Terms & Conditions of Website Use

In these Terms, the following expressions have the following meanings.

Clause headings are inserted for convenience only and do not affect the interpretation of these Terms.

A reference to a statute, statutory provision or subordinate legislation is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made under it.

The words “include”, “including” and “in particular” are to be construed as illustrative and do not limit the generality of any preceding words.

Words in the singular include the plural and words in the plural include the singular. A reference to a person includes a natural person, corporate or unincorporated body, partnership, trust, government body or authority, whether or not having separate legal personality.

A reference to writing or written includes email and submissions made through the enquiry form on the Site.

The Site is operated by the Company. The Company is registered in England and Wales, and its registered name, registered number and registered office are recorded on the register maintained by the Registrar of Companies at Companies House in accordance with the Companies Act 2006 and the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015. The information required to be made available by regulation 6 of the Electronic Commerce (EC Directive) Regulations 2002 will be supplied on request made through the enquiry form at fratresgroup.com/contact.

These Terms govern the User’s access to and use of the Site. By accessing, browsing or otherwise using the Site, the User confirms acceptance of these Terms and agrees to be bound by them. If the User does not accept these Terms, the User must cease using the Site immediately.

These Terms apply to the exclusion of any other terms which the User seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

The following documents also apply to the User’s use of the Site and are incorporated into these Terms by reference:

In the event of any conflict between these Terms and the Legal Disclaimer and Important Notices in relation to the nature, status or limits of the Content, the Legal Disclaimer and Important Notices shall prevail.

Use of the Site does not create any client, advisory, fiduciary or professional relationship between the User and the Company. Advisory and facilitation engagements are governed exclusively by a separate written engagement letter and the Company’s Terms of Business for Client Engagements.

The Site is intended for use by persons aged 18 or over who have the legal capacity to enter into a binding agreement. Where a User accesses the Site on behalf of an organisation, that User warrants that it has authority to bind the organisation to these Terms, and references to the User are to that User and that organisation together.

The Site is directed at users in the United Kingdom. The Company makes no representation that the Content is appropriate or available for use in any other jurisdiction. Users who access the Site from outside the United Kingdom do so on their own initiative and are responsible for compliance with the laws of the territory from which they access it.

The Company may vary these Terms at any time by publishing a revised version on the Site. A variation takes effect on the date the revised version is published unless the revised version states otherwise.

The document reference and version date shown at the head of this page identify the version currently in force. The User should review these Terms on each occasion on which the Site is accessed. The Company is not obliged to notify Users individually of a variation.

Continued use of the Site after a revised version has been published constitutes acceptance of that version. A User who does not accept a variation must cease using the Site.

A variation does not operate retrospectively and does not affect any right or liability which has accrued before the variation takes effect.

The Company may change, update, suspend, withdraw or discontinue the Site, any part of it, or any Content or functionality within it, at any time and without notice. The Company may also restrict access to all or part of the Site to Users who have registered under clause 6.

Subject to compliance with these Terms, the Company grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and display the Site and the Content on a device under the User’s control, for the Permitted Purpose only.

The User may print one copy, and download extracts, of any page of the Site for personal reference or for the internal business purposes of the User’s organisation, provided that:

The Content may not be used for any commercial purpose, and may not be incorporated into any commercial product, publication, database, machine-learning training corpus or advisory deliverable, without the prior written licence of the Company. Requests for such a licence should be submitted through the enquiry form at fratresgroup.com/contact and will be acknowledged within five Business Days.

The licence granted by clause 4.1 terminates automatically and without notice if the User breaches any provision of these Terms. On termination the User must cease all use of the Content and destroy or delete every copy of the Content in its possession or control.

All rights not expressly granted by these Terms are reserved to the Company and its licensors.

The User must not use the Site:

A breach of clause 5.1(f), 5.1(g) or 5.1(h) may constitute a criminal offence under the Computer Misuse Act 1990. The Company will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities, including by disclosing the identity of the User concerned.

The Company may suspend or terminate the User’s access to the Site immediately and without notice where it reasonably suspects a breach of this clause 5, and may take any further action it considers appropriate, including the issue of legal proceedings.

The rights and remedies in this clause 5 are cumulative and do not exclude any other right or remedy available to the Company at law or in equity.

Parts of the Site may be made available only to Users who have been issued with access credentials. The Company may issue, refuse or withdraw credentials at its absolute discretion and is not obliged to give reasons.

Information supplied by a User in connection with registration must be accurate, current and complete. The User must notify the Company promptly, through the enquiry form at fratresgroup.com/contact, of any change to that information.

