1 Meridian South, Meridian Business Park, Leicester LE19 1WY
Telephone: 0116 2892200 Fax: 0116 2893733
DX 710910 Leicester Meridian
e-mail: enquiries@marrons.net
WebSite: www.marrons.net

Introduction
Charges
Invoices
Disbursements And Payments On Your Behalf
Money On Account
VAT
Contentious Work
Money Laundering precautions
Termination of Legal Services
Limitation Of Liability
Conflict
General Points

1.

These Terms of Business set out the basis for our provision of legal services to you. An engagement letter incorporating these terms will normally be sent to you, setting out the work to be undertaken by us and how we will charge for that work.

Our fees are based on the various criteria laid down by statute which states that our charges are to be fair and reasonable having regard to all the circumstances. As our time and expertise are the core elements of our service, our charges are calculated by reference to the normal hourly rates of the lawyers concerned. Other factors may also be taken into account, notably complexity, value or urgency, and an additional mark-up added. Hourly rates vary according to the level of seniority of each lawyer; your instructions will be carried out at the level of seniority appropriate to providing an efficient and economic service. The charge is calculated in units of 15 minutes.

We try, however, to be flexible in our charging approach and are prepared to consider alternatives to an hourly rate including, for example, fixed fees, blended rates, fee limits, percentage fees based on specific criteria, or retainers.

We will ensure that you are periodically informed of the level of fees incurred and will also advise you of any changes in circumstances that have a material bearing upon the previous information given to you about fees. However, modest increases in charge-out rates may be made without formal notification to reflect increases in our own costs which are unavoidable. This is particularly the case with indemnity insurance where renewal rates can vary widely from year to year. You are always encouraged to enquire at any time if you are concerned to know the most up to date position. If you require, we can automatically tell you when fees reach a certain level and place a limit on the level of charges that we may incur without further reference to you.

The current rates and terms of engagement will be despatched to all clients usually on a quarterly basis

Any estimate is given only as a guide to assist you in budgeting and should not be regarded as a firm quotation unless otherwise agreed in writing.

For a variety of reasons some instructions are not completed. A transaction may abort. In these circumstances we will charge for the work done.

We will normally send you invoices for work done on your behalf at least bimonthly during the course of a transaction and on its completion. We may send you more regular invoices if you ask us or where it is appropriate to do so. We will inform you if our invoices cover all the work carried out during the specified period, or are simply for payments on account of our overall charges.

Payment is due when our invoice is delivered. We may charge you interest on invoices not paid within 30 days of the delivery at the rate of 4% above the base rate of Bank of Scotland.

If a transaction or other matter is abortive, our fees will still be payable.

If our invoice is not made out to you but to a third party, you must pay our charges if and to the extent that the third party fails to pay our invoice in full.

We will often incur expenses on your behalf in the course of a transaction. These include the costs of travel, accommodation, couriers, searches, registrations, transcripts, agents who conduct investigations, photocopying, binding, long distance telephone calls, facsimiles, and other reasonable out of pocket expenses ("Disbursements"). Disbursements incurred on your behalf will be included in our next invoice or, if they exceed £200, will be invoiced separately at that time.

We will obtain your approval before incurring any substantial Disbursements (including barristers' fees or expert witness fees) in litigation. We will normally either require you to provide us with sufficient funds to cover such Disbursements or arrange for the person providing the services to invoice you direct. If we pay any such Disbursements on your behalf, we will invoice you for them and payment will be due from you on delivery of the invoice.

We will sometimes be required to give an undertaking (i.e. a binding commitment) to pay an amount of money on your behalf in relation to a matter. We will not give such an undertaking without your prior approval. We will normally require that the relevant amount (or a reasonable estimate of it) is paid to us before we can give the undertaking.

If we have to incur additional expenses for non-legal staff working overtime on evenings or weekends in order to meet deadlines set by you, we may include overtime charges as a separate item on our invoices to you.

A charge of up to 10% will be levied in respect of Disbursements.

