Terms Of Business

1. General

1.1 Tollers LLP is authorised and regulated by the Solicitors Regulation Authority (“the SRA”). This means that we are governed by a Code of Conduct and other professional rules which you can view on the SRA’s website (sra.org.uk) or by calling 0370 606 2555. The SRA’s address is The Cube, 199 Wharfside Street, Birmingham, B1 1RN.

1.2 This contract is between you and Tollers which is a limited liability partnership (registration number OC329775) under the Limited Liability Partnership Act 2000. A full list of members can be found on our website at www.tollers.co.uk.

1.3 A limited liability partnership is a separate legal entity owned by individuals who are the members. The members of Tollers have taken the decision to retain the traditional title of “partner” as this reflects their senior level within the profession. There is no partnership between the members or between the members and Tollers. In your course of dealings with Tollers, any reference to a person being a “partner” is a reference to that person in their capacity as a member or employee of the firm.

1.4 Except where specified in these terms, no-one other than you and Tollers shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any rights or remedies available otherwise than pursuant to that Act.

1.5 The words “we” “us” “our” and “Tollers” used in these Terms of Business mean Tollers LLP and “you” refers to you as Tollers’ client.

2. Responsibility for work carried out on your behalf

2.1 At the start of each matter we will send you a formal letter of engagement which sets out the details of the matter you have instructed us on, the names and status of the person(s) who will carry out all or a majority of the work on your matter, what we are going to do for you and the time scales for that work.

2.2 We accept our obligation to ensure proper levels of supervision but in providing an efficient service to you some work on your matter may be delegated or the file transferred to a different fee earner if, in our judgment, that is appropriate. All work by our staff is performed under the supervision of a solicitor and a partner will have overall supervision of the matter.

2.3 We will treat you fairly and with respect and we will communicate with you in plain language.

2.4 Tollers will review your matter and update you in relation to progress regularly. We will advise you of any changes in the law that affect your matter. We will also advise you of any circumstances or risks of which we become aware or consider to be reasonably foreseeable that could affect the outcome of your matter.

2.5 We will provide services in relation to this matter for your benefit only. Tollers’ advice to you may not be disclosed to any third party without our prior agreement. However, you may disclose any advice we may give to you to your other professional advisors but we do not accept any liability to such third parties.

2.6 Tollers may make statements to you expressing our professional opinion about the outcome of the matter. Such statements are not guarantees as we can only rely upon the information provided to us and our knowledge of the facts of the matter.

2.7 It is your responsibility to keep us informed of any events that may change the nature of your instructions to us.

3. Fees and Level of Charging

3.1 In respect of certain types of work it may be possible to agree a fixed fee or other basis of payment. Where that is agreed with you the arrangements will be set out in the letter of engagement sent to you at the commencement of your instructions.

3.2 Where it is not possible to agree a fixed basis of fees then our fees will be calculated on the basis of time spent. There may also be an additional element to reflect additional factors. The additional factors are:

  • the complexity or difficulty of the matter;
  • the skill, specialised knowledge and responsibility involved;
  • the speed with which the transaction was dealt with;
  • the number and importance of documents involved;
  • the place where, and the circumstances in which, the transaction took place;
  • the amount or value of money or property involved;
  • in property transactions, whether the land is registered or not;
  • the overall importance of the transaction to you as the client;
  • the overall commercial value of the transaction to you as the client;
  • the potential amount of any liability to which Tollers may be exposed in undertaking any work.

3.3 Our current hourly rates are:

Grade A Partners £201-£325

Grade B Senior Associates, Associates, Chartered Legal Executives, Senior Solicitors £177-£275

Grade C Associates, Solicitors, Senior Managers £146-£250

Grade D Solicitors, Managers, Trainee Solicitors, Will Writers £111-£225

Grade E Trainee Solicitors £130-£145

3.4 The hourly rate for the category of work to be undertaken for you or the other basis for charging will be set out in the letter of engagement sent to you.

3.5 These hourly rates are reviewed on 1st April each year to reflect increases in overhead costs and inflation. If a review is carried out before this matter is concluded, we will inform you.

