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General Terms of Business
1.1 This document sets out the standard terms on which Entry Clearance Services Ltd accepts instructions and delivers services. Please read it together with your Client Care Letter.
1.2 In the event of any inconsistency between your Client Care Letter and the General Terms of Business, the Client Care Letter will prevail.
2- Corporate Structure
2.1 Entry Clearance Services Ltd (also referred to as “we” and “us” ) is an English limited company.
3- Scope of our Services
3.1 Services we provide to you will be described in your Client Care Letter and may be varied by agreement during the course of any matter or during the course of the on-going engagement.
3.2 We will not be responsible for any failure to advise or comment on any matter that falls outside the scope of your instructions.
3.3 Advice given by us is provided for the purpose of the instructions to which it relates and for your benefit. It may not be used or relied on for any other purpose or by any person other than yourself or your affiliates.
3.4 A third party who is not a party to these Terms of Business has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any of these terms, but this does not affect any right or remedy which exists or is available apart from that Act.
3.5 Nothing in these Terms of Business, and nothing in our statements or other materials provided to you, including your Client Care Letter, is to be construed as a promise or guarantee as to the outcome of any immigration matter.
4- Your responsibilities
4.1 To ensure that we can carry out our services in a timely, effective and professional manner, we will require your full assistance and cooperation throughout the course of our engagement to provide services. This may include provision of accurate and complete information and documentation requested by us and the provision of timely instructions and responses to questions. Because it is important that we can contact you regarding our representation, you agree to provide us with pertinent changes to your contact information, including the location of your principal offices, correct legal entity name(s) for government applications, phone numbers and e-mail addresses.
4.2 Payment of any bill is required within 14 days of dispatch of the bill (please refer to clause 5.1.).
5 Fee Charges and Expenses
5.1 The basis on which we will charge for our services is set out in your Client Care Letter.
5.2 Please note that all fees are quoted exclusive of VAT or other taxes applicable to certain jurisdictions and disbursement costs. Disbursement charges may include, but are not limited to, government filing fees, courier and special delivery postage fees, messenger fees, photocopying, long distance calls and translation/legalisation/notary fees.
5.3 VAT or other similar taxes, if applicable, is payable on certain disbursements and expenses.
5.4 We reserve the right to charge you for any losses, which we may incur on foreign currency, disbursements and expenses resulting in changes to the exchange rates between the date our bill is dispatched and the date of its payment.
5.6 You may require additional services from Entry Clearance Services Ltd either in relation to particular UK immigration matters or with regard to Global Global, related immigration matters. We will discuss the estimated fees and provide details of the scope of these additional services at the appropriate time and to provide a written estimate of costs in advance of any work being undertaken.
5.7 Should any circumstances arise which require significant extra work, an additional fee may be incurred. Instances where an additional fee may be incurred include but are not limited to:
• Situations where family members apply for their visa separately from the main applicant;
• Where work is required urgently and/or an expedited request has to be made to the relevant authorities;
• Where health or character problems arise;
• Where the assignment of a contractor is involved;
• Complications that arise in relation to entry clearance or any other consulate based applications;
• Significant changes in policy, processes, practice or legislation.
5.8 We will discuss the matter with you in full prior to commencing any additional work and would provide a written estimate of costs in advance of undertaking the additional work required.
5.9 Where you cancel an instruction at any point following initiation of a matter, we will charge you a pro rata amount of the agreed fee based on the amount of work undertaken as of the date we receive your cancellation instructions.
5.10 We renew our charging rates at appropriate and regular intervals. We shall of course let you know of any changes that will affect you.
6 -Payments for Work Undertaken
6.1 Unless specifically agreed otherwise in your client care letter, all bills rendered are to be settled within 14 days of the date of dispatch of the invoice. If any element of a bill is queried in good faith, that part of the bill, which is not subject to query is to be paid by the due date. If you have queries on any bill, please raise them with the Entry Clearance Consultant dealing with your case or responsible for your account as soon as possible.
6.2 If you are instructed us a a private client, unless specifically agreed otherwise in your client care letter, our fees and disbursements must be paid up front.
