Terms & Conditions

Agent Zone Terms & Conditions (Terms)

These Terms govern the Customer’s use of Agent Zone provided by Dutton Gregory LLP. DG’s standard Terms of Business and Privacy Policy available at https://www.duttongregory.co.uk/site/help/further-terms-and-conditions also apply to the provision of the Services and are expressly incorporated into these Terms.
In the event of conflict between these Terms and DG’s Terms of Business these Terms in respect of the Services and Software shall prevail.

1. Definitions and Interpretation

Agreement: the agreement between the Customer and DG for the use of the Services in accordance with these Terms.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business, not including a Non-Available Day.

Commencement Date: the date the Customer signs up to the Services for the Initial Subscription Term and each subsequent Renewal Term.

Confidential Information: all information (however recorded or preserved) that one party discloses or makes available to the other party (recipient) in connection with the agreement and which would be regarded as confidential by a reasonable business person. It includes any information relating to this agreement and the operations, products or customers of the parties.

Customer: the organisation who purchases the Services from DG.
Customer Data: the data inputted or provided by the Customer, Authorised Users, or DG on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Documentation: the document(s) and other materials made available to the Customer by DG online via the Website or such other web address notified by DG to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

DG: Dutton Gregory LLP of 6 Stoneycroft Rise, Chandler’s Ford, Eastleigh, England, SO53 3LD.

Initial Subscription Term: the initial term of this agreement being a period of 12 months from the Commencement Date.

Legal Advice Line: the telephone helpline which the Customer may contact DG for simple, uncomplex legal matters as part of the Services.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Quarter: every 3 months from the Commencement Date.

Services: the subscription services provided by DG to the Customer via the Software and Legal Advice Line or any other website notified to the Customer by DG from time to time, as more particularly described in the Documentation and on the Website.

Software: the online software applications provided by DG as part of the Services via the Website.

Subscription Fees: the subscription fees payable by the Customer to DG for the Services, as set out on the Website.

Subscription Term: the Initial Subscription Term together with any subsequent Renewal Terms.

Subscription Level: the scope of Services to be provided by DG which the Customer has ordered via the Website.

Renewal Term: 3 months.

Time Allowance: the number of minutes available each month in the Customer’s Subscription Level for which the Customer may use the Legal Advice Line during the Initial Subscription Term or Renewal Term as the case may be.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of the Services, and the term Vulnerabilities shall be interpreted accordingly.

Website: https://agentzone.duttongregory.co.uk

2. The Services

2.1. Subject to the payment of the Subscription Fees and the restrictions and the other terms and conditions of this agreement, DG hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

2.2. In relation to the Authorised Users, the Customer undertakes that:

a. each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than 6 months and that each Authorised User shall keep their password confidential;
b. it shall permit DG or DG designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than twice per annum, at DG expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
c. if any of the audits referred to in clause 2.2(b) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to DG other rights, the Customer shall promptly disable such passwords and DG shall not issue any new passwords to any such individual; and
d. if any of the audits referred to in clause 2.2(b) reveal that the Customer has underpaid Subscription Fees to DG, then without prejudice to DG other rights, the Customer shall pay to DG an amount equal to such underpayment as calculated in accordance with the prices set out for the Services on the Website from time to time.

2.3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

a. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b. facilitates illegal activity;
c. depicts sexually explicit images;
d. promotes unlawful violence;
e. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
f. is otherwise illegal or causes damage or injury to any person or property;

and DG reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.4. The Customer shall not:

a. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
i. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or Documentation (as applicable) in any form or media or by any means; or
ii. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
b. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
c. use the Services and/or Documentation to provide services to third parties; or
d. other than with DG prior written consent, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
e. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
f. introduce or permit the introduction of, any Virus or Vulnerability into the Services or DG network and information systems.

2.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify DG.

