Terms of business

1. About these Terms of Business

1.1. These Terms of Business shall apply to our provision of the services, as more particularly described in our letter of engagement to you (as supplemented or amended) (the “Engagement Letter”).

1.2. Our agreement with you shall comprise of the Engagement Letter and these Terms of Business (the “agreement”).

1.3. In the event of any conflict between these Terms of Business and the relevant Engagement Letter, the Engagement Letter shall prevail to the extent of such conflict.

1.4. These Terms of Business shall apply to services provided by Lovewell Blake LLP and Lovewell Blake Financial Planning Limited, which are two separate legal entities. For further details, please see the definition of “LB” in clause 2.1 below.

2. Interpretation

2.1. The following definitions and rules of interpretation apply in these Terms of Business:

“Agreed Purposes”: the provision of the Services by us to you on the terms of this agreement.

“Business Day”: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Client”, “you”, “your”: the person, firm or company who purchases Services from us, as identified in the Engagement Letter.

“Data Protection Legislation”: the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI2003/2426), the law implementing the Network and Information Systems Security Directive 2016/1148, the Data Protection Act 2018 and the General Data Protection Regulation, including any national implementing laws, regulations or secondary legislation, and all applicable laws, statutes, regulations and standards relating to processing and/or security of personal data, privacy, electronic communications or direct marketing, as each are amended, updated or replaced from time to time, and including where applicable any guidance, notices and/or codes of practice issued by the Article 29 Working Party, the European Data Protection Board, the Data Protection Authority, any applicable Supervisory Authority and/or Government department in relation to applicable data protection law.

“Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “processing” and “Supervisory Authority”: shall each have the meaning given in the Data Protection Legislation.

“Financial Planning Services”: the financial planning services provided by us to you, as more particularly described in the Engagement Letter.

“LB”, “we”, “us”, “our”: shall mean:

(a) where we are providing services other than Financial Planning Services, Lovewell Blake LLP, a limited liability partnership registered and incorporated in England and Wales with registered number OC354112 whose registered office is at Windsor House, Bayshill Road, Cheltenham GL50 3AT; or

(b) where we are providing Financial Planning Services, Lovewell Blake Financial Planning Limited, a company registered and incorporated in England and Wales with registered number 03504185 whose registered office is at Bankside 300, Peachman Way, Broadland Business Park, Norwich, Norfolk NR7 0LB.

“Partner”: a member of Lovewell Blake LLP and/or an officer or shareholder of Lovewell Blake Financial Planning Limited (in each case, a list of whom is available from any of our offices). The term “Partner” in this agreement shall not be construed as indicating that our members, directors or shareholders are carrying on business in partnership for the purposes of the Partnership Act 1980.

“Services”: the services that we provide to you, including the Financial Planning Services and Payroll Services, as more particularly described in the Engagement Letter.

“parties”: the parties to this agreement.

“Permitted Recipients”: the parties to this agreement, the employees of each party (where applicable) and any third parties engaged to perform obligations in connection with this agreement.

“Payroll Services”: payroll bureau services provided by us to you, as more particularly described in the Engagement Letter.

“Shared Personal Data”: the Personal Data to be shared between the parties under this agreement.

2.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.3. A reference to a party includes its personal representatives, successors and permitted assigns.

2.4. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

2.5. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.6. A reference to writing or written includes fax and email.

3. About LB

3.1. LB provides accounting, tax, payroll, financial planning and associated services in England and Wales.

3.2. A list of our offices, each office’s opening hours and contact telephone numbers is available on our website at www.lovewell-blake.co.uk.

3.3. If we need to contact you we will do so by telephone or by writing to you using the telephone number, email or postal address provided to us by you. However, if you have a preferred method of communication, please let us know.

3.4. Lovewell Blake Financial Planning Limited (“LBFP”) is authorised and regulated by the Financial Conduct Authority (“FCA”) under reference number 190079. LBFP’s permitted business is advising on and arranging pensions, savings, investment products and non-investment insurance contracts. For further details about LBFP’s FCA authorisation, please see the FCA’s website (www.register.fca.org.uk) or contact the FCA on 0800 111 6768.

