STANDARD TERMS & CONDITIONS OF BUSINESS

Zeamos Consulting Ltd

The contractual relationship between Zeamos Consulting Ltd (us/Zeamos) and its clients (you) is set out in these Standard Terms of Business and in any additional or varied terms we have agreed with you in writing (together our ‘Terms of Business’).

No variation of the Terms of Business will be effective unless agreed in writing by a Director of Zeamos Consulting Ltd. Only a Director has authority to agree a variation of the Terms of Business on behalf of Zeamos.

Should any of the Terms of Business be held to be illegal, void, unenforceable or invalid, the remainder will continue in full force and effect.

Engagement Confirmation (or statement of work)

When you engage us to do any work for you, or provide a service to you, we shall confirm in writing what the scope and details of that work or service are, including:

  • Who is our “client” (usually the company), and who we are authorised to take instructions from (personnel and authorised consultants)
  • What the work or service is that we are providing to you
  • Any proposed or expected timetable
  • Our estimated or expected fees (if appropriate)

Relationship and Scope of our work

We shall not be responsible for failure to advise or comment on any matter that falls outside the scope of the work or service that has been agreed in writing. described in the Engagement Letter.

Any legal advice provided by us are for your benefit only and cannot be used or relied upon for any other purpose or by any other person other than you without our prior written agreement.

You must ensure that, and we are entitled to assume that, our Terms of Business have been brought to the attention of such individuals who have legal responsibility for running your business, such as company directors or authorised officers of your company, partners of partnerships, or members of an LLP; and we are further entitled to assume that instructions received from directors and apparently authorised officers are authorised by the company (or from partners or members of a partnership or LLP respectively).

In all cases, the work we do for you and the service we provide to you is as a consultant to your business. Where those services include legal advice, then:

  • We provide that advice for and in the interests of your company or the business as a whole.
  • We operate as an extension of your own in house legal team, or as your outsourced in house legal team (where you don’t otherwise have one), or as an additional outsourced in house legal team (if that is required).
  • Although we are not regulated ourselves, such advice shall be provided on the basis of the same ethics, principles and standards that are used by the regulated legal profession.

Communication and Confidentiality

Confidentiality

Unless you instruct us otherwise, you permit us to disclose the fact that we provide or have provided services to you, but not what the nature of those services were. Unless otherwise specifically agreed in writing, we shall always keep the detail of any advice or work that we have done for you confidential.

We shall keep confidential, any information or documents that are supplied to us on that basis (subject to any legal obligation to the contrary).  Where we are working on your matter with other professional advisers and consultants we shall assume, unless you instruct us to the contrary, that we are permitted to disclose to them confidential information or documents relevant to that matter.

Methods of communication

Our preferred method of written communication is by email.

We shall aim to communicate with you using whatever method you request, or which is appropriate or convenient in the circumstances.

Unless you withdraw consent, we shall communicate with others when appropriate by e-mail but are not responsible for the security of correspondence and documents sent by e-mail. Whilst we will take reasonable steps to safeguard the security and confidentiality of information transmitted to you, or others on your behalf, you acknowledge that we cannot guarantee security and confidentiality of electronic communications.

E-mails and attachments generated by us will have been checked by security software before transmission but that may, nonetheless, be corrupted, intercepted or amended after transmission.  We accept no liability for any loss or damage caused by any viruses, worms, Trojan horses or other malicious or damaging unauthorised code contained in an electronic communication from or relayed by us.

Data Protection

In the course of providing services to you we may hold personal data about you, your staff and other people you work with, including details of  family, business activities and interests and colleagues.

We will use such personal data to provide our services to you and for related services including without limit: creating & updating client records, managing our business, for legal and statutory returns, to carry out credit checks if deemed necessary. We may also pass your personal data to other people or organisations (‘data processors’) to carry out these activities on our behalf.

The data we collect from you may be transferred to and stored at a destination outside the European Economic Area (‘EEA’). We may use third party service providers that process personal data outside the EEA. We will require third party data processors to put in place suitable measures to protect your personal data.

We may retain your information, including personal data after your contract with us has concluded. We have a legal justification for this transfer, storage or processing of data provided to or held by us on the basis of our legitimate interests. For more information please see our current Privacy Policy, the latest version of which shall always be available on our website www.zeamos.com.

Charges and expenses

Time

Our charges will be calculated mainly by reference to the time actually spent by our consultants in respect of any work we do for you. This will include meetings with you and others, where relevant, reading and working on papers, correspondence, representation, analysis and advice, preparation of any detailed costs or loss calculations and time spent travelling and/or staying away from the office when this is necessary.

Unless otherwise agreed, our time is recorded in decimals of an hour (units of six minutes).

Hourly Rates

Our standard hourly rate for established clients is £250 per hour. This is our default rate and will apply unless otherwise agreed in writing.

