Terms & disclosure

Terms of Business for Client Engagements

The standard contractual framework governing advisory and facilitation engagements, including scope, fees, liability and termination.

Document reference: FGL-LEG-03
Version date: 1 July 2026
Applies to: Fratres Limited

1.Interpretation and definitions

1.1

These Terms of Business set out the standard contractual framework on which Fratres Limited, a company registered in England and Wales, provides advisory and facilitation services to its clients. They apply to every Engagement unless and to the extent that the Engagement Letter expressly states otherwise.

1.2

In these Terms of Business, the following capitalised terms have the meanings given below.

Company: Fratres Limited, a company incorporated and registered in England and Wales, together with its officers, employees, consultants and permitted subcontractors where the context so requires.
Client: the person, company, partnership, fund, governmental body or other entity named as the client in the Engagement Letter, together with any Client Affiliate expressly brought within the scope of the Engagement.
Client Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with, the Client, where control means the ownership of more than fifty per cent of the voting rights or the ability to direct the management of that entity.
Engagement: a discrete instruction accepted by the Company, constituted by an Engagement Letter incorporating these Terms of Business.
Engagement Letter: the letter, scope of work, mandate letter or other written instrument issued by the Company and countersigned or otherwise accepted by the Client, which describes the Services, the Fees and any Engagement-specific terms.
Services: the advisory, facilitation, introduction, coordination and related services described in the Engagement Letter, and no others.
Deliverables: the reports, memoranda, models, presentations, maps, sequencing plans, correspondence and other materials prepared by the Company for the Client under an Engagement.
Client Materials: all information, documents, data, instructions and materials supplied by or on behalf of the Client to the Company for the purposes of an Engagement.
Fees: the professional fees payable for the Services, calculated on the basis set out in the Engagement Letter.
Expenses: the disbursements, third-party costs and out-of-pocket expenses properly incurred by the Company in performing the Services.
Confidential Information: all information of a confidential nature disclosed by one party to the other in connection with an Engagement, whether disclosed orally, in writing or in any other form, and whether or not marked as confidential.
Data Protection Legislation: the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other applicable law relating to the processing of personal data or privacy, in each case as amended or replaced from time to time.
Relevant Authority: any government, ministry, department, agency, regulator, licensing body, court, tribunal, state-owned enterprise or other public body in the United Kingdom, the People’s Republic of Bangladesh or elsewhere, whose consent, approval, licence, registration or decision bears on the subject matter of an Engagement.
Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales on which clearing banks are open for general business in London.

1.3

Clause headings do not affect interpretation. A reference to legislation is a reference to that legislation as amended, extended or re-enacted from time to time, and includes all subordinate legislation made under it. Words in the singular include the plural and vice versa. The words “including”, “in particular” and “for example” are illustrative and do not limit the generality of the words preceding them.

1.4

Where there is any inconsistency between these Terms of Business and the Engagement Letter, the Engagement Letter shall prevail, but only to the extent of the inconsistency and only where the Engagement Letter expressly refers to the provision of these Terms of Business that it displaces.

1.5

The Company may amend these Terms of Business from time to time. An amendment takes effect in respect of an existing Engagement only where the Client has been given not less than thirty days’ written notice of it, and does not affect Services already performed or Fees already accrued.

2.The engagement and scope of services

2.1

No Engagement arises, and the Company owes the Client no duty in contract or otherwise, until an Engagement Letter has been issued by the Company and accepted in writing by the Client. Preliminary discussions, meetings, proposals, indicative pricing and exploratory correspondence do not create an Engagement and are not to be relied upon as advice.

2.2

The Engagement Letter defines the scope of the Services. The Company is not obliged to perform, and shall not be treated as having assumed responsibility for, any matter outside that scope. Where the Client requires additional services, those services must be agreed in writing and will be charged in accordance with clause 4.

2.3

Each Engagement is separate. The acceptance of one Engagement does not oblige the Company to accept any further Engagement, and the Company may decline any instruction without giving reasons.

2.4

The Company acts as an independent adviser and facilitator. It does not act as, and must not be held out as:

(a)the agent of the Client, save where and to the extent that a specific and limited authority to act as agent is granted in writing in the Engagement Letter;
(b)a partner, joint venturer or fiduciary of the Client;
(c)a legal adviser, tax adviser, auditor, actuary, valuer, surveyor or licensed insolvency practitioner;
(d)an arranger, dealer, placing agent, investment manager or adviser in relation to any investment, or a person carrying on any regulated activity for the purposes of the Financial Services and Markets Act 2000; or
(e)a person able to procure, influence or expedite the decision of any Relevant Authority.

