+44(0) 20 8154 6031 info@merlys.uk

Merlys Consulting Limited (trading as Merlys) Standard Terms of Business

    1. Introduction
      1. In this document we set out the basis on which we, Merlys Consulting Limited will do business with you, the Client. In order to do this we provide you with:
        • A letter of engagement (also known as a client care letter) setting out the services we have agreed to provide for you
        • Our standard terms of business, which provide much more detail about the terms on which we provide our services which is this document.
      2. Both documents should be read carefully and in conjunction with one another. In the case of conflict our letter of engagement will override our standard terms of business.
      3. Unless otherwise agreed in writing, our standard terms of business apply to any instructions you give us, including any future instructions. We may update our standard terms and conditions of business from time to time and will notify you of any material changes.
      4. We require you to sign and return either the ‘Client agreement and confirmation’ sheet attached to the letter of engagement or a client information and instruction sheet (if provided) before we are able to act on your behalf. By signing it, you are agreeing to be bound by the standard terms of business and the letter of engagement.
      5. Should you not return a signed ‘Client agreement and confirmation’ sheet or a client information and instruction sheet, your continuing instructions will in any event indicate your agreement to be bound by the standard terms of business and the letter of engagement.
    2. Merlys Consulting Limited
      1. Any references to ‘the firm’, ‘we’ or ‘us’ in the letter of engagement or these terms of business is a reference to Merlys Consulting Limited, and where appropriate refers to our successor and predecessor firms, and all of our employees, consultants and members.
      2. Merlys Consulting Limited is a limited liability company. This means that your agreement for the provision of consulting services is with Merlys Consulting Limited (Company Registration Number 9769620). The firm’s registered office and principal place of business is at 38 Clarendon Street, London SW1V 4PS.
      3. All opinions, advice and services provided to you are provided by Merlys Consulting Limited, and all liability is the sole responsibility of the firm. Whilst the members, employees, consultants and agents of the firm may communicate with you on a personal or first name basis, they do so strictly on behalf of the firm and not in a personal capacity.
    3. Our Services
      1. We are committed to providing you with an effective and personal service that enables us to meet your objectives. Whenever we receive a communication from you, we will aim to respond as soon as possible. If the person dealing with your matter is not available, they will provide alternative contact details for the team secretary or the person who has responsibility for the conduct of your matter during any absence.
      2. We realise that a professional relationship is a two-way process. We would ask you to provide us with any information that we request as soon as you are able, and if it is likely that you will be unavailable for a period of time, please let us know. We also require your most up-to-date contact details, so that we can contact you urgently if needed.
      3. We would ask that you respect our staff and treat them with courtesy at all times, just as we will treat you with courtesy and respect.
      4. Our usual office hours are between 9.30am and 5.30pm, Monday to Friday (excluding bank holidays). Some staff may choose to be available at the office outside these hours. If this is the case, they will be able to let you know details of their availability.
    4. Professional Indemnity and Limit of Liability
      1. We carry full worldwide professional indemnity insurance.
      2. By continuing to instruct us, you agree to limit any single claim which you may have against Merlys Consulting Limited (including our members and staff) to a maximum of £3,000,000 (three million pounds sterling). This means that in the unlikely event that you should suffer any loss or damage as a result of any negligent conduct or breach of contract by us, your claim is limited to £3,000,000 (including interest and costs)
      3. By continuing to instruct us you agree not to bring any claims personally against any employee, consultant or director of Merlys Consulting Limited either past, present or future. The Contract (Rights of Third Parties) Act 1999 entitles all employees, members and partners to the benefit of this provision.
      4. We assume no liability to any third party that may use, rely upon or be given access to the advice provided to you by us or any documents created by us on your behalf.
      5. Equally, we accept no liability for the acts or omissions of third parties who we may instruct on your behalf or otherwise or to whom we may refer you.
      6. We will not be liable to you for any losses you may experience if we become unable to provide our services due to circumstances or events occurring outside of our control.
