Terms of business
The detailed terms of our agreement follow in our Key Terms and they will apply to all matters on which we are instructed, and in the absence of any other agreement on terms of business to any other matters you may instruct us on.
1. As our customer
The services we provide are provided solely for your benefit and for the purpose for which you have instructed us. They may not be relied upon by any other person or for any other purpose without our prior written agreement.
If we agree to provide services to or for the benefit of any other person at your request (Associated Person), including any group companies if you are a company, you agree either that these Terms of Business apply to the provision of such services (where you have authority to agree with us on the Associated Person’s behalf) or you agree to procure that the Associated Person will accept and comply with these Terms of Business.
2. Our obligations:
During the course of working with you on your matter, we will:
- communicate with you in plain language;
- review your matter with you and seek your approval
- advise you of any changes in your instruction or reasonably foreseeable circumstances that affect the Service we can provide; and
3. Your responsibilities
- provide us with clear and accurate instructions in a reasonable timeframe in order for us to perform the Services;
- provide all documentation, materials and information that we reasonably request in a timely and comprehensive fashion;
4. Limit of liability
- It is a condition of our agreement that our maximum aggregate liability to you in this matter will be as set out in the Key Terms document that we sent you.
- We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses, or any damages, costs or losses attributable to lost profit or opportunity. We shall not have any liability to any person who is not our client unless we expressly agree otherwise.
- Factotum is a limited liability partnership. This means that the firm’s members, directors, partners employees or consultants are not personally liable for any acts or omissions by Factotum unless the law requires otherwise. In instructing us to act for you on the basis of these Terms of Business, you acknowledge and agree that any claim that you may have will be against Factotum and not its members, directors, partners employees or consultants. This does not limit or exclude liability of Factotum for the acts or omissions of its members, directors, partners employees or consultants.
- Limitation of liability for death or personal injury caused by negligence is not excluded and cannot be limited.
5. Fees and other expenses
- We will try and agree fixed fees with you when discussing our instruction and set them out in our Key Terms. Any alternative or absence of agreed fee agreements will be charged based on time incurred basis and by reference to the hourly rates set out in the Key Terms.
- Time incurred may include meetings (with you and any third parties), time spent travelling, considering, preparing and working on papers, research, correspondence (including emails) received and sent, preparing file notes, making and receiving telephone calls and preparing and providing copies of documents for you.
- We reserve the right to increase the hourly rates or any fixed fee if the work done is particularly complex or urgent, or the nature of your instructions means that, through no fault of our own, we have to work after 7pm or over the weekend.
- Our hourly rates are subject to annual increase in line with changes in the Retail Prices Index (if any). This is usually done annually each January.
- We will add VAT to our charges at the prevailing rate.
- If we have agreed a limit on the amount of costs that we will incur without recourse to you then that limit covers our charges but not disbursements or expenses (such as printing, web hosting etc) and it does not include VAT. We will contact you if and when this limit is reached, to discuss and agree further costs, if appropriate.
- Work will be allocated to team members with the most appropriate level of expertise and experience. This helps ensure that all work is carried out on the most cost-effective basis possible. Reference in any Key Terms or presentations or in performance of the Services in part does not form an express term or requirement for the specific team member identified to perform the Services except where expressly agreed between the parties as an absolute requirement.
6. Disbursements and charges
- By contracting with us you authorise us to incur such disbursements and expenses on your behalf as we consider necessary. However, we will consult you before incurring any significant disbursements and we reserve the right to request that you make a payment on account of disbursements incurred or to be incurred where we believe it is reasonable to do so.
- In relation to expenses, we reserve in the alternative to the above, the right to levy a charge of 2% of our fees (which will cover any actual cost to us and an administration charge). Such expenses may include travelling, online meeting and webinar services, providing data on electronic media, routine postage, telephone calls and incoming and outgoing faxes.
- Although we try to include all disbursements and charges in our final invoice, there may be times when we receive invoices for disbursements sometime later. If this happens, we will submit a supplemental bill to cover them.
7. Payments on account
- We reserve the right to request you to make a payment on account of fees, disbursements and expenses incurred or to be incurred. If you refuse to comply with a request or fail to make that payment on account within a reasonable time, then we may terminate our agreement and/or refuse to commence provision of the Services.
8. Our Fees
- 1. You are liable to pay our fees. If we are acting for more than one client in a single matter, then unless we agree otherwise in writing, each client will be jointly and severally liable for the payment of our fees.
- We will bill on a monthly basis or at the conclusion of the provision of the Services, whichever is the sooner unless we agree otherwise with you.
- If a third party agrees to be responsible for some or all of our fees, disbursements or expenses and payment is not made in accordance with these Terms of Business, you will be responsible for paying to us any outstanding amount.
- Payment is due on receipt by you of our bill. We may charge interest on overdue bills at the rate for the time applicable to the Late Payment of Commercial Debts (Interest) Act 1988 which is currently 8% above the Bank of England base rate. Our bills are due for payment without any deduction, set-off or counterclaim.
- Our bills will be final for the time period or conclusion of provision of Services that they cover.
- We may suspend work or cease acting for you if a bill remains unpaid after 30 days or if our reasonable request for a payment on account of costs is not met.
- Unless otherwise agreed in writing, you must pay all bills in sterling. If you pay a bill in any currency other than sterling and we incur charges for currency conversion or other bank charges or we suffer exchange- rate losses we reserve the right to charge additional sums to cover such amounts.
- You have the right to challenge or complain about our bill. Please see the Complaints section
- You agree that money held by us may be taken in payment or part payment of our bills unless that money is held for any other purpose. You also agree that we may retain monies against unbilled and unpaid disbursements.
