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 https://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/lovewell-blake-financial-planning-complaints-handling-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.
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