SRA Handbook

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SRA HANDBOOK GLOSSARY 2012

Part 1: Introduction and Preamble

Introduction

This section of the Handbook contains the SRA Handbook Glossary.

The SRA Handbook Glossary comprises a set of defined terms which are used in the SRA Handbook. Terms being used in their defined sense appear as italicised text within the individual sets of provisions of the SRA Handbook. The same terms in the SRA Handbook may appear as italicised text in some cases but not in others. Where they are not italicised, for reasons relating to the specific context, they are not being used in their defined sense and take their natural meaning in that context.

The Glossary also contains interpretation and transitional provisions.

Preamble

The SRA Handbook Glossary dated 18 April 2012 made by the Solicitors Regulation Authority Board.

Made under Part I, Part II, section 79 and 80 of, and paragraph 6B of Schedule 1 to, the Solicitors Act 1974; and section 9 and 9A of, and paragraphs 14A, 14B and 32 to 34 of Schedule 2 to, the Administration of Justice Act 1985; and section 83 of, and Schedule 11 to and paragraph 6 of Schedule 14 to, the Legal Services Act 2007; and paragraphs 2 and 3 of Schedule 14 to the Courts and Legal Services Act 1990.

Subject to the approval of the Legal Services Board under paragraph 19 of Schedule 4 to the Legal Services Act 2007 and coming into force on the day it is approved.

Part 2: General

Rule 1: Application

1.1

Subject to Rule 1.2 below:

(a)

the definitions set out at Rule 2 below shall apply to the corresponding term where this appears in italics in the SRA Handbook; and

(b)

the interpretation provisions set out at Rule 3 below shall apply to the SRA Handbook.

1.2

This Rule shall not apply to the SRA Indemnity Insurance Rules 2011, the SRA Indemnity (Enactment) Rules 2011 and the SRA Indemnity Rules 2011 until 1 October 2012.

Rule 2: Definitions

academic stage of training

means the undertaking by an individual of the following programmes of study which satisfy the requirements of the Joint Statement :

(i)

a QLD ;

(ii)

a CPE ; or

(iii)

an Exempting Law Degree ;

at an approved education provider .

means that stage of the training of an entrant to the solicitors' profession which is completed by satisfying regulation 3 of the SRA Training Regulations Part 1 - Qualification Regulations, and "academic stage" should be construed accordingly.

accounting period

has the meaning given in Rule 33 of the SRA Accounts Rules.

accreditation

means either full accreditation or provisional accreditation under the SRA QASA Regulations, and references to "accredited" should be construed accordingly.

actively participate in

means, in relation to a separate business, having any active involvement in the separate business, and includes:

(i)

any direct control over the business, and any indirect control through another person such as a spouse; and

(ii)

any active participation in the business or the provision of its services to customers.

adequate training

during under a period of recognised training contractmeans training:

(i)

and experience in gaining at least three distinctmonths' experience in each of at least three different areas of English law;

(i)

developing skills in both contentious and non-contentious areas; and practice;

(ii)

to enable a trainee to develop being given the skills needed toopportunity to practise and/or observe the activities set out in the Practice Skills Standards and comply with the Principles;

(iii)

which is appropriately supervised; and

(iv)

which meets the requirements of regulation 12 of the SRA Training Regulations - Qualification and Provider Regulations.

adjudicator

(i)

in the SRA Cost of Investigations Regulations means a person not involved in the investigation or preparation of a case who is authorised by the SRA to make an SRA finding; and

(ii)

in the SRA Disciplinary Procedure Rules means a person not involved in the investigation or preparation of a case who is authorised by the SRA to take disciplinary decisions.

agreed fee

has the meaning given in Rule 17.5 of the SRA Accounts Rules.

agreement provider

has the meaning given by article 63J(3) of the Regulated Activities Order read with paragraphs (6) and (7) of that article.

agreement seller

has the meaning given by article 63J(3) of the Regulated Activities Order.

AJA

means the Administration of Justice Act 1985.

appellate body

means the body with the power, by virtue of an order under section 80(1) of the LSA, to hear and determine appeals against decisions made by the SRA acting as a licensing authority.

applicant

means a person or persons applying for a grant out of the Compensation Fund under Rule 3 of the SRA Compensation Fund Rules.

applicant body

means a licensable body or a legal services body which makes an application to the SRA for authorisation in accordance with the SRA Authorisation Rules.

application for admission

means application to us for a certificate of satisfaction under section 3(1) of the SA and for admission as a solicitor under section 3(2) of the SA.

appointed person

in the SRA Indemnity Insurance Rules, means any person who is designated as a fee-earner in accordance with any arrangements made from time to time between the firm and the Legal Services Commission pursuant to the provisions of the Access to Justice Act 1999 or the Lord Chancellor (or any body established by the Lord Chancellor to provide or facilitate the provision of services) pursuant to the provisions of the Legal Aid, Sentencing and Punishment of Offenders Act 2012, regardless of whether the services performed for the firm by that person in accordance with Rule 4.1 of those Rules are performed pursuant to such arrangements or otherwise, and who is engaged by the firm under a contract for services in the course of the private practice of the firm.

appointed representative

has the meaning given in FSMA.

approved education provider

means a provider recognised by us as providing a QLD , CPE and/or an Exempting Law Degree .

approved regulator

means any body listed as an approved regulator in paragraph 1 of Schedule 4 to the LSA or designated as an approved regulator by an order under paragraph 17 of that Schedule.

ARP

means the Assigned Risks Pool, namely, the arrangements by which certain firms obtained professional indemnity insurance against civil liability up to 30 September 2013 pursuant to and on the terms set out in the SRA Indemnity Insurance Rules 2012 (and prior variations thereof).

ARP manager

means the manager of the ARP being any person from time to time appointed by the SRA to carry out all or any particular functions of the manager of the ARP or the SRA and any such person.

arrangement

in relation to financial services, fee sharing and referrals in Chapters 1, 6 and 9 of the SRA Code of Conduct, means any express or tacit agreement between you and another person, whether contractually binding or not.

assessment organisation

in the QLTSR means the organisation awarded the initial three year contract to provide the QLTS assessments, together with any other organisations subsequently authorised to provide the QLTS assessments after the initial three year period has expired.

assets

includes money, documents, wills, deeds, investments and other property.

associate

has the meaning given in paragraph 5 to Schedule 13 of the LSA, namely:

(i)

"associate", in relation to a person ("A") and:

(A)

a shareholding in a body ("S"); or

(B)

an entitlement to exercise or control the exercise of voting power in a body ("V");

means a person listed in sub-paragraph (ii).

(ii)

The persons are:

(A)

the spouse or civil partner of A;

(B)

a child or stepchild of A (if under 18);

(C)

the trustee of any settlement under which A has a life interest in possession (in Scotland a life interest);

(D)

an undertaking of which A is a director;

(E)

an employee of A;

(F)

a partner of A (except, where S or V is a partnership in which A is a partner, another partner in S or V);

(G)

if A is an undertaking:

(I)

a director of A;

(II)

a subsidiary undertaking of A; or

(III)

a director or employee of such a subsidiary undertaking;

(H)

if A has with any other person an agreement or arrangement with respect to the acquisition, holding or disposal of shares or other interests in S or V (whether or not they are interests within the meaning of section 72(3) of the LSA), that other person; or

(I)

if A has with any other person an agreement or arrangement under which they undertake to act together in exercising their voting power in relation to S or V, that person.

associated firm

means:

(i)

a partnership with whom you have one partner in common;

(ii)

an LLP or a company without shares with whom you have one member in common; or

(iii)

a company with shares with whom you have one owner in common.

authorisation

granted to a body under Rule 6 of the SRA Authorisation Rules means:

(i)

recognition under section 9 of the AJA, if it is granted to a legal services body; and

(ii)

a licence under Part 5 of the LSA, if it is granted to a licensable body;

and the term "certificate of authorisation" shall be construed accordingly.

authorised activities

means:

(i)

any reserved legal activity in respect of which the body is authorised;

(ii)

any other legal activity;

(iii)

any other activity in respect of which a licensed body is regulated pursuant to Part 5 of the LSA; and

(iv)

any other activity a recognised body carries out in connection with its practice.

authorised body

means a body that has been authorised by the SRA to practise as a licensed body or a recognised body.

authorised CPD course providers

means those providers authorised by us to provide training that attracts CPD hours as a result of attendance.

authorised education provider

means a provider recognised by us as providing the LPC and/or the PSC .

authorised distance learning providers

means those providers authorised by us to provide distance learning courses delivered by methods including correspondence, webinar, webcast, podcast, DVD, video and audio cassettes, television or radio broadcasts and computer based learning programmes.

authorised insurer

means:

(i)

a person who has permission under Part IV of FSMA to effect or carry out contracts of insurance of a relevant class;

(ii)

a person who carries on an insurance market activity, within the meaning of section 316(3) of FSMA;

(iii)

an EEA firm of the kind mentioned in paragraph 5(d) of Schedule 3 to FSMA, which has permission under paragraph 15 of that Schedule (as a result of qualifying for authorisation under paragraph 12 of that Schedule) to effect or carry out contracts of insurance of a relevant class; or

(iv)

a person who does not fall within paragraph (i), (ii) or (iii) and who may lawfully effect or carry out contracts of insurance of a relevant class in a member state other than the UK,

where "relevant class" has the meaning set out in section 87(1B) of the SA provided that this definition must be read with section 22 of FSMA, any relevant order under that section, and Schedule 2 to FSMA.

authorised non-SRA firm

means a firm which is authorised to carry on legal activities by an approved regulator other than the SRA.

authorised person

(i)

subject to sub-paragraph (ii) below, means a person who is authorised by the SRA or another approved regulator to carry on a legal activity and for the purposes of the SRA Authorisation Rules and the SRA Practice Framework Rules includes a solicitor, a sole practitioner, an REL, an EEL, an RFL, an authorised body, an authorised non-SRA firm and a European corporate practice and the terms "authorised individual" and "non-authorised person" shall be construed accordingly; and

(ii)

in the SRA Financial Services (Scope) Rules, has the meaning given in section 31 of FSMA.

authorised role holder

means COLP, COFA, owner or manager under Rules 8.5 and 8.6 of the SRA Authorisation Rules or COLP or COFA under Regulation 4.8 of the SRA Practising Regulations, and "authorised role" should be construed accordingly.

authorised training provider

means an organisation, body, firm, company, in-house practice or individual authorised by us under the SRA Training Regulations to take and train a trainee solicitor .

bank

has the meaning given in section 87(1) of the SA.

barrister

means a person called to the Bar by one of the Inns of Court and who has completed pupillage and is authorised by the General Council of the Bar to practise as a barrister.

beneficiary

means a person with a beneficial entitlement to funds held by the Society on statutory trust.

best list

means a list of potential beneficial entitlements to statutory trust monies which, in cases where it is not possible to create a reconciled list, is, in the view of the SRA, the most reliable that can be achieved with a reasonable and proportionate level of work taking into account the circumstances of the intervention and the nature of the evidence available.

body corporate

means a company, an LLP or a partnership which is a legal person in its own right.

broker funds arrangement

means an arrangement between a firm and a life office (or operator of a regulated collective investment scheme) under which the life office (or operator of the regulated collective investment scheme) agrees to establish a separate fund whose composition may be determined by instructions from the firm and in which it is possible for more than one client to invest.

BSB

means the Bar Standards Board.

building society

means a building society within the meaning of the Building Societies Act 1986.

buyer

includes a prospective buyer.

CAEF

means a criminal advocacy evaluation form completed by a judge to record the competence of a solicitor or an REL to conduct criminal advocacy against the Statement of Standards contained in the QASA.

candidate

means a person who is assessed by the SRA for approval as an owner, manager or compliance officer under Part 4 of the SRA Authorisation Rules.

CCBE

means the Council of the Bars and Law Societies of Europe.

CCBE Code

means the CCBE's Code of Conduct for European lawyers.

CCBE state

means any state whose legal profession is a full member, an associate member or an observer member of the CCBE.

certificate of eligibility

means a certificate issued by us confirming eligibility to take assessments under QLTSR, or the QLTT under QLTR, or an authorisation under those regulations to apply for admission as a solicitor without taking any test or assessment.

certificate of satisfactionenrolment

should be construed as evidence of student enrolment within the SRA Training Regulations Part 1 - Qualifying Regulations.

certificate of satisfaction

means a certificate or a certifying letter from us confirming that you have satisfied the SRA Training Regulations and are of the proper character and suitability to be admitted as a solicitor.

certificate of training

means the certification by a training principal that a trainee has received training in accordance with the SRA Training Regulations Part 2 - Training Providers Regulations.

cessation

means where the insured firm's practice ceases during or on expiry of the period of insurance and the insured firm has not obtained succeeding insurance in compliance with the MTC.

cessation period

means the period commencing on the expiry of the extended indemnity period where, during the extended indemnity period the relevant firm has not ceased practice or obtained a policy of qualifying insurance incepting with effect on and from the day immediately following expiration of the policy period, and ending on the date which is the earlier to occur of:

(i)

the date, if any, on which the firm obtains a policy of qualifying insurance incepting with effect on and from the day immediately following expiration of the policy period;

(ii)

the date which is 90 days after the commencement of the extended indemnity period; or

(iii)

the date on which the insured firm's practice ceases.

character and suitability

satisfies the requirement of section 3 of the SA in order that an individual shall be admitted as a solicitor.

charity

has the meaning given in section 96(1) of the Charities Act 1993.

