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E2E
52 Grosvenor Gardens
London
SW1W 0AU
Copyright © E2Exchange – All Rights Reserved
E2E ENTERPRISE TERMS & CONDITIONS OF BUSINESS
Definitions:
“Annual Renewal Date” means the date 12 months after a Member has signed up to Premium Membership of E2E. “Member” means the contracting party for whom Work is performed by E2E.
“Deliverable” means any advice, document, report, or data or produced or provided pursuant to the Work as outlined in the
Proposal.
“Information” means all documents, information and assistance, IT systems and infrastructure that may be required in
providing the Services.
“E2E” means E2E Enterprise Limited, whose address is: 52 Grosvenor Gardens, London, SW1W 0AU, company number
10582350.
“Premium Membership” means the provision by E2E of services it has procured for the benefit of the Member, to include use of E2E partner’s offices, free legal/tax consultations, discounts on partner offerings, and personal benefits. “Premium Membership Fee” means the sum of £300 + VAT per annum, charged once per annum.
“Proposal” means the written document (e-mail, or hard form document) in which E2E offers to carry out Work for The Member, in return for remuneration.
“Services” means the Services delivered to the Member by E2E which are the subject of the Proposal.
“Work” means the scope of work and set of rates and associated budget estimate, or lump sum price detailed in E2E’s Proposal or engagement letter/contract, across any or all of E2E’s service verticals.
- All work undertaken by E2E for the Member will be in accordance with the Proposal, of which these Terms and Conditions form an integral part. If there is any subsequent variation to these terms, it will only be valid if (a) in writing, and (b) if authorised by a representative of E2E who has the authorisation to agree to any such variation. If for whatever reason a Proposal does not happen, then E2E will treat the fact that you have instructed us to commence the Work on this assignment as a deemed agreement.
2. The Proposal forms the whole agreement between us and supersedes any prior discussions, agreements or correspondence between us in relation to the Work.
3. Any amendment to the Terms and Conditions shall only be made by way of specific reference to the relevant clause in the Terms and Conditions. If there is any conflict or perceived conflict between the Proposal and the Terms and Conditions, then the terms of the Proposal shall prevail.
4. If there is more than one addressee to whom the Proposal is addressed, then each and every addressee shall have several obligations, and shall not be responsible or be liable for the actions of the other.
5. E2E or the Member shall be able to terminate the Work assignment that has been agreed by written notice, at any time without penalty. However, if the work is terminated by the Member prior to the completion of the Work, then E2E shall be entitled to charge its fees, expenses, disbursements and VAT up until the date of termination.
6. If the Member terminates their Premium Membership before the Annual Renewal Date, they shall be immediately charged with any remaining Premium Membership Fee due to E2E for the year in question since they signed up to become a Member. Such charge by E2E will be levied onto the credit or debit card, or company bank account, the Member used to sign up to the E2E Premium Membership or it shall be levied by way of invoice if any credit or debit card or bank account shall have been blocked at source by the Member.
7. The Premium Membership fee shall automatically be renewed at each Annual Renewal Date, unless the Member provides to E2E 30 days of advance notice of termination of such Premium Membership prior to any Annual Renewal Date.
8. The terms of the Proposal will apply to any Services whether such Services were performed or provided before or after the signing of the Proposal.
9. The Member must ensure that E2E is fully briefed and provided with all necessary documentation and equipment so as to be able to perform the Work.
10. If the Member wishes to engage E2E in any additional Services over and above those contained in the Proposal, then we shall be delighted to discuss those with you. We ask that you discuss these with us at the earliest opportunity so we can evaluate the Services we can provide and the fees for doing so, before committing to contractually providing those Services to you, and the timeframe within which we will provide them to you.
11. We may in the course of delivery of the Services, assist you with exempt regulated activities that are incidental to the Services.
12. If, during the provision of the Services, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority (“FCA”), as we are not. We may be able to, in some limited circumstances, be able to provide a limited amount of investment services, but only if they are incidental to the Services.
13. Unless specifically agreed by the parties in a Proposal, E2E fees shall be charged on an hourly rate basis.
14. Expenses incurred, including travel and subsistence, and goods and services purchased on the Member’s behalf, will be re-charged to you.
