1. ENYO LAW LLP
1.1 Your contract is with Enyo Law LLP, a limited liability partnership registered in England and Wales under registered number OC356313, authorised and regulated by the Solicitors Regulation Authority. A list of the members of Enyo Law LLP is open to inspection at its registered office, Fifth Floor, 1 Tudor Street, London, EC4Y 0AH.
1.2 All references in these Terms of Business to “we”, “us”, “our”, “the LLP” and “the Firm” relate to Enyo Law LLP. The term “partner” is used to refer to a member of Enyo Law LLP. No reference to a partner is to imply that any person is carrying on business with others in partnership for the purposes of the Partnership Act 1890.
1.3 These Terms of Business, together with our letter of engagement, set out the basis on which we accept instructions and charge for our services. In the event of an inconsistency between the letter of engagement and these Terms of Business, the former shall prevail. No variation of these Terms of Business shall be effective unless it is in writing signed by one of our partners.
2. AUTHORITY AND RESPONSIBILITIES
2.1 By instructing Enyo Law LLP, you give us full authority to act for you to the fullest extent necessary to provide the services to you. This may include the instruction of counsel and other third party professionals on your behalf. We will be free to use such members of our staff or agents in connection with your matter as we consider to be appropriate and in your best interests.
2.2 Our advice will be limited to the law of England and Wales. Should you require advice relating to other jurisdictions, we will, in accordance with your instructions, instruct local lawyers to provide such advice on your behalf.
2.3 During the course of our contractual relationship, you agree that you will:
- Provide us with a full description of the services you require and a statement of your objectives
- Give us clear and prompt instructions and provide us with sufficient information to enable us to provide the services to you
- Co-operate with us to progress your matter and notify us of any changes to your instructions or circumstances that may be relevant to your matter
- Safeguard documents which are likely to be required and provide promptly all requested documents in connection with your matter.
2.4 Unless you instruct us otherwise in writing, we will assume that you are permitted to provide such documents and information to us and that it is complete, accurate and up to date.
3. FEES AND DISBURSEMENTS
3.1 Unless otherwise agreed in our letter of engagement, our fees will be calculated primarily on the basis of time spent by us in providing the services at the standard hourly rates of the respective fee-earners, details of which will have been included in our letter of engagement.
3.2 Our hourly rates will be reviewed annually in May and may be revised at other times. We will notify you in writing of any changes to our hourly rates.
3.3 Our fees are exclusive of VAT and disbursements. Disbursements include payments made or incurred by us on your behalf such as court fees, counsel’s fees, expert fees etc. They also include miscellaneous office expenses such as photocopying, telephone, fax, travelling, couriers and out of pocket expenses.
3.4 If applicable, VAT will be charged at the appropriate rate on all fees and expenses.
Payments on account
3.5 We may ask you for payments on account of fees and/or disbursements and it is a condition of our acceptance of your instructions that you agree to make such payments. If you fail to pay us promptly any amount requested, we shall be entitled to cease acting for you.
3.6 Any monies on account will be paid into our Client Account until at our election it is returned to you or used for unpaid bills. If at any time you would like confirmation of the monies remaining on account, please contact the matter partner set out in your letter of engagement. We will return to you any money paid on account which is not required for fees and expenses.
Estimates and fee limits
3.7 At the outset of a matter, insofar as possible, we will give you an estimate of the likely costs and disbursements (exclusive of VAT) to be incurred and may revise that estimate as the matter progresses. Estimates are given only as a guide and should not be regarded as a fixed quotation. In complex matters it may not be possible to provide an estimate at the outset of the matter. We will provide an estimate as soon as is reasonably practicable.
3.8 You will provide us with any information which may affect the accuracy of the estimate as soon as that information becomes available to you.
Bills and interest
3.9 Unless otherwise agreed in writing, we are entitled to render interim bills at monthly intervals or at such other periodic intervals as appropriate in the circumstances of your particular matter. Such bills will be final accounts for the periods covered by them unless otherwise stated. We may bring proceedings on interim bills.
3.10 You agree that we shall send our bills by email only unless you specifically request a hard copy to be sent by post. At the outset of our engagement, you will provide us with an email address to which our bills should be sent, together with details of any other relevant information (such as a purchase order number) to be included. With notice, you may modify or withdraw your agreement to this at any time.
3.11 Unless otherwise agreed in writing, all bills must be paid within 14 days of receipt. Such payment must be made without set off or other form of deduction and in the currency in which the bill is rendered. Thereafter, we are entitled to charge interest at a rate equivalent to that payable from time to time on judgment debts on any outstanding amount of the bill.
