Legal, cookies and privacy
The following terms and conditions govern your use of the Holman Fenwick Willan website. By using the website, you are confirming your acceptance of these Terms & Conditions. Holman Fenwick Willan LLP may amend these terms from time to time.
The content and the opinions expressed on this website have been provided for information purposes only. It should not be relied on as a substitute for specific legal advice on any particular topic. Legal comment is from an English law perspective, unless otherwise stated.
Holman Fenwick Willan LLP cannot take any responsibility for the content of any external sites which are linked to, or any subsequent information resulting from links to and from this website.
Copyright and Reproduction Notice
Unless otherwise stated, the contents of this website are the property of Holman Fenwick Willan LLP and copyright © Holman Fenwick Willan LLP. Reproduction of part or all of the contents of the website pages in any form is prohibited except in accordance with the following exceptions:
Licence to copy for personal use – you may download or print extracts from the website pages (”the material”) for your personal use only.
Licence to Recopy for Limited Purposes
You may forward or recopy the material to individual third parties for their personal use only provided always that:
- You acknowledge the Holman Fenwick Willan website as the source of the material. You must include the acknowledgement and the Holman Fenwick Willan website address (www.hfw.com) in the forwarded or the copy of the material.
- You expressly inform the third parties that these Disclaimer, Copyright and Reproduction Notices apply to them and that they must comply with them.
This licence to forward or recopy does not permit incorporation of the material or any part of it in any other work or publication, whether in hard copy, electronic or any other form. In particular (but without limitation) no part of the Holman Fenwick Willan website pages may be distributed or copied for any commercial purpose.
No part of the Holman Fenwick Willan website may be reproduced on or transmitted to or stored in any other website or other form of electronic retrieval system.
The terms of this Copyright and Reproduction Notice are governed by the law of England & Wales and any dispute arising out of or in connection with the use of any information or materials from this website shall be subject to the exclusive jurisdiction of the High Court of Justice in London.
The cookies we use provide a range of technical services from day-to-day vital operation of the website to anonymous user tracking social media facilities. We have provided a full suite of privacy options for you to manage your cookies. Use the Privacy Settings tab at the bottom of the page to adjust your cookie preferences.
The cookies we use
Used by Google Analytics (http://www.google.com/analytics/) to ascertain whether a web user is a returning visitor or a new visitor. This cookie expires after 2 years.
__utmb and __utmc
Both used in unison by Google Analytics to calculate the duration of your visit to a website. __utmb expires at the end of the session (normally when you close your web browser) and __utmc expires after 30 minutes.
Used by Google Analytics to log where the user came from immediately before they arrive at this website (commonly known as the referrer or referring web page). This cookie expires after 6 months.
Used by AddThis (http://www.addthis.com) allowing site users to share content on third party social media websites. This cookie expires after 2 years.
This cookie is used purely for the smooth technical operation of the website.
Another cookie used for the smooth technical operation of the website. This cookie expires within 20 minutes of leaving the website.
cc_analytics and cc_social
These cookies store the choices you make when modifying your privacy settings in the tab at the bottom of the screen. It does not store personal information about a user, it simply remembers your privacy settings ready for your next visit to the website. Both cookies expire after 1 year.
“Holman Fenwick Willan”, the Holman Fenwick Willan logo and other marks used on the Holman Fenwick Willan website are Holman Fenwick Willan trademarks and may not be used without prior written permission from Holman Fenwick Willan LLP.
Our Commitment to Privacy
Your privacy is important to Holman Fenwick Willan LLP. This privacy statement discloses our information gathering and dissemination practices for this web site.
Any personal information you provide on this website is controlled by Holman Fenwick Willan LLP.
Your Personal Information
Occasionally you will be asked to submit personal information about yourself (e.g. name, e-mail address) in order to receive or use services on our website. Such services may include details of events, newsletters, publications or advice.
By entering your details in the fields requested and pressing “Register” you are consenting to the processing of your information by Holman Fenwick Willan LLP and its agents, in accordance with this data policy. You may also provide personal information to use when you contact us by e-mail, telephone or letter. Whenever you provide this personal information, we shall treat that information in accordance with this policy. Our services are designed to give you the information you have requested. Holman Fenwick Willan LLP will, at all times, act in accordance with current legislation and aim to meet current internet best practice.
Use and Storage of your Personal Information
When you supply any personal information to us, we have legal obligations in the way we deal with that information. We must collect the information fairly. That is, we must explain how we will use it. This Data Policy explains how we will use your personal information.
We will use personal information provided by you or gathered by Holman Fenwick Willan LLP for the following purposes:
- To process and respond to requests, enquiries and complaints received by you.
- To provide services requested by you.
- To communicate with you about services provided to you.
- To update our records.
- To analyse trends and profiles.
- For audit purposes.
- To carry out customer satisfaction research.
- To prevent or detect fraud.
- To recommend products and services we believe will be of interest to you.
- To enable third parties to carry out any of the purposes set out above on our behalf.
If you are notified that your personal information may be used to allow Holman Fenwick Willan LLP to contact you for “service administration purposes”, this means that Holman Fenwick Willan LLP may contact you for a number of purposes related to the service for which you have signed up. For example, we may wish to provide you with password reminders, or notify you that the particular service has been suspended or changed.
