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Client Solicitor Terms of Engagement

  1. Definitions and Interpretation

    1.1. In these Terms, the following expressions shall have the following meanings:

    Law means, in England and Wales, applicable (i) common law; (ii) case law; (iii) legislation, enactment, statute, statutory instrument, regulation, by-law; ordinance or subordinate legislation; or (iv) statutory, industry or other rules, codes, guidance, regulations, practice directions, instruments and provisions.

    Losses means all losses, liabilities, fines, damages, costs and expenses including legal fees on a solicitor/client basis and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties.

    LawHive means Scale FS Ltd trading under the brands LawHive and LawLetter, a private limited company incorporated in England & Wales with registered number 11896624, whose registered office is at 103c Camley Street, London N1C 4PF and any successor practice.

    Service refers to the services provided by LawHive, including without limitation access to LawHive's and LawLetter's websites, online communities; communication tools; document management and storage solutions; and payment services.

    Solicitor means the solicitor directly engaged by you through the Service.

    Regulatory Requirements means the Law which governs the provision of Solicitor's services.

    you means the client, being the person or persons identified by the Service as having provided instructions to Solicitor and to whom Solicitor is providing legal services.

    they, them means Solicitor.

    1.2 In these Terms, use of the words other, includes, including, for example and in particular and similar words or phrases, do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as preceding words where a wider construction is possible.

    1.3 In these Terms, unless expressly stated otherwise, references to a Solicitor carrying out work for or providing advice to you, include all aspects of their services, for example drafting documents, negotiating on your behalf and advising on the Law.

    1.4 In these Terms, liability means that, notwithstanding any provision in these Terms which details the extent to which the liability of Solicitor is limited or excluded, nothing in these Terms shall limit or exclude the liability of Solicitor for:

    1.4.1 death or personal injury arising out of negligence;

    1.4.2 fraudulent misrepresentation; or

    1.4.3 any other matter which cannot be limited or excluded by Law.

  2. Principles of conduct

    2.1 Solicitor upholds the following principles of conduct:

    2.1.1 to uphold the rule of law and the proper administration of justice;

    2.1.2 to act with integrity;

    2.1.3 not to allow their independence to be compromised;

    2.1.4 to act in the best interests of each client;

    2.1.5 to provide a good standard of service to clients;

    2.1.6 to behave in a way that maintains the trust the public places in them and in the provision of legal services;

    2.1.7 to comply with their legal and regulatory obligations and deal with regulators and ombudsmen in an open, timely and co- operative manner;

    2.1.8 to carry out their work in accordance with proper governance and sound financial and risk management principles;

    2.1.9 to carry out their work in a way that encourages equality of opportunity and respect for diversity;

    2.1.10 to protect client money and assets.

  3. Service Provision

    3.1 Solicitor only provides legal services.

    3.2 The work that Solicitor undertakes is in accordance with Regulatory Requirements and the proper interpretation of relevant applicable Law, as each exists on the date on which the work is completed.

    3.3 If there is any change in Regulatory Requirements or relevant applicable Law, or their interpretation after the date on which any work is completed, Solicitor has no responsibility to notify you of the change or the consequences of such change, unless they have expressly agreed to do so in a prior written engagement.

  4. Benefit of Solicitor's Services

    4.1 Solicitor's advice is provided to and for the benefit of their client only. No other person may use or rely upon the work undertaken for you nor derive any rights or benefits from such work without their prior written approval.

    4.2 You agree to keep the work Solicitor undertakes for you as strictly confidential and will not disclose all or part of such work to any third party without prior written approval, with the exception of LawHive.

  5. Authority To Give Instructions

    5.1 Solicitor will assume, unless you expressly notify them in writing to the contrary, that any person who instructs them on your matters either via the Service or outside of it has authority to do so and that Solicitor can rely on any information provided by such individuals.

    5.2 Where Solicitor is instructed by joint clients, unless you expressly notify them in writing to the contrary, they will assume that any person who instructs them on the joint matter has authority to do so on behalf of the joint clients and that they can rely on any information provided by such individuals.