15. It is E2E’s intention and policy to agree in every case, with the Member a billing policy, whether the Work is a one off, non recurring, or regular retainers, monthly assignments or continuous. In the absence of anything to the contrary in the Proposal, E2E will expect to charge £1,000 per month of its proposed fee for one off and non-recurring work at the outset and on signing of the Proposal, with the remaining fee to be charged at completion of our Services. For all other Work, our fees shall be charged on a monthly basis, and wherever possible, the monthly fee shall represent the total fee payable/divided by the time taken (or estimated) to complete the Work.
16. All fees and expenses will be subject to VAT (or exempt from VAT where relevant) in accordance with VAT regulations and guidance.
17. Time shall be of the essence in terms of payment of E2E fees by the Member, and the Member agrees to pay promptly all sums due under the Proposal. After 30 days if the Member has not paid the invoice, E2E will be entitled to a charge of 8% over the base rate for the time being of HSBC Bank Plc for all outstanding amounts.
18. If The Member disputes any part of an invoice, The Member will pay the undisputed portion of the invoice without delay.
19. If The Member fails to pay an invoice within 14 days of the due date, E2E reserves the right to suspend the Work until the outstanding amount together with interest thereon has been received. No liability will be accepted by E2E for any direct or indirect loss, damage or consequential loss, delay or disruption, however suffered by virtue of the suspension of the Work in accordance with this clause.
20. E2E may terminate the Work in the event of a material default provided that written notice is provided first and that The Member agrees that it is a material default. The material default must have continued unremediated for 30 days after written notification by E2E. Thereafter E2E and the Member agree that in the event that the fee remains unpaid for a period of 90 days after it is due E2E can move to secure a voluntary charge against an individual’s property (where the Member is an individual or group of individuals), or secure a voluntary charge against a company’s property (where the Member is a corporate entity), in both instances such charge shall be for the amount as is due (and interest arising thereon as set out in clause 17, and any associated legal costs of obtaining said charge).
21. The Member will be liable for any fees up to the date of termination. An additional charge will be made in agreement with The Member as compensation for the recovery of costs for the demobilisation and re-assignment of personnel and equipment and any associated loss of profit.
22. Fee estimates given by E2E are given in good faith but will not be contractually binding.
23. In the event that E2E is held to be liable for negligence, breach of trust, default or breach of duty occurring whilst performing the Services, the maximum aggregate liability shall be limited to £1million or if a lesser amount is mentioned in the Proposal, then the lesser amount shall apply.
24. If a third party has been the cause of (partially or wholly) the loss to the Member, and that third party can be added as a party or witness to ay relevant proceedings, and/or where the Member’s actions or omissions have caused or partly been responsible for the liability, then E2E’s liability shall be reduced and limited to the amount that is just and reasonable under the circumstances. In determining to what extent, the third party is liable no regard shall be had to the ability of that third party to pay, in any way shape or form whatsoever.
25. In the event that proceedings are issued then neither E2E nor the Member shall unreasonably resist the joinder to the proceedings or the calling as a witness in the proceedings of any responsible third party. For the avoidance of doubt a third party may be any of: a director or employee of the Member, persons associated with the Member, persons who have provided finance or services to the Member, including other professionals, and any government or regulatory body where such body is in breach of duty, whether statutory or otherwise, and irrespective of whether such authority or body has any statutory immunity from liability for damages.
26. If the effect of clauses 23 and 24 was such that E2E’ liability was reduced to a level below which would be deemed fair and reasonable, then this clause shall have effect as if it limited E2E’s liability to such amount as is fair and reasonable.
27. E2E shall only be liable once to the Member party for any such loss arising, and any claim brought by the Member that may be brought at some point in the future, will either be invalid, or if ruled valid, then any monies that may have been paid out already at that stage shall be taken into account and reduce any subsequent liability that may be found to have existed.
28. Where there is more than one Member party the limit of liability specified above will have to be allocated between the Member parties. It is agreed that such allocation will be entirely a matter for the Member parties, provided always that if (for whatever reason) no such allocation is agreed, no Member party shall dispute the validity, enforceability or operation of the limit of liability on the ground that no such allocation was agreed. For the avoidance of doubt the aggregate of all such allocations shall not exceed the limit applicable pursuant to clause 23 above.
