Terms of Business
These terms and the letter, instructions, retainer and authority with them together “the Agreement” are to confirm the basis upon which Employment Matters a limited liability company registered in Ireland with it’s registered office at No. 4, Canada Street, Waterford “EM” will provide the consultancy services set out in the Letter (“the Services”) to you.
If you have any queries in relation to the contents of this document, please feel free to discuss these with Sean Ormonde. EM ask that you confirm your agreement by signing and returning the enclosed instructions, retainer and authority as instructed, although in the meantime EM shall assume unless told to the contrary that you accept the contents of this Agreement. Unless and until told to the contrary, this Agreement is legally binding and EM shall commence or continue work and provide services on the basis of this Agreement.
In this Agreement “Business Day” means any day from Monday to Friday but excluding Irish bank holidays or public holidays. “Disbursements” means all legal fees and necessary payments and out-of-pocket expenses made by EM on your behalf to agents, experts and/or third parties required for the proper provision of the Services. The term EM includes Sean Ormonde.
Provision of the Services
EM will provide the agreed services to you as set out in the Agreement.
Sean Ormonde of EM will have primary responsibility for your work. He will carry out most of the work on your affairs personally, although assistance and other personnel or service providers may work on your affairs were appropriate.
Reporting and Communication
EM is committed to keeping you informed in relation to all matters relating to the Services. EM will keep you updated on progress, advise you of any potential problems or delays, seek your instructions in relation to strategy and keep you informed about costs. If you wish at any time for an update on your matters, please contact Sean Ormonde, who is available to you on reasonable notice between 9 AM and 6 PM on a Business Day or as agreed.
You must notify your requirements to EM and provide all information, assistance and documents (“your Materials) reasonably requested by EM to enable the performance of the Services.
You must advise EM as soon as reasonably practical of any developments that may affect any matter which EM is acting for you or that may materially affect the accuracy of your Materials or the performance of the Services.
EM will return your materials to you at any time on written demand on the payment in full of any outstanding costs, disbursement or professional fee.
The intellectual property rights including copyright in any materials that EM produces belongs to EM and you do not obtain ownership of the copyright in documents produced by EM at any stage. EM grants a royalty free, irrevocable, non-exclusive licence to you to use any materials produced for the purpose for which they were produced as part of the Services. This license is only granted from the date EM has been paid in full for its services and you have no licence until that day.
You may not pass copies of any materials to anyone else other than parties to your arrangements and your professional advisers in relation to their entering into arrangements with you or on your behalf. For example you may not pass copies in any format to any consultants or to other businesses for their own application adaptation or use and EM accepts no liability for any use of the materials other than by you for the purposes for which they were intended.
Maintenance of records
EM tries to minimise paper use by keeping records only in electronic format including scanning then destroying all the original signed documents where possible and appropriate.
On completion of the Services, EM will either archive paper files, destroy them in accordance with the agreed destruction protocol or return them to you. In the event that EM archives files EM has the option to convert such files into electronic media or any other format for storage.
Any archive files will be retained for a period of up to six years after which time unless previously agreed otherwise in writing, such files will be destroyed or return to you, at EM’s option and without further notice to you.
Fees and Disbursements
EM is committed to transparency in relation to fees. Please contact Sean Ormonde at any time if any aspect of these is not clear to you.
In the event that you decide not to proceed after a fixed fee agreement has been entered into, you are still contractually bound to pay the full amount. However, EM may at its discretion agree to waive this and to charge you for a proportion of the work completed or on the basis of the time spent. The same will apply where a fixed fee agreement is terminated for any reason. Any payments in advance are non-refundable
Where an hourly rate is agreed the hourly rate for a Director or Senior Associate will be €350 per hour unless agreed otherwise in the Agreement but the hourly rate may be changed by notice to you for new work but not changed for work already agreed to be completed. Details of EM’s future rates will be notified to you from time to time and are always available on request.
In general terms, EM’s charges are based what is fair and reasonable in particular circumstances. The time spent on the matter is only one factor but other factors such as the complexity, difficulty or novelty of the matter, the specialist expertise and responsibility involved, the amount of money involved and the degree of urgency or importance may also effect the fees charged. In particular, where fixed fee or retainer-based fees have been agreed, is important to note that the fees reflect an element of EM’s development time spent in preparation of precedent documents and not just the time spent on a particular matter.
You will reimburse EM for all disbursements incurred in the proper performance of the duties under this agreement. On request EM will provide you with receipts or other evidence of disbursements as you reasonably require. EM may invoice you for disbursements at any time after payment on your behalf or may ask you to pay for disbursements directly yourself. Disbursements may include, where appropriate, stamping, postage, printing or related costs, in particular where it is necessary to use outside suppliers.
All sums in this Agreement are exclusive of VAT, unless otherwise stated, which where applicable will be payable by you in addition at the rate and in the manner for the time being by the law.
