Terms of Business
1. DEFINITIONS
In this agreement the expression(s):
1.1 “We”, “Us”, “Our”, and “ Web4law” means Web4law Limited a limited company registered in England and Wales with registered number 4263818 and whose Registered Office is at Indemnity House, 131 Main Road, Broughton, Chester CH4 0NR and, as the context requires, all members of, consultants to and employees and agents of Us.
1.2 “You” and “Your” means Our clients.
1.3 “Matter” means a specific issue in relation to which You ask Us to provide Services whether or not it has been defined in a letter of engagement or other agreement.
1.4 “Services” means all Services We provide to You in relation to the relevant Matter.
2. INSTRUCTIONS
2.1 We shall be entitled to assume that whoever gives Us instructions to provide Services has actual authority to do so and We shall be entitled to rely on any information provided to Us by that person. Where instructions are given on behalf of a company, LLP or other organisation We shall be entitled to assume that the Terms have been brought to the attention of and approved by the directors of the company, members of the LLP or, in the case of any other organisation, the appropriate officers of that organisation.
2.2 Please remember that We shall be providing Services based upon the information provided by You to Us. It is vital that You provide Us with all relevant information to represent You and provide Services to You and that all information provided is, to the best of Your knowledge, complete, accurate and up to date, and is supplied as quickly as practicable. Please tell Us of any subsequent changes to the information provided, as well as about any further information which might be relevant.
3. RELATIONSHIP MANAGEMENT AND PERSONNEL
3.1 Our objective is to ensure that each Matter on which We are instructed is dealt with by people with the right level and area of expertise. This helps to ensure a cost effective service. In practice this means that different people may be involved in the day-to-day conduct of a Matter. To enable this to work well We believe that one person, usually a Director, should have overall responsibility for managing Our relationship with You. That person, as well as having an overview of the various Matters being handled for You, will maintain regular contact with You to review progress on outstanding Matters and the Services We provide. He or she will be able to allocate new Matters to the right individual within the firm. You will find more information in Your letter of engagement about who We propose should manage Our relationship with You and who else will be involved.
3.2 All reasonable efforts will be made to keep You informed of progress or of any unexpected delays or changes in the character of the Services being provided. Where appropriate, We will also advise You if We consider that the probable outcome of the Matter does not justify the likely fees, disbursements and expenses and the risk involved. Please request a progress report at any time if You are in doubt as to the current position.
4. COMMUNICATION AND EMAIL
Communication
4.1 We want to communicate with You in the method most appropriate to Your needs. Please let Us know if You have a preferred method of communication such as telephone, email or fax. Unless We hear from You, We will use whatever mode of communication appears appropriate in the circumstances.
Email
4.2 We regard email as an important business tool, and Our directors and staff endeavour to make appropriate use of this facility in dealings with clients. However, We recognise that You may not want Us to communicate with You by email. If this is the case, please tell Us, otherwise We will assume that We may correspond with You via Your usual business email address or the alternative email address supplied by You to Us.
4.3 As internet communications are capable of data corruption, We do not accept any responsibility for changes made to such communications after their dispatch. For this reason it may be inappropriate to rely on advice contained in email without obtaining written confirmation of it. All risks connected with sending commercially sensitive information relating to Your business are not Our responsibility. If You do not accept this risk, You should notify Us in writing that email is not an acceptable means of communication.
Post
4.4 We recognise that if a Matter is particularly sensitive, You may wish for Us to direct all correspondence to Your residential postal address. Please inform Us if You would like Us to do this. If asked to correspond with You at Your residential postal address, We shall assume that Your fellow partners, directors and officers are aware of the request and consent to it.
5. CONFLICTS OF INTEREST
5.1 Your instructions will be declined by Us where a conflict of interest could reasonably regarded as existing. For instance, We would be unable to accept instructions to provide marketing advice to different firms in the same location or market.
6. CONFIDENTIALITY AND USE OF INFORMATION
6.1 We will keep confidential information which We acquire about Your business and affairs, unless We are required to disclose any such information:
6.1.1 to Our auditors or other advisers or for the purposes of Our professional indemnity insurance; or
6.1.2 by law or other regulatory authority to which We are subject.