We reserve the right to apply a premium to hour standard hourly rate for new and one-off clients. Our current premium hourly rate is £300 per hour, which will only apply if this has been specifically agreed with you.

VAT will be added at the rate that applies when the work is billed and our registered VAT number is 391552092.

We shall review our hourly rates once per financial year, usually in March or April, and reserve the right to increase our rates to respond to inflation or rising business costs.

We are committed to fair pricing, and will only increase our rates if we deem it necessary. Any such increases shall be notified to you in writing.

Other Factors

In addition to the time spent, we may take into account a number of factors, including any need to carry out work outside our normal office hours, the complexity of the issues, the value and associated risk of the matter, the speed at which action has to be taken and any unusual or specialist expertise or actions that the case may demand. Where a charge reflecting such factors is appropriate we shall explain and agree this with you.

Disbursements and expenses

We may have to pay various other charges or incur expenses on your behalf (such as photocopying, couriers, travel and accommodation etc). We are entitled to be fully reimbursed in respect of any disbursements and expenses we reasonably incur in the course of our work or services to you and which are specific to your matter.

We do not expect to incur such disbursements and expenses on a regular basis, and will only do so if necessary. When such circumstances arise, you hereby pre-authorise us to incur disbursements and expenses specific to each of your matters up to the value of £1,000 in any billing period. In other cases, we shall discuss and agree a budget with you.

VAT is payable on certain expenses

Incomplete Projects

If, for any reason, a project we are working on does proceed to conclusion or completion, we shall be entitled to charge you for work done and expenses incurred, such charges being based on the time spent with reference to the hourly rates supplied.

Estimates

A lot of the work we do is open-ended and ongoing, for which it is not possible to provide an estimate.

For projects or other discrete matters, we will always try to give you an estimate of the likely overall charges. Much of the work we do is unpredictable, and for that reason, on some occasions, our original estimates may have to be altered. As a result, any estimates given to you must be taken as a general guide only. We shall notify you where our estimates change.

In some cases we will be able to give you a “quotation” or charge a “fixed fee” for work that we have agreed with you. Fixed fees are usually payable in advance and non-returnable.

Unless otherwise clearly stated in writing, any indication of costs we provide should be treated as an estimate only.

Services Provided by Others

If we engage the services of others on your behalf (for example, accountants, surveyors or other professionals) then we do so as your agent, and they shall be providing services directly to you.  When instructing them on your behalf, we shall do so with care but we are not responsible for any act or omission on their part.

We do not hold or process client money, which means that we cannot incur liability to third parties or make payments on your behalf. Legally, any such relationships need to be made directly with you, and payments made directly to you. We shall operate as your approved consultant with delegated authority to manage such relationships on your behalf unless you choose not to engage us on that basis.

If a third party is engaged to participate in your matter, you shall be solely responsible for the services provided by them and any of their fees incurred regardless of whether such third party was introduced by us to you.

Invoicing and Payment arrangements

Invoicing Arrangements

We will normally bill you monthly in arrears and raise an invoice for services provided since our previous most recent invoice (the “billing period”).  Our invoices are issued electronically, and sent to you by email.

Charges for fixed fee work or arrangements are usually payable in advance, either in one payment or in instalments as agreed with you at the outset. An invoice will be raised in advance of such work being carried out or services provided.

Payment Dates and Interest

Invoices are due for payment within 30 days from the date of issue.

Interest will be charged on a daily basis at 4% over the Bank of England base rate from time to time, from the date of the invoice in cases where payment in full is not made within the 30 day period.

We reserve the right to stop or not commence work on a matter if payment in full is not made within the 30 day period.

We reserve that right to not carry out any work on projects or services for which the charges are payable in advance and have not yet been paid.

We will ensure you are made aware of our bank details when you need them.

Please be suspicious of any email or communication indicating we have changed our bank details. We will not be responsible for any losses incurred by you for payments to fraudulent parties.

Storage of data and documents

Our Data Retention Policy sets out the time periods for how long personal data will be kept by us. Details of the retention periods relevant to the personal data we obtain in our dealings with you are provided in our Privacy Policy, the latest version of which shall always be available on our website www.zeamos.com.

Copyright and Disclosure

We shall retain copyright in any document created by us and it will not be transferred to you.  We reserve the right to be identified as the author of the document.

If we are required by a lawful authority to disclose information or documents about you or your affairs, we reserve the right to comply with that request and to charge you for the cost of doing so in accordance with the hourly rates and other relevant provisions of the Terms of Business. To the extent that any such information or documents attract or may attract legal professional privilege, you hereby waive that privilege.

Non-regulated

We are not authorised by the Solicitors Regulation Authority (SRA) or the Financial Conduct Authority (FCA).

