5. Fees and Payment Terms

5.1    Unless set out in Your Engagement Letter, or otherwise in writing, Our Fees will be calculated taking into account the complexity and value of the Services provided to you or on a time and materials basis in accordance with Our standard rates which can be provided on request. Any estimate of Fees (and of any other charges or disbursements) provided is not legally binding unless expressly set out in Your Engagement Letter (or otherwise in writing) as a Fixed  or Capped fee.

5.2    We reserve the right to increase any estimate of Our Fees (and other charges and disbursements) on notice in writing to You.

5.3    We may agree a Fixed Fee for particular Services and, if so, this will be set out in Our Engagement Letter, or otherwise in writing. All Fixed Fees are based on the following assumptions:

5.3.1    disbursements, expenses and VAT are payable in addition;

5.3.2    there will be no substantial renegotiation of terms (including but not limited to the scope, nature and extent of work to be undertaken) once We commence work;

5.3.3    the transaction proceeds reasonably smoothly and in accordance with the scope of work and specifications agreed in the Engagement Letter or otherwise in writing; and

5.3.4    You will materially comply with any dependencies on You as set out in the Engagement Letter.
If these assumptions are breached or prove incorrect, We reserve the right to increase any Fixed Fee provided on notice in writing to You.

5.4    We review Our Fees from time to time and may increase Our Fees periodically on notice in writing to You. Our standard hourly Fees, including any Fixed Fee or Capped Fees will, as a minimum, increase each year. We will inform You if Our Fees change and the effective date of any change.

5.5    We will agree with You in Our Engagement Letter, or separately with you in writing, whether We will invoice You in advance, monthly in arrears or at the end of an engagement or if We will collect any of Our fees via Direct Debit. If nothing specific is agreed with You, on a regular basis in line with the work undertaken.

5.6    If we are engaged by more than one party as set out in Our Engagement Letter, or otherwise agreed in writing, all parties are jointly and severally liable for Our Fees.

5.7    Unless otherwise agreed in writing by Us, Our payment terms are strictly payment on presentation or  if collected by Direct Debit, payment is to be made on the date the Direct Debit is due pursuant to any Direct Debit instruction.

5.8    Where We agree in an Engagement Letter, or separately in writing with you, the facility to pay Your Fees by monthly or quarterly instalments, or by Direct Debit, We will not charge any interest or charges (except for default charges) as these terms will not be a regulated credit agreement.

5.9    We may alter Your Direct Debit or debit/credit card instruction if the price of Our Services or Our Fees changes for any reason. We may also charge any other payment due under Our Engagement Letter, or as agreed separately with you in writing, under Your Direct Debit or debit/credit card instruction together with any other payments which You agree We may charge under that instruction. If there are any changes to the amount, date or frequency of Your Direct Debit, We will notify You 10 working days in advance of Your account being debited or as otherwise agreed. Any Direct Debit payments will be subject to the Direct Debit Guarantee issued to You.

5.10    If You agree to pay by Direct Debit, You have the right to cancel it at any time by contacting Your bank and asking them to stop the payments. You must let Us know in writing that You have cancelled Your Direct Debit.

5.11    Our Fees, charges, disbursements and expenses reasonably incurred by Us in connection with the Services are, where applicable, subject to VAT at the prevailing rate from time to time, which will be added where it is chargeable.

5.12    In addition to the Fees, You will pay to Us or to the relevant taxing authority, as appropriate, any applicable withholding or similar taxes payable (including any penalties, interest or similar charges in lieu of failure to timely pay) under this Agreement so that after payment of such taxes the amount We receive is not less than the Fees payable.

5.13    Unless otherwise agreed by Us to the contrary in writing, Our Fees do not include:

5.13.1    the costs of any third party, counsel or other professional fees, or

5.13.2    any other disbursements We incur on Your behalf (in respect of which We may require payment in advance), or 

5.13.3    any expenses incurred in the course of carrying out the Services, and the same will be added to Our invoices, where appropriate.

5.14    If We do not receive payment by the due date or if We do not receive any payment via the Direct Debit on the date it is due pursuant to any Direct Debit Instruction, in addition to any other rights and remedies available to Us, We may:

5.14.1    on written notice to You, suspend or cease working on any current matter and/or terminate the Agreement and any other engagement We have with You forthwith; and/or

5.14.2    charge You interest on any amount due to Us at an annual rate of 4% above Barclays Bank Plc’s prevailing base rate from time to time. Interest will be calculated on a daily basis from the date payment was due until the date We receive full payment (plus interest); and/or 

5.14.3    retain (and, to the extent permitted by law or by professional guidelines, exercise a lien over) any or all monies, documents and records in Our possession, relating to any engagement, until We have received payment of all amounts due to Us (plus any interest charged by Us); and/or

5.14.4    recover on a full indemnity basis any costs incurred by Us in collecting overdue payments, including our time charges, the costs and expenses of any third parties we may appoint to collect such amounts.

5.15    If you do not agree that an invoiced Fee is in line with what has been agreed in Our Engagement Letter, or otherwise in writing,  You must notify Us within 21 days of receipt of the invoice, failing which You will be deemed to have accepted that payment in respect of that invoice is legally due.

5.16    You may at any time (after payment of all outstanding Fees, charges and disbursements), ask Us to return to You any of Your documents or records which You have not received during the course of Your matter (which will not include Our working papers). We may charge a fee for determining which documents You are entitled to and for copying those documents for Our own records.