Retainer Terms & Conditions – PAIL® Solicitors

These Retainer Service Terms and Conditions apply to retainer services provided by PAIL Solicitors Limited (the Firm, we, us or our) to the client identified in the applicable engagement letter or retainer proposal (the Client, you or your).

These Terms explain the general framework on which our retainer services are offered. The precise scope of work, reserved capacity, fees, payment arrangements, response framework, authorised contacts, exclusions, minimum term and any client-specific arrangements will be set out in the relevant engagement letter, retainer proposal or written variation agreed by the Firm.

Our published retainer plans, indicative fees and service descriptions are available on our Legal Retainer Services page. They are subject to confirmation in writing and do not, by themselves, create a solicitor-client relationship or oblige the Firm to accept instructions.

No retainer begins until the Firm has completed any required conflict, identification, anti-money laundering, regulatory and onboarding checks and has confirmed acceptance of the engagement in writing.

The Firm is not obliged to accept a matter merely because it falls within a published retainer category, a stated practice area or a previous course of dealings with the Client.

If there is any inconsistency between these Terms, a retainer proposal, an engagement letter and a written variation agreed by the Firm, the following order of priority applies:

• Any written variation agreed by the Firm.
• The applicable engagement letter or retainer proposal.
• These Retainer Service Terms and Conditions.

Our client is the individual, company or other legal entity identified in the engagement documentation. Where the Client is a company or other organisation, we act for that entity only, and not for its directors, shareholders, officers, employees, consultants, affiliates, group companies or other connected persons unless we expressly agree otherwise in writing.

The Client must identify the individuals authorised to instruct the Firm, approve work, approve expenditure and receive advice on its behalf. We may rely on instructions or approvals that we reasonably believe have been given by an authorised person unless the Client notifies us in writing otherwise.

A retainer does not automatically extend to any parent company, subsidiary, affiliate or other group entity. Any additional entity must be expressly accepted as a client and will remain subject to applicable conflict, identification and regulatory checks.

The engagement documentation will identify the legal workstreams included within the retainer, the professional capacity reserved for the Client, any measurable limits or allowances, applicable exclusions and the basis on which additional work may be charged.

References to a category of legal work do not mean that every matter falling within that category is included. Whether a matter is within scope will depend on the agreed workstreams, complexity, urgency, expected time requirement, document volume, commercial significance and the capacity available under the retainer.

We will notify the Client where we reasonably consider that work is outside the agreed scope or capacity, or is likely to require a separate fee arrangement. We may agree additional work on a time-based basis, under a fixed or capped fee, or on another basis confirmed in writing.

We are not obliged to commence work outside the agreed retainer scope or capacity until the scope, fee basis and any other appropriate terms have been agreed.

Retainer fees are payable monthly in advance unless otherwise stated in the engagement documentation. All fees are exclusive of VAT unless expressly stated otherwise.

Counsel's fees, court fees, filing fees, search fees, expert fees, travel expenses, translation costs, service-provider charges and other third-party costs are not included unless we expressly agree otherwise in writing.

We may request funds on account or prior approval before incurring third-party costs or undertaking additional work. Where payment is overdue, we may suspend work and exercise any rights available to us under the engagement documentation, applicable law and our professional obligations.

Any consultation limit, time allowance, document allowance, reserved capacity or other measurable limit applies only to the relevant monthly billing period unless the engagement documentation expressly provides otherwise.

Unused time, consultations, allowances or capacity do not accumulate, roll over, transfer or have a cash value unless we expressly agree otherwise in writing.

Retainer fees reflect the agreed level of access, continuity and professional capacity reserved for the Client. They should not be understood solely as the purchase of a bank of legal hours.

Retainer clients are given priority in the scheduling and allocation of work within the agreed service framework. Any specific response target or service level will be stated in the relevant engagement documentation.

A response may consist of an acknowledgment, a request for further information, a conflict-check update, an initial indication of urgency, proposed availability or a suggested next step. A response target does not guarantee that substantive advice, drafting or action can be completed within that period.

Response and completion times may be affected by complexity, urgency, court commitments, professional and regulatory obligations, conflicts, Client delays, third-party availability and other circumstances outside our reasonable control.

No retainer constitutes a guaranteed emergency, out-of-hours or 24-hour legal service unless expressly agreed by the Firm in writing.

Where a named solicitor is identified as the principal point of contact, that solicitor will normally oversee the engagement and seek to provide continuity of support.

We may allocate or delegate work to other solicitors, lawyers, consultants, trainees, paralegals, counsel or external specialists where reasonably required, subject to appropriate supervision and our professional and regulatory obligations.

The Client must provide complete, accurate and timely information, documents, instructions, approvals and authorities reasonably required for the relevant matter.

We may rely on information supplied by or on behalf of the Client unless we agree otherwise or are required to verify it. We are not responsible for delays, additional cost or adverse consequences caused by incomplete, inaccurate or late information, documents, instructions, approvals or authorities.

Each new matter remains subject to conflict and regulatory checks. Retainer status does not guarantee that the Firm will be able to act in relation to every future matter.

We may refuse, suspend or cease work where required or permitted by law, regulation, professional obligations or ethical requirements, or where we reasonably consider that continuing to act would be inappropriate.

We will keep Client information confidential except where disclosure is authorised by the Client, required or permitted by law, regulation or professional obligations, or reasonably necessary to provide the services, including through appropriately supervised personnel, service providers, counsel or other professional advisers.

The Client should keep our legal advice confidential and should not disclose it to third parties without considering whether disclosure may waive legal professional privilege or otherwise prejudice the Client's position.

We will process personal data in accordance with our Privacy Notice and applicable data protection law.

The initial term, any minimum commitment period, renewal arrangements and notice requirements will be stated in the engagement documentation.

We may review the retainer's scope, capacity, fees and operating arrangements periodically. Any change applicable to an existing Client will be notified in advance and will take effect in accordance with the engagement documentation.

Either party may terminate the retainer by giving the notice stated in the engagement documentation. We may suspend or terminate work immediately where required by law or regulation, where a conflict arises, where fees remain unpaid, where necessary information or authority is not provided, where the solicitor-client relationship has broken down, or where continuing to act would be improper or unreasonable.

Termination or suspension does not affect liability for fees, costs or disbursements properly incurred before its effective date.

We aim to provide a high-quality service. If you are unhappy with our service or charges, please raise the matter with the person handling your work or in accordance with our Complaints Procedure.

We deal with complaints promptly, fairly and free of charge. Our Complaints Procedure includes information about how and when a complaint may be made to the Legal Ombudsman and how concerns about our conduct may be raised with the Solicitors Regulation Authority.

Intellectual property rights in our precedents, templates, know-how and other proprietary materials remain with the Firm unless expressly agreed otherwise. The Client may use documents and advice prepared specifically for it for the purpose for which they were supplied.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in effect.

No amendment to an individual retainer is effective unless confirmed in writing by the Firm.

These Terms and any retainer engagement are governed by the law of England and Wales, subject to any mandatory rights or regulatory provisions that apply.