Terms and Conditions of Sale
Fiducia FD Ltd
These Terms and Conditions apply to the supply of consultancy services by Fiducia FD Ltd (“the Company”).
1. Definitions
“Client” means the individual, firm or company purchasing services from the Company.
“Services” means financial director, CFO, strategic finance, commercial, advisory, consultancy or related services supplied by the Company.
“Agreement” means these Terms and Conditions together with any proposal, engagement letter, quotation or statement of work issued by the Company.
2. Supply of Services
2.1 The Company shall provide the Services with reasonable skill, care and professional diligence.
2.2 The Company acts as an independent consultant and not as an employee, partner or agent of the Client.
2.3 The scope of Services shall be agreed in writing between the Company and the Client prior to commencement.
2.4 Any changes to the scope of Services may result in revised fees and timescales.
3. Client Responsibilities
3.1 The Client shall provide all information, documentation and access reasonably required for the performance of the Services.
3.2 The Client warrants that information supplied to the Company is accurate and complete to the best of its knowledge.
3.3 The Company shall not be liable for delays or issues arising from incomplete, inaccurate or delayed information supplied by the Client.
4. Fees and Payment
4.1 Fees shall be charged at the rates agreed in writing between the parties.
4.2 Unless otherwise agreed, invoices are payable within 14 days of the invoice date.
4.3 The Company reserves the right to charge interest on overdue amounts at 4% above the base rate of the Bank of England.
4.4 Reasonable travel and out-of-pocket expenses incurred in connection with the Services may be charged in addition to fees, subject to prior agreement where practical.
4.5 All sums are exclusive of VAT unless otherwise stated.
5. Confidentiality
5.1 Each party shall keep confidential all non-public business, financial and commercial information received from the other party.
5.2 Confidential information shall not be disclosed to any third party except where required by law or professional obligation.
5.3 This clause shall survive termination of the Agreement.
6. Intellectual Property
6.1 Any templates, methodologies, models, working papers or materials developed by the Company prior to or during the engagement shall remain the intellectual property of the Company unless otherwise agreed in writing.
6.2 Upon full payment of all fees due, the Client may use deliverables produced specifically for the Client for its internal business purposes.
7. Limitation of Liability
7.1 The Company’s total liability in connection with the Services shall not exceed the total fees paid by the Client under the relevant engagement.
7.2 The Company shall not be liable for:
7.3 Nothing in these Terms shall limit liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability which cannot lawfully be excluded.
8. Termination
8.1 Either party may terminate the Agreement by giving 14 days’ written notice unless otherwise agreed.
8.2 Either party may terminate immediately where the other party commits a material breach of the Agreement.
8.3 The Client shall pay for all Services provided up to the termination date.
9. Data Protection
9.1 Each party shall comply with applicable UK data protection legislation including the UK General Data Protection Regulation and the Data Protection Act 2018.
9.2 The Client remains responsible for the accuracy and lawful processing of any personal data supplied to the Company.
10. Non-Solicitation
The Client agrees not to directly engage or solicit any contractor or associate introduced by the Company during the engagement and for a period of 6 months thereafter without prior written consent.
11. Force Majeure
Neither party shall be liable for failure or delay in performing obligations due to events beyond reasonable control including acts of God, industrial disputes, power failures or governmental restrictions.
12. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising from these Terms.
Fiducia FD Ltd
Financial Director & CFO Consultancy Services
_Date: ____________________
Client Acceptance: ___________________
Fiducia FD Ltd