Terms of Business
7 Winckley Square
Our Promises to You
Quality of service is key to us and meeting your requirements is crucial to our service. We therefore aim to keep the following customer promises:
- We will return your calls within 1-2 hours;
- We will draft/amend letters the same working day if you require;
- We will speak to you jargon-free;
- We will give you decisive options;
- We will listen to you and understand your goals;
- We will always seek to find a solution to meet your goals;
- We will provide you with regular legal updates, should you wish; and
- You will have access to us out of office hours via the AfterAthena Hub.
- Unless expressly agreed otherwise these Terms apply to each matter we work on with you. We may change these terms and conditions from time to time and will notify you of this in writing if we do so.
- We are a limited company registered in England & Wales with company number 05172986. Our registered office is 7 Winckley Square, Preston, Lancashire PR1 3JD. The term “partner” indicates a member of AfterAthena who is not in partnership for the purpose of the Partnership Act 1890. Please check our website for a full list of our directors. Our VAT number is 842085239.
- We are a firm of solicitors authorised and regulated by the Solicitors Regulation Authority (SRA) and our legal services under this agreement are regulated by the SRA. Our SRA number is 8001329. You can find out more about the SRA and view the professional rules which apply to us on the SRA website: sra.org.uk. Please note that owing to our professional duties as solicitors there are some limits on what we can do to help clients achieve their goals. We cannot, for example, break the law, act in a conflict of interest, mislead the Court or act in a manner deemed “unethical” by our regulator.
- We are not authorised by the Financial Conduct Authority. However, solicitors are able to provide certain financial services incidental to their legal work while regulated by the SRA. We are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance distribution activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the SRA. The register can be accessed via the Financial Conduct Authority website at fca.org.uk/firms/financial-services-register.
- This booklet sets out the Terms on which we will provide our Services to you.
We provide our Services subject to these terms and conditions (Terms). These Terms form part of your contract with AfterAthena Ltd, together with the terms of your signed Client Care Letter and Quotation. Unless expressly agreed otherwise Our Terms apply to each matter we work on with you. We may change these Terms from time to time and will notify you of this in writing if we do so.
- Definitions and interpretation
- In these Terms, the following expressions have the following meanings:
|A subsidiary or holding company of the Client or a subsidiary of such holding company as listed in the Service Agreement or on a separate sheet annexed to it as being covered by these Terms.
|The company, person or other organisation which enters the Service Agreement with the Company and any Associated Business where appropriate.
|AfterAthena Ltd (Company Number 05172986 and SRA number 8001329), whose registered office is at 7 Winckley Square, Preston, PR1 3JD.
|Employees of the Client and of any Associated Business excluding all directors and partners unless otherwise agreed. Directors and/or salaried partners (who are employees in law) will only be included in the definition of Employees if the same are specifically indicated as included in the Service Agreement.
|A claim made by an Employee in an Employment Tribunal or by the Client against an Employee, in respect of which legal expenses insurance is claimed by the Client and accepted by the Insurer pursuant to the terms and conditions of the insurance policy referred to in clause 3.1 of these Terms.
|The total fee stated in the Service Agreement or such other fee as is agreed between the Company and the Client for the provision of the Services or any part thereof from time to time.
|The period between the Client agreeing to enter a Service Agreement with the Company upon the expiry of the Client’s existing contract with a third party providing for the provision of services similar to, or the same as, those provided by the Company and the actual expiry to that third party contract, up to a maximum period of 12 months.
|The insurer which provides legal expenses insurance to the Client, arranged by the Company.
|The contract made between the Company and the Client for the provision of the Services comprising the client care letter, quotation form and including these Terms and any documents referred to herein (e.g. the terms of any insurance policy where insurance is to be provided).
|In relation to any part of the Services that is to be supplied for a fixed term, the period stated in the Service Agreement plus any Initial Period during which the Company agrees to provide the Services to the Client and such extension of that period as provided for by these Terms or otherwise agreed between the Company and the Client.
|Those services which the Company agrees to provide to, or put in place for, the Client from time to time, including but not limited to those listed in the Service Agreement and more particularly described in the Company’s Client Care Letter and/or Quotation where one exists, as annexed to the Service Agreement and in relation to any Initial Period the limited services which the Company agrees to provide during that period.
|The date upon which the Company agrees to start providing Services to the Client.
|These terms and conditions.
- Except where the context otherwise requires, references to persons includes bodies corporate, unincorporated associations and partnerships and the masculine gender includes the feminine and neuter and references to the singular include the plural and vice versa.
- During any Initial Period, the Company will provide the Client with a limited level of Services and the Company shall in its sole discretion be entitled to decide upon the extent of the Services to be provided in the Initial Period.
- The Company hereby agrees to provide the Services to the Client and, where expressly agreed in writing by the Company, to any Associated Business subject to these Terms and if it is agreed that the Company is to arrange legal expenses insurance on behalf of the Client, the Company agrees to use reasonable endeavours to do so, subject to these Terms. For the avoidance of doubt, these Terms shall apply as between the Company and the Client, not only to the services set out in this agreement but also to any other services which the Company performs or arranges for the Client after the date of this agreement.
