Letter of Engagement & Terms of Business
Last updated 25th March 2024
Letter of Engagement
This letter, together with the Terms of Business sets out the basis on which we propose to work with you and forms the legal basis of our agreement with you. It is important that you read these documents carefully and ask us if you are unsure about anything or have any questions.
1. The Matter
This engagement letter and the terms set out in it cover our services in connection with the any matter you open with us.
2. People Responsible for Your Matter
Your matter will be handled by a member of the Helium Law team allocated to progress your matter.
Our hourly rate is £150 plus VAT. On the date of this Engagement Letter Helium Law is not VAT registered, so no VAT will apply to your invoiced amounts. Please note this may change.
Helium Law uses both employees and contractors to provide legal services. Our prices are the same regardless of which you use through our service.
As described in the Terms of Business, your matter may be sub-contracted to a solicitor, who will work on your matters on a day-to-day basis.
3. Charges and Payment
It is important that you have the best information possible about our professional charges and expenses that you are likely to incur. This information may be updated as the work progresses, and we will be happy to provide you with any additional information you request in relation to these charges and expenses.
4. Professional Charges
Our professional charges are calculated by reference to the amount of time spent dealing with your matter. This includes, but is not limited to, advising, attending upon you and others, dealing with papers, correspondence and taking part in negotiations.
The hourly rate indicated in this Engagement Letter can be changed with 30 days notice.
5. Disbursements and expenses for your matter
In addition to our professional charges, you will be responsible for any disbursements (expenses) we incur on your behalf as part of your matter. These may include, but are not limited to, fees paid to experts or barristers. Any expenses will be incurred only if preliminary agreed upon with you.
6. Payment of Charges and Expenses
Any payment must be made promptly as a delay could have an adverse effect on the progress of your matter.
The relevant payment details will be indicated in the invoice.
7. Billing
We will bill you automatically from your bank account. If we send you invoices instead, these will be payable on the date stated on the invoice. If you are unable to pay you must contact us, as we may be unable to continue working on your matter if a bill (including a bill for expenses) remains unpaid.
8. Start of Work
Our agreement with you takes effect from the date you tell me to start work. You will not be charged if you let us know within 14 days that you no longer wish to proceed, unless you have already asked us to start and work has been carried out. You are free to change your mind for whatever reason.
9. Your Responsibilities
In order to assist in the smooth running of your case, and to ensure we keep costs to a minimum, please:
- Provide us with clear, timely and accurate instructions;
- Do not ask us to work in an improper or unreasonable way;
- Provide all documentation/ information that we request and keep safe any documents that are likely to be required during your case;
- Do not mislead us; and
- Cooperate with us as we may require.
10. Service Commitment
We aim to provide you with the best possible service at all times and we will:
- Always act in your best interests;
- Give you our best advice;
- Explain to you the benefits and risks associated with your matter and the costs so that you are always in control of your case;
- Regularly inform you of how your matter is progressing and of any change in circumstances so that you know what’s been done and what is still required.
Your feedback is important to making sure we maintain those standards. If at any point you are dissatisfied with how your case is being handled, please let me know. Please contact me to discuss and I will review your concerns and discuss them with you.
In the unfortunate event that we are not able to resolve your concerns you may wish to contact the Legal Ombudsman. Full contact details and relevant time frames are included in our enclosed Terms of Business. If your complaint is about your bill you may also have the right to apply to the Court for an assessment.
11. What You Need To Do
Please read this letter and our Terms of Business carefully. When you sign up to our application you accept these terms. If you didn’t sign up to our service yourself and someone signed up on your company's behalf, you may be asked to sign these terms via a digital link.
Please let us know if you change your contact details.
In order to proceed with your matter, we need to confirm your identity to ensure there is no reason that I could not act for you as well as your firms good standing and other details as required by law. The relevant documents have been requested from you and if anything remains outstanding, please provide as soon as possible.
We look forward to acting on your behalf.
Helium Law Ltd
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Terms of Business
1. General
1.1. These Terms of Business together with any letter which we may send you confirming your appointment of us and outlining your matter ('Engagement Letter') are herein referred to as the ‘Terms’ and the Terms constitute the contract between you and Helium Law Ltd (‘HLL’). In the case of any inconsistent or incompatible provisions, the Engagement Letter takes precedence.
1.2. In these Terms ‘HLL’ or ‘we’ shall mean Helium Law with registered address at 86-90 Paul Street, London, England, EC2A 4NE, its associated companies and, in all relevant cases, any successor or assignee.