3.12 If any of our bills to you on any matter are unpaid, we may elect, without limitation to any other remedies, not to perform any further work for you on any matter until all unpaid bills (together with any interest due, as appropriate) have been paid in full.
3.13 We reserve the right to deduct from any monies held by us on account or otherwise on your behalf sums equal to any unpaid fees and disbursements in the matter in question or in any other matters in which we are instructed by you, and to sue for recovery of any such unpaid fees and disbursements. We reserve the right to recover any reasonable legal or third party fees in connection with the collection of debts due.
3.14 You agree that we may assign any cause of action for unpaid counsel’s fees to counsel directly in order that they may take appropriate action to recover any such outstanding sums from you.
3.15 If arrangements are made for a third party to pay any of our fees or disbursements and VAT you remain responsible for the payment to the extent that the third party does not pay our bill in full. This includes, but is not limited to, any case in which we have been instructed by your insurers to represent you under a policy of insurance.
3.16 You will pay the expenses we incur in the course of providing services to you and it is a matter for us to determine which expenses are necessary for the proper conduct of the matters in which we act on your behalf. If applicable, VAT will be charged at the appropriate rate on all fees and expenses.
3.17 In the case of joint instructions, your liability to us will be joint and several, i.e. we are entitled to claim the whole amount of fees, disbursements and VAT owed from any single party.
3.18 If you have any query about your bill, including the basis upon which it has been calculated, you should contact the matter partner as soon as possible. His/her name will be included in the letter of engagement for your matter.
3.19 Any money received on your behalf will be held in our Client Account separate from our own money. Interest will be calculated and paid to you at the rate set by our bank, subject to a de minimis provision of £20. The period from which interest will be paid will normally run from the date on which the cleared funds are received by the firm until the date of payment by the firm of funds to you or another on your behalf. No interest will be paid on monies held for payment of professional disbursements.
3.20 We may be entitled to exercise a lien (a common law security right) over any money held on your behalf in our Client Account.
4. COSTS AND LITIGATION/ARBITRATION
4.1 If you succeed in the litigation or in respect of an interim application, you may, in the absolute discretion of the Court, obtain a costs order that your opponent pay your costs in respect of the proceedings or the application in question (as the case may be). The Court or Tribnunal usually orders the unsuccessful party to pay all or part of the successful party’s costs, although there is no guarantee that that is how costs issues will be determined. Other factors may be taken into consideration. We shall do everything possible to maximise the recovery of your fees and disbursements under any such costs order. However, you should be aware that a costs order will generally only recover a proportion of the fees and disbursements actually incurred by you and that you remain responsible for payment of our fees, disbursements and VAT whether or not you have a costs order against your opponent. Furthermore, there is always the possibility that you may be unable to enforce a costs order against your opponent. You are responsible for the costs of seeking to enforce any costs order or indemnity against any other party.
4.2 If you lose the litigation or application in question, you are at risk of paying fees and disbursements (together with VAT where applicable) of your opponent – which may be substantial – in addition to our fees, disbursements and VAT.
4.3 At the outset of the matter, insofar as practicable, we will discuss with you whether the likely outcome will justify the expense/risk.
4.4 If you have legal expenses insurance or believe that you would be eligible for public funding (or that your opponent is publicly funded) or that your costs may be paid by another person (e.g. an employer or trade union) please let us know.
4.5 You may already be covered by legal expenses insurance in your existing contracts of insurance. Your policy may cover your own costs and/or your liability to pay your opponent’s costs. If you have such insurance cover, please notify us at the outset so we can discuss this with you further. If you do not have legal expenses insurance, you may be able to purchase appropriate insurance to cover the eventuality of paying your opponent’s costs.
5. CONFIDENTIALITY AND CONFLICTS OF INTEREST
5.1 Our professional conduct rules contained in the SRA Code of Conduct 2011 impose certain requirements regarding conflicts of interest and the relationship between our duties of confidentiality and disclosure.
5.2 It is our practice to check for conflicts of interest at the outset however an actual or potential conflict between your interests and the interests of another party or ours may arise during the course of a matter. If this situation arises, we will discuss this with you and determine the appropriate course of action. If it becomes necessary to do so, we will endeavour to assist you in finding new legal advisers and provide an effective transfer of your files. You agree to pay our reasonable fees and expenses to the date of any such transfer.
5.3 We may cease acting for you where it protects your interests to do so or where continuing to act may create a conflict of interest or cause us to be in breach of any of our obligations to third parties. Subject to compliance with with our Regulatory obligations, we are not prevented or restricted by reason of our relationship with you from advising other clients, including clients whose interests might now or in the future be contrary to your own or who are your competitors.
