GENERAL TERMS AND CONDITIONS OF BUSINESS
Any reference in these terms to the “firm” or “us” means Heytesbury Corporate LLP and “we” and “our” shall be
construed accordingly. “You” or “you” means the person who is our client, or if there is more than one person,
those people who together are our client.
1. FEES
a. At the outset of a matter we will agree the basis on which we will charge you and the
engagement letter will set out arrangements concerning our fees.
b. Fixed fee quotations are for the Services specifically described in our engagement letter to you
and we are entitled to charge in full for all work undertaken which does not fall within such
description.
c. Fee estimates or quotations (unless they are expressly stated to be “fixed fee”) are bona fide
estimates and do not affect our right to charge in full for all work actually undertaken. You will
be notified in writing if there is a need to materially vary or update an estimate.
d. All fees, are quoted net of VAT which is payable in addition.
e. We may charge for work on any matter which does not proceed to completion, unless we have
agreed otherwise.
2. EXPENSES AND OTHER CHARGES
a. We may incur expenses or disbursements. Depending on their nature, they may or may not be
subject to VAT.
b. We may make a separate charge for electronic payments, photocopying, scanning, printing, fax,
travelling costs and similar expenses. Administrative charges may be added to these costs and
expenses, which will appear on your invoice under ‘Other Charges’ and will be subject to VAT.
c. We will consult you before we incur any significant expenses on your behalf. We may require
advance payment from you before we incur expenses. If we do not require advance payment,
we may invoice you for the expense at any time.
3. PAYMENT TERMS
a. Our invoices are payable immediately on presentation.
b. If payment In full is not received within 28 days of the invoice date we may charge interest
thereafter on a daily basis at the rate of 2% per month on the balance outstanding until payment
in cleared funds both before and after judgment.
c. We reserve the right, as a condition of continuing with an instruction, to require an advance
payment on account of fees and/or expenses (together with anticipated VAT).
4. DOCUMENTS AND FILES
a. When a matter has been completed and all fees paid, we will return to you, at your request, any
documents you have provided in connection with that matter and any other papers to which
you are entitled.
5. INTELLECTUAL PROPERTY RIGHTS
a. You acknowledge that you will not acquire any rights (including, without limitation, copyright
and all other forms of intellectual property rights) in the documents (including software routines
embedded therein}, know-how or other advice or information (together “the Service Product”)
that we provide to you in the course of providing the Services.
Heytesbury Corporate LLP – Terms & Conditions
6. RELIANCE BY THIRD PARTIES
a. The Services and Service Product is provided to you for the purpose indicated by your
instructions and must not be relied on or used for any other purpose or disclosed to, relied on
or used by any third party (save for purposes indicated by your instructions) without our prior
written permission.
7. COMMUNICATION
a. Unless you otherwise request we may, in the course of providing the Services, communicate via
e -mail over the Internet with you and other persons. You accept the security and other risks
involved in such communications (including, but not limited to, the risk that such
communications can fall Into the hands of third parties and/or can be delayed or subject to
transmission error and/or the spread of viruses). We do not accept any liability for such risks
and if you find the risks involved unacceptable then you should advise us, in writing in advance
of the provision of the Services, not to use email as a method of communication in connection
with the Services.
8. TERMINATION
a. Once instructed we will normally continue to act for you until its conclusion. If you or we decide
that we should no longer act for you, you are responsible for the cost of all work done and all
expenses incurred on your behalf, until the notice of termination takes effect. You will also be
responsible for any fees and expenses arising from our ceasing to act for you or the transfer of
the work to another adviser of your choice. We will be entitled to keep all your papers and
documents whilst there is money owing to us.
b. This Agreement shall not be terminated for a breach of contract which is capable of rectification
unless the party in default has failed to rectify such breach after being given not less than 14
days notice In writing to do so provided always that we shall not be prevented thereby from
suspending performance of our obligations during such notice period where the breach by you
is non-payment of sums due to us (including fees and/or expenses requested on account).
c. If either party hereto, being an individual(s), shall make an offer to make any arrangement or
composition with creditors or commit any act of bankruptcy or if any petition or receiving order
in bankruptcy shall be presented or made against a party (or any person comprised in a party)
or; if in the case of a party, being a company or limited liability partnership, any resolution or
petition to wind it up (other than for the purposes of a solvent reconstruction or amalgamation)
or for an administration order in respect of it shall be passed or presented, or if a receiver of its
property undertaking or assets (or any part thereof) shall be appointed or if any analogous
procedure shall be taken in respect of a party in any jurisdiction or If it shall commit any breach
of its obligations hereunder (including, without limitation, a failure by you to comply with clause
(c)), then, and in any such case, the other party may forthwith (and without prejudice to any
accrued rights and any other of its rights or remedies but subject to clause 9.b)) suspend or
determine this agreement (in whole or part) or any unfulfilled part thereof.
