Terms of Business | Williams, Stanley & Co.

These are the standard terms of business on which we supply our services. They form part of your agreement with us together with the applicable Quote or Order Form, which sets out the services, the fees and the period of engagement.

If anything here is unclear, or you would like a copy for your records, please get in touch.

1. Interpretation

1.1 Definitions:

Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.

Bookkeeping Service: the service provided by WS&Co for the recording and tracking of the financial transactions of the Customer.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Fees: the charges payable by the Customer for the Services, as set out in the applicable Quote or Order Form.

Terms of Business: these standard terms of business set out in clause 1 (Interpretation) to clause 9 (General) (inclusive).

Agreement: the contract between the Customer and WS&Co consisting of the applicable Quote or Order Form together with these Terms of Business.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer Materials: all materials, information and data supplied by the Customer to WS&Co.

Financial & Management Reporting Service: the service provided by WS&Co for the preparation of management accounts which can be used by the Customer to monitor the ongoing trading position of its business and provide the Customer with relevant information for decision making purposes.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Management Accounts: the accounts prepared by WS&Co pursuant to the Financial & Management Reporting Service.

Services: the services to be provided by WS&Co as set out in the applicable Quote or Order Form.

Period of Engagement: period for which WS&Co will provide the Services as specified in the applicable Quote or Order Form.

WS&Co IPRs: all Intellectual Property Rights subsisting in the Management Accounts, and any other reports or documentation provided by WS&Co excluding any Customer Materials incorporated in them.

1.2 Interpretation:

(a) Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3 This Agreement is binding on, and enures to the benefit of, the parties to this agreement and their respective successors and permitted assigns, and references to any party shall include that party's successors and permitted assigns, and the Customer’s Affiliates.

2. Commencement and term

The Agreement shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until the end of the Period of Engagement.

3. Supply of services

3.1 WS&Co shall supply the Services to the Customer during the Period of Engagement in accordance with the Agreement.

3.2 In supplying the Services, WS&Co shall:

(a) perform the Services with reasonable care and skill;

(b) perform the Services in accordance with the service description as specified in the applicable Quote or Order Form;

(c) take reasonable care of all Customer Materials in its possession and return them to the Customer on reasonable notice and request, always provided that WS&Co may destroy the Customer Materials if the Customer does not request their return within a reasonable period after termination of the Agreement.

3.3 Where WS&Co provide the Financial and Management Reporting Service, WS&Co will prepare Management Accounts for the Customer’s approval based on the accounting records maintained by the Customer. For the avoidance of doubt, the Management Accounts will not constitute an audit.

4. WS&Co’s Obligations

4.1 While WS&Co may bring any shortcomings in the Customer’s systems or any irregularities on the part of the Customer’s employees to the attention of the Customer, WS&Co is under no obligation to discover or investigate any such shortcomings or irregularities.

4.2 WS&Co will observe the byelaws, regulations and ethical guidelines of The Institute of Chartered Accountants in England and Wales and shall only accept instructions to act for the Customer on the basis that WS&Co will act in accordance with those guidelines. Copies of these requirements are available for inspection in WS&Co offices.

4.3 WS&Co reserves the right during the Period of Engagement to act for other clients whose interests may be adverse to the Customer’s. WS&Co will endeavour to notify the Customer promptly should it become aware of any conflict of interest to which it is subject in relation to the Customer.

4.4 WS&Co is not authorised by the Financial Conduct Authority to provide investment advice. If the Customer requires investment advice WS&Co will endeavour to refer the Customer to a firm authorised by the Financial Conduct Authority.

4.5 In some circumstances, commissions or other benefits may become payable to WS&Co or to one of WS&Co's associates in respect of transactions WS&Co or such associates arrange for the Customer, in which case the Customer will be notified in writing of the amount and terms of payment. The fees that would otherwise be payable as set out in this Agreement will not be abated by such amounts. The Customer consents to such commissions or other benefits being retained by WS&Co or, as the case may be, by WS&Co associates, without WS&Co or a WS&Co associate being liable to the Customer for any such amounts.

4.6 As part of WS&Co’s ongoing commitment to providing a quality service, customer files are periodically subject to an independent quality review. WS&Co’s reviewers are bound by the same requirements of confidentiality as principals and staff.

