The Fine Print

1. The Agreement

This document is our Standard Terms and Conditions of Business. Together with the separate Engagement Letter which sets out the specific work we will do for you and the applicable charges, it forms the contract between you and us. If there is any difference between these terms and those in the Engagement Letter, the terms in the Engagement Letter shall apply.

You are requested in the Engagement Letter to sign and return a copy to us. However, if you do not return the Engagement Letter, by continuing to instruct us you are deemed to have accepted its terms and these Standard Terms and Conditions of Business.  Any variations to these Standard Terms and Conditions of Business will be provided to you in writing.

In this Agreement the following expressions have the following meanings:

“Agreement”: the terms in the Engagement Letter and these Standard Terms and Conditions of Business;

“Appointment”: the engagement of Azorra by you (and any of your Group Companies as the case may be) under this Agreement;

“Azorra”, “we”, “us” or “our”: Azorra Limited, a limited liability company registered in England and Wales with company number 09862720; 

“Confidential Information”: information confidential to you and any Group Company and/or information in respect of which you or any Group Company is bound by an obligation of confidence to any third party and information notified by you to us as being confidential;

“Engagement Letter”: the letter(s) or email(s) setting out the terms of the Services which we are instructed to provide to you from time to time;

“Fees”: the fees payable by you to Azorra as set out in the Engagement Letter and otherwise amended in accordance with these Standard Terms and Conditions of Business;

“Group” or “Group Company”: any entity which you control, which controls you or which is under common control with you;

“Personnel”: directors, employees, shareholders or contractors of Azorra;

"Services": the services set out in the Engagement Letter or which you otherwise instruct us to carry out and which instructions we accept from time to time;

“Service’s Director”: the person responsible for supervising the provision of the Services as set out in the Engagement Letter;

“SRA”: Solicitors Regulation Authority, the regulator of our solicitors;

“You” or “Your”: the individual, individuals or organisation named in the Engagement Letter.

2.  Who we are

Your contract is with Azorra Limited rather than our Personnel and only Azorra will be responsible for carrying out our duties under this Agreement.

The Engagement Letter sets out the name and position of the Service’s Director and position of the Personnel who will be involved in the Services. Any changes to the Personnel handling your work will be kept to a minimum.

From time to time we may recommend other professionals to you (such as other lawyers, barristers, accountants and insurers) to carry out specialist services. We will use reasonable skill and care in selecting them for you and we may, if requested by you, liaise with them and coordinate their advice. In those circumstances the person providing the advice will be responsible for the services they provide and we will not be responsible for the accuracy or appropriateness of their advice or for payment of their fees and expenses.

Because this Agreement is between you and Azorra, there is no contract between you and any of our Personnel and you should treat all communications received from any Personnel in connection with the Services as being sent by Azorra. The advice given and work done by our Personnel is given or done on Azorra’s behalf and not by them as individuals. In particular, you agree that our Personnel will not face any personal legal liability because they may sign a document sent or given to you in connection with this Agreement or because their name features in any correspondence.

As far as the law allows, our Personnel will not have any responsibility to you or to anyone else for the advice given and the Services provided. You agree not to bring any claims or proceedings against our Personnel in relation to this Agreement or the advice given or Services carried out whether in contract, or under common law or for breach of statutory duty or for any other reason. However, you may take action against Azorra for fraud or recklessly failing to carry out our obligations or for any liability we have for anything our Personnel do or fail to do.

As noted in the Engagement Letter, we are not regulated by the SRA. Under the SRA Standards and Regulations, solicitors may work through unregulated entities. All of our solicitors will be SRA authorised and regulated solicitors and will be bound by the SRA Code of Conduct for Solicitors. You can find out more about the SRA and view the professional rules which apply to our solicitors on the SRA website: www.sra.org.uk.

