Our Proposal together with the Terms and Conditions, forms an Agreement between you, the Client and us, the Supplier when we provide you with Services.
(1) “Additional Services” means Services which do not form part of a Proposal.
(2) “Agreement” means the agreement between you and us for the provision of Services incorporating these Terms and Conditions of business, any individual Proposal and any special terms and conditions which we agree in writing.
(3) “Client” means you, the business organisation that purchases Services from us.
(4) “Completion Date” means the date we deem that the Services which form part of an individual Proposal have been delivered by us.
(5) “Consumer” means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession as in section 2(3) of the Consumer Rights Act 2015.
(6) “Agreement” means the agreement between you and us for the provision of Services incorporating these Terms and Conditions of business, any individual Proposal and any special terms and conditions which we agree in writing.
(7) “Email” means submission of an email following a valid successful delivery receipt being retained by the sender either to the email address contained in the latest relevant Proposal or such other addresses as may be notified in writing by one party to the other.
(8) “Expenses” means the amounts incurred by us for accommodation, refreshments for participants and other agreed amounts as detailed within the applicable Proposal and which wholly relate to the Proposal for which they are being claimed.
(9) “Fee” means the agreed amount to be paid by you for our Services which will be specified within an individual Proposal and/or as otherwise agreed in writing.
(10) “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, invention, know-how, confidential information or process including, but not limited to, management process, technical, creative or artistic concept and/or design, right to extract or exploit information from a list of contact details or a database, any contact or database rights and any application for any of the above, and any other intellectual property right recognised in any part of the world, whether or not presently existing or applied for, which is held by the owning party.
(11) “Nominated Persons” means any individuals(s) within our respective organisations that the other party is required to contact or communicate with to submit information and documents or receive instructions and decisions to generally provide and receive the Services.
(12) “Personnel” means any person or organisation who is, or purports to be, working with or for you or supplying products and/or Services to you including, but not limited to, Nominated Persons, workers and employees.
(13) “Proposal” means the document describing the Services to be provided by us including an Order Confirmation in relation to any “off the shelf” programme which you purchase, including from our website at www.lawhound.co.uk. This may be in the form of an email to you.
(14) “Timeline” means the time that the parties would wish Services to be completed by, as specified within an individual Proposal.
(15) “Services” means the agreed professional Services to be supplied by us to you, as outlined in each Proposal, together with any associated products.
(16) “Supplier”, “we” or “us” means Law Hound Ltd a company registered in England and Wales, Company Registration number 06839202
Main E-mail address [email protected].
(17) “Working day” means any Monday to Friday inclusive, from 9 am to 5 pm, but excluding all public holidays in England and/or Wales, unless we agree in writing otherwise.
(18) Unless the context requires otherwise, reference to the singular includes the plural and reference to the masculine includes the feminine and vice versa.
(19) The headings contained in these terms and conditions are for convenience only and do not affect their interpretation.
2 ABOUT OUR SERVICES
(l)(a) We reserve the right to vary our Terms and Conditions with seven days’ written notice. The current Terms and Conditions subsisting at the time you place your order applying to the provision of all Services by us, will prevail over any other communication between us and can only be varied in an agreed written communication, including in any Proposal.
(b) By entering into an agreement with us you agree that you are a business organisation and are not a Consumer and any legislation which is only applicable to Consumers will not apply to our agreement with you.
(c) Where an individual is entering into an agreement on behalf of a business organisation, the business organisation confirms that they have the legal right to do so and will be bound by such agreement.
(2) We offer services based upon the information, data, materials, and anything which you and your personnel provide to us. You therefore agree and understand that:
(a) We are pleased to offer advice and support but, due to the nature of our Services which rely on your involvement and commitment, and that of your personnel (for whom you are responsible) any results are not guaranteed.
(b) Although we always use our best endeavours to try to complete our Services within any Timeline, we can only do this if you supply us with information as and when it is required.
(c) Accordingly, you agree and understand that we are not responsible if, as a result of our Services, you disregard any agreed or recommended action and/or you fail to take any agreed action recommended.
(3)(a) Details of the Services which we will supply are contained within the relevant Proposal.
(b) Proposals (or Quotations) are valid for a period of 7 days from provision before acceptance unless otherwise agreed in writing.
(c) Any additional services can be supplied at extra cost which will be either detailed in the relevant Proposal or as otherwise agreed between us.
(d) Services will be provided from our location or at any venue or venues specified within the Proposal. If you wish to cancel or wish to make any changes to any venue or for us to provide Services at a different venue, then you will be responsible for all of the third party costs associated with such cancellation and/or change.
