Terms of Business
 

These Terms govern the relationship between you (herein after “the Client” or “you”) and Gresley Shreeve Limited (herein after The “Company”, “we”, or “our”) together collectively called “The Parties”


 

1. Introduction and Overview

1.1 The Company is Gresley Shreeve Limited is a Limited Liability Company registered in England and Wales, company number 10710825 with their registered office at 88b Walcot Street, Bath, BA1 5BD.

1.2 The Client is intended to encompass any corporate body, sole trader, partnership, or association including but not limited to their agents, directors, members, partners, and employees.

1.3 The Parties enter into this agreement in good faith with no duress or unethical intentions or behaviour.

2. Repeal

2.1 This agreement serves to repeal and replace any prior terms that exist or existed between the parties. For the avoidance of doubt this agreement replaces any verbal, written express, or implied agreements or arrangements between the Parties.

3. Acceptance

3.1 After receipt of these Terms of Business you will be deemed to have accepted them in the event that you continue to do any of the following:
(a) Engage with the Company or any of its representatives, employees, or agents. 
(b) Use the Company website or any of its facilities
(c) Perform any of your obligations contained within these Terms
(d) Undertake activities connected with the general performance under this contract
(e) Use any of the Company services
(f) Act in a way which leads the Company to believe you have accepted these terms
(g) Not expressly questioned, revoked, or objected to any term in this agreement
(h) You continue working with the Company

3.2 Acceptance is deemed in the absence of any express objection or revocation by the Client.

4. Services

4.1 The Company provides professional services aligned with the Market Assessment, Internal Business Revenue, Business Growth Support, Project Management and Due Diligence arenas.

4.2 All work to be undertaken by the Company will be done so in accordance with the Engagement Email or Letter which will accompany delivery of these terms.

4.3 You have engaged the Company to undertake services on your behalf. In doing so, you hereby accept these terms of services and all limitations contained within these Terms.

4.4 In the event that these terms do not accompany an engagement Email or Letter they will still be deemed accepted and enforceable. These terms at all times are accessible through our website and all Clients are reminded to check online for the latest version of our terms and privacy policy.

4.5 Work shall be deemed completed upon acceptance from the client or after a period of 30 days no response from the client after work has been submitted to them for review.

5. Fees

5.1 All fees are quoted exclusive of VAT. The Company reserves the right to include VAT if it resisters for VAT with the relevant authority. Clients will be notified One Month in advance if the Company intends to register for VAT purposes.

5.2 All Fees are listed within the Engagement Email or Letter are payable within 30 days. The Client may not delay or withhold payment in the event of a dispute.

5.3 Any late payment of fees will incur a discretionary late payment penalty of £100.00 after the first 30 days of invoice due, and then a further rate of 8% due until payment of the invoice is made.

5.4 The Company reserves the right to waive these late payment fees at their discretion.

5.5 Clients are reminded to pay close attention to the payment requirements and instructions attached to their invoice. The Client hereby agrees and understands that certain payment methods may attract and require additional payment fees imposed by third parties for the purpose of collecting funds. Any third party fees will be identified on the invoice and must be paid by the Client. 

5.6 In the event that an invoice remains outstanding, the Company reserves the right to suspend and/or terminate any future work or projects with the Client.

6. Services Notice

6.1 WE ARE NOT A REGULATED FINANCIAL SERVICES COMPANY. The Company does not hold Financial Conduct Authority (“FCA”) registration or regulatory status and is not authorised to give financial services advice in line with financial laws and regulations. Any work undertaken by the Company is strictly outside the scope and regulation of the FCA.

6.2 The Client is advised to refer to the FCA Handbook for more guidance on regulated and reserved activities. A copy of which can be found on their website.

6.3 The Company will refuse to undertake any work which is deemed regulated by the FCA or in the alternative, the Company reserves the right to utilise the skills and services of a regulated person or party in order to fulfil any client obligation or request.

6.4 The Company shall have the right to request any and all information from the Client in order to undertake their own due diligence for audit, compliance, and legal purposes. This includes but is not limited to:
(a) Documentation to reasonably identify members or directors of the Company personally;
(b) Documentation to meet with money laundering requirements;   
(c) Documentation to identify the Company ownership, or;
(d) Documentation relating to Client transactions or third party relationships.

7. Waiver and Release

7.1 By this Agreement each party hereto releases the other party hereto from all claims, demands, damages, rights, liabilities, and causes of action of any nature whatsoever, whether at law or equity, known or unknown, suspected or unsuspected, which are related or in any manner incidental to the Lease and which first arise out of transactions and occurrences from and after the Termination Date.  Each party waives and relinquishes any right or benefit which it has or may have under applicable law regarding waiver of unknown claims to the full extent that it may lawfully waive such rights and benefits.  In connection with such waiver and relinquishment, each party acknowledges that it is aware that it or its attorneys or accountants may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Agreement or the other party heretobut that is such parties intention hereby fully, finally, and forever to settle and release all of the claims, disputes, and differences, known or unknown, suspected or unsuspected, which now exist or may exist hereafter between each party.

7.2 Nothing contained in clause 7.1 will restrict or prohibit the right of recovery for unpaid sums including costs, fees, and expenses, from the Client by the Company due for the Company's performance in connection with these terms.

8. Limitation of Liability

8.1 The Company, including its Directors, Members, Shareholders, Agents, Employees, or Contractors hold no liability as to any damages, actual or anticipated through act or omission resulting from or out of performance under this contract.

