Terms & Conditions

This Agreement is dated: 

And is made between:

SIMPSON JONES, a company incorporated in Ireland under registered number 681663 and whose registered office is at 24 Haywood, Blessington, County Wicklow (the “Service Provider”).

And

INSERT  (“the Client”)

It is now agreed as follows:

• Terms of Agreement

1. 1. 1. This Agreement sets forth the terms and conditions under which the Service Provider agrees to provide Services to the Client.
      2. This Agreement shall commence on the date set forth above and will continue until either party hereto provides the other with not less than one month’s written notice of termination.
      3. This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties, or other matters, oral or written, purportedly agreed to or represented by or on behalf of Simpson Jones, its employees or agents, or contained in any sales material or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof.
      4. If any provision in this Agreement shall be determined to be void or unenforceable in whole or in part for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions or parts thereof. Such void or unenforceable provision shall be deemed to be severable from any other provisions or parts thereof contained and/or effect shall be given to the provision in such reduced form as may be decided by a court of competent jurisdiction.

• Definitions:

Commercially Reasonable Efforts: the same degree of priority and diligence with which the Service Provider meets the service needs of its other similar customers.

Client Cause: any of the following causes:

(a) any improper use, misuse or unauthorised alteration of the Services by the Client;

(b) any use of the Services by the Client in a manner inconsistent with the Service Specification or instructions (written or verbal) given by the Service Provider;

(c) the use by the Client of any hardware or software not approved by the Service Provider in for use by the Client in connection with the Services; or

(d) the use of a non-current version or release of the any software.

• Notices

1. 1. Notices to the Service Provider should be sent to: louise.jones@barristeradmin.ie 
   2. Notices to Client should be sent to: INSERT EMAIL ADDRESS 
2. Services 
   1. The Service Provider shall provide the Services in accordance with Schedule 1.
   2. As part of the Services the Service Provider shall:

1. provide legal administrative services via Clio, email and telephone;
2. commit appropriate resources to the provision of the Services;
3. use Commercially Reasonable Efforts to correct all issues reported under clause 5, and

1. The Service Provider may reasonably determine that it cannot provide the Services due to Client Cause or a fault outside the Service Provider’s control. If the Service Provider makes any such determination, it shall promptly notify the Client of that determination. The Client acknowledges that the Service Provider is not required to provide the Services in such circumstances.
2. Regular Consulting Service Hours

1. Regular Consulting Hours shall consist of any time the Service Provider provides the Services to the Client during regular business hours. Regular business hours are defined as 9:00 AM to 4:30 PM Monday through Friday excluding bank and public holidays. No Services will be provided for 4 weeks during the Long Vacation (August), 1 week at Easter and 1 week at Christmas (excluding bank and public holidays (ROI)).

1. 1. Fees
      1. The Services shall be paid for by the Client by way of Monthly Service Fee set out in Schedule 1. In addition to the Monthly Service Fee, the Service Provider shall be entitled to charge (on a time basis) where additional services, not included in the Services, are requested by the client and provided by the Service Provider.

• Service Requests

1. 1. 1. Each Service Request, which can be submitted by email, telephone call, voice message, text message or voice note, shall include a description of the work required.

• Service Levels

1. 1. The Service Provider shall:

1. prioritise all Service Requests based on its reasonable assessment of the appropriate level of the Service Request; and
2. resolve all Service Requests in accordance with the responses and resolution times specified in the table set out below:

1. The Service Provider and the Client may agree to vary the service level response times and resolution times.

• Data Protection

1. 1. The Client and the Service Provider acknowledge that the Client is the Data Controller and the Service Provider is a Data Processor for the purposes of processing personal data (as defined in the GDPR) pursuant to this Agreement.  
   2. The Client shall authorise the Service Provider to process personal data in any reasonable manner that fulfils the obligations of this Services Agreement. 
   3. The Client shall ensure that all instructions that it gives to the Service Provider in respect of personal data are in accordance with Data Protection Laws.
   4. The Service Provider shall only process Personal Data on the instruction of the Client with regard to the said processing.
   5. The Service Provider shall process personal data in compliance with the obligations placed on it under Data Protection Laws and this Agreement.
   6. The Client shall, in respect of Protected Data, ensure that their privacy notices are clear and provide sufficient information to the Data Subjects for them to understand what of their personal data the Client is sharing with the Service Provider, the circumstances in which it will be shared, how such data will be processed and either the identity of the Service Provider or a description of the type of organisation that will receive the personal data.
   7. The Client and the Service Provider both acknowledge that Data Subjects have the right to obtain certain information about the processing of their personal data through a Subject Access Request.  Where the Service Provider receives a Subject Access Request as a result of its processing Protected Data, the Service Provider will inform the Client and forward the request to the Client. The Service Provider will not respond to the request, except on the instructions of the Client. 
   8. The Service Provider shall not retain or process personal data for longer than is necessary.  Any personal data in the Service Provider’s possession on the termination or expiry of the Agreement will be returned or permanently erased, at the election of the Client unless the Service Provider is required by law to retain such Personal Data for a specified period.
   9. The Service Provider shall take reasonable steps to ensure the reliability of all its employees who have access to the personal data.
   10. The Service Provider agrees that, having regard to the state of technological development and the cost of implementing any measures, it will implement appropriate technical and organisational measures to ensure a level of security which is proportionate to the risk to the security of the personal data and in particular:- the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

1. the nature of the data to be protected.

1. Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Agreement or the applicable data protection laws. 
2. The Client acknowledges that the Service Provider is reliant on the Client for instruction as to the extent to which the Service Provider is entitled to use and process the Personal Data. Consequently, the Service Provider will not be liable for any claim brought by a Data Subject arising from any action or omission by the Service Provider, to the extent that such action or omission resulted directly or indirectly from the Client’s instructions.
3. The Service Provider may authorise with the Client’s prior written consent (but not otherwise) a third party (subcontractor) to process the Personal Data provided that the subcontractor’s contract:

1. is on terms which are substantially the same as those set out in this Agreement ; and
2. terminates automatically on termination of this Agreement for any reason.

1. The Service Provider will notify the Client promptly of any data security breach. The Service Provider will also report such Data Security Breach to the Supervisory Authority where required by Data Protection Laws. The Client agrees to provide all necessary assistance at its own expense to the Service Provider to facilitate the handling and resolution of the Data Security Breach in an expeditious and compliant manner.
2. In the event of a dispute or claim brought by a Data Subject or the Supervisory Authority concerning the processing of Personal Data against either or both parties, the parties will inform each other about any such disputes or claims and will cooperate with a view to settling them amicably in a timely fashion.

• Confidentiality

1. 1. Confidential Information means all confidential information that the Client discloses or makes available to the Service Provider before, on or after the date of this agreement. This includes:

1. the business, affairs, clients and instructing Solicitors  of the Client; and
2. the operations, processes, designs, trade secrets or software of the Client;
3. any information, findings, data or analysis derived from Confidential Information; and
4. any other information that is identified as being of a confidential nature; but excludes any information referred to in clause 8.2.

1. Information is not Confidential Information if:

1. it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Service Provider in breach of this agreement;
2. it was available to the Service Provider on a non-confidential basis prior to disclosure by the Client;
3. it was, is, or becomes available to the Service Provider on a non-confidential basis from a person who, to the Service Provider’s knowledge, is not under any confidentiality obligation in respect of that information;
4. it was lawfully in the possession of the Service Provider before the information was disclosed by the Client;
5. it is developed by or for the Service Provider independently of the information disclosed by the Client; or
6. the parties agree in writing that the information is not confidential.

1. In return for the Client making Confidential Information available to the Service Provider, the Service Provider undertakes to the Client that it shall:

1. keep the Confidential Information secret and confidential;
2. not use or exploit the Confidential Information in any way except for complying with its obligations under the Agreement;
3. not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this Agreement;
4. not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for complying with its obligations under the Agreement; and
5. apply the same security measures and degree of care to the Confidential Information as the Service Provider applies to its own confidential information, which the Service Provider warrants as providing adequate protection from unauthorised disclosure, copying or use.

1. The Service Provider shall establish and maintain adequate security measures to safeguard the Confidential Information from unauthorised access or use.
2. The Service Provider may disclose the Confidential Information to its contractors and/or employees on the basis that it:

1. informs those parties of the confidential nature of the Confidential Information before it is disclosed; and
2. procures that those parties comply with the confidentiality obligations as if they were the Service Provider.

1. The Service Provider shall be liable for the actions or omissions of the Representatives in relation to the Confidential Information as if they were the actions or omissions of the Service Provider.
2. If so requested by the Client at any time by notice in writing to the Service Provider, the Service Provider shall promptly:

1. destroy or return to the Client all documents and materials (and any copies) containing, reflecting, incorporating or based on the Client’s Confidential Information;
2. erase all the Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form;
3. to the extent technically and legally practicable, erase all the Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and
4. certify in writing to the Client that it has complied with the requirements of this clause 8.7.

1. Nothing in clause 8.7 shall require the Service Provider to return or destroy any documents and materials containing or based on the Confidential Information that the Service Provider is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any authority, to which it is subject. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Service Provider.
2. The Client reserves all rights in its Confidential Information. The disclosure of Confidential Information by the Client to the Service Provider does not give the Service Provider or any other person any licence or other right in respect of any Confidential Information beyond the rights expressly set out in this agreement.
3. Except as expressly stated in this agreement, the Client makes no express or implied warranty or representation concerning its Confidential Information including, but not limited to, the accuracy or completeness of the Confidential Information.

• Termination

1. 1. The Client shall give not less than one month’s notice to terminate the Agreement or any Service(s) supplied pursuant to it.  If no notice or less than one month’s notice is given, the Contract and any Service(s) supplied pursuant to it shall continue for a further period of 1 month.  This period may be reduced at the Service Provider’s sole and absolute discretion.
   2. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

1. the other party commits a material breach of its obligations under the Agreement and (if such breach is remediable) fails to remedy that breach within five days after receipt of notice in writing to do so;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

1. Without affecting any other right or remedy available to it, the Service Provider may terminate the Contract with immediate effect by giving written notice to the Client if:

1. the Client fails to pay any amount due under the Contract on the due date for payment; or
2. there is a change of control of the Client.

1. Without affecting any other right or remedy available to it, the Service Provider may suspend the supply of Services under the Contract or any other contract between the Client and the Service Provider if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 10.2 above, or the Service Provider reasonably believes that the Client is about to become subject to any of them.

• Consequences of Termination

1. 1. 1. On termination of the Contract the Client shall immediately pay to the Service Provider all of the Service Provider’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Service Provider shall submit an invoice, which shall be payable by the Client immediately on receipt.
      2. Termination of the Contract shall not affect any rights, remedies, obligations, and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
      3. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

• Force Majeure

1. 1. The Service Provider shall not be in breach of the Agreement nor liable for delay in performing or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its or, in the case of:

1. riots, 
2. civil unrest, 
3. acts of terrorism; 
4. labour disputes or strikes; 
5. government embargoes or other government actions affecting the supply chain; and 
6. power outages or transportation issues.
7. pandemics;
8. acts of hackers or other internet service providers.

• Law

The Agreement shall be governed by and construed in accordance with Irish law.

Schedule 1: Services