  6. Exclusivity

    6.1 Solicitor is retained on a non-exclusive basis. This means they are free to act for other parties, including your competitors, on any matter which may or may not be connected with yours, subject always to them complying with their Regulatory Requirements.

    6.2 Please also refer to the paragraphs below regarding Confidentiality and Disclosure and Conflicts of Interests.

  7. Applying Agreed Liability Limits

    7.1 Any sum agreed with you in writing as a limit on Solicitor's liability, shall be applied as an aggregate cap on the liability of Solicitor in any circumstances whatsoever, whether in contract, tort, under statute or otherwise, and howsoever caused (including their negligence or non-performance), for Losses arising from or in connection with the services provided for each matter upon which they act for you. Unless otherwise agreed, Solicitor's liability is limited to the maximum of their indemnity insurance.

    7.2 Where any sum agreed with you in writing as a limit on Solicitor's liability is less than such amount as is prescribed by applicable Law or Regulatory Requirements, which liability may not be limited, then the sum agreed with you shall be increased to the minimum amount permitted under such applicable Law or Regulatory Requirement.

    7.3 Where Losses arise in or are calculated in a currency other than the currency in which a limit on Solicitor's liability is applicable pursuant to this provision, their liability to you shall be discharged and satisfied by payment to you of the lesser of:

    7.3.1 the amount of the Losses adjudged, ordered, awarded or agreed due to you in such other currency; and

    7.3.2 the amount of the applicable limit; converted into such other currency at the rate of exchange prevailing in London on the date of payment.

    7.4 Solicitor's services are provided to you solely and exclusively by Solicitor. LawHive and LawHive directors, employees and consultants (i) do not assume any responsibility to you or any other person, (ii) do not owe you or any other person any personal duty of care and (iii) shall not be liable to you or any other person for any loss, liability, cost or expense arising, directly or indirectly, as a consequence of engaging a Solicitor through the Service. This shall not exclude or limit the liability (i) in respect of any fraud or fraudulent concealment on their part or (ii) to the extent that liability may not be excluded or limited by any applicable law.

  8. Information Sharing

    8.1 You agree that any information which Solicitor obtains through the Service as a result of acting for you which is confidential to you and not in the public domain (your confidential information) may be shared with LawHive. Your confidential information will be kept strictly confidential and will be transferred, used and stored by LawHive only in the limited circumstances detailed in the paragraph below regarding Use of your information.

  9. Privacy Notice

    Intended purposes for processing

    In order to provide you with legal services, Solicitor will be processing (using and storing) your personal data, which includes information that identifies you, such as your name, address and contact information. In some cases, Solicitor may also process special categories of personal data, such as your health records, and/or criminal conviction and offence records.

    Lawful bases for processing

    Solicitor may be required to process your personal data in order to comply with their obligations under legislation such as the Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, the Criminal Finances Act 2017, the Foreign Account Tax Compliance Act 2010 (for clients with US 'person' status) and under common law. Solicitor may, on occasion, be required to share your personal data with the relevant authorities. This processing of your personal data is to comply with the law, and Solicitor would be unable to act for you without doing so.

    In addition, Solicitor may process your personal data on the basis that they have a contract with you. Alternatively, in some instances, they may have a legitimate interest in processing your personal data.

    Whenever Solicitor is processing special categories of personal data, and/or criminal conviction and offence records, they will only use that data to deliver the services you have instructed them to provide.

    All your personal data will be processed, and erased, in accordance with the LawHive Data Retention and Erasure Policy, a copy of which is available upon request from LawHive.

    Recipients of your personal data

    Solicitor may, when required and necessary, share your personal data with other organisations. Depending on the work they are undertaking for you the other organisations may include:

    § Solicitor's 'data processors', including LawHive, who are contractors from whom they obtain operational services including IT support, message-taking, typing and secretarial support, costs draftsmen, secure document storage and shredding.

    § Other 'data controllers' that provide professional or commercial services, such as Counsel, other solicitors, accountants, medical practitioners, surveyors and estate and letting agents.

