In an earlier article we outlined the key features of various deal structures that may be used when selling land with development potential. In this article we focus on options, promotion agreements and hybrid agreements and outline some pros and cons of each from a landowner perspective.

Option agreement

An option agreement offers the landowner a relatively straightforward arrangement with a developer who will promote the land, buy it (if the price can be agreed) and develop it.

A positive for the landowner is that they will be contracting with the likely end user of the land and so can forge a relationship with that party. A developer may offer favourable terms if it wants to build out the site. In addition, the developer will generally be procuring a planning permission for itself and so the risk inherent in a promotion agreement, of the planning permission falling short of a developer’s requirements, is removed.

Risks to consider are:

• The parties’ interests are generally aligned, until the price negotiation stage. Until then, both parties want to see planning permission granted. Once planning permission is granted, there will be a negotiation on price and there may be a significant difference between what the developer is offering and what the landowner is seeking. If the price can’t be agreed, the option will usually provide for expert determination. A key protection for a landowner is therefore the inclusion of a minimum price clause with indexation, and a cap on the recoverable planning and promotion costs.
• Timing is another area where the parties may not be aligned. The developer may want to slow down the planning process to accommodate other competing priorities. To address this, timescales can be built in to govern the planning process. However, landowners should proceed with caution before imposing strict timescales. It may be more advantageous for both parties to delay the application so as to wait for a more favourable local planning landscape, and generally the developer is best placed to assess this.

Promotion agreement

Many landowners will veer towards a promotion agreement, because of the attraction of exposing the site to the open market and testing its value once planning permission has been granted, rather than the prospect of a battle on price with a developer under an option.

Key points to think about are:

• The parties’ interests are aligned to an extent in that the land owner and promoter both want to get planning permission which maximises value. However, the promoter will naturally want to recover its significant planning outlay as fast as it can.  Therefore, the promoter may be keen to press ahead with marketing so as to realise its return, even in an unfavourable market, whereas it may be better for the landowner to wait for the market to rise again. Clauses which suspend marketing where the land values have fallen by an agreed percentage can protect a landowner.
• The promotion costs are generally recoverable when the land is sold, and can be significant, therefore a cap on these costs will provide some protection to a landowner.
• As the design of the scheme evolves, it may become apparent that third party land is needed to provide services or visibility splays. The promoter will be required to negotiate the acquisition of such land but the landowner should have the right to approve the costs, acting reasonably, otherwise there is a risk that the promoter will pay over the odds leaving the landowner to foot the bill.

Hybrid agreements

Hybrid agreements seek to offer the best of both worlds in relation to sites which can be sold in phases. Typically, they take the form of an option, where one or more of the early phases is required to be put to the open market and sold to a third party, so as to establish a benchmark for the value of later phases to be sold to the developer under the option. Sometimes the developer has a right of first refusal in relation to the market phase.

These agreements can be tricky and it is worth looking at:

• Is the site large enough to warrant splitting it up and marketing it in phases? A phased sale process is complex because the section 106 and planning obligations need to be apportioned between different developers, and obligations need to be imposed to deliver roads and services for the benefit of the serviced parcels. This can increase the cost of selling the site.
• The element of competition in an open market bidding process can be what makes these agreements attractive to a landowner. However, developers may be nervous of a third party with a particular motivation coming forward with a specially high bid for the market phase, resulting in an inflated market value for later phases. Under a pure option, there is less scope for a special purchaser scenario to arise because the valuation process generally precludes this.

Planning

As referred to above, if the site is to be split into separate phases for development, then it is sensible that the planning permissions are also phased- so as to bind to each separate development site. While this may require several applications for planning permission, the benefits include easy identification of the land being bound by those permissions. The further benefit of using separate planning permissions for each development is that each developer can ensure they meet their own obligations. If the separate developments are covered by the same permission, then developer A may have to work with developer B to fulfil the obligations for the land as a whole which would add unnecessary complication (and cost) to each party’s development.

In addition to the above, caution should also be taken regarding overlapping planning permissions in line with a recent decision of the Supreme Court in Hillside Parks Ltd v Snowdonia National Park Authority [2022].  This endorsed the ‘Pilkington Principle’ which provides that, whilst it is possible for a landowner to make multiple planning applications over the same land, if development under one planning permission renders implementation of any other planning permission for that land physically impossible then the earlier permission may no longer be valid.

Best fit

Ultimately, finding the structure which is the best fit will depend on the circumstances and terms offered. Landowners are well advised to consult an agent and solicitor with experience in this complex area in order to identify the best way forward.

Further and more detailed information about other elements of strategic land can be found here.

This article is for general information only and does not, and is not intended to, amount to legal advice and should not be relied upon as such. If you have any questions relating to your particular circumstances, you should seek independent legal advice.

There are various deal structures that may be used when selling land with development potential. Which structure best suits the transaction may be driven by a number of factors and ultimately comes down to the degree of risk, control and flexibility required by the parties. We provide a summary of the main deal structures below. Each has its merits and landowners may wish to remain flexible to attract a greater level of interest, following which terms can be compared.

Option agreement

The landowner offloads the risk and the developer seeks to secure a satisfactory planning consent for development within a specified period of time taking on the associated costs. In return, the developer has the exclusive right to purchase the land once planning is secured either at a pre-agreed fixed price or at a discounted sale price, usually a percentage of open market value between 75%-90% depending on the degree of risk and return. The costs of promoting the land and securing planning are usually deductible from the land value, however, these are often capped at an agreed amount to give the landowner more certainty. An upfront option premium may also be paid by the developer to the landowner.

