Terms of Business

1. General

1.1 An explanation of the various defined terms used in this document and/or our Engagement Letter can be found in section 19 below.

1.2 The scope of our work and our liability to you in respect of this Engagement is set out or referred to in our Engagement Letter (and/or its appendices) of which these Terms of Business form part. Should any of the terms of our Engagement Letter conflict with these Terms of Business, the former shall prevail.

2. Fees

2.1 Where they have not otherwise been set or agreed, our fees will be calculated by reference to the time spent on any particular assignment multiplied by the relevant hourly rates applicable to the Director or staff who provided the Services in question. Any fees or hourly rates quoted or estimated are exclusive of VAT and disbursements which shall be charged as applicable.

2.2 Our invoices are payable in full within 28 days of the invoice date.

2.3 If you disagree with, or have any questions relating to any invoice, you should notify us in writing within 28 days of receipt of the relevant invoice, after which time you will be deemed to have agreed the amount.

2.4 Where our appointment is by a charity on behalf of a subsidiary companies, our invoices may be addressed to either the party by which the engagement is held. parent company or the relevant group company or entity. Both parties remain jointly and severally liable for payment of the same until settled in full.

3. Your obligations

3.1 You will provide us with all necessary documentation, information and access to personnel required in order to enable us to perform the Services in accordance with the Engagement Terms.

3.2 You confirm that the information so provided is complete and accurate and you acknowledge that we may rely upon it.

3.3 You confirm that you will comply with all applicable laws and regulations relating to the Engagement.

3.4 Knowledge of information provided to individuals who fall within the definition of Alison Hone Limited in these Terms of Business but are not part of the immediate engagement team will not be imputed to the client team or the firm.

4. Our liability

4.1 We refer you to the cap on our liability set out in the Engagement Letter. Nothing in these Engagement Terms shall exclude or restrict our liability for fraud or dishonesty or otherwise to the extent that we cannot do so by law.

5. Intellectual Property Rights

5.1 Unless otherwise agreed, the Intellectual Property Rights in all materials provided to you, or otherwise generated during the course of carrying out the Engagement (including methodology, software and know-how), shall remain the property of Alison Hone Limited .

6. Conflicts

6.1 We have put in place procedures to identify where conflicts of interest may arise. Where we identify a conflict of interest and believe implementing appropriate procedures can properly safeguard your interests we will notify you (subject to any obligations we may owe third parties), explain the safeguards we have implemented and obtain your consent to their implementation.

7. Confidentiality, publicity and reliance

7.1 Save as required by law or regulation we will treat as confidential all information (whether provided orally, in writing or in any other form) which you provide to us for the purposes of the Engagement. We will, however, be free to use any skill, know-how or methodologies employed in performing the Services when performing services for other clients.

7.2 You will keep confidential any know-how, methodologies or technology used by us to carry out the Services.

7.3 Any reports, letters or other documents issued by us will be addressed to you. They are provided solely for your use and benefit and only for the purpose for which they were prepared. No report, letter or other document produced by us (in whatever form) may be reproduced or distributed, in whole or in part, without our prior written consent (save that our work product may be reproduced and distributed within your organisation - and/or shown to your professional advisers (without any responsibility to them on our part) on a need to know basis - solely for the purposes for which it was produced). Neither our advice nor any of the Services provided pursuant to the Engagement are intended, either expressly or by implication, to confer any benefit on any third party and the liability of Saffery Champness to any third party is expressly disclaimed.

7.4 You shall fully indemnify and keep us fully indemnified (and our partners, employees and agents) immediately on demand against any loss and damage directly or indirectly suffered or incurred by us arising out of or connected with any claim against us by a third party arising from your unauthorised disclosure of our letters, reports or other documents.

8. Delay and circumstances beyond our control

8.1 We will not be responsible for any delay in or any failure to perform all or any part of the Services where such delay or failure to perform is caused by matters beyond our reasonable control (including, but not limited to, your failure to provide, in a timely manner, the information referred to in the Engagement Terms).

9. Jurisdiction and governing law

9.1 The Engagement Terms and the Services provided pursuant to them shall be governed by and interpreted in accordance with English law.

9.2 The parties to these Engagement Terms irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the Engagement Terms and/or the Services to which they relate.

10. Quality of service

10.1 If, at any time, you believe our service to you could be improved, or if you are dissatisfied with any aspect of our service, you should raise the matter with Alison Hone who is responsible for providing our Services to We will address your concerns as promptly and carefully as possible.