Chartered Legal Executive

means a Fellow of the Chartered Institute of Legal Executives.

circumstances

means an incident, occurrence, fact, matter, act or omission which may give rise to a claim in respect of civil liability.

claim

means a demand for, or an assertion of a right to, civil compensation or civil damages or an intimation of an intention to seek such compensation or damages. For these purposes, an obligation on an insured firm and/or any insured to remedy a breach of the Solicitors' Accounts Rules 1998 (as amended from time to time), or any rules (including, without limitation, the SRA Accounts Rules) which replace the Solicitors' Accounts Rules 1998 in whole or in part, shall be treated as a claim, and the obligation to remedy such breach shall be treated as a civil liability for the purposes of clause 1 of the MTC, whether or not any person makes a demand for, or an assertion of a right to, civil compensation or civil damages or an intimation of an intention to seek such compensation or damages as a result of such breach, except where any such obligation may arise as a result of the insolvency of a bank (as defined in section 87 of the SA) or a building society which holds client money in a client account of the insured firm or the failure of such bank or building society generally to repay monies on demand.

claim for redress

has the meaning given in section 158 of the LSA.

claimant

means:

(i)

in the SRA Statutory Trust Rules, a person making a claim to statutory trust monies; and

(ii)

in the SRA Indemnity Insurance Rules, a person or entity which has made or may make a claim including a claim for contribution or indemnity.

client

means:

(i)

the person for whom you act and, where the context permits, includes prospective and former clients;

(ii)

in Parts 1-6 of the SRA Accounts Rules, the person for whom you act; and

(iii)

in the SRA Financial Services (Scope) Rules, in relation to any regulated activities carried on by a firm for a trust or the estate of a deceased person (including a controlled trust), the trustees or personal representatives in their capacity as such and not any person who is a beneficiary under the trust or interested in the estate.

client account

has the meaning given in Rule 13.2 of the SRA Accounts Rules.

client account (overseas)

means an account at a bank or similar institution, subject to supervision by a public authority, which is used only for the purpose of holding client money (overseas) and/or trust money, and the title or designation of which indicates that the funds in the account belong to the client or clients of a solicitor or REL or are held subject to a trust.

client conflict

for the purposes of Chapter 3 of the SRA Code of Conduct, means any situation where you owe separate duties to act in the best interests of two or more clients in relation to the same or related matters, and those duties conflict, or there is a significant risk that those duties may conflict.

client money

has the meaning given in Rule 12 of the SRA Accounts Rules.

client money (overseas)

means money received or held for or on behalf of a client or trust (but excluding money which is held or received by a multi-disciplinary practice - a licensed body providing a range of different services - in relation to those activities for which it is not regulated by the SRA).

COFA

means a compliance officer for finance and administration in accordance with Rule 8.5 of the SRA Authorisation Rules, or Regulation 4.8 of the SRA Practising Regulations, and in relation to a licensable body is a reference to its HOFA.

collective investment scheme

means (in accordance with section 235 of FSMA (Collective Investment Schemes)) any arrangements with respect to property of any description, including money, the purpose or effect of which is to enable persons taking part in the arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income arising from the acquisition, holding, management or disposal of the property or sums paid out of such profits or income, which are not excluded by the Financial Services and Markets Act (Collective Investment Schemes) Order 2001 (SI 2001/1062).

COLP

means compliance officer for legal practice in accordance with Rule 8.5 of the SRA Authorisation Rules or Regulation 4.8 of the SRA Practising Regulations, and in relation to a licensable body is a reference to its HOLP.

Companies Acts

means the Companies Act 1985 and the Companies Act 2006.

company

means a company incorporated in an Establishment Directive state and registered under the Companies Acts or a societas Europaea.

competing for the same objective

for the purposes of Chapter 3 of the SRA Code of Conduct means any situation in which two or more clients are competing for an "objective" which, if attained by one client, will make that "objective" unattainable to the other client or clients, and "objective" means, for the purposes of Chapter 3, an asset, contract or business opportunity which two or more clients are seeking to acquire or recover through a liquidation (or some other form of insolvency process) or by means of an auction or tender process or a bid or offer which is not public.

complaint

means an oral or written expression of dissatisfaction which alleges that the complainant has suffered (or may suffer) financial loss, distress, inconvenience or other detriment.

compliance officer

is a reference to a body's COLP or its COFA.

compulsory professional indemnity insurance

means the insurance you are required to have in place under the SIIR.

CONC

means the FCA's Consumer Credit sourcebook.

conflict of interests

means any situation where:

(i)

you owe separate duties to act in the best interests of two or more clients in relation to the same or related matters, and those duties conflict, or there is a significant risk that those duties may conflict (a "client conflict"); or

(ii)

your duty to act in the best interests of any client in relation to a matter conflicts, or there is a significant risk that it may conflict, with your own interests in relation to that or a related matter (an "own interest conflict").

connected person

means:

(i)

any associated firm;

(ii)

anyone with whom you are related by blood, marriage or adoption, or with whom you are living together in a civil or domestic partnership;

(iii)

any owner or employee of your firm or of an associated firm, or anyone with whom that owner or employee is related by blood, marriage or adoption, or with whom they are living together in a civil or domestic partnership;

(iv)

any company of which you are a director or employee, or any LLP of which you are a member or employee, or any company in which you, either alone or with any other connected person or persons, are entitled to exercise, or control the exercise of, one-third or more of the voting power at any general meeting;

(v)

any company of which any of the persons mentioned in (i) and (ii) above is a director or employee, or any LLP of which any of them is a member or employee, or any company in which any of them, either alone or with any other connected person or persons, is entitled to exercise, or control the exercise of, one-third or more of the voting power at any general meeting; and

(vi)

any other "associate" as defined in section 32 of the Estate Agents Act 1979.

connected practice

means a body providing legal services, established outside England and Wales which is not an overseas practice or an excluded body but is otherwise connected to an authorised body in England and Wales, or a recognised sole practitioner in England and Wales, by virtue of:

(i)

being a parent undertaking, within the meaning of section 1162 of the Companies Act 2006, of the authorised body;

(ii)

being jointly managed or owned, or having a partner, member or owner in common, or controlled by or, with the authorised body;

(iii)

participating in a joint enterprise or across its practice generally, sharing costs, revenue or profits related to the provision of legal services with the authorised body or recognised sole practitioner; or

(iv)

common branding;

and in this definition:

(A)

a "body" means a natural person or company, limited liability partnership or partnership or other body corporate or unincorporated association or business entity; and

(B)

an "excluded body" means a body which is part of:

(I)

a Verein or similar group structure involving more than one body providing legal services in respect of which the authorised body in England and Wales connected to it is not regarded as being the body which is the headquarters of that Verein or similar group structure or a significant part of it; or

(II)

a joint practice, alliance or association or association with the authorised body in England and Wales connected to it which is controlled by a body providing legal services outside of England and Wales; or

(III)

a group of affiliated bodies providing legal services which is not managed or controlled by an authorised body in England and Wales.

(C)

A "joint enterprise" means any contractual arrangements between two or more independent bodies which provide legal services, for profit and/or other defined purpose or goal which apply generally between them, not just agreed on a matter by matter basis.

(D)

"Common branding" means the use of a name, term, design, symbol, words or a combination of these that identifies two or more legal practices as distinct from other legal practices or an express statement that a legal practice is practising in association with one or more other named firms.

connected with

means in relation to a separate business for the purpose of Chapter 12 of the SRA Code of Conduct:

(i)

having one or more partner(s), owner(s), director(s) or member(s) in common with the separate business;

(ii)

being a subsidiary company of the same holding company as the separate business; or

(iii)

being a subsidiary company of the separate business.

contract of insurance

means (in accordance with article 3(1) of the Regulated Activities Order) any contract of insurance which is a long-term insurance contract or a general insurance contract.

contractually based investment

has the meaning given by article 3(1) of the Regulated Activities Order but does not include an investment which falls within the definition of a packaged product.

contributions

means contributions previously made to the fund in accordance with Part III of the Solicitors' Indemnity Rules 2007 (or any earlier corresponding provisions), and any additional sums paid in accordance with Rule 16 of the SRA Indemnity Rules.

controller

has the meaning given in section 422 of FSMA.

costs

means your fees and disbursements.

Council

has the meaning given in section 87 of the SA.

court

means any court, tribunal or inquiry of England and Wales, or a British court martial, or any court of another jurisdiction.

Court of Protection deputy

(i)

for the purposes of the SRA Accounts Rules includes a deputy who was appointed by the Court of Protection as a receiver under the Mental Health Act 1983 before the commencement date of the Mental Capacity Act 2005; and

(ii)

for the purposes of the SRA Authorisation Rules also includes equivalents in other Establishment Directive states.

CPD

means continuing professional development, namely, the training requirement(s) set by us to ensure solicitors and RELs maintain competence.

CPD training record

means a record of all CPD undertaken to comply with the SRA Training Regulations Part 3 - CPD Regulations.

CPD year

means each year commencing 1 November to 31 October.

CPE

means the Common Professional Examination, namely, a course, including assessments and examinations, approved by the JASB for the purposes of completing the academic stage of training for those who have not satisfactorily completed a QLD.

credit-related regulated activity

means any of the following activities specified in Part 2 or 3A of the Regulated Activities Order:

entering into a regulated credit agreement as lender (article 60B(1);

exercising, or having the right to exercise, the lender's rights and duties under a regulated credit agreement (article 60B(2));

credit broking (article 36A);

debt adjusting (article 39D(1) and (2));

debt counselling (article 39E(1) and (2));

debt collecting (article 39F(1) and (2));

debt administration (article 39G(1) and (2));

entering into a regulated consumer hire agreement as owner (article 60N(1));

exercising, or having the right to exercise, the owner's rights and duties under a regulated consumer hire agreement (article 60N(2));

providing credit information services (article 89A);

providing credit references (article 89B);

operating an electronic system in relation to lending (article 36H);

agreeing to carry on a regulated activity (article 64) so far as relevant to any of the activities in (i) to (xii);

which is carried on by way of business and relates to a specified investment applicable to that activity or, in the case of (x) and (xi), relates to information about a person's financial standing.

criminal advocacy

means advocacy in all hearings arising out of a police-led or Serious Fraud Office-led investigation and prosecuted in the criminal courts by the Crown Prosecution Service or the Serious Fraud Office but does not include hearings brought under the Proceeds of Crime Act 2002.

date of notification

the date of any notification or notice given is deemed to be:

(i)

the date on which the communication is sent electronically to the recipient's e-mail or fax address;

(ii)

the date on which the communication is delivered to or left at the recipient's last notified practising address if the recipient is practising, or to the recipient's last notified contact address if the recipient is not practising; or

(iii)

seven days after the communication has been sent by post or document exchange to the recipient's last notified practising address if the recipient is practising, or to the recipient's last notified contact address if the recipient is not practising.

defaulting practitioner

means:

(i)

a solicitor in respect of whose act or default, or in respect of whose employee's act or default, an application for a grant is made;

(ii)

an REL in respect of whose act or default, or in respect of whose employee's act or default, an application for a grant is made;

(iii)

a recognised body in respect of whose act or default, or in respect of whose manager's or employee's act or default, an application for a grant is made;

(iv)

an RFL who is a manager of a partnership, LLP or company together with a solicitor, an REL or a recognised body, and in respect of whose act or default or in respect of whose employee's act or default, an application for a grant is made; or

(v)

a licensed body in respect of whose act or default, or in respect of whose owner's, or manager's or employee's act or default, an application for a grant is made;

and the expressions "defaulting solicitor", "defaulting REL", "defaulting recognised body", "defaulting RFL" and "defaulting licensed body" shall be construed accordingly.

decision period

is the period specified in Rule 5 of the SRA Authorisation Rules.

defence costs

means legal costs and disbursements and investigative and related expenses reasonably and necessarily incurred with the consent of the insurer in:

(i)

defending any proceedings relating to a claim; or

(ii)

conducting any proceedings for indemnity, contribution or recovery relating to a claim; or

(iii)

investigating, reducing, avoiding or compromising any actual or potential claim; or

(iv)

acting for any insured in connection with any investigation, inquiry or disciplinary proceeding (save in respect of any disciplinary proceeding under the authority of the Society (including, without limitation, the SRA and the Tribunal));

and does not include any internal or overhead expenses of the insured firm or the insurer or the cost of any insured's time.

difference in conditions policy

means a contract of professional indemnity insurance, made between one or more participating insurers and a firm, which provides cover including the MTC as modified in accordance with paragraph 2 of Appendix 3 to the SRA Indemnity Insurance Rules.

Diploma in Law

means a graduate or postgraduate diploma in law or second degree awarded by a body authorised by the JASB for the purposes of completing the academic stage of training for those who have not satisfactorily completed a QLD.

director

means a director of a company; and in relation to a societas Europaea includes:

(i)

in a two-tier system, a member of the management organ and a member of the supervisory organ; and

(ii)

in a one-tier system, a member of the administrative organ.

disbursement

means, in respect of those activities for which the practice is regulated by the SRA, any sum spent or to be spent on behalf of the client or trust (including any VAT element).

disciplinary decision

means a decision, following an SRA finding, to exercise one or more of the powers provided by:

(i)

section 44D(2) and (3) of the SA;

(ii)

paragraph 14B(2) and (3) of Schedule 2 to the AJA; or

(iii)

section 95 or section 99 of the LSA;

or otherwise to give a regulated person a written rebuke or to publish details of a written rebuke or a direction to pay a penalty in accordance with the SRA Disciplinary Procedure Rules.

discipline investigation

means:

(i)

subject to sub-paragraph (ii), an investigation by the SRA to determine whether a person should be subject to an SRA finding, a disciplinary decision or an application to the Tribunal under Rule 10 of the SRA Disciplinary Procedure Rules; and

(ii)

for the purposes of the SRA Cost of Investigations Regulations, an investigation by the SRA to determine whether a regulated person should be subject to an SRA finding or an application to the Tribunal.

discrimination

has the meaning set out in the Equality Act 2010, namely if, because of a protected characteristic as set out in that Act, person A treats person B less favourably than A treats or would treat others.

disqualified

refers to a person who has been disqualified under section 99 of the LSA by the SRA or by any other approved regulator,

and references to "disqualify" and "disqualification" should be construed accordingly.

document

in Chapter 10 of the SRA Code of Conduct, includes documents, whether written or electronic, relating to the firm's client accounts and office accounts.

EEA

means European Economic Area.