6.2 If You or We engage other professional advisers to assist with a Matter We will assume, unless You notify Us otherwise, that We may disclose any such information to such other advisers as necessary.
6.3 Where possible, We will disclose to You all information which is material to Your affairs and business regardless of the source of that information. However, We will not disclose to You any confidential information about the business and affairs of any other existing or former client, or any information in respect of which We owe a duty of confidentiality to a third party.
6.4 We will use the personal information We receive about You for the administration of Our relationship with You, billing (and where necessary, debt collection) and marketing. To help Us to make credit decisions about You, to prevent fraud and to check Your identity, We may also use the information to search the files of credit reference agencies who will record any credit searches on Your file. The information may be used by other credit grantors for making credit decisions about You and the people with whom You are financially associated, for fraud prevention, money laundering prevention and occasionally for tracing debtors. We may disclose Your details to Our agents and service providers for any of the purposes set out in this paragraph.
6.5 We may from time to time contact You by mail, telephone, or email to provide information that may be of interest to You, including details of the Services We offer, newsletters, legal updates and invitations to events. Web4law Ltd may also share personal data with other companies with which We establish commercial links, so We and they may contact You (by mail, email, telephone or other appropriate means) in order to keep You informed about carefully selected products, Services or offers that We believe will be of interest to You. If You do not wish to receive such information please send an e-mail to Information Opt Out (info@web4law.biz) or write to Us at Our registered office.
6.6 To enable Us to discharge the Services agreed under this engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, We may obtain, use, process and disclose personal data about You. You have a right of access, under data protection legislation, to the personal data that We hold about You. For the purposes of the Data Protection Act 1998, the Data Controller under the Act in relation to personal data supplied about You is Our Managing Director, Michael Francis Chard.
7. PAPERS AND DOCUMENTS
7.1 On completion of a Matter and payment of any outstanding bills We shall return to You, on request, any documents lent to Us by You for the purposes of the Matter. Where We are acting for joint clients and one of the joint clients asks Us to transfer documents lent to Us for the purposes of the Matter, We will deliver them to, or to the order of, the joint client who delivered them to Us.
7.2 We do not agree to retain files for any particular period of time but generally keep all files for a minimum period of 6 years. All files and papers held by Us may be preserved on microfilm or by other means of image processing or in electronic form. We reserve the right to destroy files without further reference to You 6 years after completion of a Matter.
8. DUTY OF CARE TO THIRD PARTIES
8.1 The Services provided by Us are for Your benefit alone and solely for the purpose of the Matter 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.
8.2 These terms of retainer do not confer any rights on any third party under or by virtue of the Contracts (Rights of Third Parties) Act 1999.
9. LIMITATION OF LIABILITY
9.1 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:
9.1.1 any such failure on Our part will not constitute a breach of the agreement between Us;
9.1.2 We will not be otherwise liable to You for any such failure to the extent that it is attributable to any such circumstances notified to You; and
9.1.3 any estimated date for completion of the Services will be extended accordingly.
9.2 We shall not be responsible for any failure to provide Services on any issue which falls outside the scope of Our engagement and shall have no responsibility to notify You of, or the consequences of, any event or change in the law (or its interpretation) which occur after the date on which the relevant service is provided.
9.3 We shall not be liable for any indirect loss or damage or any loss of profit, income, production or accruals arising in any circumstances whatsoever, whether in contract, tort, negligence, for breach of statutory duty or otherwise, and howsoever caused.
9.4 Our liability for any claim in contract, tort, negligence, for 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 Matter, be limited to £500,000.
9.5 You agree that You will not bring any claim whether in contract, tort, negligence, for breach of statutory duty or otherwise against any service company owned or controlled by or on behalf of Us or any of Our directors, consultants employees or agents or any service company owned or controlled on behalf of Us or any of Our directors. Our service company, members, consultants, employees and agents assume no personal liability for the provision of Services and shall be entitled to rely on the terms insofar as they limit or exclude their liability.
