1
These
terms apply to all services provided by Egos Legal Limited and Egos Consultancy
Limited, or otherwise under the mark 'egos'.
2
Where
appropriate, as soon as an Assignment is accepted we will
summarize to you in writing its terms and anticipated timescale.
3
We
will carry out all such Assignments as we may accept from you to the best of
our professional ability, and within such timescale as may be agreed with you.
We are legal advisers, not tax advisors, and our services do not include the
giving of tax advice.
4
You
will cooperate with us, and will make available to us
such information (and the cooperation of such staff) as we in our opinion
require, so far as is necessary to enable the Assignment to be performed.
5
By
accepting an Assignment, we warrant to you that we have no existing obligations
which might interfere with our ability to give you true unbiased and
independent advice, and that we have no interest in the subject matter of the
Assignment adverse to yours.
6
We
will keep confidential all information and documents relating to your business
disclosed to us by you in the course of carrying out an Assignment,
and will continue to do so after the Assignment has ended.
7
Data
Protection:
a. In this clause:
1. To the
extent the UK GDPR applies, the law of the United Kingdom or of a part of the
United Kingdom.
2. To the
extent EU GDPR applies, the law of the European Union or any member state of
the European Union to which the Supplier is subject.
ii. Applicable
Data Protection Laws: means:
1. To the
extent the UK GDPR applies, the law of the United Kingdom or of a part of the
United Kingdom which relates to the protection of personal data.
2. To the
extent the EU GDPR applies, the law of the European Union or any member state
of the European Union to which the Supplier is subject, which relates to the
protection of personal data.
iii. EU GDPR:
the General Data Protection Regulation ((EU) 2016/679).
iv. UK GDPR:
has the meaning given to it in the Data Protection Act 2018.
i. comply
with all applicable requirements of Applicable Data Protection Laws; this clause is
in addition to, and does not relieve, remove or replace, a party's obligations
or rights under Applicable Data Protection Laws
ii. treat
Personal Data provided by the other as confidential information, and use it so
far as necessary for the proper performance of any Assignment, but not further
or otherwise
iii. ensure
that, in relation to any Personal Data to be provided to the other, it has all
necessary appropriate consents and notices in place to enable lawful transfer
of that Personal Data, for the duration and purposes of this agreement
iv. provide adequate and timely privacy notices to Data
Subjects.
c. The nature of
the relationship constituted by these terms and any Assignment is such that the parties envisage that each party will be a controller; they will not be joint
controllers; and that neither will be in
the position of processor in relation to the other.
8
We
will carry out the Assignment ourselves, and will not
delegate to or disclose information to others without your specific consent.
9
All
documents provided to us by you in connection with an Assignment shall remain
your property and shall be returned on demand.
10
Copyright
in all documents drafted by us ('the Documents') for you shall remain vested in
us.
a. Upon payment of our fees you
(including any subsidiary company, and any company of which you yourself are a
subsidiary) are granted a non-exclusive license without further charge to use
the Documents without amendment for the purposes of your business.
b. We accept no responsibility for any
amendment to the Documents unless approved by us.
11
Unless
otherwise agreed, we shall be entitled to be paid at our current hourly rate
(plus VAT where applicable) for all time directly attributable to the
Assignment, together with all directly attributable expenses.
a. Where these expenses include travel
by rail this may be at first class fare, and where by
air at club/business class rates.
b. Unusually large expenses are payable
in advance if so requested by us.
c. Hourly rates are reviewed annually
on 1st January in each year.
12
Our
fees are due on presentation of invoice.
a. Interim invoices may be submitted
for payment whilst an Assignment is still current.
b. The provisions
of the Late Payment of Commercial Debts (Interest) Act 1998 shall apply, and we shall not be bound to
continue with an Assignment whilst an invoice remains outstanding.
13
We
will accept no payment or benefit from any party other than you in connection
with the Assignment.
14
We
will not hold or receive money for you or on your behalf.
15
An
Assignment may be terminated by you at any time.
a. On termination, we will be entitled
to be paid on the hourly basis as set out herein, or the specific fee agreed
for the Assignment, whichever is the less.
16
We do not exclude or limit liability where it would not be lawful
to do so.
a. If you incur any expenses, damages,
losses or liabilities whatsoever (including legal fees), in connection with or
arising from the provision of our services, whether in contract, tort or
otherwise and it is found that we are liable to you, as a result, then our
total aggregate liability to you shall, in no circumstances, exceed the sum of
£1 million. We (and our partners, members, employees, consultants,
subcontractors or agents) will not (under contract or tort, statute, negligence
or otherwise) be liable for:
i. any indirect or consequential loss;
ii. any of the following types of loss,
whether the loss is direct, indirect or consequential:
iii. loss of profit,
iv. loss of business, loss of chance;
v. loss of revenue; or
vi. loss of any anticipated saving or benefit
that you or any other person may suffer as a result of or in connection with our agreement to provide
our services to you.
b. Our duty and liability is
to you and no one else.
c. Our liability to you will be limited to
an amount which represents our proportionate share of responsibility for any
loss that you may suffer, taking into account any contribution to, or
responsibility for, the loss by you, your agents and employees and any other
person liable to you (regardless of any inability on your part to enforce a
claim against such other party due to limitation, a lack of means, reliance by
that other part on an exclusion or limitation of liability or otherwise).
d. If you have agreed with anyone to any
exclusion or limit of liability that affects our ability to claim a
contribution against such person, our liability to you is reduced by the amount
for which we would have been entitled to claim from such other person.
17
Any
liability or remedy for innocent or negligent misrepresentation is expressly
excluded.
18
These
terms and any agreement pursuant to them shall be governed by English law and
the Courts of England shall have exclusive jurisdiction in relation to any
matters arising under it.
©
Egos Consultancy Ltd – ecl@egos.co.uk 1994 – 2024 - All rights reserved