1.3 The expressions ‘you’ or ‘your’ refer to you, our client.
2. About Us
2.1. Helium Law Ltd is not regulated by the Solicitors Regulation Authority (SRA - you can find more about solicitors and the SRA on their website www.sra.org.uk), though some persons providing advice on its behalf may be solicitors and will be regulated by SRA. We will always clearly communicate to you who of our team are regulated and who are not.
2.2. Not being regulated by SRA means that we will not be able to provide you certain legal services, such as representation in court, conveyance etc. We will always inform you in advance if we cannot provide certain legal services.
2.3. You are not entitled to regulatory protections such as access to the Compensation Fund or the SRA’s minimum terms and conditions for professional indemnity insurance.
The SRA Compensation Fund is a discretionary fund operated by the SRA to which all solicitors contribute. Its purpose is to make grants to people whose money have been stolen, misappropriated, or otherwise not properly accounted for; or those who have suffered a loss for which a regulated person should have been insured, but was not. You can find more information here - https://www.sra.org.uk/consumers/compensation-fund/.
We are not required to have professional indemnity insurance that meets the SRA’s minimum terms and conditions (MTCs – you can find the information on the MTCs here https://www.lawsociety.org.uk/Topics/Professional-indemnity-insurance/Practice-notes/Professional-indemnity-insurance#sub-menu-dy10 ).
2.4. Some other regulatory protections attached to the title of solicitor, such as legal professional privilege, may not apply either.
3. Provision of Advice
3.1. Our advice on any matter is confidential and is provided for your benefit alone and solely for the purpose of the matter you have engaged us to advice upon and in connection with which the advice is given. Save with our prior written consent it may not be relied upon for any other purpose or by any other person. Our duty of care is to you as our client and does not extend to any third party.
3.2. We are not responsible for advising (or not advising) on matters we have not explicitly agreed to act upon, or for advising on changes in the law after we have delivered our advice, or if you act or refrain from acting on the basis of any draft advice before it has been finalised.
3.3. You are responsible for providing us in a timely manner with all instructions, information, and documents that we require in order to advise you or provide other services on your matter and to ensure that such information is, and remains, true and accurate in all material respects and is not misleading. Unless we agree otherwise, we will not check the accuracy or completeness of such information. You should not assume that information or documents which have previously been given to us on matters on which we have previously advised will be taken into account on a new matter.
3.4. If now, or at any time in the future, any matter upon which we act for you is the subject of contested proceedings, whether in the courts or other tribunals, you will almost certainly have to disclose documents, including electronic documents, relevant to the matter. You should ensure that you do not destroy or allow to be destroyed any documents that relate to such matter in any way as your position in such proceedings could be seriously compromised if you do so.
3.5. You are responsible for ensuring that you have all necessary rights to supply us with the information you provide and that our use of that information will not infringe the rights of any third party or result in a breach of any law, rule, regulation or agreement.
3.6. To enable us to continue to advise you on your matter effectively you are obliged to inform us promptly of any changes to your name, address, e-mail address or telephone number.
4. Duty of Confidentiality
4.1. Unless otherwise authorised by you, we, or our sub-contractors, will keep confidential any information which we acquire about you, unless it is information which is already in the public domain, or which is already lawfully in our possession at the time it is communicated by you to us, or we are required to disclose any such information:
4.1.2. To our advisors or for insurance purposes; or
4.1.2. By law or other regulatory authority to which we or any of our consultants are subject;
4.1.3. To any third party under the terms of an arrangement, authorised by you, regarding the funding of our charges and disbursements.
4.2. 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 information to such other advisers as necessary.
4.3. We reserve the right to sub-contract the services that we have contracted to provide you with to a third party legal services providers who could be or could not be regulated by the SRA, and provide non-reserved legal services to clients. The services sub-contracted to such third party legal service providers will be provided by a solicitor, and/or a paralegal with appropriate legal qualifications to carry out the work. We will assume, unless you notify us otherwise, that we may disclose information to such outsourcing agents as necessary. All of our arrangements with third party legal service providers will have express confidentiality agreements in place.
4.4. We shall have no duty to disclose to you information that we may learn or have learnt while acting on behalf of another client.
4.5. Under the principle of legal professional privilege, solicitor/client communications may enjoy special protection from later disclosure in litigation or in other circumstances. Legal professional privilege can be lost, and our advice is that you, and anyone else involved in matters with us or where you may need our advice, should treat all information and communications relating to those matters as confidential and avoid circulating those communications more widely than is necessary. If you are in any doubt about this, please ask us for advice.