We will not contact you for promotional purposes unless you specifically agree at the time you register your information on the site, or at a later time, if you sign up specifically to receive such promotional information.
We will hold your personal information on your systems for as long as is necessary for the purposes set out and we will remove it when the purposes have been met, unless you agree to future communications with us.
The Information we collect
On some pages, you can register to receive materials. The types of personal information collected at these pages are:
- Your Name
- Your Company’s Name
- Your Email address
How to contact us
If you have other questions, would like to see the information we hold about you, or would like to be removed from any of our mailing lists, please contact our Marketing Database department.
Holman Fenwick Willan LLP is a limited liability partnership registered in England and Wales (with registered number OC343361) and is authorised and regulated by the Solicitors Regulation Authority. The firm’s registration number is 509977. A list of members’ names is open to inspection at the registered office, Friary Court, 65 Crutched Friars, London EC3N 2AE. VAT No GB 243 4838 55.
Additional Terms & Conditions of Appointment
The Additional Terms & Conditions of Appointment of Holman Fenwick Willan LLP are available to review below.
- Accepting your instructions
- Holman Fenwick Willan LLP operates through the London, Brussels and Shanghai offices. The Paris office operates through Holman Fenwick Willan France LLP, the Piraeus office operates through Holman Fenwick Willan International LLP, the Dubai office through Holman Fenwick Willan Middle East LLP, the Singapore office through Holman Fenwick Willan Singapore LLP and the Geneva office through Holman Fenwick Willan Switzerland LLP. In addition our Hong Kong and Australian offices remain as separate partnerships as HFW group members. In Brazil, legal services are provided by Holman Fenwick Willan Consultores em Direito Estrangeiro, an HFW group entity licensed by the Brazilian Bar to provide English law consultancy services. In Saudi Arabia legal services are provided by Al-Enezee in association with Holman Fenwick Willan LLP. In Lebanon legal services are provided by EKP in association with Holman Fenwick Willan LLP. In Kuwait legal services are provided by Rula Dajani Law Office in association with Holman Fenwick Willan LLP. In the United States of America legal services are provided by Holman Fenwick Willan USA LLP. In Indonesia legal services are provided by Rahayu & Partners Law Offices in association with HFW operates in Indonesia through the Jakarta office.
- All these Holman Fenwick Willan entities, firms, offices and associated firms are collectively referred to in these Terms and Conditions as the "HFW group members". References in these Terms and Conditions to "we", "us", "our" and "the firm" refer to Holman Fenwick Willan LLP or other relevant HFW group member as appropriate to the circumstances. References to a "partner" are to a member of one of the HFW group members that is a limited liability partnership, or a partner in one of our partnerships operating in Hong Kong or Australia.
- Your instructions are accepted by the HFW group member specified in our letter of engagement or, if no group member is specified, the HFW group member which operates the primary office from which our services to you are provided. Our retainer by you is governed by the terms of our letter of engagement and these terms and conditions. We shall not be obliged to carry out any work outside the scope set out in our letter of engagement. If there is a conflict between our letter of engagement and these terms and conditions, our letter of engagement shall prevail.
- You agree that we may where appropriate and as agent on your behalf engage all or any of the HFW group members for the better performance of our retainer with you. Unless otherwise notified to you, your engagement of any other HFW group member pursuant to this clause is subject to our letter of engagement and these terms and conditions.
- Should you wish to make a claim against the firm you will be entitled to make a claim only against the HFW group member specified in our letter of engagement or, if no group member is specified, the HFW group member which operates the primary office from which our services to you are provided.
- In the event that we engage our Singapore office you should note that HFW Singapore LLP's licence in Singapore does not permit us to advise on Singapore law other than in relation to arbitration proceedings or contracts containing an arbitration clause. However, HFW Singapore LLP and AsiaLegal LLC have, with the consent of the Attorney General of Singapore, entered into a Formal Law Alliance (FLA) under s.130C of the Singaporean Legal Profession Act (Chapter 161) to regulate the provision of legal services to their respective clients and the way in which cases are referred to each other. This FLA will govern the provision of legal services which only Singapore registered solicitors and advocates are entitled to undertake, and which is within the capability and expertise of lawyers or staff members available to the FLA from AsiaLegal LLC. In the event any questions of Singaporean law should arise other than out of arbitration proceedings or a contract containing an arbitration clause, advice on these questions may be provided under the terms of the FLA. All and any work provided by AsiaLegal LLC under the FLA shall be in accordance with the terms and conditions of AsiaLegal LLC, which are available on request.
- Conflicts of interest
- In accepting your instructions we have satisfied ourselves that there is no conflict of interest. Very occasionally a conflict of interest has or may arise or come to light during the progress of a matter. When we become aware that a potential conflict may arise we will notify you immediately. We may feel it necessary to withdraw from the case in such circumstances in compliance.
- Where we work on a matter for you jointly with one or more clients, the rights and obligations of the joint clients will be joint and several.
- We act for a large number of clients, some of which operate in the same industry or sector. Some clients we represent may have, or develop, commercial or legal interests adverse to other clients. You accept that it may be reasonable for us to act for current or future clients who do, or may in the future operate in the same industry sector as you, or who may have or develop commercial or legal interests adverse to yours.
