Consulting Terms & Conditions — Rev 29

1.0 Parties and application

FRAIMD Limited (company number 16369746), registered at Wellesley House, 204 London Road, Waterlooville, Hampshire, England, PO7 7AN (trading as Fraimd Consulting) provides services to business clients only. These terms apply when incorporated into a proposal, statement of work (SOW) or other written engagement accepted by both parties. The client is the business identified in that document. Where a signed SOW conflicts with these terms, the SOW prevails for that engagement.

2.0 Scope and standard of care

The SOW will describe services, deliverables, assumptions, timing, fees, responsibilities and agreed milestones. FRAIMD will exercise reasonable care and skill. Advice is based on the agreed scope and information reasonably available. Unless expressly agreed, FRAIMD does not provide legal, regulated financial, tax or statutory audit advice, certification or guarantees of particular business outcomes. FRAIMD provides advice and support, not delegated decision-making or operational control, unless a signed SOW expressly specifies the authority, safeguards and responsibilities involved. The client retains responsibility for its decisions, approvals, implementation and regulatory obligations. Directorships, non-executive director appointments and statutory office-holder roles require separate appointment terms and are not governed solely by these consulting terms.

3.0 Deliverable review and acceptance

Where the SOW identifies formal deliverables, the client will review them within 10 business days of delivery, or the period stated in the SOW, and notify FRAIMD of any material failure to meet the agreed specifications with reasonable detail. FRAIMD will have a reasonable opportunity to correct a substantiated failure. Silence does not waive statutory rights or excuse a failure to exercise reasonable care and skill. Acceptance arrangements do not apply to ongoing advisory conversations unless expressly agreed.

4.0 Client responsibilities and changes

The client will provide accurate information, timely decisions, appropriate personnel and authorised access needed for the work. Access to systems or confidential data is subject to the client’s security policies and agreed permissions. Changes to scope, timetable, deliverables or fees must be agreed in writing, including by email.

5.0 Fees and payment

Engagements may be charged at agreed daily rates or a fixed project fee, as specified in the SOW. Daily-rate billing arrangements and fixed-fee milestones will be set out there. Invoices are payable within 14 calendar days of invoice date unless otherwise agreed in writing. VAT, if applicable, will be charged at the prevailing rate and identified on the invoice; the parties should confirm FRAIMD’s VAT status when contracting. Reasonable travel and other expenses are charged separately only where approved in advance. Genuine invoice disputes should be raised promptly and undisputed amounts paid on time. Statutory interest and recovery charges may apply to qualifying late commercial payments. FRAIMD may suspend services for materially overdue undisputed sums after reasonable written notice.

6.0 Confidentiality

Each party must keep the other’s confidential business and technical information secure, use it only for the engagement and share it only with authorised persons who need to know. Exceptions apply to information lawfully public, already known without restriction, independently developed, received lawfully from another source, or required to be disclosed by law. Confidentiality obligations continue after the engagement ends.

7.0 Data protection and system access

The parties will comply with applicable UK data protection law. Where FRAIMD processes personal data on the client’s behalf as a processor, the parties will agree a separate data processing agreement containing the legally required provisions before that processing starts. The client will specify authorised access, security controls, incident reporting arrangements and any additional requirements for sensitive systems or information. FRAIMD will not access systems or information outside the agreed authority.

8.0 Intellectual property

Each party retains ownership of its pre-existing materials, templates, methods, tools and know-how. Subject to payment of sums due, the client receives a perpetual, non-exclusive licence to use final deliverables created for the engagement for its own internal business purposes, unless the SOW agrees different rights. Third-party materials remain subject to their own licences. FRAIMD may use general knowledge and experience gained during an engagement without disclosing client confidential information.

9.0 Third-party reliance

Deliverables and advice are prepared solely for the client for the purposes specified in the SOW. No third party may rely on them without FRAIMD’s prior written consent. The client must not represent that FRAIMD has approved third-party use or reliance.

10.0 Liability

Nothing limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot legally be limited. Subject to those exceptions and applicable law, FRAIMD’s total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is capped at the total fees paid or payable under that engagement. The parties acknowledge that this allocation of risk must satisfy any applicable statutory reasonableness requirement. The SOW may agree a different cap, specific exclusions or enhanced cover after considering the engagement’s risks, fees and available insurance. Neither party may rely on a contractual limitation where doing so would be unlawful.

11.0 Insurance

FRAIMD will maintain such professional indemnity and other business insurance as it considers appropriate to the agreed services and will provide evidence of cover on reasonable request. Any minimum insurance limits or special policy requirements must be agreed in the SOW before work begins. Insurance cover does not itself increase any agreed contractual liability cap.

12.0 Independence and conflicts of interest

FRAIMD may provide services to other organisations, including those operating in the same sector, provided it protects confidential information and complies with any agreed exclusivity obligations. FRAIMD will disclose material actual conflicts of interest identified in connection with an engagement and discuss reasonable measures to manage them. FRAIMD is not required to disclose another client’s confidential information.

13.0 Subcontractors and specialist support

FRAIMD may use suitably qualified personnel or subcontractors to perform services while remaining responsible for their contractual performance. FRAIMD will ensure appropriate confidentiality and security obligations apply. Any client approval, personnel restrictions or security clearance requirements must be specified in the SOW. No sub-processor may be appointed for personal data processed on the client’s behalf except in accordance with the applicable data processing agreement and data protection law.

14.0 Compliance and security

Each party will comply with applicable anti-bribery, anti-corruption and sanctions laws in performing the engagement. FRAIMD will follow agreed information security requirements notified before access is granted. The SOW or a security schedule will specify incident notification contacts, applicable reporting times, access restrictions and any additional requirements for sensitive environments. Each party will promptly inform the other of a security incident affecting engagement information in accordance with those agreed arrangements and applicable law.

15.0 Engagement status and tax

Unless the SOW expressly agrees otherwise, FRAIMD acts as an independent supplier and neither party creates an employment, agency, partnership or joint venture relationship. The parties will cooperate with any applicable employment status or off-payroll working assessment; a contractual label does not determine tax status. Any interim executive role, appointment as a director or statutory office-holder position must be documented separately.

16.0 Duration and termination

For an ongoing engagement, either party may terminate on 30 days’ written notice unless the SOW states otherwise. A fixed-fee project may have specific milestones and termination arrangements in its SOW. Either party may terminate for material breach not remedied within 14 days of written notice identifying the breach, or where immediate termination is legally justified. On termination the client must pay for services properly delivered up to the termination date and reasonable, previously authorised, non-cancellable commitments. Accrued rights and provisions intended to survive termination continue.

17.0 Notices

Formal notices should be sent to compliance@fraimd.co.uk, with a copy to any project contact named in the SOW. FRAIMD’s postal address is Wellesley House, 204 London Road, Waterlooville, Hampshire, England, PO7 7AN. Notices to the client should use the address or email identified in the SOW. Email notices are effective when received, excluding automated delivery failures.

18.0 General

Neither party may bind the other without written authority. Neither is responsible for delay due to events beyond its reasonable control, provided it gives notice and takes reasonable mitigation steps. Changes to these terms must be agreed in writing. If a provision is unenforceable, the remainder remains effective. English and Welsh law governs these terms, and the courts of England and Wales have jurisdiction, subject to mandatory applicable law.