A. Stephenson Law is the name for the unregulated legal practice carried on by Stephenson Law Limited (we/us/our). We are not authorised or regulated by the Solicitors Regulatory Authority (SRA). You can view the professional rules which apply to these individuals (but not to our business) on the SRA’s website: www.sra.org.uk.
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B. We’re a limited company registered in England and Wales under company number 12666099. When we’re engaged to provide our services, the agreement is between us and the client named in our instruction form (you/your). The term director refers to a director of Stephenson Law. Our directors are listed at Companies House.

C. We are not authorised by the Financial Conduct Authority and cannot provide any financial services to you.

D. We’re also registered as a ‘controller’ with the Information Commissioner’s Office under number ZB048191 in relation to the personal data we hold (our Privacy Policy explains more about this).
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E. Our VAT number is 378252765.

A. We provide legal advice on English law.
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B. If you ask us to review legal documents that are governed by the laws of another country, we’ll assume you understand that our advice will only be based on how the documents would be interpreted under English law. If you require overseas legal advice, please tell us and we can instruct another firm on your behalf or refer you to them directly.
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C. Although some of the work we do may have important tax and financial consequences, we’re unable to provide tax or financial advice. If such advice is needed, we can recommend someone who can help.

D. In respect of our subscription services, any exclusions will be set out in our instruction form.

A. Flamingo subscription

• Under our Flamingo subscription, you pre-book a number of hours on a monthly, quarterly or annual basis.
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• Our monthly plan requires a minimum commitment of 5 hours a month for a minimum term of 2 months.
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• Our quarterly plan requires a minimum commitment of 30 hours a quarter.
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• Our annual plan requires a minimum commitment of 120 hours a year.
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• If you subscribe to our monthly plan, any pre-booked hours which haven’t been used in any month can’t be rolled over into the next month (and you won’t be entitled to any refund or discount). If you exceed the number of hours pre-booked in a month, we’ll invoice you for the extra time at the overage rate set out in our instruction form at the end of that month.
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• If you subscribe to our quarterly plan, any pre-booked hours which haven’t been used by the end of the relevant quarter can’t be rolled over into the next quarter (and you won’t be entitled to any refund or discount). If you exceed the number of hours purchased in one quarters, we’ll invoice you for the extra time at the overage rate set out in our instruction form at the end of each month.

• If you subscribe to our annual plan, you can use your pre-booked hours flexibly across the year. Any hours which haven’t been used in any year can’t be rolled over into the next year (and you won’t be entitled to any refund or discount). If you exceed the number of pre-booked hours purchased in any year, we’ll invoice you for the extra time at the overage rate set out in our instruction form at the end of each month.

• Where requested, we’ll provide you with updates showing the number of hours pre-booked and how much time you have left to use for the relevant period.

• So we can manage our subscription clients effectively, we ask you to be considerate by using your pre-booked hours evenly over each month, quarter or year (as appropriate) rather than waiting until the last minute to send us work– we don’t guarantee that we’ll be able to prioritise any work received by you after the 23rd of each month. Your subscription is subject to our Fair Use Policy (as may be updated from time to time) and you agree to comply with this.

• For the monthly subscription: if we don’t hear otherwise from you by the 23rd of the month, we’ll renew your subscription on the same basis and invoice you for the same number of hours for the next month.

• For the quarterly subscription: if we don’t hear otherwise from you by the last working day of the second month in the current quarter, we’ll renew your subscription on the same basis and invoice you for the same number of hours for the next quarter.

• For the annual subscription: if we don’t hear otherwise from you by the last working day of the ninth month in the current year, we’ll renew your subscription on the same basis and invoice you for the same number of hours for the next year.

• You may cancel your subscription at any time on giving us one month’s written notice. However we’re unable to issue a refund for any unused time and any further support after expiry of the notice period will be charged based on our standard hourly rates or on a fixed fee basis, as agreed with you.

• Please see our instruction form for a list of matters and work types which are excluded from our Flamingo subscription service and any other limits or restrictions.

B. FlamingoHR subscription

• Under our FlamingoHR subscription, you pre-book a minimum of 30 hours on an annual basis.

• You can use your pre-booked hours flexibly across the year. Any hours which haven’t been used in any year can’t be rolled over into the next year (and you won’t be entitled to any refund or discount). If you exceed the number of pre-booked hours purchased in any year, we’ll invoice you for the extra time at the overage rate set out in our instruction form at the end of each month.

• Where requested, we’ll provide you with updates showing the number of hours pre-booked and how much time you have left to use for the relevant period.