5. Customer's obligations

5.1 The Customer shall:

(a) co-operate with WS&Co in all matters relating to the Services;

(b) provide for WS&Co, its agents, subcontractors, consultants and employees, in a timely manner the accounting records and related financial information and Customer Materials as required by WS&Co and ensure that it is accurate and complete in all material respects;

(d) ensure that, to the best of its knowledge and belief, financial information used by the Customer’s business or for any Management Accounts is accurate and complete;

(e) ensure that the activities of the Customer’s business are being conducted honestly;

(f) safeguard the assets of its business and take reasonable steps for the detection and prevention of fraud; and

(g) ensure that its business complies with all laws and regulations that apply to its activities, as well as preventing non-compliance and detecting any breach that occurs.

5.2 Where WS&Co provide the Financial and Management Reporting Service, the Customer shall:

(a) disclose information, explanations and any other relevant information (whether directly requested by WS&Co or not) necessary for the preparation of the Management Accounts (and hereby acknowledges that WS&Co will rely on such information, explanations and other relevant information) in preparing the Management Accounts);

(b) approve and sign the Management Accounts, thereby acknowledging responsibility for them, including responsibility for the information and explanations provided pursuant to clause 5.2(a).

5.3 Unless WS&Co is providing the Bookkeeping Service, the Customer will be responsible for all day-to-day accounting work. This will include:

(a) keeping the record of receipts and payments;

(b) reconciling records with bank statements;

(d) carrying out or arranging for a valuation of the period-end stock levels; and

(e) preparing details of any period-end work-in-progress.

5.4 The Customer understands that WS&Co has a professional responsibility not to allow its name to be associated with accounts that it believes may be misleading. WS&Co is not required to search for such matters, but if it becomes aware that information in the Management Accounts may be misleading, WS&Co will discuss this with the Customer so that appropriate adjustments or disclosures can be made. Where the adjustments or disclosures WS&Co considers appropriate are not made and WS&Co considers that the Management Accounts may be misleading, WS&Co will be entitled to withdraw from the engagement. In such circumstances the Customer agrees that WS&Co will have a right to invoice the Customer for its time spent in preparing and discussing the accounts with the Customer as well as time spent on any work that is not fully completed as a result of WS&Co withdrawing from the engagement, in addition to any fees for services performed up until the effective date of withdrawal.

5.5 If WS&Co's performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, WS&Co shall:

(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

(b) be entitled to payment of the Fees despite any such prevention or delay; and

(c) be entitled to recover any additional costs, charges or losses WS&Co sustains or incurs that arise directly or indirectly from such prevention or delay.

6. Warranties

6.1 The Customer understands that any audit or other service conducted by WS&Co is not an audit provided in accordance with the International Standards on Auditing (UK). WS&Co will not provide any assurance that the accounting records or the accounts are free from material misstatement, whether caused by fraud or other irregularities or error. WS&Co is unable to provide any assurance as to whether the accounts present a true and fair view. WS&Co makes no representations or warranties that any audit conducted will be in accordance with the International Standards on Auditing (UK).

6.2 WS&Co accepts no responsibility:

(a) if the Customer acts on advice previously given by WS&Co without first confirming with WS&Co that the advice is still valid in light of any change in the law, accounting principles or the Customer’s circumstances;

(b) for losses arising from changes in the law or the interpretation thereof that occur after the date on which WS&Co provided any advice.

(c) for changes made to such internet communications which are corrupted or changed after their dispatch. The Customer should not rely on any advice contained in an email without obtaining written confirmation of such advice first. Responsibility for any errors or problems that may arise through the use of internet communications and all risks connected with sending commercially sensitive information relating to the Customer’s business are borne by the Customer. It is the responsibility of the recipient to carry out virus checks on any attachments received.

7. Data protection

The parties shall comply with their data protection obligations as set out in Schedule 1 (Data protection).

8. Intellectual property

8.1 WS&Co and its licensors shall retain ownership of all WS&Co IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

8.2 WS&Co grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, and perpetual licence to copy WS&Co IPRs for the purpose of receiving and using the Services and the Management Accounts in the Customer's business.

8.3 The Customer grants WS&Co a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials:

(a) for the term of the Agreement for the purpose of providing the Services to the Customer in accordance with the Agreement; and

(b) for a period of five (5) years from the termination or expiry of this Agreement the purposes set out in clause 8.5 (subject to the restrictions set out in clause 8.5).

