1. General Principles
1.1 The Group and the Law Society declare that they each accept the following principles and that these principles underlie the relationship between them and the manner in which the Group must function and carry out its activities:-
1.1.2 Co-operation in representation The principal function of the Group is to represent the interests of one particular sector within the solicitor’s profession to the best of its ability. The principal function of the Law Society is to represent the interests of the solicitors’ profession as a whole to the best of its ability. To serve the communality of their interests, these functions can best be carried in a spirit of co-operation between the Group and the Law Society and also between the Group, the Law Society and other groups.
1.1.3 Democracy and fairness The Group should function democratically and fairly and should meet and adhere to certain minimum constitutional standards.
1.1.4 Accountability The Group should be fully accountable to its membership, the Law Society, the solicitors’ profession, and to the particular sector of the solicitors’ profession which it represents. In particular, it should be accountable in respect of the funding and support it receives from the Law Society.
1.1.5 Transparency and freedom of access to information The activities of the Group should be transparent and there should be free access to information about its activities and affairs.
1.1.6 Clear boundary There should be a clear and well-defined boundary between the Group and the Law Society, which should be respected by the Group and the Law Society.
1.1.7 Equality and diversity The Group and the Law Society should respect the diversity of the solicitors’ profession and of the society which it serves and should respect the right of every individual to be treated equally regardless of his or her race, ethnic origin, sex, marital status, sexual orientation, transgendered status, disability, religion, belief or age.
1.1.8 Freedom of association The right to freedom of association conferred by Article 11 of the European Convention on Human Rights should be respected both by the Group and the Law Society.
1.1.9 Privacy The right to respect for private life conferred by Article 8 of the European Convention on Human Rights should be respected by both the Group and the Law Society. In particular, this should mean that the requirements of the Data Protection Act 1998 shall be complied with as regards personal data about members of the solicitors’ profession in the hands of the Group or of the Law Society.
2. Declaration and Confirmation
2.1. The Group:
2.1.1. declares that it represents the [specify the sector within the solicitors’ profession that is represented by the Group] in England and Wales, and will continue to do so during the Term; and
2.1.2. confirms that it meets the Recognition Criteria in all respects and that it will do so during the Term.
2.2. On the basis of this declaration and confirmation by the Group the Law Society grants Recognised Status to the Group provided always that the Group keeps to the principles and terms of this Agreement.
2.3. The Group accepts the grant of Recognised Status and agrees to comply with the principles and terms of this Agreement.
3. Representation and Reputation
3.1 The Group agrees that:
3.1.2 even though it comprises members of the solicitors’ profession, it is an independent organisation, has its own constitution and is not a subsidiary or agent of the Law Society or otherwise part of the Law Society;
3.1.3 the parties are not partners or in a joint venture relationship; and
3.1.4 it has no right or authority to act on behalf of the Law Society or to make any representation on its behalf or to incur any liability on the part of the Law Society.
3.2 The Law Society agrees that it has no right or authority to act on behalf of the Group or to make any representation on its behalf or to incur any liability on the part of the Group.
3.3 Neither party shall by any act or omission make any express or implied representation, which is contrary to anything that is stated in clauses 3.1 or 3.2.
3.4 In the event of any act or omission referred to in clause 3.3 of which the acting or omitting party becomes aware it shall immediately notify the other party, and promptly and unconditionally take all such steps as that party may reasonably require to mitigate any damage caused.
4. Recognised Relationship
4.1 The Group and the Law Society agree that they each accept the General Principles and terms contained in this Agreement.
4.2 The Group and the Law Society agree to adhere to the terms and conditions of the Relationship Guide, which is intended to support this Agreement, and agree that those terms and conditions are part of and incorporated into this Agreement.
4.3 Except as provided in clause 4.5, no amendment or modification of any provision of the Agreement shall have any force or effect unless the same is in writing and signed by or on behalf of each party.
4.4 Either party is entitled to propose amendments or variations to the terms of this Agreement to the Representation Board for the Board’s consideration.
4.5 The Representation Board, after consultation with the groups and/or representation from the Groups, or a particular Group, may make such reasonable amendments or variations as it wishes to the terms of this Agreement provided that any such amendments or variations do not conflict with the general principles set out in clause 1 of this Agreement. Any such amendments or variations shall be notified in writing by the Society to the Group and, unless agreed by the Group, shall not have effect until at least six months after the date of notification.
5. Definitions and Interpretation
5.1 In the Agreement the following words have the following respective meanings, unless the context otherwise requires:
Agreement means this Agreement and the Relationship Guide;
Representation Board means the subsidiary board of the Law Society with that name, or the nearest equivalent to it if the Representation Board ceases to exist after internal re-organisation, or any sub-board, sub-committee or working party set up by the Representation Board or its nearest equivalent for the purpose of dealing with groups;
Recognised Status means that the Law Society recognises the Group as being a group (a) that represents the interests of a demographically and/or institutionally disadvantaged sector of the solicitors' profession and (b) that meets the Recognition Criteria and (c) which the Law Society wishes to support, and 'Recognition' shall be construed accordingly;
Recognition Criteria means the criteria applied by the Law Society in determining whether to grant a group Recognised Status such as are specified in Schedule I to the Relationship Guide or as they may be varied or altered by the Law Society from time to time upon giving no less than six month’s notice to the Group;
Relationship Guide means those provisions and attached schedules contained in the document of that name appended to this Agreement.