29. Any claims must be formally commenced within 2 years after the party bringing the claim becomes aware (or ought reasonably to have become aware) of the facts which give rise to the action and in any event no later than three years after the cause of action arises. This provision expressly overrides any statutory provision which may apply otherwise.
30. Except as expressly provided for in the Proposal, no person other than the Member may enforce the Proposal by virtue of the Contracts (Rights of Third Parties) Act 1999 (“the Act”). Notwithstanding any benefits or rights conferred by the Proposal on any third party by virtue of the Act, the parties to the Proposal may agree to vary or rescind the Proposal without any third party’s consent.
31. These provisions do not apply to (a) death or personal injury, (b) loss and damage arising from fraud or wilful default on our part, and (c) any other situations in which the limitation of our liability is prohibited by law.
32. Details of our professional indemnity insurance, can be viewed by requesting a copy from us.
33. The functions and Services that E2E undertakes on behalf of the Member shall not be exclusive in that nothing in the Proposal shall prevent or restrict E2E from carrying on is profession or business. In particular E2E reserves the right to act at any time for other Members who may be competitors of yours or in respect of whom issues of commercial conflict may arise.
34. In accordance with relevant ethical requirements, we have put in place procedures to identify situations where a specific legal or ethical conflict of interest may arise. However, we cannot be certain that our procedures will identify all such situations, partly because we may find it difficult to judge what you might deem to be a conflict. If you are aware of, or become aware of, any potential conflict affecting the provision of our Services, you will notify us immediately.
35. Where a specific legal or ethical conflict, actual or potential is identified, and we believe that implementing appropriate procedures can properly safeguard your interests, we will promptly notify you (subject to any confidentiality issues as set out in clauses 35 and 36) and explain the safeguards to be implemented and obtain your consent to their implementation. There may however be circumstances where we consider that your position cannot be safeguarded and in such circumstances, the Services may be terminated. In order to maintain confidentiality, we may not be able to explain all the reasons for terminating the Services.
36. Once the subject matter of the Proposal is in the public domain (or we agree otherwise in writing), E2E may – at its own expense – place advertisements or make reference on the E2E website or distribute other marketing materials (in each case using the Member’s name and in the case of the Member being a corporate – use the Member’s logo), describing our role in the assignment.
37. Subject to compulsory disclosures (see clauses 37 and 38 below), E2E and the Member shall use their reasonable endeavours to procure that their directors, employees, officers or agents, contractors and partners, shall at all times keep confidential and shall not use, except in connection with the performance of the Services or otherwise as reasonably necessary for the purposes of the Work or as expressly stated in the Engagement Letter or subsequently agreed to in writing or as otherwise required or permitted or permissible in law, and Deliverables and information obtained or given in connection with the Services or Work (together “permitted Disclosure”). Each party is solely responsible for ensuring the proper presentation of any Permitted Disclosure.
38. E2E and each Member party accept no liability to any other party who is shown or gains access to any Deliverables or information. On the basis as set out in Clause 4 above, E2E and each Member party agree to accept responsibility for and hold the other party and their agents harmless from any claim (including any claim for negligence) arising out of any un- authorised disclosure by E2E or the Member parties and others engaged by them, of Deliverables or information. This undertaking will extend to the cost of defending any such claim. The Member also agrees to keep confidential any methodologies and technology used to carry out the Services. E2E retains the copyright and any other IP right in relation to the material provided to the Member.
39. Clauses 35 and 36 shall not prohibit disclosures required by law or by the rules of any governmental or regulatory body or disclosures made for the purposes of pursuing any legitimate claims that you may have against E2E or (as the case may be) we may have against the Member or other persons.
40. Clauses 35 and 36 shall not prohibit the disclosure of any information or Deliverables where it is reasonably necessary for the purposes of (1) notifying insurers concerning any actual or potential dispute relating to the Services, (2) resolving any actual or potential dispute relating to the Services or (3) in connection with any defence advanced in any proceedings in any jurisdiction. Clauses 35 and 36 shall also not prohibit the disclosure of any information which is within the public domain, or which is obtained from a third party who is entitled to disclose it publicly, and shall cease to apply to any
information which subsequently enters the public domain except as a result of a disclosure which is contrary to these provisions.
