Terms of Engagement
Introduction
These terms of engagement set out the general terms on which Arts Scape Limited (we) provide business affairs services to you. When you require us to advise on a new piece of work we will normally send you a letter or email confirming your request for work. The terms of that letter or email (if any) and these Terms of Engagement will together form the contract between you and us for that piece of work.
Our appointment
When you appoint us to advise you on a particular piece of work you will be authorising us to (i) take all measures we believe appropriate to protect your interests unless you instruct us specifically to the contrary and (ii) incur reasonable expenses on your behalf.
Fees
We are flexible and willing to consider according to the circumstances different ways of charging fees. These include fixed fees, fees subject to a fee limit, percentage fees based on the value of the transaction or fees calculated by reference to hourly rates. However, unless we have specified another fee structure, we will charge fees primarily by reference to the amount of time spent by individuals at Arts Scape Limited on your work. Our hourly rates are reviewed with effect from 2 January in each year.
Time spent on your matter will include, but is not limited to, meetings with you and others in relation to the matter, time spent travelling and waiting, considering and preparing papers, making and receiving telephone calls, correspondence, sending and receiving emails or documenting the arrangements on which we will provide services to you.
Estimates we give are a guide to assist you in budgeting but should not be seen as a definitive quotation unless this is specifically agreed in writing.
Unless agreed otherwise, Twenty Five Percent (25%) of our fees are due at commencement of work by us on your matter and payable on receipt of an invoice from us. Thereafter, monthly invoices will be sent to you (unless otherwise agreed) so that you will have a monthly update on the accrued cost of our work. If sooner, an invoice will be sent to you on completion of our work.
If a transaction does not proceed to completion, our fees (together with expenses) will still be payable.
Any special fee (such as a fixed or capped fee) agreed for a matter will not cover additional work not identified when the arrangement was made.
Value Added Tax
All quotations, estimates and hourly charging rates are exclusive of VAT. If you or the organisation you represent is exempt from VAT, we shall require written evidence to support the same within 7 days from the date of delivery of any quotation or estimate. Any failure in this regard may result in the invoice(s) including VAT.
Please note that VAT is chargeable on disbursements, such as photocopying, postage and telephone and travel expenses. If you have any queries in thisd regard please raise this with us as soon as possible.
Limits to Fees
You may have agreed with us an upper limit for the fees and expenses that may be incurred by us without further authority in a particular matter. This means that you must pay those fees incurred up to the agreed limit without our needing to refer to you further. Depending on the nature of the work, it may be necessary to review that upper limit with you as the transaction progresses.
Expenses/disbursements
Our fee estimates do not include any expenses which we may have to incur on your behalf. Examples include travel, phone and photocopying expenses. These will generally be billed at the same time as we invoice you for our fees but may sometimes be billed at another time.
Payment
Our invoices, save for our initial invoice which is payable immediately, are payable no later than 15 days from the invoice date unless we have agreed with you otherwise in writing. If an account is not paid within that period we may charge you interest from the date of invoice until the date the invoice is paid at 8%.
When an account is overdue, we are entitled to retain documents and papers belonging to you and our papers until our account is settled. We also reserve the right to cease continuing to work for you.
Email
For the sake of convenience, we are happy to communicate with you using normal non-encrypted email. This form of email is not secure and there is a risk to you if we communicate confidential information to you in this way. We cannot accept liability for any communication which is intercepted or otherwise falls into the hands of those other than the intended recipient.
We assume we have your consent to communicate with you by this method unless you advise us otherwise.
Document storage
It is our policy to store files and papers relating to your matter for a minimum of 7 years from the date the matter was completed. This does not apply to any papers that you ask to be returned to you. After 7 years we may dispose of them securely.
Termination
You may terminate our engagement at any time on reasonable notice. To do so you should notify the individual at Arts Scape Limited with responsibility for your matter and confirm the position in writing.
We reserve the right to terminate our engagement by you on notice to you which we will confirm in writing. However, we will only decide to stop providing services to you for good reason, for example, if you do not pay a bill. We will give you reasonable notice that we will stop acting for you.
On termination, all fees and expenses up to the date of termination will be charged and become due.
Disclosure to certain third parties
You agree that we may, when required by our insurers or other advisers, provide details to them of a matter or matters on which we have acted for you.
Data Protection
As a controller of personal data we are under an obligation to comply with data protection law, in particular, the Data Protection Act 2018 and, for so long as the laws of the European Union have force in the UK, the General Data Protection Regulation (EU) 2016/679. We will process personal data in accordance with our Privacy Notice as provided to you and updated from time to time.
Confidentiality
We shall not, except in the proper course of the performance of the services carried out by us for you, use or disclose to any third party any of your confidential information which may come to our knowledge in the course of providing services to you.
Limitation of Liability
As we are a limited company, the work carried out for you will be carried out by Arts Scape Limited and your contract is with Arts Scape Limited only and not with any employee, director or consultant of Arts Scape Limited. If you should ever require to make a claim against us in relation to any work we carry out on your behalf or otherwise, that claim may only be brought against Arts Scape Limited and none of the employees, consultants or directors of Arts Scape Limited would have any liability in respect of any such claim. You agree that you will not make any claim against the employees, directors, consultants or agents of Arts Scape Limited and you will only make a claim against Arts Scape Limited.
Our liability to you in respect of breach of contract or breach of duty or negligence or otherwise arising out of or in connection with our engagement or the services we provide shall be limited to that proportion of the loss or damage (including interest and costs) suffered by you which is ascribed to us by a court of competent jurisdiction allocating proportionate responsibility to us having regard to the contribution to the loss and damage in question of any other person responsible and or liable to you for such loss or damage. Our liability to you will in any event not exceed 10 times the value of our fees billed on the matter in question.
The exclusions and limitations in this section shall have no application to any liability for death or personal injury or any other liability which cannot lawfully be excluded or limited or to liability arising as a result of fraud on our part.
Disclosure
Our advice is provided to you and may not, without our prior written consent, be disclosed to any other party. You will not refer to us or our advice in any public document or communication without our prior written consent.
Consumer Protection
Where the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to the work we undertake for you (i.e. you are a consumer rather than a business), by instructing us to carry out that work you have entered into a contract with us in which you agree that we should commence that work on your behalf (the Contract). You acknowledge that on our commencing that work, you will be incurring fees attributable to that work. You will have 14 days from the date on which you provide us with instructions to cancel the Contract by notice in writing to us at our registered office, provided that you acknowledge that where we have at your specific written request commenced work on your behalf during such 14 day period, you will be liable to pay to us any fees incurred during that period.
Excluded Advice
We are providing you with business affairs advice. As we are non-practising solicitors we cannot provide you with investment services or advice in connection with litigation, probate or conveyancing, nor will our advice extend to the tax or pensions implications of the work on which we are advising you.
Force majeure
We shall not be liable to you if we are unable to perform our services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify you as soon as reasonably practicable.
Intellectual property
The intellectual property rights in any materials created for you by ArtsScape will be retained by ArtsScape, but we will grant you a non-exclusive licence to copy the materials for your own business purposes.
General
These Terms of Engagement supersede any earlier terms of business we may have agreed with you. These Terms of Engagement are governed by English law and any disputes arising in connection with these terms are subject to the exclusive jurisdiction of the English courts.
Our agreement with you is personal as between you and us and is not intended to confer any rights of enforcement on any third parties and the Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.
Arts Scape Limited
19 September 2018
