1.1 Terms – These terms apply to the services you have engaged us to provide under the attached engagement letter. If anything in the terms is inconsistent with the engagement letter, the terms take precedence, unless the engagement letter specifically amends any of them.
1.2 Commencement – The agreement will start on the earlier of the date of the engagement letter; and the commencement of the services.
2.1 Services – We will perform the services described in the engagement letter with reasonable skill and care. You confirm that the scope is sufficient for your purpose. The services (including deliverables) are provided solely for you for the purpose set out in the engagement letter or the relevant deliverable.
2.2 Deliverables – You may not disclose a deliverable or make the benefit of the services available to anyone else or refer to the contents of a deliverable or the findings of our work, except (i) as stated in the engagement letter, (ii) with our prior written consent on terms to be agreed, (iii) where required by law or regulation, or (iv) to your lawyers or group members as long as you tell them, in advance, that we accept no liability to them and that no onward disclosure may be made.
2.3 Liability to you alone – We accept no liability to anyone, other than you, in connection with our services, unless otherwise agreed by us in writing. You agree to reimburse us for any liability (including legal costs) that we incur in connection with any claim by anyone else in relation to the services.
2.4 Changes – Either we or you may request a change to the services or the agreement. A change will be effective only when agreed in writing.
2.5 Oraladviceanddraftdeliverables–Youmayrelyonlyonourfinalwrittendeliverablesandnotonoral advice or draft deliverables. If you wish to rely on something we have said to you, please let us know so that we may prepare a written deliverable on which you can rely.
3 Your responsibilities
3.1 Information–Inorderforustoadviseyouproperlyyouwillmakesurethat(i)anyinformationgiventousby you, or anyone else working with or for you, is (a) given promptly, (b) accurate and (c) complete; and (ii) any assumptions are appropriate. We will not verify any information given to us relating to the services.
3.2 Yourobligations–Ourperformancedependsonyouperformingyourobligationsundertheagreement.We are not liable for any loss arising from you not fulfilling your obligations.
4.2 Basisoffees–Feesfortheserviceswillbechargedonthebasissetoutintheengagementletter.Ourfees may reflect not only time spent, but also such factors as complexity, urgency, inherent risks, use of techniques, know-how and research together with the level of skills and expertise required of the personnel needed to perform and review the services. Our fees may include any time spent travelling for the purpose of the services that cannot be used productively for other purposes.
4.4 Taxes–Youwillalsopayanytaxes,includingVATorwithholdingtax,thatisdueinrelationtoourgoods and services. You will pay us the full amount of any invoice, regardless of any deduction that you are required by law to make.
Invoices and payment – We may invoice you on a monthly basis. All invoices are payable 14 days after the date on the invoice. If you do not pay an invoice within 30 days of the date of the invoice, you agree to pay us interest or compensate us for damages on the outstanding amount as set out in the engagement letter. All other differing agreements have to be stated in the engagement letter and will therefore waive any agreements contained within this document.
5.1 Confidentialinformation–Weandyouagreetousetheother’sconfidentialinformationonlyinrelationto the services, and not to disclose it, except where (i) required by law or any court of competent jurisdiction or regulation or by a professional body of which we are a member; (ii) such information is or becomes generally available to the public, other than as a result of a breach of an obligation under this clause 5.1; (iii) it has been received from a third party who owes no duty of confidentiality in respect of the confidential information; or (iv) it has been independently developed by the recipient
5.2 Referringtoyouandtheservices–Wemaywishtorefertoyouandtheserviceswehaveperformedforyou when marketing our services. You agree that we may do so, as long as we do not disclose your confidential information.
5.3 Performingservicesforothers–Youagreethatwemayperformservicesforyourcompetitorsorother parties whose interests may conflict with yours, as long as we do not disclose your confidential information and we comply with our ethical obligations.
6 Intellectual property rights
We will own the intellectual property rights in the deliverables and any materials created under the agreement, and you will have a non-exclusive, non- transferable license to use the deliverables for your own internal purposes. All other differing agreements have to be stated in the engagement letter and will therefore waive any agreements contained within this document.
7 Data protection
7.1 Personaldata–Youagreethatwemayprocessyourpersonaldataforthepurposesofanyof(i)providing the services, (ii) maintaining our administrative or client relationship management systems, including the use of IT outsource providers, quality and risk management reviews, and (iii) providing you with information about us and our range of services.
7.3 Datatransfers–Wemay,forthepurposesinclause7.1,permitthetransferofpersonaldatatoarecipientin a jurisdiction outside your jurisdiction but only in connection with such purposes.
8.1 Specifictypesofloss–Youagreethatwewillnotbeliablefor(i)lossorcorruptionofdatafromyour systems, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iii) indirect or consequential loss.
8.2 Ourliability–Youagreethatourtotalliability(includinginterest)forallclaimsconnectedwiththeservicesor the agreement (including but not limited to negligence) is limited to the fees paid for the services.