2.5

The Company is not authorised or regulated by the Financial Conduct Authority or by any other financial services regulator, and the Services do not include any regulated activity. Nothing in the Services constitutes investment advice, a personal recommendation, an offer or an inducement to acquire or dispose of any security or interest.

2.6

Where the Services touch on matters of law, taxation, accounting, engineering, environmental assessment or valuation, the Company’s role is limited to identifying the issue, framing it, and coordinating the appropriately qualified specialist. The Client must obtain its own independent professional advice on any such matter, and the Company gives no assurance as to the work of any specialist engaged by the Client.

2.7

The Company shall perform the Services with the reasonable care and skill to be expected of a competent adviser experienced in providing services of a similar nature. The Company’s obligations are obligations of means and not of result.

2.8

The Company may perform the Services through such of its officers, employees, consultants and subcontractors as it considers appropriate, and remains responsible for their acts and omissions in the performance of the Services as if they were its own. The Company shall notify the Client before engaging any subcontractor to whom Client Materials will be disclosed.

2.9

Unless the Engagement Letter states otherwise, the Company acts on a non-exclusive basis and may advise other clients, including clients operating in the same sector as the Client, subject always to clause 6 and clause 7.

3.Client responsibilities and information warranties

3.1

The Client shall provide the Company, promptly and without charge, with all Client Materials, access, decisions, approvals and cooperation reasonably required for the performance of the Services.

3.2

The Client warrants and undertakes that:

(a)it has full power and authority to enter into the Engagement, and the person accepting the Engagement Letter is duly authorised to bind the Client;
(b)all Client Materials are, so far as the Client is aware having made reasonable enquiry, accurate, complete and not misleading in any material respect at the time of supply, and the Client shall promptly correct any Client Material that becomes inaccurate or misleading during the Engagement;
(c)it is entitled to disclose the Client Materials to the Company and, where applicable, to onward recipients contemplated by the Engagement, and that such disclosure does not breach any obligation of confidence, intellectual property right or applicable law;
(d)the funds used or to be used in connection with the Engagement derive from legitimate sources and are not the proceeds of criminal conduct within the meaning of the Proceeds of Crime Act 2002;
(e)neither the Client, nor any of its directors, officers, beneficial owners or Client Affiliates, is a designated person under the Sanctions and Anti-Money Laundering Act 2018 or under the sanctions regimes of the United Nations, the European Union or the United States; and
(f)it has disclosed to the Company any current or former public office, political appointment or close association with a politically exposed person on the part of its directors, officers or beneficial owners.

3.3

The Company is entitled to rely on the Client Materials and on the warranties in clause 3.2 without independent verification. The Company does not audit, verify or investigate Client Materials unless verification is expressly stated in the Engagement Letter to form part of the Services, and any verification so stated is limited to the scope described.

3.4

The Client shall complete the Company’s client due diligence and identification procedures before the Services commence, and shall supply such further information and documentation as the Company requires from time to time to satisfy its obligations under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. Where the Client does not do so, the Company shall not commence or continue the Services and may terminate the Engagement under clause 13.

3.5

The Client is responsible for its own decisions. The Client shall exercise its own judgement on whether to pursue, structure, fund, modify or abandon any transaction, project or application, and shall not treat any Deliverable as a substitute for that judgement or for independent professional advice.

3.6

Where the Client’s delay, failure to provide Client Materials, or failure to give a decision prevents or hinders the Company from performing the Services:

(a)the Company is not liable for any resulting delay, cost or loss;
(b)any timetable is extended by a period equal to the period of delay; and
(c)the Company may charge for time reasonably expended and Expenses reasonably incurred as a result, at the rates set out in the Engagement Letter.

3.7

The Client shall not, without the Company’s prior written consent, quote, reproduce, summarise or refer to any Deliverable in any prospectus, information memorandum, listing particulars, financing document or public statement, and shall not name the Company in any submission to a Relevant Authority except as contemplated by the Engagement.

4.Fees, expenses and disbursements

4.1

Fees are agreed in the Engagement Letter and may be structured as one or more of a fixed fee, a retainer, a time-based fee at agreed rates, a fee by reference to defined milestones, or a success fee payable on the occurrence of a defined event. The basis applicable to an Engagement is that stated in its Engagement Letter and no other.

4.2

Where Fees are time-based, the Company shall record time in units of six minutes and shall provide, on request, a narrative summary of the work performed. Rates are reviewed annually; a revised rate applies to an existing Engagement only from the date specified in a written notice given not less than thirty days in advance.

