Version 9 – 24th June 2019


1.1 Stepien Lake LLP is a limited liability partnership registered in England, registration number OC240296. The registered office is at 43 Welbeck Street, London W1G 8DX. Stepien Lake is a law firm and authorised and regulated by the Solicitors Regulation Authority (SRA) as a ‘recognised body’. Our SRA number is 532987.

1.2 References in these terms to “the Firm”, “we”, “us” or “our” are to Stepien Lake. References to “you” and “your” are to the client(s).

1.3 We call the members of the Firm “partners” rather than using the legal term “members”. However, legally the members are not partners and do not have joint and several personal liability to you. All liability to you is the sole responsibility of the Firm itself.

1.4 These terms of business and the letter of engagement together comprise a non-contentious business agreement for the purposes of the Solicitors Act 1974.

1.5 Any dispute or legal issue arising from our terms of business will be determined by English law and will be submitted to the exclusive jurisdiction of the English courts.


2.1 Unless otherwise agreed in writing, these standard terms of business (“terms”) apply to any instructions you give us, including any future instructions on other matters. These terms are subject to review from time to time. The most recent version can be obtained at any time by contacting your client partner and are available to view on our website.

2.2 If there is any conflict between these terms and those contained in the engagement letter with you, the engagement letter will prevail; these terms incorporate and, in all respects in which they are different, replace all previous representations and agreements between us. Your continuing instructions will amount to acceptance of these terms.


3.1 We have full authority to act on your behalf in relation to all matters necessary or incidental to our engagement. This includes our authority insofar as reasonably necessary:

• to incur expenses for the proper conduct of the work which are for your account;
• to engage law firms in other jurisdictions; and
• to engage barristers, solicitors and other professionals and agents.

3.2 We will first consult with you and gain your approval before we engage any law firms, barristers, solicitors or other professionals and agents.

3.3 We may require you to enter into agreements directly with such law firms, barristers, solicitors or other professionals and agents and to be directly responsible for payment of their charges. We will not be liable to you for the negligence, acts or omissions of any such persons.


4.1 Unless otherwise expressly agreed by us in writing, any advice given by us in the course of
our engagement:

• is exclusively for your benefit;
• may not, without our prior written consent, be relied on by another person or quoted or referred to in a public document or published in any publication; and
• is strictly limited to the matters stated in it and does not apply by implication to other matters.

4.2 Unless we have expressly agreed otherwise in writing, we will not be bound:

• to notify you of any changes in the law following the date on which the advice was given; nor
• to remind you of or to monitor any time limits, deadlines, dates or events.


5.1 The scope of our work will be as set out in the relevant engagement letter sent to you by us or as we may otherwise have agreed with you in writing. Pending issue of the engagement letter, the scope of our work will be as per the agreed heads of terms for the matter. This is the basis of the “transaction”.

5.2 Unless we expressly agree otherwise in writing, our responsibilities do not include:

• tax, accountancy or investment advice of any kind
• construction related advice
• specific planning advice
• monitoring or reminding you of warranty periods or other notice periods
• policing of any critical dates for example rent reviews or break clauses
• verifying the identities or substance of other parties to transactions
• advising you as to the commercial implications of any matter or transaction with which you are involved.


6.1 We will consult you if we become aware of any new instructions we receive which may conflict with the transaction. If we become aware of a conflict of interest that prevents us from continuing to act for you, we will inform you immediately.

6.2 Except as may be provided in applicable additional standard provisions or an agreement between us and you, we will not act where a conflict of interests – or a significant risk of such a conflict – exists, unless we are permitted to do so under the laws and professional regulations applicable to us and, where required, with your consent.

6.3 If we can no longer act due to the conflict we will not be liable for any losses arising from the termination of the engagement.

6.4 Unless we have a conflict of interest we are free to act for any other client.


7.1 We will keep you informed of the progress of the matter and of any issues which may affect the nature or extent of the work being undertaken by us as set out in the engagement letter.

7.2 We shall proceed on the basis of the instructions we have received from you and rely upon you to tell us as soon as possible if they are incorrect, inaccurate or incomplete. This information will form the basis of our advice to you. We shall not be responsible for any failure to advise or comment on any matter which falls outside the scope of your instructions.

