TERMS OF ENGAGEMENT
Details of Assignment
Provision of a workplace / employment mediation services for the parties named by the client in a separate "referral form". Mediation to take place either in-person or online via Zoom. Client to facilitate availability of employees and to make necessary arrangements (including any costs) for confidential and separate rooms to be used where the mediation is in-person.
Financial Arrangements
Mediation Rate: £725 + VAT per party named by the client in the separate "referral form". This includes all administration, pre-mediation calls and client summaries. Based on a maximum of 4 hours per party. For clarity, this equates to:-
| Number of Parties |
Cost (excluding expenses) |
Maximum Duration |
| 2 |
£1,450 + VAT |
8 hours / 1 day |
| 3 |
£2,175 + VAT |
12 hours / 1.5 days |
| 4 |
£2,900 + VAT |
16 hours / 2 days |
| Each additional party |
+ £725 + VAT |
+ 4 hours / 0.5 day |
Additional hours: Should the mediation require additional hours beyond the durations above, these will be charged at £180 + VAT per hour. No additional charges will be made beyond the maximum period stated in ‘duration’ above without client pre-approval.
Transport: Mileage to be charged at £0.45 per mile from Nottingham (or where the mediator lives, whichever is the nearest). Economy class train or flight to be charged where more appropriate than journeys by road due to time, distance or cost. Not applicable for online mediations.
Accommodation: Not applicable for online mediations. For in-person mediations, the following will be the maximum number of nights charged at Premier Inn rates or equivalent:
| |
< 50 miles |
> 50 miles |
> 100 miles |
| 2-parties / 1 day |
N/A |
1 night |
2 nights |
| 3-parties / 1.5 days |
1 night |
2 nights |
2 nights |
| 4-parties / 2 days |
1 night |
2 nights |
3 nights |
| Each additional day |
+ 1 night |
+ 1 night |
+ 1 night |
Car parking: Charges incurred will be payable by the client (excluding any parking fines incurred). Not applicable for online mediations.
Meals: Only breakfast, evening meals and one drink per evening will be charged where accommodation is required.
Minimum charge: 'Mediation Rate' + expenses incurred (as detailed above and in section 7.9 below).
VAT: VAT is chargeable at the rate applicable (presently 20%) on the date of the invoice.
Payment terms: 14 days from receipt of invoice (see section 8.2 of terms of business below for details of interest chargeable for late payments).
Deferral fees*: >14 days = 0%; 8-14 days = 12.5%; 3-7 days = 25%; < 3 days = 50%.
Cancellation fees*: >14 days = 25%; 8-14 days = 50%; 3-7 days = 75%; < 3 days = 100%.
* Deferral fees apply where the mediation is re-scheduled to a new agreed date. Cancellation fees apply when a re-scheduled date is not available from the client. If a revised date is not available by the originally scheduled date of commencement, this will be classed as a cancellation. If a date had not been scheduled, this will be classed as a cancellation and a 25% fee will apply. Timescales quoted will be the number of working days' notice (Monday to Friday, excluding Bank Holidays) given prior to the scheduled date(s). The applicable percentage of the minimum charge will be invoiced accordingly, plus any upfront costs Pragmatism (UK) Ltd has incurred, such as travel or accommodation (we will first attempt to obtain refunds, and only non-recoverable costs will be passed on). No charges will apply if the deferral or cancellation is made by Pragmatism (UK) Ltd.
TERMS OF BUSINESS
Pragmatism (UK) Ltd is a limited company, registered in England and Wales. The company number is 11648918 and the registered office is 4 Cross Street, Beeston, Nottingham, NG9 2NX.
1. Your Instructions
1.1 The purpose of this document is to confirm the arrangements between us. Your instructions in this matter will amount to your acceptance of these terms of business, which should be read in conjunction with our letter or email confirming your instructions.
1.2 Unless advised otherwise, we will assume that we are authorised to accept instructions from any person whom we reasonably believe to have your authority to give us instructions and that we may act on instructions given orally.
1.3 These terms of business set out the terms and conditions upon which we agree to be engaged by you, to the exclusion of all other terms and conditions that you or we may purport to apply in connection with our engagement (unless otherwise agreed in writing between you and us).
1.4 We are authorised, unless otherwise agreed, to take such action as we think necessary to obtain the required result. We shall not refer to you for specific instructions every time we take a step. If, therefore, there is a limit to what we are required to do, or a limit to expenditure, we must be notified in advance.