- Where we work on a matter for you jointly with one or more other clients, the rights and obligations of you and the other clients will be joint and several.
- Where we are instructed in a matter in which we have obtained an order for security against a third party and we discover that such security or assets are held by another client of the Firm, we will not be able to serve that order on that client or to act for any of the parties in any dispute concerning the ownership of such security or assets.
- The firm may not be able to act in situations where there is a significant risk of or an actual conflict of interest. If this is the case it will not affect our professional obligations in relation to any future instructions from you or any other client.
- The HFW group members together constitute a large international law firm operating in many jurisdictions and each jurisdiction has its own rules governing conflicts of interest. In structuring our client relationships, we seek the agreement of prospective clients to conflicts principles that do not preclude any of the HFW group members from acting for other clients in matters that are unrelated to our work for the prospective client and that may be adverse to the prospective client. Moreover, the professional responsibility rules applicable in many jurisdictions permit such representation of other clients unless the firm holds confidential information material to the matter on behalf of that client. The conflict rules in certain jurisdictions permit us to take this approach only if both you and the other affected client give their informed consent.
- Accordingly, you confirm that HFW group members may continue to represent or may undertake in the future to represent any existing or future client in any matter (including but not limited to transactions and litigation or other dispute resolutions), even if the interests of that client in that other matter are directly adverse to yours, as long as that other matter is not substantially related either to this matter or to any other future engagements we have accepted from you and provided we implement procedures to protect your confidential information from any disclosure to or use by the other client. You will not raise our representation of you as a basis for disqualifying any HFW group members from representing any other client in such matters.
- Third parties
- Where we are instructed by a third party as your agent, you warrant that the agent has authority to retain us on these terms and to give us instructions on your behalf, and you will use your best endeavours to procure that the agent confirms such authority, if requested by us to do so.
- We owe no duty of care to, and we do not accept any liability to, any third party. If either you or another person specifically requests the right for another person to rely upon our advice, we will consider, but reserve the right to decline, any such request.
- Electronic communications
- We may communicate with you and others using email. This is on the basis that you accept the risks involved including but not limited to the risks of interception of or unauthorised access to such communications and the risks of computer viruses. We do not encrypt, password protect or digitally sign any e-mail or document sent by us unless otherwise requested.
- We will take commercially reasonable measures to check for the most commonly known computer viruses.
- Duty of care and confidentiality
- We aim to provide you with a high quality professional service and we shall comply with all the requirements of our professional supervisory bodies regarding "Client Care". We shall review the progress of your matter and the quality of our service to you on a regular basis and keep you informed and updated as required. In addition we may from time to time, at our own expense, seek an independent assessment of our performance and the quality of our service to you as part of our internal risk management process. Where external consultants, firms or organisations conduct audit or quality checks on our practice they are required to maintain confidentiality in relation to your files. We shall not be liable to you for any costs, claims or other losses incurred by you resulting from unauthorised disclosure of your confidential information due to circumstances beyond our reasonable control.
- Our duty of care to you with regard to any matter shall commence upon receipt of payments requested on account of fees, or in the absence of payment on account of fees being requested, upon receipt of your instructions to advise you in relation to your legal affairs on such matter. Our duty of care will end either upon our confirmation to you that the retainer is at an end or upon delivery of a final bill, whichever occurs first. We shall have no liability to you whatsoever with regard to preliminary exchanges or discussions prior to receipt of your instructions to proceed to act on your behalf unless specifically accepted by us in writing as part of such exchanges or discussions. Our obligation to advise you shall be limited to providing you with advice within the scope of the retainer as accepted by us and notified to you.
- When we receive information confidential to you, we owe you a duty to keep such information confidential. However, where we are instructed by a third party on your behalf, you agree that we may disclose such information to that third party unless and until we are instructed otherwise in writing by you.
- Where we are acting for both the lender and purchaser in a matter, we have a duty to reveal fully to the lender all relevant facts about the purchase and any security.
- Where you have instructed us on the purchase of an asset, we may release funds received from you for this purpose when you give us authority to do so, on the basis that we are unable to guarantee that the seller is in fact the registered proprietor of the asset.
- By agreeing to instruct us on these terms you accept that our provision of legal services to you does not oblige us to disclose to you or use for your benefit any confidential information that we currently have or may obtain in relation to any other client or under this or any other retainer.
- Confidential information imparted by you to any partner, fee earner or other employee of the firm shall be held as confidential by that partner, fee earner or other employee at all times thereafter whether or not you remain a client of the firm. However, such information shall not be regarded or implied as being in the knowledge or possession of other partners, fee earners or employees of the firm.
- A duty of disclosure of documents may also arise in legal and/or arbitration proceedings on which we will provide advice, if applicable.
- When we provide legal advice to you, legal advice privilege may attach to our communications to you related to that advice. However, if you communicate such advice to others within your organisation who are not involved in the giving of instructions or in seeking advice from us, you may lose any existing legal advice privilege.
- Where we hold documents and/or information in respect of which we owe a duty of confidentiality to you and which may be relevant to a matter on which we are instructed by another client, subject to our professional obligations, we may be free to act for that other client. However, we will consult with you as to how we may act for that other client on that matter, for example by putting in place such arrangements as we consider appropriate to ensure that the confidentiality of your documents and/or information is maintained.