5. Conflicts of Interest
5.1. Solicitors must not act where there is a conflict of interest and must have systems to identify conflicts.
5.2. We take conflict issues seriously. Our conflict procedures help us fulfil our professional obligation not to act for one 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. If at any time you become aware of an actual or potential conflict of interest, please raise it with us immediately.
5.3. Where our professional rules allow, you agree that after we cease to act for you, 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.
6. Anti-Money Laundering Rules
6.1. In some areas of our work, in order to comply with the Money Laundering Regulations 2007 and the Proceeds of Crime Act 2002 (and any subsequent amendments) we are required to satisfy ourselves that we are not unwittingly involved in money laundering. The legislation is intended to provide a comprehensive system of client identification procedures, record keeping and mandatory reporting and provide a framework for our procedures.
6.2. To both satisfy our regulatory obligations and conduct our identification requirements, we will conduct verification of your identity. This process includes searching various data sets. We will additionally request you to provide evidence of your identity and address. From a company or other organisation, we will require evidence of registration as well as other information required by law. It is important that you forward any requested evidence promptly, as we will not be able to act for you if we cannot comply with these obligations. We will retain copies of any identity documentation as required by law.
6.3. From time to time we may require you to provide other documents and information so that we may comply with our statutory obligations.
6.4. If we have reason to suspect that there is an attempt to launder money, or that you or any other party connected with you is involved in activities prescribed by the Proceeds of Crime Act 2002 (and any subsequent amendments), then we have a positive obligation to notify the National Crime Agency of our suspicions. You acknowledge, as a condition of these Terms, that this obligation will in certain circumstances override our duty of confidentiality. We may not be permitted to advise you whether or not we have made or might intend to make such a report. If we were to do so we would ourselves be committing a criminal offence. In such circumstances we may cease acting for you or be instructed to do so by the relevant authorities, and we may not be able to communicate the reason for ceasing to act.
7. Professional Charges, Expenses and Disbursements
7.1. Save for where we have agreed a fixed fee, our basic charges are normally based on the time spent dealing with a matter. Time is recorded and charged on the basis of one-minute units or one-hour units and unit parts.
7.2. Our hourly rates are set out in your Engagement Letter and will only be changed with 30 days prior notice.
7.3. VAT will be added where applicable. As of August 2022, HLL is not VAT registered and no VAT will be added to your rates. Please note this may change in the future.
7.4. Where we have provided an estimate of our likely charges and expenses, we will keep that estimate updated and will inform you if any unforeseen additional work becomes necessary and before any additional expenses are incurred (for example, due to unexpected difficulties or if your requirements or the circumstances significantly change). The final cost may be greater than the estimate only in exceptional circumstances.
7.5. Any additional charges and disbursements will be incurred only upon your prior written approval. HLL is not authorised to hold client money and will therefore only charge you for reimbursement of the costs already incurred. It will be our preference therefore that you settle all charges connected with your matter directly.
7.6. We also reserve the right to charge for special bank transaction costs.
7.7. We reserve the right to charge an administration fee in the event that you or any person on your behalf requests the documents in our possession relating to your matter.
8. Payment
8.1. Unless agreed otherwise in the Engagement Letter billing will be done on a monthly basis. Our bills should be paid within 14 days of issue (unless otherwise stated) and if payment is not made, we reserve the right to suspend acting for you until full payment is received or decline to act for you further. If we cease acting for you, we will render a final bill for any work carried out to that point.
8.2. If a bill remains unpaid for one month after the date of the bill, we reserve the right to charge interest on a daily basis until payment is made. The daily interest rate will be charged at a rate equal to 8% above the Bank of England base.
8.3. We will also be entitled to retain property belonging to you, together with our own papers relating to the matter, until all sums outstanding to us are paid.
8.4. We will not pay any sums to a third party on your behalf. You will be responsible for making any such payments yourself.
8.5. In accordance with your rights under the Solicitors’ (Non-Contentious Business) Remuneration Order 2009 (and any subsequent amendments) and Sections 70, 71 and 72 of the Solicitors Act 1974 (and any subsequent amendments) you have the right to apply to the court to have your bill formally assessed by the court. In the first instance we would suggest you use the ELL complaints process in order to try to resolve any areas of dispute.
If you wish to take advantage of this procedure, you should be aware that there are strict time limits applicable, and you may therefore wish to seek independent legal advice:
- Within a month from the date of our invoice your right to a detailed assessment is unconditional.
