1 Our contract with you
1.1 These Terms of Business apply to all work we do on your behalf unless otherwise agreed. This is an important document; please read and keep it in a safe place for future reference.
1.2 Each time you instruct us on a new matter we will send you a ‘Scope of Work’ confirming your instructions and setting out the scope of the work we have agreed to carry out for you and any assumptions on which that is based, our fees and individual contact details. The Scope of Work and these Terms of Business form the contract between us.
1.3 If there is any inconsistency between our Terms of Business and the Scope of Work, the Scope of Work will take priority.
1.4 By accepting that we proceed in accordance with a Scope of Work, you will be deemed to have accepted these Terms of Business.
1.5 If we have commenced the provision of services (for example by gathering information, project planning or giving initial advice) prior to your receipt of our Scope of Work or Terms of Business, then notwithstanding that the contract is made after the provision of such services, the terms contained in the documents shall be deemed to apply from the commencement of such services.
1.6 These Terms of Business replace any previous Terms of Business which apply to the engagement between us, and unless varied or replaced they will apply to any future instructions we carry out on your behalf.
1.7 From time to time, we may amend or replace these Terms of Business. In such circumstances we may notify you in writing of the proposed changes and, unless you object in writing within 14 days of such notification, the new Terms of Business will come into effect from the end of that period and will apply to all matters on which we are instructed by you at that time.
1.8 The section headings are for ease of reference and do not affect the meaning of these Terms.
2 About us
2.1 Michelmores LLP is a limited liability partnership incorporated in England and Wales with registered number OC326242. Our registered office is at Woodwater House, Pynes Hill, Exeter, Devon EX2 5WR. We use the term Partner to refer to a Member of Michelmores LLP or an employee or consultant with equivalent standing and qualifications. A list of the Members, together with those non-Members who are designated as Partners, can be inspected at our registered office. No reference to a ‘Partner’ is to imply that any person is carrying on business with others in partnership for the purposes of the Partnership Act 1890.
2.2 You can find details of our postal address, telephone number and email address of each office on our website at https://www.michelmores.com/contact/.
2.3 Michelmores LLP is authorised and regulated by the Solicitors Regulation Authority (SRA) whose address is The Cube, 199 Wharfside Street, Birmingham B1 1RN. The SRA is the independent regulatory arm of the Law Society of England and Wales, our professional body. Our SRA authorisation number is 463401. All services provided by Michelmores LLP are regulated by the SRA. You can access the SRA’s standards and regulations on the SRA’s website at www.sra.org.uk or by calling 0370 606 2555.
2.4 We are registered for VAT purposes. Our VAT registration number is 140 9928 55.
2.5 Where we say we, us or our in these Terms of Business, we mean Michelmores LLP.
3 About you
3.1 Where we say you or your in these Terms of Business, we mean the client or clients identified in the Scope of Work and with whom we contract. ‘You’/’your’ does not include any other persons or entities connected to you, such as relatives, employees, directors, officers, shareholders, subsidiaries, parent companies or any representatives authorised to give instructions on your behalf (authorised representative).
3.2 If we are notified that you have a duly authorised representative, subject to any express agreement to the contrary, we may treat them for all purposes as authorised to act on your behalf, including for the purposes of providing instructions and notices, giving consents and receiving updates, notices, costs information and invoices from us.
4 Our service standards and responsibilities
4.1 We will update you in person, by video conference, telephone or in writing (including by email) with progress on your matter and explain to you the legal work required as your matter progresses.
4.2 We will update you at appropriate intervals on the likely timescale for each stage of your matter and any important changes in those estimates. Whenever there is a material change in circumstances associated with your matter, we will update you on whether the likely outcomes still justify the likely costs and risks.
4.3 We will update you on the cost of your matter at the intervals set out in the Scope of Work. If appropriate, we will continue to review whether there are alternative methods by which your matter can be funded.
4.4 We are committed to acting in a way that encourages equity, diversity and inclusion in all our dealings with clients, third parties and employees. For more information about how we seek to achieve this please see Inclusion & Belonging – Michelmores. If it would assist you for our services to be delivered to you in a particular way please let us know and we can investigate whether this is practicable.
4.5 We will:
4.5.1 treat you fairly and with respect;
4.5.2 communicate with you in plain language;
4.5.3 identify to you the partner who will have overall supervision of the services provided to you. Where appropriate your work may be dealt with by another partner, solicitor, legal executive or manager so that your work is carried out efficiently and economically;
4.5.4 review your matter regularly;
4.5.5 advise you of any changes in the law that affect your matter;
4.5.6 advise you of any reasonably foreseeable circumstances and risks that could affect the outcome of your matter;
4.5.7 review the costs of your matter regularly and update you promptly should our estimate change; and
4.5.8 report to you promptly the outcome or any significant developments in your matter and identify any further action that should be taken.
