TERMS & CONDITIONS OF SUITSFINANCE UK LTD
Effective date: 14 December 2024
These General Terms and Conditions (hereinafter referred to as the ‘Terms and Conditions’) shall apply inseparably and in their entirety to every Service Agreement (hereinafter: the ‘Agreement’) and all resulting and related legal relationships, services, quotations, and invoices between SUITSFINANCE UK LTD, a company incorporated under the laws of England and Wales with company number 16094359, and its Customer (hereinafter: the ‘Customer’).
The Customer declares to have received, read, understood, and accepted these Terms in their entirety, unconditionally and without reservation as a binding part of the contractual relationship, either by signing an Agreement explicitly referring to these Terms or by engaging SUITSFINANCE for Services or accepting an offer or assignment referencing these Terms. In case of any discrepancy or contradiction between the provisions of a specifically signed Agreement and these Terms and Conditions, the provisions of the signed Agreement shall prevail.
Article 1: Definitions and Interpretation
1.1. For the purposes of these Terms, the following terms, when capitalised, shall have the meanings ascribed to them below, unless the context unmistakably requires a different interpretation:
* “Agreement” means the Service Agreement signed by the Customer, including any invoice and any attached KYC/NDA Agreement, as amended from time to time in accordance with its terms.
* “Services” means the general advisory and consultancy services provided by SUITSFINANCE to the Customer, as further specified in the relevant invoice, which services may include accounting work, tax advice and management advice other than financial management.
* “Confidential Information” means any and all information, regardless of form, of a commercial, financial, technical, operational or other nature, relating to a Party’s business, affairs, finances, customers, suppliers, products or services, including but not limited to trade secrets, know-how, business plans and personal data such as passport copies and other identification documents.
* “Fees” means the fees payable by the Customer to SUITSFINANCE for the provision of the Services, as set out in the invoice or otherwise agreed in writing between the Parties.
* “Intellectual Property Rights” means all intellectual property rights, including but not limited to patents, utility models, copyrights, trademarks, service marks, trade names, domain names, rights in goodwill, design rights, software rights, database rights and rights in confidential information, whether registered or not, in any part of the world.
* “Sub-contractor” means any third party, individual or entity, engaged by SUITSFINANCE to perform any part of the Services.
1.2. In these Terms, unless the context otherwise requires:
(a) references to clauses are references to clauses of these Terms;
(b) headings are for convenience only and do not affect interpretation;
(c) words in the singular also include the plural and vice versa; and
(d) references to any statutory provision also include any amendments, additions, or substitutions thereof and any subordinate legislation made thereunder.
Article 2: Scope of Services
2.1. SUITSFINANCE provides the Services in strict accordance with the provisions of the Agreement and these Terms and Conditions.
2.2. The specific content and scope of the Services to be provided will be detailed in an invoice or other written document, such as a Statement of Work, which once agreed shall be deemed to form an inseparable part of the Agreement.
2.3. SUITSFINANCE undertakes to perform the Services with a degree of professionalism, care and diligence that may reasonably be expected (“reasonable skill, care, and diligence”), consistent with applicable professional standards.
2.4. The undertaking given by SUITSFINANCE is an obligation of effort (“obligation of means”) and explicitly not an obligation of result (“obligation of result”). This implies that SUITSFINANCE is obliged to exert itself to the best of its ability to achieve the intended goal, without guaranteeing that a specific result will actually be achieved, unless such a guarantee of result has been explicitly agreed in writing. Any specified delivery dates are purely indicative and not binding; time is not an essential element (“time shall not be of the essence”) for the performance of the Services.
Article 3: Customer obligations
3.1. The Customer is obliged to:
(a) cooperate fully at all times and at SUITSFINANCE’s first request in all matters relating to the performance of the Services;
(b) provide in a timely manner all information, data, documents and access to personnel reasonably required by SUITSFINANCE for the performance of the Services, and to ensure that all information provided is accurate, complete and non-misleading in all material respects
(c) bear sole responsibility for the accuracy and completeness of all information provided to SUITSFINANCE; and
(d) obtain and maintain all necessary licences, consents and permits required for the Services.
3.2. The Customer acknowledges and accepts that the proper performance of the Services by SUITSFINANCE is fundamentally dependent on its full and timely cooperation. SUITSFINANCE can therefore in no way be held liable for delays or defects in the Services resulting directly or indirectly from the Customer’s failure to fulfil his contractual obligations.
