Annexure B- Standard terms and conditions of service
1. Law Firm:We would like to clarify that The DLCis a law firm/practice regulated by the Solicitors Regulation Authority (the ‘SRA’) with the SRA number being 662717.
2. Jurisdiction: We are authorized to practice in England and Wales and in India. In addition, as mentioned above, as The DLC is authorised by the SRA, all advice relating to England & Wales is given in the capacity of a solicitor. We do not practise in any other jurisdiction. Any advice that we may give in respect of other jurisdictions is commercial advice only; it is not legal advice and you must not rely on it. If you wish to obtain legal advice pertaining to other jurisdictions, please instruct us accordingly in writing so that we may be able to introduce you to a suitable law firm authorised to practice in the relevant jurisdiction.
3. Customer Due Diligence and Money Laundering Checks:
As per the Money Laundering Regulations The DLC will undertake customer due diligence, for the purposes of which The DLC reserves the right to call upon its Clients to submit their proof of identification and/or any other documents/ customer due diligence forms it may deem necessary. In the event that the Client does not submit the documents requested by The DLC (for the purposes of customer due diligence and money laundering checks) The DLC reserves the right to refuse providing services to the Client and for which The DLC will not be held liable or responsible for the breach of any professional duties. By signing a Letter of Engagement/ Client care letter with us, you agree to us using your information to undertake necessary identification/ AML checks.
4. Conflict of interest:
Before accepting any assignment The DLC conducts internal conflict of interest checks in order to verify that we can accept an assignment.
Notwithstanding these checks, circumstances may arise that prevent us from representing the Client in a current, ongoing or future matter. In these circumstances the rules of professional conduct relating to the conflict of interest will apply under which The DLC may be able to terminate the agreement with the Client at any time.
The relations between The DLC and the Client are not mutually exclusive. The Client may therefore avail of the services of other law firms and legal consultants and The DLC reserves the right to provide legal services to other persons including the right to provide services to persons operating in the same field as the Client or those potentially having interests opposite to those of the Client.
5. Advice based on information provided by Clients: The Client here by acknowledges that any legal advice given by The DLC is based solely on the information and documents provided by the Client. Any change in the information provided by the Client may affect the accuracy of the legal advice provided. In the event that new circumstances come to light and/or the Client provides updated information, The DLC will discuss the implications of the same with the Client and with the Client’s permission continue to work on the matter to provide conclusive legal advice in light of the new and/or updated information.
6. Client documents: During the course of our engagement with the Client, the Client may provide us with documents relating to this matter. It is our practice to store electronic copies of our Client’s documents and we do not typically store paper copies of our Client’s files. If a Client submits original documents to us, we typically duplicate the originals electronically and return the original documents to the Client. If in case, original documents relating to the Client have been retained by us during the course of the engagement, then within 30 days of the termination of this matter or earlier, if appropriate we will return the original documents to the Client.
We will keep the electronic copies of our Client’s files for a period we deem advisable for our records, such a period not being less than (5) five years from the date of termination of a matter (the ‘Saving period’). It is the Client’s obligation to request us before the expiry of the Saving period to return any material relating to their files that may be in our records. After the expiry of the Saving Period we reserve the right to destroy the files depending on our space needs. No further notice that the files are being or will be destroyed will be given to the Client.
7. Professional fee: While we can charge a fixed fee for certain services certain others have to be billed for on our hourly basis. At The DLC we use a combination of the fixed fee and hourly charges model. An indicative Schedule of Fees has been provided here. In addition a Schedule of Fees is always included in our Client Care Letter/Letter of Engagement. While services will be charged for in accordance with the indicative fee quotes stated in the aforementioned Schedule of Fees, as standard practice before undertaking any work we give our Clients an estimate of our professional fee and other charges that we may charge relating to a matter. We commence work on the matter only once our Client has approved of the estimated fee quote and formally instructed us (via email) to proceed.
For matters that will be charged on an hourly basis, our fees will be based on the time spent by our lawyers and paralegals/legal assistants and law clerks if any. The chargeable fee will include all the time spent regarding the engagement including telephonic and office conferences with the Client or any third party where such conferences relate to the Client matter, internal meetings and conferences relating to the matter between the lawyers of The DLC and their staff, factual investigation as may be needed, legal research, responding to the Client and/or any third parties if they have queries relating to the matter and/or need information relating to the matter, drafting of advice Memos, emails, agreements, contracts, Memorandum of Understanding and/or any other document that may be required to be drafted for the purposes of the matter.
