1. General Items
1.1 The following terms apply to all engagements or additional work accepted and provided by Us. These Terms should be interpreted together with an Engagement Letter and any other additional Fees agreed in writing under clause 5, which together will govern Our relationship with You (“Agreement”). The Agreement together with any documents incorporated or referred to in it (including any document incorporated via a website link) or annexed to it constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, promises, assurances and understandings between them whether written or oral, relating to its subject matter.
1.2 If there is any conflict between these Terms, the Schedule of Services or Engagement Letter respectively, then the provisions contained in the Schedule of Services shall prevail in preference to these Terms and the Engagement Letter and the provisions of the Engagement Letter shall prevail over the provisions of these Terms.
1.3 Where We act for two or more clients jointly, it is on the understanding that We are authorised to act on instructions from any one of them.
1.4 If this is the first set of terms that You have been provided with or have access to then these Terms will cover all previous work undertaken by Us for You.
1.5 We reserve the right to vary the Agreement from time to time and will update these Terms on Our website here and by notice in writing to You. You will be subject to these updated Terms if You continue to receive Services from Us following any such notice.
1.6 These Terms are applicable to all types of legal entities and/or natural persons and shall be interpreted accordingly. By accepting this Agreement You agree that all parties receiving Services or relying on the advice provided by Us under this Agreement are covered by the provisions of this Agreement.
1.7 For definitions applicable to these Terms please refer to the definitions contained at the end of these Terms.
1.8 The Agreement shall take effect on the earlier of the date of the Engagement Letter or the commencement of Our Services to You.
1.9 The Agreement is governed by the laws and will be subject to the exclusive jurisdiction of the courts of the location of the office from which We are engaged to provide the Services to You which is set out in Your Engagement letter.
1.10 If any provision of these Terms is held by a competent body or court to be void or unenforceable, then that provision will be deemed not to form part of this Agreement but the remaining provisions will continue to apply in full.
1.11 Each party acknowledges that, in entering into this Agreement and the documents referred to in it or annexed to it, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement or those documents. Each party agrees that its only liability in respect of those representations and warranties, or any statement set out in this Agreement or those documents (whether made innocently or negligently) shall be for breach of contract.
1.12 Unless otherwise agreed by Us in writing, Our client is the legal entity or natural person by whom We are engaged to undertake work as set out in the applicable Engagement Letter.
1.13 In the event that We use third party technology or services to provide the Services to You or which You access or use in the receipt of Our Services then such third party technology may have additional terms of use which will be made available to You at the time.
1.14 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of Us. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
1.15 The Agreement shall be binding on, and inure the benefit of, the parties to the Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.