Terms of Business (Part 1)
Our terms of business are set out in any letters or emails sent to you at the start of the retainer (as updated and notified to you on any change of circumstances from time to time) together with the terms of business set out below.
The Nature of our Business: Ccall provides company commercial legal advice for businesses. However, Ccall is not a firm of solicitors and is not regulated by the Solicitors Regulation Authority (SRA). Ccall does not provide any services specifically reserved for SRA regulated entities or individuals. Consequently, the SRA’s rules and procedures do not apply directly to Ccall nor are any of its procedures or protections available to you. We draw to your specific attention the information at the end of Part 1 of these terms below relating to Insurance, the Compensation Fund and the Legal Ombudsman which do not apply to Ccall’s clients.
Your Objectives: We will confirm our understanding of your particular objectives as communicated to us by letter or email on an individual basis.
Professional Adviser acting and Capacity: David Pollacchi, formerly a partner in a West End firm of Solicitors, will be the individual providing advice on behalf of Ccall. Mr Pollacchi personally holds a Practising Certificate issued by the SRA and this enables him to act as a Solicitor if he is providing services through a SRA authorised organisation to its clients or inhouse to an unauthorised organisation. However, Mr Pollacchi is not acting in his personal capacity as a Solicitor when providing the non-restricted activities provided to you by Ccall. Neither Ccall nor Mr Pollacchi provide any ‘reserved activities’ are defined by the SRA. Please note that all advice (including preliminary advice and whether charged for or not) is subject to Ccall’s terms of business on this website which include limitations on liability as set out below. All advice is provided by Ccall and not by Mr Pollacchi or any other individual personally through whom the advice is communicated.
Scope of Retainer: The scope of each matter or project on which we are instructed will be set out in a specific letter, email or other communication issued at the time confirming your instructions. In the case of a general retainer, where we maintain a file for miscellaneous matters and advice, Ccall may advise on a variety of issues where we are competent and able to do so. We will provide our services as agreed with you from time to time. Either party may terminate a general retainer on giving not less than one months’ notice in writing to the other. Specific retainers may be terminated by simple notice from us or by you provided that you will be responsible for our fees in finishing urgent work in progress and handing over to new advisers.
Our Fees: We charge for our services on the basis of the various factors set out below but principally on the basis of the time spent and the value of the transaction. Our hourly rate is £450 plus vat.
Next Action: We will notify you what we intend to do next after accepting your instructions.
Service Level: We will aim to provide our services so far as possible at your office or premises and you must make available to us suitable facilities including internet access to enable us to do so. We will deal with letters and other communications in a reasonable timeframe but it often takes time to consider and determine the appropriate response. We will deal with matters as the circumstances dictate including working at times from our own premises. Please note that in the interests of the environment and in keeping costs down any completion bibles (usually only prepared on corporate transactions) will be produced in electronic format. We no longer produce hardcopy bibles.
Costs Benefits Analysis: As with any matter we need to consider if the costs involved justify the proposed action to be taken. We will do this on a one-off basis for one-off instructions and on an on-going basis as appropriate where we work on an ongoing retainer basis.
Paying for our Services: You need to consider at the outset how you will meet our fees. You should check if you have any legal expenses insurance which might cover your legal costs. Sometimes legal expenses cover is part of policy taken out for other purposes so you should check carefully and also speak to your insurance brokers for advice before incurring costs with us. Your insurers, should you have them, may require you to use a firm on a panel approved by them only. Our fees must be settled from your own resources or banking facilities available to you and it will be for you to make a claim in respect of any insurance in place..
Our Responsibilities: We will act in your best interests subject to any general or specific duties to the Courts and any other laws requiring disclosure principally in relation to anti-money laundering reporting obligations. This is dealt with more fully below. We will seek to explain the risks and benefits of taking the proposed actions and we will give you our best advice about settling negotiations and whether or not to accept any proposal or offer of settlement of any disputes. We will seek to provide an excellent standard of service.
