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Terms of business 

Version 1, Effective from May 2021 

These terms combine with each Statement of Work to establish the agreement between us for the provision of our services to you. Any terms contained in a Statement of Work will override these terms if there’s any conflict between them.  

We may need to change these terms at any time in response to legal or regulatory requirements or changes to our business or ways of working. If any changes affect existing Statements of Work, we’ll give you advance notice of them and if we don’t hear from you within 14 days of such notice, we ’ll assume that you’re happy with such changes. Otherwise, any changes to these terms will only be effective for new instructions on or after the date set out above. 

1. Who we are ​

 

a. Macaw Consulting is the name for the consultancy business carried on by Macaw Consulting Limited (we/us/our). 

b. We’re a limited company registered in England and Wales under company number 12666099. When we’re engaged to provide our services, the agreement is between us and the client named in our Statement of Work (you/your). The term ‘director’ refers to a director of Macaw Consulting. Our directors are listed at Companies House

 

c. We’re not authorised by the Financial Conduct Authority (FCA) or the Solicitors Regulation Authority (SRA). 

 

d. We’re registered as a ‘controller’ with the Information Commissioner’s Office under number ZB048191 in relation to the personal data we hold (our Privacy Policy explains more about this). 

 

e. Our VAT number is 378252765.  

 

2. What we do (and what we don’t) 

a. We provide general management, business, technology and compliance consultancy services including financial services compliance consultancy and consultancy services in respect of the development of a legal function and the adoption of legal technology. 

 

b. We also provide legal training covering blockchain, financial services regulatory compliance, technology, intellectual property, employment, corporate and data protection. 

 

c. We do not build any technology or undertake any regulated legal or financial services work. Where such services are required, these may be provided through one of our trusted partners. 

 

d. Although some of the work we do may have important tax and financial consequences, we’re unable to provide tax or financial advice. If such advice is needed, we can recommend someone who can help.  

3. How we work 

a. Fixed fee projects 

  • Fixed fees will be based on an agreed scope of work subject to certain assumptions and exclusions which will be set out in our Statement of Work (as may be amended during a project)  

  • When we agree a fixed fee, we’ll stick to it unless any assumptions are not met (for example because the scope of work has changed, or the project is taking longer than expected due to delays we’ve not caused) or if we’re required to do anything that was excluded  

  • If you ask us to stop working on a fixed fee project, we’ll only charge you for the work we’ve done up to that point at our standard hourly rate  

 

b. Hourly rate work 

  • In some circumstances, we’ll charge on an hourly rate basis at our standard rate as set out in our Statement of Work 

  • Work undertaken on an hourly rate basis is subject to a minimum instruction fee of £2000 plus VAT 

  • If you want us to cap the amount of time we spend on any work (which means that we won’t go over the capped amount without agreeing with you first), please let us know before we start the work  

c. Where you engage us on behalf of a third party 

If you are another service provider engaging us to carry out work for you on behalf of a client of yours (Your Client): 

  • you, and not Your Client, will be our client and, to the extent they are applicable, these terms of business will apply to your engagement of us 

  • you will be directly liable to us for all fees incurred for any services you instruct us to undertake for you, whether or not the ultimate recipient of those services is Your Client 

  • you will provide us with sufficient details in relation to Your Client to allow us to meet our regulatory and statutory obligations, and we will not be liable to you or Your Client where you fail to provide any required information, or provide any inaccurate or misleading information to us 

  • we will not be liable for any losses suffered by you or Your Client which are due to any action or inaction by you, including any failure by you to pass on any: (i) instructions or information from Your Client to us; or (ii) communication from us to Your Client, in each case promptly and in any event within any timescale required to allow any court or other statutory deadlines to be met 

  • except to the extent there is any legal or regulatory obligation on us to do so, you are responsible for carrying out all required checks and searches on Your Client and we will not be liable to you for any failure by you to undertake such checks 

  • you warrant that: (i) you have sufficient insurance in place to cover any liabilities which may be reasonably expected to arise either to Your Client or us through our engagement and (ii) you have authority to instruct us on behalf of your client.  

 

4. Fees, invoicing and payment 

a. Timing of invoices: Unless our Statement of Work says otherwise, we’ll invoice you for our services:  

  • following delivery of first drafts of any documents or completion of any transaction (as appropriate), in the case of fixed fee projects 

  • monthly in arrears or when we’ve recorded a significant amount of time, in the case of hourly rate work  

b. Timing of payment:  Unless our Statement of Work says otherwise, invoices are payable within 7 days from the invoice date.

c. How invoices will be sent: We’ll send our invoices by email to the email address provided by you. If this email address changes, you must let us know as soon as possible. If any invoice relates to a project that is confidential within your organisation, please let us know whether the invoice should be sent to someone else. 

d. References on invoices: If you need us to include a purchase order number or other reference on our invoices, you must tell us before we issue the invoice; otherwise the invoice will be valid and will need to be paid on time.  

e. Payment of invoices: Payment of our invoices must be made directly into our bank account as stated on the invoice. We’re happy to confirm these details over the phone with you.  

