Terms & Conditions of Business
These terms and conditions of business (the “Terms”) together with the letter of engagement (“Engagement Letter”) govern the relationship between us and form the basis upon which we provide our services to you.
Unless you specify otherwise, we shall take instructions only from you. If you have a manager or agent, then unless you expressly instruct us otherwise or there is an obvious conflict of interest, we shall rely on your manager’s or agent’s instructions.
3.1 After an initial consultation with you, we shall quote a fixed-fee as an estimation based on this and any documentation you have provided. In calculating such quote, we shall take into account various factors including:
(i) the complexity of the matter;
(ii) the time required to be spent on it;
(iii) the amount of money involved;
(iv) the skill required; and
(v) the urgency and whether we are required to work outside usual office hours.
3.2 If any unanticipated additional work becomes necessary, our quotation may need to be revised. We will always consult you with reasons for any increase, allowing you to confirm if you would like us to continue working on the matter.
3.3 Our fees are payable according to the terms of the Engagement Letter, irrespective of whether the matter proceeds to completion, unless we expressly agree otherwise. Any fees or expenses that we incur on your behalf are not conditional upon you completing a project or continuing to instruct us. We will simply charge you for any work done.
3.4 Upon request, we may be able to offer fees charged on an hourly fee basis or by payment of a monthly retainer, subject to our approval.
4. PAYMENT TERMS
4.1 We will bill you on the basis of the agreed terms in the Engagement Letter.
4.2 Our invoices shall be payable immediately upon presentation, and shall be payable within 14 days of receipt. Thereafter, we may charge daily interest at 2% above the base rate.
4.3 In the event that you receive monies on conclusion of a transaction (for example, a record deal), we shall require you to direct third parties to deduct our fees from such monies and pay these directly to us.
4.4 Where a third party has agreed to be responsible for payment of our fee, you shall remain liable for any fees that are not promptly paid by such third party.
4.5 If you are the owner of a private limited company, you shall be personally liable for the company’s debt to us and if operating as a partnership or joint venture, you shall remain jointly and severally liable to us for debts owed.
If we assist you in the appointment of other advisers to you (including, without limitation any third party partners as listed on our website) we may take so called ‘referral fees’ from that third party. Typically, we would try to negotiate a discounted rate or special terms with such third party.
7. YOUR RESPONSIBILITIES
7.1 You agree to:
(i) supply us with the personal information required in the Client Intake form as provided;
(ii) ensure we are fully updated on the background of and circumstances before we start work and whilst the matter progresses;
(iii) respond promptly to our requests for information and instructions;
(iv) let us know promptly if any other third parties are involved; and
(v) give us full and accurate instructions and information during the course of our work.
7.2 In the event that we are instructed to work on a matter for more than one person, we shall assume that you shall pass on any advice we give to you and update everyone on the communications we have with you.
8. OUR RESPONSIBILITIES
We agree to:
(i) advise you in a clear and understandable manner and communicate with you in plain language;
(ii) where necessary, agree a strategy for dealing with our work for you and discuss with you at regular intervals;
(iii) advise you and act at an affordable cost;
(iv) resolve matters on the best terms we can;
(v) keep you properly informed and update you regularly on the progress of your matter; and
(vi) promptly update you on any revision of fees.
9.1 You may terminate your instructions to us at any time in writing.
9.2 We shall only terminate your instructions to us with a valid reason, for example, failure to pay invoices in a timely manner or if it is clear there is no longer sufficient trust and confidence between us.
9.3 In any event, you shall still remain liable for any charges incurred for work carried out for the period until we cease acting for you.
10.1 We will provide our services with reasonable care and skill and acknowledge that we will be liable to you for losses, costs and expenses caused by our negligence or default, subject to our liability being limited to our professional indemnity insurance limit. We will not be liable if losses are due to the provision of false, misleading or incomplete documentation or information or due to any acts or omissions of any persons other than us. We will also not be liable for any indirect or consequential loss or damage whatsoever which arise out of our contract with you.
10.2 We shall not accept responsibility for the acts or omissions of any other professionals instructed by you, or by us on your behalf, to assist with the work we do for you.
10.3 No benefits under our contract with you, nor legal responsibilities arising from our advice, are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person other than you as our client.
10.4 Our relationship with you is governed by English law and you submit to the exclusive jurisdiction of the English courts.