- Where we receive information confidential to you, you agree that we may disclose such information to our insurers and brokers pursuant to the terms of our professional indemnity insurance policy and to our own legal and other professional advisers in order to deal with statutory, regulatory or civil proceedings.
- Solicitors are under a professional and legal obligation to keep the affairs of the client confidential. This obligation however is subject to statutory exceptions in certain jurisdictions, which would require us to disclose information in certain circumstances. For example legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain jurisdictions and circumstances to disclose information. In the UK the relevant agency is the National Crime Agency (NCA). Where we know or suspect that a criminal offence has been committed or that a transaction on behalf of a client involves money laundering or terrorist financing, we may be required to make a disclosure of that information to NCA or other relevant authority in any relevant jurisdiction. If while we are acting for you, it becomes necessary to make such a disclosure we may not be able to inform you that it has been made or of the reasons for it. We will not be in breach of our retainer and we will not be liable for any costs, claims or other losses incurred by you resulting from or in connection with our compliance with our obligations under the anti-money laundering and anti-terrorism legislation, whether or not clearance to proceed is given.
- We have a zero tolerance policy to any action which can constitute a criminal offence, for example bribery or corruption. Where we know or suspect that a criminal offence has been committed, we may be required to disclose that information to the relevant authorities.
- Sometimes we ask other companies or people to do work on our files such as translation, printing and document production to ensure this is done promptly. We seek a confidentiality agreement with these outsourced providers where necessary. If you do not want your file to be outsourced, please tell us as soon as possible.
- You are entitled to use and copy all documents created by us for you in the course of our retainer, but only in connection with the retainer for which they are created. Where we provide precedent documents for your subsequent use in agreed circumstances, we accept no responsibility if such precedent documents are subsequently used in different circumstances without our advice or if the law or regulations have changed in any material way. We will be under no obligation to update any such documents or any advice provided by us once the retainer has terminated.
- All copyright and other intellectual property rights in the documents created by us and related in any way to the scope of our work remain our property. We will be free to use the intellectual property in them to give advice to other clients provided we do not breach our duty of confidentiality to you.
- We may store opinions and documents from Counsel and others obtained in relation to your matter in our computer system to enable us to provide prompt and efficient legal advice. We will ensure that the system is secure, that confidentiality is maintained, and that we comply with any data protection regulations and the implied undertaking of confidentiality on disclosure of documents.
- Payment of our fees and expenses
- As our client you are responsible for paying our fees. Unless otherwise agreed, and subject to clauses 9.2 and 9.3:
- all bills, including interim bills and interim statute bills, must be paid in full on presentation;
- we may send you regular interim bills or interim bills which are a final account of our fees for the work done during the period to which they relate (known as interim statute bills);
- interim statute bills are not final accounts in relation to disbursements that we have incurred on your behalf. Further bills will be rendered for subsequent periods on the same basis and we will send you a final bill after completion of the work;
- we may bring legal proceedings on interim, interim statute and final bills which we have delivered as appropriate in the relevant jurisdiction;
- we reserve the right to exercise a lien over any monies which we hold on your behalf in respect of unpaid bills;
- we may apply any client account funds held on your behalf to the settlement of outstanding bills on this or any other matter on which we are instructed by you; and
- where we act for more than one client in relation to a matter you agree that each client will be jointly and severally liable for our charges.
- We may at any time need to raise enquiries as to the sources of your funds and that of any other party involved in the matter.
- If you have a query about a bill, you should contact the partner in charge of the matter at once. For retainers concluded with the London office of Holman Fenwick Willan LLP or with Holman Fenwick Willan Switzerland LLP, you may also be entitled to apply to the court for an assessment of the bill under Part III of the Solicitors Act 1974.
- Where you ask us to provide information for the purpose of your annual audit then if our response takes more than 2 hours to prepare we shall be entitled to charge you for the time spent at the hourly rates set out in our letter of engagement.
- For retainers concluded with the Brussels, London and Shanghai offices of Holman Fenwick Willan LLP, Holman Fenwick Willan Middle East LLP, Holman Fenwick Willan International LLP, Holman Fenwick Willan Singapore LLP and the Holman Fenwick Willan Hong Kong Partnership we reserve the right to charge interest on unpaid bills at 8% per annum and to terminate our retainer or temporarily cease working on this or on any other matter in which we act for you if any bill for any HFW group member remains unpaid for 30 days after it has been sent to you.
- For retainers concluded with Holman Fenwick Willan France LLP interest will be charged and payable in accordance with French law. We reserve the right to terminate our retainer or temporarily cease working on this or on any other matter in which we act for you if any bill for any HFW group member remains unpaid for 30 days after it has been sent to you.
- For retainers concluded with Holman Fenwick Willan Switzerland LLP we reserve the right to charge interest on unpaid bills at 5% per annum and to terminate our retainer or temporarily cease working on this or on any other matter in which we act for you if any bill for any HFW group member remains unpaid for 30 days after it has been sent to you.