EEL

means exempt European lawyer, namely, a member of an Establishment Directive profession:

(i)

registered with the BSB; or

(ii)

based entirely at an office or offices outside England and Wales,

who is not a lawyer of England and Wales (whether entitled to practise as such or not).

eligible former principal

means a principal of a previous practice where:

(i)

that previous practice ceased on or before 31 August 2000; and

(ii)

a relevant claim is made in respect of any matter which would have given rise to an entitlement of the principal to indemnity out of the fund under the Solicitors' Indemnity Rules 1999 had the claim been notified to Solicitors Indemnity Fund Limited on 31 August 2000; and

(iii)

the principal has not at any time been a "principal" of the relevant successor practice ("principal" having the meaning applicable to the SIIR); and

(iv)

at the time that the relevant claim is made the principal is not a "principal" in "private practice" ("principal" and "private practice" having the meanings applicable to the SIIR).

employee

means an individual who is:

(i)

engaged under a contract of service by a firm or its wholly owned service company;

(ii)

engaged under a contract for services, made between a firm or organisation and:

(A)

that individual;

(B)

an employment agency; or

(C)

a company which is not held out to the public as providing legal services and is wholly owned and directed by that individual; or

(iii)

a solicitor, REL or RFL engaged under a contract of service or a contract for services by an authorised non-SRA firm;

(iv)

a solicitor, REL or RFL engaged under a contract of service or a contract for services by a person, business or organisation,

under which the firm, authorised non-SRA firm, person, business, or organisation has exclusive control over the individual's time for all or part of the individual's working week; or in relation to which the firm or organisation has designated the individual as a fee earner in accordance with arrangements between the firm or organisation and the Lord Chancellor (or any body established by the Lord Chancellor to provide or facilitate the provision of services) pursuant to the provisions of the Legal Aid, Sentencing and Punishment of Offenders Act 2012, save that:

(A)

for the purposes of the SRA Financial Services (Scope) Rules, means an individual who is employed in connection with the firm's regulated activities under a contract of service or under a contract for services such that he or she is held out as an employee or consultant of the firm; and

(B)

for the purposes of the SRA Indemnity Insurance Rules, means any person other than a principal:

(I)

employed or otherwise engaged in the insured firm's practice (including under a contract for services) including, without limitation, as a solicitor, lawyer, trainee solicitor or trainee lawyer, consultant, associate, locum tenens, agent, appointed person, office or clerical staff member or otherwise;

(II)

seconded to work in the insured firm's practice; or

(III)

seconded by the insured firm to work elsewhere;

but does not include any person who is engaged by the insured firm under a contract for services in respect of any work where that person is required, whether under the SRA Indemnity Insurance Rules or under the rules of any other professional body, to take out or to be insured under separate professional indemnity insurance in respect of that work.

employer

means a:

(i)

firm which engages an individual under a contract of service either on its own behalf or through its wholly-owned service company;

(ii)

firm or organisation which has engaged an individual under a contract for services made between the firm or organisation and:

(A)

that individual;

(B)

an employment agency; or

(C)

a company which is not held out to the public as providing legal services and is wholly owned and directed by that individual; or

(iii)

an authorised non-SRA firm which engages a solicitor, REL or RFL under a contract of service or a contract for services;

(iv)

a person, business or organisation which engages a solicitor, REL or RFL under a contract of service or a contract for services,

under which the firm, authorised non-SRA firm, person, business or organisation has exclusive control over the individual's time for all or part of the individual's working week; or in relation to which the firm or organisation has designated the individual as a fee earner in accordance with arrangements between the firm or organisation and the Lord Chancellor (or any body established by the Lord Chancellor to provide or facilitate the provision of services) pursuant to the provisions of the Legal Aid, Sentencing and Punishment of Offenders Act 2012.

entitled to practise

for the purposes of the QLTSR means having the right to practise without restrictions or conditions as a qualified lawyer of the recognised jurisdiction.

equivalent means

means undertaking assessed learning and/or undertaking a formal period of workplace training leading to the award of a professional legal qualification which we determine meets the outcomes and/or standards of the current solicitor training framework. We will assess equivalence in accordance with guidance we may issue from time to time.

established

(i)

For the purpose of the definition of "overseas practice", the status of an individual as being established outside England and Wales may be indicated by any of the following factors:

(A)

a requirement for a work permit;

(B)

the intention to reside outside England and Wales for a period of six months or longer;

(C)

a requirement for authorisation with local regulatory body;

(D)

an overseas practising address nominated in mySRA;

(E)

an employment contract with a legal practice established outside England and Wales.

(ii)

An individual who is temporarily seconded, assigned or transferred to work in an overseas practice, being supervised and managed for the duration of his or her secondment, transfer or assignment, by partners in the overseas practice, will normally be treated as practising overseas.

Establishment Directive

means the Establishment of Lawyers Directive 98/5/EC.

Establishment Directive profession

means any profession listed in Article 1.2(a) of the Establishment Directive, including a solicitor, barrister or advocate of the UK.

Establishment Directive state

means a state to which the Establishment Directive applies.

European corporate practice

means a lawyers' practice which is a body incorporated in an Establishment Directive state, or a partnership with separate legal identity formed under the law of an Establishment Directive state and which is regulated as a lawyers' practice:

(i)

which has an office in an Establishment Directive state but does not have an office in England and Wales;

(ii)

whose ultimate beneficial owners include at least one individual who is not a lawyer of England and Wales but is, and is entitled to practise as, a lawyer of an Establishment Directive profession;

(iii)

whose managers include at least one such individual, or at least one body corporate whose managers include at least one such individual; and

(iv)

of which lawyers are entitled to exercise, or control the exercise of, more than 90% of the voting rights.

European cross-border practice

has the meaning set out in Rule 2.1 of the SRA European Cross-border Practice Rules.

excess

means the first amount of a claim which is not covered by the insurance.

execution-only

means a transaction which is effected by a firm for a client where the firm assumes on reasonable grounds that the client is not relying on the firm as to the merits or suitability of that transaction.

exempt person

in the SRA Financial Services (Scope) Rules means a person who is exempt from the general prohibition as a result of an exemption order made under section 38(1) or as a result of section 39(1) or 285(2) or (3) of FSMA and who, in engaging in the activity in question, is acting in the course of business in respect of which that person is exempt.

Exempting Law Degree

means a QLD incorporating an LPC, approved by us.

existing instructions

means instructions to carry out legal activities received by a firm from a client, which the firm has accepted, on terms that have been agreed by the client, prior to the firm becoming subject to cover under the cessation period.

expired run-off claim

means any claim made against the fund for indemnity under the SRA Indemnity Rules in respect of which no preceding qualifying insurance remains in force to cover such claim, by reason only of:

(i)

the run-off cover provided or required to be provided under the policy having been activated; and

(ii)

the sixth anniversary of the date on which cover under such qualifying insurance would have ended but for the activation of such run-off cover having passed; or

(iii)

(in the case of a firm in default or a run-off firm) the period of run-off cover provided or required to be provided under arrangements made to cover such claim through the ARP having expired.

expired run-off cover

means either:

(i)

(unless (ii) below applies) the terms of the ARP policy in force at the time immediately prior to the date on which run-off cover was triggered under the preceding qualifying insurance, excluding clause 5 (Run-off cover) of the MTC, as if it were a contract between Solicitors Indemnity Fund Limited and the firm or person making an expired run-off claim; or

(ii)

where they are provided to Solicitors Indemnity Fund Limited prior to payment of the claim, the terms of the preceding qualifying insurance, provided that:

(A)

references in the preceding qualifying insurance to the qualifying insurer that issued such insurance shall be read as references to Solicitors Indemnity Fund Limited;

(B)

any obligation owed by any insured under the preceding qualifying insurance to the qualifying insurer which issued such insurance shall be deemed to be owed to Solicitors Indemnity Fund Limited in place of such qualifying insurer, unless and to the extent that Solicitors Indemnity Fund Limited in its absolute discretion otherwise agrees;

(C)

the obligations of the fund and/or any insured in respect of an expired run-off claim shall neither exceed nor be less than the requirements of the MTC which, in accordance with the applicable SIIR, such preceding qualifying insurance included or was required to include.

Solicitors Indemnity Fund Limited shall be under no obligation to take any steps to obtain the terms of any such preceding qualifying insurance, which for these purposes includes the terms on which it was written in respect of the insured firm or person in question, and not merely a standard policy wording.

extended indemnity period

means the period commencing at the end of the policy period and ending on the date which is the earlier to occur of:

(i)

the date, if any, on which the firm obtains a policy of qualifying insurance incepting on and with effect from the day immediately following the expiration of the policy period;

(ii)

the date which is 30 days after the end of the policy period; or

(iii)

the date on which the insured firm's practice ceases.

FCA

means the Financial Conduct Authority.

fees

means your own charges or profit costs (including any VAT element).

fee sharer

means another person or business who or which shares your fees.

financial benefit

includes any commission, discount or rebate, but does not include your fees or interest earned on any client account.

financial institution

means any undertaking or unincorporated association which carries on a business of lending money (which may include mortgage lending) or otherwise providing or issuing credit including, without limitation, any bank or building society.

Financial Services Register

means the record maintained by the FCA as required by section 347 of FSMA and including those persons who carry on, or are proposing to carry on, insurance mediation activities.

firm

means:

(i)

save as provided in paragraphs (ii) and (iii) below, an authorised body, a recognised sole practitioner or a body or person which should be authorised by the SRA as a recognised body or recognised sole practitioner (but which could not be authorised by another approved regulator); and for the purposes of the SRA Code of Conduct and the SRA Accounts Rules can also include in-house practice;

(ii)

in the SRA Indemnity Insurance Rules:

(A)

any recognised body (as constituted from time to time); or

(B)

any solicitor or REL who is a sole practitioner, unless that sole practitioner is a non-SRA firm; or

(C)

any partnership (as constituted from time to time) which is eligible to become a recognised body and which meets the requirements applicable to recognised bodies set out in the SRA Practice Framework Rules and the SRA Authorisation Rules, unless that partnership is a non-SRA firm; or

(D)

any licensed body in respect of its regulated activities;

whether before or during any relevant indemnity period;

(iii)

in the SRA European Cross-border Practice Rules, means any business through which a solicitor or REL carries on practice other than in-house practice.

firm (overseas)

means any business through which a solicitor or REL carries on practice other than in-house practice.

foreign lawyer

means an individual who is not a solicitor or barrister of England and Wales, but who is a member, and entitled to practise as such, of a legal profession regulated within a jurisdiction outside England and Wales.

foundations of legal knowledge

means those foundations of law the study of which is prescribed by us and the BSB through the JASBfor the purpose of completing the academic stage of training by undertaking a QLD or CPE and passing the assessments and examinations set during that course.

FSMA

means the Financial Services and Markets Act 2000.

full accreditation

means accreditation to conduct criminal advocacy under the SRA QASA Regulations, and references to "fully accredited" should be construed accordingly.

full route to qualification

means that the applicant has not completed a shortened or fast-track route to qualification, which would be evidenced if non-domestic lawyers are not assessed on all the same outcomes/subjects/practices in the law of that jurisdiction as domestic candidates, prior to qualification.

full time

in relation to a period of recognised training , means working 32 hours a week or more.

fund

means the fund maintained in accordance with the SRA Indemnity Rules.

funeral plan contract

has the meaning given in article 59 of the Regulated Activities Order.

general client account

has the meaning given in Rule 13.5 (b) of the SRA Accounts Rules.

general insurance contract

means any contract of insurance within Part I of Schedule 1 to the Regulated Activities Order.

general prohibition

has the meaning given in section 19(2) of FSMA.

Graduate of CILEx

means a Graduate member of the Chartered Institute of Legal Executives.

higher courts

means the Crown Court, High Court, Court of Appeal and Supreme Court in England and Wales.

higher courts advocacy qualification

means, subject to regulation 6 of the SRA Higher Rights of Audience Regulations, one of the qualifications referred to in regulation 3 of those regulations to exercise extended rights of audience in the higher courts.

HOFA

means a Head of Finance and Administration within the meaning of paragraph 13(2) of Schedule 11 to the LSA.

holding company

has the meaning given in the Companies Act 2006.

HOLP

means a Head of Legal Practice within the meaning of paragraph 11(2) of Schedule 11 to the LSA.

home purchaser

has the meaning given by article 63F(3) of the Regulated Activities Order.

immigration work

means the provision of immigration advice and immigration services, as defined in section 82 of the Immigration and Asylum Act 1999.

indemnity period

means:

(i)

in the SRA Indemnity Insurance Rules, the period of one year starting on 1 September 2000, 2001 or 2002, the period of 13 calendar months starting on 1 September 2003, or the period of one year starting on 1 October in any subsequent calendar year; and

(ii)

in the SRA Indemnity Rules, the period of one year commencing on 1 September in any calendar year from 1987 to 2002 inclusive, the period of 13 calendar months commencing on 1 September 2003, and the period of one year commencing on 1 October in any subsequent calendar year.

independent financial adviser

means an adviser who provides unbiased and unrestricted advice based on a comprehensive and fair analysis of the relevant market and discloses this in writing to the client.

individual pension contract

means a pension policy or pension contract under which contributions are paid to:

(i)

a personal pension scheme approved under section 630 of the Income and Corporation Taxes Act 1988, whose sole purpose is the provision of annuities or lump sums under arrangements made by individuals in accordance with the scheme; or

(ii)

a retirement benefits scheme approved under section 591(2)(g) of the Income and Corporation Taxes Act 1988, for the provision of relevant benefits by means of an annuity contract made with an insurance company of the employee's choice.

in-house practice

means practice as a solicitor, REL or RFL (as appropriate) in accordance with Rules 1.1(c)(ii), 1.1(d)(ii), 1.1(e), 1.2(f), 2.1(c)(ii), 2.1(d)(ii), 2.1(e), 2.2(f), 3.1(b)(ii) or 3.1(c)(ii) of the SRA Practice Framework Rules and "in-house" shall be construed accordingly.

