Who we are

Your agreement is with Tallar LLP.  Tallar is a limited liability partnership incorporated in England and Wales under number OC 346605 whose registered office is at 44 Kingscote Road, Birmingham, West Midlands, United Kingdom B15 3JY.  Tallar LLP is authorised and regulated by the Solicitors Regulation Authority. The Solicitors Regulation Authority is the independent regulatory body all the Law Society of England and Wales.  We are subject to the Code of Conduct published by the Solicitors Regulation Authority which can be found at www.sra.org.uk. Tallar LLP’s VAT registration number is 977814562.

Who will do the work for you?

The work that we agree to do for you will be undertaken by the person(s) nominated by us.

How to contact us

We prefer you to contact us by email or by mobile phone as notified by us to you.

How we may contact you

You agree that we may contact you by email at the email address and phone number(s) provided you to us, unless you and we agree that we may contact you by other means. You agree to notify us promptly if your contact details change.

What we agree to do for you

We agree to advise you on the matters we identify as being within the scope of our advice in or engagement or other written correspondence with you.

We refer in this letter to that work as the “Agreed Scope”.  The Agreed Scope is subject to the matters which appear under the heading “What we will not do” below and our fee for it stated below is subject to the matters listed under the heading “Assumptions” listed below and in our engagement letter with you.  If any of these assumptions is or proves to be incorrect, we reserve the right to make additional charges at the hourly rate noted below or, if the matter is an item listed in the examples of additional work which may be required, at the price stated for that work below.  Wherever practical, we shall seek to provide and agree with you a fee for any additional work before we undertake it.

Assumptions

We assume that:

v  You will, at all times act honestly, fairly and reasonably in your dealings with us and with the buyer and his solicitors;

v  Other parties and their advisers will  act honestly, fairly and reasonably in their dealings with you and with us;

v  No work or advice is required to be undertaken by us other than set out in the Agreed Scope;

v  Your accountants or other tax adviser will advise in relation to taxation matters and the implications of the Agreed Scope and you will rely on their advice and not on us to advise you about these matters;

What we will not do for you

You agree that we are not responsible for, and owe no duty of care to you in respect of, any of the following matters:

v  Advising you upon tax planning or the taxation implications of what we agree to do for you or the amount of any tax that may be payable by you or anyone else.  You agree that you will obtain your own tax advice about the work we agree to do for you and will not rely on any opinion that we express about such matters;

v  Advising you about the correct accounting treatment of any matter, agreement, transaction or arrangement that we look at as part of the work we do for you;

v  Advising you of the valuation of any asset or rights;

v  Whether it is commercially prudent or sensible for you to enter into a transaction, or arrangement that is the subject of or relevant to the work we undertake for you;

v  Advising you about pension matters.

We do not advise on any law other on the laws of England and we are not responsible for advising you as to the effect, meaning, and enforceability or on any other matters, of any documents, agreements or arrangements that are or may be subject to, or governed by, the laws of any other jurisdiction.

Unless we expressly agree otherwise in writing, we will not, and you agree that we owe no duty of care to you:

v  To notify you of any deadline that arises after our engagement with you has ended in connection with the transaction or arrangement on which you have sought our advice;

v  To do any work for you outside of the Agreed Scope; or

v  To retain or provide you with copies of any documents that we generate or advise upon.

Responsibility for the Agreed Scope

Your agreement is with Tallar LLP and it alone is responsible for providing advice and other services to you.

 You agree that none of the partners, members, shareholders, employees, directors, agents or consultants of Tallar LLP accepts, assumes or has personal responsibility for or any liability whatsoever to you or anyone else for advice and services provided under or pursuant to this engagement or in any other respect.

 You agree that our advice and services are provided to and may be relied upon you alone and that no-one else may rely on any advice that we give to you.

End of our engagement to work for you

You and we agree that this engagement to work for you ends:

v  When the work is completed;

v  When it appears to us, acting reasonably, that it is likely that the transaction or arrangement on which you have instructed us to work is not likely to be implemented, succeed or come into effect; or

v  When you or we terminate our engagement in accordance with this letter.