- The Service Agreement will commence on the Start Date and, as regards those services that are to be provided for a fixed period, will continue for the Service Period unless terminated prior to the expiration of the Service Period or suspended in accordance with these Terms. In relation to those Services which are one-off Services or are otherwise not agreed to be provided over a fixed period, the Services will be provided in a reasonable time by the Company unless or until the Service Agreement is terminated or the Company suspends the provision of the Services under these Terms.
- The Company will carry out its obligations with reasonable care, skill and attention.
- The Client shall provide all information and instructions reasonably requested by the Company within the timeframe requested by the Company.
- Subject to the Company’s right to terminate in clause 7 below, in the event that the Insurer declines to insure the Client, the Company may in its sole discretion choose to continue with the Service Agreement on the basis that the Services will be provided but without the benefit of insurance. The Services would be as set out herein or otherwise agreed between the parties but excluding any obligation to seek to arrange insurance. The Client shall not be entitled to terminate if the Insurer declines to insure the Client.
- Legal Expenses Insurance
- If it is agreed that the Company is to arrange legal expenses insurance on behalf of the Client (in which regard the Service Agreement shall be definitive evidence as to whether such service has been requested or not), the Company will use reasonable endeavours to arrange for the Insurer to provide legal expenses Insurance to the Client during the Service Period. Legal expenses insurance will be provided by the Insurer to the Client subject to the terms, conditions, exclusions and limitations of the Insurer’s policy of insurance and the Company shall not be party to the insurance contract between the Client and any Insurer. The Company shall not be liable to the Client to the extent that the Insurer will not provide cover and the failure or refusal by the Insurer to provide cover shall not entitle the Client to terminate the Service Agreement. The Company is not obliged to seek insurance for the Client from any insurer other than the Insurer.
- The Client’s rights under any contract of insurance in relation to an Employment Claim, health and safety dispute or criminal prosecution (to the extent that the same are covered by the relevant insurance) are subject to and conditional upon these Terms and the terms and conditions set out in the Insurer’s insurance policy.
- The sum specified in the Service Agreement for legal expenses insurance is the fee charged by the Insurer as at the date of this Service Agreement. However the sum due in respect of legal expenses insurance may vary up or down, as specified by the Insurer from time to time. The Company will invoice the Client for the sum due in respect of any legal expenses insurance obtained for the Client plus Insurance Premium Tax on a monthly or annual basis. The Client shall pay that/those invoice(s) within 14 days of the date of the invoice. In this regard, time shall be of the essence. The Company will pay the Insurer the required amount for providing the legal expenses insurance but in the event that the Client does not pay the Company’s invoice in respect of the legal expenses insurance strictly in accordance with this clause and continues to fail to do so after 45 days of the date of the invoice, the Company shall be entitled to cancel the legal expenses insurance obtained for the Client.
- Where legal expenses Insurance is taken out by the Client, the amount payable in respect of the same shall initially provide cover for a 12 month period from the date of payment. If in accordance with these Terms the cover is to continue beyond this date, the Company will invoice the Client for the premium and Insurance Premium Tax for the next 12 months upon expiry of the previous 12 month period. The Company’s invoice(s) in this regard shall be payable in accordance with clause 3.3 above and the provisions of clause 3.3 as regards cancellation of the legal expenses insurance shall apply if the Company’s invoice is not paid strictly in accordance with clause 3.3.
- Legal expenses insurance is quoted annually on the Client’s behalf by the Company. The Client will be asked to complete an Annual Declaration Form so that the Insurer can issue correct legal expenses insurance cover for the Client. It is important that significant changes (+/- 15%) to the number of staff whom the Client employs is notified promptly to the Company. If the Client is in any doubt in relation to what constitutes a significant change, it should contact the Company for clarification.
- Circumstances which the Client must notify to the Company include:
- any recent or proposed dismissals;
- any recent redundancies or proposed redundancies;
- any worker at the final written warning stage of the disciplinary procedure;
- any worker who has made a complaint stating that a circumstance has arisen which has varied their terms and conditions of employment;
- any worker who has made a complaint relating to alleged non-payment of wages or holiday pay or any other sum; and
- any worker who has made a complaint relating to discrimination on grounds of sex, race, age, religion, religious belief, sexual orientation or disability.
- If an insurance policy is issued, it will only cover employees working in the UK and does not provide cover for staff employed outside the UK.
- The Client’s attention is drawn to the full terms and conditions of the insurance policy (a copy of which has been provided to the Client or is available on request) and, in particular, the conditions relating to claims. The Client must seek and follow the advice of the Company before dismissing any employee or making any significant variation to an employee’s terms and conditions of employment. The Insurer will appoint legal advisers to act for the Client. Using the Client’s own legal advisers (other than the Company) may prejudice the policy cover. The Client must not incur any costs prior to receiving the Insurer’s written consent. The Client must not discuss or make any offer of settlement without the Insurer’s consent. The Client must always act to limit the effect of anything which may lead to a claim under the insurance policy to the extent that one is issued.
- Health & Safety AND HR e-Learning
- The following terms apply where the Client requests the provision of Health and Safety and HR e-Learning (the eLearning) provided by a third party on behalf of the Company. Subject to the provisions of this clause 4 the Company will provide the Client with such number of credits as agreed between the Client and the Company, to be used in respect of the eLearning courses for the fee stated in the Service Agreement. The Client may purchase further credits from the Company to be used in respect of on-line Health and Safety/HR Training Services. The fee for such additional credits shall be as notified by the Company to the Client from time to time.