Access credentials are personal to the User to whom they are issued. They must be treated as confidential, must not be shared, and must not be disclosed to any third party or transferred to any other person.

The User is responsible for all activity carried out under its credentials, whether or not authorised by the User. The User must notify the Company immediately if it knows or suspects that its credentials have been disclosed, compromised or used without authorisation.

The Company may disable any access credentials at any time where, in its reasonable opinion, the User has failed to comply with these Terms, or where the Company considers that the security of the credentials or of the Site may have been compromised.

Where credentials are issued to personnel of an organisation, that organisation shall procure that each such person complies with these Terms, and that organisation and that person are jointly and severally liable for any breach.

Personal data supplied on registration is processed in accordance with the Privacy Policy, the UK GDPR and the Data Protection Act 2018.

The Company is the owner or the licensee of all Intellectual Property Rights in the Site and in the Content. Those works are protected by copyright under the Copyright, Designs and Patents Act 1988, by database right under the Copyright and Rights in Databases Regulations 1997, and by copyright laws and treaties around the world.

The names “Fratres” and “Fratres”, the Fratres wordmark and any associated device marks are trade marks of the Company, whether registered or unregistered, and are protected under the Trade Marks Act 1994 and by the law of passing off. Nothing in these Terms grants any right or licence to use them.

The Company and, where identified, each contributing author assert their rights under sections 77 and 78 of the Copyright, Designs and Patents Act 1988 to be identified as the authors of the Content.

Except as expressly permitted by clause 4 or by law, the User must not modify, adapt, translate, reproduce, distribute, publish, transmit, broadcast, communicate to the public, make available, rent, lend, sell or create derivative works from the Content. Nothing in these Terms restricts any act which is permitted as fair dealing under sections 29 and 30 of the Copyright, Designs and Patents Act 1988.

Database rights in any compilation of data published on the Site are reserved. The User must not extract or re-utilise the whole or a substantial part of any such database, and must not repeatedly and systematically extract or re-utilise insubstantial parts of it.

Trade marks, logos and names of third parties which appear on the Site are the property of their respective owners. Their appearance does not imply any relationship with, sponsorship of, or endorsement by those owners, and no such relationship should be inferred.

Any person who considers that material published on the Site infringes their Intellectual Property Rights should submit a notice through the enquiry form at fratresgroup.com/contact identifying the work said to be infringed, the material complained of and the basis of the claim. The Company will acknowledge such a notice within five Business Days and may remove or restrict access to the material complained of while the claim is investigated. Removal is not an admission of liability.

The Site does not host a public forum. User Material is submitted to the Company privately, principally through the enquiry form. All User Material must comply with the content standards in clause 8.2.

User Material must:

The User warrants that it owns, or holds all necessary rights and consents in respect of, all User Material it submits, and that the submission of that material does not breach any obligation owed to any third party. The User is solely responsible for User Material it submits and for the consequences of submitting it.

The User grants the Company a worldwide, non-exclusive, royalty-free, transferable and sub-licensable licence to store, copy, use, disclose and process User Material for the purposes of responding to the enquiry, conducting due diligence, maintaining the Company’s records and complying with its legal and regulatory obligations. User Material is retained in accordance with the Data Retention and Records Management Policy.

The User must not submit confidential, commercially sensitive, price-sensitive or unsolicited proprietary information through the Site. No obligation of confidence arises by reason only of submission through the Site, and the Company may deal with unsolicited proposals, concepts and business ideas without obligation to the sender. Where confidentiality is required, a written confidentiality agreement should be put in place first, and a request to do so may be made through the enquiry form at fratresgroup.com/contact.

The Company is under no obligation to respond to, publish, retain or act upon any User Material, and may edit, restrict, remove or refuse to accept any User Material at its discretion.

The Company may be required to make a disclosure to the National Crime Agency under Part 7 of the Proceeds of Crime Act 2002 or Part III of the Terrorism Act 2000, and may be prohibited by section 333A of the Proceeds of Crime Act 2002 or section 21D of the Terrorism Act 2000 from informing the User that such a disclosure has been made or is contemplated. Where that is the case, the Company may cease correspondence with the User without explanation and shall have no liability for doing so.

Where the Site contains links to other sites, resources or documents provided by third parties, those links are provided for the User’s information only. They do not signify that the Company endorses those sites, resources or documents, or the persons operating them.

The Company has no control over the contents of third-party sites or resources and accepts no responsibility for them, for their availability, for their accuracy, or for any loss or damage arising from the User’s use of them.

The User accesses third-party sites and resources at its own risk and should read the terms of use and privacy notice of each such site before using it or supplying any information to it.

