1. These terms and how we can change them
STANDARD TERMS OF BUSINESS
Our agreement with you. These terms, together with our engagement letter to you, form our agreement with you to provide services. These terms apply to each matter we work on with you. If there is a conflict between these terms and our engagement letter, these terms will prevail, unless the engagement letter expressly overrides them.
Changes to these terms. We can change these terms in response to legal, regulatory and technological changes, and we may increase our hourly rates as explained in paragraph 5.2(b) of these terms. If we do so, we’ll notify you.
2. Our services
Matters outside the scope of your instructions.
You may wish to seek separate specialist advice on these matters.
Please note any other exclusions set out in our engagement letter to you.
- We only advise on matters within the scope of your instructions, as set out in our engagement letter to you.
- Unless our engagement letter clearly says otherwise, we will not advise you on:
- business valuation or tax aspects of any matter;
- your wider tax or financial interests;
- law, compliance or other legal/regulatory matters;
- accounting issues — even if a relevant issue arises during our work together.
- You may wish to seek separate specialist advice on these matters.
- Please note any other exclusions set out in our engagement letter to you.
Only you can rely on our advice. Our advice is intended solely for you. We do not accept or assume responsibility to anyone other than the client identified in our engagement letter. Unless we agree otherwise in writing, you must not share our advice with anyone else.
We’re not responsible for delays outside our control.
- If our services are delayed by an event beyond our control, we will inform you as soon as possible and do what we can to reduce the delay.
- As long as we do so, we won’t compensate you for the delay, but you always have the right to terminate your instructions by giving us notice in writing under paragraph 8.1 of these terms.
3. What you agree to do
You agree to:
- Provide information and co-operate. Respond fully, frankly and quickly to our requests for information, and ensure your staff or any external advisers we need also co-operate with us.
- Secure communications. Take reasonable steps to protect your email and computer systems used for your matter.
- Pay on account and our invoices. Pay our invoices in accordance with paragraph 6 of these terms.
- Verify any change to our payment details. If you receive an email notifying a change to our bank details, you must call us on a previously used number immediately to confirm the change is genuine.
4. Our communications with you
Risks of email correspondence. We will correspond by email for convenience and speed, and rely on communications from your email account. Email is inherently insecure; we take reasonable security measures (e.g. against viruses), but are not responsible for loss or damage caused by email use.
Usual working hours.
- Our normal hours are 9 am to 5 pm Monday to Friday (excluding bank holidays).
- We may sometimes respond or work outside these hours at our discretion; there will also be times when we are unavailable.
5. Our communications with you
Calculation of fees. Our engagement letter explains how we calculate our fees. They are:
- Based on time spent at an hourly rate of £315.00 (or £350.00 for guest speakers); or
- A fixed or staged rate, as set out in our engagement letter.
Fees on a time-spent basis.
- We bill in six-minute units (an hour = ten units). Tasks under six minutes are rounded up to six minutes.
- We may increase hourly rates (e.g. at the start of a year or to counter inflation or if your instructions change). We will give advance notice of any increases.
Estimates are not binding. Any estimates (fees, disbursements, expenses) are non-binding and may be updated as the matter progresses. You must pay all charges even if they exceed estimates.
Fixed and capped fees.
- If we agreed a fixed or capped fee, and the assumptions or scope (in our engagement letter) change or prove incorrect, we may increase the fee or switch to time-based billing (with an estimate provided).
- If you terminate instructions (other than for our fault), we can charge the full fixed fee. The same applies if we stop acting for you under paragraph 8.1.
Expenses and VAT.
- Expenses (travel, accommodation, subsistence, other reasonable costs) will be itemised in our invoice.
- VAT (currently 20%) is payable on fees and, where applicable, on expenses unless stated otherwise.
Payments on account. We may require payment on account as security for fees and expenses before starting work, and to top up from time to time. We may use these funds to pay our bills but are not obliged to do so.
6. Our invoices
Timing. We will invoice you regularly and on completion of your matter or at intervals indicated in our engagement letter.
Expenses. We can invoice expenses at any time, even after invoicing fees for that period.
Payment terms.
- Due on receipt of invoice or within 30 days (we will specify).
- We may require payment by Direct Debit; you must complete mandates and ensure sufficient funds.
- If a Direct Debit fails, we may suspend services and charge an administration fee.
- We charge interest on unpaid bills at 4% above the Bank of England base rate, accruing before securing judgment.
7. How we limit our liability to you
Liabilities not excluded. Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot legally be limited.
Exclusion of indirect and consequential loss. Subject to paragraph 7.1, we will not be liable for any indirect or consequential loss in contract, tort (including negligence), breach of statutory duty or otherwise.
Losses we are not liable for. Subject to paragraph 7.1, we will not be liable for loss arising from:
- Circumstances beyond our reasonable control (see paragraph 2.3); or
- Loss or damage caused by email use (see paragraph 4.1).
Caps on our liability. Subject to paragraph 7.1, our total liability to you shall not exceed the total fees paid in the 12 months before the event giving rise to the claim. We will not be liable for:
- Loss of profits, anticipated savings, sales, business, agreements or contracts;
- Loss of use or corruption of software, data or information (including data/security breaches not directly caused by us);
- Loss of or damage to goodwill.
No claims against our staff. Our staff assume no personal liability. Any claim must be brought against Inbervel Limited. You agree not to sue individual employees or principals in their personal capacity.
8. How you and we can terminate our agreement
Termination by you. You may terminate instructions at any time by written notice, providing one month’s notice and subject to paragraph 5.3(b).
Termination by us. We may stop acting if:
- You breach our agreement (e.g. by not giving instructions or paying invoices on time);
- You experience an insolvency event.We will write to explain our decision and give as much notice as possible.
Payments on termination. You must pay charges (fees and expenses) incurred up to termination (and under paragraph 5.3(b)), plus any post-termination charges (e.g. file transfer).
Retention of documents. If you do not pay invoices on time, we can retain documents, deeds and other items relating to your matter (“lien”) until payment is made, subject to data protection laws.
9. How you can use our advice and how we handle your documents
Intellectual property rights. We retain all IP rights in the advice and documents we prepare, but you may use them for your matter only.
10. Confidentiality
Use and disclosure of your confidential information. We will keep your confidential information secure, but may use or disclose it to:
- deliver our services (including storing it on our computers, email and in the cloud); or
- comply with applicable law or regulation.
11. Data protection
Our privacy policy. See our privacy policy on our website (and provided with these terms) for how we handle your personal information.
- You may withdraw consent to certain uses, though this may limit our services.
- Your information may be stored on servers in the UK, EU or other approved jurisdictions.
- Personal information may be used for automated decisions; details are in our Automated Decision-Making & Profiling Policy on the client portal.
12. Other important terms
- Third-party rights. No one except our staff has rights under this contract.
- Sverability. If any term is invalid, the rest remain in effect.
- Governing law. These terms are governed by English law, and claims may only be brought in the English courts.
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