Your Responsibilities: You must give us clear instructions at the start of and throughout this retainer to enable us to do our job properly and in accordance with any appropriate time limits. You agree not to ask us to do any work in an improper or unreasonable way nor to deliberately mislead or withhold relevant information. You must cooperate with us, respond promptly to requests for information and carry out your role in the matter in a thorough, proper and accurate way. We will rely on you to provide clear, precise and complete information and any failure to do this or to do so on time could seriously affect the outcome, the cost and the timescale in which we aim to do this work. The same applies to others involved who do not cooperate.
Exclusions, Limitations on Liability, Insurance and Electronic checks and References: We specifically draw your attention to (a) the exclusions and limitations set out in Part 2 of our terms of business which limit our liability to you, (b) our professional indemnity insurance covers claims up to £1,000,000 for each and every claim and (c) the right to make electronic checks about you to verify your identity, address and which may provide credit reference information.
Designated Representative: To enable us to proceed efficiently and to know from whom we may take instructions we ask you who is to be your designated representative and any other person from whom we are entitled to take instructions and thereafter we will be entitled to take all our instructions from that person or persons without reference to any others unless you tell us otherwise in writing.
Agreement to our Terms and Conditions: Your continuing instructions will amount to your acceptance of our terms of business. Nonetheless, we will ask you to print off, sign, date and return a hard copy of your specific retainer letter to which these terms will be incorporated by reference although these terms will apply whether you do so on not unless you write to us specifically rejecting them or any of them and we agree to accept that variation in writing.
Complaints: We are committed to providing high-quality advice and service. If you are unhappy about any aspect of our service (including any of our bills) then you are entitled to complain. Specific details of how and to whom you may complain are set out in the last paragraph of part 2 of our terms of business below
Insurance: Ccall’s professional indemnity insurance cover is for £1m and extends to Ccall’s Services as set out in this website. Firms regulated by the SRA by contrast are required to have compulsory minimum levels of insurance which are higher at £3m for ‘alternative business structures’ and partnerships that are limited companies and £2m for all other entities including sole practitioners. As an unregulated firm, Ccall is not required to meet the SRA’s Minimum Terms and Conditions. If you need any further explanation then please raise this with us.
Compensation Fund: The SRA operates a compensation fund that can make payments to eligible people (a) whose money has been stolen or not been accounted for by a regulated person and (b) who have suffered a loss for which a regulated person should have been insured under the SRA’s rules, but was not. The compensation fund is funded by contributions from individuals and firms the SRA regulates. As Ccall is not regulated by the SRA, this does not apply to you and you will not be able to make a claim on the SRA’s Compensation Fund. Please note that we don’t hold client money in any event.
Legal Ombudsman: If a client of a firm regulated by the SRA has a complaint and the client has not received a satisfactory response within eight weeks of making the complaint then such client can submit a complaint to the Legal Ombudsman. This service does not apply to clients of Ccall as it is not regulated by the SRA.
Terms of Business (Part 2)
Scope of the retainer, other advisers and limitations: The law is a highly complex set of interacting and changing rules which vary depending on very specific circumstances. No one knows all the law or its effect in all circumstances. We will advise only on the matters set out in our retainer letter or subsequently confirmed to you in writing. We will not advise on any matters reserved by law to practising solicitors principally litigation, advocacy, conveyancing, probate and immigration work). Nor shall we advise on taxation, accountancy, financial, valuation, planning, environmental or any areas other than as set out in writing to you and you should seek advice on all areas that we are not advising on from your tax, accountancy, financial, valuation, planning, architectural, building and other advisors as appropriate. We do not advise on the commercial or financial wisdom of particular transactions. You may not rely on us for any advice on tax, accountancy, financial, investment, planning, architectural, building or commercial issues. If you are in doubt at any stage on whose advice you are relying then please raise it with us at the time. You must provide to us promptly all factual information, materials and documents that we require to carry out the services we have agreed to provide. We will not be responsible for any delay on your part or others whether instructed on your behalf or not in doing this.
