Terms of Business:

• Philippa Scobie Limited  is referred to in these Terms of Business as “Financial Foundations”, “the Firm”, “us”, “we” or “our” which, where appropriate, includes our staff members. References in these Terms of Business to “you” or “your” are to persons or entities who are our clients for the Engagement.

 

• The following definitions are used in these Terms of Business:
  • “Privacy Notice” means the fair processing information, as may be updated from time to time
  • “Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, authorised disclosure of, or access to personal data.
  • “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
  • “Engagement Letter” means the letter and enclosures (including these Terms of Business) sent to you which set out the basis of our contract with you.
  • “Deliverable” means any opinion, report, letter, information or advice provided by us to you.
  • “Engagement” means the Services which we provide pursuant to the Engagement Letter.
  • “Services” means the professional Services delivered to you that are the subject of the Engagement Letter.

 

• Unless otherwise specifically agreed in the Engagement Letter, the Engagement Letter replaces any previous agreements between us in relation to or in contemplation of the Engagement and shall apply to any in future Engagements we carry out on your behalf unless very door replaced. The Engagement Letter (which includes these Terms of Business) constitutes the entire agreement between us. in entering into this Engagement Letter you acknowledge that you have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Engagement Letter.

 

2.  Fees and invoicing

 

         Service Package 

• If you have chosen a service package the fee for the package will be as set out in the Engagement Letter.

 

None Service Package Services

• Any service that is not part of a service package will be based on the time required to complete the services or services, which may include travelling time.  The hourly rate will be as set out in the Engagement Letter.  Hourly  rates are modified from time to time in accordance with prevailing market conditions. We will recharge to you and expenses and disbursements (such as subcontractor fees, travel, and accommodation expenses) that we incur in delivering the services.

 

• Whenever appropriate, we will agree a fee budget with you in advance of commencing work. The fee budget is not a commitment to perform the Engagement within a fixed time or for a fixed fee. The budget will be based on the assumption that we have timely access to the information and personnel that are required to complete the Engagement in a cost effective manner and in accordance with the relevant deadlines. We will advise you of delays or unexpected problems as they arise and will estimate their effect on the feed budget.

 

Payment terms

• Unless otherwise stated in the Engagement Letter, invoices for fees, expenses and disbursements necessarily incurred on your behalf are normally rendered monthly as work progresses and as subject to VAT, if applicable. Any queries on invoices must be raised in writing within 14 days of the invoice date. We reserve the right to request payments of fees, expenses and disbursements in advance.

 

• Invoices are due for payment within 14 days of the invoice date in full, in pounds sterling and without any deduction, set off or counterclaim. If you do not pay an invoice within 14 days of the invoice date, we reserve the right to charge you interest at the rate set by law and our debt recovery costs.

 

• No refund of the fees shall be due to you save where you have paid fees in advance and we have chosen to terminate the engagement in accordance with clause 15.4.

 

3.  Groups

• Where our appointment is by a parent company on behalf of a group or particular group companies, the parent company confirms that these Terms of Business apply to all group entities to which we have been appointed.

 

• Whilst fee invoices may be addressed to either the parent company or the relevant group company or entity both parties remain jointly and severally liable until they are settled.

 

4.  Responsibilities

 

         Yours       

• It is your responsibility to provide us with complete, accurate and timely instructions or information relevant to our Engagement. We will not be responsible for any consequences that may arise from your failure to do so. Such failures may also result in additional fees being charged.

 

• Any Deliverables will be provided in writing and addressed to you. All intellectual property rights in the Deliverables (howsoever arising) shall remain with us. You may not use our Deliverables for any other purpose other than that for which they were prepared. You may not reproduce, or refer to such Deliverables in any other documents or disclose or commit to disclose such Deliverables to any third party except: (i) with our written permission consent on terms to be agreed with us, (ii) in accordance with our Engagement Letter, (iii) to others within your own organisation or your professional advisors were required for the Engagement or (iv) as required by law, court order, any regulatory body which you are subject to or any professional body of which you are a member.

