These Terms and Conditions issued by Winslows Tax Law Limited (“the Firm”), as supplemented and/ or amended by any relevant Client Care Letter; apply to each Matter we work on for you.
No variation of these Terms shall be effective, unless it is in writing and is signed by one of the Directors.
the Firm means Winslows Tax Law Limited (Company Registration 10566246) whose registered office is at 1 Vicarage Lane, Stratford, London, E15 4HF.
means (where you are a body corporate) your shareholders, directors (as individuals not acting together as the Board), officers and employees, subsidiaries, parent companies and subsidiaries of parent companies, and (where you are a trade association) your individual members;
means Documents Held for You, Our Documents and Your Documents;
“Document Held For you”
means documents we create or receive on your behalf (including communications from or with third parties, notes of conversations and meetings, draft and final documents, and instructions to and opinions of barristers);
“Client Care Letter”
means, in relation to any Matter, the letter (or other agreement) recording the basis of our engagement.
means any circumstance beyond the reasonable control of the party affected by it and includes telecommunications failure, power supply failure, terrorism, fuel strikes, severe weather, computer breakdown, failure of suppliers to meet delivery requirements, industrial disputes and absence of personnel due to illness or injury;
means any specific transaction, dispute or issue in relation to which you ask us to provide Services whether or not it has been defined in a Client Care Letter or other agreement;
means documents (other than Documents Held for You) which we create or receive for our benefit (including copies of our letters to you, your letters to us, notes of telephone conversations and meetings with you for which we have not charged you, and our preliminary drafts, research materials and internal notes);
means a Director of the Firm
means all services we provide to you in relation to the relevant Matter;
“We”, “us” and “our”
means or refers to the Firm
includes the addressee of the relevant Client Care Letter and any other person identified in the Client Care Letter as our client and “your” shall have a cognate meaning; and
means documents which you give or lend to us to enable us to provide Services.
These are the standard terms and conditions of business under which you have engaged Winslows Tax Law Ltd and will apply to all dealings between Winslows Tax Law Ltd and your firm.
The following documents will constitute the entire agreement relating to our engagement by your firm: (i) any Client Care Letter, (ii) these Standard Terms (iii) any other terms and conditions agreed between Winslows Tax Law Ltd and you, and (iv) any amendments or supplements to any of the foregoing agreed from time to time.
In the event of any conflict between the terms of the foregoing, the documents shall be construed in the order of priority in which they are referred to above, but subject to any amendments as referred to in (iv).
These are set out in our engagement letter (the ‘’Client Care Letter’’).
We will usually need to pay out of pocket expenses on your behalf. These may include, for example, court fees or Land Registry searches. To avoid having to consult with you in advance of incurring these types of costs, your appointment of this Firm will be taken as your authority for us to incur reasonable out-of-pocket expenses in connection with the provision of advice to you.
In relation to larger sums, we can agree with you a ceiling amount we can claim, without your prior approval. Where expenses will be substantial, the Firm may need to ask you to pay such expenses direct or on account.
With regard to printing and copying services, we will be able to meet the majority of your printing requirements in-house. If we provide these services, the costs will be included as part of our fees. When necessary, the Firm will use outside suppliers and their charges will be included in our bill as a separate expense item.
These items will be itemised on our bill for reimbursement by you.
The normal hours of opening at our offices are between 9.00 a.m. and 6.00 p.m. on weekdays. Messages can be left on the answerphone outside those hours and appointments can be arranged at other times when this is essential.
Winslows Tax Law Ltd engage self-employed tax law consultants to provide legal advice and services to clients on our behalf. Each consultant is bound by a non-compete agreement, preventing them from dealing directly with clients of Winslows Tax Law Ltd, unless they obtain prior written consent from us to do so. Our consultants will always therefore act as representatives of Winslows Tax Law Ltd and all Services and advice provided to you by them will be provided on behalf of Winslows Tax Law Ltd. You shall not employ, engage or otherwise do business with any of our consultants directly, i.e. without instructing them through us, whilst they remain contracted as consultants by Winslows Tax Law Ltd and for 1 year after they cease to be so contracted. Failure to comply with this condition will amount to a breach of contract and will allow us to raise a claim against you for all direct and consequential losses suffered as a result of that breach.
Your contract is with the Firm which assumes liability for and is fully and exclusively responsible for the legal Services provided by its consultants, or any director or employee on its behalf and there is no contract between you and any of those individuals.
You agree that, to the extent permitted by law, if, as a matter of law, a duty of care, or any other duty, liability or obligation would otherwise be owed to you by any of our directors, employees or consultants, that duty is excluded.