4.3

Where a success fee or milestone fee is agreed, the Engagement Letter shall define precisely the event that triggers it, the calculation basis, the date on which it falls due, and the period after termination during which it remains payable. A success fee is earned on the occurrence of the defined event whether or not the Company remains engaged at that date, provided the event occurs within the tail period stated in the Engagement Letter.

4.4

The Company does not accept, and shall not agree to, any fee arrangement that is contingent on the grant of a permit, licence, consent, approval or contract by a Relevant Authority where that arrangement would create an improper incentive. Fees are payable for professional work performed, and never for procuring a decision.

4.5

The Client shall reimburse Expenses properly incurred in performing the Services. Expenses are charged at cost without mark-up and are supported by receipts or third-party invoices on request. They ordinarily comprise:

travel, accommodation and subsistence incurred on the Client’s business, booked at standard commercial rates
government, filing, registration, notarisation, legalisation and certification fees
translation, interpretation and document production costs
courier, secure transmission and data room charges
third-party data, search, screening and due diligence subscriptions attributable to the Engagement
the fees of specialist advisers engaged with the Client’s prior written approval

4.6

The Company shall obtain the Client’s prior written approval before incurring any single item of Expense exceeding the threshold stated in the Engagement Letter, or, where no threshold is stated, before incurring any single item of Expense that is material in the context of the Fees.

4.7

All Fees and Expenses are exclusive of value added tax and of any other sales, service, withholding or similar tax, which the Client shall pay in addition at the applicable rate. Where the Client is required by law to withhold or deduct any amount from a payment, the sum payable shall be increased so that the Company receives the amount it would have received had no withholding or deduction been required.

4.8

The Company may require payment of a sum on account of Fees or Expenses before commencing or continuing the Services. Sums held on account are applied against invoices as they are rendered, and any balance is returned on completion or termination of the Engagement.

4.9

Where an Engagement is accepted for more than one client jointly, each client is jointly and severally liable for the whole of the Fees and Expenses.

5.Invoicing, payment and interest on late payment

5.1

The Company shall invoice in accordance with the Engagement Letter and, in the absence of any stated frequency, monthly in arrears for Services performed and Expenses incurred.

5.2

Invoices are payable in full, in cleared funds and in the currency stated on the invoice, within thirty days of the date of the invoice, to the bank account identified on the invoice. Time of payment is of the essence.

5.3

The Company will not act on any instruction to change bank account details that is received by electronic means without first verifying it directly with a known contact of the Client using contact details previously established. The Client shall apply the same standard before making payment, and the Company accepts no responsibility for any payment made to an account other than the account most recently verified.

5.4

The Client shall pay all sums due without set-off, counterclaim, deduction or withholding, except any deduction or withholding required by law and dealt with under clause 4.7.

5.5

If the Client disputes an invoice in whole or in part, it shall notify the Company in writing within fourteen days of receipt, setting out the grounds of dispute in reasonable detail. The undisputed portion remains payable on the due date. The parties shall seek to resolve the disputed portion within thirty days, failing which clause 16 applies.

5.6

Where the Client is acting in the course of a business, the Company is entitled to interest and to fixed compensation on any overdue sum under the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable costs of recovering the debt. Interest accrues daily from the due date until payment, both before and after judgment.

5.7

Where the Act referred to in clause 5.6 does not apply, interest accrues on any overdue sum at four per cent per annum above the Bank of England base rate from time to time, calculated daily from the due date until payment, both before and after judgment.

5.8

If any sum remains unpaid more than thirty days after its due date, the Company may, on giving written notice, suspend all or part of the Services, withhold Deliverables and decline to release documents held on the Client’s behalf until payment is made in full. Suspension under this clause does not relieve the Client of any payment obligation and does not constitute a breach by the Company.

6.Conflicts of interest

6.1

The Company advises multiple clients across the sectors in which it works. Before accepting an Engagement, and periodically during it, the Company screens for actual and potential conflicts of interest against its register of current and former mandates.

6.2

The Client shall notify the Company promptly of any circumstance known to it that may give rise to a conflict, including the identity of counterparties, competing bidders, consortium members and connected persons relevant to the Engagement.

6.3

Where a conflict is identified, the Company shall inform the Client as soon as reasonably practicable and shall, without disclosing the confidential information of any other client:

(a)decline or discontinue the Engagement;
(b)act for one party only and cease to act for the other; or
(c)where the conflict can properly be managed, propose safeguards including separate teams, physical and electronic information barriers, and restricted file access, and act only with the informed written consent of each affected client.