 

• No reliance should be placed on any oral advice or representations we may make or any draft Deliverables unless and until we confirm that advice to you in final form in writing.

 

• Where information that is or may be relevant to our work has been provided to someone in the Firm other than those individuals who are carrying out the Firm’s responsibilities for that work, you accept that knowledge of that information will not be imputed to those individuals.

 

Ours

• We shall provide the services with reasonable skill and diligence and to promote your interests.

 

• If we undertake any of the Services on your premises, we shall comply with all reasonable health and safety, and other procedures that you have in place from time to time and that you make known to us before our attendance.

 

5.  Mode of instructions

• You authorise us to act on instructions given in any manner if we reasonably believe that you or a person with authority to act on your behalf has given those instructions.

 

• You understand and knowledge that the electronic transmission of information via the Internet or otherwise as inherent risks particularly the risk of access by other unauthorised parties. You authorise us to communicate electronically with you and all third parties on all matters related to the Engagement.

 

6.  Acquisition or disposal of interests

• Where it is proposed that you acquire or dispose of any interest including a company, business or other entity, we shall have no responsibility for reviewing the terms of any draught contract or other contractual documentation for such acquisition or disposal.

 

7.  Confidentiality

• “Confidential Information” shall mean any confidential information in any form (including any copies and any documents which contains, reflects or is derived from Confidential Information) disclosed by one of us or our employees, officers or advisers to the other whether before or after the date of the Engagement Letter. Confidential Information does not include any information that: (i) is or subsequently becomes public knowledge other than as a result of disclosure in breach of paragraph 7.2 below; (ii) was known by the receiving party on a non-confidential basis prior to disclosure; (iii) becomes available to the receiving party on a non-confidential basis from the person who is not bound by obligations of confidence; Or (iv) you and we agree in writing it is not confidential or may be disclosed.

 

• Each of us shall keep the others Confidential Information confidential and shall not use such Confidential Information except for the purpose of exercising or performing the relevant rights and obligations under the Engagement and shall not disclose any Confidential Information to a third party, except as expressly permitted by this clause. We may disclose your Confidential Information on the understanding that it will be treated as confidential to (i) any subcontractors or entities assisting us with the Engagement, (ii) your other professional advisers in relation to, or connected with, the Engagement's, or (iii) our professional advisers and insurers insofar as such disclosure is required to protect the position of the Firm. Either you or we may disclose Confidential Information to the extent required by law, court order, or any regulatory body which you or we are subject to or any professional body of which you or we are member. You agree that we may refer to you and the services we have provided to you when marketing our Services to others, provided that we do not disclose your Confidential Information.

 

8.  Conflicts

• We do not act exclusively for you in the provision of services and you agree that we may act for other parties whose interests may conflict with yours provided that we do not disclose your Confidential Information.

 

• We have put in place procedures to identify situations where conflicts of interest may arise. However, we cannot be certain that our procedures will identify all such situations, if you become aware of any potential conflicts affecting our provision of the Engagement, you will notify us immediately.

 

• When a conflict of interest is identified and we believe that implementing appropriate procedures can properly safeguard your interest, we will notify you (subject to any obligations including confidentiality that we may owe to third parties), explain the safeguards we have implemented and obtain your consent to their implementation. However, there may be circumstances where we consider that your position cannot be safeguarded and in such circumstances the Services or the Engagement may be terminated.

 

9.  File retention

• You agree that we shall have the right to retain copies of documents relating to the Engagement after the Engagement has ended, subject to continuing  confidentiality obligations. It is our normal practise to retain documents relating to client Engagements for 6 years after the end of the relevant Engagement. Thereafter, unless separate arrangements have been made we may destroy or erase the documents or papers without reference to you.

 

10.  Data protection

The terms ‘data controller’, ‘data processor’, ‘data subject’, ‘personal data’, ‘process, processing’, ‘transfer’ and ‘appropriate technical and organisational measures’ shall be interpreted in accordance with the applicable Data Protection Legislation.