Term means the period from the Signature Date to the Termination Date;
Termination Date means the date of termination by either party pursuant to paragraph 8 of the Relationship Guide.
| Signed for and on behalf of the Law Society | Signed for and on behalf of the Group |
|---|---|
| Signature | Signature |
| Name | Name |
| Title | Name of Group |
| Date | Position within Group |
| Date |
1. Scope of Grant
1.1. The Group and the Law Society agree that the recognition, licences and rights granted to the Group by the Law Society, and the support provided to the Group by the Law Society under the Agreement, extend only to the Group’s Core Activities and Secondary Activities, and not to any Commercial Activity or other activity.
1.2. The Group agrees not to use, publicise or otherwise exploit the Recognised Status or any other right or licence granted to it under the Agreement other than for the direct purpose of conducting a Core Activity or a Secondary Activity without the prior written consent of the Law Society (which the Law Society may grant or withhold at its reasonable discretion).
2. Applications for funding AND SUPPORT
2.1. All applications by the Group to the Law Society for funding and support shall:
2.1.1. be made on the application form prescribed by the Law Society ; and
2.1.2. be conducted in accordance with the funding application procedures of the Law Society, the current version of which is attached as Schedule II.
2.2. The assessment and determination of all such applications shall be made by the Law Society in accordance with its funding application assessment criteria published after consultation with the groups, the current version of which is attached as Schedule III.
2.3. The Group will maintain during the Term and for 24 months thereafter full, legible, accurate and up-to-date books and records documenting its expenditure of all funds received from the Law Society. The said books and records shall comply with the Accounting Rules.
2.4. The Law Society may during the Term and for 24 months thereafter at its own cost and expense examine and take copies of the said books and records on working days during regular business hours and upon advance notice of no less 14 working days. The Group shall promptly supply the answers to such queries as the Law Society raises pursuant to any such examination.
3. Logos
3.1. In so far as it is entitled to do so, the Law Society grants to the Group a world-wide non-exclusive royalty-free licence during the Term to use and reproduce the Sub-logo on the following terms and conditions ("the Trade Mark Licence"):
3.1.1. the Group shall use and reproduce the Sub-logo strictly in accordance with the reproduction of it that appears in Schedule VII, and with the directions set out in Schedule VIII or such other directions as the Law Society may reasonably notify to the Group, and shall not adjust, alter or amend it in any way;
3.1.2. the Group shall use and reproduce the Sub-logo strictly in accordance with any brand use policy or manual of the Law Society from time to time in force as notified by the Law Society to the Group;
3.1.3. the Group shall ensure that use or reproduction of the Sub-logo carry or are accompanied by such intellectual property proprietary and warning notices, and in such size and format, as the Law Society may notify to it;
3.1.4. the Group shall not by any act or omission invalidate prejudice or undermine the Sub-logo or any registration thereof or any other intellectual property of the Law Society;
3.1.5. the Group shall not, unless authorised under the Agreement, use, reproduce, exploit, apply to register or assume ownership of any trade mark, trade name, logo, symbol, device, domain name or other indicia which incorporates or is confusingly similar to the Old Logo, the New Logo or the Sub-logo; and
3.1.6. the Group shall not exercise the Trade Mark Licence other than for the direct purpose of conducting a Core Activity or a Secondary Activity.
3.2. In so far as it is entitled to do so, the Law Society grants to the Group a world-wide non-exclusive royalty-free licence during the Term to use any of the descriptions:
“A Group recognised by the Law Society”,
“A Representational Group recognised by the Law Society”,
“A Group with Law Society Recognised Status” and
“A Solicitors’ Group recognised by the Law Society”
on the following terms and conditions:-
3.2.1. the Group shall not use the description other than in or on communications which are being made for the direct purpose of conducting a Core Activity or a Secondary Activity;
3.2.2. the description shall be used in conjunction with the Group’s name and/or logo; the description shall not appear in the same font or style as are used in the Old Logo, the New Logo or the Sub-logo.
3.3. The Group shall not be entitled to use or reproduce the Old Logo or the New Logo.
3.4. Nothing in the Agreement shall be construed as transferring to the Group any ownership interest in any of the Law Society’s intellectual property in any Logo or of any goodwill associated with such property.
3.5. Nothing in the Agreement shall imply an obligation on the part of the Law Society to register or apply to register any trade mark or logo or to maintain or enforce any registration resulting therefrom or (without prejudice to the foregoing) to maintain in force any registration of the Sub-logo.
3.6. The Group shall immediately notify the Law Society of any actual, suspected or threatened infringement of any intellectual property in any Logo of which it becomes aware during the Term. Save as may otherwise be agreed in writing between the Law Society and the Group, the Law Society shall be exclusively responsible for restraining and/or recovering compensation in respect of any such infringement, and any such compensation recovered shall be for the exclusive account of the Law Society.
3.7. Nothing in this Agreement shall be construed as transferring to the Law Society any rights or ownership interests in any of the Group's intellectual property, including trade marks, trade names, logos, symbols, devices, domain names or other indicia connected to the Group, and the Law Society shall not use, reproduce, exploit, apply to register or assume ownership of any such property or anything which includes or is confusingly similar to it.
