Terms and Conditions

1 INTRODUCTION

OAK WILLS LIMITED is a limited company (with registration number 15892785) with its registered office at Alpha House, 296 Kenton Road, Harrow, Middlesex, United Kingdom, HA3 8DD. We are not a regulated business.

2 OUR SERVICES

2.1 Our agreement to provide our services is effective from the earlier of:

• 2.1.1 the date of the Engagement Letter; and
• 2.1.2 our beginning to render the services.

2.2 We will carry out our services with reasonable skill and care.

2.3 Unless we otherwise specifically agree in writing:

• 2.3.1 our services and the products of our services are provided only to you for the purpose set out in the Engagement Letter;
• 2.3.2 you may not disclose or make available the results of our services to anyone else except:
1. (a) if agreed in the Engagement Letter; or
2. (b) where required by law; or
3. (c) (if you are a company) to any other member of your group; or
4. (d) to your other professional advisers,
5. provided that in the case of (c) and (d) you first tell them in writing that we do not accept or assume any liability or duty to them and that no further use or disclosure may be made.

2.4 Our responsibility is only to you as our client. We shall not have any duty or responsibility to any other person in connection with the work we undertake (unless that person is also a client in relation to the work), even if your intention is to benefit such a person. Except as stated in clause 18.2 below, the Contracts (Rights of Third Parties) Act 1999 does not apply to this agreement.

2.5 Any liability of ours to you for loss or damage (including costs) for which one or more other advisors is also liable shall be reduced to take into account the responsibility of the other advisor or advisors for that loss or damage. In determining the extent of that responsibility no account will be taken of any shortfall in recovery from any other advisor for whatever reason including (without limitation) any exclusion or limit of liability even if we are aware of it.

2.6 We shall not be liable for any delay in performing or inability to perform our services or obligations as a result of circumstances outside our reasonable control.

2.7 We are a will writing company and we will not provide legal, tax or regulated investment or regulated financial advice to you.

3 CONFLICTS OF INTEREST

We will try to ensure that we do not represent any entity where such representation would create a direct conflict with our current or prior engagements with you. However, we may represent other clients in matters that are not substantially related to our work for you, even if their interests may conflict with yours, provided that you grant general consent for such unrelated representations. We will try to ensure that we do not represent any client if, as a result of our engagement with you, we possess confidential information that could materially disadvantage you in such a representation.

In the event that a conflict of interest arises, we may be required to terminate our engagement with you, but we reserve the right to continue representing one of the involved parties, subject to applicable legal or professional restrictions. We shall not be liable for any loss resulting from such termination.

We shall maintain the confidentiality of your documents and information acquired during our engagement and will not disclose them to third parties without your consent, except as required by law or professional obligations, or to our insurers, brokers, or auditors, provided such disclosures are made on a confidential basis. We are under no obligation to disclose or use any information that is subject to confidentiality owed to another party.

4 CONFIDENTIALITY

4.1 We will maintain confidentiality in relation to the work we undertake for you and information which is confidential to you and is not already in the public domain or known to us and which comes into our possession in the course of undertaking that work. However, we may disclose such information:

• 4.1.1 for the purpose of our work for you including, without limitation, disclosures to your other advisers or to banks, financial institutions and other third parties involved in the work;
• 4.1.2 to our auditors for the purposes of the audit of our accounts;
• 4.1.3 to our insurers in accordance with their requirements;
• 4.1.4 where in our reasonable opinion we consider that we are required to do so from time to time by law or by any regulatory authority or court of competent jurisdiction; or
• 4.1.5 to assist with the management of our business including recovery of unpaid invoices and for the purpose of outsourcing any of our services, but any person to whom such disclosure is made will be required to maintain the confidentiality of the information.

5 ELECTRONIC COMMUNICATION

5.1 We may correspond with you by means of electronic mail (“email”). For the avoidance of doubt, you agree to the contents of our Engagement Letter (plus any attachments), Terms and invoices being delivered by email.

5.2 You and we agree to use commercially reasonable procedures to check for commonly known viruses before sending information electronically, but you and we recognise that such procedures cannot guarantee that transmissions will be virus free.

5.3 You accept the risks of using email, including but not limited to the risks of viruses, interception, unauthorised access, delay, mis-routing and breakdown of service providers.