- In the case of retainers concluded with the Holman Fenwick Willan Australia Partnership, if any bill remains unpaid 30 days after the date we have sent it to you, we reserve the right to charge interest on the amount unpaid at the rate fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic) or Clause 195 of the Legal Profession Uniform Law 2014, or Reg 79 of the Legal Profession Regulations 2009 (WA), whichever is applicable, calculated from the end of that 30 day period until the amount is paid and to terminate our retainer or temporarily cease working on this or on any other matter in which we act for you if any bill for any HFW group member remains unpaid for 30 days after it has been sent to you. This interest rate is subject to change but is currently fixed at 10%. In Western Australia the rate is no more than 2% above Cash Rate Target.
- You must pay our fees and expenses without deduction or set off and (except for bills issued by Holman Fenwick Willan International LLP to any party tax resident in Greece), free of any withholding or deduction in respect of any taxes or duties. If you are required by law to withhold or deduct tax, the amount of each bill must be treated as increased to the extent necessary to ensure that, after any withholding or deduction, we receive and retain a net sum equal to the amount of the bill.
- In the case of retainers concluded with the Rahayu & Partners in Association with HFW, if any bill remains unpaid 30 days after the date we have sent it to you, we reserve the right to charge a penalty on the amount unpaid at the rate of 2% per annum.
- As our client you are responsible for paying our fees. Unless otherwise agreed, and subject to clauses 9.2 and 9.3:
- Disbursements and other charges
- We charge at cost for disbursements such as travelling expenses, accommodation, phone calls and faxes, video conference calls, couriers, stamp duty, court fees, filing or registration fees, search fees, CHAPS, international electronic payments and external photocopying and printing. VAT, TVA or GST is added where applicable.
- Internal printing (including binding), photocopying and other administration costs are charged at rates determined by us and contain an element of profit. Our current charges are available on request.
- Where we engage other professional advisers or service providers such as counsel, overseas lawyers, expert witnesses, surveyors, technical consultants and translators on your behalf, we do this as your agents and you will be responsible for payment of their fees, charges and expenses in addition to our own. In accordance with standard commercial practice you hereby agree to be bound by the terms and conditions of the professional advisers or service providers instructed by us on your behalf. We shall forward such terms and conditions to you upon request and, unless you inform us to the contrary promptly upon receipt of such terms, we shall be entitled to conclude that you accept that such terms of business are reasonable. Where such terms impose a requirement to pay interest in the event of late payment you will reimburse us in respect of such interest and in addition you will be responsible for all sales, value-added or other taxes (such as VAT, TVA or GST) payable on such fees if any. We reserve the right to invoice you in the foreign currencies in which the fees and expenses were incurred.
- For retainers concluded with Holman Fenwick Willan Australia Partnership amounts payable to us or to third parties engaged by us on your behalf exclude Goods and Services Tax (GST). In addition to our fees and disbursements, you must pay GST at the prevailing rate on those amounts (if applicable). Our bill will contain details of the GST charged.
- Payments on account and payment of disbursements
- We may ask for payments on account of our fees, disbursements and expenses. We shall be entitled not to start or continue work or incur any expenses for which you are responsible until you have placed us in funds beforehand as requested.
- When acting on insured matters, we often hold funds on matters on account. In accordance with market practice, we will not use any funds held on account of fees and disbursements without the lead insurer's or the relevant broker's specific prior approval of an invoice(s) with the final decision as to the order such payments are then made resting with the supervising partner. In instances where only partial funding has been received for settlement of our invoice(s), we will generally only apply these partial funds, at our discretion, when we conduct our monthly review of fund balances generally and /or a material sum has been collected making it economic for us to apply the funds in settlement in accordance with our internal procedures.
- Any money received on your behalf will be held in our client account. Subject to local laws where appropriate, we will pay you interest on money we hold for you in our client account calculated by reference to the amount held, the period for which it is held and the access required. We will pay interest only if the amount exceeds £50. A copy of our interest policy is available on request. No interest is payable on monies deposited in France which are held in a special account with the Caisses des Reglements Pecunieres des Avocats.
- We may seek identification evidence from any party to which you ask us to make payments or where you ask us to accept payments from them on your behalf. We may need to hold funds provided by you or on your behalf pending consent from appropriate authorities.
- For retainers with the Holman Fenwick Willan Australia Partnership you authorise and direct us to pay any money we receive on your behalf directly into our trust account (unless otherwise directed); and to draw on that money to pay any amount due from you to us. Money paid into our trust account will become subject to the laws the state of the Australian office to which the money was paid. No interest is payable on money in our trust account as we do not receive any interest from our bankers.
- Liability for the costs of another party
- In any legal or arbitration proceedings the court or tribunal may order the other party to pay some of the fees and expenses incurred by you. However, you will remain responsible to us for payment of our charges.
- In some circumstances the court may order you to pay all or contribute to the other party's legal fees and expenses, for example if you lose all or part of the case. Such fees and expenses would then be payable by you, in addition to our charges.
- Charging and funding information including liability for costs of another party
- In contentious matters you may already have, or it may be possible to obtain, insurance which may cover the fees and expenses incurred by you and your liability, if any, for a third party's costs (before or after the event insurance). We will discuss this possibility with you, should you wish.
- There are other funding options which may be available including conditional fee agreements or damages based agreements which we can discuss with you at your request without any obligation on our part.
- Termination/Storage of papers and documents
- You may terminate your instructions to us in writing at any time.