- If you delay beyond a month the Court may impose restrictions.
- Once a year has elapsed since the date of the invoice you will lose the right to a detailed assessment unless there are special circumstances.
8.6. We reserve the right to recover our costs incurred as a result of you not complying with our payment terms. These include charges for preparing and sending you reminder letters and the expense we incur in tracing you and enforcing our terms whether through the courts or not. These terms entitle us to recover from you any shortfall in costs arising following an assessment by the court.
8.7. We will send you a bill for our charges and expenses. Any query on a bill must be raised within 14 days of delivery and you should still promptly pay all other elements of the bill.
9. Complaints
9.1. HLL is not authorised and regulated by the Solicitors Regulation Authority (‘SRA’), however some of our consultant are solicitors and all solicitors are authorised and regulated by the SRA and are expected to observe the SRA Code of Conduct for Solicitors, RELs and RFLs which can be found at www.sra.org.uk. We endeavour to provide a high quality service in all respects. However, if you have any queries or concerns, including any queries on costs or bills, or are simply dissatisfied with any part of our service, please let us know. We have a comprehensive complaints procedure which is available on request.
9.2. If for any reason we are unable to resolve a problem between us regarding the delivery of legal services or your bill in line with the HLL complaints procedure, you may have the right to complain to the Legal Ombudsman:
- By email at enquiries@legalombudsman.org.uk
- By phone on 0300 555 0333, or +44 121 245 3050
- By post at: Legal Ombudsman PO Box 6167 Slough SL1 0EH
9.3. The Legal Ombudsman’s objective is, in the first instance, to reconcile complaints and to assist clients and their solicitors to come to a mutual understanding. Referrals to the Legal Ombudsman should be made.
- Within six (6) years from the date of act/omission, or three (3) years from when the complainant should reasonably have known there was cause for complaint (if the act took place more than six (6) years ago), and
- Within six (6) months of the complainant receiving a final response from their lawyer.
9.4. You should be aware that the Legal Ombudsman may not consider a complaint about a bill if you have applied to the court for an assessment first. For further guidance about how to make a complaint, visit: www.legalombudsman.org.uk
10. Termination and Notice of the Right to Cancel
10.1. You may terminate our instructions in writing at any time by writing to the person dealing with your matter, but we will be entitled to keep all your papers and documents while there is money owing to us for our costs.
10.2. We may decide to stop acting for you only with good reason, for example, if you do not pay a bill, if you provide us with misleading information, or if you act in an abusive or offensive manner. We will give you reasonable notice in any situation where we will be ceasing to act for you.
10.3. If you, or we, decide that we will no longer act for you, we will charge you for the work we have done and, where appropriate, will charge fees and disbursements incurred in transferring the matter to another adviser if you so request. Please note that we will not (to the extent permitted by the applicable rules of professional conduct) release your papers or property to you or any third party until you have paid all outstanding charges.
10.4. Notice of the right to Cancel - If you have not attended our offices in person and have instead been visited in your home or place of work by a solicitor or agent on our behalf, and have entered into an agreement for our services, then you may cancel that agreement within 14 days from the date of first instructing us, without any charge being made by us. You must give us notice in writing, either by post or electronically. The notice of cancellation will be deemed as having been served on us as soon as it has been posted or sent electronically. Please note that if you agree in writing that we should undertake work on your behalf before the end of the cancellation period, then even if you cancel your agreement with us, you may still be required to pay for services supplied before the cancellation date.
10.5. If you have instructed us using a form of ‘distance communication’ such as telephone or email, then you may withdraw your instructions within 14 days from first instructing us without any charge being made by us. You must give us notice in writing, either by post or electronically. The notice of cancellation will be deemed as having been served on us as soon as it has been posted or sent electronically. Please note that your right to cancel does not apply if we undertake work on your behalf, with your prior consent, within the 14-day period.
11. Limitation of Liability
11.1. All correspondence and other communications sent to you in the performance of our services shall for all purposes be assumed to have been sent on behalf of HLL. Any liability arising out of these Terms, or otherwise arising out of or related to the performance of our services, shall be a liability of HLL and not of an employee, member or consultant of HLL. Accordingly, you agree that by engaging us you will not bring any claim arising out of or in connection with our engagement personally against any individual employee, member or consultant of HLL. This restriction will not operate to limit or exclude the liability of HLL.
11.2. HLL does not provide any warranties, expressed or implied, apart from those clearly set out in these Terms or the Engagement Letter.
