5.5. Fees will not be reduced unless previously agreed with one of our partners.
5.6. Our terms for payment of all invoices rendered are that they be settled within 7 days. Should settlement not be forthcoming 30 days after the date of issue of the invoice, we reserve the right to charge interest at 4% per annum above the base lending rate of our clearing bankers accruing on a daily basis on all sums outstanding from the date of the issue of the invoice until payment in full. We also reserve the right to suspend or terminate our services if any sum is overdue from you.
5.7. Even if someone else has agreed to pay or is responsible for paying all or part of your legal costs, we may address our invoices to you and you will, in any event, be responsible for paying them. Whether or not we accept that any third party will pay any part of our invoices, we will not assume any responsibility to them, unless we expressly agree to do so.
5.8. There are circumstances where we are entitled to retain property which belongs to you. This right of lien may be exercised by us at any time while fees or expenses are unpaid.
6. Termination of instructions
6.1. You may at any time terminate our engagement in writing.
6.2. We may decide to stop acting for you with good reason: for example, if you are overdue in making payment, if you fail to give clear or proper instructions on how we are to proceed or you give us instructions which conflict with our rules of professional conduct. We will notify you of any such decision.
7. Exclusions and limitations of liability
7.1. The contract you make is with us, De Pinna Notaries. You agree to pursue only De Pinna Notaries for any claim in connection with our services, and you will not bring any claim, however arising, against any of our individual employees, consultants or partners personally in respect of losses which you suffer or incur, however arising, in connection with our services. This will not limit or exclude our liability for the acts or omissions of our employees, consultants or partners.
7.2. You agree that our aggregate liability to you together with any third party as mentioned in clause 5.7 for claims in connection with our services relating to a particular engagement, however arising, shall be limited to £1 million in total in respect of all such claims or, if greater, the amount recoverable under our professional indemnity insurance. This aggregate liability of us and all of our employees, consultants and partners collectively shall be no greater than our aggregate liability alone.
7.3. “However arising” covers all causes giving rise to liability, whether arising by reason of non performance, delay, negligence, misrepresentation, other tort, breach of contract, breach of statutory duty or otherwise.
7.4. We shall not be liable to you to the extent that we are unable to perform our services as a result of any cause beyond our reasonable control including without limitation industrial action (other than solely by our personnel) act of God, war, civil commotion, terrorism, theft, malicious damage (other than by our personnel) accident, failure or breakdown of computers, machinery, systems, extreme weather conditions, power failure or failure of telecommunications (“Force Majeure”). In the event of any Force Majeure affecting us, we shall notify you as soon as reasonably practicable.
7.5. Rights as a consumer as defined in the Unfair Terms in Consumer Contracts Regulations 1999 shall not be adversely affected by these terms to the extent prohibited by those Regulations.
7.6. In view of the exclusions and limitations of our liability in these terms, we recommend that you consider taking out your own insurance in respect of those risks for which we exclude or limit liability.
7.7. Nothing will affect our liability for fraud or otherwise to the extent prohibited by law.
8.1. We owe a duty of confidentiality to our clients. You agree, however, that we may, when required by our auditors, insurers or advisers, provide details to them of any engagement, and that we may also disclose confidential information if required to do so by law or regulation.
8.2. Sometimes we ask sub-contractors or other third parties to do translating, typing, photocopying or other support services. We will have a confidentiality agreement with them but, if you do not want us to use them, just tell us in advance.
8.3. In accordance with our professional rules, a copy of a notarial act or of the record of a notarial act retained by us may, upon payment of a reasonable fee, be issued upon the application in writing of any person or authority having a proper interest in the act.
9. Documents, copyright and communications
9.1. We will store your file (electronically or otherwise) for such time as we judge reasonable in view of the law and any applicable regulations, after which we may destroy it.
9.2. Unless we agree otherwise, the copyright in the original materials which we generate for you belongs to us. Subject to payment of our fees for that material, you are permitted to make use of those materials only for the purposes for which they are created.
9.3. We may communicate with you by email, except to the extent that you instruct us not to do so. We will not encrypt our outgoing email unless you tell us to do so and we are able to agree with you and implement a mutually acceptable encryption method.
9.4. Any reference in these terms to “writing” shall include fax and email.
10. Data Protection and Compliance with the Notaries Practice Rules
10.1. We shall collect from you some or all of the items listed at clause 3.1 including copies thereof as appropriate and any additional personal data as we reasonably require (the “Personal Data”).
10.2. We shall comply with any obligations we may have under the Data Protection Act 1998 in respect of your Personal Data.
10.3. We shall store copies of your passport and other Personal Data cited in the Notaries Practice Rules 2014 in accordance with all requirements listed therein.
11. Third Party Rights
Other than an employee, consultant or partner wishing to rely on paragraph 7, no third party shall have any right to enforce or rely on any provision pursuant to the Contracts (Rights of Third Parties) Act 1999. The notification or consent of any third parties shall not be required in order to rescind or vary our contract with you.
12.1. The performance and benefit of our contract with you may be assigned by us to any person who continues all or part of our business.
12.2. Subject to this, neither you nor we have the right to assign the performance and benefit of our contract with you without the written consent of the other.
In relation to any engagement, unless we agree otherwise, you accept the provisions of the contract on your own behalf and as agent for each of your group undertakings (as defined by Section 1161(5) of the Companies Act 2006) who is a recipient of our services (“Associate”). You warrant that you have or will have necessary authority on behalf of each Associate. You will procure that each Associate will act on the basis that they are bound by the contract. References to “you” apply to you and all Associates together.
14. Severance of terms
If any provision shall be declared to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be impaired.
15. These Terms and variations
These terms supersede any earlier terms of business we may have agreed with you and, in the absence of express agreement to the contrary, will apply to the current services and all subsequent services we provide to you. Amongst these things, your continuing to instruct us to act for you will amount to acceptance of these terms. From time to time it may be necessary to amend or supersede these terms by new terms. When this is the case, we will notify you of the changes and, unless we hear from you to the contrary no later than 14 days after such notification, the amendments or new terms will apply from the end of that period.
We are confident that we will provide you with a satisfactory service but should you wish to complain, you should write to the firm’s Senior Partner, Mr Andrew Robinson. You also have the right to make a complaint to the office which regulates scrivener notaries in England and Wales: The Clerk, The Scriveners Company, HQS Wellington, Temple Stairs, Victoria Embankment, London WC2R 2PN. This is subject to the Scrivener Notaries Complaints Procedure. You may obtain from us or from our website the current copy of this and a Notice of your right to make a complaint. At the end of the complaint procedure or after a period of 8 weeks from the date you first notified us that you were dissatisfied, you can make a complaint to the Legal Ombudsman (www.legalombudsman.org.uk) but this cannot normally be later than the earlier of (i) 6 months from the conclusion of the complaint procedure, or (ii) 12 months from when your problem occurred or, if later, from when you should reasonably have become aware of your problem. Nothing in the complaint procedure shall affect your right to have the complaint dealt with by a court, as provided in clause 10.
17. Applicable law and jurisdiction
The contractual relationship that arises when you instruct us shall be governed by English and Welsh law. In the event of a dispute, the English and Welsh courts shall have jurisdiction.