Terms and Conditions
STONEHILL PARTNERS LIMITED
TERMS AND CONDITIONS OF BUSINESS
January 2025
The following terms and conditions as amended from time to time in accordance with their terms (the “Terms”) together with any letter of engagement provided to you “You”) by Stonehill Partners Limited (“We” or “Us”) govern the basis upon which We shall provide You with the services set out in a relevant letter of engagement provided to You by Us (the “Services”). Each letter of engagement shall be automatically deemed to incorporate the Terms and, together with the Terms, will constitute a separate binding and enforceable contract between You and Us (a “Contract”). Where there is any manifest inconsistency between the provisions of the Terms and any letter of engagement, the provisions of the letter of engagement will apply.
PLEASE NOTE: The terms of each Contract shall apply as between the parties in respect of the matters described in the relevant letter of engagement to the exclusion of all other terms (including any terms and conditions that You purport to apply). Any attempt by You (or on Your behalf) to impose any other terms or conditions to the trading relationship with Us is hereby explicitly and expressly deemed automatically rejected in advance (and any such terms and conditions are likewise deemed rejected automatically in advance) and will be (and is) wholly ineffective and non-binding upon Us. No terms other than the Terms and as set out in the relevant letter of engagement are or will be acceptable to Us, save as expressly agreed and physically signed in writing by an authorised representative of Us.
PLEASE ALSO NOTE: The Terms [and any terms contained in a relevant letter of engagement] are automatically deemed accepted by You upon the earlier of (i) You signing a relevant letter of engagement; or (ii) the date on which We commence any work and/or the provision of the Services on Your behalf. Save as expressly agreed and physically signed in writing by an authorised representative of Us, the Terms will apply to Your entire relationship and all dealings with Us and there is no need for Us to issue You with duplicate copies of the Terms when each Contract is entered into and there is no obligation on Us to do so. Failure to provide a copy of the Terms with each Contract shall not in any way prejudice the fact that the Terms shall govern each Contract as provided for herein.
1. Confidentiality
We and You each agree that we shall keep confidential the terms of any Contract and any and all information obtained by one of us from the other which is marked, or which ought reasonably to be regarded, as confidential (“Confidential Information”). Each of us agree that we shall not use the Confidential Information for any purpose other than to perform our respective obligations under any relevant Contract. The foregoing obligations shall not apply in respect of any information which (i) is publicly available or becomes publicly available through no act or omission of the receiving party; (ii) the receiving party already had in their possession prior to its receipt from the disclosing party; (iii) is acquired from a third party who owes no obligation of confidence in respect of the information; (iv) is independently developed by the recipient without reference to Confidential Information; or (v) which the recipient is obliged to disclose pursuant to an order of a court of competent jurisdiction or any governmental or regulatory authority where there is a legal duty to make such disclosure. We shall also be entitled to disclose Confidential Information to third parties selected by Us to the extent they are assisting in the provision of the Services and subject to requiring them to abide by the same confidentiality obligations as are set out above.
2. Provision of the Services
2.1 The scope of the Services and any reports or
other deliverables to be provided as part of the Services shall be as set out in the relevant letter of engagement sent by Us to You. We will use our reasonable endeavours to deliver the Services in accordance with any timescale agreed with You and/or included in the relevant letter of engagement but, unless expressly agreed otherwise in writing, any timescale will be our best estimate only and shall not be contractually binding.
2.2 To the extent that You wish to make any changes to the Services, You should inform us promptly and provide all relevant details of the desired changes. We will then review the same and seek to agree changes with You, as We deem it reasonably appropriate to do so in our sole discretion and subject to amendment of any timescales and fees which may apply in respect thereof. We may also propose changes to the Services on the same basis. Where changes are agreed, We may provide You with an updated letter of engagement reflecting the same. To the extent that changes are not agreed, We shall continue to provide the Services as originally agreed unless prevented from doing so as a result of force majeure or applicable legal or regulatory requirements.
2.3 You accept and acknowledge that any reports, advice, recommendations and deliverables We may provide to You as part of the Services are personal to You, may only be used by You within Your business for the purposes of internal consideration within Your business and You shall not pass the same on to any third party without Our express prior written consent (which We may withhold at Our sole discretion).