3.3. The primary responsibility for the prevention, detection and management of fraud, errors and any form of non-compliance with laws and regulations applicable to its business operations rests solely with the Customer. The Services provided by SUITSFINANCE are not designed as an audit or assurance engagement and are not intended to detect such irregularities. SUITSFINANCE is not responsible for the prevention or detection of fraud or inaccuracies. Should SUITSFINANCE become aware of such matters in the course of its work, it will promptly inform the Customer.
Article 4: Fees and Terms of Payment
4.1. In consideration for the provision of the Services, the Customer shall pay SUITSFINANCE the Fees as specified in the invoice. All agreed Fees are exclusive of Value Added Tax (VAT) and any other applicable taxes, levies or duties, which shall be borne by the Customer.
4.2. Unless otherwise agreed in writing, the Customer shall pay each invoice submitted by SUITSFINANCE within a strict period of fourteen (14) days from the invoice date, in full and immediately available funds, into a bank account designated in writing by SUITSFINANCE.
4.3. If the Customer defaults in the timely payment of any amount due, SUITSFINANCE shall, without prejudice to its other rights and remedies, be entitled to:
(a) charge default interest on the overdue amount from the due date until the date of full payment, at an annual interest rate of 4% above the then current Bank of England base rate, accrued daily and compounded quarterly; and/or
(b) suspend the performance of all Services with immediate effect until full payment is received.
4.4. All payments due to SUITSFINANCE under these Terms and Conditions shall become immediately due and payable on termination thereof, notwithstanding any other provision. 4.5. SUITSFINANCE reserves the right to exercise a lien (“lien”) on any documents or property of the Customer in SUITSFINANCE’s possession until all outstanding fees and charges have been paid in full.
Article 5: Sub-contracting and Information Sharing
5.1. SUITSFINANCE shall at all times be entitled, at its sole and exclusive discretion, to appoint third parties as Sub-contractors for the performance of (parts of) the Services. SUITSFINANCE remains contractually responsible for the performance of its Sub-contractors as if it had performed them itself, subject to the limitations of liability set out in Clause 9.
5.2. The Customer hereby grants its express and irrevocable consent to SUITSFINANCE to share all information, data and documentation provided by the Customer with such Sub-contractors to the extent necessary or reasonably required for the performance of the tasks delegated to them. This includes, but is not limited to, personal data such as copies of passports, identity documents and other due diligence documentation.
5.3. The Customer acknowledges and accepts that, for the efficient provision of services, personal data may be processed by Sub-contractors who may be based outside the UK. SUITSFINANCE will use commercially reasonable efforts to ensure that such Sub-Contractors are subject to appropriate confidentiality and data protection obligations.
Article 6: Confidentiality
6.1. Each Party undertakes not to disclose to anyone at any time during the term of this Terms and Conditions, and for a period of five (5) years after its termination, any Confidential Information of the other Party, except as permitted under clause 6.2.
6.2. Each Party may disclose the Confidential Information of the other Party:
(a) to its employees, officers, representatives, Sub-contractors or consultants who reasonably require such information for the performance of the obligations under this Terms and Conditions, and shall ensure that such persons comply with the obligations of this Clause 6;
(b) as required by law, a court of competent jurisdiction or a governmental or regulatory authority; or
(c) with the prior written consent of the disclosing Party.
6.3. The obligations under this Article 6 do not apply to information that:
(a) is generally available to the public (other than as a result of a breach of this Article 6); (b) was available to the receiving Party on a non-confidential basis prior to disclosure; (c) is made available to the receiving Party on a non-confidential basis by a person who, to the knowledge of the receiving Party, is not bound by a confidentiality agreement; or (d) has been independently developed by the receiving Party without reference to the Confidential Information of the other Party.
Article 7: Data Protection
7.1. Both Parties shall comply with all applicable requirements of data protection legislation, including but not limited to the General Data Protection Regulation ((EU) 2016/679) as it forms part of the legislation of England and Wales, Scotland and Northern Ireland under section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) and the Data Protection Act 2018.
7.2. The Parties acknowledge that for the purposes of data protection legislation, the Customer is the ‘controller’ and SUITSFINANCE is the ‘processor’ in relation to personal data processed in connection with the Services.
7.3. The Customer warrants that it has all necessary and appropriate consents and notifications to enable the lawful transfer of Personal Data to SUITSFINANCE and its Sub-contractors for the duration and purposes of this Terms and Conditions.
