Terms of Business
The policy of Thomas Barry & Company is to serve the needs of our clients by combining traditional standards of integrity, confidentiality and professionalism with quality expertise and sound advice. If we accept instructions from a client the following, unless specifically varied, are features of the solicitor/client relationship:
1. Acceptance of Instructions.
Once instructions have been accepted by Thomas Barry & Company we undertake to represent your interests in an efficient and thorough manner, having full regard at all times to our professional obligations as Solicitors and as officers of the Court.
2. Duty of Care
We shall at all times do our best for you, applying the skill and care which is to be expected of reasonably competent solicitors. We will also be objective and fair in our dealings with matters on behalf of clients.
3. Openness and Transparency.
We shall at all times be open, frank and honest in our dealings with you and we shall apply similar standards in our dealings on your behalf with other parties such as colleagues, financial institutions, third parties, etc.
4. Courtesy and Respect
We shall treat all our clients with respect and courtesy bearing in mind that the client is not dependent on us, we are dependent on him or her.
We shall endeavour to keep the client informed of significant developments in relation to his or her business and shall return calls and respond to letters and similar communications as expeditiously as practical.
6. Avoidance of Delay
By its very nature the legal process can frequently be slow and cumbersome. Our commitment to our clients is to act for them in a prompt and efficient manner.
7. Non-Legal Issues
We are not competent to handle any non-legal issues which may arise in the course of an engagement and as the matter progresses you may have to deal with these yourself or retain the services of an appropriate adviser.
8. Authority to Deal
In dealing with the legal aspects we are taking it that we have your authority to take such action, incur such expense, and honour such undertakings as we may deem necessary and reasonable in order to process the matter. This includes discretion to retain as we judge appropriate the services of other professional persons including counsel (whether senior or junior). We shall notify you of the identity or identities of such persons but this will not always be prior to retention. If you have any nominations of your own in relation to such persons we shall of course take these into account and if this is the case you should make your views known at an early stage.We are authorised by you to speak to or meet with any other person whom we may need to contact to perform the engagement. We may release to them for the purpose of the engagement any information, whether confidential or not, which we have obtained during the course of the engagement and shall not be liable for any use subsequently made of that information.
We will maintain the utmost secrecy with regard to our client’s affairs and not disclose information about same except with our client’s permission or as required by law.
Clients acknowledge our legal obligations to keep confidential any relevant information obtained from any other client (or potential client) and agree that, if we have or obtain any such confidential information, we will not disclose it to you or make use of it for your benefit.
You will keep confidential any methodologies and technology used by Thomas Barry & Company to carry out an engagement.
10. Conflict of Interests
We check for conflicts of interest before taking on engagements in appropriate cases. We cannot be certain that we will identify all situations where there may be a conflict with the Client’s interests. We therefore request that you notify us promptly of any potential conflict affecting the engagement of which you are or become aware. Where a potential conflict is identified by us or you and we believe your interests can be properly safeguarded by the implementation of appropriate procedures, we will discuss and agree such procedures with you.
11. The Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 (“CJAMLTF10”) and 2013(“CJAMLTF13”)
The Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2013, impose certain obligations on solicitors.
We are obliged to obtain identification from the client, to verify that identification with other documentation and copy and keep this documentation for a period of five years after the transaction has ended.
To enable us comply with our obligations in that regard we will require:
- Your date and place of birth together with your PPS number.
- One item of photographic identification and one item of non-photographic identification. Examples of each include:
- Current Passport (Irish or International);
- Current photo card driving licence;
- Current National Identity Card;
- Current Identification form with photo signed by a member of the Gardaí;
- Social Welfare card with photo ID;
- GNIB card accompanied by letter from Office of Minister for Integration (signed and stamped); and
- National Age card (free of charge for social welfare recipients).
Non Photographic ID
- Current documentation/cards issued by the Revenue Commissioners showing the name of the person and their PPSN;
- Current documentation/cards issued by the Department of Social Protection showing the name of the person and their PPS number;
Instrument of a court appointment (such as liquidator, or grant of probate);
- Current local authority document e.g. refuse collection bill, water charge bill (including those printed from the internet);
- Current bank statements, or credit/debit card statements, issued by a regulated financial sector designated person in the Ireland, EU
- or comparable jurisdiction (including those printed from the internet);
- Current utility bills (including those printed from the internet);
- Current Household/motor insurance certificate and renewal notice; and
- Medical card for over 18s with intellectual disability.
- Full name.
- Registered number.
- Registered office address in country of incorporation.
- Principal business address.
- A copy of the company’s certificate of incorporation.
