1. About These Terms

These Terms & Conditions ("Terms") govern the provision of consulting, advisory and mentoring services ("Services") by Kiwi Franco Consulting Limited, a company registered in England and Wales ("Kiwi Franco", "we", "us", "our") to any individual or organisation that engages us ("Client", "you", "your").

By instructing us to provide Services, signing a proposal or engagement letter with us, or otherwise engaging us, you agree to be bound by these Terms. Where a signed engagement letter or statement of work sets out terms that conflict with this document, the engagement letter takes priority for that engagement.

2. Our Services

We provide professional consulting, mentoring and advisory services to SMEs and start-up businesses, which may include:

• Business performance consulting

• Corporate finance consulting, including support with transactions, financial due diligence and related financial analysis

• Executive and leadership team mentoring

• Related strategic, operational, financial, and organisational advisory work as agreed with you

The exact scope of any engagement, including deliverables, timescales and fees, will be set out in a proposal, engagement letter, or statement of work agreed in writing before work begins ("Engagement"). These Terms apply to every Engagement unless we agree otherwise with you in writing.

3. Nature of Our Advice

We are a management consulting practice. Unless expressly stated in your Engagement letter:

• We do not hold ourselves out as providing regulated financial advice, investment advice, legal advice, tax advice, or statutory audit services.

• We are not authorised or regulated by the Financial Conduct Authority.

• Our consultants may hold professional qualifications (including chartered accountancy qualifications); however, we do not operate as a licensed accountancy practice and do not provide statutory accounts, audit, or reserved legal/accountancy services.

Where a matter falls outside our expertise or requires regulated advice (for example, tax filings, legal contracts, investment advice, or audit), we will recommend that you seek advice from an appropriately qualified and regulated professional. You should not treat our output as a substitute for independent legal, tax, regulatory or audit advice specific to your circumstances.

4. Engaging Us

Before we begin work, we will normally agree with you in writing:

• The scope of the Services and any deliverables

• Timescales and key milestones

• Our fees and how they will be charged

• The individuals responsible for the Engagement on both sides

We reserve the right to decline or terminate an Engagement, including where we identify a conflict of interest, where the scope is unclear, or where we reasonably believe we cannot properly serve you.

5. Fees, Expenses and Payment

Fees will be agreed with you in advance, on either a fixed-fee, day-rate, retainer, or milestone basis as set out in your Engagement letter.

5.1 Invoicing

Unless otherwise agreed, we will invoice you monthly, or in accordance with the milestones set out in your Engagement letter. Invoices are payable within 7 days of the invoice date, in pounds sterling, by bank transfer, unless another payment method is agreed.

5.2 Expenses

Reasonable, pre-agreed out-of-pocket expenses incurred in delivering the Services (for example, travel, accommodation or third-party costs) will be charged in addition to our fees and itemised on invoices.

5.3 Late Payment

If an invoice is not paid by its due date, we reserve the right to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, and/or to suspend Services until payment is received.

5.4 VAT

All fees are quoted exclusive of VAT, which will be added at the prevailing rate where applicable.

6. Client Responsibilities

To enable us to deliver the Services effectively, you agree to:

• Provide timely, accurate and complete information, data and documentation reasonably requested by us

• Make appropriate personnel available for meetings, interviews and reviews as reasonably required

• Notify us promptly of any changes that may affect the scope, timing or basis of the Engagement

• Take your own decisions regarding the implementation of any recommendations we provide

We will rely on the accuracy and completeness of information provided by you and your organisation. We accept no responsibility for the consequences of any errors, omissions or delays arising from information supplied to us that we had no reasonable means of verifying.

7. Intellectual Property

Unless otherwise agreed in writing, we retain ownership of any pre-existing methodologies, tools, templates, know-how and materials that we use or develop in the course of providing the Services ("Kiwi Franco Materials").

On payment in full of all relevant fees, we grant you a non-exclusive, non-transferable licence to use any reports, deliverables and work product prepared specifically for you under the Engagement ("Deliverables") for your own internal business purposes. Deliverables may not be reproduced, distributed, or relied upon by any third party without our prior written consent, save as expressly agreed in your Engagement letter.

You retain ownership of all materials, data and information you provide to us.

8. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other in connection with the Engagement, and to use it only for the purposes of the Engagement, except where disclosure is:

• Required by law, regulation, or a competent court or regulatory authority

• Made to professional advisers under a duty of confidentiality

• Already in the public domain other than as a result of a breach of this clause

This obligation survives termination of the Engagement and continues for as long as the relevant information remains confidential.

9. Data Protection

We process personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018. Where we process personal data on your behalf in the course of an Engagement, we will do so only on your documented instructions and will enter into a data processing agreement with you where appropriate.

Further information on how we collect, use and protect personal data is set out in our Privacy Policy, available on request or published on our website.

10. Limitation of Liability

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, our total aggregate liability to you arising out of or in connection with an Engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of (a) the total fees paid by you to us under the relevant Engagement in the 12 months preceding the event giving rise to the claim, or (b) £1,000, unless a higher cap is expressly agreed in writing in your Engagement letter.

We shall not be liable for any indirect, special or consequential loss, or for loss of profits, revenue, business, contracts, goodwill or anticipated savings, in each case whether direct or indirect, arising out of or in connection with the Services.

We provide advice and recommendations based on the information available to us at the time. We are not liable for decisions taken by you or your organisation in reliance on our advice, or for the outcome of any strategy, transaction or decision that you choose to implement.

11. Indemnity

You agree to indemnify us in full against any claims, losses, liabilities or costs (including reasonable legal fees) arising from any breach by you of these Terms, or from any claim brought by a third party arising from your use of our Deliverables outside the scope of the licence granted in Clause 7.

12. Termination

Either party may terminate an Engagement by giving the other not less than the notice period specified in the Engagement letter (or, where none is specified, 90 days' written notice).

Either party may terminate an Engagement immediately by written notice if the other party commits a material breach of these Terms that is not remedied within 14 days of being asked to do so, or becomes insolvent, enters administration, or ceases to trade.

On termination, you will pay for all Services properly performed and expenses properly incurred up to the date of termination. Clauses relating to confidentiality, intellectual property, limitation of liability, and indemnity survive termination.

13. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, war, civil unrest, industrial action, or failure of third-party systems.

14. Complaints

We aim to provide a high standard of service at all times. If you are unhappy with any aspect of our Services, please contact us using the details in Clause 16 so that we can investigate and seek to resolve the matter promptly.

15. General

15.1 Entire Agreement

These Terms, together with the relevant Engagement letter or statement of work, constitute the entire agreement between the parties in relation to the Engagement and supersede all prior discussions, representations or agreements.

15.2 Variation

We may update these Terms from time to time, for example to reflect changes in our services or legal requirements. The current version will always be available on our website. Changes will not apply retrospectively to an Engagement already agreed unless required by law or agreed with you in writing.

15.3 Assignment

Neither party may assign or transfer its rights or obligations under an Engagement without the other party's prior written consent, except that we may assign our rights to a successor in the event of a merger, acquisition, or sale of our business.

15.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

15.5 No Partnership

Nothing in these Terms creates a partnership, joint venture, or relationship of employer and employee between the parties.

15.6 Third Party Rights

A person who is not a party to an Engagement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

16. Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

17. Contact Us

If you have any questions about these Terms, please contact us:

• Kiwi Franco Consulting Limited, London, United Kingdom

• Email: theteam@kiwifranco.co.uk

• Telephone: +44 (0)774 882 6448