General Terms of Advisory Engagement

IMPORTANT REGULATORY NOTICE

Hayhills Limited trading as Hayhills Legal Advisory (“Hayhills”, “we”, “our” or “us”) is a commercial legal advisory consultancy providing non-reserved legal advisory services only.

Hayhills is not a firm of solicitors, is not authorised or regulated by the Solicitors Regulation Authority (“SRA”), and is not an authorised legal practice.

Hayhills does not undertake any reserved legal activities within the meaning of the Legal Services Act 2007, including:

• the conduct of litigation;
• the exercise of rights of audience;
• reserved instrument activities (including conveyancing);
• probate activities;
• notarial activities;
• administration of oaths; or
• immigration advice or services requiring authorisation.

Any references to:

• “legal advisory”,
• “legal consultancy”,
• “legal support”,
• “consultant”,
• “legal adviser”,
• or similar terminology,

refer solely to non-reserved legal advisory services and must not be interpreted as representing that Hayhills is a regulated law firm or authorised legal practice.

1. Application of These Terms

These General Terms of Advisory Engagement (“Terms”) apply to all services provided by Hayhills unless expressly varied in writing.

These Terms should be read together with any:

• Engagement Letter;
• fee proposal;
• consultation confirmation;
• scope document;
• or other written communication issued by Hayhills.

In the event of inconsistency, the Engagement Letter shall prevail.

2. Formation of Engagement

No engagement, duty of care or professional relationship shall arise unless and until:

• Hayhills has confirmed acceptance of instructions in writing;
• the scope of services has been agreed;
• and any required identification, onboarding or payment requirements have been satisfied.

Hayhills reserves the right to decline instructions at its absolute discretion and without obligation to provide reasons.

3. Nature and Scope of Services

Hayhills provides commercially focused non-reserved legal advisory and consultancy services.

Services may include:

• commercial and contract advisory;
• document review and drafting;
• business advisory support;
• pre-action and dispute strategy advisory;
• negotiation support;
• employment and HR advisory;
• landlord and tenant advisory;
• commercial risk assessment;
• business structuring advisory;
• and related non-reserved advisory services.

Any services provided by Hayhills are strictly limited to the scope agreed in writing.

Hayhills does not provide regulated legal representation.

4. Excluded and Regulated Activities

Unless expressly agreed otherwise in writing, Hayhills does not:

• conduct litigation;
• issue or defend court proceedings;
• exercise rights of audience;
• undertake conveyancing or reserved instrument activities;
• undertake probate activities;
• provide notarial services;
• administer oaths;
• provide immigration advice or services requiring authorisation;
• hold client money;
• provide financial services regulated by the Financial Conduct Authority;
• or undertake any regulated activity requiring authorisation.

Where a matter requires reserved, regulated or specialist legal services, clients remain free to instruct their own professional advisers. If requested, Hayhills may facilitate introductions or referrals to appropriately authorised professionals.

5. No Solicitor-Client Relationship

Engaging Hayhills does not create:

• a solicitor-client relationship;
• regulated legal representation;
• or any relationship equivalent to instructing an SRA-regulated law firm.

Services provided by Hayhills are advisory and consultancy services only within the scope of non-reserved legal activities.

6. Reliance Upon Advice

Any advisory support, comments, opinions, drafting or recommendations provided by Hayhills:

• are prepared solely for the client identified in the relevant engagement;
• relate only to the specific matter instructed;
• and must not be relied upon by any third party without prior written consent.

Advice is based upon:

• information provided by the client;
• documentation made available;
• and the circumstances known at the relevant time.

Hayhills shall not be responsible for losses arising from incomplete, inaccurate or misleading information provided by the client or third parties.

7. Client Responsibilities

Clients agree to:

• provide accurate, complete and timely information;
• disclose relevant facts and documents;
• identify any deadlines or urgent issues;
• review documents carefully;
• respond promptly to requests for instructions or clarification;
• and cooperate reasonably throughout the engagement.

Clients remain responsible for all commercial, legal and strategic decisions relating to their matters.

8. Fees and Charging Structure

Consultation Fees

Initial consultations may be charged separately and are payable in advance unless otherwise agreed.

Consultation fees are generally non-refundable once the consultation has taken place.

Advisory Fees

Unless otherwise agreed in writing, advisory services may be charged:

• on an hourly basis;
• fixed fee basis;
• staged fee basis;
• or other agreed commercial arrangement.

