Terms of Business

1. General

1.1 These Terms of Business are effective from 1st June 2018, but may be amended from time to time. They replace any previous terms of business and shall apply to any future Services we carry out on your behalf unless varied or replaced.

1.2 The following definitions are used in these Terms of Business:

“Data Protection Legislation” the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.

“Client”, “your” or “you” means the person, firm, company or other legal entity to whom our Engagement Letter is addressed and to whom the Services are provided.

“London Corporate”, “the firm”, “we” or “us” means London Corporate Limited whose registered office is at Aylesbury House, 17-18 Aylesbury Street, London EC1R 0DB, its directors, officers, staff, representatives and agents, and in all cases any successor or assignee, and “our” shall be construed accordingly.

“Engagement” means the agreement between us for the provision of Services in accordance with the Engagement Terms (and/or any written variations agreed between us).

“Engagement Letter” means the letter and any appendices, which, taken together with these Terms of Business, set out the basis of our contract with you.

“Engagement Terms” means the terms contained (or referred to) in our Engagement Letter together with these Terms of Business.

“Intellectual Property Rights” means patents, trademarks, design rights (whether registrable or otherwise) applications for any of these, copyrights, database rights, trade or business names and other similar rights or obligations whether registrable or not in any country.

“Loss” means any loss, damage, costs or interest.

“Services” means the reports, advice and/or services delivered or provided to you pursuant to the Engagement Terms.

“Staff Member” means a consultant, employee, director, officer, representative or agent of London Corporate.

1.3 The scope of our work and our liability to you in respect of this Engagement is set out or referred to in our Engagement Letter. Should any of the terms of our Engagement Letter conflict with these Terms of Business, the former shall prevail.

1.4 If we have already started work (e.g. by gathering information, project planning or giving initial advice) then you agree that the Engagement Terms apply retrospectively from the commencement of our work. We are not bound by any terms of business you have sent to us prior to acceptance of the Engagement Letter, unless specifically agreed by us in writing. No changes to these Terms of Business will be effective unless documented and agreed in writing between us.

1.5 In addition to the work specified in the Engagement Letter, it is recognised that you may from time to time seek our advice on an ad hoc basis on a range of matters, which may be of a technical, commercial, business or non-business nature. Whilst we reserve the right (in appropriate cases) to require you to enter into separate engagement terms in relation to such advice, you agree that the Engagement Terms will apply to that advice as if the advice had been (or formed part of) the subject matter of the Engagement.

2. Fees

2.1 Unless otherwise stated in the Engagement Letter, our fees are based on the time required to complete the Services, and may include travelling time where this is significant. Time is charged at hourly rates applicable to the Staff Members who provide the Services in question. Hourly rates are modified from time to time in accordance with prevailing market conditions. Any fees or hourly rates quoted or estimated are exclusive of VAT and disbursements which shall be charged as applicable.

2.2 Any estimate of the fees for providing the Services will be based upon our assessment of the work involved, taking account of any assumptions set out in the Engagement Letter. Unless we have agreed otherwise in the Engagement Letter, our fees may be adjusted if the Services prove more complex or time consuming than expected. We will let you know when we consider any estimate is likely to be exceeded.

2.3 Our invoices are payable in full within 14 days of the invoice date. We reserve the right to charge interest for delayed payment at a rate of 3% above the base rate from time to time of NatWest Bank.

2.4 If you disagree with, or have any questions relating to any invoice, you should notify us in writing within 14 days of receipt of the relevant invoice, after which time you will be deemed to have agreed the amount. We will be entitled to receive payment of all charges incurred up to the date of termination of any Service or of the Engagement or for any reason.

2.5 Where our appointment is by a parent company on behalf of a group or particular group companies, our invoices may be addressed to either the parent company or the relevant group company or entity. Both parties remain jointly and severally liable for payment of the same until settled in full.

3. Your responsibilities

3.1 You will promptly provide us with all necessary documentation, information and access to personnel required in order to enable us to perform the Services in accordance with the Engagement Terms.

3.2 You agree that we shall be entitled to rely on all information provided to us and on your decisions and approvals in connection with our Services and to assume that all such information provided to us from whatever source is true, complete and not misleading. We shall not be responsible for the consequences of any information provided to us in the course of the Services not being complete, accurate or current.

3.3 You agree that you remain solely responsible for managing all aspects of your business or affairs, for taking all decisions and, where applicable, for operating and maintaining all accounting, internal control or management information systems. You are responsible for: deciding whether our recommendations are appropriate in the context of your objectives; deciding whether you wish to rely on, implement or act on them; and for taking the actions necessary to realise any expected benefits.

3.4 Our advice will be provided in writing and addressed to you. Subject to clause 3.6 below, it may not be reproduced or distributed to any other party without our prior written consent (save that copies of our advice may be provided to your other professional advisers on a need to know basis for purposes associated with the Services only).