11.3. Under no circumstances shall the either you or us bear any responsibility hereunder for production halt, lost business, lost profits or any other indirect losses or their consequences, regardless of whether or not the party could foresee the possibility of such losses in a specific situation.
11.4. Both us and you are exempt from liability for non-performance or improper performance under these Terms in case of force majeure, such as natural disasters, riots, government actions and other similar circumstances.
11.5. Nothing in these Terms shall exclude or restrict either party’s liability for death or personal injury resulting from its 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.
11.6. Our liability for any claim in contract, tort, negligence, for breach of statutory duty or otherwise, for any loss or damage, costs, expenses or any contractual or statutory interest howsoever caused arising out of or in connection with these Terms or any Engagement Letter shall, in relation to each matter, be limited to the sum of remuneration received by us for providing our services on all matters for which we have been instructed by you.
11.7. We shall not be liable for the loss or damage associated with the intentional or unintentional provision of inaccurate, irrelevant or misleading information by you.
11.8. Subject to any agreed limit on our liability, our liability to you shall be limited to such sums 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.
12. Intellectual Property Rights
12.1. We retain copyright and all other intellectual property rights in all documents and other works we develop or generate for you in providing our services (including knowhow and working materials as well as final documents). We grant you a non-exclusive, non-transferable, non-sub licensable license to use such documents or other works solely for the purpose of your matter. If you do not pay us in full in accordance with your obligations we may, on giving you notice, revoke the license and only re-grant it to you once full payment has been made.
12.2. We may retain, for our subsequent use, a copy of the advice or opinion of any barrister or other third party obtained in the course of providing the services. If we retain a copy of any such advice or opinion, we will take all reasonable steps to conceal information which might reasonably enable you to be identified.
13. Storage of Papers and Documents
13.1. We normally do not keep any paper files and we reserve the right to destroy any file at any time. If we agree with you to keep the file, it will be on the understanding that we have the authority to destroy it within one year after the date of the final bill we send you for the matter.
13.2. If you request the return of your file or its transfer to a third party at any time before completion of your matter then, in order to ensure our compliance with the money laundering legislation, we will make and retain a copy of your file. Upon such a request we may charge for time spent retrieving or delivering papers and documents and for any reading, copying, correspondence or other work necessary to comply with your request.
14. Data Protection and Electronic Communication
14.1. We comply with the requirements of the Data Protection Act 2018 (and any subsequent amendments). A copy of our data protection notice is available on request. Please note that if we instruct another party to work with us on your case, such as a barrister or expert, we will need to send them details of your case and copies of your case papers, including personal records or reports.
14.2. You have the right to access information we hold about you. Please contact us if you wish to make an access request, if you would like to update or amend the information, we hold about you or if you have any other queries about our data protection policy.
14.3. Mainly all of our communication including provision of the bills is by email. Where necessary, you may choose to follow up important communications with a phone call or printed copy by post.
14.4. We shall use reasonable endeavours to ensure that emails we send are free from viruses and any other materials that may cause harm to any computer system. You undertake to act likewise with any email you send to us. We may monitor emails to investigate unauthorised use of our email system, or for any other purpose permitted by law. As a result, we may collect personal information about the senders and/or recipients of the email or which is contained in the email.
14.5. We may use the personal information that you provide us, or which we obtain through our dealings with you, for the provision of our services to you and for related purposes such as administration, billing and record keeping and to inform you of our services and events that we think may be of interest to you.
15. General Provisions
15.1. Nothing in these Terms confers any rights on any person pursuant to the Contracts (Rights of Third Parties) Act 1999 (and any subsequent amendments) and we shall not be liable to any third party for any advice or service we provide to you unless otherwise agreed in writing. We may vary these Terms without the consent of any third party.
15.2. If any part of these Terms is held to be illegal, invalid or otherwise unenforceable then that provision shall, to the extent necessary, be severed and shall be ineffective but the remaining terms will continue in force and effect.
15.3. Any failure by HLL to insist upon strict performance of any of the Terms, or any failure or delay by HLL 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 HLL to insist upon the strict performance of the Terms or of any of its rights or remedies as to any default under the Terms.
15.4. You warrant that any electronic signature you provide to enter into these Terms of Business, the Engagement Letter and/or any funding agreement documentation is authentic to you and confirms the authenticity of both your signature and these Terms. Your signature is the means by which you consent to these Terms. You also agree that at our request you will co-operate with us by providing such certification as we may ask to verify the authenticity of your electronic signature, the Terms and your consent.
15.5. These Terms and any dispute between us shall be governed by, and construed in accordance with, the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.