My Terms of Business

Graham Charles Brothwood

Notary Public England & Wales

1. Introduction: These “Terms of Business”, together with my data protection policy and my privacy notice, both of which can be found on my website, (all together referred to as “these Terms”), apply to all notarial matters that I carry out for you and any ancillary and incidental services. Unless you tell me otherwise, your instructions or your continuing instructions will amount to your acceptance of these Terms. If you require any explanation or have any questions relating to these Terms, then please let me know.

2. Why a notary? It is almost always the case that you have been asked to see a notary because you have a document that needs to be used abroad. Seeing a notary is never a mere rubber-stamping exercise. The international duty of a Notary involves a high standard of care. This is not only towards the client but also to anyone who may rely on the document and to Governments or officials of other countries. These people are entitled to assume that a Notary will ensure full compliance with the relevant requirements both here and abroad, and to rely on the Notary’s register and records. Great care is essential at every stage to minimise the risks of – errors, omissions, alterations, fraud, forgery, money laundering and the use of false identity.

3. Notarial Services and some Regulatory Information: The service that I provide is that of a notary public in England and Wales, carrying out all permitted notarial activities, which include, where appropriate, arranging for the legalisation of documents and sending them to their final destination. An important part of my role as a notary public is to maintain and keep records.

I am regulated through the Faculty Office of the Archbishop of Canterbury – please see the details below in paragraph 24.

4. Appointments: I offer appointments during business hours and occasionally outside business hours in exceptional circumstances. I am also prepared to make home visits or visit corporate clients at their place of business. If the notarial appointments take place outside my office, I will make an additional charge to cover travelling time and expenses.

Occasionally I may not be able to meet you within the timeframe you require, or, I may decide that I am not able to act for you. In such cases, I will advise you of this and will provide you with the necessary information to locate an alternative notary.

You can contact me by email or telephone during normal business hours. Please note that I will not usually be available on Mondays and Fridays. Also, I will not be contactable on UK bank holidays nor during the Christmas and Easter holiday periods.

5. Signatures: In most cases, I will need to witness your signature. Please do not sign any documents in advance of your appointment with me.

6. Papers to be sent to me in advance: It will save time, expense, and mistakes if, as early as possible before the appointment, you can let me have the originals, or photocopies, of:

    • The documents to be notarised.
    • Any letter or other form of instruction which you have received explaining what is required to be done with the documents.
    • Your evidence of identification (see paragraph 7 below).

7. Identification: As a minimum requirement, I will need you to produce to me (usually at our first meeting), by way of formal identification, the originals of (in preferred order):

    • Your current passport or, (if not available);
    • A current, new driving licence (with photo) or national identity card (with photo).

If neither of the above are available, at least two of the following:

    • A current government or police-issued certificate bearing a photo or other formal means of identification.
    • A utility bill, credit card or bank statement showing your current address, which should not be more than 3 months old, or a council tax bill.

You must also bring any other means of ID, which may be referred to in the papers and documents sent to you by the recipient jurisdiction, as being required such as a foreign Identity Card. I may also ask to see further evidence of identity such as marriage certificates, etc., and I will advise you of this, if necessary.

I will, in most instances, need you to send me copies of all your relevant identification in advance of our meeting. You will always need to produce the original documents of your ID at our meeting.

8. Proof of names: In a case where the name on the document is different from the name you are currently using, or there has been a variation in the form of spelling of the name over the years, please provide me with, as appropriate, Certificates of – Birth, Marriage or Divorce Decree or Change of Name Deed showing all the different names that you use. If there has been a change of name, then I will need to see a copy of the Deed Poll or Statutory Declaration which dealt with it.

9. My advice to you on the document(s): If you bring a document to me for authorisation as a Notary, I will advise you as to the formalities required for completing it. My aim is to ensure that the document you execute/sign (and is subsequently legalised, if required) will be acceptable in the recipient country. For this I will need to either receive, or see, the instructions regarding the requirements issued from your external advisors or other professionals instructed by you directly or to whom you direct me in the recipient country.

I will not be able to advise you on foreign law, nor on your transaction in the recipient country, nor on the contents nor legal effect of the document(s) you sign. For this, you must consult your own legal adviser(s) specialising in the law of the recipient country.

I do not accept responsibility for the document being in the correct form or otherwise being acceptable in the receiving jurisdiction. I will, where possible, liaise with any foreign-jurisdiction lawyers you have instructed on your matter, and I will be relying on them to advise on the correct form of the document and on any formalities that apply to its execution.

