Terms and Conditions
The following Standard Terms of Business apply to all engagements accepted by Pareto Financial Direction Limited. All work carried out is subject to these terms except where changes are expressly agreed in writing.
1 Definitions
In these Terms and Conditions, unless otherwise provided:
"The Client", "your" or "you"
means the person, firm or company to whom our Letter of Engagement is addressed and to whom the Services are provided.
“Contract”
means the Letter of Engagement, together with these Terms and Conditions (version 2.0) and the Data Processing Agreement (found here).
“Data Protection Legislation”
means the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated).
The terms ‘Personal Data’, ‘Personal Data Breach’, ‘Data Controller’, ‘Data Processor’, ‘Data Subject’, and ‘process’ (in the context of the use of Personal Data) shall have the meanings given to them in the Data Protection Legislation.
"Letter of Engagement"
means the letter or written document which covers the detail of the Services we are to provide.
"Intellectual Property Rights"
means patents, trademarks, design rights (whether register-able or otherwise), applications for any of these, copyrights, database rights, trade or business names and other similar rights or obligations whether register-able or not in any country.
“Purpose”
means the provision of Services by us to you.
“The Company”, "our", "we" or "us"
means Pareto Financial Direction Limited, a limited company incorporated in England (company number 06244623) and whose registered office is at 910 The Crescent, Colchester Business Park, Colchester, Essex, England, CO4 9YQ, its members, directors, staff and agents, and in all cases any successor or assignee.
"Services"
means the reports, advice and/or other services to be provided by us pursuant to the Contract (or any part of them) as described or referred to in the Letter of Engagement.
2 General
2.1 These Terms and Conditions shall apply to all Services provided to you by the Company.
2.2 Should any of the terms of our Letter of Engagement expressly amend these Terms and Conditions, the former shall prevail. Otherwise, in the event of any conflict, these Terms and Conditions shall take precedence.
2.3 Either party may request changes to the Services. We will work with you to consider and, if appropriate, to vary any aspect of the Services. If agreed, the amendment will be set out as a variation to the Letter of Engagement, and will become binding upon signature by you and us.
2.4 Any variation to these Terms and Conditions must be set out in writing and signed by you and us.
2.5 If any provision of this Contract is held to be invalid, in whole or in part, it will be deemed not to form part of the Contract. In any event, the enforceability of the remainder of the Contract will not be affected.
2.6 Nothing in the Contract will prevent us from taking all such action as may be required by law or statute or to comply with the regulations of any professional body or regulatory authority.
2.7 The Company is not authorised or regulated by the Financial Services Authority or any other authority under any circumstances including for designated investment business. Therefore the regulatory protections provided to clients of authorised persons will not be available to you.
3 Fees and Expenses
3.1 Our fees will be charged on the basis set out in our Letter of Engagement and are payable within 14 days of the invoice date. Where applicable, VAT is charged at the prevailing rate.
3.2 Fees may increase on each anniversary of the Contract in line with Consumer Price Index (CPIH), or any successor index.
3.3 If payment of the fees or any part thereof is overdue, then unless you have notified us in writing that such payment is in dispute within 14 days of the receipt of the corresponding invoice we shall notify you in writing of such delay and in the event that such fees are not paid in full within 14 days of the date of such notice, we may at our option:
a) suspend provision of all Services for which payment has not been made, and
b) suspend further delivery of any Service until the corresponding overdue fees are paid in full; and/or
c) treat such as a material breach and terminate this Contract in accordance with Clause 14.
3.4 Where payment of invoices is late, interest will be charged on a daily basis at 5% over the Royal Bank of Scotland’s base rate from time to time from the date of the bill in cases where payment is not made within 28 days of the date of the invoice. The Company may in the alternative claim interest at its discretion under the Late Payment of Commercial Debts (Interest) Act 1998.
3.5 You will be liable for the time costs of pursuing payment and the costs of any legal proceedings to recover our costs and disbursements both before and after any judgment is obtained against you.
4 Information Provided by You
4.1 Our performance of the Services is dependent upon you providing us with such information and assistance as we may reasonably require from time to time. You will provide us with all necessary documentation and information required and/or requested by us in order to enable us to complete the Services.
