SECTION 1 - Introduction

Compliance On Demand Limited is a Private Limited Company registered in England and Wales incorporated on 11 June 2018 under Company Number 11407033. Our registered office is at 11 – 15 William Road, London, NW1 3ER.

Compliance on Demand is the trading name of Compliance On Demand Limited. References to “Compliance On Demand”, “we”, “our” or “us” are to Compliance On Demand Limited and to “you” means the person, persons or organisation identified in our Engagement Letter to whom we are providing the services and "your" shall be construed accordingly.

If we merge with or transfer our business to another entity, all benefits, rights and liabilities arising from or under these terms of business will automatically transfer to the new entity.

Our approach to working with clients

Compliance On Demand is a consultancy providing regulatory and ancillary, but not legal advice, to a wide range of clients primarily in the real estate sector and also in other industry sectors in which we and our related entities operate. We pride ourselves on our approach to client service and strive at all times to perform to the highest standards. This document sets out the formalities of working with us and should be read in conjunction with our Engagement Letter. If there is any conflict between our Engagement Letter and this document, then our Engagement Letter will take priority. These terms will apply to everything we do for you now and in the future. If this changes, we will inform you in writing. These terms are subject to English Law and the Courts in England & Wales shall have exclusive jurisdiction over any dispute relating to them.

When you first instruct us

To advise you properly and fully, please tell us about everything relevant to your instruction. We want to understand as fully as possible what you are trying to achieve and the exact nature of the advice you require. We will let you know immediately if we are unable to take on the work. This may be because there is a conflict with an existing client, but we will ask you for information to ensure this is not the case as soon as possible

Who will do the work?

Philip Olmer will be your point of contact.

Confidentiality

Information received as a result of your instruction will be treated in the strictest of confidence. However, we will be entitled to disclose confidential information to our insurers (for the purposes of our professional indemnity insurance and in the context of notifications under our policy), our auditors, and any other third party to the extent required by law or regulation, or where we consider it appropriate to ensure the successful implementation of your instructions. This term will continue in force beyond the termination or expiry of this agreement. It may be that we consider it in your best interests to seek advice from other service providers which operate in the same business areas as our related entities. In these circumstances, we may recommend that you seek additional advice from such entities and upon express written agreement, we may share Personal Data (see below) and other information in order for you to be fully advised. There is no obligation for you to so instruct our related entities and if you decline so to do, then all personal data (as defined in the section headed “Data Protection” below) and other information and matters will be treated in the strictest of confidence.

Communication and reporting

Unless you tell us otherwise, we will assume that you are happy for us to communicate by email, even though we cannot guarantee that it is completely secure or confidential. We do not routinely encrypt emails and we do not record or monitor telephone calls.

We do not accept responsibility or liability for any loss or damage which may arise through your use of a cloud storage solution. We have no control over websites operated by third parties and therefore we cannot be responsible for the privacy, protection or access to any information you have provided to the cloud solution. You should exercise caution and ensure any information provided is protected and read the Privacy Notice on our website.

Meeting deadlines

Before we start work, we will clarify any deadlines and, where appropriate, agree a timetable with you. We will do our best to meet this timetable as efficiently as possible. We would like you to be aware that sometimes this is not within our control and will depend on the degree of co-operation we get from you, other parties involved on the job or their advisers. If there is an issue, we will inform you immediately and agree the best course of action.

Scope of instructions

We will agree the scope of our instructions with you, but for the avoidance of doubt we will not provide legal advice. We shall not be responsible for any failure to advise on matters outside the scope of our engagement. Our advice will be based on the regulatory landscape applicable in the United Kingdom.

Liability

Our liability for any loss or damage caused by our negligence in the course of providing our services to you will be limited to the amount agreed with you and specified in our Engagement Letter. If no amount is specified, the maximum amount of our liability for any claim will be £1 million. Any claim will include those arising from one act, error or omission, one series of related acts, errors or omissions, the same act, error or omission in a series of related matters or transactions, similar acts, errors or omissions in a series of related matters or transactions and all claims arising from one matter or transaction. Any liability will also be limited to a just and equitable proportion of the total loss having regard to the extent of your own responsibility and that of any other party regardless of ability to pay. In no event will we be liable for any indirect or consequential loss, or for any loss of profits or opportunities.

Where other advisers are involved in any particular matter and an agreement to limit liability has been reached with one or more of them, our liability will be limited to an amount which would have applied had the other not so limited their liability. For the avoidance of doubt, we shall have no liability for any loss or damage caused by the negligence in relation to advice provided by a related entity under a separate letter of engagement.

Nothing in these terms shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or reckless disregard of professional obligations.

Advice given by us to you in the course of our instruction is provided to you and you alone and only in relation to the particular circumstances of your instructions. We do not accept any liability for the use of such advice by any other person or organisation without our express prior written consent.