As part of this process, I will need to satisfy myself as to – (i) your identity and residential address (where appropriate), (ii) your legal “capacity”; (iii) where you are a body corporate, an estate or trust, or you are acting as an attorney (under a power of attorney) – your authority to act; (iv) your understanding of the document(s) to be signed; and (v) your approval of and intention to become bound by such document(s). In addition, I will need to be satisfied that – (i) you sign the document(s) voluntarily; (ii) no fraud or duress is involved; and (iii) any required formalities under the laws of England and Wales are being observed.

10. Written Translations: It is essential that you understand what you are signing:

    • If the document is in a foreign language which you do not understand sufficiently, I may have to insist that a translation be obtained. If I arrange for a translation, a further fee will be payable, and I will provide you with details of this
    • If you arrange for a professional translation, the translator should add his/her name, address, relevant qualification, and a certificate stating: “Document X is a true and complete translation of document Y, to which this translation is attached.

11. Oral Interpreter: If you and I cannot understand each other because of a language difficulty, we may have to make arrangements for a competent interpreter to be available at our interview and this may involve a further fee.

12. Companies, Partnerships etc: If a document is to be signed by you on behalf of a company, a partnership, a charity, club or other incorporated body, there are further requirements on which I may have to insist. As part of these requirements, I will need to verify the existence, constitution and any registration of that body and your authority/capacity to represent it. Therefore, please be prepared to cover these requirements and telephone me with any point of difficulty before attending any appointment.

In each case, I will need to see:

    1. Evidence of identity of the authorised signatory (as referred above).
    2. A copy of the current letterhead (showing the registered office if it is a company).
    3. A Letter of Authority, Minute, Resolution or Power of Attorney, authorising you to sign the document to be notarised.
    • Additionally, for companies: Certificate of Incorporation and of any Change of Name, a copy of the Memorandum and Articles of Association, details of Directors and Secretaries. In all instances I will be carrying out various company searches, which may impact the level of fees charged.
    • Additionally, for partnerships, clubs, etc: A Partnership Agreement; or relevant Trust Deed; or Charter; or Constitution/Rules.

13. Notarial charges and expenses: Details of my charges are set out below. Ordinarily, I do request sight of any documents where possible, as well as any instructions sent to you from the foreign jurisdiction, before providing a specific quote. Please note that if I am required to make payments on your behalf, such as legalisation fees, translator or interpreter fees, or other costs such as travelling expenses, your prior approval to these will be obtained as soon as they are verified. You will normally be required to make payment in advance of any such amounts.

FEES:

If the matter is simple, I will endeavour to charge a fixed fee, plus any disbursements, such as legalisation fees, postage, consular agent fees, courier fees, travelling expenses, translating costs and so on (and any VAT on those disbursements).

I do not charge VAT on my fees.

For more complicated or time-consuming matters, my fees will be based on my hourly rate of £250, subject to a minimum document fee of £125, plus disbursements (and any VAT charged on those disbursements). The fees charged may include time spent on preliminary advice, drafting and preparation time, making and receiving telephone calls, correspondence, written and received in all formats, arranging legalisation and record keeping. I do periodically review my hourly rate (at least annually). If I do review this rate before your matter is concluded, then I will inform you of any change in my hourly rate.

Disbursements: During any notarial transaction, I may be required to incur various expenses. These can include fees on some documents that require “legalisation” (see paragraph 14 below) before they will be accepted for use in the receiving jurisdiction This is done by obtaining an “apostille” through the UK Foreign and Commonwealth Office. For some countries, additional legalisation is required through the relevant embassy or consulate. There might also be agents’ fees, postage and courier charges, travel costs, mileage allowance (in accordance with HMRC’s prevailing rate,) bank charges and unusual stationery costs. All these costs will be recharged to you. At the start of the notarial transaction, I will endeavour to provide you with a best estimate of these likely expenses in advance.

I will send you an invoice for my fee, disbursements, and other costs. Payment can be made by bank transfer to my bank account, and I will provide you with details of my bank account either by post or by a PDF attachment to an email. Due to the increased risk of fraud, I will require you to telephone me to confirm my bank account details over the telephone before you transfer any monies.

I require payment of my fees and any disbursements in full and in advance. I reserve the right not to release any notarised documents to you, or as you direct (nor arrange for them to be Apostilled at the FCDO), until the fee and all disbursements have been paid, in cleared funds, to my bank account in full.

Generally: Occasionally, unforeseen or unusual issues arise during the course of a notarial matter, which may result in a revision of my fee estimate. Examples of this could include where additional documents are required to be notarised, additional translations or legalisations are needed to meet the requirements of the receiving jurisdiction, third party fees are adjusted to reflect external factors such as fuel price changes and so on. I will notify you of any changes in the fee estimate as soon as possible.

Payment: If you instruct me jointly with others, I am entitled to look at any one or more of you to pay the whole fee and any disbursements that you jointly incur.