6.4

The Company will not act where a conflict is such that it cannot discharge its duties to each affected client, or where acting would require the use or disclosure of another client’s Confidential Information.

6.5

Subject to clauses 6.3 and 6.4, the Client acknowledges that the Company may act for other clients in the same sector, in relation to the same Relevant Authority, and in relation to competing projects, and that this does not of itself constitute a conflict.

6.6

The Company shall disclose to the Client any financial or personal interest of the Company or of any individual performing the Services in the subject matter of the Engagement, and any fee, commission or other benefit that the Company expects to receive from a third party in connection with the Engagement. No such benefit shall be accepted without the Client’s prior written consent.

6.7

The Company’s Conflicts of Interest Policy, published in the legal register on this website, supplements this clause and applies to every Engagement.

7.Confidentiality

7.1

Each party shall keep the other party’s Confidential Information confidential, shall use it only for the purposes of the Engagement, and shall not disclose it to any third party except as permitted by this clause 7.

7.2

A party may disclose the other party’s Confidential Information to its officers, employees, consultants, subcontractors and professional advisers who need to know it for the purposes of the Engagement, provided that the disclosing party procures that each recipient is bound by obligations of confidentiality no less onerous than those in this clause and remains responsible for any breach by that recipient.

7.3

The obligations in this clause do not apply to information which:

(a)is or becomes public knowledge other than through a breach of this clause;
(b)was lawfully in the receiving party’s possession, free of any obligation of confidence, before disclosure;
(c)is lawfully received from a third party entitled to disclose it without restriction; or
(d)is independently developed by the receiving party without reference to the Confidential Information.

7.4

A party may disclose Confidential Information to the extent required by law, by a court of competent jurisdiction, or by a regulatory, governmental or law enforcement body. Where lawfully able to do so, the disclosing party shall give the other party prior written notice and disclose only the minimum required.

7.5

Nothing in this clause restricts or delays the making of a disclosure or report required or permitted under the Proceeds of Crime Act 2002, the Terrorism Act 2000 or the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. Where the Company makes such a report it may be prohibited by law from informing the Client that it has done so, and shall not be liable to the Client for any loss arising from the making of the report or from any consequent delay or suspension.

7.6

Nothing in this clause prevents any person from making a protected disclosure under the Public Interest Disclosure Act 1998 or from reporting a matter to a prescribed person or to a law enforcement agency.

7.7

The Company shall not identify the Client, disclose the existence of the Engagement, or use the Client’s name or marks in any marketing material, credential list, tombstone or public statement without the Client’s prior written consent.

7.8

The obligations in this clause survive termination of the Engagement and continue for five years from the date of termination, save that they continue indefinitely in respect of any Confidential Information that constitutes a trade secret or personal data.

8.Intellectual property in deliverables

8.1

All intellectual property rights in the Client Materials remain vested in the Client or its licensors. The Client grants the Company a non-exclusive, royalty-free licence to use, copy and adapt the Client Materials for the purposes of, and for the duration of, the Engagement.

8.2

All intellectual property rights in the Deliverables, and in any working paper, model, template, methodology, framework, database or know-how used or developed by the Company, remain vested in the Company.

8.3

On payment in full of all Fees and Expenses due under the Engagement, the Company grants the Client a non-exclusive, non-transferable, perpetual, worldwide licence to use, copy and internally distribute the Deliverables for the purpose for which they were prepared. That licence does not extend to any Company methodology, model architecture or template embedded in a Deliverable other than as part of the Deliverable itself.

8.4

The Client shall not sublicense, sell, publish or otherwise make any Deliverable available to a third party except:

(a)to its professional advisers and to Client Affiliates, on a confidential basis and for the purpose for which the Deliverable was prepared;
(b)to a Relevant Authority where the Engagement contemplates that submission; or
(c)where required by law or by a court or regulator of competent jurisdiction.

8.5

A Deliverable is prepared solely for the Client and solely for the stated purpose, on the basis of information available and circumstances prevailing at its date. The Company owes no duty of care to any third party who obtains a Deliverable, and accepts no liability to any such person. Any disclosure permitted under clause 8.4 must be made on that basis.

8.6

The Company is under no obligation to update a Deliverable to reflect events, information or changes in law arising after its date.

8.7

The Client shall not remove, obscure or alter any confidentiality legend, attribution or limitation of reliance appearing on a Deliverable, and shall not present any extract in a manner that misrepresents the whole.

