Terms of Business

Status: DRAFT FOR REVIEW · Version: 0.1, 24 October 2026

1. About these Terms

1. 1.1

   These Terms of Business (the "Terms") apply to every engagement between Roberts Crawford ("we", "us", "our") and the person or business instructing us (the "Client", "you", "your"). Together with the Engagement Letter for a particular matter they form the whole contract between us (the "Contract").

2. 1.2

   If anything in an Engagement Letter conflicts with these Terms, the Engagement Letter applies for that matter only.

3. 1.3

   By instructing us, confirming an Engagement Letter, paying a fee or allowing us to begin work, you accept these Terms.

4. 1.4

   We may update these Terms from time to time. The version in force when an Engagement Letter is issued applies to that matter.

2. Who we are, and what we are not

1. 2.1

   Roberts Crawford is a trading name of AMS Administration Ltd, a private limited company registered in England and Wales with company number 08951774 and registered office at Park Place, Robey Close, Linby, Nottinghamshire, NG15 8AA. The Contract is made with AMS Administration Ltd, and references in these Terms to "we", "us" and "our" are to AMS Administration Ltd trading as Roberts Crawford.

2. 2.2

   We provide legal services. We are not a firm of solicitors. We are not solicitors, barristers, chartered legal executives or licensed conveyancers, and we do not hold ourselves out as any of these.

3. 2.3

   We are not regulated by the Solicitors Regulation Authority, the Bar Standards Board, CILEx Regulation or any other regulator approved under the Legal Services Act 2007.

4. 2.4

   We do not carry out reserved legal activities as defined in the Legal Services Act 2007. We do not exercise rights of audience, conduct litigation, carry out reserved instrument activities, probate activities or notarial activities, or administer oaths. Where your matter needs any of these, we will tell you and help you find a regulated professional.

5. 2.5

   We are not authorised by the Financial Conduct Authority. We do not give regulated financial advice and we do not carry out debt collection or debt administration in respect of debts arising under regulated credit agreements or regulated consumer hire agreements (see Schedule 1).

6. 2.6

   Because we are not regulated, you do not have the protections that attach to the clients of a regulated firm. In particular, you cannot refer a complaint about us to the Legal Ombudsman and you have no claim on the SRA Compensation Fund. Our complaints procedure is at clause 15, and our insurance position is at clause 13.

7. 2.7

   Our work is carried out by our senior consultants and by staff and consultants under their supervision. We will tell you who is responsible for your matter in the Engagement Letter.

3. Our services

1. 3.1

   We provide legal services to businesses and individuals working in the creative and digital industries, in five practice areas:

2. (a)

   Contracts: drafting, reviewing and supporting the negotiation of agreements;

3. (b)

   Rights and licensing: documentation for the use, licensing and assignment of music, film, television, theatre, images, software and other content;

4. (c)

   AI, rights and digital assets: contract clauses, licences, policies and audits relating to the use of artificial intelligence and to recordings, footage, images, voice, likeness, code and data;

5. (d)

   Debt recovery: the recovery of sums owed to you, on the terms in Schedule 1;

6. (e)

   Legal operations: templates, frameworks, playbooks and processes.

7. 3.2

   The services for a particular matter (the "Services") are those described in the Engagement Letter. Anything not described there is outside the scope of the Contract unless we agree it in writing.

8. 3.3

   We provide documents, drafting, commentary and practical guidance based on the information you give us and on the law of England and Wales as we understand it at the time. We do not provide opinions on the law of any other jurisdiction, and we do not guarantee any outcome.

9. 3.4

   Where the law on a point is unsettled, we will say so. We will not present an unsettled point as settled.

4. Your instructions and responsibilities

1. 4.1

   You will give us complete and accurate information and documents, and tell us promptly if anything changes.

2. 4.2

   You confirm that you have authority to instruct us and, where you act for a company, partnership or other organisation, that you are authorised to bind it.

3. 4.3

   You will make decisions and give approvals within the time we reasonably ask for. Where a fixed fee depends on a turnaround time, that time runs from when we have everything we need from you.

4. 4.4

   You remain responsible for the decision to sign, send, rely on or act upon any document we prepare. We prepare documents on your instructions; the commercial decisions are yours.

5. 4.5

   We may rely on instructions from any person you tell us is authorised to give them.

5. Fees

1. 5.1

   Wherever possible we charge a fixed fee, agreed in advance and stated in the Engagement Letter. A fixed fee covers the Services described in the Engagement Letter and nothing else.

2. 5.2

   A fixed fee includes [NUMBER] rounds of amendments and one review call of up to [MINUTES] minutes, unless the Engagement Letter says otherwise.

