General Terms of Business
These Terms of Business set out the basis upon which Margaret Douglas Associates Ltd (“MDA”, “we”, “us” or “our”) will provide its services to you, the Client. All work undertaken by MDA is subject to these Terms, unless otherwise agreed in writing and signed by an MDA Director.
These Terms constitute the entire agreement between MDA and the Client and supersede any previous agreement or understanding in relation to the work. No amendment or variation to these Terms shall be effective unless it is made in writing and signed by an MDA Director.
“Partner”, “Affiliate” or “Associate” is a title referring to a member of MDA or a consultant of appropriate experience and qualifications. A consultant only has the title “Partner” as a marketing term and not as a member of MDA.
Our Client
MDA’s client in relation to the work it undertakes is the person or organisation who engages our services. MDA is under no duty, nor does it accept any responsibility, to any party other than the Client, unless that other party is also a client of MDA in relation to the work done.
For the purposes of the Contracts (Rights of Third Parties) Act 1999, our services are provided solely for the benefit of the Client and are enforceable only by MDA and the Client, not by any other party.
No assignment by the Client of this agreement, or any rights accruing under it, shall be permitted. Any purported assignment shall be invalid.
You instruct us separately in relation to each matter where we provide advice or services. Unless agreed otherwise, you do not engage us on a permanent basis.
Communications
Unless expressly instructed to the contrary, MDA shall be entitled to assume that whoever provides instructions to us has actual authority to do so. We may rely on any information given to us by that person. Where instructions have been provided on behalf of an organisation, we can assume our terms of engagement have been properly authorised.
We may act upon instructions given orally, in writing, by email or other electronic communication.
Where we communicate by email or other electronic means, you accept the risks inherent in that form of communication, including but not limited to interception and unauthorised access. We screen all incoming and outgoing email messages for known viruses but cannot guarantee virus-free transmission. We do not accept liability for loss resulting from the use of email.
Services and Scope
The specific services to be provided will be set out in our engagement letter or proposal. We will use reasonable skill and care in providing services in accordance with recognised professional standards.
Unless otherwise agreed in writing, our services are advisory in nature. Implementation of any recommendations remains your responsibility.
The Directors of MDA (John Smith and Nicola Curry) will have responsibility for MDA’s relationship with you and will initially conduct the work requested. MDA reserves the right to engage trusted affiliates or associates if required. MDA shall remain responsible for the acts and omissions of any affiliate or associate engaged in delivery of services.
Fees and Disbursements
The scope of work and fees (or the method by which fees are calculated) will be set out in our engagement letter. Work may be extended or varied in accordance with subsequent instructions agreed with you.
MDA is required to comply with various statutory and regulatory requirements (such as the Money Laundering Regulations). The cost of work done to comply with those requirements (together with VAT, as applicable) may be included in fees payable by you.
For new clients where total fees for the first matter (excluding VAT and disbursements) are more than £750, we will apply a File Opening Fee of £30 plus VAT for administrative functions and identity searches. (Removal of this fee is at the discretion of an MDA Director.) We will also charge this fee for further matters more than one year after these searches were performed where total fees exceed £750.
In addition to fees, MDA may incur disbursements (including VAT, where applicable). These may be incurred without your prior approval where necessary for the work.
VAT
Unless otherwise expressly stated, all fees are exclusive of VAT and are subject, where applicable, to VAT at the prevailing rate.
MDA’s VAT number is 429680368.
Payment Terms
You are responsible for payment of MDA’s fees, disbursements, and VAT (where applicable). MDA’s invoices will be addressed to you and are payable in accordance with these Terms.
For retained services, MDA may request a direct debit arrangement. Payment for retained services is due on the 30th of the month prior to service provision. It is your responsibility to ensure timely payment arrives with MDA by the 30th of each month.
For non-retained work, MDA may issue invoices no later than 5 working days from when work has been undertaken. Invoices are payable within 7 days of presentation.
