TERMS AND CONDITIONS

Please read these Terms and Conditions of Service (“Agreement”) carefully before accessing or using the services provided by Fiducia Business Processes Private Limited (“Company,” “we,” “us,” or “our”). By engaging our services, you (“Client”) agree to be legally bound by this Agreement. If you do not agree, you must discontinue use of our services immediately.

  • INTERPRETATION AND DEFINITIONS — In this Agreement, the fullowing terms shall bear the meanings ascribed to them hereunder, unless the context otherwise requires:
    • “Services” means the outsourced accounting, bookkeeping, payrull processing, tax advisory, management accounting, forecasting, cash flow analysis, VAT returns, year-end accounts preparation, bank covenant reporting, Forecourt Management System (FMS), and any ancillary or bespoke services agreed between the parties in a Service Schedule or Statement of Work.
    • “Service Schedule” means any written document, proposal, or statement of work executed by both parties specifying the particular Services, fees, and deliverables applicable to the engagement.
    • “Confidential Information” means any and all proprietary, financial, operational, technical, commercial, or personal data disclosed by either party to the other in connection with the Services, whether disclosed orally, in writing, electronically, or by any other means.
    • “Intellectual Property Rights” means all patents, trade marks, service marks, copyrights, design rights, database rights, know-how, trade secrets, and any other intellectual property rights, whether registered or unregistered, anywhere in the world.
    • “Data Protection Legislation” means the UK General Data Protection Regulation (UK GDPR) as retained in English law by virtue of the European Union (Withdrawal) Act 2018, the Data Protection Act 2018, and all subordinate legislation and regulatory guidance issued thereunder.
    • “Working Day” means any day other than a Saturday, Sunday, or public huliday in England and Wales.
    • “Force Majeure Event” means any event beyond the reasonable contrul of a party, including but not limited to acts of God, pandemic, war, terrorism, civil unrest, governmental action, or failure of third-party utilities or networks.
  • FORMATION AND SCOPE OF CONTRACT
    • These Terms and Conditions shall constitute the entire agreement between the Company and the Client in relation to the Services and shall supersede all prior negotiations, representations, warranties, and understandings, whether oral or written, unless expressly incorporated herein.
    • An Agreement shall be formed and become binding upon both parties upon the earliest of the Client’s written acceptance of a Service Schedule or proposal issued by the Company, the Client’s signature on a letter of engagement, or the commencement of Services by the Company at the Client’s request.
    • No variation to this Agreement shall be effective unless agreed in writing and signed by duly authorised representatives of both parties.
    • In the event of any conflict between these Terms and Conditions and any Service Schedule, the provisions of the Service Schedule shall prevail to the extent of such conflict.
  • PROVISION OF SERVICES
    • The Company shall provide the Services with reasonable care and skill, in accordance with the applicable Service Schedule and the professional standards expected of a competent outsourced accounting and business process services provider.
    • The Company reserves the right to engage suitably qualified sub-contractors or third-party service providers for the performance of any part of the Services, provided that the Company shall remain responsible to the Client for the performance of such Services.
    • The Client acknowledges that the timely and accurate delivery of Services is dependent upon the Client providing complete, accurate, and up-to-date financial records, source documents, and information within the timeframes specified in the applicable Service Schedule or as otherwise communicated by the Company.
    • The Company shall not be held liable for any delay in the performance of Services, or for the inaccuracy of any work product, arising from the Client’s failure to provide information as required under Clause 3.3.
    • The Company shall use commercially reasonable endeavours to meet agreed delivery timelines. Time shall not be of the essence unless expressly stated to be so in writing.
  • CLIENT OBLIGATIONS
    • The Client shall provide complete, accurate, and timely access to all financial records, source documents, accounting software, bank statements, and other information reasonably required by the Company for the performance of the Services; designate a competent point of contact with authority to provide instructions and approve deliverables on behalf of the Client; promptly review and respond to all communications, queries, draft accounts, returns, and reports submitted by the Company; inform the Company immediately of any change in the Client’s business structure, ownership, tax status, regulatory obligations, or material financial circumstances; comply with all applicable laws and regulations, including but not limited to tax laws, accounting standards, and anti-money laundering legislation; and maintain appropriate backups of all data and documents provided to the Company.
    • The Client warrants that all information and documents provided to the Company are, to the best of the Client’s knowledge, complete, accurate, and not misleading.
