Terms & Conditions

Terms and Conditions
Barkley Limited
November 2020

These are the Terms and Conditions of Barkley Limited (Registered Number 11065020) of 9-10 Cross Street Preston Lancashire PR1 3LT.

General

  • These Terms and Conditions shall apply to the provision of consultancy services by Barkley Limited (Barkley) as agreed in writing between the Client and Barkley.
  • The ‘Client’ is the person, business, or organisation who has entered a Contract with Barkley for the provision of consultancy services(the Services). The organisation includes but is not limited to a sole trader, partnership, charitable incorporated organisation, and all forms of company. It is assumed all Clients contact Barkley in the capacity of a business unless Barkley is informed otherwise in writing.
  • The ‘Contract’ with the Client will be the Services as agreed in writing and these Terms and Conditions. If there is any conflict between the two the Services as agreed in writing shall take precedence.
  • ‘Day’ excludes Saturday, Sunday, and UK Bank Holidays
  • 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.

The Consultancy Services

  • The 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.
  • The Services are prepared and provided for the agreed purpose and the agreed Client only.
  • The Services will commence on the date Barkley receives written instructions to proceed unless agreed otherwise. 
  • When Barkley gives advice, they will only assist with the implementation of that advice if specifically instructed and agreed in writing.
  • Barkley may provide documents to the Clients in draft form, but the Client must not rely on any draft documents provided.
  • 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.

The Client

  • Barkley will be entitled to assume that the person giving them instructions has the authority to do so and they can rely on such information.
  • If instructions are given on behalf of any organization ( e.g. a limited company, limited liability partnership, charitable incorporated organization, or partnership but not limited to these) Barkley is entitled to assume the Contract has been approved by the appropriate officers of the organization. Those giving instructions to proceed warrant they have the authority by so accepting.
  • If instructions are given by more than one person or entity their liability will be joint and several.
  • By jointly giving Barkley instructions Clients accept that it is a condition that Barkley can disclose all information to both Clients and be open with their advice and instructions. Each Client irrevocably authorizes Barkley to disclose information to the other joint Client which would otherwise breach confidentiality.
  • 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.
  • 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.

Obligations of the Client

  • 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.
  • 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.
  • The Client accepts that the Services offered at the Fee specified in the Contract 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 Fee to provide the Services to a standard they consider appropriate.
  • 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.
  • 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.
  • 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 Fee.
  • The Client is aware that Barkley is not acting as solicitors with a current practicing certificate.

Conflicts of Interest

  • 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.
  • 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.
  • Barkley reserves the right to deliver Services to other Clients whose interests might compete with those of the Client or be adverse, to them. Subject to confidentiality obligations Barkley will notify the Client if they become aware of any direct conflict of interest. 

Electronic and Other Communication

  • Barkley will communicate with any Client and anyone instructed to contact by email or other electronic means.
  • The recipient must take steps to virus check all emails and attachments.
  • Barkley will use virus scanning software to reduce the risk of viruses and other malware being transmitted through email or electronic storage devices.
  • Barkley cannot guarantee total security for electronic communication.
  • Barkley will not accept any liability for problems or accidental errors arising from electronic communications including on commercially sensitive materials.
  • The Client cannot assume that Barkley will encrypt all emails and attachments sent unless it has been agreed in writing.
  • 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.
  • Any communication through the UK first class post is deemed to arrive two Days after posting.
  • 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.
  • 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.

Fees

  • The Client will be informed of the Fee payable or the method of calculating the same before the Contract is made. The Fee will be based on the skill required, the risk involved, urgency, importance, and the time spent on the Services.
  • If Barkley supplies a method of calculating the Fee and/or an estimate any figure is not binding on Barkley but intended to be an indication only.
  • If Barkley provides a Fixed Fee this will be for specific Services. If due to unforeseen events this Fee is not adequate the Client will be informed and given the option of proceeding at an increased Fee or withdrawing from the Contract and paying for all services supplied to date.
  • The Client authorizes Barkley to incur any disbursements necessary to complete the Services such as search fees and registration fees. Barkley will endeavour to inform the Client before incurring these costs and will normally request they are paid to Barkley to cover these expenses or ask the Client to pay them directly.
  • If it is agreed to pay the Fee by Invoice upon completion of the Services, the Invoice is payable within 7 days.
  • 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.
  • 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 and standard Late Payment Fees.
  • Any disbursements incurred on the Client’s behalf and not collected in advance will be added to the appropriate next following invoice.
  • Barkley reserves the right to charge the Client for travelling expenses, photocopying, and large postage services.
  • The Fee will cover the time and expertise of Barkley only plus any necessary disbursements. It will not cover any Third Party, legal, or other professional Fees. 
  • If any Fee 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.
  • If any Fees are repeatedly not paid by the due date Barkley reserves the right to request and receive payment in advance before proceeding with any further Services.