11. File retention

11.1 It is our normal practice to retain documents relating to client engagements for 7 years after the work (or segment of work) to which the documents relate has been completed. Thereafter, unless otherwise agreed, we reserve the right to destroy or erase the documents (howsoever stored) without reference to you.

12. Data protection

12.1 We:

a. will request from you personal data;

b. may collect personal data about you from third parties;

c. may ask you for personal data about other people, in order to provide you with our services.

12.2 We collect and use personal data in accordance with our client privacy policy.

12.3 Where we collect from you, personal data about other people, you will notify those people of our use of their personal data which is in accordance with our client privacy policy.

12.4 Where we ask you for personal data in relation to our services, we will need that data in order to provide you with our services. For some categories of data we will also need to ask you for your consent (or another person for their consent) to use such data (such as data about health). We may be unable to provide you with services without that data, or (where required) that consent.

12.5 We may use your personal data for reasons other than our provision of services to you, and this only happens in accordance with our client privacy policy.

12.6 Our client privacy policy can be accessed on our website

13. Termination

13.1 Either party may terminate the Engagement by giving written notice to the other. If you are entering into the Engagement away from one of our offices, and as an individual (and otherwise than in the course of a business), you have the right to cancel the Engagement within 14 days.

13.2 We shall be entitled to charge, and be paid, for Services rendered pursuant to the Engagement Terms up to the date of termination, including expenses and disbursements reasonably incurred up to that time and including any costs incurred in finalising any ongoing work and affecting any handover to our nominated successor. The termination of the Engagement shall not operate to affect any provisions which (either expressly or by implication) survive such termination.

13.3 If you exercise a cancellation right under 13.1, we shall not be entitled to charge for Services rendered up to cancellation.

14. Our Director and employees

14.1 Having regard to our interest in limiting the personal liability and exposure to litigation of our partners and employees, you agree not to bring any claim of any kind against any of our partners or employees personally. This clause is specifically intended to confer rights on our employees and it is agreed that they will have the right to rely on it and enforce against you.

15. Electronic communications

15.1 During the performance of the Engagement, we may (unless you expressly ask us not to do so) communicate with you (and with others for the purposes of the Engagement), electronically. You accept that the electronic transmission of information cannot be guaranteed to be secure or free from error and it remains your responsibility to carry out virus checks of any attachments before opening any document (howsoever received). We and you shall take reasonable precautions to ensure that the transmission of personal data, as defined by the Data Protection Act 2018, is secure.

16. Assignment and sub-contracting

16.1 No party shall assign the whole or any part of the performance or benefit of the Engagement without the prior written consent of the other(s).

16.2 We may from time to time, without specific reference to you, subcontract aspects of the work we do for you to other entities. When we do so we shall take reasonable steps to ensure that all confidential information or personal data remains secure. We shall assume overall responsibility for any services provided by the relevant third party and you agree not to bring any claim against any entity to whom such work is sub-contracted.

17. Whole Agreement

17.1 The Engagement Terms, together with any agreed written variations thereto, set out the entire agreement between us and supersede all prior representations, agreements (including any tender documentation or information), negotiations or understandings, whether oral or in writing, other than any misrepresentation which is made fraudulently.

17.2 No person other than the parties to the Engagement Terms, their respective successors and assignees, shall have any right to enforce any of the Engagement Terms except to the extent that an employee wishes to enforce the rights conferred by Clause 17.1 above.

18. Severability

18.1 Should any of the Engagement Terms be declared void, illegal or otherwise unenforceable, the remainder shall survive unaffected.

19. Definitions

19.1 ‘Client’, ‘your’ or ‘you’ means the person, firm, company or other legal entity to whom our Engagement Letter is addressed and to whom the Services are provided.

19.2 ‘Engagement’ means the agreement between us for the provision of the Services upon the Engagement Terms (and/or any written variations agreed between us).

19.3 ‘Engagement Letter’ means the letter and appendices (including these Terms of Business) which sets out the basis of our contract with you.

19.4 ‘Engagement Terms’ means the terms contained (or referred to) in our Engagement Letter (of which these Terms of Business form part).

19.5 ‘Intellectual Property Rights’ means patents, trademarks, design rights (whether registerable or otherwise), applications for any of these, copyrights, database rights, trade or business names and other similar rights or obligations whether registerable or not in any country.

19.6 The expressions ‘Alison Hone Limited’, ‘our’, ‘we’ or ‘us’ means Alison Hone Limited, its directors, officers, staff, representatives and agents, and in all cases any successor or assignee.

19.7 ‘Services’ shall mean the reports, advice and/or other services to be provided by Alison Hone Limited pursuant to the Engagement Terms.