7.3 We will not owe any ongoing duty to you once the transaction is completed. For instance, if we are instructed on the grant of a lease we will be under no obligation to remind you of future important dates, such as break dates or rent review dates.


8.1 We will not disclose to any other person any confidential information which we obtain as a result of acting for you without your consent, except as may be required in order to carry out your instructions or to comply with any overriding legal or professional obligations, or required by law or the Courts.

8.2 We shall however assume that we may disclose any relevant aspect of your affairs to any expert or your other professional advisers unless you advise us otherwise in writing. Also, you agree that we may send a copy of our files and all documents in our files in respect of any transaction to our professional indemnity insurers should we be requested to do so by them.

8.3 We will obtain your prior consent before we refer to your name in any published materials, provided we do not thereby disclose any information that is confidential.


The following charging arrangements are subject to any specific agreement set out in our letter of engagement or otherwise agreed in writing with us.

9.1 Professional Fees

9.1.1 Our fees are governed by law. The main provisions are the Solicitors’ (Non-Contentious Business) Remuneration Order 2009 and section 56 of the Solicitors Act 1974 which allow us to take into account a number of factors in setting our fees.

9.1.2 These factors include the complexity of work, its value, urgency, sustained periods of work outside normal business hours, particularly specialised knowledge or complex or novel questions and the time spent on the matter.

9.1.3 In transactional matters (such as sales, purchases, lettings) our charges would normally be calculated by reference to a percentage of the consideration (sale/purchase price/ capitalised rent). We may offer a fixed or capped fee which will be based on assumptions and conditions. Any work outside this agreed scope and for all work not subject to a fixed or capped fee we will charge for the time spent at our hourly rate. In non-transactional matters, we generally calculate fees on the basis of time spent by individuals at specific hourly rates.

9.1.4 Our standard hourly rates are reviewed periodically, and of they are increased we will notify you and/or set out in our engagement letter.

9.1.5 Our estimates of fees are given in good faith. When we receive instructions from you, we can provide you with an estimate as to the likely costs, based on the factors referred to above and the information available to us at the time. You should not regard an estimate as a firm quotation, unless we expressly say it is. We will advise you as soon as practicable if we believe that the anticipated level of fees will exceed the amount of our estimate.

9.1.6 You have the following rights in relation to any bill of costs:

• Non-Contentious Work – The Firm has a fair and effective complaints handling policy in place and if you are unhappy with your bill you may write to us.

• Contentious Work – Assessment – You have the right to apply to the court for assessment of the bill under s. 70, 71 and 72 of the Solicitors Act 1974 as mentioned above.

9.1.7 We should point out that in the event of you seeking to apply for an assessment of costs it is possible that you might yourself incur costs if it was found upon the assessment that our bill of costs had been reasonable.

9.2 Administrative Fees and Disbursements

9.2.1 We will charge you for expenses we have incurred on your behalf and administrative fees including (but not limited to) travelling and accommodation expenses, courier charges, external photocopying, administrative fee for electronic transmission of funds, local authority fees (including search fees) and administrative fees for processing SDLT submissions.

9.2.2 You agree to reimburse us for all and any disbursements that we reasonably incur on your matter. These disbursements and fees may include by way of example fees of law firms in other jurisdictions, land registry fees, company registration fees, barristers’ fees and experts’ fees.

9.2.3 If we consider it necessary to engage on your behalf any barrister, expert or foreign lawyer in connection with any particular matter we shall normally consult you before making any appointment in order to discuss the person, firm or company to be appointed and the terms of their retainer. We shall not be responsible for the services provided by any such barrister, expert or foreign lawyer engaged on your behalf. You will be directly responsible for their fees and expenses.

9.3 VAT

9.3.1 We will add VAT to our charges and on such of the expenses as are subject to VAT at the rate that applies when the work is done.

9.3.2 VAT Regulations prohibit us from issuing a VAT invoice to someone other than the person to whom our services were provided. Regardless of who pays them, our invoices will always be addressed to the client to whom our services were provided.

