Terms and Conditions

Terms of Business

1. Interpretation
   • In these Conditions:

• All other words are to be given their English meaning taken in the context of these Conditions. Any dispute as to the meaning of a word shall be settled by reference to the Oxford English Dictionary.
• Any wording following the terms “including”, “include”, “in particular” or “for example” or similar expressions are intended to be illustrative only and shall not limit the sense of those words, description, definition or term preceding those terms.
• A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality and that person’s personal representatives, successors and permitted assigns).
• Clause, schedule and paragraph headings do not affect the interpretation of this agreement.
• A reference to a clause or a schedule is a reference to a clause of, or schedule to, this agreement. A reference to a paragraph is to a paragraph of the relevant schedule.
• Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
• A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it.
• A reference in this agreement to a document is a reference to the document whether in paper or electronic form.

2. Introduction
   • These terms shall apply from the time a Client engages one of the Company’s services, as set out in Schedule 1, and shall continue to apply to subsequent ad-hoc engagements, ongoing engagements and/or reoccurring engagements until they are replaced or revised.
   • Clients shall accept to be bound by these terms by signing the Company’s proposal document and/or by confirming engagement with the Company verbally and/or in writing.
   • For the avoidance of doubt, engagement of the Company’s service(s) does not constitute a joint venture and/or any similar joint enterprise between the Client and the Company.

3. Provision of services
   • Any Service Specification provided by the Company is valid for a period of 30 days (unless previously withdrawn by the Company) and is subject to acceptance in writing or verbally by the Client in such form as may be prescribed by the Company. A binding Contract shall not be formed until the Company has received the Client’s acceptance. Any services shall be governed by these Conditions to the exclusion of any other terms and conditions but subject to the Service Specification.
   • No variation to these Conditions shall be binding unless agreed in writing between the Company and the Client.
   • The Company’s employees or agents are not authorised to make any representations about the services unless confirmed by the Company in writing. In entering into the Contract the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed.
   • Any typographical, clerical or other error or omission in any sales literature, Service Specification, price list, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

4. Services
   • The services shall be provided according to a method considered appropriate by the Company.
   • Where the Company has agreed to provide the services at either the Client’s premises, at the premises of another party or at any other relevant premises:
     • The Client shall be responsible for giving or obtaining any licences, consents or permissions which may be necessary to enable the Company to provide the Services at these premises. Where the Company is impeded in carrying out the Services due to the Client not obtaining the necessary licences, consents or permissions, the Client shall be considered in breach of the Contract and shall be liable for all fees and costs incurred; and;
     • The Client shall ensure that there are adequate health and safety provisions for the Company’s personnel at these premises. The Company reserves the right to withdraw the Company’s personnel from the premises if there is reasonable concern for the health and safety of the Company’s personnel and the Client will be considered in breach of the Contract and will be liable for all fees and costs incurred.
   • Any dates provided for the delivery of the Service Specification are given in good faith but are not binding unless so confirmed in writing in the Service Specification and in that event time shall not in this respect be of the essence of the Contract.

5. Service Specification
   • The quantity, quality and description of and any specification for the services shall be those set out in the Service Specification.
   • The Company reserves the right without notice to make any changes to the Service Specification which are required to conform with any applicable safety or other statutory requirements, or which do not materially affect the quality or performance of the service.
   • No Service Specification may be amended, varied, or deferred by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including Consequential Loss), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such amendment, variation, or deferment.
   • No Service Specification may be terminated within the Initial Period by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including Consequential Loss), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of the termination within the Initial Period.
   • If any of the contents of the attached Service Specification are provided by the Client or a third party instructed by the Client the Client will indemnify the Company against any loss (including Consequential Loss) incurred by the Company in connection with any claim which results from providing those services.