 

f. Questions about invoices: If you’ve got any questions about an invoice, you should raise them with us immediately.  

 

g. Payments on account: We may ask you to make a payment to us on account of our anticipated fees or expenses. Where any amount relates to the fees or expenses of another person, we’re under no obligation to commit ourselves to paying such fees or expenses until you’ve made such payment.  

h. Late payment: Unless you’ve disputed any amount of an invoice in good faith, we may stop work on all your projects where any invoice remains unpaid after 30 days from its due date. We may also invoice you for interest and additional sums permitted by law.  

 

i. Joint instructions: When two or more persons instruct us, each person will be jointly and separately liable to pay the full amount of our fees or expenses and any VAT.  

 

j. Reviewing our rates: We reserve the right to review our rates at least once every year and, where we’re currently providing our services to you, we’ll notify you of any increases before they apply.  

5. Travel and expenses 

a. Travel time: If you ask us to travel then we’ll charge for the time spent travelling – though we’d always look to make the most of that time by working on your projects. 

 

b. Travel expenses: If you ask us to travel, unless our Statement of Work says otherwise, you agree that we may invoice you for any travel expenses where the cost of an individual trip is less than £250. Mileage will be charged at a cost of 45p/mile. 

 

c. Other expenses: Unless our Statement of Work says otherwise, you agree that we may invoice you for any other expenses, for example, bank transfer fees or photocopying charges, where these don’t exceed £50 each or £250 in total.  

6. Our liability to you 

a. What we don’t accept liability for: We don’t accept any liability for:  

  • advice given by us based on information or materials provided by you or by any third party which, knowingly or not, was incomplete, incorrect or misleading 

  • advice given by any other professionals (such as accountants, tax advisers or foreign lawyers), including where we’ve recommended them or instructed them on your behalf 

  • reports given to us by third parties which are inaccurate or incomplete 

  • advice given by us in relation to documents that are governed by the laws of another country, where you’ve decided not to obtain local advice 

  • any loss arising from actions that you take or refrain from taking in relation to commercial, strategic or technological risks on which we have expressed an opinion 

  • any decisions made by you based on opinions given by us of a commercial, strategic or technological nature 

  • any changes to your situation or changes to the law or how it’s interpreted after we’ve given any advice, unless we should reasonably have known about such changes at the time 

  • any failure or delay in providing our services which is caused by us having to comply with legal or regulatory requirements 

  • any loss or damage incurred by any person other than you who relies upon, or acts or fails to act upon, any advice given by us to you 

  • any loss or damage outside our reasonable control 

  • any direct or indirect losses of anticipated savings, contracts, goodwill, opportunities, profits, revenues or any indirect or consequential loss or damage  

 

b. Limit of liability: Unless our Statement of Work proposes a lower limit, our total liability for any claim or series of claims arising from the same circumstances will be limited to the amount of the fees actually paid by you to us in respect of the Statement of Work to which any claim relates. 

c. Time period for claims: You can only make a claim against us if you’ve given us written notice of your claim, including all significant details of it, before or on the second anniversary of the date of our breach. 

7. Termination and cancellation 

a. Termination by you: You may terminate your agreement with us at any time in writing. 

 

b. Termination by us: We may terminate our agreement with you on reasonable notice where we’ve a good reason for doing so, for example, if you don’t pay our bills, you fail to make any payment on account of our fees or expenses or a conflict of interest arises. 

 

c. Payment on termination: Unless you’ve disputed any amount of an invoice in good faith, you must pay all outstanding invoices and for any fees or expenses incurred by us up to the time of termination. Where you’ve made any payment on account of our fees or expenses, we’ll repay such monies to you less such fees or expenses. 

8. Data protection 

a. How we handle personal data: You can find out more about what personal data we collect relating to various groups of individuals and how we handle it in our privacy policy. 

