Terms and Conditions of Engagement
This document sets out what you can expect in your dealings with Leanbase Limited and sets out our standard Terms of Business (Terms) with you.
Leanbase Limited reserves the right to refuse to undertake work which would, in our opinion, conflict with any Leanbase Limited policy. Any such decision is entirely at the discretion of Leanbase Limited.
Charges for work carried out for you by us will be fair and reasonable and in line with the fee quoted by Leanbase Limited. Should the scale and/or nature of the work change at any point during the course of the engagement from the original quote, Leanbase Limited reserves the right to revise the original quote and/or terms and seek agreement from you before continuing.
Invoices will clearly show the work being charged for and, unless specific terms of payment have been agreed, bills should be settled within 7 days of the issue date.
If you wish to query a bill please let us know as soon as possible. You should first raise your issue with the person issuing the invoice.
If you want us to stop working on your behalf, please just let us know.
If we wish to terminate our agreement with you, we will advise you in writing and set out the reasons why.
Upon termination, you will be responsible for any charges incurred but not yet billed.
Under various UK and European enactments and regulations, we are under mandatory and sometimes complex obligations which require us to assist the relevant authorities in eradicating the laundering of the proceeds of crime and tax evasion.
This process is known as Money Laundering. The various UK and European enactments and regulations are subject to periodic re-enactment, amendment and revision and we are required to comply with whatever provisions are in force from time to time (the Money Laundering Provisions), and are subject to potential criminal and/or civil sanctions and liabilities in the event of non-compliance.
We may require you to supply us with organisational or personal details and/or documents to allow us to satisfy ourselves that we are complying with current regulations.
Under the Money Laundering Provisions we are also, in some cases, required to report to the relevant authorities, suspicions which we may have that a matter in which we are or are asked to become involved in is related, or being used, to facilitate Money Laundering, as it is defined within relevant legislation, or if we suspect that you, or any party involved in the transaction or matter, is engaged in Money Laundering.
We may also use electronic databases via a contract with a third party to enable us to verify information you have given to us to enable us to fulfil our obligations under the Money Laundering Provisions.
Limitations on our liability
Nothing in these Terms shall exclude, restrict or prevent action against Leanbase Limited in respect of any liability arising from (i) fraud, (ii) dishonesty, (iii) reckless disregard of professional obligations, (iv) death or personal injury caused by negligence, or (v) other liabilities which cannot lawfully be limited or excluded.
Aside from this, our liability shall not exceed the combination of fees for individual assignments received from you over the previous 12 months.
We will have no liability arising as a direct or indirect consequence of our compliance in good faith with any statutory, professional or regulatory obligations.
Without prejudice to any exclusion or limitation of liability contained in these Terms and any statutory limitation period set out in the Limitation Act 1980 and any legal or professional restriction on excluding or limiting liability, any claim made against Leanbase Limited must be notified to us in writing within 2 years of when you become aware, or ought reasonably to have become aware, of the circumstances giving rise to such a claim.
Without prejudice to any other exclusion or limitation on liability, we exclude all liability for any loss or damage, whether direct or indirect, caused by any communication, whether by post, telephone or email, being misdirected or intercepted by third parties where such misdirection or interception is not a result of our negligence.
Any exclusion of, or limitation on, our liability contained in these Terms shall apply to work done under these Terms and any future work unless we agree different terms with you.
We will communicate with you by the most appropriate means. This may be by letter, telephone or email. In relation to email, we would ask you to note that the internet is less secure than other communications media and is susceptible to both error as to destination and delay and emails can sometimes fall into the hands of third parties.
Occasionally, we may need to share data with our service providers and/or agents. If this requires us to transfer data outside of the EEA we will put a contract in place with our service provider and/or agent to ensure that relevant personal data is protected and adequate safeguards are put in place. By passing to us personal data relating to yourself or any third party in connection with any matter on which we may be instructed, you hereby consent to the use and processing of such data in accordance with these Terms.
If you feel you have not received a proper service from us, you should initially contact the person having day to day conduct of the matter concerned.
If the problem cannot be resolved informally then the matter will be dealt with under our complaints procedure.
Any advice provided and the work carried out by us in relation to any matter is intended to be relied on only by you and by no other person or organisation.
You agree not to make our work, including any advice given to you, available to third parties without our written permission.
We accept no responsibility to third parties for any aspect of our services or work that is made available to a third party
We will own the intellectual property rights in any materials we create when delivering services to you.
Any failure by us to pursue our legal rights or any relaxation of any of them shall not be taken as a waiver or compromise of any such rights.
Except where the context otherwise requires, each of these Terms shall be regarded as independent of every other term so that if any such term or the application of any such term to any person or to any circumstance is found to be invalid or unenforceable, then such finding will not affect any other term or the application of such term to any other person or circumstance.
These Terms shall be governed by and interpreted in accordance with English law. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum or to claim that those Courts do not have jurisdiction.
Occasionally we may, at our discretion, make changes to these Terms. Unless we notify you otherwise, any changes made will not affect any matter on which we are then currently instructed by you. Also, when we make material changes, we will notify you and your continued use of our services will constitute your acceptance of the changes.
The following documents constitute the entire agreement between us (i) any letter of engagement, (ii) these Terms or any changes to them.