9.3.3 All figures contained in our engagement letter are exclusive of VAT.


10.1 In transactional matters, we will normally render our bill on completion. However, if the matter is not completed within two months, we will have the right to issue on account bills monthly or at such other intervals as may be agreed between us and a final bill on completion or termination of your matter. In non-transactional matters we will have the right to issue monthly bills, although we may elect to render bills less frequently depending on the nature of the matter and the time spent working on it. We will also issue a bill on completion or termination of your matter.

10.2 We are not permitted to address a bill to any person other than you for the work covered by the bill regardless of who pays our bill.

10.3 If a third party undertakes responsibility for the payment of our charges and expenses on
your behalf and such third party fails for any reason to settle those charges and expenses within 30 days of delivery of the invoice, you will be responsible for settling the outstanding charges and expenses.

10.4 Payment is due within 30 days from the delivery of the bill to you.

10.5 If any of our bills to you on any matter are unpaid, we may elect and reserve the right, without limiting our remedies:

• not to perform any further work for you on any matter until all unpaid bills and any
interest which may have become due are paid in full; and/or

• to have first call on any money or other property recovered or preserved for you pursuant to Section 73 of the Solicitors Act 1974;

• to retain and to claim a solicitor’s lien over files, deeds, documents, monies and other items held for you until our bills are paid in full; and/or

• to charge interest on any amount outstanding 30 days after the date on which the bill is given to you at the statutory rate applicable to judgment debts from time to time in force. For non-contentious work at the rate currently payable on judgement debts pursuant to the Solicitor’ (Non-contentious Business) Remuneration Order 2009. For contentious work at 4% above the Bank of England base rate at the date of the bill.

• if our instructions are given by, or on behalf of, more than one person or company each will have joint responsibility for the full amount, regardless of to whom our invoice is addressed.

10.6 Payments on Account

10.6.1 We reserve the right at all times to require money on account of our anticipated fees, expenses, disbursements and/or VAT or otherwise to refrain from providing further services.

10.6.2 Any money provided on account of our fees, expenses and disbursements will be held by us in our Client Account (until completion) on following terms:

• We will account to you for interest (depending on the amount and the period involved) in accordance with SRA rules and our interest policy;

• We will have authority to draw on such money paid for our fees, expenses and disbursements, as they become due.

• Principal and interest will be used to reduce or discharge final invoice we render at end of the transaction;

• You cannot require us to apply any money in settlement of interim invoices submitted, although we may in our discretion; and

• Any part of interest and principal which remains unused after our final invoice will be returned.


11.1 We cannot provide banking facilities due to strict regulatory requirements and we will not under any circumstances be able to receive funds that do not directly relate to an ongoing transaction we are acting on. Nor can we distribute funds to parties not involved in the transaction.

11.2 Any money held by us on your behalf will be placed and held in our client account (held with the Royal Bank of Scotland) in strict accordance with the SRA Accounts Rules. We will not be liable for any loss of funds due a default by the bank concerned. However, in the unlikely event of a banking collapse, certain eligible deposits are protected by the FSCS. Further details on eligibility are available at

11.3 In the event of a bank failure you agree to our disclosing financial information to the FSCS in order to make a claim for compensation on your behalf.

11.4 We accept no liability for any loss or damage incurred as a result of banking difficulties or delays.

11.5 Before sending us funds, you should reconfirm our bank details by telephoning the number on our website and speaking to the solicitor dealing with your matter. We will not change our bank details. If you receive any correspondence suggesting that our details have changed or raising any concerns in this respect, you should take no action save contacting the solicitor advising you. See sections 12.5 and 12.6.

11.6 You must have our prior consent before sending us any client money (excluding bill payments). We regret that if funds arrive at our bank without such consent then we will not be able to receive them and the payment could be rejected. However, we may not be able to immediately return such funds since if we are suspicious of the circumstance, we may have to make a report to the law enforcement agencies (without telling you) and await their consent to proceed. See section 11.5.

11.7 You will also not disclose our client account bank details to anyone without our prior consent.

11.8 Where we have to pay or return money to you it will be paid by bank transfer and it will not be paid to a third party. Surplus money can only be returned to you as our client.

