Terms of Engagement
1. Our contract
- The terms in this document as supplemented and/or amended by any relevant letter of engagement (Terms), apply to each matter in relation to which Cross-Border undertakes work for you.
- In the event of any conflict between this document and the relevant letter of engagement, the letter of engagement shall prevail.
- We shall be entitled to assume that whoever gives us instructions to provide services has actual authority to do so and we shall be entitled to rely on any information provided to us by that person.
- Where instructions are given on behalf of a company, LLP or other organisation we shall be entitled to assume that the Terms have been brought to the attention of and approved by the directors of the company, members of the LLP or, in the case of any other organisation, the appropriate officers of that
- Where our client consists of more than one person or entity, the liability of those persons or entities is joint and several. Each joint client irrevocably permits us to disclose to any other of the joint clients at any time any information which we would otherwise be prohibited from so disclosing by virtue of our duty of confidentiality. If any joint client ends this permission during the provision of the relevant services, or if a conflict of interest arises between joint clients, we may suspend or terminate the provision of the services related to that matter to one or more of the joint clients.
- It is vital that you provide us with all relevant information to represent you and provide services to you and that all information provided is, to the best of your knowledge, complete, accurate and up to date, and is supplied as quickly as practicable. Please tell us of any subsequent changes to the information provided, as well as about any further information which might be relevant.
- The services are provided to you and may not without our prior written consent be disclosed to any other party or be referred to in any public document or communication.
- Please let us know if you have a preferred method of communication e.g telephone, email or fax. Unless we hear from you, we will use whatever mode of communication appears appropriate in the circumstances.
- Please be aware that criminals are known to target communications by email. Therefore, before you use email to communicate with us, we strongly advise you to install and maintain appropriate anti-virus and anti-malware software. We shall not be responsible for checking whether you have done so. Please be particularly wary of any email or its attachment which gives you information about where to send money, e.g, bank account details. If in any doubt you should seek appropriate corroboration from us by phone or personal contact.
- All email messages sent to us will, if properly addressed, arrive on the terminal of the person to whom they are addressed. Please be aware of the following points:
- the firm is connected to the internet, but the exchange of email messages may be subject to delays outside of our control;
- the safe delivery of email via the internet should not be assumed;
- the confidentiality of email cannot be guaranteed.
- Unless you ask us, we shall not be required to encrypt or password-protect any email or attachment sent by us.
- We shall not be responsible for any loss or damage arising from:
- the unauthorised interception, re-direction, copying or reading of emails including any attachments; or
- our acting on instructions which appear to come from you, but in fact do not (for example, via ‘spoofed’ email, including where your account has been hacked), unless we are negligent to do so.
- We shall not be responsible for the effect on any hardware or software (or any loss or damage arising from any such effect) of any emails or attachment which may be transmitted by us (except where this is caused by our negligence or willful default).
4. Conflicts of interest
- We take conflict issues seriously. We have procedures in place to ensure that conflict checks are carried out on every matter as soon as practicable so that, if an issue arises, it can be discussed with you and dealt with as soon as possible.
- Our conflict procedures help us fulfill our professional obligations not to act for a client in a matter where there is an actual (or significant risk of a) conflict with:
- the interests of another client for whom we are already acting; or
- If at any time you become aware of an actual or potential conflict of interest, please raise it with us
- Subject to our professional duties, we will always seek to resolve any conflict issues in the most advantageous way to the clients concerned.
- You agree that after termination of our engagement, we may act or continue to act for another client in circumstances where we hold information which is confidential to you and material to the engagement with that other client. We will not, however, disclose your confidential information to that other client.
- We will keep confidential any information which we acquire about your business and affairs. We may disclose such privileged and/or confidential information and any advice, certificate, report or opinion given by us to you or any third party in connection with your affairs to:
- our auditors, external assessors or other advisers;
- our insurers (i) for the purposes of our professional indemnity insurance renewal; or (ii) in order to assist us to comply with the terms of our professional indemnity insurance cover;
- external agencies which undertake typing, printing, photocopying, mailings and other business support services.
- We may be required, by law or other regulatory authority to which we are subject, to disclose such privileged and/or confidential information and any advice, certificate, report or opinion given by us to you or any third party in connection with your
- If you or we engage other professional advisers to assist with a matter we will assume, unless you notify us otherwise, that we may disclose any such information, advice, certificates, reports or opinions to such other advisers as necessary.