An option is a binding agreement and, if not exercised by the developer, will come to an end. They are generally preferred by developers to other strategic land sale structures and more common where sites are likely to take longer than two or three years to achieve planning consent. A conflict of interest between the landowner and developer may arise when negotiating the ultimate sale price which is not tested on the open market (unlike a promotion agreement). To protect the landowners’ position a minimum price return and a cap on costs may be included. Please refer to our article on ‘the pros and cons of option, promotion and hybrid agreements’ for more information.

Promotion agreement

The landowner enters into an agreement with a specialist promoter and, similar to an option agreement, the promoter uses reasonable endeavours to obtain planning consent for development at its own risk and cost. The difference being that when consent is secured the land is sold on the open market (rather than to the promoter) and the promoter shares in the net sale proceeds after planning costs have been deducted and reimbursed to the promoter. The promotor typically receives a promotion fee on the sale of 10-25% sale price after deductions.

Promotion agreements are often preferred by landowners as the sale price is market tested and the open market value may be higher in the open market without being restricted by assumptions in calculating market value included in an option which may be disputed. The promoter will make a profit without having to finance the acquisition or development and its interests remain broadly aligned with the landowner’s interests throughout the process.

Hybrid agreement

Hybrid agreements offer a blended approach. The landowner grants the developer an option with the ability to elect to sell the land or parts of the land to a third party and share the sale proceeds with the landowner. Similar to a standard option, the developer may acquire part of the site on securing planning consent for a discount of market value, however, a hybrid agreement may require the remainder of the site to be marketed and sold to the highest open market bidder, akin to a promotion agreement. The sale price for the part that is sold on the open market may then be used as the basis for calculating ‘market value’ in the option element of the agreement. This avoids the price being determined on the basis of an RICS Red Book valuation which may result in a lower land value as mentioned above.

A hybrid agreement is often most suitable for larger sites where there is sufficient land to be sold in phases. The advantage to the landowner with the hybrid structure is removal of the conflict of interest in agreeing the sale price. A complexity that can arise is over who builds the initial roads and services where the land is being sold in phases.

Conditional contract

A conditional contract is a binding agreement on pre-agreed terms. Unlike an option or promotion agreement, the terms are identified and agreed at the outset. This usually includes the price, extent of development and the parameters for fulfilling any condition. The parties must proceed with the sale and purchase on these agreed terms once the condition is satisfied and within the stated timescales.

In relation to the sale of land for development, the condition would usually be the buyer obtaining a satisfactory planning permission. The buyer must use reasonable endeavours to procure satisfaction of the condition within the specified timescale. Once satisfied, the contract becomes unconditional and the sale completes. If the condition is not satisfied by the stated date then the contract will terminate.

A contract conditional on planning is usually more suited to sites that are allocated in the relevant local plan for development, or where there is already outline planning permission and it is agreed that the contract shall be conditional on the grant of a reserved matters consent. They may not be appropriate where there are other uncertainties in addition to planning.

Unconditional contract with overage

Another option on selling development land may be to agree an unconditional sale, with or without full planning consent, for an agreed price but retaining the right to receive a further payment should planning/ further planning consent be secured or the site be developed more than an agreed threshold. This clawback of future value can be agreed by way of an overage agreement. The additional sum of money payable to the seller landowner may be triggered on achieving planning permission, a change of use, development of an additional area or additional dwellings, or the sale of dwellings at a price which exceeds an agreed threshold.

The benefit of this arrangement for the landowner is the immediate receipt of capital monies, however, the overage payment is entirely contingent on future events outside the control of the landowner and is therefore at risk. The risk associated with the overage payment may be reflected in the commercial terms of the overage that are negotiated.

Best fit

Landowners are often advised that a promotion agreement would be in their best interests and realise the greatest land value, mainly due to the sale price being market tested. A developer may, however, offer very competitive terms for an option agreement where it wants to build out the site. Ultimately which structure is the best fit will depend on the circumstances and terms offered, and landowners are well advised to consult an agent and solicitor with experience in this complex area in order to plan early.

Further and more detailed information about other elements of strategic land can be found here.

This article is for general information only and does not, and is not intended to, amount to legal advice and should not be relied upon as such. If you have any questions relating to your particular circumstances, you should seek independent legal advice.

It was announced on 6 February 2023, that the Law Commission, the body responsible for reviewing existing law and suggesting reform, will undertake a review of the existing laws surrounding compulsory purchase powers and compensation.

The Department for Levelling up Housing and Communities has asked the Law Commission to review the current law on compulsory purchase, in light of a renewed focus on critical infrastructure projects required across local communities in England and Wales. It follows concerns that the law of compulsory purchase is “fragmented, hard to access and in need of modernisation”. The review also follows the Government’s commitment in its 2022 White Paper, “Levelling Up the United Kingdom” to enhance compulsory purchase powers.

On its website page advertising the proposed review, the Law Commission states that it will examine the procedures governing the acquisition of land through compulsory purchase orders and the system for assessing compensation awarded to parties in relation to such acquisitions.

In his statement on the proposed review, Nicholas Paines KC, the Public Law Commissioner highlighted the need for the legislative regime around compulsory acquisition to be “effective, consistent and clear to both landowners and acquiring authorities – but the current laws are fragmented and complex, often leading to uncertainty and unpredictability.”

