The basis on which we act for you - read alongside the Client Care Letter for your matter.
These Terms of Business, together with the Client Care Letter we send you at the start of each matter, set out the basis on which Keith Legal Limited (trading as Keith) acts for you. Please read them carefully and keep them alongside your Client Care Letter for reference throughout your transaction.
Keith Legal Limited is a company registered in England and Wales (company number 17170395). Our application for authorisation by the Council for Licensed Conveyancers (CLC) has been approved in principle. We are not yet authorised and are not yet accepting instructions; these Terms of Business take effect from the date our licence is formally incepted, at which point our authorisation number will be published here.
These Terms of Business apply to every matter we work on for you, as supplemented or amended by the Client Care Letter issued for that matter. Together they form the contract between us. No variation to these Terms is effective unless it is confirmed in writing by a Director of the Firm.
In these Terms of Business the following words have the meanings set out below:
| “the Firm” | Keith Legal Limited, and any successor entity or service company owned or controlled by or on behalf of the Firm or any of its Directors (“we”, “us”, and “our” are references to the Firm). |
|---|---|
| “Client Care Letter” | The letter we send you at the start of each matter setting out the specific terms of that engagement, including fees, timescales, and the identity of your conveyancer and supervisor. |
| “Credit Period” | Seven (7) days from the date of our invoice. |
| “Director” | A director of Keith Legal Limited. |
| “Documents” | All documents we create or receive on your behalf, including correspondence, notes of conversations and meetings, draft and final documents, and instructions to or opinions of third parties. |
| “Force Majeure” | Any circumstance beyond the reasonable control of the party affected, including telecommunications failure, power failure, terrorism, severe weather, computer breakdown, supplier failure, industrial disputes, and absence of personnel through illness or injury. |
| “Matter” | Any specific transaction, dispute, or issue in relation to which you instruct us to provide services. |
| “Services” | All services we provide to you in relation to the relevant Matter. |
| “You” / “your” | The person or persons identified as our client in the Client Care Letter. |
In delivering our Services we will:
The conveyancer named in your Client Care Letter has day-to-day conduct of your matter and is supervised by the Supervisor named in that letter. We may deploy other staff as we consider appropriate to deliver your Services.
We only advise on the laws of England and Wales. Where your transaction involves the laws of another jurisdiction, it is your responsibility to obtain competent advice in that jurisdiction and to provide us with a full copy of it.
So far as you are reasonably able to do so, you will:
You are welcome to contact us at any time. Our main contact line and email address are available around the clock and you can always leave a message or send a message through our platform.
Fee earners are available to respond to calls and messages between 9.00 a.m. and 5.30p.m. on weekdays (excluding bank holidays). We will do our best to get back to you promptly and efficiently within those hours. We cannot guarantee that a specific fee earner will be available on demand, but where your usual contact is unavailable a colleague will be able to assist.
We charge a fixed fee for the legal work on your transaction, as set out in your Client Care Letter and the accompanying costs schedule. We do not charge by reference to hourly rates. VAT is charged at the prevailing rate on our legal fee.
Our fixed fee covers the standard scope of work described in your Client Care Letter. If additional work is required, whether because of an unexpected title issue, a leasehold complication, or any other matter not apparent at the outset, we will tell you in advance, explain the additional work required, and agree any additional charge with you in writing before proceeding.
Disbursements are third-party costs that we pay on your behalf and pass on to you at cost. The disbursements we expect to incur are set out in your costs schedule. We will notify you of any additional disbursements as soon as we are aware of them.
Property searches are ordered from third-party search providers and invoiced to the Firm by those providers; these costs are passed on to you at the price charged to us.
Stamp Duty Land Tax (SDLT) is a tax payable to HMRC on any purchase and some transfer of equity transactions. It is separate from our fees and disbursements and is dealt with in more detail in section 14 below.
An upfront payment is payable at the point of instruction, as set out in your Client Care Letter. These funds are applied as set out in the Client Care Letter.
Our bank account details for making payments to us are available securely on your client platform and we can also collect funds using open banking technology. If sending funds directly to our bank, please always refer to the platform for payment details - do not rely on bank details provided in any email. Please read the payment fraud warnings in your Client Care Letter carefully.
We do not accept cash payments under any circumstances. All payments to you will be made by bank transfer only.
VAT is charged at the prevailing rate on all our fees and, where applicable, on expenses.
The Firm holds client monies in a pooled client account. Interest is earned on funds held in that account but, under our interest policy, the Firm retains that interest and does not account to individual clients for it. A copy of our interest policy is available on request. By signing our client authority, you give your informed consent to this arrangement.