4.2 You confirm that the information so provided to us is true, complete and accurate for the purposes of the Contract and you acknowledge that we may rely upon it. You agree that we shall not be under any duty to verify the accuracy and completeness of any such information. You confirm and represent to us that you have the right to supply to us all necessary information for the purposes of fulfilling our responsibilities pursuant to the Letter of Engagement and that the supply of such information and its receipt and use by us for the purposes contemplated by the Letter of Engagement will not infringe any rights held by any third party, involve the unauthorised use or disclosure of confidential information belonging to a third party or result in a breach by you of any law, regulatory obligation or fiduciary duty owed to any third party or any Intellectual Property Rights.
4.3 You agree only to provide us with copies of and not original contracts and other documents of title held to your order. You further agree to ensure you retain copies of all documents provided to us. All correspondence and other papers held by us in relation to the Contract shall be our sole property, which we may dispose of in line with our own document retention policies.
5 Role and Responsibilities
5.1 Our role is to act as advisor to the Client on internal matters. We do not act as a statutory director.
5.2 In performing our role we would expect to advise you on general financial and strategic matters, help co-ordinate the specialist advice from your other professional advisors, attend meetings and, where appropriate, prepare reports, in each case as set out in the Letter of Engagement and agreed by you and us from time to time.
5.3 We shall not be responsible for providing compliance work (for example the preparation of statutory accounts or statutory audit work), or taxation advice or reporting (for example, on VAT, Corporation Tax, Capital Gains Tax, PAYE, NIC, or Stamp Duty) which would usually be obtained from other professional advisors.
5.4 You agree that it is your responsibility to ensure that the advice received from your other professional advisors in relation to these matters is considered by you and is adequate for the purposes of any situation. You hereby acknowledge and agree that we will be entitled to rely on all such advice and on work performed by you and your other professional advisors without taking independent steps to verify its completeness or accuracy.
5.5 You respect that the services provided by us are not on the basis that we are members of any statutory body or are operating under the auspices of any regulatory or professional authority but on the basis of our practical commercial background and experience. In the event of any claim, allegation or proceedings claiming that we are or were engaged by you pursuant to the Letter of Engagement contrary to the basis set out in this clause 5.5, you confirm that you will indemnify us in respect of all costs, claims, legal fees and including any liability we might otherwise have in respect of claims made against your directors or employees.
6 Authority and Compliance
6.1 We are hereby authorised by you to do anything which we consider is reasonable or necessary either to perform the Services pursuant to the Letter of Engagement or to comply with any applicable laws, regulations, authorisations, consents or practices as may be reasonable or appropriate.
6.2 You undertake that you will procure that, including where applicable, those acting "in concert" with you will comply with all relevant laws and regulations in all relevant jurisdictions including, without limitation, all relevant legislation including EU Law and its implementation. Notwithstanding the foregoing, you shall not be liable for our compliance or noncompliance with such laws except to the extent that it arises directly from our reliance on information provided by you or your professional advisors as set out in clause 4.
7 Intellectual Property Rights
7.1 The Intellectual Property Rights in all materials provided to you, or otherwise generated during the course of carrying out the Contract, shall remain the property of the Company to the fullest extent permitted by law.
7.2 Subject to your payment of the fees, and the provisions of clauses 7.1and 7.3, we hereby grant you a non-exclusive, perpetual, royalty-free licence to use, reproduce and share, for your internal business purposes only (and not for resale or sublicensing), any report, document or publication produced by us (in whatever form) in the course of the Services.
7.3 You acknowledge that any spreadsheets and workbooks created by us for you as part of the Services may contain password protected formula cells to preserve the integrity and prevent corruption of any linked cells, and at no time will we be obliged to unlock such cells, or reveal the passwords to you.
8 Confidentiality and Publicity
8.1 We will keep confidential all information (whether provided orally, in written or in any other form) which you provide to us for the purposes of the Contract. The Company undertakes that it and its directors, employees, consultants and substitutes shall keep in the strictest confidence all details of trade secrets and confidential information which may come into its possession during the completion of the Contract.
8.2 We will, however, be free to use any skill, know-how or methodologies employed in performing the Services when performing other services for other clients. In particular, we shall, subject to complying with its obligations under this clause, be free to act for clients whose interests compete with or oppose yours without having to obtain your consent.
8.3 You will keep confidential any know-how, methodologies or technology used by us to carry out the Services.
8.4 Subject to the provisions of clause 8.1, you agree that we have the right to publicise or advertise at our expense, the services provided by us pursuant to this Contract. All other public announcements or disclosures by you in connection with the Services may be made only if agreed upon by both the Company and you save as required by any law or the requirement of any relevant regulatory authority. However, we assume the right to refer to you in proposals or other similar submissions made to prospective clients, unless you write to us expressly prohibiting such disclosure.