The initial statement by the Law Commission indicates that such reform will be to ensure that local authorities find their powers easier and more efficient to manage.

Whilst the Law Commission previously reviewed compulsory purchase in the early 2000s, those reviews were not implemented in full and since then, only partial changes to the law have been made. There are some changes to compulsory purchase rules currently being considered by the House of Lords in the version of the Levelling Up and Regeneration Bill now in the Lords, but the proposed changes would appear to go further than the suggested reforms, which are now in the Bill.

The Law Commission has stated that preliminary research on the review will being within the early part of 2023 and will include a pre-consultation engagement with stakeholders. It is anticipated that a consultation will follow shortly thereafter.

The relevant part of the Law Commission’s website can be found here.

For any questions arising out of this e-alert, or to discuss compulsory purchase more generally, please contact Helen Hutton, Adam Corbin or Jake Rostron.

Frequently land being acquired for development will be subject to agricultural tenancies as the seller will have sought, and will continue to seek, value from the land as it is marketed and negotiations progress.

Such tenancies are typically seen as being unproblematic, often readily terminable, either prior to completion or afterwards if the buyer is in less of a rush or because the tenancy won’t immediately allow.

However, notwithstanding any written tenancy agreement preventing subletting, it is not uncommon for an agricultural tenant to diversify and to allow third parties to use or occupy parts of the land it is not using. This can create real difficulties in obtaining vacant possession where the use is not an agricultural use. In such instance that additional third party may have acquired rights under the Landlord and Tenant Act 1954 which can make it much more difficult, and likely costly, for a Seller to recover possession for them irrespective of the ease of recovering possession from the primary tenant: it cannot be assumed that their status will be the same as the primary tenant occupier and terminable in the same way, or by the same notice.

Unfortunately, the information that a seller is able to provide is often quite limited as even if it is aware that the tenant has allowed others to occupy, it may not be able to provide sufficient detail to enable a purchaser to have certainty as to how and when it will be able to obtain possession.

Legal advice should always be sought when considering the ability and timings for obtaining possession against a third party occupier, but, we would recommend that due diligence is undertaken at the early stages of considering site viability. As a starting point:

1. Carry out a thorough site inspection during working hours, where possible, making enquiries of anyone in occupation, but, as a minimum, taking a record of all those using or occupying the land along with the nature and extent of their occupation.
2. Request copies of any tenancy agreements, details of any informal arrangements allowing third parties onto the land and details of anyone known to be occupying or using the land.
3. Where occupiers are identified; the nature of the use, the extent of their occupation, when they took occupation and if and when any rent is paid.

If any occupiers are identified that are not subject to written tenancies consider taking legal advice at an early stage, before heads of terms are negotiated and agreed. The issue is typically not if you can recover possession, but the timings and costs may impact upon viability and, therefore, could be relevant to the eventual terms that are agreed.

This article is for general information only and does not, and is not intended to, amount to legal advice and should not be relied upon as such. If you have any questions relating to your particular circumstances, you should seek independent legal advice.

This article is one in a series looking at the impact of public rights on land intended for development. In this article, we will look at the impact of applications for Town and Village Green and Common Land status.

If you intend to develop or sell your land for development then a registration as common land or as a town or village green or an application for such registration could cause significant delay and cost or prevent the development all together.

Common Land

Common land is land where other people, known as “commoners”, are entitled to use the land or take resources from it. You can check if your land is registered as common land in the commons register of your local authority. If it is common land you will need to consider the impact that may have on a future development. It may be that not all your land is common land and the land that is allocated as common land can be accommodated within the development. If works are required to be carried out to the common land, such as erecting new fences or buildings, making ditches or banks or building surfaced roads, paths or car parks, then consent of the Planning Inspectorate on behalf of the Secretary of State for Environment, Food and Rural Affairs will be required.

Town and Village Greens (TVG)

A landowner can find out from the local authority whether its land is registered as a TVG. If it is not, there is still a risk to the land of an application being made for the land to be given TVG status.

Under the Commons Act 2006, there is a statutory right to apply to register land as a TVG if “a significant number of the inhabitants of a locality or of any neighbourhood within a locality, have indulged as of right in lawful sports and pastimes on the land for a period of at least 20 years”. Sports and pastimes cover a wide range of activities including dog walking, picnicking, children’s games, etc.

Applications to register land as a TVG are often used by those opposed to development to delay or prevent a development. Anyone can apply, at little cost. Once registered, it is illegal to build on the land and no compensation is payable for its lost use.

Amendments to the legislation were introduced in 2013 which exclude the statutory right in certain circumstances (“trigger events”). Trigger events are events which occur in respect of development through the planning system. If a trigger event has occurred the relevant local authority cannot accept a TVG application for the relevant land until a terminating event has occurred.

Trigger events in England include the publication of an application for planning permission for the land and the land being included for potential development in a draft local plan, development plan or neighbourhood plan proposal. The Court of Appeal decision in Wiltshire Council v Cooper Estates Strategic Land Ltd 2019 EWCA Civ 840 (16 May 2019) clarified that “potential” for development meant “there would ultimately be a form of development on the land that would be acceptable [and the land] had to be the subject of an allocation [in a development plan document] or something of essentially the same meaning” and should be widely interpreted. The land in this case was not identified as one of the 16 strategically important sites in Wiltshire Council’s Development Plan but was in the Development Plan as land falling within the relevant settlement boundary for which the presumption in favour of sustainable development applied. This was enough to be a trigger event.

