TERMS OF BUSINESS

These Terms of Business are to ensure that all matters relevant to your dealings with Dragon Argent are satisfactorily brought to your attention.

We wish to ensure that every aspect of our relationship with you is clear and understood by both you and us.  Please read them carefully and raise any queries or concerns with us before you engage us.  Remember, that your continuing instructions on any matter will amount to acceptance of these Terms of Business. 

Agreement

1.1 These standard Terms of Business (as updated from time to time) will apply to all services that Dragon Argent Limited, or any of the Dragon Argent group of businesses (collectively, singularly or any number thereof “Dragon Argent”, “we”, or “us”) agrees to carry out for you (“the Client” or “you”). References to “our” and “your” should be construed accordingly.

1.2 If you have engaged Dragon Argent under specific terms of engagement, these Terms of Business need to be read in conjunction with the specific terms of engagement in respect of any matter on which Dragon Argent is instructed. We will normally send to you an engagement letter or email setting out the terms upon which Dragon Argent is engaged (“Engagement Letter”). Your signed return of this document, email confirmation, and/or continuing instructions will amount to acceptance of these Terms of Business. These documents and any direct instructions issued by you to us constitute the contract between us (“Contract”).

1.3 If there is any inconsistency between our Terms of Business and the Engagement Letter, the Engagement Letter will take priority.

1.4 Each of these terms shall be severable and distinct from the others and if any term is held to be illegal, invalid or unenforceable, in whole or in part, the remaining terms shall not be affected.

Our Responsibilities and Your Responsibilities

What you can expect of us

• Treat you fairly and with respect

• Communicate with you in plain language

• Review your matter regularly

• Advise you of any changes in the law that affect your matter

• Advise you of any reasonably foreseeable circumstances and risks that could affect the outcome of your matter

Notwithstanding our duties and responsibilities in relation to our services, you shall retain responsibility and accountability for:

2.2.1 The management, conduct and operation of your business and/or your affairs;

2.2.2 Deciding on your use of, choosing to what extent you wish to rely on, or implementing advice or recommendations or other product of our professional services supplied by us;

2.2.3 Making any decision affecting our services, any product, your interests or your affairs; and

2.2.4 The delivery, achievement or realisation of any benefits directly or indirectly related to our services which require implementation by you or others.

Hours of Business

3.1 The normal hours of opening at our offices are between 9.00 a.m. and 6:00 p.m. on weekdays. Messages can be left on the answerphone outside those hours and appointments can be arranged at other times when this is essential. Please note that our firm runs an appointment system for seeing clients, which works for the benefit of all our clients. Please contact us should you wish to arrange an appointment.

Our Authority

4.1 You give us full authority to act for you to the fullest extent necessary or desirable to provide our services. In particular, we may engage counsel and other third parties and otherwise incur on your behalf reasonable expenses of a type which it is necessary or desirable to incur in relation to the services in question.

4.2 If we so require, you will contract directly with any third party so engaged by us and assume direct responsibility to them for the payment of their fees and expenses.

4.3 The person will overall responsibility for your matter has complete discretion to deploy such of our lawyers, accountants or other staff as they deem necessary or desirable to ensure appropriate delivery of the services.

Scope of our Services

5.1 We offer legal, advisory and accountancy services.

5.2 The scope of the services we will provide is set out in the Engagement Letter.

5.3 We will provide all advice and services to you with reasonable care and skill. However, the nature of many types of legal work means that it is not possible to guarantee a particular outcome.

5.4 Unless otherwise agreed in writing, we will advise only on English law and accountancy and tax practices of England.

5.5 If you ask us to obtain advice from another law firm, accountant or any other individual, they will be responsible for the service and advice they provide.

5.6 Unless otherwise agreed in writing, our advice and any documents we prepare:
(a) are for use only in connection with the specific matter on which we are instructed, can only be relied on by you; and
(b) reflect the law, regulations and any applicable guidance in force at the relevant time.

Service standards

6.1 We will update you by telephone or in writing (including by email) with progress on your matter when appropriate and explain to you the work required as your matter progresses.

6.2 We will try to meet any deadline we agree with you for the performance of any services but, unless we agree otherwise in writing in relation to any time, date or period for delivery or performance by us, time shall not be of the essence.

6.3 Your Engagement Letter will contain the likely timescale for completion and/or each stage of your matter. We will update you with any important changes in those estimates.

6.4 We will update you on the cost of your matter when appropriate.

6.5 We are committed to acting in a way that encourages equality, diversity and inclusion 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.

Joint Instructions

7.1 Where we agree to work on a matter for more than one client jointly, the rights and obligations of the joint clients to us in relation to the services will be several (save for obligations to pay money to us, which will be joint and several).

7.2 Each joint client irrevocably permits us to disclose to any other of the joint clients at any time any information which we would otherwise be prohibited from so disclosing by virtue of our duty of confidentiality. If any joint client ends this permission during the provision of the relevant services, or if a conflict of interest otherwise arises between joint clients, we may suspend or terminate the provision of services related to that matter to one or more of the joint clients.

7.3 If any joint client asks us to transfer documents, we will deliver those documents to, or to the order of, the joint client who delivered them to us.

Conflict of Interest

8.1 “Conflict of Interest” means any situation where:

8.1.1 we owe (or, if we accepted your instructions, would owe) separate duties to act in the best interests of two or more clients in relation to the same or a related matter and those duties conflict, or there is a significant risk that those duties may conflict;

8.1.2 our duty to act in your best interests in relation to a matter conflicts, or there is a significant risk that it may conflict, with our own interests in relation to that or a related matter; or

8.1.3 we have confidential information in relation to a client or former client, and you wish to instruct us on a matter where:

(a) that information might reasonably be expected to be material; and
(b) you have an interest adverse to our other client or former client.

8.2 We may act for parties engaged in activities similar to or in competition with yours.

8.3 Subject to clause 8.4, once we have agreed to act for you in relation to a matter, we will not act for a third party in relation to the same matter if there is a Conflict of Interest between that third party’s interests and your interests.

8.4 Where our professional rules allow, and subject to satisfying the requirements of those rules (for example by implementing an information barrier), we may act for you and another client where a Conflict of Interest would otherwise exist, provided that we have the consent of both parties.