We are not permitted to provide services that are reserved for advisers that are regulated by either of those bodies.

Excluded services

We provide legal advice and consultancy services, including representation in relation to employment tribunal proceedings, but we do not provide services in relation to any of the following:

  • We do not handle client money;
  • We do not undertake Court advocacy;
  • We do not conduct Court litigation;
  • We do not do Probate, Conveyancing and Transfer of Property activities;
  • We cannot do any Notarising or Administration of Oaths.
  • We do not advise on tax arrangements, crypto-currencies, or give any financial advice generally
  • We do not advise on immigration matters
  • We do not advise on pensions related matters.

In all such cases we can operate as your approved consultant with delegated authority on your behalf to facilitate, engage and manage the services of such specialist and/or regulated advisers to provide the necessary advice.

Liability and Insurance

We shall not be liable for failure or delay in performance of your instructions where due to causes beyond our reasonable control. Where our work involves us dealing with third parties for whom we are not acting, we do not accept any liability to such third parties.

If there are other advisers or third parties involved in your matter, the extent to which any loss or damage will be recoverable by you from us will be limited, without prejudice, in proportion to the overall fault for such loss or damage or as agreed in advance with the other parties.  If our ability to claim contribution from a third party is prejudiced by any limitation of liability agreed by you with that third party, we shall not be liable to you for any amount that we would have been able to recover from that third party but for that limitation of liability.

Any liability arising out of or related to the services provided by us shall be a liability of Zeamos Consulting Ltd and not of any employee.  You agree that you will not bring any claim against an employee personally.

We shall maintain indemnity insurance. Contact details of our insurers can be supplied upon request. Our aggregate liability whether to you or any third party of whatever nature, whether in contract, tort (including negligence) or otherwise for any loss whatsoever and howsoever caused arising from or in any way connected with our engagement shall be limited to £500,000 but for the avoidance of doubt, this does not exclude or limit our liability for:

(i) death or personal injury caused by our negligence,

(ii) fraud or fraudulent misrepresentation or

(iii) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability under    English Law.

Without prejudice to any other provision of the Terms of Business:

(a) Your rights in respect of any breach on our part of this engagement shall only be enforceable if notice in writing giving all material details of any claim shall have first been provided to us in the form of a formal complaint as provided for below in these Standard Terms of Business

(b) Our liability, whether to you or any third party, in contract or tort or under statute or otherwise shall exclude any     indirect or consequential economic loss or damage (including loss of profits) suffered by you or any third party arising                   from or in connection with the matter on which we are instructed and/or advise on it, however the indirect or        consequential economic loss or damage is caused, including our negligence but not our wilful default.

Unless agreed in writing we are not responsible for reminding you of key dates or other time sensitive actions or           information.

Fraud: We will not be liable for any losses incurred by you resulting from any fraudulent misrepresentation by any third party.

Complaints, queries and concerns

We aim to offer all our clients an efficient and effective service at all times.

If there is any aspect of our service with which you are unhappy, including our charges and expenses, in the first instance you should raise your concern with the consultant for the work.

If you remain dissatisfied, or if you believe to have any legal claim against us, you should make a formal written complaint to the directors of Zeamos Consulting Ltd, clearly labelling your correspondence as such, and setting out the full grounds and details of your complaint or claim in writing.

We will normally only consider complaints made within 12 months of the alleged act, omission, or beach (or within 12 months of your first becoming aware of the alleged act, omission, or beach), and we aim to formally respond to such complaints with three months of receiving them.

Termination of our engagement

By you

You may terminate your instructions to us at any time but we shall be entitled to keep all your papers and documents whilst there is money owing to us for our charges and expenses.

If at any stage you do not wish us to continue doing work and/or incurring charges and expenses on your behalf, you must notify us clearly.

By us

We may terminate our engagement by reasonable notice.

Circumstances in which we might terminate our engagement include (but are not limited to) a failure by you to pay an outstanding Bill, a refusal or failure by you to make a payment on account, a refusal to accept our advice, where you have requested that we act in a way that we believe would be unlawful or unethical, where there is in our opinion a conflict of interest, where we believe that your interests would best be served by us ceasing to act on your behalf or where there has been a breakdown of trust and confidence.

In the event of termination for whatever reason, you agree to pay us our charges for transferring our file to you or to other representatives/advisers for you; or for our coming off the record; or dealing with any subsequent third party queries relating to your matter.

Governing Law

The Terms of Business shall be governed by and construed in accordance with English Law.  Any dispute arising out of our engagement or the Terms of Business shall be subject to the exclusive jurisdiction of the English Courts.

Third Party Rights

Our agreement is with you.  It may not be enforced by a third party and confers no benefit on a third party.

(Zeamos Consulting Ltd – Terms of Business (version December 2021))