3. 5.3

   The following are outside a fixed fee and will be charged separately, at the rates in the Engagement Letter or, if none, at our standard hourly rates of £360 for a senior consultant, £220 for an associate and £85 for a paralegal, plus VAT where applicable:

4. (a)

   work on documents, parties or issues not described in the Engagement Letter;

5. (b)

   further rounds of amendments beyond those included;

6. (c)

   material changes to your instructions after work has begun;

7. (d)

   work made necessary by information that was incomplete or inaccurate when given;

8. (e)

   attendance at meetings or calls beyond those included;

9. (f)

   urgent work requested for completion sooner than our stated turnaround, which carries an uplift of [URGENCY PERCENTAGE] per cent.

10. 5.4

    Before carrying out any work outside a fixed fee we will tell you, give you an estimate, and ask you to confirm.

11. 5.5

    Where we give an estimate rather than a fixed fee, it is our best assessment at the time and not a cap. We will tell you promptly if it is likely to be exceeded and why.

12. 5.6

    Expenses we incur on your behalf, such as official search fees, courier charges, filing fees and travel outside [AREA], are charged in addition at cost. We will ask for your approval before incurring any single expense over [EXPENSE THRESHOLD].

13. 5.7

    All fees are stated exclusive of VAT. AMS Administration Ltd is registered for VAT under number 233531240, and VAT is added to our fees at the rate in force when the work is invoiced, currently 20%. Our website and Engagement Letters show each fee both before VAT and including VAT.

14. 5.8

    Where we are instructed by more than one Client on the same matter, each of you is jointly and severally responsible for our fees.

6. Payment

1. 6.1

   Unless the Engagement Letter says otherwise, fixed fees are payable [in full before work begins / 50 per cent before work begins and 50 per cent on delivery].

2. 6.2

   Our invoices are payable within [PAYMENT DAYS] days of the invoice date, by bank transfer to the account named on the invoice. We will never notify a change of bank details by email alone; if you receive such a notice, telephone us before paying.

3. 6.3

   Where you are a business and an invoice is not paid when due, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, being interest at 8 per cent a year above the Bank of England base rate together with the fixed sum compensation that Act allows.

4. 6.4

   Where you are a consumer and an invoice is not paid when due, we may charge interest at [CONSUMER INTEREST RATE] per cent a year above the Bank of England base rate from the due date until payment. We will not charge the compensation in clause 6.3 to a consumer.

5. 6.5

   If an invoice is overdue we may suspend work on all of your matters, on written notice, until payment is made. We are not responsible for any consequence of a suspension under this clause.

6. 6.6

   You may not withhold payment of any undisputed sum by way of set off against any claim you say you have against us. If you dispute an invoice, tell us in writing within [DISPUTE DAYS] days of its date, stating the reason, and pay the undisputed part on time.

7. Conflicts of interest

1. 7.1

   We check for conflicts of interest before accepting instructions and keep the position under review.

2. 7.2

   We will not act for you where doing so would put us in conflict with the duties we owe to another client, unless both clients give informed written consent and we consider it reasonable to proceed.

3. 7.3

   If a conflict arises during a matter we will tell you promptly and may have to stop acting for you, for the other client, or for both.

8. Confidentiality

1. 8.1

   We will keep your affairs confidential and will not disclose information about you or your matter except as the Contract allows, as you authorise, or as the law requires.

2. 8.2

   We may disclose information to our staff, consultants, insurers, auditors, professional advisers and service providers who need it to deliver the Services and who are bound by confidentiality obligations.

3. 8.3

   Information we provide to you is confidential to you and your advisers unless we agree otherwise. You may share a document we prepare with the other party to the transaction it relates to.

4. 8.4

   Communications between you and us do not attract legal professional privilege, because we are not a regulated legal professional. If privilege matters to your matter, tell us, so that the work can be routed through a regulated professional where appropriate.

5. 8.5

   This clause survives the end of the Contract.

9. Intellectual property

1. 9.1

   We own the copyright and all other intellectual property rights in the documents, templates, precedents, know how and materials we create or use in delivering the Services (the "Materials").

2. 9.2

   On payment of our fees in full we grant you a non exclusive, perpetual licence to use, copy and adapt the Materials delivered to you for the purpose for which they were prepared and for your own business purposes.

3. 9.3

   You may not resell, license, publish or distribute the Materials as templates or precedents, or use them to provide services to third parties, without our written consent.

4. 9.4

   You retain ownership of the information, documents and intellectual property you give us. You grant us a licence to use them for the purpose of the Services.