Insolvency Code of Ethics

means the Code of Ethics produced by the Joint Insolvency Committee and adopted by the SRA.

insolvency event

means in relation to a participating insurer:

(i)

the appointment of a provisional liquidator, administrator, receiver or an administrative receiver; or

(ii)

the approval of a voluntary arrangement under Part I of the Insolvency Act 1986 or the making of any other form of arrangement, composition or compounding with its creditors generally; or

(iii)

the passing of a resolution for voluntary winding up where the winding up is or becomes a creditors' voluntary winding up under Part IV of the Insolvency Act 1986; or

(iv)

the making of a winding up order by the court; or

(v)

the making of an order by the court reducing the value of one or more of the participating insurer's contracts under section 377 of FSMA; or

(vi)

the occurrence of any event analogous to any of the foregoing insolvency events in any jurisdiction outside England and Wales.

insolvency practice

means accepting an appointment or acting as an appointment holder as an insolvency practitioner within the terms of the Insolvency Act 1986 and other related legislation.

insurance mediation activity

means any of the following activities specified in the Regulated Activities Order which is carried on in relation to a contract of insurance or rights to or interests in a life policy:

(i)

dealing in investments as agent;

(ii)

arranging (bringing about) deals in investments;

(iii)

making arrangements with a view to transactions in investments;

(iv)

assisting in the administration and performance of a contract of insurance;

(v)

advising on investments;

(vi)

agreeing to carry on a regulated activity in (i) to (v) above.

insurance mediation officer

means the individual within the management structure of the firm who is responsible for an insurance mediation activity.

insurance undertaking

means an undertaking, whether or not an insurer, which carries on insurance business.

insured

in the SRA Indemnity Insurance Rules means each person and entity named or described as a person to whom the insurance extends and includes, without limitation, those referred to in clause 1.3 in the MTC and, in relation to prior practices and successor practices respectively, those referred to in clauses 1.5 and 1.7 of the MTC.

insured firm

means the firm (as defined for the purposes of the SRA Indemnity Insurance Rules) which contracted with the insurer to provide the insurance.

insured firm's practice

means:

(i)

the legal practice carried on by the insured firm as at the commencement of the period of insurance; and

(ii)

the continuous legal practice preceding and succeeding the practice referred to in paragraph (i) (irrespective of changes in ownership of the practice or in the composition of any partnership which owns or owned the practice).

insurer

means:

(i)

for the purposes of the SRA Financial Services (Conduct of Business) Rules 2001 a firm with permission to effect or carry out contracts of insurance (other than a bank); and

(ii)

for the purposes of the SRA Indemnity Insurance Rules the underwriter(s) of the insurance.

integrated course

means a Diploma in Law/CPE incorporating an LPC, approved by us.

interest

includes a sum in lieu of interest.

interest holder

means a person who has an interest or an indirect interest, or holds a material interest, in a body (and "indirect interest" and "interest" have the same meaning as in the LSA), and references to "holds an interest" shall be construed accordingly.

international lawyers

means lawyers who are not basing their application on a professional qualification as a qualified lawyer gained within the UK or within the EEA or Switzerland.

intervened practitioner

means the solicitor, recognised body, licensed body, REL or RFL whose practice or practices are the subject of an intervention.

intervention

means the exercise of the powers specified in section 35 of and Schedule 1 to the SA, or section 9 of and paragraphs 32 to 35 of Schedule 2 to the AJA, or section 89 of and paragraph 5 of Schedule 14 to the Courts and Legal Services Act 1990, or section 102 of and Schedule 14 to the LSA.

introducer

means any person, business or organisation who or that introduces or refers clients to your business, or recommends your business to clients or otherwise puts you and clients in touch with each other.

investment

means any of the investments specified in Part III of the Regulated Activities Order.

investment trust

means a closed-ended company which is listed in the UK or another member state and:

(i)

is approved by HM Revenue and Customs under section 842 of the Income and Corporation Taxes Act 1988 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain approval); or

(ii)

is resident in another member state and would qualify for approval if resident and listed in the UK.

investment trust savings scheme

means a dedicated service for investment in the securities of one or more investment trusts within a particular marketing group (and references to an "investment trust savings scheme" include references to securities to be acquired through that scheme).

ISA

means an Individual Savings Account, namely, an account which is a scheme of investment satisfying the conditions prescribed in the Individual Savings Account Regulations 1998 (S.I. 1998/1870).

JASB

means the Joint Academic Stage Board, namely, the joint committee of the BSB and the SRA responsible for the setting and implementation of policies in respect of the academic stage of training, and validation and review of QLDs and CPEs.

Joint Insolvency Committee

means the Committee formed by the Insolvency Service, the recognised professional bodies under the Insolvency Act 1986 and other related legislation, and appointed lay representatives.

Joint Statement

means the Joint Statement on Qualifying Law Degrees, prepared jointly by us and the BSB , setting out the conditions a law degree course must meet in order to be recognised by us as a QLD .

Justices' Clerks Assistant

has the meaning given in the Assistants to Justices' Clerks Regulations 2006.

knowledge

of any matter, includes any matter of which you may reasonably be expected to have knowledge.

LASPO

means the Legal Aid, Sentencing and Punishment of Offenders Act 2012.

lawyer

means a member of one of the following professions, entitled to practise as such:

(i)

the profession of solicitor, barrister or advocate of the UK;

(ii)

a profession whose members are authorised to carry on legal activities by an approved regulator other than the SRA;

(iii)

an Establishment Directive profession other than a UK profession;

(iv)

a legal profession which has been approved by the SRA for the purpose of recognised bodies in England and Wales; and

(v)

any other regulated legal profession specified by the SRA for the purpose of this definition.

lawyer-controlled body

means:

(i)

an authorised body in which lawyers of England and Wales constitute the national group of lawyers with the largest (or equal largest) share of control of the body either as individual managers or by their share in the control of bodies which are managers;

(ii)

for the purposes of Part 7 (Overseas practice) of the SRA Accounts Rules the definition at sub-paragraph (i) above applies save that the second reference to "lawyers" is to be given its natural meaning and the references to managers are to be read as managers (overseas).

lawyer of England and Wales

means:

(i)

a solicitor; or

(ii)

an individual who is authorised to carry on legal activities in England and Wales by an approved regulator other than the SRA, but excludes a member of an Establishment Directive profession registered with the BSB under the Establishment Directive.

lead insurer

means the insurer named as such in the contract of insurance, or, if no lead insurer is named as such, the first-named insurer on the relevant certificate of insurance.

legal activity

has the meaning given in section 12 of the LSA, and includes any reserved legal activity and any other activity which consists of the provision of legal advice or assistance, or representation in connection with the application of the law or resolution of legal disputes.

Legal Ombudsman

means the scheme administered by the Office for Legal Complaints under Part 6 of the LSA.

legally qualified body

means any of the following:

(i)

a recognised body;

(ii)

a licensed body of which lawyers are entitled to exercise, or control the exercise of, 90% or more of the voting rights of that licensed body;

(iii)

an authorised non-SRA firm of which lawyers are entitled to exercise, or control the exercise of, 90% or more of the voting rights of that authorised non-SRA firm; or

(iv)

a European corporate practice,

and for the purposes of section 9A(6)(h) and (6C) of the AJA means a body which would meet the requirement in Rule 13.2 of the SRA Practice Framework Rules.

legal services body

means a body which meets the criteria in Rule 13 (Eligibility criteria and fundamental requirements for recognised bodies) of the SRA Practice Framework Rules.

licensable body

means a body which meets the criteria in Rule 14 (Eligibility criteria and fundamental requirements for licensed bodies) of the SRA Practice Framework Rules.

licensed body

means a body licensed by the SRA under Part 5 of the LSA.

licensing authority

means an approved regulator which is designated as a licensing authority under Part 1 of Schedule 10 to the LSA, and whose licensing rules have been approved for the purposes of the LSA.

life office

means a person with permission to effect or carry out long-term insurance contracts.

life policy

means a long-term insurance contract other than a pure protection contract or a reinsurance contract, but including a pension policy.

LLP

means a limited liability partnership incorporated under the Limited Liability Partnerships Act 2000.

local authority

means any of those bodies which are listed in section 270 of the Local Government Act 1972 or in section 21(1) of the Local Government and Housing Act 1989.

long-term care insurance contract

has the meaning given in Part II of Schedule 1 to the Regulated Activities Order.

long-term insurance contract

has the meaning given in Part II of Schedule 1 to the Regulated Activities Order.

LPC

means a Legal Practice Course, namely, a course, the satisfactory completion of which is recognised by us as satisfying, in part, the vocational stage of training.

LPC Outcomes

means our minimum educational standards that LPC students must meet in order to satisfactorily complete the course.

LSA

means the Legal Services Act 2007.

manager

means:

(i)

a member of an LLP;

(ii)

a director of a company;

(iii)

a partner in a partnership; or

(iv)

in relation to any other body, a member of its governing body.

manager (overseas)

means:

(i)

a member of an LLP;

(ii)

a director of a company;

(iii)

a partner in a partnership; or

(iv)

in relation to any other body, a member of its governing body.

market making

means where a firm holds itself out as willing, as principal, to buy, sell or subscribe for investments of the kind to which the transaction relates at prices determined by the firm generally and continuously rather than in respect of each particular transaction.

master policy

means a policy referred to in Rule 5 of the SRA Indemnity Rules.

master policy insurer

means an insurer under a master policy.

material interest

has the meaning given to it in Schedule 13 to the LSA; and a person holds a "material interest" in a body ("B"), if that person:

(i)

holds at least 10% of the shares in B;

(ii)

is able to exercise significant influence over the management of B by virtue of the person's shareholding in B;

(iii)

holds at least 10% of the shares in a parent undertaking ("P") of B;

(iv)

is able to exercise significant influence over the management of P by virtue of the person's shareholding in P;

(v)

is entitled to exercise, or control the exercise of, voting power in B which, if it consists of voting rights, constitutes at least 10% of the voting rights in B;

(vi)

is able to exercise significant influence over the management of B by virtue of the person's entitlement to exercise, or control the exercise of, voting rights in B;

(vii)

is entitled to exercise, or control the exercise of, voting power in P which, if it consists of voting rights, constitutes at least 10% of the voting rights in P; or

(viii)

is able to exercise significant influence over the management of P by virtue of the person's entitlement to exercise, or control the exercise of, voting rights in P;

and for the purpose of this definition, "person" means:

(i)

the person,

(ii)

any of the person's associates, or

(iii)

the person and any of the person's associates taken together;

and "parent undertaking" and "voting power" are to be construed in accordance with paragraphs 3 and 5 of Schedule 13 to the LSA.

mature student

means someone who intends to undertake the Diploma in Law or CPE and who has:

considerable experience or shown exceptional ability in an academic, professional, business or administrative field; and

attained such standard of general education as we may consider sufficient.

MDP

means a licensed body which is a multi-disciplinary practice providing a range of different services, only some of which are regulated by the SRA.

member

(i)

means:

(A)

in relation to a company, a person who has agreed to be a member of the company and whose name is entered in the company's register of members; and

(B)

in relation to an LLP, a member of that LLP; save that

(ii)

for the purposes of the SRA Indemnity Rules, means a member of a practice, being:

(A)

any principal (including any principal) therein;

(B)

any director or officer thereof, in the case of a recognised body or a licensed body which is a company;

(C)

any member thereof in the case of a recognised body or a licensed body which is an LLP;

(D)

any recognised body or a licensed body which is a partner or held out to be a partner therein and any officer of such recognised body or a licensed body which is a company, or any member of such recognised body or a licensed body which is an LLP;

(E)

any person employed in connection therewith (including any trainee solicitor);

(F)

any solicitor or REL who is a consultant to or associate in the practice;

(G)

any foreign lawyer who is not an REL and who is a consultant or associate in the practice; and

(H)

any solicitor or foreign lawyer who is working in the practice as an agent or locum tenens, whether he or she is so working under a contract of service or contract for services;

and includes the estate and/or personal representative(s) of any such persons.

members of the public

for the purposes of Chapter 8 of the SRA Code of Conduct, does not include:

(i)

a current or former client;

(ii)

another firm or its manager;

(iii)

an existing or potential professional or business connection; or

(iv)

a commercial organisation or public body.

mixed payment

has the meaning given in Rule 18.1 of the SRA Accounts Rules.

modular training contract

means a training contract in which employment and training is provided by a training contract consortium, each member of which has a defined contribution to training process and content.