3.6 All time is recorded on the basis of 10 units per hour with each unit being 6 minutes. Letters and telephone calls are charged on a time spent basis with a minimum charge of 1 unit.

3.7 We will add VAT to our charges at the rate that applies when we carry out the work for you. Our VAT registration number is: 120765686.

3.8 If you have the benefit of any insurance cover or other scheme that would pay or assist with the payment of Tollers’ fees you must notify us at once. You should understand that it is normally a term of any insurance or fee payment scheme that approval is obtained from your insurer or other provider before incurring any liability for fees.

3.9 Once we have been instructed, if the matter does not proceed to completion we shall be entitled to charge for the services provided on the basis of the time spent, but the costs will not exceed a fixed price quotation or firm estimate unless otherwise agreed.

3.10 Please note that a fee earner may change category whilst carrying out a transaction for you and in that event you will be consulted about the continuing level of charges.

4. Joint Retainer and Payment By Third Parties

4.1 In some cases we accept instructions to act for more than one person. Examples are a married couple, a partnership or a group of shareholders.  We cannot keep information that we receive from you confidential from the others instructing us on the same matter. If we are acting for more than one person in a transaction then we may take instructions from any one of those people and those instructions will be treated as having come from all of you.

4.2 Each individual client is responsible for payment of our fee in full. This is known as joint and several liability.  We shall deliver only one invoice for the work carried out on your behalf but if one or more of those persons jointly instructing us does not pay, we do have the right to seek full recovery from any one of those jointly instructing us.

4.3 In some cases you may be entitled to payment of our costs by some other person. It is important that you understand that in such circumstances, the other person may not be required to pay all the charges and expenses that you incur with us.  You have to pay our charges and expenses in the first place and any amounts that can be recovered will be a contribution towards them.  If the other party is in receipt of Public Funding no costs are likely to be recovered.

4.4 If we recover interest on your costs from the other party, that interest shall belong to us but we shall account to you for interest earned on charges or expenses which you have paid on account.

4.5 As a condition of accepting your instructions to act on behalf of a limited company or LLP we may require a director or shareholder to provide us with a personal guarantee that the limited company or LLP will pay our agreed fees. If we are not able to obtain any such guarantee then we reserve the right to stop advising the limited company/LLP. In such cases all of our fees incurred up to the time of termination of our retainer shall become immediately due and payable.

5. Payment on Account of Costs and Expenses

5.1 You must pay for the expenses that we incur on your behalf during the course of the matter (commonly called “disbursements”). VAT is normally payable on these items.

5.2 Generally we reserve the right at any stage of a matter to request money from you to cover disbursements which are incurred as the matter progresses or Tollers’ costs. Your payment will be held by Tollers on account until used to pay bills issued to you. Money paid on account will be returned to you if for any reason we do not incur the anticipated expenditure on your behalf.

5.3 If at any time a payment is received from you it may be used to discharge an invoice that has already been delivered or to reimburse any disbursements paid.

5.4 Where a request has been made for a payment on account, we may, at our discretion and irrespective of any time deadlines, stop work on your matter until we are in receipt of cleared funds.

5.5 If you change the bank account details that you have given us during the course of your matter please let us know without delay. If you do not do this there may be a delay in your matter whilst we verify the details.

5.6 Please be aware that we do not notify changes to important business information, such as bank account details, by email.

6. Client Monies

6.1 Any monies paid to us for your benefit will be held by us in a client account in accordance with the SRA Solicitors Accounts Rules (“Accounts Rules”) and the Solicitors Compensation Fund with an authorised UK bank or building society. We currently bank with Barclays Bank Plc. We are not responsible for the loss of client money due to bank failure or any other matter or for delays in the transmission of money to you unless we have been negligent or we are in breach of the Accounts Rules.

6.2 Please be aware that we will not notify you of changes to our bank account details by email.

6.3 In the event of a failure of the bank or building society holding your funds, you may be entitled to compensation under the Financial Services Compensation Scheme (FSCS) (limited to £85,000 per bank/building society). If you hold other personal money in the same bank as our client accounts the limit remains at £85,000 in total.  Some banking institutions have several brands.  The compensation limit is £85,000 per institution not per brand.  You should check with your bank, the FCA or a financial advisor for more information.

