Terms and Conditions
1. Contract Terms
1.1 We agree to provide our services to you on the following terms. These constitute a contract between us and you and must be read together with any related documents explicitly agreed to be part of this contract.
1.2 In these terms:
1.2.1 “we” and “us” means Impact Planning Services Limited, a company registered in England under No: 5636403; and
1.2.2 “the Services” means the services that you have ordered from us and we have agreed to provide.
2. Service Levels
2.1 We will update you by telephone or in writing (including by email) on any work required and on progress on your matter, either regularly or following specific events agreed between us.
2.2 We will communicate with you in plain language.
3.1 You must pay our charges for the Services as agreed between us within 14 days of the receipt of our invoice. In the event of late payment we reserve the right to charge interest on the outstanding balance at the Statutory Rate.
3.2 Unless agreed otherwise, all our charges are exclusive of any applicable value added or other tax.
4. Your Obligations
4.1 We ask that you provide us with clear and timely instructions and all other information and documents necessary for us to do our work. You must update us if any facts, documents or circumstances change.
4.2 We will only have responsibility for doing something by a particular date as part of our specific instructions, if we have previously agreed in writing to do so.
5. Costs Estimates
5.1 Any costs estimate we give at any time is a guide to assist you in budgeting. It is not intended to be fixed, unless that is specifically agreed in writing.
5.2 Please note that this Practice records and charges consultancy time upon the basis of a minimum recorded at 0.25 hr intervals.
5.3 Any fixed fee, capped fee or other fee arrangement we agree with you, or any costs estimate we give you, is based on the scope of work anticipated and our assumptions about the matter at the time such arrangement is agreed. If the scope of the work changes or the assumptions change it will no longer apply, in which case we will discuss a revised fee arrangement or estimate with you.
In addition to our fees, we may from time to time incur out-of-pocket expenses on your behalf. These expenses will be charged to you and we may during any transaction ask you to pay money to us on account, or as and when we incur these expenses on your behalf. We will consult with you before incurring more substantial expenses. Where relevant, VAT will be added to such expenses incurred.
We use email unless we have been specifically requested not to do so or it is clearly inappropriate. Our computer systems are virus checked and, in addition, all our external email messages are checked for viruses by our internet service provider. Whilst we use all reasonable endeavours to prevent the transmission to you of known viruses you should also check all incoming electronic messages for viruses.
8.1 You may terminate your instructions to us at any time by telling us in writing. You will then be provided with a bill for our charges to date. If at any stage you do not wish us to continue doing work and/or incurring charges and expenses on your behalf, you should make that clear to us in writing.
8.2 Either we or you shall be entitled to terminate our agreement immediately by written notice to the other if the other commits any material breach of our agreement and, in the case of a breach capable of remedy, fails to remedy it within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.
8.3 Either of us can also terminate our agreement if the other is the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure. If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.
9.1 We warrant to you that we will seek to supply the Services with reasonable skill and care. We accept liability for our own negligence, but only to the extent stated in this clause. Our advice is solely for your confidential use. The advice should not be relied upon by any other person or third party for any other reason whatsoever. No liability is deemed to be owed or accepted by us to any other person. The extent of our liability, of whatever nature arising out of or in connection with this engagement, shall not exceed £500,000.
9.2 Nothing in these terms shall be construed as restricting or excluding our liability for death or personal injury or resulting from our negligence or for fraud.
9.3 Subject to the immediately preceding sub-clause, we shall be liable to you in respect of all direct loss or damage caused by our acts or omissions and those of our employees, agents or sub-contractors, other than Excluded Loss. In this clause the expression “Excluded Loss” means all special loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this contract) and loss, corruption or destruction of data or loss of profits, business or anticipated savings, whether incurred directly or indirectly, or any indirect or consequential damage whatever, either in contract, tort (including negligence) or otherwise.
10. Proportional Liability
In addition to the other limitations in this document, where we and/or third parties are responsible for any loss suffered by you, our liability for that loss will be limited to a fair proportion of your total loss calculated by reference to the extent of our responsibility. If you have engaged others to represent or advise you on a matter in which we are involved and you agree with any of them that their liability to you will be limited, in order that our position is not adversely affected by any such limitation of their liability, you agree that our liability to you will not exceed the amount which would have applied in the absence of that limitation. If you start proceedings against us for loss or damage and there is another person (for example, another adviser) who is liable (or potentially liable) to you in respect of the same loss or damage, then you will (if we so request) join them into the proceedings.
11. Papers and Documents
At the end of the matter, following payment of all outstanding fees, any original documents or other property that belong to you, which we hold, will be returned if you so wish. The file will be stored and kept for at least 6 years. During storage it will be readily obtainable if required. After at least 6 years and perhaps longer depending upon the circumstances of the matter, the file will be destroyed.
12. Force Majeure
Neither party shall be liable for any breach of these terms caused by matters beyond its reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving a party’s employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.
13.1 Any notice required or permitted to be given by either party to the other under these terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
13.2 No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us.
13.3 A person who is not a party to these terms may not enforce any of them under the Contracts (Rights of Third Parties) Act 1999.
13.4 If any dispute arises out of these terms we will both attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
14. General Data Protection Regulations
14.1 The new General Data Protection Regulation (GDPD) came into effect on 25th May 2018. As part of our data compliance duties at Impact Planning Services Ltd, it is our obligation to formally seek your agreement to retain your personal data for ongoing services, professional up-dates, briefings and events.
14.2 If you are happy to give consent for the retention of your personal data, then we will retain your details within our system until such time as you formally request your personal data to be ported and / or erased via the submission of a formal Subject Access Request (SAR). The request should be submitted in writing to this Company’s address or notified by email to firstname.lastname@example.org.
These terms shall be governed by the laws of England and we both agree to submit to the exclusive jurisdiction of the English Courts.