Standard Terms & Conditions of Business

About us

Philip Hare & Associates LLP is a limited liability partnership registered in England and Wales number OC394844 (we and us) with registered office at Bridge House, 181 Queen Victoria Street, London, England, EC4V 4EG. Our VAT number is 195158576.

1. These are the terms and conditions on which we provide our services, as supplemented and/or amended by any relevant letter of engagement (including any schedules to any such letter of engagement) (together, the Terms). The Terms apply to each matter in relation to which we undertake work for you and should be read alongside the privacy notice.
2. In the event of any conflict between this document and the relevant letter of engagement, the letter of engagement shall prevail.
3. The Terms apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealings.
4. Nothing in the Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent (unless expressly agreed in the letter of engagement) of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
5. The Terms constitute the entire agreement between you and us in relation to the subject matter, as set out in the relevant engagement letter. You acknowledge that you have not relied on any statement, promise, representation or assurance or warranty that is not set out in the Terms.
6. You confirm you are acting on your own behalf and not for the benefit of any other person.

1. As with other professional services firms, we are required to comply with certain identification and verification procedures, often referred to as “know your customer” checks. This is for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
2. The law requires us to get satisfactory evidence of the identity of our clients and sometimes people related to them. To comply with the law, we need to obtain evidence of your identity as soon as possible. We will let you know what forms of evidence (if any) we need from you and you agree to provide any such information and documentation requested by us promptly. If you do not provide any requested information or documentation, we may not be able to carry out your instructions and may need to terminate this agreement with you.
3. We may need to engage a third party to conduct the above checks on our behalf and you agree that we can use credit reference agencies in the performance of this function.
4. You agree to notify us promptly of any changes to any such information or documentation provided to us for the purposes of our “know your customer” checks.
5. In order to comply with our statutory obligations, we may need to follow an anti-money laundering reporting procedure. If we know or suspect that you (or any other party involved in this matter) are involved in money laundering or hold the proceeds of crime, we may be required by law to make a report to the National Crime Agency (NCA) and, if notification is made, we would be prohibited from advising the suspected party that we are doing so. These requirements override our duty of confidentiality to you.
6. Proceeds of crime are assets or income which have been acquired through some illegal activity, for example, drug-trafficking, non-payment of tax or fraudulently obtaining benefits. If a report is made to NCA, we must stop work on the matter until we are authorised by NCA to proceed.
7. Any fees, disbursements and expenses incurred in complying with the above will be charged to you.
8. There may be circumstances in which we consider that we are obliged to make a report to NCA which it later turns out was not required by law. By instructing us you agree that such reports can be made. We will not be liable for any loss, damage or expense (whether direct, consequential or otherwise) arising from any delay or otherwise as a result of making any reports to NCA and ensuring compliance with our statutory obligations.

1. We will be entitled to assume that the Nominated Person(s) named in the engagement letter has (have) actual authority to instruct us and we will be entitled to rely on any information provided to us by such person(s).
2. Where instructions are given on behalf of a company, LLP or other organisation we will be entitled to assume that the Terms have been brought to the attention of and approved by the directors of the company, members of the LLP or, in the case of any other organisation, the appropriate officers of that organisation.
3. Where our client consists of more than one person or entity, the liability of those persons or entities is joint and several. Each joint client irrevocably permits us to disclose to any other of the joint clients at any time any information which we would otherwise be prohibited from so disclosing by virtue of our duty of confidentiality. If any joint client ends this permission during the provision of the relevant services, or if a conflict of interest arises between joint clients, we may suspend or terminate the provision of the services related to that matter to one or more of the joint clients.
4. It is vital that you provide us with all relevant information to provide services to you and that all information provided is, to the best of your knowledge, complete, accurate and up to date, and is supplied as quickly as practicable. We are entitled to rely on the information you provide and will not audit such information. Please tell us of any subsequent changes to the information provided, as well as about any further information which might be relevant.
5. The services are provided to you and may not without our prior written consent be disclosed to any other party or be referred to in any public document or communication.
6. If you are a business: Before relying on and implementing any recommendations, advice and/or work products produced by us, you will evaluate them using your own independent business judgement to ascertain whether our recommendations, advice and/or any work products are suitable in your business context. We do not take responsibility for any results of such reliance or implementation.
7. You will not (or any of your group companies or affiliates, as applicable), without our prior written consent, at any time from the date of this agreement to the expiry of 12 months after its termination, solicit or entice away from us, employ or attempt to employ any person who is, or has been, engaged as our employee, consultant or subcontractor in the provision of the services, other than by means of a national advertising campaign open to all-comers and not specifically targeted at such persons. If you breach this condition, you will pay us on demand an amount equal to 20% of that person’s annual salary offered by you.

