Terms of Business

1. Definitions

In these Terms of Business:

We/Legal Edge means Legal Edge LLP, registered in England with number OC373131 and with its registered office at 68 Hill Brow, Bickley BR1 2PQ.

You/Customer means the Legal Edge customer specified in the Engagement Letter

Contract means the contract between Legal Edge and the Customer for the supply of Services in accordance with the Engagement Letter and these Terms of Business and as otherwise agreed from time to time

Engagement Letter means any letter issued to you confirming acceptance by Legal Edge to provide the Services to you

Services means the consultant in-house legal services provided by Legal Edge to you in accordance with your instructions or the instructions of those authorised by you and/or any scope of works agreed between the parties and as may be more specifically set out in the Engagement Letter or otherwise agreed with you

2. Basis of the Contract and Services

2.1 Legal Edge will provide you with an Engagement Letter setting out the Services to be provided to you. Any changes or addition to the Services will be agreed with you.
2.2 We will provide the Services on the basis of information and instructions given to us by you and/or others authorised by you. You should not assume any knowledge of facts of your business on our part. As your consultant in-house legal adviser we are deemed to be under your supervision and control, reporting to the person specified in the Engagement Letter or otherwise agreed with you. If your instructions, any reporting lines or relevant circumstances change, you should notify us as soon as practicable.
2.3 The Services will be performed at either your place of business or at Legal Edge's offices or as otherwise agreed. When the Services are to be performed at your premises you will provide Legal Edge, its employees, agents, consultants and sub-contractors, with access to your premises, office accommodation and other facilities as may reasonably be required by Legal Edge.
2.4 You should ensure that all relevant information, instructions and documents are provided to us at the commencement of the Services or as soon as they are available. By giving us clear instructions (and all relevant documentation) throughout our engagement, with as much detail as is available to you, you will greatly assist us to provide the Services efficiently and within the parameters of our agreed engagement. If you are aware of any time limits that may be applicable, please immediately advise us. In particular, you agree that you shall:
- 2.4.1 keep us promptly informed of any proposals or developments in your business relevant to our engagement;
- 2.4.2 provide us promptly with all further information and documents that appear to be relevant to our work on your affairs; and
- 2.4.3 let us know about any relevant changes (or intended changes) to your business so that the implications of such changes on the engagement can be assessed.

3. Conflict of Interest/Confidentiality

3.1 We will endeavour to establish at the outset that no conflict of interest exists. If you have any reason to think one may exist, you should immediately advise us in writing. If you or we become aware of a possible conflict, we may be required to cease to provide the Services. You will remain responsible for our fees for the period up to the date on which we cease to provide the Services.
3.2 It is our policy to treat all Customer information and documents as confidential and to protect such documents from disclosure to other customers or third parties. However, in providing our Services to you it may be necessary for us to disclose some of this information to third parties as set out in clause 6.2 and you agree to the disclosure by us of this information for such purposes.

4. Fees/Estimate

4.1 You will be billed for the Services in accordance with the fee rates agreed between the parties and as set out in the Engagement Letter. Any changes to the fee rates will be agreed in writing and will take effect from the agreed date. Any expenses, including without limitation couriers, travel expenses and mileage (other than local travel), hotel and subsistence costs and other costs/disbursements, will be additionally charged at cost (with VAT where applicable).
4.2 Any estimates of our fees will be based upon the instructions and information given by you and our provisional view of the likely cost of providing the Services. Estimates will always be subject to review if the nature and/or amount of the Services changes as the instruction proceeds. Where possible we will provide you with a written updated estimate of fees and expenses as soon as it appears to us that an estimate needs revision. Unforeseen complications or developments may have fee implications and you should notify us of these as soon as you are aware of them.
4.3 Where it is appropriate we are also happy to provide fixed or capped fee quotations based upon the instructions and information given by you and our view of the likely cost of providing the Services. Where a fixed or capped fee quotation has been given this should be read subject to the specific terms of the applicable Engagement Letter. Fixed and capped fee quotations will, however, be subject to review in accordance with the terms of the Engagement Letter and in any event if the nature of the Services or the contemplated time scale changes materially as engagement proceeds.
4.4 Instruction of specialist law firms, counsel and other professional advisors will only be carried out when required and with your prior agreement and approval. You will then be liable for payment of their fees on demand.

5. Payment Terms

5.1 We will invoice on a monthly basis for Services incurred during that month or as set out in the Engagement Letter. Invoices issued by us are due for payment upon receipt. We reserve the right to charge interest at 4% over the base rate of Bank of England, or such higher rate as is allowed by statute, on all sums outstanding in excess of 30 days from the date of issue.
5.2 All queries about our fees must be raised in writing within 14 days of the invoice being issued, otherwise it will be deemed to be accepted as a reasonable charge for the work done.
5.3 We reserve the right to suspend and/or terminate provision of the Services should fees remain outstanding over 60 days. We will tell you if we decide to suspend and/or terminate our Services in these circumstances. If we terminate our Services for any reason, the fees and expenses incurred up to that date and remaining unbilled will then be invoiced to you.

6. Data Protection and Credentials

6.1 The Data Protection Act 1998 requires us to advise you that your particulars are held on our database. You agree that we may from time to time use these details to send you information (whether by email or otherwise) that we think might be of interest to you.
6.2 Personal data, information and documents (Information) which you provide to us or which we otherwise handle in relation to you may be both confidential and subject to the Data Protection Act 1998. In providing the Services to you it may be necessary for us to disclose some of this Information (including Customer information as described in clause 3) to third parties, for example to other professional advisors, our auditors, regulators and insurers, as well as to government agencies. We may also be required to disclose such Information by law or court order. You agree to the disclosure by us of this Information for such purposes.
6.3 In so far as the Information is already publicly available, we may from time to time include your name and a brief factual description of the Services that we have provided to you on our website, our Intranet, in our Customer lists and in relevant sections of any proposals and tender documentation. Please let us know if you would prefer that we do not do this.

