1. These Terms, together with our Client Care Letter for each matter on which we act for you, form the agreement between you and us for the provision of legal services. If there is any inconsistency between these Terms and the Client Care Letter for a particular matter, the Client Care Letter will prevail in relation to that matter, unless expressly stated otherwise.
2. Unless expressly agreed otherwise, these Terms apply to each matter on which we act for you.
3. We may update these Terms from time to time. Updated Terms will apply to new matters and to existing matters where we have notified you in writing and the change does not materially prejudice your rights, or where you have agreed to the change. If a material change is proposed and you do not agree to it, either you or we may terminate the retainer in accordance with these Terms.
4. Baker Stirling is a trading name of Baker Stirling Legal Services Ltd, which is a limited company registered in England and Wales with company number 09742781. Our registered office is Level 1, Devonshire House, One Mayfair Place, London W1J 8AJ. Our VAT number is 237 2125 30.
5. We are a firm of solicitors authorised and regulated by the Solicitors Regulation Authority (SRA) and our legal services under this agreement are regulated by the SRA. Our SRA number is 626720. You can find out more about the SRA and view the professional rules which apply to us on the SRA website: www.sra.org.uk. Please note that owing to our professional duties as solicitors there are some limits on what we can do to help clients achieve their goals. We cannot, for example, break the law, act in a conflict of interest, mislead the Court or act in a manner deemed ‘unethical’ by our regulator.
6. We are not authorised by the Financial Conduct Authority. However, we may provide certain limited financial services where they are incidental to our legal services and permitted under the regulatory arrangements applying to solicitors. Where relevant, we will provide further information before undertaking such work.
7. You agree to:
8. Most clients prefer to use email for written communications, even though email may not be secure. You consent to us corresponding with you by email and relying upon communications coming from your email account unless you tell us otherwise in writing.
9. We take reasonable steps to minimise the risk of our email or computer systems carrying a virus or similar harmful items. You agree to also take reasonable steps to properly secure your communications with us and protect the email and computer systems used for your matter. This is important to protect your rights and funds. You can learn more about staying safe and secure online including good password practice at: https://www.cyberessentials.ncsc.gov.uk.
10. We will not accept any instructions from you to alter your banking details or instructions on where money should be sent if received by email. This is due to the risk of fraud by someone impersonating you in order to divert your money to another account. We reserve the right to take the time to confirm such instructions with you personally by telephone and by other reasonable means before acting on such instructions.
11. Similarly, you agree not to rely upon any change of bank details notified to you in relation to our firm including by email even if it appears to come from our firm. Fraudsters can convincingly impersonate email accounts. If you receive any such email purportedly from us or any other suspicious looking communication which appears to be from us, please call us on a known number to speak to us immediately. Except to the extent that any loss is caused by our negligence, breach of duty, fraud or wilful default, we will not be liable for any losses or damage resulting from funds being sent to an incorrect account, or from the interception or diversion of payments made in the normal manner.
12. We are normally open between 9:00 AM and 5:30 PM Monday to Friday except for bank holidays. Messages can be left outside of the normal hours and appointments can be arranged at other times when this is essential. While our staff may sometimes respond to communications and work outside of our normal office hours this is entirely at our discretion, and we would ask you to respect that there will be times when we are not available.
13. If you are an organisation rather than an individual, we will generally take instructions from the individual named in our Client Care Letter. If potentially conflicting instructions are received from different individuals connected with the organisation, or if there is uncertainty about who may instruct us, we may require evidence of authority, such as a board resolution, member resolution or other formal authorisation.
14. If you require our services to be provided in a different way because of a disability or other need, please tell us and we will consider what reasonable adjustments may be appropriate.
15. You are liable to pay our charges, including our fees for time spent, disbursements and tax,including VAT where applicable. Our method of charging may be based on an hourly rate, a
fixed fee, or another agreed charging arrangement. We will explain the basis of charging, including any applicable hourly rates, in our Client Care Letter.
16. Our time spent on a matter is calculated in six-minute units rounded up to the nearest full six-minute unit of time. For example, short or standard letters, emails and phone calls may require less than six minutes of a fee earner’s time but will still be charged as one six-minute unit. Each six-minute unit is the equivalent of 10% of our hourly rate.