Indicative hourly rates may range between:

• £120.00 plus VAT and
• £295.00 plus VAT

depending on complexity, urgency, seniority, specialism and commercial risk profile.

Specific fee arrangements will be confirmed within the relevant Engagement Letter or fee proposal.

Time Recording

Time may include:

• meetings;
• telephone calls;
• video consultations;
• correspondence;
• drafting;
• document review;
• negotiations;
• strategy discussions;
• preparation work;
• research;
• administrative handling directly connected to a matter;
• and communications with third parties.

Time is ordinarily recorded in units of 6 minutes.

Fixed Fees

Where fixed fees are agreed, such fees are based upon:

• standard complexity;
• agreed scope;
• ordinary cooperation;
• and anticipated work levels.

Hayhills reserves the right to revise fixed fees where:

• scope materially changes;
• new issues arise;
• urgency increases;
• or additional work becomes necessary.

9. Payments

Invoices are payable in advance or within 7 days unless otherwise agreed in writing.

Hayhills reserves the right to:

• suspend work;
• decline further services;
• retain documents;
• terminate engagement;
• or refuse future instructions,

where invoices remain unpaid.

Interest may be charged on overdue amounts at: 8% above the Bank of England base rate.

Clients remain responsible for:

• VAT;
• third-party expenses;
• disbursements;
• specialist fees;
• and external professional costs where applicable.

10. Pre-Authorised Payment Authority and Payments on Account

In order to facilitate efficient handling of matters and minimise interruption to advisory services, Hayhills may require clients to maintain funds on account and / or provide a pre-authorised payment arrangement as a condition of engagement.

Where requested by Hayhills, the client agrees to provide valid debit card, credit card or other approved payment details through Hayhills’ designated secure payment platform for the purpose of:

• payment of consultation fees;
• payments on account;
• replenishment of retainers;
• staged payments;
• recurring advisory fees;
• approved invoices;
• and other fees or charges arising under the engagement.

Where a pre-authorised payment arrangement is in place, the client authorises Hayhills to process payment for:

• fees incurred in accordance with the agreed scope of services;
• invoices rendered;
• replenishment of agreed payment-on-account balances;
• and authorised charges relating to the matter,

without requiring separate payment instructions on each occasion.

Hayhills shall ordinarily provide notice of invoices, fee summaries or replenishment requests prior to processing payment, unless otherwise agreed as part of an ongoing retainer or recurring billing arrangement.

Where payments on account are maintained, Hayhills reserves the right to draw down against such funds for:

• professional fees;
• agreed disbursements;
• external consultant costs;
• third-party charges;
• and other amounts properly incurred in connection with the engagement.

Where account balances fall below the level reasonably required to continue work, Hayhills may request replenishment of funds on account and reserves the right to:

• suspend work;
• decline further services;
• delay release of work product;
• or terminate the engagement,

until satisfactory payment arrangements are restored.

Clients remain responsible for:

• ensuring payment details remain valid;
• maintaining sufficient available funds;
• and promptly notifying Hayhills of any changes affecting payment arrangements.

All payment information shall be processed through secure third-party payment providers. Hayhills does not retain full debit or credit card details directly within its own systems.

11. Third Party Professionals and Referrals

Hayhills may recommend or facilitate introductions to:

• solicitors;
• barristers;
• accountants;
• experts;
• foreign lawyers;
• consultants;
• or other professional advisers.

Such professionals remain entirely independent and responsible for:

• their own services;
• advice;
• conduct;
• regulatory obligations;
• and fees.

Hayhills accepts no responsibility or liability for third party professional services.

12. Confidentiality

Hayhills shall treat client information confidentially except where disclosure is:

• authorised by the client;
• reasonably necessary to provide services;
• required by law;
• required by insurers or professional advisers;
• required for compliance purposes;
• or reasonably necessary to protect legal rights or interests.

Confidentiality obligations continue after termination of the engagement.

13. Data Protection

Hayhills processes personal data in accordance with:

• applicable UK data protection legislation;
• UK GDPR;
• the Data Protection Act 2018;
• and Hayhills’ Privacy Policy.

Clients should review the Privacy Policy available on the Hayhills website.

14. Electronic Communications and Cyber Risk

Clients acknowledge that electronic communications involve inherent risks including:

• cyber attack;
• interception;
• corruption;
• unauthorised access;
• delivery failure;
• or transmission delays.

Unless instructed otherwise, Hayhills may communicate through:

• email;
• cloud-based platforms;
• video conferencing;
• messaging systems;
• and other electronic means.