Confidentiality

  • 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,
  • The right to confidentiality will continue and not end when the Contract is terminated, or the Services are completed.
  • 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.
  • 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.
  • 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.

Intellectual Property

  • Barkley will retain the copyright in all documents or presentations drafted, produced, or supplied by them and processes used while providing the Services except where the law specifically states otherwise. 
  • Barkley will grant the Client an indefinite Licence to use these items 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 copyright.
  • The Client must not allow any Third Party to use the items produced by Barkley at any time. If such Third Party will do so they will be liable to pay damages to Barkley and the Client will be jointly liable if they have not prevented this occurring.

  Internal Disputes Within a Client

  • Should Barkley become aware of a dispute between the parties who own a Client or are in some way involved in the ownership or management of the Client Barkley would not become involved. Without the express consent of the other party, Barkley would not provide information to one party and not the other and would not provide Services to one party and not the other.  
  • Barkley would always continue to supply all information to all parties.
  • If Barkley receives conflicting instructions or information from different people within a business of the same level Barkley will not act on any of this but refer it back to the Client to decide upon one course of action and communicate that to Barkley.

Liability

  • Barkley will provide their Services with reasonable care and skill. 
  • The liability of Barkley to the Client is limited to the return of any Fee paid for their Services. 
  • 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.
  • 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.
  • 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.
  • 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. 
  • 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. 
  • The Client cannot assume that information provided to Barkley during other matters will be considered to provide the Services. 
  • Barkley shall not be responsible for verifying any information that is supplied to them unless agreed otherwise in writing.
  • 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 fees or expenses.
  • 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.
  • 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.
  • 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.
  • The liability of Barkley is limited to the Services and nothing further.
  • 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.
  • 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.
  • Barkley will not notify the Client of changes to their bank details by email and the Client must not rely on any such email.

Force Majeure

  • 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) they 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.

Indemnity

  • The Client will indemnify Barkley and its agents against any claim, including negligence, arising from any unauthorized disclosure by the Client, anyone responsible to them, or any Third Party who acquired the disclosure through or as a result of their actions, of the advice or opinions of Barkley whether in writing or otherwise.
  • This indemnity will extend to the cost of defending any such claim including payment at usual rates for time spent defending it.
  • 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.
  • No Third-Party has any right to enforce any contract and only a party to the Contract can enforce its terms.

Termination

  • 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.
  • 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.
  • Termination of the Contract will not affect any rights that had accrued before the termination.
  • If the Contract is terminated the Client will remain liable for any fees, expenses, disbursements, and other charges incurred to the date of termination and any fees necessary to transfer the matter to another adviser.
  • If the Contract is terminated Barkley will endeavour to agree with the Client, the arrangements for the completion of the work in progress at that time unless required to cease immediately for legal reasons. 
  • 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 and Barkley owes the Client no duties beyond that date.
  • Barkley will owe the Client no duties beyond any date of termination except as set out in these Terms.
  • The Client cannot terminate the Contract except with written consent from Barkley.

Reliance on Advice

  • Barkley will endeavour to record all advice on important matters in writing.
  • The advice given orally is not intended to be relied upon unless confirmed in writing. If the Client wishes to rely on advice given at a meeting or on the telephone, they must ask Barkley to confirm it in writing.
  • Any advice given is only valid on the date it is given.

GDPR and Data Protection

  • All Personal Data held by Barkley will be held following their current Privacy Notice and following current UK Data Protection legislation.

Complaints

  • 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 situation. Every issue will be promptly and carefully considered, and Barkley will explain the position to the Client in detail. 
  • However, should a Client wish to complain about any aspect of the Services provided by Barkley they should put the details in writing.
  • Barkley will seek to have a meeting to discuss the issue with the Client and find an acceptable resolution to the problem.

Variation

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

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 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.

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.

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. 

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.

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.