Basis and terms of our charges: Our charges are calculated mainly by reference to the value of the transaction and the time spent on it. We believe that in most cases this is the fairest way to set our charges. The hourly rate for Mr Pollacchi is £450 plus vat. We review our fees with effect from 1st January in each year. In circumstances where we agree to a retainer based on a daily rate, this is on the assumption of a 7-hour working day. As well as the time factor, there are additional matters which we take into account which include the complexity, difficulty and urgency of the matter as well as the value of the transaction to you and the risk factor for us. Our charges are exclusive of disbursements/expenses that we incur on your behalf and you will be responsible for Counsel’s fees, should it be agreed that we will instruct Counsel on your behalf, vat (at the relevant rate) and other taxes. We record our time in units of 6 minutes each. This may include taking your initial and subsequent instructions, opening files, dealing with our legal obligations and our obligations under all relevant anti-money laundering rules and regulations and any other obligations imposed on us; preparing for and attending meetings with you and/or others, dealing with post-meeting matters, making appropriate attendance notes of meetings, telephone calls and other situations as appropriate, considering your instructions as the matter progresses, reassessing your instructions at appropriate times, reading, researching, considering, discussing internally as appropriate, considering suitable Counsel and other advisers, preparing instructions to Counsel and others, working with Counsel and other advisers; attending Court (but not in the capacity as a solicitor) and all mediation and similar bodies on your behalf; drafting, amending drafts, updating, preparing and working on papers; making and receiving telephone calls, emails, faxes, letters and text messages and other communications from you and to you and others; negotiating where appropriate on your behalf and reporting to you by telephone, letter, fax, email etc and in person as appropriate; undertaking searches and considering and acting on the results; preparing for exchange of contracts and other significant events and attending at and completing transactions for you; dealing with all post exchange of contracts and completion matters, dealing with financial matters, preparing spreadsheets, reporting to you and shareholders where appropriate, dealing with all post completion matters including preparing bibles where appropriate; reviewing files and finalising and archiving for future retrieval; preparing detailed costs estimates, billing and providing detailed breakdowns and narratives; time spend travelling away on your behalf; Sometimes we may arrange for persons not employed or retained directly by us to do work on our behalf and in such case you will be charged at the rates which would have applied had we done the work ourselves. If you ask that we start work immediately or to take urgent action before we have had the chance to open a file and send a retainer letter to you the terms set out in this retainer letter will apply from the point of your initial instructions even though they are not sent to you until later.
Photocopying, charges, searches and other services etc: We reserve the right to add 3.5% of our fees to each bill as a contribution to the costs of copying, colour copying, postage, telephones, faxes, electronic communications and petty incidentals. In addition, if copying is substantial, we make a specific charge for photocopying on a usage basis including a profit element. If you instruct us at any time (including at the end of the retainer or subsequently) to forward any of the files we have worked for you to another contracts provider or to solicitors or to you or any other person you now irrevocably agree and consent to us making copies for retention for audit and professional purposes. In such event you will be responsible for all retrieval costs, copying and courier charges at our rates at that time (including a profit element) and these must be paid in full prior to us releasing the files.
Searches and other work: We may instruct agents to provide searches and other services to enable us to carry out our work. Where we instruct third parties to provide services you will be responsible for their costs which will be added to your bill as disbursements. We can provide certain online searches and services which were previously carried out by third parties. Where we provide these various services (either directly or through any third-party providers), the charges for these include a profit element in addition to the charges levied directly by the providers. These will be shown in your bill under the fees section and we will absorb the costs of the outlays which you would otherwise have been charged for.
Estimate of costs: It is often difficult (and sometimes impossible) to give an accurate estimate of costs on much of the work that we do. Much depends on how negotiations go, how many times a structure changes, any issues or problems that arise and the attitude and approach of the parties and their advisers. All estimates are based on those involved cooperating and a willingness to reach an agreement. Sometimes costs are incurred unnecessarily simply because either our client or the other parties (or their advisers) do not devote sufficient time to the project or fail to respond promptly or fully and accurately. Any estimates are also based on the transaction proceeding at a reasonable rate during normal office hours, that it will be completed by the date specified in the retainer letter and the parties being available to attend meetings and completion. Any projected completion dates are very important and if we do not complete by then the costs will almost certainly be higher and possibly significantly higher. Jobs that run on and take a substantial time to resolve invariably involve more expense and the longer the delays the greater the likely costs.
Additional costs: We reserve the right to charge additional fees for work done outside normal office hours. Where parties are unable to attend meetings or completion then additional costs are invariably incurred. These can be material depending on how many people are affected and their availability by telephone, online and electronic means. Physical attendance at completion is much preferred in the interests of keeping the costs of completing down. These additional costs can usually be avoided by the parties simply being available to complete their transactions.