A TVG application can be revived if the relevant trigger event no longer applied, for example the planning application is withdrawn or refused or a planning permission is granted but lapses.

The timing of an allocation of the land in the relevant development plan or of an application being made is, therefore, crucial.

Deregistration

Pursuant to section 16 of the Commons Act 2006, it is possible for a landowner to apply for common land in its ownership to cease to be registered as common land or for a TVG to be deregistered. If the land to be released is greater than 200sqm a proposal must be made to replace it with other land. In considering any application for deregistration, the Planning Inspectorate will take into account the interests of those who have rights over the land or who occupies the land, the interests of the neighbourhood, the public interest and any other matters considered relevant.

Prevention

Prevention is, of course, better than cure and, as a result, a landowner should actively manage and farm its land to safeguard its position as much as possible. See our article at Preparing your land for sale or development Part 3: On the ground considerations  which considers possible safeguarding measures. Record keeping is important including cropping records and evidence of trespass and challenges of trespassers. Taking steps to stop the period of use of land “as of right” and preventing the accrual of the 20 year qualifying period is key.

Further and more detailed information about other elements of strategic land can be found here.

This article is for general information only and does not, and is not intended to, amount to legal advice and should not be relied upon as such. If you have any questions relating to your particular circumstances, you should seek independent legal advice.

This article considers some of the current obstacles and opportunities facing practitioners advising in cases where there are claims against directors of insolvent companies. Given the reports of fraud and impropriety following the introduction of significant financial measures by the UK government during the Covid-19 pandemic, claims against directors are likely to be a significant area of growth. The article explores current case law challenges when seeking to recover funds for creditors and some of the statutory and regulatory measures than can be applied alternatively.

Click here to read more

This article first appeared in the October 2022 issue of Insolvency and Restructuring International (Vol 16, No 2), and is reproduced by kind permission of the International Bar Association, London, UK. © International Bar Association.

This article is one in a series looking at issues to consider when preparing your land for sale and/or development. In this article, we will look at the physical “on the ground” considerations. Further and more detailed information about other elements of strategic land can be found here.

In addition to taking advice from a development surveyor as to the suitability and viability of your land, what “on the ground” physical factors should you consider prior to marketing your land for sale for development?

Use of your land pending sale

It is advisable to continue to actively farm or maintain your land even if you’re considering selling it so that hedges are kept trimmed and grass cut at appropriate times of the year. This will maintain the status quo and prevent new wildlife habitats forming.

Regularising any occupations of your land 

If you are not farming the land in hand or have other occupiers or businesses using all or part of your land, you should review your arrangements in relation to the farming of the land, ensuring arrangements are suitably documented and that you can provide vacant possession at the appropriate time. Differing regimes apply depending on the nature of the occupier and the status of the agreement and it may be appropriate to take legal advice at an early stage to ensure you know the position as regards those occupations and what, if any, actions are advisable. This will help to prevent issues and delay at the point of sale.

Undocumented use of the land or rights exercised over the land

Think about whether there are any other people who use the land. For example, is the land used by dog walkers or others for recreational purposes? Are there gates onto your land in the fences of adjacent houses? If so, we would recommend taking legal advice as to the status of such use, potential for designation as common land or as a town and village green and whether any steps can be taken to mitigate the impact, for example, by depositing a statement and map under Section 15A Commons Act 2006 and Section 31(6) Highways Act 1980.

To prevent any new use of the land, actively managing it by ensuring fences are adequate and maintained, gates locked and appropriate signage stating the land is private property and prohibiting access will assist.

Boundaries

Do the physical boundaries of your land match your title? See our article for further consideration in this regard. Be clear as to who owns and is responsible for the boundaries.

Physical structures

Are there any physical structures on the land to be sold? It may be that they are capable of being moved and reused, and could be excluded from the sale for example, modern agricultural buildings. If you have farm buildings on the land its worth considering an asbestos survey. This will prevent a delay to sale down the line as a purchaser is likely to insist on a survey having been carried out prior to acquisition.

Access to the land

Does the land abut an adopted highway at the likely points of access and likely route of services? If not, you should consider whether there is a mapping issue which can be rectified or whether statutory declarations and indemnity insurance may be required to satisfy a purchaser.

Location of services

Do you know where the location of all existing services and drains that cross the land are? Are you receiving any wayleave payments from any utility companies and do you have copies of all relevant wayleaves which can be provided to the purchaser?

Rights required for retained land

It is worth giving some thought to what rights any retained land you may have following the sale will require over the land sold including:

• rights of access;
• rights to use and repair existing services;
• rights to use new services laid within the land sold.

There will need to be an express reservation of any such rights in the transfer of the land as, whilst such access and services may have benefited the retained land for many years, the transfer is likely to exclude any implied easements. You should consider what the current and future uses of the retained land might be to ensure sufficient rights are reserved. These should be addressed at heads of terms stage along with any covenants to be imposed on the purchaser including:

• obligations to erect and maintain boundaries;
• any restrictions on use;
• maintenance of shared access and services;
• construction, maintenance and adoption (if appropriate) of any access or services to serve the retained land.

