1. Responsibilities of the Client and of Allen & Allen LLP
(a) Responsibilities of the Client.
The Client shall cooperate with Allen & Allen in connection with the performance of the Services, including, without limitation, providing Allen & Allen with timely access to data, information and personnel of the Client.
The Client shall be responsible for the performance of the personnel, for the timeliness, accuracy and completeness of all data and information provided to Allen & Allen and for the implementation of any deliverables.
Allen & Allen may use and rely on all information and data furnished by the Client without verification. The performance of the Services is dependent upon the timely performance of the Client’s responsibilities under the Contract and timely decisions and approvals of the Client in connection with the Services.
(b) Responsibilities of Allen & Allen.
(i) Allen & Allen will use its reasonable endeavours acting in a commercially prudent manner to carry out the Services in accordance with any timetable agreed upon. Allen & Allen will notify the Client promptly if it expects or encounters any significant delays which will materially affect achievement of any timetable for delivery of the Services.
(ii) Unless expressly agreed otherwise in writing, each deliverable will be deemed accepted (and the Services or relevant part completed) when such deliverable has been delivered in its final form and no material objection to the deliverable or its content is notified by the Client to Allen & Allen in writing within 14 days of delivery or when first use of the Advice is made by or on behalf of the Client, whichever occurs first.
2. Payment of Invoices.
Allen & Allen’s invoices are due and payable by the Client upon presentation. If payment of an invoice is not received within 30 days of the invoice date (“Due Date”), Allen & Allen reserves the right to charge interest at the rate of the higher of (i) 2% per month and (ii) the highest rate mandated or allowable by law, in each case compounded monthly to the extent allowable by law. Without limiting its other rights or remedies, Allen & Allen shall have the right to suspend or terminate the Services entirely or in part if payment is not received by the Due Date.
The Client shall be responsible for payment of all taxes, such as VAT, and any similar tax, imposed on or in connection with the Services. If any portion of an invoice is disputed, the Client shall notify Allen & Allen within 15 days of receipt of the disputed invoice and pay the undisputed portion of that invoice by the Due Date.
(a) This Contract may be terminated by either party at any time, without cause, by giving written notice to the other party not less than 30 business days before the effective date of termination.
(b) Either party may terminate this Contract by written notice to the other on or at any time after the occurrence of any of the following events: (i) a material breach by the other party of an obligation under the Contract and, if the breach is capable of remedy, the defaulting party failing to remedy the breach within 30 days of receipt of notice of such breach; (ii) the other party becomes insolvent or goes into liquidation; (iii) the other party has a resolution passed or a petition presented for its winding-up or dissolution (other than for the purpose of a solvent amalgamation or reconstruction); (iv) the making of an administration order in relation to the other party, or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the other party; (v) the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or (vi) any event analogous to those set out in (ii) to (v) in any relevant jurisdiction.
(c) Upon termination of the Contract for any reason, the Client will compensate Allen & Allen in accordance with the terms of the Services performed and expenses incurred up to the effective date of termination.
4. Limitations on Damages.
(a) The Client agrees that Allen & Allen will not be liable to the Client for any claim, demand, action, loss, liability, damage, cost, charge or expense (including professional advisers’ costs and legal costs and disbursements) of whatever nature howsoever caused and by whomsoever brought and including interest (together “Losses”) unless and then only to the extent that the Losses are finally determined to have resulted from the breach of contract or negligence of Allen & Allen, subject always to the remaining provisions of this Clause.
5. Limitation on Warranties.
Allen & Allen warrants that it shall perform the Services with reasonable care and skill. The express warranties, representations and obligations of Allen & Allen in this Contract are made expressly in place of and to the exclusion (to the fullest extent permitted by law) of all other representations, warranties, terms and conditions, express or implied, statutory or otherwise, relating to any thing supplied or to be supplied and services provided or to be provided by or on behalf of Allen & Allen under or in connection with this Contract and the Services including without limitation any implied terms as to performance, fitness for a particular purpose, satisfactory quality or otherwise relating to the Services or any part.
6. Force Majeure.
Neither party shall be liable for any delays or non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or other casualty, act of God, epidemic, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
Neither party may assign or otherwise transfer this Contract without the prior express written consent of the other.
The Client shall indemnify and hold harmless Allen & Allen from all third party claims for Losses, except to the extent finally determined to have resulted primarily from the fraud of Allen & Allen.
9. Entire Agreement, Modification and Effectiveness.
This Contract constitutes the entire agreement between the parties relating to the Services and supersedes and extinguishes all previous drafts, agreements (including but not limited to any confidentiality agreements which, if any, you agree are terminated hereby), arrangements and understandings between them, whether written or oral. Each party agrees that it shall have no remedies in respect of any representation (whether made innocently or negligently) condition warranty or other term that is not expressly set out in this Contract. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Contract. No variation to the Contract shall be effective unless it is documented in writing and signed by authorised representatives of both parties, provided, however, that the scope of the Services may be changed by agreement of the parties in writing, including by email or fax. If Allen & Allen has already started work (e.g. by gathering information, project planning or giving initial advice) at the request of the Client, then the Client agrees that this Contract is effective from the start of such work.
10. Governing Law and Submission to Jurisdiction.
This Contract and our relationship (including to the fullest extent permitted by law all contractual and non-contractual rights and obligations arising out of or relating thereto) is governed by and interpreted in accordance with English law.
Nothing in this Clause will prevent either party from bringing legal proceedings in any other jurisdiction.
All notices hereunder shall be (i) in writing; (ii) delivered to the representative of the other party at the addresses specified in the Engagement Letter (unless changed by that party upon notice to the other party); and (iii) effective upon receipt.
12. Confidentiality and Intellectual Property.
Allen & Allen will not distribute or share any images or information pertaining to the Client and/or its business without prior consent by the Client. Any finished product/service may be shared and used as part of Allen & Allen LLP portfolio of services.