5 What we expect of you
It is a condition of our acceptance of your instructions that you agree to:
5.1 provide documents when we ask for them and respond promptly when we ask for instructions or information;
5.2 be open and honest with us about all circumstances relating to your matter;
5.3 cooperate fully with us to ensure that any checks we need to make in relation to your identity, ownership, status, source of funds or source of wealth can be completed promptly;
5.4 treat our staff and partners with courtesy and respect;
5.5 notify us if your contact details change;
5.6 tell us immediately if your expectations change or if you are not sure you understand what we have discussed;
5.7 inform us of any time limits or objectives that might not be obvious to us;
5.8 not give us instructions which you know or ought to know are inconsistent with the law or illegal;
5.9 keep password details for any account you use to communicate with us secret and secure, change your password for any such account immediately upon receiving any indication that security for the account may have been compromised, and 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; and
5.10 let us know about any other changes that may affect the way we deal with your matter, including any changes that may affect your tax status in any jurisdiction.
6 Cancellation rights for consumers
6.1 Consumers may have rights to cancel their contract with us. If you are acting for purposes outside your trade, business, craft or profession, you are likely to be a consumer. If you are a consumer you may have a legal right to cancel our contract with us for a period of 14 days starting on the day the contract is formed. You are likely to have this right if we take instructions from you outside of our offices or at a distance, for example online or over the telephone. If you request us to start work during the first 14 days of our contract you will have to pay us for any work we do up to and until you cancel together with any applicable VAT and disbursements we have incurred on your behalf but any other sums you have paid for our costs will be refunded to you.
6.2 You will lose this right to cancel if you have expressly requested we provide services during the cancellation period and they have been fully performed before you inform us of your intention to cancel.
6.3 To cancel your contract with us please contact the lawyer responsible for your matter in writing stating that you wish to exercise your right to cancel the contract in accordance with this paragraph. This section does not affect your right to terminate our retainer as outlined in section 22.
7 Joint Clients
7.1 Where you instruct us jointly with another person or entity your right to confidentiality (see section 12) and your ownership of our file is joint and common, and we will be obliged to share with your joint client(s) all information that you give to us and any instructions that you provide to us. This will remain the case after your contract with us has ended. The protection of ‘legal privilege’ will be retained by you jointly.
7.2 We may agree with you that one of you may give instructions on behalf of you all, however you may revoke your consent to such an arrangement at any time and require us to seek instructions from you all. Where such an arrangement is in place we reserve the right at our absolute discretion to require confirmation of instructions from all of you where we consider it appropriate to do so.
7.3 If you require information or documents held by us on the conclusion of our contract with you, we can provide any one of you with such information or copies of documents without the consent of your fellow joint clients, but we can only release original documents on receiving instructions from you all.
7.4 See section 8 for information about conflicts of interest which is relevant to joint clients.
8 Conflicts of Interest
8.1 Our professional rules prevent us from acting where there is a conflict of interest, or a significant risk of a conflict of interest arising, between:
8.1.1 us (or one of our lawyers) and a client;
8.1.2 two (or more) of our current clients (save in certain, limited circumstances which we will discuss with you where applicable);
8.1.3 joint clients; or
8.1.4 our professional obligation to keep current or former client information confidential and our professional obligation to act in your best interests and inform you of anything that relates to your matter.
8.2 We conduct screening before accepting instructions from clients to identify situations where a conflict exists or there is a significant risk of a conflict arising, but in some cases a conflict or a significant risk of a conflict can arise at any stage of a matter through no fault of ours or yours.
8.3 You must tell us immediately if you become aware of circumstances that might give rise to a conflict of interest in relation to your matter.
8.4 Where we are acting and a conflict of interest arises, or we identify a significant risk of a conflict of interest arising, we are likely to have a regulatory obligation to cease acting for you and our contract with you will be terminated accordingly.
8.5 Where you instruct us together with one or more joint clients and a conflict arises between you (for example because you disagree on your instructions to us or because a change in circumstance means that the outcome you have been jointly pursuing becomes less beneficial to one of you than the other), you must inform us immediately. If the issue is capable of resolution we may pause acting whilst you each seek independent legal advice to resolve the matter. Otherwise, we may be obliged to cease acting for both of you and our contract with you will be terminated accordingly.
