We are a private limited company registered in England and Wales at Np-105, Icentre Howard Way, Newport Pagnell, Milton Keynes, Buckinghamshire, United Kingdom, MK16 9PY.  Company number 06544210. VAT No 801439555

Our principal place of business is:

AW House
6-8 Stuart Street
Luton
Bedfordshire
LU1 2SJ

Application

1. These Terms and Conditions apply to the provision to you of the Services by e-Financial Management limited a company registered in England and Wales under number 3860322 whose registered office is at AW House 6-8 Stuart Street, Luton, Beds, LU1 2SJ.
2. You are deemed to have accepted these Terms and Conditions from the earlier of when you accept our Engagement Letter or the commencement of the Services.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Terms and Conditions apply to the Services Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Definitions and interpretation

1. In the Services Contract the following words and expressions shall have these meanings:

Agents (when referable to EFM) means persons whom we authorise to act on our behalf or whom we treat as our employees, and for whose conduct we accept responsibility, in connection with the Services.

Business day means a day (not being a Saturday or Sunday) on which banks are open for general banking business in the City of London.

Deliverables means those items identified as such in the Engagement Letter (if any) to be provided by EFM to you in the course of delivering the Services.

EFM or we (or derivatives) means the EFM contracting party as identified by the Engagement Letter.

EFM contracting party means e-Financial Management Limited and all the subsidiaries and licensees of EFM.

EFM persons means the EFM contracting party, each and all of our directors, employees and agents, together with any other body associated with us and each and all of its directors, employees and agents and “EFM person” shall mean any one of them.

Engagement Letter means the statement provided to you by us that set outs the Services to be delivered by us and associated matters (such as the deliverables to be provided, the fees payable and the timeframe for completion of the Services) and may vary these Terms and Conditions.

Services means the services to be delivered by us under the Engagement Letter.

The Services Contract means the contract formed by the Engagement Letter and these Terms and Conditions, together with any appended other terms applicable to the Services (“Additional Terms”).

Work means any activity performed by us in relation to the Services.

Working days means Monday to Friday excluding bank or public holidays.

You (and derivatives) means the addressee (or addressees) of the Engagement Letter.

1. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
2. Words imparting the singular number shall include the plural and vice-versa.
3. Words imparting the masculine shall include the feminine and vice-versa.

Commencement

1. The Services Contract will start on the earlier of (i) the date stated in the Engagement Letter; or (ii) the commencement of the services.

Services

1. We will perform the Services with reasonable skill and care.
2. The Services will comply with the Engagement Letter, including any specification in all material respects. We can make any changes to the Services that are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
3. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the Engagement Letter
4. The Services (including deliverables) are provided solely for you for the purpose set out in the Engagement Letter or the relevant deliverable.
5. In providing the Services, we will use reasonable endeavours to give sound advice based on the information available, but you will remain wholly responsible for determining matters of policy or action related to that advice.
6. All these Terms and Conditions apply to the supply of any goods and services as well as Services unless we specify otherwise.

Your obligations

1. To enable us to perform the Services, you shall supply promptly all information and assistance and all access to materials, properties and any other matters in your possession, custody or under your control and to personnel under your control where requested by us.
2. Where you require us or the nature of the Services is such that it is likely to be more efficient for us to perform Services at your premises or using your computer systems or telephone networks, you shall ensure that all necessary arrangements are made for access, security procedures, virus checks, facilities, licences or consents (without cost to us).
3. Notwithstanding our duties and responsibilities in relation to the Services, you shall retain responsibility and accountability for managing your affairs (whether or not based on the Services we provide), deciding on what to do after receiving any product of the Services, implementing any advice or recommendations provided by us, and realising any benefits requiring activity by you.
4. We are not liable for any delay or failure to provide the Services if this is caused by you not fulfilling your obligations.
5. Whilst EFM persons are working on your premises, you will ensure the health and safety of those people. The You will indemnify us and keep us indemnified against all losses, damages and expenses incurred or suffered by us in connection with any and all claims made in respect of any injury, death or loss suffered by those EFM persons as a result of working at your premises.

Fees

1. Details of our fees for the Services and any special payment terms shall be set out in the Engagement Letter.
2. Our fees shall be based on the degree of responsibility of the EFM persons involved in delivering the Services, their skill and time spent by them and the nature and complexity of the Services. Our fees may include any time spent travelling for the purpose of the Services that cannot be used productively for other purposes and may also take account of such factors as urgency, inherent risks, use of techniques, know-how and research.
3. Our fees will be charged in units of a quarter of a day unless otherwise agreed.
4. Our fees may differ from any prior estimates or quotations.
5. You must pay us for any additional services provided by us that are not specified in the Engagement Letter in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us.
6. You will pay any relevant expenses that we incur in connection with the performance of the Services.
7. Our fees are reviewed annually unless otherwise agreed. A minimum of 14 days’ notice will be given prior to any increase being implemented.
8. You will also pay any taxes, including VAT, that are due in relation to our deliverables and services. You will pay us the full amount of any invoice, regardless of any deduction that you are required by law to make.
9. In some circumstances, commissions or other benefits may become payable to us in respect of transactions we arrange on your behalf. In such circumstances, you will be notified of the amount and terms of any payment. Your consent to such commissions or other benefits being retained by us without our being liable to account to you for any such amounts is assumed by agreement to our Terms and Conditions.

