1. Sentient agrees to provide and the Client(s) agree(s) that every Client named on the Consultancy Service Agreement or Order Form will be liable jointly and severally for the purchase of the products and services set out in accordance with the terms and conditions of the Consultancy Service Agreement or Order Form which the parties agree is a Business Agreement within the provisions of ss 57-71 of The Solicitors Act 1974.
2. Any comment, commitment or representation by any employee agent or representative of Sentient regarding the content of the services provided are only part of the Consultancy Service Agreement or Order Form if they are confirmed in writing. The Consultancy Service Agreement or Order Form combined with these Terms and Conditions of Business and any written and agreed amendment represent the total Agreement between Sentient and the Client.
3. Where the Consultancy Service Agreement or Order Form relates to a contract period it shall run for the period stated on the Consultancy Service Agreement or Order Form.
4. The Client may not cancel the Consultancy Service Agreement or Order Form unless expressly agreed by Sentient. If the Client refuses to accept the services provided all charges under the Consultancy Service Agreement or Order Form remain payable by the Client.
5. The client may change or postpone any planned visit of a consultant without penalty providing at least five working days notice is given. If such notice is not given Sentient retain the right to charge up to 50% of the cost of the visit based on a daily rate of £525.00 + VAT. If postponement is made either on the working day prior to or on the day of the visit then Sentient reserve the right to charge for all travelling and attendance time incurred with a minimum fee of £525.00 + VAT.
6. Sentient reserve the right to take whatever time is necessary to carryout research to ensure that the services provided are compliant with the law. Any indication therefore of a delivery date is only an approximation and Sentient will not be liable for any reasonable delay irrespective of how caused nor will the Client be entitled to withhold any payment.
7. Technical, legal or specialist advice should only be taken from those persons approved by Sentient. Sentient will not be liable for advice taken from nonapproved persons. Non-approved persons include those employed by Sentient solely in a sales capacity
8. Sentient undertake to take all reasonable steps to ensure that any site visits required under the Consultancy Service Agreement or Order Form are carried out expeditiously and during the period of agreement. If, as a consequence of the failure of the client to provide dates and venues for the said visits, they remain outstanding at the end of the Agreement period then they are forfeit.
9. The matters raised in any report/letter/document reflect the specific issues observed on site at the time of the consultant’s visit and should not be construed as addressing any other matters not observed at that time. In any event Sentient do not accept liability for any Fees For Intervention that might arise from any relevant enforcement body.
10. When acting as Competent Person, Sentient will endeavour to discharge its responsibilities and advise the Client in a professional and thorough manner to the best of its abilities and knowledge and within the scope of Professional Codes of Conduct. This should not be construed as us acting in a line management position and will require the Client to ensure effective implementation. The appointment of Sentient as Competent Person does not absolve the Client from responsibilities for health and safety under the HASAW etc Act and other relevant statutory provisions. If such advice is not acted upon by a Client employer or if information is withheld which may affect the outcome of a health and safety issue, then Sentient will not be held responsible for any subsequent action taken.
11. If the Client repeatedly fails to heed the advice given by Sentient on Health & Safety matters Sentient reserves the right to cancel its appointment as the Client’s Competent Person without notice. Such cancellation will not breach this Agreement or result in any form of refund. 12. When providing “Priority support with emergency in incident/serious accident investigation under RIDDOR Regulations” the nature of the support provided will be decided solely by Sentient.
13. At each anniversary or on request from Sentient the Client agrees to provide accurate details of gross annual wage roll and employee numbers within 7 days of the request being made. If the information shows that the wage roll or employee numbers have increased by more than 10% when compared to their value and numbers at the commencement of the Consultancy Service Agreement, Sentient will have the right to increase the prices for the services. Such increase will be pro-rata to the relative increase in wage roll or employee numbers whichever is the greater.
14. If the Client requires consultancy support in addition to those specified in the Consultancy Service Agreement then the charge applicable will be at the rate of £140.00 + VAT per hour unless agreed separately by Sentient. Such additional work will be invoiced separately.
Payment of Invoices
15. The client agrees to pay all invoices by the due date and within the time scale set out in the Consultancy Service Agreement or Order Form. If no time scale is set out then the client agrees to pay within 30 days of the date of invoice. 16. If the Client fails to make any payment on the due date(s) then all outstanding amounts will fall due. Without prejudice to any other right or remedy available to Sentient, Sentient shall be entitled to: -
17. In circumstances where any application for grant funding towards the cost of the services contained in the Consultancy Service Agreement is rejected by the funding provider the Client shall be liable to pay the full amount to Sentient.
