TERMS OF BUSINESS

OMB LEGAL
A Trading Name of FLRR Limited
 
1. INTRODUCTION
1.1 These Terms of Business (“Terms”) govern the contractual relationship between FLRR Limited, trading as OMB Legal (“OMB Legal”, “we”, “our” or “us”), and the individual, company, partnership, charity, trust or other legal entity instructing us (“the Client”, “you” or “your”).
1.2 These Terms apply to all services provided by OMB Legal unless expressly varied by a separate written agreement signed on behalf of FLRR Limited or the authorised provider of the relevant legal services.
1.3 These Terms should be read together with any Engagement Letter, Client Care Letter, Scope of Work, Quotation, Proposal, Invoice, Fee Estimate, Email Confirmation, Statement of Work or other written communication issued by us. In the event of any inconsistency, the specific terms contained within the Engagement Letter or written scope for the relevant matter shall prevail.
1.4 By providing instructions, accepting a quotation, making payment, signing an engagement letter, electronically accepting our terms, continuing to instruct us after receiving these Terms or otherwise requesting that work be undertaken on your behalf, you acknowledge that you have read, understood and accepted these Terms, which shall constitute a legally binding agreement between the parties.
1.5 These Terms are intended to establish a transparent and professional working relationship and to define the rights, obligations and responsibilities of both parties throughout the course of our engagement.
1.6 No variation to these Terms shall be effective unless confirmed by us in writing.
1.7 References within these Terms to legislation include any statutory amendment, modification, re-enactment or replacement of that legislation from time to time.
 
2. ABOUT OMB LEGAL
2.1 OMB Legal is the principal trading brand through which FLRR Limited provides legal consultancy, strategic advisory services, business support services and, where appropriate, facilitates the delivery of regulated legal services through authorised legal professionals and regulated legal practices.
2.2 FLRR Limited is a private limited company incorporated in England and Wales and remains the contracting entity for consultancy and non-reserved legal services unless expressly stated otherwise in writing.
2.3 OMB Legal has been established to serve Owner Managed Businesses (“OMBs”), entrepreneurs, business owners, investors, charities, property owners, private individuals and families requiring commercially focused legal and strategic advice throughout the lifecycle of their business, investments and personal affairs.
2.4 The expression “Owner Managed Business” is used in its ordinary commercial and taxation context to describe a business in which the owners actively participate in its ownership, management or control. The use of this expression does not imply any affiliation with, endorsement by or representation on behalf of HM Revenue & Customs.
2.5 OMB Legal operates a number of specialist brands, divisions and trading styles, each of which forms part of the wider FLRR Limited group of services. These include, without limitation, CEO Wills®, FLRR and such additional brands as may be introduced from time to time.
2.6 For the avoidance of doubt, each trading name forms part of the same business ecosystem and does not constitute a separate legal entity. Any contractual relationship entered into by a client shall be with the entity identified within the relevant Engagement Letter or invoice.
2.7 Where a matter requires regulated legal services, reserved legal activities or legal representation before a court or tribunal, such services may be provided by an appropriately authorised solicitor or regulated law firm under separate regulatory arrangements. Where this occurs, the Client shall be informed of the identity of the relevant legal service provider before any regulated work commences.
2.8 Nothing within these Terms shall be interpreted as creating a solicitor-client retainer, regulated legal relationship or duty owed by any solicitor, law firm or authorised legal practice unless and until such relationship has been expressly confirmed in writing.
 
3. OUR SERVICES AND REGULATORY POSITION
3.1 OMB Legal provides a broad range of commercial, strategic and legal support services to businesses and private clients. Depending upon the nature of the engagement, services may include corporate and commercial law, commercial property, banking and finance, business succession planning, private wealth planning, estate planning, trusts, wills, probate support, governance, risk management, dispute resolution support, legal consultancy and such other professional services as may be agreed in writing.
3.2 Certain services provided by OMB Legal constitute legal consultancy and strategic advisory services only and do not amount to reserved legal activities within the meaning of the Legal Services Act 2007.
3.3 Where a matter requires the carrying out of a reserved legal activity, litigation, advocacy or any other regulated legal service, such work shall only be undertaken by an appropriately authorised individual or regulated legal practice in accordance with applicable legislation and professional regulation.
3.4 Where appropriate, OMB Legal may coordinate the delivery of services through consultant solicitors, barristers, accountants, tax advisers, surveyors, valuers, financial advisers, insolvency practitioners, notaries, regulated law firms or other professional advisers. Unless expressly stated otherwise, each such professional shall remain independently responsible for the advice provided within their own area of expertise.
3.5 Any legal opinions, commercial recommendations or strategic observations provided by us are based upon the facts and documentation made available at the time instructions are received and upon the law and regulatory guidance in force on the date the advice is given.
3.6 The law develops continuously through legislation, judicial decisions, regulatory guidance and government policy. Unless expressly agreed otherwise in writing, we are under no continuing obligation to notify the Client of subsequent changes in the law following completion of the relevant matter.
3.7 Unless expressly agreed in writing, we do not provide regulated financial advice, investment advice, insurance advice or accountancy services. Where specialist advice is required, the Client should obtain independent advice from an appropriately qualified professional.
3.8 No guarantee is given regarding the outcome of any transaction, negotiation, litigation, regulatory application, tax position, commercial arrangement or other legal matter. Our engagement is to provide professional skill, care and judgement in the performance of the agreed services and not to guarantee any particular result.
3.9 Any timescales, completion dates or commercial objectives discussed during the course of a matter are estimates only and shall not constitute contractual obligations unless expressly confirmed in writing.
 
