1.0 Recital of Appointment:
1.1 These Terms and Conditions of Appointment set out the terms under which the “Client” and/or the “Clients Representative” has/have engaged Twoplustwo to provide Services.
1.2 The Client and/or Clients Representative, as the case may be, agree(s) to be bound by them and agree(s) to be responsible for payment of Twoplustwo Fees and Disbursements and any other sums that become due to Twoplustwo under this Agreement.
1.3 Where this Agreement is entered into by the Client’s Representative, both the Client’s Representative and the Client will be jointly and severally liable for the payment of Twoplustwo’s Fees and Disbursements and any other sum which may become due to Twoplustwo under this Agreement.
2.0 Definitions:
2.1 “The Client” means the lawyer, insurer, Government Department, Local Authority, company, firm, joint venture (unincorporated or otherwise) or any other body or person(s) instructing Twoplustwo.
2.2 “Twoplustwo” means Twoplustwo Commercial Services Ltd (Registered Number 6318842) appointed hereunder to advise and/or provide services and includes all personnel engaged or employed by Twoplustwo.
2.3 “The Client’s Representative” means the Lawyer, Insurer, person(s), Government Department, Local Authority, company, firm, joint venture (unincorporated or otherwise) or any other body or person(s) who has instructed Twoplustwo for and on behalf of the Client.
2.4 “Parties” means the Client and/or Client’s Representative and Twoplustwo.
2.5 “Services” are those agreed between Twoplustwo and the Client and/or Client’s Representative.
2.6 “Fees” means the agreed charges for Services payable by the Client and/or Client’s Representative to Twoplustwo.
2.7 “Disbursements” means all reasonable expenses necessarily incurred in rendering advice and services including but not limited to the disbursements set out in Clause 6.0.
2.8 “Agreement” means the written or oral agreement of Twoplustwo and the Client and/or Client’s representative incorporating these Terms and Conditions of Appointment.
2.9 “Term” means the period during which Services are rendered, as set out in Clauses 6.1 and 6.2.
2.10 “Written Quotation” means the written quotation issued by Twoplustwo to the prospective Client and/or Client’s Representative as attached to these terms and conditions.
3.0 Obligations of the Client and/or Client’s Representative:
3.1 The Client and/or Client’s Representative undertake(s) to:
3.1.1 Provide Twoplustwo with full instructions in writing supported by legible copies of all relevant documents unless for specific reasons otherwise agreed.
3.1.2 Deal promptly with every reasonable request for instructions, authority, information and documents.
3.1.3 Not alter or permit others to alter Twoplustwo reports.
3.1.4 Provide Twoplustwo with a reasonable period of prior written notice of every hearing, meeting or other appointment at which Twoplustwo will or may be required, details of the address at which the hearing meeting or other appointment is to take place;
3.1.5 Ensure that Twoplustwo is at all times in funds and to promptly discharge Twoplustwo’s Fees and/or Disbursements.
3.1.6 Pay in full all Fees and/or Disbursements irrespective of the outcome of any detailed or summary assessment of costs, unless otherwise agreed in writing by the Director responsible for the Services.
4.0 Obligations of Twoplustwo:
4.1 Twoplustwo shall provide the Services described in Clause 1.1.
4.2 In connection with the provision of the Services Twoplustwo shall:
4.2.1 Use reasonable skill and care in the performance of the instructions received.
4.2.2 Promptly notify the Client of any matters including a conflict of interest or lack of suitably qualified and experienced personnel which could disqualify or render it undesirable for Twoplustwo to have a continued involvement with the case.
4.2.3 Use reasonable endeavours to make personnel available for all hearings meetings and other appointments of which Twoplustwo has received a reasonable period of prior written notice.
4.2.4 Use reasonable endeavours to procure that at any meetings attended by Twoplustwo personnel, such personnel adhere strictly to the written terms of reference/instructions.
4.2.5 Not negotiate with the opposing party or adviser unless specifically instructed to do so by the Client.
4.2.6 Produce all relevant information to allow the Client to defend the reasonableness of Twoplustwo’s Fees and/or Disbursements at any detailed or summary assessment of cost.
4.3 Where Twoplustwo is instructed to act as an Expert Witness in a disputed matter, the primary duty of the person(s) instructed shall be to the Court or the Tribunal determining the matter. Twoplustwo will at all times act in accordance with the Civil Procedure Rules and Court or Tribunal Practice directions relating to the duties and conduct of experts and the preparation of expert reports. If instructed to act as an Expert Witness Twoplustwo will be entitled to 150% uplift on their agreed rates. If Twoplustwo is instructed by the Client, the Client Representative or anyone else in connection with such appointment, to do anything which is inconsistent with Twoplustwo duties to the Court or Tribunal. Twoplustwo shall be entitled to decline those instructions and may terminate this Agreement by giving notice of its intention to do so in writing. Twoplustwo shall not be liable for any costs, expenses or losses howsoever arising as a result of the termination.
4.4 If Twoplustwo terminates this Agreement under Clause 4.3 the Client and/or Client’s Representative shall remain responsible for Twoplustwo Fees and Disbursements up to the date of termination, which shall be invoiced in accordance with Clause 6.0.
4.5 Twoplustwo’s liability for any event is limited to, and in the aggregate, 10% of the overall value of the Services.
5.0 Personnel:
5.1 Twoplustwo will always seek to ensure that the same personnel provide the Services for the duration of the Term. From time to time however changes may be necessary, and Twoplustwo shall provide reasonable notice of any to the Client and/or Clients Representative and will discuss any change to personnel before the change takes place and agree suitable alternatives.
