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Terms and Conditions: Business

TERMS AND CONDITIONS  : BUSINESS

  1. These terms together with the legal instruction form (LIF) set out the basis upon which we act for you (together the "Agreement"). If a conflict arises between these terms and the LIF then the LIF prevails in respect of the conflict.
  2. References to "us", "our", "we" means Ashfords LLP (a limited liability partnership registered in England and Wales under registration number OC342432). Our registered office is Ashford House, Grenadier Road, Exeter, EX1 3LH.
  3. We are authorised by the Solicitors Regulation Authority (SRA) with number 508761.
  4. This Agreement will be construed in accordance with the laws of England and Wales and all disputes will be subject to the non-exclusive jurisdiction of the English Courts.
  5. If any court or competent authority finds that any clause (or part clause) in these terms is invalid, illegal or unenforceable, that clause (or part clause) shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms shall not be affected.
  6. References to "including" or "includes" shall be deemed to have the words "without limitation" inserted after them.
  7. We may assign or novate any or all of our rights and obligations under this agreement.

Responsibilities and Acknowledgements

  1. We will carry out the work set out under "scope" in the LIF (Work). Any additional work MUST be agreed by us and, once agreed, will form part of the Work.
  2. We will retain professional indemnity insurance to cover the advice we give you. Our worldwide cover is currently provided by Libra Amlin Consortium c/o Libra Managers, 45 King William Street, London, EC4
  3. You will promptly provide us with such information and/or documentation necessary to enable us to:
    1. carry out the Work;
    2. comply with our regulatory responsibilities (including money laundering checks).
  4. You will notify us of any change in
    1. circumstances that may impact on the Work;
    2. your contact details.
  5. You agree that:
    1. you will pay our invoices in accordance with this Agreement;
    2. we may (at our discretion) carry out credit checks against you. This may affect your credit rating.
  6. You agree that we may list you as a client (including your logo) on our website or in promotional material including any submission to legal directories.
  7. Any failure by you to meet the above obligations may result in a delay or failure by us in carrying out the Work. Any delay or failure to carry out the Work in these circumstances will not be considered a breach of these terms.
  8. If you wish to make a change to the Work then please contact us as soon as possible. We will let you know whether the change is possible, the impact on our fees and the timing for the work and anything else that may be impacted or necessary as a consequence of your request.

Exclusions

  1. Unless expressly including in the scope, we DO NOT advise on commercial viability issues, investments, tax, pensions, or any law other than English.
  2. We are not responsible for reminding you of dates or deadlines.
  3. Subject to the limitation of our liability provisions below, we are not liable for any comment, advice or suggestions given by us that are not included in the scope set out in the LIF.
  4. Any advice given by us is for your benefit only and no third party shall or can rely on it for any purpose whatsoever.

Limitation of our Liability

  1. We do not limit our liability for death or personal injury caused by our negligence, contractual breach or any other liability we cannot limit by law.
  2. Save as set out above or unless otherwise expressly stated in the LIF, our liability is limited to a maximum of £3 million.
  3. We are only liable for direct losses and costs arising from our negligence. All indirect, consequential losses and costs, loss of profit, data and/or goodwill are excluded.
  4. Without prejudice to the above, if our ability to claim any contribution from a third party is prejudiced by any limitation of liability agreed with that third party by anyone other than us, then we will not be liable for any amount that we would have recovered from that third party but for that limitation of liability.
  5. All implied warranties or conditions are expressly excluded to the fullest extent possible.

Interest on Client Monies

  1. In accordance with the Solicitors Accounts Rules, we will account to you for any funds including interest as appropriate.

Fees

  1. Our fees and any additional charges are:
    1. subject to any applicable VAT; and
    2. due immediately on receipt by you of the relevant invoice.
  2. We reserve the right to review our charge out rates periodically. If there is any increase, we will notify you in advance.
  3. In addition to our fees we may also charge (on a time and materials basis) for administration including photocopying, document preparation such as court bundles and preparation of invoices.
  4. You shall pay the fees as set out and/or calculated in accordance with the LIF.
  5. Whilst we may render interim statute invoices to you, all our invoices will be final statute invoices for the piece of work carried out in accordance with the Solicitors Act 1974.
  6. We shall be entitled to:
    1. require money on account before we carry out any Work;
    2. settle any fees owed by you from funds we hold for you on our client account;
    3. charge for all disbursements incurred by us including CHAPS and/or online identification checks (whether they are included in our fee estimate or not).
    4. retain your files until you have paid all outstanding fees;
    5. charge you interest at the rate of 8% on any invoices that are outstanding for more than 30 days from the invoice date;
    6. charge on an indemnity basis for the costs incurred by us if you fail to pay your invoice by the applicable due date.

Regulatory Matters

  1. We are not authorised by the Financial Conduct Authority (FCA) although we are included in the FCA register for insurance mediation activity.
  2. We cannot advise you on investments other than in limited circumstances that are linked with the Work. We may recommend you to third parties who can provide investment advice but we are not liable nor do we warrant any advice they may give.
  3. We are required by law to obtain satisfactory evidence of your identification and possibly individuals associated with you. You MUST NOT send us any funds until we have notified you that these checks have been completed Our preferred method is to carry out on-line identity searches utilising a third party data source which will leave a "soft footprint" on your credit file. We may charge an administration fee for carrying out these checks.
  4. We do not accept any payments in cash.
  5. After your matter is completed we will keep your files in accordance with our then current Retention and Destruction Policy (a copy of which is available on request).
  6. If you want access to your file then please contact us. We may levy a charge for recovering your file and/or providing copies.

