Boddy Matthews
Solicitors

+44 (0) 1737 339838

 
 

Terms of Business

 

1. Introduction

 

  1.1 These terms of business apply to all services provided to you by Boddy Matthews Limited. When you instruct us to advise you on a new engagement we will normally send you a letter (“Engagement Letter”) confirming your instructions. The terms of that letter (if any) and these terms of business will together form the contract between us (“Engagement Contract”) for that engagement.
  1.2 Boddy Matthews Limited trades as Boddy Matthews. Boddy Mathews Limited is registered in England and Wales (Company number 8331531). The Company’s registered office is at 7-11 High Street, Reigate, Surrey RH2 9AA and the Directors are Helen Boddy and Kate Matthews.

 

1.3 As an English Limited Company we have “Directors” not “Partners”. It is more usual for senior professionals to refer to themselves as “Partners” and we have retained this terminology in these terms of business. The Engagement Contract is between you and Boddy Matthews Limited and you agree to pursue only Boddy Matthews Limited for any claim in connection with our services – see also section 10 of these terms of business.


2. Your Contacts at Boddy Matthews

 

  2.1 The first Engagement Letter that we send you will identify the partner with responsibility for our work for you (“Client Partner”). Your Client Partner will maintain an overview of your affairs and will be happy to discuss methods of reporting which are tailored to your needs.

  2.2

The Engagement Letter for each engagement will identify the person (if different from the Client Partner) with primary responsibility for the engagement and the person (if different) managing it from day to day. Other suitable colleagues may assist as the engagement progresses.


3. Scope of Services

 

  3.1 The services we provide for any engagement will be described in the Engagement Letter or will otherwise be agreed between us at the outset of the engagement and may be varied by agreement during the course of the engagement.

  3.2

Except to the extent that we agree otherwise in writing, our services will not include advice on the taxation implications of any course of action.


4. Charges

 

  4.1 We seek an open relationship with our clients and will be happy to discuss any aspect of our charges at any time.

  4.2 Our charges are generally based on the time we spend in dealing with an engagement, including meetings, preparation and thinking time, correspondence, telephone calls and time spent working on documents and other papers. Our Engagement Letter will outline the relevant hourly rates for the personnel involved in any engagement unless you have already been notified of those rates. We review our hourly rates in March each year.

 

4.3 If an engagement is particularly complex or urgent or of high value, this may also be taken into account by us in proposing a level or basis of charges.
  4.4 In appropriate cases, we may charge on an alternative basis to hourly rates, including capped or fixed fees, blended rates, percentage fees by reference to agreed criteria or retainers.

  4.5 Whether or not an engagement proceeds to completion, we will charge you for work done and expenses incurred, unless otherwise agreed in writing.

  4.6 As appropriate, our Engagement Letter will confirm any further specific points on charges relating to an engagement, such as any estimate or reasons why an estimate cannot be given, or any other basis of charging, any agreed ceiling on the charges which may be incurred without further reference to you. Unless otherwise stated, any estimate will not amount to a binding agreement that we will perform our services within a fixed time or for a fixed fee.

 

5. Disbursements and Expenses

 

  5.1 We may, on your behalf, incur certain other expenses (such as search fees, courier charges, stamp duty, overseas lawyers’ fees, Court fees, conference call charges, travel costs). You will have to pay those expenses or reimburse us for them. We generally only charge for photocopying where the amount of that photocopying is significant.

  5.2 Should substantial disbursements be incurred, we will consult with you where practicable and will require immediate payment upon an invoice which may be billed in advance of completion of the work.

6. Value Added Tax

 

  6.1 All hourly rates and any estimates or quotations given by us are net of VAT, which will be added to our charges as applicable. VAT will also be payable on some disbursements.

  6.2 Our VAT registration number is GB 156676473


7. Billing and Payment Arrangements

 

  7.1

Timing of bills

We will send you periodic bills for our services and expenses at appropriate intervals while the work is in progress (unless otherwise stated in our Engagement Letter, this will normally be every month). We will send a final bill after substantial completion of the engagement. We will also request payments in advance of completion of our work where invoiced as appropriate.

  7.2

Settlement and Interest

Our bills are payable within 7 days and we reserve the right to charge interest on the balance outstanding from the eighth day after delivery of the bill at an annual rate of 3% above HSBC Bank plc’s base lending rate from time to time (accrued on a daily basis). We also reserve the right to suspend work on any engagement where any bill is unpaid for more than 7 days.

 

7.3

Payment of funds

We are unable to accept or make payment in cash. Payments to you will usually be made by bank transfer.

  7.4

Your primary responsibility for our charges

Even if someone else has agreed to pay or is responsible for paying all or part of your legal costs, we will normally address our bills to you and you will, in any event, be responsible for paying them.

  7.5

Accounting for interest

We will account for any interest as appropriate.

  7.6 Client monies
We will not hold monies for you on account. We do not operate a client account.

8. Lien

 

  8.1 There are circumstances where we are entitled to retain property which belongs to you and which we are holding on your behalf where our charges and expenses are unpaid. Property includes documents and monies we are holding for you. This right is known as a solicitor’s lien. We may exercise the right at any time where charges and expenses are unpaid.