We are required by the SRA to inform you of the limitations which apply to Azorra as an unregulated entity which are set out below:-

• we are not permitted to provide any of the following services: advocacy, conduct of litigation, reserved legal instrument activities, probate, notary services, administration of oaths, immigration work, claim management services or financial services or activities that require authorisation by the Financial Conduct Authority;

• we are not authorised under the Financial Services and Markets Act 2000 (FSMA) and we do not hold client monies or provide investment services;

• our professional indemnity insurance is not required to meet the SRA’s minimum terms and conditions of indemnity insurance which apply to regulated firms, including requirements for certain firms to have at least £3,000,000 cover for any one claim and no monetary limit on cover for defence costs. Though these minimum requirements do not apply to Azorra, we have put alternative arrangements in place and we hold continuing professional indemnity insurance of £3,000,000 in aggregate.  We review this sum annually in December to ensure that it remains adequate for the services which we are providing; Contact details and details of the territorial coverage for our professional indemnity insurers are available upon request from the individual handling your case. 

• clients of unregulated organisations will not be eligible for a grant from the SRA Compensation Fund in respect of the actions of the organisation. The SRA operates a Compensation Fund to which all solicitors contribute. Its purpose is to make grants to people whose money has been stolen, misappropriated or otherwise not properly accounted for, or who have suffered a loss for which a regulated person should have been insured but was not. However, as noted above, Azorra does not hold client monies and holds insurance in respect of the services provided by its SRA regulated advisors.

3.  The Services – what we do and how we do it

We provide legal and business affairs advisory services. The specific Services we provide to you shall be set out in the Engagement Letter.    

We operate a virtual office and all of our Personnel work remotely but our Personnel may be required from time to time to attend meetings at your offices or operational locations.

We will not be responsible for providing any services outside the scope of the Services set out in the Engagement Letter from time to time unless we agree to do so in writing. We do not give advice on tax or accountancy matters which are outside of our area of expertise. We may from time to time highlight to you matters which could give rise to tax or accounting issues but you will need to take specialist advice in respect of those matters from your accountants and tax advisors or the advisors. We can refer you to advisors should this be of assistance.  

Where we provide legal advice, we advise on the law and legal procedures applicable in England at the time the advice is given. We will not update our advice if the relevant law and legal procedures change unless we agree specifically with you to do so or the changes take place before the matter we are working on for you completes.

 After we have completed a matter for you, such as concluding contracts or completing a project, we will not be under any obligation to update any report, opinion or advice we have provided or to keep a record of any future deadlines or obligations, unless we agree to do so and you will need to set internal reminders of such dates.

If we find that we are under a duty to act in the best interests of you and another client on the same matter and those interests are not the same then we may need to stop acting for you. We will provide as much notification in advance as is possible in the circumstances.

Unless we agree otherwise, the Services we provide are only for use by you and cannot be relied upon by any third party or used for any purpose other than that for which they were provided.

We will deliver the Services to you with reasonable skill and care.

Please note that owing to our professional duties as solicitors, there are some limits on what we can do to help clients achieve their goals. We cannot, for example, break the law, act in a conflict of interest, mislead a court or act in a manner deemed ‘unethical’ by the SRA.

As a firm we wish to support and promote equality and diversity. If it would assist you for our Services to be delivered in a different way please do not hesitate to let us know and we will investigate how we can assist. A copy of our Equality and Diversity policy, which includes information on reasonable adjustments, is available upon request.

4.  Term of Appointment and notice

This Agreement shall commence on the earlier of (i) the date set out in the Engagement Letter or otherwise agreed in writing and (ii) the date on which we start or started providing Services to you.

This Agreement will remain in place until it is terminated in one of the following ways:- 

       By us:-

• on reasonable notice, if you do not make payments you owe or fail to give us the co-operation which we are reasonably entitled to expect or we reasonably believe we would have a conflict of interest were we to continue providing the Services or if other circumstances give us reasonable reason to do so; 

• at any time, by us immediately upon written notice in the event you commit a serious breach of this Agreement which, if capable of being remedied is not remedied within 14 days of written request from us; or

• at any time, by us immediately upon written notice if you are subject to an interim receiving order, enter liquidation or bankruptcy or compound with or enter into any voluntary arrangements with your creditors or if we have reasonable cause to believe that you will not be able to pay our Fees as they fall due.