1. We will provide to you the services set out in the relevant engagement letter with reasonable skill and care. You should ensure that the scope of the services is appropriate to your needs.
2. We will use reasonable endeavours to supply the services to you in accordance with the Terms in all material respects, and to meet any performance dates specified in the relevant engagement letter. However, any such performance dates are estimates only and time for performance of our services will not be of essence of our agreement, unless we specifically agree in the relevant engagement letter that any performance dates are binding.

1. Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to if the law allows or requires us to do so and as set out in our privacy notice. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
2. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. In particular, you agree that we may approach such third parties as may be appropriate for information that we consider necessary to provide the services. The subcontractors will be bound by our client confidentiality terms. In the event such subcontracting relates to the processing of personal data, we will ensure that our arrangements with such subcontractors are in compliance with the applicable data protection laws.
3. If you or we engage other professional advisers to assist with a matter we will assume, unless you notify us otherwise, that we may disclose any such information, advice, certificates, reports or opinions to such other advisers as necessary.
4. We reserve the right, for the purpose of promotional activity, training or for similar business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.

1. We take conflict issues very seriously. We have procedures in place to ensure that conflict checks are carried out on every matter as soon as practicable so that, if an issue arises, it can be discussed with you and dealt with as soon as possible.
2. Our conflict procedures help us fulfil our professional obligations not to act for a client in a matter where there is an actual (or significant risk of a) conflict with:
3. the interests of another client for whom we are already acting; or
4. Our interests.
5. We will inform you if we become aware of any conflict of interest. If at any time you become aware of an actual or potential conflict of interest, please raise it with us immediately.
6. Subject to our professional duties, we will always seek to resolve any conflict issues in the most advantageous way to the clients concerned. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly.
7. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.

1. We will use the personal data we receive from you, for example in relation to your directors, employees, or yourself (if you are an individual) in accordance with our privacy notice (attached at Appendix 1).
2. You and we will comply with the provisions of the applicable data protection laws when processing personal data pursuant to the Terms.
3. To the extent we process personal data about your personnel or otherwise receive personal data from you, you agree that you will provide our privacy notice to the relevant individuals without undue delay following signature of these Terms and/or prior to passing the relevant details on to us (as applicable).
4. To the extent we receive personal data from you, you warrant and undertake that: (a) you will only have obtained the relevant personal data on the basis of consent where strictly required under applicable data protection laws; and (b) where so strictly required by the applicable data protection laws, you will have obtained all appropriate consents from the relevant data subjects required for our processing of their personal data in connection with our services.

1. Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
2. Should we have no contact with you for a period of twelve months or more we may issue to your last known address a disengagement letter and thereafter cease to act.

1. As instructed, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments.
2. With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. We will not be responsible for any loss or damage arising from the unauthorised interception, re-direction, copying or reading of emails including any attachments. These are risks you agree to bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.
3. Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.
4. You are required to keep us up to date with accurate contact details at all times. This is important so that communications and papers are not sent to the incorrect address.