6.4 We will presume (unless we receive written notification from you to the contrary) that we have your consent to disclose information concerning your funds to the FSCS to help them identify any amounts to which you are entitled.

6.5 The FSCS also provides up to £1million of short term protection for certain high balances eg relating to property transactions, inheritance, divorce or dissolution of a civil partnership, unfair dismissal, redundancy, personal injury compensation (there is no limit on protection for personal injury compensation). This is called the temporary high balance scheme and, if it applies, protection lasts for six months.

6.6 We have a policy that determines when we pay you interest on your money that we hold in our general client account. This policy is designed to ensure that we treat you fairly. A copy of the policy will be sent to you on request and it is also published on our website: tollers.co.uk/client-interest-policy-statement/

7. Invoices and Payment

7.1 The letter of engagement sets out how we propose to charge for the advice that we provide and when we will send you invoices for our charges and expenses during the course of each matter. Tollers’ policy is generally to send clients interim invoices on a regular basis (normally monthly) to enable you to budget for our costs.

7.2 Invoices are payable on delivery. If invoices are not settled within 30 days we reserve the right to charge interest from the date of the invoice at the rate of 4% above Barclays Bank plc base rate or, at our option in the case of commercial clients, we reserve the right to invoke the provisions of the Late Payment of Commercial Debts (interest) Act 1998 as extended by the Late Payment of Commercial Debts Regulations which gives us the right to charge interest at 8% over the current Bank of England Base Rate and compensation on debts paid late.

7.3 If any invoice is not settled within 30 days we reserve the right to terminate our retainer without any further notice to you, in which case a final invoice for the work done will be issued.

7.4 We pay interest to clients in accordance with the provisions of the Accounts Rules. If at any time we are holding funds on account of costs and expenses whilst conducting a transaction, interest will not be paid on such funds.

7.5 If you provide us with a cheque to be used in connection with your matter please note that all cheques take 6 working days to clear. We are not allowed to draw against a cheque until the funds are cleared. Accordingly if the payment you want us to make is time critical you will need to make sure we receive your cheque in sufficient time to allow for clearance. We are able to receive funds through our website tollers.co.uk or direct to our bank if you have internet banking facilities. Alternatively you might wish to ask your bank to make payment direct to Tollers’ Client bank account.

7.6 If we receive money in relation to your matter from an unexpected source, there may be a delay in your matter and we may decide to charge you for any additional checks we decide are necessary.

7.7 We reserve the right to instigate legal proceedings against you in order to recover any debt arising from any unpaid invoices. We also reserve the right to notify any non-payment of invoices to credit reference agencies.  This could have significant implications on your ability to obtain credit and may impact your current credit rating.

7.8 Tollers do not have facilities for handling significant amounts of cash. You will not be able to make payment in cash to us in excess of £500. Payments to you will be by cheque (in your name) or direct to your bank account. Payments will not be made in cash or to a third party. If you try to avoid this policy by depositing cash directly with our bank we may decide to charge you for any additional checks that we decide are necessary to verify the source of the funds.

7.9 At the conclusion of a matter if we have a credit balance of £500 or less in our client account we will take all reasonable steps to refund this money to you by cheque or by bank transfer. It will not be paid in cash or to a third party. If we cannot trace you for any reason at that time we reserve the right to donate such balance to a charity of our choice.

8. Disputed Bills

8.1 If you do not agree with the amount of any of our invoices, you have the right to apply to the High Court. The court will assess the amount of our charges in the relevant invoice. This process is subject to certain limitations. For further details of your rights please consult the Solicitors Act 1974 sections 70 to 72.

8.2 If you use the procedure under the Solicitors Act 1974 and any part of the invoice remains unpaid, we have the right to charge interest on it on the basis set out in paragraph 7.2.

8.3 Our clients also have the right to complain about the amount of any of our invoices under our complaints procedure. See paragraph 13 below.

9. Hours of Business

9.1 Tollers’ offices are generally open for business between 09:00 to 17:30 Monday to Friday. In certain circumstances it may be possible to provide different hours of service. If this is required for your transaction it will be discussed with you and agreed in the Letter of Engagement sent to you.