- In certain circumstances, it may be necessary to erect an information barrier to protect the confidentiality of client information; if this is needed we will discuss it with you.
- Where possible, we will disclose to you all information which is material to your affairs and business regardless of the source of that information. However, we will not disclose to you any confidential information about the business and affairs of any other existing or former client, or any information in respect of which we owe a duty of confidentiality to a third party.
- If at any time a third party requests access to documents held by us or asks to interview us in connection with the services we have provided, we may be required as a matter of law to comply with this request.
- Where appropriate, you will be responsible for our fees, disbursements and expenses in dealing with any such request, including the fees, disbursements and expenses involved in identifying relevant documents, attending interviews or making or defending any application in connection with the validity of the request. Disbursements and expenses may include the fees of counsel or of third parties instructed by us in order to advise on issues connected with the request.
- We will keep confidential any information which we acquire about your business and affairs. We may disclose such privileged and/or confidential information and any advice, certificate, report or opinion given by us to you or any third party in connection with your affairs to:
6. Data protection and our use of your information
- Privacy notice and personal data
- Our privacy notice is available on request or on our website crossborderworldwide.com/data-protection.
- It explains:
- what categories of personal data we may hold about you and the sources of that data;
- the purposes we use that information for and the legal basis for processing that information;
- who we may share that data with;
- the period for which your data is stored, or the criteria to determine that period;
- the rights that you have in respect of your data, including information about the right to lodge a complaint with the Information Commissioner’s Office, if we have failed to comply with our obligations in respect of your
- We may amend our privacy notice periodically to ensure that it is operating effectively and complies with relevant laws and regulations. We will notify you of any substantial changes to the notice.
- We will use the personal information we receive about you for the administration of our relationship with you, billing (and, where necessary, debt collection) and marketing.
- Where you provide any personal data to us (including that of third parties involved in the instructed matter), you are responsible for ensuring that your disclosure of that data to us for the use by us in the provision of our services complies with the requirements of the data protection legislation. You have the sole responsibility for the accuracy, quality and legality of the personal data you provide to us.
- Use of your information to search the files of credit reference agencies
- To help us to make credit decisions about you, to prevent fraud, to check your identity and to prevent money laundering or other financial crime, we may also use the personal data we hold about you to search the files of credit reference agencies who will record any credit searches on your We may do this before you enter into this agreement. The information may be used by other credit grantors for making credit decisions about you and the people with whom you are financially associated, for fraud prevention, money laundering prevention and occasionally for tracing debtors. We may disclose your details to our agents and service providers for any of the purposes set out in this paragraph.
7. Freedom of information
- Save for the information set out in paragraph 7.3 below, information provided by us to you about the firm and/or the provision of our services is confidential to Cross-Border and/or commercially sensitive.
- Likewise information generated by you about us may involve confidential and/or commercially sensitive information. Any disclosure of such information to others is likely either to be a breach of confidence and/or to prejudice your or the firm’s commercial interests.
- Save in exceptional circumstances, we consent to the following details being disclosed in response to a request for information:
- these terms;
- your annual expenditure on legal services provided by us;
- the firm’s name as your appointed representative and/or tenderers and the firm’s business address;
- the name and business address of the firm’s lead partner for the appointment; or
- other information about us which is in the public domain.
- In the event of a request for information about us, you will notify us promptly in writing (and before making disclosure) and pay due regard to any representations which we may make about disclosure.
8. Papers and documents
- We store deeds and papers for clients, normally without charge. We also do not normally make a charge for retrieving stored papers or deeds in response to continuing or new instructions to act for you. However, we reserve the right to make a charge based on the time we spend on reading papers, writing letters or providing other services necessary to comply with the instructions.
- We may on occasion wish to put a document created while we are acting on your behalf on our legal know-how system. This is an intranet available only to us and helps us to provide you and our other clients with a better service. If you have any concerns about this, please let us
- On completion of a matter and payment of any outstanding bills we shall return to you, on request, any documents lent to us by you for the purposes of the matter. Where we are acting for joint clients and one joint client asks us to transfer documents lent to us for the purposes of the matter, we will deliver them to, or to the order of, the joint client who delivered them to us.
- We do not agree to retain files for any particular period of time but generally keep all files for a minimum period of 7 All files and papers held by us (other than deeds, wills and similar items you have asked us to keep in secure storage) may be preserved on microfilm or by other means of image processing or in electronic form. We reserve the right to destroy files without further reference to you 7 years after completion of a matter.
