TERMS & CONDITIONS OF BUSINESS
Authentic Management Limited
Registered in England No 10310516
Definitions
‘Authentic Management’ or ‘we’ or derivatives
The Company registered in the UK under the name Authentic Management Limited
‘Client’ or ‘you’ or derivatives
The addressees of the Engagement Letter, relating to reports, plans and other services
‘Engagement Letter’
The letter that incorporates the nature of the services rendered or to be rendered, the terms and conditions of
business and the fee proposals
‘Transaction’
The actual or proposed transaction or matter in connection with which the Services are to be provided
‘Services’
The services delivered or to be delivered to the client and which are the subject of the Engagement Letter
1. ENGAGEMENT TERMS
1.1 The work undertaken by Authentic Management Limited for a client shall be in accordance with the Engagement Letter, of which the Terms and Conditions of Business form an integral part, and shall include any subsequent written variation agreed by any one Director of Authentic Management and the Client. You or we may terminate the engagement at any time without penalty, other than any specific reference to fixed fees or termination fees set out in the Engagement letter. Termination shall be given in writing.
1.2 The Engagement Letter shall form the whole of the Agreement between us in relation to the subject matter therein referred. In addition, you warrant that in entering into the Engagement Letter you have not relied on any representation made by Authentic Management Limited except for any representation that is expressly set out in the Engagement Letter. The Engagement Letter shall be the definitive Agreement between us and overrides any previous discussion, correspondence or agreement between us in relation to the Services provided or to be provided.
2. FEES AND REMUNERATION
2.1 Our fees shall be based on the experience and expertise of the Director and staff utilised in the provision of the Services, and unless specifically agreed otherwise, e.g. results-based or success only fees, they will be based on variable hourly rates If the work is terminated by either party prior to completion, Authentic Management Limited shall be entitled to its fees incurred, by reference to the hours incurred in the provision of the Services, until the date of termination.
2.2 Expenses incurred, including travel and subsistence and goods and services purchased on behalf of the Client, shall be re-charged to you. Pre-approval levels may be stated in the Engagement Letter
2.3 All fees and expenses will be subject to VAT (or exempt from VAT) in accordance with the VAT regulations and guidelines.
2.4 Authentic Management Limited shall generally agree with the client when fees are payable and usually on presentation of an appropriate fee note to the client. Fees relating to the provision of non-executive directorships shall be payable monthly on the first day following the month of service and any non-executive directorship shall always be subject to three months notice prior to termination either way.
2.5 Fee estimates are provided in good faith but will not be contractually binding.
2.6 Authentic Management Limited shall be entitled to charge interest on any outstanding balances at the rate of 0.5% per month, or such other rate as shall be agreed.
2.7 Authentic Management Limited shall occasionally accept its remuneration by way of issue by the client to Authentic Management Limited, or its nominee, ordinary shares in the client company. The issue price of such ordinary shares shall be determined by reference to the middle market price of the shares, if listed on a recognised stock exchange or other public market, or by agreement, if unlisted. Authentic Management Limited may also accept ordinary share options or share warrants in lieu of fees.
3. CHANGE OF SCOPE OF WORK
3.1 The scope of work undertaken will be limited to the matters set out in the Engagement Letter.
3.2 The Services may, however, be changed before or during the provision of the Services and such changes shall be incorporated in an Amendment to the Engagement Letter. Authentic Management Limited shall be under no obligation to provide such additional services and if additional services are to be provided, Authentic Management Limited shall be entitled to an additional fee and a reasonable additional period in which to provide such services.
4. LIMITATION OF LIABILITY
4.1 You agree that the following provisions relating to the limitation of liability will govern the extent of Authentic Management’s liability for loss or damage you may suffer arising out of this engagement.
4.2 Authentic Management’s liability will be limited to the proportion of loss or damage which is just and equitable having regard to the extent of the Client’s own responsibility and that of any other party who may also be liable to the Client in respect of any loss.
4.3 Authentic Management’s aggregate liability in respect of all claims by all addressees of the Engagement Letter shall be limited to the amount specified, if any, in the Engagement Letter, or if no such amount is specified, to an amount not exceeding once times the fees specified in the Engagement Letter.
4.4 Where there is more than one Client, the limit of liability specified above will be allocated between the Clients and the allocation shall be entirely a matter for the Clients, save that the aggregate of all such allocations shall not exceed the limit applicable to clause 4.3 above.
4.5 Any claims must be formally commenced within 18 months 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 30 months after the cause of action. This provision expressly overrides any statutory provision that would otherwise apply.