Cancellation and amendment

1. We can withdraw, cancel or amend an Engagement Letter if it has not been accepted by you, or if the Services have not started, within a period of 7 days from the date of the Engagement Letter
2. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the Engagement Letter
3. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the fees payable by you.
4. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

1. Unless otherwise provided in the Engagement Letter we will invoice you on a monthly basis.
2. You must pay the fees due within 7 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
3. Without limiting any other right or remedy we have for statutory interest, if you do not pay within 21 days of the period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
4. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
5. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services that have been ordered by, or otherwise arranged with you.
6. If the Services Contract is terminated or suspended, we shall be entitled to payment for outlays incurred and to payment of fees for Services performed, plus VAT thereon (where appropriate). Our fees shall in this event be calculated by reference to our daily rates at the time of performance of the Services.
7. Receipts for payment will be issued by us only at your request.
8. All payments must be made in GBP (British Pounds Sterling) unless otherwise agreed in writing between us.

Subcontracting and assignment

1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Confidentiality

1. We and you agree to use each other’s confidential information only in relation to the Services, and not to disclose it without prior written consent, except i) where required by law or regulation or ii) where necessary to our legal advisors or insurers. However, we may give confidential information to other EFM persons or relevant subcontractors or service providers so long as they are bound by confidentiality obligations. The obligations to keep the information received in connection with the Services confidential shall remain in legal effect for three years after receipt of such information. The above will not apply to information that (i) is publicly available, or (ii) has been received from someone else who owes no duty of confidence in relation to it, or (iii) was already known by the receiving party.
2. For the purposes of marketing, publicising or selling our services we may wish to refer to you and the Services we have performed for you, in which event we may identify you by your name and use your company logo. We will only indicate the general nature or category of such work (or of the Services) and any details that have properly entered the public domain.
3. You agree that we may perform services for your competitors or other parties whose interests may conflict with yours; if we do not disclose your confidential information and no conflict of interest arises. Where a party has engaged us to deliver services before you have done so and subsequently circumstances change, we may consider that your interests are likely to be prejudiced and we may not be satisfied that the situation can be managed. In which case we may have to terminate the Services Contract and will be entitled to do so immediately upon giving notice, but we will consult you before taking such action. If you know or become aware that we are advising or proposing to advise such a competitor, you shall inform us promptly.

Clients’ materials

1. If we are provided with custody of any materials belonging to you, they will be retained during the course of our appointment (unless their return is requested) at the end of which they will be returned to you.
2. Whilst we will take reasonable steps to safeguard the security and confidentiality of the records we retain on your behalf, you acknowledge that we cannot guarantee their security and confidentiality. You will maintain responsibility for any materials stored at our premises or at a third-party storage facility. We reserve the right to recharge for any costs incurred storing your archived material at this facility. When these materials are subsequently returned to you, we will require you to indemnify us against any costs incurred in so doing.
3. We reserve the right, where fees have been invoiced and payment is outstanding to us, to exercise a lien in respect of those outstanding fees over any materials belonging to you that may be in our possession.
4. We may retain copies of all materials relevant to the Services, including any materials given to us by you or on your behalf.

Intellectual property rights

1. We reserve all copyright and any other intellectual property rights that may subsist in any rights in the deliverables and any materials created under the Services Contract, and you will have a non-exclusive, non-transferable licence to use the deliverables for your own internal purposes. If you wish to distribute copies of these materials outside your own organisation, you shall obtain our permission in writing and ensure that each such copy of the materials bears a statement acknowledging its source.

Data protection

1. You agree that we may process your employees, contractors, clients and other individuals personal data for the purposes of providing the Services and maintaining our administrative or client relationship management systems, including the use of IT outsourced providers.
2. Where we act as your data processor, we will act only on your lawful instructions and we will comply with the relevant laws and keep such data confidential and secure.
3. We may, for the purposes in clause 51, transfer the personal data outside the European Economic Area (but only: (i) to a recipient who is in a country that provides an adequate level of protection for personal data, or (ii) under an agreement that covers the EU requirements for the transfer of personal data to data processors outside the EEA).

Liability and indemnity

1. Our total liability (including interest and costs) in connection with the Services Contract and the Services when we are at fault for our actions or omissions in respect of breach of contract, breach of statutory duty, in tort, misrepresentation, negligence, under statute, or otherwise but not if caused by our fraud or other deliberate breach of duty shall be limited in accordance with this clause.