9. Intellectual property rights
- We retain full and exclusive ownership of all copyright and all other intellectual property rights in all documents, advice and other works (in any form including, without limitation, in electronic form) we create, develop or generate for you in the course of providing the services (including, without limitation, working and draft documents and advice as well as final documents and advice). We now grant you a non-exclusive, non-transferable, non-sublicensable license to use and reproduce such documents, advice and other works solely for the purposes for which such services were provided by us and not otherwise. If you do not pay us in full for such services in accordance with paragraph 18 we may, on giving you notice, terminate that license with immediate effect (in which event you shall not use or reproduce such documents, advice or other works for any purpose) and we will only again grant such license to you once full payment has been made to us for such services.
- We may retain for our subsequent use a copy of the advice or opinion of any expert or other third party given in written form (or any note of any advice or opinion) obtained in the course of providing the services. Any expert or other third party will be instructed on the basis that any such advice or opinion will be retained.
- If we retain a copy of any advice or opinion in this manner we will take all reasonable steps to conceal information (such as name, addresses or descriptions) which might reasonably enable you to be identified.
10. Duty of care and other advisers
- The services provided by us are for your benefit alone and solely for the purpose of the matter to which they relate. They may not be used or relied upon for any other purpose or by third parties. Our duty of care is to you as our client and does not extend to any third party.
- Subject to what is set out in paragraph 13 below, no third party shall have any right to enforce any of the Terms, provided that no right or remedy of any such person which exists or is available otherwise than by virtue of that Act shall be adversely affected by the Terms.
- We will, on your behalf, instruct, liaise with or coordinate advice from other professional advisers, including foreign lawyers, accountants and tax advisers. We will not be responsible for the accuracy or appropriateness of the advice given or work undertaken by those other advisers or for payment of their fees and expenses.
- If foreign advice is required, we can, in consultation with you, refer the matter to an appropriate practitioner qualified in the relevant jurisdiction.
11. Insider lists
- To the extent that the Disclosure Rules applicable to listed and quoted companies require you to procure that persons acting on your behalf draw up insider lists, we will maintain, and provide copies to you on request (in accordance with the Disclosure Rules) of, such lists in relation to those individuals at the firm who have access to inside information about you and will take the necessary measures to ensure that every person whose name appears on such lists is aware of the legal and regulatory duties entailed and of the sanctions attaching to the misuse or improper circulation of such information.
12. Anti-money laundering
- The law requires us to get satisfactory evidence of the identity and source of wealth and funds of their clients and sometimes people related to them (Customer Due Diligence (CDD)). This is because we deal with money and property on behalf of their client can be used by criminals wanting to launder money. To comply with the law, we need to get evidence of your identity as soon as possible. We will let you know what forms of evidence (if any) we need from you. We need to complete CDD checks satisfactorily in order to comply with legal obligations.
- In order to comply with its statutory obligations, the firm operates an anti-money laundering reporting procedure. If the firm knows or suspects that you (or any other party involved in this matter) are involved in money laundering or hold the proceeds of crime, the firm may be required by law to make a report to the crime agency and, if notification is made, the firm is prohibited from advising the suspected party that it is doing so. These requirements override the firm’s duty of confidentiality to you.
- Proceeds of crime are assets or income which have been acquired through some illegal activity, for example drug-trafficking, non-payment of tax or fraudulently obtaining benefits. If a report is made to crime agency, the firm must stop work on the matter until it is authorised by crime agency to proceed.
- Any fees, disbursements and expenses incurred in complying with the above will be charged to you. There may be circumstances in which the firm considers that it is obliged to make a report to crime agency which it later turns out was not required by law. By instructing the firm you agree that such reports can be made. The firm cannot accept responsibility or liability for any loss, damage or expense (whether direct, consequential or otherwise) arising from any delay or otherwise as a result of making any reports to crime agency and ensuring compliance with its statutory obligations.
13. Exclusions and limitations of liability
- If we are prevented by circumstances beyond our reasonable control from providing the services we have undertaken to perform for you, we will immediately notify you of the nature and extent of such circumstances. If as a result of those circumstances we are unable to meet any deadline or complete the services by any estimated date of completion or at all:
- any such failure on our part will not constitute a breach of the agreement between us;
- we will not be otherwise liable to you for any such failure to the extent that it is attributable to any such circumstances notified to you; and
- any estimated date for completion of the services will be extended accordingly.