• So we can manage our subscription clients effectively, we ask you to be considerate by using your pre-booked hours evenly over the year, rather than waiting until the last minute to send us work. Your subscription is therefore subject to our Fair Use Policy (as may be updated from time to time) and you agree to comply with this.

• If we don’t hear otherwise from you by the last working day of the ninth month in the current year, we’ll renew your subscription on the same basis and invoice you for the same number of hours for the next year.

• You may cancel your subscription at any time on giving us one month’s written notice. However we’re unable to issue a refund for any unused time and any further support after expiry of the notice period will be charged based on our standard hourly rates or on a fixed fee basis, as agreed with you.

• Please see our instruction form for a list of matters and work types which are excluded from our FlamingoHR subscription service and any other limits or restrictions.

C. FlamingoDP Subscription  

• Under our FlamingoDP subscription, you pre-book a minimum of 30 hours on an annual basis.

• You can use your pre-booked hours flexibly across the year. Any hours which haven’t been used in any year can’t be rolled over into the next year (and you won’t be entitled to any refund or discount). If you exceed the number of pre-booked hours purchased in any year, we’ll invoice you for the extra time at the overage rate set out in our instruction form at the end of each month.

• Where requested, we’ll provide you with updates showing the number of hours pre-booked and how much time you have left to use for the relevant period.

• So we can manage our subscription clients effectively, we ask you to be considerate by using your pre-booked hours evenly over the year, rather than waiting until the last minute to send us work. Your subscription is therefore subject to our Fair Use Policy (as may be updated from time to time) and you agree to comply with this.

• If we don’t hear otherwise from you by the last working day of the ninth month in the current year, we’ll renew your subscription on the same basis and invoice you for the same number of hours for the next year.

• You may cancel your subscription at any time on giving us one month’s written notice. However we’re unable to issue a refund for any unused time and any further support after expiry of the notice period will be charged based on our standard hourly rates or on a fixed fee basis, as agreed with you.

• Please see our instruction form for a list of matters and work types which are excluded from our FlamingoDP subscription service and any other limits or restrictions.

D. Fixed fee projects and transactions
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• Fixed fees will be based on an agreed scope of work subject to certain assumptions and exclusions which will be set out in our instruction form.

• Work undertaken on a fixed fee basis is subject to a minimum instruction fee of £1,500 plus VAT (unless our instruction form says otherwise).

• When we agree a fixed fee, we’ll stick to it unless any assumptions aren’t met (for example, because the scope of work has changed, or the project is taking longer than expected due to delays we’ve not caused) or if we’re required to do anything that was excluded.
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• In the case of any transactional work, we’ll be entitled to invoice you for our fees (based on our standard hourly rates) and expenses even if the transaction doesn’t complete for any reason (unless our instruction form says otherwise).

• If you ask us to stop working on a fixed fee project, we’ll charge you for the work we’ve done up to that point at our standard hourly rates (unless our instruction form says otherwise).

E. Hourly rate work

• In some circumstances, we’ll charge on an hourly basis at our standard hourly rates.

• If you want us to cap the amount of time we spend on any work (which means that we won’t go over the capped amount without agreeing with you first), please let us know before we start the work.

F. Where you engage us on behalf of a third party
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If you’re another service provider (such as a law, trademark or accountancy firm) engaging us to carry out work for you on behalf of a client of yours (Your Client):

• you, and not Your Client, will be our client and, to the extent they are applicable, these terms of business will apply to our engagement by you.
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• you’ll be directly liable to us for all fees incurred for any services you instruct us to undertake for you, whether or not the ultimate recipient of those services is Your Client.
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• you’ll provide us with sufficient details in relation to Your Client to allow us to meet our regulatory and statutory obligations, and we’ll not be liable to you or Your Client where you fail to provide any required information, or provide any inaccurate or misleading information to us.
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• we’ll not be liable for any losses suffered by you or Your Client which are due to any action or inaction by you, including any failure by you to:
(i) pass on any instructions or information from Your Client to us; or
(ii) pass on any communication from us to Your Client, in each case promptly and in any event within any timescale required to allow any court or other statutory deadlines to be met.
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• except to the extent there’s any legal or regulatory obligation on us to do so, you’re responsible for carrying out all required checks and searches on Your Client and we’ll not be liable to you for any failure by you to undertake such checks.

