Terms of Business

CLP Group Limited uses a number of trading names including “Carbon” and “Carbon Law Partners”.  The following terms of business apply to all engagements accepted by CLP Group Limited (the “Firm”).  References in these terms of business to “we”, “us” or “our” shall be understood accordingly. All work done is subject to these terms except to the extent that changes are expressly agreed in writing.  References in these terms of business to “you” or “your” shall refer to each and every party to your engagement letter (other than us).

1. ABOUT US
   • CLP Group Limited is authorised and regulated by the Solicitors Regulation Authority (SRA) under SRA number 538375. Our registered office is at One Temple Quay, Temple Back East, Bristol BS1 6DZ.
   • Those responsible for the provision of advice to our clients are called “Partners”. We do not use the term in the traditional sense or in a way that adopts the legal definition of “partner”. So, when we use the title “Partner” it is used as a marketing term to describe the spirit of the relationship between our firm and its client-facing advisers who are consultants with the Firm. We seek to work in the spirit of partnership with our advisers and their clients.
   • Those carrying the title “Partner” may be solicitors, barristers, Fellows of the Chartered Institute of Legal Executives or consultants who have met the entry requirements of their relevant professional body and who are authorised by us to advise our clients.
   • The Firm is not a partnership. We are a limited liability company that trades under several trading names as set out above. The term “Partner” does not denote a legal partnership with our advisers and those carrying the title “Partner” are not owners of the Firm.
   • All advice provided to clients by our Partners is the responsibility of the Firm. The Firm stands behind that advice and has the appropriate professional indemnity insurance in place to help protect our clients at all times.
2. THE WORK WE WILL DO FOR YOU
   • If you instruct us we will provide an engagement letter that will set out or incorporate a scope of work for the relevant matter(s).
   • We will update you about the progress of your matter regularly and will agree the method and frequency of such updates with you.
3. CONFIDENTIAL INFORMATION
   • We will abide by our professional duty and fulfil our obligations under relevant data protection legislation including the Data Protection Act 2018 and the General Data Protection Regulations 2016/679 (GDPR) to keep your affairs confidential and process your personal information in a lawful manner. We may make disclosures (i) as authorized by you (ii) to our auditors solely for audit purposes or (iii) as required by law, for example under legislation concerning the prevention of terrorism and money laundering. Such circumstances are described in the Guidance Note to the Solicitor’s Code of Conduct issued by the SRA (see org.uk). Please note certain of these laws also prohibit the person required to make the disclosure from informing anyone else that the disclosure has been made. We will not be in breach of our duties as a consequence of any disclosure made in good faith to comply with the provisions of such legislation. Further information about our handling of personal information (as defined in the GDPR) can be found in our Privacy Notice which you can request from us at any time.
4. OUR FEES AND INVOICING ARRANGEMENTS
   • Unless otherwise agreed in writing, our fees for providing legal services to you will be calculated by reference to the time spent by us in carrying out the work for you at an hourly rate. Our charging rates vary according to seniority and the level of experience of the lawyers or consultants used and the complexity, urgency and value of the work involved.
   • Our charge-out rates and any other fees and expenses specified to you are exclusive of VAT. Where VAT is chargeable on any sums invoiced by us to you, we will add VAT to such sums invoiced. Our VAT number is GB 990 2781 92.
   • Where your instructions require that any work be performed outside our normal office hours, we reserve the right to increase the level of the hourly rate. If this does become necessary, the revised rate will be agreed with you before any work is undertaken.
   • Our charging rates for legal services are inclusive of all ordinary post and telephone expenses, but exclusive of any incidental expenses we incur in the course of providing services to you. Incidental expenses include, but are not limited to, travelling and accommodation expenses, photocopying, printing and document production charges, international call charges and courier charges.