What you agree to pay to us

Wherever reasonably practicable, we will provide you with an estimate that our fees for the Agreed Scope.

If this agreement is terminated by you or us, or it ends, you agree to pay to us a sum not exceeding the amount of any estimate we have provided, as amended in accordance with this letter.  The amount you pay will be calculated by reference to the amount of time we have spent working on the matter for you, at the rates specified in our engagement letter with you.

You agree to pay to us:

v  Subject to any fixed fee or estimate that we have agreed with you, a fee at the hourly rate stated in our engagement letter with you plus VAT for every hour, or part of an hour that we spend in working for you. We charge for our time at this rate for any work that we agree to do outside the Agreed Scope, or, until we have provided an estimate, in working in the Agreed Scope;

v  We charge on the basis of 6 minute units and charge a proportionate part of that hourly rate for every unit of 6 minutes (or part of that unit) that we spend on working for you:;

v  We charge for the time spent on administrative matters at the hourly rate stated above. Administrative matters include opening a file for you, preparing and amending engagement letters, undertaking anti-money laundering checks on you and persons associated with you, travelling to and from meetings, making attendance notes of meetings and conversations relating to the work we do for you, waiting time and time recording time spent working for you;

v  In addition, if we travel to a meeting by car, 40 pence per mile travelled.  If we travel by train, we charge for the cost of first class travel, assuming we travel by those means;

v  The fees and expenses of all barristers, surveyors, valuers and other third parties whom we instruct on your behalf and with your agreement; and

v  A sum equal to all other out of pocket expenses we incur in carrying out the work we agree to do for you.

Interim billing

You agree that we may bill you for work we have done as part of the Agreed Scope, and work outside the Agreed Scope, according to the time we have spent in working for you at the rate specified above, before that work is completed and that you will pay those invoices upon presentation.  You agree that these invoices will be treated as final invoices for the work we have done to the date specified in our invoice and that if you do not pay the invoice, we may cease to work for you (as noted below).

Updates on our fees

We will provide you at regular intervals with an update of the time cost we have incurred, other fees payable to us and any expenses or disbursements we have incurred on your behalf.

When is payment due?

Unless, we agree otherwise, you agree to pay our invoices when we send or give them to you.

Other terms about payment

If you do not pay an invoice, we may, by giving notice to you, cease to work on the matter to which the invoice relates and on any other matter on which you have given us instructions. You agree not to make any claim against us for any loss you suffer because we have ceased to work for you. We may be also entitled to exercise a lien on any of your deed and documents that are in our possession.  If the matter is litigious, we may remove ourselves from the record and are instructed by you to file and serve the notice of acting in person that you have signed and provided to us.

You agree to pay our invoices free of any withholding or deduction of any kind whatsoever.

If we agree with you that any fees costs or disbursements (plus VAT, if applicable), which would otherwise be payable by you, are to be paid by another person, you will nevertheless remain liable for such fees, costs from disbursements (plus VAT, if applicable) to the extent that such person fails to pay them within a reasonable time.

We do not accept payments in cash and we do not accept payments into our client account. If you try to avoid this policy by depositing money directly with our bank, we may charge you for any additional checks that we need to undertake to satisfy ourselves as to establish the source of those funds and any other regulatory or compliance costs incurred by us.

If you do not pay our invoice within 30 days, we are entitled to charge (and you agree to pay) interest on the sum outstanding at the rate of 2% above the prevailing Bank of England base rate from the date of the invoice to the date of receipt by us of the monies.

You agree that you are liable separately and together for all sums payable to us in respect of this engagement.

 Payment by insurers

You should consider whether you have any insurance policy on which you might claim for the purposes of funding the fees and expenses in making this claim and, if you have on, make the claim immediately.

Client monies

We do not hold or accept payments of monies into our client account.  This means that you will need to provide identification information to the buyer’s solicitor so that his or her firm may complete anti-money laundering checks on you.

Communications and concerns

You will provide us and will instruct your other advisers and other participants in any matter on which we are instructed to provide us promptly with all information relevant to that matter.  You agree that any information provided to us is properly obtained and may be properly provided to us.