Where we are instructed to act on behalf of a limited company, we may require a director and/or controlling shareholder to provide a personal guarantee in respect of our fees and expenses. If such a request is declined, we may require payment on account or may cease acting and invoice for all fees and expenses incurred to that point.
We will invoice you for our fees as set out in our Client Care Letter.
There may be a delay in invoicing disbursements pending receipt of invoices from suppliers. Unless otherwise stated, interim invoices are not a final invoice in respect of disbursements.
Interest may be charged on invoices that remain unpaid after the Credit Period at a contractual rate of 4% per annum above the Bank of England base rate from time to time, calculated on a daily basis from the expiry of the Credit Period until payment in full. Any costs reasonably incurred in recovering unpaid debts may also be charged to you.
If you do not pay an invoice within the Credit Period, or fail to pay a sum requested on account within seven (7) days of our request, we may suspend or terminate the provision of all or part of our Services and invoice you for all fees and expenses accrued to that point.
Where we are acting for more than one client jointly, all clients are jointly and severally liable for our fees.
We are entitled to retain any of your documents or other property in our possession while money is owing to us (a lien). We will return documents to you upon payment in full of all sums due.
We use artificial intelligence (AI) and automation tools to support our conveyancing services. These tools help us work more efficiently and consistently, but they do not replace the professional judgment of our qualified conveyancers. This section explains how those tools are used, the standards we apply, and what this means for you.
AI tools may assist at various stages of your transaction, including:
These tools are used to support our qualified conveyancers, not to replace them. Every material output produced by an AI tool is reviewed by a qualified member of staff before it is relied upon or communicated to you or to any third party.
We operate a strict human-in-the-loop policy. This means:
AI tools can improve the speed and consistency of legal work but they are not infallible. Our conveyancers are trained to critically evaluate AI outputs, to identify errors or omissions, and to apply their own professional judgment. We do not permit AI tools to be used in a way that reduces the standard of care we owe to you.
All AI tools used by the Firm are selected, configured, and monitored by our Head of Legal Practice and Data Protection Officer. Their use is governed by our internal AI and Technology Policy, which is structured around the CLC’s AI and Technology Principles and sets out permitted uses, data handling standards, oversight requirements, and review procedures. That policy is reviewed and updated regularly as the technology and applicable guidance develop.
AI tools process information about your transaction and, in some cases, personal data relating to you. All such processing is carried out in accordance with our Client Privacy Policy and the data protection provisions in section 20 below. We do not use your personal data to train external AI models. AI processing logs and conveyancer sign-off records are retained for a minimum of seven years.
If you have any difficulty interacting with our technology, please let us know and we will make appropriate arrangements. You do not have to utilise AI assisted voice communications. Opting out of AI assisted voice communications will not affect the quality of service you receive or the fees you are charged.
You have the right to receive an explanation of any AI-assisted decision that affects your matter, and to request that any such decision be reviewed by a qualified fee earner. If you have any questions or concerns about how AI has been used in your transaction, please contact your fee earner or our Head of Conveyancing. Further details of your data subject rights are set out in our Client Privacy Policy.
Under data protection law you have rights to object to, and in certain circumstances to ask us to restrict, the processing of your personal data. If you would like to exercise those rights in relation to our use of AI, please speak to your fee earner in the first instance. AI assistance is part of how we deliver a modern conveyancing service, and it supports the speed, consistency and value we are able to offer, so a change to how we use it on your matter may affect the scope or timescales for your transaction. We will always discuss any such change with you openly before it takes effect, and we will work with you to find a workable way forward. Nothing in this paragraph is intended to limit the rights you have under the UK GDPR or the Data Protection Act 2018.
A conflict of interest arises where our separate duties to act in the best interests of two or more clients conflict with each other. The CLC Code of Conduct sets out the circumstances in which we may and may not act where a conflict exists or may arise.
As a CLC-regulated practice we are permitted, where it is in the best interests of both parties and with the informed written consent of all parties, to act for both the buyer and the seller in the same transaction. Before doing so, we will explain the implications to each party individually and satisfy ourselves that no actual conflict exists. We will not act for both parties where a conflict of interests exists that cannot be managed or where it would not be in the interests of all parties for us to do so. If a conflict arises during the transaction after we have agreed to act for both parties, we may be obliged to cease acting for one or both of them. A different fee earner will represent each party and will not have access to the other party’s file.
We may act for clients in transactions similar to or competitive with yours. Once we have agreed to act for you on a matter, we will not act for another party to the same matter where a conflict of interest exists between that party's interests and yours, save as described above.