10. Data protection

1. 10.1

   Each of us will comply with the UK General Data Protection Regulation and the Data Protection Act 2018 in relation to personal data processed under the Contract.

2. 10.2

   In relation to personal data we process in delivering the Services we act as an independent controller, not as your processor, because we decide how that data is handled in the course of our own professional work. Our Privacy Policy, available at robertscrawford.co.uk/privacy-policy.html, explains how we handle personal data.

3. 10.3

   Where you give us personal data about other people, such as the other party to an agreement or a person who owes you money, you confirm that you are entitled to do so and that those people have been given the information the law requires about how their data will be used.

4. 10.4

   If either of us receives a request, complaint or notice from a data subject or the Information Commissioner relating to personal data processed under the Contract, it will tell the other promptly where the request concerns both of us.

11. Communication and records

1. 11.1

   We will communicate with you by email unless you ask us not to. Email is not a secure medium, and we are not responsible for interception or delay outside our systems.

2. 11.2

   We keep a file for each matter for [RETENTION PERIOD] years from the end of the matter, after which it may be destroyed without further notice to you. You may ask for a copy of your file during that period; we may charge a reasonable fee for retrieval and copying.

3. 11.3

   We may keep copies of documents we have prepared for you for our own records and for the purpose of developing our Materials, with your confidential information removed.

12. Reliance and third parties

1. 12.1

   The Services are provided for your use only. We accept no responsibility to anyone else who sees or relies on our work, and you will not disclose it to a third party as advice on which they may rely without our written consent.

2. 12.2

   No person other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13. Limitation of liability and insurance

1. 13.1

   Nothing in the Contract limits or excludes our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

2. 13.2

   Subject to clause 13.1, our total liability to you arising out of or in connection with a matter, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of the fees paid by you for that matter and [LIABILITY CAP].

3. 13.3

   Subject to clause 13.1, we are not liable for loss of profit, loss of business, loss of opportunity, loss of goodwill or any indirect or consequential loss, whether or not foreseeable.

4. 13.4

   We are not liable for any loss arising from information that was inaccurate or incomplete when you gave it to us, from your failure to act on our recommendations, from your decision to sign or act on a document against our stated reservations, or from events after we have delivered the Services.

5. 13.5

   Where the loss results from the acts or omissions of more than one person, our liability is limited to the proportion that is fairly attributable to us, whether or not you can recover the balance from anyone else.

6. 13.6

   We hold professional indemnity insurance, arranged through Simply Business, with a limit of indemnity of £5,000,000 for any one claim. Details are available on request.

7. 13.7

   Any claim against us must be brought within [CLAIM PERIOD] years of the date on which the Services to which it relates were delivered. [Drafting note: this period must not be shorter than the law allows for a consumer client; consider applying it to business clients only.]

8. 13.8

   Where you are a consumer, this clause 13 does not affect any right you have under the Consumer Rights Act 2015 that cannot lawfully be excluded, including the right to have the Services performed with reasonable care and skill.

14. Consumer clients

1. 14.1

   This clause applies where you instruct us as an individual acting wholly or mainly outside your trade, business, craft or profession (a "Consumer").

2. 14.2

   Where the Contract is made at a distance or away from our premises, you have the right to cancel it within 14 days of the day it is made, without giving a reason, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. To cancel, tell us in writing by email to enquiries@robertscrawford.co.uk or by post to our registered office at Park Place, Robey Close, Linby, Nottinghamshire, NG15 8AA. A model cancellation form is at Schedule 2.

3. 14.3

   If you want us to start work within the 14 day period you must ask us expressly to do so, and the Engagement Letter will record that request. If you then cancel, you will pay for the Services provided up to the point of cancellation, in proportion to the full fee. If the Services have been fully performed within the period at your express request, you acknowledge that you will lose the right to cancel once they are complete.

4. 14.4

   Nothing in these Terms limits your rights under the Consumer Rights Act 2015. We will perform the Services with reasonable care and skill, within a reasonable time where no time is agreed, and for a reasonable price where no price is agreed.

5. 14.5

   Where a term of these Terms is inconsistent with a right you have as a Consumer that cannot be excluded, that right prevails for you.

15. Complaints

1. 15.1

   If you are unhappy with our service, tell the person responsible for your matter first. Most concerns can be dealt with at that stage.

2. 15.2

   If that does not resolve it, write to Steven Michael Yardley, our Complaints Lead, at enquiries@robertscrawford.co.uk. We will acknowledge your complaint within [ACKNOWLEDGEMENT DAYS] working days, investigate it, and send you a written response within [RESPONSE DAYS] working days of acknowledgement. If we need longer we will tell you why and when you will hear from us.