8. Other charges: In addition to charging our professional fee, our statements to the Client will include disbursements and charges for services incidental to the performance of services relating to the matter such as identity check charges, copies, postage, scanning, long-distance telephone calls, travel and transport, over-time by legal assistants and secretaries relating to this matter, specialised computer applications such as for legal research or for computerised document management and storage. Unless special arrangements are made, payment of all fees, disbursements or charges for third party products and services relating to the matter will either be billed directly to the Client or forwarded to the Client for direct payment. This would include statements from other service providers such as experts, notaries, registrars, printers, compliance and credit check agencies etc.
9. Billing and terms of paymentOnce we have completed working on the matter we share our advice, report, draft, notice, etc. (the ‘Deliverables’) with the Client and after the Client has confirmed receipt of the same and no further changes and/or iterations are required we raise our invoice relating to the matter.
Invoices will be raised based on the indicative Schedule of Fees as provided in the Client Care Letter. For our hourly rates the minimum-billing interval would be 1/10th of an hour, i.e. 6 minutes increments
All invoices must be paid on delivery of the invoice. In the event the invoices are not paid within seven (7) days, we reserve the right to charge interest at the statutory interest rate, which is 8% plus the Bank of England base rate per annum.
If you pay us in another currency (i.e. not the currency in which payment was requested) we will convert the payment at the Barclays standard exchange rate and deduct any charges we incur in receiving such funds. You remain liable for any shortfall after such conversion and deductions.
Payment on account: Currently we do not ask cCients to make payment on account. Therefore, once we have shared the Deliverables with you, we request you to make all payments promptly.
10. Electronic communication: Unless otherwise directed we will communicate with the Client using electronic communication.
11. Insurance: We at The DLC maintain the following insurance policies, the details of which can be shared upon a Client’s request.
12. Complaints redressal: The interests of our Client are of paramount importance and we always strive towards protecting our Clients’ interests. However, should you not be satisfied with our services and/or charges or bills you can contact our founder Miss Geeta Daswani by writing to her at u>firstname.lastname@example.org. Client complaints if any will be considered very seriously and we will be happy to address your complaints in order to arrive at an appropriate solution most satisfactory to you. However, it is requested that the Client lodge the complaint in a format reproducible in writing and that gives a description of the complaint and supporting evidence if possible. We encourage you to read our complaints handling procedure which is available on our website. The complaints handling procedure will also be made available to you via email if so requested.
13. Termination: The Client may terminate our engagement by giving us a notice of termination at any time. Likewise, we may be able to terminate this engagement with the Client by serving upon the Client a fourteen (14) days’ notice of termination or of such reasonable period as will allow the Client to employ the services of another law firm.
In some cases, The DLC may be obligated or entitled to terminate the engagement under the rules of professional conduct, for example, if the Client has given us false information, or demands us to use means that are not permissible under law to protect the Client’s interests or to act in a manner that are contrary to our professional code of conduct or any other rules regulating the legal profession, or if a conflict of interest exists or is likely to arise or if the Client acts contrary to our instructions or in any manner expresses that he/she has lost trust in us, or gives us instructions that are detrimental to the Client or that is clearly useless for the performance of the assignment and does not forego demanding compliance with these instructions irrespective of our explanations.
If at the time of termination, whether at the instance of the Client or that of The DLC there are any invoices that are due and/or haven’t been paid by the Client, the same will have to be paid within fourteen (14) days from the date of the notice of termination.
The DLC also reserves the right to terminate the fulfilment of an assignment with immediate effect (by serving a notice upon the Client) provided that such a termination does not contradict the rules of professional conduct if the Client fails to pay an invoice relating to the legal services when due. An invoice overdue for over thirty (30) days constitutes a fundamental (material) breach of this Agreement, and then The DLC may terminate this Agreement extraordinarily with immediate effect (upon informing the Client) regardless of the completion of the assignment for the performance whereof the Agreement was entered into.