3.5. Lovewell Blake LLP is not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by The Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register

3.6. In the unlikely event that Lovewell Blake LLP cannot meet its liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme.

3.7. Lovewell Blake LLP is also registered with the ICAEW to carry out audit work in the UK under reference number C002613207. For further details about the audit registration, please see www.auditregister.co.uk. Please note that Lovewell Blake LLP is not generally authorised by the FCA to provide advice on investment products, and may refer you to a firm that is FCA regulated for such purposes.

3.8. LB will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the ICAEW and accept instructions to act for you on this basis. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. These requirements are also available at www.icaew.com/regulations. We confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 2006. When conducting audit work we are required to comply with the Revised Ethical Standard 2016 and the International Standards on Auditing (UK) which can be accessed at https://www.frc.org.uk/Our-Work/Audit-and-Actuarial-Regulation/Audit-and-assurance/Standards-and-guidance.aspx.

3.9. Lovewell Blake LLP is a member of HLB International (“HLBI”), which is a world-wide network of independent accounting firms and business advisers. The HLBI network comprises of various different independent member firms across a range of countries, many of which use HLBI as part of their trading name. All HLBI member firms are separate legal entities. You acknowledge that no HLBI member firm shall have any authority to enter into any legal obligations, incur liability or pledge credit on behalf of HLBI or any other member firm (including Lovewell Blake LLP), nor is any HLBI member firm an agent of or in partnership HLBI or any other member firm. By introducing you to any firm, HLBI does not accept any liability for work which is carried out on your behalf and you must make your own contractual arrangements directly with the relevant HLBI member firm. You agree that the HLBI member firm that you appoint shall have sole liability for the work covered by their engagement.

3.10. Lovewell Blake LLP is registered for VAT under registration number 105 0383 17.

4. Services

4.1. The scope of the Services, which you confirm are sufficient for your purpose, is set out in the Engagement Letter. The Services are prepared and provided only for the agreed purpose, and not for any other purpose. Any variation to the scope of the Services must be agreed between the parties in writing and may be subject to additional fees. Unless we expressly set out in the Engagement Letter otherwise, the Services will commence on the date on which we receive the duly signed Engagement Letter confirming acceptance of this agreement. We do not assume any responsibility or liability prior to this date.

4.2. We shall be entitled to assume that the person who gives us instructions to provide the Services has authority to do so, and we shall be entitled to rely on any information provided to us by that person.

4.3. If instructions are given on behalf of body corporate or other organisation (such as a company, limited liability partnership, charitable incorporated organisation or partnership), we shall be entitled to assume that this agreement has been reviewed and approved by the officers of the body corporate or other organisation. The signatories to the Engagement Letter warrant that they are duly authorised to sign the Engagement Letter on behalf of the Client (if a body corporate or other organisation).

4.4. You will be solely responsible for assessing whether the results or outcome of the Services meet your requirements, deciding whether to proceed with any transaction or other action or conduct as a result of the Services and exercising general management responsibility in respect of the Services.

4.5. Where we are instructed by more than one person or entity, the liability of those persons or entities shall be joint and several. Any one joint client will therefore be individually responsible for all fees and expenses due to us. It is a condition of accepting instructions that we can be completely open with all joint clients as to any information. Each joint client irrevocably authorises us to disclose to any other joint client(s) at any time any information that we would otherwise be prohibited from disclosing by virtue of our duty of confidentiality. If any joint client refuses or restricts authority to disclose during provision of the Services, or if a conflict of interest arises between joint clients, we are entitled to suspend or terminate the provision of Services related to that matter to one or more of the joint clients.

4.6. We do not accept any duty of care or responsibility to any person other than you. Any third parties (including any group companies) who rely on the Services or any results of the Services shall do so entirely at their own risk. The Services are provided to you only and may not without our prior written consent be disclosed to any other party.

