GNR Solicitors Ltd Terms of Business
These Terms together with our Client Care letter which will be issued to you when you engage us to provide legal services, will form the basis of a contract between us.
TERMS OF BUSINESS
TERMS
1.1 These Terms of Business (the ‘Terms’), as updated from time to time, set out the terms and conditions on which we provide you with services (the ‘Services’). By signing our Client Care letter (the ‘Client Care letter’), you will be accepting these Terms and be legally bound by them.
1.2 When we say ‘you’ or ‘your’ in these terms we refer to the client identified in the Client Care letter and anyone authorised to give instructions on that client’s behalf.
1.3 When we say ‘we’, ‘us’ or ‘our’, we mean GNR Solicitors. The contract is between you and GNR Solicitors and not with an individual employee of GNR Solicitors.
1.4 If there is any inconsistency between our Terms and Client Care letter, the Client Care letter will prevail. The receipt by you of services from us will be deemed to be on these Terms of Business.
1.5 GNR Solicitors Ltd is authorised and regulated by the Solicitors Regulation Authority (SRA number 8001426). Our head office is at 10 West Riding, Bricket Wood, St Albans, Hertfordshire, AL2 3QP. GNR Solicitors Ltd (trading name GNR Solicitors®) is a private limited company registered in England and Wales under company number: 14259930 with its registered office at 10 West Riding, Bricket Wood, St Albans, AL2 3QP.
1.6 You can contact us by email at info@gnrsolicitors.co.uk or any other email address we provide you from time to time. We will contact you using the email address you provide to us. When we use the words ‘writing’ or ‘written’ in these Terms, this includes emails.
2. SERVICES
2.1 Our Services
2.1.1 We will agree the Services and scope of work with you before commencing work and confirm these in the Client Care letter.
2.1.2 The scope of the services does not include;
2.1.2.1 non-legal services such as advice on financial matters;
2.1.2.2 advice on the laws of jurisdictions outside England and Wales;
2.1.2.3 checking that the information given to us by you in the context of the matter is accurate;
2.1.2.4 up to date, tax advice or tax implications of any instruction;
2.1.2.5 advice on changes to law or practice after the date of communication containing that advice from us unless we are still advising you on the matter and the change is relevant to its handling;
2.1.2.6 if information or other material received from a third party is incorporated into our work, we are not responsible for its accuracy; and
2.1.2.7 we advise on the law in England and Wales to the extent that it applies to your matter.
2.2 Changes
If we agree to make changes to services or scope agreed in the Client Care letter, these changes will need to be made in writing and could be subject to an additional fee. This fee will be agreed with you in writing before we commence any additional work. No changes to the scope will be deemed effective unless they are agreed in writing.
2.3 Place of Services
The Services will be conducted at our offices at 10 West Riding, Bricket Wood, St Albans, Hertfordshire, AL2 3QP. All appointments and meetings will be undertaken via Zoom. Any necessary visits to your offices will be agreed in advance with prior notice.
2.4 Service Standard
We undertake that we will use reasonable care and skill in performing the Services, devoting necessary time to the provision of the Services to ensure that they are properly performed.
Unless dates are stipulated by the Tribunal or another government body, we provide no undertaking that the Services or any objectives thereunder will be obtained or achieved by a date provided in this agreement or elsewhere. The Services shall be performed at such times as we shall in our sole discretion decide, in accordance with the requirements set out in this agreement. Any times, dates or periods provided in this agreement for provision of the Services are estimates only and we will make reasonable efforts to comply with any such time estimates. Time is not of the essence in respect of the performance of the Services.
You agree to cooperate with us in connection with the performance of the Services and respond to queries promptly and accurately to enable us to perform the Services without delay. You agree to provide complete and accurate information, documentation, support and assistance as are necessary for the performance of the Services.
After we deliver an agreed Service to you, you will need to tell us whether the deliverable is accepted by you, within a reasonable timeframe. If we do not hear from you within five days the deliverable will be deemed accepted by you.
2.5 Our advice
Our advice applies to the specific factual and legal matters we are dealing with. Our advice is given for your benefit and it is to you that we owe a duty of care. This duty of care does not extend to third parties.
You must not use or rely on our advice for any other purpose or in relation to any other purpose without our prior written agreement. You must keep our advice confidential and obtain our prior written consent if you wish to disclose our advice to any other person. Nothing in this contract confers any right on any person pursuant to the Contracts (Rights of Third Parties) Act 1999.
