Terms & Conditions

These terms and conditions of business (the “Terms”) constitute a legally binding agreement between JT FINANCIAL CONSULTANTS LIMITED, a private company limited by shares incorporated in England and Wales under company number 09543431, whose registered office is at 6 Brook Street, Wymeswold, Loughborough, LE12 6TU, United Kingdom (the “Firm”, “we”, “us” or “our”), and you, whether acting as a visitor to this website, a prospective client, or a counterparty to an executed engagement letter (the “Client” or “you”).

In these Terms, unless the context otherwise requires:

• “Engagement Letter” means the mandate, scope of work letter or statement of work executed between the Firm and the Client, together with any schedules, fee annexes and side letters incorporated therein by reference.
• “Services” means the advisory, asset management, business development, exit strategy, venture capital and wealth management services described in the Engagement Letter.
• “Deliverables” means any report, model, memorandum, valuation, information memorandum, forecast, presentation or other work product prepared by the Firm in the course of performing the Services.
• “Confidential Information” means all non-public information disclosed by one party to the other, whether orally, in writing or by inspection of tangible objects, which is designated as confidential or which a reasonable person would understand to be confidential.
• “Applicable Law” means all statutes, statutory instruments, regulatory rules, codes of practice and binding guidance in force in England and Wales from time to time, including the Financial Services and Markets Act 2000 (FSMA), the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the MLRs), the Bribery Act 2010, the Proceeds of Crime Act 2002 (POCA), the UK GDPR and the Data Protection Act 2018.

Headings are for convenience only and do not affect construction. References to a statute include any subordinate legislation made under it and any amendment, consolidation or re-enactment thereof. The words “including”, “in particular” and “for example” are illustrative and shall not limit the generality of the preceding words (ejusdem generis is expressly disapplied).

By accessing, browsing or otherwise using this website you accept these Terms in full. If you do not accept them you must cease using the website immediately. Where the Firm and the Client have executed an Engagement Letter, these Terms are incorporated into that Engagement Letter by reference and form part of the entire agreement between the parties.

In the event of conflict or inconsistency, the documents shall prevail in the following descending order of precedence: (i) the Engagement Letter, including any negotiated special conditions; (ii) any schedule or annex expressly incorporated into the Engagement Letter; (iii) these Terms; and (iv) any other document referenced by the parties. No terms or conditions endorsed upon, delivered with, or contained in any purchase order, order confirmation or similar document issued by the Client shall form part of the agreement, and any such terms are expressly excluded (the “battle of the forms” is resolved in favour of these Terms).

Nothing on this website constitutes, and should not be construed as, a personal recommendation, investment advice, an inducement to enter into an investment agreement, or a financial promotion within the meaning of section 21 FSMA. The content is provided for general informational purposes to a professional audience and does not take account of any particular person’s investment objectives, financial situation, knowledge and experience, risk tolerance or capacity for loss.

The Firm does not hold client money or client assets, does not act as custodian, and does not conduct discretionary portfolio management for retail clients. Where any aspect of a proposed mandate would constitute a regulated activity under the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 for which the Firm does not hold the requisite Part 4A permission, the Firm will either (a) decline the mandate, (b) arrange for the relevant activity to be carried on by an appropriately authorised third party, or (c) rely on an available exclusion or exemption, which will be disclosed to the Client in writing in the Engagement Letter.

Where the Firm introduces a Client to an authorised person, the Firm accepts no responsibility for the acts, omissions, solvency or regulatory conduct of that third party, and the Client will contract with that third party directly on that party’s own terms.

The value of investments and the income derived from them can fall as well as rise. Past performance is not a reliable indicator of future results. Capital is at risk and you may receive back less than you invested. Forward-looking statements, projections and forecasts are inherently uncertain and are based on assumptions which may prove incorrect.

The Firm ordinarily contracts with professional clients, eligible counterparties, high-net-worth individuals, sophisticated investors, corporates and institutional counterparties. Prior to onboarding, the Firm will categorise the Client and notify it of that categorisation and of any right to request re-categorisation, noting that re-categorisation may result in the loss of certain regulatory protections and access to the Financial Ombudsman Service or the Financial Services Compensation Scheme.

The website is directed at persons in the United Kingdom. It is not directed at, and the Services are not offered to, any person in any jurisdiction where such distribution or offer would be contrary to local law or regulation, including — without limitation — any “U.S. Person” as defined in Regulation S under the U.S. Securities Act of 1933. Persons accessing this website from outside the United Kingdom do so on their own initiative and are responsible for compliance with local law.

The Firm is required to conduct customer due diligence (CDD) and, where a higher risk of money laundering or terrorist financing is identified, enhanced due diligence (EDD) in accordance with the MLRs. The Client shall promptly provide, and procure that its beneficial owners, officers and controllers provide, all identification documents, source-of-funds and source-of-wealth evidence, corporate structure charts, ultimate beneficial ownership declarations and politically exposed person (PEP) disclosures reasonably requested.