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A. Timing of invoices: We’ll invoice you for our services:
- monthly, quarterly or annually in advance (as appropriate), in the case of hours pre-booked under our Flamingo subscription
- monthly in arrears for any overage incurred under our Flamingo subscription or FlamingoHR subscription- in monthly instalments for hours pre-booked under our FlamingoHR subscription, provided payment is made by direct debit (otherwise we will require you to pay annually in advance). In the event you cancel your direct debit or a payment is missed, the remaining balance for the total hours pre-booked for the year will be payable immediately. 
- annually in advance, in the case of our FlamingoSec subscription
- following delivery of first drafts of any documents, in the case of fixed fee projects upon completion of any transaction
- monthly in arrears, or when we’ve recorded a significant amount of time, in the case of hourly rate work.

B. How invoices will be sent: We’ll send our invoices by email to the email address provided by you. If this email address changes, you must let us know as soon as possible. If any invoice relates to a matter that is confidential within your organisation, please let us know whether the invoice should be sent to someone else.

C. References on invoices: If you need us to include a purchase order number or other reference on our invoices, you must tell us before we issue the invoice; otherwise the invoice will be valid and will need to be paid on time.

D. Payment of invoices: 
- our preferred method of payment is direct debit via GoCardless 
- payment of our invoices will be taken by direct debit on or around the 15th of each month
- promptly upon request, you will provide us with the required bank account information to set up the direct debit
- you will provide at least one month’s notice of any bank account change by email to accounts@stephenson.law - in the event you are unable to make a payment by direct debit, payment must be made directly into our bank account as stated on the invoice 

- a surcharge of 2% of the net invoice value will be applied to any invoice not paid by direct debit

E. Timing of payment: Unless payment is due to be made by direct debit, our invoices are payable on presentation.
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F. Questions about invoices: If you’ve got any questions about an invoice, you should raise them with us immediately. 

G. Late payment: Unless you’ve disputed any amount of an invoice in good faith, we may stop work on all your matters where any invoice remains unpaid after 30 days from its due date. We may also invoice you for interest and additional sums permitted by law.

H. Joint instructions: When two or more persons instruct us, each person will be jointly and separately liable to pay the full amount of our fees or expenses and any VAT.

I. Reviewing our rates: We reserve the right to review our rates at least once every year and, where we’re currently providing our services to you, we’ll notify you of any increases before they apply.

A. Travel time: If you ask us to travel then we’ll charge for the time spent travelling – though we’d always look to make the most of that time by working on your matters where appropriate for us to do so.

B. Travel expenses: If you ask us to travel, unless our instruction form says otherwise, you agree that we may invoice you for any travel expenses where the cost of an individual trip is less than £250. Mileage will be charged at a cost of 45p/mile.
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C. Other expenses: Unless our instruction form says otherwise, you agree that we may invoice you for any other expenses, for example, bank transfer fees, where these don’t exceed £50 each or £250 in total.

A. Our duty of care: Our solicitors owe you a duty to act with reasonable skill and care and in accordance with the SRA Standards and Regulations when providing our services. This duty is owed only to you and not to anyone else. Our advice can’t be relied upon by anyone else unless we’ve agreed to this in writing. Our directors, employees and consultants will not be personally liable to you and you agree that any claim you may have will only be made against Stephenson Law Limited.

B. What we don’t accept liability for: We don’t accept any liability for:

• advice given by us based on information or materials provided by you or by any third party which, knowingly or not, was incomplete, incorrect or misleading.
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• advice given by any other professionals (such as accountants, tax advisers or foreign lawyers), including where we’ve recommended them or instructed them on your behalf.
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• reports given to us by third parties which are inaccurate or incomplete.
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• advice given by us in relation to documents that are governed by the laws of another country, where you’ve decided not to obtain local advice.
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• any loss arising from actions that you take or refrain from taking in relation to commercial or legal risks on which we have expressed an opinion.
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• any decisions made by you based on opinions given by us of a commercial or legal nature.
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• any changes to your situation or changes to the law or how it’s interpreted after we’ve given any advice, unless we should reasonably have known about such changes at the time.
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• any failure or delay in providing our services which is caused by us having to comply with legal or regulatory requirements.
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• any loss or damage incurred by any person other than you who relies upon, or acts or fails to act upon, any advice given by us to you.
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• any loss or damage outside our reasonable control.
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• any direct or indirect losses of anticipated savings, contracts, goodwill, opportunities, profits, revenues or any indirect or consequential loss or damage.