8.6 Where our contract with you is terminated due to a conflict of interest arising, we shall be entitled to raise an invoice and be paid for the work we have undertaken up to the point of termination.
9 Scope of our legal services
9.1 The scope of the services we will provide is set out in the Scope of Work.
9.2 We will provide legal 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.
9.3 Unless otherwise agreed in writing, we will advise only on English law.
9.4 We will not advise on accounting, financial, investment, surveying, valuation, commercial viability, technical, trading or marketability issues.
9.5 We only advise on tax when we have expressly agreed in writing to do so. Unless expressly included in our Scope of Work we have no obligation to advise in relation to US or UK reporting obligations as a result of the Foreign Account Tax Compliance Act. You should carefully consider whether it is appropriate to obtain specialist advice in that regard. We will be entitled to rely on any advice and information you receive from your own advisers or investment managers and shall not be under any obligation to verify the accuracy of such advice or confirm that you have met your reporting obligations. We may ask you to confirm your reporting status, for instance by requesting your Global Intermediary Identification Number.
9.6 We advise on climate risk and climate-related legal issues only when we have expressly agreed in writing to do so.
9.7 Except as described in section 19, we do not provide financial services or advice.
9.8 If you ask us or we advise you to obtain advice from another law firm, Counsel or independent expert, we may assist you with the selection of such advisers but that firm, Counsel or expert will be responsible for the service and advice they provide, and you will be responsible for their fees.
9.9 Unless otherwise agreed in writing, our advice and any documents we prepare:
9.9.1 are for use only in connection with the specific matter on which we are instructed, can be relied on only by you (and to the extent permitted by law we do not accept responsibility to any third party and the Contracts (Rights of Third Parties) Act 1999 shall not apply save as provided for in section 10); and
9.9.2 reflect the law in force at the relevant time.
9.10 Our contract with you and our duty to advise you will cease upon the completion of the work detailed in our Scope of Work (or the termination of our contract with you as provided for in section 22). We will not be responsible for reminding you of important dates and/or deadlines or updating you on changes to the law which may arise after the completion of your matter.
9.11 Unless otherwise agreed with you, our engagement does not include providing a formal legal opinion letter or audit letter to you or any third party. If we agree to do so, we may charge you for any costs that we incur in relation to any such request.
10 Our liability to you
10.1 Your contract is solely with Michelmores LLP, which has sole legal liability for the work done for you and for any act or omission in the course of that work. No representative, member, officer, employee, agent or consultant of Michelmores LLP will have any personal liability to you and you agree that you will not bring any claim against any such person in respect of or in connection with services provided to you under your contract with Michelmores LLP or otherwise. In this regard each and every representative, member, officer, employee, agent or consultant of Michelmores LLP shall be entitled to the benefit of this provision under the Contracts (Rights of Third Parties) Act 1999.
10.2 Unless explicitly agreed otherwise, in writing:
10.2.1 we do not owe, nor do we accept, any duty to any person other than you; and
10.2.2 we do not accept any liability or responsibility for any consequences arising from reliance on our advice by any person other than you.
10.3 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 Scope of Work.
10.4 We will have no liability for any consequences arising from:
10.4.1 our reliance upon information provided to us by independent third parties (including but not limited to the results of searches carried out with statutory registries such as HM Land Registry, the UK Intellectual Property Office, Companies House) and our online Know Your Customer and Risk Profiling providers where such information is subsequently shown to be inaccurate or incomplete;
10.4.2 any delay or failure to provide services to you where that delay or failure is caused by circumstances beyond our reasonable control;
10.4.3 any fraudulent misrepresentation made by a third party (other than our sub-contractors) including, without limitation, any representation relating to property value, ownership or the identify of a party to a transaction, provided we have acted with reasonable care in relation to such representation;
10.4.4 your use of a method of communication with us that is insecure or not compatible with our systems (e.g. WhatsApp);
10.4.5 your use of AI Tools (as defined in section 15), including but not limited to any errors, omissions, hallucinations or misrepresentations of our advice processed by AI Tools and any breaches of confidentiality or data protection obligations arising from your use of AI Tools;
10.4.6 the failure of any UK bank or building society regulated by the Financial Conduct Authority (FCA) with which we have held a client account, or the freezing or rejection of any funds you pay at our direction into our client account, or any delay on the part of the bank operating our client account in releasing such funds; and
10.4.7 the termination by us of our contract with you on grounds permitted by section 22 or the suspension of our services to you as permitted by sections 8.5, 11.8 and 17.8, or termination or suspension for any other reason permitted within these Terms of Business.