4.7. Conflict of interest. We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours. Subject always to our confidentiality obligations, we confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you. For specific information about resolving a conflict of interest in relation to either LB or LBFP, please see your Engagement Letter.

4.8. We will provide the Services with reasonable skill and care.

4.9. We may, during the course of providing the Services, make available documents to you in draft form. You agree that you shall not rely on any draft documents that we have provided.

4.10. You shall ensure that any information, materials or documents that you or a third party on your behalf provide to us are complete, accurate and up-to-date to enable us to properly provide the Services. You must inform us of any other information of which you become aware that may be relevant to the Services. You warrant that you have all necessary permission, consent and authorisation to supply such information and that doing so will not infringe on the rights of any third parties. It cannot be assumed that information provided to us during the course of other matters will be taken into account for the purpose of providing the Services. Unless we have stated in writing to the contrary, we shall not be responsible for verifying any information that is supplied to us.

4.11. Unless agreed between the parties in writing otherwise, we shall not have any continuing obligation in respect of any document(s) once they have been provided to you by us in final form.

4.12. As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality review. Our reviewers are highly experienced and professional, and bound by the same confidentiality obligations as our employees and Partners.

4.13. We may from time to time, on your behalf, instruct, liaise with or coordinate advice from other professional advisers, including accountants or solicitors from other jurisdictions. We shall not have any liability for the accuracy or competency of the advice given or work undertaken by those third party advisers or for payment of their fees and/or expenses. We cannot verify the advice given or work undertaken by foreign advisers.

4.14. We may from time to time be required to comment on commercial matters or legal documents as part of the Services. You acknowledge that we are not responsible for drafting, reviewing or amending legal documents, which is the responsibility of your lawyer. We shall not be responsible for the commercial viability of any proposed transaction or arrangement with any third party, which may result from the Services that we provide to you.

5. Communication

5.1. During the course of providing the Services, we may from time to time communicate to you electronically. We strongly recommend that you install and maintain appropriate anti-virus and anti-malware software to protect the integrity and security of any e-mails that you send to, or receive from, us. We shall not be responsible for verifying whether you have done so.

5.2. Whilst we will use reasonable commercial endeavours to check for the most common virus on any outbound e-mails, you acknowledge that the electronic transmission of information cannot be guaranteed to be secure or error free, and such information could be incepted, corrupted, lost, destroyed, delayed, incomplete or otherwise adversely affected or unsafe to use. We shall not be liable or responsible for any delays, delivery failures or any other loss or damage resulting from the transmission of information over communications networks and facilities, including the internet, nor shall we be liable or responsible for any loss or damage to any hardware, software or data arising from transmission of any e-mails or attachments by us (unless caused by our negligence).

5.3. We shall comply with the policies that we have implemented regarding the security of data and the transfer of documents by electronic means. As such, we may from time to time (where we consider appropriate in our sole discretion) encrypt or password protect e-mails and/or attachments sent by us. However, unless otherwise agreed in writing, you cannot assume that we will encrypt or password protect e-mails and/or attachments as a matter of course.

5.4. We shall not be liable or responsible for any loss or damage arising from our acting on instructions which appear to have originated from you, unless we are negligent in doing so.

5.5. If during the course of our provision of the Services you are provided with any password, user identification code or other log-in information, you must treat such as confidential and not disclose it to any other parties without our prior written consent.

5.6. If the communication relates to a matter of significance on which you wish to rely and you have any concerns about the possible consequences of electronic transmission, you should request a hard copy of such information from us.

6. Fees, disbursements and other charges (Lovewell Blake LLP)

6.1. Clauses 6.2 – 6.9 shall apply to Lovewell Blake LLP only.

6.2. Unless we agree in the Engagement Letter, or otherwise with you, to provide the Services on a fixed fee basis, our fees shall be calculated on the basis of time spent dealing with your matter. We will also take into account other factors, such as the complexity, value, importance and urgency of the matter, and may increase our fees to take account of these other factors.