- We reserve the right to cease acting for you either temporarily or permanently by giving you reasonable notice in certain circumstances, such as where you do not pay an interim bill or interim statute bill on this or on any other matter in which we or any HFW group member act for you; or you do not comply with a request for payment on account or agree a costs budget for submission to the court; or you fail to provide us with proper or adequate instructions about the conduct of the matter; or there is a serious breakdown in the relationship between us including your failure or refusal to accept our advice; or in order to adhere to the Solicitors Code of Conduct or other relevant rules governing professional ethics.
- We reserve the right to cease acting for you immediately:
- where we are instructed by any competent authority that we should cease to act for you;
- or we suspect that you or any third party connected with you or the matter on which we are instructed is involved in any criminal activity for example bribery or corruption or in activities proscribed by the UK Proceeds of Crime Act 2002 or the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) in the States of New South Wales, Western Australia and Victoria or all Ordinances in Hong Kong relating to money laundering and drug trafficking or any laws or regulations of the Republic of Indonesia or analogous legislation in the country in which a relevant HFW group member operates; or
- if acting for you or receiving and/or holding funds from you or from any person on your behalf or using such funds on your behalf for payment of our invoices or making such disbursements as are necessary in the course of providing our services would be in violation of, inconsistent with, or expose us to the risk of infringing any trade sanctions, foreign trade controls, export controls, non-proliferation, anti-terrorism, anti-money laundering or similar laws.
- If we cease to act for you pursuant to this clause 12:
- we will not incur any liability to you or to any third party instructed on your behalf, to whom you shall remain responsible, as a result of ceasing to act for you;
- we will remove our name as your legal representatives from the court record in any court proceedings;
- you will receive a final account (including all outstanding legal fees and disbursements);
- you must pay our fees for work and expenses incurred up to the time we cease to act.
- To the extent permitted by law we reserve the right to exercise a lien over any monies which we hold on your behalf and to retain your papers and documents whilst there is money owing to us.
- We may send you general information on legal developments without charge or include you in our general mailings after we cease to act for you. This is independent of any retainer we have or may have with you and is as a gesture of goodwill.
- We have your authority to destroy the papers and documents and our file after 7 years from completion of the work or the date we cease acting for you, unless we have agreed a longer period with you in writing.
- It is your responsibility to collect from us any documents you need to keep for tax or other purposes.
- All personal information relating to clients of our firm world-wide and to others with whom we have professional dealings is held and processed by us in accordance with your instructions, applicable data protection legislation and the rules of any regulatory body with jurisdiction over us and our duty of confidentiality. We may make such information available to other HFW group members around the world and we will take all reasonable steps to ensure that such information is held on the same terms of confidentiality and applicable data protection legislation and the rules of any regulatory body with jurisdiction over them.
- We use the information you provide primarily for the provision of legal services to you and for related purposes including updating and enhancing client records, analysis to help us manage our practice, statutory returns, legal and regulatory compliance and for marketing purposes. Our work for you may also require us to give information to third parties such as expert witnesses and other professional advisers.
- Where information is required to be disclosed by law, we shall comply with legal requirements.
- Unless otherwise agreed we may disclose to third parties that you are or have been a client. We may also disclose to third parties that we are or have acted for you on a matter if information about that matter is in the public domain or you specifically consent to that disclosure.
- Individuals have a right of access under data protection legislation upon written request to any personal data that we may hold about them.
- Limitation to exclude indirect or consequential loss and matters beyond our control
- We will not be liable to you for any indirect or consequential loss. That is to say, we will not be liable to you for any loss or damage caused by any breach of duty or negligence on our part except loss which is directly caused by that breach. This exclusion of liability does not apply to retainers concluded with the Holman Fenwick Willan Australia Partnership.
- We will not be liable to you for any failure to perform or delay in performing any of our obligations to the extent that the failure or delay is caused by circumstances beyond our reasonable control including but not limited to telecommunications failure, power supply failure, terrorism and computer breakdown.
- Limitation of liability
- Subject to clause 15.6, the joint total liability of HFW group members to you for all claims or losses caused by any one or more of the HFW group members arising out of any one or more breach of any one retainer or for any negligent act or omission in connection therewith shall not in any circumstances whatsoever exceed in total the sum of £50,000,000 (fifty million pounds Sterling). This limitation does not exclude or limit our liability for fraud or for reckless disregard of professional obligations or liabilities which cannot lawfully be excluded or limited.
- Where we consider it necessary to engage any professional adviser or other service provider as provided at clause 8.3 above we shall normally consult with you before making the appointment. Whilst we will exercise reasonable care in the selection and instruction of such appointees, we do not accept any liability for advice given or services provided by any such professional adviser or service provider engaged on your behalf.
- Where we are jointly liable to you together with another adviser or third party for any loss suffered by you, our liability to you shall be limited to the proportion of your loss caused by us and for which we are to blame and shall not be increased by reason of any inability to pay or limitation of liability imposed by such other adviser or third party and provided always that our overall liability to you shall in any event be limited as provided by clause 15.1.
- You will not bring any claim against:
- any of our members, partners or employees or those of any HFW group members personally, or
- any service company or its employees owned or managed by any of the HFW group members each of whom shall be entitled to the benefit of this clause 15.4 under the UK Contracts (Rights of Third Parties) Act 1999 or similar legislation applicable in the relevant jurisdiction.
