Devant Inner Circle
Terms and Conditions
Terms and conditions for the Devant Inner Circle
(these are legally binding, so make sure you agree before accepting).
(provided for your convenience only).
In these terms, references to ‘we’, ‘us’ or ‘our’ refer to Devant Limited registered in England (04904708) whose registered office is at 1st Floor, Napoleon House, Riseley Business Park, Riseley, Berks. RG7 1NW. ‘You’ and ‘your’ refer to you, the company with the legal entity details you have entered through the Devant website. Note that the Devant Inner Circle is a business service only, and is not available to consumers.
By signing up online for the Devant Inner Circle, you’re entering a contract with us under these terms.
- Our Agreement
1.1. These terms and conditions govern your access to the Devant Inner Circle, and, together with the data protection documents referenced below, constitute the entire agreement between you and us.
1.2. You are entitled to one 20 min clinic web session per working day, which you can access by booking an available slot at the Inner Circle page of the Devant website. Once you have booked a session, a calendar invitation will be sent to you automatically.
1.3. Each month we will send you an email update on legal and commercial issues, which you may share freely within your organisation and wider network.
1.4. From time to time we will invite you and your colleagues to join live webinars covering a legal or commercial topic that may be of interest. Each legal update and webinar recording will be added to a library of resources that may be accessed by members from our website.
This document contains or references all the terms of our agreement.
As part of the Inner Circle, you have quick access to legal and commercial support through daily clinics, plus legal updates and webinars
2. Clinic Sessions
2.1. Each clinic session will be hosted by one of our consultants, who can be asked to:
a) review and give some initial feedback or advice on a contract clause, email or other document that you show to them during the session by sharing your screen;
b) answer a specific question about a commercial or contractual issue;
c) discuss with you generally on how to deal with or progress a commercial or contractual situation you are facing;
d) take an initial briefing and instructions for further work you would like undertaken.
2.2. You understand that the 20 min clinic sessions are intended to provide on the spot support and advice within a limited time frame.
2.3. If you are unable to attend a booked clinic session, cancel the calendar invitation as soon as possible so that the session can be made available to other members.
2.4. If you cancel two clinic sessions with less than 48hrs notice, and this has caused other members to miss out, we may restrict your access to further clinic sessions for 7 days to be fair to the other members.
2.5. Upon request we can arrange to record and transcribe a clinic session, and provide you with a link to download your transcript. Please note that transcriptions are generated automatically and this technology is not always 100% accurate.
In a clinic, you can get quick advice about tricky clauses or commercial and contractual issues.
You can also use a clinic to brief us on bigger pieces of work you’d like help with.
If you can’t make your clinic slot, cancel quickly or you may lose access for a week
We can record & transcribe your clinic if you ask (it’s free!)
3. Further Support
3.1. Where you need further support following on from a clinic session, or simply need more support than can reasonably be provided in a clinic, you can use a clinic session to provide an initial briefing. We will then schedule a call for a detailed briefing of your requirement with an appropriate member of our Consultants Team, which will be at our usual hourly rates.
3.2. We aim to use the most appropriate members of the consulting team for your work, according to skills, experience and cost-effectiveness, in order to minimise the cost and maximise the value to you.
3.3 We normally work on a time-spent basis, billed at our usual hourly rates. Because much of what we do is providing a bespoke and highly individual service to you, it can be difficult to give accurate estimates of how long something will take to complete, however we will try and give you a reasonable indication. If requested we can agree to set a time cap and advise you when this is reached. If your requirement is suitable for us to give you a fixed price, this can be discussed with your consultant.
For drafting, contract review, negotiation support and bigger projects, we can help you on an hourly rate basis, using the most appropriate team member(s) for your task.
4.1. In order to assist you as effectively and efficiently as possible, we need your active co-operation and support. You therefore agree to respond to our requests in a timely manner, and to provide information that is, to the best of your knowledge, accurate and complete.
You need to share all relevant info about your situation, so we can help you properly.
5. Fees and Payment
5.1. Our current hourly rates, together with the Inner Circle Fee, are available on our website at www.devant.co.uk/rates. We may change these from time to time, but will give you at least 30 days’ notice of any such increase.
5.2. Inner Circle Fees are payable monthly in advance. Fees for other services are invoiced monthly in arrears, with payment due within 14 days.
5.3. We may invoice at cost for reasonable expenses, and for our travel time incurred for agreed out of office attendance in the course of performing your work.
5.4 Please raise any dispute in respect of an invoice within 7 days of receipt, otherwise if you do not make payment when due we reserve the right to charge interest and debt collection fees on the overdue amounts, and to suspend any other work until payment or terminate our agreement.
Fees are on our website and we’ll tell you in advance if they increase.
You pay for the Inner Circle in advance, and everything else in arrears.
We charge for travel time
Tell us promptly if there’s an issue with an invoice as late payments may incur interest.
6. Warranties and Remedies
6.1. All work will be performed with reasonable skill and care by consultants with the appropriate knowledge, experience and training. You acknowledge that we are not practicing solicitors or barristers and do not hold ourselves out as such.
6.2. We will use our reasonable endeavours to meet any timescales agreed with you but, unless specifically agreed otherwise, these are indicative only.
6.3. All other conditions, warranties, representations, express or implied, such as of satisfactory quality, fitness for a particular or any purpose, or ability to achieve any particular result are excluded to the extent permitted by applicable law.