6 INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights worldwide in the products of our services will be owned by us. You will have a non-exclusive non-transferable licence to use those products for your own internal purposes.

7 PAYMENT OF INVOICE BY A THIRD PARTY

A guarantee or agreement by a third party for payment of our invoice does not release you from your primary responsibility for payment if the third party does not pay promptly on request. A third party paying our invoice will not normally be entitled to recover any VAT element and you will remain liable for that.

8 PAYMENT OF INVOICES

8.1 If any invoice is not paid on presentation, we reserve the right:

• 8.1.1 to suspend our services on written notice to you; and/or
• 8.1.2 to terminate our agreement on written notice to you; and/or
• 8.1.3 to charge interest at 8% p.a. or if the amount is recovered following the issue of court proceedings at the rate payable on judgment debts; and/or
• 8.1.4 to instruct third parties to take appropriate steps to recover any outstanding amounts (including sharing information with them where required for this purpose);

8.2 We do not accept cash payments in respect of our invoices.

8.3 Subject to compliance with money laundering regulations we will accept most major credit and debit cards and cheques for payment from UK bank accounts for payment of our invoices. Please ask for details.

9 PUBLIC LIABILITY INSURANCE

We also have public liability insurance, for which our cover is limited to £5m. Copies of our insurance certificates are available on request.

10 ANTI MONEY LAUNDERING

10.1 We are required to undertake due diligence measures concerning our clients and this may include asking for evidence of your identity and obtaining information about persons who have significant interests in or control over the management of certain types of client. We may charge for doing this. We may use an on-line identity verification service and supply relevant personal data and other identifying details about you to the provider of that service. Where that information relates to another person you confirm you have that person’s authority to provide it. Until our due diligence is completed, we may be unable to undertake any work and to receive payments. If we begin acting pending completion of due diligence, we may have to cease acting if this is not completed within the time limits we advise.

10.2 In accordance with anti-money laundering legislation and our own procedures, where knowledge or suspicion of money laundering, terrorist financing or sanctions issues arise, or if in the light of other circumstances we believe there may be reputational damage to us in continuing to act, we may be obliged to or may decide to cease or suspend acting and/or report information to the appropriate authorities, possibly without telling you or explaining why.

11 DATA PROTECTION

11.1 In connection with the provision of our services to you, and in the administration of our business for as long as is necessary, we will process personal data provided by you, your employees, agents and other third parties (“Data”). We do so as a data controller, subject to your instructions, and applicable privacy laws, including the General Data Protection Regulation and the Data Protection Act 2018 (the “Applicable Privacy Laws”). We implement appropriate organisational and technical security measures to protect against unauthorised or unlawful processing of the Data and its accidental loss or damage.

11.2 Our Privacy Notice which can be found on Oak Will Limited’s website (https://oak-wills.com/) explains the Data we collect and what we do with it. It also provides information about individuals’ rights in respect of the Data, including the right to make a complaint. If you would like a hard copy or have any other queries regarding our processing of the Data, please contact our Privacy Officer by phone, letter or by email to Info@oak-wills.com.

11.3 We, and you, shall each comply (and use all reasonable efforts to assist the other to comply) with our respective obligations under the Applicable Privacy Laws, including notifying any relevant supervisory authority as required about the processing of the Data.

11.4 You will ensure that when you provide Data to us you do so in accordance with the Applicable Privacy Laws, that it is lawful for you to disclose it to us and that we are not prevented from processing it as envisaged in our Engagement Letter. Where required by the Applicable Privacy Laws, you will make our Privacy Notice available to those individuals whose Data you provide to us.

11.5 Where we provide you with any personal data about our employees or independent contractors and/or any third parties, you may only use it for the specific purposes for which we provide it to you.

11.6 Neither of us, by our respective acts or omissions, shall cause the other to breach their obligations under the Applicable Privacy Laws.

11.7 The Data we process may be transferred to third parties with whom we deal and may be accessible by any of our affiliates (worldwide) in connection with the provision of our services and the administration of our business. We may also hold copies of the Data on computer servers hosted by third parties.

11.8 The Data will be retained for as long as is required by the Applicable Privacy Laws, professional regulations, our insurance or other business custom and may be destroyed at any time after the expiry of such periods without notice to you.

