Terms and Conditions
Terms and Conditions
These Terms of Engagement (Terms of Engagement) contain the terms and conditions upon which the firm of Steinfeld Law LLP (we or the firm) provides its services and outline the steps you should take if, for any reason, you are dissatisfied with the service we provide. They should be read in conjunction with our accompanying letter of engagement (our Engagement Letter). Words and expressions defined in the Engagement Letter shall have the same meanings in these Terms of Engagement.
Your acceptance of our Engagement Letter and your continuing instructions will amount to your acceptance of these Terms of Engagement which comply with standards recommended by the Law Society and the Solicitors Regulation Authority (SRA). If you provide our firm with further work concerning matters other than the engagement, these Terms of Engagement will be deemed to continue to apply to any new instructions from you.
These Terms of Engagement supersede any prior representation, arrangement, understanding or agreement between us relating to services undertaken by this firm whether written or oral.
These Terms of Engagement are intended to explain to you as clearly as possible the basis upon which we will act on your behalf.
You should note that your relationship is with Steinfeld Law LLP and not directly with Michael Steinfeld or any other individual member, employee or consultant of Steinfeld Law LLP.
2. Professional Rules and Regulations
As Solicitors we are at all times governed by our professional Code of Conduct and the Rules of the Court. We are authorized and regulated by the SRA, registration number 508044. The SRA is the independent regulatory arm of the Law Society. You can obtain a copy of the SRA Code of Conduct from the SRA’s website www.sra.org.uk.
3. Responsibility for your work
Our Engagement Letter will inform you of the name and status of the person(s) who will act for you on the engagement and the name and status of the person who will have overall responsibility for the engagement. In some instances, this person might be one and the same. It may be appropriate for work on your behalf to be carried out by other members of the firm, such as a trainee solicitor, but all work by other members of the firm will be carried out under appropriate supervision.
4. Payments on account of fees and disbursements
In certain cases, and particularly when you are a new client or litigation is involved or when we may need to incur substantial expenses on your behalf to third parties (disbursements), we may require you to provide a payment on account of our future costs and disbursements anticipated in the following weeks or months. Payments on account will be applied against any bill issued to you. We will inform you when a payment on account is to be deducted from a bill issued and inform you of the outstanding amounts due.
It is essential that monies on account, especially for disbursements, are paid promptly by you as failure to make payment may delay the carrying out of the engagement. 2
Examples of likely disbursements include, but are not limited to, Land Registry and Companies House fees; search fees; Stamp Duty and Stamp Duty Land Tax (and similar taxes); fees charged by experts, agents, couriers and barristers; court fees; travel expenses and subsistence; international telephone calls; and telegraphic transfer fees. VAT is payable on certain disbursements, which you will need to pay in addition.
5. Unpaid bills
It is a condition of our retainer that all bills, interim and final, are paid promptly. If a bill is rendered and not paid within one month we reserve the right to terminate our retainer on this and any other matters on which we are acting for you, on giving reasonable notice to you. We may also charge interest and recovery costs on the outstanding amount. The interest and recovery costs on the outstanding amount will be at the rate specified at the time under the Late Payment of Commercial Debts (Interest) Act 1998 calculated from the date of the bill to the date payment is received and both before or after any judgment we may obtain against you. We shall also have the right to exercise a lien against and set off any outstanding amounts (together with accrued interest) against any amounts we may be holding for you.
6. Client Account Money
Clients’ money is held in general client account with our bank, currently C. Hoare & Co., in accordance with the SRA Account Rules. If we hold monies for you we shall account to you for interest, calculated on the basis of the amount we hold for you in cleared funds as if it were placed in a current account with our bank. However, no interest will be payable where the total amount of interest, calculated on the balance held, is less than £30, as the cost of administering this payment exceeds the amount payable.
If we have acted reasonably in dealing with your monies we hold on account for you we will have discharged our duty to you as trustee in relation to those monies.
Liability for Bank collapse
We are not responsible and therefore exclude any and all liability whatsoever in the event that our bank fails to repay any or all of the monies or collapses, becomes insolvent or enters any scheme of arrangement with its creditors, even if the Financial Services Compensation Scheme (or any such scheme) fails to award full compensation to our clients with monies in that general client account. This does not affect your statutory rights.