9.6 Nothing in the terms shall exclude or restrict Our liability to You for death or personal injury resulting from Our negligence or for fraudulent misrepresentation or in any other circumstances where liability may not be so limited or excluded under any applicable law or regulation.
9.7 Subject to any of the agreed limits 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;
9.7.1 any limitation, exclusions or restriction of liability You have agreed with any person, or joint insurance or coinsurance provision between You and any other person;
9.7.2 Your inability to recover from any other person, on Your decision not to recover from any other person.
9.8 Web4Law provides general management and compliance advice only. All advice and recommendations must be understood not to constitute formal legal advice.
9.9 To the extent permitted by law, no liability is accepted for any losses or damage caused through the contents of any training session or advice and or omissions from them, either by Web4Law or by any representative of the company, including any associate, in person.
9.10 Practice Notes are issued by Web4Law for the use and benefit of its clients. They represent Web4Law’s view of good practice in a particular area. They are not intended to be the only standard of good practice that solicitors can follow. Practice Notes are not legal advice. While care has been taken to ensure that they are accurate, up to date and useful, Web4Law will not accept any legal liability in relation to them.
10. CALCULATION OF FEES
10.1 Our fees are normally based on the time spent dealing with a Matter.
10.2 No fees arise until a retainer has been agreed. If initial travelling and time expenses are to be charged these will be raised with You in advance of any preliminary meeting.
10.3 Daily consultancy rates vary according to the size and location of the firm, the complexity of instructions and any other special features that they may have. A daily rate (and if appropriate an hourly rate) will be agreed in advance together with an estimate of likely time input. This estimate will only be varied after notice to You. Daily rates vary from £800 - £1500 per day.
10.4 Training rates are higher to allow for preparation time and are as follows:
Full day: one trainer: £1400-£1600
Half day: one trainer: £850
Two trainers: full day: £1800
Alternatively, training that requires extensive preparation can be costed on a consultancy rate.
10.5 Time spent will include meetings with You (and perhaps others), any time spent travelling, considering, preparing and working on papers, legal research, correspondence (including emails), preparing attendance notes and making and receiving telephone calls.
10.6 We aim to be flexible in Our approach to charging and may have agreed with You an alternative charging method to those shown above.
10.7 You agree that We may review the price for the Service at Our sole discretion.
11. DISBURSEMENTS, EXPENSES & VAT
11.1 Where possible, We will inform You of all disbursement items in advance of incurring them.
11.2 Expenses incurred in the course of Our work on Your Matter will be added to Your bill. These will include, for example, printing costs, travel, accommodation and subsistence costs, together with any extraordinary photocopying or communication expenses. This list is not exhaustive and You will be advised of the nature of any substantial disbursements as Our work progresses.
11.3 Value Added Tax is payable in addition on Your costs and most disbursements and expenses except for certain clients not situated in the United Kingdom.
12. BILLING AND PAYMENT TERMS
12.1 Our bills are payable within 21 days of the date of the bill and We reserve the right to charge interest at 10% per annum (accruing on a daily basis) on outstanding amounts not paid within the 21 day period (such rates apply both before and after any judgement in Our favour).
12.2 If a bill remains unpaid for 21 days after the date of the invoice, We reserve the right to charge interest at a rate equal to the higher of the rates applicable to judgement debts and 10% per annum until payment is made.
12.3 We will usually send You Our bill at the conclusion of the work that We are carrying out for You. However, on occasions, Our bills may be delivered regularly during the course of Your Matter, (for instance monthly or at other intervals by arrangement) and at its conclusion.
12.4 We may send You a monthly statement of account detailing every bill which remains unpaid. You will also be sent a reminder letter for all unpaid bills which are older than 21 days.
12.5 Our bills identify the Matter, the periods they cover, and the charges, disbursements and Value Added Tax payable. If You require a detailed narrative of the work involved, a charge may be made for it as if its preparation were part of the normal work on Your Matter.