3.5 Only final versions of our reports, or other written advice, should be acted upon. Accordingly, we cannot accept responsibility for any reliance that may be placed on drafts.

3.6 Where it is envisaged that reports, letters, information or advice given by us to you will be provided to, or used by, a third party we reserve the right to agree with you terms regarding such provision or to require the third party to enter into a direct relationship with us. Unless otherwise agreed in writing, we recognise no responsibility whatsoever other than that owed to you as at the date on which our report or other advice is given.

3.7 You agree to provide all relevant information to the Staff Members who are directly involved in the provision of each Service that we undertake for you. Knowledge of information provided to Staff Members in respect of any particular Service shall not be imputed to Staff Members who are involved in the provision of any other Service.

4. Post-date events

4.1 We have no responsibility to up-date any reports, letters, information or advice given by us for events occurring after the completion of any Service (which, unless provided otherwise in the Engagement Letter, will be the date on which the final report, letter, information or advice is delivered or signed), nor to monitor their continuing relevance or suitability for your purposes. For the avoidance of doubt, such events include (but are not limited to) changes in applicable laws and regulations, or in their interpretation, or in market conditions.

5. Delay and circumstances beyond our control

5.1 We will not be responsible for any delay in or failure to perform all or any part of the Services where such delay or failure to perform is caused by matters beyond our reasonable control (including, but not limited to, your failure to provide, in a timely manner, the information referred to in the Engagement Terms).

6. Liability and indemnity

6.1 We will perform the Services with reasonable skill and care and acknowledge that we will be liable to you for any loss, damage, costs and/or interest (“Loss”) caused by our negligence or breach of contract, subject to the following provisions:

6.2 We will not be liable if such losses are due to the provision of false, misleading or incomplete information or documentation or due to the acts or omissions of any other person;

6.3 We will not be responsible for any consequential loss howsoever caused.

6.4 Where any Loss is suffered by you for which we would otherwise be jointly and severally liable with any third parties, the extent to which such Loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such damage or Loss, as agreed between the parties, or in the absence of agreement, as finally determined by an English Court.

6.5 Unless and to the extent that they have been finally and judicially determined to have been caused by our fraud, wilful default, negligence or breach of contract, you will indemnify on demand and hold harmless London Corporate against all third-party actions, claims, proceedings and losses whatsoever and howsoever arising from, or in any way connected with, the provision of the Services.

6.6 Nothing in this paragraph 5 is intended to exclude or limit our liability for fraud or for any other acts or losses that cannot lawfully be excluded or limited.

7. Intellectual property rights

7.1 We retain all copyright and other Intellectual Property Rights in everything developed by us either before or during the course of the Engagement, including rights in all reports, written advice or other materials provided by us.

8. Confidentiality

8.1 We confirm that except where required by law, regulation, or professional requirements (including quality control), we shall treat as confidential all information which you provide to us for the purposes of the Services (whether provided orally, in writing or in any other form). However, you agree that we may share confidential information with any subcontractors we use to provide the Services (or more generally to support our office administration) on the understanding that they will treat the information as confidential in accordance with the provisions of this Engagement Letter.

8.2 Nothing in this Engagement will prevent or restrict us from providing services to other clients (including services which are the same or similar to the Services) or using or sharing for any purpose any knowledge, experience, know-how, methodologies or skills used in, gained or arising from performing the Services subject to the obligations of confidentiality set out in clause 8.1 even if those other clients’ interests are in competition with your own. When offering our Services to others we may disclose to them that we have acted for you unless you instruct us to the contrary.

8.3 You will keep confidential any know-how, methodologies or technology used by us to carry out the Services.

9. Conflicts of interest

9.1 We have in place procedures to identify situations where conflicts of interest may arise. However, we cannot be certain that our procedures will identify all such situations. If you become aware of any potential conflict affecting our provision of the Services, you will notify us promptly. Where a conflict of interest is identified and we believe that implementing appropriate procedures can properly safeguard your interests, we will promptly notify you (subject to any obligations we may owe to third parties), explain the safeguards we have put in place and obtain your consent to their implementation. However, there may be circumstances where we consider that your position cannot be adequately safeguarded and in such circumstances the Services may be terminated without affecting our entitlement to payment for the work carried out by us to the date of termination.

10. File retention

10.1 It is our normal practice to retain documents relating to client engagements for six years from the completion of the relevant Service. Thereafter, unless separate arrangements have been made, we may destroy or erase the documents or papers without reference to you.