We may communicate with you by email.  You understand that email may not be secure and you authorise us to do so without using encryption.  You accept that email communication makes your computer software susceptible to viruses, Trojans, malware, adware and other forms of malicious programs or routines.

 

Confidentiality

We keep all information obtained from you, which is not in the public domain, confidential and will only disclose it with your authority or if required to so by law or a regulatory, competition or governmental authority.  You consent to our making such disclosure.

There may be occasions when we outsource work to word processing, photocopying or other service providers.  We will ensure all that such providers agree to keep your information confidential.

We may assume that we might disclose any relevant aspect of your affairs to your other professional advisers, unless you advise of otherwise in writing.

You agree not to disclose our advice without our prior written consent, unless you are required to so by law or a regulatory, competition or governmental authority.

We are entitled to assume that you consent to the disclosure of our involvement as your legal adviser in any matter in which we are instructed for the purpose of all publicity following its completion.

We shall not be under any duty to disclose to you or use on your behalf any information in respect of which we owe a duty of confidentiality to another client or any other person.  We may act for another client, notwithstanding that we hold confidential information relating to you and which may be material to that client, provided that such clients has waived disclosure of such information and proper arrangements have been put in place to ensure that such information is not disclosed to such client or those advising it.

Documentation

You are free to use and copy, for your own use only, any documentation created by us in the course of any matter in which we represent you, but all copyright and other intellectual property rights in the documentation and any original ideas created by us in the course of the matter will remain our property and should be kept confidential by you.  We may use any of the documentation created either by us or by any parties we instruct on your behalf for research purposes or to form the basis of advice to our clients provided we do not breach our duty of confidentiality to you.

We do not undertake to retain your files for any particular period of time but we generally keep all files for a minimum of six years from the days of the final invoice.  We may destroy files, without further reference to you, but any time after the expiry of such period, except those we expressly agree to keep inside custody beyond that period.  We may retain your files and other papers until you have paid or monies which you owe us. We may arrange for your file and papers to be scanned and stored electronically and if this is done, we shall then not retain the originals or hard copies. Any documents that you have provided will be returned to you.

 Third party advisers

We may, with your prior consent, instruct other lawyers, solicitors, barristers or other experts we reasonably consider are required to provide the service to you at your expense where we consider it necessary to do so.  We shall, however, consult with you before instructing any such person and for whose fees you will be responsible.  We are also authorised by you to discharge any fees which we consider necessary or desirable to achieve your objective.  We are not responsible for the advice given, services provided by or default of, any third party advisor.  We will, however, use all reasonable care in our selection all such persons.

 Complaints and conflicts of interest

You have the right to object to all invoices and apply for an assessment of all fees in accordance with Part III of the Solicitors Act 1974.

We want to give you the best possible service. However, if at any point you become unhappy or concerned about the service, we have provided then you should inform us immediately, so that we can do our best to resolve the problem.

In the first instance it may be helpful to contact the person who is working on your case to discuss your concerns and we will do our best to resolve any issues. If you would like to make a formal complaint, then you can read our full complaints procedure  which is available on request. Making a complaint will not affect how we handle your case.

What to do if we cannot resolve your complaint
The Legal Ombudsman can help you if we are unable to resolve your complaint ourselves. They will look at your complaint independently and it will not affect how we handle your case.

Before accepting a complaint for investigation, the Legal Ombudsman will check that you have tried to resolve your complaint with us first. If you have, then you must take your complaint to the Legal Ombudsman:

• Within six months of receiving our final response to your complaint
  and
• No more than one year from the date of the act or omission being complained about; or
• No more than one year from the date when you should reasonably have known that there was cause for complaint.

For more information about the Legal Ombudsman contact:
www.legalombudsman.org.uk

Call: 0300 555 0333 between 9.00 to 17.00.

Email: enquiries@legalombudsman.org.uk

Legal Ombudsman PO Box 6806, Wolverhampton, WV1 9WJ

What to do if you are unhappy with our behaviour
The Solicitors Regulation Authority can help if you are concerned about our behaviour. This could be for things like dishonesty, taking or losing your money or treating you unfairly because of your age, a disability or other characteristic.

