This page represents our standard terms and conditions (V.0821) and apply to the provision of services described in the Letter of Engagement. Together, this and that document constitute a legally binding agreement between Leyton UK Limited (a company registered in England and Wales under company number 06977112) (hereunder “us”, “we” or “our”) and the Client (hereunder “you” or “your”). Collectively, you and us may be referred to as “either party” or “the parties”.
1. We will provide the services described in the attached Letter of Engagement (“the Services”) for the term specified in that Letter of Engagement (“the Term”). During the Term you agree that our engagement shall be exclusive and that you shall not engage any other person to provide services which are the same as the Services.
2. You warrant that each individual who purports to instruct us on your behalf has authority to bind you in contract. You further agree that in the absence of express assent to these terms we are entitled to hold you bound by them in the event you instruct us (verbally or in writing) to commence the work required to undertake the Services.
3. You agree to provide timely, accurate, complete and up-to-date information and documents when requested by us so that we may (a) perform the Services and/or (b) comply with comply with all laws, regulations, rules and regulatory expectations applicable to our business under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and Proceeds of Crime Act 2002. In doing so, you warrant the accuracy of the information and documentation you supply to us.
4. You further warrant that you have all the necessary permissions and authority to share the information and documentation described at (3) above with us and you agree to hold us harmless in the event there are errors or omissions (whether innocent, negligent or fraudulent) contained therein. You further agree that where you fail to provide any information and/or document requested as described at (3) within a reasonable period of time, we may defer commencement of the Services until the information and/or documentation requested is received.
5. You agree that if our performance of the Services is frustrated by your failure to adhere to (3) above, that we may terminate the agreement pursuant to (19) below and in doing so reserve the right to raise an invoice as described at (12) below, which you agree to pay notwithstanding that we may not have been able to complete the Services.
6. Where relevant, you agree that where you wilfully or neglectfully prevent or hinder us from accessing relevant energy consumption invoices to calculate the services made during the Term, then a calculation will be made based on the previous 12 months of available invoices in order to invoice for the remainder of the agreement. The calculation applied shall be (MPAN/MRPN total kWh most recent 12 months) x (months unpaid in contract) x (discount achieved by provision of the services).
7. You agree that where you notify us of an intention not to file a claim for tax relief for any accounting period or any claim for energy savings for any period covered during the Term (as may be appropriate), and that if requested you agree to provide separate written undertakings to that affect.
8. You acknowledge that the Services are specific to the UK only, and unless otherwise agreed do not include wider corporation tax matters, foreign taxes or other UK taxes/relief not covered by the Services. Further, you acknowledge that the Services do not constitute legal or financial advice, or tax or professional advice beyond that specified in the Letter of Engagement.
9. Where the Services relate to a claim for tax relief or energy savings of any nature, you agree to notify us no within 14 days of submission of the claim, and again within 14 days of your receipt of any response or communication from HMRC or the relevant authority or energy savings provider (as may be appropriate) regarding your claim. Where the Services relate to the review or drafting of a grant application, you agree to notify us within 14 days of you receiving outcome of your application from the grant provider. In all instances, you agree to furnish us with evidence of the tax relief / grant funding awarded.
10. We shall supply the Services with all the reasonable skill, care and diligence to be expected experienced professional advisors undertaking services on works similar in scope and character to the Services. Further, we warrant that we shall only employ or engage persons who are appropriately skilled, competent and experienced in the area into which they are employed for the provision of the Services.
11. Personal Data : You agree that we are each controllers of personal data. You further agree that personal data and the respective obligations, rights and expectations of you and us shall be governed by the UK data protection legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time, (including, without limitation, the privacy of electronic communications). Our privacy notice can be found at: https://leyton.com/uk/leyton- uk-ltd-privacy-notice/ Where you provide us with personal data belonging to third parties, we encourage you to direct them to our Privacy Notice.
12. Invoicing : You agree that we shall be entitled to invoice you when the work described in the Letter of Engagement is complete or when the appropriate stage(s) as described in the Letter of Engagement has been reached (whichever is most appropriate). You further agree that, at our discretion, we may be entitled to raise an invoice in circumstances where we are otherwise prevented from completing the Services in full or (see clause (5) and clause (19)). We shall raise invoices for any and all accounting periods within the Term for which we have provided Services. Our fees described in our Letter of Engagement are exclusive of VAT unless otherwise stated.