   • In addition to charging for the legal services we provide, unless otherwise agreed in writing, we will charge you fees (in addition to passing on any transaction fee the bank may charge) for administering any banking transactions we do on your behalf at the rate of £10 for each Faster Payment, £25 for each CHAPS Payment and £30 for each international Payment. We will also charge an administration fee of £20 for performing any searches needed when we agree to take you on as a new client.
   • We will be entitled to charge you for work carried out by us for you on a particular matter irrespective of whether or not that matter proceeds to completion or trial. We will also be entitled to charge you for all work carried out by us in responding to enquiries made by your auditors.
   • We will review the hourly and other rates we charge from time to time and reserve the right to increase our rates. We will notify you in writing in advance if our rates change.
   • We may, at our sole discretion, offer to provide credit terms to you. These are only available to business clients who meet certain trading criteria. If we offer credit terms to you, your business will be the subject of a credit check, and by opting for credit terms you agree that such credit checks may be carried out. Further details about how these credit terms operate will be provided to you if relevant. We may withdraw credit terms at any time on giving reasonable notice to you.
5. OTHER ADVISERS’ FEES AND DISBURSEMENTS
   • You must pay in advance for all fees, cost and expenses charged by any third-party service providers (such as Barristers, expert witnesses or foreign advisers) that we instruct on your behalf or for any disbursement costs we expect to incur on your behalf (such as search fees, land registry fees or Companies House search fees).
   • As and when we request you must promptly pay us funds (to be held in our client account) to cover these anticipated disbursements, fees, costs and expenses of service providers instructed by us on your behalf. If you do not pay the funds when asked, we will be under no obligation to procure the services concerned and will have the right, on reasonable notice, to decline to act any further for you on any or all matters and file appropriate notices removing us from the record in any or all legal proceedings in which we are representing you.
6. EXPENSES
   • Unless otherwise agreed, we will include with our invoices at cost, and you shall reimburse us for, all out-of-pocket expenses incurred in connection with the engagement, including telephone charges, courier and postage costs, photocopying and printing costs, travel, hotel accommodation, subsistence and the provision of any agreed specialist services. Travel rates will be calculated on the basis of first-class rail travel, Business Class air travel and mileage will be charged at 45p per mile.
7. PAYMENT OF INVOICES
   • All our invoices must be paid by you in GBP pounds sterling either by electronic bank transfer to our bank account as specified on the invoice and without the deduction of any bank charges on your transfer; or by cheque or bankers draft drawn on an account with a UK clearing bank.
   • Invoices are payable upon presentation. If any sum remains outstanding after 30 days, we have the right to:
     • charge interest at the statutory rate on the outstanding sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
     • decline to act any further for you on all matters and to file appropriate notices removing us from the record in any legal proceedings in which we are representing you;
     • invoice you for our fees, costs and expenses in respect of all work carried out up to the date on which we cease to act for you; and
     • charge you all costs incurred in recovering the outstanding sums from you.
   • Any queries regarding an invoice must be raised with Carbon within 7 business days of the invoice date. We will be entitled to apply any sums that we hold for you towards payment of any invoice we have issued to you unless we have agreed that specific sums are to be held for another purpose.
   • Where any amount is unpaid (whether on an invoice already issued to you or which is due to be invoiced), we are entitled to exercise a lien over (to retain) your file of information, papers and documents held by us until any unpaid amounts are settled in full.
8. CLIENT INSTRUCTIONS
   • If all of the following conditions are met:
     • you instruct us to act or omit to act in any manner in relation to any actual or potential proceedings, disputes or infringements; and
     • we advise you that a wasted costs order, other liability or consequent liability may occur as a consequence of such act or omission; and
     • such act or omission leads to any of us becoming subject to a wasted costs order or otherwise incurring any liability or contingent liability or being joined or threatened to be joined as a party to any claim (whether alone or in conjunction with others);