MTC

means the minimum terms and conditions with which a policy of qualifying insurance is required by the SRA Indemnity Insurance Rules to comply, a copy of which is annexed as Appendix 1 to those Rules.

means a solicitor or barrister nominated by an authorised training provider and who meets the requirements of regulation 13 of contract

means a written contract, complying with the SRA Training Regulations 2014 - Qualification and , between one or more training establishment and a trainee solicitor, setting out the terms and conditions of the workplace training that the trainee solicitor will receive.

non-lawyer

means:

(i)

an individual who is not a lawyer practising as such; or

(ii)

a body corporate or partnership which is not:

(A)

an authorised body;

(B)

an authorised non-SRA firm; or

(C)

a business, carrying on the practice of lawyers from an office or offices outside England and Wales, in which a controlling majority of the owners and managers are lawyers;

save in Part 7 (Overseas) of the SRA Accounts Rules where the term "lawyer" is to be given its natural meaning.

non-mainstream regulated activity

means a regulated activity of a firm regulated by the FCA in relation to which the conditions in the Professional Firms' Sourcebook (5.2.1R) are satisfied.

non-registered European lawyer

means:

(i)

in the SRA Indemnity Rules, a member of a legal profession which is covered by the Establishment Directive, but who is not:

(A)

a solicitor, REL or RFL,

(B)

a barrister of England and Wales, Northern Ireland or the Irish Republic, or

(C)

a Scottish advocate; and

(ii)

in the SRA Financial Services (Scope) Rules, a member of a profession covered by the Establishment Directive who is based entirely at an office or offices outside England and Wales and who is not a solicitor, REL or RFL.

non-solicitor employer

means any employer other than a recognised body, recognised sole practitioner, licensed body or authorised non-SRA firm.

non-SRA firm

means a sole practitioner, partnership, LLP or company which is not authorised to practise by the SRA, and which is either:

(i)

authorised or capable of being authorised to practise by another approved regulator; or

(ii)

not capable of being authorised to practise by any approved regulator.

occupational pension scheme

means any scheme or arrangement which is comprised in one or more documents or agreements and which has, or is capable of having, effect in relation to one or more descriptions or categories of employment so as to provide benefits, in the form of pensions or otherwise, payable on termination of service, or on death or retirement, to or in respect of earners with qualifying service in an employment of any such description or category.

office account

means an account of the firm for holding office money and/or out-of-scope money, or other means of holding office money or out-of-scope money (for example, the office cash box or an account holding money regulated by a regulator other than the SRA).

office money

has the meaning given in Rule 12 of the SRA Accounts Rules.

opt-out

means a transaction resulting from a decision by an individual to opt-out of or decline to join a final salary or money-purchase occupational pension scheme of which he or she is a current member, or which he or she is, or at the end of a waiting period will become, eligible to join, in favour of an individual pension contract or contracts.

out-of-scope money

means money held or received by an MDP in relation to those activities for which it is not regulated by the SRA.

overseas

means outside England and Wales.

overseas practice

(i)

means:

(A)

a branch office of an authorised body;

(B)

a subsidiary company of an authorised body;

(C)

a subsidiary undertaking, within the meaning of section 1162 of the Companies Act 2006, of an authorised body;

(D)

an entity whose business, management or ownership are otherwise in fact or law controlled by an authorised body or recognised sole practitioner;

(E)

an individual acting as a representative (whether as an employee or agent) of an authorised body or recognised sole practitioner; or

(F)

a sole principal whose business, management or ownership are otherwise in fact or law controlled by an authorised body or recognised sole practitioner,

established outside England and Wales and providing legal services but which does not carry out reserved legal activities and whose practice does not predominantly comprise the provision of legal services to clients, or in relation to assets, located in England and Wales; and

(ii)

in the SRA Indemnity Rules means a practice carried on wholly from an overseas office or offices, including a practice deemed to be a separate practice by virtue of paragraph (ii) of the definition of separate practice.

own interest conflict

for the purpose of Chapter 3 of the SRA Code of Conduct, means any situation where your duty to act in the best interests of any client in relation to a matter conflicts, or there is a significant risk that it may conflict, with your own interests in relation to that or a related matter.

owner

means, in relation to a body, a person with any interest in the body, save that:

(i)

in the SRA Authorisation Rules, the SRA Practice Framework Rules and the SRA Practising Regulations owner means any person who holds a material interest in an authorised body, and in the case of a partnership, any partner regardless of whether they hold a material interest in the partnership; and

(ii)

for the purposes of the SRA Principles and the SRA Code of Conduct means a person who holds a material interest in the body; and

(iii)

for the purposes of the SRA Suitability Test includes owners who have no active role in the running of the business as well as owners who do,

and "own" and "owned by" shall be construed accordingly.

panel solicitors

means any solicitors appointed by the Solicitors Indemnity Fund in accordance with Rule 14.15 of the SRA Indemnity Rules.

parent training establishment

means one member of a training contract consortium which is authorised to take trainees and which has appointed a training principal who is responsible for the training of the training contract consortium'strainees.

participating insurer

means an authorised insurer which has entered into a participating insurer's agreement with the Society which remains in force for the purposes of underwriting new business at the date on which the relevant contract of qualifying insurance is made.

participating insurer's agreement

means an agreement in such terms as the Society may prescribe setting out the terms and conditions on which a participating insurer may provide professional indemnity insurance to solicitors and others in private practice in England and Wales.

partner

means a person who is or is held out as a partner in a partnership.

partnership

means a body that is not a body corporate in which persons are, or are held out as, partners, save that in the MTC means an unincorporated insured firm in which persons are or are held out as partners and does not include an insured firm incorporated as an LLP.

participation

for the purposes of regulation 8 of the SRA Training Regulations Part 3 - CPD Regulations includes preparing, delivering and/or attending accredited courses and "participating" should be construed accordingly.

part-time

in relation to a period of recognised training means working fewer than 32 hours aper week.

payment

includes any form of consideration whether any benefit is received by you or by a third party (but does not include the provision of hospitality that is reasonable in the circumstances) and "pay" and "paid" shall be construed accordingly.

pension contract

means a right to benefits obtained by the making of contributions to an occupational pension scheme or to a personal pension scheme, where the contributions are paid to a regulated collective investment scheme.

pension policy

means a right to benefits obtained by the making of contributions to an occupational pension scheme or to a personal pension scheme, where the contributions are paid to a life office.

pension transfer

means a transaction resulting from a decision by an individual to transfer deferred benefits from a final salary occupational pension scheme, or from a money-purchase occupational pension scheme, in favour of an individual pension contract or contracts.

PEP

means a personal equity plan within the Personal Equity Plan Regulations1989.

period of insurance

means the period for which the insurance operates.

permitted exemptions

applies only to individuals who have successfully completed the Bar Vocational Course or Bar Professional Training Course not more than 5 years prior to his or her enrolment on the LPC and means exemption from attendance and assessment of the LPC Outcomes as specified by us and agreed by the authorised provider.

permitted separate business

means for the purpose of Chapter 12 of the SRA Code of Conduct, a separate business offering any of the following services:

(i)

alternative dispute resolution;

(ii)

financial services;

(iii)

estate agency;

(iv)

management consultancy;

(v)

company secretarial services;

(vi)

acting as a parliamentary agent;

(vii)

practising as a lawyer of another jurisdiction;

(viii)

acting as a bailiff;

(ix)

acting as nominee, trustee or executor outside England and Wales;

(x)

the services of a wholly owned nominee company in England and Wales, which is operated as a subsidiary but necessary part of the work of a separate business providing financial services;

(xi)

providing legal advice or drafting legal documents not included in (i) to (x) above, where such activity is provided as a subsidiary but necessary part of some other service which is one of the main services of the separate business; and

(xii)

providing any other business, advisory or agency service which could be provided through a firm or in-house practice but is not a prohibited separate business activity.

person

includes a body of persons (corporate or unincorporated).

person under investigation

means a person subject to a discipline investigation.

person who has an interest in a licensed body

means a person who has an interest or an indirect interest in a licensed body as defined by sections 72(3) and (5) of the LSA.

person who lacks capacity under Part 1 of the Mental Capacity Act 2005

includes a "patient" as defined by section 94 of the Mental Health Act 1983 and a person made the subject of emergency powers under that Act, and equivalents in other Establishment Directive states.

personal pension scheme

means any scheme or arrangement which is not an occupational pension scheme or a stakeholder pension scheme and which is comprised in one or more instruments or agreements, having or capable of having effect so as to provide benefits to or in respect of people on retirement, or on having reached a particular age, or on termination of service in an employment.

plan provider

has the meaning given by article 63B(3) of the Regulated Activities Order read with paragraphs (7) and (8) of that article.

policy

means a contract of professional indemnity insurance made between one or more persons, each of which is a participating insurer, and a firm.

policy default

(i)

means in the SRA Indemnity Insurance Rules a failure on the part of a firm or any principal of that firm:

(A)

to pay for more than two months after the due date for payment all or any part of the premium or any other sum due in respect of a policy; or

(B)

to reimburse within two months a participating insurer in respect of any amount falling within a firm's policy excess which has been paid on an insured's behalf to a claimant by a participating insurer;

(ii)

for the purposes of this definition, the due date for payment means, in respect of any policy or any payment to be made under any policy:

(A)

the date on which such payment fell due under the terms of the policy or any related agreement or arrangement; or

(B)

if a firm was first required under the SIIR to effect such a policy prior to the date on which it did so, the date if earlier on which such payment would have fallen due had such policy been effected by the firm when it was first required to do so under the SIIR.

policy period

means the period of insurance in respect of which risks may attach under a policy, but excluding the extended indemnity period and the cessation period.

practice

means the activities, in that capacity, of:

(i)

a solicitor;

(ii)

an REL, from an office or offices within the UK;

(iii)

a member of an Establishment Directive profession registered with the BSB under the Establishment Directive, carried out from an office or offices in England and Wales;

(iv)

an RFL, from an office or offices within England and Wales, as:

(A)

an employee of a recognised sole practitioner; or

(B)

a manager, employee, member or interest holder of an authorised body or a manager, employee or owner of an authorised non-SRA firm;

(v)

an authorised body;

(vi)

a manager of an authorised body;

(vii)

a person employed in England and Wales by an authorised body or recognised sole practitioner;

(viii)

a lawyer of England and Wales; or

(ix)

an authorised non-SRA firm;

and "practise" and "practising" should be construed accordingly; save for in:

(i)

the SRA Indemnity Insurance Rules where "practice" means the whole or such part of the private practice of a firm as is carried on from one or more offices in England and Wales;

(ii)

the SRA Indemnity Rules where it means a practice to the extent that:

(A)

in relation to a licensed body, it carries on regulated activities; and

(B)

in all other cases, it carries on private practice providing professional services as a sole solicitor or REL or as a partnership of a type referred to in Rule 6.1(d) to 6.1(f) and consisting of or including one or more solicitors and/or RELs, and shall include the business or practice carried on by a recognised body in the providing of professional services such as are provided by individuals practising in private practice as solicitors and/or RELs or by such individuals in partnership with RFLs, whether such practice is carried on by the recognised body alone or in partnership with one or more solicitors, RELs and/or other recognised bodies; and

(iii)

in the SRA Overseas Rules where it shall be given its natural meaning.

practice from an office

includes practice carried on:

(i)

from an office at which you are based; or

(ii)

from an office of a firm in which you are the sole practitioner, or a manager, or in which you have an ownership interest, even if you are not based there,

save that for the purposes of Part 7 (Overseas) of the SRA Accounts Rules the term "practice" is to be given its natural meaning, and references to "firm" and "manager" are to be read as references to "firm (overseas)" and to "manager (overseas)";

and "practising from an office" and "practises from an office" should be construed accordingly.

practice of a lawyer of a CCBE state

means the activities of a lawyer of a CCBE state in that capacity.

Practice Skills Standards

means the standards published by us which set out the practice skills trainees will develop during the period of recognised training contract and use when qualified.

practising address

means, in relation to an authorised body, an address from which the body provides services consisting of or including the carrying on of activities which it is authorised to carry on.

practising overseas

means the conduct of a practice:

(i)

of an overseas practice;

(ii)

of a manager, member or owner of an overseas practice in that capacity;

(iii)

of a solicitor established outside England and Wales for the purpose of providing legal services in an overseas jurisdiction; and

(iv)

of an REL established in Scotland or Northern Ireland for the purpose of providing legal services in those jurisdictions.

preceding qualifying insurance

means, in the case of any firm or person who makes an expired run-off claim, the policy of qualifying insurance which previously provided run-off cover in respect of that firm or person, or which was required to provide such cover, or (in the case of a firm in default or a run-off firm) arrangements to provide such run-off cover through the ARP.

pre-contract deposit

means the aggregate of all payments which constitute pre-contract deposits from a buyer in relation to the proposed sale of a property.

prescribed

means prescribed by the SRA from time to time.

previous practice

means any practice which shall have ceased to exist as such for whatever reason, including by reason of:

(i)

any death, retirement or addition of principals; or

(ii)

any split or cession of the whole or part of its practice to another without any change of principals.

previous regulations

in the SRA Higher Rights of Audience Regulations means either the Higher Courts Qualification Regulations 1992, the Higher Courts Qualification Regulations 1998, or the Higher Courts Qualification Regulations 2000, or the Solicitors Higher Rights of Audience Regulations 2010.

principal

(i)

subject to paragraphs (ii) to (iv) means:

(A)

a sole practitioner;

(B)

a partner in a partnership;

(C)

in the case of a recognised body which is an LLP or company, the recognised body itself;

(D)

in the case of a licensed body which is an LLP or company, the licensed body itself;

(E)

the principal solicitor or REL (or any one of them) employed by a non-solicitor employer (for example, in a law centre or in commerce and industry); or

(F)

in relation to any other body, a member of its governing body;

(ii)

in the SRA Authorisation Rules, SRA Practice Framework Rules and SRA Practising Regulations, means a sole practitioner or a partner in a partnership;

(iii)

in the SRA Indemnity Insurance Rules means:

(A)

where the firm is or was:

(I)

a sole practitioner - that practitioner;

(II)

a partnership - each partner;

(III)

a company with a share capital - each director of that company and any person who:

(01)

is held out as a director; or

(02)

beneficially owns the whole or any part of a share in the company; or

(03)

is the ultimate beneficial owner of the whole or any part of a share in the company;

(IV)

a company without a share capital - each director of that company and any person who:

(01)

is held out as a director; or

(02)

is a member of the company; or

(03)

is the ultimate owner of the whole or any part of a body corporate or other legal person which is a member of the company;

(V)

an LLP - each member of that LLP, and any person who is the ultimate owner of the whole or any part of a body corporate or other legal person which is a member of the LLP;

(B)

where a body corporate or other legal person is a partner in the firm, any person who is within paragraph (A)(III) of this definition (including sub-paragraphs (01) and (03) thereof), paragraph (A)(IV) of this definition (including sub-paragraphs (01) and (03) thereof), or paragraph (A)(V) of this definition;

(iv)

in the SRA Indemnity Rules, means:

(A)

a solicitor who is a partner or a sole solicitor within the meaning of section 87 of the SA, or an REL who is a partner, a recognised body or who on or before 31 March 2012 or the date on which an order made pursuant to section 69 of the LSA relating to the status of sole practitioners coming into force, whichever was the latter, was a sole practitioner, or an RFL or non-registered European lawyer who is a partner, and includes any solicitor, REL, RFL or non-registered European lawyer held out as a principal; and

