Alembic Strategy Limited's terms of business and general terms and conditions

COMMENCEMENT DATE

These Terms of Business and the letter of engagement come into effect on the date you receive them from us. If you do not return a copy, signed as requested, but continue to act in a manner indicative of acceptance, we will assume that you have accepted the terms and conditions set out below and they shall apply in all respects to the assignment identified in the letter of engagement.

ALEMBIC STRATEGY

Your engagement is with Alembic Strategy Limited (‘Alembic Strategy’) as stated in the accompanying engagement letter. Alembic Strategy is referred to as “we” or “us” in this document.

Alembic Strategy’s registered office address is 2 Leman Street, London, E1W 9US.

We may at our discretion, delegate or outsource the work required of us to other persons as we determine appropriate and you consent to such an arrangement and the file and information sharing required in such circumstances. In the event we do so delegate or outsource, the business or individual carrying out the work will do so as our agent and we will retain responsibility for the performance of the services provided to you and these terms and conditions will continue to apply between us. As part of our quality control procedures, it is possible that our files on your affairs might be reviewed by a person not connected with the group. Any person to whom we outsource work and any such reviewer would be bound by us to the same confidentiality and other ethical guidelines which we follow.

Occasionally, we may at your request and at short notice perform work, the scope of which has not been set out in writing, without the opportunity to research or discuss the matter fully. Work performed in such circumstances is therefore limited and should only be relied on by you where it is not critical to your planning. You should make it clear if you require such advice to be re-considered without time pressure and confirm this in writing or otherwise. In such circumstances, these Terms of Business shall apply.

PROVISION OF SERVICES

Where we become aware of a conflict of interest, or potential conflict, we will notify you accordingly and advise of safeguards that we can put into effect. Where we are unable to apply suitable safeguards we will notify you of the fact and provide sufficient detail to enable you to take an informed decision with respect to the services in the context of which the conflict of interest arises.

You agree that we do not have a duty to disclose any matter which comes to our notice in the course of our business if doing so would constitute a breach of duty owed to other persons or entities.

INFORMATION AND DOCUMENTS

We must have access to all the information that we need to carry out our responsibilities, including all documents prepared by third parties. You therefore agree to provide us promptly with all information and documents which appear to you to be relevant to your affairs and any other information or documents that we specifically request. We will endeavour to ensure that all reports are prepared within agreed deadlines. If such deadlines are not suitable, new deadlines must be communicated clearly and within a reasonable time period.

If our performance of our duties under this contract is prevented or delayed by any act or omission by you, or by a failure by you to perform any relevant obligations:

1.  We shall without limiting our other rights or remedies have the right to suspend performance of the services until you remedy the default and to rely on the default to relieve us from the performance of any of our obligations to the extent your default prevents or delays our performance of our obligations.
2. We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay in performing our obligations as set out in this clause.
3. You will reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your default.

DATA PROTECTION AND RECORDS

We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, complete transactions on your behalf and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance.

In doing so we will comply with the General Data Protection Regulation 2016 (“GDPR”). Details of how we use your information are contained in our Privacy Notice available on our website at https://www.alembicstrategy.com/legal-policies/

ELECTRONIC COMMUNICATION AND PUBLICATION OF DOCUMENTS

Electronic communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an email without obtaining written confirmation of it.

We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication. It is the responsibility of the recipient to carry out a virus check on all attachments received.

MONEY LAUNDERING REGULATIONS 2007

We are required by the Proceeds of Crime Act 2002 and Money Laundering Regulations 2007 to maintain identification procedures and records of identification for all new clients and report, in accordance with the relevant legislation and regulations, to the National Crime Agency. We may, to comply with Money Laundering Regulations, verify your identity using electronic means.

OUR CHARGES

Our fees are based upon an appraisal of the value of the professional advice and services rendered, giving appropriate consideration in each case to:

•  The time and labour required and experience of those performing the services;
• The complexity and difficulty of the issues raised and the skills required;
• The urgency with which we were instructed to deal with the matter (in particular, the necessity to work outside normal hours may lead to increased fees);
• The contribution made, responsibility assumed, amount involved and results achieved;
• The amount and complexity of material processed, prepared and reviewed;
• Where and when the work was carried out;
• Any extraordinary efforts required to meet special constraints or other requirements imposed by you or the circumstances;
• Any estimate of fees previously given by us, budget or cap agreed by us with you;
• The effect of any changes in the scope of the assignment; and
• Your views.

Our objective is to charge fees which are fair, reasonable, competitive and provide value for money. The determination of a fee requires an evaluation of all the factors mentioned above. Fees will be applied for during the course of our work, at our discretion, and will be due on presentation. Further information regarding our fees can be provided if requested.

Fees are payable upon presentation. Fees for individually booked coaching sessions are payable in advance of the booked session. Should any account rendered for fees remain unpaid after 30 days from the date of the account, we reserve our statutory right to charge interest as outlined under the Late Payment of Commercial Debts (Interest) Act 1998. We reserve the right to cease or suspend work for you where there are any fees unpaid after 30 days.