2.6. The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Agent Zone Services

3.1. DG shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

3.2. DG shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

a. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
b. unscheduled maintenance performed outside Normal Business Hours, provided that DG has used reasonable endeavours to give the Customer at least 2 Normal Business Hours’ notice in advance.

3.3. DG will, as part of the Services provide the Customer with DG standard customer support services during Normal Business Hours in accordance with DG support policy in effect at the time that the Services are provided. DG may amend its support policy in its sole and absolute discretion from time to time except that any such amendments shall not materially alter the support services to the Customer’s detriment.

4. Legal Advice Line

4.1. Personnel: Operators of the Legal Advice Line will be DG’s staff and may be solicitors, legal executives, and/or supervised paralegals. DG will use reasonable endeavours to ensure that a qualified solicitor or legal executive will be always on hand to supervise paralegals.

4.2. Residential Landlord & Tenant Law advice only: The Legal Advice Line strictly relates to Residential Landlord and Tenant law. DG is unable to provide advice unrelated to this area of law. DG may be able to refer the Customer’s enquiry to another team, with such additional support being outside the scope of the Services and shall be quoted for separately.

4.3. Quality of advice: The Legal Advice Line is available for everyday queries and uncomplex matters. Where DG concludes during a call that the Customer’s query is technical or complex so as to fall outside the scope of the Services then DG shall advise the Customer of such. The Customer will then be offered the opportunity to instruct DG separately to this agreement.

4.4. Questions requiring research: It may not always be possible for DG immediately to answer a question that comes within the remit of the Legal Advice Line, but which requires research. DG will take a contact telephone number for the Customer and call the Customer as soon as practicable when the answer is available with such minutes for that call being offset against the Customer’s Time Allowance.

4.5. Timings: The Legal Advice Line is only available 10am to 5pm on a Business Day.

4.6. Exclusivity of unique Customer telephone number: The Customer should use the Agent Zone contact telephone number (AZ Contact Number) and Unique ID provided on sign up to the Services to access the Legal Advice Line exclusively rather than any other telephone number that the Customer may have for DG or individual members of DG staff. DG reserves the right to terminate calls made to telephone numbers which are not to the AZ Contact Number. DG staff are instructed to reject calls relating to the Legal Advice Line which are not made to the AZ Contact Number.

4.7. Calls received from non-staff members of Customer: The Customer should not forward or give out the AZ Contact Number for use by third parties, such as landlords, tenants, or contractors. DG reserves the right to terminate calls from such third parties. If the Customer wishes to refer potential work to DG, then this can be done by providing the potential client with DG main telephone number which is: 02380 221344 or via the instruction sheet provided in the Software. Time spent dealing with calls that arise in breach of this clause will be offset against the Customer’s Time Allowance.

4.8. Updates for private matters: The Customer should not use the Legal Advice Line where the Customer is seeking an update on a matter that DG is instructed on, separately to this agreement. Time spent dealing with calls that arise in breach of this clause will be offset against the Customer’s Time Allowance.

4.9. Aggressive or abusive behaviour: If the Customer is aggressive or abusive to members of DG staff then DG reserves the right to terminate the call and in severe circumstances DG reserves the right to suspend or restrict access to the Services or even terminate this agreement.

4.10. Email communication not included: The Legal Advice Line is strictly a telephone service. DG will not confirm, or otherwise discuss, advice through alternative methods of communication such as email unless DG is instructed outside the scope of this agreement.

4.11. No drafting or reviewing contracts: DG cannot advise the Customer on drafting or preparation of notices, court forms, communications, or similar live cases which is outside the scope of the Services.

4.12. Delays caused by unforeseen circumstances: Whilst DG endeavours to ensure that all calls are answered in a timely manner, there may be times where delays in responding to calls to the Legal Advice Line are unavoidable. Further, DG will not be liable for failure to provide the Legal Advice Line if such failure results from events, circumstances or causes beyond its reasonable control.