C. Limit of liability:
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• Unless our instruction form proposes a lower limit, our total liability for any claim or series of claims arising from the same circumstances, is limited to £3 million
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• If you’re an individual not acting in the course of your trade, business, craft or profession when you instruct us, you’ll be deemed a “consumer” under UK consumer law. If you’re a consumer, we’re responsible for loss or damage you suffer that’s a foreseeable result of our breach or our failing to use reasonable care and skill.
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• In any case, our liability will be limited to a fair proportion of any loss or damage (including interest and costs) ordered against us by any court that is competent to make such an award.

D. Time period for claims: You can only make a claim against us if you’ve given us written notice of your claim, including all significant details of it, before or on the second anniversary of the date of our alleged breach

A. Termination by you: Except in respect of our subscription services, where you must give us one month’s written notice to terminate, you may terminate your agreement with us at any time in writing.

B. Termination by us: We may terminate our agreement with you on reasonable written notice where we’ve a good reason for doing so, for example, if you don’t pay our bills or a conflict of interest arises.

C. Payment on termination: Unless you’ve disputed any amount of an invoice in good faith, you must pay all outstanding invoices and for any fees or expenses incurred by us up to the time of termination. Where you’ve made any payment on account of our fees or expenses, we’ll repay such monies to you less such fees or expenses.

D. Cancellation: If you’re an individual and you’re not acting in the course of your trade, business, craft or profession when you instruct us, you’ll be deemed a “consumer” under UK consumer law. In such circumstances, where you’ve agreed to instruct us at any place other than our office premises, you’ve the right to cancel your instructions within 14 days from such date. If you cancel during this period, we’ll promptly repay any monies received from you, unless you consented to us starting work within that period, in which case you’ll have to pay for the work done up to the time of cancellation. Notice of cancellation can be made by phone, email or by any other means.

A. How we handle personal data: You can find out more about what personal data we collect relating to various groups of individuals and how we handle it in our .Privacy Policy

B. When we’re a controller: We’ll generally be a controller in relation to any personal data provided to us by you or on your behalf and shall comply with our obligations under data protection law regarding such personal data. If you discover that any personal data provided to us is inaccurate or incomplete, or that you don’t have a lawful basis for providing it to us, you must let us know as soon as possible.

C. When we’re a processor: Sometimes, we may provide services as a “processor”, for example, if we’ve agreed to host a data room on your behalf. In such circumstances, we’ll:
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• only process personal data in line with your documented instructions
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• promptly notify you if we’re required by any applicable law to process personal data otherwise than in line with your instructions (unless applicable law prohibits us from doing so)
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• immediately notify you if, in our opinion, any instruction given by you infringes data protection law.
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• ensure that anyone with access to personal data is subject to binding confidentiality obligations.
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• considering the factors set out in data protection law, implement appropriate technical and organisational measures to ensure an appropriate level of security when processing personal data.
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• not engage any other processor without your prior written consent.
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• where you’ve consented to us engaging another processor, ensure that our contract with that processor contains terms substantially similar to, and not less onerous than, the terms set out in this paragraph and remain liable to you for the acts and omissions of such processors.
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• considering the nature of the processing, assist you by appropriate technical and organisational measures, as far as possible, for the fulfilment of your obligation to respond to requests by data subjects to exercise their rights under data protection law.
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• considering the nature of the processing and information available to us, assist you in ensuring compliance with your obligations under.
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• at your choice, delete or return all personal data to you after we’ve ceased providing our services relating to the processing, and delete any existing copies (unless applicable law or our regulatory requirements prohibit us from doing so).
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• make available to you all information necessary to demonstrate compliance with our obligations as a processor and, subject to agreement on scope and timing, allow for and contribute to audits, including inspections, conducted by you or another auditor nominated by you.
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• notify you without undue delay if we become aware of a personal data breach.

D. Definitions: In this section, the terms controller, processor, personal data, data subject, process (or any similar term) and personal data breach have the meanings set out in data protection law. For such purposes, data protection law means Regulation (EU) 2016/679 (the GDPR), as it forms part of the law of England, Scotland, Wales and Northern Ireland by virtue of section 3 of the European Union (Withdrawal Act) 2018, the UK Data Protection Act 2018 and any other data protection laws applicable at any time in the UK, the EU or any EU member state.

A. Why we need this clause: We employ and engage a highly skilled team of legal professionals and we invest heavily in their training and development.  Where possible (particularly for subscriptions) we try to ensure that each client works primarily with the same individuals, as this helps us to provide a better service. Unfortunately, this way of working increases the likelihood that our team members will be solicited or engaged by clients, which can be very damaging for our business, so we need to include the following terms to protect our interests.

