Terms & Conditions

Definitions

For the purposes of these Terms:

• “MBFD Limited” refers to the service provider entering into the Contract.
• “Client” refers to the individual or business entity receiving the services.
• “Contract” means the agreement comprised of these Terms and the Client Engagement.
• “Client Engagement” refers to the written document that sets out the specific scope, deliverables, fees, and any timelines or special conditions agreed between the parties.
• “Commencement Date” means the date on which the Contract begins, as set out in the Client Engagement.
• “Consultant Work” refers to all reports, advice, documents, or deliverables produced by MBFD Limited during the provision of services.

1. Introduction

These Terms and Conditions (“Terms”) form part of the Contract between MBFD Limited and the Client. The Contract comprises these Terms and a separate written document called the Client Engagement, together with any appendices outlining the specific services, fees, timescales, and any additional terms agreed between the parties. By signing the Client Engagement, the Client agrees to be bound by these Terms and the Contract as a whole.

2. Scope of Services

The services provided under the Contract include, but are not limited to, strategic consultancy, leadership support, and operational financial guidance. MBFD Limited may, with the prior written consent of the Client, subcontract specific tasks or elements of the services to qualified external parties where it is in the interest of service delivery and efficiency.

All Consultant Work is provided solely for the internal use of the Client. MBFD Limited shall have no liability whatsoever for any use of such work outside the scope of the Contract, including any reliance placed upon it by third parties.

Additional services may also be provided as described in the Client Engagement or agreed in writing. Where such services fall under the definition of “relevant activities” for the purposes of the UK anti-money laundering (AML) regime, MBFD Limited is supervised by and registered with HM Revenue & Customs (HMRC) for AML compliance.

3. Engagement and Duration

3.1 Initial Term: The Contract will commence on the Commencement Date and continue for the period specified in the Client Engagement.

3.2 Client Termination: The Client may only serve notice to terminate the Contract after the Initial Term has been completed.

3.3 Notice Period: Following the Initial Term, either party may terminate the Contract with three (3) months’ written notice.

3.4 Immediate Termination: MBFD Limited may terminate the Contract immediately if the Client: - Fails to pay within 30 days of an invoice due date; - Engages in unethical or illegal conduct; or - Materially breaches the Contract.

4. Fees and Payment

4.1 Fees are as set out in the Client Engagement.

4.2 Invoices are payable within 14 days of the invoice date, unless stated otherwise in the Client Engagement.

4.3 Late payments may incur statutory interest as permitted by the Late Payment of Commercial Debts (Interest) Act 1998.

5. Independent Contractor Status

5.1 MBFD Limited and its consultants are engaged as independent contractors and are not employees, partners, or agents of the Client.

5.2 MBFD Limited retains control over how the services are performed, provided they meet the agreed deliverables and timelines.

6. Client Obligations

6.1 The Client agrees to provide all necessary access to information, personnel, and resources to allow performance of the services as described in the Client Engagement.

6.2 The Client is responsible for the accuracy and completeness of the information provided.

7. Confidentiality

7.1 Both parties shall maintain the confidentiality of information obtained under the Contract and shall not disclose it to third parties without written consent or legal obligation.

7.2 This obligation continues after termination of the Contract.

8. Data Protection and GDPR

8.1 MBFD Limited complies with the UK General Data Protection Regulation (UK GDPR) and other applicable data protection laws.

8.2 In the performance of services under the Contract, MBFD Limited acts as a data processor and the Client remains the data controller.

8.3 MBFD Limited shall process personal data only as instructed in writing by the Client and solely for the purposes set out in the Contract.

8.4 Appropriate technical and organisational measures will be implemented to safeguard any personal data processed.

8.5 Upon termination of the Contract, personal data will be returned or securely deleted unless required to be retained by law.

9. Intellectual Property

9.1 Unless otherwise specified in the Contract, all intellectual property developed by MBFD Limited in the course of performing services shall remain the property of MBFD Limited.

9.2 The Client is granted a non-exclusive, non-transferable licence to use deliverables solely for its internal business purposes.

10. Liability

10.1 Limitation of Liability: MBFD Limited’s total liability under the Contract will not exceed the total fees paid in the preceding 3 months.

10.2 MBFD Limited shall not be liable for indirect, special or consequential loss, including loss of profits or business interruption.

10.3 Indemnity: The Client agrees to indemnify the MBFD Limited against all claims, liabilities, and expenses arising from: - Misrepresentation of financial data provided by the Client; - Unauthorised use of Consultant Work beyond the agreed scope.

11. Force Majeure

11.1 Neither party shall be liable for failure to perform its obligations under the Contract due to circumstances beyond its reasonable control.

12. Governing Law and Jurisdiction

12.1 The Contract shall be governed by and construed in accordance with the laws of England and Wales.

12.2 Any dispute arising shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. Notices

13.1 Any notice given under or in connection with the Contract must be in writing and delivered by email to the receiving party’s email address as set out in the Contract or otherwise agreed in writing between the parties.

13.2 Notices sent by email shall be deemed received when the email is shown to have been sent, provided no bounce-back or error message is received.

14. General Provisions

14.1 Amendments: Amendments must be in writing and agreed upon by both parties.

14.2 Assignment: The Client may not assign or transfer their rights without MBFD Limited’s prior written consent.

14.3 Severability: If any clause is deemed unenforceable, the remaining clauses remain effective.