- Should assistance from Holman Fenwick Willan Consultores em Direito Estrangeiro be required, Holman Fenwick Willan LLP will source this for you on its own behalf as part of its work for you, for which it will assume legal responsibility subject to the other terms and conditions here set out. You will not be a client of Holman Fenwick Willan Consultores em Direito Estrangeiro, and neither it nor any of its partners, members, officers, employees or consultants will assume legal responsibility to you for the assistance it provides Holman Fenwick Willan LLP. Clause 15.4 above applies to work done by Holman Fenwick Willan Consultores em Direito Estrangeiro, and you will not bring any claim against it or any other HFW person in respect of such work but only against Holman Fenwick Willan LLP.
- This clause 15 shall have effect only so far as it is not prohibited by the law of the relevant jurisdiction or under the rules of any regulatory body having jurisdiction over us.
- This clause 15 shall survive any termination of our engagement.
- Financial Services in the UK
- We are not authorised by the Financial Conduct Authority but we may provide certain limited investment advice services where these are closely linked to the work we are doing for you, because we are members of the Law Society of England and Wales.
- We are included on the register maintained by the Financial Conduct Authority so that we may carry out certain insurance mediation activity. This part of our business, including arrangements for complaints and redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website at http://www.fsa.gov.uk/register/epfSearchForm.do
- The Law Society 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 function. The Solicitors Regulation Authority is the independent regulatory body of the Law Society and the Legal Ombudsman deal with complaints against lawyers. You should raise any concerns about any investment or insurance advice you receive from us with either of those bodies.
- Consumer Protection in the UK
- The UK Consumer Protection (Distance Selling) Regulations 2000 as amended confer protection on consumers (i.e. individuals acting outside their business purchasing services at a distance, e.g. by telephone, fax, email but not face to face). If you are a consumer and your instructions to us have not been given at a face-to-face meeting, you would generally have the right under the Regulations to cancel those instructions, without any cost to you, within seven working days of those instructions being received by us. If we reasonably consider that the matter is urgent and that to protect you we need to start our work immediately, and then you exercise the right to cancel under the Act, we are entitled to be paid for the work we have done.
- Assignment and third party rights
- We may assign all rights and liabilities relating to our agreement with you to any partnership or corporate body which succeeds to the whole or substantially the whole of the business of the partnership of the relevant HFW group member and you agree to accept performance of our obligations under this agreement by such assignee in substitution of performance by us. Subject to this, neither of us may transfer or assign this agreement to any third party without the consent of the other.
- Subject to clause 15.4 no person (other than the client to whom we have provided services under our letter of engagement) shall derive any benefit or have any right or entitlement in relation to this agreement by virtue of the UK Contracts (Rights of Third Parties) Act 1999 or otherwise. The consent of any person who is not a party to this engagement is not required to rescind, suspend, vary or terminate this engagement at any time.
- Complaints procedure
- Any complaint or claim against the firm shall be dealt with in accordance with our Complaints Procedure, a copy of which will be sent to you upon request.
- If you have any complaint about the advice or service given to you by our firm or our bill, we ask you to contact the partner specified in our letter of engagement who will ensure that our Complaints Procedure is followed in an endeavour to resolve the matter amicably.
- If you are not satisfied with our handling of your complaint and you are a member of the public, a very small business, a charity, a club or trust then the Legal Ombudsman may consider your complaint. The rules for making your complaint, including most importantly time limits for making your complaint (normally but not exclusively within six months of receipt by you of our final written response to your complaint) are available at www.legalombudsman.org.uk. The address of the Legal Ombudsman is P.O. Box 6806, Wolverhampton WV1 9WJ.
- Equality and Diversity
- Our Equality and Diversity Statement can be found on our website at www.hfw.com/Diversity.
- PI Insurance
- We maintain Professional Indemnity Insurance cover as required by the Solicitors' Indemnity Insurance Rules 2006 on a worldwide basis with QBE Insurance (Europe) Limited which can be contacted at www.qbeeurope.com .
- Our regulation
- We are authorised and regulated by the Solicitors Regulation Authority and are subject to the Solicitors Code of Conduct 2011 which may be viewed at http://www.sra.org.uk/rules/. Holman Fenwick Willan LLP is a limited liability partnership registered in England and Wales (with registered number OC343361) and is authorised and regulated by the Solicitors Regulation Authority. The firm’s registration number is 509977. A list of members’ names is open to inspection at the registered office, Friary Court, 65 Crutched Friars, London EC3N 2AE. VAT No GB 243 4838 55.
- Law and jurisdiction
- Save as provided in clauses 24 to 29 below and elsewhere in this retainer, this retainer and any non-contractual obligations arising out of or in connection with it are governed by and construed in accordance with English law.
- If any complaint, claim, dispute or difference concerning our retainer arises in connection with this agreement or from any matter arising from this agreement which cannot be resolved between us or in accordance with our Complaints Procedure, both parties agree to mediation which, save for retainers concluded with the Holman Fenwick Willan Australia Partnership, shall be in accordance with the CEDR Model Mediation Procedure and in the case of the Holman Fenwick Willan Australia Partnership shall be in accordance with the mediation procedure of The Law Institute of the State of Victoria. Any dispute or difference relating to professional ethics or legal fees in France shall be submitted to the Bâtonnier of the Bar with which the lawyer in charge of the matter is registered.
