Terms & Conditions
1.1. Services are provided by Fiona Crawley Limited (“the Company” / “we”) to each Client (“the Client” / “you”) only on these terms and conditions together with the terms of the engagement letter issued by the Company, to the exclusion of any terms or conditions of the Client, unless otherwise expressly agreed in writing.
2.1. The Company provides business, corporate and contract advisory services only. Where you require legal advice from a solicitor, we will work with you as you may require, in identifying a suitable advisor and in instructing and managing such third party advisors. Any such third party advisors will be engaged by the Client and the Company shall not be liable in any manner for such third party advisors or in connection with any fees and expenses incurred with such third party advisors.
2.2. Neither the Company nor any employee of the Company is registered with any regulatory or professional organisation. We are not registered or supervised in any manner by the Law Society or by the Solicitors Regulatory Authority in the UK. We do not hold monies on behalf of any Client.
3.1. Services will be provided in a professional manner, with due skill and care.
3.2. Services will be provided with integrity and honesty and we will keep you fully informed of the conduct of the Services throughout the engagement.
3.3. Should you have any concern about the manner in which the Services are delivered or any aspect of the engagement, you should contact us as soon as possible. Any concern about fees or expenses should be raised promptly on receipt of the engagement letter and in any event before the date on which you will be invoiced.
4. Conflicts of Interest.
4.1. The Company will seek to ensure that it is not retained on any engagement which could result in the Company providing services to Clients, in a conflict of interest situation. If the Company identifies any potential conflict of interest between Clients on any engagement or otherwise in connection with any continuing Client, it will raise the issue with you, promptly.
5.1. The Company will ensure that all information provided to the Company by or on behalf of any Client and any information and materials created in the provision of the Services, is retained in confidence, is not disclosed to any third party and is used only for the purpose of the provision of Services by the Company. This obligation of confidentiality will continue after termination of the engagement without limit in time.
5.2. At your request, at any time after termination of the engagement, we will either return to you or confirm that we have destroyed all such Client confidential information within the possession of the Company, provided that we reserve the right to retain such single copy of such confidential information as may reasonably be required to maintain our records of the engagement, should any issue arise in the future.
6. Data Privacy.
6.1. The Company will hold and retain only contact details for employees of and consultants and advisors to the Client. These contact details will be used only in connection with engagement and not for any other purpose. The Company does not collect or hold (or otherwise process in any manner) any sensitive personal data relating to any data subject. The Company will not disclose any personal data to any third party, without the prior consent of the Client, save only if and to the extent required by law.
7.1. Fees will be charged, as agreed in the engagement letter, in connection with each project or engagement. Any fixed fee agreed will be on the basis of the scope of the work as set out in the engagement letter. If work is required outside such scope, you will be informed promptly and all such work will be charged in addition to the fixed fee.
7.2. Fees will be invoiced at such times as are specified in the engagement letter and payment is due in full within five days of invoice date.
7.3. If any fees remain unpaid after the due date for payment;
7.3.1. interest will be charged on the unpaid sum at the rate of 10% p.a., such interest to accrue from the due date for payment until payment in full; and
7.3.2. the Company shall be entitled to cease all work on any project or engagement for the Client or any company affiliated to the Client.
7.4. All sums are stated exclusive of VAT which will be charged in addition, as applicable, on each invoice.
8.1. Minor expenses (e.g. travel costs within the Cambridge area, UK telephone calls, copying and other office expenses) will not be charged to the Client. Where it is anticipated that an engagement will involve other expenses (travel costs, conference or international calls, couriers, large amounts of copying or printing) the engagement letter will set out the terms on which such costs will be incurred and paid.
9.1. The Client may terminate an engagement at any time by notice in writing (which shall include email) to the Company, provided that on termination of any engagement, the Client will be invoiced for all Services provided up to the date of termination (and, as applicable under the engagement letter, for all expenses incurred up to such date) and for any further services requested by the Client in connection with any orderly transfer or termination of the engagement.
9.2. The Company may terminate any and or all engagements with the Client at any time by notice in writing if;
9.2.1. any Fees remain unpaid 30 days after the invoice date;
9.2.2. the Company considers that the Client is or will become, during the term of the engagement, unable to pay the Fees and expenses due in connection with the engagement;
9.2.3. the Company considers in its sole discretion that
(a) by reason of any act or omission of the Client, the continued provision of the Services may damage the reputation of the Company or its employee;
(b) the Client is engaging in activities in connection with the engagement which are discriminatory, unethical, immoral or in conflict with the UK Bribery Act or other applicable legislation.
10.1. The Company will not be liable to the Client in any manner (whether in contract, negligence, tort or otherwise) save only for wilful default or gross negligence by the Company or its employee in the provision of the Services.
10.2. Any liability of the Company shall be limited;
10.2.1. to the direct damage caused to the Client by any such default or negligence, taking full account of the liability of any other adviser to the Client for such damage and taking full account of any contributory negligence or default of the Client or its employees and subject always to the Client’s obligation to mitigate its loss and damage to the maximum extent possible;
10.2.2. such that the Company shall not in any circumstance be liable for any consequential or indirect loss or damage or for any loss of opportunity or profit, whether or not the Company was aware of the possibility of such loss or damage in connection with the engagement;
10.2.3. to the sums paid by the Client for such engagement, only.
10.3. The Client expressly acknowledges that it is contracting for the Services with the Company and that it shall not bring or make any claim against any employee or officer of the Company in any manner in connection with any engagement or any Services provided to the Client.