6.3. Where we are charging on an hourly rate, different hourly rates may be charged for different types of work and according to the seniority of the fee earner involved. Time spent dealing on your matter will include (without limitation): communicating with you and others on your behalf in meetings, by letter, e-mail, fax and by telephone, considering and preparing documents such as tax returns, annual accounts and agreements, research, other correspondence, preparing attendance notes, instructing third parties on your behalf and preparing copies of documents for you.

6.4. Our hourly rates are normally reviewed quarterly but we reserve the right to amend the rates at any time.

6.5. Any fee estimate that we provide to you will not be binding as to final costs and will be an estimate only. You acknowledge that any estimate may change. An estimate is the view that we form initially of the likely fees, so cannot be exact in any event.

6.6. Any additional work outside the scope of the Services in our Engagement Letter will be charged on a time spent basis.

6.7. You authorise us to incur disbursements on your behalf where we consider necessary in connection with the Services. We will use our reasonable endeavours to consult with you prior to incurring material disbursements. These disbursements may include other expert’s fees, court fees, search fees and HMRC fees. These expenses are made at cost and we do not make any profit from them. Before we incur any disbursements, it is a strict requirement that you provide funds in advance to cover these expenses.

6.8. We reserve the right to charge you a fee for arranging bank transactions and postage services, travelling expenses, photocopying, printing and incoming and outgoing faxes.

6.9. VAT will be charged on all fees, charges, expenses and disbursements where applicable.

6.10. Details of fees, disbursements and other charges in respect of Financial Planning Services provided by LBFP shall be as set out in the relevant Engagement Letter.

7. Client monies

7.1. We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from our own funds. The account will be operated, and all funds dealt with, in accordance with the ICAEW’s Clients' Monies Regulations (“CMR”). Subject to the CMR, we will not be responsible for any loss arising from the insolvency of any bank where client funds are held or from any other action or event beyond our control, including governmental or other levies on bank accounts.

7.2. In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Barclays Bank Plc from time to time for small deposits, subject to the applicable minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

7.3. If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, or we jointly agree that a designated account is appropriate, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.

7.4. We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practice, then we may pay those monies to a registered charity of our choice.

7.5. Fees paid by you in advance for the Services to be provided and which are clearly identifiable as such shall not be regarded as client monies.

7.6. Where we hold funds for you or you grant us rights over your own bank or other account, we reserve the right to refuse to make a withdrawal in absence of written confirmation of your instructions.

8. Payment terms

8.1. Unless otherwise agreed in the Engagement Letter, we shall be entitled to invoice you for our fees, expenses, disbursements and other charges at appropriate intervals (as we may decide in our sole discretion from time to time) and on completion of the Services. Any invoice shall not be a final invoice in respect of disbursements, which may be delayed.

8.2. Unless otherwise agreed in the Engagement Letter, all fee notes or invoices are due for payment on presentation and shall be paid in pound sterling (£), in full and in cleared funds without deduction, set-off or counterclaim to a bank account nominated in writing by us for the purpose.

8.3. If you fail to pay an invoice, we shall be entitled to suspend or terminate the provision of Services until payment in full is received.

8.4. To the extent that we are permitted to do so by any applicable law, by professional guidelines or by regulatory rules, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

9. Payments on account

We may require you to make a payment to us on account of our fees, expenses, disbursements and other charges at any time in connection with the Services. If so, this amount must be paid prior to the commencement of the Services. The total fees may be more than the amount paid on account, but any money paid on account which is not required for our fees, expenses, disbursements and other charges will be refunded to you. You confirm that we will be entitled to deduct any fees, expenses, disbursements and other charges in respect of the relevant matter or any other matter where we are acting for you from any money on account.