6.3 We reserve the right to charge interest.
6.4 If any bill is not paid in full within 14 days of date of dispatch of the invoice, we reserve the right to charge interest on the outstanding amount at a rate of 4% above the base rate of Barclays Bank PLC. Interest will accrue from 14 days after the date of dispatch of the invoice until the date of payment.
6.5 If an account is overdue for payment, which we define as an amount that remains outstanding for more than 14 days after dispatch of the relevant bill we also reserve the right to suspend work and to retain documents and papers belonging to you, irrespective of the matters to which they relate, until all sums owed to us are paid.
6.6 We reserve the right at any time to apply any sums held on account against any outstanding amounts owed by you to us, whether or not the sums on account relate to any matter where there are outstanding amounts owed by you to us.
6.7 If you ask for a bill to be varied after issue and instructions differ from your original instruction we reserve the right to charge you an administrative fee of £75 + VAT per invoice.
6.8 If the laws of another jurisdiction require you to withhold or deduct from amounts owed to us in order to comply with tax or other requirements, we reserve the right to require you to pay an additional sum to ensure that we receive full payment of amounts billed.
7 -Payments on Account of Costs
7.1 We may ask you to provide funds to us in advance to cover all or part of our expected fee charges, disbursements or expenses, either at the start of the matter or as it progresses.
7.2 In these cases and/or in cases where you agree that we can raise our bill at the start of a matter, any such funds will be held by us in our general client bank account (held with a Major High Street Bank) until such time as we have paid a disbursement on your behalf and/or we complete the work we are instructed to assist with. Full details of the account are available on request.
7.3 Money held by us may be used by us to discharge unpaid billed costs, whether overdue or not, or on billed disbursements paid on your behalf.
7.4 Where we have asked you to pay an amount on account, you agree that we do not have to pay you interest on such sums held by us.
8- Data Protection
8.1 Entry Clearance Services Ltd is bound by the requirements of the Data Protection Act 1998 and other applicable data protection laws and regulations. Information you provide us with during the course of our engagement will be kept confidential and released to third parties only as required to fulfill your instructions and adequately perform services to you, or as required by law.
8.2 You agree that we may obtain, use, process and disclose personal data to enable us to discharge the services under this engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance.
8.3 We produce Client Alerts and organize seminars. We may use your personal information to send you t details of events that we believe would be of relevance and interest to you. Please let us know if you would prefer not to receive such documents and invitations without your express consent.
9 -Retention of Documentation
9.1 At the end of your matter, following payment of all outstanding costs, any original property belonging to you will be released at your request.
9.2 Our files shall contain copies of all relevant documents in respect of each matter and will be stored and kept for at least six years. During storage they will be readily obtainable if required. You agree that we may retain a third party provider to undertake storage of documents.
9.3 After six years, the files may be destroyed without further notice to you We will not destroy documents that you ask us in writing to hold in safe custody.
9.4 We do not normally make a charge for retrieving stored papers or deeds in the context of new or revived instructions. In other cases we may make an administrative c spent in any review or sorting of the papers necessary to comply with your instructions or for producing sorted papers to you or third parties at your request. We may also charge for reading, correspondence or other work necessary to comply with your instructions.
9.5 To maintain our specialist knowledge we may copy and store in our knowledge management system legal advice given by us and Counsel instructed by us in any matter. When we do so, we will keep any information confidential and secure.
10.1 All information as disclosed by you, or your personnel, whether commercial, financial, technical or otherwise, disclosed to us in connection with your instruction will be regarded as and kept confidential at all times unless you instruct us to disclose information or we are required to do so by law. We may make a charge for work relating to any such instructions or requirement.
10.2 Please note that we do on occasion outsource typing/photocopying/translation work on our files to ensure prompt turnaround. We will always seek a confidentiality agreement with such outsourced providers. Please let us know as soon as possible if you have any questions about these arrangements.
11.1 You may terminate instructions to us in writing at any time. We will be entitled to retain your papers and documents, including personal documents, where money is owed to us in respect of our legal fees and expenses.
11.2 We reserve the right to cease acting for you if we have good reason in accordance with our ethical obligations. Such reasons would include but are not limited to, our inability to obtain clear or proper instructions, a breakdown in mutual trust and confidence, if you fail to pay our bill or comply with a request for payment on account, or if in our professional judgment, we do not consider it appropriate to continue to act for you. We will give reasonable notice of our decision to cease acting on your behalf.