then you will: (i) indemnify and hold us harmless against any loss, damages, costs, expenses or other liability incurred by then in relation thereto, including, but not limited to, the costs of obtaining legal advice and/or representation and any payments (including payments of costs) ordered to be paid by any of them to any third party or otherwise payable upon settlement of any claim; and (ii) pay us at our normal charging rates in force from time to time, for time spent by us in defending our position and negotiating the settlement of any claim.

• Notwithstanding Section 8.1, if we consider that by following your instructions we may incur a liability to a third party, we may at our discretion:
  • refuse to carry out your instructions and/or cease to act for you; or
  • agree to follow your instructions on condition that you pay to us a sum of money specified to be held by us as security for your indemnity and undertaking to pay contained in Section 8.1.
• We will not be under any obligation to carry out any of your instructions that would give rise to a breach of any law or the SRA Code of Conduct.

9. LIABILITY
   • Any claims in relation to services provided by us must be brought solely against the Firm and under no circumstances will any such claim be made against any of our directors, employees, consultants or any other personnel.
   • If you instruct us in relation to matters that involve other service providers (including but not limited to other professional firms) who limit their liability in any way, our own liability will be limited to the amount that would have applied had the other service providers not so limited their liability.
   • We limit all liability to the fullest extent permitted by law to the amount of our professional indemnity insurance cover from time to time.
   • Any exclusion or limitation of our liability in these terms of business will not apply to any liability on our part for death, personal injury, fraud or any other liability that may not be excluded or limited by law.
10. INDEMNITY INSURANCE
    • We maintain a professional indemnity insurance policy which complies with the SRA’s requirements with insurers approved by the Financial Conduct Authority. Full details of our current insurance arrangements are available on request.
11. RECORDS
    • Except as agreed by us in writing and in the case of the original signed title deeds to real property, we will have no obligations to retain physical documents and may instead retain electronic copies.
    • When we cease work on a matter, you will be entitled (subject to payment of any outstanding fees and disbursements), to take possession of an electronic copy of the relevant file of papers together with any deeds or other original documents in our possession that relate to the matter. We will be entitled to keep a copy of any file papers we transfer to you for legal and audit purposes.
    • We will be entitled to destroy our files and any records in relation to a matter on which you have instructed us on or after seven (7) years from the date on which we ceased to carry out work on that matter unless you have requested in writing before the expiry of the seven -year period to take possession of such files and records.
    • If we take papers or documents out of storage in relation to continuing or new instructions to act for you, we will charge for such retrieval. We may charge you both for time spent producing stored papers that are requested and any other work necessary to comply with your instructions in relation to the retrieved papers, such as reading relevant correspondence.
12. THIRD PARTIES
    • Before instructing any service providers, for example expert witnesses or lawyers in other jurisdictions, on your behalf in relation to any material matter we will consult with you and seek your consent.
    • We do not charge any mark-up on the fees charged by the service providers we instruct on your behalf. Accordingly, we do not accept any liability to you or any third party in relation to any act or omission of such service providers.
    • We do not accept any liability or responsibility to any third party in respect of any advice, documents, information or other services provided by us unless we expressly agree to the contrary in writing signed by a Director of the Firm.
13. OUTSOURCING ARRANGEMENTS
    • From time-to-time we work with consultants, who may be solicitors in other firms or provided by interim agencies. Any such consultants are bound by the terms of consultancy agreements that require the consultants to operate in accordance with our internal procedures where applicable.
    • In appropriate situations, we may also work with other solicitors’ firms to deliver advice and services to our clients. At all times the responsibility for the advice and the services that are delivered to you remains with the Firm unless otherwise notified to you in writing. We will notify you if the advice or services that you need may be provided in this way. If that is the case we will provide you with details of the solicitors who will work with us and/or under our direction.
    • Whenever the Firm arranges any outsourcing of work, it continues to make confidentiality a top priority. We will take steps to ensure that any third party to whom we outsource takes confidentiality seriously and we will always seek a confidentiality agreement.
    • If you do not want your file or any aspect of the work that we undertake for you to be outsourced, please advise us in writing.
14. COMPLAINTS PROCEDURE
    • If at any point you become unhappy with the service we provide to you, then please inform us immediately so that we can do our best to resolve the problem for you. You can obtain a copy of our complaints procedure on request or from our website.
    • If our complaint relates to any work carried out by us, you may first discuss the complaint with the Partner responsible for that work. If this does not resolve our complaint you should contact our Complaints Manager, who has overall responsibility for dealing with complaints made against us. Contact details for our Complaints Manager are available on our website.
    • If we are unable to resolve your complaint then you can have the complaint independently looked at by the Legal Ombudsman. The Legal Ombudsman investigate complaints about service issues with lawyers.
