Terms and Conditions
Fee Policy and Realtionship Statement
These terms and conditions of business are between David Venus & Company Limited (and/or any subsidiary or associated companies or other associated trading entities together called "the Company") and each of our clients and are deemed to be accepted by the client. The statement is intended to explain how we charge for our services and how our overall relationship should proceed.
Charges and Expenses
In general, our charges are based on the time we spend dealing with a case. Time spent on your affairs will include meetings with you and perhaps others; any time spent travelling; considering, preparing and working on paper and correspondence; and making and receiving telephone calls and emails. Our hourly rates currently range from £335 (director) down to £45 (junior assistant). All time spent on your affairs is recorded; we record in units of 0.10 hours on a rounding up basis (eg. 5 minutes is 0.10 hours). We try to allocate a task in as economical a way as is appropriate bearing in mind the expertise it demands and the availability of staff, but we may not do so where a matter is referred by you to a particular individual.
Where a fixed or set fee is negotiated and agreed prior to the commencement of a task, this will be the fee that will be charged to you. If it is necessary or appropriate to carry out work in addition to that quoted and set out in our agreed estimate, additional fees will be charged according to time spent. We will endeavour to notify you in advance of such additional work but it may not always be possible for reasons of urgency or otherwise.
Formations and company searches are carried out at fixed prices according to our published price list as amended from time to time and copies of which are available on request.
Disbursements are charged in addition to our fees. These may include official fees paid to Companies House, HM Revenue & Customs or the Trade Marks Registry for example and may include costs incurred in carrying out company or other official searches. Other disbursements may include postage, telephone, faxes, travel, photocopies, couriers, stationery etc.
VAT will be added to our charges at the rate that applies when the work is done. At present, VAT is 17.50%. VAT is payable on certain expenses.
Our normal fee rates are never increased dramatically. We will endeavour to give you notice of significant changes, but you should assume periodic inflationary changes will occur usually in January or May.
Chargeable and Non-chargeable Work
If we are asked to expend time in attending you or discussing your affairs, we will ordinarily make a charge. For example, we are commonly asked to attend a client to assess whether a proposed course of action relating to company secretarial work or a trade mark application is worthwhile or appropriate and what the likely cost implications are of our representing a client in such a matter. As this would involve the use of our expertise, we would normally make a charge although, of course, there are circumstances where we may well agree not to do so. If we are to expend time without a charge, we will only do so if agreed in writing in advance.
If for any reason, a matter for which we have been instructed does not proceed to completion, we will charge you for work done and expenses incurred.
Funds on Account
We will sometimes ask for funds on account before accepting instructions and will not accept instructions to start or continue a course of action until these funds are received. We may ask for funds on account even though, in similar circumstances previously, we have not done so.
Billing Arrangements
We will normally issue invoices for our charges and expenses at the end of each quarter while work is in progress. Payment is due as a lump sum on receipt of an invoice but we allow a grace period of 30 days. We reserve the right to charge statutory interest on overdue payments, although we would wish not to do so.
Our invoices usually contain a detailed breakdown of work undertaken. If a breakdown is not provided and is required or further information relating to an invoice is requested, we will provide this only if such a request is received within 30 days of the date of the invoice. If you ask for such information after this time, we may no longer have the information required and will not be able to provide a breakdown except by reconstituting one from examination of the file at your expense (normal professional rates will apply).
Our clients are always responsible for settling our charges. If you have instructed us to carry out work for a third party with whom we have no client/principal relationship and from whom you intend to recover some or all of our charges, this will not in any way affect your obligation to meet our fees and these terms of business relating to the payment of our charges and expenses will at all times apply to our relationship.
Persons who are not party to this engagement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term relating thereto. This paragraph does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
If it becomes necessary for us to sue to recover a debt, you agree that the proceedings will be dealt with under English law, in an English court of our choosing and on the basis that you meet our costs on an indemnity basis.
Instructions
Our relationship with a client is reactive and we can only perform services for the client which fall within the terms of our instructions. In many instances, we will require specific information from you in order to perform a service. In other instances, we may request specific authority on how you wish us to proceed. We cannot function if a client does not properly respond to our request for instructions in a timely fashion. We will ordinarily try to remind you if you have not done so. However, it is not our duty to maintain a vigilance on a client’s affairs if our request for instructions remains unanswered. It is up to you to tell us of any change of address or other change of material circumstance.