- Fees due in respect of any credits which the Client wishes to purchase pursuant to clause 4.1 above shall be paid in advance by the Client.
- The Company shall be under no obligation to provide credits for the eLearning service. The Company will refund the Client any payments received in respect of credits which the Company is unable to provide.
- Other than in the circumstances set out in clause 4.5 below, because the Company is not the provider of the eLearning service the Company has no control over the contents of the same. Therefore the Company’s liability for any loss (including but not limited to direct loss, indirect loss, consequential loss, loss of profit, loss of business, loss of productivity or wasted staff time), liability, costs, claims, fines, damages or expenses incurred by or made against the Client in connection with the eLearning (including but not limited to as a result of inaccurate or poor advice or information being provided as part of that service or as a result of any technological failure in relation to that service) shall be limited to the price of the credit purchased from the Company in relation to the particular course or incident in question.
- The Company shall not be liable to the Client for any loss (including direct loss, indirect loss, consequential loss, loss of profit, loss of business, loss of productivity or wasted staff time), liability, costs, claims, fines, damages or expenses incurred by or made against the Client as a result of the supplier of the eLearning service falling to provide the service as a result of the supplier’s insolvency after the Client has purchased credits from the Company and paid for the same.
- People Portal/AfterAthena Hub App
- Additional terms apply where the Client requests the provision of on-line absence/holiday management or ER Case Hub software (People Portal) provided by a third party on behalf of the Company. These will be provided to the Client, where applicable.
- As part of the Services, the Client may have access to the AfterAthena Hub App (the App). The App contains services provided by third parties, which the Company takes no responsibility for and nor does the Company accept any liability in respect of any third party services on the App which are used by the Client.
- The Client should also be aware that the Company receives payments from its partners on the App. These include a 10% fee share with Big 5 Assessments and 5% fee share with Innovate Occupational Health.
- In consideration of the provision by the Company of the Services, the Client shall pay the Fee plus VAT strictly in accordance with the payment terms set out in the Service Agreement. Where there is an agreed Initial Period, the Fee shall not become due until the end of that period. In relation to any Services agreed to be provided after the date of this agreement, the fee agreed in respect of such Services shall be paid within 14 days of the Company’s invoice in respect of the same.
- If the Client fails to make any payment in respect of the Fee on a due date or fails to pay any other sum claimed by the Company from the Client (including, but not limited to, sums that have been paid to third parties by the Company on the Client’s behalf, whether as agent or otherwise) and fails to remedy the same within 14 days of being required by the Company to do so, then in relation to the Services to be provided over a fixed period, the balance of the total amount payable over the current fixed period will fall due to the Company immediately. In relation to any other Services, any sum payable in respect of those Services whether the same has yet fallen due, will fall due to the Company immediately. Further, without prejudice to any other rights or remedies available to it the Company shall be entitled:
- to suspend the further provision of Services until all sums due to or claimed by the Company, whether under the Service Agreement or otherwise, have been paid to the Company; and/or
- to charge to the Client interest before and after judgment on any unpaid part of the sums due to, or claimed by, the Company, whether under the Service Agreement or otherwise, at the rate of 2% per calendar month or part thereof until full payment is received by the Company; and/or
- to terminate the provision of the Services or any part thereof.
- Time shall be of the essence in relation to the obligation on the Client to pay any sum due to or claimed by the Company, whether under the Service Agreement or otherwise.
- All amounts due from the Client to the Company shall be paid by the Client to the Company in full. The Client shall not be entitled to make any deduction or withholding (other than any deduction or withholding of tax as required by law) and the Client shall not be entitled to claim set-off or to counterclaim against the Company, in relation to the payment of the whole or part of any such amount or any amount claimed as payable by the Company.
- The Client is liable to pay the Company charges including fees for time spent, disbursements and tax (including VAT on our time spent and disbursements). The Company’s method of charging may be based upon an hourly rate or a fixed fee. We will explain whether we are charging on an hourly rate or fixed fee basis together with the details of our hourly rates in the Service Agreement.
- The Company’s time spent on a matter is calculated in six minute units rounded up to the nearest full six minute unit of time. For example, short or standard letters, emails and phone calls may require less than six minutes of a fee earner’s time but will still be charged as one six minute unit. Each six minute unit is the equivalent of 10% of our hourly rate.
- The Company reserves the right to vary its hourly rates, for example at the start of a new year. The Company will give the Client advance notice of any proposed change. If the Company feels it is necessary to vary hourly rates due to the nature of the Client’s instructions changing (such as in respect of the urgency of the matter), the Company will notify the Client of this and agree an appropriate alternative hourly rate with the Client.
- When charging on an hourly rate basis, the Company may at the beginning of a matter provide an estimate of the total costs for the Client’s matter or for reaching a certain stage in the matter. Similarly, the Company may publish on its website estimates of costs or automated quotes. These are estimates only and the Company may provide you with updated estimates as the matter progresses. The costs estimate is not a cap. You remain liable for all charges, whether our original estimate is exceeded or not.
- The Fees and disbursements are subject to VAT. All hourly rates and costs estimates quoted by the Company are exclusive of VAT unless expressly stated otherwise.