The Site may embed functionality supplied by third parties, including mapping, media playback and analytics services. Use of embedded functionality is subject to the terms of the relevant provider. Any cookies or similar technologies set through embedded functionality are addressed in the Cookie Policy and are governed by regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003.

A third party may link to the home page of the Site provided it does so in a way that is fair and legal, does not damage the Company’s reputation or take unfair advantage of it, and does not suggest any form of association, approval or endorsement where none exists. The Site must not be framed on any other site, and the Company may withdraw linking permission at any time and without notice.

Access to the Site is provided free of charge. The Company does not guarantee that the Site, or any Content on it, will always be available, uninterrupted, timely, secure or free from error or omission.

The Company may suspend, withdraw, discontinue or change all or any part of the Site without notice, including for maintenance, upgrade, security or operational reasons. The Company will not be liable to the User if the Site is unavailable at any time or for any period.

The User is responsible for:

The Site is not a channel for urgent, time-critical or emergency communications. The User must not rely on the Site, or on any enquiry submitted through it, where a communication is time-critical.

The Company’s commitments in relation to accessibility, and the route for reporting an accessibility barrier, are set out in the Accessibility Statement.

The Content is provided for general information only. It is not advice, and in particular it is not legal, financial, investment, tax, accounting, regulatory or technical advice, and must not be relied upon as such. The User should obtain independent professional advice before taking, or refraining from taking, any action on the basis of the Content.

Nothing on the Site constitutes an offer, an invitation, an inducement or a recommendation to enter into any transaction, to acquire or dispose of any security or interest, or to participate in any project or investment. Nothing on the Site is intended to be, or should be construed as, a financial promotion within the meaning of section 21 of the Financial Services and Markets Act 2000.

The Company does not represent that it is authorised or regulated by any financial services regulator, and does not carry on any regulated activity through the Site.

The Company makes no representation and gives no warranty, express or implied, as to the accuracy, completeness, currency or fitness for any purpose of the Content. Content describing legal, regulatory, fiscal or policy frameworks in the United Kingdom, in Bangladesh or in any other jurisdiction reflects the Company’s understanding at the date of publication only. Those frameworks change, and the Company gives no undertaking to update the Content.

Any statement on the Site as to future events, projected outcomes, expected timelines or anticipated market conditions is a forward-looking statement. Forward-looking statements involve known and unknown risks and uncertainties. Actual outcomes may differ materially from those expressed or implied, and no reliance should be placed on any such statement.

References on the Site to public authorities, regulators, statutory bodies or named institutions are descriptive of the regulatory landscape only. They do not assert, and must not be read as asserting, any relationship with, mandate from, endorsement by or approval of the Company by any such body.

To the maximum extent permitted by law, the Company excludes all conditions, warranties, representations and other terms which might otherwise be implied into these Terms by statute, common law or equity.

Nothing in this clause 11 limits or excludes any liability which cannot lawfully be limited or excluded, and nothing in it affects the statutory rights of a User acting as a consumer.

Nothing in these Terms excludes or limits the Company’s liability for:

Where the User is a consumer, the Site and the Content are provided for domestic and private use only. The Company shall have no liability for any loss arising from use of the Site or the Content for any commercial, business or resale purpose.

Subject to clause 12.1, where the User is acting in the course of a business, the Company shall have no liability to that User, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, for any:

Subject to clause 12.1, the Company shall have no liability for any loss or damage caused by a virus, distributed denial-of-service attack or other technologically harmful material which infects the User’s equipment, computer programmes, data or other proprietary material by reason of the User’s use of the Site, download of any Content, or use of any site linked from the Site.

Subject to clause 12.1, the Company shall have no liability for any loss or damage arising from reliance placed on the Content, on any material submitted by a third party, or on any communication issued through the Site.

Subject to clause 12.1, the Company’s total aggregate liability in respect of all claims arising out of or in connection with the Site or these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed one hundred pounds (£100).

This clause 12 governs liability arising from use of the Site only. Liability arising under a separate written engagement between the Company and a client is governed by that engagement and by the Terms of Business for Client Engagements, and not by this clause.

Each provision of this clause 12 operates separately. If any provision is held to be unreasonable or unenforceable, the remaining provisions continue in full force and effect.

The exclusions and limitations in this clause 12 are reasonable having regard to the fact that the Site is made available free of charge, and are subject to the requirement of reasonableness in the Unfair Contract Terms Act 1977 to the extent that Act applies.

This clause 13 does not apply to a User acting as a consumer.