Our advice is provided in accordance with our professional practice rules and guidelines and the proper interpretation of laws, court decisions and regulations in existence on the date on which the advice is provided.
You should not rely on any draft document we draw up for until it has become the final version. We are not liable for any errors in any draft documents until the final version.
3. MONEY LAUNDERING REGULATIONS
3.1 Legal professionals in the UK must verify who their client is when providing legal services. They are also required to establish the source of funds and wealth of a client. These checks are undertaken prior to taking funds from you such as legal fees and disbursements.
3.2 To comply with anti-money laundering and counter-terrorist financing laws, regulations and standards, we will request identification and verification evidence from you and will conduct searches or enquiries for this purpose.
3.3 We will use electronic and identification verification (EID&V) tools during the customer due diligence process using technology. This is to verify an individual’s identity including biometric details. We will also request proof of address documentation, in the form of utility bills and bank statements. We will also use electronic tools to screen clients against sanctions, Political Exposed Persons (PEP) and adverse media watchlists if required.
3.4 For corporate clients we will use electronic and identification verification (EID&V) tools. In an increasingly digital age and non face-to-face customer onboarding process, the use of EID&V has been necessary along with other necessary checks depending on the risk profile. We also need assurance that the person claiming a particular identity is in fact the person with that identity, to a degree that is necessary for effectively managing and mitigating any risk of money laundering and terrorist financing.
3.5 Identifying and verifying clients is also essential for a practice to be able to accurately report suspicious activity to the National Crime Agency (NCA), identify Politically Exposed Persons (PEPs) or other high-risk individuals, and ensure we are not undertaking business in breach of applicable sanctions regimes.
4. FEES, EXPENSES AND INVOICING
4.1 Fees
4.1.1 Our fees (the ‘Fee’) for the Services will be set out in the Client Care letter. We are not currently required to be registered for VAT, however we will inform you when this arrangement changes and if there are any changes to our fees.
4.1.2 Our fees exclude outlay and expenses incurred during the provision of Services such as travel and subsistence, court fees, application fees, Home Office fees, disbursements or any fees for external professional services such as barrister/counsel fees or costs of instructing an expert.
4.1.3 You remain responsible for paying our charges whether or not you expect that another person may be paying our invoices, for example an insurer.
4.1.4 The following fees are required on account of costs which will be paid into our client bank account.
Legal fees
Our total agreed legal fees for the work will be set out in 1.2 of the Client Care letter and are paid into our client bank account. Accordingly, the fixed fee stipulated for each schedule of work listed at 1.2 is payable by the date stipulated at said 1.2. An invoice will be sent setting out the legal fees due. After completion of each schedule of work, we will transfer our legal fees from the client bank account to our office business bank and will provide you with written notification prior to doing so.
Disbursements
All disbursements, as set out in 2.8 of the Client Care letter, are paid into our client bank account if GNR Solicitors is making payments on your behalf from the office business account and we require reimbursement from you. We will be seeking a reimbursement from the client account in accordance with the SRA’s Solicitors Accounts Rules. Accordingly, money for paid disbursements by us, will be transferred from the firm’s client account to our business bank account. We will provide you with written notification prior to doing so. By signing our Client Care letter, you provide your confirmation and instructions to allow us to make the said transfer. Our invoices and bills for disbursements become due for payment immediately after you receive them and must be paid prior to the submission of any applications such as for example Home Office application. Some disbursements may be required to be paid directly by you and we will inform you if and when this may be required.
4.1.5 We review our professional rates and expenses from time to time. We will discuss and agree with you any proposed change and effective date of any change.
4.1.6 If any amount is unpaid after the date on which the bill is received by you, we may, take any or all of the following steps:
Suspend work on the matter and inform you we have done so;
Cease to act entirely on the matter; and/or
Retain custody of your files and funds until your bill is paid in full.
4.1.7 Unless we have agreed a fixed fee in the Client Care letter, our hourly rate fees shall be based on the time we spend in dealing with your matter. This may also reflect its nature, urgency and complexity.
4.1.8 If we provide you with an estimate or a quotation for our charges, this is for guidance only and we are not bound by this.
4.1.9 We may ask you to make payment(s) on account of disbursement fees at any time during the matter. Such funds will be held in a client money account until required. For example, we may ask you to make payment on account of Home Office fees for which we require reimbursement. If you refuse to make payment on account or fail to pay our due charges then these are good reasons why we can bring this agreement to an end early – see our Termination clause below.