(4) Please note that certain Services, may be subject to additional terms and conditions which will form part of any Proposal for such Services
3 FEES AND PAYMENT
(l)(a) The fees for the relevant Services are subject to VAT and are as shown on the relevant Proposal and
(i) Any agreed expenses will be shown in the relevant Proposal and, unless otherwise agreed, will be invoiced within 7 days of the date the expense is incurred. Where you cancel or reschedule our Services you are responsible for all associated expenses incurred.
(ii) Any Additional Services to be supplied must be agreed in writing between us and will be subject to additional cost, either as detailed in the relevant Proposal or as otherwise agreed between us.
(b) Where a payment schedule or other payment terms have not been specified on the Proposal or otherwise in writing, then all invoices are due for payment within 7 days of the date of the invoice.
(c) Any deposits paid are non-refundable.
(2) Unless specified otherwise in this clause or in the relevant Proposal, payment should be made in GBP by bank transfer using the details provided on the relevant invoice.
(3) Where payment or any part payment (such as one instalment of equal monthly instalments) due to us is overdue (such as if there are problems with the payment method or payment does not clear or is not made on time), then we reserve the right to
(a) Immediately cease or suspend the provision of any Services until we receive full cleared payment of the total balance outstanding and due from you. No rights will pass to you until we have received full cleared payment for all sums outstanding to us.
(b) Charge interest at the rate of 8% per annum from the date of invoice to the actual date of cleared payment of the outstanding amount, together with any statutory late payment penalty available. We may also recover reasonable costs including, but not limited to, legal costs and expenses incurred in obtaining payment.
4 CLIENT’S OBLIGATIONS
(1) To enable us to provide services to you, you will always:
(a) Co-operate with us, including co-operation from your personnel, within 4 working days from our request or such longer period that we agree to be reasonable by
(i) responding to emails and/or other communications and
(ii) providing any complete data, documents, information and/or materials, support, access to hardware and software (complete with passwords and any other relevant security information) and other facilities we determine to be necessary. Services will be provided appropriate only to data, information, documentation, access to hardware and software and anything which you provide to us.
(iii) where you have not responded to any emails and/or other communications or provided what we require to provide Services to you within 7 days of our communication or request, we reserve the right to pause our agreement on the understanding that we cannot be responsible for any resulting delays. Where this occurs, any payments due will still be payable in accordance with the Proposal.
(b)(i) ensure that any data, documentation, information, access to hardware and software and anything which you supply to us, in whatever format, will be complete, true, accurate and valid, will not breach any rights of any of your personnel nor any third party, whatsoever in nature (including, but not limited to, copyright or other intellectual property rights) and is not contrary to any law and you will neither omit nor withhold any data, information or documentation required nor change any data, information or documentation that would cause it to be, or appear to be, false or inaccurate and you will ensure it is virus-free. Furthermore, you specifically agree to notify us immediately if you become aware of any error or change in respect of anything whatsoever which you have supplied to us.
(ii) understand that it will always remain your responsibility to retain, as applicable, up to date copies and/or back-ups of anything which you supply to us or allow us access to (such as data or documentation) and, unless it specifically forms part of the relevant Proposal, it is not our responsibility to retain any copies or back-ups for you.
(c)(i) expressly give us permission to use any software, hardware and data applicable to the provision of the Services and
(ii) to give your permission to deal with the relevant third party providers and place reliance on the input from third party providers. For the avoidance of any doubt this includes our liaising with third party providers to obtain advice and follow instructions relating to the use of any software required to provide the Services and professionals who are already engaged by you.
(iii) obtain all and any permissions, consents and anything similar required prior to the supply of the Services (for example consent to access software or from joint owners or business partners). Unless specified in the relevant Proposal, you are responsible for any associated costs
(d) Grant us a non-exclusive, worldwide and royalty-free sub-licensable licence for the whole of any agreement between us, if applicable, to access, edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, copy, create derivative works from, distribute, perform, display and otherwise use anything which you provide to us as necessary solely for the purposes of operating and providing our Services to you.
(e) Comply with all and any agreement with any relevant third party providers which relates to the Services.
(f) Be solely responsible for
(i) any participation of and instructions, actions and/or omissions by your personnel
(ii) security and protection of your hardware, software and data
(iii) the use of any Services supplied and confirm that you will use the Services legally and only for the purposes that such Services are intended to be used, complying with all statutes and statutory regulations applicable to the Services and adhering to any applicable Professional Regulations or policies which relate to the Services
(g) Where applicable deal with our Nominated Persons.
(2) You will also comply with the relevant Proposal and all and any special terms contained within it. We may refuse to handle in any way data, information or documentation which we, in our absolute discretion, deem to be illegal, offensive or controversial, and in such circumstances, we reserve the right to terminate this agreement without notice.
