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UKSolicitorJA
UKSolicitorJA, Solicitor
Category: Law
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Experience:  English solicitor with over 12 years experience
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I am a UK citizen resident in Geneva. I have just set a Ltd

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Good afternoon, I am a UK citizen resident in Geneva. I have just set a Ltd company in the UK as I am hoping to do some contract work for a large UK pet store retail chain. This chain requires that I have business insurance, but I am at an impasse now with the insurance brokers as I do not know the extent / limit of my liability in this contract.
The broker said “we would need to know the extent of your exposure should the worst happen. Without this many of our insurers will not consider this risk.”
The UK company has said I should get Legal advice, hence the contact, but they have not defined what exactly is the amount of any financial liability I could face. Regards, ***** *****
JA: What steps have you taken so far? Have you prepared or filed any paperwork?
Customer: The company is registered, and I am simply now trying to sort out business insurance. No contract has been signed, I do have an overview of what I need to do for them, but it is defining liability that is proving a stumbling block
JA: Where is the property located?
Customer: it is not a property, I need to get legal advice on potentially drawing up some terms and conditions, and how to limit my liability
JA: Anything else you want the Lawyer to know before I connect you?
Customer: 1. The work would be done through Veterinary & Companion Animal Nutrition Consultancy LtdThe company is registered at Unit 3 Merchant, Evegate Business park, Ashford, Kent, TN25 6SX
Company Number 12329570My mother is the sole Director and Shareholder of Veterinary & Companion Animal Nutrition Consultancy Ltd, she lives in the UK in my apartment in Beckenham.
I will do the actual work.
I am based in Switzerland and come back to the UK to work about 40% of my time.
I am a qualified veterinary surgeon and have done this type of document checking over the last 15 yearsPets at Home (the UK company) will ask for my mother to sign their contract for the work to be done.

Hello,

 

Do you have a copy of the contract?

Customer: replied 3 days ago.
not yet, I have a draft copy, their Legal team are supposed to be finalising one now, I can send the 1st version

Thank you.

 

You should send a copy of the contract to the brokers, they may be able to use that as a guide. As far as liability is concerned, it may be set out in the contract.

 

If not, you should consider including a provision that your liability is limited to the value of the contract and only for direct losses as a result of your negligence.

 

May I help further?

Customer: replied 3 days ago.
Their Legal team said that regarding my liability that I should take legal advice. I will be checking some documentation that will be used to create the artwork (packaging) for their own label dog and cat food, for sale through their UK stores

Yes, in that case, please upload a copy of the first version of the draft contract

Customer: replied 3 days ago.
The UK company has not answered the direct question as to what is my liability. It was suggested by teh broker that I set out terms and conditions with them as to my liability and theirs.
Customer: replied 3 days ago.
what does this mean? I am not sure as to what the contract value is? "If not, you should consider including a provision that your liability is limited to the value of the contract and only for direct losses as a result of your negligence."
Customer: replied 3 days ago.
the worst case scenario is that they are forced to withdraw their products off the shelves and that they hold me liable for this. There are many components to the artwork that could cause this to happen, I am responsible for some of these components
Customer: replied 3 days ago.
“I have reviewed the recipes and proposed marketing text, and I can confirm that I am willing to offer my professional approval to these foods. In my opinion, they fulfil the intended purposes, and are in accordance with veterinary recommendations and advice”
Customer: replied 3 days ago.
this is what I am expected to sign
Customer: replied 3 days ago.
They are sating "Veterinary Approved" on the packaging and wish me to sign a statement: “I have reviewed the recipes and proposed marketing text, and I can confirm that I am willing to offer my professional approval to these foods. In my opinion, they fulfil the intended purposes, and are in accordance with veterinary recommendations and advice”
Customer: replied 3 days ago.
stating

Please accept to continue

Customer: replied 3 days ago.
If not, you should consider including a provision that your liability is limited to the value of the contract and only for direct losses as a result of your negligence……..But would "direct losses" also include a product recall off their shelves? This is the worst case scenario that could happen.
Customer: replied 3 days ago.
accept what?

Premium service to review the agreement clause dealing with liability.

UKSolicitorJA and 2 other Law Specialists are ready to help you
Customer: replied 3 days ago.
is it Premium Service Offer: Review of Agreement
Customer: replied 3 days ago.
OK, but then I have a clear answer as to what I should ask for in terms of terms and conditions and this part as well : "If not, you should consider including a provision that your liability is limited to the value of the contract and only for direct losses as a result of your negligence……..But would "direct losses" also include a product recall off their shelves? This is the worst case scenario that could happen."
Customer: replied 3 days ago.
done
Customer: replied 3 days ago.
hello, what now happens?

I will review and revert, you will get a message when I respond so you do not need to wait around.

Customer: replied 3 days ago.
okay thank you. I can come with more questions under the Expert Service Offer once I get the message?

Clause 9.1 includes the main indemnity clause: "...and shall indemnify the Company against all losses,liability, claims, demands, proceedings, damages, expenses and costs (including reasonable legal costs) which may arise out of any act, default or negligence on the part of the Service Provider or its representative(s)... "

 

The above provision implies that you, the service provider, are required to make good, without limitation of liability, any liability, loss, claim, demand etc arising out of your action or inaction or negligence.

 

I would advise you to ask for this clause to be amended as it is far too wide and you would be open to all sorts of claims under it.

 

 

 

 

Customer: replied 3 days ago.
I understand, thank you. Any advice on how to amend this clause?

You may limit your liability to the value of your fees and only for direct losses suffered by them as a result of your gross negligence.

 

 

Customer: replied 3 days ago.
but would the worst case of gross negligence be a product recall due to some error I made in checking the documentation? I really think I need to limit my liability in case of a product recall off the shelves, would this request be enough for that: "You may limit your liability to the value of your fees and only for direct losses suffered by them as a result of your gross negligence"
Customer: replied 3 days ago.
I am also trying to push to know what liability the formulators and manufacturers have (they are not part of Pets at Home and will produce the food for them) in respect of stating their formulas meet required nutritional adequacy for the intended species (dog/cat) and age, that each product is marketed towards. I am expected to check the formulas and that no harm will be caused to the dog or cat, for this I need the manufacturers to provide their assurances for their work and liability.
Customer: replied 3 days ago.
could you comment on these last two points sent? These are two areas I feel needed to be tied down 1) product recall and how to limit my liability, and 2) liability of others involved in the checking process, manufacturers and Pets at Home. For the latter I have asked if they take the final Legal and Regulatory sign off responsibility for their packaging as it has their name and address on the packaging. Under EU Regulations, they must place on their packaging "the name or business name and the address of the feed business operator responsible for the labelling" from Regulation EC No 767/2009
Customer: replied 3 days ago.
is there any further comment going to be made on my request?

If you do not wish to be liable for product recalls, then you should insist on a provision being included in the agreement saying that you will not be liable howsoever and whensoever in the event of a product recall being implemented for whatever reason.

 

You should also ask for a clause to be included to the effect that you are not liable for any actions or inactions of third parties, howsoever and whensoever occurring.

Customer: replied 3 days ago.
That is good to know, thank you for replying and giving this advice

You are welcome and good luck.