8.5 We may decline to act for you where accepting your instructions would create a Conflict of Interest or cause us to break an existing agreement with a third party.

If, whether through a change in circumstances or otherwise, we find that we have agreed to provide services to you in circumstances which give, or could give, rise to a Conflict of Interest we will discuss with you how to deal with the conflict and may be obliged to stop providing services to you and/or to all other clients affected by the Conflict of Interest.

Consumer Protection Regulations

9.1 The Consumer Protection from Unfair Trading Regulations (as amended) regulate transactions between traders and consumers and prohibit trading practices that amount to unfair commercial practices and misleading acts and omissions. Neither you, the Client, or us, your legal representative, must mislead the opposite party either by providing incorrect or ambiguous information, or by omitting to provide material information about any assets you are selling. Certain information will be revealed through the opposite parties’ enquiries of public databases or other such professional appointments they may engage. However, you must disclose to us any known material adverse matters relating to the assets known to you and failure to do so may mean that, in certain circumstances, the opposite party would have rights of redress against you.

9.2 We encourage you to make all known disclosures as early in the transaction as possible to prevent delays.

9.3 If we become aware of any such existence of material information, and you do not authorise disclosure to the opposite party, then we would need to consider whether it was possible to continue to act for you as we have a duty to act fairly towards you as our client and also towards third parties, especially those that are unrepresented.

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013: Your Right of Cancellation

10.1 If you instruct us in a personal capacity and we have not met you either in person (because, for example, instructions and signing of the contract documentation is taking place by telephone/mail, e mail or on-line – i.e.: by way of a “distance” contract) or we have taken instructions and a contract has been concluded away from our business premises (because, for example, we have met with you at home - i.e.: by way of an “off-premises” contract) and the contract was entered into on or after 14 June 2014, you have the right to cancel this contract within 14 calendar days of entering into the contract without giving any reason.

10.2 The cancellation period will expire after 14 calendar days from the day of the conclusion of the contract.

10.3 To exercise the right to cancel, you must inform the person with overall responsibility for your matter of your decision to cancel this contract by a clear statement which can be made:

(a) by letter sent to that person at Dragon Argent Limited, 63 Bermondsey Street, London SE1 3XF; or
(b) by email to that person’s email address

before the cancellation period has expired.

10.4 Should you require the work to be commenced within the 14-calendar day cancellation period, you must provide your agreement to that in writing, by email or post to enable us to do so. By signing and returning a copy of your Engagement Letter or sending us an email confirmation, you are providing your agreement in writing to enable us to commence work within the 14-calendar day cancellation period.

10.5 Where you have provided your consent for work to commence within the 14- calendar day cancellation period and you later exercise your right to cancel, you will be liable for any fees, VAT and disbursements incurred up to the date that we are notified of your decision to cancel.

If we have fully performed all services under this contract prior to you cancelling, then you will lose the right to cancel the contract.

Limitation of Liability

11.1 Our liability to you in respect of breach of contract or breach of duty or negligence or otherwise arising out of or in connection with the services we provide shall be limited to that proportion of the loss or damage (including interest and costs) suffered by you which is ascribed to us by a court of competent jurisdiction allocating proportionate responsibility to us having regard to the contribution to the loss and damage in question of any other person responsible and/or liable to you for such loss and damage (loss and damage having the same meaning as in the Civil Liability Contribution Act 1978). This provision shall have no application to any liability for death or personal injury, or any other liability which cannot be lawfully excluded or limited or to liability arising as a result of fraud on our part.

11.2 Unless explicitly agreed otherwise, in writing:

(a) we do not owe, nor do we accept, any duty to any person other than you; and

(b) we do not accept any liability or responsibility for any consequences arising from reliance upon our advice by any person other than you.

The provisions of the Contracts (Rights of Third Parties) Act 1999 are to that extent excluded.

11.3 Where we make an assessment for you, either expressly or by implication, of the likely level of risk associated with different potential courses of action, you accept that such assessment is made relying only upon the information and documents then available to us and cannot, therefore, be definitive. Accordingly, such an assessment should only be used as one element in the making of any practical or commercial decision. You accept that the magnitude or acceptability of a risk is a concern for you.

11.4 Where we provide draft or provisional advice or other materials, that advice or those materials are not to be relied upon as constituting our final view.

11.5 We are not responsible for any failure to advise or comment on matters falling outside the scope of our instructions, as set out in these Terms of Business and the Engagement Letter.

11.6 We will have no liability for:

(a) Any loss or damage as a result of a change in the law or in the interpretation of the law that occurred after we had provided advice;
(b) Any loss or damage arising from erroneous information, misinformation or omissions provided to us by you or others on your behalf, or arising from any (in)action initiated by you or others on your behalf;
(c) Any loss or damage arising from your failure to act on our advice or respond promptly to communications from us or other relevant authorities;
(d) Any advice, materials or information provided by us which are reproduced in any form or otherwise used or relied on by you in breach of, or at variance with, any of these terms or any other terms of our engagement or a purpose different from the one for which they were originally provided;
(e) Any loss of profits or anticipated savings or benefits, nor consequential or indirect loss;
(f) Any loss arising from compliance with requirements of a competent authority (including the Proceeds of Crime Act and associated legislation);
(g) Any loss caused by our suspending work on your instructions or because of a default on the part of you; or
(h) Loss occasioned by any other party other than you for any act of default in connection with your affairs.

11.7 Our maximum liability to you (whether for negligence, breach of contract or otherwise) in respect of any claim, or series of claims arising from the same act or omission, shall not exceed £3,000,000 or the amount of our professional indemnity cover actually available to meet such claim or series of claims. Where we are providing agreed services to more than one person or organization, then any limit on liability pursuant to this clause and the engagement terms will be apportioned amongst each of the persons to whom we provide such agreed services.

11.8 In no circumstances shall any director, employee, contractor, consultant or representative of ours be personally liable (other than to us) for any act or default arising out of the handling of your affairs unless that act or default is fraudulent. Any claims arising therefrom should be brought against us and not against the individual(s) concerned. Any such individual shall be entitled to rely on these Terms of Business insofar as they limit their liability.