10. Communication Between You and Us

10.1 Email and other forms of electronic communications (such as texting and voicemail) enable us to communicate more quickly with our clients. We appreciate that not every client finds one or more of these methods acceptable. If you do not want Tollers to communicate with you in this way please notify the fee earner with responsibility for your matter. In general the form of acceptance at the end of the Letter of Engagement allows you to indicate whether you agree to let us communicate with you by email or other forms of electronic communication.

10.2 If we are sending information to you or to any third party in connection with your matter by post we will use ordinary first or second class post (depending upon the nature of the communication). We will not use Special Delivery post or any other postal service unless you specifically request this and agree to pay the cost of such service.

10.3 We value all feedback concerning our services and conduct regular reviews of client feedback to help us to improve our services wherever possible.

11. Undertakings

11.1 We may be asked to give an undertaking on your behalf. Other than undertakings to banks and building societies which are in standard form, the wording of the proposed undertaking will be discussed and agreed with you.

11.2 Once an undertaking has been given on your behalf we as solicitors are legally obliged to honour the undertaking. Accordingly once you have consented to the undertaking being given you cannot change your instructions to us or terminate our retainer.

12. Advice on Investments and Insurance Distribution

12.1 If during the transaction you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority because we are not so authorised. However, as we are regulated by the SRA, we may be able to provide certain limited investment services where these are closely linked to the legal work we are doing for you.

12.2 This firm is not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance distribution activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the SRA. The register can be accessed via the Financial Conduct Authority website at https://register.fca.org.uk

12.3 The Law Society of England and Wales is a designated professional body for the purposes of the Financial Services and Markets Act 2000 but responsibility for regulation and complaints handling has been separated from the Law Society’s representative functions. The SRA is the independent regulatory body of the Law Society

13. Queries and Complaints

13.1 We are confident that we will provide you with a high quality of service. However, if you have any queries or concerns in relation to the work we do for you, you must make this clear to the person having day-to-day control of your matter or the Partner responsible for that Fee Earner.

13.2 If this does not resolve the problem to your satisfaction, or if you think it is appropriate to do so, you can contact our Managing Partner, Duncan Nicholson, at our Northampton Office at 1 Waterside Way, The Lakes, Bedford Road, Northampton, NN4 7XD, telephone: 01604 258558 or email: duncan.nicholson@tollers.co.uk.

13.3 All firms of solicitors are obliged to attempt to resolve the problems that clients may have in relation to the service provided. It is therefore important that you immediately raise your concerns with us.  Full details of our complaints handling procedure are available on request and can also be found on our website at tollers.co.uk/client-complaint-procedure/

13.4 If you are not satisfied with our handling of your complaint you can ask the Legal Ombudsman to consider your complaint. You can contact the Legal Ombudsman by telephone on 0300 555 0333 or e-mail at enquiries@legalombudsman.org.uk or by writing to the Legal Ombudsman, PO Box 6167, Slough, SL1 0EH.

13.5 There are time limits for making a complaint to the Legal Ombudsman. You should make a complaint no later than 6 years from the date when we have done or not done something which is the subject matter of your complaint; or 3 years from the date when you should reasonably have known that you could complain. You also have 6 months to complain to the Legal Ombudsman from when you receive a final response from us to any complaint. Generally the Legal Ombudsman deals with complaints relating to acts or omissions that happened after 5 October 2010.

13.6 The Legal Ombudsman deals with complaints by consumers and very small businesses. This means that some clients may not have the right to complain to the Legal Ombudsman.  If you are a business, charity or club with an annual income of more than £1 million or a trust with an asset value of more than £1 million then you still have the right to complain directly to us about the service.

14. Identification Requirement

14.1 The anti-Money Laundering Regulations in the UK require us to check your identity. In order to verify the information you provide we may make searches about you with a credit reference or fraud prevention agency; this will include information from the electoral roll.

14.2 The agencies will record the details of the search. Scoring methods may be used as part of this process.  We may ask you to supply at least one original document of confirmation of your identity (such as a passport), address (such as a recent utility bill) or both which we will use along with any electronic checks we may perform using the services of a credit reference or fraud prevention agency.