B. Restrictions: During the term of our agreement with you, and for a period of six months after, you won’t, directly or indirectly:

• solicit, entice or induce (or try to solicit, entice or induce) or
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• employ or engage any legal team member (being a person who was employed or engaged by us at any time in the previous six months in a legal role, and with whom you had contact as a result of engaging us) without our prior written consent.

C. Liquidated Damages: Losing a legal team member causes us to suffer loss, including recruitment costs. Therefore, if you employ or engage a legal team member, you agree to pay us the following sums, which represent a genuine estimate of our loss:

• 30% of the legal team member’s gross annual remuneration (excluding benefits and bonuses); and
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• where you’ve been a subscription client in the previous twelve months, the equivalent of your typical charges for six months’ worth of that subscription (based on an average spend over the most recent twelve month period of your subscription). We may agree that this charge can be offset against subsequent subscription charges, where you continue your subscription.

D. Other remedies: Even if we make a claim for liquidated damages, as set out above, this won’t preclude us from seeking additional damages or claiming injunctive relief.

A. Anti-money laundering and compliance: We’re required under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 to identify and verify the identity of our clients and, sometimes, other individuals such as directors and persons having significant control over our clients. You agree to us making such checks using online databases. We’re also required under the Proceeds of Crime Act 2002 and similar laws to report any information which gives rise to money laundering or terrorist financing concerns to the National Crime Agency or other similar agencies. We may be prohibited from continuing work on any related matters while any investigation is ongoing and from telling you whether we’ve had to make such a report.

B. Communication: We communicate by email and phone. If you’d prefer us to encrypt all emails with you, please let us know, otherwise all emails will be unencrypted. We’ll do what we can to ensure that all communication with you is secure but can’t guarantee that they always will be secure. We recommend that you run anti-virus software when opening any attachments sent by us.

C. Complaints: If there’s any issue with the service we’ve provided, please let us know and we’ll respond to it in line with our Complaints Procedure.

D. Conflicts of interest: If we become aware of any actual or potential conflict of interest between your interests and the interest of any other client of this firm, we may not be able to continue acting for you in a matter. If this happens, we’ll discuss it with you to agree the best way forward.

E. Confidentiality: Our solicitors are required by the SRA Standards and Regulations to keep the affairs of current and former clients confidential, unless disclosure is required or permitted by law or you consent to such disclosure. We may be required to disclose confidential information to the SRA, our insurers for underwriting purposes and the National Crime Agency, the police, or other law enforcement agencies, if we reasonably suspect the commission of a criminal offence or a risk of harm to you or anyone else. Where we’re concerned that we can’t accept your instructions without disclosing or using any confidential information of someone else, we may have to terminate our agreement with you.

F. Copyright: We own the copyright and any other intellectual property rights in all documents we create for you. Provided you’ve paid all invoices relating to the creation of any documents, you’re free to copy, modify and use such documents for the specific purposes for which they were created. If you want to use any documents for any other purposes, you must ask us for permission to do so.

G. Files and original documents: We store all emails and documents electronically and are required to keep copies for a period of 7 years after a matter is closed. After that time, we may delete them. We don’t hold onto original documents and will either forward them to you, or destroy them, at your request.

H. Marketing: If you’re a corporate client, you agree to us using your name and logo (including any registered trade mark) on our website and marketing materials. If you’d prefer that we didn’t use your name and logo, please let us know.

I. Reasonable adjustments: As a firm, promoting equality and diversity is really important to us. If we can assist you by providing our services in a different way, don’t hesitate to tell us and we’ll investigate how we can make reasonable adjustments to our service and discuss our proposals with you.

J. Severance: Each paragraph of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

K. Transferring this agreement to someone else: We may transfer our rights and obligations under our agreement with you to another organisation. We’ll always tell you in writing if this happens and we’ll ensure that the transfer will not affect your rights under our agreement with you.

L. Waiver: If we delay or fail to exercise any right, power or remedy that we may have by law or under the terms of our agreement with you, this doesn’t mean that we waive such right, power or remedy now or in the future. Similarly, if we only exercise any right, power or remedy once or partially, this doesn’t mean that we’re prevented from exercising such right, power or remedy in full now or in the future.

M. Governing law and jurisdiction: The agreement between us will be governed by English law. If any dispute arises, such dispute will be subject to the exclusive jurisdiction of the English courts; however, we may pursue any claim for unpaid fees or expenses in any appropriate jurisdiction.