 

• Each of us shall comply with the Data Protection Legislation as it applies to each of us in connection with this Engagement Letter.

 

• Where you transfer or otherwise make available personal data to us in relation to this Engagement, you shall ensure that (i) you have the necessary rights to transfer or make available such data to us including that you have or have procured the  necessary legal authority, permissions and all consents for us to process the personal data to provide the Engagement; (ii) your instructions to us comply with and will not cause us to be in breach of the Data Protection Legislation; (iii) that you have taken reasonable steps to ensure that any data subjects are aware of the nature of the processing to be undertaken.

 

• Where we act as a data controller in respect of any personal data processed in relation to this Engagement Letter including where you are an individual:

 

• we shall process all arrange for processing of the personal data only in accordance  with the details set out in our Privacy Notice;

 

• if you provided us with or gave us access to the personal data, you shall take reasonable steps to ensure that the relevant data subjects are aware of our processing activities and our Privacy Notice; and both of us shall cooperate with the  other, and promptly provide such information and reasonable assistance as the other may reasonably require to enable it to comply with its obligations under the Data Protection Legislation in respect of this Engagement Letter, and to deal with and respond to all investigations, complaints, and requests for information from any  regulator or data subject relating to such personal data.

 

• Where we process personal data as a data processor on your behalf we shall:

 

• only process such personal data in accordance with your written instructions from time to time including as set out in the Engagement Letter or as required for us to provide, manage and facilitate the provision of the Engagement, and only in respect of the subject matter, duration, nature and purpose of the Engagement, and the type of personal data and categories of data subject relevant to the Engagement;

 

• ensure that only persons authorised by us process such personal data and that such persons are subject to appropriate obligations to maintain the confidentiality of such personal data;

 

• taking into account the (i) state of the art, (ii) cost of implementation, (iii) nature, scope, context and purpose of processing, and (iv) the risk and severity of potential  harm, protects such personal data by putting in place technical and organisational measures to protect such personal data from a Data Breach;

 

• taking into account the nature of our processing, put in place appropriate technical and organisational measures, insofar as is possible, to assist you to fulfil, at your cost, your obligations to respond to data subjects request to exercise their rights under the Data Protection Legislation over such personal data;

 

• where reasonably requested, and taking into account the nature of our processing  and the Engagement and the information available to us, assist you, at your cost, in compliance with your obligations under the Data Protection Legislation in respect of such personal data;

 

• when we cease providing the Engagement to you, and at your choice, either delete or return all such personal data to you and delete such copies of such personal data, unless applicable law or regulation requires storage of such personal data or  deletions of personal data is not technically possible, using all reasonable efforts;

 

• subject to reasonable access arrangements being agreed with us and save for disclosure of information which is confidential and or privileged or where access is otherwise restricted by applicable law or regulation, make available to you all relevant information necessary to demonstrate compliance with our obligations under this clause 10.4 and allow foreign contribute to audits, including inspections, conducted by you or another order to mandated by you, at your cost;

 

• be permitted to appoint other processesors to process such personal data, provided (i) they process the personal data only for the purpose of assisting us with the performance of our obligations under this Engagement Letter; (ii) we enter into a written agreement with them requiring them to process the personal data only in accordance with your or our written instructions, and to comply with the obligations  equivalent in all material or respects to those imposed on close under this clause 10.4; And

 

• not process or transfer such personal data outside the UK or EEA unless (i) an adequacy finding has been made under the Data Protection Legislation that the relevant jurisdiction provides an adequate level of protection; Or (ii) we have put in  place appropriate safeguards such as required under the Data Protection Legislation  for such processing or transfers. Where the Engagement Letter identifies that processing will take place in specified jurisdictions, your knowledge that the personal data will be transferred to or from, and or process from, those jurisdictions.

 

• Where you instruct us to transfer personal data to anyone other than a processor engaged by us, you are responsible for ensuring that adequate arrangements are in place for such transfer as required by the Data Protection Legislation.