6.4. If you are dissatisfied with the work we perform, or for any other reason, you agree to notify us in writing as soon as possible and provide reasonable details. We will try to resolve your concern and you agree to allow us a reasonable opportunity to remedy any default on our part. Should we be unable to remedy any breach by us, we will refund our fees in respect of the defective work.
Our commercial contracting consultants will perform your work with reasonable skill and care.
Timescales are estimates
We exclude statutory warranties.
If you’re not happy, tell us and we’ll try to put things right. If we can’t, we’ll refund you
7. Limitations of Liability
7.1. We do not exclude our liability for (i) fraud or other criminal act, (ii) personal injury or death caused by the negligence of our employees, or (iii) any other liability that cannot be excluded by law.
7.2. We shall be liable to you for loss or damage solely and directly due to our default, where you have given us the opportunity to remedy the default but we have failed to do so, to the extent your loss or damage was reasonably foreseeable and you have not contributed to it.
7.3. Other than in the circumstances listed in clause 7.1, our total aggregate liability to you howsoever arising, whether in contract, tort including negligence, or statute, will be limited to:
a)in respect of property damage, £250,000 per event or series of events;
b) for loss or damage arising from work in respect of the sale or purchase of a business or company, the higher of £50,000 or 200% of our fees paid and payable;
c) in respect of any other kind of work, or any other liability, the higher of £10,000 or 200% of our fees paid and payable.
7.4. In no event will we be liable for any loss of work, loss of profit, loss of any contract or for any indirect or consequential loss or damage.
We can’t exclude liability for death, personal injury or fraud.
Otherwise, if we cause you loss by not doing what we should, we’re liable up to these limits:
• £250k for property damage.
• The higher of £50k or 200% of fees, if buying or selling a business.
• The higher of £10k or 200% of fees for everything else.
• no liability for indirect losses, lost profit, lost contracts or lost work.
8.1. You agree to be bound by these terms and conditions upon signature by you. Either party may terminate this agreement at the end of the current contract month by giving written notice. Where we have agreed a fixed price and you terminate without cause, we are entitled to payment of the outstanding balance.
8.2. The expiry or termination for whatever reason is without prejudice to any rights or remedies accrued before prior to such termination.
8.3. If you instruct us to perform project work for you after expiry or termination of this agreement, such work will be subject to our standard project terms at https://www.devant.co.uk/project-terms
Either of us can terminate at any time.
If you do & we’re not at fault, you’ll still need to pay for fixed-price work & outstanding bills.
9. Intellectual Property and Confidentiality
9.1. We retain ownership of all copyright or other intellectual property in all material generated or shared by us. We grant you a perpetual, non-exclusive licence to use the materials we prepare for you, for your own internal use only, including the right to reproduce and modify such material for the preparation of new agreements to be executed by you.
9.2. Each party undertakes that for a period of 5 years from the date of disclosure it will not, without the prior written consent of the other party, use, disclose, copy or modify the other party’s confidential information (meaning any information shared by a party concerning their business affairs or activities which has been identified as confidential or proprietary or may reasonably be supposed to be confidential in the circumstances) other than is necessary for the performance of its rights and obligations under these terms.
We own the IP in materials we create for you, but you can use the materials freely in your business, forever.
Each of us will keep the other’s secrets for 5 years.
10.1. Our relationship with you is as a non-exclusive independent contractor. Nothing contained in these terms shall be deemed or construed as creating a partnership, joint venture or a principal and agent relationship.
10.2. If you hire one of our employees with whom you have worked during the previous 6 months, you agree to pay us an introduction fee equal to 3 months of the employee’s gross salary.
10.3. All notices hereunder must be made in writing, which includes by email to [email protected] (for notices from you to us), and by email to the address you used when entering into this agreement (for notices from us to you).
10.4. We each agree to comply with all applicable laws, rules and regulations, including the Data Protection Act 2018, the Bribery Act 2010 and Anti-Money Laundering Act 2018.
10.6. Clauses 5, 6, 7, 8.2, 8.3, 9 and 10 shall remain in effect after expiry or termination of this agreement.
10.7. No third party shall have any benefit under, nor may they enforce any provision of, this agreement.
10.8. If a dispute arises out of this agreement or our work which you and we cannot resolve by discussion, we will, except for late payment claims, attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Neither party may commence court proceedings until either the mediation has terminated or the other party has failed to participate, provided that the right to issue proceedings is not prejudiced by such delay.
10.9. These terms and conditions may not be modified or changed except where agreed in writing. They shall be governed by English law, and, except as provided in clause 10.8, subject to the exclusive jurisdiction of the English courts. This shall not prevent either you or us from seeking injunctive relief in any competent court.
10.10. Any invalidity or unenforceability of any part of these terms and conditions will not affect the validity or enforceability of any other part. No failure or delay in the exercise of any right by either party shall constitute a waiver of any rights.
10.11. Our respective rights and obligations hereunder shall be limited to those expressly set forth herein, and any action under this agreement or in respect of any work performed by us must be brought by either party within 6 months of becoming aware of the claim.
You and we are independent contractors
If you hire our staff, you’ll pay an introduction fee.
Notices must be in writing (email is OK).
Both of us will comply with all applicable laws.
You can access our data processing and retention policy, and data processing agreement, at the links in clause 10.5.
Some obligations outlive this agreement
This agreement is just between you and us.
If we have a problem, we’ll try to fix it together. If that doesn’t work, we’ll try mediation before going to court.
English law applies, and the English courts have the exclusive right to hear any disputes.
If anything in here is unenforceable, it can be removed without affecting the rest of the agreement.
Any claims have to be brought within 6 months.