10.5 Our maximum liability to you (or any other party where we have expressly agreed they may rely on our services) in relation to any single matter or any group of connected matters which may be aggregated by our insurers will be £3,000,000 (£3 million) including interest and costs, unless a higher level of liability is expressly agreed and confirmed in the Scope of Work.
10.6 If you are a consumer client (meaning you are an individual not instructing us in connection with your business, trade, craft or profession) we will not be liable for:
10.6.1 losses that were not foreseeable to you and us when this contract was formed;
10.6.2 losses not caused by any breach by us; and
10.6.3 business losses, including losses sustained by any individual not acting for purposes of their trade, business, craft or profession.
10.7 If you are a business client we will not be liable for any of the following (whether direct or indirect):
10.7.1 losses not caused by any breach of contract or tort on the part of the Firm;
10.7.2 loss of revenue;
10.7.3 loss of profit;
10.7.4 loss of use, production, contract, opportunity, savings, discount or rebate (whether actual or anticipated);
10.7.5 loss or corruption of data; and
10.7.6 harm to reputation or loss of goodwill.
10.8 Nothing in these Terms of Business shall exclude or restrict our liability in respect of:
10.8.1 death or personal injury caused by our negligence;
10.8.2 fraud or fraudulent misrepresentation;
10.8.3 any losses caused by dishonesty; and
10.8.4 any other losses which cannot be excluded or limited by applicable law.
10.9 Any liability we may have to you whether in contract or tort shall be limited to such an amount as would be just and equitable having regard to the extent of our responsibility for your losses as between you (including your directors, officers, partners, employees or agents), us and any other person with any responsibility for such loss. The inability of any co-liable person to meet a claim for any reason will not increase the amount of our liability and our liability will not be increased as a result of any exclusion or limitation of liability of any other liable person.
10.10 Please ask if you would like us to explain any of the terms above.
11 Our charges and billing
11.1 You are liable to pay legal costs as set out in the Scope of Work. Your legal costs comprise our fees, disbursements (liabilities we incur with third parties in the course of your matter, such as barristers or experts), expenses and VAT where applicable. Unless otherwise agreed with you in writing, all interim bills will be final accounts for our fees for the work undertaken during the periods to which they relate (known as interim statute bills). These are not final accounts in relation to disbursements that we have incurred on your behalf.
11.2 Our charges are based upon an hourly rate charge for the time spent by our lawyers. Short letters, emails and routine phone calls are charged at a minimum of 1/10 of an hour (i.e. one six-minute unit). All other work is timed in six-minute units and charged at the relevant hourly rate. Our hourly rates are reviewed annually with effect from 1 May and we will notify you in writing of any changes that affect your matter.
11.3 We will deliver our bills to you electronically unless you let us know that you have alternative requirements.
11.4 Our bills become due for payment immediately after you receive them and must be paid in the currency in which they are submitted.
11.5 Please inform us if you would like a third party to be responsible for paying our bills or any part of them. We must approve this in advance and we will need the party’s name, contact details and any other information or identification documents we request. It is your responsibility to pay our bills in accordance with section 11.4 even if someone else has agreed to pay some or all of them, or has a legal obligation to pay your legal costs (or you believe will ultimately become obliged to do so), and our bills will still be addressed to you. If someone else does pay some but not all of our legal costs, you are responsible for paying the rest.
11.6 If you instruct us jointly with someone else you will be jointly and severally responsible for the full amount of our legal costs.
11.7 We reserve the right to make additional charges to you in respect of:
11.7.1 any non-routine disbursements or expenses incurred on your behalf to include the cost of travelling, conference facilities, courier charges and banking charges which will normally be charged at cost; and
11.7.2 any costs incurred in undertaking identity verification, anti-money laundering checks, screening, source of funds and source of wealth enquires and any other enquiries we are required to make under applicable laws and regulations.
11.8 We may, at any time, ask you for a reasonable sum to hold on account of incurred or anticipated fees or disbursements (e.g. land or probate registry fees, court fees, experts’ fees), out-of-pocket expenses or the costs of a third party where you are liable to pay these. We have no obligation to make or commit ourselves to incurring such fees or making such payments unless you have provided us with funds for that purpose.