We accept that when advising you we must take reasonable care; however, we are dependent on you providing us with accurate instructions and complete documentation in good time. In the event that you fail to do this, we will not be held responsible for losses caused as a result.

Our advice may involve us in expressing an opinion as to accepting a commercial or regulatory risk. Where this is the case you accept that this is an expression of opinion and not a statement of fact. Any subsequent decision made by you must remain your responsibility.

You acknowledge that you are instructing Compliance On Demand and Compliance On Demand alone will provide services to you. Accordingly, Compliance On Demand shall be solely liable to you for any wrongful and/or negligent acts or omissions of any director, officer, employee or consultant of Compliance On Demand or any Compliance On Demand entity ("Compliance On Demand Individuals") in the course of their acting as agents for Compliance On Demand, subject always to any and all exclusions and limitations expressly detailed in these terms of business. No Compliance On Demand Individual assumes any personal responsibility to you and, accordingly, no Compliance On Demand Individual shall owe you a personal duty of care. Nor will any Compliance On Demand entity be under any liability to you whatsoever. You agree that you will not bring any claim whether in contract, tort, under statute or otherwise against any Compliance On Demand entity and/or any Compliance On Demand Individual, your sole right of action being against Compliance On Demand.

Where in these terms of business a cap on or exclusion of liability is drafted for the benefit of Compliance On Demand Individuals and/or Compliance On Demand entities, you agree that such Compliance On Demand Individuals and Compliance On Demand entities shall be entitled to rely on and enforce such clauses as if they were a party to this contract, pursuant to the Contracts (Rights of Third Parties) Act 1999.

You agree to indemnify us against any claims, liability or expense which we incur or are legally obliged to pay as a result of acting for you, except to the extent that such liability or expense is caused by our negligence, fraud or reckless disregard of our professional obligations.

Satisfaction

We hope that our relationship with you will be smooth and trouble free but we recognise that sometimes, misunderstandings and problems do occur. If you have any concerns about either our service or our bills please raise them with Philip Olmer as soon as possible.

Termination of service

You may terminate your instructions to us in writing at any time. If we decide to cease acting for you, we will inform you in writing and provide an explanation for our decision. Unless specifically agreed otherwise, following termination, we will send you a final invoice.

SECTION 2 - Financial matters

How we calculate our charges

We will discuss our approach to charges and billing with you at an early stage to ensure we are confident that you understand how legal fees are calculated and charged. In many cases, we are happy to agree a fixed fee.

Where a fixed fee has not been agreed, we will try to give you an estimate of how much the work is likely to cost, based on our understanding of the facts known at that time. Where this is difficult to do because of the nature of the work, we will try to give you an indication of how much to budget for, based on our experience of similar jobs. We will let you know as soon as we can, if this changes. We are also happy to advise when fees reach a certain level or, if you prefer, you can set a limit on the level of charges which may be incurred without further reference to you. Any estimate for work to be carried out is not intended to be fixed unless we expressly say so. We will ensure that the difference between an estimate and a fixed fee is made clear to you.

Unless we agree otherwise, our fees are usually calculated on the basis of time spent on the matter at the hourly rate specified by us in the Engagement Letter. Time will include: all time spent on your job including meetings with you and perhaps others, any time spent travelling, considering and preparing documents, preparation of any detailed costs calculations, correspondence and making and receiving telephone calls. Time will be charged in minimum units of 1/10th of an hour based on the hourly rate(s) which have been agreed with you. Sometimes other factors in addition to the time spent have to be considered. This may be taking account of the complexity of the job, the specialised knowledge and the degree of responsibility involved, the importance to you and your business, the speed with which it was dealt with and the results achieved. We will discuss this with you if this applies.

Value Added Tax will, where applicable, be added to our fees at the prevailing rate. Our VAT registration number is GB 298 0665 57.

Expenses

We will charge you for any disbursements and expenses which we incur in carrying out your instructions. We will always try to seek your approval before incurring any significant amounts. We also reserve the right to charge you at our standard rate for photocopying and other office expenses incurred specifically on your behalf. We are happy to provide information on our current rates on request. Expenses will be invoiced at cost (together with VAT where applicable) and are payable on receipt.

Billing and payment

We reserve the right to request payment on account of our fees or expenses both when we start to work for you and on other occasions during the time that we act for you. Where a payment on account is requested, payment of the requested amount is a condition of our working for you. Unless otherwise agreed, we will bill monthly in £ sterling. Payment is due immediately upon delivery of an invoice. If the invoice remains outstanding for more than 28 days we reserve the right to charge interest at the rate payable on judgment debts (currently 8% per annum) from the date of issue until payment.

If a bill remains unpaid after 28 days or you fail to make a payment on account within 14 days of our request to do so, we reserve the right to suspend the provision of our services to you until payment has been received and/or terminate our contract with you.