8.8

Nothing in this clause prevents the Company from using the general skills, experience, ideas and know-how acquired in performing the Services, provided that no Confidential Information of the Client is used or disclosed.

9.Data protection

9.1

Each party shall comply with its obligations under the Data Protection Legislation. This clause 9 is in addition to, and does not relieve or replace, those obligations.

9.2

In performing the Services the Company acts as a controller in its own right in respect of the personal data it processes for the purposes of client relationship management, client due diligence, sanctions and adverse media screening, conflict checking, fee billing, record keeping and the establishment or defence of legal claims. The Company’s Privacy Policy, published in the legal register on this website, describes that processing and the rights available to data subjects.

9.3

Where the Engagement requires the Company to process personal data on the Client’s documented instructions and on the Client’s behalf, the Company acts as processor and the parties shall enter into terms satisfying Article 28 of the UK GDPR before that processing begins.

9.4

Where the Client discloses personal data to the Company, the Client warrants that it has a lawful basis for that disclosure under Article 6 of the UK GDPR and, in the case of special category data, a condition under Article 9, and that the relevant data subjects have been given the information required by Articles 13 and 14.

9.5

The Company shall implement appropriate technical and organisational measures under Article 32 of the UK GDPR, including access controls, encryption of data in transit and at rest, staff confidentiality undertakings and regular review of its security arrangements.

9.6

The Services frequently require personal data to be transferred to Bangladesh and to other jurisdictions outside the United Kingdom. Where the Company makes such a transfer it shall put in place an appropriate transfer mechanism under Chapter V of the UK GDPR, including the International Data Transfer Agreement or the International Data Transfer Addendum to the European Commission standard contractual clauses, supported by a transfer risk assessment. The Company’s International Data Transfer Statement sets out that approach in full.

9.7

Each party shall notify the other without undue delay on becoming aware of any personal data breach affecting personal data processed in connection with the Engagement, and shall cooperate in the investigation, mitigation and, where applicable, notification of that breach to the Information Commissioner’s Office and to affected data subjects.

9.8

Records created in connection with an Engagement are retained in accordance with the Company’s Data Retention and Records Management Policy. Records supporting client due diligence are retained for five years from the end of the business relationship, as required by Regulation 40 of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

9.9

Data subject requests and data protection enquiries relating to an Engagement should be submitted through the enquiry form at fratresgroup.com/contact. They will be acknowledged within five Business Days and answered within one month of receipt, as required by Article 12 of the UK GDPR. A data subject has the right to complain to the Information Commissioner’s Office.

10.Anti-bribery, sanctions and financial crime

10.1

Each party shall comply with all applicable laws relating to bribery, corruption, money laundering, terrorist financing, the facilitation of tax evasion and financial sanctions, including the Bribery Act 2010, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Criminal Finances Act 2017, the Sanctions and Anti-Money Laundering Act 2018 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

10.2

Neither party shall offer, promise, give, request, agree to receive or accept any financial or other advantage intended to induce or reward the improper performance of a function or activity, or to influence a foreign public official in the exercise of that official’s functions. This prohibition applies to conduct anywhere in the world and to conduct by any person performing services for or on behalf of a party.

10.3

Facilitation payments are prohibited absolutely. Neither party shall make any payment, of any size, to any public official for the purpose of securing or expediting a routine action, whether or not such payments are customary in the jurisdiction concerned.

10.4

Each party shall maintain adequate procedures designed to prevent bribery by associated persons, for the purposes of section 7 of the Bribery Act 2010, and reasonable prevention procedures addressing the corporate offences of failure to prevent the facilitation of tax evasion under sections 45 and 46 of the Criminal Finances Act 2017.

10.5

Hospitality, gifts and promotional expenditure may be offered or accepted only where they are proportionate, reasonable, given openly, properly recorded, and incapable of being perceived as intended to influence a decision. No hospitality or gift shall be offered to a public official who is, or is expected to be, involved in a decision affecting the Engagement.

10.6

Political contributions shall not be made by either party in connection with an Engagement, whether directly or through any intermediary.

10.7

Each party shall notify the other promptly on becoming aware of any breach or suspected breach of this clause 10 in connection with the Engagement. Any breach of this clause 10 is a material breach that is incapable of remedy, and the non-breaching party may terminate the Engagement with immediate effect under clause 13.

10.8

The Company shall not act, and shall cease to act, where acting would or may cause it to breach financial sanctions or trade restrictions, or where a counterparty, beneficial owner or intended recipient of funds is a designated person. Where a licence is required, the Company shall not proceed unless and until a licence has been granted by the Office of Financial Sanctions Implementation or other competent authority.

