1. We have set out in this document our basic terms and conditions of business (the “Terms”), which, together with our Engagement letter (together called “this Agreement”), will apply to all work undertakes for you with respect to this engagement. If there is any conflict between these Terms and our Engagement letter, then the Engagement letter shall prevail.
2. Our services
1. We will provide the services set out in our Engagement Letter (the “Services”) and will use all reasonable commercial efforts to provide the Services in an efficient and timely manner, using the necessary skill and expertise to an appropriate professional standard.
3. Your obligations
1. You agree to pay for the Services in accordance with this Agreement.
2. You will provide us promptly with such information as may reasonably be required for the proper performance of the Services, including access to appropriate members of your staff, records, information, technology, systems and premises.
3. We shall be entitled to rely upon the accuracy of all information provided by you, or by others on your behalf, without independently verifying it.
4. You shall retain responsibility for the use of, or reliance on, advice or recommendations supplied by us in the delivery of the services.
5. You undertake that, if anything occurs after information is provided by you to us, to render such information untrue, unfair or misleading, you will promptly notify us and, if required by us, take all necessary steps to correct any announcement, communication or document issued which contains, refers to or is based upon, such information.
6. You acknowledge that information made available by you, or by others on your behalf, to, or which is otherwise known by, partners or staff of us who are not engaged in the provision of the Services shall not be deemed to have been made available to the individuals within us who are engaged in the provision of the Services.
1. Both parties acknowledge that they may, in the course of the engagement, be exposed to or acquire information that is proprietary or confidential to the other party. Both parties agree to hold such information in strict confidence, and not to divulge such information except as may be required by law or judicial process, by any persons or bodies responsible for regulating that party’s business, as required by a party’s internal policies or as the party reasonably determines is necessary to protect its own legitimate interests.
1. You agree that during the provision of the Services, and for a period of six months thereafter, you will not make any offer of employment to any of our partner or employee involved in the provision of the Services, without our prior consent.
6. Benefit of advice
1. Unless otherwise specifically stated in the Engagement Letter, any advice or opinion relating to the Services is provided solely for your benefit and may not be disclosed in any way, including any publication on any electronic media, to any other party and is not to be relied upon by any other party.
2. During the supply of our services, we may supply oral, draft or interim advice, reports or presentations but in such circumstances our written advice or final written report shall take precedence. No reliance should be placed by you on any oral, draft or interim advice, reports or presentations. Where you wish to rely on oral advice or an oral presentation, you shall inform us and we will provide documentary confirmation of the advice.
3. We shall not be under any obligation in any circumstance to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.
7. Electronic mail
1. If you ask us to transmit any document to you electronically, you agree to release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document after transmission, for any delay or non-delivery of any document and for any damage caused to your system or any files by the transmission (including by any computer virus).
2. You may not rely on electronically transmitted advice or opinion unless it is subsequently confirmed by fax or letter signed by a partner or authorised signatory of us.
8. Fees, expenses and payment terms
1. You are responsible to pay for the services under the agreed fee and payment terms.
2. Out-of-pocket expenses incurred in connection with the engagement will be charged to you.
3. If we are required (pursuant to any order, subpoena, directive or other legal or regulatory process) to produce documents and/or information, answer enquiries, attend court or meetings or deal with any similar requests in relation to the Services for, or by, any judicial, regulatory, administrative or similar body or entity (including without limitation, any foreign regulator or similar), you shall reimburse us at standard billing rates for our professional time and expenses, including reasonable legal fees, incurred in dealing with those matters.
9. Problem resolution
1. If at any time you would like to discuss with us how the Services can be improved or if you have a complaint about them, you are invited to telephone the partner or director, as the case may be, identified in the Engagement Letter. We will investigate any complaint promptly and do what we can to resolve the difficulties. The preferred channel for any problem resolution is to email [email protected] so as it can be properly documented and resolved.
2. If the problem cannot be resolved, the parties agree to enter into mediation, or some other form of alternative dispute resolution, before commencing legal proceedings.
3. In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of the Services until such time as the dispute is resolved or the fees are paid. Suspension of the Services will not affect your obligation to pay us for Services rendered to the date of suspension.
10. Termination of Agreement
1. Each of us may terminate this Agreement if: the other commits any material or persistent breach of its obligations under this Agreement (which, in the case of a breach capable of remedy, shall not have been remedied within 14 days of receipt by the party in breach of a notice identifying the breach and requiring its remedy); or the other becomes insolvent; or the Services are suspended under clause 9.3 for more than 10 normal working days.
2. Termination must be effected by written notice served on the other.
3. Termination under this clause shall be without prejudice to any rights that may have accrued for either of us before termination and all sums due to us shall become payable in full when termination takes effect.
11. Limitation of liability
1. We set out, and you accept, the limitations which apply to our liability to you should you have reason to make a claim against us. The limitations and exclusions are accepted by both of us to be fair and reasonable, given the duties we are undertaking, the sums to which we are entitled and the availability (and cost) of insurance.
1. You agree to indemnify and hold harmless to us against any and all losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings, whatsoever incurred by us in respect of any claim by a third party arising from or connected to any breach by you of your obligations under this Agreement.
2. We shall not be liable for any losses, claims, expenses, actions, demands, damages, liabilities or any other proceedings arising out of reliance on any information provided by you or any of your representatives, which is false, misleading or incomplete. You agree to indemnify and hold harmless to us from any such liabilities we may have to you or any third party as a result of reliance by us on any information provided by you or any of your representatives, which is false, misleading or incomplete.