- Unless expressly stated otherwise within the Service Agreement, if the Company agrees to provide Services to a Client on a fixed fee basis and those Services are terminated (either by the Client or by the Company under these Terms), the Company reserves the right to charge the Client the full fixed Fee. At the Company’s absolute discretion, it may alternatively agree to reduce the Fee to a sum equivalent to what our charges would have been for the work undertaken on a time spent basis applying our standard hourly rates.
- The Company may require a payment on account of the Fee prior to providing the Services and/or to continue to provide the Services. The Company is not required to use a payment on account of costs to fund interim bills but reserves the right to transfer monies paid on account of costs for payment of outstanding charges upon the raising of a bill.
- The Company may, as the Client’s agent, ask others to work on the Client’s behalf and the Client will not be responsible for their fees as incurred “disbursements”. Disbursements are costs related to the Services that need to be paid to other people but the Company handles the payments on the Client’s behalf to ensure a smoother process.
- Either party will have the right terminate the Service Agreement immediately at any time by giving written notice to the other party if:
- the other party commits a material breach of any of the Terms of the Service Agreement and fails to remedy the same within 30 days of being required in writing by the terminating party to do so;
- the other party repeats or continues after written warning any other breach of the Service Agreement; or
- the other party is unable to pay its debts as and when they fall due or goes into liquidation or has a receiver or an administrator or an administrative receiver or a provisional liquidator appointed over all or any of its assets or is made bankrupt or enters into a voluntary arrangement or other scheme of arrangement or compromise with its creditors.
- The termination of this Service Agreement will be without prejudice to the rights of the parties accrued at the date of termination and to any rights which are expressed or by implication intended to continue thereafter.
- The Company shall be entitled to terminate the Service Agreement immediately upon providing written notice to the Client if the Insurer declines to insure or renew the legal expenses insurance for the Client.
- The Company shall be entitled to terminate the Service Agreement immediately upon providing written notice to the Client if any representation or warranty by the Client proves to be untrue or inaccurate in any material respect.
- Either party will have the right terminate the Service Agreement immediately at any time by giving written notice to the other party if:
- The provisions of this clause 8 shall apply except to the extent that express provision is made elsewhere in these Terms as regards the Company’s liability.
- The Company shall not be liable to the Client or any Associated Business for any indirect, consequential, or financial loss (whether for loss of revenue, profit, savings or otherwise) which arises out of or in connection with the supply of Services by the Company.
- In any event, except in respect of fraud and death or personal injury caused by the negligence of the Company, the entire liability to the Company for claims, liabilities, losses, expenses, costs, fines, damages and proceedings arising out of or in connection with the Service Agreement or the Services generally shall not exceed the greater of:
- the insurance cover effected by the Company and available to meet the claim, if any; or
- the price payable for that part of the Services in respect of which the claim is made.
- If the Company is in breach of the Service Agreement and fails to provide the Services, the Company’s liability shall not in any event exceed the excess (if any) over the Fee (or relevant part of it) of the cost to the Client (in the cheapest available market) of similar services to replace those not provided.
- The Client shall indemnify the Company against all claims, costs, liabilities, fines, damages or expenses (including loss of profit) however indirect or remote resulting from cancellation or other breach of the Service Agreement by the Client.
- Restriction on Recruitment of Staff
- Whilst any employee, associate or consultant of the Company is working with or on the instructions of the Client and for twelve months afterwards, the Client and/or any Associated Business will not engage (whether as an employee, associate, consultant or otherwise) that employee, associate or consultant or agree to do so other than through the Company. The Client will procure that any Associated Business complies with this clause 9.
- In the event that clause 9.1 is breached, the Client will pay to the Company on demand a recruitment fee which in the case of an employee shall be equal to 33% of the employee’s annual remuneration on the date of employment by the Client plus VAT and in the case of an associate or consultant of the Company, shall be equal to 33% of the total sum paid to the relevant person by the Company in the 12 months prior to the engagement of that person by the Client and/or an Associated Business plus VAT. This fee recognises the likely cost to the Company of recruiting and training a replacement for the employee and the benefit to the Client of obtaining the relevant individual’s services.
- Confidentiality and protecting individuals’ data rights
- The Company will collect information about the staff of individual Clients and Associated Business’ Clients and keep this on its computer system, in email, in cloud storage and on paper for a certain period of time. The main reasons for this are to:
- deliver the Services the Company has agreed in contract to provide to the Client and/or Associated Business (for example, the Company may use the Client’s information to write letters on a Client’s behalf or to prepare legal documents during the Services); and
- comply with the law (for example, the Company may have to perform “conflicts of interest” checks prior to performing the Services against a list of current and former clients). The Company also has a legal duty to report suspicious activity to the National Crime Agency (NCA) if it suspects money laundering is taking place.
- In some cases, the Company may hold more “sensitive” information about an individual, such as about health. This may be necessary to perform the Services. The Company is permitted to use such information to provide legal advice to the Client or in connection with equality legislation.
- The Client can withdraw consent to its information being used in a particular way but this may limit what the Company can do for the Client (if anything).
- The Company may send the Client newsletters or similar. The Company will rely upon the “legitimate interest” it has in maintaining contact with current and former clients to do this in data protection law and the Client’s agreement for the purposes of the Privacy & Electronic Communications Regulations (which can be implied under these Regulations).
- The Client’s information may be kept on computer servers within the UK or the European Union. If at any point information is stored on computer servers outside of the UK or the EU, the Company will have selected countries which are either approved for this purpose under relevant data protection legislation or are located where the Company is happy that the safeguards are in place in that country to protect the Client’s information and are appropriate under such legislation.