If at the end of the engagement we hold £6 or less of your monies on our client account, we will, to save the administrative costs of dealing with such small amounts, donate the monies to our chosen charity without any need to notify you or obtain your consent.
Where we hold funds due to you (for instance the proceeds of sale of a property or shares in a company) we will, unless we have otherwise agreed with you, account to you for those funds having deducted in full all outstanding fees, disbursements and VAT.
7. Contentious Matters
You will be responsible to us for our fees and disbursements, regardless of any order obtained for payment of your costs by another party. In any event, most orders against other parties for payment of costs enable recovery from them of only a proportion of the actual costs and depend on the ability of the other party to pay. You should also bear in mind that if your proceedings fail at any stage you may be ordered to pay the costs of the other party as you go along and at the end of the proceedings. 3
8. Exclusions and Limitations on our Liability
“Losses” in the following paragraphs mean all demands, claims, actions, proceedings, damages, payments, losses, costs, expenses or other liabilities.
There is a risk that we will be prejudiced by any limitation or exclusion of liability which you agree with any other person (for example, another adviser) in connection with a matter in which we are advising you. This is because such a limitation or exclusion of liability might also operate to limit the amount which we could recover from that other person by way of contribution if we were required to pay you more than our proper share of the liability. Accordingly, in order that our position is not adversely affected by any limitation or exclusion of another person’s liability, you agree that we will not be liable to you for any amount which we would have been able to recover from the other person by way of indemnity, contribution or otherwise but are unable to recover because you agreed, or are treated as having agreed, with them any limitation or exclusion on their liability.
Third party liability
If you start proceedings against us for loss or damage and there is another person (for example, another adviser) who is liable (or potentially liable) to you in respect of the same loss or damage, then you will (if we so request) join them into the proceedings. This is subject to any legal prohibition against your joining them in that way.
The firm’s maximum liability to you in relation to the provision of our services howsoever arising in relation to the engagement will not exceed £3 million.
We may, from time to time, agree with you that our aggregate liability to you in relation to a particular matter is limited to an amount specified in the relevant Engagement Letter (a “Liability Cap”). Where a Liability Cap is agreed it will apply to our aggregate liability to you (together with any associated party for whom you are acting as agent in relation to the relevant matter on any basis (including for example contract or negligence) for all Losses arising from or in connection with our services in relation to the relevant matter.
We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses, or any damages, costs or losses attributable to lost profits or opportunities.
No claim against individual members or employees
You accept that we have an interest in limiting the personal liability and exposure to litigation of our employees and members and that we are a limited liability entity. Accordingly, in instructing us you agree that you will not bring any claim personally against any individual employee or member in respect of Losses which you suffer or incur, directly or indirectly, in connection with our services. The provisions of this paragraph will not limit or exclude the firm’s liability for the acts or omissions of our employees or members.
The provisions of the above paragraph are intended for the benefit of our employees and members but the terms of our engagement may be varied without the consent of all or any of those persons. 4
9. Limitation on exclusions
The above exclusions and limitations will not operate to exclude or limit any liability for fraud or reckless disregard of professional obligations or for liabilities which cannot lawfully be limited or excluded, such as death or personal injury caused by our negligence.
We maintain professional indemnity insurance in accordance wit the rules of the SRA. Details of the insurers and the territorial coverage of the policy are available at our offices. The minimum level of insurance cover that we are obliged to carry under the SRA Indemnity Insurance Rules is currently £3 million and we consider that an adequate level of cover for this firm to carry. For this reason, we believe that the limitation on our liability, referred to in paragraph 8 above, is reasonable.
11. Conflicts of Interest
Where a conflict of interest arises or may arise (for example, where we find that the other party to your proposed transaction is or has been, a client of the firm), we may not be able to accept or continue working on your matter. We search our records to ensure at the outset of the engagement that there is no actual or potential conflict of interest so as protect you from conflicts of interest. If there is an actual or potential conflict of interest we will discuss it with you. We may act for two or more of you (for instance, more than one shareholder in a company or owner of a property) if there is no actual conflict and/or you both consent . If a conflict arises during our retainer then we may have to cease acting for one or more of you.
