Terms of Business

1. Preamble

1.1 These terms of business shall apply to any and all legal consultancy services provided by Lexo Consulting Ltd.

1.2 References in these terms of business to “Lexo Consulting”, “we” or “us” are references to Lexo Consulting Ltd.

1.3 These terms of business set out our terms of engagement and provision of legal consultancy services. They should be read in conjunction with all communications containing details as to our engagement, the scope of our activities and our fees.

1.4 The terms set out herein and in any correspondence concerning our engagement will apply unless varied in writing.

2.  Responsibility

2.1  Annett Herzog, director of Lexo Consulting, shall have overall supervision of and responsibility for your matter.

2.2 Depending on the legal expertise required and the scope of work, other, independent consultants and/or lawyers may be introduced to work on a specific matter. These are independent contractors and no employees of Lexo Consulting. We shall always let you know if we introduce a third party.

2.3 We shall provide legal consultancy services with reasonable skill and care. However, the nature of legal consultancy work is such that it is not possible to guarantee a particular outcome.

2.4  We provide legal consultancy services only regarding English and German employment law, and English and German general commercial contract matters. We can arrange assistance on other areas of law from other legal consultants and/or lawyers as required.

2.5 We do not carry out any reserved activities as defined in Sections 12 - 15 and Schedules 2 and 3 of the Legal Services Act 2007 (the exercise of a right of audience, the conduct of litigation, reserved instrument activities, probate activities, notarial activities, the administration of oaths), which would require the practice of a solicitor of England and Wales and be regulated by the Solicitors Regulation Authority. We also do not provide advice on immigration matters.

2.6 The consultancy service we provide is confidential and for your exclusive use. We do not accept any responsibility to any third party for the consultancy service we provide to you. No third party rights are created by these terms of business or our engagement correspondence.

2.7 Unless otherwise agreed, the consultancy services we provide and the documents we prepare are for use only in connection with the specific matter for which we are engaged and comply with the law as in effect at the relevant time.

2.8  We rely on you for the accuracy of the information and documentation that you provide to us. We shall not be liable for errors or losses which arise as a result of false, misleading or incomplete information or documentation or which result from any act or omission by you or any third party.

2.9  We recommend that you review completed matters from time to time; for example, agreements may require further action or there may be changes in relevant law. Standard agreements (such as terms of business and particulars of employment) should be reviewed frequently. We shall not be responsible for advising you of any important dates which may arise after completion of a matter (such as the date by when a notice under an agreement should be given or upon which rights may expire or may need to be renewed).

2.10 We shall not be in breach of contract nor liable for delay in performing, or failure to perform, any of our obligations if such delay or failure results from events or circumstances beyond our reasonable control. In such circumstances the time for performance of our obligations shall be extended by a reasonable period.

3. Communications

3.1 You shall provide us with all information and documentation that is relevant to the matter.

3.2 Usually, most of our communications will take place via e-mail. Please be aware that Internet e-mail is not secure as messages can be intercepted and read by someone else. You accept that the electronic transmission of information cannot be guaranteed to be secure or free from error and it remains your responsibility to carry out virus checks of any attachments before launching any document.

4. Fees

4.1 Our fees will be based on the number of hours spent, including the drafting, amendment or review of documents, research and consideration of the matter, communications with clients or other relevant parties, meetings and time spent travelling.

4.2 Where we communicate a fee estimate or a fixed fee, this is an indication, made in good faith and on the basis of the information we have at the time the estimate is given, of our likely fee for carrying out the work concerned. An estimate is subject to revision and is not a commitment by us to carry out the work for that fee. We shall notify you if it becomes apparent that our fee will exceed any estimate given to you.

4.3 We charge separately for disbursements and expenses.

4.4 Where applicable, Value Added Tax (VAT) may be charged at the current rate on all fees and also on disbursements and expenses that are subject to VAT.

5. Invoicing

5.1 We reserve the right to deliver invoices at regular intervals for work carried out during the conduct of a matter.

5.2 All invoices, whether interim or final, should be settled within 14 days. In the event of a payment not being received within the 14-day period, we reserve the right to suspend and/or to decline further work for you. If the unpaid invoice is an interim invoice the full amount of work done up to that date will be charged to you.