4. ENGAGEMENT, INSTRUCTIONS AND SCOPE OF RETAINER
4.1 Our engagement shall commence only upon our acceptance of your instructions. We reserve the absolute right, at our discretion, to decline instructions without providing reasons, including where we identify a conflict of interest, regulatory restriction, insufficient information, unacceptable risk or any circumstance which would prevent us from acting in accordance with our professional or commercial obligations.
4.2 The scope of our engagement shall be limited to the specific matter or matters identified within the relevant Engagement Letter, Client Care Letter, Fee Proposal, Quotation, Invoice, Email Confirmation or other written communication issued by us (“the Retainer”).
4.3 Unless expressly agreed in writing, our Retainer shall not extend beyond the specific matter for which we have been instructed. Any subsequent transaction, additional work, variation, negotiation, review, advice or ancillary service shall constitute a separate instruction and may be subject to further fees and revised terms.
4.4 We shall perform the services comprised within the Retainer using reasonable skill, care and diligence, having regard to the nature, complexity and value of the matter, the information provided by the Client and the applicable law and professional standards at the time the services are performed.
4.5 Our advice is prepared exclusively for the benefit of the Client identified within the Retainer. No other person or organisation shall be entitled to rely upon our advice, documents or work product without our prior written consent.
4.6 Unless expressly agreed otherwise, our Retainer does not include the provision of ongoing monitoring, future legal updates, periodic reviews or continuing advice following completion of the matter. The Client is responsible for seeking further advice where circumstances change or additional legal issues arise.
4.7 We shall be entitled to rely upon instructions received from any individual whom we reasonably believe has authority to act on behalf of the Client, including directors, partners, trustees, office holders, employees or authorised representatives.
4.8 Where instructions are provided jointly by two or more individuals, we shall be entitled to communicate with either or all of those individuals and to treat instructions received from any one of them as binding upon all joint Clients unless expressly agreed otherwise in writing.
4.9 We may refuse to act upon any instruction which is unclear, incomplete, inconsistent with previous instructions, unlawful, unethical or, in our reasonable opinion, exposes us to unacceptable legal, regulatory or commercial risk.
4.10 The Client acknowledges that legal services frequently require the exercise of professional judgment and that recommendations may change as additional facts, documentation or legal issues become known during the course of the engagement.
 
5. CLIENT RESPONSIBILITIES
5.1 The Client shall cooperate fully with us throughout the course of the engagement and shall provide all information, documentation, explanations and instructions reasonably required to enable us to perform the services comprised within the Retainer.
5.2 The Client warrants that all information provided to us is complete, accurate and not misleading in any material respect. We shall be entitled to rely upon the accuracy of such information without undertaking independent verification unless expressly agreed otherwise.
5.3 The Client shall immediately notify us of any change in circumstances which may affect the advice provided or the progress of the matter, including changes relating to ownership, financial circumstances, family circumstances, corporate structure, regulatory status, litigation, insolvency or any other material fact.
5.4 The Client shall review all draft documents, reports, contracts, correspondence and other work product supplied by us and shall notify us promptly of any omission, inaccuracy or proposed amendment.
5.5 Where documents require execution, witnessing, registration, filing or submission to any authority, the Client shall ensure that all necessary signatures, approvals and supporting documentation are obtained within any applicable statutory or contractual timescales unless we have expressly agreed to undertake those steps on the Client’s behalf.
5.6 The Client acknowledges that delays in providing instructions, documentation or approvals may affect transaction timetables, completion dates and overall costs. We shall not be liable for delays arising directly or indirectly from the Client’s failure to provide timely instructions or information.
5.7 Where the Client appoints other professional advisers in connection with the matter, including accountants, surveyors, lenders, financial advisers or tax advisers, the Client shall ensure that those advisers cooperate promptly where their input is reasonably required for the progression of the matter.
5.8 The Client shall comply with all applicable laws and regulations relevant to the matter and shall not require us to undertake any act which is unlawful, misleading, fraudulent or contrary to our professional obligations.
5.9 Where the Client is a company, partnership, charity or other organisation, the individual providing instructions confirms that they possess the necessary authority to bind that organisation and to incur legal fees on its behalf.
5.10 We shall not be responsible for any loss arising from inaccurate, incomplete, delayed or misleading information supplied by the Client or by any third party acting on the Client’s behalf.
 