10. Professional indemnity insurance

We maintain adequate professional indemnity insurance in connection with the Services. Our professional indemnity insurer is Aviva plc, Corporate and Speciality Risk, 20th Floor, St Helen’s, 1 Undershaft, London EC3P 3DQ. The territorial coverage is worldwide, excluding professional business carried out from an office in the United States of America or Canada.

11. Confidentiality

11.1. You shall not disclose any work provided in connection with the Services, including any advice, opinions or documents with any third party without our prior written consent, except as required by law, a court or authority of competent jurisdiction or other governmental or regulatory authority.

11.2. We will keep confidential any information which we acquire about you, and we shall not without your consent disclose such information to any third party nor use it for any other purpose other than to provide the Services and for the efficient administration of our client relationship.

11.3. Clause 11.2 shall not apply to information that:

11.3.1. is or becomes generally available to the public (other than as a result of breach of this agreement);
11.3.2. was available to us on a non-confidential basis before disclosure by you;
11.3.3. was, is or becomes available to us on a non-confidential basis from a person who, to our knowledge, is not bound by a confidentiality agreement with you or otherwise prohibited from disclosing the information to us;
11.3.4. the parties agree in writing is not confidential or may be disclosed;
11.3.5. is required to be disclosed to our professional advisers, auditors, insurers, external assessors or other external agencies who undertake business support services (such as typing and printing); and
11.3.6. is required to be disclosed by law, a court or authority of competent jurisdiction or other governmental or regulatory authority.

11.4. We may disclose any confidential information to any professional advisers that you or we engage, unless you notify us otherwise.

11.5. So long as we do not disclose your confidential information, you agree that we may mention (where appropriate) that you are or have been our client.

11.6. Neither we nor any of our Partners, employees, agents or contractors shall have a duty to disclose to you any information which comes to our attention in the course of carrying on any other business or as a result of, or in connection with, the provision of services to any other persons.

12. Documents and intellectual property

12.1. On completion of a matter and payment of all outstanding invoices, we shall return to you an documents provided to us for the purposes of providing the Services. We will deliver the documents to you (or a person nominated by you), or in the case of joint clients, to the joint client who has requested the documents.

12.2. We are entitled to make and retain copies of any documents or materials prepared by us or on our behalf or provided to us in connection with the Services. We will retain files (including correspondence and documentation) for a period of 7 years from the date of completion of the Services, unless there is a legitimate reason or we are required by any applicable laws or regulations to retain the documents for a longer period. Any files and papers, other than documents we have kept in storage, may be retained solely in electronic format. We reserve the right to destroy files without further notice to you in accordance with the retention policy set out in this clause. If you would like us to retain a particular document for longer, you must notify us in writing.

12.3. All intellectual property rights in or arising out of or in connection with any documents, advice and other works (in any form) that we have created or developed for you in the provision of the Services shall be owned by us. Subject to payment of our fees in full, we grant to you a non-exclusive, non-transferable, non-sublicensable licence to use, copy and modify such documents, advice and other works solely to obtain the benefit of the Services.

12.4. All intellectual property rights in any documents or materials that are pre-existing or not prepared by us shall be owned by the original owner.

12.5. You shall not use our name, logo or other trade marks without our prior written consent.

13. Complaints

13.1. Lovewell Blake LLP: If at any time you would like to discuss with us how our services to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by contacting the Partner who is responsible for the Services. We undertake to look into any complaint carefully and promptly, and to do all that we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything within our reasonable control to remedy it. If you feel that a complaint has not been properly addressed, or if you reasonably believe that the Partner responsible is not appropriate for the initial contact, please contact our Managing Partner, Colin Fish (or such other person appointed as Managing Partner from time to time), using their contact details on our website. If you are still not satisfied, you may take up matters with the ICAEW, Metropolitan House, 321 Avebury Boulevard, Milton Keynes MK9 2FZ.

13.2. Lovewell Blake Financial Planning Limited: LBFP’s complaints procedure is available on request or at: https://www.lovewell-blake.co.uk/lbfp-compliants-procedure.

