1. Payment of bills
Bills may be paid by cheque, banker’s draft or telegraphic transfer. Details of our bank accounts to which payments should be made appear on our bills or may be obtained from the Firm’s Accounts Department.
Fieldfisher does not accept payment in cash or by credit card.
For all foreign exchange transactions, calculations and billing purposes, it is our practice to adopt mid market closing exchange rates as published by the Financial Times.
Where minor exchange gains or losses arise as a result of our bills or disbursements paid on your behalf being settled in a currency other than the original billing currency, we will take such gains or losses to our profit and loss account. We reserve the right, however, to claim any material exchange losses from you.
Foreign withholding tax:
If any tax or amounts in respect of tax must be deducted, or other deductions must be made, from any amounts payable to us, you will pay such additional amounts as may be necessary to ensure that we receive a net amount equal to the full amount we would have received had payment not been made subject to tax or any other deduction.
Our VAT registration number (in the UK) is GB232273784.
2. Disbursements and expenses
Disbursements: while acting for you, we are likely to incur expenses on your behalf which will be itemised on your bill. You agree to reimburse us for all usual costs, charges and other expenses reasonably incurred by us on your behalf or otherwise in connection with this matter. These may include, for example, Counsel’s fees, Court fees, stamp duty and registration fees. We will, of course, advise you in advance of any unusual expenses or charges and seek your approval before incurring them whenever practicable.
Expenses: unless agreed otherwise, we will charge travel and subsistence expenses, transaction fees (including bank fees), courier fees, external copying and document production and other similar expenses necessarily incurred by the firm with third party providers in connection with this matter either at cost or at appropriate standard rates (which may include a fee or charge). We charge for internal document production at our current rates which will be provided on request. (For example, our current charge for standard black and white A4 sheets is 25 pence per copy).
We reserve the right to charge secretarial overtime and to seek reimbursement of the cost of late night travel arrangements where appropriate.
Telephone and fax – lengthy fixed line, international calls and significant mobile telephone expenses will be charged at cost, unless otherwise agreed. The Firm may at its discretion charge a reasonable flat rate or lump sum to cover telephone calls made.
3. Client funds, payments on account and interest
Fieldfisher does not provide banking services and we will accept and hold client funds only to the extent necessary to undertake professional services for you or to hold money on account of anticipated costs and expenses, including our own.
Whenever we receive or hold money on your behalf for any reason, you agree that we may deduct from that money all sums that are due to us in respect of costs and expenses which have been incurred and/or invoiced to you on that matter and on any other matter upon which we are instructed by you.
Unless we receive and agree specific instructions to the contrary, all client monies held by us will be deposited in our general client account or in an individual designated client account with Lloyds Bank plc or Barclays Bank plc. We gain a general financial benefit from these arrangements. In the event of any bank default, we accept no liability but will assist clients to recover compensation from any applicable financial protection scheme.
All monies are held and the accounts operated in accordance with the SRA Accounts Rules 2019. Interest will be calculated at the rate set by the bank holding the funds. That, of course, may change. The period for which interest will be calculated will run from the date(s) when funds are received by us until the dates of any payment to a third party or re-payment to you, and, if it is a positive balance will be paid when it is fair and reasonable in accordance with the SRA Account Rules of 2019 and when the calculated interest exceeds a de minimis amount of £20. In the event of a negative balance we will require you to reimburse us for any charges for which we become liable.
4. Client identification documentation
The law now requires solicitors, as well as banks, building societies, and others, to obtain satisfactory evidence of the identity of their clients. We should be grateful, therefore, if you would provide us with documents to verify your identity if you have not already done so. If we have not already discussed the requirements, details will be enclosed with the engagement letter or will be provided shortly. This applies to all new clients and, from time to time, to existing clients. If we are not given satisfactory information in sufficient time, we will be obliged to terminate our engagement.
Solicitors are under professional and legal obligations to keep the affairs of clients confidential. This obligation, however, is subject to a statutory exception: recent legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain circumstances to disclose information to the National Crime Agency. Where a solicitor knows or suspects that a transaction on behalf of a client involves money laundering, the solicitor may be required to make a money laundering disclosure. If this happens, we may not be able to inform you that a disclosure has been made or of the reasons for it because the law prohibits “tipping-off” or prejudicing an investigation. We may have to stop working on your matter for a period of time and may not be able to tell you why.
You agree that we will not be liable for any losses, costs, claims or penalties incurred by you as a result of our complying with these professional and legal obligations, even if this means that we are unable to carry out your instructions in a particular transaction or matter.
5. Information; disclosure and confidentiality
We will hold in strict confidence any confidential information obtained regarding you and your business and we will not disclose it to others without your permission.