- A list of names of the directors.
- The names of beneficial owners with greater than 25% of the shares or voting rights or who otherwise exercise control.
- For each of the Directors or shadow Directors (if any) the documentation required of individuals as listed above.
Thomas Barry & Company reserves the right to withdraw its services in the event that this documentation is not furnished.
Thomas Barry & Company is prescribed as a designated body as defined by CJAMLTF10. Without prejudice to generality of CJAMLTF10 and CJAMLTF13, Thomas Barry & Company reserves the right to make such disclosures as it deems appropriate to comply with its obligations. In particular, Thomas Barry & Company may disclose any information that comes into its possession whether from the Client or a third party in connection with a report under CJAMLTF10 and CJAMLTF13. Thomas Barry & Company reserves the right to cease acting for the Client where information comes into its possession that indicates an offence under CJAMLTF10 and/or CJAMLTF13 has been or may be committed.
12. Data Protection Act
We may maintain details pertaining to you in electronic format and unless instructed otherwise shall take it we have your consent to use these from time to time to send you information. Under the Data Protection Act you are entitled to see such information.
13. Electronic Communication
We are finding it increasingly effective and convenient to use electronic means of communication. The electronic transmission of information cannot be guaranteed to be secure or virus or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We each agree to use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically, but we recognise that such procedures cannot be a guarantee that transmissions will be unaffected by such hazards and we accept no responsibility for ensuring that our systems or equipment or any other systems or equipment are free of viruses or other latent problems.
We and you each accept these risks and authorise electronic communications between us. We will each be responsible for protecting our own systems and interests in relation to electronic communications and neither the Client nor us (in each case including our respective partners, employees, sub-contractors or agents) will have any liability to each other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us or our reliance on such information.
14. Intellectual Property
Thomas Barry & Company retains copyright in all material provided to the Client or otherwise generated in the course of carrying out the engagement.
You are entitled to a full account for any monies which may pass through our hands on your behalf.
As professional persons we believe we are entitled to fair and reasonable remuneration. We further believe it is not in the interests of our clients that we cut corners or act for bargain basement rates. At the same time, we must strive to give value for money and will always to seek to advise the cost implications to clients at as early a stage as practicable.
As the instructing Client, you have the primary responsibility for the payment of our proper and reasonable charges. Charges include fees, outlays, disbursements and expenses both our own and of other professional persons and all other necessary charges reasonably paid for or contracted for by us as your agent in pursuance of the matter, and could also include legal costs accountants’ fees should we decide to retain one on your behalf or ours.
While we hope that any contentious business in which we may be involved on your behalf will have a successful outcome we are obliged to point out that in such business you may be made liable to pay the charges of other parties.
Even where the other party is ordered by the Court to pay costs or you reach a settlement with a third party, you remain responsible for the payment of our charges and outlays.
In addition we should state that the amount of the charges which may ultimately be recovered from any other party (or the insurers of any other party) may not fully discharge our charges. Generally, the amount recoverable in contentious business covers only the bare essentials of a case and is not intended to provide a full indemnity. Examples of work in relation to which recovery is usually not possible include advising clients on matters peripheral to the main case, visits, more than one pre-trial consultation with Counsel and witnesses, and obtaining opinions of Counsel on liability or quantum at the commencement of a case. While witness expenses, provided such witnesses are deemed to have been properly required, are generally recoverable from the losing party, the amount of recovery allowed may be less than the amount sought by particular, especially professional, witnesses.
Where a right to recoup costs from the other side has been established we shall endeavour to recover as much as is reasonably practicable and shall take it we have your authority to exercise our professional discretion in any negotiations on recoverable costs. The process of recovering such costs on your behalf may in itself involve additional fees and outlays.
If we take a case that needs to be dealt with outside the city of Dublin, we usually employ local agents and they charge fees to us. These fees are passed on to you as a charge.
Where our charges are not paid on time for a previous period, we reserve the right to deduct those costs and current charges from any sums received on your behalf.
You are advised that in the event of you being unhappy with an account we may furnish to you, you may be entitled to have same taxed (regulated) by the appropriate County Registrar or Taxing Master on application within one month from the date of furnishing the account.
If the engagement is terminated by either party prior to its conclusion Thomas Barry & Company shall in all cases be entitled to its fees incurred until the date the engagement is terminated.