You agree that you will not bring any claim, whether on the basis of breach of contract, tort (including, but not limited to, negligence), breach of statutory duty or any other basis against any of our directors, employees or consultants relating to any loss or damage that you or any person or company associated with you suffer or incur, directly or indirectly, in connection with any advice given to or other work done for you.
We charge fees which are fair and reasonable taking into account various factors such as the complexity of the matter, the time spent on it, the amount of money involved, the skill required, and the responsibility taken. It is our normal practice to apply an hourly charging rate which reflects the general nature of the work and the time the fee-earner spends on it. The time spent on a matter is calculated in units of 6 minutes. Time incurred on your affairs will include meetings and interviews with you and perhaps others; any time spent travelling; considering, preparing, drafting and working on documents; reading and research; preparing and working on papers and correspondence; and making and receiving telephone calls. The resulting sum is then reviewed in light of the factors referred to above in order to arrive at an amount which is fair and reasonable.
If your instructions require us to work outside normal office hours, or the case becomes more complex than expected, we reserve the right to increase our fees. Our charges are not contingent on the outcome of the case and will be payable whether or not a matter proceeds to completion.
Although we will always attempt to provide a realistic estimate of the range of our charges, unexpected additional work or other complications may arise and we reserve the right to revise our estimates and charge higher fees. Should it appear that we are likely to exceed the upper end of any estimate, we will notify you as soon as possible.
Our bills will be rendered according to the express terms of our Client Care Letter. Where there are no such express terms, our bills will be rendered in arrears and will include all charges and out-of-pocket expenses incurred up to the date indicated on the bill. In all cases, our bills will clearly specify the period to which they relate and what Services they cover.
All electronic payments should be made directly to our firm account details of which have been provided within our initial letter to you.
Timing of payment- Subject to any alternative arrangement in the Client Care Letter, we request that our bills are paid no later than 14 days after the date they are issued. If in any particular case you anticipate payment will be delayed, please discuss this with us at the earliest opportunity.
Outstanding bills- If you have not agreed with us any alternative arrangements and any bill owed to us remains outstanding for more than 14 days after it is issued, the firm reserves the right to charge interest on the outstanding amount (including VAT and any out-of-pocket expenses) at a rate of 2% above the base rate of Bank of England’s Base Rate from time to time commencing from the fourteenth day after the date of our invoice to you.
Any debts that have to be chased will incur a £50.00 plus VAT handling charge.
Payment by third parties – We are obliged to issue the bill in the Client’s name, even if the bill is being paid by a third party. As the named client, you will be liable for payment. Subject to this and to any arrangements agreed with you at the time, we would be happy for our bill to be paid by a third party directly. In these circumstances, we may need your authority to deal with the third party directly to facilitate payment.
The Firm is happy to discuss reasonable arrangements in relation to costs at the outset of the retainer. We can, for example, provide you with estimates of costs in advance, or at regular intervals during the matter, or let you know when costs reach a certain level. This would need to be requested by you, in writing, at the time of instruction.
If we receive a commission from a third party arising from work we are doing for you, we will credit you with the commission unless you have agreed otherwise or the amount is less than twenty pounds (£20) (excluding VAT).
The Firm will generally be obliged to charge VAT on fees and on most disbursements at the rate from time to time in force (currently 20%). Where any specific work is not subject to VAT the Firm will specifically confirm this to you, but unless you receive this confirmation, VAT will be chargeable.
VAT is payable on certain disbursements.
As explained above, bills are required to be issued in the name of the party who instructs us, even if the bill is being paid by a third party. If VAT is chargeable on a bill to our client, irrespective of whether it would be chargeable on a bill to that third party, the Firm is obliged to charge VAT on that bill.
If the place of business from which you instruct us is situated in a Member State of the European Union (other than the UK), we need to obtain from you before the Firm begins work for you the VAT registration number of your business in that Member State, so that we can issue our bill without a UK VAT charge.
If the place of business from which you instruct us is situated in a country outside the European Union, we will normally issue its bill without a UK VAT charge.
Our Firm is dedicated to keeping clients fully informed throughout the period during which we act for them. This includes advising you of any potential problems or delays, keeping you up to date on the progress of your matter and keeping you informed about our costs.
In order to be effective, the Firm will also need to be kept up to date by you. We would therefore ask that you advise us as soon as reasonably practical of any developments that may affect any aspect of our advice to you.
We may act for parties engaged in activities similar to or competitive with yours
Once we have agreed to act for you in relation to a Matter, we will not act for a third party in relation to the same Matter if there is a Conflict of Interest between that third party’s interests and your interests.
We may decline to act for you where accepting your instructions would create a conflict of interest or cause us to break an existing agreement with a third party.