(3) You undertake to indemnify and keep us fully indemnified at all times from and against any actions, proceedings, claims, demands, costs (to include, without prejudicing the generality of this clause, legal costs), awards or damages howsoever arising directly or indirectly as a result of any breach or non-performance by you of any of your obligations, undertakings or warranties as set out within this Agreement, Proposal or as otherwise agreed with you.
5 SUPPLIER’S OBLIGATIONS FOR PERFORMANCE OF SERVICES
(l)(a)(i) We will perform the Services to the best of our ability, with reasonable skill and care and to a reasonable standard in accordance with relevant recognised standards and codes of practice. Services are provided based on information provided by you and within the relevant Proposal
(ii) Our Services do not constitute any legal or financial advice and you are advised to take your own independent advice before making any decisions
(b) Timelines and limits provided are estimates only because we depend on your co-operation and input. Please see clause 4(1). We are committed to ethical business and we will use our reasonable endeavours to supply the Services within any estimates provided but we will not be liable for any consequences, expenses, damage or any loss whatsoever suffered because of any unavoidable or reasonable delay, including third party involvement and any failure on your part or where we, at our sole discretion, determine that the Services cannot proceed because it would be unethical or inappropriate to do so. Please also refer to clause 13(4) following.
(2) In order to effectively supply the Services, we reserve the right to suspend Services and to procure the services of any other persons and/or organisations with suitable skills and experience and use alternative venues as may be necessary from time to time.
(3) Where specified on any Proposal we deal with your Nominated Persons as we provide the services to you and we reserve the right to refuse participation or not to work with any specific individual.
(4) We make no warranty against electronic virus, worms or any other fault or defect or problems which may occur or as a result thereof, of anything we send to you.
(5) Except as expressly stated in this Agreement and any relevant Proposal, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Services to be provided by us.
(6) If we have specifically agreed to supply any data, information, report or documentation, they will be in whatever format and contain the information that we, in our sole and absolute discretion, deem appropriate.
(7) We reserve the right to include a reference to having provided Services to you (but not the exact nature of those Services) as part of any promotion and marketing of our business.
(1) Both of us agree that the data, documentation and information obtained from each other or about each other during the provision of the Services is confidential. However, you may share this with your legal or financial representatives on the basis that it is used only to provide advice to you, and they will comply with their own professional obligations regarding confidentiality.
(2) Other than to provide the Services, we both agree that we will not disclose to any third party, whether by ourselves directly or indirectly, by act or omission or through any other company, firm or person, or otherwise procure, cause or facilitate the disclosure of any confidential information or trade secrets belonging to the other party, save as agreed by both of us or as required by law or Court Order.
7 INTELLECTUAL PROPERTY RIGHTS
(1) Unless specifically provided for within the relevant Proposal, we retain all the Intellectual Property Rights in the Services and any information and/or results whatsoever produced as part of the Services.
(2) During the provision of the Services and, as applicable upon termination, subject to cleared payment having been made in full by you in accordance with the relevant Proposal, we grant you a world-wide, royalty-free, non-exclusive licence to use the Services and any results whatsoever produced as a result of the Services for the purposes they were purchased for.
8 CANCELLATIONS AND TERMINATION
(1) This Agreement will continue until terminated by either of us in accordance with our agreement.
(2) Where you have an issue regarding our Services which does or may amount to a complaint, you should formally advise us on written Notice, in accordance with clause 11(3), using our main email or postal address contained within the Proposal within 2 working days of any such issue arising and allow us 30 days to deal with such issue.
(3) If one party commits a material breach of this Agreement and either:
(a) The breach is not capable of being remedied; or,
(b) Where it is capable of being remedied, the breach has not been remedied within 30 days of written notice of the breach from the party who has not committed the breach, then the party who has not committed the breach may terminate the Agreement forthwith by written notice to the other party.
(4) Other than as provided for elsewhere within this clause 8, either party may terminate this Agreement (about to some or all of the Services) at any time, for any reason, by giving to the other 30 days’ written notice. However, where you terminate the agreement:
(a) Any payment which is due for Services supplied up to the date of termination remains payable.
(b) Any payment already made for deposit, pre-paid fees or Services supplied up to the date of termination is non-refundable.
(c) You remain responsible for the payment of any fees and non-refundable expenses agreed in respect of each Proposal which has not been fully paid for.
(d) Where we have agreed a minimum duration for the supply of Services you cannot terminate our agreement until that minimum duration has expired. This means, for example, that an agreement which has a minimum duration of 6 months cannot be cancelled until after the end of the 6 months. You can terminate a minimum duration agreement by giving us 30 days written notice, but you will still be liable to make payment until the minimum duration has expired.