11.9 You hereby undertake to indemnify us and hold us harmless against all losses, claims, actions, liabilities, judgements, demands, proceedings, investigations, damages, costs, charges and expenses (hereinafter together referred to as “claims”) which we may suffer or incur (including, but without limitation, such of the aforesaid as may be incurred in responding to, investigating, defending or co-ordinating any of the aforesaid or enforcing our rights under the Contract) or which may be made or alleged against us, whether as a result of or in connection with, directly or indirectly, our proper execution of the Contract, us carrying out the instructions of you, or where we are acting as the agent of you, and which does not arise from the gross negligence or wilful default by us of any of the provisions of the Contract.

11.10 You hereby undertake to indemnify us and hold us harmless against any misrepresentation, whether intentional or unintentional, supplied to us orally or in writing by you or someone on your behalf in connection with the services and this Contract.

11.11 Save as provided in this clause 11, we shall not be liable to you other than for breach of contract and only for any loss damage, cost or expense arising directly from the breach of contract.  We shall not be liable to you in any circumstances for any special, indirect or consequential loss.

The limit of liability in this clause shall not apply to any liability that may not be limited or excluded by law.

Quotations & Estimates

12.1 The provision of figures (orally or in writing) from time to time for the likely cost of a piece of work is an estimate only and does not constitute a contract to carry out the work at that cost.

12.2 The provision of a written quotation for work constitutes an offer to carry out the work at that cost and does not become a contract until you accept the quotation or a defined part of it.

12.3 Unless stated in writing to the contrary, any quotation or estimate does not include any expenses or VAT.

12.4 Where we carry out work which falls outside the scope of an accepted quotation (or of an estimate which is subsequently incorporated into a contract between us) we may charge fees at our fixed hourly rates or a further fixed fee, in addition to the quoted or estimated fee.

12.5 We may also charge additional fees on the same basis for work within the scope of such a quotation or estimate which is made more time consuming, onerous or urgent as a result of:

(a) circumstances or information which we did not know or could not reasonably have anticipated at the time of the quotation or estimate (whether or not you were aware of them/it); or
(b) your, or your agents’, act or omission.

Charges

13.1 Dragon Argent’s charges for services consist of fees, disbursements, Value Added Tax and any other amounts which have been agreed.

13.2 You are liable to pay all costs as set out in the Engagement Letter, which also states the arrangements for billing. We will usually discuss this with you at the outset of your matter.

13.3 We reserve the right to charge on a time basis for matters which prove abortive together with VAT and for any disbursements incurred.

FEEs

14.1 You will be informed of the applicable rates at which you will be charged at the outset of the matter, provided with details of our current standard rates upon engagement, together with any specific rates agreed as a fixed fee or other special rate, and will be informed of any changes to these which may occur whilst work is being carried out.

14.2 These rates will apply to the time spent working on the matter including but not limited to: dealing with correspondence, emails, telephone calls and other communications, reading documents, preparing and drafting documents, research, attending meetings and time spent attending the meetings and time spent travelling and waiting, attending court/tribunal or other appearances on your behalf.

14.3 Unless specifically stated otherwise, Fees are generally based on an hourly, or standard rate, which will depend on the experience and expertise of the fee earner and the complexity of the matter.

14.4 The fixed hourly rates of each of our staff are reviewed biannually and we will inform you of any variation in these rates and the date upon which they take effect.

14.5 Short outgoing letters, emails and routine phone calls are charged at 1/10 of an hour. All other work is timed in six minute units and charged at the relevant hourly rate.

14.6 Where appropriate, and at our discretion, work may be delegated to more junior members of staff, at which point the chargeable rate for that professional will apply.

14.7 We may, in accordance with professional guidelines, also charge a premium to take account of the nature, responsibility, complexity, value and urgency of the services and other criteria specified in those guidelines. We reserve the right to increase charges in the case of emergency or urgency and where work is required outside of normal working hours.

14.8 Fully itemized timesheets are available upon request for all activity.

14.9 Please note that we may charge to review any emails copied (cc’d) to us in the course of our engagement.

14.10 When we are acting for a limited company we may require a director and/or controlling shareholder to sign a form of personal guarantee in respect of our fees and expenses. If such request is refused, we will be entitled to stop acting and require immediate payment of our fees on a time spent basis together will any expenses and VAT.

Disbursements

15.1 Our standard rates cover most of Dragon Argent’s overheads (including secretarial services, postage, telephone, photocopying and fax charges within the UK) but an additional charge may be made to cover disbursements at our discretion. These may include (but are not limited to) Companies House fees, legal fees, court fees, registration or filing fees, printing documents with 50 pages or more, couriers, postage, international charges and traveling expenses etc. We have no obligation to pay for such expenses unless you have provided us with the funds for that purpose.

15.2 We may – at our sole discretion – use appropriate third parties to deliver our services to you. Unless agreed in advance with you, the costs of such third parties will be included within our fees.  

Value Added Tax

16.1 Value Added Tax (“VAT”) shall be applied to all of our charges in accordance with prevailing legislation in the United Kingdom.

16.2 Unless specifically stated otherwise, all our charges for services are exclusive of any Value Added Tax (“VAT”) that may be chargeable for the time being.

Billing

17.1 Unless specifically stated otherwise in our Engagement Letter, bills are issued at periodic intervals, usually on a monthly basis. These bills cover all our fees for the work undertaken on the matter during the period mentioned on the bill and are “interim” bills for that specific period. (An interim bill is a self-contained bill which is final in nature but covers an interim period). We may also deliver separate disbursement bills on an interim basis.

17.2 You agree that we may bring proceedings on interim bills.

17.3 At the end of our financial year we shall be entitled to bring up to date our invoicing in respect of all your then unbilled work.

17.4 If we have rendered a final bill and become liable to a third party for fees or expenses incurred on your behalf, we reserve the right to render a further bill to cover such disbursement.

17.5 Unless stated otherwise, all amounts payable by you shall be paid on receipt of the presentation of an invoice or request for payment on account.

17.6 It is an express condition of the contract between us that time shall be of the essence for all payments.

17.7 If we send your final bill before completion of your matter, payment is required on or before completion. Where you are due to receive monies on completion, any outstanding bill will be deducted before paying the balance due to you. We may refuse to complete a transaction until our costs and disbursements have been paid in full.

