Standard Terms of Engagement

In these Standard Terms of Engagement: ‘You’ and ‘you’ shall mean the client addressee identified on our applicable Invoice; ‘You’ and ‘you’ shall mean Prosper Squared (UK) Ltd; and ‘Invoice’ shall mean the payment invoice for the Services we send to you.

Thank you for instructing us to provide you with general business, support, marketing and other services (the “Services”).  We set out below the terms and condition upon which we shall work for you.  These terms and conditions shall apply to the Services and to any work we undertake for you or your associated business, unless we agree in writing otherwise.  By making payment in advance for the Services as per our Invoice, you agree to these terms and conditions, as follows:  

1.     We shall be entitled to provide the Services to you in writing, orally across any form of media or by attending meetings that are convenient for us to attend.

2.     We shall charge for the Services as separately agreed between us from time to time, based upon the agreed fee (plus VAT, if applicable) (“Fees”).  We shall also pass on to you at cost any pre-approved disbursements that we might incur on your behalf in connection with the Services.  

3.     An invoice issued by us in respect of the Services shall be due for payment within 14 days of its date.  

4.     For larger matters, we may ask you for a payment on account from time to time in respect of work in progress or anticipated fees and disbursements.   

5.     If we instruct lawyers, experts or third-parties on your behalf, we shall do so as, and at all times when dealing with them act solely as, your agent only and you shall be responsible for their fees and expenses, which you shall pay to them direct.

6.     We may ask you to provide proof of your identity or corporate status, if required.

7.     We shall be entitled to suspend or cease acting and working for you should you become indebted to us or fail to pay us a requested payment on account, become insolvent, bankrupt or enter into an arrangement with your creditors, or if we notify you in writing that we no longer act or work for you.  

8.     We shall be entitled to exercise a lien over any papers, documents or other materials we have in our control or possession which belong to you, pending payment of any amount you owe to us.  

9.     We shall not be liable to you whatsoever for any direct or indirect: loss of profits, economic loss or financial loss; or for any consequential loss; or for any indirect loss that you might incur. 

10.  We shall not be liable to you if we cannot perform our obligations hereunder due to reasons or circumstances beyond our control. 

11.  We shall keep private and confidential all matters you instruct us in connection with and information arising therefrom and documents and materials provided to us in connection with our instructions, and any notes, memos, emails, letters, reports, opinions or advices we create or produce for you or which are addresses to you or your personnel, and shall not reveal, discuss or disclose such matters, information, materials or documents to, or with, a third party other than in the course of our instructions, unless compelled by lawful authority to do so.

12.  This Agreement shall continue for a term of 24 months and thereafter shall automatically renew for a further 24 months term unless you notify us in writing no later than 2 months before the end of the initial 24 months term that you wish to cancel this Agreement, in which case the Agreement will expire at the end of the initial 24 months term. 

13.  If we have provided Services in any way at any time during the term of this Agreement we shall remain entitled to the agreed Fees even after termination, expiry of cessation of this Agreement for whatever reason, without discount or set-off. 

14.  These terms and conditions are subject to English law.  Any dispute hereunder shall be referred to Arbitration in London pursuant to the Arbitration Act 1996.