Payment of Bills
In consideration of the provision of the services, you must pay to EM the fees in accordance with this clause. Payment can be by cheque payable to Employment Matters or by electronic funds transfer.
EM’s fees are calculated on the basis of prompt payment. You must pay any unpaid invoices properly submitted by EM at the latest within 15 days of the date of the invoice.
For fixed fees, the payment terms unless agreed otherwise are payment in three amounts, the first in advance, the second after one month and the third on completion.
For other fees, EM may submit final invoices at any time after completion of the Services and interim invoices monthly unless agreed otherwise.
In some circumstances, for example for single fixed fee work or for new clients, you may be asked to pay all or some of the fees in advance.
In all circumstances other than when payment is requested in advance, Where the Services have commenced, but are not finished within a period of two months or more for reasons other than delay by EM, EM reserves the right to invoice for all Services performed up to that date on the basis of time spent or a proportion of work completed. If the Services complete at a later date EM will on completion invoice you for the remaining fees.
If your payment may be delayed, please discuss this with Sean Ormonde as soon as possible.
If you have not agreed any alternative arrangement and any bill owed to EM is not paid within 15 days of its date, EM may, without prejudice to other rights, charge interest on the outstanding amount from the date one month after the date of the bill at a rate equal to the rate payable on judgement debts from time to time. EM will also be entitled to refrain from continuing to act on your behalf and to retain your materials until all sums that are owed to EM are paid. All documents, precedent materials produced by EM are not licensed for use until such time as the sums due for those items or Services are paid for in full.
EM will perform services in accordance with this agreement in compliance with any performance standards agreed with you and with all due and reasonable skill, care and diligence including good industry practice.
You may be sent a feedback form to complete. Your feedback form may be shown to third parties for quality assessment purposes unless you indicate otherwise.
Limitation of Liability
EM’s role is as you professional adviser. EM acts as your advisor on your instructions and as a consultant to you but it is your responsibility to check all documents and to ensure that you notify EM of any part of draft documents that you want changed or that you do not understand them if that is the case. Ultimately all decisions, whether based on EM’s advice or not, are yours including decisions on whether to proceed with litigation or otherwise or whether it is commercially viable to do so and it is hereby acknowledged by you that there may be considerations in addition to those advised on that may influence your decisions
For the reasons set out above, EM has no liability to you for loss of profits, goodwill, revenue, anticipated savings, use of contracts, loss or corruption of data, nor any indirect or consequential loss, damage or expense.
EM’s liability to you in respect of death or personal injury resulting from our negligence is unlimited. Other than that, EM’s total liability to you shall not exceed the total fees paid by you to EM for the services that form the basis of any claim.
The exclusions and limitations of liability set out in these terms exclude and Limit all of EM’s liability to you for all matters arising in connection with this agreement or the services whether in contract, tort (including negligence), breach of statutory duty or otherwise.
EM will maintain strict confidentiality to you in respect of your matters. The exceptions to this are when you authorise EM to disclose information, where EM was required to make a disclosure under regulations and legislation or where the information is already within the public domain.
Unless you tell us otherwise, you agree that EM is authorised to disclose that you were a client of the firm and to disclose that EM acted for you on any matter where information on that matter is in the public domain and on any other matter where you consent to such disclosure.
Although most Internet e-mail messages reach their destination safely, the Internet is not always private, secure and reliable. Therefore EM advises you, for security and reliability reasons, to avoid using the Internet for sending to EM or receiving from EM messages or documents which are confidential or time critical. If you do not wish EM to use e-mail to communicate with you or to send sensitive documents to you, please notify EM of this.
Unless you instruct EM otherwise, EM will assume however that if you have provided us with an e-mail address and have communicated with EM by e-mail, then you so authorise EM to use e-mail as a form of communication with you for all advice and for sending documents.
Grievances and Disputes
EM operates a procedure to help address any issues that you would like to raise. EM will always deal with any issue or problem promptly and in a professional manner. Any complaints or issues regarding services or service delivery should be addressed in the first instance to Sean Ormonde.
No one other than EM and you have any rights under this Contracts or otherwise to enforce the terms of this Agreement.
EM may, by written notice to you, assign or transfer this agreement and EM’s obligations under this agreement to any firm including any partnership, limited partnership or limited liability company that may be the successor in title to EM’s business or a substantial part of EM’s business provided that the services continue to be performed at least to an equivalent standard of otherwise in accordance with this agreement.
EM may, by one month’s written notice to you, modify this agreement at any time to reflect EM’s current practice.
This agreement sets out the entire agreement between the Parties in relation to the Services and supersedes any previous agreement. All warranties, representations, collateral contract or assurances not set out in this agreement are excluded but with no limit or exclusion of liability for fraud.
This agreement shall be read and construed and take effect as an agreement made under Irish law subject to the exclusive jurisdiction of the Irish courts.