14.3 In the case of a limited company, limited liability partnership or limited partnership we will also carry out a search at Companies House. In addition we may require a letter (on the company letterhead) confirming that the person who has given us instructions has the authority of the company to act on its behalf if that person is not a director of the company.  The person giving instructions will also need to produce confirmation of identity (such as a passport) and address (such as a recent utility bill).

14.4 Any documents provided to us will be recorded and copied for audit purposes as part of our anti money laundering requirements.

14.5 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 we 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 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.

14.6 We are required to keep any ID documentation that you provide to us for a minimum period of 5 years. We can retain the ID information for longer than 5 years if you provide your express consent to us.  Your consent is requested as our policy is that we destroy files a minimum of 7 years after completion of a matter

15. Privacy

15.1 We may wish to seek publicity for work undertaken on your behalf. We may wish to use references to you and the matter dealt with in proposals and submission for other similar work to prospective clients. In such cases we will obtain your prior agreement to such use.

16. Confidentiality

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

16.1.1 Stated otherwise in these terms of business, our formal engagement letter or our Privacy policy; or

16.1.2 We advise you otherwise during the course of your matter

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

16.3 You must keep confidential any methodologies and technology used by us to carry out work on your matter.

17. Professional Indemnity Insurance

17.1 We have professional indemnity insurance giving cover for claims against Tollers. Details of this insurance, including contact details or our insurer and the territorial coverage of the policy, can be inspected at our office at 1 Waterside Way, The Lakes, Bedford Road, Northampton, NN4 7XD or these will be made available on request.

17.2 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.

18. Liability

18.1 Tollers is a limited liability partnership (a LLP). The effect of this is that the LLP is responsible to you for any acts of default or negligence but the members of the LLP are not personally liable to you. No member, employee or consultant of Tollers is personally liable to you or accepts any personal responsibility to you or any third party in carrying out legal work for you. We believe that this is reasonable as it corresponds to modern business practice.

18.2 In the event of default (which for these purposes means any act, representation or omission by us or any of our members, employees, consultants or agents in connection with our work for you as a result of which we are legally liable to pay you or any third party compensation on any basis) we shall not be liable for any loss incurred after the date we correct the default, or for any loss incurred more than 12 months after the date of the default, or whichever of these events arises sooner.

18.3 Tollers shall not be liable to you to the extent that we afford you a reasonable opportunity to mitigate your loss, damage, liability or expenses by providing alternative or additional services.

18.4 Tollers does not exclude or limit its liability for death or personal injury caused by our negligence or for fraud

18.5 Subject to paragraph 18.4, Tollers’ aggregate liability in respect of any one claim or series of related claims made by you (under contract, tort, statute, negligence or otherwise) arising out of or in connection with our engagement to act in connection with your matter, shall not exceed £3,000,000 (including interest and costs) unless we expressly state a higher amount in the Letter of Engagement.

18.6 Tollers shall not be liable for any of the following howsoever caused and even if foreseeable by us:

18.6.1 loss, or damage to or the cost of replacement, recovery or reconstruction of your or a third party’s documents, records, information or other data on any media;

18.6.2 special, indirect or consequential loss including loss of use, profits, goodwill or anticipated savings;

18.6.3 loss arising from any claim made against you by a third party;

18.6.4 loss or damages arising from your failure to fulfil your responsibilities or loss or damages arising from acting in accordance with your instructions or instructions received from your offices, members, directors, employees, agents or third parties engaged by you;

18.6.5 losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or others failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax or other authorities

18.7 Nothing in these Terms excludes or limits:

18.7.1  any liability or claim that cannot be excluded under English law.

18.7.2  any liability or claim that cannot be excluded under any relevant professional rule or regulation.