2. Our Aim
2.1 We endeavour to offer our clients a high quality personal service at a fair cost. Our aim is to facilitate the effective management of tasks to enable us to operate as efficiently and economically as possible.
3. Your Responsibilities
You will:
3.1 ensure all requirements to set up Pragmatism (UK) Ltd as an approved supplier and to pay our subsequent invoice, have been fulfilled before signing this agreement.
3.2 provide us with clear, timely and accurate instructions including coordinating availability of employees, and determining room and access arrangements where mediations are in-person
3.3 provide all documentation and information that we reasonably request in a timely manner
3.4 safeguard any documents that may be required including documents that you may have to disclose to another party; and
3.5 ensure that the personal data you provide us with is accurate and you advise us of any changes to this.
4. Our Responsibilities
We will:
4.1 treat you fairly and with respect
4.2 communicate with you in straightforward language and explain all terminology used
4.3 exercise reasonable skill, care and diligence in carrying out your instructions represent your interests and keep your matter confidential
4.4 keep you regularly informed on progress.
4.5 deal promptly with any enquiries that you may have and we will always try to return your telephone call on the same day.
4.6 Our advice will not constitute legal advice which, if required, should be sourced from a Solicitor or Lawyer who is qualified to advise within the laws of the relevant jurisdiction.
5. Business Hours
5.1 Our normal opening hours are between 9.00am to 5.30pm, Monday to Friday, excluding all bank holidays.
5.2 Appointments can be arranged at other times if desired and suitable to all parties.
5.3 Messages can be left on the office telephone service outside of our normal opening hours.
6. Communication
6.1 We will aim to communicate with you by such a method as you may request. Unless you withdraw consent, we will communicate with you and with others when appropriate by normal, unencrypted email using the email addresses, including sending bills and other confidential information. We cannot be responsible for the security of correspondence and documents sent by email. You should be aware that emails (in particular when unencrypted) may be intercepted, delayed or corrupted or may fail to be delivered. We make reasonable attempts to exclude from our emails any virus or other defect that might harm a computer or IT system. You undertake to act likewise with any electronic communications you send to us or with any discs or memory sticks or other electronically stored information. Neither you nor we shall have any liability to each other in respect of any claim or loss arising in connection with such a virus or defect in an electronic communication, discs, memory sticks or other electronically stored information other than where such a claim or loss arises from bad faith or wilful default.
7. Fees, Expenses and Disbursements
7.1 Our charges will be calculated mainly by reference to the time actually spent by our staff in respect of any work which they do on your behalf. This may include: meetings with you and perhaps others; reading, preparing and working on papers; making and receiving telephone calls, e-mails, faxes and text messages; preparation of any detailed estimates; attending meetings; and time necessarily spent travelling away from the office.
7.2 The terms of engagement (above) provide you with a written estimate of the costs of the transaction and also of all disbursements which we can reasonably foresee at the start of the transaction. We will notify you in writing if at any stage we feel that we need to vary the estimate and will provide you with an explanation as to why this is necessary.
7.3 Due to the nature of the work we conduct on your behalf, from time to time, it may be necessary for us to instruct an associate. Their charges are separate to our hourly rates and a quotation for their work will be provided to you for your approval prior to the commencement of any work done by them. However, this quotation will be an estimate in the first instance and depending on the time taken by the associate, may change in their final invoice.
7.4 The hourly or daily rates will be confirmed by us within the Terms of Engagement. These rates are reviewed periodically to reflect increases in overhead costs and inflation and we will notify you of any change. VAT is payable on our rates. VAT is charged at 20%.
7.5 Expenses will be as detailed in the terms of engagement above. You agree that we do not need to seek your agreement on the actual charges to be made. If you require specific figures, you agree to request and obtain email agreement from us of fixed expenses before signing these terms, in which case the amount we confirm via email will be the fixed expenses charged. VAT is payable on expenses.
7.6 We have no obligation to pay disbursements unless you have provided us with the funds for that purpose.
7.7 If, for any reason, the work does not proceed to completion, we will be entitled to charge you for work done and expenses incurred. Any charge made will not exceed the amount of our estimate, even if the time spent would justify a higher fee.
7.8 If mediations take place in-person the client will cover any costs associated with room bookings required for the mediation either directly or through invoiced expenses if covered in advance by us.
7.9 The Client confirms that by signing these terms no further information is required from Pragmatism(UK) Ltd in order to set them up as a supplier or to pay their invoice for the work carried out. The client agrees that should they need further information (including chasing purchase order numbers) following the signing of these terms, a fee of £250 + VAT will be payable to cover unexpected administrative requirements.