17. We reserve the right to vary our hourly rates, for example at the start of a new year. We will give you advance notice of any proposed change. If we feel it is necessary to vary our hourly rates due to the nature of your instructions changing (such as in respect of the urgency of the matter) we will notify you of this and agree an appropriate alternative hourly rate with you.
18. When charging on an hourly rate basis, we may provide an estimate of the total costs for your matter or for reaching a particular stage. We may also publish estimates or automated quotes on our website. These are estimates only and are not fixed fees or caps unless expressly stated otherwise. We will provide updated costs information where appropriate, including where it appears that an estimate is likely to be materially exceeded. You remain liable for our charges whether or not an original estimate is exceeded.
19. The cost of our services is subject to VAT at the current applicable rate (20%). All hourly rates and cost estimates quoted by us are exclusive of VAT unless expressly stated otherwise.
20. Unless expressly stated otherwise in the Client Care Letter, if we agree to act for you on a fixed fee basis and our instructions are terminated before completion of the agreed work, we may charge you a fair and reasonable proportion of the fixed fee by reference to the work undertaken, the stage reached, any agreed milestones, and any expenses or disbursements incurred. Where the Client Care Letter provides for staged fixed fees, any stage fee which has become due before termination will remain payable.
21. Any money paid on account of our costs and disbursements will be held in our client account unless and until it is properly transferred in payment of a bill delivered to you or applied towards a disbursement incurred on your behalf. We may ask for further payments on account from time to time. If we ask you to pay money on account or to replenish money held on account and you do not do so, we may suspend work or cease acting, subject to our legal, regulatory and professional obligations. When your matter is completed, we will return any surplus to you.
22. We may, as your agent, instruct third parties to provide services in connection with your matter. You will be responsible for their fees, charges and expenses where properly incurred. These may include court fees, counsel’s fees, expert fees, search fees, agents’ fees and other third-party costs.
23. Unless agreed otherwise in writing, we may deliver interim bills, including disbursement-only bills. Unless expressly stated to be a request for payment on account, any interim bill we deliver is a statute bill for the work, disbursements and expenses described in that bill and is payable on delivery. We may also send requests for payments on account, which are not bills. Any sums paid on account will be credited against bills delivered to you.
24. If you are receiving or anticipate receiving assistance with funding from a third party in connection with your legal matter, you nonetheless remain liable for the payment of our charges in accordance with these Terms.
25. Should we become liable for further expenses incurred on your behalf after sending you our final bill, we reserve the right to raise a further bill for those costs. If we have to take steps to recover unpaid bills, we may also seek to recover reasonable costs properly incurred in doing so, including court fees, enforcement fees and third-party debt recovery costs, where recoverable.
26. Our bills are payable on receipt unless otherwise stated. If a bill remains unpaid for more than 30 days, we may charge interest on the unpaid amount at 4% per annum above the Bank of England base rate, calculated from the due date until payment. For business clients, we reserve the right to claim interest, compensation and costs under the Late Payment of Commercial Debts (Interest) Act 1998 where applicable.
27. If you do not pay our bills, or if work in progress reaches £5,000 or more without payment from you, we reserve the right to use any money held on account of costs to pay or part-pay bills delivered to you, and to suspend work or cease acting, subject to our legal, regulatory and professional obligations. Subject to those obligations, we may also retain papers, documents or other items relating to your matter until payment has been made in full. This does not affect any rights you may have under data protection legislation or any obligation we may have to release documents where required by law, court order or professional rules.
28. If we agree to continue acting where substantial fees, disbursements or work in progress remain unpaid, we may require additional security for costs, a payment on account, or revised payment terms. Any uplift, interest arrangement or additional charge will only apply if agreed with you in writing.
29. Unless you tell us that you are unable to receive bills electronically, you agree that we may deliver bills to you by electronic means, including by email.
30. If you wish to complain about our bill, you can follow our complaints procedure (see below). You may also ask the court to assess our bill of costs under Part III of the Solicitors Act 1974 subject to certain time limits and conditions.
31. We may hold money on your behalf in a client account with a bank or deposit-taking institution selected by us in accordance with the SRA Accounts Rules. We will take reasonable care in selecting and reviewing the institutions with which client money is held. We will not be liable for losses arising from the failure of a bank or deposit-taking institution unless the loss arises from our breach of duty, negligence, fraud or wilful default.