(B)

additionally in relation to a practice carried on by a recognised body or a licensed body alone, or a practice in which a recognised body or a licensed body is or is held out to be a partner:

(I)

a solicitor, REL, RFL or non-registered European lawyer (and in the case of a licensed body any other person) who:

(01)

beneficially owns the whole or any part of a share in such recognised body or licensed body (in each case, where it is a company with a share capital); or

(02)

is a member of such recognised body or licensed body (in each case, where it is a company without a share capital or an LLP or a partnership with legal personality); or

(II)

a solicitor, REL, RFL or non-registered European lawyer (and in the case of a licensed body any other person) who is:

(01)

the ultimate beneficial owner of the whole or any part of a share in such recognised body or licensed body (in each case, where the recognised body or licensed body is a company with a share capital); or

(02)

the ultimate owner of a member or any part of a member of such recognised body or licensed body (in each case, where the recognised body or licensed body is a company without a share capital or an LLP or a partnership with legal personality).

prior practice

means each practice to which the insured firm's practice is ultimately a successor practice by way of one or more mergers, acquisitions, absorptions or other transitions, but does not include any such practice which has elected to be insured under run-off cover in accordance with clause 5.6(a) of the MTC.

private legal practice

means the provision of services in private practice as a solicitor or REL including, without limitation:

(i)

providing such services in England, Wales or anywhere in the world, whether alone or with other lawyers in a partnership permitted to practise in England and Wales by Rule 12 of the Solicitors' Code of Conduct 2007 or by the SRA Practice Framework Rules, a recognised body or a licensed body (in respect of its regulated activities); and

(ii)

the provision of such services as a secondee of the insured firm; and

(iii)

any insured acting as a personal representative, trustee, attorney, notary, insolvency practitioner or in any other role in conjunction with a practice; and

(iv)

the provision of such services by any employee; and

(v)

the provision of such services pro bono publico;

but does not include:

(vi)

practising as an employee of an employer other than a solicitor, an REL, a partnership permitted to practise in England and Wales by Rule 12 of the Solicitors' Code of Conduct 2007 or by the SRA Practice Framework Rules, a recognised body or a licensed body (in respect of its regulated activities); or

(vii)

discharging the functions of any of the following offices or appointments:

(A)

judicial office;

(B)

Under Sheriffs;

(C)

members and clerks of such tribunals, committees, panels and boards as the Council may from time to time designate but including those subject to the Tribunals and Inquiries Act 1992, the Competition Commission, Legal Services Commission Review Panels, Legal Aid Agency Review Panels and Parole Boards;

(D)

Justices' Clerks; or

(E)

Superintendent Registrars and Deputy Superintendent Registrars of Births, Marriages and Deaths and Registrars of Local Crematoria.

private loan

means a loan other than one provided by an institution which provides loans on standard terms in the normal course of its activities.

private practice

(i)

for the purposes of the SRA Indemnity Insurance Rules:

(A)

in relation to a firm which is a licensed body means its regulated activities; and

(B)

subject to paragraph (A) of this definition, in relation to all firms includes without limitation all the professional services provided by the firm including acting as a personal representative, trustee, attorney, notary, insolvency practitioner or in any other role in conjunction with a practice, and includes services provided pro bono publico,

but does not include:

(C)

practice carried on by a solicitor or REL in the course of employment with an employer other than a firm; or

(D)

practice carried on through a non-SRA firm; or

(E)

discharging the functions of any of the following offices or appointments:

(I)

judicial office;

(II)

Under Sheriffs;

(III)

members and clerks of such tribunals, committees, panels and boards as the Council may from time to time designate but including those subject to the Tribunals and Inquiries Act 1992, the Competition Commission, Legal Services Commission Review Panels, Legal Aid Agency Review Panels and Parole Boards;

(IV)

Justices' Clerks;

(V)

Superintendent Registrars and Deputy Superintendent Registrars of Births, Marriages and Deaths and Registrars of Local Crematoria; or

(VI)

such other offices as the Council may from time to time designate;

(F)

practice consisting only of providing professional services without remuneration for friends, relatives, or to companies wholly owned by the solicitor or REL's family, or registered charities; or

(G)

in respect of a sole solicitor or a sole REL, practice consisting only of:

(I)

providing professional services without remuneration for friends, relatives, or to companies wholly owned by the solicitor or REL's family, or registered charities; and/or

(II)

administering oaths and statutory declarations; and/or

(III)

activities which could constitute practice but are done in the course of discharging the functions of any of the offices or appointments listed in paragraphs (E)(I) to (VI) above.

(ii)

for the purposes of the SRA Indemnity Rules "private practice" shall be deemed to include:

(A)

the acceptance and performance of obligations as trustees; and

(B)

notarial practice where a solicitor notary operates such notarial practice in conjunction with a solicitor's practice, whether or not the notarial fees accrue to the benefit of the solicitor's practice;

but does not include:

(C)

practice to the extent that any fees or other income accruing do not accrue to the benefit of the practice carrying on such practice (except as provided by paragraph (B) in this definition);

(D)

practice by a solicitor or REL in the course of his or her employment with an employer other than a solicitor, REL, recognised body, licensed body or partnership such as is referred to in Rule 6.1(d) to 6.1(f); in which connection and for the avoidance of doubt:

(I)

any such solicitor or REL does not carry on private practice when he or she acts in the course of his or her employment for persons other than his or her employer;

(II)

any such solicitor or REL does not carry on private practice merely because he or she uses in the course of his or her employment a style of stationery or description which appears to hold him or her out as a principal or solicitor or foreign lawyer in private practice; or

(III)

any practice carried on by such a solicitor outside the course of his or her employment will constitute private practice;

(E)

discharging the functions of the following offices:

(I)

judicial office;

(II)

Under Sheriffs;

(III)

members and clerks of such tribunals, committees, panels and boards as the Council may from time to time designate but including those subject to the Tribunals and Inquiries Act 1992, the Competition Commission, Legal Services Commission Review Panels and Parole Boards;

(IV)

Justices' Clerks;

(V)

Superintendent Registrars and Deputy Superintendent Registrars of Births, Marriages and Deaths and Registrars of Local Crematoria;

(VI)

such other offices as the Council may from time to time designate.

professional activity

means a professional activity which is regulated by the SRA.

professional contact

means professional contact which is regulated by the SRA.

professional disbursement

means, in respect of those activities for which the practice is regulated by the SRA, the fees of counsel or other lawyer, or of a professional or other agent or expert instructed by you, including the fees of interpreters, translators, process servers, surveyors and estate agents but not travel agents' charges.

professional principles

are as set out in section 1(3) of the LSA:

(i)

that authorised persons should act with independence and integrity;

(ii)

that authorised persons should maintain proper standards of work;

(iii)

that authorised persons should act in the best interests of their clients;

(iv)

that persons who exercise before any court a right of audience, or conduct litigation in relation to proceedings in any court, by virtue of being authorised persons should comply with their duty to the court to act with independence in the interests of justice; and

(v)

that the affairs of clients should be kept confidential,

and in this definition "authorised persons" has the meaning set out in section 18 of the LSA.

professional services

means, for the purposes of the SRA Financial Services (Scope) Rules, services provided by a firm in the course of its practice and which do not constitute carrying on a regulated activity.

prohibited referral fee

means

(i)

a payment prohibited by section 56 of LASPO; or

(ii)

a payment made to or by you which appears to the SRA to be a referral fee for the purposes of section 57(7) of LASPO, unless you show that the payment was made as consideration for the provision of services or for another reason and not as a referral fee.

prohibited separate business activities

means, for the purpose of Chapter 12 of the SRA Code of Conduct:

(i)

the conduct of any matter which could come before a court, whether or not proceedings are started;

(ii)

advocacy before a court;

(iii)

instructing counsel in any part of the UK;

(iv)

immigration work;

(v)

any activity in relation to conveyancing, applications for probate or letters of administration, or drawing trust deeds or court documents, which is reserved to solicitors and others under the LSA;

(vi)

drafting wills;

(vii)

acting as a nominee, trustee or executor in England and Wales, except for the services of a wholly owned nominee company where such services are provided as a subsidiary but necessary part of the work of a separate business providing financial services; and

(viii)

providing legal advice or drafting legal documents not included in (i) to (vii) above where such activity is not provided as a subsidiary but necessary part of some other service which is one of the main services of the separate business.

property

includes an interest in property.

property selling

means things done by any person in the course of a business (including a business in which they are employed) pursuant to instructions received from another person (in this definition referred to as the "client") who wishes to dispose of or acquire an interest in land:

(i)

for the purpose of, or with a view to, effecting the introduction to the client of a third person who wishes to acquire or, as the case may be, dispose of such an interest; and

(ii)

after such an introduction has been effected in the course of that business, for the purpose of securing the disposal or, as the case may be, the acquisition of that interest.

provisional accreditation

means accreditation to conduct criminal advocacy under the SRA QASA Regulations but which requires further steps to be taken to obtain full accreditation, and references to "provisionally accredited" should be construed accordingly.

PSC

means the Professional Skills Course, namely, a course normally completed during the training contract, building upon the LPC, providing training in Financial and Business Skills, Advocacy and Communication Skills, and Client Care and Professional Standards. Satisfactory completion of the PSC is recognised by us as satisfying, in part, the vocational stage of training.

PSC provider 

means an organisation authorised by us to provide the PSC under the SRA Training Regulations Part 2 - Training Provider Regulations.

PSC Standards

means the standards which set out the content of, and level of achievement required from individuals studying, the PSC.

publicity

includes all promotional material and activity, including the name or description of your firm, stationery, advertisements, brochures, websites, directory entries, media appearances, promotional press releases, and direct approaches to potential clients and other persons, whether conducted in person, in writing, or in electronic form, but does not include press releases prepared on behalf of a client.

pure protection contract

means:

(i)

a long-term insurance contract:

(A)

under which the benefits are payable only in respect of death or of incapacity due to injury, sickness or infirmity;

(B)

which has no surrender value or the consideration consists of a single premium and the surrender value does not exceed that premium; and

(C)

which makes no provision for its conversion or extension in a manner which would result in its ceasing to comply with (A) or (B); or

(ii)

a reinsurance contract covering all or part of a risk to which a person is exposed under a long-term insurance contract.

QASA

means the Quality Assurance Scheme for Advocates (Crime) developed by the Joint Advocacy Group and described in full in the QASA Handbook published from time to time and available at: http://www.sra.org.uk.

QLD

means a qualifying law degree, namely, a degree or qualification awarded by a body approved by the JASB for the purposes of completing the academic stage of training, following a course of study which includes:

(i)

the study of the foundations of legal knowledge; and

(ii)

the passing of appropriate assessments set in those foundations.

QLTR

means the Qualified Lawyers Transfer Regulations 1990 and 2009.

QLTR certificate of eligibility

means a certificate issued under the QLTR.

QLTSR

means the SRA Qualified Lawyers Transfer Scheme Regulations 2010 and 2011.

QLTT

means the Qualified Lawyers Transfer Test, namely, the test which some lawyers are required to pass under the QLTR.

QLTS assessments

means the suite of assessments approved by us and provided by the assessment organisation.

QLTS certificate of eligibility

means a certificate of eligibility to take the QLTS assessments under the QLTSR, or an authorisation under the QLTSR to apply for admission as a solicitor without taking any of the QLTS assessments.

qualified lawyer

means either:

(i)

a lawyer whose qualification we have determined:

(A)

gives the lawyer rights of audience;

(B)

makes the lawyer an officer of the court in the recognised jurisdiction; and

(C)

has been awarded as a result of a generalist (non-specialist) legal education and training; or

(ii)

any other lawyer to whom we determine Directive 2005/36/EC on the recognition of professional qualifications applies.

qualified to supervise

means a person complying with the requirements of Rule 12.2 of the SRA Practice Framework Rules...

qualifying employment

in the SRA Training Regulations Part 1 - Qualification Regulations means employment to do legal duties under the supervision of a solicitor.

qualifying insurance

means a single policy which includes the MTC, or more than one policy which, taken together, include the MTC, and each of which includes the MTC except only in relation to the sum insured.

re-accreditation

means the process by which a solicitor or an REL demonstrates their competence and renews their accreditation under the SRA QASA Regulations at their existing level for a further five years.

recognised body

means a body recognised by the SRA under section 9 of the AJA.

recognised jurisdiction

means a jurisdiction where we have determined that:

(i)

to become a qualified lawyer applicants have completed specific education and training at a level that is at least equivalent to that of an English/Welsh H-Level (e.g. Bachelor's) degree;

(ii)

members of the qualified lawyer's profession are bound by an ethical code that requires them to act without conflicts of interest and to respect their client's interests and confidentiality; and

(iii)

members of the qualified lawyer's profession are subject to disciplinary sanctions for breach of their ethical code, including the removal of the right to practise, and

all European jurisdictions to which Directive 2005/36/EC on the recognition of professional qualifications apply are "recognised jurisdictions" for the purposes of the QLTSR.

recognised sole practitioner

means a solicitor or REL authorised by the SRA under section 1B of the SA to practise as a sole practitioner.

recognised training

means training required under SRA Training Regulations Regulation 5.1, and "period of recognised training" and "recognise training" should be construed accordingly.

reconciled accounts

means that all elements of the accounting records of an intervened practitioner's practice are consistent with each other.

reconciled list

means a list of beneficial entitlements to statutory trust monies created from a set of reconciled accounts.

record of training

means a record created and maintained by a trainee , which contains details of the work he or she has performed, how the trainee has acquired, applied and developed his or her skills by reference to the Practice Skills Standards and the Principles , and the trainee's reflections on his or her performance and development plans, and is verified by the individual(s) supervising the trainee .

referral

includes any situation in which another person, business or organisation introduces or refers a client to your business, recommends your business to a client or otherwise puts you and a client in touch with each other.

register of European lawyers

means the register of European lawyers maintained by the SRA under regulation 15 of the European Communities (Lawyer's Practice) Regulations 2000 (SI 2000/1119).

register of foreign lawyers

means the register of foreign lawyers maintained by the SRA under the Courts and Legal Services Act 1990.

regular payment

has the meaning given in Rule 19 of the SRA Accounts Rules.