Pre-contract enquiries

Pre-contract enquiries will need to answered as part of the due diligence process. These enquiries require you to provide replies and accompanying information relating to the land. You may be liable for misrepresentation if you provide inaccurate replies. The enquiries raised are somewhat extensive on development sites and, as such, the sooner you start gathering together relevant information relating to the land the easier and quicker this process will be when you have agreed terms with a purchaser. The information required may include:

• the issues identified above;
• planning history;
• utility supplies;
• tree preservation orders;
• statutory liabilities
• environmental issues and any known or potential contamination of the land; and
• any disputes or notices affecting the land.

Surveys and investigations

Your agent may recommend carrying out some initial investigations such as a Phase 1 environmental survey and ecological surveys to speed up the sale.

Appointing appropriate advisers

Lastly, it is important that you appoint an agent and a firm of solicitors with the right breadth of expertise to handle the sale and to advise you as to other issues that may arise including those highlighted above as well as tax and estate planning considerations as discussed in our article.

Further and more detailed information about other elements of strategic land can be found here.

This article is for general information only and does not, and is not intended to, amount to legal advice and should not be relied upon as such. If you have any questions relating to your particular circumstances, you should seek independent legal advice.

“It is with regret that we must inform you that your application has not been shortlisted on this occasion… “

The dreaded rejection email.

If you have started on your training contract application journey, the odds are that you will have received a similar email from graduate recruitment at some point. There are very few, if any, applicants who will not receive at least one rejection on their training contract journey.

According to entry trends published by The Law Society, in the period between 2020 and 2021, over 21,000 UK students were accepted onto undergraduate law degree courses across England and Wales. That is in stark contrast to the number of training contracts which were registered with the Solicitors Regulation Authority during the same period – just under 5,500 places. It would be fair to say that the numbers don’t paint a pretty picture.

However, don’t despair! Rejection forms an important part of the process and in many respects, it provides a valuable opportunity for applicants to develop their skills and reflect on any weaknesses in their application. It is important that we take a moment to recognise that the pursuit of an ever-elusive training contract is a challenging process which requires applicants to demonstrate resilience and tenacity.

With that in mind, I hope to provide an honest reflection of my own training contract journey whilst also providing practical tips on how an applicant might approach their next training contract application after receiving a rejection.

Taking the scenic route

The path to securing my training contract was far from straightforward. In fact, it took me several years before I managed to obtain my training contract with Michelmores.

I made my first set of training contract applications during my second year of university. I remember feeling out of my depth and daunted by the entire process. I rushed my applications in the hope of blindly firing off as many as possible. Looking back on them now, my applications were generic, poorly thought-out and made without any genuine consideration as to why I wanted a career in law, let alone my motivations for joining that particular firm. It will not come as a surprise to hear that those applications did not make it past the first hurdle.

The rejections left me feeling sceptical that I would ever succeed in securing a training contract. I made the decision to focus on my studies and finish my degree.

After graduating, I remained convinced that I wanted a career in law – I just felt that I needed some practical work experience and the time to properly approach the application forms. I managed to secure myself a legal assistant role at a firm in my home city, before joining Michelmores as a paralegal in their Commercial & Regulatory Disputes team. Obtaining paralegal experience made a real difference to my training contract applications. I felt confident in the sense that I had developed my skillset, experience and commercial knowledge which put me in a good position to prepare and submit quality applications.

Eventually, I was successful and I hope this has illustrated that the training contract journey is very rarely a smooth process. There will be bumps along the way. The key, in my opinion, is to maintain focus on your long-term goals, to be consistent – and to try, try and try again.

The rejection email

So, you’ve received the dreaded rejection email. What do you do now?

Keeping the above in mind, remember that it is a challenging process which is designed to test one’s resilience and determination to embark on a career in law. Try not to take the rejection personally – whether this is the first stage, or the last, graduate recruitment will have carefully considered your application before making the decision.

When you’re ready, make sure to read the rejection email in full. There might be an opportunity to receive feedback on your application either by phone or by email. If the firm says it that it doesn’t offer feedback, it may be worthwhile sending an email to graduate recruitment to see if they might consider taking the time to provide you with feedback on your application. Even if it is only a high-level review, it gives you an idea of what went wrong and where you can improve next time.

It is worth mentioning that it is not always possible for graduate recruitment to provide feedback due to the number of applications that some firms receive.

If/when you receive feedback, make sure to take a note of this and store it somewhere safe so that you can refer back to it ahead of your next application.

Looking ahead – tips for your next application

The next step is to think about the feedback you have received and implement changes.

The Training Contract Application Form

Consider the following things before you click the ‘submit’ button:

1. Check to make sure that you understand the firm’s entire application process from start to finish. Make a note of key deadlines and make sure that you are in a position to submit ahead of time.

2. Have you attended any of the firm’s open days? These are genuinely great opportunities for you to spend some quality facetime with the firm’s graduate recruitment team, the current trainees and senior lawyers.

Come prepared with a list of sensible questions. Think about what you want to learn about the firm. What is the firm’s culture? Who are the clients?  What sectors or practise areas does the firm cover? What is the trainee experience like?

You may be interested to learn that at Michelmores, trainees are often asked to provide positive feedback on candidates.

3. Have you connected to or followed the firm on LinkedIn? LinkedIn is a good source of information for your application and firms tend to be active in promoting their recent work and client wins. It is also a good chance to reach out to the firm’s current trainees to follow up and ask questions.

4. Have you honestly thought through your application strategy?

How many firms are you applying to? Are you focusing on a small number of City heavyweights, or are you hoping to fire off applications to every firm you’ve ever come across?