Visit their website to see how you can raise your concerns with the Solicitors Regulation Authority.

We maintain records of the clients for whom we act to establish the extent of any conflict of interest that may affect our ability to act and we are subject to the Solicitors Regulation Authority’s Code of Conduct on conflicts of interest which can be found at www.sra.org.uk.

Compliance and regulation

We are required to identify our clients for the purpose of anti-money laundering legislation.  We must obtain information from you about your identity (typically your passport/driving licence and a home utility bill issued within the last three months) and retain copies of this information on our files.  You agree to provide to us the originals of the documents needed to verify your identity, when we request it.  We are required to update this information periodically. If you do not provide the information within a reasonable time, we may cease to act or be unable to do so.  We may provide copies of this information to third parties whom we instruct on your behalf.

We are required to report to the National Crime Agency any reasonable grounds to know or suspect and our knowledge or suspicion that a criminal offence giving rise to any direct or indirect benefit from criminal conduct has been committed, regardless of whether the offence has been committed by our clients or by a third party and we may not be able to discuss such reports with you because of the restrictions imposed by the tipping-off provisions of the anti-money laundering legislation.  We shall not be liable to you for any loss or damage which you may suffer or incur as a result of our making such a report, including, without limitation, as a result of any delay to any stage of any matter or as a result of completion being prohibited by the National Crime Agency.

We are not authorised by the Financial Conduct Authority.

We are not authorised under the Financial Services and Markets Act 2000, but we are able in certain circumstances to offer a limited range of investment services to clients because we are regulated by the Solicitors Regulation Authority.  We are not retained to provide investment advice to you and nothing we say or do should be construed as an invitation or inducement to engage in investment activity.

Limitations of liability

You may terminate our engagement at any time by giving us notice in writing.

We may stop acting to you if we believe we have good reason to do so, but only on reasonable notice.

Termination does not relieve you of your obligation to pay our fees, expenses and disbursements up to the time of our ceasing to act.

Contracts (Rights of Third Parties) Act 1999

No provision in these terms of engagement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these terms of engagement, other than any member, shareholder, partner, employee or consultant of Tallar LLP, although the parties may rescind or vary these terms of engagement without the consent of a member, shareholder, partner, employee or consultant of Tallar LLP.

 Equality and diversity

Tallar LLP is committed to promoting the quality and diversity in all its dealings with clients, third parties and employees.  Please contact Andrew Harrison by the name specified in the stands if you would like to copy of our quality and diversity policy.

Insurance

Tallar LLP currently carries professional indemnity insurance that is provided by International General  Insurance Company (UK) Ltd under policy number P/PIA/10560/23/SRA.   The policy provides for £3,000,000 of cover, in aggregate, for any one claim subject to the terms of the policy.

You agree that Tallar LLP may change its insurance providers and may, in its sole discretion, vary the amount of the insurance cover maintained by it and its insurer, provided it carries insurance in the minimum amount required by the Solicitors Regulation Authority to be maintained by it from time to time.

Data protection

We use the information you provide to us primarily for the provision of legal services to you and for related purposes, including updating and enhancing our client records, analysis to help us manage our practice, statutory returns and legal and regulatory compliance.  Our use of that information is subject to your instructions, the Data Protection Act 1988 and our duty of confidentiality.  Please note the work for you may require us to give information to others, including other professional advisers.  You have a right of access under the data protection legislation to personal information to be held about you.

Entire agreement

These terms of engagement supersede any earlier agreement with you.  Unless you and we agree otherwise in writing these terms of engagement constitute the entire agreement between us in relation to our engagement.

Governing law and jurisdiction

These terms of engagement (including as to their formation) are and will be governed by and construed in accordance with English Law.

Any claim by you in relation to the services provided to you by us will be determined by the courts of England and Wales, which will have exclusive jurisdiction in relation to any such claim.

If the validity or enforceability of any provision of these terms of engagement is in any way limited by any applicable law or regulation, such provision shall be valid and enforceable to the fullest extent permitted by such law or regulation.  The invalidity or unenforceability of any provision of these terms of engagement shall not affect the validity or enforceability of any other provision.