Unless otherwise agreed by you or as required by law or any regulatory authority or in the proper performance of our professional duties in carrying out the engagement, we will treat as secret and confidential and not disclose to any other person any information relating to you or to the engagement.
On termination of our engagement or otherwise on request by you, we will deliver to you all material provided to us in the provision of our services or prepared by us pursuant to the engagement and all copies of the same, other than information or material that we are entitled or required to retain under professional or other regulatory rules.
We may be required by law to reveal certain information and documents about you to authorities such as the Financial Conduct Authority, HM Revenue & Customs, the Police, the Serious Fraud Office or the National Crime Agency in relation to matters such as financial conduct, tax, fraud, bribery, money laundering or terrorist financing. If we are required to make a disclosure in relation to your matter we may not be able to tell you that a disclosure has been made. We may also have to stop working on your matter for a period of time and may not be able to tell you why.
The firm may also become subject to periodic audits or quality checks by external firms, companies or organizations. This could mean that your file is selected for checking. It is a specific requirement imposed by us that these external firms, companies or organizations fully maintain confidentiality in relation to any files and papers which are audited/ quality checked by them. Unless you notify us otherwise we assume that you are happy for your file to be selected for file auditing and vetting.
13. Storage of Papers and Documents
We will retain your papers during the transaction and afterwards while there is any money owing to us. After completion of the transaction and payment of any money owing, we will keep our file of papers, except for any 5
which you ask to be returned to you, for at least six years and on the understanding that we have your authority to destroy it after six years from the date of the final bill which we send to you in relation to the engagement.
We will not destroy documents which you ask us to place in safe custody such as deeds and wills. We will take reasonable care of your deeds, documents and other papers as long as they remain in our possession. We will not charge for storage or retrieval of your documents on request. However, should any of them be lost or damaged as a result of events beyond our reasonable control, we will not be liable for their replacement or for any resultant loss.
Notes of meetings and telephone calls are taken for our own use and remain our property at all times.
14. Communications / E-Mail
We will communicate with you and on behalf of you in the most effective way. We shall assume that you are agreeable to our communicating with you by e mail unless you advise us to the contrary. Please bear in mind that such communications may not always be confidential and that privilege may be lost as a result. Our e-mails to you will not be encrypted.
We make reasonable attempts to exclude from our e-mails any virus or other defect that might harm a computer or IT system. However, it is your responsibility to put in place measures to protect your computer or IT system, and we do not accept liability for any loss or damage that may arise from the receipt or use of electronic communications sent by us in good faith.
15. Our Responsibilities to each other
During the course of the engagement, we will review progress of the matter on a regular basis, keep you informed of progress and notify you of any changes in circumstances that might have an impact on the matter. If the matter is a contentious matter or is of a relatively low value, we will advise you from time to time, as necessary, whether the likely outcome of the matter will justify the likely charges and expenses and risks involved.
We will also provide you with periodic updates as the costs involved in conducting the engagement and bring to your attention any necessary expenses.
In return, we would ask that you provide us with clear, timely and accurate instructions, respond promptly to our requests for documents, information or instructions and safeguard any documents which are needed for your matter. Delay in giving us information or in telling us what you want will often mean that we cannot provide a completely satisfactory service and may result in an increase in the fees payable.
We will expect you to comply with any applicable statutory and other legal requirements, including those relating to money-laundering and, where relevant, financial services.
In contentious issues you are required to take particular care about the accuracy and speed of your instructions. You or a director, senior officer or manager will have to verify the truth of your case. You will also be required to sign a retainer letter detailing your contribution.
16. Data Protection
If you are an individual, you will need to provide us with personal data about yourself (and possibly others) for the purposes of our engagement. Such data may include your name, address, date of birth, passport or other identification documentation, contact numbers and email, bank account details, assets, family details including the names and ages of any children (where appropriate). We may also obtain from you and public resources the names, age, address and other details of anyone involved with your matter. 6
Any such personal data may be used by us for the provision of our legal services, billing and other administrative purposes (including the processing of any such data as part of those services or so as to improve the delivery of similar services in the future). It may also be used by us from time to time to provide you (and where appropriate anyone for whom you act) with information about the firm and our services (including contacting you or them by email or telephone).