14. Limitation of Liability: Having taken into account all relevant factors of this matter we propose that our total liability of whatever nature whether in contract or tort (including negligence), under statute or otherwise, to you and to all (if any) other persons who may have the benefit of or rely on our work for losses arising from or in any way connected with the matter in question will in no circumstances exceed GBP 2 million. The DLC is not liable for loss of profit or any non-proprietary damage.
The liability of The DLC to the Client will be reduced by insurance indemnities that may be available to The DLC and/or any compensation for damage that may be received by the Client under any insurance agreement and/or any other agreement, unless it is contrary to the Client’s agreement with the insurer or the third party or the Clients’ rights against the insurer or third party are thereby restricted.
The DLC reserves the right to limit its liability to a lower amount than the amount stated above subject to its agreement with the Client and the nature of the assignment/matter or part thereof.
The DLC will not be liable for any damage caused by the advice and/or documents given to the Client when they have been used for purposes other than those for which they had originally been prepared.
We will only be liable to the person entering into the present agreement with The DLC and will not accept liability for any damage caused to a third person not connected with the matter worked on.
The DLC will not assume any liability for damage caused by the advice given or services provided by external counsel (including other law firms) whether such an external counsel was appointed at the initiative of The DLC and/or of the Client.
The DLC does not assume any liability for damage caused to the Client where the Client has acted in a manner contrary to the advice given by us or has directly negotiated and/or agreed upon certain terms with the opposite party without having involved and/or informed The DLC or where The DLC was not given an opportunity of advising on the said negotiation and/or agreement.
If the law prescribes the liability of the solicitors, legal consultants and/or employees working at The DLC or of individuals providing services through The DLC, then the limitations of liability set forth herein shall apply to those persons as well.
15. Intellectual Property Rights and Confidential Information:
All the advice, legal research notes, training material and other content provided by The DLC to the Client is the sole and exclusive Intellectual Property of The DLC and can be used by the Client and/or persons associated with it (such as employees, partners and affiliates) exclusively for the purposes for which they have been provided to the Client. The Client acknowledges that it will not share such content with third parties or pass off training material if any provided by us as its own.
Subject to clause 15 of these General Terms, The DLC will keep confidential any Client information that it receives during the course of its engagement.
If necessary, for the provision of legal services, or if required by any law and/or any statutory obligations, The DLC may disclose to third parties (including notaries, banks, translators and/or any other authorities) confidential information and documents regarding the Client without separate consent from the Client. If the Client instructs The DLC to use the services of other service providers for the provision of legal services or if the Client agrees to use other service providers suggested by The DLC, The DLC might disclose to such service providers such confidential information relating to the Client, as The DLC considers necessary for the overall performance of the assignment.
The DLC is also entitled to disclose Client information entrusted to it by the Client or relating to the legal services provided to the Client in the course of internal review and/or any professional investigation under the ethics/disciplinary procedure where such an investigation is being carried pursuant to the rules and regulations of professional conduct.
16. Use of Information:
16.1 Source of information: We may collect and/or receive information about you and other individuals directly from you, from third parties connected with your matter, public records available and/or other unconnected third parties.
16.2 Multiple clients: When two or more clients have jointly engaged us for a particular matter, each Client agrees that we may share and/or disclose its information to the other.
16.4 If you are a data controller or data processor: If you are a data controller or data processor for others and you provide to us personal data relating to others, then you confirm that you have a lawful basis for doing so under the relevant data protection laws and where the basis is consent or authorization of data subjects, you confirm that you have secured such consent from the data subjects to whom such information relates and that they consent to us receiving and using the information while acting on your behalf.
16.5 Special category data: During the course of this engagement we may need to use special category data. Your acceptance of these standard terms and conditions of service constitutes your explicit consent for us to process any such special category personal data during the course of our engagement. Special category data is more sensitive and includes information relating to a person’s racial or ethnic origin, political opinions, religious beliefs or other beliefs of a similar nature, trade union memberships, physical or mental health or condition, details of their sex life or sexual orientation or genetic data and biometric data that helps uniquely identify a natural person.
16.6 Data controller: When we use personal data relating to you or others in connection with providing our services to you, we do so as a data controller. Our contact details are set out in our website www.thedlc.co.uk and all communications relating to data protection should be addressed to email@example.com marked for the attention of Miss Geeta Daswani.