4.1.10 If we are required by our legal or regulatory obligations to make a disclosure of your client information to another person (including government and law enforcement agencies), we charge you for our time and expenses incurred.
4.1.11 If you instruct us to engage other advisers or service providers (such as barristers/counsel, expert witnesses) on your behalf, we do so acting as your agent and you will be responsible for their fees in addition to our own. Other advisers/service providers typically address their invoices to us and we include their fees as disbursements in our invoices to you. This approach is for convenience only and you remain responsible for such fees. We reserve the right to instruct any advisers/service providers to address their invoices to you.
4.1.12 We may need to issue supplemental invoices after your matter has concluded if disbursements and expenses are notified to us after competition.
4.1.13 If you have any queries about a bill, please contact the person who sent it as soon as you receive it. Please note that you may have a right to object to the bill by making a complaint.
4.2 Banking
4.2.1 We hold client money account with a UK banking provider which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority.
4.2.2 When we receive monies on behalf of you on account of costs such as disbursement fees, it will be paid into a general client account with our banking provider who are the firm's banker. This client account will hold pooled amounts for different clients and matters. In line with anti-money laundering regulations, law firms must hold information on the identity of the person or company on whose behalf the monies are held in a pooled account and make this available to their bank on request. In view of this, if our bank requests information about whom we hold funds for, we are required to provide that information. In the event of this happening, you agree to us disclosing your details to our banking provider.
4.2.3 We are not liable for any losses you suffer as a result of any such banking institution being unable to replay depositors in full. You may, however, be protected by the Financial Services Compensation Scheme (FSCS) – https://www.fscs.org.uk
4.2.4 We will not send you information about changes to our bank account details by email. If you receive an email purporting to be from someone at GNR Solicitors advising you of a change to bank account details it is not genuine. Do not reply to email or act on any information it contains. Instead, you should contact us immediately at info@gnrsolicitors.co.uk
4.2.5 We do not accept cash payments under any circumstances. If you (or anyone on your behalf) try to avoid this policy by depositing cash directly with our bank, we will charge you for any additional checks we deem necessary to prove the source of funds. Where we have to return the money to you. it will be paid by cheque or bank transfer. We will not pay this to you in cash or to any third party.
4.2.6 GNR Solicitors will only hold or process funds through our client account in accordance with the Solicitors Accounts Rules.
4.2 Currency
Unless otherwise agreed in the Client Care letter, all payments due to us will need to be made in pounds sterling.
4.3 Interest
If you are delayed in making any payments to us, we may charge interest to you on the overdue amount. Interest will be calculated at the annual rate of 5% above the Bank of England base rate. This interest shall accrue daily from the due date until the date of actual payment of the overdue amount. You’ll need to pay us the overdue amount plus any interest.
4.4 Late payments and withholding
If you are late in paying, you agree we are allowed to charge interest at the maximum rate permitted by law. Where fees are paid subject to withholding or deduction, you agree we have the right to charge an additional amount which will, after any deduction or withholding has been made, leave us with the same amount we would have received in the absence of any such deduction or withholding.
4.5 Invoicing
4.5.1 We will provide you with an invoice for the provision of the Services setting out the hours or days we have worked during the invoice period and what services have been provided and the Fee for that period.
4.5.2 You will pay the full amount of each such invoice stipulated on the engagement letter. The payment due date will also be stipulated on the Engagement Letter and will be in accordance with the date provided by your Finance team. Such payment is to be made by bank transfer. The Fee is non-refundable and you will not be entitled to deduct from any fee payable to us.
4.5.3 You will not refuse to pay or withhold any amount which is owed to us where there is only a minor or inconsequential error and/or omission in the performance of the Services.
4.6 Client money: payment of interest
4.6.1 We will pay interest on monies held for you at a rate of 0.01% which is our banking provider's current annual rate of interest and is calculated on a daily basis.
4.6.2 All deposit account interest will be paid to clients in full. In the event that interest rates should become negative, we may pass on to you any charges or costs charged to us by our bank in connection with the sums held for you on the client account. We will provide you with notice of the amount of any charges or costs and we will charge these to the client account.
4.6.3 We will not pay interest on sums of £30 or less. Below that sum we consider that the administrative costs of dealing with the funds would exceed the interest due.