11.9 If a bill we have issued for fees and/or disbursements remains unpaid after 30 days from the date of the invoice we may:
11.9.1 charge interest on that overdue bill from the date of the invoice on a daily basis;
11.9.2 if you have engaged us in the course of your business, the interest rate will be in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, otherwise it will be at the rate applicable to judgment debts, both before and after any judgment;
11.9.3 charge an administration fee to cover our costs associated with recovering outstanding invoices in the sum of £100 per invoice; and
11.9.4 recover all expenses and costs incurred in enforcing our right to payment of such bills on a full indemnity basis.
11.10 Where any bill we have issued for fees and/or disbursements remains unpaid after 30 days from the date of invoice, or if our reasonable request for a payment on account of costs (whether for fees or disbursements) is not met, we reserve the right to:
11.10.1 terminate our contract with you; or
11.10.2 suspend acting for you temporarily until such time as payment is made in full (and you agree that we shall have no liability to you for any consequences arising from such suspension), and in either case we may exercise a lien and retain any papers, documents, funds or other property belonging to you in our possession until payment is made.
11.11 You have the right to complain about our bill. Please see section 21 for details of our complaints procedure.
11.12 You have the right to challenge our 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.
12 Confidentiality
12.1 We will keep your information confidential, unless:
12.1.1 you consent to the disclosure of that information;
12.1.2 disclosure of the information is required or permitted by law or regulatory requirements that apply to us; or
12.1.3 these Terms of Business state otherwise.
12.2 Examples of organisations we may be required to disclose your information to include:
12.2.1 the SRA;
12.2.2 the National Crime Agency (NCA);
12.2.3 the Information Commissioner’s Office (ICO);
12.2.4 domestic and international tax authorities; and
12.2.5 other legal or regulatory authorities.
12.3 Unless you instruct us otherwise, email will be our default method of communication. We deploy a range of information security measures, but we cannot guarantee the security of information or documents sent by email. If you do not wish us to communicate information by email, please let us know.
12.4 External organisations such as the SRA, the Law Society and the ICO may conduct audit or quality checks on our practice from time to time and may review your file and related papers for this purpose. Additionally we may outsource compliance audits and complaint investigations to external auditors or consultants. We will take reasonable steps to ensure that those external parties maintain confidentiality in relation to the information disclosed.
12.5 We may share information with other entities within the regulated sector for the purposes of preventing, investigating or detecting economic crime.
12.6 We may disclose our files and any relevant information concerning you and the work you have instructed us to undertake, to our insurers, brokers and professional advisers (including our legal advisors, accountants and auditors) in accordance with section 20, in order to protect and/or defend ourselves in any actual or threatened legal, civil or regulatory proceedings, and where in our absolute discretion we consider it appropriate to do so.
12.7 We may use external individuals and organisations to assist with some of the work on your matter, such as barristers, experts, or other solicitors acting as our agents. We may also outsource certain functions such as printing, document production, archiving, IT and certain legal processes to third party organisations. We will take reasonable steps to ensure that those external parties maintain confidentiality in relation to the information disclosed.
12.8 By accepting these Terms of Business, you consent to such outsourcing arrangements including the transfer of any personal data to such individuals or organisations (see also section 13).
12.9 We may provide your name and the nature of the work we conduct for you to a potential successor practice (another practice which the Firm may merge with or transfer its business to or another entity created by the Firm) or to regulated persons intending to form such a successor practice so that conflict checking may be undertaken and to enable continuation of service should a merger with or transfer of our business to a successor practice occur. Further your files may 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 a new business. If you do not wish your file to be used in this way, please let us know as soon as possible.
12.10 We may tell other clients or prospective clients about the services we provide. If we wish to rely on any work that we have undertaken for you to promote our services, we will ask your permission save where details of your matter subsequently enter the public domain in which circumstance you agree that we may publicise our involvement as well as any related information which has entered the public domain.
13 Privacy and data protection
13.1 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.
13.2 Our use of your personal data is subject to your instructions, the UK General Data Protection Regulation (UK GDPR), other relevant UK legislation and our professional duty of confidentiality.
13.3 We take your privacy very seriously. Our Privacy Policy 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. The Privacy Policy is available on our website at Privacy Policy – Michelmores, but please contact us if you would like us to send a copy to you or if you would prefer us to explain our Privacy Policy verbally.
13.4 We may record telephone calls and monitor emails for training, regulatory and compliance purposes.
13.5 As part of our client onboarding and due diligence process (the Purpose), we will collect personal data from you. In connection with the Purpose, you acknowledge and agree that your personal data will be disclosed to a credit reference agency (CRA), including but not limited to Equifax Limited. The CRA may keep a record of that information and provide it (and the fact that a search was made) to its other customers for the purposes of verifying identity, to assess credit risk and to prevent fraud, money laundering and to find debtors. For further information on how CRAs process your Personal Data, please refer to Credit Reference Agency Information Notice (CRAIN)| Equifax UK.