7. Communication by e-mail

7.1 We usually communicate by e-mail and (unless advised otherwise by you) you consent to us sending and receiving e-mails to/from you and third parties pursuant to this engagement.
7.2 You also recognise and accept that communication by e-mail is neither secure nor error free. E-mails and their attachments may be delayed, corrupted, intercepted, changed or otherwise lost for reasons outside our control. We shall not be responsible for any loss or claim arising out of or in accordance with the sending or receipt of e-mails and attachments whether by you, us or any third party in connection with this engagement except to the extent that any losses or claim are caused by our negligence or wilful default.

8. Force Majeure

8.1 In this Agreement, Force Majeure Event shall mean any cause, event or contingency beyond our reasonable control including acts of God, outbreaks of hostilities, riots, civil disturbances, fire, explosion, flood or severe weather, power failure, failure of telecommunications lines (including IT/data links), theft, and/or malicious damage.
8.2 If we are prevented or delayed in carrying out any of our obligations under any engagement by a Force Majeure Event we shall use all reasonable endeavours to mitigate the effects of such Force Majeure Event but we shall not be under any liability to you for any losses howsoever caused as a result of such Force Majeure Event.

9. Limitation of Liability

9.1 The aggregate liability of Legal Edge, its directors, consultants, agents, sub-contractors and employees for all losses, including without limitation for negligence, breach of contract, misrepresentation or otherwise on its or their part in relation to any Services we perform under the Contract shall not exceed the amount paid or payable for the relevant Services.
9.2 Subject to clause 9.5 below, all liability for the following is hereby excluded:
- 9.2.1 any loss or damage which does not arise as a direct and natural consequence of the default in question, including indirect, special, exemplary, punitive or consequential loss or damage;
- 9.2.2 loss of profits;
- 9.2.3 loss of anticipated savings;
- 9.2.4 loss of revenue or business;

in each case whether arising from negligence, breach of contract or otherwise, even if we have been advised of the possibility of such loss or damage arising.

9.3 We will not be responsible for any loss or damage to you resulting from inadequate, incomplete or erroneous information supplied by you or on your behalf. Unless we agree otherwise and so consent in writing, the Services are provided to the Customer with whom we have entered into an Engagement Letter of which these Terms of Business form part and we shall be under no liability to any third party in respect of the Services provided to you.

9.4 Except as set out in these Terms of Business, all warranties, representations, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.5 Nothing in any Engagement Letter or these Terms of Business excludes or limits in any way whatsoever the liability of Legal Edge or its directors, consultants, agents, sub-contractors and employees for:

9.5.1 death or personal injury caused by the negligence of Legal Edge, its directors, consultants, agents, sub-contractors or employees; or
9.5.2 fraud or fraudulent misrepresentation; or
9.5.3 any other liability that cannot be excluded or limited by law.

10. Miscellaneous

10.1 These Terms of Business apply to any Services performed by Legal Edge, subject to any variation agreed between the parties in any Engagement Letter or otherwise.
10.2 In the event of any conflict between any Engagement Letter and the Terms of Business, the Engagement Letter shall prevail.
10.3 Neither party may, without the prior written consent of the other party, assign, transfer or sub-contract all or any of its rights or obligations under the Contract.
10.4 A person who is not a party to the engagement shall have no rights (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any of its terms.
10.5 All advice, documentation, etc. that we provide to you is for your sole use and must not be communicated to any third party. We accept no responsibility to any third party for any aspect of our Services or work.
10.6 The Contract sets forth the entire agreement between the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matters hereof. Neither party shall be entitled to rely on any agreement, understanding or arrangement that is not expressly set forth herein.
10.7 The parties to this Contract are independent contractors. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership, joint venture or employment relationship of any kind between the parties, nor constitute any party an employee or the agent of another party for any purpose. No party shall have authority to act as employee or agent for the other party in any way, unless otherwise agreed in writing.
10.8 Legal Edge staff are assigned to you on the understanding that, unless agreed otherwise in writing, you will neither employ or work with them independently of Legal Edge within the 12 month period following the end of our engagement. If you do employ or work with such person within such period, Legal Edge reserves the right to charge you a fee of 25% of such person's annual salary/earnings (plus benefits) plus VAT.

11. Term and Termination

11.1 This Contract commences on the date of the Engagement Letter or the date on which you first instruct us to provide Services, whichever is earlier. You acknowledge that you accept the terms of this Contract by signing and returning a copy of the Engagement Letter or by instructing Legal Edge to provide Services to you. The terms of this Contract apply retrospectively to any Services provided prior to your acceptance of their terms.
11.2 Either party may, by written notice, terminate the Services with immediate effect (and without any notice) if the either party commits a serious breach of, or persistently breaches, any of his obligations under the Contract.
11.3 Either party may terminate the Services at any time by giving one month's prior written notice to the other or as otherwise specified in the Engagement Letter.
11.4 Upon termination of the Services for any reason, all fees and expenses incurred up to the date of termination and remaining unbilled will be immediately due and payable.
11.5 Any provision of this Contract which expressly or by implication is intended to continue in force after termination of the Contract including without limitation clauses 3, 6 and 9 shall remain in full force and effect.

12. Governing law and Jurisdiction

12.1 The Engagement Letter/s and these Terms of Business shall be governed by English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts.