General Business Terms And Conditions Making the intangible, tangible

1. GENERAL
1.1 These General Terms and Conditions of Business shall apply to all engagements for professional services and advice (‘the Services’) provided to you by Tacit Fusion Limited.  The scope of the work and our liability to you in respect of this engagement will be set out in the Engagement Pack or Engagement Letter which incorporates these terms.
1.2 Should any of the terms of our specific Engagements as set out in the Specific Service Agreements or Engagement Letter conflict with these general terms, the terms in the Specific Service Agreements or Engagement Letter shall prevail over the General Terms and Conditions of Business.
2. FEES
2.1 Our fees are calculated on the basis of the time spent and materials used by us on your affairs, and on the levels of skill and responsibility involved.  The Engagement Pack or Engagement Letter which accompanies these terms will indicate whether or not our fees will be calculated on a Fixed Fee Basis on a Time Expended Basis. 
2.2 Tacit Fusion Limited sometimes has to pay out various other expenses on behalf of Clients such as registration, court or filing fees.  We have no obligation to make such payments unless you have provided us with the funds for that purpose. 
2.3 Fees are payable within 14 days of the presentation of the invoice. We reserve the right to charge interest for late payment at a rate of 8% above the base rate of the Bank of England (as varied from time to time), calculated from 14 days after the date of presentation of the invoice. 
2.4 If it becomes necessary for us to withdraw from the Engagement for any reason our fees for work performed up to that date will be payable by you.
2.5 It is our policy that new or additional work should not be commenced until any overdue fees have been settled.
2.6 In certain circumstances we are obliged to charge value added tax (VAT) and/or withholding tax. In such cases, VAT and/or withholding tax will be added to the fees charged and (where necessary) to any disbursements, at the rate from time to time in force. Any figure given as an estimate, quote, hourly rate or other cost information is exclusive of VAT.
3. INFORMATION PROVIDED BY YOU
3.1 You will provide us with all necessary documentation and information required in order to enable us to complete the Services, as specified in our Specific Service Agreements or Engagement Letter.
3.2 You confirm that the documentation and information so provided to us and all statements and expressions of opinions is complete and accurate for the purposes of the Engagement and you acknowledge that we may rely upon it.
3.3 For the purposes of carrying out our work, one Tacit Fusion Limited Associate shall not be treated as having notice of any information provided by another Tacit Fusion Limited Associate unless both Associates are advised by you.
3.4 You will keep us fully informed of any developments and information which may come to your attention and which may have a bearing on the provision of the Services.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 The Intellectual Property Rights in all materials provided to you, or otherwise generated during the course of carrying out the Engagement, shall remain the property of Tacit Fusion Limited. No report, document or publication produced by us (in whatever form) may be reproduced, in whole or in part, without our prior written consent.
5. CONFIDENTIALITY AND PUBLICITY
5.1 We will keep confidential all information (whether provided orally, in writing or in any other form) which you provide to us for the purposes of the Engagement. We will, however, be free to use any skill, know-how or methodologies employed in performing the Services when performing services for other clients. In particular, Tacit Fusion Limited shall, subject to complying with its obligations under this section, be free to act for clients whose interests compete with or oppose yours without having to obtain your consent to it so doing.
5.2 You will keep confidential any know-how, methodologies or technology used by us to carry out the Services.
5.3 We will obtain your permission in advance before publicising work undertaken on your behalf. However, we assume the right to refer to you in proposals or other similar submissions made to prospective clients without obtaining permission, unless you write to us expressly prohibiting such disclosure.
5.4 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 Specific Service Agreements or Engagement Letter. Save as expressly agreed to the contrary with us, they should not be disclosed or provided in whole or in part 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 Engagement Pack or Engagement Letter is addressed.
5.5 You agree that we will have complied with our duty of confidentiality if we take such reasonable steps as we in good faith think fit to preserve confidential information both during and after termination of this agreement.