13. COMPANIES
13.1 Where We act for a limited liability company or LLP, We only do so on the basis that the director(s) of the company giving Us Our instructions agree to indemnify Us for Our charges if the client company does not pay. By giving Us instructions the director confirms his/her agreement to so indemnify Us.
14. TERMINATION AND SUSPENSION OF INSTRUCTIONS
14.1 We may bring instructions to an end for a good reason and on reasonable notice.
14.2 You may terminate Your instructions to Us in writing at any time.
15. OUR PROPRIETARY RIGHTS
15.1 Except as expressly provided herein access to the Service does not grant You any database rights or rights in the copyright, trade marks or any other intellectual property rights of Web4Law Ltd or any third party.
15.2 The Service made available to You is protected by copyright and other intellectual property rights. You acknowledge that You are not permitted to copy, reproduce or modify any element of the Service without Web4Law’s written permission.
16. YOUR OBLIGATIONS AND CONDUCT
16.1 The Service made available to You is provided solely for Your own use and You will not, without Our written permission, transfer or sell or attempt to transfer or sell Your access to or use of the Service (or any part or facility of it) or any of Your rights or obligations under this Agreement to any other person unless:-
16.1.1 That use is the purpose for which the access has been granted for; or
16.1.2 It is expressly permitted by Us in writing.
16.2 During this Agreement You agree not to:
16.2.1 Copy, reproduce or otherwise make available via any medium including the internet or by any other means any materials provided to You under this agreement outside of Your own organisation;
16.2.2 Attempt to gain unauthorised access to, reverse engineer, or modify the source code of any software provided to You under this agreement; or
16.2.3 Modify any part of the information or materials outside of normal use.
17. OFFICE HOURS
17.1 Our offices are open from 9.00am to 5.30 pm Monday to Thursday and 9.00am to 5.00pm on Friday.
18. COMPLAINTS
18.1 If You have any problem with the Services which You are unable to resolve with the individual dealing with the Matter or the person managing Our relationship with You, or You would prefer not to speak to the person having conduct of the Matter, then please contact Our Managing Director, Michael Francis Chard, or, if Michael Francis Chard is acting on Your behalf, another Director to resolve your problem. We value You and would not wish to think You have reason to be unhappy with Us.
19. RESOLUTION OF DISPUTES
19.1 The Terms are governed by and will be construed in accordance with the law of England and Wales. You and We irrevocably agree to submit to the jurisdiction of the courts of England and Wales over any claim or issue arising under or in connection with the Terms and You and We waive any objection to proceedings being brought in those courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.
20. EQUALITY AND DIVERSITY
20.1 We are committed to promoting equality and diversity in all of Our dealing with clients, third parties and employees. We will not discriminate in the way We provide Our Services on the grounds of sex (including gender reassignment), marital status, sexual orientation, disability, race, colour, religion, age, nationality or ethnic or national origins.
20.2 We are committed to ensuring that Our clients and employees are not victim to any form of discrimination (as defined under the Disability Discrimination Act 1995) whilst in Our offices. Upon receipt from You of reasonable notice of requirement to accommodate the disability of any Person visiting Our offices, We will undertake reasonable efforts to ensure that such persons do not suffer discrimination whilst in Our offices and make such adjustments as may, in all the circumstances, be reasonable. For this purpose “any Person” shall mean the person or organisation to whom these terms and conditions are addressed or any employee or director who visits Our offices in connection with the business or affairs of the addressee hereof.
21. SEVERABILITY
21.1 If at any time one or more of the provisions of this retainer is found by any court of competent jurisdiction to be or becomes invalid, illegal or unenforceable in any respect under any law or regulation, then that provision shall to the extent necessary be severed and shall be ineffective but without affecting any other Term and the enforceability of the remaining provisions shall not be in any way affected or impaired.
Please note that Web4Law Ltd is not a legal practice, nor is it regulated by the Solicitors Regulation Authority.
Web4law Limited a limited company registered in England and Wales with registered number 4263818 and whose Registered Office is at
Indemnity House,131 Main Road, Broughton, Chester CH4 0NR . VAT Number 797 8177 51