4.6.4 We will not pay interest on money we retain after we have rendered a final bill to you, if the retention is made to cover unpaid expenses or disbursements.
5. DATA PROTECTION
5.1 Both you and GNR Solicitors agree to comply with all applicable requirements of the Data Protection Legislation. ‘Data Protection Legislation’ is defined as (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation; and (ii) Article 4 of General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation (for as long as they are applicable in the UK).
5.2 If you require any further details or information other than set out in this agreement you may consult our general Privacy Notice. If you require any information, wish to withdraw consent, or make a complaint you may contact us by email - info@gnrsolicitors.co.uk
5.3 Personal data is any information that can be used to identify a living individual, either on its own, or in combination with other pieces of data. This data may include name, address, contact details of employees, financial details, customer details, surveys and customer feedback. The law applies to personal data about individuals, it does not regulate data about companies or any other legal entities, however information concerning one-person companies may constitute personal data where a natural person can be identified. The law also governs all personal data relating to natural persons in the course of a professional activity, such as the employees of a company business email addresses or telephone number.
5.4 We process your data for the purposes of administering this agreement to which you or your organisation are a party. This may include; procurement, background and reference checks, payments, renewal, dispute, enforcement, and other processes related to this agreement.
5.5 We may record calls and monitor emails from time to time for training, regulatory and compliance purposes.
5.6 We utilise third party service providers, including those that offer ‘cloud’ services, in order to facilitate the provision of legal services to you to include document hosting, document transfer, document analysis and processing and document storage. We evaluate all third-party service providers to confirm their adherence to industry standard frameworks for information security to protect the confidentiality, integrity and availability of data and the requirements of the General Data Protection Regulation (EU) 2016/679 (GDPR), the Data Protection Act 2018 and any replacement legislation coming into effect from time to time. All third-party service providers operate under service agreements that require conduct that is consistent with our legal and ethical obligations. We assume no responsibility if you request us to use or you use a specific consumer-grade cloud storage provider (for example Dropbox.com) for the storage, sharing or exchange of documents or information generated or used in the course of a specific engagement we assume no responsibility for the security of the data or the provider’s security standards.
5.7 If you are based in the EEA, the Standard EC Contractual Clauses shall continue to apply until an adequacy decision or transitional arrangement is reached between the UK and EU.
5.8 Data protection law states that the personal information we hold must be:
Used lawfully, fairly and in a transparent way;
Collected only for valid purposes that we have clearly explained to you and not used in any way that is incompatible with those purposes;
Relevant to the purposes we have told you about and limited only to those purposes.
Accurate and kept up to date;
Kept only as long as necessary for the purposes we have told you about; and
Kept securely.
5.9 Furthermore, we are obliged to inform you of the following rights for data subjects concerning personal data:
the right of access to data
the right to correct data if it is incorrect
the right to ask for a copy of the data to be transferred to another organisation
the right to ask for data to be deleted
5.10 Our legal basis for using personal data is based on consent, you, any party to this agreement or related persons, including employees or customers if applicable, do not have to provide consent and can withdraw consent at any time. In general, you should be aware that if consent is withdrawn we may not be able to provide a full service. You must also make sure that you have necessary consent to use any personal data in connection with the performance or services provided by this agreement.
5.11 All personal data is shared using secure transfer methods. You will ensure you have all necessary notices and consents in place to enable lawful transfer of shared personal data for the purposes of administering this agreement.
5.12 Except in the case of death or personal injury caused by the negligence by us, the liability of GNR Solicitors in contract, tort, misrepresentation, loss of data, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement or any collateral contract insofar as it relates to the obligations set out in this clause 5 or Data Protection Legislation shall be limited to the legal fees (excluding disbursement costs such as counsel fees, expert fees, court fees and home office application fees) as set out in the Client Care letter.
6. FILE RETENTION
6.1 We will keep your documents and other papers for six years after we send you our final bill. After this period, we may destroy your documents and papers.
6.2 We may store documents electronically on our IT system. We take all reasonable steps to ensure that the system is secure and that our overriding duty of confidentiality is observed.
6.3 When undertaking customer due diligence (CDD) checks as part of our money laundering obligations, we must retain CDD records five years after the business relationship comes to an end. You provide your consent, that we may hold on to your CDD records for more than five years, but no longer than a total of 10 years, for the purposes of taking into account the expiry of limitation periods for claims against the practice.