8. Payment Arrangements
8.1 We may ask clients to pay interim bills and sums of money from time to time on account of the charges and expenses which are expected in the following weeks. We find that this can help clients in budgeting for costs as well as keeping them informed of the expenses which are being incurred. In the unlikely event of any bill or request for payment not being met, we must reserve the right to stop further work until payment is received.
8.2 Payment is due to us within 14 days of our sending you a bill. Interest will be charged on a daily basis at 8% above the Bank of England Base Rate and will accrue from 28 days after delivery by us of the invoice.
8.3 Payment will normally be made by direct bank transfer. Credit card payments can be made via ‘stripe’ or similar services, for which a 2% fee will be added to the client’s invoice.
8.4 We do not accept payments to us in cash. If clients circumvent this policy by depositing cash direct with our bank, we reserve the right to charge for any additional checks we deem necessary regarding the source of funds. Monies due to you from us will be paid by cheque or bank transfer, but not in cash, and will not be made payable to a third party.
9. Limit of Liability
9.1 You agree and confirm that our liability to you for any loss to you caused as a result of our services in this or any other matter, shall not exceed £1 Million Pounds.
9.2 You acknowledge and agree not to make any claim personally against any employee of Pragmatism (UK) Ltd for any loss to you caused as a result of them acting in relation to this or any other matter. In particular, the fact that a Pragmatism (UK) Ltd representative signs in his or her own name any letter, email or other document in the course of carrying out any work will not mean that he or she is assuming any personal liability separate to that of Pragmatism (UK) Ltd. This does not affect Pragmatism (UK) Ltd’s liability as a firm and you accept that any claim brought in respect of a matter upon which we are instructed will be made against Pragmatism (UK) Ltd and not against any Pragmatism (UK) Ltd employee.
9.3 Nothing contained within these terms of business will limit any liability that we may have to you in respect of any loss caused by our fraud, dishonesty or fraudulent misrepresentation or in any other situation where we are prohibited in law from excluding or limiting liability, including in respect of any death or personal injury resulting from our negligence.
9.4 We acknowledge no liability or responsibility of any kind toward any person(s) except you unless we expressly agree in writing with you and with any other person(s) that the latter shall be entitled to receive or rely upon our advice and, if so, on what terms they shall be able to receive or rely.
9.5 We cannot be responsible for, or guarantee the correctness, completeness or timely delivery of advice which may be received from other advisors, consultants or experts that you appoint. In the unlikely event, we were held to be responsible for the correctness, completeness or timely delivery of advice from any such person, any resulting financial liability shall be treated as within the applicable liability cap.
10. Cybercrime: Bank Details
10.1 Please be aware that there is a significant risk posed by cyber fraud, specifically in relation to email accounts and bank account details.
10.2 Please note that our bank details will not change during the course of an assignment. Pragmatism (UK) Ltd will NOT notify changes to our bank account by email. If you receive any communications suggesting that the firm’s bank account details have changed, you should contact the firm via the number on the firm’s website or headed notepaper immediately to confirm the details before making payment. Please be aware that a phishing email purporting to be from Pragmatism (UK) Ltd may contain a fraudulent telephone number. We will not accept responsibility if you transfer money into the incorrect account.
11. Confidentiality
11.1 Pragmatism (UK) Ltd have a professional obligation to keep the affairs of the client confidential.
11.2 Our confidentiality obligations are subject to certain exceptions, including where disclosure is required by law, regulation or an order of a court.
11.3 Pragmatism (UK) Ltd may be subject to accounting, audit or quality checks by external firms or organisations. Information from your file may therefore be made available in such circumstances. We will always aim to obtain a confidentiality agreement with the third party.
11.4 In addition, we may disclose your confidential information to third parties such as advisors, consultants or experts, including Counsel acting or advising in relation to any litigation case. We will always aim to ensure that the persons to whom we may disclose your confidential information comply with our confidentiality requirements.