3. Your Obligations
3.1 You will provide Us with all cooperation and assistance in the provision of the Services as We may reasonably require, including providing us with all relevant information and data related to the Services or which may be beneficial for the provision of the Services and which is in Your possession or within Your reasonable control.
3.2 You irrevocably accept and acknowledge that You are solely responsible for ensuring the accuracy and completeness of all information and data provided to Us by You or on Your behalf, that We shall be entitled to rely upon the same without further investigation or enquiry and that We shall have no obligation to verify or correct the same in any way. You further irrevocably acknowledge and accept that We shall have no liability to You whatsoever to the extent that You suffer any loss or damage of any kind as a result of Our use in the provision of the Services and performance of Our obligations under any Contract of information and/or data provided by You or on Your behalf which is inaccurate or incomplete in any way. You shall ensure at all times that You have all necessary consents, licences and permissions to provide Us with all relevant information and data and to enable Us to use the same for the purpose of providing the Services in accordance with the relevant Contract. To the extent that this proves not to be the case, You hereby irrevocably undertake to indemnify Us fully at all times in respect of any losses, liabilities, damages awards, claims, costs and expenses which We may incur as a result of Your failure to comply with the foregoing requirement.
3.3 You irrevocably agree that You will use Your own independent business judgment to evaluate any advice, statement, report or recommendation that We may provide to You in the course of providing the Services (or otherwise) and that any decision You make in respect thereof shall be made solely by You in light of all relevant facts and circumstances and You shall not (and shall not be entitled to) rely upon any advice, statement, report or recommendation made by Us.
3.4 You shall ensure that any and all third parties within Your reasonable control shall also provide all reasonable cooperation to Us in the provision of the Services. To the extent that Our performance of Our obligations under a Contract is prevented or delayed by any act or omission of Yours, Your agents, subcontractors, consultants, affiliates, representatives, employees or any other third party within Your reasonable control, We shall not be liable for any losses, costs, expenses or damages sustained or incurred by You that arise directly or indirectly from such prevention or delay and time for performance of the Services shall be deemed extended accordingly to reflect the relevant impact on timing caused by such delay. In such circumstances You shall also be liable to pay to Us, on demand, all losses, costs and expenses sustained or incurred by Us that directly arise from such prevention or delay, subject to Us confirming such losses, costs and expenses to You in writing and using reasonable endeavours to mitigate the same.
4. Intellectual Property
Unless expressly agreed otherwise with You in a relevant letter of engagement, all intellectual property rights of any kind, subsisting or capable of subsisting anywhere in the world, in and to any materials or other deliverables created or produced by Us in connection with or in the course of the provision of the Services or the performance of Our obligations under any Contract shall be and remain Our property absolutely at all times and You shall do nothing (and shall not fail to do anything) which is in any way inconsistent with such ownership. During the term of the relevant Contract, We grant a limited licence to You to use such intellectual property rights solely to the extent necessary to take the benefit of the deliverables provided to You as part of the Services and subject to clause 2.3 above.
5. Fees
5.1 You must make payment of all relevant fees and charges in respect of each Contract promptly as set out and required in each corresponding letter of engagement, in each case without any form of set off, deduction or withholding of any kind.
5.2 Time for payment of fees and charges to Us shall be of the essence of every Contract. Without prejudice to the foregoing, in the event that any sum is not paid by You when due, We shall be entitled to charge interest at the statutory rate on the amount overdue and, upon notifying You, shall be entitled to suspend provision of the Services under any and all Contracts forthwith until all sums due have been paid in full to Us.
6. Termination
6.1 Either You or We may terminate a Contract forthwith on provision of written notice to that effect in the event that the other party is in breach of the same and fails to remedy such breach within thirty (30) days of written notice requiring such remedy, or in the event of the other party’s insolvency. We may also terminate a Contract forthwith on provision of written notice to that effect in the event that any situation arises where We are of the reasonable opinion that there is a conflict of interest or a legal requirement that We cease to provide the Services.
6.2 In addition, We may terminate all Contracts on provision of written notice to You if We become entitled to terminate any Contract pursuant to clause 6.1 above.
6.3 Your payment and indemnity obligations under the Terms and the limitations set out in the Terms in relation to the scope of Our obligations and liabilities shall survive the termination of any Contract for any reason. Each party’s confidentiality obligations shall also survive termination of any Contract for any reason.
