Copyright: Site contents copyright © Grey Law 2019 – 2026.

Terms of Business

1        In writing: No contract exists between any potential client (hereinafter “you/your”) and Grey Law until: (i) you have received Grey Law’s client care letter; and (ii) either you have told Grey Law in writing that you are happy to proceed on the basis of that client care letter, or you have signed and returned (by e-mail) a scanned-copy thereof.  (In these terms, “in writing” only means writing in e-mails or on paper, and “signed” only means signing digitally (e.g., DocuSign) or in ink.)  Your client care letter will incorporate these terms.  These terms may be updated from time to time.  Unless you agree otherwise in writing, you are only bound by the version of these terms incorporated in your client care letter.     

2              Service provider: Any advice or services provided to you are provided by Grey Law. Grey Law is a trading name of Liffer Legal Limited, a private company limited by shares and registered in Northern Ireland.  Its sole director is Seán mac Cann.  Grey Law does not carry out “reserved” legal activities and is not authorised by the Solicitors’ Regulatory Authority.  Seán mac Cann is a practising solicitor (current Practising Certificate here) but does not carry out “reserved” activities.

3              Legal advice: Grey Law advises only on matters of law in England and Wales, and Seán mac Cann does not practise law of any other jurisdiction.  Any advice Grey Law may give you in relation to other jurisdictions is generic advice only, applying English law and common legal principles; it is not legal advice and you must not rely on it as such.  If you require legal advice in another jurisdiction, you must tell Grey Law in writing.  Grey Law can then introduce you to a law firm authorised in the relevant jurisdiction.

4              Your instructions 

4.1          Authority limits: It is your responsibility to tell Grey Law any limits on the authority of those who tell Grey Law what to do for you.  Grey Law may accept instructions from anyone Grey Law reasonably believes you have authorised.

4.2          Irrevocable instructions: Where you provide an irrevocable instruction, then Grey Law may rely on it even after the end of its retainer with you, or if you purport to revoke it.

4.3          Relevant information: You, and anyone else you instruct on any matter to work with you, without delay must tell Grey Law everything it needs to know in order to work for you.  This includes anything you have told Grey law in the past if Grey Law worked for you before.  You must always be truthful and open with Grey Law.

4.4          Changes in law and your situation: Grey Law will advise you according to your situation as you explain it and the law in force when Grey Law gives its advice.  Grey Law will not update its advice once Grey Law has delivered it to you unless you ask Grey Law to do so in writing.  If you believe your situation may change after Grey Law gives its advice, you should tell Grey Law in writing and ask Grey Law to factor this in to its advice.  

5              Communications

5.1 Communicating with Grey Law: Grey Law primarily will communicate with you, and provide services to you, by a combination of encrypted and un-encrypted e-mail, cloud-based video-conferencing (such as Teams or Zoom), cloud-based file-sharing (such as SharePoint, including OneDrive), texting, and messaging apps (such as WhatsApp or Signal) (“Communication Methods”).  You agree that communications may be via Grey Law’s Communications Methods, and/or your Communication Methods, and/or a third party’s Communication Methods.  That includes getting Grey Law’s invoices by email.  You accept that no Communication Method is secure.   

5.2          Authenticity of your e-mails:  Grey Law may assume emails sent from your email account(s) are from you and are received as you sent them.  You must notify Grey Law without delay of any unauthorised use of your email accounts(s).

5.3              Confidentiality: Grey Law will not disclose to any third party any information (not already in the public domain) relating to you or to your business disclosed hereunder that was described or marked ‘confidential’ at or shortly after disclosure hereunder; or that any person, exercising reasonable business judgement, would consider to be confidential. 

5.4              Privacy: If you provide an e-mail and/or telephone number, Grey Law will use those to contact you when working on your matter(s), but for no other purpose.  Grey Law will not send you any marketing communications.

5.5              Reliance: The services Grey Law provide are only for you and to be used only in connection with the matter on which Grey Law is instructed.  Nobody else can rely on Grey Law’s advice (or see a copy) for any purpose, without Grey Law’s written permission, save where permitted by law.  Grey Law owes no duties to anyone but you.  You may not assign all or any part of your rights and benefits in tort, or under these terms.

6              Liability

6.1          Limitation of liability: Grey Law deals with corporate clients and experienced, professional business people. You are free to disagree with, disregard or deviate from Grey Law’s advice as you see fit.  You acknowledge that Grey Law’s inputs are but one more input that you will consider; that no relationship of reliance is intended or is or will be created; and that, in each case, you ultimately will make up your own mind, based on all aspects of the wider commercial context (which Grey Law is unlikely to be aware of, either to the same extent as you, or at all), on whether or not to execute a particular contract and/or course of action. Accordingly, Grey Law’s total aggregate liability for loss or damage howsoever resulting from any particular work item (including howsoever arising from use of any Communication Methods) is capped at any fees paid or to be paid for any such particular work item only (“Cap”).  Inside the Cap, Grey Law is only liable for the foreseeable losses caused directly by a breach of its obligations.  Grey Law is not liable for any losses in excess of the Cap, or for any harm to your reputation, or for loss of profit or any other indirect or consequential loss.  Grey Law is not liable for matters outside its control.  Grey Law is not liable to the extent that any loss is due to the provision to it of false, misleading or incomplete information.  Grey Law is not liable for any loss arising from its compliance with what Grey Law reasonably understands to be its statutory or professional obligations.