 

9. Termination of Instructions

 

  9.1

Your right to terminate

You may at any time terminate our appointment in writing. We will be entitled to keep all your property, including your papers and documents (stored on any media), while there is money owing to us for our charges and expenses (see paragraph 8 above).

  9.2

Our right to terminate

We may decide to stop acting for you with good reason. For example, if you do not pay an interim bill, or a request for payment of disbursements is not complied with, or if you 2016 4 fail to give clear and proper instructions on how we are to proceed, or you give us instructions which conflict with our rules of professional conduct. We will notify you of any such decision.

 

9.3

Payment of fees on termination

If you or we decide that we will no longer act for you, you will pay our outstanding charges and expenses including those not yet billed.


10. Exclusions and Limitations of Liability

 

  10.1

No claims against individual employees/consultants/partners

Having regard to our legitimate interest in limiting the personal liability and exposure to litigation of individual employees, consultants and partners, you agree that you will not bring any claim, however arising, against any of our individual employees, consultants or partners personally in respect of losses which you suffer or incur, directly or indirectly, in connection with our services. The provisions of this paragraph 10.1 will not limit or exclude our liability for the acts or omissions of our employees, consultants or partners.

  10.2

Proportional liability

Where you have a number of advisers, including us, advising you in relation to an engagement, we may be prejudiced by any limitation or exclusion of liability that you agree with any of those other advisers. Accordingly, in order that our position is not so prejudiced, you agree that we will not be liable to you for any amount, however arising, which we would have been able to recover from any other person by way of indemnity, contribution or otherwise but are unable to recover because you agreed, or are treated as having agreed, with such other person any exclusion of or restriction on their liability.

 

10.3

Liability cap

We may, from time to time, agree with you that our aggregate liability in relation to an engagement is limited to an amount specified in the relevant Engagement Letter (a “Liability Cap”). Where a Liability Cap is agreed it will apply to our aggregate liability, however arising, to you for all losses (including costs and expenses) arising from or in connection with our services in relation to the relevant engagement.

  10.4

Meaning of “however arising”

For the purpose of paragraphs 10.1, 10.2 and 10.3, “however arising” covers all causes and actions giving rise to liability, whether arising by reason of negligence, misrepresentation (before and/or in the Engagement Contract), other tort, breach of contract, breach of statutory duty or otherwise.

  10.5

Force majeure

We shall not be liable to you to the extent that we are unable to perform our services as a result of any cause beyond our reasonable control including without limitation industrial action (other than solely of our employees or consultants), act of God, war, riot, civil commotion, acts of terrorism, theft, malicious damage (other than of our employees), accident, failure or breakdown of plant, computers, machinery, systems or vehicles, fire, flood, extreme weather conditions, power failure or failure of telecommunications. In the event of any such occurrence affecting us, we shall notify you as soon as reasonably practicable.

  10.6

Limitation on exclusions

Notwithstanding any other provisions of the Engagement Contract, the exclusions and limitations of liability referred to in the Engagement Contract will not affect our liability for fraud or otherwise to the extent prohibited by law.

 

11. Confidentiality

 

  11.1

Our duty of confidentiality

We owe a duty of confidentiality to all our clients. You agree, however, that we may, when required by our insurers or other advisers (including our auditors), provide details to them of any engagement on which we have acted for you, and that we may also disclose confidential information relating to your affairs if required to do so by them or by law or the rules of any relevant professional body.

  11.2

Outsourced services

Sometimes we ask third parties to do typing or photocopying or other support services to ensure they are done promptly. We will always seek a confidentiality agreement with those suppliers but, if you do not want your documents or papers to be released to such suppliers, please let us know as soon as possible.

 

11.3

Money laundering disclosure obligations

Although we owe a duty of confidentiality to all our clients, we may be required by law to make a disclosure to the Serious Organised Crime Agency or other similar organisation where we know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your engagements, we may be unable to tell you that a disclosure has been made and we may have to stop working on your engagement for a period of time and may not be able to tell you why.

 

12. Documents and Emails

 

  12.1

Retention of files and documents

Files and other papers relating to your engagements will be stored for such time as we judge reasonable (usually 6 years from the date our Engagement Contract ends) or for such time as we are required by law to do so, after which we may destroy them. Such files or papers may be preserved on microfilm or electronic form. We will not destroy original documents you ask us to deposit in safe custody.

 

  12.2

Copyright

Unless we expressly agree otherwise the copyright in the original materials that we generate for you belong to us. However, subject to payment of our relevant charges you are permitted to make use of those materials only for the purposes for which they are created.

 

12.3

Email communications

If you have the necessary facilities we will communicate with you by email, except to the extent that you instruct us not to do so. Documents sent to you by email (whether or not containing confidential information) will not be encrypted unless you request us, 2016 6 in writing, to encrypt outgoing mail and we are able to agree with you and implement mutually acceptable encryption standards and protocols.


13. Severance of Terms

 

  13.1

If any one or more provisions of an Engagement Contract shall be declared to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of that Engagement Contract shall not be affected or impaired.