6.4 Upon termination of any Contract for any reason, We shall be entitled to retain all fees and charges paid to the date of termination and You shall promptly, on demand, make payment of all fees, charges, costs and expenses due in respect of the Services provided to and including the date of such termination along with any reasonable costs We are unable to fully mitigate using commercially reasonable endeavours and which We incur notwithstanding the termination of such Contract.
7. Limitation of Liability
7.1 Nothing in any Contract shall limit or exclude Our liability to You for fraud, fraudulent misrepresentation or death or personal injury arising out of Our negligence or any other liability which cannot be excluded under English law.
7.2 Subject to clause 7.1 above, Our total liability to You in respect of or in relation to any Contract, whether in contract, tort (including but not limited to negligence and breach of statutory duty), misrepresentation or otherwise, shall be limited to such sum as is stated to be Our limit of liability under the corresponding letter of engagement. In addition, under no circumstances shall We be liable to You for any punitive, exemplary, indirect, special or consequential loss, claim, cost, expense or damage (whether for loss of profit, loss of business, depletion of goodwill, loss of opportunity or otherwise) which arise out of or in connection with any Contract.
7.3 To the extent that You have any claim against Us, We shall not have any liability in respect of the same to the extent that You fail to issue legal proceedings in respect thereof before the first anniversary of the date on which You became aware, or ought reasonably to have become aware, of the issue giving rise to the claim.
7.4 To the extent that there is more than one beneficiary of our Services under any letter of engagement or Contract, the above limitations of liability will apply in respect of all beneficiaries collectively and it will be a matter for the beneficiaries alone to apportion such aggregate limit of liability between themselves and We shall have no involvement in or responsibility for the same other than to meet in aggregate liabilities falling within the aggregate limit of liability.
8. General
8.1 You accept and agree that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended from time to time) (“TUPE”) are unlikely to apply in respect of the arrangements contemplated by any Contract. Notwithstanding the above, in the event that TUPE is deemed to apply or any third party (including but not limited to any of Your personnel) claims that TUPE applies, You shall indemnify Us in full in relation to any losses, claims, liabilities, damages, awards, costs and expenses (“Losses”) incurred by Us as a result of
the transfer or deemed transfer (or claimed transfer of claimed deemed transfer) of any of Your personnel or those of a third party to Us
pursuant to the operation of TUPE and/or the termination or deemed termination by Us or pursuant to TUPE of any of such personnel. For the avoidance of doubt, if any of such personnel is deemed to have transferred to Us pursuant to TUPE or otherwise, We shall be entitled to terminate their employment and You shall fully indemnify Us in relation to all Losses resulting from such termination.
8.2 Each Contract is personal to You and You may not assign any Contract or any part of it to any third party without Our prior written consent.
8.3 Neither any Contract nor the Terms may be modified without the written agreement of a duly authorised representative of Ours. The Terms and all other express terms of a Contract shall constitute the entire understanding and agreement between Us and You, they supersede any previous arrangement, understanding or agreement between them relating to the subject matter hereof and no representations or warranties express or implied, statutory or otherwise made by or on behalf of Us to You, in connection with or arising out of the Services or any Contract and which are not contained in the Terms or such other express terms of a Contract shall give rise to any liability on Our part. You acknowledge, accept and agree that You have not been induced to enter into any Contract in reliance upon any statement, representation, agreement or understanding other than those set out in the relevant Contract.
8.4 No forbearance, delay or indulgence by either party in enforcing the provisions of any Contract shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a
waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
8.5 If any provision in a Contract shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law then that provision or part shall to that extent be deemed not to form part of that Contract and the enforceability of the remainder of that Contract shall not be affected.
8.6 We and You are each independent contractors with respect to each other and nothing in any Contract shall create any association, partnership, joint venture or agency relationship between us.
8.7 Any notice to be given under the Terms or a Contract must be given in writing and, for these purposes, email shall constitute writing such that notices given by email by one party to a correct email address for the other party (as notified by that party from time to time) shall be effective on the first business day after receipt of the same.
8.8 The Terms and each Contract (including all contractual and non-contractual rights and obligations arising out of the same or relating thereto) shall be governed by and construed in accordance with English law. You and We irrevocably agree to submit all claims and disputes (including non-contractual claims and disputes) arising in respect of the Terms and/or each Contract to the courts of England and Wales who shall have exclusive jurisdiction to deal with the same.