This document sets out the terms on which we accept instructions and charge for our services. Our aim is to provide you with a professional service which meets your requirements in a cost-effective manner.
If you instruct us to act for you, and we accept those instructions, we will issue you with a Client Agreement. These Terms should be read in conjunction with our Client Agreement.
In these terms:
“Us, we, our, Satswana, means Satswana Limited, a limited company registered in England and Wales under number 09329065 and includes where relevant our employees, agents, representatives and third party suppliers.
“you/your” means the services, including any goods and materials detailed in the Client Agreement to be supplied by us to you.
“Services” means the services, including any goods and materials, detailed in the Client Agreement to be supplied by us to you.
“Client Agreement” means our letter or other communication to you setting out the basis on which we will work with you.
“Agreement” means the Agreement between us and you which shall be deemed to incorporate these Terms and the terms on any individual Client Agreement.
3. Our Services
When you instruct us we will acknowledge your instructions and set out the services which we will provide. This acknowledgement (our “Client Agreement”) should be read in conjunction with these Terms and together they constitute our “Agreement”. If there is any inconsistency between the Client Agreement and these conditions, the letter will take precedence.
The Agreement will commence on the date you confirm the details of work contained in our Client Agreement.
Unless we are acting for you personally you should tell us at the outset who is authorised to give us instructions. Unless we are advised to the contrary, we will assume that we are authorised to accept instructions from any person whom we reasonably believe to have authority to give instructions to us.
We will and can act on instructions given orally, or via electronic communication.
5. Our Responsibilities
We will provide the services in accordance with your instructions. Unless otherwise specified in your instructions, all times, dates and prices are estimates only and may vary as a result of, without limit, the level of changes requested by you.
6. Roles and Responsibilities for Your Work
You are responsible for:
Ensuring any information you provide is complete and accurate
Ensuring we have any required access to your premises and suitable space and facilities in which we can deliver the services at the dates and times agreed
Being on time to any planned meetings or events
Making any payments due to us in a timely manner
We are responsible for delivering the services with all reasonable skill and care, and in full compliance with relevant established professional standards.
7. Access and Communication
We are contactable on working days between 09.00 and 17.00.
All telephone calls will be responded to as soon as possible and usually on the same day the call is received. All other correspondence will be responded to within 48 hours of receipt unless it is not practicable to do so. All communication will be via electronic means unless you specifically request otherwise.
Our fees and charges will be calculated on the basis set out in our Client Agreement or as otherwise agreed with you.
All expenses will be agreed prior to being incurred.
All sums due will be subject to any applicable UK taxation, including where relevant, VAT.
9. Billing and Payment
Payment can be made by cheque or direct bank transfer. Where payment is made by cheque the cheque should be made payable to Satswana Ltd. Bank details for direct bank transfers can be made available on request.
10. Electronic Communication
Our preferred method of communication is email. Unless you specifically request otherwise, we will correspond by means of electronic mail.
11. Confidential Information
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publically known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.
Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.
We will comply with the relevant Data Protection laws, specifically the General Data Protection Regulation, in storing and processing any personal information you provide to us.
12. Intellectual Property
You will have the full right and licence to use copies of materials we create for you for the particular purpose for which they were prepared. However, all copyright and other intellectual property rights in all documents, reports, written or electronic advice or other material provided by us to you remains with us. If you wish to use copies of these materials for purposes other than those for which they were prepared, you will require our written permission.
13. Papers, Documents and Electronic Communication
You agree that we may store documents and papers electronically.
It is important that you keep all documents that relate in any way to the matter in respect of which you have instructed us. This also includes but is not limited to electronic data such as emails.
We will retain our files of papers (except for any of your papers which you ask to be returned to you, or which we decide to return to you) for a minimum of 6 years from the completion of the matter (or such longer period as we advise in writing when we close your file) after which they may be destroyed without further notice.
14. Termination of Instructions
You may terminate your instructions in writing to us at any time.
Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims.
16. Force Majeure
If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
This Agreement represents the entire Agreement between the parties in respect of the Services and shall prevail over any conditions contained or referred to in any of your documents or otherwise.
If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.
These Terms shall remain in force until altered in writing and signed by both parties.
The failure by us at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms and Conditions on a future occasion.
You may not assign this Agreement or any rights or obligations under it without our prior written consent.
Unless otherwise agreed and subject to the application of the then current prices, these Terms of Business shall apply to any future instructions given by you to us.
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
18. Legal Status
The relationship between us shall be that of principal and independent contractor and not in any way that of employer and employee. This Agreement is non-exclusive, either party being free to engage in any business of its choosing with any establishment of its selection. Nothing in this Agreement shall create a partnership or joint venture between us and save as expressly provided in this Agreement neither of us shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other.
19. Applicable Law
Our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.
Contact us to follow once address and phone number is firmed up