13.6 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. It may also include the use of artificial intelligence tools (including large language models, generative AI models, and machine learning models) that are contained within third party software or which may be developed for us or by us. 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.
13.7 Where you provide us with personal data relating to your authorised representative, officers, staff or other individuals, you confirm that you have obtained the appropriate consents or there is another lawful basis for you to share such personal data with us.
13.8 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. You have the right to opt out of receiving promotional communications at any time, by contacting us or following the ‘unsubscribe’ link in marketing communication you receive from us.
13.9 We may use the information you provide to us to take reasonable steps to satisfy ourselves that neither we nor you are victims of an actual or attempted fraud or other economic financial or cyber crime including carrying out such online searches and checks as we may decide.
14 Copyright
If we draft documents for you including but not limited to agreements, contractual provisions, precedents, letter(s) of advice, reports and legal opinions (collectively referred to as Material in this paragraph), the copyright in our contribution to the Material belongs to us. If you have paid all of our fees for the matter in which it was drafted, you are granted a licence to use the Material for the purpose for which it was drafted as communicated by you to us and to copy it for record purposes. If you request that we use documents written by a third party (for example other solicitors from other firms), you agree to indemnify us against any copyright claims that the author may bring.
15 Use of Artificial Intelligence (AI) tools
15.1 We may use AI tools (including large language models, generative AI models and machine learning models (AI Tools) in the provision of our services to you (see Section 13 for information on our privacy and data protection provisions).
15.2 The copyright licence granted to you in relation to our Material set out in Section 14 does not extend to permission for you to input any Material into any AI Tool without our express permission.
15.3 Any advice or information generated by AI Tools should not be considered a substitute for professional legal advice. We will not be liable for any inaccuracies or errors resulting from your use of AI Tools to interpret, review, summarise, comment upon or update our advice to you. AI Tools may alter, misinterpret or misrepresent the advice provided. You should seek clarification from us if there are any uncertainties regarding our advice to you.
15.4 See paragraph 10.4.5 for limitations on our liability to you in relation to your use of AI Tools.
16 Banking and related matters
16.1 Our client account
Unless agreed otherwise, we hold client money in accordance with the SRA Accounts Rules in various accounts with UK banks and/or building societies regulated by the PRA and FCA.
16.2 Warning about changes to our bank details
We will not send you information about changes to our bank account details by email. If you receive an email purporting to be from someone at Michelmores LLP advising you of a change to bank account details please inform us immediately. Do not reply to the email or act on any information it may contain.
16.3 Payment of interest and funds at the end of the matter
We will pay a fair sum of interest to clients or third parties on client money we hold on their behalf in accordance with and in the circumstances detailed in our Interest Policy, which can be accessed on our website at Interest Policy – Michelmores.
When the work we are undertaking has come to an end and we hold less than £20 in our client account, we may donate the monies to a charity of our choosing without recourse to you. This is in order to save both you and the firm the administrative costs inherent in handling small sums of money.
16.4 Bank failure and the Financial Services Compensation Scheme
16.4.1 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).
16.4.2 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.
16.4.3 The limit is £85,000 per banking institution per customer. 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.
16.4.4 The FSCS also provides up to £1 million 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.
16.4.5 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.
16.4.6 More information about the FSCS can be found at https://www.fscs.org.uk.
16.5 Receiving and paying funds
16.5.1 We do not accept cash payments.
16.5.2 Funds required from you to complete a transaction should be paid by bank transfer from a source you have told us about in advance and which we have verified to our satisfaction. It takes 8 working days for a cheque to appear as cleared funds in our client account and so sufficient time must be allowed if you need to make such payments by cheque.
16.5.3 If we receive money in relation to your matter from an unexpected source (or cash has been accepted by our bank from you or another third party on your behalf), there may be a delay in your matter whilst we verify the source of those funds. We may charge you for any additional checks we decide are necessary and we may terminate our contract with you if either you or any third party whose cooperation is required fails to provide us with the information we need to verify the funds within an appropriate timescale. We will not be able to use or return any such funds until we are satisfied that they have been adequately verified.
16.5.4 Where we need to pay money to you, it will be paid by cheque or bank transfer to an account in your name. To comply with the SRA Accounts Rules we cannot make such payments to a third party. Please tell us immediately if you do not have a bank account in your name.