4.13. Recording of calls: Calls to the Legal Advice Line are recorded for training and monitoring purposes.

4.14. DG endeavours to provide advice via the Legal Advice Line on uncomplicated matters based on the information provided by the Customer to DG however DG cannot be held liable or responsible where:
a. incorrect or inappropriate advice is given because the Customer has provided incomplete, misleading or inaccurate instructions or information (regardless of whether the Customer was aware of such)
b. the law changes between the date DG’s advice is provided and the date the advice is acted upon. DG is under no obligation to notify the Customer of any changes in law that may affect the advice previously given before the change took effect.

5. Payment

5.1. The Customer shall pay the Subscription Fees to DG in accordance with this clause.

5.2. The Customer shall on the Commencement Date provide to DG valid, up-to-date and complete debit or credit card details or approved purchase order information acceptable to DG and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

a. its credit card details to DG, the Customer hereby authorises DG to bill such credit card:
i. on the Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term or such Quarter or other payment period agreed by DG; and
ii. subject to earlier termination under these Terms, on each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Term.

5.3. If DG has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of DG:

a. DG may, on no less than 5 Business Days’ notice to the Customer and without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and DG shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
b. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of DG bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

5.4. All amounts and fees stated or referred to in this agreement:

a. shall be payable in pounds sterling;
b. are non-cancellable and non-refundable;
c. are unless otherwise stated, exclusive of value added tax (VAT), which shall be added to DG invoice(s) at the appropriate rate.

5.5. DG may adjust the Subscription Fees with effect from 1 January and 1 July of each year to reflect increases in the cost of providing the Services and Software indicated by the percentage increase in the Consumer Prices Index during the previous six months. DG shall give the Customer not less than one month’s prior notice in writing of proposed changes.

5.6. DG shall not increase the Subscription Fees within the Initial Subscription Term.

5.7. If the Customer wishes to change their Subscription Level they may only do so at the end of the Initial Subscription Term or Renewal Term as the case may be.

5.8. VAT receipts and invoices shall be provided by DG as soon as reasonably possible.

5.9. Any unused Time Allowance from a month may be rolled over to the next month up to a maximum of 2 months but such Time Allowance will be reset and return to the standard Time Allowance each Quarter.

5.10. If the Customer exceeds the Time Allowance (Additional Time), then DG may continue to provide the Legal Advice Line to the Customer at their then current rates until the next Renewal Term when a new Time Allowance shall apply. DG shall inform the Customer of such rates.

5.11. DG shall invoice the Customer for the Additional Time at the end of the Initial Subscription Term or Renewal Term (as the case may be) with such charges being due and payable upon receipt of such invoice.

6. Proprietary rights

6.1. The Customer acknowledges and agrees that DG and/or its licensors own all intellectual property rights in the Services, Software and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

6.2. DG confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

6.3. The Documentation, Software and Website is proprietary to DG and is considered DG Confidential Information. The Customer shall keep the Confidential Information secret and confidential and shall not:

a. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or
b. disclose such Confidential Information in whole or in part to any third party (unless otherwise permitted in this clause).

6.4. The Customer may disclose to its employees, officers, contractors, subcontractors, representatives and advisers (Representatives) who need to know such Confidential Information for the Permitted Purpose, provided that:

a. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
b. at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

6.5. DG makes no express or implied warranty or representations concerning the Services, Documentation or Website.

7. Limitation of liability

WARNING: you are strongly advised to read this clause.

7.1 The following definitions apply in this clause 7:
a. liability: every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
b. default: any act or omission resulting in one party incurring liability to the other.

7.2 Except as expressly and specifically provided in this agreement:
a. DG shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to DG by the Customer in connection with the Services, or any actions taken by DG at the Customer’s direction;
b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
c. the Documentation and Website content are provided to the Customer on an “as is” basis.

7.3 Nothing in this agreement excludes the liability of DG:
a. for death or personal injury caused by DG negligence; or
b. for fraud or fraudulent misrepresentation.

