TERMS AND CONDITIONS OF BUSINESS Applicable Law
This Engagement Letter, the Schedule of Services and our Terms and Conditions of business are governed by and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Engagement Letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.
We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contact us. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right.
If you are still not satisfied you can refer your complaint to The Legal Ombudsman
PO Box 6806
Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Should we have no contact with you for a period of 12 months or more we may issue to your last known address a disengagement letter and hence cease to act.
In the event that we have to issue you with a disengagement letter under this clause 10 you shall still be liable for our fees up to the date of the disengagement and our fees in relation to the recovery of the monies owed to us by you including (but not limited to) professional legal fees, court fees, and fees incurred for instructing a debt recovery company. We reserve the right to exercise a lien over your files until all monies due to us by you have been paid.
8. Electronic and other communication
Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.
Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.
Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.
If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement to it.
In some cases, you may be entitled to assistance with your professional fees. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
We will bill periodically in accordance with the agreement reached with you and our invoices are due for payment within 14 days of issue. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
It is our normal practice to ask clients to settle invoices by BACS transfer.
In the event that invoices are not paid in accordance with Mills Keep’s terms then we reserve the right to charge interest at the rate of 8% above bank base rates and compensation pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. Clients with accounts in default agree to pay our reasonable expenses including legal fees and costs for collection by third-party agencies incurred when enforcing these Terms and Conditions.
We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
If you do not accept that an invoiced fee is fair and reasonable you must notify us within 10 days of receipt, failing which you will be deemed to have accepted that payment is due.
If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due against the group company or individual nominated to act for you.
If we hold money on your behalf, such money will be held in trust in a client bank account, which is segregated from Mills Keep’s funds. The account is operated and all funds dealt with in accordance with the SRA Solicitors Accounts Rules 2011.
We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.
If any provision of this Engagement Letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract.
In the event of any conflict between these terms of business and the Engagement Letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business for which we act, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office or normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.
Investment business is regulated under the Financial Services and Markets Act 2000. Mills Keep Ltd is not authorised to conduct investment business.
If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body as we are not.
Insofar as we are permitted to so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.
15.1. Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information.
15.2. Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
15.3. Exclusion of liability relating to the discovery of fraud etc
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or willful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
15.4. Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
15.5. Limitation of aggregate liability
We carry professional indemnity insurance, evidence of which will be provided on request. The territorial coverage of this insurance excludes USA and Canada but is otherwise worldwide.
If we make a mistake and are liable to compensate you, you agree that our liability is limited in the following respects:
15.5.1 it is the company that is liable, not the individual who carried out the work;
15.5.2 our maximum liability for a mistake is £5 million (unless a different amount is agreed with you);
15.5.3 this limit applies whether the mistake affects just one piece of work or several, so long as it is the same or a similar mistake;
15.5.4 we are not liable to the extent that our mistake results from something you do or fail to do.
These limitations apply to the extent that they are permitted by law. Nothing in these terms affects our liability for death or personal injury caused by our negligence.
By signing the engagement letter you agree that you have given proper consideration to these limitations and accept that they are reasonable in all the circumstances. If you do not wish to accept any one or more of them you should contact us to discuss your concerns before signing the engagement letter.
The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the Schedule of Services letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
Unless otherwise agreed in the Engagement Letter our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than 21 days’ notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMR&C with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. You will be liable to pay us for any work carried out by us up to the date of termination
We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of The Solicitors Regulation Authority and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
You have a legal responsibility to retain documents and records relevant to your tax affairs.
We will store original documents we have prepared and any others you ask us to hold on your behalf indefinitely. We will make such arrangements for storing documents files and papers as we deem appropriate.
Upon termination of your instructions or the conclusion of the matter, we will keep our file of papers (except for any of your papers which you ask to be returned to you) for not less than six years. Continued storage after that period is on the understanding that we have the right to destroy the file after such period as we consider reasonable and/or in line with regulations published by The Solicitors Regulation Authority.