17 Prevention of money laundering, terrorist financing and proliferation financing and Know Your Client obligations
17.1 To comply with anti-money laundering, counter-terrorist financing and counter-proliferation financing requirements and to comply with our regulatory Know Your Client obligations, we are likely to ask you for proof of your identity and 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, beneficial owners, or persons associated with you who are making a financial contribution to your matter.
17.2 We are also obliged to understand your source of wealth, and for transactional matters the source of funds for the transaction. We may require you to provide evidence of your source of wealth and/or the source of funds and our enquiries will continue until such time as we are satisfied our understanding is sufficient.
17.3 If you or any third parties do not provide us with required information promptly, your matter may be delayed or we may ultimately have to terminate our contract with you.
17.4 You must not send us any money until we have told you these checks have been completed to our satisfaction.
17.5 We charge for identification and verification checks and will confirm the cost in our Scope of Work.
17.6 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 or we may ultimately have to terminate our contract with you.
17.7 Any personal data we receive from you for the purpose of preventing money laundering, terrorist financing or proliferation financing will be used only for that purpose unless:
17.7.1 you consent otherwise; or
17.7.2 permitted by or under another enactment or these Terms of Business.
17.8 We are professionally and legally obliged to keep your affairs confidential. However, we may be required by law to make a disclosure to the NCA where we know or suspect that a transaction may involve money laundering, terrorist financing or proliferation financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop working on your matter for a period of time or altogether and may not be able to tell you why.
17.9 Subject to section 10, we shall not be liable for any loss arising from or connected with our compliance with any statutory obligation we have, or reasonably believe we have, to report matters to the relevant authorities under the provisions of the money laundering, terrorist financing and/or proliferation financing legislation.
17.10 We use an external service provider called Legl to provide secure digital client and third party identity verification, online payments, and to share key documents as part of our client onboarding process. If we use Legl in relation to your matter you will receive a link by e-mail to start your client onboarding and will be directed to Legl’s portal where the verification will take place. You will receive e-mail confirmation once the process is complete.
17.11 Details of how Legl keeps your data secure can be found in their terms of use here and Privacy Policy here.
18 Mandatory disclosure rules
The UK Mandatory Disclosure Rules requires certain cross- border arrangements to be reported by intermediaries (this may include our firm) or in some cases taxpayers, to HMRC. The main aims of these Rules are to provide tax authorities with an early warning mechanism on new risks of non-compliance and to allow them to identify taxpayers using such arrangements, thereby enabling them to carry out audits more effectively. Depending on the engagement at hand we or you may have an obligation to report the transaction to HMRC. Where we identify that there is a cross-border element to the engagement, we will be required to carry out an assessment as to whether the arrangement has features that would give rise to a reporting obligation. If we identify a reporting obligation, we will inform you of this. We may also charge for our time in making this assessment and any subsequent report.
19 Financial services
19.1 We are not authorised by the FCA but are included on the register maintained by the FCA as an Exempt Professional Firm so that we can carry on insurance distribution activity (advising on, selling and administration of insurance contracts) and certain limited consumer credit services where these are closely linked to the legal work we are doing for you. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the SRA. The register can be accessed via the FCA website at www.fca.org.uk/firms/financial-services-register.
19.2 We are also 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.
19.3 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.
20 Professional indemnity insurance
20.1 We hold compulsory professional indemnity insurance. Details of this insurance, including contact details of our insurer and the territorial coverage of the policy, are available on our website, or can be provided on request.
20.2 It is a condition of our professional indemnity insurance that we notify our insurer and/or broker of any claim against us or circumstance which may give rise to a claim against us. In doing so, we may disclose documents and information to our insurer, broker and professional advisers on a confidential basis. We are also obliged to provide information about existing claims and circumstances and other regulatory and risk information that may include your confidential information when seeking to renew our professional indemnity insurance. Our insurers and brokers and professional advisers are regulated entities and are obliged to keep all information we pass to them strictly confidential.
21 Complaints
21.1 If you become unhappy or concerned about the service we provide to you, you should inform us immediately so we can do our best to resolve the problem.
21.2 In the first instance it may be helpful to contact the person who is working on your case, or the Partner with overall supervision of the matter, to discuss your concerns and we will do our best to resolve any issues. If you would like to make a formal complaint, you can read our full complaints procedure here: Complaints Procedure – Michelmores. Making a complaint will not affect how we handle your matter (provided it does not give rise to any professional issue, for example a conflict of interest between you and us).