If you are the representative of any legal entity other than an individual, we will use any personal data you provide to us for the purposes of acting, on the same basis as set out above. It is your responsibility to ensure that you have appropriate procedures in place (including adequate privacy notices) when you ask us to collect and process personal data for the purposes of your matter. If you have any concerns about the status of such data you must let us know before any such data is shared with us.
If you do not wish to receive information about us and our services, wish to receive only certain kinds of information, or wish to receive information only by a particular method, please inform our Data Protection Officer, Cyma Hanif, who can be contacted on 0207 725 1319 or by email to email@example.com.
None of the information we hold about you will be disclosed to or passed onto third parties without your specific authority or except in accordance with paragraph 12 above (Confidentiality) or for the purpose of managing our database or improving our business.
If, as part of our services, we collect personal data about other people on your behalf, we will hold and process that data in accordance with the prevailing data protection legislation. If, in our view, certain of that personal data should not be held or processed by us we will return or delete it as appropriate (and technologically practicable).
If you are an individual and wish to make a subject access request at any time, please email our Data Protection Officer, Cyma Hanif, firstname.lastname@example.org and your request will be dealt with expeditiously
Our aim is to provide a service with which you will be satisfied. However, we do realize that at times your expectations may not be met or you may have concerns or queries about our service. At any stage, if you have a concern about any aspect of the service provided by this firm, including our fees, please raise it initially with the fee earner who is handling your matter. Alternatively, please contact our Complaints Officer who is Michael Steinfeld and who can be contacted on 0207 725 1315 and by email at email@example.com. The firm’s Complaints Handling Procedure is available on request and will advise you how to take matters further. We would hope to resolve any issues as quickly and amicably as possible.
If you are still not satisfied once your complaint has been investigated and we have provided you with our final written response, then you may take your complaint to the Legal Ombudsman at P.O Box 6806 Wolverhampton WV1 9WJ or telephone 0300 555 0333 or email firstname.lastname@example.org to consider the complaint. The Legal Ombudsman accepts complaints from individuals and small businesses, charities or associations. Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint. Otherwise the time limit for the Legal Ombudsman accepting a complaint is six years from the date of the act or omission or three years from when you should have known about the complaint.
Please note that if your complaint relates to our fees, you may also apply to the Court for an assessment of the bill (for non-contentious work) or for our charges to be reviewed (for contentious work) under sections 70,71 and 72 of the Solicitors Act 1974. You should note that the Legal Ombudsman may not deal with your complaint if you have already applied for an assessment. An application for an assessment must be made within one month of the bill’s delivery to you. Applications outside this time will only be considered by the Court in special circumstances. 7
18. Affiliates and Other Third Parties
For the purposes of our engagement, our client is the person or entity designated in our Engagement Letter, and not its affiliates (whether shareholders, parent, subsidiaries, partners, members, directors, officers or otherwise). Accordingly, for conflict of interest purposes, we may represent another client with interests adverse to your affiliates.
Our engagement by you does not create any rights in or liabilities to any third party.
19. Cancellation or Termination of Instructions
You may cancel or terminate your instructions to us at any time and for whatever reason by notice in writing to us. Where your instructions to us are as a result of an off premises contract you have a statutory right to cancel your instructions to us in accordance with The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. We will write to you separately concerning any such contract made with us. An “off premises contract” is one made at a meeting between us not held at our offices or in a situation where we do not actually meet.
Our lawyer-client relationship will be considered terminated upon our completion of the specific services that you have retained us to perform, or if open-ended services are to be provided, when more than six months have elapsed from the last time you requested us to perform services and we provided any billable services to you.
The fact that we may inform you from time to time of developments in the law which may be of interest to you, by newsletter or otherwise, should not be understood as a revival of a lawyer-client relationship. We have no obligation to inform you of such developments in the law unless we are specifically engaged to do so.