11.9 We do not accept any cash payments.

11.10 We will account to you for interest on money held on your behalf in accordance with our interest policy (available upon request) on completion of your matter.


12.1 We are under strict requirements to obtain formal identification evidence of our clients, understand the source of funds, your business affairs and the funding on a transaction for the purposes of anti-money laundering and terrorist financing legislation. You agree to provide such evidence of your identity and that of directors, partners, trustees and beneficial owners of your company or firm and of all connected shareholders and parties as we may require in order to comply with our obligations under the legislation and regulations. This is necessary even though we have acted for you before or even if you or your organisation are personally known to us as we have to repeat these checks periodically.

12.2 We may cease to act for you if you fail to provide evidence of identity within fourteen days of being requested to do so.

12.3 Under the legislation, we need to ask about the source of funds for a transaction. If the source is an unusual one, such as a bank in any other country, or an account in the name of someone other than yourself, you will need to tell us as early as possible, including the reasons. We may refuse to proceed if we are not reasonably satisfied about the source and legitimacy of funds.

12.4 We must be satisfied that all identification checks and source of funds are complete and disclosed before receiving any client money and continuing to act.

12.5 We are also required to report certain suspicious transactions to the authorities and this overrides our duties of confidentiality to our clients. Where this occurs we cannot allow the transaction to proceed until we receive authorisation. In certain circumstances, we must report to the National Crime Agency (NCA) any evidence or suspicion of money laundering. The law prevents us from notifying you that a report has been made.

12.6 We will have no liability to you for any loss or damage you incur (directly or indirectly) in consequence from our compliance with our duties in respect of matters outlined in this section.


13.1 Cybercrime and email related fraud is on the increase. To protect you, your money and our business, the following security measures apply to the transfer of funds to or from the Firm.

13.2 We will only provide you with our bank account details in a branded document which will be sent by mail or as an attachment to email correspondence.

13.3 If you receive any communication purporting to come from us which changes those account details please do not rely on this and let us know by telephone immediately.

13.4 Prior to transferring funds to our account, we ask that you contact us to verify our account details. Please speak to your normal contact(s) here.

13.5 If you are a relatively new client to the Firm or your payment details or instructions have changed, we will contact you via telephone to verify your bank account details prior to sending funds to you.

13.6 If you are a long-standing client of the Firm to whom we have previously transferred funds, and your bank account details have not changed, we will rely on our previous transactions rather than contact you via telephone for verification unless circumstances exist which increase the level of risk or we otherwise consider it appropriate to do so.

13.7 Please note we only send emails from this domain If you receive an email purporting to come from Stepien Lake LLP or a firm member, or if you are directed to a website which purports to be Stepien Lake’s website and you have doubts or concerns about the provenance of the email or website, before taking any action please contact us immediately.

13.8 We accept no liability for any loss occasioned by the use of email.

13.9 The Firm can provide secure methods for exchanging large files. However, if you request that we access documents from or upload documents to your account on a file sharing or cloud website, you acknowledge and accept that such service may not be secure and that you bear all risks and responsibilities arising from the use of that service.


If, for any reason, you feel that our service falls short of the standard of quality you expect or you have any problem concerning any of the services or fees provided by us you should:

• raise your concerns with the client partner;
• if there is still no resolution in this regard, your complaint will be dealt with in accordance with the Firm’s complaint procedure;
• if for any reason we are still unable to resolve your concern then you have the right to complain to the Legal Ombudsman, an independent body for resolving complaints about solicitors.
• 0300 555 0333 or
• A copy of our complaints procedure is available on request.


15.1 We will be advising and acting at all times in respect of English law only. We are not responsible for advising you as to the effect, legality or enforceability of any documents or matters which may be subject to or governed by the laws of any other jurisdiction and we will rely on correspondent lawyers in respect of the laws of any other relevant jurisdiction.

15.2 You may not bring any claim personally against any of our members, employees or consultants. Each such member, employee and consultant shall be entitled to the benefit of this provision under the Contracts (Rights of Third Parties) Act 1999.