5.3 All invoices shall be paid in Great British Pounds or Euros as set out in the relevant invoice.

5.4 All invoices, whether interim or final, shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.5 Lexo Consulting reserves the right to charge interest at the rate of 8% over the base rate of the Bank of England from time to time on any unpaid invoice (including disbursements and VAT) from the date of the delivery of the invoice on a daily basis until actual payment of the overdue amount.

6. Liability

6.1 Your relationship is solely with Lexo Consulting. You agree with us (for our own benefit and for the benefit of any person who is or was a director, consultant, agent or employee of Lexo Consulting (each a "Connected Person”)) that Lexo Consulting alone shall be liable to you and that no Connected Person will be personally liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise. In particular, the fact that any Connected Person signs in his or her own name any letter, e-mail or other document does not mean he or she is assuming any personal legal liability.

6.2 Our maximum aggregate liability for claims, demands, damages, costs (including legal costs) and expenses resulting from any tortious act or omission, breach of statutory duty, or any other obligation arising from services provided, advice given and/or documentation prepared under or in connection with the terms and conditions set out herein is strictly limited to the greater of £5,000 or the amount of any fees received by us in respect of the services provided by us to you which are the subject of the potential claim.We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses, or any damages, costs or losses attributable to lost profits, data, goodwill or opportunities.

6.3 Our liability is not excluded or limited for any loss which cannot be excluded or limited by applicable law, including the liability for, fraud or fraudulent misrepresentation and death or personal injury caused by negligence.

6.4 Our professional indemnity insurance with Omnyy LLP on behalf of Antares Syndicate 1274 at Lloyds provides a cover of £1,000,000 per year worldwide, excluding North America. The insurer can be contacted at Mapledown Underwriting LLP, The St Botolph Building, 138 Houndsditch, London EC3A 7AG.

7. Confidentiality

7.1 We treat your affairs as confidential. We shall not disclose to any person any confidential information relating to you, or any matter handled by us on your behalf, except in the proper conduct of that matter, or where we are required to do so by law or by the rules of any applicable professional body or regulatory authority. If we are working with other professional advisers in relation to any matter handled by us on your behalf, unless you instruct us otherwise, we shall assume that we may disclose confidential information to them. You also agree that we may disclose confidential information to any person providing us with support services to the extent reasonably necessary to perform those services.

7.2 Where we are instructed by a new client we may be required by money laundering regulations to request evidence of identity for you. In some cases, we may be required to disclose information to governmental or other regulatory authorities. In particular, under UK anti-money laundering legislation we may be obliged to notify the Serious Organised Crime Agency if we know of or suspect or have reasonable grounds for suspecting that you, or another person, is using the proceeds of crime. In those circumstances we may be precluded from seeking your consent or informing you that we have made a notification or disclosure. Where the law permits us to do so, we will tell you about any potential money-laundering problem and explain what action we may need to take.

8. Data Protection

8.1 We comply with data protection legislation and require clients to do likewise. You agree to do so.

8.2 We use the information you provide primarily for the provision of legal consultancy services to you and for related purposes including updating and enhancing client records, invoicing, and legal compliance. Our use of that information is subject to your instructions, the Data Protection Act 1998 and our duty of confidentiality. Please note that our work for you may require us to give information to third parties such as other professional advisers. You have a right of access under data protection legislation to the personal data that we hold about you.

8.3 We may from time to time send you information that we think might be of interest to you. If you do not wish to receive that information please notify us in writing.

9. Termination

9.1 You may terminate your instructions to us in writing at any time by giving reasonable notice in writing.

9.2 We are entitled to keep all your papers and documents while money is owing to us for fees and disbursements.

9.3 We may, on written notice, stop providing our services to you but only with good reason and wherever possible on giving you reasonable notice.

9.4  If you give such written notice, you will pay our charges on an hourly basis on all time spent by us up to termination and all disbursements incurred, in each case where these have not been billed.

10. Law and jurisdiction

10.1 If any provision (or part of any provision) of these terms of business is found by a court or other competent authority to be void or unenforceable then that provision (or part thereof) shall be deemed to be deleted and the remaining provisions of these terms of business shall continue to apply.

10.2 The laws of England and Wales shall apply to these terms of business and to our engagement. Any dispute shall be subject to the exclusive jurisdiction of the English courts.