7. CONFIDENTIALITY
7.1 We will keep your matter confidential from our other clients and anyone externally unless you specifically ask us to disclose the information to them, or we need to do so in order to deal with your matter. No information will be disclosed to you about other clients.
7.2 You agree to us releasing confidential information to:
7.2.1 our insurers;
7.2.2 our legal advisers;
7.2.3 any regulatory or tax authorities;
7.2.4 any professional advisers that we instruct on your behalf to advise you such as barristers and experts;
7.2.5 disclose confidential information to the other party and their legal representative, but only if directed to do so by the Tribunal or Courts.
7.2.6 companies or individuals that provide administration support to the firm such as typing, photocopying, archiving and any other such support;
7.2.7 as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority such as the Home Office; and
7.2.8 the Solicitors Regulation Authority who may wish to inspect our files from time to time. They are required to maintain confidentiality in relation to your matters.
7.3 Our obligations shall continue after termination or completion of this agreement unless or until the information concerned becomes public knowledge or is otherwise in the public domain through no fault of the party bound to keep its confidentiality under this clause.
7.4 You acknowledge that we use and rely on the information provided by you as well as information available from public sources in performing the services. We do not have any responsibility for the truthfulness or accuracy of any information provided to us.
7.5 We may tell other clients or prospective clients about the services we provide. If we wish to rely on any work that we have undertaken for you to promote our services, we will ask your permission save where details of your matter subsequently enter the public domain. In this instance you agree that we may publicise our involvement including information which was entered in the public domain.
7.6 We cannot guarantee the security of information communicated by email or mobile phone.
7.7 We are obliged by our insurers and brokers to notify them of any circumstances known to us which may give rise to a claim against us. We may be required to provide information to them relevant to your case which is privileged or confidential. Our broker and insurer are under a duty to keep all information confidential and they may only use it for the purposes of any claim which could be made. You consent to such sharing of information unless you inform us otherwise.
8. LIABILITY
8.1 For any work we do or services we provide to you, under these terms of business, your relationship with us is solely and exclusively with GNR Solicitors.
8.2 The duty to carry out work for you rests solely with GNR Solicitors and not with any individuals involved in acting for your, who do so only as representatives of GNR Solicitors. No employees or staff will be personally liable to you for providing services under these terms of business or for any loss or damage arising out of it, howsoever arising, and you waive any such claim. All employees or staff shall have the benefit of this clause such that they have the right to enforce this clause on their behalf.
8.3 We are not responsible for any failure to advise or comment on any matter which falls outside the scope and limitations set out in the Client Care letter.
8.4 We will not be liable if any loss is due to the provision of false, misleading or incomplete information or documents, incorrect instructions or due to the acts or omissions of you or any person other than GNR Solicitors.
8.5 We do not owe, nor do we accept, any duty to any person other than you and we do not accept any liability or responsibility for any consequences arising from reliance upon our advice by any person other than you. You agree to indemnify us against any liabilities, losses, damages, costs or expenses we incur arising out of any claims brought against us by third parties arising out of or in connection with our work for you.
8.6 The maximum aggregate liability of GNR Solicitors in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement, shall be limited to the legal fees (excluding disbursement costs such as counsel fees, expert fees, court fees and home office application fees) as set out in the Client Care letter.
8.7 Where you have suffered any loss or damage as a result of any fault or breach of duty by instructing third party external professionals such as barristers or counsel acting for you in a Tribunal Hearing, or expert professional, GNR Solicitors will not be held liable. Any liability provisions and limitation of liability will be dictated by the terms of business of the third-party external professional.
8.8 We shall not be liable or be deemed to be in breach of these term for any delays or failures in performance of this agreement due to circumstances beyond our reasonable control. Such circumstances include, but are not limited to, industrial action, lock out, current or future lockdowns, trade dispute, accident, fire, flood, natural disaster, pandemics, epidemics, power failure or internet service provider failure (a ‘Force Majeure Event’). As soon as reasonably possible after the discovery of such circumstances, we will notify you in writing of any anticipated or existing delay or failure in performance.