7.4 Subject to clause 7.2 and clause 7.3:
a. DG shall have no liability for any:
i. loss of profits,
ii. loss of business,
iii. wasted expenditure,
iv. depletion of goodwill and/or similar losses,
v. loss or corruption of data or information, or
vi. any special, indirect or consequential loss, costs, damages, charges or expenses; and
b. DG’s total aggregate liability to the Customer in respect of all defaults shall not exceed the cap. If defaults committed in more than one Contract Year (being a 12 month period commencing on the Commencement Date or any anniversary of it) give rise to a single claim or a series of connected claims, DG’s total liability for those claims shall not exceed the single highest annual cap for those Contract Years.
c. In clause 7.4 (b), the cap is the total Subscription Fees paid in the Contract Year in which the defaults occurred.

7.5 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of DG’s intellectual property rights.

8. Term and termination

8.1. This agreement shall commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive Renewal Terms unless:
a. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Term, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Term; or
b. otherwise terminated in accordance with the provisions of this agreement;

8.2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
a. the other party fails to pay an amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
b. the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
c. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 8.2 (c);
d. the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or
e. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

8.3 Without affecting any other right or remedy available to it, DG may terminate this agreement with immediate effect:
a. if there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010); and
b. for convenience by giving the Customer no less than 30 days’ written notice.

8.4 On termination of this agreement for any reason:
a. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
b. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and
c. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

8.5 In the event the customer wishes to give notice to DG under this clause 7, the Customer should email to azregistration@duttongregory.co.uk

8.6 Should the Customer fail to provide the required notice to DG under this clause 7 the Customer’s subscription shall renew automatically for a period of 3 months from the end of the Initial Subscription Term of Renewal Term (as the case may be) and such Subscription Fees for such 3 month period shall be due and payable to DG.

9. Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 90 days, the party not affected may terminate this agreement by giving not less than 14 days’ written notice to the affected party.

10. Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement prevail.

11. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12. Waiver

12.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

12.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

13. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14. Severance

14.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

14.2. If any provision or part-provision of this agreement is deemed deleted under clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15. Entire agreement

15.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

15.2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

15.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

16. Assignment

16.1. The Customer shall not, without the prior written consent of DG, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

16.2. DG may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

17. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18. Third party rights

18.1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

18.2. The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

19. Notices

19.1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
a. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
b. sent by email to address notified in writing by a party to the other (or an address substituted in writing by the party to be served).

19.2. Any notice shall be deemed to have been received:
a. if delivered by hand, at the time the notice is left at the proper address;
b. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
c. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

19.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

21. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

General Terms & Conditions

1. Our Responsibilities

  • We will:

    • treat you fairly and with respect
    • communicate with you in plain language
    • review your matter regularly
    • advise you of any changes in the law that affect your matter; and
    • advise you of any reasonably foreseeable circumstances and risks that could affect the outcome of your matter

2. Your Responsibilities

  • You will:

    • provide us with clear, timely and accurate instructions
    • treat us fairly and with respect
    • provide all documentation and information that we reasonably request in a timely manner
    • safeguard any documents that may be required for your matter, including documents that you may have to disclose to another party
    • notify us if your contact details change
    • tell us immediately if your expectations change or if you are not sure you understand what we have discussed
    • inform us of any time limits or objectives that might not be obvious to us
    • 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

3. Service Levels and Communication

We will update you by telephone or in writing with progress on your matter regularly and at least every six weeks.  When we use the term ‘in writing’ we include any form of written electronic communication normally used for business purposes, such as emails.

We will explain to you by telephone or in writing the legal work required as your matter progresses.

We will update you on the likely timescales for each stage of this 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.

We will update you on the cost of your matter at the intervals set out in our letter confirming your instructions. If appropriate, we will continue to review whether there are alternative methods by which your matter can be funded.

If you ask us to obtain advice from another law firm, that firm will be responsible for the service and advice they provide.

Unless otherwise agreed in writing, our advice and any documents we prepare are for use only in connection with the specific matter on which we are instructed, can only be relied on by you.

