because we know or suspect that a transaction involves money laundering or terrorist financing, we may not be able to inform that client that a disclosure has been made or the reasons for it. We may have to stop working on a matter for a period of time and may not be able to tell the client why. We cannot accept any liability for loss where it arises as a result of any such disclosure to the authorities made in good faith.
We may need to disclose a client’s Personal Data (see “Data Protection” below) in order to fulfil our obligations to check the identity of our clients in compliance with anti-money laundering law and regulations.
8 Bribery and Corruption
It is our policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption. We would be happy to provide further details of the firm’s anti-corruption and bribery policy on request.
9 Tax Avoidance Schemes
UK tax laws mean that advisers must notify HM Revenue & Customs when they become involved in promoting certain tax schemes. In order to comply with our legal obligations, we also reserve the right to make a notification if we reasonably believe that we should and in such way, we believe is appropriate.
10 Resourcing and Outsourcing
Our services may be provided by employees, directors, or consultants. Consultants may operate through their own entity which may or may not be regulated by the SRA and may provide services on a non-exclusive basis.
To enable us to provide our services to clients, we work with external service providers. Our arrangements with external service providers could include the provision of support services such as IT, event management, document production, business research, secretarial services, travel services and facilities management. We will always seek a confidentiality agreement with any external service providers. If you do not want your file to be outsourced, please tell us as soon as possible.
11 Intellectual Property
All intellectual property rights attaching to original materials that we generate for our clients belong to MJ Hudson Limited. Without prejudice to the foregoing, each client is entitled to use those materials for the purposes for which they are provided to it/him and for all reasonably associated purposes.
12 Fees and Billing Rates
Unless we reach a specific agreement with a client in a separate engagement letter or otherwise in writing, each client shall be charged fees based on the amount of time spent on its/his matter, calculated on an hourly basis at our then applicable rates for that matter for the relevant lawyers and other staff working on the matter; for example, in writing letters, drafting documents, conversations on the telephone, travelling to and from and attending meetings. Where we agree to charge on a different basis this may result in us receiving more or less than the amount that we would otherwise have charged. We may also charge for our time spent on a matter after its completion if we are required to undertake further work on it.
The range of hourly rates for our team members are available here.
We may change our rates, as well as our other costs, from time to time, to reflect competitive conditions, inflation and other factors. A change in the status of a lawyer (e.g. if they become a partner) may also result in a change to their hourly rate. If our rates do change, we will post our new rates on our website here; thereafter our fees will be calculated on the basis of those new rates, and any rates stated in our engagement letter or any engagement email shall be deemed revised accordingly.
All fees, costs and disbursements will be in Sterling (unless otherwise agreed) and, where applicable, UK VAT will be added.
13 Payment of Bills
Fees, costs and disbursements will generally be billed monthly for the work done and amounts incurred on a client behalf during the previous month or as otherwise agreed with the client and are payable upon presentation.
We reserve the right to defer or postpone providing additional services or to cease work on any matter for which we have not received any requested payment within the agreed payment terms. We reserve the right to charge interest at the rate of 10% per annum on a daily basis on all sums not paid within 30 days of presentation of our bill, and our clients may also be required to pay such interest if applicable. Our failure to charge interest at any time or on any occasion(s) is not a waiver of our right to do so.
14 Estimates Not Binding
It is often impractical to determine in advance the amount of effort that will be needed to complete all the necessary work on a matter or the total amount of fees, costs and disbursements that may be incurred. Unless otherwise agreed in writing, our estimates and budgets are not intended to be binding, are subject to unforeseen circumstances, and do not limit or “cap” our fees, costs and disbursements.
15 Advance Payments
Before commencing or during the course of work for a client, we may require an advance payment from that client in respect of our fees. Such payment is a non-refundable retainer to secure our availability over time, it will be deemed earned when received and will be non-refundable. Such amount should not be viewed as a quote or a limitation on fees.
16 Client Interest Policy
As part of carrying out a client’s instructions to us, we may need to hold the client’s money in our client account. In holding client money, we have an obligation to pay interest on that money at a fair and reasonable rate. This policy sets out the guidelines for when interest will be paid and is summarised below.
We aim to account to the client for interest at a reasonable rate of interest. However as the holding of the client’s funds is incidental to the carrying out of the client’s legal instructions, the rate is unlikely to be as high as the rate the client may be able to obtain when depositing the money we hold on the client’s behalf for itself. We must ensure that money held on client account is available immediately and the need for instant access is taken into account when setting the rate of interest payable by us.
We align our interest rates on both monies held on general client account to the HSBC Bank Client Account interest rate, which currently pays 0.01% (as at 1st June 2020).