4. Database and Data Protection
4.1. The Law Society shall share, where possible, and where it does not waive privilege, relevant advice with the Groups in relation to DPA issues and co-operate with the Groups to provide practical guidance on matters of common interest arising from data protection laws and regulations.
4.2. The Group shall have the option of maintaining its own membership database in accordance with paragraphs 4.3 to 4.9, or the option of having the Law Society administer the Group’s database on the Group’s behalf in accordance with paragraphs 4.10. to 4.17.
First Database Option
4.3. The Group shall (as between the parties):
4.3.1. be solely and exclusively responsible for (and for the cost of) creating, compiling, maintaining and updating its membership database;
4.3.2. be the data controller of its membership database; and
4.3.3. be the sole owner of any database rights and other intellectual property to it.
4.4. In order to assist the Group in performing the functions referred to in paragraph 4.3 the Law Society shall during the Term no more frequently than six times per calendar year:
4.4.1. use its reasonable endeavours at its own cost and expense to extract from the Law Society Database non-sensitive personal data identifying those individuals who are or may be eligible for membership of the Group (“the Extracted Data”); and
4.4.2. communicate the Extracted Data to the Group by such means as the Law Society sees fit (which shall, for the avoidance of doubt, exclude direct computer-to-computer communication).
4.5. In so far as it is entitled to do so, the Law Society grants to the Group a world-wide non-exclusive royalty-free licence during and for two years after the Term to use the Extracted Data on the following terms and conditions:
4.5.1. the Group shall not use any Extracted Data other than for the direct purposes of conducting Core Activities and Secondary Activities;
4.5.2. the Group shall use all Extracted Data strictly in accordance with the Law Society’s data protection policy;
4.5.3. in respect of the Extracted Data, the Group shall not by any act or omission contravene the DPA or infringe the rights of any data subject or (without prejudice to the generality of the foregoing) transfer any Extracted Data to any third party save for the purpose of distributing any communication from the Group in the course of the Group’s Core Activities or Secondary Activities; and
4.5.4. the Group is and will at all times during the Term be the subject of a valid notification to the Information Commissioner to process personal data.
4.6. Nothing in the Agreement shall be construed as transferring to the Group any ownership interests in any database right or other intellectual property in the Law Society Database.
4.7. Nothing in the Agreement shall imply an obligation on the part of the Law Society to maintain or update the Law Society Database.
4.8. The Group shall immediately notify the Law Society of any actual, suspected or threatened contravention or infringement of the database right in the Law Society database. Unless otherwise agreed in writing between the Law Society and the Group, the Law Society shall be exclusively responsible for restraining and/or recovering compensation for any such contravention or infringement, and any such compensation recovered shall be for the exclusive account of the Law Society.
4.9. Notwithstanding anything in the Agreement to the contrary, nothing in the Agreement shall oblige the Law Society to do any act which would or might contravene the DPA.
Second Database Option
4.10. The Law Society shall be responsible for (and for the cost of) creating, compiling, maintaining and updating the Group’s membership database, notwithstanding, the Group shall (as between the parties) be the sole owner of any database rights and other intellectual property to it.
4.11. In order to assist the Group to carry out its Core Activities and its Secondary Activities, the Law Society shall during the Term:-
4.11.1. use its reasonable endeavours at its own cost and expense to extract from the Group’s membership database personal data relating to those individuals who are members of the Group; and
4.11.2. use its reasonable endeavours at its own cost and expense to extract from the Law Society Database up to six times per calendar year non-sensitive personal data identifying those individuals listed therein who are or may be eligible for membership of the Group; and
4.11.3. communicate the personal data extracted under paragraph 4.11.1 and/or 4.11.2 (‘the Extracted Data’) to the Group within a reasonable time of the Group requesting the same, and by such means as the Law Society sees fit (which shall, for the avoidance of doubt, exclude direct computer-to-computer communication).
4.12. In so far as it is entitled to do so, Law Society grants to the Group a world-wide non-exclusive royalty-free licence during and for two years after the Term to use the Extracted Data on the following terms and conditions:
4.12.1. the Group shall not use any Extracted Data other than for the direct purposes of conducting Core Activities and Secondary Activities;
4.12.2. the Group shall use all Extracted Data strictly in accordance with the Law Society’s data protection policy. In particular, the Group acknowledges that the processing of sensitive personal data contained in any Extracted Data will or may require the explicit consent thereto of the data subject;
4.12.3. in respect of the Extracted Data, the Group shall not by any act or omission contravene the DPA or infringe the rights of any data subject or (without prejudice to the generality of the foregoing) transfer any Extracted Data to any third party save for the purpose of distributing any communication from the Group in the course of the Group’s Core Activities or Secondary Activities; and
4.12.4. the Group is and will at all times during the Term be the subject of a valid notification to the Information Commissioner to process personal data.
4.13. The parties shall be the joint data controllers of the Group’s membership database.
4.14. Nothing in the Agreement shall be construed as transferring to the Group any ownership interests in any database right or other intellectual property in the Law Society Database.
4.15. Nothing in the Agreement shall imply an obligation on the part of the Law Society to maintain or update the Law Society Database.