8.9 You agree GNR Solicitors shall not be liable whether in tort, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of contracts, depletion of goodwill or damage to reputation and/or similar losses or loss or corruption of data, loss of anticipated savings, database, software or information, or pure economic loss (whether direct or indirect), or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising, even where the above might have been foreseeable at the start of the matter;
8.10 Our services are provided to and intended to be relied upon you alone. It cannot be relied on by anyone else. Any guidance we provide is also based on the law and practice as at the date our guidance is given – we are not obliged to provide you with any updates to reflect subsequent changes in law and practice.
8.11Nothing in this contract shall exclude or restrict our liability to any person for death or personal injury, fraud, wilful misconduct or dishonesty.
8.12 Any claim for breach of contract or otherwise arising out of or in connection with this engagement shall be brought against us within six years of the act or omission alleged to have caused the loss in question.
9. NSURANCE
9.1 We will at all times during the performance of the Services, have and maintain in place professional indemnity insurance for £3,000,000. A copy of the insurance policy and evidence that the premium has been paid is available on request.
9.2 You agree to indemnify us for any losses, damage, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, lawyer’s fees, arising from any breach by you of any of these terms of business. Furthermore, you will not resolve any third-party claim or reject any defence without our previous written permission.
10. TERMINATION
10.1 You can terminate the contract at any time throughout the running of the matter by giving us written notice. We will retain all your papers and documents while there is still money owed to us for fees and expenses.
10.2 We may also suspend the Services or terminate our agreement under these Terms with immediate effect where:
10.2.1 you do not pay our legal fees or disbursements such as court fees, application fees or counsel fees by the date stipulated in our invoices or Client Care letter;
10.2.2 we feel the relationship has broken down;
10.2.3 you are not providing us with the instructions needed to carry out the work; or
10.2.4 you, your business, any group company is convicted of a criminal offence during the course of your matter which materially and adversely affects the provision of our services to you and our regulatory compliance duties.
10.3. We will give you reasonable notice of this. When our engagement ends we will have no further or ongoing responsibilities in relation to the matter. You must pay our fees for work done and expenses incurred up to the date the engagement ends.
10.4 We are not responsible for reminding you about important dates and/or any deadlines after the contract has come to an end.
11. INTELLECTUAL PROPERTY
11.1 Both parties retain ownership of their intellectual property rights. We may use your intellectual property only to the extent necessary for the delivery and use of the services and deliverables in the way they are intended to be used. All intellectual property created by either of us in the course of the services will belong to the creating party.
11.2 You warrant that any material, whether comprising documents, data, records or any other materials, that it provides to us, under the terms of this agreement does not infringe the intellectual property rights of any third party. You agree to indemnify us against any loss, damage, cost, expense or claim of any kind that may arise as a result of an infringement.
12. RELATIONSHIP
12.1 These Terms do not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between you and us or any Substitute.
12.2 Neither you nor us will have, nor represent that it has, any authority to make or enter into any agreements on the other’s behalf or otherwise bind the other in any way.
12.3 Neither party shall refer to or mention the other party’s name to any third party or in any press announcements, advertisements or news articles without such other party’s prior consent (such consent not to be unreasonably withheld or delayed).
13. CONFLICTS OF INTEREST
13.1 Nothing in these Terms shall prevent us from providing legal services to or undertaking any other business with any other company, firm or person, who have or may in the future have commercial interests adverse to you. For the avoidance of doubt, this includes current and future clients.
13.2 We will not act for you where there is a conflict of interest between you and GNR Solicitors, or you and another client of GNR Solicitors. Should a conflict of interest arise we will discuss this with you.
14. NOTICE
14.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post or sent by email to the other party at its address set out in these Terms, or such other address as may have been notified by that Party for such purposes.
14.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
15. ENTIRE AGREEMENT
15.1 These Terms constitute the entire agreement and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2 Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
15.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
15.4 Nothing in this clause shall limit or exclude any liability for fraud.
15.5 All provisions of these Terms reasonably expected to survive termination or expiration of these Terms will do so, including clause 5 (Data Protection), clause 7 (Confidentiality), clause 8 (Liability), clause 18 (Governing Law), clause 19 (Jurisdiction).
16. VARIATION
16.1 No variation of these Terms shall be effective unless it is in writing and signed by the parties.
17. WAIVER
17.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18. GOVERNING LAW
18.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19. JURISDICTION
19.1 These Terms shall be governed by and interpreted according to the law of England and Wales and all disputes arising under these Terms (including non-contractual disputes and claims) shall be subject to the exclusive jurisdiction of the English and Welsh Courts.
v.2 10 September 2022