    § Experts that you and Solicitor agree are necessary to assist Solicitor to progress your matter.

    § HMRC, HM Courts & Tribunals Service, HM Land Registry, Councils and other national and local government bodies.

    § The Solicitors Regulation Authority, the Information Commissioner's Office (ICO) and organisations involved with the preparation, assessment and certification of quality standards for which Solicitor is seeking or maintaining accreditation.

    § The Service and LawHive.

    All of the above are located in the UK.

    Your rights in relation to your personal data

    You have the right of access to your personal data and to verify the lawfulness of the processing. If you would like a copy of your personal data that Solicitor is processing through the Service, please contact Solicitor through the Service. Kindly note, Solicitor will need to verify your identity before responding to your request. Normally Solicitor will make no charge for doing this and will endeavour to send it to you within 1 month of receipt of your request.

    If you are dissatisfied with the Solicitor's response you may complain to a supervisory authority which, in the UK, is the Information Commissioner's Office, Wycliffe House, Water Lane, Wilmslow, Cheshire SK9 5AF https://ico.org.uk/ There may also be judicial remedies available to you.

    Erasure of personal data

    Solicitor will not erase or restrict the processing of your personal data during the period in which Solicitor has a legal obligation to retain that data under the applicable Act or in common law.

    Where Solicitor obtained your personal data to fulfil their contractual obligations to you, or if Solicitor has a legitimate interest for processing your personal data for the exercise or defence of legal claims, Solicitor will erase that data as soon as it is no longer necessary to retain it in relation to the purpose for which it was originally collected. Please see the LawHive Data Retention and Erasure Policy for timescales.

    Security

    Solicitor is committed to ensuring that all information they hold about you is secure. In order to prevent unauthorised access or disclosure Solicitor has implemented appropriate physical, electronic and managerial procedures through the Service to safeguard and protect that information.

    Other data controller recipients of your personal data are each responsible for implementing appropriate physical, electronic and managerial procedures to safeguard and protect that information, and to keep it secure.

    Data processor recipients of your personal data have provided sufficient guarantees that they have implemented measures to ensure compliance with data protection regulations and to protect your rights.

    Transferring your personal data

    Solicitor will not transfer your personal data overseas.

    Payments & Invoices:

    All accounts are strictly payable within 7 days from the date of the invoice and interest will be charged at a rate of 8% over base rate on the outstanding amount after 28 days have passed. As detailed in Section 25 Solicitor has the right to retain all papers and documents, via the Service, while monies remain outstanding.

    Payments can only be made by debit or credit card through the Service.

    Personal data concerning a third party

    You should only give Solicitor personal data about someone else with their permission. Where personal data about someone else is provided by you, or someone discloses to Solicitor personal data about you, it may be added to the personal data LawHive already holds and may be used in the ways described in this Privacy Notice.

  10. Communication and Information Security

    10.1 Solicitor will communicate with you primarily through the Service.

    10.2 If you regard any communications as particularly confidential, or require particular security arrangements with regard to a matter or have alternative communication requirements (for example, that Solicitor should communicate only with a named individual; or only using a particular communications method; or shall only transmit information which is protected by an agreed encryption process) please notify LawHive. Neither Solicitor nor LawHive shall incur any liability arising out of your failure so to notify us.

    10.3 Electronic communications sent to and from Solicitor may be monitored and read for legitimate business purposes, notably to ensure compliance with the Law and Solicitor's Regulatory Requirements.

    10.4 LawHive has taken the steps that the directors believe to be reasonable to keep electronic information and communication systems (systems) available and secure, however LawHive cannot guarantee such availability or security and accordingly, neither Solicitor nor LawHive shall incur any liability arising from:

    10.4.1 the use of email communication, including where such electronic communications are intercepted, delayed, corrupted, not received or received by persons other than the intended addressees.