Hayhills shall not be responsible for losses arising from matters beyond its reasonable control relating to electronic communications or cyber events.

15. Online and Remote Advisory Model

Hayhills primarily operates through:

• telephone;
• email;
• video consultation;
• cloud systems;
• and remote communication platforms.

Clients are responsible for:

• maintaining accurate contact details;
• internet access;
• and availability for communication where reasonably required.

16. Limitation of Liability

To the fullest extent permitted by law:

• Hayhills’ total aggregate liability arising from any engagement shall be limited to the lower of:
  • fees paid by the client in relation to the relevant matter; or
  • £100,000.00

Hayhills shall not be liable for:

• indirect losses;
• consequential losses;
• loss of profits;
• loss of opportunity;
• reputational loss;
• business interruption;
• loss of anticipated savings;
• or third-party claims.

Nothing within these Terms excludes liability where such exclusion would be unlawful.

17. No Guarantee of Outcome

Hayhills provides commercially focused advisory support only.

No representation, warranty or guarantee is given or implied regarding:

• legal outcomes;
• commercial success;
• settlement;
• negotiations;
• disputes;
• enforcement;
• strategic decisions;
• or the outcome of any advisory process.

18. File Retention

Hayhills may retain files, documents and records for up to 6 years following conclusion of a matter unless longer retention is reasonably required.

Files may subsequently be securely destroyed without further notice.

19. Complaints

Hayhills aims to provide a high standard of professional service.

Any concerns or complaints should initially be raised in writing with:

Complaints Manager, Hayhills
Email: info@hayhills.com

Hayhills will seek to review and address complaints fairly and reasonably.

As Hayhills is not an SRA regulated law firm:

• complaints cannot generally be referred to the Legal Ombudsman;
• and clients do not benefit from protections applicable to SRA-regulated firms.

20. Suspension and Termination

Either party may terminate an engagement at any time upon written notice.

Hayhills may terminate immediately where:

• invoices remain unpaid;
• instructions become inappropriate;
• conflicts arise;
• the relationship breaks down;
• the matter falls outside Hayhills’ permitted scope;
• or continuing would be inappropriate or commercially unreasonable.

Fees and liabilities accrued prior to termination remain payable.

21. Intellectual Property

Unless otherwise agreed in writing:

• all intellectual property rights in documents, templates, materials and work product created by Hayhills remain vested in Hayhills.

Clients may use documents solely for the purposes for which they were prepared.

22. Force Majeure

Hayhills shall not be liable for delay or failure arising from events beyond its reasonable control including:

• system failures;
• cyber incidents;
• telecommunications failures;
• illness;
• industrial action;
• governmental action;
• pandemics;
• or other force majeure events.

23. Governing Law and Jurisdiction

These Terms and any dispute arising from them shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction unless otherwise agreed in writing.

Acceptance, Electronic Signature and Acknowledgement

By instructing Hayhills, requesting services, making payment, signing General Terms of Advisory Engagement and Engagement Letter or continuing to engage with Hayhills following receipt of these Terms, the client shall be deemed to have accepted these General Terms of Advisory Engagement.

These General Terms of Advisory Engagement may be issued, accepted and signed electronically and shall take effect upon acceptance by the client through any one or more of the following:

• electronic signature through DocuSign, Zoho Sign or any other electronic signature platform selected by Hayhills;
• written confirmation by email accepting these Terms;
• payment of any consultation fee, payment on account, retainer or invoice issued by Hayhills;
• provision of instructions to commence or continue work;
• or otherwise engaging with Hayhills in a manner consistent with acceptance of these Terms.

Where these Terms or any related engagement documentation are issued electronically for signature, the client acknowledges that the electronic signing process may generate an audit trail, completion certificate, time stamp, delivery confirmation or similar electronic verification evidencing transmission, receipt, review and execution of the documentation.

Hayhills may retain electronically signed copies and associated audit or verification records as evidence of receipt, acceptance and agreement to these Terms.

The client agrees that electronic signatures and electronic records shall have the same legal effect as handwritten signatures and physical documents and may be relied upon for contractual, evidential, compliance and administrative purposes.

HAYHILLS LIMITED trading as HAYHILLS LEGAL ADVISORY
Registered address: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, UK
Email: info@hayhills.com
Website: hayhills.com

Commercially Focused Legal Advisory Services
Non-Reserved Legal Advisory Services Only