Abortive costs: If for any reason the matter does not proceed to completion you will be responsible for the costs incurred, disbursements and vat until the point it is abandoned plus any clear-up on a time basis.
Payment on account, unpaid bills and termination of the Retainer by us: We will normally ask clients to make a payment on account of anticipated costs and disbursements at the outset. Whether we do so or not in any particular case we may subsequently ask you to make a payment on account or further payments on account as the matter progresses. If we do ask you to make a payment on account (or further payments on account) and they are not paid promptly or any of our bills on this or any other matters are outstanding, then we reserve the right to stop acting for you at that stage should you not make the payment or further payments on account requested or settle any outstanding bills.
Outsourcing: We sometimes outsource certain aspects of our work, principally the provision of searches and some typing. We might also in appropriate circumstances outsource photocopying, costing, research work or preparation to assist your matter. Information from your file in these circumstances may, therefore, be made available to others although we will always seek to obtain obligations of confidentiality from such third parties to whom any work is entrusted.
Settlement of our fees and interest: We reserve the right to issue regular interim and/or final bills (being final in a technical sense meaning bills for specific periods of time or for specific advice or activities) as we decide on the matter as it progresses and we reserve the right to issue interim and/or final bills on a monthly basis. Our fees are due on presentation of the bill and we require them to be settled within 7 days of the date of the bill. We reserve the right to charge interest on all overdue fees for business and privately paying clients at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, subject in all cases to a minimum of 12%, from the date of invoice, if our fees are not settled on the due date, until settled in full calculated on a daily basis.
Copyright: All documentation created by us for you (Work) is subject to copyright. We exert our right to be identified as the author of the Work. We hereby grant to you (our client) a non-exclusive non-assignable right in perpetuity to use the Work for the purpose for which it was originally created but not any other purpose and you may not copy, recreate, amend, use or adopt the Work in whole or in part or incorporate in any other document or work whatsoever without our prior written consent.
Client Money: We do not and will not at any time hold client money in any circumstances. We will only accept monies from a client in settlement of our fees.
Payment of bills and cash limits: All our invoices are primarily payable by you whether or not you have an agreement or arrangement with a third party for their payment. Payment should be made electronically direct to our bank account. We do not accept payments in cash.
If acting for more than one legal entity on a matter: If we are acting for more than one legal entity on a matter (such as different companies within a group or related to one another such as by common ownership) then you will each be liable for the whole of our fees, disbursements and vat on a joint and several basis.
Disclosure of your documents: Although we will not represent you in any litigation (or any other reserved activities), if assisting you with instructing Solicitors you need to be aware that at some stage in the course of any Court proceedings, arbitration or mediation both you be required to disclose all relevant documents to the opposing party including documents that might damage your own case. It is essential that you keep all original documents relevant to any dispute and that you do not allow any of them to be destroyed or altered. This includes documentation stored electronically. You should ensure that they are identified, segregated and protected from deletion on all computers, servers, hard drives and storage media and electronic devices until the dispute has been concluded.
Identity checks and disclosure: We will seek from you evidence of identity and that of your directors and other “beneficial owners” at the outset and you must provide these and update them from time to time on request. We will retain that evidence for 5 years and produce it to the police on request. We are entitled to refuse to act for you if you fail to supply appropriate proof of identity for yourself or for any principal whom you represent. We may instruct others to carry out an electronic verification of your identity if we consider that a saving of time and cost will be achieved by doing so. We cannot do this in every circumstance, especially for overseas companies and trusts. The cost of any such searches will be charged to you. By signing our retainer letter (or your continuing instructions on this matter) you authorise us to disclose to the other parties in this matter and, if applicable, to all other parties and to professional advisers in any chain of transactions all information which we have in relation to your involvement in the transaction where appropriate including any related sale or mortgage or other financial arrangement and your wishes as to the dates for exchange and completion. You may withdraw this authority at any time but if you do so we will inform the other party or their agents or advisors that this authority has been withdrawn.