17.8 You shall pay all amounts due to us in full without any set off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

17.9 We reserve the right to charge interest on outstanding bills at the rate payable on judgement debts or, if you are business and if higher, the rate prescribed by the Late Payment of Commercial Debt (Interest) Act 1998 (8% above the base rate). Interest will be calculated from the date that the amount became due until the date of payment.

17.10 Where you are a business, we reserve the right to claim debt recovery compensation from you under    the Late Payment of Commercial Debt (Interest) Act 1998.

17.11 Whilst our bills will contain a narrative, they may not always provide a detailed breakdown of charges for specific items of work. If required, you can request this information from us. You should make this request immediately upon receiving the bill.

17.12 You can ask us to notify you when unbilled time reaches a certain level and not to carry out further work beyond that (save that which must be done) without your agreement. If you would like to place a limit on your costs you should let us know as soon as possible.

17.13 We will normally deliver our bills to you electronically and you agree to receive them by email. If you have any particular requirements for the delivery of our bills you should let us know at the outset of your matter, or, as soon as possible if the requirements are a result of a change of circumstance.

17.14 We may use appropriate subcontractors and third parties to deliver our services to you. In all cases we reserve the right to do so, and to charge for them at an appropriate rate or whatever reasonable rate that we have agreed to provide the services for. In all cases we may do so at cost, or at a profit to ourselves, at our sole discretion.

17.15 We reserve the right to offer credit to you at our sole discretion.  Any credit offered will be stipulated on any bills we issue, and we reserve the right to terminate any such credit if our bills are not paid in a timely manner and as stipulated thereon.

17.16 Where our services have been engaged on behalf of a limited company, LLP, or partnership, we may at our sole discretion demand payment for any services delivered by us from either the organisation or the individual commissioning the services. We may at our sole discretion hold both the organisation and the individual jointly and severally liable for payment for our services. For the purposes of these terms, both the organisation and individual will constitute our Client and the Client’s continuing instructions will amount to acceptance of this clause.

17.17 Any errors, omissions or disputes in relation to our bills must be notified to us by you within one week of receipt.

17.18 You have the right to challenge the legal fees in any interim bill or the final bill by applying to the court to assess the bill under the Solicitors Act 1974. The usual time limit for applying to the court for an assessment is one month from the date of delivery of the bill. Please be aware that the time limit runs from the date of each individual bill.

If you do not pay any invoice, or the sum we have requested on account, within 30 days of receipt of the invoice or request, we reserve the right to suspend or terminate the provision of all or any services (and instruct any third parties engaged by us to suspend the provision of their services) and may invoice you for all accrued fees and expenses.

Recovery of Charges from Third Parties

18.1 If at any time you enter an agreement with another party and that party agrees to discharge all or part of our costs and disbursements, you must inform us. We must approve this in advance and will require the party’s name, contact details and any other information or identification documents we request.

18.2 Any such agreement made between you and a third party will not affect your liability to pay all of our charges and applicable VAT. For the avoidance of doubt, it is your responsibility to pay our bills even if someone else has agreed to pay some or all of them and our bills will still be addressed to you.

18.3 Where a court or other body has ordered that your fees and disbursements should be reimbursed by a third party you will still remain primarily liable to us for all charges including any VAT payable.

Deposit / Client Accounts

19.1 We may require a payment on account before commencing work, and if necessary at intervals during the course of the matter. The money will be paid into a client account and will not be withdrawn until we deliver a bill to you or we incur disbursements on your behalf when it will be applied in settlement. Your acceptance of these Terms of Business constitutes your express consent to this. Requests for such payments by us do not constitute an agreed fee or estimate, but merely a payment on account of costs.

19.2 We are not obliged to credit payments on account against interim bills but we may do so.

19.3 We may agree to access, operate and manage your own bank account as part of our engagement.   Any transactions relating to such accounts will be to your order, or in exact accordance with the terms of our engagement.  Where we are operating such accounts on your behalf, we may at our discretion settle in full any bill validly raised by us and delivered to you for services performed or disbursements incurred on your behalf.  Your acceptance of these Terms of Business constitutes your express consent to this.

19.4 Where we are required to pay interest to UK residents, this will be paid without any deduction of tax and it is your responsibility to declare sums so received for tax purposes.

19.5 The bank account in which we hold client money (client general account) must enable funds to be immediately available. As a result, the interest accrued is likely to be lower than could be achieved were the funds held elsewhere for the period.

19.6 We will not pay interest:

(a) on money we are instructed to hold outside a client account in a manner that does not attract interest;

(b)  where the amount of interest is less than £25, on the basis that the costs associated with paying that interest are disproportionate to the amount involved;

(c) where we agree otherwise, in writing, with you or the third party for whom the money is held.

Please ask us if you would like to see our written payment of interest policy.

19.7 Unless agreed otherwise, we hold client money in various accounts with UK banks which are regulated by the Financial Conduct Authority (FCA).

19.8 Where we hold money on your behalf in foreign currency, we request where possible that these funds arrive and depart our client accounts without currency conversion. Where this is not possible, the client incurs any risk caused by currency fluctuations during the time which we are holding the funds and is responsible for any costs incurred due to currency exchange.

19.9 We will never tell you of changes to important business information, such as bank account details, by email. Please notify us immediately if you receive any email or other communication purporting to be from the firm stating that we have changed our bank details or payment arrangements.

Bank Failure & the Financial Services Compensation Scheme

20.1 We are not liable for any losses you suffer as a result of any bank in which we hold client money being unable to repay depositors in full. You may, however, be protected by the Financial Services Compensation Scheme (FSCS).

20.2 The FSCS is the UK’s statutory fund of last resort for customers of banking institutions. The FSCS can pay compensation up to £85,000 if a banking institution is unable, or likely to be unable, to pay claims against it.

20.3 The limit is £85,000 per banking institution. If you hold other personal money in the same banking institution as our client accounts, the limit remains £85,000 in total. Some banking institutions have several brands. The compensation limit is £85,000 per institution, not per brand.

20.4 The FSCS also provides up to £1m of short-term protection for certain high balances, e.g. relating to property transactions, inheritance, divorce or dissolution of a civil partnership, unfair dismissal, redundancy, and personal injury compensation (there is no financial limit on protection for personal injury compensation). This is called the temporary high balance scheme and, if it applies, protection lasts for a maximum of six months.