- Without prejudice to any right to seek interim relief, in the event that a claim, dispute or difference has not been resolved within sixty days after the appointment of the mediator, or if no request is made to refer the dispute to mediation, the dispute will be referred to arbitration to be conducted in the English language in London in accordance with and subject to the provisions of the Arbitration Act 1996 or any statutory modification or re-enactment for the time being in force before a sole arbitrator nominated by the Head for the time being of Essex Court Chambers, or any set of chambers into which this set has merged, and in the absence of such set, a member of such other chambers as the Chairman for the time being of the Bar Council of England & Wales nominates. The decision of the arbitrator will be final and binding on the parties and not subject to appeal and may be entered and enforced in any court having jurisdiction.
- Without prejudice to clause 23.2 and 23.3 above, the commencement of a mediation or an arbitration will not prevent us commencing, continuing or joining court proceedings in respect of any claims which we might have concerning this agreement or any disputes or differences arising from it in any court of competent jurisdiction.
- If any clause (or part of any clause) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable in the jurisdiction in which this retainer was concluded, that clause or part-clause shall be deemed not to form part of this retainer, and the validity and enforceability of the other provisions shall not be affected.
- Law and Jurisdiction: for retainers concluded with Holman Fenwick Willan France LLP
- This retainer and any non-contractual obligations arising out of or in connection with it are governed and construed in accordance with the laws of France and the rules and customs which govern the legal profession in France in particular the national internal regulations for the legal profession (règlement intérieur national de la profession d'avocat (RIN)).
- Unless otherwise agreed or if mediation as provided in clause 23 above is not successful any claims, disputes or differences concerning our retainer or any matter arising from it shall be submitted to the Tribunal de Grande Instance.
- Jurisdiction: retainers concluded with Holman Fenwick Willan Middle East LLP only
- Without prejudice to clause 23 you hereby agree that any claims which we might have against you concerning this agreement or any disputes or differences arising from it may at our option also be submitted by us to any court within the UAE or any other court of competent jurisdiction.
- Law and Jurisdiction: retainers concluded with Holman Fenwick Willan Hong Kong Partnership or Shanghai office of Holman Fenwick Willan LLP only
- This retainer shall be governed by and construed in accordance with the laws of Hong Kong.
- If mediation as provided in clause 23 above is not successful you hereby agree that the Courts of Hong Kong shall have exclusive jurisdiction in relation to any claims which you may have against us concerning this agreement and any disputes or differences arising from it.
- Without prejudice to the foregoing you hereby agree that any claims which we may have against you concerning this agreement or any disputes or differences arising from it may at our option be submitted by us to:
- The jurisdiction of the Court of First Instance of the High Court in Hong Kong or any other court of competent jurisdiction; or
- Arbitration in accordance with the UNCITRAL arbitration rules as at present in force. The appointing authority shall be the Hong Kong International Arbitration Centre. The number of arbitrators shall be one. The place of arbitration shall be Hong Kong. The language to be used in the arbitration shall be English.
- Law and jurisdiction: retainers concluded with the Holman Fenwick Willan Australia Partnership only
- This retainer and any non-contractual obligations arising out of or in connection with it are governed and construed in accordance with:
- For the Melbourne office, the laws of Victoria and the legislation and regulations which govern the legal profession in Victoria, in particular the Legal Profession Uniform Law 2014.
- For the Sydney office, the laws of New South Wales and the legislation and regulations which govern the legal profession in New South Wales, in particular the Legal Profession Uniform Law 2014.
- For the Perth office, the laws of Western Australia and the legislation and regulations which govern the legal profession, in particular the Legal Profession Act 2008.
- Notwithstanding clause 27.1, you have the right to:
- Enter into, under the corresponding law of another State or Territory, an agreement with us that the corresponding law of that jurisdiction applies to this matter; and
- Notify us under the corresponding law of another State or Territory (and within the time allowed by such corresponding law) that you require the corresponding law of that jurisdiction to apply to this matter.
- This retainer and any non-contractual obligations arising out of or in connection with it are governed and construed in accordance with:
- This retainer and any non-contractual obligations arising out of or in connection with it are governed and construed in accordance with:
For the Texas office, the law of the State of Texas. Any disputes arising out of or connected with this agreement (including, but not limited to the services performed by any attorney under this agreement) shall be submitted to binding arbitration in Harris County, Texas, in accordance with appropriate statutes of the State of Texas and the Commercial Arbitration Rules of the American Arbitration Association except, however, that this does not apply to any claims made by the firm for the recovery of its fees and expenses.
- This retainer shall be governed by and construed in accordance with the laws of the Republic of Indonesia and the legislation and regulations which govern the legal profession in the Republic of Indonesia, in particular the Law of the Republic of Indonesia No.18 of 2003 regarding Advocates.
- If mediation as provided in clause 23 above is not successful you hereby agree that the District Court of South Jakarta of the Republic of Indonesia shall have exclusive jurisdiction in relation to any claims which you may have against us concerning this agreement and any disputes or differences arising from it.