6. FEES, PAYMENT AND PAYMENT ON ACCOUNT
6.1 Our fees shall be calculated in accordance with the basis agreed at the commencement of the Retainer. Unless otherwise stated in writing, fees may be charged on a fixed fee, hourly rate, staged fee or other agreed pricing structure.
6.2 All quotations and fee estimates are based upon the information available at the time they are prepared. Should the scope, complexity or duration of the matter materially change, we reserve the right to revise our fees upon giving reasonable notice to the Client.
6.3 Unless expressly stated otherwise, all fees are exclusive of Value Added Tax (“VAT”), which shall be payable at the prevailing rate where applicable.
6.4 We may require payment on account before commencing work or before progressing to subsequent stages of a matter. Any payment on account constitutes an advance against future fees, expenses and disbursements and shall not be regarded as payment for any specific item of work.
6.5 Upon receipt of monies on account, we may immediately allocate professional time, commence conflict and compliance checks, undertake anti-money laundering procedures, open the matter, reserve professional resources, begin legal analysis, prepare documentation and otherwise progress the Retainer. The Client acknowledges that substantive work frequently commences before draft documents are produced.
6.6 Where the Client instructs us to commence work immediately, including within any statutory cancellation period applicable to consumer contracts, the Client expressly requests immediate performance of the services. The Client acknowledges that, to the extent permitted by law, cancellation rights may be reduced or extinguished once services have commenced.
6.7 Fees are earned by reference to professional time, legal analysis, strategic advice, negotiation, drafting, compliance, project management, supervision and the allocation of professional resources, and are not dependent solely upon the production of final documentation or the successful completion of the underlying transaction.
6.8 If the Client withdraws instructions after work has commenced, we shall be entitled to render an invoice for all work undertaken up to the date of termination, together with any disbursements incurred and any fees properly attributable to reserved professional capacity.
6.9 We reserve the right to suspend or cease work where invoices remain unpaid, monies on account have been exhausted, payment plans have been breached or we reasonably consider that there is a material risk of non-payment.
6.10 Interest may be charged on overdue invoices at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, or at such other lawful rate as may be specified within the Engagement Letter, together with any reasonable costs incurred in recovering outstanding sums.
6.11 Unless otherwise agreed, all invoices shall be payable immediately upon receipt. We reserve the right to retain documents, cease acting or decline to undertake further work until all outstanding sums have been paid in cleared funds.
 
7. DISBURSEMENTS, THIRD PARTY COSTS AND EXTERNAL PROFESSIONALS
7.1 Unless expressly stated otherwise within the Engagement Letter, our professional fees do not include disbursements or payments made to third parties on the Client’s behalf. A disbursement is any sum paid or payable to a third party in connection with the provision of our services.
7.2 Disbursements may include, without limitation, Companies House fees, HM Land Registry fees, Stamp Duty Land Tax, HM Revenue & Customs charges, Office of the Public Guardian fees, Probate Registry fees, court fees, counsel’s fees, expert witness fees, valuation fees, search fees, translation costs, notarial fees, banking charges, courier costs, Companies House filing fees and any statutory or governmental charges.
7.3 Where reasonably required for the progression of the matter, we may request payment on account of anticipated disbursements before incurring such expenditure. We shall not ordinarily be obliged to incur third-party costs on the Client’s behalf unless sufficient cleared funds have first been received.
7.4 Where we introduce or recommend another professional, including solicitors, barristers, accountants, tax advisers, surveyors, valuers, financial advisers, insolvency practitioners, lenders or other specialists, such recommendation is made in good faith based upon our knowledge and experience at the time. Unless expressly agreed otherwise, those professionals shall be independently retained by the Client and shall owe their own separate contractual and professional duties to the Client.
7.5 We accept no responsibility for the acts, omissions, advice, delay, negligence or default of any third-party adviser, government department, lender, public authority or service provider engaged in connection with the Client’s matter.
7.6 Where another professional forms part of a wider transaction or project team, we may communicate directly with that professional where reasonably necessary to progress the matter, unless the Client instructs us otherwise in writing.
7.7 Any estimate provided in respect of third-party costs is indicative only. Actual charges remain subject to the fees levied by the relevant organisation or authority, over which we have no control.
7.8 Where monies are held by us for the purpose of paying disbursements, we reserve the right to apply such monies only towards the purpose for which they were received unless otherwise agreed with the Client.
 