5.4 Save as provided for in these Terms of Business, we shall treat any information which is confidential to you and which we obtain as a result of acting for you as strictly confidential. You agree that, where permitted by our Regulatory obligations, we may use internal information barriers. You also agree that you will not expect us to divulge to you other clients’ confidential information which we may hold. If we are instructed by a third party in circumstances where we hold information which is confidential to you which would be material to that third party and their interests are adverse to yours, we may accept that party’s instructions provided we put in place such information barriers as may be suitable as may be suitable in accordance with our Regulatory obligations (as amended from time to time) to prevent the passage of that confidential information to the third party. Your consent to our proceeding in that manner is deemed to have been explicitly given by your agreeing to these Terms of Business.
5.5 When we are instructed by two or more clients to act in relation to the same matter, each client irrevocably consents to information provided by it being shared with the other client(s) instructing us on the matter.
5.6 If on your authority we are working with other professional advisers, we will assume that we may disclose any relevant aspect of your affairs to them.
5.7 Our duty of confidentiality to you extends to any information which is confidential to you and which we obtain as a result of acting for you subject to the following:
- We may use information for the purpose of acting for you;
- For disclosures to our auditors or other professional advisers or for the purposes of our professional indemnity insurance;
- As otherwise required by law or regulatory authority to which we are subject or by Order of a court or tribunal;
- For securing payment of any debt owed by you to us or otherwise enforcing our rights against you; and
- For the purpose of obtaining our own legal advice in relation to any matters arising out of our engagement by you (which may require sharing of your privileged material with our advisers in order to obtain such advice).
5.8 We may refer publicly to your name as a client of ours provided we do not disclose any information which is confidential to you.
5.9 We are under no duty to disclose to you any information acquired by us in acting for any other client or any information in respect of which we owe a duty of confidentiality to any third party.
5.10 Where you provide us with email addresses for sending material to, we will assume, unless you tell us otherwise in writing, that your arrangements are sufficiently secure and confidential to protect your interests. We cannot guarantee the security or effectiveness of our email communications and will not be liable for any loss arising from the delay, non-delivery or interception of emails or from our acting on false emails. Although we use anti-virus software to check emails which we send, we cannot guarantee that our emails will always be free from infection. You should inform us in writing if you do not want us to use email as a form of communication with you or if you require data to be encrypted.
6. FOREIGN LAWYERS AND OTHER ADVISERS
6.1 We will liaise with foreign lawyers, counsel, translators and/or other specialist advisers on your behalf as necessary. You may instruct them directly or, if we instruct them ourselves, we will do so as agent on your behalf, unless otherwise www.enyolaw.com ENYO LAW agreed with you. We assume no responsibility or liability for, nor do we guarantee the accuracy of, any advice given to you by any such foreign lawyers, counsel or specialist advisers or any translations provided to you by any translator.
6.2 You will be responsible for the charges, costs and any applicable tax in respect of such foreign lawyers, counsel, translators and/or specialist advisers and we assume no liability for them. We may arrange for these charges to be invoiced directly to you or alternatively, if we agree with you to do so, you authorise us to issue a single invoice to include these charges as well as our own and pay those charges on your behalf once in receipt of funds from you.
7. FILES AND DOCUMENTS
7.1 We may have a right to keep your papers, documents or other property which are in our possession and that of any third party instructed by us on your behalf (including counsel) until you have paid all the money that is due to us. This right, known as a lien, will continue after the termination of the retainer between us.
7.2 We will retain all papers and documents (except for any papers and documents not forming part of our client file to which you are entitled and ask to be returned to you or which are covered by our lien as above) for a reasonable period (being a minimum of six years) after closing the file, after which we may destroy the originals and any copies or images of them.
7.3 Where you request papers and documents to be sent to you or to any third party, you will pay our reasonable charges for handling costs and postage and you will pay our charges for copying such documents for our records (should we decide that retaining copies is appropriate).
8.1 Once instructed, we will normally continue to act for you in the matter until its conclusion. If circumstances arise where it is appropriate for us to cease acting, you will be responsible for our fees and expenses up to the date your instruction ends. You will also be responsible for any fees and expenses arising from our ceasing to act for you or for the transfer of the work to another adviser of your choice. We may keep all your papers and documents while there is still money owed to us for fees and expenses and/or unbilled fees and disbursements.
8.2 We will, on giving reasonable notice, be free to refuse to act or continue acting in accordance with our Regulatory obligations and in particular if –
• We consider that we are or may be in breach of the law or our Regulatory obligations by accepting or continuing to accept instructions;
• We consider that there is or may be a conflict or risk of conflict between your interests and those of any other client of ours or the LLP; • Any account or bill rendered by us in respect of fees or disbursements has not been paid within 14 days of the account or bill being rendered; or
• Any request for money on account of costs or disbursements incurred or to be incurred has not been complied with within one week of it being made (or within any lesser period that we consider appropriate in the circumstances).