- The Company does not use the Client’s personal information to make “automated decisions” which affect the Client.
- Generally speaking, the Company will not share the Client’s information with third parties unless this is part of the Services. For example, lawyers frequently may need to send certain information about clients to other lawyers working on a matter, to Court or to government bodies. In rare circumstances, the Company sometimes need to make reports of suspicious activity to the NCA. The Company also works with some trusted contractors or consultants who may have access to the Client’s information, such as service providers or copiers. All contractors have a contract with the Company which requires the Client’s information be accessed appropriately and kept confidential (among other data protection requirements). Similarly, the Company may occasionally need to share the Client’s matter information with its professional indemnity insurers and their advisers. If the Client instructs the Company jointly with another client, then it will be necessary to share certain information relevant to the Client with the corresponding joint client in order to fulfil the Client’s instructions to the Company.
- The Company reserves the right to destroy non-original material at any time after the conclusion of the Services. The Company generally retains files for a period of time after payment of the final Fee and then destroys them thereafter. At the end of the Services any original documents will be returned to the Client but, if the parties agree, the Company may retain certain originals for longer than this time period. The Company will also always keep a small amount of information after file closure to conduct conflicts of interest searches in the future to comply with its professional duties.
- The Company does normally have a right to payment of any outstanding costs before releasing a whole file to the Client, but individuals may arguably have a separate right under the UK data protection legislation to access certain “personal data” without This may include having it in a particular electronic format (“portable” format).
- The Company’s general contact details are set out in the Client Care Letter and the contact details for the Company’s Information Officer can be found on its website. The Client should contact this individual if they wish to exercise one of their data protection “rights” and in particular if they:
- wish to complain about how their personal data is being used; and/or
- wish to request that their records about their personal information be corrected or deleted.
- Whilst the Company is regulated as a firm of solicitors by the SRA, if the Client has a complaint about how its personal information is being used which the Company has not been able to address, the Client may also be able to make a complaint to the Information Commissioner’s Office (ICO) directly. The Client can learn more about the ICO and personal data rights at:ico.org.uk.
- The Company will collect information about the staff of individual Clients and Associated Business’ Clients and keep this on its computer system, in email, in cloud storage and on paper for a certain period of time. The main reasons for this are to:
- Anti-money Laundering and financial crime procedures
- As a firm of solicitors, we must comply with different legal and regulatory requirements aimed at preventing crime. You agree to co-operate with us in order to verify your identity, your business structure (if applicable), organisation history (if applicable) and sources of income and other matters relevant to discharging our legal and professional duties in this respect. This may include providing us with identification and other documentation for verification but could also involve disclosure of more personal information such as bank statements and evidence of income. We are grateful to our clients for their understanding and patience while we discharge our professional duties.
- We use digital applications to verify a person’s identity via a mobile phone App. Use of digital Apps offers a seamless and efficient way to verify your identity using advanced technologies such as biometrics and facial recognition. If you have any issues in completing an ID check, please contact our Onboarding Team to discuss further (01772 904307).
- In appropriate cases, the Company may need to report information about the Client or the Services to the NCA and in such an event the Company would be prevented by law from informing the Client of this fact. The Company must therefore reserve the right to halt progress of the Client’s case and to temporarily retain any Client money held pending compliance with the Company’s professional duties without any further notice or explanation the Client.
- There are strict limits on how the Company may operate its client account (used to hold money on a Client’s behalf in connection with a legal transaction). The Company generally does not accept cash. The Company cannot offer a banking facility and there are limits on the manner in which funds can be paid into and out of our client account.
- Unless otherwise agreed, these Terms apply to any future instructions given by the Client to the Company.
- The Client’s continuing instructions in respect of the Services will be deemed to constitute acceptance of these Terms, albeit the Client should sign and date the Client Care Letter and return it to the Company.
- The terms of any Client Care Letter sent to the Client regarding a specific matter will apply and will take priority over these general Terms.
- Unless otherwise agreed in writing to the contrary, the advice provided and the work carried out by the Company in relation to any matter is intended to be relied upon only by the Client and no other person or entity, and the Company accept no liability to third parties.
- Communicating with the client and business hours
- Most Clients prefer to use email for written communications, even though email may not be secure. The Client consents to the Company corresponding with it by email and relying upon communications coming from its email account unless the Client tells the Company otherwise in writing.
- The Company takes reasonable steps to minimise the risk of its email or computer systems carrying a virus or similar harmful items. The Client agrees to also take reasonable steps to properly secure its communications with the Company and protect the email and computer systems used for its matters. This is important in order to protect the Client’s rights and funds. The Client can learn more about staying safe and secure online including good password practice at: https://www.cyberessentials.ncsc.gov.uk
- The Company will not accept any instructions from the Client to alter its banking details or instructions in relation to where money should be sent if received by email. This is due to the risk of fraud by someone impersonating the Client to divert its money to them instead of the Client. The Company reserves the right to take the time to confirm such instructions with the Client personally by telephone and by other reasonable means before acting on such instructions. Similarly, the Client agrees not to rely upon any change of bank details notified to it in relation to the Company, including by email, even if it appears to come from the Company. Fraudsters can convincingly impersonate email accounts. If the Client receives any such email purportedly from the Company or any other suspicious looking communication which appears to be from the Company, the Client should call the Company on a known number to speak to it immediately. The Company will not be liable for any losses or damage resulting from funds being sent to an incorrect account or for the interception of payments made in the normal manner.