Information and Data Protection and Confidentiality

  1. This section contains, in addition to other information and terms, a consolidated version of our Privacy Notice. For a full version of our Privacy Notice, please see attached.
  2. Any reference to terms not defined in these terms or LIF shall be defined in the attached Privacy Notice.
  3. Unless disclosure is permitted or required by law or regulation, or to provide legal services to you, or you otherwise agree, we will treat information (including any Client Personal Data) provided by you as confidential. Third parties regulators and our auditors may have access from time to time to your information (including Client Personal Data)but they will be required to keep it confidential unless the law or regulation states otherwise, or you otherwise agree.
  4. You acknowledge that we may be required to disclose some of your information (including financial and Client Personal Data) to third parties in order to comply with certain legislation including the United States, Foreign Account Tax Compliance Act.
  5. We use and process the information (including financial and Client Personal Data) you provide us for the purpose of providing legal services to you, carrying out the Work, administering your file and for related purposes, including updating and enhancing client records, recovering debts owed to us, checking creditworthiness, analysis to help us manage our practice, statutory returns, legal and regulatory compliance, and marketing and communicating to you about Ashfords' services and events. Our use of that information is subject to your instructions, relevant data protection legislation and our duty of confidentiality
  6. Unless disclosure is permitted or required by law or regulation, or is necessary to provide legal services to you, or you otherwise agree, or other than for the purpose of exercising our rights or responsibilities under this Agreement, we will only disclose your Client Personal Data to third parties to the extent necessary to carry out Work or to provide legal services to you.
  7. As part of providing you with the best service possible, we would like to send you information from time to time which we consider may be of interest to you, but you can choose not to receive such information at any time. Please let us know if you would prefer not to receive such information.
  8. We process Client Personal Data supplied to or obtained or created by us as a Data Controller.
  9. Both you and we shall comply with our respective obligations under relevant data protection legislation as Data Controller of Client Personal Data and shall use all reasonable efforts to assist the other to comply with such obligations as are respectively imposed on them by relevant data protection legislation. As we will both have Data Controller responsibilities in respect of the same Client Personal Data, we and you each acknowledge and agree to the allocation of responsibility for compliance with applicable data protection legislation, as set out below.
  10. When you supply Client Personal Data to us you are responsible for and will ensure that:
    1. the Client Personal Data is not subject to any restriction which would prevent or restrict you from disclosing the Client Personal Data to us or prevent or restrict us from using the Client Personal Data in accordance with this Agreement;
    2. you have been transparent to all affected data subjects about the Client Personal Data and the purposes for which we will use it, and you have given them all relevant information that the law requires you to do;
    3. the Client Personal Data is accurate; and
    4. you have only provided us with such Client Personal Data as is necessary for the relevant purpose for which we need it.
  11. Both you and us shall be responsible for our separate obligations in respect of the Client Personal Data when in the relevant party's possession, in relation to:
    1. Client Personal Data retention periods;
    2. the security obligations set out in relevant data protection legislation;
    3. any restrictions on transfers outside of the EEA, instigated by that party;
    4. any data subject rights exercised in respect of the Client Personal Data in its control.
  12. In the event of a breach by either party of their respective obligations under relevant data protection legislation, the party in breach shall be liable to the other party for all or any losses incurred by the other party, or for which the other party may become liable, in each case to the extent arising as a result of such breach. Nothing in this Agreement shall exclude or limit liability under this Information Protection and Confidentiality section.
  13. The Client Personal Data we process may be transferred to our service providers and agents for the purposes specified in this Agreement..

Electronic Communication

  1. We may communicate with you by email or other electronic means unless we otherwise agree.
  2. We will take reasonable precautions to protect information sent electronically by us but this is not guaranteed.
  3. We are not liable for any damage or claim arising from any viruses, malware, trojan horses or unauthorised code. You are responsible for ensuring you have in place all suitable and up-to-date anti-virus and malware software.

Any Queries and Concerns

  1. If you have any concerns about the Work then in the first instance please raise this with the relevant advisor or their supervisor (as set out in the LIF). If this is not suitable then please contact our Professional and Financial Risks team on 01392 333535 or by email at professional&financialrisks@ashfords.co.uk.
  2. All complaints will be responded to within 8 weeks. If you are not happy with the way we handle your concerns then you may contact the Legal Ombudsman at Legal Ombudsman, PO Box 6806, Wolverhampton, WV1 9WJ or telephone 0300 555 0333 or legalombudsman.org.uk. There are time limits for bringing complaints with the ombudsman and details can be found at the above website.
  3. If you are dissatisfied with an invoice from us then you may be able to apply to the Court for an assessment. Details can be found at hmctsformfinder.justice.gov.uk.

Termination and Suspension

  1. You may terminate this Agreement with us at any time by notice in writing. You will be responsible for payment of all outstanding fees incurred by us as at the date of termination together with any fees and/or disbursements we have committed to incur.
  2. We may terminate this Agreement at any time if we have good reason to do so. Examples, include failure to (a) provide clear instructions and information, (b) pay our fees,  (c) conflict of interest or (d) to comply with any statutory requirements.
  3. If you fail to make any payments due under this agreement we may (at our discretion) suspend the Work until full payment has been made.

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