Where a client’s money is held on our general client account, interest paid to the client is paid without any deduction of income tax. As such it is the client’s responsibility to inform HMRC of amounts of interest received from us.
Interest will be calculated from the time the funds become cleared for interest purposes. On cheques and banker’s drafts this will usually be on the day that the cheque or draft has been deposited with our bank. For amounts received by debit or credit card interest will start to accrue from the date of actual receipt which will usually be 3 days after the transaction has been authorised. For direct transfers or same day payments, the funds become cleared on the day of receipt.
Interest will not be paid if the amount calculated for the period that cleared funds are held is less than £30.
Interest will generally be calculated on a quarterly basis or at the end of the matter and credited to the client ledger at that point.
17 Fiduciary Services
Our services may involve the formation of companies and other entities and the provision of company secretarial and other similar services. We may require payment in advance before providing any such services.
In providing such services, any correspondence which we forward or send to a client will be sent by first class post, fax or email (as appropriate), unless otherwise stated. Where a client wishes us to use an alternative method of delivery, please discuss that with us.
A client may terminate the provision of any such services at any time by written notice to us provided that it/he will remain liable for our fees in respect of any service which we have already commenced providing to it/him or, in respect of ongoing services, until the later of the date for which it/he has already paid our fees and the date 3 months after the date of notification of termination. We may terminate the provision of our services on at least 3 months written notice to the client and the client will be liable for our fees only up until the date on which we cease to provide services to it/him.
18 Other Lawyers and Professionals
After discussion with our client, we may engage other lawyers or professionals whose services are required in connection with a matter. Where we engage such other professionals on a client’s behalf, whether in the UK or abroad, we do so as the client’s agent. We will do so with care but we will not be responsible for any act or omission of those professionals and the client will make direct payment to them promptly unless otherwise expressly agreed between us. We will forward their statements directly to the client for payment, except where to do so would be contrary to law.
Any advice given by a client’s other advisers will be their responsibility direct to that client. Each client agrees that we will not be expected to oversee their work and that such client will rely solely on their advice in respect of matters within their scope of responsibility, as may we.
Clients may be referred to us by another adviser or other professional. Similarly, we may make suggestions to clients about other professionals (including but not limited to, administrators, placement agents, tax advisers and accountants) whose services a client may wish to use.
We may have informal reciprocal referral arrangements with such persons such that if we refer a client to them, this may increase the likelihood of them referring potential clients to us and vice versa. Unless we have otherwise disclosed these to a client, we do not have any arrangements in respect of referrals relevant to this matter which involve the sharing of fees or provide any financial or other benefits to us or persons with whom we have such arrangements.
20 Payments to Others
If court proceedings are issued in a matter on which we act for a client, that client will be responsible for paying our charges in full, even if these are greater than the amount that client could recover from another party to the proceedings.
If a client wins the case, its/his opponent may be ordered to pay that client’s costs. However, such an order rarely covers all costs. There is also the risk that a client’s opponent may not be able to pay that client’s costs.
If the court orders another party to pay some or all of a client’s costs, the client can also claim interest on those costs from the date of the court order. We will pay over to the client the interest on any of our charges or expenses that the client has paid by then, but we are entitled to keep the rest of the interest.
If a client loses a case, the client will probably have to pay most of its/his opponent’s costs (and possibly interest on them), as well as all of its/his own costs.
21 Insurance/Legal Expenses Cover
If a client has legal expenses cover (this is often a benefit in general insurance policies), we would ask them to let us know as soon as possible so that we can discuss the client’s cover with the insurer before we do any work. If we carry out any work for the client before making a claim under the policy, it is unlikely that the insurer will pay the fees and so the client will be responsible for them. The client may be able to buy insurance to cover any costs it/he may have to pay.
22 Other Potential Funding
In some cases other funding may be available, for example from employers or trade unions. We would ask the client to let us know if this is the case.
As a commercial law firm, we do not normally undertake publicly funded work or advise on a client’s potential eligibility for public funding. If at any stage the client believes that it/he may be entitled to public funding, we would ask the client to let us know and we will be happy to assist it/him in locating an alternative solicitor.
23 Fees Not Contingent
Unless otherwise specifically agreed in writing, our fees are not contingent upon the outcome or completion of a matter.
24 Consent to Publicity
In keeping with market practice, unless a client advises us in writing to the contrary, each client is deemed to consent to the disclosure in our marketing materials and on our website of our involvement as its/his legal adviser for the purposes of publicising our practice. We may also provide a general description of the work we have done for that client, or a more detailed description if this information is already in the public domain or the client expressly consents to this. Each client is also deemed to consent to our use of its/his logos and/or similar branding materials for publicity purposes. If a client has any queries or concerns about this, we would ask them to contact the person responsible for that client’s work.