11.9 You will indemnify us fully on demand, both during and after the provision of our services to you, against any losses that we may at any time incur as a direct or indirect result of our having received and/or dealt with requests relating to the exercise of data subject rights by individual third parties who are connected with either you or our provision of services to you.

12 OTHER ADVISERS OR SERVICE PROVIDERS

12.1 We may instruct other professional advisers or service providers on your behalf in your name and you will be directly liable for their charges. Although we may recommend an adviser or provider with which we have previously worked, any such adviser or provider will be independent of us, will be instructed on your behalf and will not act as our agent.

12.2 We assume no responsibility or liability for advice given to you or anything else done or omitted by any other adviser with whom we work in relation to our services, whether or not recommended by us or you. We will assume that we are authorised to communicate information (whether confidential to you or not) to such adviser for the purpose of their work.

13 CLAIMS

13.1 Our directors, employees and consultants do not owe a personal duty of care or take personal responsibility for their acts or omissions in connection with the work they do. That work is undertaken on our behalf and not in their individual capacity.

13.2 You agree not to bring any claim for loss or damage suffered by you in connection with our services against any of our directors, employees or consultants. This restriction will not limit or exclude our liability for the acts or omissions of any director, employee or consultant. Nothing in these Terms or in the Engagement Letter excludes or limits any claim you may have against a director, employee or consultant of ours for fraud or for death or personal injury caused by that person’s negligence. Any director, employee or consultant will have the right to enforce this clause pursuant to the Contracts (Rights of Third Parties) Act 1999, but their consent is not required to any variation, termination or rescission of this agreement.

14 LIMITATION OF LIABILITY

Our liability to you in respect of any Loss arising out of a breach of your instructions, breach of contract, tort, breach of statutory duty or otherwise arising out of or in connection with the Engagement or any other services we provide shall be limited to the total of any fees referred to in the Engagement Letter for the particular matter.

We exclude all and any liability for any indirect Loss or damage of any kind (whether foreseeable or unforeseeable at the date of commencement of the Engagement), or for Loss comprising loss of goodwill or loss of reputation.

It is the responsibility of the Company to provide you with the services set out in these terms. You acknowledge and agree that in relation to the Engagement, your relationship in contract and tort is solely and exclusively with the Company.

No officer, director, employee, partner or consultant of the Company assumes, or will assume, personal liability for the conduct of the Engagement or will have any personal liability for any matter arising out of or in connection with, the Engagement whether in contract, tort, negligence, breach of statutory duty or otherwise and you waive any such claim as may arise unless the law imposes a personal liability. Accordingly, you agree not to bring any claim for Loss personally against any of our officers, directors, employees, partners or consultants. Each such officer, director, employee, partner and consultant (including the principal of any corporate consultant) shall be entitled to the benefit of your agreement in this paragraph under the Contracts (Rights of Third Parties) Act 1999.

Where we instruct third parties on your behalf we are not responsible for any act or omission of any such third party, or for payment of their invoices. For the purposes of this section, “Loss” means the total of all losses, damages or costs suffered or incurred, directly or indirectly, in connection with the Engagement, including as a result of breach of contract, negligence, fault or other act or omission by the Company. Nothing in these terms excludes or limits our liability for death or personal injury, fraud, or any other liability which cannot lawfully be excluded or limited.

15 JOINT AND SEVERAL LIABILITY

Where you suffer any Loss (as defined above) for which we are jointly and severally liable with any third party or third parties, the extent to which such loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such Loss, as agreed between all of the parties, or in the absence of agreement as finally determined by the court. You agree that our position will not be adversely affected by any limitation of liability you may agree with any other party and that we will not be liable to you for any amount in excess of our proper share of a joint or several liability which we are not entitled to recover from any other party by reason of your agreement to limit their liability.

16 LIABILITY FOR INFORMATION RELIED ON BY US

We will not be liable if any Loss (as defined above) is due to the provision of false, misleading or incomplete information or documents (save where we should reasonably have discovered the false, misleading or incomplete information or documents) or due to the acts or omissions of any person other than the Company or any affiliated entity involved in the Engagement.

16.1 We do not exclude or limit in any way our liability to you in connection with our provision of, or your use of, our services and products as envisaged under the Engagement Letter where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

16.2 We will not be liable for any loss suffered by you other than as a result of our negligence, fraud or breach of the Engagement Letter. We will not be responsible for any loss that was unforeseeable at the time you entered into the Engagement Letter (such as, and including, loss of profit, loss of business, business interruption or loss of business opportunity).