Intellectual Property
We retain copyright in all material provided to a client or otherwise generated in the course of carrying out our work. You will keep confidential any methodologies and technology used by us in our work. All papers and documents produced by us will remain our property apart from letters and reports provided to you.
Confidentiality and Publicity
We undertake not to disclose any confidential information obtained from you except as you may direct or where, in certain circumstances, we have a right or a duty to make such disclosure. In particular we may in certain circumstances have a right or a duty to report certain matters arising in the course of our professional work to relevant authorities under the Proceeds of Crime Act 2002, the Financial Services and Markets Act 2000 or other legislation, without necessarily disclosing such fact to you.
We are not bound to pass on or use for the benefit of a client confidential information obtained from anyone else. We are sometimes asked to provide information about our experience, including matters we have handled in the past and clients for whom we have acted. We also issue publicity about the Company and about particular transactions. This material may include statements identifying some clients as clients of the Company. We would ask you to let us know if it is not acceptable to identify you, otherwise we will proceed on the basis that we are free to provide such details, when appropriate.
Storage of Papers and Documents
We are entitled to keep your papers and documents while there is money owing to us for our charges and expenses. We will keep our file of papers (except for any papers which you ask to be returned) for no more than six years. We will keep the file on the understanding that we have the authority to destroy it six years after the date of the final bill we send you for a particular matter. We will not destroy documents that you ask us to deposit in safe custody. If we retrieve papers or documents from storage in relation to new instructions to act in connection with your affairs, we will normally charge for such retrieval. We may make a charge based on time spent producing stored papers or documents to you or another at your request. We may also charge for reading correspondence or other work necessary to comply with the instructions given by you or on your behalf.
Communication and Complaints
We are confident of providing a high quality service in all respects. If, however, you have any queries or concerns about our work, they should be raised in the first instance with a director. If that does not resolve the problem to your satisfaction or the you prefer not to speak to a particular director then the matter should be referred to another director. If you are still not satisfied you may take up the matter with the Institute of Chartered Secretaries and Administrators.
It is important that you immediately raise any concerns you may have with our work. We value our clients and would not wish to think that you have reason to be unhappy with us.
Working for other clients
We will not be prevented or restricted by virtue of our relationship with you, including anything in any engagement letter or these terms and conditions, from providing services to other clients.
Our Liability
David Venus & Company Limited is a private limited company. You accept that its directors and employees do not assume any personal responsibility towards you for any work carried out by us. This applies both to the directors and employees of the Company directly engaged in carrying out services for you and all its other directors and employees. You will maintain any claims only against the Company itself.
We will perform the engagement with reasonable skill and care but you agree that any liability on the part of this Company for any loss or damage resulting from the provisions of the services or other work we carry out for you, however caused and regardless of the course of action (whether in contract, tort, statute or otherwise), shall not exceed four times the fees actually received by us for this engagement. The liability shall be limited to the proportion of the total loss or damage after taking into account the client’s contributory negligence (if any) and the negligence of any other party also liable or potentially liable to the client in respect of the same loss or damage.
Financial Services and Markets Act
The Company does not conduct activities which require it to be regulated by the Financial Services Authority (“FSA”) and is not authorised by the FSA. We are able to provide some limited investment services which are incidental to and arise out of or are complementary to the provision of our professional services. These may include company secretarial advice in respect of arranging corporate and certain other transactions in shares and other securities.
We act as an adviser on company secretarial matters and on company law; it is not part of our role to advise on the merits of investment transactions. Any investment decision is for you to make and no communication by us should be treated as an invitation or inducement to you to engage in investment activity.
Data Protection Act 1998
We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. Clients have a right of access, under data protection, to the personal data that we hold about them.
Electronic communication
Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to a client’s business are borne by the client. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
Severability of terms
If any of the provisions of these terms and conditions or our engagement letter are deemed unreasonable, void or otherwise unenforceable by any court, tribunal, ombudsman, arbitrator or other person, it is the intention of the parties that the remaining terms continue to have full force and effect.
Termination
You may terminate your instructions to us in writing at any time in accordance with the terms of the letter of engagement but we will be entitled to keep relevant papers and documents while there is money owing to us for our charges and expenses. In some circumstances, if we feel for any reason that services can no longer be provided, we will give the client notice ourselves. In general, we will suspend work or, if appropriate, withdraw our services if our fees are not paid in an acceptable manner.