Where our professional rules allow, and subject to satisfying the requirements of those rules (for example by implementing an information barrier), we may act for you and another client where a Conflict of Interest would otherwise exist, provided that we have the consent of both parties. We do not require your consent to act against an Associated Entity.
If, whether through a change in circumstances or otherwise, we find that we have agreed to provide Services to you in circumstances which give, or could give, rise to a conflict of interest we will discuss with you how to deal with the conflict and may, be obliged t
We operate a procedure to help address any issues which you would like to raise. To discuss any aspect of a matter we are handling or have handled on your behalf, please feel free to contact Winslows Tax Law Ltd, at any time. A copy of our full complaints procedure if available upon request, however is summarised below for ease of reference.
The address of the Legal Ombudsman is: PO Box 6806, Wolverhampton, WV1 9WJ; telephone, 0300 555 0333; or view their website at www.legalombudsman.org.uk, email enquiries to: firstname.lastname@example.org
A complainant to the Legal Ombudsman must be one of the following:
We shall not be obliged to comply with the paragraph above in relation to any Dispute in which we seek:
Nothing in this Terms of and Conditions shall prevent you at any time from referring any Matter to the body or bodies for the time being charged with the regulation of solicitors.
We may also use information to contact you by letter, telephone, e-mail or otherwise about our services and about events and to send you briefings and similar material. Contacting you by electronic means requires your specific and verifiable consent. By completing the relevant section in the copy of our Engagement Letter you are agreeing that we may use your contact details and information in this way. If you do not wish to be contacted or having provided consent previously you wish to withdraw or amend it, please inform us in writing.
You agree that we are authorized to disclose that you are a client of the Firm, that we have acted for you on a matter where information about the matter is in the public domain and on any other matter where you consent to such disclosure.
We have professional indemnity insurance in place. Further details in relation to the policy are available on request.
The limit of our liability to you for any claim is £3,000,000.00, including the firm’s costs.
Winslows Tax Law Limited T/A Winslows, 1 Vicarage Lane, Stratford, London, E15 4HF, is insured by Sompo International, under policy number PI20SOM0183.
Due to our own internal quality standards, we are subject to periodic checks by outside assessors. This could mean that your file may be selected for checking/ auditing, in which case we would need your consent for inspection to occur. All inspections are, of course, conducted in confidence and all external firms and organisations working with Us are required to maintain confidentiality in relation to any files and papers that are audited/ checked by them. Your files(s) may also be reviewed in a due diligence exercise relating to the sale or transfer of all or part of Our business, the acquisition of another business or the acquisition of a new business. If you prefer to withhold consent, work on your file will not be affected in any way. Since very few of our clients do object to this we propose to assume that we do have your consent unless you notify us to the contrary. We will also assume, unless you indicate otherwise, that consent on this occasion will extend to all future matters which we conduct on your behalf. Please contact us if we can explain this further or if you would like us to mark your file as not to be inspected. If you wish to withhold consent, please inform us in writing.
You may from time to time ask us to communicate with you electronically via the internet. Although the majority of Internet messages reach their destination safely, as you may be aware, the Internet is neither private nor secure nor are there service guarantees for correct message routing or promptness of delivery. Consequently, we advise you, for security and reliability reasons, to avoid using the Internet for sending to us or receiving from us messages or documents which are confidential or time critical.
If, however, you choose to contact us or send us documents, or ask us to communicate with you or send you documents via the Internet, the Firm will assume that you wish communications between yourselves and ourselves to be conducted via the Internet notwithstanding the security and reliability issues mentioned above.
Under the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000, the Firm reserves the right to monitor email correspondence.
What personal information we process
The categories of personal data we process include general personal data (which includes normal personal data, personal identity, email addresses and personal financial data) and special categories of personal data if these have been voluntarily provided to us (which includes ethnicity, nationality and medical history).
How we use your personal information
When your file is open, the personal data is necessary in relation to the purpose for which it was originally intended. We process your personal information to fulfil our contract with you, or where you or we have a legitimate interest in doing so, where otherwise permitted by law, or to comply with applicable law and regulation. We use your personal information for:
When your matter is completed, and / or your file is closed, we may still process your personal information where we have a legitimate interest in doing so, where we are permitted by law, or to comply with applicable laws and regulation.
Examples of such instances will include:
How We Share Your Information
You have a right to complain to the Information Commissioner’s Office (https://ww.ico.org.uk ), which regulates the processing of personal data. You may also seek a judicial remedy.
We will, at your request, either during the provision or after completion of any Services, release to you or to your order Your Documents and Documents Held For you, provided that we are not at the time exercising our right to retain documents pending payment of outstanding fees and expenses or are prevented by any court order, undertaking or other legal constraint from doing so. We may copy all of Your Documents and Documents Held for You before releasing them, including any electronic correspondence submitted by You.