    10.4.2 viruses or other malicious programmes;

    10.4.3 interruptions to the availability of the LawHive system;

    10.4.4 third parties obtaining unauthorised access to LawHive systems;

    10.4.5 third parties obtaining unauthorised access to information held outside of the LawHive systems or during transmission of such information; or

    10.4.6 the use by you, or the use by Solicitor at your request, of electronic storage outside of LawHive's own systems, including removable or cloud-based storage. LawHive uses cloud computing and therefore information relevant to your matter (including client contact details, documents and emails) will be passed to an external cloud service provider. If you would like further information on LawHive's external cloud service provider, please contact LawHive.

  11. Regulatory Regime and Requirements

    11.1 Solicitor is authorised and regulated by the Solicitors Regulation Authority, which is the independent regulatory body of The Law Society. Solicitor is bound by a number of regulatory requirements including rules on conduct, financial services, accounting and professional indemnity.

    11.2 Solicitor will comply with Paragraphs 5.1-5.3 of the SRA Code of Conduct pertaining to ‘Referrals, introductions and separate businesses. Solicitor has signed an agreement with LawHive to pay a platform fee to LawHive in return for the referral of work and the use of the LawHive technology platform.

  12. Professional Indemnity Insurance

    12.1 If Solicitor is practicing as a freelance solicitor, in accordance with regulation 10.2(b) of the Authorisation of Individuals Regulations, Solicitor is only required to hold adequate and appropriate insurance. As a result, you are not covered by the SRA's minimum terms and conditions for professional indemnity insurance and alternative arrangements are in place.

    12.2 Solicitor’s professional indemnity insurance certificate and levels of cover are available by contacting LawHive or the Solicitor directly.

  13. Third Party Rights

    13.1 Where under any circumstance a third party derives any benefit from the contract between Solicitor and you, the provisions of the Contracts (Rights of Third Parties) Act 1999 are to that extent.

  14. Duty of Confidentiality and Disclosure

    14.1 Solicitor owes an overriding duty of confidentiality to their clients including prospective and former clients.

    14.2 Where Solicitor has a duty to disclose information to a client, that duty does not extend to disclosing or taking into account any information in respect of which Solicitor owes a duty of confidentiality to another prospective, existing or former client.

    14.3 As a consequence, where Solicitor is aware of any information confidential to one client which is material to another client's matter, such information will remain confidential regardless of any duty of disclosure owed by Solicitor to such other client and Solicitor will only act or continue to act for both clients where Solicitor is permitted to do so by their Regulatory Requirements.

    14.4 If, as a result of Solicitor acting for you, you acquire any information in respect of which Solicitor gives notification that they owe a duty of confidentiality to a third party, you agree to keep such information strictly confidential and not disclose it without Solicitor's prior written consent.

  15. Conflicts of Interests

    15.1 Before accepting instructions Solicitor carries out a conflict checking process, to ensure that no conflict of interests exists between Solicitor or another client in relation to the instructing client or the matter concerned. A conflict of interests shall be determined in accordance with Solicitor's Regulatory Requirements.

    15.2 Solicitor will not act for a client where a conflict of interest arises or might reasonably be expected to arise between:

    15.2.1 that client and Solicitor or

    15.2.2 between that client and another client, and Solicitor will not act for a client where to do so would impair their ability to act in the best interests of another client.

    15.3 Solicitor will not act for two or more clients at the same time in relation to the same or a related matter if their duties to each client conflict, or there is a significant risk they may conflict, except where:

    15.3.1 this is permitted by Regulatory Requirements

    15.3.2 Solicitor has obtained all necessary informed written consents from all relevant clients and

    15.3.3 it is reasonable in the circumstances to so act.

    15.4 Subject to the above, and unless expressly agreed otherwise in writing, Solicitor may act for clients engaged in activities similar to or competitive with each other.

    15.5 Please note that for the purposes of processing a conflict check, information will be stored in the United Kingdom and may be shared with, accessed or processed by LawHive and other third parties. Please refer to the paragraph above regarding Information sharing.