8.4 The Customer shall indemnify WS&Co in full against any sums awarded by a court against WS&Co arising out of or in connection with any claim brought against WS&Co for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by WS&Co.

8.5 WS&Co may use the Customer Materials for the purpose of creating the following:

(a) industry benchmarks;

(b) insights for improving its services; and/or

provided that such Customer Materials are anonymised and aggregated with data from other clients so that the Customer cannot be identified in the outputs created.

9. Fees and payment

9.1 In consideration for the provision of the Services, the Customer shall pay WS&Co the Fees specified in the applicable Quote or Order Form.

9.2 WS&Co’s Fees are computed on the basis of time spent on the Customer’s affairs by the principals and WS&Co staff and sub-contractors or consultants, and on the levels of skill and responsibility involved. If it is necessary to spend additional time on the Customer’s Services, or where additional work is required to be carried out in addition to the Services set out in the applicable Quote or Order Form, the Customer agrees to be bound by WS&Co’s price card for each banding of employees’ hourly rates. These rates are available on request. WS&Co will endeavour to make the Customer aware of the costs prior to beginning the work.

9.3 Where necessary, WS&Co may need to incur expenses or make payments to third parties on the Customer’s behalf, for example for travel, accommodation and other expenses incurred in dealing with the Customer’s affairs (Disbursements).

9.4 WS&Co may increase the Fees on an annual basis with effect from each anniversary of the first day of the Period of Engagement to reflect the percentage increase in the consumer price index in the previous 12-month period. WS&Co shall give the Customer not less than 30 days' prior notice of each increase in the Fees.

9.5 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to WS&Co at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

9.6 WS&Co shall submit invoices for the Fees and any Disbursements plus VAT if applicable to the Customer. Each invoice shall include all reasonable supporting information required by the Customer.

9.7 Unless another method has been expressly agreed with the Customer, all recurring Fees shall be paid by Direct Debit and all other Fees shall be paid by automated collection (such as BACS or stored card payment details).

9.8 The Customer shall on the date the Agreement is signed by both parties provide to WS&Co valid, up-to-date and complete payment card details and any other relevant, up-to-date and complete contact and billing details and the Customer hereby authorises WS&Co to bill such payment card on the date on which the Fees become due as specified in the applicable Quote or Order Form and in the invoice.

9.9 The Customer shall be required to pay in full the final invoice due in respect of the Services before WS&Co signs and makes available the Management Accounts or any other documentation or final deliverable as provided pursuant to the Services.

9.10 If the Customer fails to make any payment due to WS&Co under the Agreement by the due date for payment, then, without limiting WS&Co's remedies under clause 13 (Termination):

(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above Barclays Bank Plc’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

(b) WS&Co may suspend all Services until payment has been made in full.

9.11 All amounts due under the Agreement from the Customer to WS&Co shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Customer Monies

10.1 WS&Co may, from time to time, hold money on the Customer’s behalf. Such money will be held in trust in a client bank account, which is segregated from WS&Co’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients' Money Regulations of The Institute of Chartered Accountants in England and Wales.

10.2 In order to avoid an excessive amount of administration, interest will only be paid to the Customer where the amount of interest that would be earned on the balances held on the Customer’s behalf in any calendar year exceeds £25. Any such interest shall be calculated using the prevailing rate applied by Barclays Bank Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

10.3 If the total sum of money held on the Customer’s behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to the Customer. All interest earned on such money will be paid to the Customer. Subject to any tax legislation, interest will be paid gross.

11. Proceeds of Crime and Money Laundering

11.1 WS&Co’s obligations to carry out instructions and effect transactions may, in certain circumstances, be subject to various overriding legal obligations, for example under the Proceeds of Crime Act 2002. WS&Co may have a legal obligation to report to the National Crime Agency any knowledge or suspicion it may have of money laundering or if it has reasonable grounds for knowing or suspecting money laundering. WS&Co shall fulfil its obligations under such legislation in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.

11.2 WS&Co is obliged to:

(a) Carry out certain compliance procedures with a view to establishing identity when carrying out services on a client’s behalf;

(b) Make proper enquiries about the nature of the services requested;

(d) Make such other enquiries (which may include asking for the Customer’s consent for WS&Co to seek references from banks, accountants and/or lawyers who may have relevant information about the Customer’s transactions) as WS&Co deem appropriate in the particular circumstances which arise.