       By you:-

• where we work with you on a monthly retainer basis, by giving the amount of notice set out in the Engagement Letter after any minimum initial period which may be set out in the Engagement Letter;

• where we work with you on an hourly rate basis, by giving reasonable written notice (at least a week);

• where we work with you on a project basis, on the terms set out in the Engagement Letter for that project;

• at any time immediately on written notice if:-

  • if we are subject to an interim receiving order, enter liquidation or compound with or enter into any voluntary arrangements with our creditors;

  • we are unable to provide the Services for any period exceeding fourteen working days (other than with your consent);

  • we commit any serious breach of any of our obligations to you which, if remediable, is not remedied within fourteen days of written notice from you;

  • the Services Director is convicted of an offence which involves dishonesty or insider dealing where we are unable to provide another suitable person to take on the role of Services Director in respect of the Services;

  • the Services Director becomes of unsound mind or a mental patient under the Mental Health Act 1983 where we are unable to provide another suitable person to take on the role of Services Director in respect of the Services to be provided hereunder.

• in some circumstances a ‘consumer’ client (but not a business or an individual instructing us in a business capacity) may have a right in law to cancel our Agreement without becoming liable for our Fees. Such rights may arise if we take instructions from you outside of our offices or at a distance. (e.g. over the phone or by email). If the cancellation rights apply then we reserve the right to not start work on your matter until 14 days from the date of entering into this Agreement i.e. until after the ‘cooling off’ period has passed. If you do not wish to wait this long then you can instruct us to proceed within the cooling off period but you will then be liable from that point for our Fees whether you wish to cancel within 14 days or not.

Upon termination of this Agreement for whatever reason and without affecting any other rights or remedies available to either you or us, our respective obligations under this Agreement shall come to an end and neither of us shall have any claim against the other for any loss, damages, costs, charges, expenses, compensation at all but:

• the provisions of this paragraph and sections 5, 7, 8, 9 and 11 to 13 will continue to apply after termination;

• such termination will not effect any accrued rights or obligations of you or us under this Agreement;

• we shall be entitled to invoice you for all Fees and Expenses plus VAT (where applicable) which have been incurred up to the date of termination which shall be payable in accordance with our payment terms.  

5.  How we charge you

The Engagement Letter sets out the fee structure which we have agreed with you. Unless otherwise agreed in the Engagement Letter:-

• where we work for you on a monthly retainer basis the Fees will be invoiced in advance of the month to which they relate and any hours used in excess of the monthly retainer hours will be billed at the end of the month;

• where we work for you on an hourly rate basis we shall let you know the amount of time we have spent on your matters at the end of each month. We do not record time in minimum units so you will only be charged for the time we have actually spent on your work and, if we consider the cost on an “hours spent” basis would be unreasonable for the work involved we may, at our discretion, reduce the Fees. We will invoice you in arrears for our hourly rates at the end of the month to which they relate. From time to time during busy periods we may invoice you bi-monthly;

• where we work for you on a fixed Fee basis, we shall invoice you on the date set out in the Engagement Letter or otherwise agreed in writing which will usually be 50% of the fixed Fee in advance and 50% when the matter completes unless it is complicated and expected to take a number of months to complete in which case we may agree to bill you in instalments which will usually be monthly;

• where you have previously been late in paying us we reserve the right to request payment in advance on a pro forma basis and we shall not start work until such payment has been made.

Where we agree a fixed Fee with you in advance of a matter and it becomes apparent during the matter that there is substantially more work involved or it is more complex than we originally envisaged we shall inform you as soon as possible and reserve our right to amend the proposed Fee. If you are not happy with the revised Fee you may terminate our Services and we shall be entitled to invoice you for all Fees which have accrued up to the date of termination which shall be payable in accordance with our payment terms.