41. The provisions of clauses 35-38 shall continue in force and effect notwithstanding the termination of our appointment hereunder or the completion of the Services.
42. You accept responsibility for making available to us and/or granting full access to, as and when required, all relevant information. The Member will ensure that all information is complete and accurate.
43. The Member agrees to grant E2E a royalty free licence to use the Member’s intellectual property rights to the extent necessary for the provision of the Services. Such licence shall expire automatically upon termination of this agreement provided that such termination will not require E2E to return any information provided to us in connection with the provision of the Services.
44. To the extent that the information is not in your control or possession, you will use your best endeavours to procure that the required information is made available to us.
45. You undertake to notify us promptly if anything occurs within a reasonable time after information has been provided to E2E to render any such information untrue, unfair, or misleading. You also undertake (if required by E2E) to take all reasonable steps to correct any document, announcement, or communication issued, containing, referring to or based upon any such information. We shall not e obliged to disclose to the Member, nor to take into account in providing the Services, any information if to do so might breach obligations owed to any other persons or the rules of any governmental or regulatory authorities.
46. In relation to the provision of the Services, it may be necessary or desirable to instruct other professional advisers. You shall be responsible for the appointment of such other professional advisers and for their fees and expenses. Where other professional advisers are appointed E2E will place reliance on their opinion and we will refer to their opinion and our reliance upon it in any Deliverables as appropriate.
47. E2E shall have no liability for the non-delivery or non-performance of such other professional advisers (other than our express agents). Additionally, E2E shall not be liable for the acts, omissions, misrepresentation or error of any third party supplier introduced by us.
48. E2E’s work will not be an audit of any figures provided to us, and E2E will not seek to verify the accuracy of the information provided to us. In many cases E2E will accept the explanation and assurances it receives from the directors, officers, and employees of the Member entity subject to this engagement. E2E will however satisfy itself that the information is consistent with other information provided to it. E2E may request written confirmation from relevant persons that such information provided to us is complete and accurate and that any Deliverables are factually accurate and contain all matters of significance within the scope of the Engagement Letter.
49. In relation to information technology systems, E2E makes no representation or warranty that its advice is complete or that any action the Member may take or may not take as a consequence of our advice will result in the functionality and/or performance of the Member’s information technology systems.
50. E2E will not be responsible for detecting fraud or misrepresentation (whether by the Member party, its management employees or third parties). E2E will, subject to its legal obligations, without accepting any liability for doing so, inform the Member party if it becomes aware of fraud.
51. E2E will not be responsible for any consequences of any deficiencies in information provided in the course of our provision of the Services.
52. E2E work and findings shall not in any way constitute recommendations regarding the completion of the Proposal. The Member is responsible for determining whether the scope of E2E’s work is sufficient for the Member’s purposes in the context of your wider investigations and due diligence.
53. Each party will ensure that it has and/or shall obtain all authorisations, consents and approvals of any governmental or other regulatory body or authority as are necessary to enable it to engage in the transaction and carry on the activities in respect of which the Services are provided. Each party will ensure that it, together with all its directors, officers, employees and agents will at all times comply with all applicable legal and regulatory provisions of which it is, or should reasonably be, aware in any jurisdiction including the United Kingdom, to the extent applicable.
54. We shall keep you informed on the progress of E2E’s work and give warning to all matters that we consider to be of significance to you and, where appropriate, your advisers as they arise during the course of E2E’s work.
55. Where draft Deliverables are produced, they are not held out to be final pieces of advice or the final Services. As a consequence, E2E shall not be liable for any loss or liability to the Member for any draft Deliverables.
56. E2E and the Member agree to communicate electronically over the internet, including e-mail communications. Each party shall be responsible for protecting its own systems and interests and neither party shall be responsible to the other on any basis (contract, tort or otherwise) for any loss, damage or omission in anyway arising from the use of electronic data (including e-mail) as a form of communication. Nothing in this clause shall exclude any liability arising from the negligent addressing and transmission of an e-mail to an incorrect party.