- The Company’s normal working hours are between 9:00am and 5:00pm, Monday to Friday, except for bank holidays. While its staff may sometimes respond to communications and work outside of normal office hours, this is entirely at the Company’s discretion and the Company would ask the Client to respect that there will be times when it is not available.
- The Company will generally take instructions from the individual(s) of the Client named in the Client Care Letter. The Company reserves the right to insist upon sight of a formal resolution by the Client as to whom shall instruct it in the future in the event of potentially conflicting instructions from different individuals connected to a Client and any question as to from whom the Company should take instructions.
- The Company supports and promotes equality and diversity. If it would assist for the Services to be delivered in a different way, please let the Company know and the Company will investigate how it can assist. A copy of the Company’s Equality and Diversity Policy, which includes information on reasonable adjustments, is available upon request.
- Holding client money and payment of interest
- The Company may hold money on the Client’s behalf in its client account. The Company client account is in England and Wales and is covered by the Financial Services Compensation Scheme. The Client should be aware, however, that there is a limit of £85,000.00 for all monies held by them in the particular bank, whether via our client account or otherwise, as well as certain eligibility conditions. For more information visit https://www.fscs.org.uk.
- The Company keeps interest paid on the general client account for itself. However, the Company has adopted a policy of paying to Clients a fair and reasonable sum in lieu of interest on the monies held when it is fair and reasonable to do so. While the Company strives to adopt a fair policy, Clients should understand that they are unlikely to gain as much interest on monies held by us as part of their legal matter as they might if they invested the money themselves.
- The Company does not pay interest to Clients for money held in circumstances in which it is not required to do so and where the Company considers that this would be inappropriate, namely:
- where the amount of the interest calculated under the Company policy is less than £20.00 (for reasons of administrative cost and proportionality);
- on money held for professional disbursements (such as a barrister’s or translator’s fees) if that person has requested a delay in payment of the fee;
- on money held for the Legal Aid Agency (if applicable);
- on an advance by us into our general client account to fund a payment on the Client’s behalf in excess of funds already held for the Client in that account;
- where the Company has agreed with the Client, because it is fair in all the circumstances to do so, not to pay any interest in their particular case, i.e. because the Client has contracted out;
- where the Client has instructed the Company to hold the money in such a way that unusually no interest is in fact accrued.
- The Company keeps the £20.00 cap and levels of interest payments made under review as interest rates change from time to time.
- The Company policy is to:
- compound interest monthly;
- pay interest at the end of the Client’s matter, save for where it is more appropriate to account for a sum in lieu of interest on an interim basis owing to monies being held for an unusually long period of time; and
- calculate interest in accordance with applicable rates during the period for which the Company holds cleared funds for the Client.
- Any refund which may be due to the Client can only be made in circumstances where all necessary checking procedures have been completed and where the original payment has cleared through the banking system and the Company is holding cleared funds in its account. Where payment has been made to the Company by credit/debit card, a refund can only be made to the card used to make the payment. Any funds paid on account which are due to be refunded, will be treated as described under clause 14 Unless paid by credit/debit card a refund can only be made to the Client and not to any third party, regardless of who made the payment.
- Credit Limit
- The Company reserves the right to apply a credit limit to the Client. An additional credit limit may be applied to the Client and its Associated Businesses together. Where a credit limit applies, the Company reserves the right to suspend all further work on the Client’s behalf, (including incurring expenses) until the aggregate value of un-invoiced work and expenses and unpaid invoices for the Client and/or Associated Business is reduced below the applicable credit limit and/or all requested payments on account have been received.
- Limitation of liability and professional indemnity insurance
- The Client agrees to the limits on the Company’s liability set out in these Terms and that these are reasonable in all the circumstances.
- For the avoidance of doubt, nothing in these Terms seeks to exclude or limit the Company’s liability in respect of its liabilities which cannot lawfully be excluded or limited, such as in respect of death, personal injury, fraud or fraudulent misrepresentation. The following terms should therefore be read subject to this.
- The Company will not be liable for any special, indirect or consequential loss or damage of any kind (whether foreseeable or known or not) including loss of profit, revenue, income, business, opportunity, goodwill or similar economic loss or damage.
- The Company shall not be liable to the Client for any loss or damage arising as a result of “force majeure” (i.e. if the Company is unable to perform any of the Services as a result of a cause beyond its reasonable control).
- The Company will not be liable for any loss or damage of any kind arising as a result of it complying with its legal and regulatory duties, such as delays or disclosures arising in the context of compliance with anti-money laundering legislation.
- The Company will not be liable for any services or product provided by any third party even if instructed by the Company on the Client’s behalf or utilised by the Company in the provision of its services to the Client.
- The Company will not be liable in respect of any losses arising from the failure of any bank with whom the Client’s funds have been deposited.
