OUR TERMS OF BUSINESS

These Terms apply to the Services we provide to you. We will assume, unless you tell us otherwise, that you have read, understood and agree them..

1. Definitions and Interpretation
   • In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

 

Applicable Laws	means all laws, statutes, regulations, and similar instruments from time to time in force applicable to the Parties, the Service, and to the Contract;
Business Day	means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;
Business Hours	means 9:00am to 5:00pm on a Business Day;
Client	means the party procuring the Service from we under the Contract;
Confidential Information	means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
Contract	means the contract entered into by we and you for the provision of Service in accordance with and on the basis of these Terms;
Fees	means any and all sums due under the Contract from you to we in consideration of the Service, as set out in clause 5 (Fees, Payment, and Records);
Intellectual Property Rights	means patents, rights to inventions, copyright and related rights, [moral rights,] trade marks, [service marks,] business names, domain names, rights in get-up and trade dress, goodwill and the right to passing off actions, design rights, database rights, [rights subsisting in software,] rights to use confidential information and the right to protect the same, and any and all other intellectual property rights, whether registered or unregistered, including applications and the right to apply for (and be granted) renewals or extensions of, and rights to claim priority from, any such rights and any and all equivalent rights or other forms of protection subsisting now or in the future anywhere in the world;
Service	means the lease review service we provide and which is described on our Website:
Terms	The terms and conditions in this document;
We,Us,Our	Lease Legal which is a trading name of Small Business advice Network Limited Small Business Advice Limited. Company Number: 7807118. Registered Office: 152-160 City Road, London. EC1V 2NX9
Website	www.leaselegal.com; and
You, Your	The person seeking to use our Service.

 

• Any reference to “writing”, and any similar expression, includes a reference to any communication sent by email.
• Unless expressly stated otherwise, legislation or a provision thereof is a reference to that legislation or provision as amended or re-enacted from time to time.
• Unless expressly stated otherwise, legislation or a provision thereof, shall include all subordinate legislation made from time to time under that legislation or provision.
• A reference to “these Terms” is a reference to these Terms as amended or supplemented at the relevant time.
• A reference to “the Contract” is a reference to the contract between the Parties as defined above in clause 1.1 and further set out below in clause 2.
• A reference to a “Party” or the “Parties” refer to the parties to the Contract.
• A reference to any other agreement or document is a reference to that agreement or document as amended or supplemented at the relevant time.
• Any obligation on either Party not to do a particular thing includes an obligation to not allow that thing to be done.
• The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of the Contract.
• Words communicating the singular number shall include the plural and vice versa.
• References to any gender shall include any other gender.
• References to persons shall include natural persons, corporate, or unincorporated bodies (whether or not the same have a separate legal personality).
• References to a company shall include companies, corporations, or other bodies corporate, however so and wherever incorporated or established.

 

2. Basis of Contract
   • When you request our Service, you are making an offer to procure our Service in accordance with these Terms.
   • The request referred to in clause 2.1 shall be deemed to be accepted by us when we email you to say that we have accepted you as a Client.
   • Once we have accepted you as a Client, a Contract shall come into existence between you and us immediately.
   • These Terms shall form the basis of the Contract. any other terms that you may seek to impose or incorporate into the Contract, or which are implied by trade custom, practice, or course of dealing are expressly excluded from the Contract.
   • If we do not accept you as a Client, we will refund any monies you have paid us, by the same method you used to pay us.

 

3. Provision of the Service and Service Provider’s Obligations
   • Once we have accepted you as a Client and have the received the lease and associated documents from you, we shall start providing the Service.
   • We shall provide the Service with reasonable skill and care, commensurate with prevailing standards in the legal profession in the United Kingdom.
   • We shall use reasonable endeavours to meet any delivery time but such time is only an estimate, and time shall not be of the essence in the provision of the Service.
   • We shall ensure that any and all of our personnel involved in the provision of the Service are suitably skilled, qualified, and experienced to perform the part(s) of the Service to which they are assigned.
   • If you ask us to provide additional services, we have the right to charge you additional fees based upon our standard charging rate and charged on the basis set out here: https://www.sban.co.uk/terms-conditions/
   • If we need any response from you in order to provide the Service (or any part of it) at any time, you shall provide the same in a reasonable and timely manner.
   • If we fail or delay to provide the Service because you have failed or delayed  in complying with any of your obligations under these Terms or if you commit any other act or omission which causes delay or difficulty, we shall not be responsible for any damage, loss or harm you may suffer and we have the right to terminate the provision of the Service. In those circumstances we may still charge our Fees.

 

4. Fees, Payment, and Records
   • The Fees shall include all costs and expenses incurred by us, whether directly or indirectly, in connection with the provision of the Service.
   • All payments due under the Contract are payable in advance, we will not undertake any part of the Service until the Fees have been paid in full.
   • All sums payable by you under the Contract shall be exclusive of VAT. If we charge VAT, we will provide the appropriate invoice.

 

5. Intellectual Property Rights
   • We shall retain ownership of the Intellectual Property Rights subsisting in the product of the Service.
   • We grant you a non-exclusive, fully paid, royalty-free, non-transferrable, non-sublicensable licence to use, the product of our Service only to the extent reasonably necessary for its correct use.