4. Limit of Liability

Our maximum aggregate liability to you in this matter will be £10,000,000.00 (ten million pounds) including interest and costs unless we expressly state a different figure in our letter confirming your instructions. If you wish to discuss a variation of this limit, please contact the person dealing with your matter. Agreeing a higher limit on our liability may result in us seeking an increase in our charges for handling your matter.

Where you are instructing us for purposes that are wholly or mainly outside your trade, business, craft or profession we will not be liable for:

  • losses that were not foreseeable to you and us when this contract was formed
  • losses not caused by any breach on the part of the firm, and
  • business losses, including losses sustained by any individual not acting for purposes of their trade, business, craft or profession

Where you are instructing us for other purposes we will not be liable for any consequential, special, indirect or exemplary damages, costs or losses, or any damages, costs or losses attributable to lost profit or opportunity.

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

Your contract is solely with Dutton Gregory LLP, which has sole legal liability for the work done for you and for any act or omission in the course of that work. Any work conducted by any representative, member, officer, employee, agent or consultant of Dutton Gregory LLP (including any act or omission in the course of that work) is done so on behalf of the firm and such representative, member, officer, employee, agent or consultant of Dutton Gregory LLP will not have any personal legal liability for any loss arising in contract, tort (including negligence) or for breach of statutory duty, whether that individual is expressly named in the appointment or not.  You acknowledge that such individuals are entitled to enforce this term pursuant to the Contracts (Rights of Third Parties) Act 1999. 

We can only limit our liability to the extent the law allows. In particular, we cannot limit liability for death or personal injury caused by negligence.

Please ask if you would like us to explain any of the terms above.

5. Banking

We hold all client money either with Barclays Bank Plc in our undesignated client account or with one or more other UK or Irish Clearing Banks which are regulated by the Financial Conduct Authority (FCA).  The nature of the account used is dictated by the Solicitors’ Accounts Rules. We are not liable for any losses you suffer as a result of any such banking institution being unable to repay depositors in full. You may, however, be protected by the Financial Services Compensation Scheme (FSCS).

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

The current limit is £85,000 per banking institution. If you hold other personal money in the same banking institution as our client accounts, the limit remains £85,000 in total.

Some banking institutions have several brands. The compensation limit is currently £85,000 per institution, not per brand. You should check with your banking institution, the FCA or a financial advisor for more information.

The FSCS also provides up to £1,000,000.00 of short-term protection for certain high balances, for example 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.

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.

6. Regulated Services

Dutton Gregory LLP is authorised and regulated by the Solicitors Regulation Authority, The Cube, 199 Wharfside Street, Birmingham, B1 1RN (the SRA).

This means that we are governed by a Code of Conduct and other professional rules, which you can access on the SRA’s website (www.sra.org.uk) or by calling 0370 606 2555.

7. Professional Indemnity Insurance

We have professional indemnity insurance giving cover for claims against the firm. Details of this insurance, including contact details of our insurer and the territorial coverage of the policy, can be inspected at our office or made available on request.

To comply with our regulatory obligations and the terms of our professional indemnity insurance, we may disclose relevant documents and information to insurers, brokers and insurance advisers on a confidential basis. This could include details of any circumstances arising from our work for you that might give rise to a claim against us. Unless you notify us to the contrary, you consent to such disclosure by us even if the documents and information in question are confidential and/or subject to legal professional privilege.

8. Data Protection

We use your personal data primarily to provide legal services to you, but also for related purposes as described in the attached Client Privacy Policy.

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

Dutton Gregory LLP is a data controller for the purpose of the GDPR and other relevant data protection legislation.