We will not charge for recovering your file from storage. However, we may charge for retrieving paperwork at your request. We may also charge for copying and delivery and for perusing the paperwork and other work necessary to comply with your request.
The business of Jeremy Mills – Mills Keep Limited. The Business is registered with the Information Commissioner’s Office (“ICO”) under number ZA061181.
If you have any questions about this privacy notice (“Notice”), please contact us by email.
The Business will process your and third parties’ personal data, as further explained below, in the course of providing you with legal, tax, notarial and associated services including access to our website and online features. (“Services”).
We will let you know, by posting on our website or otherwise, if we make any changes to this Notice from time to time. Your continued use of the Services after notifying such changes will amount to your acknowledgement of the amended Notice.
PLEASE NOTE: You shall and you hereby agree to indemnify the Business and its affiliates and their officers, employees, agents and subcontractors (each an “Indemnified Party”) from and against any claims, losses, demands, actions, liabilities, fines, penalties, reasonable expenses, damages and settlement amounts (including reasonable legal fees and costs) incurred by any Indemnified Party arising out of or in connection with any breach by you of the warranties included in paragraphs 8 & 9.
What is Personal Data?
“Personal data” means any information relating to an identified or identifiable natural person, known as ‘data subject’, who can be identified directly or indirectly; it may include name, address, email address, phone number, IP address, location data, cookies and similar information. It may also include “special categories of personal data” such as racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a data subject, data concerning health or data concerning a natural person’s sex life or sexual orientation.
The Business may process personal data and special categories of personal data which you provide in connection with the Services about yourself and other data subjects, e.g. individuals whose details are included in any materials provided by you to the Business. The Business may obtain information about you and other data subjects from third party service providers, such as due diligence platforms. If you use our online Services, the Business may collect information about your devices including clickstream data.
The provision of certain personal data is mandatory in order for the Business to comply with mandatory client due diligence requirements and consequently to provide the Services. You warrant on a continuous basis that such personal data is accurate, complete and up to date. Failure to comply may result in documents being rejected by the relevant certification authorities, held invalid in the destination country or other difficulty to successfully completing the Services.
In relation to personal data of data subjects you warrant to the Business on a continuous basis that:
where applicable, you are authorised to share such personal data with the Business in connection with the Services and that wherever another data subject is referred to, you have obtained the explicit and demonstrable consent from all relevant data subjects to the inclusion and use of any personal data concerning them;
to the extent this is required in connection with the Services, such personal data is accurate, complete and up to date; and
either you provide your explicit consent and warrant that each data subject has provided explicit consent for the transfer of personal data to foreign organisations in connection with the Services as set out at paragraph 18, or that an alternative legal gateway for such transfer (such as transfer necessary for the conclusion or performance of a contract concluded in the interest of the data subject) has been satisfied.
How do we use your personal data?
The Business will only process personal data, in accordance with applicable law, for the following purposes:
responding to your queries, requests and other communications;
providing the Services, including, where applicable, procuring acts from foreign organisations;
enabling suppliers and service providers to carry out certain functions on behalf of the Business in order to provide the Services, including webhosting, data storage, identity verification, technical, logistical, courier or other functions, as applicable; allowing you to use features on our website, when you choose to do so;
sending you personalised marketing communications requested by you, as well as serving personalised advertising to your devices, based on your interests in accordance with our Cookie Statement below. You have the right to disable cookies as set out above or to unsubscribe by emailing email@example.com ensuring the security of the Business and preventing or detecting fraud; administering our Business, including complaints resolution, troubleshooting of our website, data analysis, testing of new features, research, statistical and survey purposes;
developing and improving our Services; complying with applicable law, including Solicitors Regulation Authority Rules, guidelines and regulations or in response to a lawful request from a court or regulatory body.
The legal basis for our processing of personal data for the purposes described above will typically include: processing necessary to fulfill a contract that we have in place with you or other data subjects, such as processing for the purposes set out in paragraphs (a), (b), (b) and (d);