Sarah Liddle trading as The Lady in the Shed

Outline terms and conditions of business

1. In these terms and conditions ‘me’ or ‘I’ shall mean Sarah Liddle trading as The Lady in the Shed and ‘you’ shall mean the person or entity named as the client.

2. I reserve the right to vary these terms and conditions at any time.

3. Before starting to work together, I shall supply you with a contract incorporating these terms and conditions that we both shall sign.

Provision of services

4. My normal office hours are 9am to 5pm Monday to Friday (excluding Bank Holidays). If you request services outside of these hours, I reserve the right to charge an additional 50% of the fees.

5. If the services are being provided as part of a retainer, all hours worked in addition to the number of hours included in the retainer will be charged at the standard hourly rate applicable at that time. Any hours included in a retainer not used in one month may be carried over to the next month but must be used in that following month (and if not used will still be charged).

6. All of the time that I spend working on the services, including without limitation research, administration and communication (whether by telephone, email, fax or otherwise) will be chargeable at the applicable hourly rate or included in the retainer hours (as the case may be).

Charges, expenses and invoicing

7. I shall submit an invoice to you for the charges for the services and you shall pay each invoice, in full and in cleared funds, within 14 days of the date of the invoice to the bank account specified on the invoice.

8. If the services are being provided as part of a retainer, payment for each month is due monthly in advance and invoices will be delivered accordingly. Otherwise, I shall invoice you as soon as practicable after the last day of each month.

9. All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (if this becomes necessary).

10. Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, I may charge interest on the sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and you shall pay the interest immediately on demand.

11. I reserve the right to charge you a deposit on account of the charges, the amount of the deposit to be at my discretion.

12. You shall reimburse me for all hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by me in providing the services. These expenses shall be detailed in your invoice and I may invoice you for such expenses at such times as I think appropriate.

13. All stationery, materials, postage and other administrative costs reasonably incurred by me as part of the provision of the services will be invoiced at cost in addition to my stated charges.

14. My charges for time spent are calculated in 15 minute units using hourly rates.

Force majeure

15. If I am prevented from or delayed in performing my obligations by your act or omission (or of your agents, subcontractors, consultants or employees) or by any circumstance outside of my control, I shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

Intellectual property

16. As between me and you, all Intellectual Property Rights and all other rights in any materials provided by me shall be owned by me. I license all such rights to you on a non-exclusive basis only to such extent as is necessary to enable you to make reasonable use of the services.

Confidentiality

17. You shall keep in strict confidence all know-how, processes or initiatives which are of a confidential nature concerning my business. I will keep confidential all information disclosed by you or your employees in relation to the provision of the services.

18. Notwithstanding paragraph 17, I will be entitled to disclose confidential information relating to or belonging to you (i) if agreed in advance with you, (ii) to my insurers, (iii) to my auditors and other professional advisers appointed from time to time and (iv) to any other party to the extent required by law or regulation or a regulatory authority.

Liability

19. While I endeavour at all times to ensure the accuracy of the completed work supplied to you, it is your responsibility to verify its accuracy upon receipt and I shall not be liable for any inaccuracies or any losses directly or indirectly arising from such inaccuracies. Any errors notified to me within 14 days of completion will be rectified by me free of charge.

20. I shall not under any circumstances be liable for any consequential or indirect loss of any type suffered by you. My total liability to you, whether in contract or otherwise, shall be limited to the price paid for the services in the 12 months preceding any settlement or adjudication of any claim.

21. Nothing in these terms and conditions excludes my liability for death or personal injury caused by my negligence or for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded or limited by applicable law.

22. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.

23. I shall not be liable for any loss, damage or theft of any data, materials, projects, equipment or any items relating to the services.

24. You agree that I may communicate with you by email sent without encryption over the internet. I shall not be responsible for any loss or damage arising from unauthorised interception, re-direction, copying or reading of emails, including any attachments, nor shall I be responsible for the effect on any computer system (or any loss or damage arising from any such effect) of any emails, attachments or viruses which may be transmitted by this means.

Termination

25. You may terminate the contract by providing me with one month’s written notice.

26. On termination of the contract (howsoever caused) I will charge you for all the work completed by me up to the date of termination on a pro-rata basis and any cost incurred by me in concluding or transferring the matter.

27. I will not be obliged to retain documents and information or any other materials provided by you to me after termination of the contract and I accept no liability or responsibility for any loss or damage caused by my failure to retain files and/or documents after such termination and are authorised by you to destroy the files and/or documents after such time.

Assignment and subcontracting

28. I shall not subcontract or delegate in any manner any of my obligations under the contract to any third party or agent.

29. You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the contract.

No partnership

30. Nothing in the contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between us, nor constitute either of us the agent of another party for any purpose. Neither of us shall have authority to act as agent for, or to bind, the other in any way.

Governing law and jurisdiction

31. These terms and conditions are governed by the law of England and Wales and the English courts shall have exclusive jurisdiction to settle any dispute or claim that arises in connection with the provision of the services.