9. LIABILITY OF THE FIRM – OUR DUTY OF CARE
a. The instructions you have given us create a contract for our provision of services to you. We
have a duty to work for you with reasonable care and skill.
b. There is no contract between you and any member, employee or consultant of the firm
notwithstanding any failure by them to specifically mention that they are acting on behalf of the
firm at any relevant time. Any advice given to you or any other work done for you, by one of our
members, officers, employees or consultants (our “Associates”) is given or done by that person
on our behalf and not in his or her individual capacity. No such person assumes any personal
responsibility to you for the advice or work.
c. You agree that if, as a matter of law, any of our members, officers, employees or consultants
would otherwise owe you a duty of care that duty is excluded from our contract with you. You
agree that you will not bring any claim against any of our members, employees or consultants
Heytesbury Corporate LLP – Terms & Conditions
for any matter arising in any way out of providing the services to you.
d. Accordingly, any claim you wish to make can only be made against the firm and not against a
partner, employee or consultant of the firm.
10. PRIVACY AND DATA PROTECTION
a. Unless the context otherwise requires, words and phrases in this paragraph shall have the
meaning given to them by the Data Protection Legislation.
b. During the Engagement we may process on your behalf any personal data you have provided to
us (“Personal Data”) for the provision of the Services and/or for our internal business purposes.
The type of Personal Data processed pursuant to this Engagement, including the subject matter,
duration, nature and purpose of the processing, and the categories of data subjects, are as as
outlined in our privacy statement which can be accessed via
https://westendcorporate.com/privacy-policy.
c. Each party warrants to the other that it has complied with, and undertakes to continue to
comply with the Data Protection Legislation at all times.
d. You warrant that where necessary you will have obtained the appropriate consent from all data
subjects whose Personal Data is shared with us, or otherwise be lawfully entitled to share it with
us, pursuant to this Engagement.
e. With respect to any Personal Data processed pursuant to this Engagement by us on your behalf,
we shall:
i. only process the Personal Data in order to provide the Services and shall act only in
accordance with this Engagement and your written instructions issued from time to
time;
ii. implement any additional technical and organisational measures, as agreed with you, to
ensure a level of security appropriate to the risks that are presented by the processing
carried out pursuant to this Engagement;
iii. take reasonable steps to ensure the reliability of any of our staff who have access to the
Personal Data and ensure that anyone who accesses it shall respect and maintain all due
confidentiality;
iv. as soon as reasonably practicable upon becoming aware, notify you of any incident of
unauthorised disclosure of or access to any Personal Data caused by any of our staff or
sub-processors;
v. provide such assistance as you reasonably request (taking into account the nature of
processing and the information available to us) in relation to (a) your obligations under
the Data Protection Legislation to respond to requests from any data subject seeking to
exercise its rights under Chapter III of the GDPR where you are unable to respond to a
request yourself and (b) your obligations under Articles 32 – 36 of the GDPR; and
vi. as soon as reasonably practicable following termination or expiry of this Engagement,
delete or return to you (at your direction) all Personal Data processed pursuant to this
Engagement, other than to the extent that we retain Personal Data to comply with our
legal and professional obligations or we are otherwise permitted to do so under the
Data Protection Legislation.
f. To the extent any processing of Personal Data takes place in any other third country outside the
EEA, we shall put in place appropriate legal safeguards as recognised under the Data Protection
Legislation.
g. It is also a term of the Engagement that any Personal Data supplied by us to you about our
employees and/or any third parties may only be used for the express purposes for which that
information is provided to you.
h. We may from time to time use the contact details you and your representatives have provided
to us to send invitations, marketing materials, updates or other publications that we feel may
be of interest and to organise associated events as well as business meetings. Should any
individuals not wish to receive marketing communications, please notify your contact at
Heytesbury Corporate LLP.
Heytesbury Corporate LLP – Terms & Conditions
i. You agree that we are required to undertake various checks for the purposes of verifying your
identity. We may check your details against any database (public or otherwise) to which we may
have access. You agree that a record of any check undertaken will be retained.
