Terms of Engagement
Terms of Engagement ("Terms")
1 Introduction
1.1 MCS is a limited liability partnership and reference to MCS shall, where appropriate, include its members, employees and consultants. In these Terms the Customer is the person, firm or company to whom MCS provides services (the "Services").
1.2 These Terms together with any engagement letter ("Engagement Letter") comprise the contract between MCS and the Customer and regulate the terms on which Services are provided. If there is any conflict between these Terms and the Engagement Letter then the latter will take precedence.
1.3 Unless otherwise agreed in writing these Terms apply to any further Services provided by MCS to the Customer.
2. Instructions and scope of engagement
2.1 MCS shall provide the Services as requested by the Customer. MCS shall use its reasonable endeavours to provide the Services in a timely manner, by or on the dates requested by the Customer and use reasonable skill and care in the performance of the Services.
2.2 The Customer may not place reliance on draft or interim reports and advice whether oral or written as advice provided by MCS may vary considerably from the final report or advice in a matter.
2.3 MCS shall be entitled to act on the instructions of employees or agents of the Customer and to rely on any information provided to them by such persons.
2.4 Services provided by MCS are provided solely for the benefit of the Customer and may not be used or relied on for any other purpose or by another person without the prior written agreement of MCS. In particular, unless otherwise provided, nothing in these Terms confers any right on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
3 Invoices and VAT
3.1 The charges of MCS are exclusive of VAT which, where applicable, will be payable in addition at the appropriate rate. Payment terms for all invoices are 30 days from the date of invoice. Interest will be charged for late payment at 2% above Barclays Bank base rate.
4 Ownership and storage of materials
4.1 MCS are the sole owner of all of the papers, documents and materials created or accumulated by MCS during the course of our engagement and MCS are entitled to keep or destroy all such materials as they may in their absolute discretion determine. MCS retain all intellectual property rights, including copyright, in all materials created by MCS during the course of their engagement.
5 Limitation of liability
5.1 The liability of MCS to the Customer in respect of any breach of contract, tort, breach of statutory duty or otherwise arising out of or in connection with the provision of the Services shall be limited to the sum of one million pounds (£1,000,000).
5.2 It is the responsibility of MCS (a limited liability entity) to provide you with the Services. Accordingly the Customer agrees not to bring any claim personally against any of MCS's members, employees or consultants in connection with the Services. Each such member, employee or consultant shall be entitled to the benefit of this paragraph under the Contracts (Rights of Third Parties) Act 1999.
5.3 Nothing in these Terms excludes or limits the liability of MCS for death, personal injury or fraud, or for other liability which cannot lawfully be excluded or limited.
6 Privacy and Data Protection
6.1 Customer details will be kept on the MCS database for all purposes connected with the engagement of MCS. Customer details will be processed and kept secure in accordance with the Data Protection Act 1998 and the EU General Data Protection Regulations. The data will not be disclosed to third parties. The data which MCS collects from Customers will be used for providing MCS’s advice and services to the Customer, managing and administering the business relationship with the Customer, providing email updates on legal and regulatory developments that may interest the Customer, providing training and pursuing the legitimate interests of MCS.
6.2 MCS will process the Customer’s data on the basis of consent to do so provided by the Customer and/or on the basis of MCS’s legitimate interests which are: providing the requested services to the Customer, managing and developing the business relationship with the Customer and the management and administration of invoices and payment.
7 Confidentiality and communication
7.1 Information communicated to MCS by the Customer will be kept confidential and will not be disclosed to third parties except as authorised by the Customer or as required by law or by any competent authority.
7.2 MCS are most likely to communicate with the Customer and third parties by e-mail in the course of providing the Services. The internet is not wholly secure and there are risks if sensitive information is sent in this manner. The Customer must advise MCS if they do not want to communicate by e-mail. In the absence of any such advice, no responsibility or liability in respect of any loss arising from or in connection with the electronic communication of information will arise.
8 Client Service
8.1 MCS are confident of providing the Customer with a high quality service. However if the Customer has any comments or concerns about the Services provided, or if the Customer wishes to discuss any aspect of the way in which the Services are provided please speak in the first instance with the individual providing the service and if that does not resolve the matter please contact one of the other members of MCS details of all such members appear on the MCS website.
9 Applicable law
9.1 These Terms are governed by the laws of England and Wales and any disputes arising in connection with them are subject to the exclusive jurisdiction of the English courts.
10 Termination
10.1 Either party may terminate the engagement at any time on giving 7 (seven) days’ notice in writing. If the Customer decides to end the engagement the Customer will be liable to pay any charges/disbursements incurred to the date of termination. If a fixed fee has been agreed the fee payable by the Customer on termination shall be that fixed fee subject to such reasonable discount as MCS consider reasonable.