8.3 Sharingoflimit–Whereweagreeinwritingtoacceptliabilitytomorethanoneparty,thelimitonour liability in clause 8.2 will be shared between them, and it is up to those parties how they share it.
8.4 Unlimitedliability–Nothingintheagreementwilllimitaperson’sliabilityfor(i)deathorpersonalinjury caused by that person’s negligence, (ii) that person’s fraud or (iii) anything else that cannot by law be limited.
8.5 Noclaimsagainstindividuals–Youagreetobringanyclaim(includingoneinnegligence)inconnection with the services only against us, and not against any individual.
8.6 Proportionality–Ifweareliabletoyouundertheagreement,andanotherproviderwouldbeliabletoyouin respect of the same loss (save for your contractual arrangements with them), then (i) the compensation payable by us to you in respect of that loss will be reduced; (ii) the reduction will take into account the extent of the responsibility of that other provider for the loss; and (iii) in determining the extent of the responsibility of that other provider for the loss, no account will be taken of (a) any limit or exclusion placed on the amount that provider will pay or (b) any shortfall in recovery from that provider (for whatever reason).
9 Other firms and subcontractors
9.1 Subcontractors–Wemayuseotherfirms,whichareaseparateandindependentlegalentityor subcontractors to provide the services. We remain solely responsible for the services.
9.2 Restrictiononclaims–Youagreenottobringanyclaim(includingoneinnegligence)againstanotherfirms (or its partners, members, directors or employees) or our subcontractors in connection with the services.
10.1 Policy–Wewillretainonecopyofallmaterialsrelevanttotheservices,includinganymaterialsgiventous by you or on your behalf solely for the purpose of compliance with our professional obligations and internal risk management policies.
10.2 Release–Wedonotreleasematerials,whichbelongtous(includingourworkingpapers)unlesswehave specifically agreed to do so. We may require a release letter from the recipient as a condition of disclosure.
11.1 Immediatenotice–Eitherweoryoumayendtheagreementimmediatelybygivingwrittennoticetothe other if (i) the other materially breaches it and does not remedy the breach within 14 days, (ii) the other is or appears likely to be unable to pay its debts or becomes insolvent or (iii) the performance of it (including the application of any fee arrangements) may breach a legal or regulatory requirement.
11.3 Feespayableontermination–Youagreetopayusforallservicesweperformuptothedateof termination. Where there is a fixed fee for services, you agree to pay us for the services that we have performed on the basis of the time spent at our then current hourly rates, up to the amount of the fixed fee. Any contingent element of the fees will remain payable in accordance with the engagement letter. If a contingent fee cannot be paid for regulatory reasons, you agree to pay all outstanding fees on the basis of time spent, unless alternative arrangements have been agreed.
12 Dispute resolution
12.1 Mediation–Ifadisputearises,thepartieswillattempttoresolveitbydiscussion,negotiationand mediation before commencing legal proceedings.
12.2 Lawandjurisdiction–Theagreementandanydisputearisingfromit,whethercontractualornon- contractual, will be governed by the law and be subject to the exclusive jurisdiction of the courts as set out in the engagement letter.
12.3 Limitationperiod–Anyclaimsmustbebroughtnolaterthan1yearafterthedatetheclaimantshouldhave been aware of the potential claim and, in any event, no later than 2 years after any alleged breach.
13.1 Mattersbeyondreasonablecontrol–Nopartywillbeliabletoanotherifitfailstomeetitsobligationsdue to matters beyond its reasonable control i.e. a force majeure event.
13.2 Entireagreement–Theagreementformstheentireagreementbetweenthepartiesinrelationtothe services. It replaces any earlier agreements, representations or discussions. Subject to clause 8.4, no party is liable to any other party (whether for negligence or otherwise) for a representation that is not in the agreement.
13.3 Youractions–Whereyouconsistofmorethanoneparty,anactoromissionofonepartywillberegarded as an act or omission of all.
13.4 Assignment–Nopartymayassign,transferordealwiththeirrightsorobligationsundertheagreement without prior written consent.
13.5 Rightsofthirdparties–Exceptassetoutinclauses8.5and9.2,apersonwhoisnotapartytothe agreement has no rights to enforce any term of the agreement. The firm and individuals referred to in those clauses may enforce them in their own right. Their consent is not required to vary or rescind the agreement.
13.6 Qualityofservice–Ifyouarenotsatisfiedwiththeservices,orhavesuggestionsforimprovement,please contact the engagement manager. We will look carefully and promptly at any complaint.
In the agreement the following words and expressions have the meanings given to them below:
services – the services set out in the engagement letter
the agreement – these terms and the engagement letter to which they relate (including any schedules) we, us or our – refers to the firm from whom the engagement letter was sent
you, your – the party or parties to the agreement (excluding us)