1. Our fees may depend not only on the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.
2. Where applicable, our hourly rates are set out in the relevant letter of engagement and vary according to the level of seniority and expertise of each adviser. VAT will be added where applicable. The hourly rates are normally reviewed annually but we reserve the right to alter rates at other times. You will be notified of any changes to the rates. If you wish to cease instructing us as a result of any increase in rates, you are free to do so.
3. If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
4. Where requested we may agree a fixed fee for the provision of specific services or provide an indicative range of fees for a particular assignment. It is not our practice to agree fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

1. We will issue our invoices to you in accordance with the terms set out in the relevant engagement letter and our invoices are due for payment within 14 days of issue, unless otherwise agreed in the relevant engagement letter. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
2. In certain circumstances, we may, upon your written request, agree to issue invoices in the name of a third party nominated by you. If such third party agrees to be responsible for payment of some or all of our fees, disbursements and other charges on your behalf, and payment is not made in accordance with these Terms, you will be responsible for paying to us any outstanding amounts.
3. Unless otherwise agreed to the contrary our fees do not include the costs of any third party or other professional fees.
4. Unless otherwise agreed in writing, you must pay all bills in sterling. If bills are not paid in sterling and we incur currency conversion charges or other bank charges, or we suffer exchange-rate losses, we reserve the right to charge additional sums to cover such items
5. Where this contract exists between us and a purchaser acting in the course of a business we reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
6. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 10 days of receipt, failing which you will be deemed to have accepted that payment is due.

We will only assist with implementation of our advice if specifically instructed and agreed in writing.

1. We retain full and exclusive ownership of all copyright and all other intellectual property rights in all documents, advice and other works (in any form including, without limitation, in electronic form) we create, develop or generate for you in the course of providing the services (including, without limitation, (i) working and draft documents and advice, (ii) final documents and advice, and (iii) any documents, advice or works that exist prior to the date of this agreement)).
2. We now grant you a non-exclusive, non-transferable, non-sublicensable licence to use and reproduce such documents, advice and other works solely for the purposes for which such services were provided by us and not otherwise. If you do not pay us in full for such services in accordance with paragraph 11 we may, on giving you notice, terminate that licence with immediate effect (in which event you shall not use or reproduce such documents, advice or other works for any purpose) and we will only again grant such licence to you once full payment has been made to us for such services.
3. We may retain for our subsequent use a copy of the advice or opinion of any third party given in written form (or any note of any advice or opinion) obtained in the course of providing the services. Any such third party will be instructed on the basis that any such advice or opinion will be retained. If we retain a copy of any advice or opinion in this manner we will take all reasonable steps to conceal information (such as name, addresses or descriptions) which might reasonably enable you to be identified.
4. For clarity, where you provide us with any information, documents, advice or other works (in any form including, without limitation, in electronic form) (the Client Works) you grant us a licence to use the Client Works for the term of this engagement for the sole purpose of provision of the services to you.

1. The services provided by us are solely for the purpose of the matter to which they relate, as set out in the relevant engagement letter. They may not be used or relied upon for any other purpose.
2. The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.
3. You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you, or by any person for whom you are responsible, of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.

Our services may be conducted alongside your legal or other advisers, acting separately for you. To the extent they relate to our performance of the services, we may need to review sections of draft agreements prepared by your legal or other advisers but we are not qualified to provide legal or other specialist advice. Any agreement is the product of negotiation between its parties and you agree that it is your responsibility to obtain appropriate legal or other specialist advice and to decide whether in all the circumstances you are prepared to accept any proposed agreement.

1. Investment business is regulated under the Financial Services and Markets Act 2000. If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body as we are not authorised to give such advice.
2. Our role is as tax adviser and therefore it is not generally part of our function to give advice on the merits of investment transactions or to act as a broker or arranger. Accordingly, we have assumed that your decision to discuss or negotiate any particular transaction, and any decision actually to enter into any transaction, will be made by you on the basis of your own assessment of the business, financial and policy aspects of the matter. In any event, it is not part of our role to communicate invitations or inducements to engage in investment activity on behalf of clients, and therefore nothing we say (by whatever means of communication) or do, should be construed as an invitation or inducement to you, or to anyone else, to engage in investment activity.

Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

1. We will not be liable for:
   1. failing to carry out any instructions or to do anything where doing so would be in breach of any laws, including any rules and guidelines of any regulatory or supervisory authority, provided that (where we are permitted to do under applicable laws) we inform you that your instructions would breach any laws;
   2. losses, penalties, surcharges, interest or additional tax liabilities caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information. This exclusion shall not apply where any misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances;
   3. any failure to provide services on any issue which falls outside the scope of our engagement (as set out in the relevant engagement letter) and shall have no responsibility to notify you of, or the consequences of, any event or change in the law (or its interpretation) which occurs after the date on which the relevant service is provided; or
   4. losses, penalties, surcharges, interest or additional tax liabilities caused by your reliance on advice given by us on an earlier occasion without first confirming with us that the advice is still valid, including in the light of any change in the law or your circumstances.
2. If we are prevented by circumstances beyond our reasonable control from providing the services we have undertaken to perform for you, we will immediately notify you of the nature and extent of such circumstances. If as a result of those circumstances we are unable to meet any deadline or complete the services by any estimated date of completion or at all: (i) any such failure on our part will not constitute a breach of the agreement between us; (ii) we will not be otherwise liable to you for any such failure to the extent that it is attributable to any such circumstances notified to you; and (iii) any estimated date for completion of the services will be extended as appropriate.
3. If you are a consumer, and if we fail to comply with the Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching the Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen. Nothing in these Terms affects any statutory rights that you cannot contractually agree to alter or give up, or are legally always entitled to.
4. If you are a business:
   1. we will not be liable for any (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss or damage to goodwill; (vi) loss of use or corruption of data; (vii) loss of revenues; (viii) wasted management or staff time; (ix) any indirect, special or consequential loss; and/or (x) loss or damage incurred as a result of third party claims, in any circumstances whatsoever, whether in contract, tort, negligence, for breach of statutory duty or otherwise, and howsoever caused;
   2. unless and then only to the extent they have been finally and judicially determined (including the conclusion of any appeal) to have been caused by our fraud, you agree to indemnify and hold harmless Philip Hare & Associates LLP against all losses, liabilities, damages, costs, charges or expenses of whatever nature and howsoever caused (including interest) which Philip Hare & Associates LLP incurs in the defence and settlement (including meeting any judicially determined award of damages) of any claim brought by any third party whether or not such claim is founded upon an allegation of our negligence; and
   3. any claim brought by you under or in connection with this contract must be brought within 24 months of the cause of action arising.
5. Our total aggregate liability to you in respect of any claims and/or losses arising in connection with any engagement letter shall be limited to the three times the sum specified in such engagement letter or, if no sum is specified, the sum of £1 million. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.
6. If we are liable to you under the Terms, and other person would be liable to you in respect of the same loss (save for arrangements under your contract with them), then the compensation payable by us to you in respect of that loss will be reduced, and the reduction will take into account the extent of the responsibility of that other person for the loss. No account will be taken of any limit placed on the amount that person will pay, or any shortfall in recovery from that person, in determining the extent of the responsibility of that other person.
7. Nothing in the Terms shall exclude or restrict our liability to you for death or personal injury resulting from our negligence or for fraudulent misrepresentation or in any other circumstances where liability may not be so limited or excluded under any applicable law or regulation.

Philip Hare & Associates LLP alone will provide the services and your agreement is solely with the firm. You agree that you will not bring any claim whether in contract, tort, negligence, for breach of statutory duty or otherwise against any of our members, consultants, employees or agents or any service company owned or controlled by or on behalf of the firm or any of such company’s members, consultants, employees or agents. Those service companies, members, consultants, employees and agents assume no personal liability for the provision of services and shall be entitled to rely on the Terms insofar as they limit or exclude their liability

In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices or by request from us.