Regulated Activities Order

means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.

regulated activity

means:

(i)

subject to sub-paragraph (ii) below:

(A)

any reserved legal activity;

(B)

any other legal activity; and

(C)

any other activity in respect of which a licensed body is regulated pursuant to Part 5 of the LSA; and

(ii)

in the SRA Financial Services (Scope) Rules, an activity which is specified in the Regulated Activities Order.

regulated collective investment scheme

means:

(i)

an investment company with variable capital;

(ii)

an authorised unit trust scheme as defined in section 237(3) of FSMA; or

(iii)

a scheme recognised under sections 264, 270 or 272 of FSMA.

regulated home purchase plan

has the meaning given by article 63F(3) of the Regulated Activities Order.

regulated home reversion plan

has the meaning given by article 63B(3) of the Regulated Activities Order.

regulated individual

means:

(i)

a solicitor;

(ii)

an REL; and

(iii)

a manager, member or owner of an overseas practice.

regulated mortgage contract

has the meaning given by article 61(3) of the Regulated Activities Order.

regulated person

(i)

in the SRA Indemnity Rules has the meaning given in section 21 of the LSA;

(ii)

means, in the SRA Disciplinary Procedure Rules:

(A)

a solicitor;

(B)

an REL;

(C)

an RFL;

(D)

a recognised body;

(E)

a manager of a recognised body;

(F)

a licensed body;

(G)

a manager of a licensed body;

(H)

an employee of a recognised body, a licensed body, a solicitor, or an REL; or

(I)

to the extent permitted by law, any person who has previously held a position or role described in (A) to (H) above;

(iii)

for the purposes of the SRA Cost of Investigations Regulations means the persons at paragraph (ii) (A) to (I) above and also includes a person who has an interest in a licensed body and, to the extent permitted by law, any person who has previously held an interest in a licensed body.

regulated sale and rent back agreement

has the meaning given by article 63J(3) of the Regulated Activities Order.

regulatory arrangements

has the meaning given to it by section 21 of the LSA, and includes all rules and regulations of the SRA in relation to the authorisation, practice, conduct, discipline and qualification of persons carrying on legal activities and the accounts rules and indemnification and compensation arrangements in relation to their practice.

regulatory objectives

has the meaning given to it by section 1 of the LSA and includes the objectives of protecting and promoting the public interest, supporting the constitutional principle of the rule of law, improving access to justice, protecting and promoting the interests of consumers, promoting competition in the provision of legal activities by authorised persons, encouraging an independent, strong, diverse and effective legal profession, increasing public understanding of the citizen's legal rights and duties, and promoting and maintaining adherence to the professional principles.

reinsurance contract

means a contract of insurance covering all or part of a risk to which a person is exposed under a contract of insurance.

REL

means registered European lawyer, namely, an individual registered with the SRA under regulation 17 of the European Communities (Lawyer's Practice) Regulations 2000 (SI 2000/ no.1119).

REL-controlled body

means an authorised body in which RELs, or RELs together with lawyers of England and Wales and/or European lawyers registered with the BSB, constitute the national group of lawyers with the largest (or equal largest) share of control of the body, either as individual managers (overseas) or by their share in the control of bodies which are managers (overseas), and for this purpose RELs and European lawyers registered with the BSB belong to the national group of England and Wales.

related authorised body

means an authorised body or recognised sole practitioner's firm which has a manager, owner or sole practitioner in common with another authorised body or recognised sole practitioner's firm.

related body

in relation to in-house practice means a body standing in relation to your employer as specified in Rule 4.7(a) to (d) or 4.15(c) of the SRA Practice Framework Rules.

relevant claim

means a claim made on or after 1 September 2000 against a relevant successor practice.

relevant indemnity period

in relation to contributions or indemnity means that indemnity period in respect of which such contributions are payable or such indemnity is to be provided in accordance with the SRA Indemnity Rules.

relevant insolvency event

occurs in relation to a body if:

(i)

a resolution for a voluntary winding up of the body is passed without a declaration of solvency under section 89 of the Insolvency Act 1986;

(ii)

the body enters administration within the meaning of paragraph 1(2)(b) of Schedule B1 to that Act;

(iii)

an administrative receiver within the meaning of section 251 of that Act is appointed;

(iv)

a meeting of creditors is held in relation to the body under section 95 of that Act (creditors' meeting which has the effect of converting a members' voluntary winding up into a creditors' voluntary winding up);

(v)

an order for the winding up of the body is made;

(vi)

all of the managers in a body which is unincorporated have been adjudicated bankrupt; or

(vii)

the body is an overseas company or a societas Europaea registered outside England, Wales, Scotland and Northern Ireland and the body is subject to an event in its country of incorporation analogous to an event as set out in paragraphs (i) to (vi) above.

relevant licensed body

means a licensed body other than:

(i)

an unlimited company, or an overseas company whose members' liability for the company's debts is not limited by its constitution or by the law of its country of incorporation; or

(ii)

a nominee company only, holding assets for clients of another practice; and

(A)

it can act only as agent for the other practice; and

(B)

all the individuals who are principals of the licensed body are also principals of the other practice; and

(C)

any fee or other income arising out of the licensed body accrues to the benefit of the other practice; or

(iii)

a partnership in which none of the partners is a limited company, an LLP or a legal person whose members have limited liability.

relevant recognised body

means a recognised body other than:

(i)

an unlimited company, or an overseas company whose members' liability for the company's debts is not limited by its constitution or by the law of its country of incorporation; or

(ii)

a nominee company only, holding assets for clients of another practice; and

(A)

it can act only as agent for the other practice; and

(B)

all the individuals who are principals of the recognised body are also principals of the other practice; and

(C)

any fee or other income arising out of the recognised body accrues to the benefit of the other practice; or

(iii)

a partnership in which none of the partners is a limited company, an LLP or a legal person whose members have limited liability; or

(iv)

a sole practitioner that is a recognised body.

relevant successor practice

means in respect of a previous practice, a successor practice or a "successor practice" (as defined in Appendix 1 to the SIIR) (as may be applicable) against which a relevant claim is made.

relevant work-based experience

means experience which an authorised training provider may recognise as satisfying up to six months of the period of recognised training , and which:

(i)

has been gained in the preceding three years;

(ii)

was in English and Welsh law and practice and in one or more areas of law;

(iii)

enabled the acquisition of one or more of the Practice Skills Standards and/or the Principles ; and

(iv)

was adequately supervised and appraised.

representative

in the SRA Compensation Fund Rules, means the personal representative of a deceased defaulting practitioner; the trustee of a bankrupt defaulting practitioner; the administrator of an insolvent defaulting practitioner, or other duly appointed representative of a defaulting practitioner.

reserved legal activity

has the meaning given in section 12 of the LSA, and includes the exercise of a right of audience, the conduct of litigation, reserved instrument activities, probate activities, notarial activities and the administration of oaths, as defined in Schedule 2 to the LSA.

reserved work

means activities which persons are authorised by the SRA to carry out, or prohibited from carrying out, under the SRA Practice Framework Rules.

responsible authorised body

in respect of an overseas practice means the authorised body or recognised sole practitioner referred to in whichever of paragraph (i)(A) to (F) of the definition of "overseas practice" is applicable to that practice.

retail investment product

has the meaning given in the Financial Conduct Authority Handbook.

reversion seller

has the meaning given by article 63B(3) of the Regulated Activities Order.

revocation

in relation to a practising certificate or registration under the SRA Practising Regulations includes withdrawal of a practising certificate or registration for the purposes of the SA and cancellation of registration for the purposes of Schedule 14 to the Courts and Legal Services Act 1990.

RFL

means registered foreign lawyer, namely, an individual registered with the SRA under section 89 of the Courts and Legal Services Act 1990.

run-off firm

means a firm or former firm which has ceased to practise in circumstances where, in accordance with paragraph 5.1 of the MTC, run-off cover is not required to be provided by any participating insurer.

SA

means the Solicitors Act 1974.

satisfactory completion

of a course or courses means:

passing all the examinations and assessments required; and/or

where appropriate having part or parts awarded through condonation, deemed pass, or exemption;

in order to graduate from or pass an assessable course of study, and being awarded a certificate from the course provider confirming this; and "satisfactorily completed" should be construed accordingly.

seats

means an arrangement where a trainee works in different departments of, or in different roles within, a training establishment in order to gain exposure to different areas of law.

secondment

means the temporary transfer of a trainee to an organisation other than his or her authorised training provider , the authorised training provider remaining responsible for ensuring that the requirements of the SRA Training Regulations are met.

means an arrangement between a training establishment and another organisation for a part of the period of a training contract.

section 43 investigation

means an investigation by the SRA as to whether there are grounds for the SRA:

(i)

to make an order under section 43(2) of the SA; or

(ii)

to make an application to the Tribunal for it to make such an order.

security

has the meaning given by article 3(1) of the Regulated Activities Order but does not include an investment which falls within the definition of a packaged product.

separate business

means a business, wherever situated, which is not an authorised body, a recognised sole practitioner, an authorised non-SRA firm, or an overseas practice, or comprises in-house practice or practice overseas which is permitted by the SRA Practice Framework Rules.

separate designated client account

has the meaning given in Rule 13.5(a) of the SRA Accounts Rules.

separate practice

means:

(i)

a practice in which the number and identity of the principals is not the same as the number and identity of the principals in any other practice. When the same principals in number and identity carry on practice under more than one name or style, there is only one practice;

(ii)

in the case of a practice of which more than 25% of the principals are foreign lawyers, any overseas offices shall be deemed to form a separate practice from the offices in England and Wales;

(iii)

in the case of an overseas office of a practice, the fact that a principal or a limited number of principals represent all the principals in the practice on a local basis shall not of itself cause that overseas office to be a separate practice provided that any fee or other income arising out of that office accrues to the benefit of the practice; and

(iv)

in the case of a recognised body or licensed body the fact that all of the shares in the recognised body or licensed body (as the case may be) are beneficially owned by only some of the principals in another practice, shall not, of itself, cause such a recognised body or licensed body (as the case may be) to be a separate practice provided that any fee or other income arising out of the recognised body or licensed body accrues to the benefit of that other practice.

shareowner

means:

(i)

a member of a company with a share capital, who owns a share in the body; or

(ii)

a person who is not a member of a company with a share capital, but owns a share in the body, which is held by a member as nominee.

SIF

means the Solicitors Indemnity Fund.

SIIR

means the Solicitors' Indemnity Insurance Rules 2000 to 2010, the SRA Indemnity Insurance Rules 2011 to 2012 or the SRA Indemnity Insurance Rules or any rules subsequent thereto.

societas Europaea

means a European public limited liability company within the meaning of Article 1 of Council Regulation 2157/2001/EC.

Society

means the Law Society, in accordance with section 87 of the SA.

sole practitioner

means a solicitor or an REL practising as a sole principal and does not include a solicitor or an REL practising in-house, save for the purposes of the SRA Accounts Rules, the SRA Indemnity Insurance Rules where references to "practising" are to be given their natural meaning.

solicitor

means a person who has been admitted as a solicitor of the Senior Courts of England and Wales and whose name is on the roll kept by the Society under section 6 of the SA, save that in the SRA Indemnity Insurance Rules includes a person who practises as a solicitor whether or not he or she has in force a practising certificate, and also includes practice under home title of a former REL who has become a solicitor.

SRA

means the Solicitors Regulation Authority, and reference to the SRA as an approved regulator or licensing authority means the SRA carrying out regulatory functions assigned to the Society as an approved regulator or licensing authority.

SRA Accounts Rules

means the SRA Accounts Rules 2011.

SRA Admission Regulations

means the SRA Admission Regulations 2011.

SRA Authorisation Rules

means the SRA Authorisation Rules for Legal Services Bodies and Licensable Bodies 2011.

SRA Code of Conduct

means the SRA Code of Conduct 2011.

SRA Compensation Fund Rules

means the SRA Compensation Fund Rules 2011.

SRA Cost of Investigations Regulations

means the SRA Cost of Investigations Regulations 2011.

SRA Disciplinary Procedure Rules

means the SRA Disciplinary Procedure Rules 2011.

SRA European Cross-border Practice Rules

means the SRA European Cross-border Practice Rules 2011.

SRA Financial Services (Scope) Rules

means the SRA Financial Services (Scope) Rules 2001.

SRA finding

means:

(i)

for the purposes of the SRA Disciplinary Procedure Rules, a decision that the SRA is satisfied:

(A)

that a regulated person (which for the avoidance of doubt, shall include a solicitor) has failed to comply with a requirement imposed by or made under the SA, the AJA or the LSA;

(B)

in relation to a solicitor, that there has been professional misconduct; or

(C)

that a HOLP, HOFA, manager, employee, person who has an interest in a licensed body, or any other person has (intentionally or through neglect) caused or substantially contributed to a significant breach of the terms of the licensed body's licence, or has failed to comply with duties imposed by section 90, 91, 92 or 176 of the LSA as appropriate,

and for the avoidance of doubt does not include:

(D)

investigatory decisions such as to require the production of information or documents;

(E)

directions as to the provision or obtaining of further information or explanation;

(F)

decisions to stay or adjourn;

(G)

authorisation of the making of an application to the Tribunal;

(H)

authorisation of an intervention pursuant to the SA, the AJA, the Courts and Legal Services Act 1990 or Schedule 14 to the LSA;

(I)

a letter of advice from the SRA;

and

(ii)

for the purposes of the SRA Cost of Investigations Regulations, a decision that the SRA is satisfied:

(A)

that a regulated person has failed to comply with a requirement imposed by or made under the SA, the AJA or the LSA;

(B)

in relation to a solicitor, that there has been professional misconduct.

SRA Handbook

means the handbook published from time to time by the SRA and containing its regulatory arrangements.

SRA Handbook Glossary

means the SRA Handbook Glossary 2012, and references to the "Glossary" shall be interpreted accordingly.