3. 15.3

   If you remain dissatisfied after our final response, you may ask for the complaint to be reviewed by a director of AMS Administration Ltd who has not been involved in the matter, who will respond within [REVIEW DAYS] working days.

4. 15.4

   Because we are not a regulated legal services provider, you cannot refer a complaint about us to the Legal Ombudsman. You are free to seek independent advice from a regulated professional at any stage, and nothing in this procedure affects your right to bring a claim in the courts.

5. 15.5

   Complaints about how we have handled personal data may also be made to the Information Commissioner's Office. Details are in our Privacy Policy.

16. Ending the Contract

1. 16.1

   You may end the Contract at any time by telling us in writing. You will pay for the Services provided up to the date we receive your notice, in proportion to the fixed fee or at the agreed rates, together with any expenses incurred.

2. 16.2

   We may end the Contract on written notice where there is good reason to do so, including where you do not pay an invoice when due, do not give us instructions or information we reasonably need, ask us to act in a way we consider improper or unlawful, where a conflict of interest arises, or where the relationship of trust between us has broken down. We will give you reasonable notice and will not stop acting at a time that would cause you unnecessary prejudice if that can be avoided.

3. 16.3

   On the ending of the Contract for any reason we may keep your documents and our work product until our fees and expenses have been paid in full, so far as the law allows.

4. 16.4

   Clauses that by their nature are intended to continue after the Contract ends, including clauses 8, 9, 10, 11, 12, 13 and 18, continue in force.

17. Force majeure

1. 17.1

   Neither of us is liable for a failure or delay in performing the Contract caused by an event outside our reasonable control, provided the affected party tells the other promptly and takes reasonable steps to reduce the effect. If such an event continues for more than [FORCE MAJEURE DAYS] days, either of us may end the Contract on written notice.

18. General

1. 18.1

   Notices under the Contract must be in writing and sent by email to the addresses in the Engagement Letter, or by post to the addresses stated there. An email is treated as received on the working day it is sent if sent before 5pm, and otherwise on the next working day. A letter sent by first class post is treated as received on the second working day after posting.

2. 18.2

   The Contract is the entire agreement between us about its subject matter and replaces any earlier discussions, proposals or representations. Each of us confirms that it has not relied on any statement not set out in the Contract.

3. 18.3

   A change to the Contract is effective only if it is in writing and agreed by both of us. A failure or delay by either of us in exercising a right is not a waiver of it.

4. 18.4

   If any clause of the Contract is found to be unenforceable, the rest of the Contract continues in force and the clause is treated as modified to the minimum extent needed to make it enforceable.

5. 18.5

   You may not transfer your rights or obligations under the Contract without our written consent. We may engage consultants and service providers to assist with the Services but remain responsible to you for the Services.

6. 18.6

   The Contract is with AMS Administration Ltd alone. No director, employee or consultant of AMS Administration Ltd has any personal liability to you under or in connection with the Contract, and you agree not to bring any claim personally against any of them.

7. 18.7

   The Contract and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If you are a Consumer resident in Scotland or Northern Ireland you may also bring proceedings in the courts of your home country.

Schedule 1: Debt recovery

Part A: All debt recovery matters

1. A1

   This Schedule applies where the Services include the recovery of a sum owed to you (a "Debt") by another person (the "Debtor"). The rest of these Terms continue to apply.

2. A2

   We operate two separate routes: commercial recovery, where the Debtor is a business, and consumer recovery, where the Debtor is an individual acting outside a business. Tell us which applies when you instruct us; where it is unclear we will treat the Debtor as a consumer.

3. A3

   We will only act in respect of a Debt that arises from goods or services you have supplied, or from a contract you have entered into, in the course of your business. We do not collect, administer or enforce debts arising under regulated credit agreements or regulated consumer hire agreements within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, and we will decline any instruction where the Debt arises in that way. [Drafting note: this limitation is what keeps the consumer route outside FCA authorisation. If Ben wants to collect regulated credit debts, FCA authorisation is required and this Schedule must be rewritten.]

4. A4

   You will give us the documents that evidence the Debt, including the contract, invoices, statements of account, delivery or performance records and all correspondence with the Debtor, and you confirm that the Debt is due, undisputed so far as you know, and not subject to any set off or counterclaim you are aware of. Tell us at once if the Debtor disputes the Debt or raises a counterclaim.

5. A5

   We will carry out a reasonable check of the documents before sending anything to the Debtor. If the Debt appears unenforceable, statute barred, disputed on reasonable grounds or otherwise unsuitable for recovery action, we will tell you and may decline to proceed.