6. Client Obligations
   • The Client undertakes that it will provide the Company with information and/or access to information and/or systems required for the Company to adequately perform the service(s)the Client engages. For the avoidance of doubt, systems include client management relationship systems and any other systems used in the operation of the Client’s business model. For the avoidance of doubt, this term applies even if the Company does not expressly request disclosure of the said information.
   • The Client shall be responsible to the Company for ensuring that the content of the Proposal and Service Specification is suited to its needs, and for giving the Company any necessary information relating to the services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
   • The Client undertakes that it will not do anything that would, directly or indirectly, risk the reputation of the Company.
   • The Client undertakes that it is not conducting nor intends to conduct any unlawful activity.
   • The Client undertakes to pay fees that are due to the Company in accordance to the payment terms set out in clause 8.
   • The Client undertakes to pay the Company any costs incurred in performing the service(s) or taking steps to perform the service(s) engaged by the Client where the Client cancels the engagement after the Company incurs the associated costs. For the avoidance of doubt, this includes, but is not limited to, travel bookings and accommodation bookings.
   • The Client undertakes that, where it engages one of the Company’s services which requires liaison with a regulator (for example, the Financial Conduct Authority (FCA), the Information Commissioner’s Office (ICO and any other relevant regulator, it will communicate information that the Company provide to the Client, in the context of performing the respective service, to the respective regulator(s) promptly.
   • The Client undertakes that, where it engages one of the Company’s services which requires liaison with a regulator (for example, the FCA, ICO and any other relevant regulator, it will communicate information it receives from the respective regulator(s) to the Company promptly and, in any event, no later than when it becomes aware of the information.
   • The Client undertakes that it shall not use the Company logo or logos, claim association and/or affiliation with the Company on its website, social media platforms and/or other publicly available platforms without the express written consent from a director of the Company.
   • The Client undertakes to provide the Company with accurate and up to date information at all times. For the avoidance of doubt, this includes, but is not limited to, the Client’s principal place of business address and contact details of the Company’s points of contact at the Client (including email addresses and telephone contact details).
   • The Client undertakes that it will notify the Company immediately of any changes to Client’s business. For the avoidance of doubt, this includes changes to any non-regulatory areas of business.
   • The Client undertakes that it will co-operate with the regulator(s) and engage with the regulator(s) in an open and transparent manner.
   • If the Client decides to cancel a service which it engages the Company to provide it undertakes to notify the Company about the cancellation or proposed cancellation immediately.
   • The Client undertakes that, where it engages the Company’s training services, it will meet the cost of any venue hire and the associated hospitality costs.
   • The Client undertakes to pay any fees that are due to the regulator(s), for example, but not limited to, FCA authorisation fees.
   • The Client shall not redistribute, reproduce or allow any third party (except any named in the Proposal in reference to this clause) to make use of the services or associated material provided or produced by The Company for the Client.
   • The Client will take all reasonable steps to ensure that they do not disclose any access codes provided by The Company for making use of the services.
   • The Client shall not procure, seek to engage, or otherwise approach the Company’s employees or suppliers during the period of the Contract or for a period of 12 months after the expiry of the Contract.
7. Company Obligations
   • The Company undertakes to exercise reasonable care and skill in the provision of its services to the Client subject to clause 9.1.
   • Company will use all reasonable endeavours to provide its services to the Client within the timescales agreed with the Client, in writing, for the specific engagement(s).
   • The Company undertakes to provide all elements of its respective services in a manner that is consistent with the description of the services set out in Schedule 1, Proposal and/or other documentation that describes its services.
   • The Company undertakes that, where the Client engages one of its services which requires liaison with a regulator (for example, the FCA, ICO or another relevant regulator), it will communicate information it receives from the respective regulator(s) to the Client promptly and, in any event, no later than when it becomes aware of the information.
   • The Company undertakes that, where the Client engages one of its services which requires liaison with a regulator (for example, the FCA, ICO, or another relevant regulator), it will communicate information it receives from the Client, which is for the attention of the regulator(s), to the respective regulator(s) promptly.
   • The Company undertakes that it is able to lawfully provide its services to the Client.
   • The Company undertakes that, where the Client engages its services to liaise with a regulator on its behalf, it will co-operate with the regulator and engage with the regulator in an open and transparent manner.

8. Payment
   • The Client shall be required to make payment for the Company services prior to receiving the respective service(s).
   • Payment for the Company’s service fees shall become due upon the Company issuing the invoice to the Client. For the avoidance of doubt, an invoice is deemed to be issued to the Client on the day it is sent to the Client by the Company. This is irrespective of the delivery method.
   • The Company has the discretion to revise the payment terms to require payment in split payments and/or to revise the payment due date set out in clause 8.1 in of these terms.
   • The Client can make payment for the Company’s ongoing compliance services on a monthly basis or annual basis, in advance of receiving the service(s), unless the Company exercises its discretion under clause 8.2 to change the payment terms.
   • The Client can make payment to the Company for its service(s) by bank transfer, debit card and credit card. There is a surcharge of up to 2.93% for all credit card transactions, this is to cover processing costs and no profit is made from this surcharge. The surcharge will be added to the final invoice with the balance of the Company’s service(s)charge.
   • All invoices are subject to applicable VAT.
   • Any costs set out in any communication from the Company shall be exclusive of VAT.
   • Clients who make or are due to make monthly payment for the Company’s retained compliance services shall make payment to the Company via direct debit until termination of the retained compliance service or until the Company agree, in writing, to a change in payment structure, for example, from direct debit to bank transfer.
   • The Company shall be entitled to collect payment from the Client by direct debit until the Client cancels the direct debit.
   • The Company shall be entitled to any overdue money owed to it by the Client plus annual statutory interest plus the Bank of England base rate in accordance to the Late Payment of Commercial Debts (Interest) Act 1998.
   • A delay by the Company to enforce clause 8.10 of these terms shall not amount to a waiver to enforce the aforementioned clause and the Company shall be entitled to enforce the said clause at a later date.