8.2 The Client expressly agrees that the Company accepts no liability. In accordance with the wavier contained herein the Client will hold the Company harmless for any actions arising out of breach, negligence, or any other causes of action from the Company's performance due under this agreement.

9. Liability for Statements Made

9.1 All statements that are made either verbally, orally, or written by any member, employee, or agent of the Company are not designed to be comprehensive instructions. Any advice, lessons, or information that is given does not constitute professional legal advance, or professional information and is used and followed at the users own risk.

9.2 The Company, its members, affiliates, employees, and anyone else associated with it shall not accept any liability for any losses sustained by you for following advice, information, or lessons given.

10. No Warranties

10.1 The Client expressly accepts and understands that the Company gives no warranties as to the quality of its work.

11. Indemnification

11.1 The Client agrees to indemnify the Company, including its Directors, Members, Agents, Employees, and Contractors for any action brought by themselves for any action arising out of the Company's performance due under this contract.

11.2 The Client agrees to indemnify the Company, including its Directors, Members, Agents, Employees, and Contractors for any action brought by a third party relating to the Clients performance due under this Agreement. Furthermore, the Client agrees to indemnify the Company including its Directors, Members, Agents, Employees, and Contractors for any action brought by a third party generally connected with the relationship between the Parties resulting from any act or omission on part of the Client giving rise to any cause of action by the third party.

11.3 The Client hereby warrants and agrees that they will indemnify the Company in the situation above including but not limited to any and all expenses such as legal fees, costs, and expenditure in defending any action against a third party.

12. Intellectual Property

12.1 The Company shall own all rights, titles and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you in connection with Services or any Proprietary Information (as defined below) (collectively as the “Inventions”) and You will promptly disclose and provide all Inventions to the Company. All Inventions are works made for hire to the extent allowed by law. In addition, if any Invention does not qualify as a work made for hire, you hereby make all assignments necessary to accomplish the foregoing ownership. You shall further assist the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. You hereby irrevocably designate and appoint the Company and its agents as attorneys-in-fact to act for and on your behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by You.

13. Website and Social Media

13.1 The Company will not be liable for any losses or damages incurred by you resulting from or out of your use of our website.

13.2 This website and its owners take a proactive approach to user privacy and ensure the necessary steps are taken to protect the privacy of its users throughout their visiting experience. This website complies to all UK national laws and requirements for user privacy.

14. Grant of Use

14.1 With the express permission of the Client, and in accordance with these Terms, the Client may grant to the Company a right to use their logo and/or any identifying objects, slogans, or trademarks associated with their brand, services, or campaigns for use in connection with marketing purposes.

14.2 Nothing contained within this section gives the Company a right to claim ownership over such logo's, trademarks, or slogans. Such a grant is permitted as a license. Under the terms of which the Company guarantees not to abuse, misuse, or align the Clients identifying features as connected with anything that could hinder or damage their brand or reputation.

14.3 Clause 14.1 and 14.2 may only be invoked with the express written permission of the Client.

15. Amendment

15.1 These Terms of Business maybe amended from time to time by delivering notice to the Client via electronic method and posting notice on our website.

16. Termination and Suspension

16.1 This Agreement can be terminated by either party by supplying 24 hours notice.

16.2 In the event that the Client terminates this agreement they will be liable for all costs, fees, and expenses incurred up to the date of termination incurred by the Company in their fulfilment of this Agreement and their services as performance.

16.3 The Client, with the express written consent of the Company, may suspend this agreement. Any such suspension will suspend performance on both parties with immediate effect. Such a suspension may be achieved by providing written notice to the Company. The Company will then respond.

16.4 In the event of a suspension in accordance with clause 16.3 the client will be liable for all costs, fees, and expenses incurred in the performance of the Company up to the date of suspension which will be payable regardless of such a suspension in place.

16.5 This Agreement can be resumed by mutual agreement between the parties. Upon this agreement “resuming” all operative terms shall remain in full force.

16.6 There is no limit as to the time this agreement can be suspended. A prolonged suspension does not amount to a termination without the contract being properly terminated in accordance with this section.

16.7 This agreement can be terminated if the following occurs:
I. All work within the Engagement Email or Letter is completed.
II. There has been a material breach by one party (Pursuant to 16.9)
III. By either party giving 48 hours written notice to the other (“Early Termination”) 
16.8 In the event of Early Termination evoked by the Client, they will be liable for all costs, fees, and expenses incurred up to the date of the termination incurred by the Company.

16.9 In the event of a breach or suspected breach by either party, the non-breaching party may serve notice of the breach and intention to terminate this Agreement on the breaching party. Upon receiving notice, the breaching party shall have 72 hours from receipt to correct such a breach. In the event that the non-breaching party does not rectify or remedy the breach the contract will be terminated.

16.10 Each party must accept the reasonable efforts to remedy any breach under 16.9.

17. Survival

17.1 If a court or honourable member thereof deems any part of this contract invalid, the remaining clauses shall remain in full force and effect.

18. Interpretation

18.1 The court is respectfully requested to use the literal interpretation of this contract and the clauses contained within.

19. Service

19.1 The service of any documents and notices in connection with this agreement shall be sent in writing to the Companies registered head office at the address contained at the commencement.

19.2 Any notices to the Client will be sent to their registered head office. Or in the alternative, to an email address in common use by a member, employee, or director of the Client.

20. Jurisdiction

20.1 This contract shall be governed by the laws of England and Wales. The Courts within England and Wales shall have complete jurisdiction over the relationship between the parties and this contract.