    • The Legal Ombudsman expects complaints to be made to them within one year of the date of the act or omission about which you are concerned or within one year of you realising there was a concern. You must also refer your concerns to the Legal Ombudsman within six months of our final response to you.
    • If for any reason we are unable to resolve your complaint to your satisfaction, or if you object to any bill you may contact the Legal Ombudsman at PO Box 6806, Wolverhampton, WV1 9WJ. You can get more information on the Legal Ombudsman on org.uk or by calling 0300 555 1777.
    • Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint. You may also apply to the Court for an assessment of the bill under Part III of the Solicitors Act 1974. The Legal Ombudsman may not consider a complaint about the bill if you have applied to the Court for an assessment of the bill. If you are a corporate client then you may not have the right to complain to the Legal Ombudsman but will still have the right to complain to us and to apply to Court for an assessment of any of our invoices.
    • A copy of our full Complaints Procedure is available on request.
15. EQUALITY AND DIVERSITY
    • We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.
16. DATA PROTECTION
    • We have responsibilities which we take seriously under data protection legislation, including the UK General Data Protection Regulation (GDPR) and the Data Protection Act 2018. When we are providing you with legal services, we may process personal information about you, your officers, employees and any other data subjected involved in the matter. When we do this we are acting as a Data Controller in relation to that information unless otherwise explicitly stated in our engagement letter.
    • We will process all personal information in line with relevant data protection legislation and have provided full details of the information we process in our Privacy Notice. If you would like a copy of the Privacy Notice please contact us.
    • You confirm by giving us any personal information that you have the required legal consents to do so. We will process any personal information given to us using an acceptable legal basis which is detailed in our Privacy Notice.
    • We are committed to protecting the rights and freedoms of data subjects and have put in place technical and organisational measures to protect personal information which we review regularly. For information on our approach to information security then please see our privacy notice or contact us and we will be happy to provide further details.
    • Where permitted by applicable law, we may transfer your personal data to the United States of America and other jurisdictions outside the European Economic Area (‘EEA’) for the purposes set out in our Privacy Notice. Where such transfers are made and exemptions under data protection legislation do not apply, we will ensure that appropriate safeguards are put in place to keep your personal data secure. We will comply with all requirements relating to the data protection legislation and transfer of data outside of the EEA if we do so.
    • We will have the right to use public data sources and electronic verification in order to confirm the identity of you and your officers in order to comply with our duties and anti-money laundering legislation.
17. FINANCIAL SERVICES
    • This firm is not authorised by the Financial Conduct Authority (FCA). However, we are included on the register maintained by the FCA so that we can carry on insurance mediation activity – broadly advising on, selling and the administration of insurance contracts. The register can be accessed via the FCA’s website at https://register.fca.org.uk/
    • The Law Society is our designated professional body for the purposes of the Financial Services and Markets Act 2000.
18. TAX ADVICE
    • Our services will not include advice concerning the tax implications of any course of action or transaction, unless expressly instructed by you and agreed in writing by us.
19. E-MAIL
    • Unless you instruct us otherwise we will use e-mail and other electronic means in the course of carrying out work for you, for example to correspond with you, others involved in the transaction or litigation and their advisors. E-mail is not secure and can sometimes fail to reach the intended recipient as quickly as anticipated or at all. If you send us an e-mail concerning a matter requiring urgent attention you must call us to check it has been received. We do not accept any liability for the lack of security of emails or the failure of e-mails to arrive as quickly as anticipated or at all.
20. COSTS ORDERS IN LITIGATION MATTERS
    • Generally, the English Courts will order a losing litigant to pay a significant proportion of the costs of the litigation incurred by the winning litigant. A summary of the rules governing the allocation between litigants of cost is available on request.
21. INTEREST POLICY
    • We earn interest on the money that we hold in our client account on your behalf at rates determined by our bank. Subject to an annual minimum of £50, we will account to you for any interest received where the total interest received in respect of your client money held in relation to any particular matter for the period during which we hold it exceeds £50.
22. TERMINATION
    • At your request at any time, we will cease work on any or all matters upon which you have instructed us. You should make this request in writing. We may at our option cease work on any or all matters upon which you have instructed us provided we have good reason, e.g. where you do not pay an interim invoice. We will give you reasonable notice of our reason(s) should we decide to stop acting for you.
23. ADVICE ON ENGLISH LAW
    • Our lawyers are qualified to advise on matters of English law and EU law applicable to the UK only. If you request advice on matters covered by the law of another jurisdiction, then we are willing at your option to: (i) obtain advice on your behalf and at your expense from legal advisers qualified under the laws of that jurisdiction; (ii) introduce you to foreign legal advisors that you can instruct directly; or (iii) provide non-definitive advice on the matter on the basis that you accept that we cannot give definitive advice on matters covered by the law of another jurisdiction.

• GOVERNING LAW
  • English law governs the interpretation and construction of the contract between us and you and it is subject to the non-exclusive jurisdiction of the English courts.

Published: May 2023