The User shall indemnify and hold harmless the Company, each member of the Group and their respective officers, employees, agents and subcontractors against all claims, demands, proceedings, liabilities, damages, losses, costs and expenses (including reasonable legal fees) suffered or incurred by any of them arising out of or in connection with:

The Company shall notify the User promptly of any claim in respect of which it intends to seek indemnity under this clause, shall not settle or compromise that claim without the User’s prior written consent (such consent not to be unreasonably withheld or delayed), and shall give the User reasonable assistance in the defence of the claim at the User’s cost.

The indemnity in this clause 13 survives termination of the User’s right to access the Site.

The Company acts as controller in respect of personal data collected through the Site and processes that data in accordance with the UK GDPR and the Data Protection Act 2018. The lawful bases relied upon, the categories of data processed, the recipients of that data and the applicable retention periods are set out in the Privacy Policy.

Cookies and similar technologies are used on the Site in accordance with regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003. Consent is obtained before any non-essential cookie is set, and may be withdrawn at any time as described in the Cookie Policy.

Electronic marketing communications are sent only where the recipient has consented, or where the conditions in regulation 22 of the Privacy and Electronic Communications (EC Directive) Regulations 2003 are satisfied. Every such communication contains a means of objecting to further messages at no cost, and consent may be withdrawn at any time.

Where personal data is transferred outside the United Kingdom, including to Bangladesh, the Company applies an appropriate transfer mechanism under Chapter V of the UK GDPR. The safeguards used are set out in the International Data Transfer Statement.

Data subjects may exercise their rights under Chapter III of the UK GDPR, including the rights of access, rectification, erasure, restriction, data portability and objection, by submitting a request through the enquiry form at fratresgroup.com/contact. Requests are acknowledged within five Business Days and are answered within the period required by Article 12(3) of the UK GDPR.

A data subject who is dissatisfied with the Company’s handling of personal data may complain to the Information Commissioner’s Office, the supervisory authority for data protection in the United Kingdom. The Company asks to be given the opportunity to address the concern first, through the Complaints Handling Procedure.

Entire agreement. These Terms, together with the documents incorporated by clause 2.4, constitute the entire agreement between the Company and the User in relation to use of the Site and supersede all previous agreements, understandings and representations relating to that subject matter. Nothing in this clause limits liability for fraudulent misrepresentation.

Severance. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the remainder of these Terms.

Waiver. No failure or delay by the Company in exercising any right or remedy under these Terms or at law constitutes a waiver of that or any other right or remedy, and no single or partial exercise of a right or remedy precludes any further exercise of it.

Assignment. The Company may assign, transfer, charge, subcontract or deal in any other manner with its rights and obligations under these Terms. The User may not assign or transfer any of its rights or obligations under these Terms without the prior written consent of the Company.

Third party rights. Except as set out in this clause, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions. Each member of the Group, and each person indemnified under clause 13.2, may enforce clauses 12 and 13. The Company and the User may vary or rescind these Terms without the consent of any such person.

Force majeure. The Company shall not be in breach of these Terms, nor liable for any delay in performing or failure to perform any obligation under them, where that delay or failure results from an event beyond its reasonable control, including failure of telecommunications or hosting infrastructure, cyber attack, power failure, industrial action, act of government or natural disaster.

Notices. Notices to the Company under these Terms should be given through the enquiry form at fratresgroup.com/contact. Notices to the User will be sent to the most recent contact details supplied by the User. A notice is deemed received on the next Business Day following transmission.

No partnership or agency. Nothing in these Terms creates a partnership, joint venture or agency between the Company and the User, and neither party has authority to bind the other.

Survival. Clauses 1, 7, 8.4, 8.7, 11, 12, 13, 14, 15 and 16 survive the termination of the User’s right to access the Site, however arising.

These Terms, their subject matter and their formation, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with them or with use of the Site, are governed by and shall be construed in accordance with the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with these Terms or use of the Site.

Where the User is a consumer resident in Scotland or Northern Ireland, that User may also bring proceedings in the courts of the part of the United Kingdom in which the User is resident. A consumer resident outside the United Kingdom retains the benefit of any mandatory provision of the law of the country in which that consumer is resident.

Nothing in this clause prevents the Company from applying to any court of competent jurisdiction in any territory for injunctive or other interim relief to protect its Intellectual Property Rights, its confidential information or the security and integrity of the Site.

Before commencing proceedings, the parties shall comply with the Practice Direction on Pre-Action Conduct and Protocols and shall consider whether the dispute is capable of resolution by negotiation or mediation. The Company will engage constructively with any reasonable proposal for alternative dispute resolution. Complaints about the Company or the Site should first be raised under the Complaints Handling Procedure.