14. Data protection

14.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. Clause 14 of these Terms of Business is in addition to, and do not relieve, remove or replace, a party's obligations under the Data Protection Legislation. For further information on how we use personal data and your privacy rights, please see our Privacy Policy here: https://www.lovewell-blake.co.uk/privacy-policy.

Clauses 14.2 and 14.3 will only apply if you are a non-consumer who has purchased or will purchase Services that are not Payroll Services from us.

14.2. Shared Personal Data. The provisions which follow out the framework for the sharing of Personal Data between the parties as Data Controllers. Each party acknowledges that one party (the “Data Discloser”) will regularly disclose to the other party (the “Data Recipient”) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:

14.2.1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
14.2.2. give full information to any Data Subject whose Personal Data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, Personal Data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
14.2.3. process the Shared Personal Data only for the Agreed Purposes;
14.2.4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
14.2.5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;
14.2.6. process no other Personal Data acquired in connection with this agreement other than the Shared Personal Data;
14.2.7. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
14.2.8. not transfer any Personal Data outside of the European Economic Area unless the following conditions are fulfilled:

• 14.2.8.1. the Data Subject has enforceable rights and effective legal remedies with regard to the transferred Personal Data; and
• 14.2.8.2. the transferring party complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred.

14.3. Mutual assistance. Both of us shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, we shall each:

14.3.1. promptly inform the other party about the receipt of any Data Subject access request;
14.3.2. provide the other party, at the other party’s cost, with reasonable assistance in complying with any Data Subject access request;
14.3.3. not disclose or release any Shared Personal Data in response to a Data Subject access request without first consulting with and obtaining the consent of the other party;
14.3.4. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation; and
14.3.5. at the written direction of any Data Subject, delete or return Personal Data and copies thereof to the Data Subject on termination of this agreement unless required by law to store the Personal Data.

Clauses 14.4 – 14.7 will only apply if you are a non-consumer who has purchased, or will purchase, Payroll Services from us.

14.4. The parties acknowledge that for the purposes of the Data Protection Legislation, when we provide the Payroll Services, you are the Data Controller and we are the Data Processor.

14.5. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purpose of this agreement.

14.6. We shall, in relation to any Personal Data processed by us in connection with the Payroll Services:

14.6.1. process that Personal Data only on your written instructions unless we are otherwise required under the laws of any member of the European Union or the laws of the European Union applicable to us to process Personal Data (“Applicable Laws”). Where we are relying on any Applicable Laws as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from doing so;
14.6.2. ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
14.6.3. ensure that all our personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
14.6.4. not transfer any Personal Data outside of the European Economic Area unless the following conditions are fulfilled:

• 14.6.4.1. the Data Subject has enforceable rights and effective legal remedies with regard to the transferred Personal Data;
• 14.6.4.2. we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
• 14.6.4.3. we comply with any reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data;

14.6.5. assist you, at your own cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with regard to security, breach notifications, impact assessments and consultations with any Supervisory Authority;
14.6.6. notify you without undue delay on becoming aware of a Personal Data breach;
14.6.7. at your written direction, delete or return Personal Data and copies thereof to you on termination of our engagement unless required by any Applicable Laws or there is a legitimate reason to store the Personal Data; and
14.6.8. maintain complete and accurate records and information to demonstrate our compliance with this clause 14.6 and allow for audits by you or a designated auditor appointed on your behalf (provided that such audit shall not take place more than once per year).

14.7. You consent to us appointing any third party (as may be decided from time to time in our sole discretion) to process Personal Data in connection with the Payroll Services. As between the parties, we shall remain fully liable for all acts or omissions of any third party processor appointed by us under this clause 14.7.

14.8.For further details on how we collect and use your Personal Data, please see the Privacy Policy on our website at: https://www.lovewell-blake.co.uk/privacy-policy.