    5. Charges and Expenses
      1. The fees and costs given in our letter of engagement are based on our experience of the likely cost of dealing with similar matters, or are based on our best estimate of the likely amount of professional time incurred. In some circumstances we may need to revise our estimate, for example if your instructions change, matters become complex, we enter into prolonged correspondence, or unforeseen or exceptional circumstances arise. We will discuss and agree any proposed variation to our fees with you. If we cannot agree a revised figure or you then do not wish us to continue working for you, we will invoice you for the work and disbursements to that date.
      2. Unless we agree a fixed fee for specified work, our fees (plus VAT) are calculated by hourly rates. Time is charged in minimum six-minute units. We may also charge (as a profit cost as opposed to a disbursement) for copying, printing and media production, money laundering checks and handling bank transfer fees. We will charge for all expenses e.g. external legal costs and counsel’s fees we incur. You will be charged for all time spent on the file (including telephone calls, emails and travelling).
      3. If you are not on a fixed fee for specified work, the hourly rate you are charged will depend on who is involved and their level of authority and expertise.
      4. Our hourly rates are reviewed annually (usually in September) and you will be notified of any revised rate in advance. If you have a query about the rates involved, please contact the person with overall responsibility for your matter.
      5. Our fees are based on:
        • how much time we spend dealing with a case;
        • the amount or value of any money or property involved;
        • the particular complexity of the matter or the difficulty or novelty of the questions raised;
        • the skill, effort, specialised knowledge and responsibility involved;
        • the urgency of the work undertaken.
      6. If the firm’s administrative staff are required to work out of normal office hours in relation to this matter we reserve the right to charge their overtime rates.
      7. We may increase the rates for working outside normal business hours, for complex issues, the speed at which actions need to be taken or the importance and value of the work, in which case we will notify you in advance.
      8. We can agree (if you request) a limit on the charges and expenses to be incurred at the start of your matter, but in those cases we cannot guarantee the work will have reached any particular stage when we reach this limit. As soon as we become aware that the likely level of fees may exceed the limit you have set, we will inform you, and will try to avoid exceeding the limit without your consent.
      9. Occasionally it may be the case that the level of fees is exceeded inadvertently, particularly if your matter requires urgent steps to be taken. If we cannot agree a further fee limit we will stop acting for you. Any fee estimates are estimates only and do not fix or limit our charges.
      10. We usually require you to provide us with money on account of costs prior to any work being undertaken or disbursements incurred on your behalf. Any money we hold on your behalf will be placed in our client bank account and may be used to discharge any future invoices we raise or to pay disbursements which have been incurred on your behalf.
      11. We cannot accept any cash payments without prior notification of the amount, and the agreement of a director.
      12. Please note that we cannot receive any funds from you until such point as we are satisfied as to your identity.
      13. If a third party undertakes responsibility to pay our fees and expenses on your behalf and the third party fails to make payment in full for any reason, you will be responsible for paying any and all sums outstanding.
      14. Please also note the possible additional charges detailed in other paragraphs.
    6. Warranties, Personal Liability for Invoices and Personal Guarantees
      1. Where you, the client, are a limited company, other corporate body or corporation that is recognised as having a separate and distinct legal personality, the individuals instructing us on behalf of that body, by signing the client agreement and confirmation sheet, are warranting that the organisation has sufficient funds to meet its commitments to us.
      2. Where you, the client, are an unincorporated association or other body without legal personality, the members will be personally liable for our fees. Notwithstanding this, where instructions are received from an individual we will be entitled to assume without further enquiry that the individual responsible for those instructions has the authority of the members to give instructions to us and agrees, in default of payment by the members or the organisation, to make any payments that are due to us personally.
      3. Where we consider it appropriate we may, as a condition of our acting, request a personal guarantee from one or more directors or other individuals instructing us on behalf of a company or association or from controlling shareholders or beneficial owners.