10.9

Where the Company knows or suspects, or has reasonable grounds to know or suspect, that property constitutes or represents the proceeds of criminal conduct, it shall make a suspicious activity report to the National Crime Agency and shall not proceed with any prohibited act until appropriate consent has been obtained or the relevant statutory period has expired. Clause 7.5 applies to any such report.

Reporting a concern

Concerns about bribery, corruption, sanctions evasion or other wrongdoing connected with an Engagement may be raised through the enquiry form at fratresgroup.com/contact, marked for the attention of the compliance function. Concerns raised in accordance with the Company’s Whistleblowing and Speak-Up Policy are handled confidentially and without detriment to the person raising them.

11.No guarantee of outcome or approval

11.1

The Company gives no warranty, representation or guarantee, express or implied, that any particular outcome will be achieved. In particular, the Company does not warrant or guarantee that:

(a)any licence, permit, registration, consent, incentive, tax treatment or approval will be granted by any Relevant Authority, or granted within any timescale or on any particular terms;
(b)any application, tender, bid or unsolicited proposal will be accepted, shortlisted or awarded;
(c)any transaction, joint venture, concession or financing will be agreed, will reach financial close, or will complete;
(d)any counterparty, partner, sponsor, operator or investor introduced by the Company will perform, remain solvent, or agree terms;
(e)any projection, forecast, model output, timetable or sensitivity will prove accurate, those being statements of opinion based on assumptions that may not be realised; or
(f)any policy, regulatory, fiscal, currency or political condition will remain unchanged.

11.2

The Company has no power to bind, direct, influence or accelerate the decision of any Relevant Authority. Its role in relation to a Relevant Authority is confined to preparing and presenting materials properly, understanding and following the applicable procedure, and maintaining transparent and lawful engagement.

11.3

Statements of expected timescales are estimates based on the Company’s experience of comparable processes. They are not commitments and do not form part of the Services.

11.4

Fees are earned by the performance of the Services and are payable irrespective of outcome, save where the Engagement Letter expressly makes a defined element of the Fees contingent on a defined event.

11.5

Where the Services include the identification or introduction of a third party, the Client remains solely responsible for conducting its own due diligence on that third party and for the terms on which it contracts with them. The Company is not a party to, and has no liability under, any contract concluded between the Client and a third party.

12.Limitation of liability and insurance

12.1

Nothing in these Terms of Business excludes or limits the liability of either party for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for any liability that cannot lawfully be excluded or limited under the Unfair Contract Terms Act 1977, or for the Client’s obligation to pay Fees and Expenses properly due.

12.2

Subject to clause 12.1, the Company shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, for any:

(a)loss of profit, revenue, anticipated saving, business, contract or opportunity;
(b)loss of goodwill or reputational harm;
(c)loss arising from the refusal, delay, revocation or conditional grant of any approval by a Relevant Authority;
(d)loss arising from the act, omission, default or insolvency of any third party, including any counterparty or specialist adviser;
(e)loss arising from the Client’s reliance on Client Materials that were inaccurate, incomplete or misleading; or
(f)indirect or consequential loss of any kind,

in each case whether or not the Company had been advised of the possibility of such loss.

12.3

Subject to clause 12.1, the total aggregate liability of the Company in respect of all claims arising out of or in connection with an Engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of:

(a)the total Fees actually paid by the Client to the Company under that Engagement in the twelve months preceding the date on which the cause of action accrued; and
(b)the sum specified as the liability cap in the Engagement Letter for that Engagement.

12.4

The cap in clause 12.3 applies to the Engagement as a whole. Where more than one claim arises from the same act, omission or series of connected acts or omissions, those claims are treated as a single claim for the purposes of the cap. Where an Engagement is accepted for more than one client jointly, the cap applies to all of those clients collectively and not to each of them separately.

12.5

The Company’s liability shall be limited to the proportion of the Client’s loss that is just and equitable having regard to the Company’s responsibility for that loss. In assessing that proportion, no account shall be taken of any limitation of the liability of any other adviser, of any settlement reached with any other adviser, or of any difficulty in enforcing a claim against any other adviser.

12.6

The Client shall bring any claim against the Company within two years of the date on which it became, or ought reasonably to have become, aware of the circumstances giving rise to the claim, and in any event within six years of the date of the act or omission alleged. Any claim not brought within those periods is barred.