If payment is not made in full within 14 days of presentation, MDA reserves the right to charge interest at 5% over the base rate of Lloyds Bank Plc on any balance outstanding from 7 days from the date of presentation until payment.
If a bill is overdue for payment, we may retain any documents, papers and other materials belonging to you.
Unless otherwise agreed, MDA shall be entitled to payment of its fees, disbursements, and VAT regardless of whether a matter has been successfully concluded or completed.
When we are instructed by or on behalf of more than one person or company, each person or company will be jointly and severally liable for payment of the full amount of our fees, disbursements, and VAT.
Banking Fraud Alert
We do not send notifications of changes to our bank details by email. If you receive an email that appears to come from us providing different bank details to those we supplied at the outset, or indicating a change in our bank details, please telephone the person dealing with your matter immediately. Please do not reply to the email or act on any information contained in it. We will not accept responsibility if you transfer money into an incorrect account.
You acknowledge that emails and attachments may not be secure and that there is a risk of third-party interference. Where we send invoices electronically, you must contact us by telephone to confirm our bank details before making any payment. It is your responsibility to ensure payments are sent to the correct account as payment to any other account will not be accepted as settlement.
Suspension and Termination
Following any initial engagement period, you may terminate the work at any time by giving notice as specified in your engagement letter (typically 3 months written notice).
MDA may suspend or terminate the work forthwith if:
• You fail to make a payment on account of fees, disbursements, or VAT
• You fail to pay any invoice within 30 days of presentation
• You persistently fail to pay direct debits/invoices in accordance with agreed terms
• You persistently fail to provide instructions
• Your instructions may result in MDA being required to act unlawfully or in breach of applicable regulations
• The Proceeds of Crime Act 2002, Money Laundering Regulations 2017, or similar legislation prohibits MDA from continuing to act
• The relationship between MDA and you has otherwise irretrievably broken down
In the event of suspension or termination, MDA shall be entitled to invoice for fees in respect of work done, disbursements incurred, and any applicable VAT to the point of suspension or termination.
Liability
Unless otherwise agreed in writing, the aggregate liability of MDA for any losses incurred in connection with services shall not exceed £3,000,000 or the minimum required by law, whichever is greater.
MDA shall not in any circumstances be liable for any loss of profit or any other consequential or indirect loss.
We cannot limit our liability for death or personal injury caused by our negligence.
Third Party Services
If goods or services are supplied by any third party in connection with the work, MDA does not accept responsibility for the performance, acts or omissions of the third party.
Intellectual Property Rights
All copyright and other intellectual property rights in all documents, reports, written advice, or other materials provided by MDA remain vested in MDA.
You may make copies of work product within your own organisation in relation solely to the work.
Data Protection
Both parties shall comply with applicable data protection legislation. We will process personal data in accordance with our Privacy Policy.
Money Laundering
We are required to comply with anti-money laundering legislation and may carry out identity verification checks.
MDA’s policy is not to accept any cash from clients either in payment of an invoice or as a source of funds.
Confidentiality
Any information you provide to MDA or which we receive during our retainer is confidential and will not be disclosed to third parties without your consent except where required by law.
Storage and Retrieval of Documents
After completing work, MDA is entitled to retain documents while money remains owed for fees, disbursements or VAT.
Complaints
If you are unhappy with any aspect of our service, please raise the matter with the Directors of MDA.
If necessary contact John Smith at john@mdassociates.co.uk.
Insurance
Our professional indemnity insurers are brokered by Simply Business and territorial coverage is worldwide.
Consumer Contracts Regulations 2013
If you are a private client and instruct us remotely or outside our offices, you may have the right to cancel within 14 days.
Equality and Diversity
A copy of our diversity policy is available on request.
Applicable Law and Jurisdiction
Our agreement with you is governed by English/Northern Ireland Law and disputes fall under the jurisdiction of the English/Northern Irish Courts.