16.8 Lawful basis of processing: As mentioned in clause 3 above before accepting your instructions we may need to carry out certain checks (such as anti-money laundering or conflict of interest checks). If so, we may through third party agencies process your personal data in order to comply with our legal obligations. When we are providing our advice to you, we process your personal data in order to provide our services to you as well as to fulfil any legal obligations that we may be required to comply with. We may also process your personal data for the use and interests of our business such as to send you newsletters, reminders, any other relevant information as well as for the purposes of creating a client data base, maintaining our business books and/or submitting records to the HMRC and/or any other government authority.
16.9 Categories of personal data obtained: The main categories of personal data that we may collect from you for providing our legal services include your name, name of your organizstion and your designation, email address, contact information, address, bank account and other billing details, copies of your passport, driving license, birth certificate or any other proof of identity or utility bills that may be required to undertake KYC and anti-money laundering checks.
16.10 Sharing your personal data: We may share your personal data with our insurers, bankers, regulators, agencies undertaking money-laundering checks on our behalf and our employees. In order to provide legal services to you as per your instructions we may have to share your personal data with other advisors, barristers, law firms or agents in other jurisdictions. In any event we will require the recipient of your personal data to safeguard it and to be bound by certain obligations of confidentiality. We may also be required to disclose your personal data pursuant to an investigation, a judgment, decree, court order and/or any other statutory requirement. We will not share your personal information with any other third party except where permitted by data protection laws.
16.11 International transfers: Sometimes we may have to share your personal data with third parties outside of the EEA. In such circumstances we will comply with the provisions of the General Data Protection Regulation.
16.12 Data retention:We will retain and store your data in accordance with the provisions of clause 6 of these Terms.
16.13 Your rights: If the General Data Protection Regulation (GDPR) applies to you, you have the following rights: the right to be informed; the right of access; the right to rectification; the right to erasure; the right to restrict processing; the right to data portability, the right to object and certain rights in relation to automated decision making and profiling. Where our lawful basis for processing your personal data is consent, you have the right to withdraw consent. You can find out more about your rights on the Information Commissioner's Office (ICO) website at www.ico.org.uk.
16.14 Supervision (personal data): If you have any questions or concerns or if you want to exercise your legal rights regarding your data then you should email us at firstname.lastname@example.org, marking your email for the attention of Miss Geeta Daswani. We request you to use the same email address if you have a complaint.
16.15 Failure to provide information: We may find it difficult to provide legal services and the accuracy and relevance of our legal advice may be compromised if you fail to provide us with the information that we request (such information including personal data).
17. References: The DLC reserves the right to disclose to third parties that the Client is a client of The DLC, the cases and assignments in which The DLC has assisted the Client and the general nature of the services provided to the Client. Details of the legal services provided to the Client may be disclosed provided that such information has already been published or has been made accessible to the public to the same extent.
18. Claims: If a legal service is not in conformity with the terms of the Agreement the Client may require (i) performance of the obligation; (ii) withhold performance of an obligation due from the Client; (iii) request for a reduction in professional fee; (iv) withdraw from or terminate this Agreement.
In the event that the Client has a complaint or claim against The DLC he/she can lodge a complaint in accordance with the procedure explained in clause 12 of these General Terms.
19. Disputes: Should any dispute arise out of or in connection with our engagement with you, we will attempt to resolve the dispute or claim in good faith in the first instance by negotiation. If such a negotiation is unsuccessful, we may agree to resolve the dispute by mediation. In the event that the dispute or claim cannot be resolved by mediation, then it may be dealt with through legal proceedings or arbitration as provided for below.
In the event of any legal action or proceedings relating to or arising out of our engagement with the Client (whether contractual or non-contractual), the parties to the matter (i.e. The DLC and the Client) irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
20. Force Majeure: WWe shall not be liable for the non-performance, failure or delay in the performance of our services for any reason or cause that is beyond our control. Such instances include but are not limited to:
If any such event occurs, we shall notify you of the same as soon as possible.
21. Governing Law: The terms and conditions of our engagement with you shall be governed exclusively by the laws of England and Wales.
At The DLC we go far beyond what is expected from a law firm. We are a personable law firm that works hard to understand the needs of our clients in order to help achieve their goals. We are a team of professional lawyers that give more to our clients in terms of time and understanding.We are always accessible, so when you work with us, we grow, we succeed, and we progress together.