8. REGULATORY COMPLIANCE, CLIENT DUE DILIGENCE AND ANTI-MONEY LAUNDERING
8.1 We are committed to maintaining the highest standards of legal, ethical and regulatory compliance. Before accepting or continuing instructions, we may carry out such identity verification, due diligence, conflict checking, sanctions screening and compliance procedures as we reasonably consider necessary in order to comply with applicable law, professional obligations and internal risk management policies.
8.2 The Client shall promptly provide such documentation and information as we reasonably require, including photographic identification, proof of residential address, company incorporation documents, trust documentation, source of funds information, source of wealth information, ownership structures and any other evidence reasonably necessary to satisfy our compliance obligations.
8.3 Where the Client fails or refuses to provide satisfactory information within a reasonable period, we reserve the right to decline instructions, suspend work or terminate the Retainer without liability.
8.4 The Client acknowledges that applicable legislation may prohibit us from disclosing the reasons for certain compliance decisions or from informing the Client where a report has been made to any competent authority. Nothing within these Terms shall require us to act in breach of any statutory duty of confidentiality or reporting obligation.
8.5 We reserve the right to undertake ongoing compliance monitoring throughout the course of the Retainer where circumstances require, including where new transactions, assets, parties or funding arrangements arise.
8.6 The Client warrants that all monies used in connection with the Retainer originate from lawful sources and that the matter does not involve the proceeds of crime, terrorist financing, sanctions evasion or any unlawful activity.
8.7 Where we reasonably consider that continuing to act would expose us to legal, regulatory or reputational risk, we reserve the right to cease acting immediately upon written notice to the Client, subject always to our professional obligations.
8.8 Nothing within these Terms obliges us to accept or continue instructions where doing so would place us in breach of applicable legislation, professional rules or regulatory guidance.
 
9. ELECTRONIC COMMUNICATIONS, TECHNOLOGY AND CYBER SECURITY
9.1 The Client acknowledges that modern legal services are frequently delivered through electronic means, including email, cloud-based document management systems, electronic signatures, secure client portals, video conferencing, digital identity verification platforms and other technology-based solutions.
9.2 Unless the Client instructs us otherwise in writing, we may communicate by electronic means where we consider this to be appropriate for the efficient conduct of the Retainer.
9.3 Whilst we employ reasonable technical and organisational measures to protect electronic communications and information systems, no method of electronic transmission or storage can be guaranteed to be entirely secure. The Client accepts the inherent risks associated with electronic communications, including interception, corruption, delay, unauthorised access and technical failure.
9.4 The Client shall take reasonable steps to protect its own systems, passwords, devices and email accounts and shall notify us immediately upon becoming aware of any suspected compromise, fraud or unauthorised communication relating to the Retainer.
9.5 We shall never notify the Client of changes to our bank account details solely by email. Where the Client receives any communication purporting to change payment instructions, the Client shall verify those instructions directly with us using independently obtained contact details before transferring any funds.
9.6 We shall not be responsible for any loss arising from the Client’s failure to verify payment instructions or from cybercrime perpetrated against the Client or any third party, unless such loss results directly from our own negligence or fraud.
9.7 We may use artificial intelligence, document automation, workflow management software and other technological tools to assist in the preparation, review, organisation and management of legal documentation, provided that all substantive legal work remains subject to appropriate professional oversight and quality assurance.
9.8 The use of technology-assisted systems does not diminish our duty to exercise independent professional judgment in carrying out the Retainer, nor does it alter the standard of care owed to the Client.
9.9 Electronic copies of documents, correspondence and file records may be retained by us for regulatory, compliance, audit and business continuity purposes in accordance with our document retention policies and applicable law.
 
10. CONFIDENTIALITY
10.1 Subject to the provisions of this Agreement, applicable law and our regulatory obligations, we shall keep confidential all information obtained from or relating to the Client during the course of the Retainer.
10.2 The duty of confidentiality shall apply to all information disclosed by the Client, whether orally, electronically or in writing, together with all documents, records, correspondence, commercial information, financial information, personal information and any other material supplied in connection with the Retainer.
10.3 Our duty of confidentiality shall continue after completion or termination of the Retainer, save where disclosure is authorised by the Client, required by law, required by a court of competent jurisdiction, required by a regulatory authority or reasonably necessary for the establishment, exercise or defence of legal rights.
10.4 The Client authorises us, where reasonably necessary, to disclose confidential information to our employees, consultant solicitors, agents, professional advisers, external service providers and other appropriately qualified professionals engaged in connection with the Retainer, provided that such persons are themselves subject to duties of confidentiality.
10.5 Where the Client instructs us jointly with another individual or organisation, the Client acknowledges that information relevant to the Retainer may be shared between those joint Clients unless otherwise agreed in writing.
10.6 We may disclose confidential information where we reasonably consider such disclosure necessary to prevent fraud, comply with statutory reporting obligations, satisfy anti-money laundering legislation, comply with sanctions legislation or protect our legitimate legal or regulatory interests.
10.7 Nothing within these Terms shall require us to disclose information where disclosure is prohibited by law or where doing so would amount to the offence of “tipping off” under applicable anti-money laundering legislation.
10.8 The Client shall likewise keep confidential any proprietary methodologies, templates, advice, commercial strategies, fee arrangements or internal processes disclosed by us except where disclosure is reasonably necessary for the proper conduct of the Client’s affairs or otherwise required by law.
 