We take your privacy very seriously. Please read the attached Client Privacy Policy carefully as it contains important information on:

  • what personal data we collect about you and how that data is collected
  • how, why and on what grounds we use your personal data
  • who we share your personal data with
  • where your personal data is held and how long it will be kept
  • your rights in relation to the personal data we hold or use
  • the steps we take to secure your personal data
  • how to make a complaint in relation to our use of your personal data
  • how to contact us with any queries or concerns in relation to your personal data

9. Promotional Communications

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

10. Storage and Retrieval of Files

After completing the work, we will be entitled to keep all your papers and documents while there is still money owed to us for fees and expenses. Thereafter, we will keep your files for at least 7 years, except those papers you ask to be returned to you. Where possible, we will store your file information electronically only apart from original documents which we will normally return to you.  We may charge an annual fee for storing original documents in safe custody. We will notify you of our storage rates at the appropriate time.

We store files on the understanding that we can destroy them at the appropriate period after the date of the final bill. We will not destroy documents you ask us to deposit in safe custody.

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.

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

  • time spent retrieving the paper and electronic file and producing it to you
  • reading, correspondence or other work necessary to comply with your instructions in relation to the retrieved file
  • providing additional copies of any documents

We will provide you with an electronic copy only of the file where appropriate.

For information on how long we will hold your personal data, please see the attached Client Privacy Policy.

11. Outsourcing

Sometimes we ask other companies or people to carry out certain tasks, for example photocopying, on our files to ensure this is done promptly and in the most cost-effective manner. We will always seek a confidentiality agreement with these outsourced providers. For information on outsourcing in relation to your personal data, please see the attached Client Privacy Policy.

12. External Auditing and Due Diligence

External firms or organisations may conduct audit or quality checks on our practice from time to time. They may wish to audit or quality check your file and related papers for this purpose. It is a specific requirement imposed by us that these external firms or organisations fully maintain confidentiality in relation to any files and papers which are audited or quality checked.

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

For information on external auditing and due diligence in relation to your personal data, please see the attached Client Privacy Policy.

13. Terminating Your Instructions

You may end your instructions at any time, by giving us notice in writing. We can keep all your papers and documents while our charges or disbursements are outstanding.

We will only decide to stop acting for you with good reason, for example where we feel that the relationship has broken down, if you do not pay a bill, if you provide us with misleading information, or if you act in an abusive or offensive manner. We will give you reasonable notice before we stop acting for you.

If you or we decide that we should stop acting for you, you are liable to pay our charges up until that point. These are calculated on the basis set out in our letter confirming your instructions.

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

14. Prevention of Money Laundering

We are professionally and legally obliged to keep your affairs confidential. However, solicitors may be required by statute to make a disclosure to the National Crime Agency where they know or suspect that a transaction may involve money laundering or terrorist 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 and may not be able to tell you why.

15. Confidentiality

The information and documentation you provide us is confidential and subject to legal professional privilege unless:

  • stated otherwise in this document or our letter confirming your instructions, or
  • we advise you otherwise during the course of your matter

We cannot absolutely guarantee the security of information communicated by email or mobile phone.

Unless we hear from you to the contrary, we will assume that you consent for us to use these methods of communication.

16. Receiving and Paying Funds

Our policy is to only accept cash up to £500.00 in respect of any one instruction. If you try to avoid this policy by depositing cash directly with our bank, we may decide to charge you for any additional checks we decide are necessary to prove the source of the funds. Where we have to pay money to you, it will be paid by cheque or bank transfer. It will not be paid in cash or to a third party. Please be aware that we do not notify changes to important business information, such as bank account details, by email.

17. Complaints

Procedure and timing:

  • If you have any cause for complaint during the course of the case then please raise it with the person handling your case immediately.  It is to be hoped the matter can be resolved between you both at that stage.
  • If the complaint cannot be resolved with the person handling your case then you may refer the matter to the Head of Department supervising the work whose name will have been given to you.
  • If the supervisor is the Head of Department you are dealing with or if the supervising Head of Department cannot resolve your concerns then the procedure is for you to raise the issue in writing with Jonathan Brown, Complaints Handling Officer,   Dutton Gregory LLP, 44 Jewry Street , Winchester, SO23 8RY (j.brown@duttongregory.co.uk)
  • If the Complaints Handling Officer is the person you are dealing with then the procedure is for you to raise the issue in writing with the Managing Partner, Dutton Gregory LLP,  Concept House, 6 Stoneycroft Rise, Chandler’s Ford, Eastleigh, SO53 3LD.