32. Client money may be protected by the Financial Services Compensation Scheme, subject to the Scheme’s limits and eligibility rules. Further information is available at www.fscs.org.uk.
33. We may use more than one banking provider or backup banking facility to reduce operational risk and support continuity of payments, provided this complies with the SRA Accounts Rules.
34. Where we hold client money for you or a relevant third party, we will account to you for a fair sum in lieu of interest where it is fair and reasonable to do so in accordance with the SRA Accounts Rules and our Client Money Interest Policy, which is available on request.
35. If you instruct us jointly with another person, we may act on instructions received from any one of you unless you instruct us otherwise in writing. Each joint client is jointly and severally liable for our charges and disbursements unless agreed otherwise. Where we act for clients jointly, information provided by one joint client in relation to the matter may be shared with the other joint client. If a conflict arises between joint clients, or if one joint client asks us to withhold material information from another, we may have to stop acting for one or more clients.
36. When accepting instructions to act on behalf of a limited company, we may require a director or controlling shareholder to sign a form of personal guarantee in respect of the legal costs and disbursements of this firm.
37. You agree to the limits on our liability set out in these Terms and that these are reasonable in all the circumstances.
38. For the avoidance of doubt, nothing in these Terms seeks to exclude or limit our liability in respect of our liabilities which cannot lawfully be excluded or limited, such as in respect of death, personal injury, fraud, or fraudulent misrepresentation. The following terms should therefore be read subject to this.
39. Subject to clause 38 and to the extent permitted by law, we will not be liable for indirect or consequential loss. In relation to business clients, we will not be liable for loss of profit, revenue, income, business, opportunity or goodwill except to the extent that such loss is a direct and reasonably foreseeable result of our breach and liability for that loss cannot lawfully or reasonably be excluded.
40. We will not be liable for any failure or delay in performing our obligations to the extent that such failure or delay is caused by events beyond our reasonable control.
41. We will not be liable for loss or damage arising as a result of our compliance with legal, regulatory or professional duties, including delays or disclosures arising in the context of anti-money laundering, sanctions or financial crime compliance, unless the loss arises from our negligence, fraud, wilful default or breach of duty.
42. We are not responsible for the acts, omissions, advice, services or products of third parties, even where we introduce or instruct them on your behalf, except to the extent that any loss is caused by our negligence in selecting, instructing or supervising that third party.
43. We will not be liable to anyone who is not our client in respect of professional negligence. Except as provided in clause 45, these Terms confer no rights on any third parties. Subject to that exception, the Contracts (Rights of Third Parties) Act 1999 shall not apply.
44. We may from time to time agree with you a liability cap for any given matter. This will ordinarily be agreed in our Client Care Letter before beginning work on the relevant matter. We will not cap our liability below the minimum amount of professional indemnity insurance cover which solicitors’ practices of our type are required to maintain from time to time, currently £3 million. Where a liability cap is agreed, it will apply to our aggregate liability to both you and to any other client for whom we are instructed in that matter. The cap will apply whether the liability arose by reason of negligence, breach of contract, breach of statutory duty or otherwise and whatever the type of loss or damage arising, subject to the limits on our ability to lawfully exclude and limit liability as detailed above.
45. Services are provided by our lawyers and staff for and on behalf of the firm. To the fullest extent permitted by law, you agree not to bring any claim personally against any of our directors, employees, consultants or other staff in connection with services provided by the firm. Each of our directors, employees, consultants and other staff may enforce this clause under the Contracts (Rights of Third Parties) Act 1999. This does not limit or exclude any liability of the firm itself, or any liability which cannot lawfully be limited or excluded.
46. Unless expressly agreed in the Client Care Letter, our advice is limited to the law of England and Wales and to the scope of work identified in the Client Care Letter. We do not advise on tax, financial planning, investment, accounting, valuation, survey, foreign law or commercial merits unless expressly agreed in writing. Separate specialist advice may be required for matters outside the agreed scope of our work.
47. We maintain professional indemnity insurance in accordance with the requirements applying to solicitors. Details of our insurer, the insurer’s contact details and the territorial coverage of the policy are available on request. In some circumstances, eligible clients may also have access to the SRA Compensation Fund, which is discretionary and subject to its own rules. Further information is available at www.sra.org.uk.