Exceptions
We reserve the right to disclose your confidential information and/or your files in the following (but not limited to) circumstances;
(i) if required by statute, regulation or the Solicitors Regulation Authority;
(ii) if our work requires us to give information to third parties such as expert witnesses and other professional advisers;
(iii) to regulatory bodies or tax authorities in the exercise of their powers to meet legal and regulatory compliance requirements;
(iv) to our auditors;
(v) to our professional indemnity insurers and to provide information to our insurance brokers in relation to these communications with insurers;
(vi) to provide services to you and to manage our international client relationships, we may share your information with other Fieldfisher network firms;
(vii) if any documents or information which we are compelled to disclose are subject to legal professional privilege, if possible we will contact you and advise you of the opportunity to claim privilege. Unless you confirm any claim to privilege, we reserve the right to treat it as waived. Should you decide to claim privilege, we shall be entitled to charge for time incurred by us and any disbursements.
Conflicts of Interest and Confidentiality
We will not act where we have a conflict of interests save with your consent in the limited circumstances permitted by the Solicitors Regulation Authority Rules of Professional Conduct.
As regards confidentiality and disclosure you agree and recognise that:
(a) We may hold or obtain confidential information about another client or prospective client or its business which might reasonably be expected to be material to the matter or matters upon which we are advising you. Just as we respect and will uphold our duty of confidentiality to you, you accept that we will owe you no duty to disclose such information about another client or prospective client or its business. This will be so even where your interest is adverse to it.
(b) Where we hold confidential information about you or your business, we shall not be precluded from acting or continuing to act for another client or prospective client or its business where that information might reasonably be expected to be material to it and it has an adverse interest to you provided that it is reasonable for us to act in those circumstances and that all proper steps are taken by us to ensure that confidential information about you and your business is safeguarded, protected and not disclosed including, if appropriate, by the establishment of internal information barriers at the Firm.
6. Data Protection and Privacy
If we process any data in the course of providing our legal services to you, we will do so as a data controller and in compliance with applicable data protection and privacy laws (including the European Union General Data Protection Regulation (GDPR) 2016/679, the UK Data Protection Act 2018 and the GDPR, as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR).
We will use appropriate technical and organisational measures to protect any such personal data we may process. The measures we take will be appropriate to the risk, taking into account the nature, scope, context and purposes of our processing and the potential risks on the rights and freedoms of natural persons.
Fieldfisher utilises Cloud based platforms to deliver some of our services to you. Our data stays within the UK in locations appropriately certified to handle our information.
If we receive any enquiry, complaint or other correspondence concerning our processing (including any request to exercise data protection rights from any individual who is the subject of personal data we process in the course of providing services to you) then, where we are permitted by law to do so, we will discuss such matters with you.
Further information about how we will process and protect personal data is set out in our privacy notice, which is available online at https://www.fieldfisher.com/en/privacy-notice
7. Intellectual Property Rights
We retain all copyright and other intellectual property rights in all materials and know-how developed or created by us either before or in the course of carrying out any work for you, although you may freely distribute copies of these materials within your own organisation, for the purposes of the matter for which we are engaged.
8. Correspondence by e-mail and other electronic material
Unless otherwise directed by you, we may correspond by e-mail or other electronic media. As with any other means of delivery, this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received. As internet communications are capable of data corruption, we do not accept any responsibility for changes made to such communications after their despatch. For this reason it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. All risks connected with sending commercially sensitive information relating to your business are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication and also make sure that you do not use e-mail to communicate with us.
9. Outsourcing and file review
Sometimes we ask other companies or people to undertake document production or to provide secretarial services for us to ensure that work is done promptly. We will always enter into a
From time to time, external firms or organisations may conduct audit or quality checks on our practice. These external firms or organisations are required to maintain strict confidentiality in relation to your files.
10. Financial services and insurance mediation
We are not authorised under the Financial Services and Markets Act 2000, as amended by the Financial Services Act 2012 (“the FSMA”) by the Financial Conduct Authority, (“the FCA”) but we are able in certain circumstances to offer a limited range of services to clients because we are members of the Law Society. We are regulated by the Law Society, including in relation to our carrying on any "exempt regulated activities" under the FSMA. As such, we are permitted to carry on a limited range of activities relating to investments where an exemption under the FSMA applies, including regulated activities which may reasonably be regarded as a necessary part of our legal services. The scope of our engagement, however, does not and will not include giving you advice on the merits of entering into any transaction in investments. When providing our services we will assume that you have decided, or will decide, to negotiate and enter into any such transaction solely on the basis of your own evaluation of the same and any advice which you may receive from a person authorised under the FSMA. We will not communicate, either to you or on your behalf to any other person, any invitation or inducement to engage in investment activity, and nothing we write or say should be construed as any such invitation or inducement.
If you have any problem in respect of such services, please let us know. We will try to resolve any problem quickly and operate an internal complaints handling system to help us to resolve any problems. If for any reason we are unable to resolve the problem between us, you may complain to the Solicitors Regulation Authority which is the independent regulatory arm of the Law Society. (The Law Society is our designated professional body for the purposes of the FSMA). You may also refer matters to the Legal Ombudsman who deals with complaints against lawyers.
Although not authorised by the FCA, we are included on the register maintained by it so that we can carry on what is known as insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is also regulated by the Solicitors Regulation Authority. The register can be accessed via the FCA website at www.fca.gov.uk/register.