13. You agree to discharge all invoices rendered within 30 days, and that you shall be liable for the VAT attributable to our fees. You further agree that any requests for information from HMRC or any informal or formal enquiry of your claim by HMRC shall not entitle you to delay or withhold payment.
14. Where, in our absolute discretion, we agree with you to vary the payment terms detailed at (13) above we reserve the right to apply contractual interest on any amounts due and payable to us calculated at the rate of 4% above the current Bank of England Base Rate, which you agree to pay when applied.
15. You agree that we shall be entitled to recover from you all reasonably incurred legal fees, costs and expenses incurred by us in seeking to enforce the payment of such unpaid Fees, on an indemnity basis
16. If your tax relief claim is awarded at an amount less than we specified, we agree to refund / credit you the same proportion by which your claim / application was reduced. Where you have discharged our invoice(s) by that point we agree to refund you the difference within 14 days of you notifying us pursuant to clause (9) above. Where you have not yet been invoiced or paid your invoiced, we agree to raise a credit note for the difference or an invoice for the reduced fee (whichever is most appropriate).
17. We agree that you shall be entitled to recover from us all reasonably incurred legal fees, costs and expenses incurred by you in seeking to enforce the reimbursement due to you as described at clause (16) above.
18. Either party may terminate the agreement if the other materially breaches the same or obstructs the performance of the other (see (19) below). The agreement shall otherwise renew on each subsequent Accounting Period occurring after the Term described in the Letter of Engagement unless either party notifies the other in writing of its desire to terminate for convenience by giving the other written notice not less than 60 (Sixty) days prior to expiry of the Term or any subsequent Accounting period.
19. Without affecting any other right or remedy available to it, either party may terminate the agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of the agreement which is irremediable or (if such breach is capable of remedy) such other party fails to remedy within a period of 30 days after being notified in writing to do so.
20. Notwithstanding clause (18) above, you agree that we may terminate the agreement with immediate effect by giving notice to you if you commence negotiations with any class of creditors with a view to rescheduling any of your debts; or you make a proposal for or enter into any compromise or arrangement with any of your creditors; or in the event you apply for an Insolvency Moratorium pursuant to the UK insolvency legislation.
21. For the avoidance of doubt, it is agreed that termination or expiry of the agreement shall not affect the accrued rights or liabilities of either party.
22. For the purposes of the foregoing, the parties agree that Intellectual Property Rights (“IPR”) means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights and registered design, rights in get-up, database rights and rights in data , topography right, service mark, application to register any of the aforementioned rights, right of confidence, the right to sue for passing off, utility, models, domain names and all similar rights, and any other intellectual or industrial property right of any nature whatsoever in any part of the world and, in each case:
a. whether registered or not,
b. including any applications to protect or register such rights,
c. including all renewals and extensions of such rights or applications, d. whether vested, contingent or future, and e. wherever existing.
23. Subject to the below, the parties agree all IPR and all information and materials created or provided by us in the course of providing the Services (“Company Materials”) shall vest and remain vested exclusively in us or our third party licensors.
24. All Intellectual Property Rights in all information and materials provided by the Client to the Company (“Client Materials”) shall vest and remain vested exclusively in the Client or its third party licensors.
25. Where applicable and where subject to payment of our fees when required, we agree to grant you a perpetual, non-exclusive, irrevocable, worldwide licence of the our IPR contained in any documentation prepared by us for the provision of the Services so that you may use the same for the completion of your claim / grant application and/or for sharing with your professional advisers and/or for you to use, copy and store that documentation for your own internal business purposes. Where you have not paid the fees relevant to the documentation we reserve the right to revoke or suspend this licence until outstanding fees are paid.
26. You agree to grant us perpetual, non-exclusive, irrevocable, worldwide, royalty-free licence to use your IPR which we agree shall be used for the purposes of providing the Services which may in turn include sharing the same with our professional advisers and incorporating extracts into documentation created for you for the purpose of fulfilling the Services.