12.7

The Client agrees to bring any claim only against the Company, and not against any individual officer, employee, consultant or subcontractor of the Company. Those individuals may rely on this clause 12.7 under the Contracts (Rights of Third Parties) Act 1999.

12.8

The Company maintains professional indemnity insurance with reputable insurers, at a level of cover appropriate to the nature and scale of the Services, together with public liability and employer’s liability cover as required by law. Details of the cover in force, including the limit of indemnity, are available on request through the enquiry form at fratresgroup.com/contact and will be provided within five Business Days.

12.9

The Client acknowledges that the limitations in this clause 12 are reasonable having regard to the Fees charged, the availability and cost of insurance, the Client’s own responsibility for its commercial decisions, and the fact that the Client is able to obtain independent professional advice on the matters to which the Services relate.

13.Term, termination and its consequences

13.1

An Engagement begins on the date stated in the Engagement Letter or, if earlier, on the date the Company begins to perform the Services with the Client’s knowledge, and continues until the Services are completed or the Engagement is terminated in accordance with this clause 13.

13.2

Either party may terminate an Engagement for convenience on thirty days’ written notice to the other, except where the Engagement Letter specifies a fixed term or a different notice period.

13.3

Either party may terminate an Engagement with immediate effect by written notice if the other party:

(a)commits a material breach of the Engagement which is incapable of remedy, or which is capable of remedy and is not remedied within thirty days of written notice specifying the breach and requiring its remedy;
(b)fails to pay any sum due within thirty days of a written demand made after the due date;
(c)suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(d)is unable to pay its debts as they fall due, enters administration, liquidation, receivership, a company voluntary arrangement or any analogous process in any jurisdiction; or
(e)breaches clause 10.

13.4

The Company may terminate or suspend an Engagement with immediate effect, without liability, where:

(a)it is unable to complete or maintain client due diligence to its satisfaction;
(b)continuing to act would or might cause it to breach any law, regulation, sanctions measure or professional obligation;
(c)a conflict of interest arises that cannot properly be managed under clause 6;
(d)it forms a suspicion requiring a report under clause 10.9; or
(e)the relationship of trust and confidence between the parties has broken down, including where the Client requires the Company to act in a manner the Company considers improper.

13.5

On termination of an Engagement for any reason:

(a)the Client shall pay all Fees for Services performed and all Expenses incurred up to and including the date of termination, together with any Fees committed and unavoidably incurred by the Company in reliance on the Engagement, within thirty days of the Company’s final invoice;
(b)any success fee or milestone fee remains payable in accordance with clause 4.3 where the triggering event occurs within the tail period stated in the Engagement Letter;
(c)the Company shall deliver to the Client all completed Deliverables for which payment has been made, and shall return or, at the Client’s written direction, securely destroy Client Materials, subject to its right to retain one copy for regulatory, insurance and record-keeping purposes;
(d)each party shall cease to use the other’s Confidential Information except as permitted by clause 7; and
(e)all licences granted under clause 8 that are expressed to be perpetual survive, provided all sums due have been paid in full.

13.6

Termination does not affect any right, remedy, obligation or liability that has accrued as at the date of termination.

13.7

Clauses 1, 4.7, 5, 7, 8, 9, 10, 11, 12, 13.5 to 13.7, 15 and 16, and any other provision which by its nature is intended to survive, continue in force after termination.

14.Force majeure

14.1

Neither party shall be in breach of an Engagement, nor liable for any delay in performing or failure to perform any obligation under it, where that delay or failure results from an event beyond its reasonable control. Such events include act of God, flood, cyclone, earthquake, fire, epidemic or pandemic, war, armed conflict, terrorist attack, civil disorder, riot, general strike or other industrial action, the act or omission of a government or Relevant Authority, the imposition of sanctions or export controls, the revocation of a licence or consent, failure of public utilities, transport or telecommunications networks, and failure of internet or power infrastructure not attributable to the affected party.

14.2

A party affected by such an event shall notify the other in writing as soon as reasonably practicable, describing the event and its expected duration, and shall use reasonable endeavours to mitigate its effect and to resume performance.

14.3

Any timetable is extended by a period equal to the duration of the event. If the event continues for more than sixty consecutive days, either party may terminate the Engagement on fourteen days’ written notice, and clause 13.5 applies.

14.4

This clause does not excuse the Client from paying Fees and Expenses properly due in respect of Services performed before the event.

15.General provisions

15.1

Assignment. Neither party may assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under an Engagement without the prior written consent of the other, such consent not to be unreasonably withheld or delayed. The Company may, without consent, assign its rights to receive payment and may subcontract performance in accordance with clause 2.8.