There is not necessarily a wrong or right answer here. In my experience, the number of firms is not important, but the quality of your application must be excellent. You need to ensure you invest the time doing your research into the firm and to make sure that the application is properly considered and tailored.

5. Are you using a generic template for each application? While I accept there is use in having a good basic template sketching out your education, work experience and examples demonstrating your skillset… be careful not to ‘copy and paste’ from one application to the next. At best, graduate recruitment will criticise your application for being too generic. At worst, you might refer to a different firm in your application.

6. Have you done your research? While it might be inviting to skip through the firm’s website and the likes of Legal Cheek. In truth, this should be the absolute minimum.

Check out the firm’s Chambers and Legal 500 submissions for an idea of the type of work and clients the firm is involved with. Keep an eye out for recent news or publications by the firm. Think about the firm’s position in the market, its competition and its unique selling point.

If you’re considering applying to Michelmores, we would also strongly recommend you check out some of the excellent articles on our trainee blog.

7. Are you being asked to demonstrate a certain skillset? If so, think about which skills are relevant and applicable to the role of a trainee. Is the question testing you on your motivation for a career in law? In which case, think about how you can provide a compelling and justifiable answer.

8. Triple check your application for spelling and grammar. Read it backwards. Don’t give graduate recruitment an easy excuse to reject your application!

Ask at least one other person to read your application before you send. It is always worth having a fresh pair of eyes, even if it is just to provide a sense-check.

9. Make sure to include any volunteering, work experience and part time jobs. The role itself is not necessarily as important as the skills you have developed out of it.

For more excellent tips, have a read of Matthew Cordwent’s article on how to write a strong application.

Psychometric Tests

Many law firms include a psychometric test designed to provide graduate recruitment with an objective measurement of your skills and personality traits. These can range from Watson-Glaser tests through to complex, bespoke applications designed solely for one specific firm.

For the likes of the more traditional Watson-Glaser-type tests, practice is the key. Consider searching online for one of the many free practice tests. Alternatively, there are practice books available to purchase.

The Assessment Centre

Make sure you understand what tasks you will be involved in throughout the assessment day. Sometimes these tasks might be withheld until the last minute, in which case you should take the time to make sure you understand what is being asked of you.

At the same time, it is important to be conscious of what skills are being tested on each task. For example, a group exercise task is designed to test your teamwork, communication and problem-solving skills. A written exercise is designed to test your ability to form well-structured prose without spelling or grammatical mistakes. An article discussion is designed to test your ability to think creatively, critically and commercially.

Be careful not to fall into the trap of comparing yourself to the other candidates on the day. Remember that each candidate has been chosen on their own merits and that the assessment day is not designed to be a competition, rather an opportunity for you to display your skills and commitment to the firm. More than one attendee can be successful so try to bring out the best in others.

For more top tips on how to prepare for assessment days and vacation schemes, check out our article.

Hopefully having read this you will feel ready and motivated to take on your next application. It would be fair to say that the training contract application process is a challenging rite of passage for any future solicitor. However, it only takes one YES to make it worthwhile.

Applications for our training contracts and summer vacation scheme are open:

• Spring Assessment Day deadline: 31 January 2023
• Summer Vacation Scheme deadline: 31 January 2023
• Summer Assessment Day deadline: 31 May 2023

If you have any questions regarding the contents of this article or if you would like to discuss the Michelmores training contract in general terms, please do feel free to contact Alex Ricketts on LinkedIn.

We are committed to providing a high-quality legal service to all our clients. We encourage you to let us know if you have any complaint or concerns about the service we have provided or our charges. This will help us to address your concerns and improve our service.

1 How to make a complaint

1.1 You can contact us in writing (by letter or email) or by telephone.

1.2 Please contact the person who is working on your matter to discuss your concerns. If you do not feel able to discuss your concerns with them, please contact the person responsible for the overall supervision of your matter, who will be named in the Scope of Work we sent you at the beginning of your matter.

1.3 If you do not feel able to raise your concerns with either of these people, or you are unsatisfied with their response, please contact our Complaints Partner, Fiona Pearson, who has overall responsibility
for complaints and whose contact details are: Fiona Pearson, Partner, Governance & Risk, Michelmores LLP, Woodwater House, Pynes Hill, Exeter, Devon, EX2 5WR, Email: complaints@michelmores.com, Tel: 0333 004 3456.

1.4 To help us to understand your complaint, and in order that we do not miss anything, please tell us:

• your full name and contact details;
• what you think we have got wrong;
• how you would like your complaint to be resolved; and
• your file reference number (if you have it).

1.5 If you require any assistance in making your complaint we will try to help you.

2. How we will deal with your complaint

2.1 We will aim to acknowledge your complaint within two working days, enclosing a copy of this policy.

2.2 We will then investigate your complaint, which will involve:

• reviewing your complaint;
• reviewing your file(s) and other relevant documents; and
• liaising with the person who dealt with your matter.

2.3 We may also need to ask you for further information or documents. If so, we will ask you to provide the information within a specific period of time.

2.4 We may ask you if you are happy for us to outsource your complaint to an external consultant to investigate your complaint. We will always ask for your consent to disclose your details and file to the consultant before sharing your information. Michelmores has strict confidentiality agreements in place regarding client information and documents disclosed to the company, which is shared on our secure file sharing platform. We take our duties of confidentiality and with regard to data protection very seriously, and expect all our consultants to work to the same standards.