14. Legalisation: Please note that many notarized documents will require “legalisation” before they are accepted for use in the receiving jurisdiction. This is done by obtaining what is known as an “Apostille” through the UK Foreign and Commonwealth Office. On occasion, some countries require additional legalisation on a notarised document, which is done through the relevant embassy or consulate of the receiving jurisdiction. As this can be a complicated and sometimes lengthy process, I will instruct an agent to assist with the legalisation process, for which there will be a fee (plus VAT) charged, which will form part of my invoice. The benefit of involving these legalization agents is that they deal with the FCDO and the various embassies and consulates who require additional legalization on a weekly basis and have built up a bank of operational knowledge, which will save time

I will advise you of the likely timescales involved in obtaining legalisation, the fee that I will charge for my time in dealing with this and any disbursements that may arise, which are likely to include some or all of the following: agents’ fees, UK Foreign and Commonwealth Office fees, embassy/consulate fees, postage and courier fees.

15. Typical Stages of a notarial transaction: Each notarial matter is different, and the requirements and timescales will vary greatly according to whether the client is a private individual or a company and, in particular, according to the processing times of third parties, such as the UK Foreign and Commonwealth Office, legalisation agents, translation agencies and couriers, etc. Some of the typical key stages are likely to include:

    • Receiving and reviewing the documents to be notarised, together with any instructions you may have received.
    • Liaising with your legal advisors or other bodies in the receiving jurisdictions to obtain the necessary documentation to deal with the document (e.g., information from Companies House or foreign registries, powers of attorney, etc.).
    • Checking the identity, capacity and authority of the person who is to sign the document.
    • If a document is to be certified, checking with the issuing authorities that the document/award is genuine. In the case of academic awards, this would entail checking with the appropriate academic institutions (i.e., University or College, etc.).
    • Meeting with the signatory to verify their identity and to ascertain that they understand what they are signing and that they are doing so of their own free will and ensuring that the document is executed correctly.
    • Drafting and then affixing or endorsing a notarial certificate to the document.
    • Arranging for the legalisation of the document as appropriate.
    • Arranging for the storage of copies of all notarised documents in accordance with the requirements of the Notarial Practice Rules 2019.

16. What I need from you: Throughout the notarial process, you need to –

    1. Provide clear instructions and full and accurate information to me to enable me to carry out your instructions.
    2. Provide me with all information and documents of which you are aware, and which relate to the document(s) to be notarised.
    3. Keep me fully informed, and in sufficient time, of all deadlines.
    4. Provide clear funds when required for payment of my fees and all disbursements.

17. Notarial Records and Data Protection: When I carry out notarial work for you, I am required to make an entry in a formal register, which is kept by me as a permanent record. I will retain a copy of the notarised documentation with that record, together with copies of correspondence and proof of your identity. My practice is a registered with the Information Commissioner’s Office. Personal data received from clients is held securely and is not capable of being accessed externally. Data collected as part of notarial records is used solely for the purposes of meeting our professional legal responsibilities as Notaries Public. For full details of my PRIVACY POLICY and data processing terms please see my website: gbrothnotarypublic.co.uk

18. Electronic Communication: Unless you instruct me otherwise in writing, I may communicate with you by email. Because of the nature of email communication, I cannot guarantee its confidentiality. If you use email to contact me, or, if you inform me of your email address, I will assume that you accept this risk and, by implication, you allow me to communicate with you by email. I will not encrypt my outgoing emails, unless you tell me to do so, and you and I are able to agree and implement a mutually acceptable encryption method.

I do not accept any responsibility for viruses or anything similar in any emails or any attachments originating from me. Also, I do not accept any responsibility for any changes to, or interception of, any email or any attachment after it leaves my information system.

19. Confidentiality: I will deal with your affairs in strict confidence. Unless the disclosure is authorised by you, is a necessary part of the work I am undertaking for you or is required under the provisions of any applicable law or court order, I will not disclose confidential data relating to you or your affairs to third parties in breach of my professional obligations of confidentiality.

Please note that the Faculty Office has rights of inspection to ensure good practice and conduct.

The disclosure of information by me in good faith to any regulatory authority or Government agency (including, where required, the National Crime Agency) to comply with any statute, regulation or other requirement will not constitute a breach of confidentiality.

In addition, under the Notarial Practice Rules 2019, any person with sufficient interest may request and be supplied with a copy of any notarial act. The disclosure of a notarial act by me to such person will not constitute a breach of confidentiality.

20. Liability: My liability, on any basis (including, but not limited to, loss of property or any financial loss or liability (including, but not limited to, damages, costs and interest)) to you or other parties, whether in contract, tort (including negligence) or otherwise, is (except in relation to personal injury or death) in relation to a particular matter or transaction limited to £1,000,000.