(e) Where the Customer provides WS&Co with documents to establish proof of identity and any other personal information as part of this process, it will only be used to prevent money laundering or financing terrorism, unless the Customer later agrees to WS&Co using it in a different way for the purposes of carrying out the Customer’s instructions.

12. Limitation of liability

12.1 WS&Co has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £3,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover WS&Co has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

12.2 References to liability in this clause 12 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.3 Nothing in this clause 12 shall limit the Customer's payment obligations under the Agreement.

12.4 Nothing in this Agreement shall limit the Customer's liability under clauses 8.4 and schedule 1 (data processing) of the Agreement.

12.5 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

12.6 Subject to clause 12.3 (No limitation on customer's payment obligations), clause 12.4 (No limitation under identified clauses) and clause 12.5 (Liabilities which cannot legally be limited), , WS&Co's total liability to the Customer in respect of all defaults occurring within any contract year shall not exceed £3,000,000.

12.7 The caps on the WS&Co's liabilities shall be reduced by:

(a) payment of an uncapped liability; and

(b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

12.8 Subject to clause 12.3 (No limitation on customer’s payment obligations), clause 12.4 (No limitation under identified clauses), clause 12.5 (liabilities which cannot legally be limited) and clause 12.6 (WS&Co’s total liability cap), this clause 12.8 sets out the types of loss that are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

12.9 WS&Co has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

12.10 Unless the Customer notifies WS&Co that it intends to make a claim in respect of an event within the notice period, WS&Co shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13. Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement for convenience by giving the other party not less than three (3) month’s notice to the other party, provided that the Customer may not give notice to terminate under this clause 13.1 during the initial six (6) months of the Period of Engagement.

13.2 Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

13.3 Without affecting any other right or remedy available to it, WS&Co may terminate the Agreement with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Agreement on the due date for payment;

(b) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or

13.4 On termination of the Agreement for whatever reason:

(a) the Customer shall immediately pay to WS&Co all of WS&Co's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, WS&Co may submit an invoice, which shall be payable immediately on receipt;

(b) any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect; and

(c) termination or expiry of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

14. Help WS&Co to provide the right service

14.1 If at any time the Customer would like to discuss with WS&Co how the service it is providing could be improved, or if the Customer is dissatisfied with the service it is receiving, please contact WS&Co.

14.2 WS&Co undertakes to look into any complaint carefully and promptly and to do all it can to explain the position to the Customer. If the Customer considers that WS&Co has given it a less than satisfactory service, WS&Co undertakes to do everything reasonable to address the Customer’s concerns.

14.3 If the Customer is still not satisfied, it may report the issue to the Institute of Chartered Accountants in England and Wales.

15. General

15.1 Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, which shall include but not be limited to (Force Majeure Event). If a Force Majeure Event takes place that affects the performance of WS&Co's obligations under the Agreement, WS&Co will contact the Customer as soon as reasonably possible to notify them, and WS&Co's obligations under the Agreement will be suspended for the duration of the Force Majeure Event. If the Force Majeure Event continues for more than 30 days, either party may terminate the Agreement by giving written notice to the other party, provided that the Customer shall remain liable to pay all Fees due for Services performed up to the date of the Force Majeure Event.

15.2 Assignment and other dealings.

(a) Save for as set out in clause 15.2(b), the Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without WS&Co's prior written consent.

(b) The Customer may, after having given 3 month’s prior written notice to the Supplier, assign its rights under this Agreement to any of its Affiliates or any person to which it transfers that part of its business to which this Agreement relates, provided that the assignee undertakes in writing to the Supplier to be bound by the Customer's obligations under this Agreement.

(c) WS&Co may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Agreement.

15.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 15.3. For the purposes of this clause 15.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 15.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use any other party's confidential information for any purpose other than as permitted under this Agreement.

15.4 Entire agreement.

(a) The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

15.5 Variation. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.6 Waiver.

(a) A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.7 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 15.7 shall not affect the validity and enforceability of the rest of the Agreement.

15.8 Notices.

(a) Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at the address specified in the applicable Quote or Order Form; or

(ii) sent by email to the address specified in the applicable Quote or Order Form

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 15.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.9 Third party rights.

(a) Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

(b) The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.