5. STAFF
5.1 Without written approval, you will not offer employment to any member of Authentic Management Limited’s employees [‘Staff’] working on an engagement for you; nor will you use the services of any member of Staff, either independently or via a third party, for a period of five months following the end of any involvement by the individual concerned with any engagement. Breach of this condition will render you liable to pay liquidated damages equal to the equivalent of £25,000
5.2 Your obligations under 5.1 shall not apply to anyone who has responded to an advertisement for a position that is generally available to the public or any former employee not employed by Authentic Management Limited at the time of solicitation, nor has been during the previous sixty [60] days.
6. WORKING FOR OTHER PARTIES
6.1 The Services provided to a Client by Authentic Management Limited shall not be exclusive, in that nothing in the Engagement Letter shall prohibit, restrict or prevent Authentic Management from carrying on its business. In particular, Authentic Management reserves the right to act at any time for other clients who may be competitors of yours or in respect of whom issues of commercial conflict may arise.
7. CONFLICTS OF INTEREST
7.1 Authentic Management Limited 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 and if you become, aware of any potential conflict affecting the provision of our Services, you will notify us immediately.
7.2 Where a specific legal or ethical conflict, actual or potential is identified, and we believe we can implement appropriate and proper safeguards to protect your interests, we will notify you immediately and set out in writing the safeguards we suggest are implemented for you to approve. In any circumstances where your position cannot be safeguarded, the Services may be terminated without explanation in order to maintain confidentiality.
8. PUBLICITY
8.1 Authentic Management Limited is keen to enhance its reputation and therefore generally wishes to obtain publicity for work undertaken on behalf of its clients; such publicity could include internal and/or external publicity.
8.2 We shall always obtain your permission if we wish to publicise the work undertaken for you externally unless details of the work undertaken is already publicly available. Notwithstanding this condition we shall assume the right to use references in proposals or similar submissions made to other prospective clients unless you expressly prohibit such disclosure.
9. CONFIDENTIALITY
9.1 Subject to Clause 10 below, Authentic Management Limited and each Client shall at all times keep confidential and shall not use any confidential information, correspondence, reports, information, advice, or opinions obtained or given in connection with the Services or the Transaction.
9.2 Any transgression from this confidentiality, which may be necessary in undertaking the Services being provided, shall be only made with the written permission by either party, or if expressly set out in the Engagement Letter, or if required by law.
9.3 Authentic Management Limited accepts no responsibility to any other party who is shown or gains access to any confidential information, correspondence, reports, information, advice, or opinions obtained or given in connection with the provision of the Services.
9.4 You agree to accept responsibility for and to hold Authentic Management Limited harmless from any claim, including any claim for negligence, arising out of any unauthorised disclosure by the Client and other parties engaged by you, of correspondence, reports and opinions, whether provisional or final, given by Authentic Management Limited, whether in writing or otherwise. This undertaking will extend to the cost of defending any such claim including payment at our usual hourly charge-out rates for the time that we spend in defending it and you additionally undertake to keep confidential any methodologies and technologies used in carrying out the Services provided by Authentic Management Limited to you. Authentic Management retains copyright in all such material provided to you.
10. COMPULSORY DISCLOSURES
10.1 Clause 9 shall not prohibit disclosures required by law or by rules of any governmental or regulatory body or disclosures made for the purposes of pursuing any legitimate claims that you may have against Authentic Management Limited or we may have against you or other persons.
10.2 Clause 9 shall not prohibit the disclosure of any reports or letters provided in connection with the provision of Services where it is reasonably necessary, to insurers or others for the purposes of notifying, resolving or defending actual or potential disputes, nor will Clause 9 prohibit the disclosure of any information which is in the public domain or subsequently enters the public domain except as a result of a disclosure which is contrary to these provisions.
11. CONTINUATION OF OBLIGATONS
11.1 The provision of clauses 9 and 10 shall continue in full force and effect notwithstanding the termination of our appointment hereunder or the completion of the Services
12. INFORMATION RELATING TO THE PROVISION OF THE SERVICES
12.1 When requested by us, you accept responsibility for making available to us full access to, as and when required, all documents, information and assistance, IT systems and infrastructure that we may require for the purpose of undertaking the Services. You will ensure that all such information provided to us is complete and accurate.
12.2 You agree to grant us a free licence to use intellectual property rights to the extent necessary for the provision of Services.
12.3 You undertake to notify us promptly if anything occurs to render the information provided to be untrue, inaccurate or misleading.