We usually required clients to provide us money on account before starting work on their behalf. This will serve as a source of payment of our invoices when delivered. From time to time, we may ask you to replenish the account so that it does not fall below the agreed amount. Any funds in excess of our charges will be returned to you after the completion or termination of our services.

The terms on which interest is paid on money we hold for clients are governed by the Solicitors' Accounts Rules 1991.

We maintain records in respect of interest earned as required by the Inland Revenue and our professional rules. We may, when it is fair and reasonable, apply interest that has accrued on monies held on account (or otherwise received on your behalf) towards payment of unpaid invoices and/or accrued interest on those unpaid invoices.

All fees quoted, Disbursements and other charges are exclusive of value added tax (VAT). If we are satisfied that our services are outside the scope of the UK VAT, then we shall not charge VAT. If you are a European Union business client outside the UK, we shall not charge VAT provided we receive such evidence as we may reasonably require that you are operating in a business capacity.

If our services are subject to VAT, and if we incur interest, penalties or legal costs because any information on your VAT status is not correct, you must indemnify us fully on demand for these amounts.

If our invoices are not payable by you as our client but by a third party, you will still be liable for any VAT in respect of our charges.

You must pay our invoices irrespective of the outcome of any proceedings.

Any sums of money recovered from another party will be applied against any outstanding fees and interest on those fees. Our invoices must be paid before steps are taken to recover costs from the other side.

There is a general rule of the court that an unsuccessful party will be ordered to pay the costs of a successful party but the court can make a different Order if it sees fit. If you are awarded costs against another party, interest on those costs becomes payable from the date of the order for costs is made. To the extent that any of our invoices have not been paid, we may apply those costs and interest against our invoices and any interest on them.

Please note that:

• even if the proceedings are successful and you are awarded costs, it is most unlikely that these will cover all of your costs. Your unsuccessful opponent may not be able to pay these costs;
  
• if all or any part of your costs or the other side's costs have to be assessed during the course of proceedings or proceed to detailed assessment by the court after an award of costs, we will incur further costs on your account which you will be required to pay. This will include work undertaken by a costs draftsman instructed by us (whether in-house or independent). These costs may not be recoverable from the other side;
  
• if the proceedings are unsuccessful the court will usually award costs against you. These are payable in addition to our charges;
  
• if the other party is Legally Aided, then there are special rules about your recovering costs from your Legally Aided opponent if you are successful. If the other party is Legally Aided we would advise in more detail concerning your position over costs.
  

The question of costs in contentious work is a complicated one and you will be advised by us of your liability for costs at the beginning of a contentious matter and at regular periods during the conduct of the case by us on your behalf.

Like all firms of solicitors, we are now required by law to apply procedures to guard against the risk of money laundering. It will help us to avoid any problems with your legal work if you bear in mind the following points.

Identification checks: We may need to obtain formal evidence of your identity. This may be necessary even though we have acted for you before, or even if you are known personally to a member of staff. We will tell you if such evidence is necessary, but it may help us if you are able to bring evidence to our first meeting. Normally the evidence we would ask for is your passport, plus two or more documents to establish your address, such as recent utility bills, council tax statements, or bank statements.

Cash: We do not normally accept payment in cash.

Source of funds: At the start of any matter we will normally ask you to tell us the source of any funds you will be using. It is simplest for us if the source is an account, in your name, in a UK bank or building society. If the source is an unusual one, such as an account in another country, or in the name of someone other than yourself, please tell us as early as possible, including the reason.

Destination of funds: Where we are to pay money out to you, we will normally do so by cheque in your favour, or into an account in your name. If instead you want us to pay surplus money out into the name of someone other than yourself, please tell us as early as possible, including the reason.