Our retainer rates (where applicable) and our hourly rates are set out in our Engagement Letter and are reviewed from time to time, usually in December each year. We will give you a month’s notice of any proposed changes to our rates and discuss them with you at the time. Our Fees are calculated at the rates which are current when the work is carried out.

We may also charge you for those expenses wholly, necessarily and reasonably incurred in providing the Services which we either incur on your behalf in connection with the transaction, for example, search fees, Companies House fees, Land Registry fees, solicitor and barrister fees of other experts and such like or which you approve in advance in writing (the “Expenses”) and subject to production of such valid receipt and vouchers as you may require.

We do not customarily charge you for time spent travelling to and from meetings or for our travel costs, telephone bills or photocopying fees and we will not do so unless we agree this with you in advance in writing.

All invoices are payable in the currency stated within 14 days of issue by bank transfer unless otherwise agreed in the Engagement Letter.

Value added tax will be added to our Fees and Expenses (where applicable) at the current rate. You must pay the VAT even if you have arranged for someone else to pay our bill. We are registered for VAT purposes and our VAT registration number is 270 7958 69.

You will be responsible for our Fees and Expenses, whether or not the transaction or work has finished. You are legally responsible for our Fees and Expenses, whether or not someone else has agreed to pay them or is legally responsible for paying them. If we act for two or more clients under a contract, all those clients will be responsible (jointly and individually) for paying our Fees and Expenses. If the Services end before they are expected to, a charge will be made in respect of the work we have done and for Expenses that we have paid or agreed to pay on your behalf up to that point.

In the event of late payment of any invoice we may, at our discretion:

• charge interest on a daily basis on the unpaid element of any invoice at the rate of 4% above base rate of Barclays Bank Plc from the date of the invoice until the date of payment; or

• suspend or terminate the provision of Services subject to giving you prior warning;

• retain by way of a lien any of your files, documents or any other property which we hold for you until our Fees and Expenses, including VAT have been paid in full.

We advise you to be vigilant when receiving emails that purport to be from us, requiring you to send payments to a new bank account.  We will never change our banking details without one of our representatives calling you to advise you and taking other security measures to confirm the change. Note that we may require time to verify changes to banking information with you verbally where we are directing a third party to make a payment to you, for example, of completion monies.  

If you wish to complain about our bill you can follow our complaints procedure. You may also ask a court to assess our bill of costs under Part III of the Solicitors Act 1974 subject to certain time limits and conditions.

6.  What we need from you and communications with you

In order to enable us to provide the Services, we need you to provide us with all relevant information, including any matter or fact which may have any bearing on the advice which is being given or the work we are undertaking for you. In particular but without limitation you agree:-

• to provide us in a timely manner with all instructions, information and documents required for the us to carry out the Services;

• that all information which is provided will be true, accurate and not misleading to the best of your knowledge, information and belief having made enquiries of all relevant employees, consultants, contractors and agents;

• to notify us immediately of any changes to the information provided.

We will not be responsible for any loss or damage arising from reliance on any information, or inaccuracy or defect in any document supplied by you.

We may rely on your instructions and statements and those of any member of your staff (or any partner, member or officer if you are a corporate entity) if they say they have your authority. If the term “you” includes more than one person, we may rely on instructions and statements given to us by any of you. If you want us to communicate only with specific people, you must inform us in writing.

We will advise you based upon the information provided but all ultimate decisions in respect of all matters on which we advise you are your responsibility and we will not be responsible for making a decision on your behalf.

We will generally communicate with you via telephone or via e-mail. As you will be aware, there are various risks associated with the use of unencrypted electronic communication: we cannot guarantee that emails will arrive on time or will not be lost or that they will be virus-free or that computer errors or programming corruption will not occur. Personal email accounts may be particularly vulnerable to being hacked. There is also the risk of confidentiality being breached, where emails are read by someone who is not the intended recipient, even if addressed correctly.

Unless you tell us otherwise, you confirm that you accept these risks and permit us to send emails and we do not accept any responsibility for loss which you suffer as a result of the use of emails or other electronic communications between you and us or between us and other people.