5.6 The provisions in this section 5 restricting disclosure of confidential information shall not apply to any information which:
·        is or becomes public knowledge other than as a consequence of breach of the Engagement Terms;
·        is disclosed to any sub-contractor or third party in connection with the Engagement;
·        is disclosed to our auditors, insurers or in connection with potential litigation;
·        is already in the possession of the other party without restriction before the date of receipt from the disclosing party;
·        or 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 stock exchange or other competent authority (including HM Revenue and Customs).
5.7 You agree to reimburse any costs we may incur in complying with any legal, professional or regulatory disclosure requirement relating to the Engagement, provided that you are notified promptly, and where reasonably or legally possible, prior to disclosure.
6. DATA PROTECTION
6.1 Unless the context otherwise requires, words and phrases in this paragraph shall have the meaning given to them by the Data Protection Act 1998 irrespective of the place of residence of any relevant individuals.
6.2 During the Engagement we may process on your behalf any Personal Data (as defined in the Data Protection Act 1998) you have provided to us. Any such processing shall be in accordance with, and subject to, your instructions except as described below. We will ensure that all appropriate technical and organisational measures are taken to protect any Personal Data supplied by you to us against unauthorised or unlawful processing, accidental loss, destruction or damage, including when we sub-contract any processing (for example, in the case of external storage of data). Your instructions are taken to include the use by us, where appropriate, of independent contractors for data and file storage, back-up, destruction and the like, in accordance with the foregoing.
6.3 We and our Partners (Parent Company or Sub-contractors) may from time to time use the contact details you and your representatives have provided to us to send invitations, marketing materials, updates or other publications that we feel may be of interest and to organise associated events as well as business meetings. Should any individuals not wish to receive marketing communications from us or our Partners, please notify your contact at Tacit Fusion Limited.
6.4 In connection with the purposes described in 6.2 above, and any other legitimate processing of Personal Data concerning our clients and contacts for our own business purposes (for example, but not limited to, billing, client management, conflict checks and know-how), information may be shared with our offices, and those of our affiliated companies, both inside and outside the EEA. Data protection laws may be weaker outside the EEA than inside it.
6.5 You agree that where necessary you will have obtained any appropriate consents from individuals, in connection with the above-described categories of processing, before providing us with Personal Data.  It is also a term of the Engagement that any Personal Data supplied by us to you about our employees and/or any third parties may only be used for the express purposes for which that information is provided to you.
7. INVESTMENT ADVICE
7.1 We may in the course of other professional services set out in the Specific Service Agreements or Engagement Letter, assist you with regard to exempt regulated activities which are incidental to the other professional services.
7.2 Tacit Fusion Limited is not authorised by the Financial Conduct Authority (‘FCA’), but if during the provision of professional services to you, you need additional corporate finance advice, the provision of which requires FCA authorisation, we will refer you to a partner organisation authorised by the FCA.
8. NON-SOLICITATION
8.1 Neither Tacit Fusion Limited nor the Client shall offer employment to any member, officer or employee working on the Engagement or induce or solicit any such person to take up employment with the party; nor shall either party 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 or for a period of 6 months following the end of the involvement by the individual concerned with any work pursuant to the Engagement without the written consent of the other.
8.2 Where employment is offered in breach of this term within 6 months following the end of the involvement by the individual, the party in breach will be liable to pay the other party damages equal to four months base compensation of the person concerned in his/her new position. This provision shall not restrict the right of either Tacit Fusion Limited or the Client to solicit or recruit generally in the media.
9. DELAY
9.1 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 the failure to provide, in a timely manner, the information referred to in section 3 above).
10. FORCE MAJEURE
10.1 Neither Tacit Fusion Limited nor the Client shall be liable for any delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable control.
11. GOVERNING LAW
11.1 The Engagement Terms and the Services provided pursuant to them shall be governed by and interpreted in accordance with English law.