12. Data Protection / GDPR
12.1 We will use your personal data primarily to provide professional services to you, but also for related purposes, including:
- Conducting checks to identify you, verify your identity and screen for financial or other sanctions
- Gathering and providing information required by or relating to audits, enquiries and investigations by regulatory bodies
- Complying with professional, legal and regulatory obligations that apply to our business
- Ensuring business policies are adhered to, e.g. policies covering security and internet use
- Operational reasons, such as improving efficiency, training and quality control
- Ensuring the confidentiality of commercially sensitive information
- Statistical analysis to help us manage our practice e.g. in relation to our financial performance, client base, work type or other efficiency measures
- Updating client records
- Preventing unauthorised access and modifications to systems
- Preparing and filing statutory returns
- Ensuring safe working practices, and monitoring and managing staff absences and staff access to systems and facilities
- Staff administration and assessments, monitoring staff conduct, and disciplinary matters
- Marketing our services
- Credit reference checks via external credit reference agencies
- External audits and quality checks e.g. annual accountants report
12.2 Our use of your personal data is subject to your instructions, the EU General Data Protection Regulation (GDPR), other relevant UK and EU legislation and our professional duty of confidentiality.
12.3 Pragmatism (UK) Ltd is a data controller for the purpose of the GDPR and other relevant data protection legislation. We have nominated Peter Colby as the company’s representative for the purpose of the GDPR.
12.4 We take your privacy very seriously. Please read our privacy policy on our company website at https://www.pragmatism-uk.co.uk/data-privacy/
13. Storage and Retrieval of Files
13.1 After completing the work, we are entitled to keep all your papers and documents while there is money owing to us for our charges and expenses. In addition, we will keep your file of papers for you in storage for not less than six years. After that, storage is on the clear understanding that we have the right to destroy it after such period as we consider reasonable or to make a charge for storage if we ask you to collect your papers and you fail to do so. Original documents will be sent back within 4 weeks of final payment.
14. Complaints
14.1 Our aim is to offer all our clients an efficient and effective service at all times. We hope that you will be pleased with the work we do for you. If you have any problem with any aspect of the service we have provided to you, or about an invoice, please let us know.
We will try to resolve any dissatisfaction quickly and we operate a complaints handling procedure which can be reviewed on our website at https://pragmatism-uk.co.uk/feedback-complaints/
14.2 Our aim is to have a long-term involvement with our clients and for our clients to be happy to recommend our services to others. Should you have any suggestions in relation to your engagement of the firm as to how we can improve or enhance our service we would be very pleased to hear from you.
15. Equality and Diversity
15.1 We are committed to promoting equality and diversity in all our dealings with clients, third parties and employees.
16. Termination
16.1 You may terminate your instructions to in writing at any time but we will be entitled to keep all your papers and documents while there is money owing to us for our charges and expenses. If at any stage you do not wish us to continue doing work and/or incurring charges and expenses on your behalf, you must tell us this clearly in writing.
16.2 We can only decide to stop carrying out the work for you with good reason for example, if you do not pay an interim bill or comply with a request for payment on account; there is a conflict of interest or our continuing to act would be impractical, unethical or contravene legal or regulatory requirements. If we decide to stop carrying out the work for you, we will tell you the reason and give you notice in writing.
17. Force Majeure
17.1 We will not be in breach of these terms of business nor liable for delay in performing, or failure to perform, any of our obligations under these terms, if such delay or failure results from events, circumstances or causes beyond our reasonable control. In such circumstances we are entitled to a reasonable extension of the time for performing our obligations. If the period of delay or non-performance continues for more than three (3) months, you may terminate this agreement by giving 14 days' written notice.
18. Bank Failure
18.1 We hold all client money in Lloyds Bank plc which is regulated by the Financial Conduct Authority (FCA). We are no liable for any losses you suffer as a result of any such banking institution being unable to repay depositors in full. You may, however, be protected by the Financial Services Compensation Scheme (FSCS).
18.2 The FSCS is the UK’s Statutory fund of last resort for customers of banking institutions. The FSCS can pay compensation of up to £120,000 if a banking institution is unable, or likely, to pay claims against it.
The limit is £120,000 per banking institution. If you hold other personal money in the same banking institution as our client account, the limit remains £120,000 in total.
18.3 In the unlikely event of a deposit-taking institution failure, we will presume (unless we hear from you in writing to the contrary) we have your consent to disclose the necessary client details to the FSCS.
19. Professional Indemnity Insurance
19.1 Pragmatism (UK) Ltd is indemnified through a policy with Oxygen, underwritten by Hiscox Underwriting Ltd. The value of our standard cover is £3,000,000 and can be viewed on the Company’s website at https://www.pragmatism-uk.co.uk/insurance/
20. General
20.1 If one or more clauses of the Agreement are found to be unlawful or otherwise unenforceable, that clause will be deemed severed from the remainder of these clauses which will remain valid and enforceable.
20.2 Any variations to this Agreement must be agreed in writing between the parties hereto.
20.3 This Agreement will be governed by the laws of England.