We recommend you to be very careful if you copy or forward emails from us to other people or pass on our advice in any other way. Information shared in this way may result in loss of confidentiality or legal privilege which means that if the information you have shared is relevant in relation to a court case and it has stopped being legally privileged because it has been shared, you may need to disclose it to the court and the other side which could harm your chances of success.

If you are in any doubt as to whether an email supposedly from us is genuine, please contact the person who is named as the sender by telephone and they will be able to confirm.

We will process any personal data you provide to us in accordance with our obligations under applicable data protection laws and regulations from time to time. We process such personal data for the following reasons: to provide you with the Services and fulfil our obligations under this Agreement; to comply with applicable laws and regulations; for administrative purposes and to provide you with information about us and our services. If at any time you wish us no longer to process such personal data please let us know, although you should be aware that this may limit the Services we are able to provide to you. Please refer to our Privacy Policy on our website for further details.

You confirm that you have complied with your own obligations under applicable data protection legislation and regulations in providing personal data to us. You agree that we may transfer personal data to our third-party service providers and to our auditors, insurers and other professional advisors for the purposes set out in section 8, including outside of the European Economic Area.

7.  Status of this Agreement

This Agreement is a contract for the provision of services and our relationship with you is that of an independent contractor. We shall be solely liable for our and our Personnel's actions or failure to perform.  The Services to be provided to you by us will be under our own direction and control. Neither the execution of this Agreement nor the supply of the Services provided under this Agreement will give us or any of our Personnel the status of employee, approved subcontractor, servant, partner or agent of you.

We shall be responsible for all of our and our Personnel’s tax, national insurance and social security liabilities in connection with the Appointment and shall account to the appropriate authority for all tax, national insurance, social security or similar contributions payable in respect of the supply of the Services. We hereby indemnify and shall keep you indemnified against all claims that may be made by the relevant authorities against you in respect of tax or national insurance or other deductions or contributions relating to the supply of the Services by us.

8.  Confidential Information and announcements

During the term of the Appointment and after it has terminated or expired, we shall not use, disclose or communicate to any other person any Confidential Information or our advice relating to it for any purpose at all, other than to carry out the Services, and we will use our best efforts to prevent its unauthorised publication, use or disclosure. We shall ensure that our Personnel are bound by similar obligations of confidentiality.    

Neither we or you shall disclose the terms of this Agreement to any other person other than our respective insurers and professional advisors unless required to do so by law, regulatory authority or a court which has the right to request such disclosure.

The restrictions set out above in relation to Confidential Information shall not apply to any Confidential Information:-

• which is publicly known unless it has come to be publicly known as a result of any act or omission by us or our Personnel which is not approved by you; or

•  which we or our Personnel are required by law, regulatory authority, tax authority or a court to disclose, provided that we give you prior notice that we are required to disclose such Confidential Information;

• disclosed by us to:

  • our Personnel who are providing Services to you under confidentiality obligations;

  • our professional indemnity insurers for the purposes of obtaining professional indemnity insurance and managing any claims or notices; or

  • our accountants, auditors or professional advisors;

  • your staff or other professional advisors whom we reasonably believe to be involved in the matter;

  • selected third parties who we use for outsourced support services such as IT, document production, document automation, document storage, expert legal advice and to agents who we may instruct to collect unpaid charges where appropriate confidentiality obligations are in place.

We will not make any public announcement, communication or circular concerning the matters referred to in this Agreement at any time without your prior written consent unless such announcement is required by law or any regulatory body. However, we may tell other clients in general terms about the services we provide to give them an idea of the sort of services we offer and the experience and expertise we have. We will ask your permission before we reveal your identity as one of our clients.  

9.  Your property and our intellectual property

You may ask for your files at any time and we shall send them to you, provided all outstanding invoices have been settled. We shall keep a copy of your files for legal, regulatory and professional indemnity purposes though we may destroy them when we consider that we no longer need to keep them. Provided you have paid all of our invoices in full, upon the termination or expiration of this Agreement, we shall return your files to you at your request.