  16. Anti-money Laundering

    16.1 Under applicable Law, there are several items of international legislation aimed at preventing money laundering and terrorist financing activities and enabling prosecutions to be brought, together with further legislation detailing the controls which must be put in place by financial businesses and law firms.

    16.2 In order to comply with such Law, Solicitor is obliged to undertake detailed client due diligence measures and ongoing monitoring for both new and existing clients. Solicitor uses the Service to verify the identity of all prospective clients before accepting them as new clients and thereafter re-verifies all checks periodically. Due diligence will be carried out on connected parties such as the beneficial owners of a client as part of the verification process.

    16.3 Accordingly, clients are asked to provide any verification information the Service requests promptly. Please note that any such verification information will be stored in the United Kingdom and may be shared with, accessed or processed by LawHive and other third parties. Please refer to the paragraph above regarding Information sharing.

    16.4 Solicitor may be obliged to make a report to the relevant authorities if at any time they become aware of or suspect the existence of proceeds of crime in relation to any services on which they are engaged. Solicitor's obligation to make such a report may, in certain circumstances, override their duty of solicitor/client confidentiality and they may not be permitted to inform the client concerned whether or not they have made, or might intend to make, such a report. Please refer to the paragraph above regarding Use of your information.

    16.5 Solicitor may terminate the provision of any services to a client, or be instructed to do so by the relevant authorities, if such client fails to provide evidence of identity or if Solicitor suspects that the client or any other party connected with such client or with the matter is involved in any activities prescribed by relevant Law.

    16.6 To comply with the law, Solicitor needs to get evidence of your identity as soon as possible. Clients are asked to supply their passport or driving licence to the Service and in addition LawHive may undertake an electronic search on behalf of Solicitor.

    If you cannot provide the specific identification requested, please contact LawHive as soon as possible to discuss other ways to verify your identity.

    Where a solicitor knows or suspects that a transaction on behalf of a client involves money laundering, the solicitor is required to make a disclosure to the NCA (National Crime Agency). If this happens, Solicitor will not be able to tell you that a disclosure has been made, but will have to suspend your file pending an investigation, which may also involve the Inland Revenue.

    It is also an offence to enter into a financial arrangement with any other party where you know or suspect that some of the money involved represents the 'proceeds of crime'. This includes money retained or gained as a result of tax evasion and benefit fraud. Any financial irregularities should be rectified prior to instructing us.

  17. Anti-corruption

    17.1 Solicitor is committed to preventing bribery and corruption and has a zero-tolerance policy to it. It is Solicitor's policy to comply with the relevant Law in this regard and they have in place procedures designed to prevent individuals and associated persons such as agents and contractors from engaging in any activity that would constitute an offence under anti-corruption Laws worldwide. These procedures include the carrying out of appropriate due diligence when required and the making and keeping of records in relation to gifts and hospitality (whether accepted or declined) sponsorship and advertising. Please refer to the paragraphs above regarding Use of your information and Information sharing.

  18. Protection of Client Deposits

    18.1 Solicitor is not authorised to hold client money on your behalf.

    18.2 In the event Solicitor suggests holding client money on your behalf, contact LawHive.

  19. Referral to the Legal Ombudsman in England and Wales

    19.1 Solicitor and LawHive take all complaints very seriously. As a first recourse, you may complain directly to Solicitor.

    19.2 You may also ask LawHive to help resolve your complaint by contacting us .

    19.3 If your complaint remains unresolved, you may have the right to refer your complaint to the Legal Ombudsman. The Legal Ombudsman is an independent organisation which deals with complaints about solicitors and other legal professionals.

    19.4 The Legal Ombudsman will consider complaints from members of the public, very small businesses, a charity club or organisation with an annual net income of less than £1 million or a trust with a net asset value of less than £1 million. The Legal Ombudsman accepts complaints from prospective clients, either where they have unreasonably been refused a service or have persistently or unreasonably been offered a service that they do not want.

    19.5 If Solicitor is unable to resolve your complaint within eight weeks after you have brought it to their attention, then you can have the complaint independently looked at by the Legal Ombudsman. The Legal Ombudsman investigates complaints about poor service from lawyers.