9. Data protection and GDPR
- When dealing with your instructions we may collect, hold and use your personal information. We use the information you provide primarily for the provision of the services to you and for related purposes including:
- updating and enhancing client records;
- analysis to help us manage our business;
- statutory returns;
- legal and regulatory compliance; and
- marketing our own products and services.
- Our use of that information is subject to your instructions, the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/. Please note that our work for you may require us to give information to third parties. Under data protection legislation you have a right of access to the personal data that we hold about you. We may transfer any information that we hold about you to other people or organisations who process information on our behalf and other organisations if we have a legal duty to do so.
10. Outsourcing and cloud computing
- Sometimes we ask other companies or people to do photocopying on our files to ensure this is done promptly and/or in the most cost-effective manner. If you do not want your file to be outsourced, please tell us as soon as possible.
- We use cloud computing in our business and therefore information relevant to your matter (including client contact details, documents and emails) will be passed to our external cloud service providers. If you would like further information on our cloud service providers please do let us know.
- You may be aware that cybercrime is on the increase in many business sectors. We take our responsibilities to look after your information extremely seriously, which is why we employ security measures to try and avoid you and our business from becoming victims. One way criminals try and steal money is to hack into legitimate emails passing between businesses and their customers, they then try and convince the customer that the business providing Services to them has changed its bank account details and get them to transfer money to this fraudulent account. We do not change our bank account details very often, so if you ever receive correspondence saying we have please contact us before transferring any money to the “new” account, as it is likely to be a fraud. We will also try and avoid changing the people who deal with your matter, so if anyone contacts you with a different name to that notified to you by us, please contact us before doing anything further.
- If we are required to send your money to an account whose details we have received electronically we will take reasonable precautions to verify the bank account details first such as telephoning to check or carrying out electronic checks (for which there may be a small charge which we will pass onto you). If we send you our account details electronically we would request that you also telephone the person dealing with your matter to double-check the account details in case any of the emails have been intercepted by criminals. We will not accept liability if you transfer money into an incorrect account.
12. Terminating your instructions
- You may end your instructions, by giving us notice in
- We will only decide to stop acting for you with good reason and we will give you notice if we do
- If you or we decide that we should stop acting for you, you are liable to pay our charges up until that point. Where a fixed fee has been agreed and there has been at least partial performance of this agreement, the entire fee shall fall due. For the avoidance of doubt, any costs incurred by us in anticipation of the delivery of the full Service are also payable regardless of which party terminates this agreement. Where appropriate we will also charge fees and disbursements for handover of the Services to you or another entity.
- The information and documentation you provide us is
- However, unless you tell us otherwise, we will be entitled to assume that we are authorised to make any information about you available to your other advisers if we consider it is appropriate to do so. We may transfer any information that we hold about you to other people or organisations who process information on our behalf and other organisations (e.g. the courts or the police) if we have a legal duty to do
- To comply with our regulatory obligations and the terms of our indemnity insurance, we may disclose relevant documents and information to insurers, brokers and insurance advisers on a confidential basis. This could include details of any circumstances arising from our work for you that might give rise to a claim against us. You agree to such disclosure by us even if the documents and information in question are confidential and/or subject to legal professional
- We cannot guarantee the security of the information communicated by email or mobile phone. Unless we hear from you to the contrary, we will assume that you consent for us to use these methods of communication. We have the ability to use encrypted email If you wish us to communicate with you via encrypted email please let us know.
- We are careful to ensure that our computer system is free from viruses and secure but we cannot be held responsible for the late arrival of emails, any loss or damage caused by email security being compromised or damage to your computer system caused by electronic communication with
- We use filtering software to limit the effects of unwanted emails and viruses. That means that there is a risk that genuine correspondence may not always reach the person it is meant for or that its receipt may be delayed. We, therefore, recommend that you follow up all important emails by an alternative form of communication.
We are committed to providing high-quality Service and Customer care. If you are unhappy about any aspect of the Service provided, please contact Bobby Lane at email@example.com
16. Investment advice services
We are not authorised by the Financial Conduct Authority. If, while we are acting for you, you need advice on investments, we may refer you to someone who is authorised to provide the necessary advice.
17. Insurance distribution activity
We are not authorised by the Financial Conduct Authority. However, Vizion Insurance Brokers are included on the register maintained by the Financial Conduct Authority so that our business associate can carry on insurance distribution activity, which is broadly the advising on, selling and administration of insurance contracts. This part of the business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority website at fca.org.uk/firms/financial-services-register. A referral arrangement exists between Factotum and its business Associates.
We have indemnity insurance giving cover for claims against Factotum. Information on the minimum compulsory layer of insurance including contact details of our insurers and the territorial coverage of the policy is available on our website.
19. Corporate clients
Where we are instructed by a company, in these Terms of Business “you” means the company rather than any individual in his or her personal capacity. We shall be entitled to act on instructions from any director of the company and shall not be required to take any steps to verify that any such instructions have been properly authorised by the board unless we receive information to the contrary.
Unless you have directed us otherwise, we may disclose the fact that you are our client although we will not disclose the matter or the nature of the work unless that information is already in the public domain. We may refer to our business relationship and an outline description of the work involved and we may use your business name and/or logo on our website or otherwise for marketing purposes.
21. Applicable law
Any dispute or legal issue arising from our Terms of Business and contract with you will be determined by the law of England and Wales and considered exclusively by the English Courts.
22. Future instructions
Unless otherwise agreed, these Terms of Business will apply to all future instructions you give us on this or any other matter.
23. Changes to these terms
We reserve the right to change these Terms of Business from time to time. Any such changes will be notified on our website.
Factotum Group, July 2020