- We shall not be responsible for any failure to provide services on any issue which falls outside the scope of our
- We shall have no responsibility to notify you of, or the consequences of, any event or change in the law (or its interpretation) which occurs after the date on which the relevant service is provided.
- We shall not be liable for any indirect loss or damage or any loss of profit, income, anticipated savings, production or accruals arising in any circumstances whatsoever, whether in contract, tort, negligence, for breach of statutory duty or otherwise, and howsoever caused.
- Cross-Border alone will provide the services and your agreement is solely with Cross-Border. You agree that you will not bring any claim whether in contract, tort, negligence, for breach of statutory duty or otherwise against any service company owned or controlled by or on behalf of Cross-Border or any of the members of Cross-Border or against any member of, consultant to, or employee or agent of Cross-Border or of any service company owned or controlled by or on behalf of Cross-Border or any of the members of Cross-Border. Those service companies, members, consultants, employees and agents assume no personal liability for the provision of services and shall be entitled to rely on the Terms insofar as they limit or exclude their liability.
- Nothing in the Terms shall exclude or restrict our liability to you for death or personal injury resulting from our negligence or for fraudulent misrepresentation or in any other circumstances where liability may not be so limited or excluded under any applicable law or regulation.
- Subject to any agreed limit on our liability, our liability to you shall be limited to such sum as it would be just and equitable for us to pay having regard to the extent of our responsibility for the loss or damage and the responsibilities of all other persons. You agree that our liability shall not be increased by:
- any limitation, exclusion or restriction of liability you have agreed with any other person, or any joint insurance or coinsurance provision between you and any other person;
- your inability to recover from any other person, or your decision not to recover from any other person.
14. Our fees
- Our fees are normally based on a fixed fee basis.
- We also provide bespoke services for individual clients and in determining our fees, factors, such as, complexity, value, importance to the client and urgency may be taken into account. We reserve the right to add an uplift to our rates to take account of these other factors, and to make a charge for the use of our precedents and know-how. We are willing to provide services on an urgent basis, and will endeavor to make staff available outside normal hours if necessary. Please let us know if you would like to have someone on call either over specific periods or generally.
- Time spent will include meetings with you (and perhaps others); any time spent traveling; considering, preparing and working on papers; file opening and compliance procedures; research; correspondence (including emails); preparing attendance notes; making and receiving telephone calls; and preparing and providing copies of documents for you after completion of a matter. Where applicable, our rates are set out in your letter of engagement and vary according to the level of seniority and expertise of each adviser. VAT will be added where applicable. The rates are normally reviewed annually but we reserve the right to alter rates at other times. You will be notified of any changes to the rates. If you wish to cease instructing the firm as a result of any increase in rates, you are free to do so.
15. Disbursements and expenses
- By instructing us, you are authorising us to incur such disbursements as we consider necessary. However, we will consult you before incurring any significant disbursements.
- Disbursements may include the fees of counsel and other experts, court fees, search fees and stamp duty land tax. In relation to all disbursements we will charge you only the fee that has been charged to us.
- We reserve the right to charge you a fee (which will cover any actual cost to us and an administration charge):
- for arranging certain bank transactions and postage services;
- for traveling expenses, online meeting and webinar services, computer-based research, providing data on electronic media, photocopying, scanning, printing and incoming and outgoing faxes.
- VAT will be added to disbursements and expenses where applicable.
16. Payments on account
- We may require you to make a payment to us on account of fees, disbursements and expenses at any time and on more than one occasion. The receipt of any such payment on account will be a condition of acting, or continuing to act, for you. Our total bill may be higher than the amount you have paid on account. Money paid on account which is not subsequently required for fees, disbursements and expenses will be refunded to you.
17. Clients’ money
- Where we receive money from you which is to be applied on your behalf (including payments on account), it will (unless agreed otherwise with you) be held in our general client account
- We will account to you for interest on any balance(s) we hold on your behalf, when it is fair and reasonable to do so in all the circumstances in order to achieve a fair outcome.
- Deposit interest paid to you by us will be paid without deduction of tax unless we tell you in writing otherwise. It is your responsibility to declare sums so received for tax purposes.
- Money held by us will be taken in payment or part payment of our invoices within 14 days of the date of the invoice, unless that money is held for any other purpose. You agree that we can retain monies against unbilled and unpaid disbursements.