11.2 Tacit Fusion Limited and the Client irrevocably agree that the Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference which may arise in connection with the Engagement Terms and/or the Services to which they relate.
12. COMPLAINTS PROCEDURE
12.1 We want to ensure that your affairs are handled in the most efficient way by the team responsible. If you are dissatisfied with any part of our service please tell us. 
12.2 If you have a complaint about any aspect of our service which cannot be resolved to your satisfaction through the person responsible for your affairs, the circumstances of your complaint should be brought to the attention of the CEO.
12.3 We undertake to look into any complaint you have carefully and promptly and do all we can to explain the position to you.
12.4 You agree that you will not take action or commence any proceedings against Tacit Fusion Limited without first addressing your complaint to us in accordance with our complaints procedure, details of which are given in section 12.2.
13. TERMINATION
13.1 The Engagement may be ended by either party as specified in this section.
13.2 In the event that either party is in material or persistent breach of any of the Engagement Terms the other party may terminate the agreement if, upon the expiry of the 14 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 reasonable satisfaction of the party not in default.  In the event that the 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.
13.3 Subject to section 13.5 below, either party may give 21 days notice of termination to the other party in writing. 
13.4 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. OUR MEMBERS AND EMPLOYEES
14.1 Having regard to our interest in limiting the personal liability and exposure to litigation of our members and employees, you agree not to bring any claim of any kind against any of our members or employees personally in relation to the performance of the Services unless the claim arises from the fraud, dishonesty or illegal acts of that member or employee (but this will not exclude or limit the liability of Tacit Fusion Limited for the acts or omissions of its members or employees performed within the scope of their authority or contract of employment as the case may be). It is agreed that, where applicable, our members and employees shall have the right to enforce this section pursuant to the Contracts (Rights of Third Parties) Act 1999 (or otherwise).
15. ELECTRONIC COMMUNICATIONS
15.1 During the performance of the Engagement, we may (unless you expressly ask us not to do so) communicate with you (and with others for the purposes of the Engagement), 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. NOTICES
16.1 Any notice to be given by any party in relation to the Engagement shall be in writing and sent by fax or by post (not by e-mail, phone or text) and shall be deemed duly served when despatched (in the case of a fax) or 48 hours after posting (in the case of a letter).
17. ASSIGNMEMT AND SUB-CONTRACTING
17.1 You shall not assign the whole or any part of the benefit or in any way transfer the obligations contained in the Engagement Terms, without obtaining our prior written consent.
17.2 We shall not be entitled to sub-contract any of the Services to anyone except a Tacit Fusion Entity without your prior consent.
18. WHOLE AGREEMENT
18.1 The Engagement Terms, together with any agreed written variations thereto, set out the entire agreement between the Client and Tacit Fusion Limited and supersede all prior representations, agreements, negotiations or understandings, whether oral or in writing, other than any misrepresentation which is made fraudulently. If Tacit Fusion Limited has already started work (e.g. by gathering information, project planning, or giving initial advice) then the Client agrees that the Engagement Terms are effective as of the start of such work.
19. THIRD PARTIES
19.1 No person other than the parties to the Engagement Terms, their respective successors and assignees, shall have the right to enforce any of the Engagement Terms, 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 to a particular term or terms or in accordance with section 14 (Our members and employees), above.
20. CONFLICTS OF INTEREST
20.1 We reserve the right to act during this Engagement for other clients whose interests are or may be adverse to yours, subject to section 5.1 and 5.5 above and subject to any rules, regulations or laws relating to conflicts of interest which apply in relation to the Services.
20.2 We will only consider you a current client for conflict purposes where we are retained on at least one current matter for you. For these purposes, a matter in respect of which a final bill has been submitted, or a matter which has been inactive for more than six months is not a current matter even if it is possible or even likely that at some date further work may arise which is related to the original work undertaken for you.