Money Laundering Regulations: Under the Proceeds of Crime Act 2002, the EU Directives on money laundering and the Money Laundering Regulations, we are obliged to report to the appropriate authorities any instances where we either know or suspect that a client or other party is engaged in a financial crime or money laundering activities or where there are reasonable grounds for knowing or suspecting that may be the case. In these circumstances, it would be a criminal offence for us not to make the report to the authorities who may or may not take this matter further. In addition, it would also be a criminal offence for us to inform you the client or another party that such a report was being made although we may, in some circumstances be permitted to advise you the client after the lapse of a ‘reasonable’ time. Where we are under a statutory obligation to make a money laundering report to the relevant authorities or to release information that would otherwise be confidential we shall be exempt from all professional and legal obligations of confidentiality to you as our client. We must stop work immediately unless we obtain specific permission to continue acting for you from the relevant authorities. We will not be responsible for any liability arising as a result of us complying with our obligations under the Money Laundering Regulations, the Proceeds of Crime Act 2002 or any other statutory obligations now or in the future.
Electronic Communications: Electronic communications, including email, text messaging and other internet and web-based communication systems are capable of interception and data corruption. We do not accept any responsibility for unauthorised accessing of any communications sent to you or for any changes made to our communications after they have been dispatched from our systems. If you are in any doubt, you should always contact us regarding any advice contained in an email. We do not accept responsibility for any errors or problems that may arise through the use of the internet and all risks connected with using electronic means of communication. If you do not agree to accept this risk then you should notify us in writing immediately, in which case we will not communicate to you by email. Although we take reasonable steps to ensure that our electronic communications are free from viruses, it is the responsibility of the recipient to carry out its own anti-virus check on emails, attachments and other electronic communications.
Data Protection: The information we collect from you may include sensitive personal information about you or those that are employed or retained by you such as your race, sex, ethnic origin, sexuality, political opinions, religious beliefs or lack of them, trade union membership, health, criminal offences or proceedings. We may obtain, use, process and disclose personal data about you in order that we may discharge the services which we have agreed to under this retainer or where we accept further instructions from you from time to time. We may also use and process this information for other related purposes including updating and enhancing our client records, analysis for management purposes, statutory returns, crime prevention and legal and regulatory compliance. In order to carry out your instructions, we may also, very occasionally, need to transfer your information to countries outside the European Economic Area (“EEA”) which do not provide the same level of data protection as in the UK. By instructing us you consent to us processing your sensitive personal information and transferring your personal information outside the EEA to the extent necessary for the purposes set out above. You have the right to ask for a copy of your information (for which you may be charged a small fee) and to correct any inaccuracies in the information we hold about you. You also have the right to ask us to stop using this information for marketing purposes. If you wish to exercise these rights or have any questions regarding our use of your personal information please contact our data protection officer. We have submitted a notification to the Information Commissioner in respect of an application for registration with the Information Commissioner. Further information regarding data protection and privacy is available from https://ico.org.uk/
Limitation of liability and time limits for bringing a claim: Subject to all appropriate laws our liability to you will be limited to any loss resulting directly from any breach of duty owed by us to you or any breach of contract subject always to a maximum equal to the fees paid by you in respect of the relevant advice other than in respect of fraud or reckless disregard of our obligations to you. We are not responsible for the accuracy of the information disclosed or omitted from searches undertaken or instructed by us on your behalf or for the advice of Counsel or other third parties, such information and advice being the responsibility of the search provider, Counsel or the third parties involved. We, our directors, consultants and employees will not be responsible for any consequential or other loss. You also agree that any claim may only be brought against Ccall and you may not bring a claim against any individual director, employee or consultant. All claims must be made in writing within 12 months of the date on which you first became aware of it and you must raise proceedings within a further period of 6 months from that date otherwise all such claims will be deemed to be waived. Our professional indemnity insurance covers claims up to £1,000,000 for each and every claim.
Duty of Care and the Contracts (Rights of Third Parties) Act 1999: Our duty of care is to you as our client alone to whom our retainer letter is addressed and to no other party whomsoever even if such party (such as a director or employee of our client) is involved or assisting directly or indirectly in the matter. In nearly all circumstances you will be a corporate or other body or trustees and we do not owe any duties in contract, tort or otherwise to any of your directors, shareholders or beneficiaries or others. Any advice given is for your sole use and does not constitute advice to any third party to whom you may communicate it. In addition, the Contracts (Rights of Third Parties) Act 1999 does not apply to the terms of this retainer or any subsequent amendment to it unless expressly confirmed in writing that the Act does apply.