2.5 We will update you on the progress of your complaint at appropriate times.

2.6 We may also, if appropriate, invite you to a meeting to discuss your complaint. You do not have to attend if you do not wish to or if you are unable to. We will be happy to discuss the matter with you by telephone or video conference.

2.7 We will write to you at the end of our investigation to tell you what we have done and what we propose to do to resolve your complaint. Where possible, we will aim to do this within 21 days of the date of our letter of acknowledgement, although we may need additional time dependent on the details of your complaint and the time taken to investigate. We have eight weeks overall from receipt of your complaint to provide our final response. Our final response concludes our complaints procedure.

2.8 We will not charge you for handling your complaint.

2.9 Please note that if we have issued a bill for work done on the matter, and all or some of the bill is not paid, we may be entitled to charge interest on the amount outstanding. This is explained in our Terms of Business which you can view at https://www.michelmores.com/contact/terms-of-business/.

3. What to do if we cannot resolve your complaint

3.1 If we have not resolved your complaint within eight weeks, you may be able to complain to the Legal Ombudsman. This applies if you are an individual, a business with fewer than 10 employees and turnover or assets not exceeding a certain threshold, a charity or trust with a net income of less than £1m, or if you fall within certain other categories (you can find out more from the Legal Ombudsman— www.legalombudsman.org.uk). The Legal Ombudsman will look at your complaint independently and it will not affect how we handle your matter. The Legal Ombudsman service is free of charge.

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:

• within six months of receiving a final response to your complaint; and
• no more than one year from the date of the act or omission being complained about; or
• no more than one year from the date when you should reasonably have known there was cause for complaint.

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

Website: www.legalombudsman.org.uk

Tel: 0300 555 0333 between 09.00 to 16.00

Email: enquiries@legalombudsman.org.uk

Address: Legal Ombudsman PO Box 6167, Slough, SL1 0EH

3.4 Alternative dispute resolution (ADR) bodies exist which are competent to deal with complaints about legal services should both you and our firm wish to use such a scheme. We have, however, chosen not to adopt an ADR process. If, therefore, you wish to complain further, you should contact the Legal Ombudsman.

4. What to do if you are unhappy with our behaviour

4.1 The Solicitors Regulation Authority (SRA) can help if you are concerned about our 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.

4.2 You can visit the SRA’s website at http://www.sra.org.uk/consumers/problems to see how you can raise your concerns with the SRA.

Last updated: 6 May 2025

There are more than nine million disabled people in the UK. At least two million people experience serious sight problems. Increasing numbers of disabled people use the internet for information, shopping, study, work and entertainment. However, disabled people find that many web sites are extremely difficult to use because of the way they have been designed.

We are committed to making its output as accessible as possible to all audiences (including those with visual, hearing, cognitive or motor impairments) to fulfil its meet the requirements specified under the Disability Discrimination Act. We continually test our web sites with a number of browsers, screen readers, accessibility and HTML validators, and other web tools. The results of such reviews are incorporated into improvements for our site.

We include the following features designed to improve accessibility for users with disabilities:

• A sitemap is available on the site.
• Images on the site contain “alt tags”, which contain simple descriptions of the images to aid users who listen to the content of the site by using a screen reader.
• Invisible ‘jump to content’ links at the top of each page enable people using text-to-voice browsers to bypass the navigation bar and go directly to the main content each time a page is accessed.
• Text links are formatted to be as self-evident as they can possibly be.
• The site’s style sheets are designed to allow users to resize the text of the site in browsers that support this feature (generally available under the View menu).
• Links to external sites open in a new window. Note: We are not responsible for the content or accessibility of these referenced sites.
• The site implements cascading style sheets (CSS). Certain early versions of Netscape (4.x and earlier) and Internet Explorer (3.x and earlier) do not fully support this feature, so elements such as links may display differently. If you are experiencing this, you may wish to disable style sheets. You can do this through your browser. In Explorer (5.50), choose Tools, Internet Options, General Tab, Accessibility, and check the ‘Format documents using my style sheet’ feature. In Netscape (4.75), choose Edit, Preferences, Advanced, and turn off the ‘enable style sheets’ feature.
• Layout is accomplished mainly with CSS, but the site is also designed to display well if CSS is not supported. Form controls are properly grouped and labelled.
• If you have difficulty viewing any page using assistive technology, please use our online enquiry form so that we can make the information available to you. Please indicate the nature of your accessibility problem, the format in which you would like to receive the material, the web address of the requested material, and your contact information.
• From time to time, we undertake new web site developments and experiments with new web-based processes. During their development and testing phases, it is possible that they may not comply with our accessibility standards. Please be reassured, we will make all efforts to ensure we bring these new developments into line at the earliest possible opportunity.

Access keys

The following access keys are defined for this site, based on the Government access keys standard:

S – Skip navigation

1 – Home page

3 – Site map

8 – Terms and conditions

0 – Access key details

How to use access keys

In Internet Explorer 5+

‘alt + the access key number’ brings focus to the element. If a link, ‘enter’ will take the user to the linked destination.

In Internet Explorer 4 and Netscape 6+

‘alt + the access key number’ take the user to the linked destination.

If using an Apple Mac

Substitute the ‘Ctrl’ key for the ‘Alt key’.

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

1.6.4.1 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 £120,000 if a banking institution is unable, or likely to be unable, to pay claims against it.