We may also decide to cease acting for you, but only for good reason. Examples of this are the failure to pay a bill or to comply with a request for a payment on account or failure to provide proper instructions or a request to us to take some action which would be a breach of our professional or statutory duties. Occasions might also arise where there is a conflict of interest and we cannot act for two clients on the same matter. We will give you reasonable notice if we decide that we can no longer act for you and, if considered by us appropriate, assist you to find alternative representation.
Effect of Cancellation or Termination
If for any reason we cease to represent you, we will charge for all work done up to that date and we will be entitled to retain all of your papers or documents while there is money owing to us for our fees, charges and expenses. If we have given you a quote or estimate our charge will be in proportion to what has been performed until you have communicated to us your cancellation compared to what you would have paid if the engagement had been performed in full.
If you cancel this contract, we will reimburse to you all payments received on account from you. We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract. We will make the reimbursement using the same means of payment as you used, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
In litigious matters if we cease to act for you (for whatever reason) you agree to send to the court and every other party involved in this matter a notice that we are no longer acting for you and, if appropriate, indicate who your new solicitors are. You agree to do this within 10 days of us ceasing to act for you (or two working days prior to a court hearing). Your new solicitors may do this for you. However, if you do not do this (or your new solicitors do not do this) then you authorise us to send to the court and the other parties a notice indicating that we have ceased acting for you. If we send the notice then you agree that the notice will indicate your address for 8
correspondence as your official address for service of documents relating to the case and will show you as acting in person.
In the event of the termination or cancellation of our engagement for whatever reason, these Terms of Engagement will remain in force as regards payment and monies held for you, confidentiality, data protection, liability and files and documents.
20. Abortive Work
Where we have given you an estimate or a fixed price quotation and the matter does not proceed to completion, we will normally charge you for work done and disbursements incurred on your behalf up to the date our work finished. This will not exceed, however, our estimate or a fixed price quotation but subject to the Engagement Letter. We will also charge on that basis where any non-fixed price matter does not proceed to completion.
21. Third Party Access to Your File
On occasions it is necessary for us to allow third parties access to a random sample of client files. Examples of such a requirement might include an annual audit of our business under the Solicitors Accounts Rules; inspection of our business by the Solicitors Regulatory Authority or annual assessments of our performance against practice management standards such as Lexcel, Conveyancing Quality Scheme. Your client confidentiality is assured if your file is chosen. Your acceptance of these terms is taken as your approval of allowing your files to be used for these purposes unless you inform us in writing otherwise.
22. Outsourcing of services
You should also be aware that on occasions we might deem it necessary to outsource some of the work on your matter to individuals or businesses separate to ours. This might include instructing experts and counsel as well as the outsourcing of services for the operational running of our business and the provision of services to clients. We take steps to ensure that any such third parties are of the highest reputation and the confidentiality of your files is assured. Your acceptance of these terms is taken as approval of such arrangements as we feel appropriate for the conduct of your matter.
23. Financial Services
We are not authorized by the Financial Conduct Authority (FCA). However, we are included on the register maintained by the FCA so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the SRA. The register can be accessed via the FCA website at www.fca.org.uk/register.
The Law Society is the designated professional body for the purposes of the Financial Services and Markets Act 2000, but responsibility for regulation has been delegated to the SRA (the independent regulatory body of the Law Society), and responsibility for handling complaints has been delegated to the Legal Ombudsman. If you are unhappy with any insurance advice you receive from us, you should raise your concerns with either of these bodies.
The limited regulated activities that we carry out are issuing certain insurance policies, such as after the event legal expenses insurance, defective title insurance and other property indemnity insurance (such as breach of covenant, absence of easement, lack of planning permission, unknown rights and covenants policies).
Any insurance policy arranged by us on your behalf, shall, in our opinion, be adequate to meet your needs, but we do not recommend any policy over and above any other and it is your responsibility to check that you are satisfied with the excess levels, exclusions, limitations and other policy terms. We do not conduct a fair analysis of the insurance market prior to arranging insurance policies. You can request details of the insurance undertakings with which we conduct business at any time. 9
You must provide us with details of any relevant existing insurance policies you may have at the outset. We will not be liable to you for any losses you sustain as a result of your failure to provide us with such details.