11. DATA PROTECTION AND PRIVACY
11.1 We are committed to protecting personal data and processing information lawfully, fairly and transparently in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and all other applicable data protection legislation.
11.2 For the purposes of applicable data protection legislation, we shall ordinarily act as an independent Data Controller in relation to personal data processed during the course of the Retainer, unless expressly agreed otherwise in writing.
11.3 We may collect, store, use and process personal information relating to the Client and to other individuals connected with the matter where such processing is reasonably necessary for the performance of the Retainer, compliance with our legal obligations, the protection of legitimate interests or any other lawful basis recognised by applicable legislation.
11.4 The categories of personal information processed may include identity information, contact details, financial information, company information, employment information, family information, health information, criminal conviction information where lawfully permitted, source of funds information, source of wealth information and any other information reasonably required for the conduct of the Retainer.
11.5 The Client confirms that where personal information relating to another individual is provided to us, the Client has lawful authority to disclose that information or has obtained any consent required by law.
11.6 We may process personal data for the purposes of client onboarding, identity verification, anti-money laundering compliance, sanctions screening, legal advice, document preparation, transaction management, billing, debt recovery, regulatory compliance, quality assurance, risk management, professional indemnity purposes and the administration of our business.
11.7 Where necessary for the proper conduct of the Retainer, personal information may be shared with courts, government departments, regulators, HM Revenue & Customs, HM Land Registry, the Office of the Public Guardian, Companies House, lenders, financial institutions, barristers, accountants, tax advisers, surveyors, valuers, technology providers, identity verification providers and other professional advisers.
11.8 We shall retain personal data only for so long as is reasonably necessary to comply with our legal, regulatory, insurance and professional obligations or to protect our legitimate business interests.
11.9 The Client has the rights conferred by applicable data protection legislation, including the rights of access, rectification, restriction, objection, erasure and data portability, subject always to the statutory limitations applicable to those rights.
11.10 Further information regarding the manner in which personal data is collected, processed, retained and protected is contained within our Privacy Policy, which forms part of these Terms and is available upon request or via our website.
 
12. CLIENT MONEY, DOCUMENTS AND FILE MANAGEMENT
12.1 Unless expressly agreed otherwise, we shall not hold client money save where permitted by law or under the regulatory arrangements governing the provider of the relevant legal services.
12.2 Where monies are received by us on account of fees, anticipated disbursements or other agreed purposes, such monies shall be applied towards the relevant matter in accordance with the Engagement Letter and these Terms.
12.3 The Client shall ensure that all monies paid to us originate from lawful sources and that satisfactory evidence of the source of funds and, where appropriate, source of wealth is provided upon request.
12.4 Original documentation supplied by the Client shall remain the property of the Client unless otherwise agreed. We may retain copies of all documentation for regulatory, evidential, professional indemnity, compliance and business continuity purposes.
12.5 Unless otherwise agreed in writing, original documents shall be returned to the Client upon completion of the Retainer or destroyed securely following reasonable notice where collection or delivery is not practicable.
12.6 Electronic copies of correspondence, legal documentation, attendance notes, file records, identification documents and other materials may be retained for such period as we reasonably consider necessary having regard to our legal, regulatory, insurance and commercial obligations.
12.7 Upon completion or termination of the Retainer, we may archive the Client’s file in electronic or physical format. We reserve the right to destroy archived files after the expiration of the applicable retention period unless legislation or professional obligations require longer retention.
12.8 Unless expressly agreed otherwise in writing, we shall not be responsible for retaining original deeds, wills, powers of attorney, share certificates, trust instruments or other original legal documents indefinitely. The Client remains responsible for ensuring the secure long-term storage of such documents following their return.
12.9 We reserve the right to exercise any lien or other lawful right over documents and papers belonging to the Client where fees or disbursements remain outstanding, to the extent permitted by applicable law.
12.10 Following completion of the Retainer, the Client may request copies of documents held on file. We reserve the right to make a reasonable administrative charge for retrieving, copying, certifying or reproducing archived documentation where permitted by law.
 