48. We are committed to providing a high-quality service. If you are unhappy about any aspect of our service or our charges, please contact the person dealing with your matter in the first instance. If you wish to make a formal complaint, please contact James Baker, Managing Director, at james.baker@bakerstirling.co.uk or by post to our office. Our complaints procedure is available on our website or on request. Making a complaint will not affect how we handle your matter.
49. We have eight weeks to consider your complaint. If we have not resolved it within that period, or if you remain dissatisfied after receiving our final written response, you may refer your complaint to the Legal Ombudsman if you are eligible to do so. If you are eligible to complain to the Legal Ombudsman, you must usually do so within six months of our final written response and within one year of the act or omission complained of, or within one year of when you should reasonably have known there was cause for complaint.
Legal Ombudsman
PO Box 6167
Slough
SL1 0EH
Telephone: 0300 555 0333
Email: enquiries@legalombudsman.org.uk
Website: legalombudsman.org.uk
50. You may also ask the court to assess our bill under Part III of the Solicitors Act 1974, subject to time limits and conditions. The Legal Ombudsman may not consider a complaint about a bill while it is being assessed by the court.
51. The SRA can help if you are concerned about our professional conduct, such as dishonesty, misuse of money or discrimination. The SRA does not deal with issues of poor service.
Solicitors Regulation Authority The Cube 199 Wharfside Street Birmingham B1 1RN Telephone: 0370 606 2555 Email: report@sra.org.uk Website: www.sra.org.uk
52. We owe you a professional duty of confidentiality. We will keep your information confidential unless disclosure is authorised by you, required or permitted by law, required by our professional or regulatory obligations, or necessary for the proper conduct of your matter.
53. Baker Stirling Legal Services Ltd is usually the controller of personal data processed in connection with the provision of legal services. We process personal data in accordance with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018. Further information about how we collect, use, retain and share personal data, and about individual data protection rights, is set out in our Privacy Notice, which is available on our website or on request.
54. Requests to exercise data protection rights should be sent to:
James Baker
Baker Stirling Legal Services Ltd
Level 1, Devonshire House
One Mayfair Place
London W1J 8AJ
Email: james.baker@bakerstirling.co.uk
55. If you are unhappy with how we have handled your personal data, you may make a data protection complaint to us using the above contact details. We will not charge you for making a data protection complaint. We will acknowledge receipt of a data protection complaint within 30 days and will take appropriate steps to investigate and respond without undue delay. Further details are set out in our Privacy Notice and/or Data Protection Complaints Procedure.
56. You also have the right to complain to the Information Commissioner’s Office:
Information Commissioner’s Office
Wycliffe House
Water Lane
Wilmslow
Cheshire SK9 5AF
Telephone: 0303 123 1113
Website: ico.org.uk
57. Your file may be reviewed confidentially for audit, quality, compliance, accreditation, insurance or risk management purposes. Any reviewer will be required to maintain confidentiality.
58. Unless we agree otherwise in writing, we will retain your matter file for at least six years from the date of the final bill or matter closure, whichever is later. After that period, we may securely destroy the file without further notice. Different retention periods may apply to certain matters, including wills, trusts, probate, conveyancing, deeds, tax-related matters, litigation involving minors, and matters where longer retention is required by law, regulation or good professional practice. Original documents will be returned to you at the end of the matter unless we agree to retain them.
59. Subject to our legal, regulatory and professional obligations, we may retain your papers, documents and deeds while sums remain outstanding to us for costs or disbursements. This does not affect any rights you may have under data protection legislation or any obligation we may have to release documents where required by law, court order or professional rules.
60. Subject to your rights under data protection legislation, we may charge for retrieving, reviewing, copying or providing stored files or documents at your request. We will not charge for dealing with a data protection rights request unless permitted by law.
61. We are required to comply with anti-money laundering, counter-terrorist financing, sanctions and financial crime legislation. You agree to co-operate with our checks, including by providing identity documents, information about your business structure, source of funds, source of wealth and any other information we reasonably request.
62. We may use electronic identity verification, onboarding, anti-money laundering and sanctions screening providers, including Thirdfort, InfoTrack or similar providers. We may charge you for the cost of those checks, as explained in the Client Care Letter or as otherwise notified to you.