You recognise that we would not enter into a contract with you in circumstances where we have doubt about your ability to pay fees properly due under this or any related contract. Accordingly, we reserve the right to seek reasonable security, guarantee and indemnity in certain circumstances. Should we wish to do this we will advise you separately. In all cases, if the engagement terms are accepted by you on behalf of another person we hold you personally responsible for our fees and your signature to or other acceptance of a contract with us confirms your agreement to this.

Finders fee

Should you employ or engage one of our employees or consultants other than as part of the assignment to which these Terms of Business relate, either at a time when the employee in question is employed by us or within one year of the employee in question ceasing to be employed by us then you shall pay to us a fee equal to 30% of the employee’s starting salary or other basis of remuneration calculated at all times on a full time equivalent remuneration basis.

CANCELLATION FEES

Cancellations may be made up to 48 hours before booked working arrangements, provided they are given within normal working hours. Otherwise Alembic Strategy reserves the right to charge a late cancellation fee equal to the booked fee (in addition to any existing costs associated with delivery of a project or coaching assignment).

If this right is exercised then the cancellation fee will be governed by the standard payment terms.

LIMITATIONS OF ADVICE

We intend that our advice to you will be correct at the date of issue. Our advice to you will be specific to your current circumstances and intentions and to those matters set out in our letter of engagement and therefore will not be suitable for use  at a different time, in different circumstances or to achieve other aims or for the use of others. Accordingly, you should only use the advice for the intended purpose and no other person is entitled to rely on the advice for any purpose. We shall have no responsibility or liability towards any person other than the addressee.

Except as expressly provided in this agreement, no person other than a party to this agreement may enforce it by virtue of the Contracts (Rights of Third Parties) Act 1999 (the “Act”). Not withstanding any benefits or rights conferred by this agreement on any third party by virtue of the Act, the parties to this agreement may agree to vary or rescind this agreement without any third party’s consent.

We remind you that because rules and circumstances change frequently we do not hold ourselves responsible for any actions taken on the basis of the advice or suggestions contained in any report unless instructions are given by you to us to proceed on your behalf. You should ask us to review any advice already given if your circumstances change or if you wish to use our advice in circumstances not specifically identified in our letter of engagement.

LIMITATION OF LIABILITY

Where a limitation of liability is shown in our engagement letter:

• We shall provide the professional services having undertaken reasonable care and skill appropriate to the circumstances;
• All aspects of the professional services are for your sole use and will not be made available to any third party without our prior written consent;
• In the event of any claim arising in respect of the professional services, you have agreed that the sum shown represents the maximum total liability to you in respect of the firm, its members, partners, staff, consultants and agents. This maximum total liability includes any claims for loss or damage, however caused, whether in respect of breaches of contract, tort (including negligence) or otherwise in respect of the professional services and shall also include all other related costs including legal fees, interest, etc.; and

Nothing in the contract shall limit or exclude our liability for:

1. Death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
2. Fraud or fraudulent misrepresentation;
3. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or any other liability which cannot be limited or excluded by applicable law.

This clause shall survive the termination of the assignment and these Terms of Business.

COMPLAINTS AND COMPENSATION

We undertake to look into any complaint carefully and promptly, and to do all we can to explain the position to you. If we have given you less than satisfactory service, we undertake to do everything reasonable to put it right.

Any complaint should be referred initially to the manager responsible for our services to you. If you do not receive an acceptable response you should contact the managing director.

You agree that you will not bring any claim in respect of or in connection with the engagement, whether on the basis of contract, tort, breach of statutory duty or otherwise against any shareholder, director or employee of Alembic Strategy. We maintain a Professional Indemnity Insurance policy for your protection.

AGREEMENT OF TERMS

These Terms of Business, together with the engagement letter(s) issued to you which are currently in force and any appendices constitute the whole agreement between us. These Terms of Business supersede any previous Terms of Business issued by us.

We reserve the right to vary these Terms of Business from time to time by notifying you in an appropriate manner. Such variations will take effect 30 days after notification. Should you make it clear that you want us to provide more services to you, these will be supplied in accordance with these Terms of Business. We reserve the right to issue a new engagement letter in such circumstances.

When new engagement letters are issued to you by us they supersede any previous engagement letters, oral agreements, understandings and commitments in respect of the same services.

If an individual term of our engagement letter or of these Terms of Business should be or become inoperable or ineffective, and is capable of remedy, then at our discretion we shall be entitled to so modify the relevant term so as to give its intended meaning. In these circumstances the remaining terms of our engagement letter and Terms of Business shall remain effective.

HOW CAN YOU, OR WE, TERMINATE THIS AGREEMENT?

We shall be entitled to terminate the assignment if you are in material breach of the terms of the engagement letter or these Terms of Business. You may terminate the assignment at any time and must give notice in writing of your intention to do so. If you terminate this assignment you will remain liable for any agreed fixed or budgeted fees or, in the case of ongoing work, for the value of all work carried out at the date of the termination of the assignment.

APPLICABLE LAW

The engagement letter and these Terms of Business are governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.