13. INTELLECTUAL PROPERTY, WORK PRODUCT AND USE OF DOCUMENTS
13.1 All intellectual property rights, including copyright, database rights, design rights, trade marks, business methods, drafting methodologies, templates, precedents, checklists, workflows, know-how, training materials, policies, systems, software, branding and other proprietary materials created, developed or owned by us shall remain vested exclusively in us unless expressly agreed otherwise in writing.
13.2 Upon payment in full of all invoices relating to the Retainer, the Client shall receive a non-exclusive, non-transferable licence to use those documents specifically prepared for the Client solely for the purpose for which they were produced.
13.3 Unless otherwise agreed in writing, no document prepared by us may be copied, reproduced, adapted, distributed, sold, licensed, published or otherwise exploited for commercial purposes by the Client or any third party.
13.4 The Client shall not remove, obscure or alter any copyright notice, proprietary marking or branding appearing on documents produced by us.
13.5 Nothing within these Terms shall operate as an assignment of any intellectual property rights belonging to us, save only to the extent expressly provided within the Engagement Letter.
13.6 Where templates, precedents or drafting styles developed by us are incorporated into documentation prepared for the Client, ownership of those underlying materials shall remain exclusively vested in us notwithstanding their incorporation into any final document.
13.7 The Client acknowledges that many legal documents are prepared using proprietary drafting methodologies, accumulated professional knowledge and precedent libraries developed over many years and that the value of our services extends beyond the production of the final document itself.
13.8 We reserve the right to retain anonymised know-how, drafting techniques, legal analysis and experience gained during the course of the Retainer for the purposes of developing our precedents, systems, knowledge management and future legal services, provided that no confidential or personally identifiable information relating to the Client is disclosed.
13.9 Where the Client provides documents, branding, intellectual property or other materials belonging to the Client, ownership shall remain with the Client and the Client grants us a licence to use such materials solely for the purposes of performing the Retainer.
 
14. LIMITATION OF LIABILITY
14.1 Nothing within these Terms shall exclude or restrict liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any other liability which cannot lawfully be excluded or limited.
14.2 Subject to Clause 14.1, our total aggregate liability arising out of or in connection with the Retainer, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total amount of professional fees actually paid by the Client in respect of the matter giving rise to the claim unless a different limit is expressly agreed in writing.
14.3 We shall not be liable for any indirect, consequential or special loss, including but not limited to loss of profit, loss of business opportunity, loss of anticipated savings, loss of goodwill, loss of reputation, loss of income, loss of production, business interruption or loss of data, whether or not such loss was reasonably foreseeable.
14.4 We shall not be liable for any loss arising directly or indirectly from information, documentation or instructions supplied by the Client or by any third party acting on the Client’s behalf which are inaccurate, incomplete, misleading or provided late.
14.5 We shall not be responsible for any act, omission, delay, insolvency, negligence or default of any third party, including government departments, courts, lenders, financial institutions, surveyors, valuers, accountants, tax advisers, barristers, experts, technology providers or any other professional engaged in connection with the matter.
14.6 Legal advice is provided on the basis of the law, regulatory guidance and prevailing practice applicable at the date the advice is given. We accept no responsibility for changes in legislation, judicial interpretation, governmental policy or regulatory practice occurring after completion of the Retainer unless expressly instructed to advise further.
14.7 Where our advice depends upon assumptions, information or documentation supplied by the Client or others, we shall be entitled to rely upon the accuracy of that information without undertaking independent verification unless expressly agreed otherwise.
14.8 No warranty or guarantee is given regarding the commercial success, financial outcome, tax treatment, regulatory approval, litigation outcome or any other future consequence arising from the implementation of our advice.
14.9 No proceedings may be commenced against us unless written notice of the claim is given as soon as reasonably practicable after the Client becomes aware of the circumstances giving rise to the claim and, in any event, within the applicable statutory limitation period.
14.10 The limitations contained within this Clause shall continue to apply notwithstanding completion or termination of the Retainer.
 
