“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
“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
“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.
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.
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