18. In certain circumstances (e.g., for work done by Sentient additional to the products and services set out) the Client may be entitled to have those charges either reviewed or assessed by the courts (ss 70-72 Solicitors Act 1974) or within one month of receiving this agreement or (if later) delivery of the invoice, require Sentient to obtain a remuneration certificate from the Law Society (Solicitors (Non-contentious Business) Remuneration Order 1994).
19. If Sentient fail to perform the terms of the Consultancy Service Agreement or Order Form and that failure is due solely to matters beyond the control of Sentient, such as but not limited to, act of God, force majeure, mechanical or technical difficulties, strikes then Sentient will have no liability to the Client.
Legal Expenses Insurance
20. We recommend products from a selected number of insurers but we are not contractually obliged to those insurers to conduct business in this way. A list of those insurers is available on request.
21. All indemnities referred to in the Consultancy Service Agreement or Order Form are subject to the Policy Wording and terms and conditions of the underwriter. If the underwriters withdraw cover for whatever reason then Sentient will have the right to cancel the Consultancy Service Agreement or Order Form with immediate effect without any remaining liability to the Client.
22. Where the Consultancy Service Agreement or Order Form includes Legal Expenses Indemnity and is for periods in excess of 1 year, the provision of Insurance cover is subject to annual acceptance by the underwriter to provide cover. Costs of the cover are set annually and are set by the underwriter on acceptance of an annual Statement of Fact Form. Should the underwriter decline to renew cover this Agreement remains in force for all other services as set out.
23. The Client acknowledges that it is aware that in the event that a suitable legal expenses insurance policy is put in place as part of the service contemplated by the Consultancy Service Agreement, Sentient will thereby become entitled to a commission from the insurers equivalent to up to 20% of the premium. The Client confirms its consent to Sentient retaining that commission in consideration of the placing of the insurance business
24. Although we are not authorised by the FCA we are, however, included on the register maintained by the FCA so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by The Solicitors Regulation Authority. The register can be accessed via the FCA website at fca.gov.uk.register. The Law Society is a designated professional body for the purposes of the Financial Services and Markets Act 2000 but responsibility for regulation and complaints handling has been separated from the Law Society’s representative functions. The Solicitors Regulation Authority is the independent regulatory body of the Law Society and the Legal Complaints Service is the independent complaints handling body of the Law Society.
25. In line with the Data Protection Act 2018 and the provisions of Regulation (EU) 2016/679 (the General Data Protection Regulation “GDPR”), Eatons solicitors t/a Sentient are data controllers of your personal data. Eatons solicitors t/a Sentient are registered in the Information Commissioner’s Office (ICO) Register under number Z9358933.
26. Eatons solicitors t/a Sentient will be the “controller” and the “processor” of the data taken from the Client. We have appointed a Data Protection Officer, who is the point of contact for enquiries relating to how your personal data is processed. The Data Protection Officer is: Mr Graeme Brown, who can be contacted at firstname.lastname@example.org
27. In the performance of the contract between the Client and Sentient Personal Data and/or Special Categories of data (as defined in the Data Protection Act 2018) will be collected but will only be processed for the purposes for which the Client provided it. It will also be used to administer, support and obtain feedback on the level of services, and to help prevent breaches of security, the law or contract terms.
28. Sentient take all reasonable steps to ensure that all Personal Data collected is processed lawfully and securely and only by its staff in the United Kingdom.
29. Other than with an entity within the group:
30. Sentient have security measures in place designed to prevent data loss, to preserve data integrity, and to regulate access to the data. Only authorised employees, and authorised employees of our Third-Party service providers’ processing data on our behalf, have access to Client personal data. All employees who have access to a Client’s personal data are required to adhere to the Company’s Privacy Notice and confidentiality obligations and all third-party service providers are requested by the Company to ensure that any of their employees who have access to your personal data maintain confidentiality. In addition, contracts are in place with such third-party service providers acting as data processors for the Company that have access to your personal data, to ensure that the level of security required in your jurisdiction is in place, and that your personal data is processed only as instructed by the Company.
31. In the event of a data breach, or suspected data breach, the Client should contact the Data Protection Officer immediately.
32. Sentient will retain your information only for as long as is necessary. Sentient will retain and use your information to the extent necessary to comply with our legal obligations (for example, if we are required to retain your information to comply with applicable tax/revenue laws), resolve disputes, and enforce agreements.
33. The Person who is the subject of the Personal Data has certain rights: these can be found at sentientuk.co.uk/privacy-policy
34. In the event of any client experiencing any problem with the service provided by Sentient then contact should be made with Graeme Brown, the principal responsible for overall supervision. We will try to resolve any problem quickly and operate an internal complaints handling system to help us to resolve the problem between ourselves. If for any reason we are unable to resolve the problem between us, then the Solicitors Regulation Authority and the Legal Complaints Service provide complaints and redress mechanisms.