11. Money laundering

11.1 Under UK’s money laundering legislation if, during the course of our professional work, we know or have reasonable grounds for knowing or suspecting that an individual or entity is engaged in money laundering, we are obliged to report that suspicion to the relevant authority. If we fail to make a report we will be committing an offence. The legislation also makes it an offence for us to disclose that we have made a report if to do so might impede an investigation. “Money laundering” is defined in the Proceeds of Crime Act 2002.

12. Data protection

12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 12, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

12.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and London Corporate is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

12.3 Without prejudice to the generality of clause 12.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to London Corporate for the duration and purposes of the Engagement.

12.4 Without prejudice to the generality of clause 12.1, London Corporate shall, in relation to any Personal Data processed in connection with the performance by London Corporate of its obligations under the Engagement:

a) process that Personal Data only on the written instructions of the Client unless London Corporate is required by Applicable Laws to otherwise process that Personal Data. Where London Corporate is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, London Corporate shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit London Corporate from so notifying the Client;

b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

e) the Client or London Corporate has provided appropriate safeguards in relation to the transfer;

f) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;

g) London Corporate complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;

h) London Corporate complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;

i) assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

j) notify the Client without undue delay on becoming aware of a Personal Data breach;

k) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the Personal Data.

12.5 Either party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Engagement).

13. Electronic communications

13.1 We each agree that where appropriate we may communicate with each other over the internet (including by way of email).

13.2 In order for our personnel to operate effectively and efficiently they may need access to your electronic data and also to your internet communications facilities for the purpose of providing the Services. We will only access your internal networks, applications, data or other systems through the terminals, hardware or software you make available to us for the purpose.

13.3 We each recognise that the internet is inherently insecure and that data can become corrupted, communications are not always delivered promptly (or at all) and that other methods of communication may be appropriate. Electronic communications are also prone to contamination by viruses. Each of us will be responsible for protecting our own systems and interests and neither of us will be responsible to the other on any basis for any loss, damage or omission in any way arising from the use of electronic data (including email) as a form of communication or from our personnel’s access to your networks, applications, data or other systems.

14. Termination

14.1 Either of us may terminate this Engagement forthwith by notice in writing to the other in the event that the other becomes the subject of insolvency proceedings or calls any meeting of its creditors.

14.2 Alternatively, either of us may terminate this Engagement at any time upon giving three months’ notice in writing to the other.

14.3 Unless otherwise stated in the Engagement Letter, we shall be entitled to charge and be paid for Services rendered pursuant to the Engagement Terms up to the date of termination, including expenses and disbursements reasonably incurred up to that time and the termination of the Engagement shall not operate to affect any provisions which (either expressly or by implication) survive such termination.

14.4 We may terminate the Engagement forthwith by notice in writing to you in the event of a professional or ethical issue or disagreement arising that, in our opinion, cannot be readily resolved.

15. Third party rights

15.1 Neither our advice nor any of the Services provided pursuant to the Engagement are intended, either expressly or by implication, to confer any benefit on any third party and the liability of London Corporate to any third party is expressly disclaimed.

15.2 No person other than the parties to the Engagement Terms, and their respective successors and assignees, shall have any right to enforce any of the Engagement Terms, or the terms of any reports, letters, information or advice provided as part of the Services, pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, except to the extent that the Engagement Terms expressly provide for such Act to apply.

16. Assignment and sub-contracting

16.1 Neither of us will directly nor indirectly agree to assign or transfer any claim against the other arising out of this Engagement to any other person.

16.2 We shall be entitled to sub-contract the whole or part of the performance or benefit of the Engagement without the prior written consent. You agree that you will not bring any claim or proceedings of any nature in respect of or in connection with this Engagement against any subcontractor that we may use to provide the Services, unless founded on an allegation of fraud or other liability that cannot be excluded under English law.

17. Severability

17.1 In the event that any part of the Engagement Terms is held to be illegal, void or unenforceable, the remainder will continue in full force and effect.

18. Whole agreement

18.1 The Engagement Terms, together with any agreed written variations thereto, set out the entire agreement between us and supersede all prior representations, agreements (including any tender documentation or information), negotiations or understandings, whether oral or in writing, other than any misrepresentation which is made fraudulently.

19. Quality of service

19.1 If, at any time, you believe our service to you could be improved, or if you are dissatisfied with any aspect of our service, you should raise the matter with the Staff Member responsible for providing our Services to you or, if you would prefer, you should contact our Chairman at Aylesbury House, 17-18 Aylesbury Street, London EC1R 0DB. We will address your concerns as promptly and carefully as possible and do all that we can to explain the position to you.

20. Jurisdiction and governing law

20.1 The Engagement Terms and the Services provided pursuant to them shall be governed by and interpreted in accordance with English law. A claim may only be brought against us (in contract, tort or otherwise) if it can be brought in English law without reference to the law of any other country.

20.2 The parties to these Engagement Terms irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims).

Version 2.0, dated June 2018