6.2          No one is liable except Grey Law: If a claim arises, connected to Grey Law’s work, you can only claim against Grey Law, not against any of the following (even if they have been negligent): Grey Law’s shareholders, members, partners, directors, officers, associates, employees, consultants, barristers, solicitors, assistants, agents or other legal professionals (“staff”).  If anyone signs a document in his own name, that does not mean the signatory accepts any personal legal liability. Each person mentioned in this paragraph can enforce it under the Contracts (Rights of Third Parties) Act 1999.

6.3          Earlier statements: Grey Law makes this agreement on the basis that you have not relied on any statement or promise from Grey Law or from any of its staff.  If that is wrong, please advise Grey Law in writing without delay.

6.4          Liability that cannot be limited:  Nothing in these terms limits any liability that cannot legally be limited, such as (without limitation) for fraud, or for death or personal injury caused by negligence.

6.5          Proportional liability: Where you claim against multiple advisers engaged on the same matter, and where your loss exceeds any liability limitation you have agreed with any other adviser, Grey Law shall not be liable for anything you could have claimed from another adviser, had it not been for that agreed limitation.

6.6          Claims by others: You shall indemnify Grey Law against all loss, costs and expenses Grey Law incurs as a result of acting properly for you.

7              Charges

7.1          Fees: How Grey Law charges for its services is set out in the client care letter and may be varied by Grey Law in writing.  Fees may by written agreement in the client care letter be retainer, time-based or value-based, depending on the nature and anticipated duration of the instruction. 

7.2          Estimates: Any estimates provided are based on conditions, assumptions and Grey Law’s understanding of the work it is to undertake.  An estimate is not a cap and Grey Law may exceed its estimates. 

7.3          Disbursements: Grey Law occasionally may incur expenses in your name (“disbursements”).  Grey Law will do so as your agent and you will be bound to pay the relevant third party for the relevant goods or services. That third party will bill Grey Law and Grey Law will in turn bill you at cost.  

7.4          VAT: Grey Law quotes prices exclusive of Value Added Tax (“VAT”).  Grey Law may where applicable add VAT to its invoices at the prevailing rate.  Grey Law may from time to time need to ask you for a payment on account of costs, disbursements and VAT. 

7.5          Invoices: You agree Grey Law may deliver interim invoices.  Unless clearly stated on the face of an invoice to the contrary, all Grey Law invoices are self-contained final accounts for the period they cover.  Grey Law may invoice periodically and at any point.  Disbursements-only invoices are payable on receipt.  Grey Law can only address an invoice to you, even if someone else is to pay it. 

7.6          No cash: Grey Law does not accept or make cash payments. 

7.7          Interest: Grey Law will charge you interest at 4% above Ulster Bank’s base rate on all overdue amounts.  

7.8          Lien: Until all payments due to Grey Law have been made, Grey Law may keep your property and documents.  

7.9          No monies on account: Grey Law will not hold money on account for you, and will not make payments to any third party on your behalf.

7.10        Transaction security: Before sending Grey Law funds for the first time, you must make a test transfer of a nominal amount and contact Seán mac Cann to confirm that it has been received.  If you receive any correspondence suggesting that Grey Law’s bank or contact details have changed or raising any concerns in this respect, you should take no action save contacting Seán mac Cann directly as soon as practicable.  

8              Proof of identity

8.1          Proof of your identity: Before Grey Law can start work, Grey Law must have documentary proof of your identity and, where relevant, that of your beneficial owner(s).

8.2          Proof of others’ identities: Grey Law will rely on you to check that others involved in a transaction are who they claim to be.

8.3          Storing identity documents: Grey Law will keep copies of all documents provided to it as proof of identity for between five and eight years after Grey Law finishes working for you on any matter.  Thereafter, if you ask in writing, Grey Law will permanently delete / destroy them.

9              Termination and suspension

9.1          Your rights: You may end this agreement at any time by writing to Grey Law (including by e-mail).  Termination takes effect one clear working day after Grey Law receives your notice or on Grey Law’s written acceptance of your notice, whichever is earlier.  You will still have to pay for all work done before Grey Law received your notice of termination.  Where Grey Law was engaged under a fixed fee, Grey Law will invoice the entire fee.  If that would be unprofessional, then Grey Law will invoice on the basis of time incurred and this shall override any other provision Grey Law may agree.

9.2          Grey Law’s rights: Grey Law may suspend or end its services at any time if Grey Law has good reason.  If so, Grey Law will write to you and will explain why and from when Grey Law will no longer work for you.  Examples of a good reason include (without limitation) where:

1. you have not done as agreed in the client care letter(s) (including these terms).
2. you have not paid an invoice when due.
3. you have not provided costs on account when requested.
4. you have not provided adequate instructions.
5. you and Grey Law no longer have trust and confidence in each other.
6. Grey Law’s work for you conflicts with its regulatory duties.

9.3       Post-termination: If Grey Law ends or suspends its services, Grey Law may invoice all its work in progress and disbursements which shall be payable immediately; and may suspend or end any other work for you or anyone you control.

9.4          Effect of termination: Once terminated, Grey Law will no longer act for you.  These terms will survive termination.

10           Law and claims

10.1        English law: English and Welsh law governs this and all future agreements and any dispute or claim arising out of it or in connection with them.  Any dispute or claim (including non-contractual disputes or claims) regarding their subject matter or formation shall also be governed by and construed in accordance with the laws of England and Wales.

10.2        English jurisdiction: The parties irrevocably agree that the courts of Northern Ireland have non-exclusive jurisdiction (together with the courts of England and Wales) to settle any dispute or claim that arises out of or in connection with this and all future agreements or their subject matter or formation (including non-contractual disputes or claims).