We have eight weeks to consider your complaint. If we have not resolved it within this time, you may complain to the Legal Ombudsman. If you are not satisfied with our handling of your complaint, you can ask the Legal Ombudsman to consider the complaint. The Legal Ombudsman’s contact details are:

Legal Ombudsman PO Box 6167 Slough SL1 0EH

0300 555 0333—from 8.30am to 5.30pm

enquiries@legalombudsman.org.uk

www.legalombudsman.org.uk

Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint or within six years of the act or omission about which you are complaining occurring (or if outside of this period, within three years of when you should reasonably have been aware of it).

The Legal Ombudsman deals with complaints by consumers and very small businesses. This means some clients may not have the right to complain to the Legal Ombudsman, for example charities or clubs with an annual income of more than £1m, trustees of trusts with asset value of more than £1m and most businesses (unless they are defined as micro-enterprises). This does not prevent you from making a complaint directly to us about the service you have received or about the bill.

18. Our Bill

You are liable to pay legal fees as set out in our letter confirming your instructions. We will also usually discuss this at our initial meeting with you.

By providing instructions to us you agree that we may deliver bills to you by email.

Bills should be paid as set out on the bill. Where we are holding any funds for which we would otherwise be required to account to you we intend to apply those funds to payment of our bill.  We may charge interest on overdue bills at 4% above the Barclays Bank base rate applicable for the duration of the outstanding account (or the Court rate of 8% whichever is the higher).

We may cease acting for you if an interim bill remains unpaid after 14 days or if our reasonable request of a payment on account of fees is not met.

You have the right to challenge or complain about our bill. Please see the ‘Complaints’ section above for details of how to complain about our bill.

You have the right to challenge our bill by applying to the court to assess the bill under Part III of the Solicitors Act 1974. The usual time limit for making such an application is one month from the date of delivery of the bill. If the application is made after one month but before 12 months from delivery of the bill, the court’s permission is required for the bill to be assessed.

Unless there are special circumstances, the court will not usually order a bill to be assessed after:

  • 12 months from delivery of the bill
  • a judgment has been obtained for the recovery of the costs covered by the bill
  • the bill has been paid, even if this is within 12 months

19. Payment of Interest

We will:

  • pay interest when it is fair and reasonable to do so in all the circumstances
  • pay a fair and reasonable sum calculated over the whole period for which any money is held

When will we pay interest?

We will not pay interest:

  • on money held to pay a professional disbursement, once the intended recipient has requested that we delay in paying them
  • on money held for the Legal Aid Agency
  • on money that we have paid into client account as an advance from the firm to fund a payment on behalf of a client or trust in excess of funds held for that client or trust
  • if we have agreed with the recipient to contract out of our obligation to pay interest
  • on monies that we are instructed to hold outside a client account in a manner that does not attract interest, eg cash held in our safe
  • where the amount of interest, calculated in accordance with this policy, is less than £50
  • on money received on account of fees and disbursements (however long the money is held) except in circumstances where a refund becomes due and then is still subject to the minimum amounts referred to above

We will pay interest on all other monies held on client account, including any monies we should have held on client account but failed to do so.

Interest will be calculated and paid in accordance with this policy. The amount of interest paid to each recipient will take into account various factors that are explained in our Interest policy.

Types of client account

Client account monies can be held in two different ways:

  • in a separate designated client account (SDCA)
  • in our general client account

 Interest on monies held in separate designated client account

We will advise which bank will be used where we hold monies in an SDCA.

Unless we are instructed to the contrary, we will pay 100% of the interest received on monies deposited in an SDCA to the recipient to whom we ultimately pay the monies on deposit. Where the monies on deposit are divided between more than one recipient, we will divide the interest in the same proportions.