8.5 All reports, advice and/or other services provided by us to you are provided solely for your use and for the specific purposes set out in the Letter of Engagement. Save as expressly agreed to the contrary with us, they should not be disclosed or provided to any third party without our prior written consent. In the absence of such consent and an express assumption of responsibility, no responsibility whatsoever is accepted by us for any consequences arising from any reliance upon our work by any person other than a person to whom our Letter of Engagement is addressed.
8.6 You agree that it will be sufficient compliance with our duty of confidentiality for us to take such steps as we in good faith think fit to preserve confidential information both during, and after termination of, this agreement.
8.7 The provisions in this clause 8 restricting disclosure of confidential information shall not apply to any information which:
a) is or becomes public knowledge other than as a consequence of breach of the Contract;
b) is already in the possession of the other party without restriction before the date of receipt from the disclosing party; or
c) is required to be disclosed by any applicable law, regulatory authority or order of a court of competent jurisdiction or enforceable request of any recognised competent authority provided that such disclosure is limited to the minimum necessary to comply with such disclosure obligations.
9 Data Protection
9.1 Both you and we agree to comply with all applicable Data Protection Legislation, and agree to enter into any further agreements required in order to do so, such as but not limited to standard contractual clauses.
9.2 To the extent that the Company’s performance of its obligations to provide the Services involves the processing of personal information, the Company shall comply with the provisions of the Data Processing Agreement which can be viewed here.
10 Non-solicitation
10.1 In the event that either the Company or the Client (the “Hiring Party”) shall offer employment to any member, officer or employee working on the Contract or induce or solicit any such person to take up employment with the party, or shall use the services of any member of the other party's staff as a consultant, either independently or via a third party, during the engagement of that individual in the performance of the Contract or a period of 12 months thereafter, the Hiring Party will be liable to pay the other party liquidated damages equal to four months' fees for the person concerned.
11 Delay
11.1 We shall not be responsible for any delay to the performance of the Services, where such delay is caused by matters beyond our control (including but not limited to your failure to provide, in a timely manner, the information referred to in clause 4 above).
12 Liability
12.1 We will use reasonable skill and care in the provision of our services.
12.2 Nothing in this Contract shall exclude or limit our liability for (i) fraud or other criminal act, (ii) personal injury or death caused by the negligence of our employees or sub-contractors in connection with the performance of their duties hereunder or by defects in any product supplied pursuant to this Contract, or (iii) any other liability that cannot be excluded by law.
12.3 Subject to clause 12.2, in no event will we be liable under this Contract for any damages resulting from: (i) loss of, damage to or corruption of data, (ii) loss of use, (iii) lost profits, (iv) loss of anticipated savings (v) loss of revenue, (vi) loss of opportunity, (vii) loss of goodwill, (viii) loss of reputation, and/or (ix) any indirect or consequential loss. Such liability is excluded whether such damages were reasonably foreseeable or actually foreseen. For the avoidance of doubt, in the event of loss of, damage to or corruption of data arising from any act or omission of ours under this Contract, we shall be liable for the cost of restoring such data from backups where available, but not for the value of any lost or corrupted data that could not be so recovered.
12.4 Except as provided in clause 12.2 and in clause 12.3, our maximum aggregate liability to you for any cause whatsoever shall be for direct costs and damages only and will be limited to that proportion only of your actual loss which was directly and solely caused by us. Our liability will in no circumstances exceed an amount equivalent to 125% of the previous 12 months’ invoices for the Services (excluding VAT).
12.5 We hereby exclude all liability that we have not expressly accepted this Contract. These limitations will apply regardless of the form of action, whether under statute, in contract, tort, including negligence, or any other form of action. For the purposes of this clause 12 “we” includes our employees, sub-contractors, licensors and suppliers who shall therefore have the benefit of the limits and exclusions of liability set out in this clause 12 in terms of the Contracts (Rights of Third Parties) Act 1999.
12.6 No action, regardless of form, arising out of transactions occurring under or contemplated under this Contract may be brought by either you or us more than two (2) years after the cause of action has accrued, unless such action or the results of such action could not reasonably have been discovered sooner.
12.7 Under no circumstances will we be liable to pay damages to you for losses arising out of or in any way connected with (1) the provision of information to us by you or (2) your failure to provide information or assistance to us either punctually or at all or (3) any fraudulent or dishonest act on your part or that of anyone acting on your behalf.