    19.6 You may be entitled to have Solicitor's fees and expenses reviewed by the court by applying for an assessment of the bill under Part III of the Solicitors Act 1974. This applies to all Solicitor's work, and not just to the conduct of litigation on your behalf. If you take advantage of the Solicitors Act 1974 procedure within a month from the date of Solicitor's invoice, your right to a detailed assessment is unconditional. If you delay beyond a month the court may impose conditions. Once a year has elapsed since the date of the bill you will lose the right to a detailed assessment unless there are special circumstances. The Legal Ombudsman may not consider a complaint about a bill if you have applied to the court for such an assessment.

    19.7 The Legal Ombudsman may:

    19.7.1 investigate the quality of professional service supplied by a solicitor to a client;

    19.7.2 investigate allegations that the solicitor has breached rules of professional conduct;

    19.7.3 express a view on whether the solicitor's charges are found reasonable;

    19.7.4 reduce fees; and/or

    19.7.5 award compensation for inadequate professional services.

    19.8 The Legal Ombudsman will not:

    19.8.1 determine whether a solicitor has been negligent;

    19.8.2 determine whether anything a solicitor has done amounts to misconduct;

    19.8.3 give legal advice or tell a solicitor how to handle a case;

    19.8.4 review the outcome of a Court case; and/or

    19.8.5 review a decision of the Legal Services Commission.

    19.9 Before it will consider a complaint, the Legal Ombudsman generally requires that a solicitor's or firm's internal complaints procedure has been exhausted. If the Legal Ombudsman is satisfied that the solicitor's or firm's proposals for resolving a complaint are reasonable, it may decline to investigate further. If the Legal Ombudsman believes that there may have been a breach of the rules governing the professional conduct of solicitors (as opposed to a problem with the service Solicitor has provided) it may refer the matter to the Solicitors Regulation Authority which is a separate independent body charged with the regulation of the solicitors' profession.

    19.10 The address of the Legal Ombudsman is: Legal Ombudsman, PO Box 6806, Wolverhampton WV1 9WJ Telephone: 0300 555 0333.

    More information can be found at www.legalombudsman.org.uk.

  20. Financial Services

    20.1 Solicitor is not registered to provide financial or tax advice and therefore their advice is limited to the legal implications of your matter. Solicitor is not authorised by the Financial Conduct Authority (FCA) under the Financial Services and Markets Act 2000 (FSMA). Solicitor is authorised and regulated by the Solicitors Regulatory Authority (SRA), the independent regulatory body of the Law Society of England and Wales, a designated professional body for the purposes of FSMA.

  21. Documents and storage

    21.1 Please make sure that you keep safe all letters, papers and documents which may, in any way at all, be connected to a matter.

    21.2 On completion of your matter or termination of Solicitor's instructions, Solicitor is entitled to keep all your papers and documents via the Service while there is money owing to Solicitor for their charges and expenses. This is referred to as a "lien".

    21.3 Solicitor will retain files via the Service after completion for such period as is required by Law or under the SRA Rules and Codes. Solicitor reserves the right to destroy files at the end of that period, which will usually be seven years from the conclusion of the matter/retainer, in accordance with LawHive's Data Retention and Erasure Policy, a copy of which is available on request by contacting LawHive.

  22. Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013

    22.1 If you have engaged Solicitor in a personal capacity and are not acting on behalf of your trade, business, craft or profession, then you may be entitled to a 14 day cooling off period.

    22.2 Should you wish to cancel the contract, please do so in writing. However, if you would like Solicitor to commence work within that 14-day period, you must confirm this through the Service.

    22.3 Please note that if you ask Solicitor to commence work before the end of the 14-day period, you will be liable to pay for any work done prior to any subsequent cancellation. If you have authorised Solicitor to commence work early, your right to cancel is lost if all the work is completed before you cancel.

    22.4 To cancel within the 14-day cooling off period, contact Solicitor directly or through the Service at support@lawhive.co.uk.