Services means the services to be delivered by us under the Service Agreement.
Noya Wealth Consulting or we (or derivatives) means the Noya Wealth Consulting contracting party as identified by the Service Agreement.
Service Team means Noya Wealth Consulting Persons (excluding corporate bodies) involved in delivering the Services.
you (and derivatives) means the addressee (or addressees) of the Service Agreement.
Noya Wealth Consulting Persons means the Noya Wealth Consulting contracting party, each and all of our partners or directors, employees and agents, together with any other body associated with us and each and all of its partners, directors, employees and agents and “Noya Wealth Consulting Person” shall mean any one of them.
Other Noya Wealth Consulting Person(s) means, collectively or individually, Noya Wealth Consulting Persons who are not members of the Service Team.
agents (when referable to Noya Wealth Consulting) means persons whom we authorise to act on our behalf or whom we treat as our employees, and for whose conduct we accept responsibility, in connection with the Services.
Other Beneficiaries means any person or organisation identified in and for whom you sign the Service Agreement (other than you) as a beneficiary of the Services or any product thereof.
The Service Agreement shall set out the Services to be delivered by us and associated matters and may vary these General Terms.
The Services shall be delivered with reasonable skill and care.
We shall form a Service Team, to include individuals (if any) named in the Service Agreement. We may substitute any who are named for others of equal or similar skills but we shall consult you before doing so.
Any product of the Services in any form or medium shall be supplied for your benefit and information only. Save as may be required by law or by a competent regulatory authority (in which case you shall, unless prohibited by law, inform us in advance), it shall not be copied, referred to or disclosed by you, in whole (save for your own internal purposes) or in part, without our prior written consent. You shall not quote our name or reproduce our logo in any form or medium without our prior written consent. You may disclose in whole any product of the Services to your legal and other professional advisers if seeking advice in relation to the Services, provided that when doing so you inform them that (i) disclosure by them (save for their own internal purposes or where compelled) is not permitted without our prior written consent, and that (ii) to the fullest extent permitted by law we accept no responsibility or liability to them in connection with the Services.
We shall retain ownership of the copyright and all other intellectual property rights in the product of the Services, whether oral or tangible, and ownership of our working papers. You shall acquire ownership of any product of the Services in its tangible form on payment of our Charges. For the purposes of delivering services to you or other clients, Noya Wealth Consulting, the Service Team and Other Noya Wealth Consulting Persons shall be entitled to use, develop or share with each other knowledge, experience and skills of general application gained through performing the Services.
We shall render invoices in respect of the Services comprising fees, outlays and VAT thereon (where appropriate), plus any overseas taxes that might be payable thereon or deductible therefrom (“Our Charges”). Details of our Charges and any special payment terms shall be set out in the Service Agreement. Our fees shall be based on the degree of responsibility of Service Team members involved in delivering the Services, their skill and time spent by them and the nature and complexity of the Services. Outlays include both directly incurred costs and an amount, equal to 2.5% of the value of time, to cover incidental expenses. Our Charges may differ from any prior estimates or quotations.
In return for the delivery of the Services by us, you shall pay our Charges (without any right of set-off), on presentation of our invoice or at such other time as may be specified in the Service Agreement.
Where there is more than one of you, this clause applies to each of you separately and not collectively. Notwithstanding our duties and responsibilities in relation to the Services, you shall retain responsibility and accountability for managing your affairs, deciding on what to do after receiving any product of the Services, implementing any advice or recommendations provided by us, and realising any benefits requiring activity by you.
Where you require us or the nature of the Services is such that it is likely to be more efficient for us to perform Services at your premises or using your computer systems or telephone networks, you shall ensure that all necessary arrangements are made for access, security procedures, virus checks, facilities, licences or consents (without cost to us).
You shall not, directly or indirectly, solicit the employment of any of our partners, directors or employees, involved in performing the Services, during performance or for a period of 3 months following their completion or following termination of the Services Contract, without our prior written consent. This prohibition shall not prevent you at any time from running recruitment advertising campaigns nor from offering employment to any of our partners, directors or employees who may respond to any such campaign.