The Firm may screen the Client and connected parties against UK, EU, UN and OFAC sanctions lists and adverse media sources on an ongoing basis. The Firm reserves the right to suspend or terminate any engagement, decline to act, and freeze delivery of any Deliverable where onboarding cannot be completed to its satisfaction or where continuing would place it in breach of Applicable Law.

The Client acknowledges that the Firm may be required to make a suspicious activity report (SAR) to the National Crime Agency under POCA and that the Firm is prohibited by the tipping-off provisions of section 333A POCA from informing the Client that such a report has been or may be made. The Firm shall have no liability for any loss arising from any delay or non-performance caused by compliance with those obligations.

The Firm shall perform the Services with the reasonable skill, care and diligence to be expected of a competent professional adviser experienced in providing services of a similar scope, nature and complexity. The Firm’s obligations are obligations of means (obligation de moyens) and not of result: the Firm gives no warranty, express or implied, that any transaction will complete, that any funding will be raised, that any valuation will be achieved, or that any commercial or investment objective will be attained.

The scope of the Services is limited strictly to that set out in the Engagement Letter. The Firm owes no duty to advise on matters outside that scope, including tax, legal, accounting, actuarial, insurance, pensions, environmental or technical due-diligence matters, in respect of which the Client should retain appropriately qualified specialists. Any observation made by the Firm on such matters is incidental and shall not be relied upon.

The Firm may, at its discretion and without notice, engage subcontractors, sub-consultants or affiliates to perform part of the Services, but shall remain responsible for their performance as if performed by the Firm itself.

The Client shall provide the Firm with complete, accurate and timely information, documents, access to personnel and management, and such cooperation and decisions as the Firm reasonably requires. The Client warrants that all information supplied is true, complete and not misleading in any material respect, and that no material fact has been omitted.

The Firm shall be entitled to rely without independent verification upon all information supplied by or on behalf of the Client and upon information obtained from public sources and third-party data providers. The Firm does not conduct an audit and expresses no audit opinion. Any Deliverable shall be read subject to the assumptions, qualifications, reservations and limiting conditions stated within it.

Where the Firm’s performance is delayed, obstructed or rendered more onerous by the Client’s failure to comply with this clause, the Firm shall be entitled to an extension of time and to recover any additional fees and expenses reasonably incurred.

Fees are as set out in the Engagement Letter and may be structured as fixed fees, time-based fees at agreed hourly or daily rates, retainers, success or completion fees, or a combination thereof. Unless expressly stated to be inclusive, all fees are exclusive of value added tax (VAT) and of disbursements, which shall be recharged at cost.

Invoices are payable in pounds sterling within thirty (30) days of the invoice date in cleared funds, without set-off, counterclaim, deduction or withholding save as required by law. If the Client is required to make a withholding or deduction on account of tax, the sum payable shall be grossed up so that the Firm receives the amount it would have received absent such withholding.

The Firm reserves the right to charge statutory interest and compensation on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998, and to suspend performance of the Services and withhold Deliverables (a general lien) while any undisputed invoice remains unpaid for more than fourteen (14) days after written notice.

All intellectual property rights subsisting in the website, its underlying code, the Firm’s methodologies, models, templates, know-how and in the Deliverables vest in and remain the absolute property of the Firm. Nothing in these Terms operates to transfer or assign any such rights.

Upon payment in full of all sums due, the Firm grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Deliverables for the Client’s internal business purposes and solely for the purpose for which they were prepared. The Deliverables may not be disclosed, quoted from, referred to, filed with any governmental or regulatory body, or reproduced in any prospectus, circular or offering document without the Firm’s prior written consent.

No duty of care is owed by the Firm to any third party who obtains access to a Deliverable, and the Firm disclaims all liability to such persons. The Client shall indemnify the Firm against any claim brought by a third party arising from the Client’s disclosure of a Deliverable in breach of this clause.

Each party shall keep the other’s Confidential Information secret, use it solely for the purposes of the engagement, and disclose it only to those of its officers, employees and professional advisers who need to know it and who are bound by equivalent obligations. These obligations survive termination for a period of five (5) years, and indefinitely in respect of trade secrets and personal data.

The obligations do not apply to information which is or becomes public otherwise than by breach, was lawfully in the recipient’s possession free of restriction, is independently developed without reference to the disclosing party’s information, or is required to be disclosed by Applicable Law, court order or a competent regulator.

The Firm acts for multiple clients and may act for parties whose interests conflict or compete with those of the Client. The Firm operates internal conflict-check procedures and, where appropriate, information barriers (Chinese walls) and separate deal teams. Subject to its confidentiality obligations, the Firm is free to provide services to competitors of the Client and is not obliged to disclose to the Client any information obtained in the course of acting for another client.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the statutory implied terms as to title, or for any other liability which cannot lawfully be excluded or limited.