21.3 What to do if we cannot resolve your complaint
21.3.1 If your complaint is not resolved within eight weeks you may be able to complain to the Legal Ombudsman. Details of eligibility criteria can be found at FAQs | Legal Ombudsman. The Legal Ombudsman will look at your complaint independently and it will not affect how we handle your matter.
21.3.2 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 our 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.
21.3.3 If you would like more information, you can contact the Legal Ombudsman by:
(a) visiting www.legalombudsman.org.uk;
(b) calling 0300 555 0333 between 10.00 to 16.00;
(c) emailing enquiries@legalombudsman.org.uk; or
(d)writing to Legal Ombudsman PO Box 6167, Slough, SL1 0EH.
21.4 What to do if you are unhappy with our behaviour
21.4.1 The SRA can help if you are concerned about our behaviour or compliance with applicable laws and/or regulations. This could be for things like dishonesty, taking or losing your money or treating you unfairly because of your age, a disability or other protected characteristic.
21.4.2 The SRA’s website contains information on raising concerns about solicitors and law firms.
22 Terminating your instructions
22.1 You may terminate our appointment at any time by giving us notice in writing. We may exercise a lien and retain any papers, documents, funds or other property belonging to you in our possession while there is still money owed to us for our charges or disbursements.
22.2 We will only decide to stop acting for you with good reason, for example where you do not pay our fees, we feel that the relationship of trust and confidence between us has broken down or where you become insolvent.
22.3 We may terminate our instructions with you if you do not comply with your obligations (or in the circumstances set out) under sections 5, 8.4, 8.5, 11.10, 16.5.3, 17.3 and 17.6. Save where professional requirements do not permit us to do so, we will give you reasonable notice before we stop acting for you.
22.4 Where we become aware that you are a designated person or acting for the benefit of a designated person under any sanctions regime we may stop acting for you with immediate effect.
22.5 If you or we decide that we should stop acting for you, we will charge you for the work we have done and, where appropriate, for transferring the matter to another adviser if you so request. Our costs will be calculated on the basis set out in the Scope of Work.
22.6 We are not responsible for reminding you about important dates and/or any deadlines after our appointment has been terminated.
22.7 If we merge with another practice, or transfer our business to another entity, another LLP or a company (any of which are called a successor firm) then the engagement between us will not be terminated as a result. You agree that we may assign the benefit of our contract with you to the successor firm and that firm will automatically be appointed by you to ensure continuity of service. Both the successor firm and you may rely on the Scope of Work and these Terms of Business as setting out the continuing terms of the engagement. If confirming action is required by you, then we will take any steps necessary to enable continuity of service, for example, by the appointment of the successor firm to act for you on the record in litigation.
23 Storage and retrieval of files
23.1 We may create and hold client files in hard copy (paper), electronically or a combination of both.
23.2 To comply with regulatory obligations and obligations to our professional indemnity insurers we will store client files after we send you our final bill for a period determined by our File Retention Policy (which will not be less than 6 years). Unless you instruct us to the contrary, we may scan paper documents onto our system to be stored electronically and destroy the hard copies. We store the file on the understanding that we may destroy it once the applicable retention period has expired. We will not destroy original documents such as wills, deeds and other securities that we have agreed to hold in safe custody but we may, on reasonable notice, send them to you for safekeeping.
23.3 We may retain your due diligence information (such as your identification documents and the checks we undertake on you) for as long as we retain your most recent file and destroy it at the same time as that file.
23.4 We reserve the right to charge an annual fee for storing original documents in safe custody, e.g. wills and title deeds. We will notify you of our storage rates at the appropriate time.
23.5 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.
23.6 If we retrieve your file from storage for another reason, we may charge you for:
23.6.1 time spent retrieving the file and producing it to you;
23.6.2 reading, correspondence, or other work necessary to comply with your instructions in relation to the retrieved file; and/or
23.6.3 providing additional copies of any documents.
23.7 We will provide you with a copy of the file in electronic form unless it is inappropriate to do so.
23.8 Our Privacy Policy contains more information about how long we keep personal data for (see paragraph 13.3).
24 Law and jurisdiction
24.1 These Terms of Business and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with them, their subject matter or their formation shall be governed by English law.
24.2 The English courts shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with these Terms of Business, their subject matter or formation.
24.3 If any provision of these Terms of Business is found by a court or other competent authority to be void or unenforceable, then that provision shall be deemed to be deleted and the remaining provisions shall continue to apply.
Last updated 14 May 2025