Our total liability to you in any 6 month period (such 6 month period commencing on the date of our engagement and each subsequent 6-month period  thereafter), arising out of or in connection with the Services Contract shall be limited to the lesser of:

• £25,000; or
• the total amount of fees charged by us to you under this Services Contract in the relevant 6-month period

1. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under the Services Contract for:
   1. any indirect, special or consequential loss, damage, costs or expenses;
   2. any loss of profits; loss of anticipated profits, savings or benefits; loss of business opportunity; loss or corruption of data from systems (including by transmission of virus); loss of reputation or goodwill; business interruption; lost or wasted management or employee time; or, other third-party claims;
   3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control;
   4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations;
   5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any materials supplied in connection with the Services.
2. Where we agree in writing to accept liability to more than one party, the limit on our liability in clause 54 will be shared between them, and it is up to those parties how they share it.
3. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
4. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
5. Any condition, representation or warranty that might otherwise be implied or incorporated within these Terms and Conditions by reason of statute or common law or otherwise is hereby expressly excluded
6. Any claim from you in respect of loss or damage suffered as a result of, arising from or in connection with the Services Contract, whether in contract or tort or under statute or otherwise, must be made:

• if Services have been delivered, within one year of the date of the activity giving rise to the claim
• if the Services Contract has been terminated, within six months of the date of termination (subject to the bullet above)
• if the claim relates to our unauthorised disclosure of confidential information, within one year of the date on which the unauthorised disclosure took place

and in any of these cases that shall be the date when the earliest cause of action (in contract or tort or under statute or otherwise) shall be deemed to have accrued in respect of the relevant claim. For the purposes of this clause, a claim shall be made when court proceedings are commenced.

1. You agree to bring any claim in connection with the Services Contract only against us, and not against any individual, however, described.

Circumstances beyond a party’s control

1. No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control. Such matters include, but are not limited to: power failure, internet service provider failure, industrial action, riot, blockade, accident, civil unrest, fire, natural catastrophe, disaster, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. In the event of any such occurrence affecting a party, that party shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the Services Contract if the delay continues for a period of 90 days; such notice taking effect immediately on delivery.

Termination

1. Unless otherwise agreed either party can terminate the Services Contract or suspend its operation by giving 90 calendar days’ prior notice in writing to the other at any time.
2. Either party may terminate the Services Contract immediately if the other party:
3. commits a material breach of its obligations under the Contract and such breach has not been remedied within 30 days of receipt by the breaching party of a notice from the other party specifying the breach and requiring its remedy; or
4. fails to pay any amount due under the Contract on the due date for payment; or
5. becomes or, in the other party’s reasonable opinion, is about to become, the subject of a bankruptcy order or to take advantage of any other statutory provision for the relief of an insolvent debtor; or
6. enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
7. convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of it, notice of intention to appoint an administrator is given by it or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for its winding up or for the granting of an administration order in respect of it, or any proceedings are commenced relating to its insolvency or possible insolvency.

Effects of termination

1. Termination or suspension shall not affect any rights that may have accrued for either party before termination or suspension.
2. You agree to pay us for all services we perform up to the date of termination. Where a fixed fee for services has been set, you agree to pay us for the services that we have performed based on the time spent at our then current daily rates, up to the amount of the fixed fee. Any contingent element of the fees will remain payable in accordance with the Contract.
3. On termination, each party shall immediately return to the other party all property of the other party in its custody, possession or control.
4. Any part of these Terms and Conditions that by its nature or implicitly or to give effect to its purpose is to continue in force & shall survive after expiry or termination of the Services Contract.

No waiver

1. Failure to exercise or enforce any rights shall not amount to a waiver of such rights.

Severability

1. If any clauses or terms of the Services Contract are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.

Third parties

1. If you breach any of your obligations under the Services Contract and there is any claim made or threatened against us by a third party, you shall compensate us and reimburse us for and protect us against any loss, damage, expense or liability incurred by us that results from or arises from or is connected with any such breach and any such claim. If any payment is made by you under this clause you shall not seek recovery of that payment from us at any time.

Communications

1. Any notice under the Services Contract must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
2. Notices shall be deemed to have been duly given:
3. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
4. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
5. on the fifth business day following mailing, if mailed by national ordinary mail; or
6. on the tenth business day following mailing, if mailed by airmail.
7. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Non-solicitation

1. You shall not, directly or indirectly, solicit the employment or services of any of our associates, directors or employees, involved in performing the Services, during performance or for a period of 12 months following their completion or following termination of the Services Contract, without our prior written consent or your agreement to pay us a sum equivalent to 30% of the total annual remuneration package paid by us to the individual prior to his or her departure.

Variation

1. Any modifications or variations to the Services Contract must be in writing and signed by each of us. If there is any inconsistency between the Engagement Letter and any other elements of the Services Contract, the Engagement Letter shall prevail. If there is any inconsistency between these Terms and Conditions and Additional Terms that may apply, the Additional Terms shall prevail.

Entire agreement

1. The Services Contract forms the entire agreement between the parties in relation to the Services. It replaces any earlier agreements, representations or discussions. No party is liable to any other party whether for negligence or otherwise for a representation (unless made fraudulently) that is not in the contract.

Dispute resolution

1. If a dispute arises, the parties will attempt to resolve it by discussion and negotiation before commencing legal proceedings.

Law and jurisdiction

1. The Services Contract shall in all respects be subject to and governed by English law and all disputes arising on any basis from or under the Services Contract shall be subject to the exclusive jurisdiction of the English courts.
2. You must provide proof of identity as part of our measures to ensure compliance with the Proceeds of Crime Act 2002.