4.16. The Group shall immediately notify the Law Society of any actual, suspected or threatened contravention or infringement as referred to in paragraph 4.12.3, and/or of any infringement of the database right in the Law Society Database, of which it becomes aware during the Term. Save as may otherwise be agreed in writing between the Law Society and the Group, the Law Society shall be exclusively responsible for restraining and/or recovering compensation of any such contravention or infringement, and any such compensation recovered shall be for the exclusive account of the Law Society.
4.17. Notwithstanding anything in the Agreement to the contrary, nothing in the Agreement shall oblige the Law Society to do any act which would or might contravene the DPA.
5. SERVICES OF LAW SOCIETY STAFF
5.1. The Law Society allocates the time of its staff to the Group as part of its funding and support process. The Group accepts that all (if any) staff members whose time is so allocated are the employees of the Law Society, and that they owe (as between the parties) their principal and overriding duty to the Law Society.
5.2. The Group accepts that it will be sensitive to the position of such staff members as employees of the Law Society and agrees that it will not deliberately seek to put any such staff member in the position where he or she may find himself or herself in a conflict between his or her duty to the Law Society and the tasks and responsibilities he or she is undertaking on the Group’s behalf. In particular, the Group shall not ask such a staff member to keep any information confidential from the Law Society. On those occasions where the Group does wish to keep information confidential from the Law Society, it must make arrangements to ensure that that information is kept confidential from Law Society staff.
5.3. In respect of the dealings of its officers with all Law Society staff, the Group confirms that :
5.3.1. its officers will not discriminate unfairly or unreasonably on grounds of race, ethnic origin, sex, marital status, sexual orientation, transgendered status, disability, religion, belief or age; and
5.3.2. its officers will treat Law Society staff in accordance with the Law Society’s Dignity at Work Policy.
5.4. If the Group, or any officer or member of the Group, has any concern or complaint about any Law Society staff member whose time is allocated to it, then the matter should be raised confidentially by the Group, through its executive committee, with the Law Society’s Head of Groups and Sectors. The Head of Groups and Sectors will then investigate the matter fairly, promptly and confidentially. This investigation shall involve seeking such evidence or further information from the Group as may be necessary, putting the matter to the staff member concerned and seeking such evidence or further information and evidence from him or her or from any other person as may be necessary. The Head of Groups and Sectors will then determine the matter and may decide on appropriate action.
5.5. If any Law Society staff member has any grievance, concern or complaint about the treatment he or she is or has received from the Group, or any officer or member of the Group (whether such treatment falls within the scope of paragraph 5.2, paragraph 5.3 or otherwise), he or she shall be encouraged initially to raise the matter informally with the Law Society’s Head of Groups and Sectors, who shall attempt to resolve the matter informally, promptly and confidentially with the Group, through its executive committee. If the staff member wishes to lodge a formal complaint with the Head of Groups and Sectors, it shall be investigated and determined fairly, promptly and confidentially by a panel which shall comprise the Head of Groups and Sectors, a member of the Law Society’s Human Resources department and an officer of the Group who is totally unconnected with the factual circumstances underlying the complaint.
5.6. Law Society staff working on behalf of the Group will assist with its Core Activities. At the discretion of their Law Society manager, and subject to time constraints (as to which the Law Society’s decision will be final), they will also assist with the Group’s Secondary Activities. Law Society staff will not assist with any of the Group’s Commercial Activities. The Group shall be entitled to ask for and to receive within a reasonable period from the Law Society a brief explanation of any decision made by the Law Society under this paragraph in relation to the Group’s Secondary Activities.
5.7. All decisions relating to the management of the work of Law Society staff, which include the priority with which they undertake their tasks, the amount of time they allocate to their tasks and whether overtime (as distinct from regular time) is to be worked, shall be decisions of the Law Society manager of the staff concerned.
6. USE OF LAW SOCIETY FACILITIES
6.1. The Group shall not be entitled to free use of the Law Society's postal and DX facilities for mailshots or bulk communications or for the purpose of any Commercial Activity. It may only use such facilities if it promptly reimburses to the Law Society the actual cost incurred by the Law Society in providing those facilities to the Group. The Law society shall promptly invoice the Group for the costs of the facilities use on each occasion.
6.2. The Law Society shall permit the Group to book a room at the Law Society's premises at 113 Chancery Lane, London free of charge up to 9 times per year, provided that no such booking is made directly or substantially for the purpose of conducting any Commercial Activity, and in exceptional circumstances and at the discretion of the Law Society on further occasions. If the Group wishes to use rooms at the Law Society at any other time or for any other purpose, it must apply for a room booking under the Law Society’s general room booking policy, procedures and terms, and such booking shall not be unreasonably refused.
6.3. Subject to paragraphs 6.1 and 6.2, the Law Society may at its discretion allocate the use of such of its facilities as it may determine to the Group as part of the funding and support process but such allocation may only be made as part of the funding and support process.
7. DEMOCRACY, FAIRNESS AND TRANSPARENCY
7.1. The Group agrees that its constitution shall comply with the minimum constitutional terms set out in Schedule IX, as they may from time to time be amended, varied or added to by the Law Society upon no less than six months’ notice to the Group after consultation with the groups.