 

 

11.  Freedom of Information act

 

• In the event of any request pursuant to the Freedom of Information Act 2000 the act, that requires you to disclose any information provided to you by us, you will notify us promptly and consult with us before making disclosure, you agreed to pay due regard to any representations that we may make in connection with such disclosure and to apply any relevant exemptions that may exist under the act to such information. If, following consultation with us, you disclose any such information you will ensure that any disclaimer that we included or may subsequently wish to include in such information is reproduced in full in any copies disclosed.

 

12.  Complaints and dispute resolution

 

• If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with any aspects of the Engagement you are receiving, please let us know by contacting at the following address [email protected]

 

• We will look into any complaint carefully and promptly and respond to you within 2 working days of receipt of the complaint with our conclusions.

 

13.  Liability

 

• The limitation of liability provisions in these Terms of Business apply to the aggregate liability arising under this Engagement whether caused by us or any or all other subcontractors involved providing the Engagement and regardless of the number of claims and claimants.

 

• Nothing in this section or elsewhere in these terms of Business or in our Engagement Letter shall exclude or restrict our liability for death or personal injury caused by our negligence, or for claims resulting from our fraud or dishonesty, or purport to exclude or restrict liability for which cannot be excluded or restricted as a matter of law.

 

• Subject to clause 14.2 our liability to you shall be limited to a sum which is the equivalent of (i) the total fees paid by you to us in the 12 months immediately preceding the date of the event that gives rise to the claim, or (ii) the sum of £100,000, whichever of the lower of the two.

 

14.  Termination

 

• Should you fail to pay our invoices or requests for funds on accounts when they become due we may suspend Engagement under the Engagement Letter until the invoices have been paid or the funds are received. We will give you notice of our intention to suspend Engagement under the Engagement Letter. Any such notice shall not affect our rights to terminate the Engagement.

 

• We are not liable for any loss or damage whatsoever incurred by you or any in associated entity or third party a result of any suspension or termination in accordance with this clause 15.

 

• Either we or you may terminate the Engagement immediately on written notice to the other where (i) termination rules are prescribed by legislation, (ii) the other party becomes the subject of insolvency proceedings or calls any meeting of its creditors, or (iii) the other breaches in material terms of the Engagement Letter including non-payment of fees and does not remedy the breach within 14 days.

 

• We may terminate the Engagement upon the expiry of 14 days written notice to you. We will be entitled to receive payment for all time and costs incurred up to the date of termination. If we terminate the Engagement in accordance with this clause 15.4 we shall refund any fees that you have paid in advance in respect of services that have not been delivered. You shall have no other remedy in respect of such termination.

 

• If we have reasonable grounds to suspect that performing the Engagements or receiving the payment of fees may be unlawful or breach any regulatory requirements, we may without notice and at our unfettered discretion delay all of the Engagement, delay part of the Engagement or terminate the Engagement.

 

15.  Force Majeure 

• Neither we nor you will be liable to the other for any delays or failures in performance or breach of contract due to events or circumstances beyond our or your reasonable control, including acts of God, loss of power or essential services in a regional or national scale, war, acts by governments and regulators, acts of terrorism, accident, fire, flood or storm or civil disturbance, epidemic or pandemic, or any law or any action taken by a government or public authority in relation to public health.

 

16.  Severability

• In the event that any part of the Engagement Letter is held to be invalid or unenforceable, the remainder will continue in full force and effect.

 

17.  Rights of third parties

• Except where expressly provided for in the Engagement Letter, a person who is not a party to the Engagement Letter has no rights to enforce its terms under the Contract Rights of Third Parties Act 1999.

 

18.  Governing law and jurisdiction

• The Engagement Letter and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims shall be governed by and construed in accordance with the laws of England and Wales.

 

• You and the Firm irrevocably agreed that the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim that arises of or in connexion with the Engagement Letter or its subject matter or formation including non-contractual disputes or claims.

 

• These terms of the Business and the Engagement Letter are drafted in English and if translated into any other language the English version shall prevail.