Terms and Conditions – Barkley Limited
November 2023

1. General

1. These Terms and Conditions shall apply to the provision by Barkley Legal (Barkley) of consultancy services and the services, products, and resources both free and paid for on our Website (all jointly called our Services).
2. The ‘Client’ is the person, business, or organisation who has purchased or uses our Services. It is assumed all Clients contact Barkley in the capacity of a business unless Barkley is informed otherwise in writing.
3. The ‘Contract’ is the legally binding agreement between Barkley and the Client to provide the Services.
4. ‘Day’ excludes Saturday, Sunday, and UK Bank Holidays.
5. ‘Website’ – https://barkleylegal.co.uk
6. ‘Charge’- the sum payable for the Services.
7. The Contract will represent the whole of the terms between Barkley and the Client. Any changes to these must be agreed upon in writing by Barkley.
8. Any quotation is only valid for thirty days from the date of issue.

2. The Consultancy Services

1. Consultancy Services to be provided for the Client will be set out in writing before the Contract is made and by proceeding the Client confirms they are sufficient for its purposes.
2. The Services are prepared and provided for the agreed purpose and the agreed Client only.
3. The Services will commence on the date Barkley receives written instructions to proceed and payment of any monies required at that stage, unless agreed otherwise.
4. Barkley may provide documents to the Clients in draft form, but the Client must not rely on any draft documents provided.
5. If at any time the Client is uncertain what they must do and what they must produce, they must ask Barkley for help and advice.

3. Website Services

1. The Services to be provided will be as set out on the Website subject to any minor improvements from time to time.
2. The Client must pay for the Services on the Website in full before the Services are provided.
3. When a Client places an order on the Website and pays the Charge, this is an offer to purchase the Services. Barkley will accept the order and make the Contract by supplying the Services. They reserve the right to not accept the order whereupon the Charge will be returned.
4. By using any of the free Services on our Website the Client is agreeing to be legally bound by these terms and conditions. This includes but is not limited to information sheets, articles, and videos.

4. The Client

1. Barkley will be entitled to assume that the person giving them instructions has the authority to do so.
2. If instructions are given on behalf of any business or organisation Barkley is entitled to assume the Contract has been approved by the appropriate officers of the business or organisation. Those giving instructions to proceed warrant they have the authority.
3. If instructions are given by more than one person or entity their liability will be joint and several and Barkley can disclose all information to all parties equally.
4. If any joint Client refuses or restricts authority to disclose during provision of the Services, or if a conflict of interest arises between joint clients Barkley can suspend or terminate the Services related to that matter to one or more of the joint clients without liability.
5. Barkley does not accept any duty of care or responsibility to any person other than the Client. Any third parties (including any group companies) who rely on the Services or any results of the Services shall do so entirely at their own risk. The Services are provided to the Client only and may not without our prior written consent be disclosed to any other party.

5. Obligations of Barkley

1. Barkley will provide the Services using reasonable care and skill. Beyond this Barkley excludes all warranties, conditions, representations, and other terms implied by law are excluded to the extent allowed by law.
2. Barkley will endeavour to comply with any timescale provided but these are subject to the Client or any third party not causing any delay beyond our control.
3. The Services on the Website are provided in accordance with standard legal principles. However, we cannot guarantee that they will appropriate for the Client’s business as each business is different with individual requirements.
4. Barkley reserves the right to make minor amendments to Services if they believe it will provide a better result.
5. Any amendments required to document templates on the Website will be charged at our current hourly rate.
6. We will use our best endeavours to provide accurate and up to date information, but the law is constantly changing, and we cannot guarantee that content on our Website is totally up to date.
7. We have no obligation to inform a particular Client of any updates to information provided.
8. None of the content on our Website including document templates is offering legal advice. Barkley do not obtain the information that is necessary to assess if the Services are appropriate for your business and it is for you to make this judgement.

6. Obligations of the Client

1. The Client will provide Barkley with full detailed and accurate information and facts regarding the Services. This will continue until the Services are completed and the Client will advise Barkley of any changes to that information.
2. The Client accepts that the Services will be provided based on the information provided by the Client to Barkley. Any issues that arise due to a failure by the Client to provide full, complete, accurate and up-to-date information will be the responsibility of the Client. Barkley will endeavour to cover every situation, but the Client must accept that the permutations of business life can never be totally covered.
3. The Client accepts that the Services offered at the Charge specified will be based on the information provided by the Client at the outset. If it is discovered that the Services needed in the circumstance are, in the opinion of Barkley, different to originally agreed because of a failure by the Client to give full and/or accurate instructions whether or not it was due to any fault on their part, or due to a change in external circumstances described by the Client then Barkley reserves the right to amend the Services and/or Charge to provide the Services to a standard they consider appropriate.
4. The Client accepts that Barkley will only provide the Services to their own professional standards. If the Client will not accept this, they will be asked to sign a form accepting that all risk is their own. Barkley can choose to terminate the Services without any liability and the Client must pay all costs incurred up to that point.
5. Barkley will explain the Services being offered to the Client. The Client must ask for clarification of any points they do not understand. When they are aware that Barkley has started providing the Services it will be assumed, they understand and consent to what Barkley is doing on their behalf, unless the Client informs them otherwise. If Barkley is not convinced that the Client does understand they can refuse to act further and be paid for the work already undertaken.
6. If Barkley requests any further details or information to complete the Services, then this must be supplied within a reasonable period. The Client will co-operate with Barkley in all matters relating to the provision of the Services. They will return telephone calls, answer emails, and approve any documentation that requires approval within a reasonable period and in any event within one month of when a request was communicated to the Client. Should the Client fail in any of the above Barkley will be entitled to terminate the agreement without any liability and require payment in full of the Charge.
7. The Client is aware that Barkley is not acting as solicitors or registered with the Solicitors Regulatory Authority. Barkley are unable to provide the services that require such registration. The Services are supplied as consultants and business advisers.
8. The Client accepts that all information and documents provided on the Website are for information only. Barkley will endeavour to provide guidance, but businesses require bespoke documents for full coverage.

7. Conflicts of Interest

1. If there is a conflict of interest between Barkley and a Client or between two independent Clients Barkley will seek to address this using suitable safeguards to protect all Clients’ interests.
2. If any such conflicts cannot be managed in a manner that protects a Client’s interest, they will be informed, and Barkley will no longer be able to provide Services to them.
3. Barkley reserves the right to deliver Services to other Clients whose interests might compete with those of the Client or be averse to them. Subject to confidentiality obligations Barkley will notify the Client if they become aware of any direct conflict of interest.

8. Electronic and Other Communication

1. Barkley will communicate with any Client, and anyone instructed to contact by email or other electronic means.
2. The recipient must take steps to virus check all emails and attachments.
3. Barkley will use virus scanning software to reduce the risk of viruses and other malware being transmitted through email or electronic storage devices.
4. Barkley cannot guarantee total security for electronic communication.
5. Barkley will not accept any liability for problems or accidental errors arising from electronic communications including on commercially sensitive materials.
6. The Client cannot assume that Barkley will encrypt all emails and attachments sent unless it has been agreed in writing.
7. If the Client cannot accept the risk involved in using electronic communications, they must inform Barkley who will communicate using post and hard copies except where electronic submissions are required.
8. Any communication through the UK first class post is deemed to arrive two Days after posting.
9. The Client is responsible for informing Barkley of their current address at all times to ensure that any papers are sent to the correct address and do not go astray.
10. Barkley will not be liable for any loss or damage arising from them acting on instructions that appear to have come from the Client unless it is obvious it would be negligent to do so.

9. The Charge

1. For consultancy Services the Client will be informed of the Charge payable or the method of calculating the same before the Contract is made. The Charge will be based on the skill required, the risk involved, urgency, importance, and the time spent on the Services.
2. If Barkley supplies a method of calculating the Charge and/or an estimate any figure is not binding on Barkley but intended to be an indication only.
3. If Barkley provides a fixed Charge this will be for specific Services. If due to unforeseen events this Charge is not adequate the Client will be informed and given the option of proceeding at an increased Charge or withdrawing from the Contract and paying for all Services supplied to date.
4. The Client authorises Barkley to incur any disbursements necessary to complete the Services such as search Charges and registration Charges.
5. If it is agreed to pay the Charge or the balance of the Charge by invoice upon completion of the Services, the Invoice is payable within seven days.
6. If it is agreed the Client will pay by monthly instalments, they will set up a payment system and make the payments on the date agreed each month.
7. If any payment is not paid by the due date, then interest at 8% over the Bank of England base rate per annum will be charged along with standard late payment charges.
8. Any disbursements incurred on the Client’s behalf and not collected in advance will be added to the appropriate next following invoice.
9. The Charge will cover the time and expertise of Barkley only plus any necessary disbursements. It will not cover any third party, legal, or other professional charges.
10. If any Charge or other expense payable through Barkley is not paid by the due date Barkley reserves the right to cease all services until the account is brought up to date without any liability to themselves.
11. If any Charge is repeatedly not paid by the due date Barkley reserves the right to request and receive payment in advance before proceeding with any further Services.
12. The Charge for any Services supplied through the Website must be paid before the Services will be supplied.

10. Cancellation/Postponement

1. Barkley reserves the right to postpone any Services if they are unable to provide the Services due to matters beyond their control. The Services will be rescheduled at a mutually convenient time.
2. No refunds of the Charge will be made.
3. To cancel or postpone any meeting agreed between the parties the Client must give at least 48 hours’ notice or the time will be charged as taken.

11. Confidentiality

1. Barkley and the Client will keep all personal and business information confidential. All information that passes is considered confidential unless already in the public domain,
2. The right to confidentiality will continue and not end when the Contract is terminated, or the Services are completed.
3. Barkley may employ third parties and Client information will be passed to them as far as needed to complete the Services. Such third parties will be required to comply with all confidentiality terms.
4. Barkley may be required to disclose confidential information for the purposes as set out in the Privacy Notice. Otherwise. Neither party will disclose any information without the consent of the other party.
5. The Client will not disclose to a third party any advice, opinions, or documents provided by Barkley without their written consent except as required by law, a court, or other government authority.

12. Intellectual Property

1. Barkley will retain the intellectual property including the copyright in all materials, procedures, processes, documents, presentations, or other materials (jointly called the Materials) drafted, produced, or supplied by them or used while providing the Services except where the law specifically states otherwise. The Materials must not be reproduced, copied, in any way electronically or otherwise, passed to a third party, or used in any way not authorised under the Contract for use in the business of the Client.
2. Barkley will grant the Client an indefinite licence to use the Materials for their current business and the purpose agreed at the outset. If the Client wishes to use the items for another business or another purpose, they must first obtain consent from Barkley to do so or they will be in breach of this term.
3. The Client must not allow any third party to use the items produced by Barkley at any time. This includes but is not limited to copy, reproduce, post, sell, market, modify, create derivative works, or distribute the Materials. If such third party does so the Client will be liable to pay damages to Barkley.

13. Liability

1. The liability of Barkley to the Client is limited to the return of any Charge paid for their Services.
2. Barkley will not be responsible for any losses, damages, or liabilities caused by the acts or omissions of the Client or any other person due to the provision of incomplete, misleading, or false information, or from the failure to act on advice provided by Barkley or a failure to provide Barkley with relevant information.
3. If Barkley refers the Client to another business this will be done in good faith. However, that business will be engaged by the Client directly. Barkley has no responsibility for the Services supplied by them to the Client. It is for the Client to satisfy themselves as to the service being offered by that other business.
4. Barkley is not responsible for any loss, damage, or expense incurred or sustained should information material to the Services being provided be withheld or concealed from them or misrepresented to Barkley.
5. The Client must ensure that any information, materials, or documents that they or a third party on their behalf provide to Barkley are complete, accurate and up to date to enable Barkley to properly provide the Services. The Client must inform Barkley of any other information of which they become aware that may be relevant to the Services.
6. The Client warrant that they have all necessary permissions, consents, and authorisation to supply information to Barkley and are not infringing on the rights of any third parties.
7. Barkley shall not be responsible for verifying any information that is supplied to them unless agreed otherwise in writing.
8. If Barkley instructs, liaises with, or coordinates advice from other professional advisers including accountants and solicitors they have no liability for the accuracy or competency of the advice given or work carried out or for payment of their charges or expenses.
9. Whilst Barkley may consider and express an opinion if asked by the Client on legal documents or commercial matters beyond the scope of the Services offered or provided. they accept no liability for this. The Client must consult an accountant or appropriately skilled lawyer before proceeding with legal documents or matters beyond the scope of Barkley. The Client must discuss the commercial viability of a project or transaction with other suitably qualified or experienced individuals before proceeding.
10. Nothing in these Terms shall exclude or limit liability for death or personal injury caused by the negligence of Barkley or fraud, fraudulent misrepresentation, or any liability that cannot be limited or excluded by law.
11. Barkley will not be liable for any indirect or consequential loss or damage or the loss of any profit, income, savings, opportunity, corruption of data, wasted management or staff time, or damage to goodwill arising in any circumstances.
12. The liability of Barkley is limited to the Services and nothing further.
13. The Client accepts that Barkley is providing the Services. The Client agrees that they will not bring any claim whatsoever against any directors, consultants, employees, and agents of Barkley in a personal capacity.
14. Barkley has no responsibility or liability for notifying the Client of any event or change in the law after the date on which the Services were provided unless agreed in writing.
15. Barkley will not notify the Client of changes to their bank details by email and the Client must not rely on any such email.

14. Force Majeure and Liability

1. Should Barkley be prevented, hindered, or delayed from performing their obligations under the Contract by circumstances outside of their control (including without limitation acts of God, flood, drought, earthquake, other natural disasters, epidemic or pandemic, a terrorist attack, war, civil commotion or riots, war, the threat of or preparation for war, armed conflict,  the imposition of sanctions, embargo or breaking off diplomatic relations, nuclear, chemical or biological contamination, any law or action by government or public authority, the collapse of buildings, fire explosion or accident, any labour dispute or strike, non-performance by suppliers or subcontractors, interruption or failure of utility service, any action or order from the government, travel restrictions) Barkley shall be relieved from performing their obligations and will not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations.
2. Barkley will not be liable for any claim for indirect, special, or consequential loss, damage, costs, expenses, or any loss of profits made by the Client or any third party.
3. The agreement between the parties is exclusive to the Client and no third party shall have any rights under that agreement.

15. Indemnity

1. The Client will indemnify Barkley and its agents against any claim, including negligence, arising from any unauthorised disclosure by the Client, anyone responsible to them, or any third party who acquired the disclosure through or because of their actions, of the advice or opinions of Barkley whether in writing or otherwise.
2. This indemnity will extend to the cost of defending any such claim including payment at usual rates for time spent defending it.
3. The advice and information provided by Barkley are for the sole use of the Client and not for use by any third party unless agreed in writing by Barkley.
4. No third-party has any right to enforce any contract and only a party to the Contract can enforce its terms.

16. Termination

1. The Contract will terminate upon completion of the Services. The clauses relating to confidentiality, intellectual property, indemnity and GDPR will remain in force.
2. Barkley can terminate the Contract immediately if it believes that the Client has acted in bad faith, committed a material breach of these Terms, is believed to be insolvent, failed to cooperate with them or they have reason to believe the Client has provided Barkley with incorrect, incomplete, or misleading information.
3. Barkley may terminate the Contract or suspend the Services if the Client fails to pay any invoice by the due date, fails to provide adequate instructions within a reasonable time frame, or otherwise acts in breach of these Terms.
4. Termination of the Contract will not affect any rights that had accrued before the termination.
5. If the Contract is terminated the Client will remain liable for any Charges, expenses, disbursements, and other charges incurred to the date of termination and any Charges necessary to transfer the matter to another adviser.
6. If Barkley is engaged for a one-off piece of work the engagement ceases as soon as the work is completed. The date of completion is the termination date.
7. Barkley will owe the Client no duties beyond any date of termination except as set out in these Terms.
8. If the Client terminates the Contract, they will remain liable for the full Charge and will not be entitle to any refund. Any steps to manipulate a refund will incur charges at the currently hourly rate for the time spend in dealing with this.

17. GDPR and Data Protection

1. Barkley will comply with UK GDPR and all other UK Data Protection legislation. They will provide a copy of their Privacy Notice on the Website.
2. Barkley will only process data to the extent required to enable it to provide the Services and to comply with its legal obligations.
3. Barkley may contact the Client in the future with details of similar services provided by them in the future as allowed by UK GDPR. The Client can ask for such contact to cease at any time.
4. The Client will comply with UK GDPR in respect of any data they receive through the Services from Barkley or otherwise.

18. Complaints

1. Barkley is committed to providing an efficient and effective service to all Clients. If a Client should feel the Service was unsatisfactory, they will take all reasonable steps to rectify the Every issue will be promptly and carefully considered, and Barkley will explain the position to the Client in detail.
2. However, should a Client wish to complain about any aspect of the Services provided by Barkley they should raise the issue immediately and put the details in writing within seven days.
3. Barkley will seek to have a meeting to discuss the issue with the Client and find an acceptable resolution to the problem.

19. Variation

No variation of the Contract shall be effective unless agreed in writing by Barkley and the Client.

20. Notices

Any notice or other communication given under or in connection with these Terms and Conditions shall be in writing and sent to the address given at the outset by that party or such other address specified for that purpose and will be delivered personally, sent by next working day tracked delivery, commercial courier or tracked email.

21. Third Parties

1. Barkley reserves the right to use third party service providers and other professionals for the provision of all or part of any Services.
2. Any third-party will be vetted and approved to ensure they adhere to our values and professional standards of Barkley.

22. Severance

If any part of these Terms and Conditions shall be deemed unlawful, void, or for any reason is unenforceable, then that provision shall be deemed to be severable from the Terms and Conditions and shall not affect the validity and enforceability of any of the remaining provisions.

23. Waiver

The waiver by Barkley of a breach, default, delay, or omission of any of these terms or otherwise of the Contract by the Client will not be construed as a waiver of any preceding or subsequent breach of the same or other provisions.

24. Third-Party Rights

Unless it expressly states otherwise, any Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

25. The Law

These Terms and Conditions and any dispute or claim arising from or in connection with them or the Contract shall be governed by the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to deal with any dispute or claim arising from these terms and conditions.

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