25 Professional Indemnity Insurance
Each client is deemed to agree that it may disclose its/his file to our professional indemnity insurers and their advisers where circumstances are to be notified in relation to its/his matter.
26 Electronic Communications
During the course of the matter, we may communicate with our client by email. Unfortunately, such communications are occasionally compromised by viruses. Our virus scanning or spam filter software also may occasionally reject a communication that a client sends to us or we in turn may send a client something that is rejected by a client’s system.
It is a client’s responsibility to protect its/his system from viruses and any other threats. We try to eliminate viruses from e-mails and attachments, but we accept no liability for any which remain. Also, each client acknowledges that emails may be too large to be received by certain systems and that we accept no liability in such circumstances.
27 Client Service and Complaints Procedure
We are committed to providing a high-quality legal service. We acknowledge that we may not always get it right, so if something has gone wrong, including in relation to our charges, we need our clients to tell bring this to our attention to help resolve any mistakes or misunderstandings. This will help us to improve our standards of service.
To view our complaints policy, you can click here.
Where a complaint is received, we will write to the client within three working days acknowledging the complaint, enclosing a copy of this procedure. We will investigate the complaint and we aim to provide a written response within 14 days. If appropriate, we may invite the client to attend a meeting to discuss the complaint. Within 28 days of acknowledging the complaint, we will send a detailed written response to the complaint, including suggestions for resolving the matter. If we cannot resolve the complaint internally, the client may be able to refer the complaint to the Legal Ombudsman (LeO) by post, email, or telephone.
Post: Legal Ombudsman
PO Box 6806, Wolverhampton WV1 9WJ
Tel: 0300 555 0333 (calling within the UK) or +44 121 245 3050 (calling from overseas).
Normally a client must refer a complaint to the LeO within six years from the act / omission occurring or three years from when they should have reasonably known it had occurred. Any referral to the LeO must usually be made within six months of our final written response to the complaint.
Not all clients will be entitled to have their complaint considered by the LeO as the service is only available to individuals, very small businesses and certain charities, clubs and trusts. A client should contact the LeO directly to clarify whether it/he can make a complaint to them.
If a client has a complaint about our bills, it/he may follow the procedure set out above or by applying to the court for an assessment of the bill under Part III of the Solicitor’s Act 1974. If a client applies for an assessment, the LeO may not deal with its/his complaint. If all or part of our bill remains unpaid, we may be entitled to charge interest.
28 Document Retention and Destruction
We will keep our file of each client’s papers for up to 6 years after the matter has finished, except those papers that we returned to the client, after which time we will normally destroy them. Each client must safeguard any documents which it/he retains that may be required in the future. It is our policy not to hold original documents but to return those to our client at the completion of the matter and each client is deemed to agree to take delivery of them and to assist us in returning them to it/him. We may retain copies of any documents if we choose. Please note, however, that after completing the work, we are entitled to keep any client paper while money is still owing to us.
Our files including, for example, firm administrative records, internal lawyers’ work product such as drafts, notes and internal memoranda will not be provided to any client, and remain our property. Subject to the preceding paragraph, we may destroy or otherwise dispose of our files a reasonable time after the conclusion of the relevant matter.
Copyright in any document created by us will be and remain vested in us and will not be transferred to any client. We assert the right to be identified as the author of and to object to the misuse of any such document.
29 Data Protection
We will, at all times, hold and process Your Data in accordance with applicable Data Protection Legislation.
We will only send you unsolicited information (for example, legal updates, news about any events that we are organising or participating in, or about the MJ Hudson Group and the services the MJ Hudson Group, or marketing information) provided we have first obtained your specific and separate consent in accordance with applicable Data Protection Legislation.
30 Data Sharing
To enable us to provide our services to you, comply with applicable law or to collect our fees or costs in connection with other legal enforcement, we may need to share information, including Your Data, with (a) other entities owned or controlled by the MJ Hudson Group (for details of these entities, please see our website); (b) third parties who are providing you with services or advice or other professional services ancillary to the legal services we are providing (“Third Party Advisors”) (for example, if we are providing legal advice to a fund, we may share certain information with the fund administrator or fund manager or other functionaries of the fund, in order to provide our services or to enable them to provide theirs), and (c) certain external third party service providers such as IT, event management, document production or storage, business research, secretarial services, travel services and facilities management (together “Third Parties”).
We will only share Your Data with Third Parties where we are permitted to do so under the Data Protection Legislation and we will take all necessary precautions to seek to ensure Your Data continues to be protected in accordance with Data Protection Legislation by such Third Parties.
31 English Law
These terms and conditions are governed by, and any dispute or legal issue arising from them will be determined by, the laws of England and Wales. Each client is deemed to agree to submit to the exclusive jurisdiction of the courts of England and Wales.