Unless we agree otherwise in writing, all copyright, database rights and any other intellectual property rights which exist in all works, documents and other materials that we, or our Personnel, develop, design, generate or create in the course of providing the Services will remain our property. You have the right to use such documents and materials for the purposes for which they are created, but not otherwise.

Unless otherwise required by law or court order, you agree not to make our work, documents or materials available to third parties without our prior written consent. We are not responsible to third parties for any aspect of the Services or work that you may make available to third parties.

10.  Our anti-money laundering obligations

In order to comply with anti-money laundering laws, we may need you to provide us with proof of your identity in a way that meets the regulations. We may also have to confirm the identity of certain other people, such as the owners of the client. If we act for you for a long period of time we may need to repeat these checks.

If you do not provide us with this proof, where it is required, then we may not be able to provide Services to you and may have to stop providing the Services. We may also have to report suspicions of money laundering to the relevant authorities. We may have to stop work for you and may not be allowed to tell you if we make sure a report. We will not be liable to you for any loss you suffer as a result of such report being made in good faith or because we stop acting for you.

11.  Our liability

You agree that the limitations on our liability as set out in this Agreement are reasonable having regard to the nature of the Services.

Nothing in this Agreement shall exclude or be deemed to exclude liability for fraud, death or personal injury arising from the negligence of either party or any person for which that party is liable by operation of law or for any other liability which cannot be legally excluded or limited.

We shall have no liability whatsoever for any deficiencies in the Services which are due to any false, misleading or incomplete information or documentation which has been provided by you or on your behalf or due to your acts or omissions or any third party unless we have failed to identify such false, misleading or incomplete information due to our negligence or that of our Personnel and in which case, the liability will be subject to the remaining provisions of this section 11.

We will maintain professional indemnity insurance with a cover of at least £3,000,000 in aggregate at our own cost and expense during the term of this Agreement and for 3 years afterwards and if requested provide a certificate of cover to you upon request.

Our total aggregate liability to you under or in connection with this Agreement, whether for breach of contract, negligence, breach of statutory duty or for any other liability shall be limited to £3,000,000.

We will not be liable, whether in common law (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings; loss of goods; loss of contract; loss of use; loss of corruption of data or information and/or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

Neither party shall be held liable for any delay or failure to fulfil its respective obligations under this Agreement as a result of causes beyond that party’s reasonable control. Such events include, without limitation, fire, flood, acts of God, failure of the internet, acts and regulations of any government authority, war, riots, strikes, lockouts and industrial disputes but do not include lack of finances.

12.  Third Party Rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any of its terms. However, our Personnel may enforce the provisions of section 2 which relate to them as if they were a party to this Agreement.

13.  General

This Agreement forms the entire agreement between you and Azorra in connection with the Appointment and replaces any previous agreements, understandings or arrangements between us relating to the Services we provide.

We each confirm that we have the right, power and authority and have taken all action necessary to execute and deliver, and to exercise each of our rights and perform each of our obligations under this Agreement. 

If you or we fail to exercise any right under this Agreement, neither of us shall be deemed to have waived that right, nor be barred from exercising that right at any time or times afterwards.

If a court finds that we are not entitled to enforce any term of this Agreement, the other terms will continue to apply in full.

You may not transfer to anyone the benefit of this Agreement without obtaining our written permission in advance. We are not responsible to anyone other than you for anything we have done or not done under the Agreement.  

We will not transfer the benefit of this Agreement to anyone, other than a person who acquires our company or our business, unless we obtain your written agreement in advance.

We may each send notices to the other to our respective addresses set out in the Engagement Letter, or to a different address either of us may have asked the other to use for this purpose or to the last known email address we have for each other. Notices may be given personally or by post or by email. If they are sent by first class post, they can be treated as having been delivered on the second day after being posted. If they are sent by email, they can be treated as having been delivered upon receipt of a delivery receipt. Legal proceedings cannot be served by email. 

The laws of England and Wales will govern this Agreement and any disputes will be dealt with only in the courts of England and Wales.