15. TERMINATION OF THE RETAINER
15.1 Either party may terminate the Retainer at any time by giving written notice to the other.
15.2 We may terminate the Retainer immediately where we reasonably consider that continued engagement would be unlawful, professionally improper or inconsistent with our regulatory, ethical or commercial obligations.
15.3 Without limitation, we may cease acting where the Client fails to pay invoices when due, fails to provide information reasonably requested, fails to comply with applicable legal or regulatory requirements, provides misleading information, loses capacity to instruct, creates a conflict of interest, behaves abusively towards our personnel or otherwise fundamentally breaches these Terms.
15.4 Upon termination, the Client shall immediately pay all outstanding professional fees, disbursements and expenses incurred up to the date of termination together with any fees attributable to work reasonably undertaken but not yet invoiced.
15.5 Termination shall not affect any accrued rights, obligations or liabilities existing as at the date of termination.
15.6 Where the Retainer terminates before completion of the matter, we shall not be responsible for any consequences arising from the Client’s failure to appoint alternative advisers promptly.
15.7 Following termination, we shall be entitled to retain copies of all documentation, correspondence and file records for regulatory, insurance, audit and legal purposes in accordance with our document retention policies.
15.8 We reserve the right to decline any future instructions from the Client following termination without providing reasons.
15.9 Where termination occurs after substantive work has commenced, the Client acknowledges that professional fees remain payable for work undertaken, irrespective of whether the transaction, matter or project ultimately proceeds to completion.
15.10 The provisions relating to confidentiality, intellectual property, limitation of liability, data protection, payment obligations, governing law and any other provision intended by its nature to survive termination shall continue in full force and effect following termination of the Retainer.
 
16. COMPLAINTS, CLIENT CARE AND CONTINUOUS IMPROVEMENT
16.1 OMB Legal is committed to providing a professional, responsive and high-quality service. If at any stage the Client is dissatisfied with any aspect of our service, we encourage the Client to raise the matter with us promptly so that we may investigate the concerns and seek to resolve them fairly and efficiently.
16.2 Any complaint should be made in writing and addressed to the Managing Director or such other individual as may be nominated by OMB Legal from time to time. The complaint should set out the nature of the concern together with any relevant supporting information.
16.3 Upon receipt of a complaint, we shall acknowledge receipt within a reasonable period and undertake an appropriate investigation into the issues raised. We shall endeavour to provide a substantive written response as soon as reasonably practicable, having regard to the complexity of the complaint.
16.4 Where the services giving rise to the complaint have been delivered through a regulated solicitor or authorised law firm, any complaint relating to the regulated legal services may also be subject to that firm’s complaints procedure and any applicable statutory or regulatory complaints process. Details shall be provided upon request or within the relevant Engagement Letter.
16.5 Nothing within this clause shall prejudice any statutory rights or regulatory remedies available to the Client.
16.6 We continually review our procedures, documentation and service delivery and may use anonymised client feedback for quality assurance, training, compliance, risk management and service improvement purposes.
16.7 The Client agrees that any concerns regarding the quality of our service should, wherever reasonably practicable, first be raised directly with us before publication through any public forum, review platform or social media channel, thereby providing us with a reasonable opportunity to investigate and respond.
16.8 Nothing within this clause prevents the Client from exercising any lawful right to make protected disclosures, report concerns to regulators or publish opinions honestly held, provided that such communications are not defamatory or otherwise unlawful.
 
17. GENERAL PROVISIONS
17.1 These Terms, together with the Engagement Letter and any documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all previous discussions, negotiations, representations, understandings and agreements relating to the subject matter of the Retainer.
17.2 The Client acknowledges that it has not relied upon any representation, statement or promise not expressly contained within these Terms or the Engagement Letter when deciding to instruct us.
17.3 If any provision of these Terms is determined by a court or tribunal of competent jurisdiction to be invalid, unlawful or unenforceable, that provision shall, to the extent necessary, be severed from the remainder of these Terms, and the remaining provisions shall continue in full force and effect.
17.4 Our failure or delay in exercising any right or remedy shall not constitute a waiver of that right or remedy, nor shall any single or partial exercise of any right prevent its further exercise.
17.5 The Client may not assign, transfer, charge, subcontract or otherwise dispose of any rights or obligations arising under these Terms without our prior written consent.
17.6 We may assign, novate, subcontract or otherwise transfer any part of the Retainer where reasonably necessary for the efficient delivery of services, provided that doing so does not materially prejudice the Client’s interests.
17.7 Any notice required to be given under these Terms shall be in writing and may be delivered by hand, sent by first class post, courier or transmitted electronically to the most recent contact details notified by either party.
17.8 A notice transmitted by electronic mail shall be deemed received on the date of transmission, provided no automated delivery failure notification has been received by the sender.
17.9 These Terms do not create any partnership, joint venture, agency, employment relationship or fiduciary relationship between the parties beyond that arising from the professional services comprised within the Retainer.
17.10 A person who is not a party to these Terms shall have no right to enforce any provision of these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999 unless expressly stated otherwise in writing.
17.11 These Terms may be updated from time to time. Revised Terms shall apply only to future instructions unless expressly agreed otherwise or required by law.
 