12.8 You agree that you shall not bring any legal proceedings arising from or in connection with the Contract (or any variation or addition thereof) against any of our directors or employees or agents personally.
13 Complaints Procedure
13.1 The Company aims to offer the Client an efficient and effective service at all times. We hope that you will be pleased with the work we do for you.
13.2 If you have a complaint about any aspect of our Services which cannot be resolved to your satisfaction, your complaint should be brought to the attention of a Director of the Company by written notice and sent to our registered office.
13.3 Our complaints procedure is as follows:
a) Within three business days of receipt of your letter of complaint, we will send you a letter acknowledging your complaint and asking you to confirm or explain any details.
b) If appropriate we will then invite you to meet a Director of the Company to discuss and hopefully resolve your complaint. We would hope to be in a position to meet with you in this way no longer than 14 days after first receiving your complaint.
c) Within three business days of any meeting we will write to you to confirm what took place and any suggestions that we have agreed with you. In appropriate cases we could offer an apology, a reduction of any bill or a repayment in relation to any payment received.
d) At this stage, if you are still not satisfied, please let us know. We will then arrange to review our decision. We would generally aim to do this within 10 days.
13.4 You agree that you will not take action or commence any proceedings against us without first addressing your complaint to us in accordance with this complaints procedure.
14 Termination
14.1 In the event that either party is in material or persistent breach of any of the Contract the other party may terminate the agreement if, upon the expiry of 30 days after serving a written notice on the party in default specifying any such breach, steps have not been taken to remedy the breach to the satisfaction of the party not in default.
14.2 In the event that one party compounds with or negotiates for any composition with its creditors or allows any judgement against it to remain unsatisfied for seven days or calls any meeting of its creditors or has a receiver of all or any of its assets appointed or enters into any liquidation, the other party may terminate the agreement immediately by written notice.
14.3 Either party may give 30 days’ notice of termination to the other party in writing. We shall be entitled to charge, and be paid, for Services rendered pursuant to the Letter of Engagement up to the date of termination, including expenses and disbursements reasonably incurred up to that time.
14.4 On termination of this Contract, clauses 1, 3, 4.2, 5.5, 7, 8, 9, 10, 12, 13, 14.4, 17, 18 shall continue in full force and effect.
15 Electronic Communications
15.1 During the performance of the Contract, we may (unless you expressly ask us not to do so) communicate with you (and with others for the purposes of the Contract), electronically. You accept that the electronic transmission of information cannot be guaranteed to be secure or free from error and it remains your responsibility to carry out virus checks of any attachments before launching any document (howsoever received).
16 Assignment and Sub-contracting
16.1 You shall be entitled to assign the whole or any part of the benefit or in any way transfer the obligations contained in the Contract, provided that you obtain our prior written consent.
16.2 The Company shall deliver the Services through its employees or shall be entitled to use specialist subcontractors without your prior consent, providing that in all cases, the Company shall be liable for the acts and omissions of such specialist subcontractors as though it had made them itself.
17 Money Laundering
17.1 In accordance with the Proceeds of Crime Act 2002 and Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the Serious Organised Crime Agency (SOCA).
17.2 You also acknowledge that we are required to report directly to SOCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.
17.3 As a specific requirement of the Money Laundering Regulations we may require you to produce evidence of identity of the company and its owners and managers. This will include for the business, proof of registration and address and for the individuals (owners and managers), proof of identity and address. Copies of such records will be maintained by us for a period of at least five years after we cease to act for the business.
18 Miscellaneous Provisions
18.1 Notices: Any notice to be given by any party in relation to the Contract shall be in writing and sent by first class post and shall be deemed duly served 48 hours after posting.
18.2 Whole Agreement: The Contract, together with any agreed written variations thereto, set out the entire agreement between the Client and the Company and supersede all prior representations, agreements, negotiations or understandings, whether oral or in writing, other than any misrepresentation which is made fraudulently.
18.3 Jurisdiction and governing law: The Contract shall be governed by and interpreted in accordance with English law. Subject to the provisions of clause 13, the Company and the Client irrevocably agree that the Courts of England shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the Contract.
18.4 Third Parties: No person other than the parties to the Contract, their respective successors and assignees, shall have the right to enforce any of the terms of the Contract, pursuant to the Contracts (Rights of Third Parties) Act 1999 (or otherwise), except as provided for in clause 12.