24. Inside Information
The following applies if you are a listed company and are subject to the U.K. Financial Conduct Authority Disclosure Rule Sourcebook (“the Sourcebook”).
For the purposes of the Sourcebook your principal contact at the firm will be your client partner. You should inform us when you provide us with any information in relation to your company which you consider to be inside information for the purposes of the Sourcebook. We will make arrangements to draw up and maintain an insider list in relation to your company, and will provide you with a copy on request. We will take necessary measures to ensure that those whose names are on the insider list acknowledge the legal and regulatory duties entailed (including dealing restrictions) and are aware of the sanctions for misuse or improper circulation of inside information.
25. Money Laundering
The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the Regulations) have placed solicitors under a legal obligation to obtain and verify satisfactory evidence of the identity of their clients, financial details, sources of funding and, where relevant, identity information about people related to their clients i.e. beneficial owners. We are unable to act for you until this evidence has been provided. Please also note that we will not be able to accept money for or from you until these checks are completed and this may affect our ability to provide services to you.
To comply with the law, we need to get evidence of your identity as soon as possible. Our practice is to:
a) In the case of individuals (including directors and shareholders of a company or members of a limited liability partnership), we require to see and keep a photocopy of a passport, photo driving licence, or national identity card (or similar document) as evidence of your identity and a recent utility or council tax bill (or similar type of document) as additional evidence of your address. We need to see original documents and will discuss with you acceptable documents and methods of certification if the original is not available.
b) For all companies we will carry out a search of Companies House (or a similar registry in foreign jurisdictions) and may ask for further financial information.
c) For other organizations, we will also require the evidence as for individuals for one or more directors, shareholders, partners or other persons authorized to represent the organization.
d) For other legal entities we will inform you of the evidence required to confirm identity.
Solicitors are under a professional and legal obligation to keep the affairs of clients confidential but this is subject to a statutory exemption under the Regulations. Where a solicitor knows or suspects that a transaction on behalf of a client involves money laundering or terrorist financing they are obliged to inform the National Crime Agency but are unable to inform the client that this step has been taken.
We are required to monitor transactions and maintain records relating to your identity for at least 5 years and we may ask you to provide updated proof of identity from time to time. We do not accept funds in cash. If you were to circumvent this policy by depositing cash direct with our bank we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds. 10
It is not the practice of this firm to pay or receive any financial incentive when clients are either recommended to us or we recommend service providers relevant to the engagement.
If we recommend that you use a particular firm, agency or business, we shall do so in good faith and because we believe it to be in your best interests. However, if that particular firm is not another firm of solicitors, then you will not be afforded the regulatory protection of the SRA, the SRA’s Code of Conduct and SRA Indemnity Insurance Rules, nor shall you be entitled to the benefit of the SRA Compensation Fund.
27. Rights of Third Parties
A person who is not a party to the agreement between you and this firm has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any of these terms of engagement; but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
28. Changes in the Law and Critical Dates
We cannot accept on-going responsibility for reminding you of changes in the law which might affect you, or future critical dates. For example, we cannot accept on-going responsibility to remind you of such matters as rent review dates, lease renewals, the exercise of options or the service of notices and counter-notices within time limits.
We may receive undertakings from another firm of lawyers during the course of a matter or transaction for you. We do not accept any liability in the event that such other firm fails to fulfill such undertaking in whole or in part. This will not prejudice your ability to pursue such other firm through the Courts.
30. Purpose and use of advice
Our advice is for your benefit only and will be given in the context of the particular transaction or engagement for which we are retained. You should not rely on it in any other context. If you want to disclose our advice to anyone else or refer to it, please let us know in advance so we can decide whether we can agree to that and, if so, on what basis.
31. Governing Law
These Terms of Engagement, together with the Engagement Letter, form the basis of our contractual relationship with you which is governed by and interpreted exclusively in accordance with the laws of England and Wales. A claim may only be brought against us (in contract, tort or otherwise) if it can be brought under the laws of England and Wales without reference to the laws of any other country. If you are resident outside England, you must provide us with an address for service in England and that address shall be deemed your address for service.
If any provision of our contract with you is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this contract which shall remain in full force and effect.