11. CONFIDENTIALITY AND MONEY LAUNDERING
a. We keep your information passed to us by you in confidence in the course of our providing the
services and will not disclose it to third parties except as authorised by you or required by law.
b. In particular, recent legislation on money laundering and terrorist financing has placed solicitors
under a legal duty in certain circumstances to disclose information to the Serious and Organised
Crime Agency (“SOCA”). If we know of or suspect money laundering or terrorist financing in the
course of professional work, we may be required to make a disclosure to SOCA. In some
circumstances we may be prohibited by law from continuing with a transaction without the
consent of SOCA. In such circumstances we shall have no liability to you for any such delay and
you will indemnify us against any claims made by third parties as a result thereof. We shall not
be required to inform you that a disclosure has been made or the reasons for it or the reasons
for any resulting delay in your matters. We shall not be liable for any loss or damage incurred or
suffered by you as a direct or indirect result of a disclosure to SOCA made in good faith.
c. We may at any time require you to provide information and documents (including any such to
verify your identity) to enable us to comply with our obligations relating to money laundering.
We may refuse to provide or continue the provision of the Services until such information and/or
documents are provided to our satisfaction and in the case of delay on your part in complying
with this obligation we may terminate this agreement with you.
d. You are asked to note that we may make use of electronic data sources in order to establish
your identity or credit status. Such searches may also be made to establish the identity of
officers, members and shareholders of corporate entities or partnerships and, in the case of
trusts, the trustees and/or beneficiaries.
12. EQUALITY AND DIVERSITY
a. We are committed to promoting equality and diversity in all of our dealings with clients, third
parties and employees.
13. ANTI-BRIBERY
a. You shall and shall procure and ensure that all of your employees, servants, agents and sub
contractors will:
i. Comply with all applicable laws, statutes, regulations and codes relating to anti-bribery
and anti-corruption including but not limited to the Bribery Act 2010 (and any
amendments thereto) (“Relevant Requirements”);
ii. Not engage in any activity, practice or conduct which would constitute an offence under
sections 1, 2, or 6 of the Bribery Act 2010 if such activity, practice or conduct had been
carried out in the UK;
iii. (If you are a business) have and maintain in place your own policies and procedures to
ensure compliance with the Relevant Requirements, and will enforce them where
appropriate; and
iv. Promptly report to us any request or demand for any undue financial or other advantage
of any kind received by you in connection with your instructions to us.
b. Without prejudice to any other rights or remedies we may have we may cease acting for you on
written notice if you breach this clause.
14. GENERAL
a. These terms and any engagement letter from us to you which incorporate these terms together
form the whole agreement (“the Agreement”) between the parties in relation to the subject
matter hereof and replaces any previous agreement or arrangement in respect of the same
subject matter. You warrant that in entering into this Agreement you have not relied on any
Heytesbury Corporate LLP – Terms & Conditions
representation made by or on behalf of us except for any such representation which is expressly
set out in this Agreement.
b. The terms of this Agreement cannot be changed save by a written agreement signed by a
member of the firm and by you.
c. In construing this Agreement the following provisions shall apply:
i. if “you” consist of more than one person, corporation or entity then their obligations
hereunder shall be joint and several;
ii. the parties acknowledge that any person described or held out as either a “member” or
“partner” of the firm is a “member” of the firm within the meaning of Section 4 of the
Limited Liability Partnerships Act 2000; and
iii. clause headings are for ease of reference only and shall be ignored.
d. It is not intended that any term of this Agreement shall be enforceable solely by virtue of the
Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Agreement
save by our Associates.
e. All notices given hereunder shall be in writing and given in the case of you to your last known
address and in the case of us at our registered offices or at such other address as either party
may have notified in writing for that purpose. Notices may be served by personal delivery, first
class registered or recorded delivery post or by facsimile transmission. Any notice given by post
shall be deemed to be received by the party to whom it was given 48 hours after posting
(excluding Saturdays, Sundays and UK bank and public holidays). Notices given by facsimile shall
be deemed to have been given 1 hour after successful transmission thereof (excluding hours
between 6pm and 9am and Saturdays, Sundays and UK bank and public holidays).
f. Rights under this Agreement are not affected if a party does not enforce, or delays enforcing,
any of these.
g. We may assign our rights under the Agreement in whole or in part at any time and shall notify
you in writing of such assignment. Our arrangements for providing the Services may include the
use of sub-contractors. You may not assign or otherwise deal with your rights under this
Agreement.
h. This Agreement is governed by English Jaw and subject to the exclusive jurisdiction of the English
Courts. However, we may bring legal proceedings in any other jurisdiction, including the
jurisdiction where you are domiciled or based, to recover fees or other sums payable to us.