20.5 The FSCS (including the temporary high balance scheme) will apply to qualifying balances held in our client account. In the unlikely event of a deposit-taking institution failure, we will presume (unless we hear from you in writing to the contrary) we have your consent to disclose necessary client details to the FSCS.

More information about the FSCS can be found at https://www.fscs.org.uk .

Receiving & Paying Out Funds

21.1 Our policy is not to accept cash. If you try to avoid this policy by depositing cash directly with our bank, we may decide to charge you for any additional checks we decide are necessary to prove the source of the funds and this could also cause delays.

21.2 If we receive money in relation to your matter from an unexpected source, there may be a delay in your matter and we may decide to charge you for any additional checks we decide are necessary.

21.3 Where we have to pay money to you, it will be paid by cheque or bank transfer. It will not be paid in cash or to a third party.

Confidentiality

22.1 We adhere to the highest standards of confidentiality. Client matters are kept strictly confidential and subject to any requirements at law.

22.2 We will keep your information confidential, unless:

(a) you consent to the disclosure of that information;

(b) it is part of a legitimate interest disclosure to our auditors or other advisers or for the purposes of our professional indemnity insurance;

(c) disclosure of the information is required or permitted by law or regulatory requirements that apply to us; or

(d) these Terms of Business state otherwise.

22.3 We may use the information which you provide, or which we obtain through our dealings with you, or others:

22.3.1 for the provision of services to fulfil our contractual obligations to you or the legitimate interests of you, ourselves and others. We may give it on a confidential basis to our staff, employees and agents;

22.3.2 to administer your account with us, including tracing and collecting any debts;

22.3.3 to ensure legitimate interests in the safety and security of our premises (where we may also use CCTV);

22.3.4 for fraud prevention purposes (including verification checks for our money laundering obligations);

22.3.5 to assess client satisfaction (such as by asking you to participate in surveys);

22.3.6 to help improve our services generally; and

22.3.7 to contact you by letter, telephone, email or otherwise about our services and about events such as seminars and conferences and to send you briefings and similar material. Contacting you by electronic means requires your specific verifiable consent. By signing and returning a copy of any Engagement Letter, sending us a confirmation email or providing us with continued instructions, you are agreeing that we may use your contact details and information in this way. If you do not wish to be contacted or having provided consent previously you wish to withdraw or amend it, please inform us in writing.

22.4 We may refer publicly to your name as a client of ours, which we believe is a legitimate interest in collecting and promoting feedback provided we do not disclose any information which is confidential to you.

22.5 Please note that where we may be working in conjunction with your other advisors, we will assume, unless otherwise informed that we may disclose confidential information and discuss it with other advisors as appropriate.

22.6 Please note that external organisations and the SRA may conduct audit or quality checks on our practice from time to time. They may wish to audit or quality check your file and related papers for this purpose. If this happens, we will require that these external organisations maintain confidentiality in relation to any files and papers which are audited or quality checked.

22.7 Your files may also be reviewed in a due diligence exercise relating to the sale or transfer of all or part of our business, the acquisition of another business by us or the acquisition of new business. If you do not wish your file to be used in this way, please let us know as soon as possible.

22.8 We shall be under no duty to disclose to you (or take into account in the course of providing the services) any information acquired by us in acting for any other client or any information in respect of which we owe a duty of confidentiality to a third party.

22.9 Our advice and other communications with you are confidential and may not, without our consent, be disclosed by you to any third party (other than to your employees and agents who require access and who do not disclose it further) or otherwise made public except as required by law or other regulatory authority to which you are subject.

22.10 If, as a result of our acting for you, you acquire any information in respect of which we notify you that we owe a duty of confidentiality to a third party you will keep it confidential and not use it without our consent.

Privacy & Data Protection

23.1 We use your personal data primarily to provide legal services to you, but also for related purposes such as administration, billing and record keeping and to inform you of our services and events that we think may be of interest to you.

23.2 Our use of your personal data is subject to your instructions, the General Data Protection Regulation (GDPR), other relevant UK and EU legislation and our professional duty of confidentiality.

23.3 We take your privacy very seriously and shall process and deal with all personal data provided to us in accordance with our Privacy Notice which can be found here: https://www.dragonargent.com/privacy-notice . Please read the Privacy Notice carefully as it contains important information on how and why we collect, process and store your personal data. It also explains your rights in relation to your personal data.

23.4 We may record telephone calls and monitor emails for training, regulatory and compliance purposes.

23.5 We use third party service providers (including ‘cloud’ service providers) to help us deliver efficient, cost effective legal services. This may include document/information hosting, sharing, transfer, analysis, processing or storage. We ensure all third party service providers operate under service agreements that are consistent with our legal and professional obligations, including in relation to confidentiality, privacy and data protection. If you instruct us to use an alternative provider for storing, sharing or exchanging documents/information, we are not responsible for the security of the data or the provider’s security standards.

23.6 We may use your personal data to send you updates (by email, text, telephone or post) about legal developments that might be of interest to you and/or information about our services, including exclusive offers, promotions or new services or products. You have the right to opt out of receiving promotional communications at any time by contacting us by email.

Email Communications

24.1 Unless you instruct us otherwise, email will be our default method of communication. We use a range of information security measures, but you acknowledge that we cannot guarantee the security of information or documents sent by email. Unless otherwise agreed by us, we shall not accept communications or messages from you via social media platforms or messaging applications (such as WhatsApp).

24.2 We shall communicate with you at the email addresses and the telephone numbers which you publish or provide to us, unless you ask us to use other addresses and numbers.

24.3 You will notify us if you regard any communications from us as particularly confidential and the means by which you require us to make such communications and we shall have no liability to you arising out of your failure so to notify us.

24.4 Subject to any notification you may make to us under the previous paragraph, we shall not be required to encrypt, password protect or digitally sign any email, or attachment, sent by us.

24.5 We shall not be responsible for any loss or damage arising from the unauthorised interception, redirection, copying or reading of e-mails, including any attachments.

24.6 We shall not be responsible for the effect on any hardware or software (or any loss or damage arising from any such effect) of any e-mails or attachment which may be transmitted by us.

24.7 Email will be treated as written correspondence and we are entitled to assume that the purported sender of an email is the actual sender and that any express or implied approval or authority referred to in an email has been validly given.

24.8 You consent to us reading and monitoring any email correspondence traveling between you and any mail recipient at Dragon Argent Limited or any Dragon Argent group company and accept that the reading of such communication will be chargeable.

Provisions relating to Litigation & other work in relation to Disputes

25.1 This clause contains further contractual provisions and important information which we are professionally obliged to give you where your matter relates to litigation or the resolution of disputes by other means (including a non-contentious matter which becomes contentious, or gives rise to further instructions on a contentious matter).

25.2 Costs Risk

In litigation matters, the Court may decide to order one party to pay the costs of the other. The Court usually orders the unsuccessful party to pay all or a part of the successful party’s costs, although there is no certainty about this. The successful party usually recovers a proportion of its costs from the unsuccessful party, although there is no certainty about this. We will discuss with you whether the likely outcome will justify the expense/risk. You should be aware that:

(a) If you make an interim application to Court which does not succeed, you may have to pay the other side’s costs, usually within 2 weeks.

(b) If you lose the case, you may have to pay the other side’s costs and it is not usually possible for you to withdraw from the case without dealing with the issue of those costs.

(c) Costs awarded have to be proportionate to the value of the dispute and, in the ordinary course, recovered costs from the other side rarely exceed 60-70% of actual expenditure.

(d) You will still be liable to pay our costs in full, even if the other party fails to pay the costs awarded to you by the Court.

(e) Issues which the Court may take into account in assessing the costs payable or recoverable include;

i.  efforts made before and during the proceedings to try to resolve the dispute, including the appropriate use of mediation and other alternative dispute resolution procedures

ii. the effects of payments into court and offers of settlement;

iii. the complexity and size of the matter and the difficulty or novelty of the questions raised;

iv. the skill, effort, specialised knowledge and responsibility involved;

v. the time spent;

vi. the place and Circumstances in which the work was done.

(f) if the other side is or becomes legally aided, it is highly unlikely that you will recover your costs, even if you are successful.

(g) If you are unsuccessful, or the Court so orders for some other reason, you may be ordered to pay the other side’s costs.

25.3 Funding

25.3.1 Legal expenses insurance may be included in your contracts of insurance and you should check your policies to see if you are covered. Your policy may cover your costs and/or your liability to pay the other side’s costs. If you believe you are covered, please discuss this with us so that we can assist you in notifying your insurer. If you do not have legal expenses insurance, you may be able to purchase insurance to cover you in the event that you have to pay the other side’s costs.

25.3.2  Unless expressly agreed otherwise, no work is undertaken on a contingency basis (i.e., ‘no-win-no-fee’) and, with the exception of fixed fees, our fees are payable in full whether or not the proposed matter is completed. 

25.3.3 We do not undertake work which is publicly funded. Should it appear to us that any work that you may instruct us to undertake is eligible for public funding, we will advise you of this and the implications thereof.

25.4 Statements of Truth

Under the Civil Procedure Rules, all statements of case (the term for pleadings which includes documents such as claim forms, defences and witness statements) and certain other documents, must be verified by a statement of truth, to the effect that the party putting forward the document believes the facts stated in it are true. Making a false statement of truth is potentially a contempt of court. Whilst a statement of truth can be signed by you or your legal representative, it is our policy that you should sign your own Statement of Truth.

25.5 Attendance at Hearings

Please be aware that, under the Civil Procedures Rules, the court may order you to attend hearings. We will discuss this with you further as your matter progresses.

25.6 Alternative Dispute Resolution

As part of the active management of a case under the Civil Procedure Rules, both the courts and the parties in a dispute are required to consider the use of alternative dispute resolution (“ADR”) if it is considered appropriate to help to resolve the dispute. ADR includes methods of dispute resolution such as mediation, adjudication and expert determination. There have been occasions when the courts have imposed costs penalties on parties who unreasonably refuse to consider ADR. We will discuss both the methods of ADR and any possible costs implication further with you if and when it becomes appropriate.

25.7 Civil Procedure Rules

The Civil Procedure Rules are a procedural code which govern court procedures with the overriding objective of enabling the courts to deal with cases justly. Dealing with a case justly amongst other things includes so far as is practicable ensuring that the parties are on an equal footing, saving expense and dealing with the case in ways which are proportionate to the amount of money involved, the importance of the case and complexity of the issues, and the financial position of each party and ensuring that the case is dealt with expeditiously and fairly and allotting to it an appropriate share of the courts’ resources. The parties to a case are expected to help the court to further the overriding objective and this means the parties must co-operate with the court and obey the time limits and court orders. It is therefore imperative that you cooperate with any time limits set by the Rules and court orders. If such co-operation is not given then the court have powers to impose penalties, which may include the dismissal of your case.

Prevention of Money Laundering & Terrorist Financing

26.1 To comply with anti-money laundering and counterterrorist financing requirements, we are obliged to ask you for proof of your identity and any source of funds. We may conduct searches or enquiries for this purpose. We may also be required to identify and verify the identity of other persons such as directors or beneficial owners. If you or they do not provide us with the required information promptly, your matter may be delayed.

26.2 Individual clients must supply one item from List A and one item from List B:

List A: Proof of Identity

1. Current fully signed Passport

2. 2. Full current UK Photocard Driving License (if it has not been used as address verification)

List B: Address Verification

1. Bill for the supply of electricity, gas, water or telephone services dated within the last 3 months (mobile phone bills are not acceptable)

2. Council Tax bill dated within the last 3 months

3. Full current UK Photocard Driving Licence (if not used as Proof of Identity)

4. Credit Card/Bank Statement dated within the last 3 months

5. All documents in this list must show your current address

26.3 Corporate clients not listed on a regulated market must provide the following

26.3.1 Full name of Company/organisation;

26.3.2 Company or other registration number;

26.3.3 Registered address and, if different, principal place of business address;

26.3.4 Constitution documents;

26.3.5 Names of the board of directors or members of your management body and its senior management; and

26.3.6 Documentation in accordance with Lists A and B above for any beneficial owners (owning 25% or more of the company) and the instructing director.

26.4 Please note we require certified copies of the List A and List B documents. We are able to make certified copies at our offices if we are provided with the originals. Alternatively, a local lawyer or an accountant may be able to certify copies of originals.

26.5 You agree that we may make checks using online electronic verification systems or other databases as we may decide.

26.6 You must not send us any money until we have told you that these checks have been completed.

26.7 We will not usually charge you for undertaking identification and verification checks, but we reserve the right to do so, especially in circumstances where the checks are likely to be significantly more time-consuming than we would normally expect.

26.8 We may ask you to confirm the source of any money you have sent us or will send us. If you do not provide us with that information promptly, your matter may be delayed.

26.9 Any personal data we receive from you for the purpose of preventing money laundering or terrorist financing will be used only for that purpose or:

(a) with your consent; or
(b) as permitted by or under another enactment.

26.10 Under the provisions of the Proceeds of Crime Act 2002 ("POCA"), we may be required to make a report to the relevant authorities if at any time we become aware of or suspect (whether from you or any other person) the existence of the proceeds of crime in relation to any services on which we are engaged. Our obligation to make such a report will, in certain circumstances, override our duty of solicitor/client confidentiality and we may not be permitted to inform you whether or not we have made, or might intend to make, such a report. We may terminate the provision of any services to you or be instructed to do so by the relevant authorities, if you fail to comply with your obligation to provide evidence of identity or we suspect that you or any other party connected with you or with the matter is involved in activities proscribed by POCA.

26.11 The anti- money laundering guidance which UK banks and other finance services firms must adhere to is issued by the Joint Money Laundering Steering Group ("JMLSG"). The JMLSG considers all clients with funds deposited in a law firm's pooled client account to be beneficial owners of that account. The JMLSG does not require banks to routinely identify the beneficial owners of law firm's pooled accounts, as they do with most other accounts they issue. Pooled client accounts are granted this exemption on the proviso that this information is available upon request. In the event of our bank requesting information about the beneficial owners of our pooled client account, you agree to us disclosing your details to them.

26.12 Subject to clause 11 (‘Limitation of Liability’), we shall not be liable for any loss arising from or connected with our compliance with any statutory obligation which we may have, or reasonable belief we may have, to report matters to the relevant authorities under the provisions of the money laundering and/or terrorist financing legislation.

Politically Exposed Persons “PEPs”

27.1 The Money Laundering Regulations 2017 impose an obligation on us to identify clients that are:

(a) PEPs. A PEP is an individual who is entrusted with prominent public functions, other than middle-ranking or more junior official, for example:

1. Heads of State, Heads of Government, Ministers and Deputy of Assistant Ministers;

2. MPs;

3. Members of Governing Bodies of political parties;

4. Members of the Supreme Court, constitutional courts or any judicial body whose decisions are not generally subject to appeal;

5. Members of courts of auditors or boards of central banks;

6. Ambassadors, Charges d’affaires and highranking officers in the armed forces;

7. Members of the administrative, management or supervisory bodies of State-owned enterprises;

8. Directors, deputy-directors and members of the board or equivalent function of an international organisation; or

(b) known close associates which include:

1. Family members of a PEP including spouse, civil partner, children, their spouses or partners or parents;

2. Persons with whom joint beneficial ownership of legal entity arrangement is held, with whom there are close business relationships, or who is a sole beneficial owner of a legal entity or arrangement set up by the PEP.

27.2 If you are or think you may fall into one or more of the above categories or have done so in the last 12 months or if you are the spouse, partner, child or spouse/partner of a child or the parents of a person who currently falls into one or more of the above categories as a known close associate, you should let us know at the outset of your matter.

27.3 If you are unsure whether any of the above applies to you, you should contact the person with overall responsibility for your matter to enable us to investigate further

Criminal Finances Act 2017

28.1 We are committed to promoting compliance with the requirements of the Criminal Finances Act 2017 within our practices as well as in those areas in which we have influence. We do not tolerate tax evasion, or the facilitation thereof in any circumstances, whether committed by or facilitated by you, personnel or associated persons/companies.

Financial Services and Regulatory Issues

29.1 Dragon Argent Limited is regulated by the Solicitor’s Regulation Authority as an Alternative Business Structure (registered number 473110).

29.2 The SRA is the independent regulatory arm of the Law Society. The Legal Ombudsman deals with complaints against lawyers. If you are unhappy with any financial service you receive from us, you should raise your concerns with the SRA or Legal Ombudsman.

29.3 Members of our staff are -variously- registered and where applicable regulated by the Solicitors Regulation Authority as solicitors; the Financial Conduct Authority as an Approved Person within the meaning of the Financial Services and Markets Act 2000 (“FSMA”); an appropriate Accountancy body (such as the Institute of Chartered Accountants in England and Wales) as Accountants; the Institute of Chartered Secretaries and Advisers (“ICSA”) as Company Secretaries; and Institute for Independent Business (“IIB”).  Details are available upon request and you will be notified of the appropriate registration or regulator where applicable. 

29.4 We are not authorised by the FCA to provide investment advice services. If you need advice on investments, we may refer you to someone who is authorised by the FCA to provide the necessary advice. However, because we are regulated by the SRA, we may be able to provide certain limited investment advice services where these are closely linked to the legal work we are doing for you.

Professional Indemnity Insurance

30.1 We have professional indemnity insurance giving cover for claims against us. Details of this insurance, including contact details of our insurer and the territorial coverage of the policy can be provided on request.

30.2 It is a condition of our professional indemnity insurance that we notify our insurer and/or broker of any circumstances which may give rise to a claim against us. In doing so, we may disclose documents and information to our insurer, broker and insurance advisers on a confidential basis. Our insurers and brokers are contractually obliged to keep all information we pass to them strictly confidential.

Complaints and Suggestions

31.1 We aim to offer our clients an effective and professional service. Should there be any aspect of our  services with which you are unhappy, you should first contact the person with overall responsibility for your matter (whose name will be detailed in the Engagement Letter and notified to you at the outset).  You will then be provided with a copy of our Complaints Policy.

31.2 For complaints about solicitors, 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 matter. 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:

(a) within six months of receiving a final response to your complaint;

and

(b) no more than one year from the date of the act or omission being complained about; or

(c) no more than one year from the date when you should reasonably have known there was cause for complaint.

