Legacy HelpDesk Terms and Conditions

Please read these terms and conditions carefully as they form a contract between You and Us and govern use of and access to the Legacy HelpDesk Service by You.

By accessing or using the Legacy HelpDesk Service, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organisation or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity to these Terms, in which case the terms, “You,” “Your” or related capitalized terms used herein shall refer to such Entity. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not access or use the Legacy HelpDesk Service.

Application and entire agreement

  1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Legacy Link Consultancy Ltd (Consultant) a company registered in England and Wales under number 6023166 whose registered office is at The Office Group, The Gridiron Building, Pancras Square, London, N1C 4AG (We or Us) to the person buying the services (You).
  2. You are deemed to have accepted these Terms and Conditions when You accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
  3. You acknowledge that You have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that You try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Background

  1. The Consultant is engaged in business offering consultancy services in relation to the administration of charitable bequests, probate and related matters and has considerable skill, knowledge and experience in that field. For the avoidance of doubt the Consultant does not provide financial and/or investment advice in relation to the consultancy services it provides.

Interpretation

  1. A “business day” means any day other than a Saturday, Sunday or bank holiday.
  2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
  3. Words imparting the singular number shall include the plural and vice-versa.
  4. Data Protection laws incorporate all applicable laws in force on data protection, including but not limited to the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case as amended and the General Data Protection Regulation (EU) 2016/679;

Services

  1. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation.
  2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

Your obligations

  1. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
  2. If You do not comply with clause 10, we can terminate the Services.
  3. We are not liable for any delay or failure to provide the Services if this is caused by Your failure to comply with the provisions of this section (Your obligations).

Fees

  1. The fees (Fees) for the Services are set out in the quotation and are on a time basis.
  2. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and amendment

  1. We can withdraw, cancel or amend a quotation if it has not been accepted by You, or if the Services have not started, within a period of 1 day from the date of the quotation, (unless the quotation has been withdrawn).
  2. Either we or You can cancel an order for any reason prior to Your acceptance (or rejection) of the quotation.
  3. If You want to amend any details of the Services You must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to You.
  4. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify You immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

  1. We will invoice You for payment of the Fees on the first working day of the next calendar month when we have completed the Services.
  2. You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
  3. Time for payment shall be of the essence of the Contract.
  4. Without limiting any other right or remedy we have for statutory interest, if You do not pay within the period set out above, we reserve the right to charge You interest at the rate of 2% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
  5. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
  6. If You do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, You.
  7. Receipts for payment will be issued by us only at Your request.
  8. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Engagement Data

  1. You shall own all right, title and interest in and to all of the Engagement Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Engagement Data.
  2. The Consultant shall act only on documented instructions from You in respect of any Engagement Data processed and as agreed in writing between both parties from time to time;
  3. The Consultant may authorise a Contractor to process Engagement Data where the Contractor’s contract is on terms which are substantially similar to those set out in the Agreement and such contract terminates automatically on termination of the Agreement for any reason.

Data Protection

  1. Both parties will comply with all applicable requirements of the Data Protection Legislation.
  2. The parties acknowledge that for the purposes of the Data Protection Legislation, You are the data controller and the Consultant is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
  3. Without prejudice to the generality of clause 30, You will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Consultant for the duration and purposes of this Agreement.
  4. Without prejudice to the generality of clause 30, in relation to any Personal Data processed in connection with the performance by the Consultant of its obligations under this Agreement:
    1. the Consultant shall process that Personal Data only on the written instructions of You unless the Consultant is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Consultant to process Personal Data (“Applicable Laws”). Where the Consultant is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Consultant shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Consultant from so notifying You;
    2. each party shall take appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
    3. the Consultant shall assist You in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    4. the Consultant shall notify You immediately on becoming aware of a Personal Data breach;
    5. at the written direction of You, the Consultant shall delete or return Personal Data and copies thereof to You on termination of the Agreement unless required by Applicable Law to store the Personal Data;
    6. the Consultant shall ensure that its employees and contractors are appropriately trained to handle and process the Engagement Data in accordance with all applicable Data Protection Legislation and that such staff members are subject to binding written contractual obligations with You to keep the Engagement Data confidential (except where disclosure is required by applicable law); and
    7. the Consultant shall maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by You or Your designated auditor.
  5. You hold and process Personal Data relating to the Consultant in accordance with the Data Protection Legislation for legal, personnel, administrative and management purposes, for insurance purposes and in order to comply with legal requirements and obligations to third parties.
  6. The Consultant consents to You making such information available to those who provide products or services to You (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of You or any part of Your business. You may appoint a third party as a third-party processor of Personal Data under this Agreement.
  7. You shall indemnify and keep indemnified the Consultant and its Contractors against any costs, charge, damages, expense or loss which it causes the Consultant and/or its Contractors as a result of any breach by You of any of its obligations under this clause

Sub-Contracting and assignment

  1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

Liability and indemnity

  1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
  2. The total amount of our liability is limited to the total amount of Fees payable by You under the Contract.
  3. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
    1. any indirect, special or consequential loss, damage, costs, or expenses or;
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
    4. any losses caused directly or indirectly by any failure or Your breach in relation to Your obligations; or
    5. any losses arising directly or indirectly from the choice of Services and how they will meet Your requirements or Your use of the Services or any goods supplied in connection with the Services.
  4. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by You or Your agents or employees.
  5. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Communications

  1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
  2. Notices shall be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; or
    3. on the fifth business day following mailing, if mailed by national ordinary mail.
  3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Law and jurisdiction

  1. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.