7.2. The Group will ensure that its membership criteria are constituted on an application-only basis rather than an automatic basis. For the purposes of this paragraph an “application-only basis” means a basis whereby membership is confined to those who have expressly applied for membership and whose applications have been accepted; and an “automatic basis” means a basis whereby membership extends automatically to any person who qualifies for membership, whether or not that person has applied for membership.
7.3. The Group agrees that it shall at all times adhere to a Freedom of Information Policy which shall embody the principles of freedom of access to information which are contained in the Law Society’s Code of Practice on Freedom of Information.
7.4. Where a Group was already a Law Society recognised representational group prior to 1 January 2003 :
7.4.1. it shall not have to comply with the obligations in paragraphs 7.1 and 7.3 until 1 January 2005, but must instead take such steps to make such changes as will ensure that it complies with those obligations from 1 January 2005 onwards, and
7.4.2. it shall not have to comply with the obligations in paragraphs 7.2 until 1 January 2006, but must instead take such steps to make such changes as will ensure that it complies with those obligations from 1 January 2006 onwards, and
7.4.3. in order to assist the Group to take such steps and make such changes as may be necessary under paragraph 7.4.2, the Law Society shall offer the Group such advice and know-how as it may be able to supply based on its knowledge and expertise in respect of membership organisations.
8. TERMINATION OF RECOGNISED STATUS AND related PROVISIONS
8.1. Unless otherwise notified to the Group in advance, any breach or alleged breach by the Group of any of its obligations under this Agreement shall be reviewed and dealt with by the Representation Board on behalf of the Law Society.
8.2. In the event of any breach or alleged breach by or on behalf of the Group of its obligations in the Agreement the Representation Board shall be entitled on the Law Society's behalf to notify the same to the Group, to require its remedy within a specified reasonable time period which shall, save in cases of urgency, normally be no less than thirty (30) days, and/or to issue a warning to the Group.
8.3. In the event of (a) any breach or alleged breach notified to the Group pursuant to paragraph 8.2 which the Group has failed to remedy within the time period referred to in that paragraph, or (b) the issue to the Group of more than 2 warnings in any one calendar year, the Representation Board shall be entitled on the Law Society's behalf by the service of summary notice on the Group to:
8.3.1. require the repayment to the Law Society of all or any part of the funds granted and paid by the Law Society to the Group in respect of the Law Society's accounting year during which the breach occurred, and/or
8.3.2. suspend all or any of the rights and licences granted to the Group under the Agreement for such time period as the notice may specify, and/or make any other reasonable requirement as it sees fit, and/or
8.3.3. terminate the arrangements constituted by the Agreement.
8.4. In determining whether or not or if so to what extent to require the repayment of funds under paragraph 8.3.1, the Representation Board shall, if so required by the Group, take into account the extent to which the Group has funds available to make such repayment and the extent to which the Group has in good faith spent or committed the funds granted and paid to it by the Law Society in respect of the accounting year in question.
8.5. In the event of (a) any material breach by or on behalf of the Group of any of its obligations under the Agreement which is irremediable, or (b) any act of insolvency or liquidation by or on behalf of the Group, the Representation Board shall be entitled on the Law Society's behalf to terminate the arrangements constituted by the Agreement by the service of summary notice on the Group.
8.6. Following any decision of policy by the Representation Board to abolish or fundamentally alter the scheme of recognition of representational groups, the Representation Board shall be entitled on the Law Society’s behalf by the service of at least six months’ notice to terminate the arrangements constituted by the Agreement.
8.7. The Group shall be entitled by the service of at least three months’ notice on the Law Society to terminate the arrangements constituted by this Agreement.
8.8. In the event of any breach or alleged breach by or behalf of the Law Society of its obligations under this Agreement, the Group shall be entitled to notify the Representation Board and, subject to paragraph 14.3, any such breach shall be reviewed and dealt with by the Representation Board in consultation with the Group.
9. CONSEQUENCES OF TERMINATION
9.1. The Group shall irrevocably cease and desist as from the Termination Date from exercising any of the rights and licences granted to it by the Law Society under the Agreement.
9.2. Within 28 (twenty-eight) days after the Termination Date, and subject to paragraph 9.5, the Group shall unconditionally:
9.2.1. return to the Law Society, or (at the Law Society's option) destroy and certify the destruction of, all letterheads, literature and other materials in its possession, power, custody or control bearing any representation of the Sub-logo;
9.2.2. return to the Law Society, or (at the Law Society's option) destroy or irremediably delete from its records and certify the destruction of deletion of, all Extracted Data which is in its possession, power, custody or control;
9.2.3. repay to the Law Society a proportion, which shall be determined in accordance with paragraphs 9.6 and 9.7, of the funds granted and paid to it by the Law Society in respect of Law Society's accounting year in which the Termination Date falls; and
9.2.4. notify the said termination to its members.
9.3. The Law Society may publicise or otherwise announce the said termination at its discretion.
9.4. The termination of the arrangements constituted by the Agreement shall be without prejudice to any rights accrued in favour of one party in respect of any breach or alleged breach committed by or on behalf of the other party prior to the Termination Date.
9.5. Where the licence granted to the Group in respect of the Extracted Data under paragraph 4 extends beyond the Term, the Group shall not have to comply with the obligation contained in paragraph 9.2.1 until the expiry of a period of 28 (twenty-eight) days after that licence has expired or has otherwise terminated.