15.2

Third party rights. Except as expressly provided in clause 12.7, a person who is not a party to an Engagement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. The consent of any third party is not required to vary or terminate an Engagement.

15.3

Entire agreement. The Engagement Letter together with these Terms of Business constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, proposals, understandings and representations, whether written or oral. Each party acknowledges that it has not relied on any statement, representation, assurance or warranty that is not set out in the Engagement Letter or these Terms of Business. Nothing in this clause limits liability for fraudulent misrepresentation.

15.4

Variation. No variation of an Engagement is effective unless it is in writing and signed by or on behalf of both parties. An exchange of emails between authorised representatives, each identifying the variation clearly, satisfies this requirement.

15.5

Waiver. No failure or delay in exercising a right or remedy operates as a waiver of it, and no single or partial exercise prevents any further exercise of that or any other right or remedy.

15.6

Severance. If any provision 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, and the deletion shall not affect the validity and enforceability of the rest of the Engagement.

15.7

No partnership. Nothing in an Engagement creates a partnership, joint venture, employment or agency relationship between the parties, and neither party has authority to bind the other save as expressly provided.

15.8

Notices. A notice given under an Engagement must be in writing and sent to the address or electronic address of the recipient set out in the Engagement Letter, or to such other address as that party notifies in writing. A notice is deemed received: if delivered by hand, on signature of a delivery receipt; if sent by pre-paid first class post within the United Kingdom, at nine in the morning on the second Business Day after posting; if sent by internationally recognised courier, on signature of a delivery receipt; and if sent by email, at the time of transmission or, where transmission occurs outside business hours, at nine in the morning on the next Business Day. Notice by email is not valid for the service of proceedings or for a notice of termination under clause 13.3 or 13.4.

15.9

Counterparts. An Engagement Letter may be executed in any number of counterparts, each of which when executed constitutes an original, and all of which together constitute one instrument. Electronic signature and exchange by email are effective.

15.10

Compliance and policies. The policies published in the legal register on this website, including the Anti-Bribery and Anti-Corruption Policy, the Anti-Money Laundering and Counter-Terrorist Financing Policy, the Conflicts of Interest Policy, the Sanctions and Export Controls Policy, the Modern Slavery and Human Trafficking Statement and the Complaints Handling Procedure, apply to every Engagement and are incorporated into it by reference. The Company complies with its obligations under the Modern Slavery Act 2015, the Equality Act 2010 and the Companies Act 2006.

16.Governing law and dispute resolution

16.1

Each Engagement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, including any non-contractual dispute or claim, is governed by and construed in accordance with the law of England and Wales.

16.2

The parties shall first attempt to resolve any dispute in good faith through direct discussion. A party wishing to invoke this clause shall give the other written notice describing the dispute, and senior representatives of each party with authority to settle shall meet, whether in person or remotely, within twenty-one days of that notice.

16.3

If the dispute is not resolved within thirty days of that meeting, the parties shall refer it to mediation under the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed, the mediator shall be nominated by CEDR, the mediation shall take place in London, and each party shall bear its own costs and an equal share of the mediator’s fees.

16.4

Neither party may commence court proceedings in relation to a dispute until it has attempted to settle that dispute by mediation and either the mediation has terminated or the other party has failed to participate. Nothing in this clause prevents a party from applying for interim or injunctive relief, from enforcing a judgment, or from taking any step necessary to avoid the expiry of a limitation period.

16.5

Subject to clauses 16.2 to 16.4, the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with an Engagement or its subject matter or formation, including any non-contractual dispute or claim.

16.6

Where an Engagement concerns a project, asset or counterparty in the People’s Republic of Bangladesh, the parties acknowledge that the local law of that jurisdiction may govern the underlying project documents, permits and land interests. That does not alter the law governing the Engagement itself, which remains as stated in clause 16.1.

16.7

A complaint about the Services should be raised in accordance with the Company’s Complaints Handling Procedure, through the enquiry form at fratresgroup.com/contact. Complaints are acknowledged within five Business Days and a substantive response is provided within twenty Business Days. Use of the complaints procedure does not affect either party’s rights under this clause 16.

Related policies

Terms & Conditions of Website UseThe terms on which visitors may access and use this website, including acceptable use, intellectual property and limitation of liability.FGL-LEG-01 Legal Disclaimer & Important NoticesThe nature and limits of the information published on this website, including the absence of any offer, inducement or regulated advice.FGL-LEG-02

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