Page 12 - Management

amount owing to it by the Client against any amount
payable by Lake & Co to the Client.
4. CHARGES AND PAYMENT
5. INTELLECTUAL PROPERTY RIGHTS
4.1 The Charges for the Services are set out in
Schedule 1 to this Agreement. 5.1 All Intellectual Property Rights in or arising out
of or in connection with the Services shall be owned by
4.2 Lake & Co reserves the right to increase its Lake & Co.
Charges, provided that such charges cannot be increased
more than once in any [12] month period. Lake & Co will 5.2 The Client acknowledges that, in respect of any
give the Client written notice of any such increase [2] third party Intellectual Property Rights, the Client may not
months before the proposed date of the increase. If such use such Intellectual Property Rights without obtaining a
increase is not acceptable to the Client, it shall notify Lake written licence from the relevant licensor.
& Co in writing within [2] weeks of the date of Lake &
Co's notice and Lake & Co shall have the right without 6. LIMITATION OF LIABILITY: THE
limiting its other rights or remedies to terminate this CLIENT ATTENTION IS PARTICULARLY
Agreement by giving no less than [4] weeks' written notice DRAWN TO THIS CLAUSE
to the Client. 6.1 Nothing in this Agreement shall limit or exclude
4.3 Lake & Co shall invoice the Client Quarterly in Lake & Co's liability for:
advance of the provision of the Services. 6.1.1 death or personal injury caused by its
4.4 The Client shall pay each invoice submitted by negligence, or the negligence of its employees, agents or
Lake & Co: subcontractors;

4.4.1 within [10] days of the date of the invoice or by 6.1.2 fraud or fraudulent misrepresentation; or
Direct Debit, as advised by the client. 6.1.3 any other liability which cannot be limited or
4.4.2 in full and in cleared funds to a bank account excluded by applicable law.
nominated in writing by Lake & Co, and time for payment 6.2 Subject to clause 6.1, Lake & Co shall not be
shall be of the essence of this Agreement. liable to the Client, whether in contract, tort (including
4.5 All amounts payable by the Client under this negligence), for breach of statutory duty, or otherwise,
Agreement are exclusive of amounts in respect of value arising under or in connection with this Agreement for:
added tax chargeable for the time being (VAT). Where 6.2.1 loss of profits;
any taxable supply for VAT purposes is made under this
Agreement by Lake & Co to the Client, the Client shall, 6.2.2 loss of sales or business;
on receipt of a valid VAT invoice from Lake & Co, pay to
Lake & Co such additional amounts in respect of VAT as 6.2.3 loss of agreements or contracts;
are chargeable on the supply of the Services at the same 6.2.4 loss of anticipated savings;
time as payment is due for the supply of the Services.
6.2.5 loss of use or corruption of software, data or
4.6 If the Client fails to make any payment due to
Lake & Co under this Agreement by the due date for information;
payment, then 6.2.6 loss of damage to goodwill; and

the Client shall pay interest on the overdue amount at the 6.2.7 any indirect or consequential loss.
rate of [4] % per cent per annum above Barclay's base rate
from time to time. Such interest shall accrue on a daily 6.3 Subject to clause 8.1, Lake & Co's total liability
basis from the due date until actual payment of the to the Client, whether in contract, tort (including
overdue amount, whether before or after judgment negligence), breach of statutory duty, or otherwise, arising
(Overdue Payment). The Client shall pay the interest under or in connection with this Agreement shall be
together with the overdue amount. limited to [£2,000,000]
4.7 If the Client fails to make an Overdue Payment 6.4 Lake & Co shall maintain professional indemnity
within 90 days of receiving written notice, Lake & Co, may insurance for an amount of at least [£2,000,000] in the
at its option, pass the debt to a third-party company for annual aggregate for a period beginning on the date of this
collection. agreement and ending six years after the expiry of this
Agreement.
4.8 The Client shall pay all amounts due under this
Agreement in full without any set-off, counterclaim, 6.5 This clause 6 shall survive termination of this
deduction or withholding (except for any deduction or Agreement.
withholding required by law). Lake & Co may at any time,
without limiting its other rights or remedies, set off any 7. TERM AND TERMINATION