9. Warranties and Liability
   • The above obligation given in 7.1 by the Company subject to the following conditions:
     • The Company shall be under no liability in respect of any defect in the services arising from any information provided by the Client or a third party instructed by the Client;
     • The Company shall be under no liability where the Client has failed to disclose any relevant facts or information or failed to follow any advice or recommendation given by the Company;
     • The Company shall be under no liability where the Client has relied or acted upon preliminary advice which has not been confirmed in writing by the Company;
     • The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if any payment for the services has not been paid by the due date for the payment; and
     • The above warranty does not extend to services that have been subcontracted by the Company, in respect of which the Client shall only be entitled to the benefit of any such warranty or guarantee as is given by the subcontractor to the Company.
   • Subject as expressly provided in these Conditions, and except where the services are provided to a person dealing as a consumer (within the meaning of the Consumer Rights Act 2015), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
   • Where the services are provided to a consumer (as defined by the Consumer Rights Act 2015) the statutory rights of the Client are not affected by these Conditions.
   • Any claim by the Client which is based on any defect in the services or their failure to correspond with the Service Specification shall be notified to the Company in writing within 5 days from the date of the defect or failure. If the Client does not notify the Company accordingly, the Company shall have no liability for such defect or failure and the Client shall be bound to pay the price in accordance with clause 8 of these Conditions.
   • Where any valid claim in respect of the services is notified to the Company in accordance with these Conditions, the Company shall be entitled to carry out such remedial work as it considers necessary free of charge or, at the Company’s sole discretion, refund to the Client the price of the services (or a proportionate part of the price), but the Company shall have no further liability to the Client.
   • Except in respect of death or personal injury caused by the Company’s negligence or any liability imposed on the Company by Part I of the Consumer Protection Act 1987 or for fraud, the Company shall not be liable to the Client by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any Consequential Loss whether caused by the negligence of the Company, its employees or agents or otherwise which arise out of or in connection with the provision of the services.
   • The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the services, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, causes beyond the Company’s reasonable control shall include an Act of God, explosion, flood, tempest, fire, accident, war or threat of war, acts of terrorism, sabotage, insurrection, civil disturbance, requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of the governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.
   • Except in respect of death or personal injury caused by the Company’s negligence or any liability imposed on the Company by Part I of the Consumer Protection Act 1987 or for fraud the Company’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company shall not exceed the sum of monies paid to the Company by the Client.

10. Price of the Services
    • The Services provided by the Company shall be charged in accordance with the Proposal and the fees may be increased at any time, including during the Initial Period.
    • The Company reserves the right by giving notice to the Client at any time prior to the Contract for the provision of the services to amend the fees to reflect:
    • any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture);
      • implementation of any requests by the Client for special or preferential treatment (including, without limitation, the provision of the services outside the Company’s usual office hours or expedited responses);
      • any changes in delivery;
      • any changes to the method of delivery;
      • any changes to the completion dates;
      • any changes to the quantities or specifications which are requested by the Client;
      • any delay caused by any instructions of the Client; or
      • any failure of the Client to give adequate information and instructions.
    • The price is exclusive of any applicable value added tax.

