1. The Agreement

1.1 The agreement made by the Parties comprises:

• FXF’s written proposal issued to the Client in connection with the Services (the “Proposal”);

• these terms and conditions.

1.2 The Agreement shall be deemed accepted by the Client upon the first of

• the Client’s signature of the Agreement,

• the Client’s instruction to commence work,

• the Client’s payment of any agreed fee,

• FXF starting work at the Client’s brand

1.3 Variations or additions to the Agreement can be made. However, both Parties must agree to the variation or addition in writing.

2. Provision of Services and Deliverables

2.1 FXF undertakes that it will perform the services and supply the deliverables expressly described in the Proposal (“the Services”) with reasonable skill and care and in a good and workmanlike manner.

2.2 FXF will use consultants with appropriate skills and experience for the provision of the Services. FXF may only replace those consultants with consultants of suitable experience and suitability.

2.3 FXF agrees to deliver the Services within a reasonable time. Both Parties will use all reasonable endeavours to meet any target date, project plan or time table referred to in the Agreement (“Date”).

3. Client’s Obligations

3.1 FXF may need access to the Client’s facilities, information, tools and resources for and during the provision of the Services. If so requested by FXF, the Client, without charge to FXF, will provide access to these to the extent reasonably requested by FXF and shall co-operate with FXF to the extent reasonably required to achieve the objectives set out in the Agreement. The Client shall further make decisions and inform FXF of the results of those decisions when FXF reasonably requests it to do so for FXF’s performance of the Services.

3.2 The Client acknowledges that, in giving any opinion or advice in the course of provision of the Services, FXF relies on the information about the Client or any project described in the Proposal provided to it by the Client and does not seek to establish the reliability of such information; accordingly, the Client:

• undertakes to provide complete and accurate information about itself and about any such project which is or may be relevant to the Services and to provide such other information as FXF may reasonably request; and

• warrants that any such information provided is accurate and complete.

4. Fees and Payment

4.1 The Agreement sets out the proposed fees, costs and expenses for the Services (“the Price”). Fees based on time and materials or on an estimate do not constitute a fixed price.

FXF may increase the Price to reflect any variation to the Proposal requested by the Client; and to reflect any increase in travelling costs or any currency fluctuation, if applicable.

4.2 All fees, costs and expenses referred to in the Agreement are exclusive of VAT, sales and similar taxes of any kind.

4.3 Unless otherwise set out in the Proposal the Price shall be payable in two instalments as follows:

• as to 30%, on acceptance of the Agreement;

• as to 70% on completion of the Services.

4.4 FXF may invoice the Client for Services performed notwithstanding completion of the Services has been delayed by the Client’s failure to meet any Date

4.5 Unless otherwise agreed in writing, the Client shall pay all fees, costs and expenses related to the Services upon presentation of FXF’s invoice.

4.6 If any invoice is not paid in full and cleared funds within 14 days from presentation, FXF may suspend performance of the Services.

5. Limitations and Exclusions

5.1 Each Party’s total liability arising out of or in connection with the Agreement shall not exceed in aggregate 100% of the total fees payable by the Client under this Agreement.

5.2 FXF shall not in any circumstances be liable to the Client whether in contract, tort (including negligence) or otherwise for any loss of profit, loss of contracts, loss of benefit, loss of production, loss of availability, loss of data, loss of anticipated savings, loss of reputation, loss of goodwill or loss of use suffered or incurred directly or indirectly by the Client, any consequential, indirect or special loss or damage howsoever arising and of whatsoever nature or any punitive or exemplary damages.

5.3 Nothing in this Clause 5 shall affect or limit the Client’s obligation to pay sums properly due under the Agreement.

5.4 FXF shall not in any circumstances be liable to the Client for any loss or damage resulting from a modification of, adjustment or repair to the results of the Services or from any use by the Client of such results in a manner outside the reasonable contemplation of the Parties at the time the Agreement was made. Any such modification, adjustment, repair or use shall be undertaken at the Client’s sole risk.

6. Intellectual Property and Rights of Use

6.1 Intellectual Property (“IP”) means patents, rights to inventions, registered designs, copyright and related rights, database rights, design rights, topography rights, trade secrets, rights in unpatented know-how, rights of confidence and any other intellectual property rights of any nature including all applications, all rights to apply for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

6.2 IP and rights to IP which the relevant Party can demonstrate is either already held by it at the date of the Agreement or at any time on or before the relevant time has been acquired or developed by it after the date of this Agreement entirely independently of the Services and of use of any Confidential Information of the other Party, and all modifications thereto and derivative versions thereof created at any time (“Background IP”) shall remain the property of that Party.

6.3 The Client hereby grants to FXF a royalty-free, non-exclusive, non-transferable licence to use the Client’s Background IP as required to allow FXF to perform its obligations under the Agreement.

7. Forecasts and Recommendations / Third Party Services

7.1 Statements made by FXF relating to the Services, and all recommendations, opinions surveys and forecasts (together “Forecasts”) in the Agreement, or any report, presentation or other communication are made in good faith on the basis of information available at the time and such Forecasts are addressed only to the Client. Whilst FXF will use reasonable skill and care in the preparation of such Forecasts, neither FXF nor any consultant employed or engaged by FXF shall have any liability in relation to losses or damage incurred as a result of or in relation to the Client’s reliance on such opinions or recommendations and Client acknowledges that such liability is a business risk of the Client.

7.2 FXF may, during its performance of the Services, make statements about or recommendations of third party products, software, equipment or services. FXF gives no warranty in relation to such products, software, equipment or services, and the Client shall rely solely on the warranties and remedies provided by any such third party with whom it may contract.

8. Termination

8.1 Either Party may at any time and without cause terminate the Agreement on giving 30 days’ written notice of termination to the other Party.

8.2 Upon termination under clause 8.1, the Client shall pay FXF all sums due in respect of the Services provided and expenses incurred prior to termination.

8.3 Either Party may terminate the Agreement forthwith by written notice if the other Party commits an act of bankruptcy or goes into liquidation or is put into liquidation (other than for a proper commercial purpose and whilst solvent) or a receiver is appointed or an administration order is made in respect of it.

8.4 Either Party may terminate the Agreement forthwith by written notice if the other Party commits a material breach of the Agreement and has failed to remedy the breach within 30 days of receipt of a written notice from the other Party identifying that the breach has occurred.

8.5 Termination shall not affect any accrued rights or liabilities arising out of the Agreement.

9. Third Party Rights

No person or entity other than the Client shall have any rights to enforce any of the terms of the Agreement against FXF.

10. Publicity

10.1 The Client agrees that FXF may:

• refer to the Client on its client lists; and

• refer to the nature of the Services contracted for provided that the Client is not identified.

10.2 Neither Party shall make any statement about the Services to the press or the public without the other Party’s written consent.

11. Waiver

No failure, delay or indulgence by either Party in exercising any power or right under the Agreement shall operate as a waiver of that power or right.

12. Force Majeure

Neither FXF nor the Client will be liable for any failure to perform their obligations, or delay in the performance of their obligations, if the failure or delay is due to causes outside their reasonable control.

13. Entire Agreement

This Agreement constitutes the entire and only agreement in relation to the Services and deliverables and supersedes all prior agreements, representations, understandings or discussions. Any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document do not form part of this Agreement. The Client acknowledges that any agreement, representation, understanding or discussion it wishes to rely upon has been recorded in the Agreement and that no reliance has been placed upon any agreement, representation, understanding or discussion that has not been embodied in this Agreement.

14. Applicable Law & Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of England and Wales and any dispute arising out of or in connection with the Agreement will be subject to the exclusive jurisdiction of the English Courts