21. SEVERABILITY
21.1 Should any provision or part of the Engagement Terms (including these general terms) be declared void, illegal or otherwise unenforceable by a court of competent jurisdiction, the provision shall be modified to the extent necessary to render it enforceable and the remainder shall survive unaffected.
22. SURVIVAL
22.1 Any provisions of this Engagement which either expressly or by their nature extend beyond the expiration or termination of this Engagement shall survive such expiration or termination, including, without limitation, paragraphs 1 (General), 2 (Fees), 4 (Intellectual Property Rights), 5 (Confidentiality and publicity), 6 (Data Protection), 8 (Non-solicitation), 11 (Governing law), 14 (Our members and employees), 18 (Whole agreement) and 19 (Third parties).
23. SERVICES REGULATIONS 2009
23.1 In accordance with the disclosure requirements of the Services Regulations 2009, our professional indemnity insurer is Royal and Sun Alliance Plc brokered through Caunce O'Hara & Co Ltd, 82 King Street, Manchester, M2 4WQ.
24. DEFINITIONS
24.1 ‘Client’, ‘your’ or ‘you’ means the person, firm or company to whom our Engagement Letter is addressed and to whom the Services are provided.
24.2 ‘Engagement’ means the agreement between the Client and Tacit Fusion Limited for the provision of the Services upon the Engagement Terms (or any written variation thereto agreed between the Client and Tacit Fusion Limited).
24.3 ‘Engagement Letter’ means the letter which covers the detail of the service we are to provide and these General Terms and Conditions of Business.
24.4 ‘Engagement Pack’ means the Specific Service Agreement which covers the detail of the service we are to provide and these General Terms and Conditions of Business as well as any covering letter accompanying them.
24.5 ‘Engagement Terms’ means the terms contained (or referred to) in our Engagement Pack or Engagement Letter (of which these General Terms and Conditions of Business form part).
24.6 ‘Fixed Fee Basis’ means the charge will cover meetings with you and perhaps others, preparing and working on the papers and documentation, making and receiving telephone calls, e-mails, faxes, text messages and electronic communications as well as letters. 
24.7 ‘Intellectual Property Rights" means patents, trademarks, design rights (whether registerable or otherwise), applications for any of these, copyrights, database rights, trade or business names and other similar rights or obligations whether registerable or not in any country.
24.8 Whenever we use the title ‘Associate’, whether in these General Terms and Conditions of Business or otherwise during the course of our dealings with you, that title refers to a member of Tacit Fusion Limited (or someone holding a similar level of authority within our organisation). For the avoidance of doubt, by using the title ‘Associate’, the individual member (as opposed to Tacit Fusion Limited) shall not be taken to owe or to have assumed a duty of care or legal responsibility to you (or to any other person) in relation to the work carried out.  The expressions ‘our’, ‘we’ or ‘us’ in these general terms means Tacit Fusion Limited, its members, directors, staff and agents, and in all cases any successor or assignee.  ‘Tacit Fusion Entity’ shall mean any subsidiary or affiliated company of Tacit Fusion Limited, their predecessors, successors and assignees, all partners, principals, members, owners, directors, employees and agents of all such entities.
24.9 ‘Services’ shall mean the reports, advice and/or other services to be provided by Tacit Fusion Limited pursuant to the Engagement (or any part of them) as described or referred to in our Engagement Pack or Engagement Letter.
24.10 ‘Specific Service Agreements’ means the detailed agreements that set out the specific service we are to offer as well as the respective rights and responsibilities of both the Client and Tacit Fusion Limited. These agreements should be read in conjunction with these General Terms and Conditions of Business as well as any covering letter accompanying them.
24.11 ‘Time Expended Basis’ means the time actually spent by Tacit Fusion Limited in respect of the work done on the Clients behalf.  From time to time, we may arrange for some of this work to be carried out by persons not directly employed by us; such work will be charged as if we had done the work ourselves.  Routine work is charged at 1/10th of the standard hourly rate.