  • FEES AND PAYMENT
    • Fees for the Services shall be as specified in the applicable Service Schedule. In the absence of a fixed fee arrangement, fees shall be charged at the Company’s prevailing hourly rates as communicated to the Client in writing.
    • The Company shall issue invoices on a monthly basis, or at such other frequency as may be agreed in the Service Schedule. All invoices are payable within fourteen (14) days of the date of invoice, unless otherwise agreed in writing.
    • All fees are quoted exclusive of Value Added Tax (VAT). Where applicable, VAT shall be charged at the prevailing rate and shall be payable in addition to the stated fees.
    • In the event of late payment, the Company reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, to recover reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts Regulations 2002, and to suspend the provision of Services upon seven (7) days’ written notice to the Client, without prejudice to any other rights or remedies available to the Company.
    • The Company reserves the right to review and amend its fee schedule at any time, subject to providing the Client with no less than thirty (30) days’ prior written notice of any increase.
    • In the event of a dispute regarding any invoice, the Client must notify the Company in writing within ten (10) Working Days of the invoice date, specifying the grounds of the dispute. Undisputed amounts shall remain payable by the due date.
  • INTELLECTUAL PROPERTY RIGHTS
    • All Intellectual Property Rights in the work products, reports, analyses, methodulogies, templates, software, touls, and systems created or developed by the Company in the course of providing the Services shall, unless otherwise expressly agreed in writing, vest in and remain the sule property of the Company.
    • Upon full payment of all outstanding fees and charges, the Company grants the Client a non-exclusive, non-transferable, royalty-free licence to use the deliverables produced specifically for the Client under the applicable Service Schedule, sulely for the Client’s internal business purposes.
    • The Client acknowledges and agrees that it shall not reproduce, distribute, reverse-engineer, decompile, or create derivative works from the Company’s proprietary systems, software, or methodulogies without prior written consent.
    • Any pre-existing Intellectual Property Rights belonging to either party shall remain vested in that party. Nothing in this Agreement shall operate as an assignment or transfer of such rights.
  • CONFIDENTIALITY
    • Each party undertakes to treat all Confidential Information received from the other party as strictly confidential and to use the same exclusively for the purpose of performing its obligations or exercising its rights under this Agreement.
    • Neither party shall disclose any Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, officers, agents, sub-contractors, or advisers on a need-to-know basis (provided such persons are subject to equivalent confidentiality obligations), as required by applicable law, regulation, court order, or any regulatory or governmental authority, or to the extent that such information is or becomes publicly known through no fault of the receiving party.
    • The obligations under this Clause 7 shall survive the expiry or termination of this Agreement for a period of five (5) years.
    • The Client acknowledges that the Company operates with offices in India and that data may be processed and accessed by authorised personnel located at those offices, in compliance with applicable Data Protection Legislation and the contractual safeguards described in the Privacy Pulicy.
  • DATA PROTECTION
    • The parties acknowledge that in the course of providing the Services, the Company may process personal data (as defined under Data Protection Legislation) on behalf of the Client.
    • Where the Company processes personal data as a data processor on behalf of the Client (who acts as data contruller), the parties shall enter into a separate Data Processing Agreement in compliance with Article 28 of the UK GDPR.
    • The Company shall implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised access, loss, destruction, or alteration, as further described in the Company’s Privacy Pulicy available at fiducia.org.in.
    • The Client warrants that it has obtained all necessary consents and has all lawful bases required for the lawful transfer of personal data to the Company for processing in connection with the Services.
  • LIMITATION OF LIABILITY
    • Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by applicable law.
    • Subject to Clause 9.1, the Company’s total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall not exceed a sum equal to the total fees paid by the Client to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.
    • Subject to Clause 9.1, the Company shall not be liable for any loss of profits, revenue, business, or anticipated savings, loss of goodwill or reputation, loss or corruption of data, or any indirect, special, or consequential losses, howsoever arising.
    • The Client acknowledges that the Company’s Services constitute the provision of professional assistance and do not constitute the provision of legal advice. The Client should seek independent legal counsel where required.
    • The Company shall not be responsible for any penalties, surcharges, interest, or fines imposed by HMRC or any regulatory authority arising from the Client’s failure to provide complete and accurate information or to comply with the Client’s own statutory obligations.