If you commence proceedings against me for loss or damage and there is another party who is liable (or potentially liable) to you in respect of the same loss or damage, then my liability will be reduced by any amount which I would have been able to recover from the third party by indemnity or contribution or otherwise but cannot recover because of any indemnity, exclusion or other agreement made by you. You will (if I so request), in any event join them into the proceedings. This is subject to any legal prohibition against you joining them in any way.

I will not be liable for any consequential, special, indirect, or exemplary damages, costs or losses, or any damages, costs or losses attributable to lost profit or opportunity.

I will not be liable in relation to any losses or delays caused as a result of suing the services of third parties.

When I agree to send documents to third parties on your behalf, I will use either first class, special or recorded post or an international courier as may be agreed with you. I am not liable for any delay or for the failure to deliver or for the mis-delivery of any postal service or courier. I cannot pursue postal or courier services for delayed delivery.

21. Insurance: In the interests of my clients, I maintain professional indemnity insurance at a level of at least £1,000,000 per claim.

22. Termination / Your Right to Cancel: You may terminate your instructions to me at any time by giving me reasonable written notice. All fees and disbursements incurred up to the date of termination will be charged and will be payable by you.

Consumer Cooling Off Cancellation Period –Consumer Contracts Regulations 2013 (“CCR”):
Where the CCR apply (typically where you are an individual consumer and my contract with you was concluded either at or following a meeting with you or by a form of distance communication) you have a cancellation period of 14 days after the date you sign my retainer letter or the date on which you continue to give me instructions, whichever is earlier, unless you have asked me to start work during the cancellation period.

You can cancel your contract within the cancellation period by giving me a clear statement (e.g., a letter sent by post or an email) and I will reimburse all payments received from you by the same method that you used, at no cost to you, without undue delay, and not later than 14 days after the day on which you inform me of the cancellation.

If you ask me to begin work during the cancellation period, you can still cancel but you must pay me an amount in proportion to the work which I have performed, and this proportion will not be reimbursed to you.

Please note that you will lose the right to cancel, and will have to pay me in full, once the contract has been fully performed (i.e., I complete the work) even if this happens within the cancellation period.

23. Termination by me: I reserve the right to terminate my engagement by you if I have good reason to do so, for example, if you fail to give me the co-operation which I am reasonably entitled to expect.

24. Complaints: My notarial practice is regulated through the Faculty Office of the Archbishop of Canterbury:-

The Faculty Office
1, The Sanctuary
Westminster
London SW1P 3JT

Telephone: 020 7222 5381
Email: Faculty.office@1thesanctuary.com
Website: www.facultyoffice.org.uk

If you are dissatisfied about the service you have received, please do not hesitate to contact me.

If we are unable to resolve the matter you may then complain to the Notaries Society of which I am a member, who have a Complaints Procedure which is approved by the Faculty Office. This procedure is free to use and is designed to provide a quick resolution to any dispute.

In that case, please write (but do not enclose any original documents) with full details of your complaint to:-

The Secretary of The Notaries Society
P O Box 7655
Milton Keynes MK11 9NR

Telephone: 01908 803527
Email secretary@thenotariessociety.org.uk

If you have any difficulty in making a complaint in writing, please do not hesitate to call the Notaries Society/the Faculty Office for assistance.

Finally, even if you have your complaint considered under the Notaries Society Approved Complaints Procedure, you may at the end of that procedure, or after a period of 8 weeks from the date you first notified me that you were dissatisfied, if you are not happy with the result, make your complaint to the Legal Ombudsman*, whose details are:-

Legal Ombudsman
P O Box 6167
Slough. SL1 0EH

Telephone: 0300 555 0333
Email : enquiries@legalombudsman.org.uk
Website : www.legalombudsman.org.uk

If you decide to make a complaint to the Legal Ombudsman, you must refer your matter to the Legal Ombudsman within one (1) year from the act/omission or within one (1) year from when you should reasonably have known there was cause for complaint.

*Note: certain kinds of commercial entities are not eligible to make a complaint to the Legal Ombudsman – please refer to the Legal Ombudsman Scheme Rules or consult the Faculty Office.

25. Contract (Rights of Third Parties) Act 1999: No third party is intended to have any rights to enforce or rely on these Terms under the Contracts (Rights of Third Parties) Act 1999.

26. Law and Jurisdiction: These Terms are governed by the laws of England and Wales and any dispute or legal issue arising from these Terms will be considered exclusively by the courts of England and Wales

I hope that these Terms are of help to you in understanding what is expected of each of us in any instruction.

[Edition Date: 29th January 2024]