To enable us to perform the Services, you shall supply promptly all information and assistance and all access to documentation in your possession, custody or under your control and to personnel under your control where required by us. You shall use your best endeavours to procure these supplies where not in your possession or custody or under your control. You shall inform us of any information or developments which may come to your notice and which might have a bearing on the Services. You shall supply information in response to our enquiries (if any) to enable us to comply with our statutory responsibilities to make disclosures to relevant authorities in respect of money laundering and any other criminal activity that we may encounter during performance of the Services and any such disclosures may include Confidential Information.
We may rely on any instructions, requests or information supplied, orally or in writing, by any person whom we believe to be authorised by you to communicate with us for such purposes. We may communicate with you by electronic mail where any such person wishes us to do so, on the basis that in consenting to this method of communication you accept the inherent risks, that to the extent permitted by law we may intercept such communications in order to monitor them for internal compliance or other statutory purposes, and that you shall perform virus checks. We may at your request send documents to an electronic storage facility hosted or controlled by you or at your direction, in which event you shall be responsible for security and confidentiality at such facility.
We may receive information from you or from other sources in the course of delivering the Services. To the fullest extent permitted by law, we shall not be liable to you for any loss or damage suffered by you arising from fraud, misrepresentation, withholding of information material or relevant to the Services or required by us, or other default relating to such information, whether on your part or that of the other information sources, unless such fraud, misrepresentation, withholding or such other default is evident to us without further enquiry.
Our liability in connection with the Services Contract and the Services shall be limited in accordance with this clause. In the particular circumstances of the Services set out in the Engagement Letter and subject to clause 16 and clause 17 below,
shall be limited to the amount specified in the Service Agreement.
Where there is more than one beneficiary of the Services (“Beneficiary”) the limitation on our liability agreed under clause 14 to each Beneficiary shall be apportioned by them amongst them. No Beneficiary shall dispute or challenge the validity, enforceability or operation of clause 14 on the ground that no such apportionment has been so agreed or that the agreed share of the limitation amount apportioned to any Beneficiary is unreasonably low. In this clause, “Beneficiary” shall include you and Other Beneficiaries.
Subject always to the aggregate limitation on our liability in clause 14 above, our liability shall in aggregate be limited to that proportion of the total loss or damage, after taking into account contributory negligence (if any), which is just and equitable having regard to the extent of our responsibility for the loss or damage concerned, and the extent of responsibility of any other person also responsible or potentially responsible (“Other Person”). In order to calculate the proportionate share of our liability, no account shall be taken of any matter affecting the possibility of recovering compensation from any Other Person, including the Other Person having ceased to exist, having ceased to be liable, having an agreed limit on its liability or being impecunious or for other reasons unable to pay, and full account shall be taken of the responsibility to be attributed to any Other Person whether or not it is before the competent court as a party to the proceedings or as a witness.
We accept the benefit of the limitations in clauses 14, 15 and 16 above on our own behalf and in so doing we confer benefits on all Noya Wealth Consulting Persons involved in delivering the Services. Any parts of the Services Contract which do or may exclude or limit our liability in any respects shall not apply beyond the extent permitted by law.
You agree to and accept the provisions of the Services Contract on your own behalf and as agent for Other Beneficiaries. You shall procure that any Other Beneficiaries shall act as if they had each signed a copy of the Service Agreement and agreed to be bound by the Services Contract. However, you alone shall be responsible for payment of our Charges.
We accept your agreement to and acceptance of the terms of the Services Contract (save for clauses 14, 15 and 16 above) on our own behalf and in so doing we confer benefits on all Noya Wealth Consulting Persons.
Neither we nor you shall be in breach of our contractual obligations or incur any liability to the other if we or you are unable to comply with the Services Contract as a result of any cause beyond our or your reasonable control. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the Services Contract on notice taking effect immediately on delivery.
Each clause or term of the Services Contract constitutes a separate and independent provision. If any provisions of the Services Contract are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.
The Services Contract shall in all respects be subject to and governed by English law and all disputes arising on any basis from or under the Services Contract shall be subject to the exclusive jurisdiction of the English courts.