9.6. Subject to paragraph 9.7, the proportion of the funds which shall be repayable under paragraph 9.2.3 shall be determined as follows:
9.6.1. If the Termination Date falls before the end of the first period of three months in the accounting year in question, the proportion shall be two-thirds.
9.6.2. If the Termination Date falls at or after the end of the first period of three months in the accounting year in question and before the end of the second period of three months in that accounting year, the proportion shall be one-half.
9.6.3. If the Termination Date falls at or after the end of the second period of three months in the accounting year in question and before the end of the third period of three months in that accounting year, the proportion shall be one-quarter.
9.6.4. If the Termination Date falls at or after the end of the third period of three months in the accounting year in question, the proportion shall be nil.
9.7. Where the Group has in good faith spent or committed so much of the funds granted and paid to it by the Law Society in respect of an accounting year that it does not have the funds available to repay under paragraph 9.2.3 the proportion determined under paragraph 9.6, the Representation Board shall provide for a lesser proportion of funds to be repayable under paragraph 9.2.3 than is determined under paragraph 9.6 taking into account the outstanding liabilities of the Group.
10. ASSIGNMENT AND SUB-LICENSING
10.1. The Group may not without the prior written consent of the Law Society (which the Law Society may grant or withhold at its reasonable discretion) assign, transfer, sub-contract, delegate or otherwise dispose of any of its rights or obligations under the Agreement to any other person. For the purposes of this paragraph 10.1 "any other person" shall include any regional committee or other sub-committee of the Group.
10.2. Any permitted sub-contracting or delegation by the Group of any of its obligations under the Agreement shall not relieve it of that obligation, for which it will at all material times remain primarily responsible and liable to the Law Society for the conduct of its sub-contractors or delegates.
11. LIABILITY
11.1. Except as expressly provided herein all warranties, conditions, representations, indemnities or guarantees are overridden and disclaimed by each party to the extent that it is legally permissible to do.
11.2. Neither party shall be under any liability hereunder or otherwise to the other party for any loss (whether direct or indirect) of profits, time, business or anticipated savings or for any incidental, indirect, special, consequential or punitive loss or damage whether foreseeable or unforeseeable whatsoever or howsoever caused.
11.3. Neither party excludes or restricts liability for death or personal injury resulting from its own negligence.
11.4. For the avoidance of doubt, it is declared that this Agreement touches the rights, liabilities and obligations as between the Law Society and the Group only and is not intended to have, and shall not be interpreted as having, the effect of imposing any personal liability or personal obligation on any individual who is an officer, agent, employee or member of the Law Society or who is an officer, agent, employee or member of the Group. Any liability which arises under this Agreement for the payment of compensation, damages, money, funds or property shall attach to and be enforceable against only the assets of the parties’ themselves and not against the personal assets of any individual who is an officer, agent, employee or member of the Law Society or who is an officer, agent, employee or member of the Group.
12. NOTICES
12.1. Unless otherwise agreed between the parties all notices, consents, approvals and other communications (collectively "notices") required to be given or made by one party to or on the other pursuant to the Agreement shall be in writing, and shall be delivered by hand or sent by pre-paid first class post at or to the other's address given at the head of the Agreement, or (in the case of the Group) at or to such other address, which may be the address of an officer of the Group or any other address, as the Group may from time to time notify in writing to the Law Society.
12.2. The date of service of notices shall be: (for notices served by hand) the day of delivery or (if the same is not a working day) the next working day thereafter; and (for notices served by pre-paid post) two days after the date of posting.
13. Definitions and Interpretation
13.1. In the Agreement the following words have the following respective meanings, unless the context otherwise requires:
Accounting Rules means those accounting rules set out in Schedule IV as may from time to time be amended, varied or added to by the Law Society upon notice to the Group after consultation with the groups;
Agreement means the Recognition Groups Agreement and also includes the Relationship Agreement and its Schedules appended to that Agreement;
Commencement Date means the later of 1 January 2003 and the date upon which this Agreement is made;
Commercial Activity means any scheme, event or other activity whose primary object or effect is to make a financial profit, including: training programmes; projects which compete with commercial businesses; and the sale or other exploitation of membership lists;
Core Activity means any non-commercial scheme, event or other activity central to the representational role of the Group, including: representation of the interests of its members to the Law Society, to government and to other persons who regulate, control or influence matters important to the members of the Group; membership activities (including the organisation of its existing membership and the recruitment of new members); electoral functions; pastoral care; information services; and administration related to the foregoing;
DPA means the Data Protection Act 1998 and all subordinate legislation enacted thereunder, and "data controller", "data processor", "personal data", "data subject" and "sensitive personal data" shall have the respective meanings ascribed to them in the DPA;
Extracted Data is as defined in paragraph 4.3 or 4.10 of the Relationship Guide;
groups mean the recognised representational groups within the solicitors' profession to which the Law Society provides funding, administrative and other support;
Law Society Database means the database maintained by the Law Society containing personal data relating to solicitors, registered European lawyers, trainee solicitors, student members of the Law Society and others;
Logos means the New Logo, the Old Logo and the Sub-logo;
New Logo means the UK trade mark registration whose particulars are set out in Schedule V;
Old Logo means the UK trade mark registration whose particulars are set out in Schedule VI;
Representation Board means the subsidiary board of the Law Society with that name, or the nearest equivalent to it if the Representation Board ceases to exist after internal re-organisation, or any sub-board, sub-committee or working party set up by the Representation Board or its nearest equivalent for the purpose of dealing with groups;
Recognised Status means that the Law Society recognises the Group as being a group (a) that represents the interests of a demographically institutionally disadvantaged section of the solicitors' profession and (b) that meets the Recognition Criteria and (c) which the Law Society wishes to support, and 'Recognition' shall be construed accordingly;
Recognition Criteria means the criteria applied by the Law Society from in determining whether to grant a group Recognised Status such as are specified in Schedule I to the Relationship Guide or as they may be varied or altered by the Law Society from time to time upon giving no less than six month’s notice to the Group;
Relationship Guide means this Guide and its Schedules.