7.4. SUITSFINANCE shall, in respect of personal data processed as part of its obligations:
(a) only process such data upon documented written instructions from the Customer; (b) implement appropriate technical and organisational measures to protect the data; (c) ensure that all personnel with access to the data are bound by confidentiality;
(d) assist the Customer (at the Customer’s expense) in responding to requests from data subjects;
(e) promptly notify the Customer of a data breach; and
(f) upon written request from the Customer, delete or return the data upon termination of the agreement, unless legally required to store it.
Article 8: Intellectual Property Rights
8.1. All Intellectual Property Rights arising out of or in connection with the Services (other than rights in material provided by the Customer) are and shall remain the exclusive property of SUITSFINANCE.
8.2. SUITSFINANCE grants the Customer a fully paid, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to copy the results of the Services for the purpose of receiving and using the Services and such results in its business operations.
8.3. The Customer may not sublicense, transfer or otherwise dispose of the rights granted in clause 8.2.
8.4. The Customer grants SUITSFINANCE a fully paid, non-exclusive, royalty-free, non-transferable licence to copy and modify materials provided by the Customer for the duration of the Agreement for the purpose of providing the Services to the Customer.
Article 9: Limitation of Liability and Indemnity
9.1. The Customer acknowledges that the provisions of this Article 9 have been negotiated by the Parties and are considered by them to be fair and reasonable in all circumstances.
9.2. Nothing in these Terms and Conditions shall limit or exclude SUITSFINANCE’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any matter for which it would be unlawful to exclude or limit liability.
9.3. Subject to clause 9. 2:
* (a) SUITSFINANCE shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, loss of goodwill, loss of business, loss of business opportunity, or any special, indirect or consequential loss arising out of or in connection with this Terms and Conditions; and
* (b) the total aggregate liability of SUITSFINANCE to the Customer in respect of all other losses arising out of or in connection with this Terms and Conditions shall in no event exceed the total of the Fees paid by the Customer to SUITSFINANCE under this Terms and Conditions in the 12 months preceding the event giving rise to the claim.
9.4. SUITSFINANCE shall not be liable for any loss or damage suffered by the Customer resulting from the Customer’s failure to follow any advice or recommendation, or from the Customer’s provision of incorrect or incomplete information.
9.5 The Services are not intended to detect fraud, illegal acts, or other irregularities. The Client is responsible for implementing and maintaining internal controls to prevent and detect such matters. SUITSFINANCE shall not be liable for any losses arising from fraud, illegal acts, or irregularities.
9.6 Where the Services involve advice or assistance in relation to fiscal or legal matters, the Client acknowledges thath any such advice is provided based on SUITSFINANCE’s understanding of current regulations and practice. SUITSFINANCE shall not be liable for changes in law or regulations, or in their interpretation, that occur.
9.7. The Customer shall indemnify and hold SUITSFINANCE harmless against all claims, costs, damages and losses (including direct, indirect or consequential damages, and all interest, penalties and legal fees) suffered or incurred by SUITSFINANCE arising out of or in connection with:
(a) any breach by the Customer of its obligations under this Terms and Conditions;
(b) any claim by a third party against SUITSFINANCE arising out of the provision of the Services, to the extent such claim arises as a result of any breach, negligent performance or delay by the Customer; and
(c) any claim for infringement of third party intellectual property rights by SUITSFINANCE’s use of material supplied by the Customer.
Article 10: Force Majeure (Force Majeure)
10.1. Neither Party shall be in breach of the Terms and Conditions, nor liable for any delay in the performance or non-performance of its obligations, if such delay or failure results from events, circumstances or causes beyond its reasonable control (a “Force Majeure Event”). This includes, but is not limited to, natural disasters, pandemics, terrorist attacks, war, government actions, and utility outages.
Article 11: General Provisions
11.1. Transfer: The Customer shall not transfer, pledge or otherwise dispose of any of its rights and obligations under the Terms and Conditions without the prior written consent of SUITSFINANCE. SUITSFINANCE shall, however, be entitled to assign its rights and obligations.
11.2. Entire Terms and Conditions: These Terms and Conditions, together with the documents referred to herein, constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, and representations, whether written or oral, with respect to its subject matter.
11.3. Third Party Rights: Unless expressly stated otherwise, these Terms and Conditions does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
11.4. Amendment: No amendment to these Terms and Conditions shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
11.5. Governing Law: These Terms and Conditions and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with the Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.
11.6. Jurisdiction: Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions.