    7. Invoicing Arrangements
      1. We shall invoice you as frequently as we think appropriate. Issues determining the frequency of our invoices will include the nature of the matters on which we have been asked to act, the amount of our un-invoiced fees, the amount of time spent on your matters and your financial circumstances. We generally invoice our clients on a monthly basis and on completion of the transaction.
      2. Payment of our invoices is due on delivery, and is not conditional upon any event or outcome. Should your matter not proceed, we reserve the right to render an invoice for the time incurred on the matter, plus VAT and any disbursements. You remain responsible for our fees even if you have an agreement or court order that someone else is to pay your costs.
      3. If you are VAT registered either in this country or in Europe we will require your VAT number. Our VAT number is 333372670.
      4. You can pay our invoices by cheque, credit card, debit card or bank transfer. Our client account bank details are: Merlys Consulting Limited Client Account, Handelsbanken London Kensington Branch 125 Kensington High Street London W8 5SF. Account number: 77434859, sort code 40-51-62. The SWIFT Code for this account is HANDGB22 and the IBAN number is GB21HAND40516277434859. Please ensure that all payments are marked with the invoice number and our reference, which can be found at the top of all letters.
      5. Should you fail to pay any of our invoices, we are entitled to retain your papers and refuse to conduct any further work until such point as our invoices are paid in full. This applies equally whether the matter has come to a conclusion, or is only part way through a transaction.
    8. Interest on Invoices
      1. Interest will be charged on unpaid accounts from the invoice date until payment at 4% per annum above Handelsbanken base rate. We are entitled to retain your files and papers until payment of all sums due to us.
    9. Holding Client Money
      1. We do not pay interest on money we hold for you.
      2. Whilst we will place your funds with our bankers we will not be liable to refund to you any monies lost through a banking failure which are not covered by any statutory banking deposit scheme.
      3. We are entitled to pay our invoices out of any sums that we receive or hold on your behalf and if you are selling any land or other property, we shall generally settle our invoices from the sale proceeds. All monies held for you (including interest earned on monies we hold) will be applied to settle our invoices.
    10. Conflict of Interests
      1. As far as we are aware, there is no conflict of interest to prevent us from acting for you. If such a conflict arises or we become aware of a conflict we will contact you to discuss this. If a conflict does arise then we may have to cease acting for you.
    11. Joint instructions
      1. Where we provide services to two or more persons jointly each agrees (unless and until specific written notification is given to us to the contrary) we may rely and act upon the instructions of one only of these persons. If joint instructions are provided to us all persons instructing us will be jointly and severally liable for our fees.
      2. Any action so taken shall bind all persons instructing us.
    12. Third Party Disclosure
      1. We are required to keep your matters confidential. In certain circumstances we may disclose matters to third parties for audit or other examination or in compliance with any other statute or pursuant to a court order.
    13. Communications
      1. We will keep you informed of progress on your matter by making regular contact with you or by any other means as agreed with you from time to time. This may include sending you copies of relevant correspondence, or sending you copies of attendance notes of conversations or meetings.
      2. As part of managing our client relationships, we may also wish to meet with you (or contact you by telephone) from time to time to review the work that we are doing on your behalf.
    14. Email
      1. We may use email in connection with your affairs. Although every effort is made to ensure that emails only go to the correct addressee and all emails carry the appropriate security notices, email is not a secure medium and it is possible that confidential information may pass to people for whom it was not intended. If you provide us with an email address or communicate with us by email we will take this to mean that you are happy for us to communicate with you in this medium and accept the risks that this may pose. If you do not wish us to use email in connection with your affairs, please inform the person conducting your matter.
    15. Money Laundering
      1. We are professionally and legally obliged to keep your affairs confidential. However, we are required by statute to make a disclosure to the National Crime Agency where they know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop working on your matter for a period of time and may not be able to tell you why.
      2. It is a condition of your retainer with the firm, both in relation to your current instructions and any future instructions, that you assist us as far as you are able to comply with our duties under the legislation and that you agree to meet all the costs and disbursements incurred thereby. We also reserve the right to refuse to act for you, or to cease acting for you, if we determine that we have not been provided with sufficient information to be satisfied about the integrity of a person or transaction.