Secondary Activity means a non-commercial scheme, event or other activity which is not a Core Activity, but which is commonly organised by groups (including award ceremonies, conferences or lecture, seminars); and which is either provided free to members or potential members or, where it is not provided free, is open to them but its primary object or effect is not to make a financial profit;
Sub-logo means the UK trademark registration whose particulars are set out in Schedule VII or such other mark as the Society may from time to time, but upon no less than six months’ notice to the Group, substitute;
Term means the period from the Signature Date to the Termination Date;
Termination Date means the date of termination by either party pursuant to paragraph 8 of the Relationship Guide; and
Trade Mark Licence is as defined in paragraph 3.1 of the Relationship Guide.
13.2. In the Agreement (except where the context otherwise requires):
13.3. any reference to a paragraph or a Schedule is to a paragraph of or Schedule to the Relationship Guide;
13.4. words denoting the singular shall include the plural and vice versa; references to a gender shall include all other genders; references to persons shall include bodies corporate, unincorporated associations, firms and partnerships, in each case whether or not having a separate legal personality; and references to the word "include" or "including" are to be construed without limitation;
13.5. references to the "parties" mean the Law Society and the Group and their respective successors in title;
13.6. any reference to a statute, statutory provision, subordinate legislation or other legislative instrument ("Legislation") shall be construed as referring to such Legislation as amended and in force from time to time and to any Legislation which enacts or consolidates (with or without modification) any such Legislation;
13.7. any reference to codes, standards, procedures, criteria, standing orders or guidelines ("Codification") shall be construed as referring to such Codification as amended and in force from time to time;
13.8. "month" shall mean calendar month and "loss" shall include damage; and
13.9. "law of England and Wales" includes international law and the law of the European Communities which is enforceable in England and Wales.
14. MISCELLANEOUS
14.1. The provisions of the Agreement are personal to the parties, and save in respect of paragraph 11.4 are not intended to confer any rights of enforcement on any third party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement or any of its provisions, other than paragraph 11.4.
14.2. The construction, validity and performance of the arrangement constituted by the Agreement shall be governed in all respects by the law of England and Wales.
14.3. The parties will attempt in good faith to negotiate a settlement to any dispute between them relating to, arising out of or connected with the Agreement. If the matter is not resolved by negotiation, the parties will refer the dispute to mediation in accordance with CEDR (Centre for Dispute Resolution) procedures. If the parties fail to agree the terms of settlement of the dispute within 90 days of the referral by both parties to mediation, either party may begin litigation and in that regard each party hereby irrevocably submits to the exclusive jurisdiction of the courts of England and Wales. For the avoidance of doubt paragraph 14.3 shall apply to any dispute arising out of, or connected with, the termination of the Agreement pursuant to paragraphs 8 and 9 of the Agreement.
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SCHEDULE I : THE RECOGNITION CRITERIA
The group represents a discrete and identifiable sector within the solicitors’ profession of England and Wales, that is to say, solicitors, registered European lawyers, trainee solicitors, student members of the Law Society and other categories regulated by the Law Society.
That sector is defined by a particular demographic and/or institutional disadvantage, which it has within society, the solicitors’ profession and/or the Law Society. That sector is sufficiently large to constitute a viable pool for membership of the group.
No other recognised representational group represents that sector.
Membership of the group is open to all members of the solicitors’ profession who fall within that sector.
Any pastoral care help and support services offered by the Group are open to all members of the solicitors’ profession who fall within that sector.
Full membership of the group is open only to members of the solicitors’ profession of England and Wales.
The group must be run democratically and fairly.
SCHEDULE II : FUNDING AND SUPPORT APPLICATION PROCEDURES FOR GROUPS
Recognised representational groups may apply for funding and support from the Law Society using the application form for Law Society Groups.
The applications for funding and support from Groups will only be funded from a cash limited budget approved by the Law Society’s Council in July of each year.
An application form for Law Society Groups must be completed nine months in advance of when the Group actually requires funding and support. Hence, in order to obtain funding and support for the financial year 2004, the application for funding and support will need to be submitted by 31 March 2003. This will enable the collective requirements of the recognised representational groups to be considered during the budget setting process of the Law Society, which runs from April to July.
All parts of the application form for Law Society Groups must be completed to qualify for funding and support from the Law Society including the signing of the declaration at the end of the application, by an authorised signatory of the Group.