18. GOVERNING LAW, JURISDICTION AND ACCEPTANCE
18.1 These Terms, together with any Engagement Letter and all matters arising out of or in connection with the Retainer, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of England and Wales.
18.2 Subject to any mandatory statutory provision or regulatory requirement, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute, claim or matter arising out of or in connection with these Terms or the Retainer.
18.3 The Client shall be deemed to have accepted these Terms upon the earliest occurrence of any of the following events: signing an Engagement Letter, accepting a quotation, making payment on account, providing instructions to commence work, requesting that work continue following receipt of these Terms, or otherwise instructing us to act on the Client’s behalf.
18.4 Where instructions are received electronically, acceptance may be evidenced by electronic signature, email confirmation, online acceptance, payment through our payment platform or any other method demonstrating the Client’s intention to be legally bound.
18.5 The Client confirms that it has had a reasonable opportunity to read these Terms, to seek independent advice if considered appropriate and to ask any questions before instructing us.
18.6 These Terms shall remain in force throughout the duration of the Retainer and shall continue to apply to any subsequent instruction unless superseded by revised Terms or a separate written agreement.
18.7 The provisions relating to payment, confidentiality, intellectual property, limitation of liability, data protection, complaints, governing law and any other provisions which by their nature are intended to survive shall remain binding notwithstanding completion or termination of the Retainer.
18.8 By instructing OMB Legal, the Client acknowledges that it has read, understood and accepted these Terms in full and agrees to be legally bound by them.
 
19. CONSUMER RIGHTS AND DISTANCE CONTRACTS
19.1 Where the Client is acting as a consumer within the meaning of the Consumer Rights Act 2015 or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, this Clause shall apply in addition to the remainder of these Terms.
19.2 Where the Engagement is concluded exclusively by telephone, email, video conference, online platform or other distance communication without the simultaneous physical presence of both parties, the Engagement may constitute a distance contract for the purposes of applicable legislation.
19.3 Where applicable, the Client may possess statutory cancellation rights. Full details of any such rights shall be provided before the Engagement commences.
19.4 The Client may expressly request that we commence work immediately upon acceptance of instructions and prior to the expiry of any statutory cancellation period.
19.5 Where such request is made, the Client acknowledges that professional services may begin immediately and that, where permitted by law, any statutory right to cancel may be reduced or extinguished once services have been fully or substantially performed.
19.6 Where cancellation occurs after work has commenced, we reserve the right to charge for all work properly undertaken prior to cancellation together with any disbursements reasonably incurred.
 
20. MARKETING, PUBLICITY AND TESTIMONIALS
20.1 Unless the Client expressly consents in writing, we shall not identify the Client publicly as a client of OMB Legal.
20.2 Nothing within this Clause prevents us from referring generally to the categories of work undertaken or the industries in which we act, provided that no confidential information capable of identifying the Client is disclosed.
20.3 Where the Client provides a testimonial, review or recommendation, the Client grants us a non-exclusive, royalty-free licence to reproduce such testimonial for marketing purposes unless the Client subsequently withdraws that consent.
20.4 We may refer to completed matters in anonymised form for educational, training, knowledge management or marketing purposes provided that no confidential or personally identifiable information is disclosed.
20.5 The Client may withdraw consent for future publication of testimonials at any time by giving written notice, although such withdrawal shall not require the removal of material already lawfully published prior to receipt of that notice.
 
21. FORCE MAJEURE
21.1 We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control.
21.2 Such circumstances include, without limitation, acts of God, epidemic, pandemic, governmental action, changes in legislation, industrial disputes, war, terrorism, civil unrest, interruption to utilities, failure of telecommunications networks, cyber-attacks, ransomware incidents, power failures, flooding, fire, severe weather, transportation disruption or the failure of third-party service providers.
21.3 Where a Force Majeure Event continues for a prolonged period, either party may terminate the Retainer upon giving reasonable written notice without prejudice to any fees accrued prior to termination.
 
22. DEFINITIONS
22.1 Unless the context otherwise requires, the following expressions shall have the meanings set out below.
“Client” means the individual, company, partnership, charity, trust or other legal person instructing OMB Legal.
“Engagement” means the contractual relationship created between the parties following acceptance of instructions.
“Engagement Letter” means the written confirmation of our instructions, fees and scope of work.
“FLRR Limited” means the company through which OMB Legal operates, unless another contracting entity is expressly identified.
“OMB Legal” means the trading name under which services are marketed and delivered.
“Reserved Legal Activity” has the meaning given by the Legal Services Act 2007.
“Services” means the consultancy, legal, strategic or other professional services described within the Engagement Letter.
“Terms” means these Terms of Business as amended from time to time.
 
EXECUTION
These Terms of Business take effect on the date upon which the Client first instructs OMB Legal, makes payment on account, signs an Engagement Letter or otherwise confirms acceptance of these Terms.