      3. If we feel that it is appropriate to report the matter to the authorities we may have to stop work on the matter immediately. You agree to waive any losses.
      4. You should not send any funds to us until you have provided us with evidence of your identity, nor pass our bank account details to any third party without our prior written approval. If you do, we may have to cease work.
    16. Identification (for Regulatory purposes)
      1. We are now subject to stringent regulations concerned with the prevention of money laundering. We are required to identify all new clients, even those introduced by people already known to us. We are also required to renew the identity documents of existing clients every three years, unless a matter is ongoing.
      2. The type of identity verification documents we are required to obtain varies and therefore the person with day to day conduct of your matter will advise you of the documents we will require from you to meet our obligations under the regulations. However, below are some examples of the types of documents and information we may need to verify identity:Individuals
        • Photographic ID such as a passport or photocard driving licence
        • Proof of residence such as a recent utility bill or bank statement (issued in the past three months)


        • Company or charity registration number
        • Identity verification documents for (usually two) directors/partners/trustees
        • Certificate of incorporation
        • Memorandum and Articles of Association
        • Trust Deed
        • Partnership agreement
        • Details of Controlling shareholders, beneficial owners and main beneficiaries
      3. For individuals, both resident in the UK and abroad, we may conduct an electronic search to confirm identity. This involves us providing the individual’s details to a company called CallML, who then cross-reference the details provided. Although we may conduct such an electronic search we still require a scanned copy or photocopy of a passport or photocard driving licence.
      4. For UK registered companies, LLPs and charities in addition to the documents you must provide to us as listed in 18.2 we may also obtain verification information from the relevant registration authority, for example, Companies House.
      5. We reserve the right to charge for any searches required to confirm your identity.
    17. Data Protection
      1. We use information that you provide to us primarily to provide you with consulting services. We may also use this information for related purposes such as updating and enhancing our client records, statutory returns, legal and regulatory compliance, collecting our fees and sending you legal information such as briefing notes, legal updates and invitations to seminars and events. Our use of that information is subject to your instructions, the Data Protection Act 2018, our duty of confidentiality and paragraphs 21 and 22. Please note that our work for you may require us to give information to third parties such as expert witnesses and other professional advisers.
      2. You have a right of access under data protection legislation to the personal data that we hold about you. We may, from time to time, send you information we think might be of interest to you. If you do not wish to receive that information please notify us at our office, in writing.
    18. Copyright
      1. As part of your instructions to us, we may draft documents on your behalf. The copyright in such documents belongs to us, and will not be transferred to you without an agreement in writing.
      2. From time to time, we may use documents created in relation to your matter as a template for later documents (“precedents”). All precedents are stored in paper copy and as part of an electronic system to which all staff have access. Before your documents are stored in this manner, they are amended to ensure that no private or confidential information is disclosed to any third parties.
    19. Relationships with Third Parties
      1. It is sometimes necessary for us to ask parties outside the firm for advice. We will notify you if this occurs and tell you about the advice or information being sought. If you have any preference for a particular third party please notify us. Whilst we take care in the appointment of third parties we cannot be responsible for the contents of their reports, advice or their performance.
    20. Outsourcing
      1. In the event that we have arrangements with external service providers which cover a range of services including, but not limited to: secretarial and administration support, credit control, quality control and video/telephone conferencing facilities. Personal data and confidential information that we hold may be passed to the providers. We have confidentiality agreements in place with each of the providers.
    21. Complaints
      1. We understand that occasionally issues may arise with communication and mistakes can be made. If at any time you are not happy with the service provided to you or the level of a bill raised by the firm, you should discuss it with the person with conduct of your matter.