You remain liable for payment of our fees and expenses whatever the outcome.

We are required by law to issue all of our VAT invoices to the client for whom we have carried out the work. If a third party has agreed to pay our fees, they will not usually be able to recover the VAT element. If you are based outside of the UK but within the EU and provide us with your VAT number, we will be able to include it on your invoices and submit your bills to you free of VAT.

When we receive instructions from, or on behalf of, more than one person or company to deal with any particular matter, each person or company for whom we are acting will be separately responsible for payment of the full amount of our fees and expenses regardless to whom the bill is addressed.

When accepting instructions to act on behalf of a limited company, we may require a director and /or controlling shareholder to sign a form of personal guarantee in respect of the charges and expenses of the firm. If such a request is refused, we will be entitled to stop acting and to send you an invoice for the work carried out by us to date.

Receipt of funds in respect of our fees and disbursements

Having regard to the laws relating to Anti-Money Laundering and Terrorist Financing, it is our policy not to accept cash. This policy also applies to cash paid direct into our bank account. Where such an event takes place, we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds.

If we receive money from you which needs to be returned, we reserve the right to return the monies to the same account from which it came.

SECTION 3 - General Terms of Business

Equality and diversity

We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees and are happy to explain our policy to you.

Storage of documents and papers relating to you

We aim not to have paper files. Incoming post is scanned on to our system and the file is stored on our computer system in electronic format. Electronic matter related information will normally be retained for a minimum of seven years (although we reserve the right to change our storage arrangements at any time). Where you request a copy of an electronically held file, we will usually charge for printing and any time spent reviewing the papers to find out which documents belong to you and any third party. Any papers belonging to you which remain in our possession at the end of your matter will be returned to you.

Data protection

We will always treat your personal data with respect. For more information about how we use your personal data, please see our legal and regulatory notice and particularly our Privacy Notice. The Privacy Noticecomplies with the EU General Data Protection Regulation and the Data Protection Act 2018. Please read it carefully as it contains details of:

  • how we collect your personal data,
  • types of personal data we process about you,
  • how and why we use your personal data,
  • others who may receive or have access to your personal data,
  • our data retention and storage policies,
  • your rights,
  • the security we put in place to protect your personal data, and
  • marketing, communications and “cookies”.

Money laundering prevention

Compliance On Demand observe UK Anti-money laundering legislation and regulations which requires to obtain satisfactory evidence of a new client’s identity including any beneficial owner(s) of corporate entities and trusts. We may need to make enquiries about the purpose of your instruction and the source of any funds for our fees. If we are not satisfied regarding the source and legitimacy of funds we may have to cease to accept instructions from you.

We use various ways to verify identity including making use of an electronic verification service. We may use an electronic verification service to confirm an individual’s identity in which case the check will leave a footprint on the credit file but does not have an effect on credit rating. If the electronic check on an individual does not provide sufficient evidence of identity, we may have to ask for further evidence e.g. a passport/driving licence. All personal data remains subject to the Privacy Notice.

We keep your affairs confidential. However, we may be required by statute to make a disclosure to the National Crime Agency where we know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your instruction, we may not be able (and cannot be required) to tell you that a disclosure has been made or to provide you with any details. We may have to stop working on your matter for a period of time and may not be able to tell you why.

We do not accept any liability for consequential damages arising from compliance with the appropriate legislation if we have to make such a disclosure.

Copyright

We retain copyright in all documents prepared by us but, where documents are prepared for your use, we grant you an irrevocable, royalty free licence to use those documents for the purpose for which they were prepared.

Third party rights

Except as expressly provided in these terms of business under the heading “Liability” in Section 1, third party rights to enforce any of our terms under the Contracts (Rights of Third Parties) Act 1999 are excluded. The rights of you and us, to terminate, rescind or agree any variation, waiver or settlement under this agreement is not subject to the consent of any person that is not a party to this agreement.

Media

We are delighted to have you as a client and would like, with your approval, to tell people about it. This might be through client lists on our website and in promotional literature, an internal announcement to our staff and in discussions with potential new clients. Sometimes the appointment of new advisors is also of interest to the media. If we feel any of this is appropriate, we will contact you and discuss whether you are happy for us to do so and what process would be followed. Of course, we will not breach any confidentiality requirements which are agreed with you which apply to a specific appointment or instruction.

Contact us

We care about you and your business. If you would like more information or advice on any of our services, please get in touch.

A: Acre House, 11 – 15 William Road, London NW1 3ER.
T: +44 20 3963 9966
M: +44 7413 059574
E: philip.olmer@complianceondemand.co.uk
: Connect with Philip on LinkedIn





If you would like to see full details of our data practices please visit our Privacy Policy and if you have any questions please email philip.olmer@complianceondemand.co.uk.