11. Storage of papers and deeds
After completing the matter, we are entitled to keep all your papers and documents while money is owing to us. After that we will return them to you at your request. We will not destroy documents you ask us to deposit in safe custody. Otherwise, we reserve the right to destroy papers seven years after delivery by us of a final bill. This time limit also applies to documents held in electronic format. We will not, as a rule, retain paper copies of documents which are also held by us in scanned form or otherwise electronically unless you request us to or, in our view, original documentation should be retained despite the availability of electronic copies.
We will keep title documents in an appropriate place. If you subsequently ask us to procure and forward such deeds or other title documents to yourself or to another firm of solicitors or other person, in circumstances where we are not instructed to act for you, we will be entitled to charge a reasonable fee for the time involved in doing so. We may also be obliged to retain papers and information obtained to meet our obligations in relation to anti-money laundering as required by law.
12. Equality and Diversity
We are committed to promoting equality and diversity in all our dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.
13. Administration
You are kindly asked to let us know as soon as possible:
- any change of name or address
- any change in billing details
Notification should be sent to the person responsible for your work.
14. Consumer Protection
In the event you contract our services and the contract is deemed to be an off premises contract as defined by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to cancel without providing any reason or incurring any liability during the cancellation period. The cancellation period is fourteen days starting the day after the date that the contract is entered into. You must inform us of your decision to cancel the contract by way of a statement (e.g. post, fax or email) confirming this decision. However, if you have expressly requested that we start work within the cancellation period (and such a request must be made by post or by email) you will be responsible for paying any fees incurred.
15. Professional and regulatory matters
Fieldfisher is an international law firm network comprising Fieldfisher LLP which maintains our offices in London, Birmingham and Manchester together with associated limited liability partnerships and affiliates which maintain our offices in Belgium, France, Germany, Luxembourg, Ireland and California.
Fieldfisher LLP is authorised and regulated by the Solicitors Regulation Authority. Their rules which govern all practice from our London, Birmingham and Manchester offices and which apply, in part, to our non-UK offices can be accessed at www.sra.org.uk/rules. Our SRA registration number is 441075.
Fieldfisher LLP is a limited liability partnership registered in England and Wales with registered number OC318472. A list of members is open to inspection at the registered office, Riverbank House, 2 Swan Lane, London EC4R 3TT. We use the term “partner” to refer to a member of Fieldfisher LLP, or an employee or consultant of equivalent standing and qualifications.
Our professional indemnity insurers are QBE UK Limited, Plantation Place, 30 Fenchurch Street, London EC3M 3BD, Starr Insurance (Europe) Limited, registered address 4th Floor, 30 Fenchurch Avenue, London EC3M 5AD, Axis Speciality Europe SE, 4th Floor, Plantation Place South, 60 Great Tower Street, London EC3R 5AZ and Lloyds Syndicate 1967 WRB, 14th Floor, 52 Lime Street, London EC3M 7AF. The territorial coverage of our policy is worldwide and substantially exceeds the minimum cover required by our regulators.
16. Matters Beyond Reasonable Control
We will not be liable to you and or another if we fail to meet our obligations due to matters beyond our reasonable control.
17. Register of Overseas Entities
If, during the course of acting for you, you are or any other party in the matter is required to register as an Overseas Entity in accordance with the Economic Crime Transparency and Enforcement Act 2022, we are not instructed:
(i) to make such an application to register you or the party on the Register of Overseas Entities established and maintained by Companies House; or
(ii) verify the information identifying registrable beneficial owners or any information relating to any such application.
If you instruct a third party to identify and verify beneficial owners and/or any other information relating to the application, the third party is solely responsible for identifying and verifying the beneficial owners and no liability attaches Fieldfisher.
If you supply us with information to supply a third party to carry out the necessary due diligence and verification process, it is your sole responsibility to ensure the accuracy of that information. In supplying that information we do warrant to the third party that the information is correct or that we are instructed (explicitly or impliedly) that it is.
For the avoidance of doubt, in the event you or any other party engage in discussions with us about the identification of beneficial owners, any view or opinion expressed by Fieldfisher does not constitute formal identification or verification and cannot be relied on by you or any other party.
18. Assignment/Novation
We agree not to transfer or deal with any rights or obligations which arise while acting for you without prior written consent.
We reserve the right to novate our retainer/engagement to a transferee of all or part of our business. A novation will take effect on written notice from us so that:
(i) the transferee will be substituted for us with effect from the date specified in the notice and we will no longer have any rights or obligations under the retainer in respect of work performed prior to that date; and
(ii) the firm's aggregated liability of us and the transferee will not exceed the limit of our liability before the novation took place. We may also transfer or deal with our rights in any unpaid invoice without notice.
19. Jurisdiction
Our engagement will be governed by and construed in accordance with English law. Any disputes or claims arising shall be subject to the exclusive jurisdiction of the Courts of England and Wales to which you irrevocably submit, save that, at our election, we may institute proceedings and pursue a claim for unpaid fees against a client in their local jurisdiction and Court. We reserve the express right to seek and recover damages and costs as appropriate.