27. For the purpose of the following, it is agreed that “Confidential Information” means any and all information imparted or obtained under or in connection with the agreement which is of a confidential nature relating to the business or prospective business of any of the parties including but not limited to patents and patent applications, trade secrets and copyrighted information, proprietary information and ideas, technical information, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, templates, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and Services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties.
28. It is agreed that neither party shall disclose or use the other’s Confidential Information for any purpose other than the performance of its legitimate and lawful obligations, or the exercise of its rights under the agreement. Further it is agreed that neither party shall disclose Confidential Information to any third party outside of its corporate or group structure without the prior approval of the other party except where it is required to so do by law or where that information is already in the public domain, through no wrong-doing of either party.
29. A party’s Confidential Information shall not be deemed to include information that:
a. is or becomes publicly known other than through any act or omission of the receiving party;
b. was in the other party’s lawful possession before the disclosure;
c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
d. is independently developed by the receiving party, as shown by written evidence;
e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
30. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the agreement.
31. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
32. For the avoidance of doubt, the clauses herein pertaining to Confidential Information shall survive the expiry or termination of the agreement.
33. You agree that we shall not be liable for any tax credits lost or loss of income or opportunity arising from your failure to provide accurate information and documentation as required at (4) above. You further agree to indemnify us against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or in connection with any wilful or deliberate breach by you of clauses (4) and (5) above.
34. Nothing in these terms limit any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
35. Each party shall only be liable to the other party for direct loss or damage suffered directly as a result of its breach of the agreement, negligence or wilful misconduct.
36. No party shall be liable for any failure or delay in the performance of any obligation under the agreement (except any payment obligation) by reason of any cause beyond that party’s reasonable control.
39. Our total aggregate liability to you arising under or in connection with the agreement, in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation or non-contractual claims, or otherwise, shall be limited to the total fees paid by you or expected to be paid by you during the 12 months immediately preceding the date on which the claim arose.
40. For the avoidance of doubt, we shall not be liable to you in relation to or arising from any interest or penalty payable by you to HMRC or any other relevant authority in circumstances where HMRC or relevant authority has initiated an enquiry of your tax relief claim and has concluded that repayment of the tax relief is required, except to the extent that such interest or penalty is caused by our negligence, misrepresentation or breach of the agreement.
41. In the event of any dispute arising out of or in relation to the agreement, either party may notify the other in writing, in which case each party shall within 10 working days of such notification, co-operate with the other to convene a meeting between the relevant senior manager of each party to attempt to resolve the dispute. This provision shall not prevent either party commencing or continuing court proceedings in relation to the dispute.
42. If any one or more of the provisions contained in these terms shall be invalid, illegal or unenforceable in any respect then it will be severed from the rest of the agreement so that it is ineffective to the extent that it is invalid, illegal or unenforceable and the remaining provisions or part of the agreement shall remain in full force and effect.
43. The failure by either party to enforce any provision of these terms or to exercise any right in respect thereto shall not be construed as constituting a waiver of such provision or right.
44. Each party shall at all times comply, and shall ensure that its personnel comply, with respect to the performance of these terms, with the relevant law concerning bribery and corruption including but not limited to the Bribery Act 2010 and shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.
45. Each party shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015 (as amended or updated from time to time), and shall not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 (as amended or updated from time to time) if such activity, practice or conduct were carried out in the UK.
46. You agree we may assign or subcontract any or all of our rights and obligations under the agreement to a member of our group for so long as we remain a member of our group.
47. These terms and the documents referred therein constitute the entire agreement between the parties on the subject matter hereof and it shall not be amended, altered or changed except by a further agreement in writing signed by the parties hereto.
48. The parties agree that it has conducted its own due diligence of the other and that the mutual expectations, obligations and responsibilities herein will not fail and are not contingent upon factors not completed at the point of contracting.
49. We are a company registered in England and Wales and notwithstanding your location you agree that any dispute or claim arising out of or in connection with these terms shall be governed by and construed in accordance with the law of England and Wales. You further agree to irrevocably submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with these terms.