63. In some circumstances, we may be required to make a report to the National Crime Agency, the Office of Financial Sanctions Implementation or another authority. We may be prohibited from telling you that we have done so. We may also have to stop work, delay transactions, refuse to receive or transfer funds, or cease acting where required by law or our professional obligations.
64. We cannot provide a banking facility. There are limits on how funds can be paid into and out of our client account. We do not accept cash above £500 in any 28-day period.
65. We may use electronic case management systems, cloud-based platforms, client portals, electronic signature tools, identity verification providers and technology-assisted tools to support the delivery of our services. We remain responsible for the legal services provided to you and will take reasonable steps to ensure appropriate confidentiality, security and data protection safeguards are in place.
66. We may use carefully selected third-party providers to support the provision of our services and the operation of our business. This may include providers of IT, case management, document management, compliance, administrative or other support services. Where we share information with such providers, we require them to protect confidentiality and comply with applicable data protection requirements. Some providers may process personal data outside the United Kingdom. Where this occurs, we will ensure that appropriate safeguards are in place in accordance with UK data protection law.
67. We will not knowingly input confidential client information into open or public generative artificial intelligence tools. Where we use approved technology-assisted tools, we remain responsible for the legal services provided and will take reasonable steps to check outputs and maintain confidentiality, security and data protection safeguards.
68. We cannot act where there is a conflict of interest or a significant risk of one, unless our professional rules permit us to do so. If a conflict arises, or if professional rules prevent us from continuing to act, we may have to stop acting for one or more clients.
69. We are committed to providing a safe, professional and respectful environment for our staff, clients and third parties. We will not tolerate abusive, threatening, discriminatory, harassing, intimidating or sexually inappropriate behaviour, whether verbal, written, physical or otherwise. If we consider that such behaviour has occurred, we may take appropriate action, including limiting communications, requiring communications to be made only in writing, suspending work, terminating our retainer, reporting the matter to relevant authorities, and taking legal action where appropriate.
70. Subject to your ownership of any original documents belonging to you, we retain all copyright and other intellectual property rights in the advice, documents, templates and materials we prepare. You may use them for the purposes of the matter for which they were prepared, but not for any other purpose without our written consent.
71. You may end this contract, and therefore your instructions to us, at any time by writing to us by post or email. You will remain liable for our charges and disbursements incurred up to the date of termination. Where we are acting on an hourly rate basis, our charges will be calculated by reference to time spent. Where we are acting on a fixed fee basis, we may charge a fair and reasonable proportion of the fixed fee by reference to the work undertaken, the stage reached and any agreed milestones, unless the Client Care Letter provides otherwise.
72. We may stop acting for you where we have good reason to do so. Where possible, we will give you reasonable notice in writing. Good reasons may include failure to provide instructions, information, identification documents, source of funds evidence or payments on account; failure to pay our bills; abusive conduct; a conflict of interest; a breakdown in the relationship of trust and confidence; or where continuing to act would breach our legal, regulatory or professional obligations.
73. If your matter does not conclude, or if we are prevented from continuing to act because of our legal obligations or professional rules, you will remain liable for our charges for work actually undertaken and disbursements incurred.
74. If you are a consumer and our contract is made at a distance or away from our premises, you may have a right to cancel within 14 days without giving a reason. Where cancellation rights apply, we will provide further cancellation information and, where required, a cancellation form. We may decide not to start work until the cancellation period has expired unless you ask us to do so. If you ask us to start work during the cancellation period and then cancel within that period, you must pay us a proportionate amount for the work carried out up to the point of cancellation. If the service is fully performed during the cancellation period, and you have expressly requested that we start work and acknowledged that you will lose the right to cancel once the work is fully performed, you will no longer have the right to cancel.
75. If any provision of our Agreement, including these Terms, is found to be unlawful, void or unenforceable, the remaining provisions will remain valid and enforceable.
76. Our agreement, including these Terms, shall be governed by and construed in accordance with the law of England and Wales. Subject to any mandatory rights which apply to consumer clients, the courts of England and Wales shall have exclusive jurisdiction over any dispute arising from our agreement or these Terms.
77. Unless otherwise agreed, and subject to the application of our then-current hourly rates and any updated Terms notified to you, these Terms will apply to any future instructions given by you to this firm.
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