Terms and Conditions

CONTENTS

CLAUSE

• 1. Interpretation
• 2. Basis of contract
• 3. Supply of Services
• 4. Customer’s obligations
• 5. Charges and payment
• 6. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
• 7. General

1. 1. Interpretation The following definitions and rules of interpretation apply in these Conditions.

• 1.1 Definitions:
  • Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
  • Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
  • Commencement Date: has the meaning given in clause 2.2.
  • Conditions: these terms and conditions as amended from time to time in accordance with clause 9.5.
  • Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
  • Customer: the person or firm who purchases Services from the Supplier.
  • Customer Default: has the meaning set out in clause 4.2.
  • Excluded Services has the meaning set out in clause 2.6.3.
  • Order: The Customer’s order for Services using the supplier’s order form available on its website, or otherwise as the case may be.
  • Services: the provision and completion of forms of Lasting Power of Attorney (LPA) supplied by the Supplier to the Customer.
  • Supplier: SIMPLY LPA LIMITED registered in England and Wales with company number 12866869.
• 1.2 Interpretation:
  • (a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  • (b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • (c) A reference to writing or written includes fax and email.

1. 2. Basis of contract
   • 2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
   • 2.2 The Order shall only be deemed to be accepted when the Supplier confirms written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).
   • 2.3 Any descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s website or brochures, are issued, or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
   • 2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
   • 2.5 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
   • 2.6 For the avoidance of any doubt the Customer acknowledges and irrevocably confirms:
     • 2.6.1 that the Customer knows and accepts that the Supplier is not a law firm and therefore cannot under any circumstances give any legal advice on any aspect of LPAs or their suitability to specific circumstances.
     • 2.6.2 that the Supplier cannot advise on any of the following matters:
       • 2.6.2.1 the choice or suitability of attorneys, or persons providing certificates of capacity.
       • 2.6.2.2 powers and limitations of attorneys acting under LPAs.
       • 2.6.2.3 the effect of exercise of LPAs on any family members or beneficiaries of the customer’s estate.
       • 2.6.2.4 the specific application of an LPA to the Customer’s circumstances.
       • 2.6.2.5 or any legal matters whatsoever and howsoever.
     • 2.6.3 that the Customer must obtain advice only from a solicitor authorised and regulated by the Solicitor’s Regulation Authority on all or any issues pertaining or arising from matters contained or referred to in clauses 2.6.1, 2.6.2, 2.6.2.1, 2.6.2.2, 2.6.2.3, 2.6.2.4 or 2.6.2.5 (“ the Excluded Services ”) which are specifically excluded from the scope of the services provided by the Supplier to the Customer under the Contract and the Customer must rely solely and exclusively on the advice given by a regulated solicitor in respect of the Excluded Services.

1. 3. Supply of Services
   • 3.1 The Supplier shall supply the Services to the Customer.
   • 3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in any order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
   • 3.3 The Supplier reserves the right to amend the LPA forms or registration application if necessary to comply with any applicable law or regulatory requirement, and the Supplier shall notify the Customer in any such event.
   • 3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
   • 3.5 For the avoidance of doubt, no excluded services are provided by the Supplier to the Customer.

1. 4. Customer’s obligations

• 4.1 The Customer shall:
  • (a) ensure that the terms of the Order and any information the customer provides are complete and accurate.
  • (b) co-operate with the Supplier in all matters relating to the Services.
  • (c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects.
• 4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
  • (a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations.
  • (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
  • (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

1. 5. Charges and payment

• 5.1 The Charges for the Services shall be calculated in accordance with the fees set out in Supplier’s current price list at the date of the Contract displayed on its website or as set out in any written quotation given by the supplier to the customer. The Customer shall pay each invoice submitted by the Supplier in full on or before receiving the services and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
• 5.2 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) or any tax replacing VAT on the supply of services.. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
• 5.3 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
• 5.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

1. 6. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

• 6.1 The Supplier’s price for its services are based on the following assumptions:
  • (a) that the Supplier will not be responsible for the choice of attorney or for the actions or omissions of the attorney for which the donor will take sole responsibility; and
  • (b) that the supplier will not be responsible for the giving of any legal advice or specific application of LPAs to particular situations for which the Customer is required to obtain and rely solely and exclusively on the advice of an SRA regulated solicitor.
  • (c) that the supplier is responsible only for the production of the LPA form and its registration.
  • (d) that the Supplier’s liability shall be limited to refunding the price paid by the Customer for the Supplier’s services and the supplier’s liability shall not exceed the price paid by the Customer.
  • The Supplier has been able to make savings to its insurance costs on the basis of the above assumptions. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the price the Customer has paid for the services and the Customer is responsible for making his or her own arrangements for the insurance of any additional liability or loss.
• 6.2 References to liability in this clause 6 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
• 6.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
• 6.4 Nothing in this clause 6 shall limit the Customer’s payment obligations under the Contract.
• 6.5 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
  • (a) death or personal injury caused by negligence.
  • (b) fraud or fraudulent misrepresentation; and
  • (c) Subject to clause 6.3 (No limitation in respect of deliberate default), and clause 6.5 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer for any loss or damage shall not exceed the price paid by the Customer.
• 6.6 The caps on the Supplier’s liabilities shall be reduced by:
  • (a) payment of an uncapped liability.
  • (b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
• 6.7 Subject to clause 6.3 (No limitation in respect of deliberate default), clause 6.4 (No limitation of customer’s payment obligations) and clause 6.5 (Liabilities which cannot legally be limited), this clause 6.8 sets out the types of loss that are wholly excluded:
  • (a) loss of profits.
  • (b) loss of sales or business.
  • (c) loss of agreements or contracts.
  • (d) loss of anticipated savings.
  • (e) loss of use or corruption of software, data, or information.
  • (f) loss of or damage to goodwill; and
  • (g) indirect or consequential loss.
  • (h) Loss arising from excluded services.
• 6.8 The Supplier has given commitments as to compliance of the Services in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
• 6.9 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of having grounds to make a claim in respect of the event and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
• 6.10 This clause 6 shall survive termination of the Contract.

1. 7. General

• 7.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
• 7.2 Assignment and other dealings.
  • (a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
  • (b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
• 7.3 Confidentiality.
  • (a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the affairs of the other party, except as permitted by clause 7.3 (b).
  • (b) Each party may disclose the other party’s confidential information:
    • (i) to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 7.3; and
    • (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  • (c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
• 7.4 Entire agreement.
  • (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
  • (b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
  • (c) Nothing in this clause shall limit or exclude any liability for fraud.
• 7.5 Variation Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
• 7.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
• 7.7 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 9.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
• 7.8 Notices.
  • (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the order.
  • (b) Any notice or communication shall be deemed to have been received:
    • (i) if delivered by hand, at the time the notice is left at the proper address.
    • (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    • (iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  • (c) This clause 9.8 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.
• 7.9 Third party rights.
  • (a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  • (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
• 7.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
• 7.11 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.