In general, we will retain any file relating to a matter on which we have acted for you for 6 years after the matter is completed. After that period, we will be entitled to deal with the file without further reference to you, including its destruction as noted above. In any particular matter, you will of course be free to ask us in advance to retain the file for a longer period and/or to take no action in relation to our file without further notification to you.
We do not accept responsibility for the loss or damage or any item which we hold on your behalf unless we expressly agree in writing to the contrary.
After completing the work, we will be entitled to keep all your papers and documents whilst there is still money owed to us for fees and expenses. We will keep our file of your papers including emails and any hardcopies thereof, for up to six (6) years, except those that you ask to be returned to you. We keep files on the understanding that we can destroy them six (6) years after the date of the final bill (and up to 12 years in respect of some regulatory transfers).
If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrieval. However, we may make a charge based on the time spent producing stored papers or documents to you or another at your request. We may also charge for reading, correspondence or other work necessary to comply with the instructions given by you or on your behalf. We will ask you to confirm that any personal data we have retrieved remains current and up to date if we are to act upon such data as part of our duties under Data Protection legislation.
You may terminate our appointment at any time by written notice to us. We will be entitled to keep all your papers and documents while there is money owing to us for our charges and expenses.
The Firm may terminate the appointment at any time by written notice if:
If our appointment is terminated, the Firm shall be entitled to the payment, in accordance with the paragraph above, of all outstanding fees for the Services provided by the Firm on or before the date of termination together with reimbursements of any disbursement properly committed or incurred by the Firm on or before such a date.
If all or any part of either the Client Care Letter or these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect, then the remainder of the Client Care Letter and/or these Terms and Conditions will remain valid and enforceable.
We may, by one month’s written notice to you, modify these terms from time to time to reflect our current practice and/or changes to professional and other regulatory requirements laid down by the Law Society which regulates the professional conduct of solicitors.
In accordance with the requirements of the Data Protection Act and the Money Laundering Regulations, we confirm:
If you are a new client or an existing client who has not previously supplied information, you are requested to supply the following; one item from List A and one item from List B (please note we require certified copies if you are sending these by post or if you are bringing in the original documents to our offices – we will make certified copies here).
LIST A – Proof of Identity
LIST B – Address Verification
If you are a new or existing body corporate client not listed on a regulated market who has not previously supplied information, we will require the following:
No provision of the Client Care Letter and/or these Terms and Conditions (other than the last three paragraphs of clause 6 and the last paragraph of clause 15 above) is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999. Accordingly, no third party (other than the employee, consultant or director wishing to rely on than the last three paragraphs of clause 6 and the last paragraph of clause 15) shall have any right to enforce or rely on any provision of the Client Care Letter and/or these Terms and Conditions.
Neither you nor we shall have the right to assign the benefit or burden of the Client Care letter and/or these Terms and Conditions without written consent of the other.
You agree that the arrangements set out in or contemplated by this letter are governed by English law and that the English courts have exclusive jurisdiction to resolve any dispute arising out of or in connection with the Client Care Letter and these Terms and Conditions.
We only advise on the Laws of England and Wales. If you require advice on the laws of other jurisdictions, we will, with your agreement, instruct lawyers practicing those laws to give such advice, on the same basis as we engage other third parties on your behalf.
Consistent with our internal policies and procedures, we will not discriminate in the way we provide our Services on the grounds of age, disability, gender re-assignment, marriage and civil partnerships, pregnancy and maternity, race (including colour, nationality [including citizenship] ethnic or national origins), religion or belief, sex, sexual orientation.
We shall not be liable to you if we are unable to perform our Services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify you as soon as reasonably practicable.
If during the course of the matter upon which we are advising you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not.
As we have said, we are not authorised by the Financial Conduct Authority and we are not included on the register maintained by the Financial Conduct Authority. We do not carry on any insurance distribution activity, which is broadly the advising on, selling and administration of insurance contracts.
We are committed to promoting compliance with the requirements of the Criminal Finances Act 2017 within its practices as well as in those areas in which it has influence.
We do not tolerate tax evasion, or the facilitation thereof in any circumstances, whether committed by or facilitated by a client, personnel or associated persons/companies.
In the event of any inconsistency between the Client Care Letter and these Terms and Conditions, the Client Care Letter shall prevail.
These terms supersede any earlier terms of business/ terms and conditions we may have agreed with you, in the absence of express agreement to the contrary, will apply to the Services referred to in the Client Care Letter accompanying these terms and all subsequent services we provided to you.