Consumer Protection Distances Selling Regulations 2000: Under these Regulations, for some non-business instructions, you may have the right to withdraw, without charge, within 7 working days of the date on which you ask us to act for you. However, if we start work with your consent within that period, you lose that right to withdraw. Your acceptance of these terms of business will amount to such consent. If you seek to withdraw instructions, you should give notice by telephone, email or letter to the person named in these terms of business as being responsible for your work. The regulations require us to inform you that the work involved is likely to take more than 30 days.
Storage of papers and Deeds: You agree that we will be entitled to keep our files on your matters (except for any papers which you asked to be returned to you subject to our lien in respect of unpaid monies due) indefinitely but on the condition that we have your irrevocable authority to destroy the file(s) 12 months after sending you our final bill. We will not destroy documents you ask us to deposit in safe custody and in all likelihood we will retain the files for at least 6 years and possibly indefinitely. We reserve the right to charge you for the costs of storage plus an administrative charge. In addition, you will be responsible for all charges incurred by us retrieving your files from storage plus an administrative charge.
Electronic file storage and information: You agree that we may scan and save all files; documents and information in electronic format and that we may outsource this work to a provider who specialises in this. It is a condition of this retainer that we may then store or outsource the storing of any information documents and papers that you give us or that we obtain in the conduct of our work for you electronically as well as in hard copy format indefinitely. We may also make the information available to you through electronic means. We will use all reasonable endeavours to keep the information secure and take appropriate technical and organisational measures against unauthorised or unlawful processing and accidental loss, destruction or damage of any personal data within that information. However, it is impossible to guarantee that your information will be free from every possible security breach and you acknowledge and accept that risk by instructing us.
Vetting of files and confidentiality: External firms such as our auditors may conduct an audit or quality checks on us. These external firms are required to maintain confidentiality in relation to your files.
Termination of the retainer: Either party may terminate this retainer at any time on giving not less than 1 months notice in writing to the other provided that we will be entitled to keep your papers until outstanding monies due by you have been settled in full. If you or we decided that we should stop acting for you then you must pay our charges up to that point calculated on the basis as set out in these terms and conditions.
Unpaid monies and lien: The common law entitles us to retain any money, papers or other property belonging to you which properly comes into our possession pending payment of our costs and other monies due by you whether or not the property is acquired in connection with the matter for which the costs were incurred. This is known as a “general lien”. We are not entitled to sell the property held under the lien but we are entitled to hold property, other than money, even if the value of it greatly exceeds the amount due to us in respect of her costs.
Your authority: By instructing us the entity to whom our retainer letter is addressed on your behalf for acceptance and/or by the person giving us ongoing instructions confirms that they have the appropriate power and authority to instruct us in the terms that you have done and that you will obtain and maintain all appropriate power and authority during the course of these instructions.
Terms and conditions of business: Unless otherwise agreed and subject to our then-current charging rates, these terms of business shall apply to all future instructions given by you unless subsequently superseded by additional terms of business.
Equality and Diversity: We are committed to promoting equality and diversity in all our dealings with clients, third parties and employees.
Force Majeure: Neither party shall be in breach of this agreement in the event of an act of force majeure affecting that party. In this Agreement, “force majeure” shall mean any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts, omissions or accidents beyond the reasonable control of the party so prevented including without limitation ill health of any of its directors, employee or consultants, strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
Law and Jurisdiction: By instructing us you agree that our duty of care and all contractual and other rights arising between us shall be governed by and construed in accordance with English law to the exclusion of all other laws. We each irrevocably submit to the jurisdiction of the English Courts to the exclusion of all other jurisdictions in respect of any dispute or matter arising out of or connected with our relationship, our duty of care (or alleged duty of care) and all contractual and other rights whatsoever.
Complaints: Please direct any complaint initially to the professional adviser responsible for your matter or mark it for the attention of our chief executive officer by letter to our usual address or email to the address that you have.