      2. If you feel unable to approach that person or you are not satisfied with their response, you should put your problem in writing to them, with a copy to Charles Charvetat our offices. Please detail the circumstances of your complaint in your letter. Should you wish to receive a copy of our full complaints procedure, please send your request in writing addressed to Charles Charvet at our offices or email charles@merlys.uk
    22. Storage of Papers and Documents
      1. Once a matter is completed, it is the firm’s policy to retain the file in our storage facility for a minimum period of six years after the final invoice is rendered, depending on the type of matter. The file will be kept on the understanding that we have the authority to destroy the file after a minimum period of six years. We will return any documents in our possession to you before a file is destroyed.
      2. If you instruct us to retrieve your file from store on your behalf, you may be charged for this. The amount charged will depend on the urgency of the request. These fees are unlikely to be less than £50 plus VAT and may be larger.
    23. Banks and Other Financial Institutions
      1. We are not and shall not be liable to you or to any other person for any loss, cost or liability whatsoever caused by the act, omission, fraud, delay, negligence, insolvency or default of any bank, financial institution, clearing or payments system or of any regulatory, governmental, or supra-national body or authority or of their directors, officers, employees, agents or representatives.
    24. Tax Avoidance Schemes
      1. If you inform us of or we become aware of a tax avoidance scheme, we may be required by law to notify this to HM Revenue & Customs. In order to comply with our obligations we reserve the right to notify HMRC if we believe it appropriate. We will not advise you in relation to any course of action which could be regarded as being abusive within the meaning of the Finance Act 2013.
    25. Assignment
      1. You may not assign or transfer any rights and obligations created under this agreement without our prior written consent.
    26. Changes to our Business
      1. If we merge with another firm or transfer our business to a limited company, a partnership or limited liability partnership (LLP), these arrangements, and all rights and liabilities arising from them, will automatically transfer to the new entity. Where the new entity is a company or LLP, any advice which we give to you after that point will be responsibility of the company or LLP and not that of any individual member, employee or consultant.
    27. Statutory Right to Cancel
      1. The Consumer Contracts (Information, Cancellation and Additional Changes) Regulations 2013 may apply to your instructions.  If these regulations do apply, you have the right to cancel this contract within 14 days from the date of signing the Confirmation of Instructions without giving us any reason.  To exercise your right to cancel, you must inform us of your decision by letter, fax or e-mail. You may use the Cancellation Form we provide, but you do not have to do so.
      2. If you cancel this contract, we will reimburse to you all payments received from you unless you asked us to start work during the cancellation period.
      3. Following cancellation we will make any reimbursement due to you no later than 14 days after the date which we are informed about your decision to cancel this contract and by using the same means of payment you used to make the initial payment (unless you have expressly agreed otherwise).  You will not incur any fees as a result of the reimbursement.
      4. We will not start work during the cancellation period unless you expressly request us to but if you do make such a request during the cancellation period, you will not lose your right to cancel.
      5. If, subsequent to making such a request to commence work, you do cancel during the cancellation period we can charge you for the work we have done on a pro-rata basis.  This will be an amount which is in proportion to the work that has been undertaken up to the date you notified us you wished to cancel, in comparison with the full extent of our instructions.
      6. Payment in full will be required if we completed the work, even if you cancel within the cancellation period.
      7. By signing the Confirmation of Instructions form you are instructing us to start work during the cancellation period.
      8. As explained in clause 8.5 above we can keep your papers and documents while there is still money owed to us for fees and expenses.
    28. Termination
      1. In addition to any statutory rights to terminate as set out in clause 30, you are entitled at any time to cancel your instructions by providing us with written notice.  When we receive notice of your decision to cancel we will stop working on your matter and will raise an invoice for the work carried out to date, unless we have agreed otherwise with you.
      2. As explained in clause 8.5 above we can keep your papers and documents while there is still money owed to us for fees and expenses.
      3. We may decide to stop acting for you only with good reason and upon reasonable notice. A good reason may include a failure by you to provide us with proper instructions, or as explained in clause 8.5 above, a failure to pay our invoices in full.
    29. Equality Policy
      1. Merlys Consulting Limited treats all clients equally, and does not discriminate on any grounds.
      2. As part of our policy to treat all clients equally, we will make all reasonable adjustments to facilitate access by disabled clients to our services.