We may decline to accept instructions where doing so would create a conflict of interest or require us to breach an existing obligation to a third party.
Where our professional rules permit, and subject to satisfying the requirements of those rules, we may act for you and another client in circumstances where a conflict would otherwise arise, provided all parties give informed written consent.
If a conflict arises during a matter we will discuss how to address it with the relevant parties to the extent we are able to do so and may be obliged to cease acting for one or more of them.
We will treat all information relating to your affairs as strictly confidential, except where disclosure is required or permitted by law or where you have consented. We are under no duty to disclose to you any information we hold in connection with another client's matter, or any information in respect of which we owe a duty of confidentiality to a third party.
Our advice and other communications are confidential and may not be disclosed by you to any third party (other than to your employees or agents who need access and who will not disclose it further) or otherwise made public, except as required by law. If, as a result of our acting for you, you receive information in respect of which we notify you that we owe a duty of confidentiality to a third party, you will keep that information confidential and not use it without our consent.
We will keep your file in accordance with our Privacy Policy.
At your request, at any time during or after the provision of our Services, we will release your file to you, subject to our right to retain documents where money is owing to us or where we are prevented from doing so by a court order or other legal constraint. We may make copies of your file before releasing it.
We do not offer long-term storage of title deeds or other original documents. On closing your file we will send title deeds and any other original documents belonging to you to the address held on file. Please ensure your contact details are kept up to date. Once documents have been dispatched to you we take no further responsibility for them.
We do not accept responsibility for the loss or damage of any item held on your behalf unless we have expressly agreed otherwise in writing.
We retain copyright and all other intellectual property rights in all documents and other materials we develop in providing the Services. We grant you a non-exclusive, non-transferable licence to use such materials solely in connection with the matter to which they relate. If you do not pay us in full for our services we may, on notice, revoke that licence.
Where we act for more than one client jointly, the rights and obligations of the joint clients are several, except that obligations to pay money to us are joint and several. Each joint client irrevocably permits us to disclose to any other joint client any information we would otherwise be bound to keep confidential. If any joint client withdraws that permission during the matter, or a conflict of interest arises between joint clients, we may suspend or terminate the provision of Services to one or more joint clients.
We will provide our Services with reasonable skill and care. Where we provide an assessment of risk or likely outcome, that assessment is based on the information and documents available to us at the time and cannot be definitive. The question of whether a particular risk is acceptable is a matter for you.
Our Services are provided to you and to you alone. You agree that you will not bring any claim, whether in contract, tort, under statute or otherwise, against any Director, employee, consultant, or agent of the Firm personally. Those individuals are entitled to rely on the terms of this agreement to the extent that it limits their liability.
The aggregate liability of the Firm and its Directors, employees, consultants, and agents in relation to any single matter is limited to £2,000,000, including interest and costs, unless we agree a different limit in writing.
Where any loss is jointly caused by the Firm and another person, the loss recoverable from us is limited to our proportionate share of the overall fault.
Nothing in these Terms limits our liability for fraud, reckless disregard of our professional obligations, or negligence resulting in death or personal injury.
If you make a valid claim against us and we are unable to meet our liability in full, you may be entitled to make a claim from the compensation fund administered by the CLC.
Our Services are provided in accordance with professional practice requirements and the law as they exist on the date the relevant service is provided. We have no responsibility to notify you of any subsequent change in the law or its interpretation after your matter has concluded.
We will communicate with you at the contact details you provide. We will not be responsible for any loss arising from the unauthorised interception or redirection of emails or other electronic communications, save to the extent caused by our negligence or wilful default. Our platform uses encrypted communications; please ensure you access your matter through the platform rather than replying to emails where possible.
We will do our best to meet any agreed deadline but, unless we agree otherwise in writing, time is not of the essence in relation to the provision of our Services.
We are required by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002 to verify the identity of all clients, to understand the source of funds being used in a transaction and to report any suspicion of money laundering or terrorist financing to the National Crime Agency (NCA) by way of a Suspicious Activity Report (SAR).
Our obligation to make a report to the NCA will in certain circumstances override our duty of confidentiality to you, and we may not be permitted to tell you whether a report has been made or is being considered. This is known as the tipping-off prohibition under section 333A of the Proceeds of Crime Act 2002.
We use Onfido (part of the Entrust group) to carry out electronic identity verification. Details of how this works are set out in your Client Care Letter. We may also carry out searches of other databases and electronic verification systems as we consider necessary to comply with our obligations.
We will only process personal data received from you for client due diligence purposes in connection with preventing money laundering and terrorist financing, unless further processing is permitted by law or you give your express consent.