Interest will be paid net of tax unless the recipient has signed a declaration that they are entitled to receive gross interest.

Interest on monies held in our general client account

Any money not held in a SDCA will be held in our general client account. The interest rate will be in accordance with Barclays Bank plc’s published rates for Solicitors Client Accounts for the average balance that was held for you.

The interest rate is likely to change from time to time.

Interest will be paid before deduction of tax. It will be the recipient’s responsibility to declare interest received to HMRC.

Interest on more than one matter

Where we hold monies on more than one matter for a recipient, interest will be calculated separately for each individual instruction—unless it is fair and reasonable to aggregate the interest.

Best available interest rate

We are required by the Solicitors Regulation Authority (SRA) to deposit monies in instant access accounts only. This means that the interest rate paid on monies in an SDCA or in our general client account may not be as high as the recipient can achieve by placing the money on deposit themselves. Please contact us if you wish to discuss making alternative arrangements.

Interest payment dates

Interest will be paid at the conclusion of the matter or at other intervals reasonably requested by you in writing. Interest will be calculated over the whole period that we hold the monies, starting from the date the monies are treated by us as cleared funds.

Special cases

If we hold money jointly with a client, the interest earned will belong to the client, unless we agree otherwise.

If we hold money jointly with another firm, we will agree with the other firm how interest will be allocated.

Unpresented cheques

Where we pay money by cheque to a recipient who delays in paying the cheque into their bank, we will pay additional interest only where it is reasonable in all the circumstances to do so. We reserve the right to charge for the additional work involved.

Contracting out

We may, by written agreement with you, contract out of the terms of this interest policy.

We will contract out only where doing so provides a fair outcome. This will depend on all the circumstances.

When agreeing to contract out, we will:

  • act fairly towards you
  • provide sufficient information to enable you to give informed consent

20. Investment Advice Services

We are not authorised by the Financial Conduct Authority. If, while we are acting for you, you need advice on investments, we may refer you to someone who is authorised to provide the necessary advice.

However, we may provide certain limited investment advice services where these are closely linked to the legal work we are doing for you. This is because we are members of the Law Society of England and Wales, which is a designated professional body for the purposes of the Financial Services and Markets Act 2000. 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 investment advice you receive from us, you should raise your concerns with the SRA or Legal Ombudsman.

21. Consumer Credit Services

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 is because we are members of the Law Society of England and Wales, which is a designated professional body for the purposes of the Financial Services and Markets Act 2000. 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 consumer credit services you receive from us, you should raise your concerns with the SRA or Legal Ombudsman.

22. Insurance Distribution Activity

We are not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Conduct Authority so that we may 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 authorised and regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/firms/financial-services-register

The Law Society of England and Wales is a designated professional body for the purposes of the Financial Services and Markets Act 2000. 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 you receive from us, you should raise your concerns with the SRA or Legal Ombudsman.

23. Equality and Diversity

We are committed to promoting equality and diversity in all our dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy which is also available on our website.

24. Consumer Contracts Regulations

If the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the Regulations) apply to the contract made between us and the contract is an off-premises contract or a distance contract (as set out in the Regulations) then the following provisions apply.

Right to cancel

You have the right to cancel this contract within 14 days from the day the contract was entered into without giving any reason.

The cancellation period will expire after 14 days from the day the contract was entered into.

To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model cancellation form, but it is not obligatory.

To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

Effects of cancellation

If you cancel this contract, we will reimburse to you all payments received from you.

We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract.

We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

If you requested us to begin the performance of services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation of the contract, in comparison with the full fees for the work we would otherwise have carried out.

25. Applicable Law

Any dispute or legal issue arising from our Terms of Business will be determined by the law of England, and considered exclusively by the English courts.

26. Future Instructions

Any dispute or legal issue arising from our Terms of Business will be determined by the law of England, and considered exclusively by the English courts.