- Where we make payment of money to you or to another person on your behalf, it will usually be by an electronic funds transfer. We do not accept any responsibility or liability for any losses arising in respect of any interception, appropriation, misuse or delay in receipt.
- If the income we pay or secure for you is received by you on behalf of someone else (as their agent or nominee, for example) we will also require this person’s information to be provided to us. Normally, if we have details of the ultimate beneficiary of the income then it is the details of that beneficiary, rather than your own details, that we should include on our
18. Billing and payment terms
- Unless otherwise agreed in your letter of engagement, we will be entitled to bill you in respect of fees, disbursements and expenses monthly and on completion of each matter. At the end of our financial year, we shall be entitled to bring up to date our billing in respect of all your then unbilled work. There may be a delay in invoicing disbursements incurred on your behalf pending our receipt of the relevant invoices from suppliers and our bills are not a final bill in relation to disbursements and charges.
- Our bills are due for payment on receipt without any deduction, set-off or counterclaim. We reserve the right to suspend or terminate the provision of further services until payment is received. If a bill (or part of a bill) remains unpaid for 30 days after the date of the invoice, we reserve the right to charge interest at the rate applicable to judgment debts until payment is made. In addition to our legal right (lien) to hold on to your papers and other assets in our possession until all sums outstanding to us are paid, we have a contractual right to do the same (whether in relation to the services for which payment has not been made or any other services).
- If you are required by law to make a deduction or withholding from the payment of a bill for our services, you are required to notify us in writing of the amount to be deducted or withheld and the legal justification for such deduction. If required by us, you shall pay such additional amount as shall be required to ensure that the net amount received by us will equal the full amount which would have been received by us on payment of the relevant bill had no such deduction or withholding been required to be made. To the extent that any deduction or withholding in respect of which an additional amount has been paid under this paragraph results in us obtaining a tax credit or deduction (all reasonable endeavors having been used to obtain such credit or deduction), we shall pay to you an amount equal to the lesser of (i) the amount of tax saved by us as a result of the use of such credit or deduction and (ii) the additional sum paid under this paragraph.
- If a third party agrees to be responsible for payment of some or all of our fees, disbursements and other charges on your behalf, and payment is not made in accordance with these Terms, you will be responsible for paying to us any outstanding amount.
19. Early termination of services
- You or we may bring the provision of all or any services to an end at any time by giving written notice to the other. We will not do this without giving you reasonable notice and without a good reason such as:
- your failure to pay to us any amount due, or money on account requested; or
- your insolvency; or
- the discovery or creation of a conflict of interests; or
- our being prevented from acting by the crime agency; or
- your requesting us to break the law or any professional requirement; or
- the relationship of trust and confidence necessary ceasing to exist between us; or
- your failure to give us adequate instructions; or
- any other breach by you of the Terms.
- If the provision of services is terminated you will be liable only for fees arising and payments made or committed up to the date of termination, together with any fees or payments for services necessary in connection with the transfer of the matter to another adviser. If this happens, we shall charge for services provided in accordance with the hourly rates prevailing at the relevant time. VAT will be charged as applicable. All our rights set out in the Terms shall continue to apply even if we terminate the agreement between us.
20. Complaints handling
- We do our utmost to treat all our clients fairly. If you have any problem with our services (including any problem with a bill – for further details see paragraph 18 above) you have a right to complain. If you are unable to resolve the problem with the individual dealing with the matter (or their supervisor) or the person managing our relationship with you, you should write without delay to the managing partner setting out the nature of your
- We have a complaints procedure, a copy of which is available on request. We will endeavor to deal with any complaint as soon as practicable.
21. Dispute resolution
- All disputes not resolved under paragraph 20 shall be determined by a mediator.
- Any failure by the firm to insist upon strict performance of any of the Terms, or any failure or delay by the firm to exercise any rights or remedies whether under the Terms and/or at law or otherwise, shall not be deemed a waiver of any right of the firm to insist upon the strict performance of the Terms or of any of its rights or remedies as to any default under the Terms.
23. Equality and diversity
- We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. We will not discriminate in the way we provide our services on the grounds of sex (including gender reassignment), marital status, sexual orientation, disability, race, colour, religion, age, nationality or ethnic or national origins.
- If any of the Terms is found by any court of competent jurisdiction to be illegal, invalid or otherwise unenforceable then that provision shall, to the extent necessary, be severed and shall be ineffective but without affecting any other Term.