15.3 We do not assume liability to any person other than you in relation to advice provided to you. Except as expressly provided in these terms and/or in the letter of engagement with you, no term in either document is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person to whom it is not addressed.

15.4 It is not part of our role as your legal advisor to advise on the commercial merits of your transactions, investments or to give tax advice. Where our advice involves an assessment of legal or commercial risk we will use reasonable efforts to provide you with as accurate an assessment of risk as possible, but you agree to accept any such assessment as anexpression of our opinion only and not a statement of fact. No communication of ours should be construed as an invitation or inducement to you or anyone else to engage in investment activity. You agree that any decision to rely upon any assessment of risk made by us is solely your responsibility and that unless our assessment is shown to have been made negligently; you agree that we will not be liable to you for any losses which you may incur as a result of any reliance place by you on such opinions.

15.5 We will be reliant upon you for the accuracy and completeness of the information and/or documentation you provide as well as the fact that such information and/or documentation will be provided in good time. We will not be liable to you for any losses caused wholly or in part by failure by you to provide information or documentation in good time or the provision by you of false, misleading or incomplete information or documentation or due to the acts or omissions by you or of any person(s). Where you have concerns that are particular to you and not of general application it is your responsibility to advise us.

15.6 In the event that you are being advised by one of several professionals and a limitation of liability has been agreed in relation to one or more of them, you agree that our liability to you will not be increased due to the limitation of liability agreed by you with other advisers. Our liability to you under or in connection with our engagement shall be limited to that proportion of the total losses (after taking into account your contributory negligence, if any) determined to be just and equitable having regard to the extent of our responsibility for the losses in question.


16.1 We do not keep physical files and retain only electronic files. We only store hardcopies of the original deeds unless otherwise agreed with you. The general correspondence and draft documents on the files we prepare for your matter are your property but all memoranda and attendance notes will remain our property. Subject to payment of our fees anddisbursements you will be entitled to receive such correspondence and documents but agree that we may bill you at our standard rates for retrieving these from storage and for preparing files for delivery to you and for taking copies for our own use and retention. All documents and files that you request us to retain will be kept in safe custody.

16.2 Your electronic file will be archived after your matter finishes but will still be accessible. You may ask us to search our electronic archive for documents and we may make a charge of £45

16.3 Copyright in any documents prepared on your behalf will not pass to you unless we have expressly agreed otherwise in writing.

16.4 You consent to the destruction of the files or electronic copies fifteen years after a matter is

16.5 Review of Files

The Firm is subject to regulatory audits and quality checks by external firms or organisations
for governance and quality standards purposes. As an example, we are accredited with the LawNet Quality Standard:ISO9001 which requires annual audits. External firms can include our insurers, external advisors, auditors or assessors. These external organisations are required to maintain confidentiality in relation to your file. You consent to these file reviews on your files for us to comply with these obligations.


17.1 We will advise you if your matter must be notified to HMRC and if it is taxable under the Stamp Duty Land Tax (“SDLT”) regime. It is your obligation and responsibility under the SDLT legislation to file with the HMRC a land transaction return (“LTR”) if your matter is notifiable and to pay any tax that is chargeable.

17.2 In most cases, the LTR must be filed and any tax due paid within 14 days of the completion of the matter. In some cases, you may be required to file one or more LTR’s and/or make further payments of SDLT. We will advise you if your matter falls into the latter category. However, unless we agree otherwise, we shall have no obligation to remind you when further returns/payments are due. Failure to comply with the LTR filing requirements and non-payment of SDLT within the prescribed periods will render you liable to financial and other penalties.

17.3 If you appoint us to be your agent for SDLT purposes, we will complete the first (but not any subsequent) LTR on your behalf and we will send it to you for your review and signature. As your agents, HMRC will correspond with us direct in relation to the LTR and payment. We will refer any correspondence to you as necessary.

17.4 You will provide us with such information as we require enabling us to prepare the LTR and we will complete it in reliance on the information that you provide. You will have the ultimate responsibility for the accuracy of the information and your signature of the LTR will be your confirmation to us that the information in it is accurate. It is your responsibility to seek independent tax advice on SDLT obligations and liabilities. When we submit the LTR, we will also pay any SDLT due provided we have sufficient monies on your account for this purpose. It is your responsibility to ensure that we hold sufficient funds from you to enable us to discharge your SDLT liability.