 

6. Confidentiality
   • We undertake that, except as provided by clause 6.2 or as authorised in writing by you (such authorisation not to be unreasonably withheld), we shall, at all times during the term of the Contract and after its termination or expiry:
     1. keep confidential all Confidential Information;
     2. not disclose any Confidential Information to any other party;
     3. not use any Confidential Information for any purpose other than as contemplated by the Contract; and
     4. ensure that (as applicable) none of its employees, directors, officers, agents, or sub-contractors does any act which, if done by that Party, would be a breach of the provisions of this clause 6.
   • Subject to clause 6.3, we may disclose any Confidential Information to:
     1. any sub-contractors, substitutes, or suppliers; and
     2. any governmental or other authority or regulatory body.
     3. any of our employees or officers or of any of the aforementioned persons, parties, or bodies.
   • Disclosure under clause 6.2 may be made only to the extent that it is necessary for the purposes contemplated by the Contract, or as required by law. In each case, the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in clause 6.2(b) or is an authorised employee or officer of such a body, we will obtain a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
   • We may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of ours.
   • When using or disclosing Confidential Information under clause 6.4, we must ensure that wet do not use or disclose any part of that Confidential Information which is not public knowledge.
   • The provisions of this clause 6 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of the Contract for any reason.

 

7. Insurance

We shall, for the term of the Contract maintain professional indemnity with a reputable insurance company to cover the liabilities that may arise under or in relation to the Contract. We will supply a copy of the Certificate of Insurance on written request from you.

 

8. Liability
   • The limits to, and exclusions of, liability in this clause 8 shall reflect the insurance cover referred to in clause 7. You shall be responsible for making your own arrangements for the insurance of any loss over and above the cover provided by such cover.
   • References in this clause 8 to “liability” shall include every liability arising under or in relation to the Contract including, but not limited to, liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise.
   • Nothing in the Contract shall limit or exclude either Party’s liability under or in relation to the Contract for any form of liability which cannot be limited or excluded by law including, but not limited to:
     1. death or personal injury caused by negligence;
     2. fraud or fraudulent misrepresentation;
     3. for the wilful misconduct of either that Party or that of its employees or agents; or
     4. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Service Act 1982 (relating to title and quiet possession).
   • Neither Party shall have the right to benefit from any of the limitations or exclusions of liability set out in this clause 8 in respect of any liability under or in relation to the Contract which arises out of the deliberate default of either that Party or of that Party’s employees or agents.
   • Nothing in this clause 8 shall limit or exclude either Party’s payment obligations under the Contract.
   • Subject to clause 8.3 our total liability under or in relation to the Contract for any and all related or unrelated acts or omissions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the amount of cover provided by the policy of insurance referred to in clause 7.
   • Subject to clauses 8.3, 8.4 and 8.5 the following categories of loss shall be wholly excluded by the Parties and neither Party shall be liable under or in relation to the Contract for any such losses suffered by the other, whether directly or indirectly, or whether immediate or consequential:
     1. loss of profits;
     2. loss of sales or business;
     3. loss of business opportunity;
     4. loss of agreements or contracts;
     5. loss of anticipated savings;
     6. loss of, or damage to, goodwill; or
     7. indirect or consequential loss.
   • Subject to the above provisions of this clause 8, your rights under the Contract shall be in addition to, and not exclusive of, any common law rights or remedies.

 

9. Force Majeure
   • For the purposes of the Contract, “Force Majeure Event” means, in relation to either Party, any circumstances beyond that Party’s reasonable control including, but not limited to, lack of, interruption to, or failure of any utility service, or lack of available facilities; non-performance by suppliers or sub-contractors; collapse of buildings, fire, explosion, accident, acts of God, storm, flood, drought, earthquake, epidemic, pandemic, or other natural disaster; terrorist attack, civil commotion or riots, war, civil war, threat of preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off diplomatic relations; nuclear, chemical, or biological contamination, or sonic boom; or any law or action taken by a government or public authority including, but not limited to, imposing an export or import restriction, quota, or prohibition.
   • If any Force Majeure Event occurs in relation to either Party which affects or may affect that Party’s performance of its obligations under the Contract, the affected Party shall notify the other Party as soon as reasonably possible and practicable of the nature and extent of the circumstances in question. The affected Party shall use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
   • Subject to compliance with clause 9.2, neither Party shall be deemed to be in breach of the Contract or shall otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations under the Contract to the extent that performance of that obligation is prevented, hindered, or delayed by a Force Majeure Event of which it has notified the other Party, and the time for that performance shall be extended accordingly.
   • If the performance by either Party of any of its obligations under the Contract is prevented, hindered, or delayed by a Force Majeure Event for a continuous period in excess of 28 days the other Party shall be entitled to terminate the Contract immediately.

 

10. No Waiver

No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

 

11. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Contract into full force and effect.

 

12. Variation

Other than as set out in these Terms, no variation of the Contract including, but not limited to, the introduction of any additional terms, shall be effective unless it is made in writing and signed by the Parties (or their authorised representatives).

 

13. Severance

In the event that one or more of the provisions of the Contract is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Contract. The remainder of the Contract shall be valid and enforceable.

 

14. Assignment and Sub-Contracting
    • Subject to clause 14.2, the Contract shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
    • We shall be entitled to perform any of the obligations undertaken by us through any other member of our group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Contract, be deemed to be an act or omission of the Party in question.

 

15. Third Party Rights
    • No part of the Contract shall be intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.
    • Subject to this clause 15, the Contract shall continue and be binding on the transferee, successors and assigns of either Party as required.

 

16. Relationship of the Parties

Nothing in the Contract shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Contract.

 

17. Notices

All notices under the Contract shall be sent by email to the last known email address of the receiving party and shall be deemed to have been received when sent, but if they are sent outside Business Hours shall be deemed to have been received at 9:00am on the next Business Day.

 

18. Entire Agreement

Each Party acknowledges that, in entering into the Contract, it shall not rely on any representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in the Contract.

 

19. Law and Jurisdiction
    • The Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
    • Any dispute, controversy, proceedings or claim between the Parties relating to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.