Our AML obligations are ongoing throughout the duration of your matter and are not limited to checks carried out at the point of instruction. We will keep your identity verification and source of funds information under review and may request updated or additional information from you at any stage if we consider it necessary to comply with our obligations. You agree to co-operate promptly with any such request.
We are required to screen all clients against UK and international sanctions lists. This screening is carried out at the point of instruction and is repeated on an ongoing basis throughout your matter. If you become the subject of a financial sanction at any point during your matter - or if we become aware of circumstances that indicate you may be a designated person or a person acting on behalf of a designated person - we are required by law to cease acting immediately and without notice. We will not be able to advise you of the reasons for ceasing to act in those circumstances, and we will not be liable to you for any loss arising from our doing so. Any funds held in our client account in connection with your matter at the point of cessation will be dealt with in accordance with our obligations under the applicable sanctions regime.
We may suspend or terminate our Services if you fail to provide evidence of identity when requested, or if we suspect that you or any person connected with you or your matter may be involved in activities prohibited by the Proceeds of Crime Act 2002.
All client funds held in our pooled client account are held on trust for the relevant clients. In the event that our bank requests information about the beneficial owners of our pooled client account, you agree to us disclosing your details to them. The Firm does not tolerate tax evasion or the facilitation of tax evasion in any circumstances.
We are registered with HMRC as a tax agent. As part of our standard service we will calculate the Stamp Duty Land Tax (SDLT) that appears to be payable on your transaction using HMRC's online SDLT calculator and the information you provide to us, and we will submit the SDLT return to HMRC on your behalf.
You must understand the following important limitations on what we do and do not do in this regard:
Climate change may give rise to physical risks and transition risks that affect the property you are buying, selling, or re-mortgaging. Physical risks include flooding, coastal erosion, subsidence, heat stress, water stress, and drought. Transition risks include changes in legislation, regulation, planning policy, energy-efficiency standards, insurance availability, and lending criteria made in response to climate change and the pursuit of net zero carbon targets.
You must understand the following important limitations on the scope of our advice in this area:
If you are purchasing a leasehold property, we will investigate the ground rent provisions in the lease and report them to you. Ground rent is a sum payable by a leaseholder to the landlord or their representative; it is not paid in return for any particular service and is charged by the landlord under the terms of the lease.
Ground rent can escalate in different ways depending on what the lease provides. It may double at set intervals, increase in line with an index such as the Retail Price Index, or increase in any other way the lease specifies. Escalating ground rents can affect the mortgageability and future saleability of a property. We will report to you on the ground rent provisions we identify, but we are not able to advise you specifically on the financial or commercial consequences of any escalation mechanism, including its effect on the market value of the property or on your ability to sell or re-mortgage in the future. We recommend that you obtain independent valuation advice before proceeding to exchange of contracts on any property with an escalating ground rent.
The Building Safety Act 2022 (BSA) introduced significant new obligations and protections for leaseholders in relevant buildings. A relevant building is broadly defined as a building in England that is at least 11 metres in height or has at least 5 storeys and contains at least 2 residential units. Further provisions apply to buildings over 18 metres, which are classed as higher-risk buildings. The BSA continues to be amended, regulations and guidance continue to be published, and a number of its provisions have been applied with retrospective effect. This is a fast-developing area of law.
Where your transaction may involve a building subject to the BSA, we will undertake such investigation as is appropriate for a licensed conveyancer acting with reasonable skill and care, which will include:
There are important limitations on the scope of our advice in this area which you should understand:
An engagement for a defined matter ends on the completion of that matter. An open-ended engagement ends three months after the last date on which we provided services.
You may terminate our engagement at any time by giving us written notice. We may terminate our engagement at any time by giving you written notice. We will not do so without good reason.
On early termination by either party, you will remain liable for all fees and expenses incurred up to the date of termination, calculated on a reasonable basis having regard to the work done, and for any further fees and expenses necessary to transfer your file to another adviser.
If you are an individual instructing us for purposes outside your trade, business, craft or profession, you are a consumer and have statutory rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
You have the right to cancel within 14 days of the conclusion of the contract (the date on which we confirm acceptance of your instructions) without giving any reason. We will not start work during the cancellation period unless you expressly ask us to. If you expressly ask us to start work within the 14-day cancellation period and you subsequently cancel, you will be liable for any fees, VAT, and disbursements incurred up to the point of cancellation on a pro-rata basis.
To cancel, please notify us in writing, preferably by email, using the contact details in your Client Care Letter, before the cancellation period has expired. If you exercise your right to cancel, we will reimburse any payment on account, less any costs you are liable for as described above, within 14 days of receiving your notice to cancel.