- The Company will not be liable to anyone who is not its Client in respect of professional negligence. These Terms confer no rights on any third parties and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
- The Company’s maximum liability to the Client for all and any claims, losses, liabilities, costs and expenses of whatever nature, and whether incurred directly or indirectly, arising out of its engagement (whether in contract, tort or otherwise) will not exceed £3,000,000 (three million pounds) or such higher amount as the Company specifically notifies to the Client in the relevant Client Care Letter. The cap will apply whether the liability arose by reason of negligence, breach of contract, breach of statutory duty or otherwise and whatever the type of loss or damage arising (subject to the limits on the Company’s ability to lawfully exclude and limit liability as detailed above).
- The Services are provided by the Company’s lawyers and professionals for and on behalf of the Company. The Client agrees not to bring any claim against any of the Company’s staff including principals (i.e. partners/members/directors) in connection with any loss or damage suffered in connection with the Services. Please note that this does not restrict the Client’s rights to compensation in appropriate cases from the Company’s insurers or from the Company as a law firm.
- The Company will only provide advice on matters within the scope of its instructions. The Company appreciates that this places limits on how it can help but it is important that the Company does not stray into areas beyond its expertise. Please note in particular therefore that (unless explicitly stated otherwise within the Client Care Letter) tax advice, advice on the law of jurisdictions outside of England and Wales and financial, accounting and commercial advice is outside the scope of the Company’s This means that the Company will not provide the Client with any advice on these matters or any other matters outside of the scope of the Service Agreement. The Company will not take account of any goals sought in respect of matters outside the scope of the Service Agreement with the Client, even if a relevant issue arises during the course of the Services. The Client may therefore wish to seek separate specialist advice if assistance Is needed with matters outside of the scope of the Service Agreement.
- Conflicts of interest
- The Company must not act for the Client where there is a conflict of interest between the Client and the Company and another of its clients. If a conflict of interest arises, the Company will inform the Client and seek to address the conflict to ensure that the interests of all clients concerned are adequately protected.
- Equality and Diversity
- The Company is committed to promoting equality and diversity in all of its dealings with all clients, third parties and employees. The Client should contact the Company if it would like a copy of the Company’s Equality and Diversity Policy. At the Client’s request, the Company will implement any reasonable adjustments bearing in mind the cost and availably of provision.
- If any provision or provisions of the Service Agreement including these Terms is found to be unlawful, void or otherwise unenforceable then it is agreed that the remainder of the Service Agreement including these Terms shall remain valid and enforceable.
- Governing jurisdiction
- This agreement, including these Terms, shall be governed by and construed in accordance with the laws of England and Wales. It is agreed that the Courts of England and Wales shall have exclusive jurisdiction over any dispute or controversy arising from our agreement and these Terms.
- Fire Risk Assessment
- Where the Services include the carrying out of a fire risk assessment for the Client, the Client agrees to provide to the Company an up to date, accurate and scalable drawing and building plans for the premises to the Company at least 4 weeks prior to the Company’s fire risk assessor (Fire Risk Assessor) arriving on site to carry out the fire risk assessment.
- The Company will assume (unless told otherwise by the Client) that the building being assessed meets all relevant and required building regulations.
- The fire risk assessment undertaken by the Company will be a Type 1 nondestructive survey, it will be assumed by the Company (unless told otherwise by the Client) that the fabric of the building meets all relevant fire and building regulations.
- The Company will assume (unless told otherwise by the Client) that all materials within the construction of the Client’s building meet building regulations and fire regulations, laws, and standards.
- The fire risk assessment is based on what is seen by the Fire Risk Assessor on the day of the assessment. If the use of building, occupancy or any other material changes are made to the building then the fire risk assessment will no longer be valid. Moreover, if a process that is undertaken within the building which is likely or could possibly lead to an increased chance of fire is not shown to the Fire Risk Assessor then this will be excluded from the assessment and the assessment should be seen as void.
- If access to areas, locations or parts of the Client’s building are restricted then
these will be excluded from the scope of the fire risk assessment. Moreover, if there is potential for these areas of the Client’s building or the processes within to cause or increase the likelihood or severity of fire then the fire risk assessment will be void.
- The Company will assume (unless told otherwise by the Client) that all locations of the Client’s building are safe for the Fire Risk Assessor to access.
- An employee/director/relevant person who is familiar with the Client’s building and the processes within it must accompany the Fire Risk Assessor during the fire risk assessment process.
- The fire risk assessment is a risk assessment and guide for the relevant duty holder to process and act on the findings. It is not therefore the responsibility of the Company or the Fire Risk Assessor to make changes to the premises or processes within the premises in connection with the fire risk assessment. This responsibility lies solely with the Client.
- The Fire Risk Assessor is not responsible for liaising with enforcing authorities. Further to this, any recommendations made by enforcing authorities should be followed even if in contradiction to the Fire Risk Assessor.
- The Fire Risk Assessor and Company do not accept responsibility for the decision to allow the Client’s premises to be used for their present purpose. This responsibility remains with the responsible person. Liability for management procedures, e.g. evacuation management and maintenance of firefighting equipment remains with the Client.
- The responsibility for the management of fire alarms remains solely with the Client. The Company and its Fire Risk Assessor cannot and will not accept any responsibility for this.
- The Client represents, warrants and undertakes to the Company that all information supplied by the Client to the Company and by the Client to the Insurer and/or any third party provider of any Service or part thereof is and will be true and accurate.
- All Fees unless otherwise stated are exclusive of Value Added Tax or Insurance Premium Tax (as applicable). Where a charge for Value Added Tax or Insurance Premium Tax is stated herein the Company reserves the right to amend that charge if there is any change in the rate of the same.