 

b. When we’re a controller: We’ll generally be a controller in relation to any personal data provided to us by or on your behalf and shall comply with our obligations under data protection law regarding such personal data. If you discover that any personal data provided to us is inaccurate or incomplete, or that you don’t have a lawful basis for providing it to us, you must let us know as soon as possible. 

c. When we’re a processor: Sometimes, we may provide services as a processor. In such circumstances, we’ll:  

  • only process personal data in line with your documented instructions 

  • promptly notify you if we’re required by any applicable law to process personal data otherwise than in line with your instructions (unless applicable law prohibits us from doing so) 

  • immediately notify you if, in our opinion, any instruction given by you infringes data protection law  

  • ensure that anyone with access to personal data is subject to binding confidentiality obligations 

  • considering the factors set out in data protection law, implement appropriate technical and organisational measures to ensure an appropriate level of security when processing personal data  

  • not engage any other processor without your prior written consent  

  • where you’ve consented to us engaging another processor, ensure that our contract with that processor contains terms substantially similar to, and not less onerous than, the terms set out in this paragraph and remain liable to you for the acts and omissions of such processors 

  • considering the nature of the processing, assist you by appropriate technical and organisational measures, as far as possible, for the fulfilment of your obligation to respond to requests by data subjects to exercise their rights under data protection law 

  • considering the nature of the processing and information available to us, assist you in ensuring compliance with your obligations under 

  • at your choice, delete or return all personal data to you after we’ve ceased providing our services relating to the processing, and delete any existing copies (unless applicable law or our regulatory requirements prohibit us from doing so) 

  • make available to you all information necessary to demonstrate compliance with our obligations as a processor and, subject to agreement on scope and timing, allow for and contribute to audits, including inspections, conducted by you or another auditor nominated by you 

  • notify you without undue delay if we become aware of a personal data breach  

 

d. Definitions: In this paragraph, the terms controller, processor, personal data, data subject, process (or any similar term) and personal data breach have the meanings set out in data protection law. For such purposes, data protection law means Regulation (EU) 2016/679 (the GDPR), the UK Data Protection Act 2018 and any other data protection laws applicable at any time in the UK, the EU or any EU member state. 

9. Other important terms 

a. Communication: We prefer to avoid using paper where we can and will generally communicate by email and phone or your other preferred channels. If you’d prefer us to encrypt all emails with you, please let us know, otherwise all emails will be unencrypted. We’ll do what we can to ensure that all communication with you is secure but can’t guarantee that they always will be secure. We recommend that you run anti-virus software when opening any attachments sent by us. 

 

b. Complaints: If there’s any issue with the service we’ve provided, please let us know and we’ll provide you with a copy of our complaints procedure. 

 

c. Conflicts of interest: If we become aware of any actual or potential conflict of interest between your interests and the interest of any other client of this consultancy, we may not be able to continue acting for you in a project. If this happens, we’ll discuss it with you to agree the best way forward. 

d. Confidentiality: We keep the affairs of current and former clients confidential, unless disclosure is required or permitted by law or you consent to such disclosure. We may be required to disclose confidential information to our insurers for underwriting purposes and the National Crime Agency, the police, or other law enforcement agencies, if we reasonably suspect the commission of a criminal offence or a risk of harm to you or anyone else. Where we’re concerned that we can’t accept your instructions without disclosing or using any confidential information of someone else, we may have to terminate our agreement with you.  

 

e. Copyright: We own the copyright and any other intellectual property rights in all documents we create for you. Provided you’ve paid all invoices relating to the creation of any documents, you’re free to copy, modify and use such documents for the specific purposes for which they were created. If you want to use any documents for any other purposes, you must ask us for permission to do so. 

 

f. Files and original documents: We store all emails and documents electronically and keep copies for a period of 7 years after completion of a project. After that time, we may delete them. We don’t hold onto original documents and either forward them to you, or delete them, at your request. 

g. Marketing: you to agree to us using your name and logo (including any registered trade mark) on our website and marketing materials. If you’d prefer that we didn’t use your name and logo, please let us know. 

h. Non-solicitation: In order to protect our legitimate business interests, you agree that you won’t, directly or indirectly, solicit, entice or induce (or endeavour to solicit, entice or induce), any person who was employed or engaged by us at any time in the previous six months in a legal role, without our prior written consent. If we don’t provide our consent and you subsequently employ or engage such person, you agree to pay us, by way of liquidated damages, an amount equal to 20% of that person’s gross annual remuneration (excluding benefits or bonuses). This will be without prejudice to our right to seek damages or claim injunctive relief.  

i. Severance: Each paragraph of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 

j. Transferring this agreement to someone else: We may transfer our rights and obligations under our agreement with you to another organisation. We’ll always tell you in writing if this happens and we’ll ensure that the transfer will not affect your rights under our agreement with you. 

k. Waiver: If we delay or fail to exercise any right, power or remedy that we may have by law or under the terms of our agreement with you, this doesn’t mean that we waive such right, power or remedy now or in the future. Similarly, if we only exercise any right, power or remedy once or partially, this doesn’t mean that we’re prevented from exercising such right, power or remedy in full now or in the future. 

l. Governing law and jurisdiction: The agreement between us will be governed by English law. If any dispute arises, such dispute will be subject to the exclusive jurisdiction of the English courts; however, we may pursue any claim for unpaid fees or expenses in any appropriate jurisdiction.