15.10 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

15.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

15.12 Non-solicitation. The Customer shall not, during the Period of Engagement and for a period of six months following termination or expiry of the Agreement, directly or indirectly solicit or entice away from WS&Co, or attempt to solicit or entice away, any director, employee or consultant of WS&Co who has been involved in the provision of the Services to the Customer, without the prior written consent of WS&Co.

Schedule 1 – Data Protection

DEFINITIONS

In addition to the defined terms in this Agreement, the following terms shall have the following meanings in this Schedule 1:

Applicable Laws: means the law of the United Kingdom or of a part of the United Kingdom.

Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Client Personal Data: any personal data which we process in connection with this agreement, in the capacity of a processor on your behalf.

Purpose: the purposes for which the Client Personal Data is processed, as set out in clause 1.8(a).

Supplier Personal Data: any personal data which we process in connection with this agreement, in the capacity of a controller.

UK GDPR: has the meaning given to it in the Data Protection Act 2018.

1. DATA PROTECTION

1.1 For the purposes of this clause 1, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

1.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 1 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

1.3 The parties have determined that, for the purposes of the Data Protection Legislation:

(a) we shall act as controller in respect of the personal data which we provide to you pursuant to providing the Services; and

(b) we shall process the Client Personal Data as a processor on your behalf.

1.4 Should the determination in clause 1.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 1 or the related annexes.

1.5 By entering into this Agreement, you consent to (and shall procure all required consents, from your personnel, representatives and agents, in respect of) all actions taken by us in connection with the processing of Supplier Personal Data, provided these are in compliance with our privacy policy available at https://williamsstanley.co/privacy-policy/ (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement, the Privacy Policy will take precedence.

1.6 Without prejudice to the generality of clause 1.2, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Client Personal Data to us and lawful collection of the same by us for the duration and purposes of this Agreement.

1.7 In relation to the Client Personal Data, Annex 1 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.

1.8 Without prejudice to the generality of clause 1.2 we shall, in relation to Client Personal Data:

(a) process that Client Personal Data only on your documented instructions, unless we are required by Applicable Laws to otherwise process that Client Personal Data. Where we are relying on Applicable Laws as the basis for processing Client Personal Data, we shall notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from doing so on important grounds of public interest. We shall inform you if, in our opinion, your instructions infringe the Data Protection Legislation;

(b) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which you have reviewed and confirm are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that any personnel engaged and authorised by us to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify you without undue delay on becoming aware of a personal data breach involving the Client Personal Data;

(f) at your written direction, delete or return Client Personal Data and copies thereof to you on termination of the agreement unless we are required by Applicable Law to continue to process that Client Personal Data. For the purposes of this clause 1.8(f) Client Personal Data shall be considered deleted where it is put beyond further use by us; and

(g) maintain records to demonstrate our compliance with this clause 1.

1.9 You hereby provide your prior, general authorisation for us to:

(a) appoint processors to process the Client Personal Data, provided that we:

(i) shall ensure that the terms on which we appoint such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on us in this clause 1;

(ii) shall remain responsible for the acts and omission of any such processor as if they were our acts and omissions; and

(iii) shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to our reasonable satisfaction, that the objection is due to an actual or likely breach of the Data Protection Legislation, you shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection.

(b) transfer Client Personal Data outside of the UK as required for the Purpose, provided that we shall ensure that all such transfers are effected in accordance with the Data Protection Legislation. For these purposes, you shall promptly comply with any reasonable request we make, including any request to enter into standard data protection clauses adopted by the UK Information Commissioner from time to time.

1.10 Either party may, at any time on not less than 30 days' notice, revise this Data Protection Schedule by replacing it (in whole or part) with any applicable standard clauses approved by the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when replaced by attachment to this agreement, but only in respect of such matters which are within the scope of the Amended Terms.

1.11 Notwithstanding any other terms of this agreement, our total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement or any collateral contract insofar as it relates to the obligations set out in this clause 1, or Data Protection Legislation shall be limited to £500,000.

Annex 1 Particulars of the processing

1. Particulars of processing

1.1 Scope: the provision of the services by Williams, Stanley & Co Limited.

1.2 Nature and Purpose: to enable us to provide the Services and as permitted under this Agreement.

1.3 Duration of the processing: the term of the Agreement.

2. Types of Personal Data

Names;
Addresses;
Email addresses; and
Contact numbers.

3. Categories of Data Subject

Client personnel; and
Client’s customers.

Standard Terms of Business