If you would like more information about the Legal Ombudsman, please contact them:

Visit: www.legalombudsman.org.uk

Call: 0300 555 0333 between 9.00 to 17.00

Email: enquiries@legalombudsman.org.uk

Address: Legal Ombudsman PO Box 6806, Wolverhampton, WV1 9WJ

31.3 The Solicitors Regulation Authority can help if you are concerned about a solicitor’s 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.

31.4 Nothing in this Terms of Business shall prevent you at any time from referring any matter to the body or bodies for the time being charged with the regulation of solicitors for any accountancy and tax services provided to you under our licence as an Alternative Business Structure.

Termination

32.1 We expect to continue to act in any matter on which we have been instructed until it is completed. In this case, the Contract will be terminated on completion.

32.2 Except where otherwise agreed in the Engagement Letter, either party can bring the Contract to an earlier end at any time.

32.3 We may also terminate our engagement with you where there is good reason to do so. Such good reasons may include but are not limited to the following:

(a)     Where there is a threat or risk of violence, injury or other danger to the physical, psychological or moral well-being of any of our personnel;

(b)    Where a conflict of interest arises;

(c)    Where it would not be in your best interest for us to continue to provide services to you;

(d)    Where you do not accept reasonable advice given to you;

(e)    Where there is a real break down in trust and confidence;

(f)     Where you lose mental capacity;

(g)    Where you fail to provide us with the documentation or information necessary to complete the work properly;

(h)    Where you insist on us doing something which would put us in breach of our professional obligations or would be unlawful or outside our field of expertise;

(i)     Where the cost limit, if any, has been reached;

(j)     Where our bills are not settled promptly or you have failed to make payments on account of anticipated costs and disbursements despite a request from us to do so;

(k)    Where you have breached any other terms of these Terms of Business;

(l)     Where you it is likely that you are or will become insolvent; and

(m)  If your financial position deteriorates to such an extent that we are unable to fulfill our obligations under the Contract.

32.4 If we terminate our engagement, you remain liable for all fees including VAT and disbursements to the date of termination of the instructions or to which we may be committed, plus any fees including VAT and disbursements for work necessary in connection with the transfer of the work to another advisor.

32.5 On termination for whatever reason (including your matter becoming abortive) you shall immediately pay all outstanding unpaid invoices and in respect of our services supplied but not yet invoiced, we shall submit an invoice which is immediately payable on receipt.

32.6 We are not responsible for reminding you about important dates and/or any deadlines after our engagement has been terminated.

Right to Retain Money, Documents & Property

33.1 As a contractual right, in addition to any right of lien given to us by law, we have the right to exercise a general and particular lien over any and all money, documents, property passwords or access codes, and information in our possession, whether generated in connection with our services or not, until all claims have been settled and full payment for all debts due has been received.

Intellectual Property Rights

34.1 We retain copyright and all other intellectual property rights in all documents and other works we develop or generate for you in providing the services (including know-how and working materials as well as final documents).

34.2 We now grant you a non-exclusive, non-transferable, non-sublicensable licence to use such documents or other works solely for the matter to which the services of developing or generating them relate and not otherwise.

34.3 If you do not pay us in full for our services we may, on giving you notice, revoke that licence and only regrant it to you once full payment has been made.

34.4 We may retain, for our subsequent use, a copy of the advice or opinion of any barrister or other third party given in written form (or any note of any advice or opinion) obtained in the course of providing the services. Any barrister or other third party will be instructed on the basis that any such advice or opinion will be so retained. If we retain a copy of any advice or opinion in this manner we will take all reasonable steps to conceal information (such as names, addresses or descriptions) which might reasonably enable you to be identified.

Independent Services

35.1 Occasionally we are asked to recommend the services of third parties (such as an independent financial advisor, solicitor, barrister, insolvency practitioner, conveyancer, trade mark agent, foreign lawyer or any other professional advisor) We shall always do so in good faith. However, we provide no warranty in respect of the standing, ability or the quality of the services of a third party. We accept no liability in respect of the third party’s services, and you will have a separate contract with that third party in respect of its goods or services. You will be liable for the fees and expenses of the third party.

Audit/Legal Enquiries

36.1 Should we receive requests, either directly from your accountants, auditors, legal advisors or other professionals for confirmation of our instruction, we will normally address our response directly to the you for onward transmission. Such requests may require us to confirm whether any matters are litigious, whether we have retained documents and whether there are any outstanding bills for work in progress at any given point in time. We reserve the right to charge on a time basis for any work undertaken in responding to these external requests.

Storage and Retrieval of Files

37.1 We may create and hold client files in hard copy (paper), electronically or a combination of both.

37.2 We normally store client files (except any of your papers you ask to be returned to you) for 6 years after we send you our final bill. Unless you instruct us to the contrary, we will store your file electronically only. We store the file on the understanding that we may destroy it after 6 years. We will not destroy original documents such as wills, deeds and other securities which we have agreed to hold in safe custody but we may, on reasonable notice, send them to you for safekeeping.

37.3 We do not accept responsibility for the loss or damage of any item which we hold on your behalf unless we expressly agree in writing to the contrary.

37.4 We reserve the right to charge a fee for storing original documents in safe custody. We will notify you of our storage rates at the appropriate time.

37.5 If we retrieve your file from storage (including electronic storage) in relation to continuing or new instructions to act for you, we will not normally charge for the retrieval.

37.6 If we retrieve your file from storage for another reason, we may charge you for:

(a)    time spent retrieving the file and producing it to you;

(b)    reading, correspondence, or other work necessary to comply with your instructions in relation to the retrieved file; and/or

(c)    providing additional copies of any documents.

37.7 We will provide you with an electronic copy of the file unless it is inappropriate to do so.

Force Majeure

38.1 For the purpose of this clause, “Force Majeure” means any circumstance beyond the reasonable control of the party affected by it and includes telecommunications failure, power supply failure, terrorism, fuel strikes, severe weather, computer breakdown, failure of suppliers to meet delivery requirements, industrial disputes and absence of personnel due to illness or injury.

38.2 Neither you nor we shall be liable for any failure to perform, or delay in performing any obligations (other than payment and indemnity obligations) if and to the extent that the failure or delay is caused by Force Majeure and the time for performance of the obligation, the performance of which is affected by Force Majeure, shall be extended accordingly.

Governing Law & Jurisdiction

39.1 These terms of business are governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.

Last Updated on 15/11/2023