Confidentiality: We have always sought to keep our clients' affairs confidential. However, the Proceeds of Crime Act 2002 can oblige us to report information about financial offences to the National Criminal Intelligence Service. In particular, if it seems that any assets involved in your matter were derived from a crime we may have to report it. This can include even small amounts of money, and covers all offences, including for example tax evasion and benefit fraud.
If we have to make a report we may not be able to tell you that we have done so. A report may result in an investigation by the police, the Inland Revenue or other authorities. The law contains exceptions. If you are concerned about how this may affect you, please ask us to clarify.

You may terminate our services at any time by giving us reasonable written notice, whether or not you have cause to do so. If you do so, you must pay our charges for work carried out up to date of termination. In those circumstances, we may keep all the papers which we are entitled to retain until all of our costs, Disbursements and interest have been paid.

Provided we fulfil our obligation to maintain proper standards of professional conduct, we may stop acting for you at any time on reasonable written notice. We will withdraw our services if:

• you fail to give us proper instructions;
• you fail to give us the co-operation which we are reasonably entitled to expect;
• our continuing to act would be impractical, unethical or unlawful;
• you fail to provide us (or to replenish) sufficient money to be held on account; or
• you fail to pay our invoices as and when rendered

The liability of this firm (which expression shall include its partners and employees) in respect of breach of contract, breach of duty, fault or negligence or otherwise howsoever arising out of or in connection with our engagement in relation to any matter in respect of which we are instructed by you shall be limited in total, unless otherwise varied and agreed in writing between us, to £10,000,000. This limit applies to the aggregate amount in any one year in respect of all claims and losses including damages, legal costs, interest and expenses due to any civil liability, including breach of contract, negligence and breach of any duty.

It is important that you consider this carefully and agree at the outset that such a limit is fair and reasonable in the circumstance. If you do not raise this matter with us at the outset you will be deemed to accept that this is so. We emphasise this responsibility is with you. In the event that you consider otherwise it needs to be drawn to our attention at the earliest possible stage in order that we can reconsider whether, and on what terms we are prepared to continue.

We shall have no liability to any third party to whom you have communicated or copied any advice or work provided by us, unless we have given prior written consent and the third party has agreed in writing to any conditions or limitations imposed by us.

You agree not to make any claim personally against any of our employees for legal liability which they have arising out of this agreement and the work and services provided by us. This does not affect our liability for any acts and omissions, subject to the above limit.

We shall not be liable for any loss of profit, business, contracts, revenues or anticipated savings or any indirect, special or consequential loss.

Nothing in this clause shall limit our liability for any matter for which we are unable to exclude or limit our liability by operation of the law.

If any part of this clause is held to be ineffective the remainder of the clause shall continue to apply.

An actual or potential conflict between your interests and the interests of another client of the firm may arise during the course of a matter. If this situation arises during our dealings with you, we will discuss the position with you and determine the appropriate course of action. In order to protect your interests, we may not be able to continue acting.

All communications between us (and all work done on your behalf) is confidential, but we may in certain circumstances be required by law to disclose information to a relevant authority (e.g. under the Criminal Justice Act 1993 or the Money Laundering Regulations 1993). By law, we are not allowed to inform you of such disclosures.

Unless specifically agreed in writing we do not provide tax or accountancy advice and would expect your accountants/tax advisers to deal with all issues relating to tax and accounting arising in respect of a matter and your tax and accountancy matters generally.

All work done and advice provided by us is for your use and benefit only and may not be supplied or passed on to any other person without our prior written approval. Our duty of care is to you as our client, not to third parties unless such responsibility is accepted by us in writing.

We may destroy files and documents relating to completed transactions or business six years or more after the date on which the file was closed. Original documents held by us will of course not be destroyed. We will seek your instructions at the close of the matter on which documents should be returned to you. In respect of any documents retained we reserve the right to make a reasonable charge and we shall only have a responsibility to you where such charge is paid.

These Terms of Business are governed by English law. By instructing us you agree that any dispute arising in connection with these Terms of Business or our services shall be subject to the exclusive jurisdiction of the English Courts. We may vary these Terms of Business from time to time by giving you reasonable written notice.