57. All correspondence and papers in our possession or control and generated for our internal purposes (including our working papers) or addressed to us relating to the Services or the subject matter of the Services shall be our sole property. We retain all copyright and the intellectual property rights in everything developed by E2E either before or during the course of the provision of the Services, including rights in all Deliverables.
58. Files and other papers, electronic or otherwise, relating to the Member matters, including certain documents that may legally belong to you, will be stored for such time as we judge reasonable or for such time as we are required by law to do so, but in any event for a period not less than six years, after which time we may destroy them without further reference to the Member.
59. E2E will discuss with the Member the nature and timing of the programme of work it intends to carry out and the most effective way of implementing it. Deadlines for completing the various aspects of our work will be agreed following such consultation. The timetable for completion of the Services assumes that the information E2E requires to carry out its work will be made available in good order on a timely basis.
60. Where E2E holds any Member money for any reason, interest will be paid on that Member money at a rate no less than that applicable to small deposits subject to the minimum period of notice of withdrawal.
61. Neither E2E nor the Member will be liable to the other for any delay or failure to fulfil obligations caused by circumstances outside E2E’s reasonable control.
62. Neither the Member nor E2E may transfer nor assign any rights or obligations under the Proposal without the prior written consent of the other party.
63. Notwithstanding Clause 60 E2E may use appropriate sub-contractors where it is considered appropriate to do so in connection with the provision of the Services and the Member hereby authorises us to release such information as we consider necessary to enable any such sub-contractors to perform the tasks requested of them. For the avoidance of doubt, no use of sub-contractors will affect our duties or obligations to you under the Proposal in any way and Clauses 44 and 45 shall not apply in relation to any such use of sub-contractors.
64. If at any time you wish to discuss with us how E2E’s Services to you could be improved or if you are dissatisfied with the Services you are receiving, please let us know. E2E undertake to look carefully and promptly into any complaint and to do all we can to explain the position to you. If we have given you a less than satisfactory service, we would like the opportunity to put it right. Ultimately, if you wish to take up matters with our CEO, Shalini Khemka, please feel free to do so.
65. Under the Data Protection Act 1998, certain information provided to E2E by the Member may not be disclosed to us to any third party without the Member’s written consent. There may be circumstances where you may require services provided by third parties. For these purposes, you hereby authorise E2E to release such information as may be necessary for that third party to deliver such services to you.
66. Otherwise, we agree that in relation to any personal data you may provide to E2E in the course of our work, we shall act as data processors and shall process such data in accordance with your instructions and keep such information confidential and secure.
67. In signing the Proposal or by signing up to a Premium Membership the Member also confirms that it/they are willing to receive unsolicited marketing material from E2E. Please contact your engagement Director at E2E should you not wish to receive any such materials.
- For the avoidance of doubt, if during any type of event or meeting arranged by E2E, a Member of E2E makes a connection with another Member, Investor, Non-Executive Director or any guest to the event, this will be considered as an introduction from E2E.
70.This Proposal will be subject to the law of the country in the UK in which the engagement director resides, as identified in the Proposal unless we agree with you that any other law should apply. The applicable courts shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Proposal and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in these courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.
71. If any provision in these Terms and Conditions is or becomes invalid, illegal or unenforceable in any respect the remaining parts will remain in force and will not in any way be impaired.
72. The Member agrees not to solicit, either directly or indirectly (including by way of headhunter, employment agency, press advertisement or through related companies), any employee of E2E for the purpose of offering them full time, part time, temporary, or contract employment of any kind. In the event the Member offers employment to any member of E2E’s staff, and that employee chooses to leave E2E as a result of the offer received, the Member agrees to pay to E2E a sum which is the greater of £50,000 or 20% of the total employment cost of that member of staff. This condition shall remain in full force both during and for a period of six months after the end of the most recent contract with the Member and applies to all E2E staff whether involved in contracts with the Member or not. Upon receipt of the employee’s resignation, E2E will issue an invoice to the Member and that invoice will be paid in accordance with E2E’s standard terms and conditions.
E2E T&C July 2022