15. Freedom of Information

If you receive a request under the Freedom of Information Act 2000 or other legislation for the disclosure of our work or other information provided by us to you, you shall notify us immediately of the request. You must ensure to consult with us regarding the request and take proper account of any grounds for challenging disclosure. You shall communicate in a clear, concise manner that we shall not have any duty of care or responsibility to any third parties for the disclosed materials or work.

16. Limitation of liability

16.1. Nothing in this clause shall exclude or limit liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or any liability which cannot be limited or excluded by any applicable laws.

16.2. We will not be liable for any indirect or consequential loss or damage, or any loss of profit, income, anticipated savings, opportunity, corruption of data, wasted management or staff time, production, accruals or damage to goodwill arising in any circumstances whatsoever, where in contract, tort, negligence, for breach of statutory duty or otherwise, howsoever caused.

16.3. Our total liability to you for any claim in contract, tort, negligence, for breach of statutory duty or otherwise, for any loss or damage, costs, other charges or any contractual or statutory interest, or fines howsoever caused arising out of or in connection with the Services shall be limited to the amount (if any) specified in the Engagement Letter.

16.4. We shall not have any responsibility for any works that fall outside the scope of the Services set out in our Engagement Letter.

16.5. You agree that Lovewell Blake LLP or Lovewell Blake Financial Planning Limited (as the case may be) will provide the Services to you under this agreement. You agree that you shall not bring a claim in contract, tort, negligence, for breach of statutory duty or otherwise against any Partners, members, officers, consultants, employees or agents of Lovewell Blake LLP or Lovewell Blake Financial Planning Limited (as the case may be). Such Partners, members, officers consultants, employees and agents assume no personal liability for the provision of the Services and shall be entitled to rely of these Terms of Business insofar as they limit or exclude liability.

16.6. We shall have no responsibility or liability for notifying you of, or the consequences of, any event or change in relevant law after the date on which we provided the Services.

16.7. We shall have no responsibility if you suffer or incur any loss or damage as a result of your failure (or the failure of third parties on your behalf) to:

16.7.1. provide the accurate, adequate or complete information to us in connection with the Services; or
16.7.2. act on our advice or respond to our communications or the communications of any third party (including tax authorities).

16.8. Please note that we will not notify you of changes to our bank details by e-mail, and you are not entitled to rely on any such e-mail. If you receive bank details by e-mail, please contact us to check to ensure the bank details are accurate. We will not be liable for any money that is lost as a result of you relying on using incorrect bank details.

16.9. This clause 16 shall survive termination of this agreement.

17. Cancellation, termination and suspension

17.1. If you are a consumer and this agreement is concluded away from our premises (for example, by phone, e-mail or via our website), you have the right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel this agreement within 14 calendar days of signing the Engagement Letter, or otherwise stating your acceptance of it, without reason. In order to exercise your right, you must inform us by making a clear statement of your decision to cancel, by e-mail to info@lovewell-blake.co.uk or 01603 663300 or by post to our registered office. Any notice to cancel must be provided before the cancellation period as expired. If you cancel this agreement, we will reimburse to you any monies held on account. If you have requested that we begin providing the Services during the cancellation period, you will be charged for any Services provided to you. You will lose the right to cancel if we have completed the Services within the 14 day cancellation period prior to you exercising the right to cancel.

17.2. Subject to clause 17.1, either party may terminate this agreement by giving notice in writing to the other.

17.3. Either party may terminate this agreement with immediate effect by giving written notice to the other party if:

17.3.1. the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
17.3.2. the other party (not being a consumer) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
17.3.3. the other party (not being a consumer) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
17.3.4. the other party (being a consumer) is subject to any bankruptcy petition, application or order, or, if the step is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
17.3.5. continuing to provide the Services would, or is likely to, result in (i) a breach of applicable law, regulation or professional requirement, (ii) our independence being compromised or (iii) a conflict of interest which cannot be resolved by way of appropriate safeguards.