8.3 We may also cease acting on other reasonable grounds, including, at our sole discretion, where we consider that an appropriate working relationship with you is no longer viable or where our relationship of trust and confidence has been seriously affected.
8.4 You may terminate our retainer at any time by notifying the matter partner detailed in your letter of engagement. No period of notice is necessary.
8.5 On early termination, by either you or us, you will remain liable to pay all fees and expenses incurred before termination and due under our contract or due on the basis of the time spent at our agreed (or if none are agreed, usual) hourly rates, together with any further fees and expenses for work necessary to transfer our files to another adviser of your choice. All our rights set out in these Terms of Business shall continue to apply even if we terminate the agreement.
8.6 If we are on the record as acting for you in any court or arbitral proceedings, the permission of the court or tribunal may be required before we can be removed from the record and, to that extent, your right to terminate our retainer may be restricted.
8.7 Unless otherwise terminated, our retainer will end when our work on the matter is completed and our final bill is issued.
9. FINANCIAL SERVICES
9.1 We provide legal, not financial, advice and therefore our services to you in no way should be taken as comprising advice on investment activity. We are not authorised by the Financial Conduct Authority (‘FCA’) under the Financial Services and Markets Act 2000. However, we are included on the Insurance Mediation Register maintained by the FCA which enables us to carry on insurance mediation activity which is broadly advising on, selling and administering insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed via the FCA’s website at www.fca.org.uk/register/.
10. ANTI-MONEY LAUNDERING
10.1 We may be required to provide satisfactory evidence of the identity of our clients and/or the identity of connected parties in order to comply with our obligations under the Proceeds of Crime Act 2002, and the Money Laundering Regulations 2017, and other anti money laundering rules.
10.2 Our verification of identity may include the use of electronic verification services and/or require you to provide us with original documents which we may scan and/or photocopy for our records. Under the legislation, we may also need to ask questions as to the source of funds to be used and additional questions as to the nature of your instructions. Any personal data we receive from you for the purpose of preventing money laundering or terrorist financing will be used only for that purpose or:
• with your consent, or
• as permitted by or under another enactment
10.3 In certain circumstances, the legislation referred to above may oblige us to make a report to the relevant authorities. Our obligation to make such a report may, in certain circumstances, override our duty of solicitor/client confidentiality and we may be prevented by law from informing you whether we have made, or intend to make, such a report. Subject to the section on ‘our liability’ below, we shall not be liable for any loss arising from or connected with our compliance with any statutory obligation which we may have, or reasonable belief we may have, to report matters to the relevant authorities under the provisions of the money laundering and/or terrorist financing legislation.
10.4 We reserve the right to decline the receipt of large sums of money in cash.
11. OUR LIABILITY
11.1 The instructions you have given us create a contract for our provision of services to you. We have a duty to work for you with reasonable care and skill. Our advice and services are for your benefit only and may not be disclosed (other than as required by law), used or relied on for any purpose other than the engagement concerned, or by anyone else (including any of your officers, employees or other personnel) without our prior written consent. The provisions of the Contracts (Rights of Third Parties) Act 1999 are thereby excluded.
11.2 Your contractual relationship is solely with Enyo Law LLP which has sole legal liability for the work done for you and for any act or omission in the course of that work. No member, consultant or employee of Enyo Law LLP, or service company owned or controlled directly or indirectly by one or more of the members, consultants or employees of Enyo Law LLP, will have any personal legal liability for that work whether in contract, tort, negligence or on any other basis. In particular, the fact that an individual member, consultant or employee signs in his or her own name any letter or other document in the course of carrying out that work does not mean he or she is assuming any personal legal liability for that letter or document. Accordingly, you agree that you will not bring any claim against (or name in any proceedings) any member, employee or consultant of Enyo Law LLP.
11.3 You agree that:
• In respect of this matter, our total liability (including, without prejudice to the above, the liability of any of our members, consultants, employees or connected service company) to you in connection with any claims in respect of any act, omission or negligence or any other basis shall be limited to the sum specified in the letter of engagement or, if no sum is specified, the sum of £3 million.
• If we act for you in relation to two or more matters, you agree that our total liability (including, without prejudice to the above, the liability of any of our members, consultants or employees) to you in connection with any claims in respect of (a) one act or omission (b) one series of related acts or omissions (c) the same act or omission in a series of related matters and (d) similar acts or omissions in a series of related matters, shall be limited to the sum specified in the letter of engagement or, if no sum is specified, the sum of £3 million. We shall not be liable for any consequential or indirect loss, whether or not it might have been foreseeable at the start of the matter(s).