11.3 If you or we determine that we will no longer act for you, you will be required to pay all legal fees and expenses incurred prior to termination, including those that have not yet been billed at the point of termination.
12 -External Audit
12.1 External firms or organizations may conduct reasonable audit or quality checks on our practice. These external firms or organisations are required to maintain confidentiality in relation to your files.
13 -E-mail Communication
13.1 Our work requires that we communicate with you or on your behalf via the Internet. Despite our use of an industry standard firewall containing virus protection, we cannot guarantee the timeliness or security of such communications or that such communications will maintain their status as privileged documents if accessed by a third party.
14.1 Services provided as set out in the relevant Client Care Letter are provided solely Entry Clearance Services acting through the agency of its employees.
14.2 Entry Clearance Services confirms that it has professional indemnity insurance at the required level and in line with its professional obligations and responsibilities. Details of our insurer are available on request.
14.3 No director or employee assumes any personal responsibility to you and hence no director or employee owes you any personal duty of care.
15 -Limitation of Liability
15.1 Our liability to you for a breach of your instructions, or the wrongful act or omission of directors in the course of the business of Entry Clearance Services, or the wrongful act or omission of employees in the course of their employment shall not exceed GBP £1M, unless we expressly state a higher amount in the Client Care Letter accompanying these Terms of Business.
15.2 We will not be liable for any consequential, special, indirect, incidental or exemplary damages, costs or losses or any damages, costs or losses attributable to lost profits or opportunities.
15.3 We do not seek to limit our liability beyond that which we lawfully can. We do not seek to limit our liability for death or personal injury caused by our negligence or that of our directors or employees.
16 -Further Limitation of Liability
16.1 You agree and accept that we neither control the Home Office nor do we control or operate the services provided by them. Hence we cannot be held liable or responsible in any manner whatsoever for the loss or damage to an applicant documents whilst in their possession.
16.2 Similarly we would not be held responsible in any manner whatsoever for any clerical error(s) that may be made by the Home Office when endorsing your passport (or that of your employee) or issuing your residence permit card (or that of your employee).
16.3 You agree and accept that the courier acceptance and delivery service through which the documents are returned to you (or your employee) is operated by a third-party. We do not control or operate any courier company, neither do we control or operate any facility or service provided by the courier company. We therefore disclaim any and all liability for any loss or damage caused to you or any third party, in the event that any of your documents (or that of your employee), including their passport, are delayed/ misplaced/ lost/ damaged by the courier company, whether such delay/ misplacement/ loss/ damage result from negligence, accident or any other cause.
16.4 In no event shall we or our representatives be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever due to such delay/ misplacement/ loss/ damage of the documents, including the your passport (or that of your employee).
16.5 You agree that the foregoing limitation of liability is an agreed allocation of risk between the parties and this limitation of liability is and shall be an integral part of this terms.
17.1 Entry Clearance Services is committed to high quality legal advice and client care. If you are unhappy about any aspect of the service you have received, or about the bill, please contact the Senior consultant responsible for you account or the Director as indicated in your Client Care Letter. We will investigate your compliant promptly and carefully with a view to resolving difficulties.
17.2 If you are not satisfied with our handling of your complaint you should contact the OISC – – Complaint Section, 5th Floor, Counting House, 53 Tooley Street, London, SE1 2QN. Further information regarding the OISC can be found on www.oisc.gov.uk.
18 -Equality and Diversity
18.1 Entry Clearance Services is committed to promoting equality and diversity in all of its dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.
19 -Governing Law
19.1 This Agreement shall be subject to and governed by the Laws of England and Wales. You and we irrevocably agree that the Courts of England shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) that may arise in connection with the validity, effect, interpretation or performance of, or the legal relationship established by, this Agreement or otherwise arising in connection with this engagement.
20 -Application of Terms and Amendment
20.1 These Terms of Business supersede earlier terms agreed with you and will apply to all services referenced in your Client Care Letter and all subsequent services we provide to you.
20.2 We may be required to amend or supersede terms with new terms from time to time. Where we do so, we will advise you of the proposed changes. If we do not hear from you to the contrary within 10 days of such notification, the revised or new terms shall take effect from that point onwards.