    30. Anti-Bribery and Corruption Statement
      1. Merlys Consulting Limited is a firm of consultants. We operate mainly in the United Kingdom and Europe and we pride ourselves on our reputation for acting fairly and ethically wherever we do business. Our reputation is built on our values as a firm, the values of our employees and our collective commitment to acting with integrity. We condemn corruption in all its forms and we will not tolerate it in our business or in those we do business with.
    31. Jurisdiction
      1. The letter of engagement together with these standard terms of business form the entirety of the agreement between us and you and any dispute arising out of or in connection with the documents or their subject matter shall be governed by and construed in accordance with the law of England and Wales.
      2. Where we provide advice on the effects of any legislation such advice should be regarded as an informed opinion and should not be relied on as constituting legal advice unless such advice is given through our correspondent legal firm Merali Beedle LLP or by a law firm authorised in the relevant jurisdiction in respect of which the opinion is given in which case liability for such legal advice will remain with the relevant law firm.

    Our Website Terms of Use
    These terms of use govern your use of the Merlys Consulting Limited website www.merlys.uk (“the Website”).

        1. The Website and all of the material within it has been prepared with the aim of providing information only, and does not constitute advice in relation to any particular situation. Please contact us if you require specific advice.
        2. We will use our reasonable endeavours to ensure that the information on the Website is accurate. However, you acknowledge and agree that Merlys Consulting Limited accepts no liability whatsoever for any loss or damage caused by or arising directly or indirectly in connection with any use or reliance on the contents of the Website. Merlys Consulting Limited has no control over and therefore accepts no responsibility for the content of any third party website.
        3. We are happy to accept requests for brochures, seminar bookings, requests for further information and instructions by e-mail, but you should note that the internet is not a secure medium, and any information sent through the Website or via e-mail may be intercepted and may not arrive safely at its ultimate destination.
        4. You agree not to reverse engineer, decompile, copy or adapt any software or other code or scripts forming part of the Website nor attempt to transmit to or via the Website any information that contains a virus, worm, Trojan horse, or other harmful or disruptive component.
        5. Material contained in the Website is © Merlys Consulting Limited 2016-2021 except where otherwise stated. You may download, view and print extracts from the Website for internal use within your organisation, but must not otherwise copy, reproduce or re-distribute the contents of these pages in whole or in part without our prior written consent. All other rights are reserved.
        6. If accessing any part of the Website that requires you to enter a password you agree:
          1. to ensure that any details which you supply to us to register for such access are accurate and to let us know promptly if any of the details which you have supplied to us about you change;
          2. to keep any personal login name and any password provided by us to you confidential, and to be responsible for any loss or damage resulting from use of your password by any third party; and
          3. that we reserve the right to terminate your access to password protected areas of the Website should we consider that your use of the Website is detrimental to the Website or to other users.
        7. The content of the Website is owned by Merlys Consulting Limited.
        8. The Website relates only to the laws of England and Wales and public international law except where expressly stated otherwise. These terms of use shall be governed by and interpreted in accordance with the laws of England and Wales and you agree to submit to the non-exclusive jurisdiction of the courts of England & Wales in respect of any claims or disputes which may arise in relation to the Website.

    Merlys Consulting Limited is a limited liability company registered in England and Wales (Co No. 9769620) whose registered office is at 83 Cambridge Street London SW1V 4PS. The term “Partner” denotes a director. A list of members of Merlys Consulting Limited is available at our registered office.

    Cyber-crime warning
    WARNING: Cyber-crime is on the increase and, like businesses in other sectors, law firms and their clients are being targeted. One way criminals try to steal money is to hack into legitimate emails passing between a firm and its clients and then try to convince the client that the law firm has changed its bank account details, to get the client to transfer money to the criminal’s bank account. If you ever receive an email or other correspondence saying we have changed our bank account details you MUST contact us before transferring any money to the “new” account, as it is almost certain to be a fraud.