Consultancy Agreement Terms

These standard Consultancy Agreement Terms govern the relationship between Fractionality Ltd (Company Number: 13812805) (the Consultant) and the Client as defined in the accompanying Client Agreement or Electronic Form. These terms are subject to periodic updates and apply to all consultancy engagements unless expressly modified in writing.

1. DEFINITIONS

Agreement: This consultancy agreement, including all details specified in the Client Agreement or Electronic Form, the rate card, any agreed amendments, and any written addenda.

Client Personal Data: Any personal data processed on behalf of the Client under this Agreement.

Commencement Date: The date on which the Client accepts the Client Agreement or the date specified therein.

Consultancy Fees: Fees for consulting services provided, as outlined in the Fractionality Rate Card referenced in the Client Agreement, typically based on a retainer, fixed daily rate, and/or success fee structure.

Consultant Work: All work products developed during the consultancy engagement, including documents, reports, strategies, and deliverables.

Data Protection Laws: All applicable data protection laws, including but not limited to the UK GDPR.

Intellectual Property: All intellectual property created during the engagement, including copyrights, trademarks, patents, and trade secrets.

Minimum Fee: The agreed minimum fee for professional services, subject to a higher percentage of proceeds from a capital raise or transaction.

Nominated Consultant: The specific Fractionality consultant assigned to the Client, as defined in the Client Agreement, who may be changed at Fractionality's discretion or upon the Client’s reasonable request.

Success Fee: A fee payable upon the successful completion of a capital raise, debt financing, or business exit, calculated as a percentage of Total Funds Raised or Total Gross Consideration, as per the rate card.

Total Funds Raised: All capital raised, including funds committed and investments made in connection with the fundraising activity.

Total Gross Consideration: The total value of a business sale or transaction, including cash proceeds, deferred payments, earn-outs, and other related considerations.

2. SCOPE OF SERVICES

  • Fractionality Ltd will provide Fractional CFO, Strategic Financial Advisory and/or other services as specified in the Client Agreement or Electronic Form.

  • The Nominated Consultant will be identified in the Client Agreement and may be replaced by Fractionality or at the Client’s request, subject to reasonable availability and suitability.

  • Services include, but are not limited to, strategic financial leadership, capital raising support, transaction support (including business sales or exits), financial analysis, and operational financial guidance.

  • The Nominated Consultant will report to the Client's CEO or designated representative unless otherwise agreed.

3. FEES AND PAYMENT

  • Consultancy Fees: The Client agrees to pay the fees set out in the Fractionality Rate Card.

  • Payment Terms: Invoices will be issued on approximately the 24th of each month with 7-day payment terms unless otherwise agreed.

  • Retainer Fees: Retainer fees are invoiced monthly for the period and cover a specified level of service.

  • Transaction-Based Fees: Success fees related to fundraising, debt support, or business exits will be calculated based on a percentage of Total Funds Raised or Total Gross Consideration and are subject to a minimum fee of £100,000 unless otherwise agreed.

  • Late Payments: Interest on overdue payments will accrue at 8% per annum above the Bank of England base rate from the due date until paid in full.

4. INTELLECTUAL PROPERTY

  • All Consultant Work created during the engagement remains the intellectual property of Fractionality Ltd unless otherwise agreed in writing.

  • The Client receives a non-exclusive, non-transferable license to use deliverables for internal purposes only.

  • Any pre-existing IP belonging to the Client will remain the Client’s property.

5. DATA PROTECTION

  • Both parties agree to comply with all applicable Data Protection Laws.

  • The Consultant will act as a data processor where personal data is processed on behalf of the Client.

  • The Consultant will not share Client Personal Data with third parties without prior written consent, except where required by law.

6. TERM AND TERMINATION

  • Initial Term: The Agreement will commence on the Commencement Date and continue for the period specified in the Client Agreement.

  • Client Termination: The Client may only serve notice to terminate this Agreement after the Initial Term has been completed.

  • Notice Period: Following the Initial Term, either party may terminate the Agreement with 3 months’ written notice.

  • Immediate Termination: Fractionality may terminate the Agreement immediately if the Client:

    • Fails to pay within 30 days of an invoice due date.

    • Engages in unethical or illegal conduct.

    • Materially breaches the Agreement.

  • Post-Termination Obligations: Upon termination, Fractionality will provide a full handover of all materials and data to ensure continuity.

7. INDEPENDENT CONTRACTOR STATUS

  • Fractionality and its consultants are engaged as independent contractors and are not employees, partners, or agents of the Client.

  • Fractionality retains control over how the services are performed, provided they meet the agreed deliverables and timelines.

  • IR35 Compliance: All subcontractors engaged under Fractionality must operate independently, maintain £500k professional indemnity insurance, and be responsible for their own tax and NICs.

8. LIABILITY AND INDEMNITY

  • Limitation of Liability: The Consultant's total liability under this Agreement will not exceed the total fees paid in the preceding 6 months, except for liability arising from:

    • Gross negligence or willful misconduct.

    • Breach of confidentiality or data protection laws.

  • Indemnity: The Client agrees to indemnify Fractionality against all claims, liabilities, and expenses arising from:

    • Misrepresentation of financial data provided by the Client.

    • Unauthorised use of Consultant Work beyond the agreed scope.

9. NON-SOLICITATION

  • During the term of this Agreement and for a period of 18 months following termination, the Client agrees not to:

    • Solicit or attempt to hire any Fractionality consultants, subcontractors, or affiliates introduced during the engagement.

    • Circumvent Fractionality's services or engage with any consultants or subcontractors introduced by Fractionality for similar services without prior written consent.

This protection mirrors the contractor non-solicitation obligations imposed on Fractionality consultants to ensure consistent protection for all parties.

10. CONFIDENTIALITY

  • Both parties agree to keep all confidential information exchanged during the term of the Agreement strictly confidential and not to disclose it to third parties without prior written consent.

11. FORCE MAJEURE

  • Neither party will be liable for delays or failure to perform resulting from events outside their reasonable control, including acts of God, strikes, pandemics, or governmental restrictions.

12. GOVERNING LAW AND DISPUTE RESOLUTION

  • This Agreement will be governed by the laws of England and Wales.

  • Any disputes will first be attempted to be resolved through good faith negotiations. If unresolved, disputes will be subject to the exclusive jurisdiction of the English courts.

13. GENERAL PROVISIONS

  • Entire Agreement: This document and the associated rate card represent the entire agreement between the parties.

  • Amendments: Amendments must be in writing and agreed upon by both parties.

  • Assignment: The Client may not assign or transfer their rights without Fractionality’s prior written consent.

  • Severability: If any clause is deemed unenforceable, the remaining clauses remain effective.