 

14. Third Party Rights

 

  14.1

No provision of an Engagement Contract (other than this paragraph and paragraph 10.1 above) will be enforceable under the Contracts (Rights of Third Parties) Act 1999. Other than an employee, consultant or partner wishing to rely on paragraph 10.1, no third party shall have any right to enforce or rely on any provision of an Engagement Contract. The notification or consent of any of our employees, consultants or partners shall not be required in order to rescind or vary the Engagement Contract. The aggregate liability of us and all of our employees, consultants and partners collectively shall be no greater than our aggregate liability alone, as set out in the Engagement Contract.

 

15. Assignment

 

  15.1

We may assign the benefit of an Engagement Contract to any person that continues all or part of the business of Boddy Matthews Limited in succession to us. You will accept the performance by the assignee of the Engagement Contract in substitution for the performance of that contract by us.

 

  15.2

Subject to paragraph 15.1 above, neither you nor we shall have the right to assign the benefit of an Engagement Contract without the written consent of the other.


16. Associates

 

  16.1

In relation to any engagement, unless the Engagement Contract expressly states otherwise, you agree to and accept the provisions of the Engagement Contract on your own behalf and as agent for each Associate. You warrant that you have or will have authority to retain us on behalf of each Associate. You will procure that each Associate will act on the basis that they are a party to and are bound by the relevant Engagement Contract. References to “you” in paragraph 10 above apply to you and all Associates together if a single party.

 

 

17. Definitions and Interpretation

 

  17.1

In these terms of business:

“Associate” means in respect of an engagement (unless the Engagement Letter expressly states otherwise) any of your group undertakings (as defined by Section 1161(5) of the Companies Act 2006) which is a recipient of our services in relation to that engagement and any other person or organisation which the Engagement Letter identifies as, or we and you agree in writing may be treated as, a recipient of our services in relation to that engagement;

 

“engagement” means a transaction, case or other matter upon which at any time you instruct us to advise you;

 

“our services” means the services provided by us to you as described in an Engagement Contract and any other legal services provided to you at any time in relation to an engagement;

 

“partner(s)” means director(s) of Boddy Matthews Limited;

 

“Boddy Matthews Limited” refers to the limited liability company and any other company wholly owned by or on behalf of such limited liability company or the partners of Boddy Matthews Limited and any person to which an Engagement Contract may have been assigned in accordance with paragraph 15.1 above;

 

“we”, “us” or “our” (and similar expressions) refers to Boddy Matthews Limited, and “you” or “your” (and similar expressions) refers to our client.

  17.2 In the event of any inconsistency between an Engagement Letter and these terms of business the Engagement Letter shall prevail.


18. Application of these Terms and Variations

 

  18.1

These terms supersede any earlier terms of business we may have agreed with you and, in the absence of express agreement to the contrary, will apply to the services referred to in any Engagement Letter accompanying these terms and all subsequent services we provide to you. From time to time it may be necessary to amend or supersede these terms by new terms. Where this is the case we will notify you of the changes and, unless we hear from you to the contrary within 14 days after such notification, the amendments or new terms will apply from the end of that period.

 

 

19. Regulation

 

  19.1 We are regulated by the Solicitors Regulation Authority (SRA). Our SRA reference is 591302. The SRA is the independent regulatory arm of the Law Society of England and Wales, our professional body.

  19.2 A copy of the Code of Conduct 2011 which sets out the conduct rules applying to solicitors is available from the SRA. (www.sra.org.uk/solicitors/handbook/code/content.page).

 

19.3

We are members of the Law Society of England and Wales which is our designated professional body.


20. Complaints

 

  20.1

Complaints procedure

We will be doing all we can to ensure that you are delighted with our services. If you are unhappy at any time with any aspect of our services please tell your Client Partner immediately. If we are unable to resolve any concern through your Client Partner, you should contact our Complaints Handling Partner. If for any reason we are unable to resolve your concern through our formal complaints procedure, you can complain to the Legal Ombudsman, an independent complaints handling body. (www.legalombudsman.org.uk)

 

You have six months from the date of our final letter in which to complain to the Legal Ombudsman.

 

Alternative complaints bodies (such as Ombudsman Services, ProMediate and Small Claims Mediation) exist which are competent to deal with complaints about legal services should we both wish to use a scheme.

 

If you are a client and we have made a contract with you by electronic means you may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. This service can be found at http://ec.europa.eu/odr. Our email address is info@boddymatthews.com.

  20.2

Assessment of invoices

If you are unhappy with an invoice we send you, you have the right to object to it. You may do this through our complaints procedure. You also have the right to apply to the Court for an assessment of the invoice under Part III of the Solicitors Act 1974.

21. Governing Law and Jurisdiction

 

  21.1

Each Engagement Contract shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising from or under an Engagement Contract shall be subject to the non-exclusive jurisdiction of the English courts.


 
     
 

Office Address

 

Boddy Matthews Limited
7-11 High Street
Reigate, Surrey
RH2 9AA

 

Contact

 

+44 (0) 1737 339838 info@boddymatthews.com

Chambers / Legal 500

 

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