(5) When your agreement with us terminates you are also responsible for payment due for any third party costs to which you have previously agreed.
(6) Any agreement will automatically terminate if either of us, as applicable; passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; ceases to carry on its business or substantially the whole of its business; is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
(7) We do not sell to Consumers and you agree that you do not purchase from us as a Consumer – please see clause 2(1)(b) nothing in these terms is intended to override the statutory rights of consumers.
9 LIMITATION OF LIABILITY
(1) Nothing in our Agreement shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our employees or agents.
(2) We will never be liable for any indirect, incidental or consequential loss or damage, including any economic loss or loss of profit or business whatsoever suffered by you or any third party howsoever caused, including because of any negligence, breach of contract, misrepresentation or otherwise.
(3) Unless specifically provided for on any relevant Proposal, time is not of the essence and timelines and limits provided are estimates only. Please see clause 5(1)(b)
(4) (a) Our Business Consultancy, DPO services, Cyber security, Data Protection, GDPR and IR 35 and HR consultancy Services are covered by our professional indemnity insurance. Your remedies for this work are limited to damages which in no circumstance whatsoever will exceed the sum of £350,000 (three hundred and fifty thousand pounds) being the maximum sum of our professional indemnity insurance in respect of a period of insurance/single claim.
(b)For all other Services and our Products, your rights and remedies are limited to damages (monetary payment) which you agree will never exceed 100% of the amount paid by you and received by us in respect of the order under which you claim or £20 where you have not made any payment (such as accessing free trials or products).
10 HELP, QUERIES AND NOTICES
(l)(a) Queries must be addressed in writing to Emma Thorpe, using our main email address or main postal address shown on the Proposal. We aim to respond within 7 working days of receipt. If any complaint may amount to a breach of our Agreement, then you must allow us 30 days to remedy that breach.
(b) You agree that you will not do anything which could restrict or inhibit our access for any examination following any complaint.
(2)(a) We both agree to attempt to settle any dispute in good faith.
(b) In the event of any dispute upon which we cannot reach a joint decision or agreement, unless clause Il(l)(a) takes effect, then the matter will be referred to an arbitrator to be nominated with our joint agreement. If there is no such joint agreement, such appointment will be allocated by the President for the time being of the Chartered Institute of Arbitrators and according to the provisions of the relevant Arbitration Acts in force at the time of any dispute. The decision of the Arbitrator shall be final and binding on all parties and we agree to share the Arbitration costs on a 50/50 basis. Alternatively, we may via joint agreement agree to substitute the appointment of an Arbitrator with a Commercial mediator to resolve the dispute formally on the same costs share basis as for Arbitration.
(3) Unless otherwise provided for within this Agreement or any relevant Proposal, Notices for us must be in writing by
(a) Email, using our main email or the email address on the relevant Proposal. Notices by email are deemed to have been received on the working day on which they were sent following a valid successful delivery receipt being retained by the sender OR
(b) Post using our main address, the addresses on the relevant Proposal, using a tracked postal service where the sender retains details of posting and a signature is obtained from or on behalf of the addressee. Notices by post will be deemed to have been received on the date that the relevant postal service obtains a record of receipt from or on behalf of the addressee.
(1) Any agreement between us can be executed in any number of counterparts, and on separate counterparts, each of which shall be deemed an original, but the agreement shall not be effective until each of us, the parties, have executed at least one counterpart.
(2) The counterparts of our agreement, any Proposal and all and any Ancillary Documents may be executed by electronic signature and delivery by electronic means by one party to the other and the receiving party may rely on the receipt of such document so executed and delivered as if the original had been received.
(1) Assignment – You specifically agree that you cannot transfer, sell or share any rights in any way and nobody else can benefit but you without our express written consent.
(2) Third party rights – Nothing in our Agreement is intended to give any benefit to any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce any Agreement with us.
(3) You agree that nothing in our Agreement will be deemed to create any partnership, joint venture or agency relationship between us.
(4) Force Majeure — We will not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control including, but not limited to, acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and we are entitled to a reasonable extension of our obligations.
(5) Waiver – Nothing in our Agreement and no express or implied waiver by us in enforcing any of our rights shall prejudice our rights to do so in the future.
(6) Invalidity -Each clause or any part of our Agreement is to be regarded as independent of the others. This means that should any clause or any part of our Agreement be found to be unenforceable or invalid, it will be severed and will not affect the enforceability or validity of the rest of our Agreement.
(7) Governing Law and Jurisdiction – Our Agreement shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts. However, it is agreed between the parties that any disputes will be settled by either commercial mediation or Arbitration only.