17 FILE DESTRUCTION POLICY

Upon completion of our work, we are entitled to retain your papers and documents until any outstanding fees or expenses are paid. We will retain our files, which may include paper, electronic, or other forms of records, except for documents you request to be returned. We will retain files and property relevant to the Engagement for a minimum of seven years from the date of our final invoice, after which we may dispose of documents that we consider unnecessary for the record.

We reserve the right to store your files and property with a third party, provided their security measures meet our standards. Should you wish for the files or property to be returned or kept longer, please inform us.

If you request any retained documents or property within seven years from the final invoice, we will return them to you, subject to any legal obligations requiring us to retain certain documents. You agree that we may charge you for retrieving, identifying, and delivering any documents or property to you or a third party.

If we do not receive a request for the return of your documents or property within six years from the conclusion of the Engagement, we reserve the right to destroy them.

18 COMPLAINTS

If you are dissatisfied with any of the services provided to you, including any invoices issued, please contact us at Info@oak-wills.com as soon as possible. Once your complaint has been lodged, we will acknowledge receipt of your complaint within 7 working days. Following this, we will provide you with information about our complaints procedure, including details on how your complaint will be reviewed and handled.

19 SEVERABILITY

Each section and sub-section of these Terms of Engagement shall be independently interpreted and enforceable. If any section or sub-section of these Terms of Engagement or provision in the Engagement Letter is declared void, illegal or otherwise unenforceable, the remainder shall survive unaffected.

20 WAIVER

No delay by you or us in enforcing any terms of this agreement will affect or limit your or our rights under this agreement. Any waiver by you or us of any breach of this agreement shall not be deemed a waiver of any other prior or subsequent breach of this agreement. Any waiver of any contractual claim or right must be made in writing to be effective.

21 TERMINATION

21.1 You may terminate your instructions to us at any time. We may terminate this agreement with immediate effect, and prior to termination suspend our work for you, if you or any person associated or connected with you or in which you have any direct or indirect interest, is or becomes subject to financial sanctions or similar restrictive measures under the laws of any jurisdiction or if we reasonably consider this is likely to occur. We may also stop working for you for any other good reason and on reasonable notice or as set out in the Engagement Letter. We may stop acting for you under circumstances such as, there is a conflict of interest or if you do not pay an invoice or if a serious breakdown in confidence arises. If the agreement is terminated by you or us, unless the Engagement Letter states otherwise, you will only be liable for our fees until termination plus VAT and other charges, expenses and disbursements.

21.2 Any provisions of this agreement which are capable of having effect after termination, shall do so.

22 GOVERNING LAW AND JURISDICTION

Unless our Engagement Letter states otherwise, our agreement with you will be governed by English Law and will be subject to the exclusive jurisdiction of the Courts of England.

23 DISPUTES

Subject to any contrary provision in the Engagement Letter, in relation to any dispute arising out of or in connection with this agreement or the Engagement (whether contractual or non-contractual obligations), each of the parties irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.

24 WHOLE AGREEMENT

24.1 The Engagement Letter including any attachments, these Terms and any other terms agreed in writing by a director of ours set out the entire agreement between us for the work we undertake for you. If you instruct us to carry out additional work and we do not prepare a separate Engagement Letter, this agreement will continue to apply, modified to reflect the scope of the additional work which will be carried out

24.2 If any part of the covering Engagement Letter or these Terms is or shall become invalid, illegal or unenforceable, the remainder shall survive unaffected.

24.3 The headings to paragraphs in the Engagement Letter and these Terms shall be ignored in construing the paragraphs.

24.4 We may update these Terms from time to time as notified to you or as stated on our website.

25 INTERPRETATION

In this agreement the following words and expressions shall have the following meanings: “we”, “our”, “ours”, “us” OAK WILLS LIMITED; “you”, “your” the parties to this agreement other than us; “the/our/this agreement” the Engagement Letter, and any other attachments, these Terms and any other terms agreed at any time in writing by a director or employee of ours; “Engagement Letter” the letter from us or other written agreement by us recording the terms of our engagement by you; “services” the services described in the Engagement Letter or otherwise agreed between us in writing.