16.4.3 The limit is £120,000 per banking institution per customer. If you hold other personal money in the same banking institution as our client accounts, the limit remains £120,000 in total. Some banking institutions have several brands. The compensation limit is £120,000 per institution, not per brand.

16.4.4 The FSCS also provides up to £1.4 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: 3 December 2025

Michelmores LLP is a Limited Liability Partnership, registered in England and Wales with registered number 0C326242 and registered office at Woodwater House, Pynes Hill, Exeter, Devon, EX2 5WR. We use the term “partner” to refer to a member of Michelmores LLP (all of whom are solicitors or barristers), or an employee or consultant with equivalent standing and qualifications.

A list of the members of Michelmores LLP, (all of whom are solicitors or barristers) is displayed at the registered office. Address, contact and partner details for our four offices can be inspected at our registered office or found at our website www.michelmores.com or by contacting +44 (0)1392 688688.

Information in relation to insurance distribution and consumer credit services

We are not authorised by the Financial Conduct Authority in relation to insurance distribution activity. However, we are included on the register of Exempt Professional Firms maintained by the Financial Conduct Authority so that we can carry on insurance distribution activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website.

We are not authorised by the Financial Conduct Authority in relation to consumer credit services. We may, however, provide certain limited consumer credit services where these are incidental to the professional services we provide. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority.

The Law Society of England and Wales is a designated professional body for the purposes of the Financial Services and Markets Act 2000 but responsibility for regulation and complaints handling has been separated from the Law Society’s representative functions. The Solicitors Regulation Authority is the independent regulatory arm of the Law Society. The Legal Ombudsman deals with complaints against lawyers. If you are unhappy with any insurance advice or consumer credit service you receive from us, you should raise your concerns with either of these bodies.

Information pursuant to the Electronic Commerce (EC Directive) Regulations 2002 (SI 2002/2013) and the Provision of Services Regulations 2009 (SI 2009/2999)

Service provider

This internet site is provided by Michelmores LLP.

Regulation

Michelmores LLP is authorised and regulated by the Solicitors Regulation Authority (SRA) and must comply with the SRA’s Standards and Regulations in force from time to time, including the Code of Conduct for Solicitors, the Code of Conduct Firms and the SRA Accounts Rules. The Standard and Regulations be accessed via the SRA’s website at: www.sra.org.uk/solicitors/standards-regulations/.

The SRA is the independent regulatory arm of the Law Society of England and Wales, our professional body.

Professional indemnity insurance

Michelmores LLP maintains professional indemnity insurance cover in accordance with the rules of the Solicitors Regulation Authority.

The information below is also made easily accessible to you, on request, at the firm’s offices in accordance with The Provision of Services Regulations 2009.

Our insurer is:

Travelers Insurance Company Limited
23-27 Alie Street
London
E1 8DS

Territorial Coverage of Policy: Worldwide Cover

Complaints and requests for information

We are committed to providing a high-quality service to all our clients. We encourage you to  let us know if you have any complaint or concerns about the service we have provided or our charges. This will help us to address your concerns and improve our service. Please contact the person who is working on your matter to discuss your concerns, or the Partner with overall supervision of the matter.  If you would like to make a formal complaint, you can read our Complaints Procedure here: Michelmores Complaints Procedure . You can also contact us by email at: complaints@michelmores.com or by phone: 0333 004 3456 and asking to speak to the Complaints Partner. Making a complaint will not affect how we handle your matter.

The Legal Ombudsman can accept complaints from members of the public, beneficiaries of an estate, charities and trusts, and micro-enterprises and 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 complaints with us first. If you have, then you must take your complaint to the Legal Ombudsman:

• Within six months of receiving our final response to your complaint; and
• No more than one year from the date of the date of the act or omission being complained about; or
• No more than one year from the date when you should reasonably have known that there was cause for complaint.

For more information about the Legal Ombudsman contact: www.legalombudsman.org.uk, call: 0300 555 0333, email: enquiries@legalombudsman.org.uk or write to: Legal Ombudsman, PO Box 6167, Slough, SL1 0EH.

The Solicitors Regulation Authority can help if you are concerned about our behaviour. To see how you can raise your concerns with the Solicitors Regulation Authority, visit their website:  Solicitors Regulation Authority

You can also apply to the Court under Part III of the Solicitors Act 1974 for an assessment of our charges, and the Court may on such terms if any as the Court thinks fit order that the account be assessed. Every order for the assessment of the account shall require the Costs Officer to assess not only the account but also the costs of assessment, and to certify what is due to or made payable by us in respect of the account, and the costs of assessment. No such order can be made after the expiration of twelve months from the delivery of the account except in special circumstances and on such terms as regards costs of the assessment as the Court may think fit. Please see Section 70, 71 and 72 of the Solicitors Act 1974 for further details.

Where all or any part of the account remains unpaid, interest may be charged on the unpaid amount of the account (including any disbursements and VAT) relating to non-contentious work in accordance with The Solicitors’ (Non-Contentious Business) Remuneration Order 2009 after the expiry of one month from delivery of this account, or from the date stipulated in Article 5 of the 2009 Order at a rate not exceeding the rate for the time being payable on judgment debts. This does not affect our right to charge interest in relation to all types of work in the event of non-payment within thirty days of issue of this account in accordance with our Terms of Business if they apply to you.

VAT

Our VAT number is 140 9928 55.

Contact

Any queries relating to the above information should be addressed to our Governance & Risk team by post at our registered office or by email at service@michelmores.com.

Last Updated: 4 April 2023