The documents specified in Schedule IV ‘Accounting Rules specified by the Law Society for Groups’, rules 1, 4 and 6, together with a copy of the Group’s constitution, or, if the Group’s constitution had not changed since it was previously submitted to the Law Society by the Group under this paragraph, a written certification that the constitution has not changed.
There is only one opportunity per year for the Group to seek funding and support, hence the Group will need to identify all the resources required in support of its core and secondary activities as defined in the Agreement.
In preparing its application the Group is advised to pay due regard to the assessment criteria, set out in Schedule III, against which the application for funding and support will be assessed. Regard should also be paid to the strictly limited nature of the overall budget allocated to the recognised representational groups and other groups competing for the limited resources available.
The completed and signed application forms, together with the attachments, referred to in 5 above, must be received by the Law Society’s Groups & Sectors Business Unit by the closing date of 31 March each year. Applications for funding and support should be addressed to the Groups and Sectors, Operations Co-ordinator.
The Group should bear in mind that during April to June each year, the Society’s Finance and Resources Board deliberates on the overall budget requirements from all business units across the Society. Having concluded its deliberations, the Finance and Resources Board prepares recommendations on the budget allocation to Business Units/activities across the Society. The recommendations of the Finance and Resources Board are considered by the Society’s Council in July when the Council approves the budget and sets the level of Practice Certificate fee. The level of PC fee is agreed at the Society’s Annual General Meeting in July. In drawing up its recommendations the Council and the Finance and Resources Board pays due regard to the views of the relevant Boards and the Society’s priorities, as set out in the Corporate Plan.
Once the Council has approved the overall allocation of Groups’ budget, the Representation Board then has the task of dividing the budget among different recognised representational groups. A sub-group appointed by the Representation Board would normally discharge this task in October. The Groups will, normally, be notified of the decisions of the sub-group in November.
Schedule III : Funding AND SUPPORT Application Assessment Criteria
The application from the Recognised Representational Groups shall be funded only from cash limited annual budget agreed by the Law Society Council and delegated to the Representation Board for the explicit purpose of supporting such groups. In determining whether or not to grant financial and other assistance from the fund specifically set aside for the purposes of funding the groups, the Board shall assess funding and support applications, once a year, from the groups against the following criteria:
1. To what extent does the Group need the Law Society’s funding and/or support for the purpose of carrying out its Core Activities?
2. Does the Group applying for funding and support have the status of Law Society Recognised Representational Group? Where a group does not already have such a status and considers that it qualifies for this then, in the first instance, the group Chair should contact the Head of Groups and Sectors.
3. Does the Group at the time of application meet all the recognition criteria in force?
4. Has the Group completed all parts of the current version of the application form properly?
5. Has an authorised signatory from the Group signed the declaration at the end of the form?
6. Is the application accompanied by the latest audited accounts of the Group, or if the Group does not have to and does not produce audited accounts, the latest accounts certified as true and accurate to the best of his or her belief by an accountant or by the Group’s Treasurer?
7. Is the application accompanied by the current constitution governing the Group’s activities, or, if that constitution had not changed since the Group previously submitted such an application to the Law Society, a written certification that the constitution has not changed?
8. To what extent does the Group promote and support diversity in the profession?
9. To what extent does the Group provide pastoral care to the most disadvantaged sectors of the profession?
10. To what extent does the Society’s support for the Group conflicts/complements the Society’s corporate policy objectives, strategy and priorities as a representational organisation?
Schedule IV : Accounting Rules specified by the Law Society for Groups
Following accounting rules apply:
By 31 March each year the Group is required to submit to the Head of Groups and Sectors at the Law Society a statement confirming that the grant has been spent on activities as specified in the previous year’s grant application for funding and support.
Subject to rule 3, within 12 months of the end of a Financial Year the Group is required to submit to the Head of Groups and Sectors at the Law Society audited accounts and any management letter issued as part of the annual audit process.
If, but only if, the Group is under no requirement in law or its constitution to have its accounts audited and it does not in fact have its accounts audited, the Group shall be obliged under rule 2 to submit accounts which have been certified either by an accountant or by the Group’s Treasurer as true and accurate to the best of his or her belief.
The Law Society reserves the right to ask a Finance Officer of the Society or the Internal Auditor of the Society or an Independently appointed firm of accountants to inspect the books and records of the Group upon advance notice of no less than 2 working days, in circumstances where there are grounds to suggest improper accounting or impropriety.
Subject to rule 9, the Law Society also reserves the right to recover from the Group any reasonable expenditure incurred as a result of action taken under point 4 where that action has confirmed that there has been improper accounting, impropriety or other irregularity.
By 31 March each year the Group is required to submit to the Head of Groups and Sectors at the Law Society a copy of an annual report and any strategic and financial plan.
The Groups must be prepared to supply bank references as and when necessary.
Subject to rule 9, in the event of the Group’s failure to observe one or more of these accounting rules or the Agreement, the Law Society reserves the right to recover the grant and the reasonable cost of any other expenditure incurred by the Society under the Agreement at the Group's request in support of the Group’s Core or Secondary Activities as defined in the Relationship Guide.
In determining whether or not, or if so to what extent, to require payments from the Group under rules 5 and 8, the Law Society shall, if required by the Group, take into account the extent to which the Group has funds available to make such payment and the extent to which the Group has in good faith spent or committed the funds granted and paid to it by the Law Society in respect of the accounting year in question.