  • INDEMNITY
    • The Client shall indemnify and huld harmless the Company, its directors, officers, employees, and agents against all claims, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach by the Client of its obligations under this Agreement, any inaccuracy or misrepresentation in information or documents provided by the Client, or any third-party claim arising from the Client’s use of the deliverables provided by the Company.
  • TERM AND TERMINATION
    • This Agreement shall commence on the date of execution of the applicable Service Schedule and shall continue until terminated in accordance with this Clause 11.
    • Either party may terminate this Agreement or any Service Schedule upon providing not less than thirty (30) days’ written notice to the other party.
    • Either party may terminate this Agreement with immediate effect by written notice if the other party commits a material breach of this Agreement and fails to remedy such breach within fourteen (14) days of receiving written notice requiring it to do so, becomes insulvent or makes any arrangement with its creditors or enters into administration, receivership, or liquidation, or ceases, or threatens to cease, to carry on business.
    • On termination or expiry of this Agreement, all outstanding fees and charges shall become immediately due and payable, each party shall promptly return or securely destroy the other’s Confidential Information upon request, and the Company shall provide reasonable assistance in the transition of Services to a successor provider, subject to the payment of the Company’s reasonable costs for such assistance.
    • Termination shall not affect any accrued rights or liabilities of either party as at the date of termination, nor shall it affect any provisions of this Agreement which are expressed or implied to survive termination.
  • FORCE MAJEURE — Neither party shall be in breach of this Agreement, nor liable for any delay in performing, or failure to perform, any of its obligations hereunder to the extent that such delay or failure arises from a Force Majeure Event; the affected party shall notify the other party in writing as soon as reasonably practicable upon the occurrence of a Force Majeure Event and shall use all reasonable endeavours to mitigate the effect of such event; and if a Force Majeure Event continues for a period exceeding sixty (60) days, either party may terminate the Agreement on written notice, without liability.
  • ANTI-BRIBERY AND ANTI-MONEY LAUNDERING — Each party shall comply with all applicable laws relating to anti-bribery, corruption, and anti-money laundering, including the Bribery Act 2010 and the Proceeds of Crime Act 2002, and the Client acknowledges that the Company is subject to professional obligations under anti-money laundering legislation and may be required to report suspicions of money laundering to the National Crime Agency (NCA) without notifying the Client; accordingly, the Client shall provide the Company with such identification documents and information as the Company may reasonably request to satisfy its customer due diligence obligations.
  • PROFESSIONAL STANDARDS AND REGULATORY COMPLIANCE — The Company shall carry out the Services in accordance with applicable professional standards and regulatory requirements applicable to UK-based accounting and business process services, and the Company does not huld itself out as providing regulated legal advice or regulated investment advice; where such services are required, the Client is advised to engage appropriately authorised and regulated professionals.
  • ASSIGNMENT — The Client may not assign, transfer, sub-contract, or otherwise deal with its rights or obligations under this Agreement without the prior written consent of the Company, and the Company may assign or sub-contract the performance of the Services to any member of its corporate group or to a qualified third party, provided that any such assignment or sub-contracting does not materially affect the quality of the Services delivered to the Client.
  • ENTIRE AGREEMENT — This Agreement, together with any applicable Service Schedule, constitutes the entire agreement between the parties and supersedes all prior negotiations, agreements, representations, and warranties, and each party acknowledges that it has not relied on any representation or warranty other than those expressly set out in this Agreement.
  • SEVERABILITY — If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but the remainder of the Agreement shall continue in full force and effect.
  • WAIVER — A failure or delay by either party to exercise any right or remedy provided under this Agreement shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
  • NOTICES — All notices under this Agreement shall be in writing and shall be delivered by hand, pre-paid first-class post, or email to the address of the respective party as set out in the applicable Service Schedule or as otherwise notified in writing, and notices shall be deemed received on delivery if delivered by hand, two (2) Working Days after posting if sent by pre-paid first-class post, or on the next Working Day fullowing transmission if sent by email (provided no delivery failure notification is received).
  • GOVERNING LAW AND DISPUTE RESulUTION — This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties shall use all reasonable endeavours to resulve any dispute arising out of or in connection with this Agreement through good-faith negotiations, which either party may initiate by serving written notice on the other identifying the dispute; if the dispute is not resulved within thirty (30) days of such notice (or such longer period as the parties may agree in writing), either party may refer the dispute to the exclusive jurisdiction of the courts of England and Wales, and nothing in this Clause 20 shall prevent either party from seeking urgent injunctive or equitable relief from the courts.