5.2 Twoplustwo’s personnel are its assets; it is a condition of this agreement that the Client does not solicit them, directly or indirectly. In the event that the Client engages any Twoplustwo personnel who may have been, have been or are party to this agreement and who have, or would have, been affiliated with Twoplustwo at any time in the previous twelve months then the Client will reimburse Twoplustwo the equivalent of three months full time fees in relation to said personnel. Payment is immediate and upon receipt of an appropriate invoice.
6.0 Fees & Disbursements:
6.1 This Agreement shall commence either by:
6.1.1 Conduct of the parties;
6.1.2 Receipt of a letter or oral instruction from the Client and/or Client’s Representative confirming the instruction of Twoplustwo and / or acceptance of a Written Quotation for the provision of Services enclosing these terms and conditions; or
6.1.2 Receipt of a copy of this Agreement, executed by the Client and/or the Client’s Representative.
6.2 The Agreement shall terminate either on the completion of the Services or earlier termination if applicable. During the Term of this Agreement, the Client and/or the Client’s Representative shall pay Twoplustwo on the fee basis set out in Twoplustwo’s Written Quotation as accepted orally or in writing by the Client and/or Client’s Representative.
6.3 In addition to the Fees set out in the Written Quotation, unless clearly included in the Written Quotation, the Client and/or the Client’s Representative shall reimburse Twoplustwo all Disbursements including travelling and other out-of-pocket expenses wholly, exclusively and properly incurred in the provision of the Services at the following rates:
Disbursement Charge
Mileage £0.50 per mile
Courier at cost
Postage at cost
Stationery / Printing at cost
First Class Rail Travel at cost
Business Class Air Fares at cost
Accommodation/Subsistence at cost
6.4 Fees and Disbursements are exclusive of Value Added Tax (VAT). To the extent that VAT is chargeable to the Client and/or Client’s Representative. VAT will be added at the current rate to payments due.
6.5 Subject to agreement otherwise between the parties, fees and/or Disbursements will be invoiced on a monthly basis for Services provided until the last Friday of each month. Invoices are payable within 28 days of the date of each invoice.
6.6 Fee and Disbursement’s rates are reviewed annually on 1 April In the event that Fees and/or Disbursements are to be adjusted. Twoplustwo will notify the Client and/or the Client’s Representative at least 28 days before the proposed increase takes effect.
6.7 Twoplustwo may request at any time, a payment on-account of incurred and/or future Fees and/or Disbursements. Twoplustwo will provide a breakdown of the amount requested and shall state the reasonable grounds for making such a request. The Client and/or Client s Representative shall pay the requested on-account payment within 3 working days of the date of issue. In the event of a request for an on-account payment being made. Twoplustwo may suspend provision of the Services until payment has been received.
6.8 Twoplustwo may request at any time a parent company guarantee (or similar guarantee). Twoplustwo may suspend provision of the Services until a guarantee has been provided.
6.9 If any invoice is not paid by the Client and/or Client’s Representative within the period stated in Clause 6.5. then Twoplustwo shall be under no further obligation to perform the Services and may, at its discretion, suspend or terminate the performance of Services forthwith. In particular, Twoplustwo will not be required to attend meetings or Hearings, whether or not to give evidence, until such time as payment in respect of all overdue invoices is received.
6.10 Twoplustwo shall be entitled to invoice and to recover from the Client and/or Client’s Representative, interest at the rate of 8% above the Base Rate of the Bank of England current at that time, on all unpaid Fees. Disbursements or other sums due under this agreement for the period from the date that payment became overdue until the receipt of payment.
6.11 Any unpaid Fees, Disbursements, interest or any other sum due under this Agreement shall be recoverable as a debt. The full amount of Twoplustwo’s administration legal and other costs of recovering the same shall also be recoverable as a debt.
6.12 If the Client and/or Client’s Representative does not pay an invoice within the period stated in Clause 6.6. Twoplustwo shall be entitled to take such action as is necessary to recover any outstanding sums whether by way of legal proceedings or otherwise. The Client and/or Clients Representative hereby agree(s) to fully indemnify Twoplustwo in respect of any administration, legal and other costs which may be incurred in recovering any unpaid Fees and/or Disbursements.
6.13 Twoplustwo shall be entitled to retain any and all documents, papers and instructions until all unpaid Fees and/or Disbursements and costs that are due under this Agreement have been paid.
6.14 If the Client and/or Client’s Representative uses a third party payment service for the processing and payment of Fees and Disbursements for Services rendered the Client and/or Clients Representative remain bound by the terms of this agreement and liable for all Fees and Disbursements for Services rendered.
6.15 If the Client and/or Client’s Representative is joint venture (either incorporated or unincorporated) or any other body then each party of the joint venture or other body is jointly and severally liable for all Fees and Disbursements for services rendered.
7.0 Intellectual Property:
7.1 The intellectual property rights of all original work created by Twoplustwo shall remain vested in Twoplustwo unless and until both Parties expressly agree in writing otherwise.
8.0 No Waiver:
8.1 Neither Party shall be affected by any delay, failure in exercising, nor any partial exercising of each others rights under this Agreement unless that Party has signed an express written waiver or release to that effect.
9.0 Third Parties:
9.1 The Parties to this Agreement agree that the provisions of the Contracts (Rights of Third Parties) Act 1999 shall be excluded and shall not apply to this Agreement.
10.0 Governing Law:
10.1 This Agreement is governed by and shall be construed in accordance with English Law. Both Parties submit to the non-exclusive jurisdiction of the courts of England and Wales.