17.4. We may terminate this agreement or suspend the Services with immediate effect by giving written notice to you if you fail to pay any invoice in accordance with our payment terms, you fail to provide or delay in providing adequate instructions, or we reasonably believe that you have provided incorrect, incomplete or misleading information to us or any third party (such as a tax authority).

17.5. If the provision of Services is terminated, you will be liable for any fees, expenses, disbursements or other charges arising or committed up to the date of termination, together with any fees or payments necessary in connection with the transfer of the matter to another adviser. All our rights set out in these Terms of Business shall continue to apply upon termination.

18. Our staff

This clause 18 only applies if you are not a consumer.

18.1. You undertake that you will not, at any time during the term of our engagement and for a period of six months thereafter (whether directly or indirectly, or in any capacity):

18.1.1. solicit or entice away, or attempt to solicit or entice away (or allow the same to be done) any member of our staff with whom you have been dealing in the period of 12 months prior to the termination of our engagement with you (a “Restricted Person”); or
18.1.2. offer employment to, enter into a contract for services of, or otherwise engage, any Restricted Person, or procure or facilitate in relation to such person, the making of any such offer

18.2. Each of the undertakings in clause 18.1 is considered fair and reasonable by the parties and shall be enforceable separately and independently of any person's right to enforce any one or more of the other undertakings contained in that clause.

18.3. The placing of an advertisement or a post available to members of the public generally shall not constitute a breach of the undertakings in clause 18.1, provided that you do not approach directly, or encourage or advise any third party, to approach a Restricted Person.

18.4. If you employ or engage a Restricted Person (whether directly or indirectly) in breach of clause 18.1, you agree to pay to us immediately on demand a sum equal to 30% of that Restricted Person’s annual remuneration package (including, without limitation, pay, holiday pay, commission, bonuses and any benefits in kind) paid by us to the Restricted Person prior to the termination of his or her engagement or employment with us.

19. Anti-Money Laundering

19.1. The law requires us to obtain satisfactory evidence of our clients. As such, we are required to undertake customer due diligence procedures for all clients for whom we act. In most cases, we will match your individual identity details against a number of data sources using an electronic identification system. On occasion, we may also request full ID documents, such as passport, driving licence or other documents confirming your identity and evidence of your current residential address, such as a bank statement or utility bill. With regard to corporate clients, customer due diligence procedures require that we carry out a company search and verify the identity of the directors and beneficial owners of the corporate body.

19.2. In order to comply with our legal obligations, we operate an anti-money laundering procedure. If we know or suspect that you (or any other person involved in the matter) are involved in money laundering or holding the proceeds of crime, we may be required by law to make a report to the National Crime Agency (NCA) (or any replacement or supplemental governmental body). In these circumstances, you acknowledge that we may be required to do so without any prior reference to you or your representatives, and we must stop work on the matter until authorised by the NCA to continue. You agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the NCA. Our requirements to make a report to the NCA override our duty of care to you. We do not accept any responsibility or liability for any loss, damage or expense (whether direct, indirect, consequential or otherwise) arising from any delay or otherwise as a result of making any reports to the NDA to ensure compliance with our statutory obligations.

20. General

20.1. Unexpected events. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

20.2. Assignment and other dealings.

20.2.1. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under this agreement. If you are a Consumer, we will provide you with written notice of our intention to exercise our rights under this clause, and we will ensure that your rights under this agreement will remain unaffected.
20.2.2. You will not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this agreement.

20.3. Entire agreement. This agreement constitutes the entire agreement between the parties relating to the Services and all matters to which it refers. This agreement replaces and supersedes any implied terms, previous drafts, agreements or other communications, whether made orally or in writing.

20.4. Variation. Except as set out in these Terms of Business or the Engagement Letter, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20.5. Waiver. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20.6. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

20.7. Notices.

20.7.1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Engagement Letter.
20.7.2. Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.
20.7.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

20.8. Third party rights. Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

20.9. Governing law. This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

20.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

May 2019 v1