• In no event shall the LLP be liable for any loss arising in any way from, or in connection with, the provision of inaccurate or incomplete information to us by you or on your behalf, your failure to provide or procure the provision of information to us either punctually or at all, or any dishonest or deliberate or reckless misstatement, concealment or other conduct on the part of you or any other person. Furthermore, we will not be liable for any failure to carry out our work or other obligation due to circumstances beyond our reasonable control.
11.4 If we are acting for more than one person, the limit of liability will have to be allocated among you. If our letter of engagement does not expressly set out each person’s share, that allocation will be a matter entirely for you. If for whatever reason you do not agree on an allocation, then you agree not to dispute the limit of liability on the grounds that no such allocation was agreed.
11.5 If you accept or have accepted any express exclusion and/or limitation of liability from any of your other professional advisers, our total liability to you arising out of the services will not exceed the net aggregate of the amount for which we would otherwise have been liable after deducting any amount which we would have been entitled to recover from such adviser as a matter of law whether pursuant to statute or otherwise, but are prevented from doing so as a result of any such exclusion and/or limitation of liability.
11.6 The limitations and exclusions on liability in these Terms of Business shall not apply to any liability for death or personal injury caused by our negligence or for any other liability that cannot lawfully be excluded or limited.
12. COMPLAINTS PROCEDURE
12.1 We always aim to provide the best possible service and are anxious to ensure that we deal with any concerns promptly. If at any time you have any queries or concerns on any aspect of a matter (including a bill) please contact the matter partner. If this does not resolve the matter to your satisfaction or if you would prefer not to contact the matter partner, please contact our senior partner at firstname.lastname@example.org. We will try to address any problem quickly and operate an internal complaints handling system to help us resolve the matter. We will provide you with a copy of our written complaints procedure on request.
12.2 If we are unable to resolve the matter internally, you may complain to the Legal Ombudsman. Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint. The Legal Ombudsman’s contact details are: PO Box 6806, Wolverhampton, WV1 9WJ; 0300 555 0333;
12.3 We will provide you with a copy of our written complaints procedure on request.
13. EQUALITY AND DIVERSITY
13.1 Enyo Law LLP has formal procedures in place to ensure equal opportunities. We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. Our Equality and Diversity policy is available on request.
14.1 If any part of these Terms of Business is held by any court or competent authority as invalid, illegal or unenforceable, in whole or in part, the remaining terms shall not be affected.
15. FORCE MAJEURE
15.1 Neither you nor we shall be liable for any failure to perform, or delay in performing, any obligations (other than payment and indemnity obligations) if and to the extent that the failure or delay is caused by force majeure and the time for performance of the obligation, the performance of which is affected by force majeure, shall be extended accordingly.
15.2 If the party claiming relief under this paragraph is prevented by force majeure from wholly or substantially performing its obligations under any agreement for a continuous period of more than 28 days the other party shall be entitled to terminate that agreement immediately by notice to the party claiming relief under this paragraph. Neither party shall be liable to the other because of such termination but you shall remain liable to pay all fees and expenses incurred before termination.
16. DATA PROTECTION
16.1 Our use of your personal data is governed by the EU General Data Protection Regulation (‘GDPR’), the Data Protection Act 2018 and other data protection regulations and our professional duty of confidentiality.
• what personal data we collect about you and how that data is collected
• how, why and on what grounds we use your personal data
• who we share your personal data with
• where your personal data is held and how long it will be kept
• your rights in relation to the personal data we hold or use
• the steps we take to secure your personal data
• how to make a complaint in relation to our use of your personal data
• how to contact us with any queries or concerns in relation to your personal data
17. LAW AND JURISDICTION
17.1 The contract between us is on the basis of these Terms of Business, our letter of engagement and any other written terms supplied to you.
17.2 The construction, validity and performance of this contract shall be governed by and construed in accordance with English law and, subject to what follows, subject to the exclusive jurisdiction of the English courts. We at our sole discretion may bring legal proceedings in any other jurisdiction, including the jurisdiction where you are domiciled or based, to recover fees or other sums payable to us, and/or refer the claim or dispute to arbitration, seated in London under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause 17. The arbitration shall be in English before a single arbitrator nominated by us.
17.3 Should you fail to provide us with a valid address for service in England and Wales of legal proceedings and all Court and arbitration documents and formal notices within 48 hours of being requested to do so, you agree that we shall, at our election, serve you at an address of our choosing.