We are committed to equality and diversity in all our dealings with clients, third parties, and staff. We will not discriminate in the way we provide our services or in the way we instruct third parties.
We are not authorised by the Financial Conduct Authority (FCA). However, we are included on the FCA register so that we can carry on insurance mediation activity - which broadly covers the advising on, selling, and administration of insurance contracts - as an incidental service alongside our legal work. This part of our business, including arrangements for complaints and redress, is regulated by the CLC. The FCA register can be accessed at https://register.fca.org.uk.
We are not authorised to advise on investments. If you require investment advice during the course of your matter, you should refer to a suitably FCA-authorised adviser.
Our files may be selected periodically for review by external quality assessors as part of our regulatory or quality assurance obligations. All such reviews are conducted in confidence. Files may also be reviewed in a due diligence exercise relating to any sale or transfer of our business. We have a legitimate interest in permitting such reviews and take all reasonable precautions to protect your personal information.
Neither party will be liable for any failure or delay in performing obligations (other than payment obligations) where that failure or delay is caused by Force Majeure. The time for performance of any obligation affected by Force Majeure will be extended accordingly.
These Terms are governed by the law of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.
Each provision of these Terms is independent. If any provision is found to be unlawful, invalid, or unenforceable, the remaining provisions continue in full force.
Our Services are provided solely for your benefit. No third party may rely on our Services or derive any benefit from them. The Contracts (Rights of Third Parties) Act 1999 is excluded to that extent.
We are committed to protecting your personal data and processing it lawfully in accordance with the UK GDPR and the Data Protection Act 2018. In the course of acting for you we will receive personal information about you and, where relevant, about third parties connected to your transaction. Full details of how we process personal data, including the legal bases on which we rely and your rights as a data subject, are set out in our Privacy Policy, which is available on our website and on request.
Particular details of how we process your biometric data in connection with identity verification, including the role of Onfido (part of the Entrust group) as our data processor, are set out in your Client Care Letter.
We hold professional indemnity insurance that is adequate and appropriate for the matters we undertake. Our qualifying insurer is:
Insurer name: AmTrust Specialty Limited (65%) and Liberty Mutual Insurance Europe SE, UK Branch (35%)
Insurer address: AmTrust Specialty Limited, Exchequer Court, 33 St Mary Axe, London EC3A 8AA; Liberty Mutual Insurance Europe SE, UK Branch, 20 Fenchurch Street, London EC3M 3AW
Policy number: [POLICY NUMBER]
Our professional indemnity insurance provides a minimum level of cover of £2 million per matter. Cover applies to our practice carried on from offices in England and Wales and extends to acts or omissions wherever in the world they occur.
In the event of a banking failure, it is unlikely that the Firm would be held liable for any losses of client account money.
We hold our client account funds with [BANK NAME]. The Financial Services Compensation Scheme (FSCS) protects eligible deposits up to £120,000 per individual client. If you hold other personal funds in the same bank as our client account, the total FSCS protection across all your deposits with that bank remains £120,000. Some banks trade under more than one name so it may be worth checking whether your personal bank and our client account bank are part of the same banking group.
The FSCS provides a higher temporary protection limit of £1.4 million for certain qualifying temporary high balances (for example, funds received on the sale of a property). Further information about what constitutes a qualifying temporary high balance and the rules on the protection available can be found at www.fscs.org.uk.
In the event of a banking failure, you agree to us disclosing your details to the FSCS if required.
We take complaints seriously and have a formal complaints procedure. A full copy is available on request and on our website.
Where you instruct us on a matter, we may use the contact details you provide to send you information about our services and other services that are similar to those we have provided to you. We do this in reliance on the “soft opt-in” permitted by regulation 22 of the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR).
Marketing communications may include updates about our conveyancing services, reminders about legal matters that may be relevant to you as a property owner (such as changes in property law, SDLT, or leasehold reform), and information about related services offered by the Firm.
We will not share your contact details with third parties for their marketing purposes without your explicit consent.
You may opt out of marketing communications at any time by clicking the unsubscribe link in any marketing email, by contacting us at the email address in your Client Care Letter or by letting us know via the platform. We will action your request promptly and in any event within 28 days. Opting out of marketing will not affect communications relating to the conduct of your matter, which will continue as normal.
If you would prefer not to receive any marketing communications from us at all, please let us know at the point of instruction or at any time thereafter, and we will ensure your preference is recorded and respected.
By signing the Client Care Letter, you confirm that you have read and understood these Terms of Business and accept them as the basis on which we act for you.
Where there is more than one client, each client should sign and date separately.