1. Unless otherwise agreed in the relevant engagement letter our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.
2. We may terminate the Terms and/or any services provided pursuant to them immediately on written notice in the event of:
   1. to the extent permitted by law, (i) you becoming insolvent or you ceasing or threatening to cease to carry on your business, or (ii) any encumbrancer takes possession of or a receiver, administrative receiver or similar officer is appointed over any of your property or assets or you make any voluntary arrangement with your creditors or become subject to an administration order or have an administrator appointed or are for any reason dissolved or go into liquidation or pass a resolution for your winding-up; or (iii) anything analogous to any of these events under the law of any jurisdiction occurs in relation to you;
   2. the discovery or creation of a conflict of interests;
   3. our being prevented from acting by the NCA;
   4. your requesting us to break the law or any professional requirement; or
   5. our otherwise being required by law or regulation to do so.
3. Subject to paragraph 24.2, you or we may terminate:
   • the Terms at any time by giving not less than 21 days’ written notice to the other; and/or
   • any services provided under the Terms at any time by giving not less than 21 days’ written notice to the other.
4. In the event of termination, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons, or requested by you, to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. If the provision of services is terminated you will be liable only for fees arising and payments made or committed up to the date of termination. In the case of any fixed fees agreed by us, we reserve the right to charge the entire amount agreed. You will also pay us any fees or payments for services necessary in connection with the transfer of the matter to another adviser. If this happens, we shall charge for services provided in accordance with the hourly rates prevailing at the relevant time. VAT will be charged as applicable. All our rights set out in the Terms shall continue to apply even if we terminate the agreement between us.
5. Any provisions of the Terms which either expressly, or by implication are intended to come into or continue in force on or after termination or expiry of the Terms shall remain in full force and effect.
6. If you are a consumer: If the contract was concluded away from our premises, or if the agreement set out in the client care letter is considered to be an ‘off-premises’ or ‘distance’ contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to withdraw from the contract, without charge, within 14 days of the date on which you asked us to act for you. For clarity, this right is not available to those acting in the capacity of a business. However, if you ask us to start work within the cancellation period, then we will charge you for the work we have done prior to subsequent cancellation. Your acceptance of these Terms or a letter of engagement will amount to a request to start work immediately. If you seek to withdraw instructions, you should give written notice by email or letter to the person named in the letter which accompanies these Terms of Business as being responsible for your work.
7. For the avoidance of doubt, this paragraph 24 does not apply in respect of any services coming to an end as a result of PHA’s completion of the relevant services.

We will observe and act in accordance with the regulations, standards and guidance of the Chartered Institute of Taxation and will accept instructions to act for you on this basis. You give us the authority to correct errors made by HMRC where we become aware of them.

In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements at our offices. The requirements are also available online here.

We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax affairs. We will be pleased to return any original documents or documents that legally belong to you on request. We should advise you, however, that if you fail to collect such records within six months of the date of this agreement, we cannot be held responsible for their safekeeping and we may return any documents to your last known address and/or destroy any documents and records that we hold without further notice.

Documents and records relevant to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships

1. We have the right from time to time to change our Terms, for example to comply with or reflect a change of applicable law, a decision of a court or regulatory authority.
2. If we need to change any of the Terms (for whatever reason), we will notify you in writing at least thirty (30) calendar days prior to such change. If you are unhappy with the changes we propose to make, you can terminate your agreement with us in accordance with paragraph 24.
3. Any amendment proposed by you to these Terms shall take effect only if accepted in writing by us.

Any failure by us to insist upon strict performance of any of the Terms, or any failure or delay by us to exercise any rights or remedies whether under the Terms and/or at law or otherwise, shall not be deemed a waiver of any of our rights to insist upon the strict performance of the Terms or of any of our rights or remedies as to any default under the Terms

1. The Terms are governed by, and should be construed in accordance with English law.
2. If you are a business, you and us each agree that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it.
3. If you are a consumer and if you live in: (i) Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts; (ii) Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

1. Any notice given to a party under or in connection with the Terms shall be in writing and shall be:
   1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
   2. sent by email to the following addresses (or an address substituted in writing by the party to be served);
      1. Philip Hare & Associates LLP: your normal point of contact for the services
      2. You: the normal email address you use to correspond with us.
   3. Any notice shall be deemed to have been received:
      1. if delivered by hand, at the time the notice is left at the proper address; or
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9:00am on the second business day after posting; or
      3. if sent by email, at the time of transmission.
   4. This paragraph 34 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.