SRA Higher Rights of Audience Regulations

means the SRA Higher Rights of Audience Regulations 2011.

SRA Indemnity Insurance Rules

means the SRA Indemnity Insurance Rules 2013.

SRA Indemnity Rules

means the SRA Indemnity Rules 2012.

SRA Insolvency Practice Rules

means the SRA Insolvency Practice Rules 2012.

SRA Overseas Rules

means the SRA Overseas Rules 2013.

SRA Practice Framework Rules

means the SRA Practice Framework Rules 2011.

SRA Practising Regulations

means the SRA Practising Regulations 2011.

SRA Principles

means the SRA Principles in the SRA Handbook and "Principles" shall be interpreted accordingly.

SRA QASA Regulations

means the SRA Quality Assurance Scheme for Advocates (Crime) Regulations 2013.

SRA Quality Assurance Scheme for Advocates (Crime) Notification Regulations

means the SRA Quality Assurance Scheme for Advocates (Crime) Notification Regulations 2012.

SRA Statutory Trust Rules

means the SRA Intervention Powers (Statutory Trust) Rules 2011.

SRA Suitability Test

means the SRA Suitability Test 2011.

SRA Training Regulations

means the SRA Training Regulations 20142011.

stakeholder pension scheme

means a scheme established in accordance with Part I of the Welfare and Pensions Reform Act 1999 and the Stakeholder Pension Scheme Regulations 2000.

statement of standards

means the "statement of standards for solicitor higher court advocates" issued by us.

statutory trust

means the trust created by Schedule 1 of the SA, or Schedule 14 of the LSA, over monies vesting in the Society following an intervention.

statutory trust account

means an account in which statutory trust monies are held by the Society.

statutory trust monies

means the monies vested in the Society under the statutory trust.

statutory undertakers

means:

(i)

any persons authorised by any enactment to carry on any railway, light railway, tramway, road transport, water transport, canal, inland navigation, dock, harbour, pier or lighthouse undertaking or any undertaking for the supply of hydraulic power; and

(ii)

any licence holder within the meaning of the Electricity Act 1989, any public gas supplier, any water or sewerage undertaker, the Environment Agency, any public telecommunications operator, the Post Office, the Civil Aviation Authority and any relevant airport operator within the meaning of Part V of the Airports Act 1986.

student enrolment

means the process where we satisfy ourselves that a student who intends to proceed to the vocational stage of training has satisfactorily completed the academic stage of training and is of the appropriate character and suitability; and "enrolment" should be construed accordingly.

subsidiary company

has the meaning given in the Companies Act 2006.

substantially common interest

for the purposes of Chapter 3 of the SRA Code of Conduct, means a situation where there is a clear common purpose in relation to any matter or a particular aspect of it between the clients and a strong consensus on how it is to be achieved and the client conflict is peripheral to this common purpose.

successor practice

(i)

means a practice identified in this definition as 'B', where:

(A)

'A' is the practice to which B succeeds; and

(B)

'A's owner' is the owner of A immediately prior to transition; and

(C)

'B's owner' is the owner of B immediately following transition; and

(D)

'transition' means merger, acquisition, absorption or other transition which results in A no longer being carried on as a discrete legal practice.

(ii)

B is a successor practice to A where:

(A)

B is or was held out, expressly or by implication, by B's owner as being the successor of A or as incorporating A, whether such holding out is contained in notepaper, business cards, form of electronic communications, publications, promotional material or otherwise, or is contained in any statement or declaration by B's owner to any regulatory or taxation authority; and/or

(B)

(where A's owner was a sole practitioner and the transition occurred on or before 31 August 2000) - the sole practitioner is a principal of B's owner; and/or

(C)

(where A's owner was a sole practitioner and the transition occurred on or after 1 September 2000) - the sole practitioner is a principal or employee of B's owner; and/or

(D)

(where A's owner was a recognised body or a licensed body (in respect of its regulated activities)) - that body is a principal of B's owner; and/or

(E)

(where A's owner was a partnership) - the majority of the principals of A's owner have become principals of B's owner; and/or

(F)

(where A's owner was a partnership and the majority of principals of A's owner did not become principals of the owner of another legal practice as a result of the transition) - one or more of the principals of A's owner have become principals of B's owner and:

(I)

B is carried on under the same name as A or a name which substantially incorporates the name of A (or a substantial part of the name of A); and/or

(II)

B is carried on from the same premises as A; and/or

(III)

the owner of B acquired the goodwill and/or assets of A; and/or

(IV)

the owner of B assumed the liabilities of A; and/or

(V)

the majority of staff employed by A's owner became employees of B's owner.

(iii)

Notwithstanding the foregoing, B is not a successor practice to A under paragraph (ii) (B), (C), (D), (E) or (F) if another practice is or was held out by the owner of that other practice as the successor of A or as incorporating A, provided that there is insurance complying with the MTC in relation to that other practice.

sum insured

means the aggregate limit of liability of each insurer under the insurance.

supplementary run-off cover

means run-off cover provided by the Solicitors Indemnity Fund following the expiry of run-off cover provided to a firm in accordance with the SRA Indemnity Insurance Rules or otherwise under a policy (but subject to compliance with the MTC).

take a trainee

means the entering into a training contract with an individual by a training establishment, and "take trainees" and "taking trainees" should be construed accordingly.

temporary practice overseas

means the situation where:

(i)

a solicitor is practising but not established overseas; or

(ii)

an REL is practising from an office in Scotland or Northern Ireland,

but the solicitor or REL is not practising overseas.

trainee solicitor

means any person receiving recognisedworkplace training with the express purpose of qualification as a solicitor, at an authorised training providerestablishment, under a training contract, and "trainee" should be construed accordingly.

training principal

training contract consortium

means an arrangement between more than one employer, one of which is authorised to take trainees, to provide a training contract (referred to in the SRA Training Regulations Part 2 - Training Provider Regulations to oversee recognisedas a modular training contract).

training contract record

means an adequate record maintained by a trainee recording the experience that the trainee is getting and the skills that the trainee is developing within thata training contract.

training establishment

means an organisation, body, firm, company, in-house practice or individual authorised by us under the SRA Training Regulations Part 2 - Trainer Provider Regulations to take and train a trainee solicitor.

training principal

means any solicitor who:

holds a current practising certificate;

has held immediately prior to a current practising certificate four consecutive practising certificates;

is nominated by a training establishment as such;

is a partner, manager, director, owner, or has equivalent seniority and/or managerial status; and

has undertaken such training as we may prescribe;

and for the purposes of (ii) above a solicitor who has been an REL for a continuous period before their admission as a solicitor can use each complete year of registration as the equivalent of having held one practising certificate. A Government Legal Service solicitor with appropriate seniority, experience and training will be exempt from the practising certificate requirements for training principals.

transaction

in the SRA Financial Services (Scope) Rules means the purchase, sale, subscription or underwriting of a particular investment.

Tribunal

means the Solicitors Disciplinary Tribunal which is an independent statutory tribunal constituted under section 46 of the SA but references to the Tribunal do not include the Tribunal when it is performing any function as an appellate body.

trustee

includes a personal representative, and "trust" includes the duties of a personal representative.

UK

means United Kingdom.

UK qualified lawyer

in the QLTSR, means solicitors and barristers qualified in Northern Ireland, solicitors and advocates qualified in Scotland and barristers qualified in England and Wales.

unadmitted person

means a person who:

(i)

has requested us to assess holds a character and suitability issuecurrent certificate of enrolment;

(i)

is serving under regulation 6a training contract; or

(i)

has completed any part or all of the vocational stage of training, in accordance with regulations 16 to 32 of the SRA Training Regulations 2014 -Part 1 - Qualification and Provider Regulations; but does not hold a current certificate of enrolment,

(ii)

has commenced a period of recognised training under regulation 5 of the SRA Training Regulations 2014 - Qualification and Provider Regulations;

(iii)

is seeking to establish eligibility to apply for admission under regulation 2 of the QLTSR ; or

(iv)

is seeking admission pursuant to Directive 2005/36/EC;

but who has not been admitted as a solicitor, and "unadmitted persons" should be construed accordingly.

undertaking

means a statement, given orally or in writing, whether or not it includes the word "undertake" or "undertaking", made by or on behalf of you or your firm, in the course of practice, or by you outside the course of practice but as a solicitor or REL, to someone who reasonably places reliance on it, that you or your firm will do something or cause something to be done, or refrain from doing something.

us

means the SRA, and "our" and "ourselves" should be construed accordingly.

vocational stage of training

means:

(i)

that stage of the LPC;

(ii)

a required period of recognised training ; and of an entrant to the solicitors' profession which is completed by:

(iii)

the PSC .

satisfactory completion of an LPC, an exempting law degree or integrated course; and

subject to regulations 31, 32 and 33 of the SRA Training Regulations Part 1 - Qualification Regulations, serving under a training contract; and

satisfactory completion of a PSC and such other course or courses as we may from time to time prescribe.

Voluntary Code of Good Practice

means a code agreed by the Association of Graduate Careers Advisory Services, the Association of Graduate Recruiters, the Junior Lawyers Division and us to assist all concerned with the recruitment of law degree students and non-law degree students as trainee solicitors.

voting rights

in a body includes the right to vote in a partners', members', directors' or shareholders' meeting, or otherwise in relation to the body, and "control the exercise of voting rights" shall be interpreted as including de facto as well as legal control over such rights.

we

means the SRA, and "our" and "ourselves" should be construed accordingly.

without delay

means, in normal circumstances, either on the day of receipt or on the next working day.

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you

means:

(i)

for the purposes of the SRA Training Regulations Part 1 any person intending to be a solicitor, other than those seeking admission under the QLTSR;

(ii)

for the purposes of the SRA Training Regulations 2011 Part 3 a solicitor or an REL;

(iii)

for the purposes of the SRA Admission Regulations any person intending to be a solicitor;

(iv)

for the purpose of the QLTSR a person seeking admission as a solicitor via transfer in accordance with those regulations;

(v)

for the purpose of the SRA Suitability Test any individual intending to be a solicitor, and any person seeking authorisation as an authorised role holder under the SRA Authorisation Rules;

(vi)

for the purposes of the SRA Accounts Rules (save for Part 7 (Overseas practice)):

(A)

a solicitor; or

(B)

an REL;

in either case who is:

(I)

a sole practitioner;

(II)

a partner in a partnership which is a recognised body, licensed body or authorised non-SRA firm, or in a partnership which should be a recognised body but has not been recognised by the SRA;

(III)

an assistant, associate, professional support lawyer, consultant, locum or person otherwise employed in the practice of a recognised body, licensed body, recognised sole practitioner or authorised non-SRA firm; or of a partnership which should be a recognised body but has not been recognised by the SRA, or of a sole practitioner who should be a recognised sole practitioner but has not been authorised by the SRA; and "employed" in this context shall be interpreted in accordance with the definition of "employee" for the purposes of the SRA Code of Conduct;

(IV)

employed as an in-house lawyer by a non-solicitor employer (for example, in a law centre or in commerce and industry);

(V)

a director of a company which is a recognised body, licensed body or authorised non-SRA firm, or of a company which is a manager of a recognised body, licensed body or authorised non-SRA firm;

(VI)

a member of an LLP which is a recognised body, licensed body or authorised non-SRA firm, or of an LLP which is a manager of a recognised body, licensed body or authorised non-SRA firm; or

(VII)

a partner in a partnership with separate legal personality which is a manager of a recognised body, licensed body or authorised non-SRA firm;

(C)

an RFL practising:

(I)

as a partner in a partnership which is a recognised body, licensed body or authorised non-SRA firm, or in a partnership which should be a recognised body but has not been recognised by the SRA;

(II)

as the director of a company which is a recognised body, licensed body or authorised non-SRA firm, or as the director of a company which is a manager of a recognised body, licensed body or authorised non-SRA firm;

(III)

as a member of an LLP which is a recognised body, licensed body or authorised non-SRA firm, or as a member of an LLP which is a manager of a recognised body, licensed body or authorised non-SRA firm;

(IV)

as a partner in a partnership with separate legal personality which is a manager of a recognised body, licensed body or authorised non-SRA firm;

(V)

as an employee of a recognised body, licensed body or recognised sole practitioner; or

(VI)

as an employee of a partnership which should be a recognised body but has not been authorised by the SRA, or of a sole practitioner who should be a recognised sole practitioner but has not been authorised by the SRA;

(D)

a recognised body;

(E)

a licensed body;

(F)

a manager or employee of a recognised body or licensed body, or of a partnership which should be a recognised body but has not been authorised by the SRA; or

(G)

an employee of a recognised sole practitioner, or of a sole practitioner who should be a recognised sole practitioner but has not been authorised by the SRA;

(vii)

for the purposes of the SRA Higher Rights of Audience Regulations means a solicitor or an REL;

(viii)

for the purposes of the SRA Insolvency Practice Rules means a solicitor or an REL;

(ix)

for the purposes of the SRA Quality Assurance Scheme for Advocates (Crime) Notification Regulations means a solicitor or an REL; and

(x)

for the purposes of the SRA QASA Regulations means a solicitor or an REL;

and references to "your" and "yourself" should be construed accordingly.

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Rule 3: General Interpretation

3.1

Unless the context otherwise requires:

(a)

the singular includes the plural and vice versa;

(b)

words importing the masculine gender include the feminine and vice versa and references to the masculine or feminine include the neuter;

(c)

the word "body" includes a sole practitioner, and a special body within the meaning of section 106 of the LSA;

(d)

any explanatory notes, guidance notes and/or commentary are for the purposes of guidance only;

(e)

any headings are for ease of reference only;

(f)

any appendices to the provisions within the SRA Handbook will form part of the SRA Handbook;

(g)

"in writing" includes any form of written electronic communication normally used for business purposes, such as emails;

(h)

references to certificates, letters or other forms of written communication include references to those in both electronic and hard copy format; and

(i)

a reference to any statute, statutory provision, code or regulation includes any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) made under it.