18.8 Tollers will not be responsible for any increased liability falling on Tollers by reason of any limit which you may have agreed with any other adviser or which may otherwise have fallen upon Tollers by reason of the contributory negligence of any other person against whom you do not make recovery for any reason. This is relevant in circumstances in which Tollers and other persons may be liable in respect of the same damage. In these circumstances, Tollers’ liability will be limited to such sums as it reasonably ought to pay having regard to its responsibility for the damage (within the meaning of section 2(1) of the Civil Liability Contribution Act 1978) and on the basis that such other persons are deemed to have paid to you such sums as they ought reasonably to have paid (i) having regard to their own responsibility for it; and (ii) disregarding any limitation which you may have agreed with such person, any subsequent extension of your claims against that person or the fact that such person has ceased to exist. If you agree to limit the liability of such persons, or if the claim against such person lapses or becomes extinguished for any reason or is not pursued by you or any such person fails to satisfy any judgment obtained by you, Tollers will not be liable to you for more than the net amount it would have paid, after allowing for the amounts you would otherwise have been entitled to recover from such persons.

18.9 Please ask if you would like us to explain any of the terms in this section.

19. Equality and Diversity

19.1 Tollers is committed to promoting equality and diversity in all its dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.

20. Storage

20.1 We are entitled to keep any property or papers that are in our possession until all fees are paid for all matters conducted on your behalf. This will apply to any property or papers held on behalf of any member of your group if you are a group of companies.

20.2 We will use all reasonable endeavours to keep our file of papers in relation to the work in question (except for any of our papers that you ask us to return to you) for not less than 7 years after the date of the final bill we send to you. (For certain categories of work the file may be retained longer and if your work is within one of these special categories you will be notified separately when the file is closed).  We shall have the authority to destroy the file after this time if you have not asked us to return it to you.  We will not destroy documents you ask us to deposit in safe custody.

20.3 If we retrieve papers or documents from storage (either before or after the expiry of the 7 year period) in relation to continuing or new instructions to act in connection with your affairs we will not normally charge for the retrieval. However, we may make a charge based on the time spent producing copies or an explanation of stored papers or documents to you or any other person at your request.  We may also make a charge for reading correspondence or other work necessary to comply with the instructions given by you or on your behalf concerning the retrieval of stored papers and clarification of any issues in those papers.

20.4 Some of our files are only held in electronic form apart from original documents. In these cases we would only provide you with an electronic copy of the file unless it is inappropriate to do so.

20.5 For information on how long we will hold your personal data please see our Privacy Policy.

21. Termination of our Retainer

21.1 Subject to the provisions of paragraph 11.2 above you may end your instructions to us by written notice but we can keep all your papers and documents while there is still money owing to us for fees and expenses.

21.2 We may decide to stop acting for you only with good reason, e.g. if you do not pay an interim bill or there is a conflict of interest. We must give you reasonable notice that we will stop acting for you.

21.3 If you or we decide that we should stop acting for you, you will pay our charges up to that point. These will be calculated at the hourly rate notified to you in the Letter of Engagement together with expenses incurred.

22. Employees

22.1 You shall not offer employment to or use the services of (either independently or via a third party) any member of our staff who has been working on any matter for you during the 6 month period following the end of such individual’s involvement.

23. Lexcel

23.1 We have been awarded Lexcel accreditation. Lexcel is the Law Society’s Legal Quality Mark. It is a scheme for law firms to certify that certain standards have been met following independent assessment. The Lexcel Legal Quality Mark is only awarded to solicitors who meet the highest management and customer care standards. Lexcel accredited practices undergo rigorous independent assessment every year to ensure they meet required standards of excellence in areas such as client care, case management and risk management. Lexcel assessors are required to maintain confidentiality in relation to your files.

24. External auditing and Due Diligence

24.1 In addition to the Lexcel assessments referred to in paragraph 23, external forms or organisations may conduct audit or quality checks on Tollers 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 forms or organisations fully maintain confidentiality in relation to any files or papers which are audited or quality checked.

24.2 Your files may also be reviewed in a due diligence exercise in relation 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 or papers to be used in this way please let us know as soon as possible.

25. Future Instructions

25.1  Unless otherwise agreed, these Terms of Business (as updated by us from time to time) will apply to all future instructions that you give us on this or any other matter.

26. Law and Jurisdiction

26.1 The relationship between you and Tollers and any matter arising out of or in connection with it will be governed by and construed in accordance with English law and the courts of England shall have exclusive jurisdiction (but nothing shall prevent us from enforcing the payment of any debt due to us in courts outside England)

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