6. A6

   Our recovery work consists of: review of the Debt; pre action correspondence prepared in your name and sent on your behalf or by you; negotiation of payment and of instalment arrangements within the authority you give us; preparation of instalment agreements and settlement letters; monitoring of payments; and, where the Debt is not paid, preparation of the papers you need to issue a claim yourself.

7. A7

   We do not conduct litigation. We will not issue, serve or conduct court proceedings on your behalf, instruct a bailiff or enforcement agent, or appear for you at any hearing. If you decide to issue a claim, you will do so in your own name, through the online Civil Money Claims or Money Claim Online service or through a regulated professional, and we will prepare the information and documents you need to do so as part of the Services where the Engagement Letter says so.

8. A8

   We will not make any representation to a Debtor that we are solicitors, that proceedings have been issued when they have not, or that any consequence will follow that cannot lawfully follow. Our correspondence will state plainly who we are.

9. A9

   We will not contact a Debtor at unreasonable hours, more often than is reasonable, at their place of work where we have been asked not to, or through social media. We will stop contact with a Debtor who tells us they are represented and will deal with the representative instead.

10. A10

    Our charge for recovery work is 15 per cent of each sum recovered, plus VAT, whether paid to us or direct to you, after our instruction. Where your contract with the Debtor or the law allows, our other costs of recovery, including statutory compensation and court fees, are claimed from the Debtor. Our charge is payable whether the Debtor pays us or you, and whether the Debtor pays in full, by instalments or by settlement at a reduced figure you have approved.

11. A11

    Wherever possible, sums recovered are paid by the Debtor directly to you. Where a sum is paid to us, we will hold it in a designated client account at [CLIENT ACCOUNT BANK], separate from our own money, and remit it to you within [REMITTANCE DAYS] working days of cleared receipt, after deducting any charges then due to us and sending you a statement showing the sum received, the deduction and the balance remitted. We do not pay interest on sums held. [Drafting note: an unregulated provider is not bound by the SRA Accounts Rules, so this clause is the only protection the client has for its money. Keep the remittance period short and the statement obligation in.]

12. A12

    You authorise us to accept payment in full, and to agree instalment arrangements, within the authority set out in the Engagement Letter. We will not accept less than the full Debt in settlement without your written approval.

13. A13

    You may withdraw an instruction at any time. If you settle directly with the Debtor, or the Debtor pays you directly, after our instruction, our charges remain payable as if the payment had been made through us.

Part B: Consumer recovery

1. B1

   Where the Debtor is an individual, including a sole trader, we comply with the Pre Action Protocol for Debt Claims. Before any claim is issued we will prepare a Letter of Claim in the form the Protocol requires, enclosing the Information Sheet, the Reply Form and the Financial Statement form, and the Debtor will be allowed 30 days to respond before any further step is taken.

2. B2

   Where the Debtor replies, we will consider the reply with you, respond to any request for documents or information within the Protocol's time limits, and consider any proposal for payment by instalments on its merits.

3. B3

   Where the Debtor indicates that they are seeking debt advice, we will allow the time the Protocol requires before any further step is taken.

4. B4

   We will treat a Debtor who tells us of a vulnerability, a health condition or financial difficulty with care, will record what we have been told, and will discuss with you whether and how recovery should proceed.

Part C: Commercial recovery

1. C1

   Where the Debtor is a business, our pre action correspondence will include a letter before claim setting out the basis of the Debt, the sum claimed, any interest and compensation claimed under the Late Payment of Commercial Debts (Interest) Act 1998, and a reasonable period for payment, normally [COMMERCIAL RESPONSE DAYS] days.

2. C2

   We will consider with you whether statutory interest and compensation under that Act, or contractual interest under your terms, should be claimed, and will calculate the figures on the information you give us.

3. C3

   Where the Debtor is a company and the Debt is undisputed, we will tell you if a statutory demand may be an appropriate step. The decision to serve a statutory demand, and its service, is yours, taken on regulated advice where appropriate.

Schedule 2: Model cancellation form (Consumer clients only)

To: Roberts Crawford (AMS Administration Ltd), Park Place, Robey Close, Linby, Nottinghamshire, NG15 8AA, enquiries@robertscrawford.co.uk

I hereby give notice that I cancel my contract for the supply of the following service: [DESCRIPTION OF SERVICES]

Ordered on: [DATE]

Name of consumer: [NAME]

Address of consumer: [ADDRESS]

Signature of consumer (only if this form is notified on paper):

Date: [DATE]