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STANDARD TERMS OF BUSINESS

The standard terms of business set out in this document as supplemented and/or amended by the attached letter of engagement (together, the “Terms”), apply to the Services that we undertake for you as part of this engagement.  In the event of any conflict between this document and the attached letter of engagement, the letter of engagement shall prevail.

The expressions “we”, “us” and “our” mean or refer to the “Company” as defined in the attached letter of engagement.

The expressions “you” and “your” refer to our client as identified in the attached letter of engagement.

The expression “engagement” means the specific work and Services you ask us to provide (whether in the attached letter of engagement or otherwise). The terms which have been defined in the attached letter of engagement shall have the same meanings in these standard terms of business.

  1. SERVICES

    1. We will provide the Services in accordance with these Terms for the duration of the Contract Period.
    2. In consideration of the payment by you of the Fees, we will provide the Services with reasonable care and skill and in accordance with the Frequency of Services (if any) set out in the attached letter of engagement.  However, we will not be responsible for any losses, liabilities, costs, penalties or surcharges arising from the supply by you or others of incorrect or incomplete information, or from the failure by you or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us.
    3. We aim to ensure that you receive the highest possible quality of service at all times.  If, at any time, you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by telephoning or writing to Tom Will at The Coach House, Welbeck House, Welbeck, Brooke, Norwich, NR15 1AT.
  2. YOUR OBLIGATIONS

    1. You will:

      1. co-operate with us in all matters relating to the Services;
      2. provide us (and our agents, subcontractors, consultants and employees, where applicable) in a timely manner with access to your premises, office accommodation, land and any other facilities as reasonably required by us to provide the Services; and
      3. inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at your premises.
  3. CONFLICTS OF INTEREST AND CONFIDENTIALITY

    1. You agree that we reserve the right to act during this engagement for other clients, including those with whom you may compete, provided that this does not place us in a direct conflict of interest and subject always to the following paragraph.
    2. We confirm that where you give us confidential information (“Confidential Information”), we shall at all times keep it confidential and not disclose it to any third party (other than to the extent strictly necessary for the provision of the Services), except as required by law or any regulatory or government body or except if the information is, at the date of the engagement, or subsequently comes into, the public domain, otherwise than by reason of a breach of these Terms by us (if we are the party making such disclosure) or you (if you are making such disclosure).  We agree to use such Confidential Information for the sole purpose of providing the Services in connection with the engagement.
  4. INTELLECTUAL PROPERTY

    All Intellectual Property rights in any material prepared by or supplied by us in connection with the provision of the Services shall remain our property.
  5. COMMUNICATIONS

    1. The advice which we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it.
    2. E-mail may be used to enable us to communicate with you.  As with any other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery.  You should check with the intended recipient that important or urgent e-mails have been received.  It is the responsibility of the recipient to carry out a virus check on any attachments received.  We will not be responsible for the effect on any hardware or software (or any loss or damage arising from any such effect) of any e-mails or attachment which may be transmitted by us (except where this is caused by our negligence or wilful default).
    3. As internet communications are capable of data corruption, we do not accept any responsibility for changes made to such communications after their despatch.  All risks connected with sending commercially-sensitive information relating to your business are borne by you.  If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.  We will not be responsible for any loss or damage arising from the unauthorised interception, re-direction, copying or reading of e-mails, including any attachments.
  6. STAFF

    1. We will work on this engagement on the mutual understanding that neither you nor we will, without the prior written consent of the other, either on each of our own account or in partnership or association with any person, firm, company, organisation or otherwise, and whether directly or indirectly, during this engagement or for a period of twelve months from the end of this engagement, solicit or entice away any member of the other’s staff who has been involved in this engagement (a “Restricted Employee”).
    2. In the event that either you or we, either on each of our own account or in partnership or association with any person, firm, company, organisation or otherwise, and whether directly or indirectly, employ a Restricted Employee in breach of the paragraph above, then, by way of a genuine pre-estimate of the other’s loss, such employing party shall forthwith pay to the other a sum equal to 20 per cent of such employee’s annual salary on appointment (including any guaranteed bonuses or overtime) plus VAT if applicable.
  7. EXCLUSIONS AND LIMITATIONS OF LIABILITY

    1. If we are prevented by circumstances beyond our reasonable control from providing the Services we have undertaken to perform for you, we will immediately notify you of the nature and extent of such circumstances. If, as a result of those circumstances, we are unable to meet any deadline or complete the Services by any estimated date of completion or at all:

      1. any such failure on our part will not constitute a breach of the agreement between us;
      2. we will not be liable to you for any such failure to the extent that it is attributable to any such circumstances notified to you; and
      3. any estimated date for completion of the Services will be extended accordingly.
    2. We shall not be responsible for any failure to provide services which fall outside the scope of this engagement.
    3. We shall not be liable for:

      1. any indirect or consequential loss or damage; or
      2. any loss of profit or income

        arising in any circumstances whatsoever, whether in contract, tort, negligence, breach of statutory duty or otherwise, and howsoever caused.
    4. You agree that our work and/or our advice is not to be made available to third parties without our written permission and we accept no responsibility to third parties for any aspect of our Services or work that is made available to them.
    5. Subject to paragraphs 7.1 to 7.4 above and to paragraphs 7.6 to 7.8 below, our liability for any claim in contract, tort, negligence, breach of statutory duty or otherwise, for any loss or damage, costs or expenses howsoever caused arising out of or in connection with the Services shall, in relation to each engagement, not exceed an amount equal to the minimum level of professional indemnity insurance cover in place as at the date on which a claim arises.
    6. Nothing in the Terms shall exclude or restrict our liability to you for:

      1. death or personal injury resulting from our negligence or for fraudulent misrepresentation or in any other circumstances where liability may not be limited or excluded under any applicable law; and
      2. any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the Company, its partners, consultants, agents or employees.
    7. Subject to any agreed limit on our liability, our liability to you shall be limited to such sum as it would be just and equitable for us to pay having regard to the extent of our responsibility for the loss or damage and the responsibilities of all other persons. You agree that our liability shall not be increased by:

      1. any limitation, exclusion or restriction of liability you have agreed with any other person, or any joint insurance or coinsurance provision between you and any other person; or
      2. your inability to recover from any other person, or your decision not to recover from any other person.
    8. The Company alone will provide the Services and your agreement is solely with the Company.  You agree that you will not bring any claim whether in contract, tort, negligence, breach of statutory duty or otherwise against any individual partner, consultant, employee, agent or any other member of staff. Those partners, consultants, agents, employees and other members of staff assume no personal liability for the provision of the Services and shall be entitled to rely on the Terms insofar as they limit or exclude their liability.
  8. FEES

    1. Unless otherwise agreed, our Fees and any Associated Costs, together with VAT, where applicable, will be invoiced in accordance with the Invoice Submission Frequency.
    2. Our invoices are due for payment on receipt without any deduction, set-off or counterclaim.  Payment should be made either by cheque or to our nominated bank account.  We reserve the right to suspend or terminate the provision of further services until payment is received.  If an invoice remains unpaid for 30 days after the date of the invoice, we reserve the right to charge interest at a rate of 1.5% per month where the account is overdue and not to undertake further work until the account is settled.
  9. DUTY OF CARE

    The Services provided by us are for your benefit alone and solely for the purpose of the engagement to which they relate. They may not be used or relied upon for any other purpose or by third parties. Our duty of care is to you as our client and does not extend to any third party
  10. TERMINATION OF INSTRUCTIONS

    1. The engagement may be terminated by either party giving the other written Notice of Termination.  If the engagement is terminated in accordance with this clause 10.1, you will be liable only for the Fees and any Associated Costs arising and payments made or committed to up to the date of termination.  VAT will be charged as applicable.
    2. We may give notice in writing to you terminating the engagement with immediate effect if:

      1. you commit any material breach of any of the Terms and that breach (if capable of remedy) is not remedied within 30 days of notice being given requiring it to be remedied;
      2. an order is made or a resolution is passed for your winding-up or an administrator is appointed by order of the court or by other means to manage your affairs, business and property or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of your assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or you take or suffer any similar or analogous action in consequence of debt; or
      3. you cease, or threaten to cease, to carry on business.
    3. Termination of the engagement however caused shall be without prejudice to any rights or liabilities accrued at the date of termination.
  11. GENERAL

    1. If any of the Terms is found by any court of competent jurisdiction to be illegal, invalid or otherwise unenforceable then that provision shall, to the extent necessary, be severed and shall be ineffective but without affecting any other term.
    2. Any notice by either party to the other may be delivered in person or be sent by first class mail or by fax, in our case, to the address and fax number set out above, and in your case, to the address and fax number notified to us at the commencement of the engagement or, in either case, such other address or fax number as the party concerned may from time to time notify the other in writing.
    3. Nothing in the Terms is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise bind the other in any way.
    4. A person who is not party to the Terms shall have no right under The Contracts (Rights of Third Parties) Act 1999 to enforce any part of the Terms.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
    5. The Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including any non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law.  The Courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Terms or their subject matter or formation (including non-contractual disputes or claims).