11. Insolvency of the Client
    • In the event that:-
      • the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for purposes of amalgamation or reconstruction); or
      • an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
      • The Client ceases, or threatens to cease, to carry on business;
    • The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly then, without prejudice to the other rights or remedy available to the Company, the Company shall be entitled to terminate the Contract or suspend any further work under the Contract without any liability to the Client, and if the services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12. Termination
    • Without prejudice to any of its other rights or remedies the Company may without liability terminate a Contract or suspend its services immediately if the Client breaches any of these terms of business the Company can:
      • terminate the services with immediate effect;
      • give the Client an opportunity to remedy the breach; and
      • terminate the services with immediate effect where the Company gives the Client an opportunity to remedy the breach and the Client does not remedy the breach within the timescale set by the Company.
    • For the avoidance of doubt, where the Company terminates the service due to a breach of clause 12.1 of these terms it may be required by law to notify a legal or regulatory body about the subject matter of the breach.
    • Where the Company takes an action set out in clause 12.1.1 or 12.1.3 of these terms, the Client undertakes to compensate the Company for any loss (including, but not limited to, financial and/or non-financial loss) arising from the Client’s breach. For the avoidance of doubt, compensation, for the purposes of this clause, shall only be monetary in nature.
    • In the event of termination, the Client will be liable for the payment of any outstanding money due to the Company prior to the termination of the services.
    • Where the Company is in possession of money due to the Client or received from the Client and due to a third party the Company reserves the right to keep such money to fully offset any money owed to it by the Client under clause 12.4 above.
    • The Client or the Company may terminate the Contract after the Initial Period by giving 90 days written notice to the other.
    • Termination under any provision of this Contract shall not affect the rights or obligations of the Parties accrued under the Contract prior to termination save for the Client shall not be entitled to rely upon any information, guidance or document issued by the Company prior to termination once termination has occurred nor shall it be able to rely upon such information, guidance or document if it has not made payment in accordance with the provisions of this Contract.

13. Law and Jurisdiction
    • These Conditions and the Contract shall be governed by and construed in accordance with the laws of England and Wales and the Client submits to the exclusive jurisdiction of the English Courts.

14. Severance
    • If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

15. Waiver
    • No waiver by the Company in respect of any breach by the Client of these Conditions shall operate as a waiver in respect of any subsequent breach.

16. Notices
    • Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
    • A notice given under this agreement:
      • shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
      • shall be sent for the attention of the relevant person; and
      • shall be:
        • delivered personally; or
        • delivered by commercial courier; or
        • sent by pre-paid United Kingdom first-class post or recorded delivery or by airmail or other overseas courier service (provided by way of a ‘signed for’ service); or
        • sent by email to an email address notified by the relevant party to the other party
      • If a notice has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:
        • if delivered personally, at the time of delivery; or
        • if delivered by commercial courier or airmail, at the time of signature of the delivery receipt; or
        • if sent or supplied by electronic means, one hour after the notice was sent or supplied;
        • if sent by pre-paid United Kingdom first class post to an address in the United Kingdom or recorded delivery, 48 hours after it was posted; and
        • if deemed receipt under the previous paragraphs of this sub-clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of deemed receipt.

17. Assignment
    • The Client shall not be entitled to assign or transfer any right or obligation under this Contract to any person, persons or legal entity without the prior written consent of the Company.
    • The Company shall be entitled to assign or transfer its rights and obligations under this Contract to any other person.

18. Third Party Rights
    • For the purpose of the Contracts (Rights of Third Parties) Act 1999, these Conditions do not and are not intended to give any rights or any right to enforce any of its provisions to any person who is not a party to it.

19. Set-Off
    • The Client shall not be entitled to deduct or set-off any amount claimed by the Client to be done from the Company from or against any amount due from the Client to the Company under these Conditions or otherwise. All amounts due from the Client to the Company under these Conditions shall be paid promptly and without any demand, deduction, set-off or counterclaim whatsoever.

20. Entire Agreement
    • These Conditions contain the entire agreement and understanding of the parties and supersedes all prior agreements and understandings, whether written or oral, and all prior dealings between the parties with respect to the subject matter of these Conditions.

Schedule 1 – Service Specification

• Appointed Representative Network

The Company provides Clients with bespoke Appointed Representative Network support packages which includes service items that meet the specific demands and needs of the Client. Service items mean services such as, but not limited to, telephone support, email support, liaising with regulator(s) on the Client’s behalf and providing Clients with periodic newsletters. the Company’s ongoing compliance service has a minimum term of 12 months. This is automatically renewed upon expiry of the each 12-month term.

• Compliance training

The Company provides bespoke in-house training and e-Learning courses to Clients. the Company’s compliance training service covers FCA compliance and data protection.

• Financial promotions

The Company provides Clients with a financial promotions review service. This consists of conducting a compliance review of Clients’ marketing and advertisement content and providing written recommendations where appropriate.