- The Service Agreement shall not constitute a partnership between the parties.
- The Service Agreement represents the entire agreement and understanding between the parties in relation to the subject matter thereof and the parties confirm that they have not relied on any representation or warranty which does not term part of the Service Agreement in entering into it.
- The Company shall be entitled to subcontract the provision of the Services where it considers appropriate and for the avoidance of doubt where it does so the Company’s liability in respect of the relevant Services shall be as provided for in these Terms including but not limited to clause 8.
- All notices to be given under this agreement will be in writing and will be either delivered personally or sent by first class post to the address of the recipient set out in this agreement or to any other address that the recipient may notify to the other party from time to time for the purpose of receiving notices and will be deemed duly served in the case of a notice delivered personally at the time of delivery and in the case of a notice sent by post two business days after the date of dispatch.
- Where under the Services visits to the Client’s Premises have been arranged, they must only be cancelled by the Client providing at least 10 working days’ prior written notice in writing to the Company. Cancellation after this period will result in forfeiture of the allocated visit. This is particularly relevant where the Services include scheduled visits by the Company’s H&S Consultants.
- The Client should note that if under the Services a HR professional is appointed by the Client to conduct an internal hearing (disciplinary/grievance, etc) they do so on the understanding that the Company’s HR professional will fully conduct the internal process and arrive at their own conclusions which may include overturning any prior decision made by the Client. If the Company’s HR professional is unable or is prevented from conducting the matter and/or arriving at a conclusion with full autonomy, they will cease to conduct the activity and all and any of the Fee accrued at that point will be payable.
- The Client should also note that any information shared with the Company’s HR professional in their role as an internal decision maker does not attract legal professional privilege.
- In consideration of the Company providing the Services to the Client at the Associated Business’ request, the Associated Business (if any) guarantees the payment of all sums due to or claimed by the Company from the Client whether under the Service Agreement or otherwise and further the Associated Business (if any) indemnifies the Company in respect of any loss, damages, fees, costs, claims, expenses, fines or liabilities incurred by or made against the Company in connection with the Client’s breach of the Service Agreement. The Company and the Client shall be entitled to vary the terms of the Service Agreement without consulting the Associated Business and such a variation of the terms of the Service Agreement between the Company and the Client shall not discharge the guarantee given by the Associated Business in this clause.
- The Company shalt not be under any liability of any kind for non-performance or defective performance in whole or in part of its obligations under the Service Agreement as a result of any circumstances beyond the practicable control of the Company.
- The Service Agreement and any dispute arising in relation to it shall be governed by and construed in accordance with English law and any dispute between the parties whether in relation to the Service Agreement or otherwise shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
- Calls made to AfterAthena Ltd may be recorded for training, quality and service delivery purposes.
- Complaints and other concerns
- We are confident of providing a high quality service in every respect. If, however you have any questions or concerns about the work carried out for you or a bill you have received, please raise them in the first instance with the person dealing with your case. If that does not resolve the problem to your satisfaction then please contact the supervisor named in your initial letter, or alternatively you may prefer to email Complaints@afterathena.co.uk . Alternatively, you can write to us, addressing your letter to: Richard McDowell, Head of Client Resolution, Napthens, 7 Winckley Square, Preston PR1 3JD. The Head of Client Resolution has overall responsibility for dealing with complaints but Nabila Pervaiz, Complaints Executive, also works in the team and she will usually have day-to-day conduct of individual cases.
- We value you as a client but if at any point you become unhappy with the service we provide to you, then please inform us immediately so that we can do our best to resolve the problem for you. You can obtain a copy of our complaints procedure here https://www.afterathena.co.uk/complaints-handling-policy/
- The Legal Ombudsman expects complaints to be made to them within one year of the
date of the act or omission about which you are concerned, or within one year of your realising there was a concern. You must also refer to the Legal Ombudsman within six months of our final response to your complaint.
- Individual consumers and smaller organisations may be entitled to complain to the Legal Ombudsman about our service if they remain dissatisfied. The Ombudsman would generally expect clients to follow a firm’s internal complaints procedure first. Complaints to the Ombudsman should normally be made within six months of receiving our final response to your complaint and no more than 6 years from the date of when the problem arose (or if you were not initially aware of the problem, within 3 years of when you should reasonably have known that there was cause for complaint). You can find further information about the Ombudsman on the website legalombudsman.org.uk. You can write to the Ombudsman at Legal Ombudsman, PO Box 6806, Wolverhampton, WV1 9WJ or by email on email@example.com or call on 0300 555 0333.
- Alternative complaints / dispute resolution bodies do also exist (such as Ombudsman Services, ProMediate and Small Claims Mediation) which are competent to deal with complaints about legal services if we both agree to use such a scheme. If we agree to use such a scheme, we will inform you when notifying you of our final response to your complaint.
- Please note that the Legal Ombudsman is there to deal with concerns about the level of service which a client has received. Where there are more serious concerns that a solicitor or solicitor’s firm have been involved in professional misconduct then reports can also be made to the SRA, the regulator of solicitors and solicitor firms. This could be for quite unusual and serious acts of misconduct such as dishonesty, taking or losing your money or treating you unfairly because of your age, a disability or other characteristic. Obviously, we do not anticipate any such problems arising and would ask that you notify the matter supervisor straight away if you have any such concerns.