17.5 You must retain and preserve all relevant records relating to the LTR and the transaction to which it relates. These records will need to be preserved by you for at least six years from the date of filing of the LTR.

17.6 The HMRC have the power to make enquiries and investigations into a LTR. We will charge you additional fees on an hourly rate for any work that we undertake on your behalf in connection with any such enquiries or investigations.


18.1 Professional Indemnity Insurance

We have in place professional indemnity insurance with an insurer approved by the Solicitors Regulation Authority as a ‘Qualifying Insurer’ and in compliance with the Solicitors Indemnity Insurance Rules. Please ask if you would like details of our insurance cover.

18.2 Insurance mediation services

We are not regulated by the Financial Conduct Authority (FCA), who regulate insurance contracts, but we are FCA registered for insurance mediation services, which is broadly the advising on, selling and administration of insurance contracts related to legal services we
provide. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website at We will write to you separately if during the course of acting for you we need to arrange or discuss insurance.


19.1 The Firm is committed to protecting the privacy and security of your personal information as a client. In the course of advising you we may acquire data which is personal to you which is needed to enable us to provide the contracted services to you and to otherwise protect your interests and to further our legitimate interests.

19.2 We will only use your personal information that you disclose to us for the purposes which we are instructed. We will make every reasonable effort to keep it secure, complete, accurate and up to date and will not hold it longer than required. We are required to hold your data and files to comply with statutory and regulatory requirements.

19.3 As a data subject you have the right to access your own personal data we hold; make sure that the data is accurate; the right to request us to restrict or object to its use; request for us to delete the data; and data portability. For full details of yours rights please go to –

19.4 Full details on data protection are contained in our General Data Protection Regulations (“GDPR”) Privacy Notice and Information for Clients on our website or available upon request. If you have anyway question regarding data protection or your data please contact Richard Hill, Practice Director.

19.5 Commercial Online Extranet

Please note in particular that where, as part of our instruction, we set up a data room/extranet for the purposes of the particular transaction on our Commercial Online platform, we will put in place all necessary security measures to ensure that the data is available only to those persons who need to have access to it and will maintain records of all those who do. To the extent that this contains personal data supplied to us by you as our client, you are responsible for ensuring that the data is provided to us lawfully and that all relevant consents have been obtained. Where, pursuant to carrying out your instructions on a matter, we receive documents containing personal data from other advisers acting on your behalf (for example, accountants, managing agents, surveyors) you must also ensure that they have obtained all necessary consents before doing so. If you become aware of any reason why that data may not lawfully be processed by us (for example, a requisite consent has been withdrawn) then you must inform us immediately. We do not accept any liability
arising from any default on your part in these requirements.


Unless instructed otherwise, we shall assume that we may communicate with you by email. Documents sent to you by email will not be encrypted but we cannot guarantee the timeliness and security of such communications. If you have a requirement for a greater level of security in electronic communications, please notify us of this and we will endeavour to agree with you and implement a mutually acceptable e-mail protocol, incorporating encryption standards.


21.1 You may terminate our engagement and instructions to us in writing to us at any time. For example you may decide you cannot give us clear or proper instructions on how to proceed. We will decide to stop acting for you only with good reason and on giving you reasonable

21.2 In addition, we may terminate our engagement on written notice to you:

• in the circumstances set out in paragraphs 5, 9.5, 11.2, 11.4 and 11.5; or
• if you fail to give us timely and adequate instructions, so that we are unable to conduct any of your matters properly and expeditiously; or
• if you insist on a course of action which requires us to act contrary to our responsibilities as solicitors of which would lead to a breakdown of the relationship of trust and confidence which is essential for the proper handling of legal matters.

21.3 If either of us terminates our engagement then you agree to pay us for all work we have done (on an hourly basis) and all disbursements we have incurred prior to termination. Upon termination of our engagement we have the right to retain and to claim a solicitors’ lien over deeds, documents, monies and other items held by you until our bills are paid in full.