Pursuant to the terms of The Solicitors Act 1994 we are obliged to notify you in writing of the basis on which our charges will be made. Unless agreed otherwise and in cases where it is not practicable, given the nature of the case, to state the actual charges or an estimate thereof our professional fee will be measured having regard to:
(a) the skill, labour and responsibility involved in the matter and any specialised knowledge given or applied on our part;
(b) the complexity, difficulty, rarity or urgency of the questions raised;(c) the importance of the matter;
(d) the time reasonably expended by the firm on the matter; and
(e) the place(s) where and the circumstances in which the matter is pursued.
In addition to professional fees, our charges will include outlays, disbursements and expenses. The non-fee elements will arise at the rates applicable at the time of incurring. Where Value-Added Tax arises, currently 23% on solicitor’s professional fees, such VAT is the responsibility of the client.
Where it is possible or practicable to state the actual charges or an estimate thereof we shall do so. In such cases should the amount of work involved be significantly more than is normal for the type of matter in question our professional fee will be measured as outlined above.
Invoices are payable by the Client within 21 days of receipt. Thomas Barry & Company will be entitled to deliver invoices at regular intervals during the course of the engagement for work carried out up to that point. This assists Thomas Barry & Company’s cash flow and enables the client budget for costs. In the event that an invoice is not paid, Thomas Barry & Company reserves the right to terminate the engagement, and to charge for fees incurred up to such date. We also reserve the right to charge interest on overdue amounts at an annual rate of 2 per cent over the AIB Bank plc base rate applying on the date payment is due.
We will always be pleased to hear any suggestion as to how our service can be improved. While we make every effort to fulfill our professional obligations occasionally there can be complaints or misunderstandings. In the unfortunate event of this occurring in your case we will do all in our power to ensure that your difficulties are addressed properly and fairly. We ask that in the first instance you raise the point with the staff member concerned. If this fails to resolve matters please feel free to refer to one of the Partners. In certain cases you may also be entitled to refer the matter to our professional body, The Law Society of Ireland and, while we in no way wish to interfere with your rights in this regard, we do ask that you attempt to resolve matters directly with us in the first instance.
19. Limitation of Liability
Our liability (and that of our present and former partners and employees) to you arising out of, or in connection with, our engagement (whether for breach of contract or of statutory duty, Negligence, or otherwise) will be limited to the higher of (a) the minimum amount of the professional indemnity insurance cover from time to time required to be maintained by us under applicable law; or (b) €1,500,000. Nothing in this letter shall limit our liability to you (a) for fraud or fraudulent concealment or (b) to the extent that under any applicable law liability may not be limited.
We will not be liable to the Client or any third party for consequential or indirect damages or losses.
In any cases where others share responsibility for the matter, our liability for any losses or claims arising out of or in connection with the matter shall be limited to the proportion of any losses which it would be just and equitable for us to pay having regard to the extent of our responsibility.
We have an interest in the limitation of liability of our employees and, accordingly, the Client agrees not to bring any claim of any kind against any of our employees personally.
We will have no liability to the Client where we have not been paid for our services.
We shall not be liable for loss arising from the insolvency or liquidation of a financial institution whether in relation to funds held by us or forwarded to another party.
20. Limitation of Liability of Other Advisers
If the Client agrees that another adviser’s liability to the Client may be capped or otherwise limited, this may have adverse consequences for us. This is because, if we were to be jointly liable with those advisers to make a payment to the Client (or would have been jointly liable but for the agreed cap or limitation of liability), we might find ourselves liable to pay the Client a larger proportion of that payment than would otherwise be the case and our ability to seek a contribution from those advisers could be affected.
As a consequence, if the Client agrees that another adviser’s liability to the Client may be capped or otherwise limited, any liability we might have to make a payment to the Client will be reduced by the full amount of the contribution we would have been able to recover from that adviser if the Client had not agreed that its liability to the client be capped or otherwise limited. This is the case regardless of whether that other adviser actually would have been able to pay the contribution to us and means, for example, that any liability we might have to make a payment to the Client will be so reduced in the event of that other adviser’s insolvency.
21. Governing Law and Jurisdiction
The Client agrees that this agreement shall be governed by, and interpreted and construed in accordance with Irish law.
22. Whole Agreement
The terms of this document set out the entire agreement between the Client and Thomas Barry & Company in connection with the engagement.
No person has been authorised to give any representations on behalf of Thomas Barry & Company as regards the subject matter or terms of the engagement and any representations which have been or may be given shall not be relied upon.
In the event that any of the terms or provisions of the engagement are or shall become invalid, illegal or unenforceable, the remainder shall survive unaffected.
In these terms and conditions a reference to an enactment or statutory provision includes a reference to that enactment or statutory provision as it may be amended or replaced by similar provisions from time to time.