Subject to the foregoing, and to the maximum extent permitted by law:

• the Firm’s aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, shall not exceed the lower of (i) the total professional fees actually paid to the Firm under the relevant Engagement Letter in the twelve (12) months preceding the event giving rise to the claim, and (ii) any financial cap specified in the Engagement Letter;
• the Firm shall have no liability for indirect, special or consequential loss, nor for any loss of profit, revenue, anticipated savings, goodwill, reputation, business opportunity, contract, data, or for any diminution in the value of any asset or investment, in each case whether direct or indirect and whether or not foreseeable;
• the Firm’s liability shall be several and not joint or joint and several, and shall be limited to that proportion of the Client’s loss which it is just and equitable for the Firm to pay having regard to the contribution to that loss of any other person, irrespective of whether that other person is insolvent, has the benefit of a limitation or exclusion of liability, or cannot be joined to the proceedings (a proportionate liability / net-contribution clause);
• no claim may be brought against the Firm more than two (2) years after the date on which the Client first became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, this period being substituted for any longer statutory limitation period; and
• no claim shall be brought against any individual director, officer, employee, consultant or agent of the Firm personally, and each such person may enforce this provision under the Contracts (Rights of Third Parties) Act 1999.

The Client shall indemnify, defend and hold harmless the Firm and its officers, employees and agents against all claims, demands, proceedings, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees on an indemnity basis) suffered or incurred as a result of or in connection with (i) any third-party claim arising from the Services, save to the extent directly attributable to the Firm’s own fraud, wilful default or negligence; (ii) any breach by the Client of these Terms; and (iii) any inaccuracy, incompleteness or misleading nature of information supplied by or on behalf of the Client.

The website is provided on an “as is” and “as available” basis. The Firm gives no warranty that the website will be uninterrupted, timely, secure, error-free or free from viruses or other malicious code, and reserves the right to suspend, withdraw or amend all or any part of the website without notice.

You must not:

• use the website in any way that breaches Applicable Law or is fraudulent, unlawful or has any unlawful purpose or effect;
• introduce any virus, trojan, worm, logic bomb, keystroke logger, spyware or other material that is malicious or technologically harmful;
• attempt to gain unauthorised access to the website, the server on which it is stored, or any server, computer or database connected to it, or launch any denial-of-service or distributed denial-of-service attack;
• systematically extract, scrape, mine, index or re-utilise any part of the website or its underlying data (including for the training of machine-learning or generative artificial-intelligence systems) without express prior written consent; or
• frame, mirror or deep-link to the website in a manner that damages or exploits the Firm's reputation.

Any breach of this clause may constitute a criminal offence under the Computer Misuse Act 1990 and will be reported to the relevant law-enforcement authorities.

Where the website contains links to third-party sites, such links are provided for information only. The Firm has no control over, and accepts no responsibility for, the content, accuracy, availability or privacy practices of those sites.

Either party may terminate an engagement on thirty (30) days’ prior written notice. Either party may terminate immediately by written notice if the other commits a material breach which is irremediable or, being remediable, is not remedied within fourteen (14) days of written notice, or suffers an insolvency event including the appointment of an administrator, liquidator or receiver, the making of a winding-up order, or entry into a company voluntary arrangement.

The Firm may suspend or terminate immediately where continuing would, in its reasonable opinion, breach Applicable Law, professional or regulatory obligations, or give rise to an unmanageable conflict of interest.

On termination the Client shall pay for all Services performed and disbursements incurred up to the effective date, together with any success or completion fee that has accrued or that becomes payable under any agreed tail provision. Clauses relating to fees, intellectual property, confidentiality, data protection, liability, indemnity and governing law survive termination.

Neither party shall be in breach of these Terms nor liable for any delay in performing or failure to perform any obligation (other than an obligation to pay money) if such delay or failure results from an event beyond its reasonable control, including act of God, war, terrorism, civil commotion, epidemic or pandemic, government or regulatory action, industrial dispute, failure of utilities, telecommunications or internet services, cyber-attack, or failure of a market infrastructure or third-party provider.

• Assignment. The Client may not assign, transfer, charge or sub-contract any of its rights or obligations without the Firm’s prior written consent. The Firm may assign or novate to an affiliate or to a successor in title to its business.
• Third-party rights. Save as expressly stated, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
• Entire agreement. The Engagement Letter and these Terms constitute the entire agreement and supersede all prior discussions, representations and understandings. Each party acknowledges that it has not relied on any statement or representation not expressly set out herein, save that nothing limits liability for fraudulent misrepresentation.
• Variation. No variation is effective unless in writing and signed by an authorised representative of each party. The Firm may amend the website terms by publishing an updated version on this page.
• Waiver. No failure or delay in exercising a right constitutes a waiver of that or any other right.
• Severance. If any provision is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, and the remaining provisions shall continue in full force.
• Notices. Notices must be given in writing and delivered by hand, pre-paid first-class post to the registered office, or by email to Info@jtfinuk.com. Notices by email are deemed received at the time of transmission, provided no delivery-failure notification is received.
• Anti-bribery and modern slavery. Each party shall comply with the Bribery Act 2010 and the Modern Slavery Act 2015 and maintain adequate procedures designed to prevent bribery, tax evasion facilitation and modern slavery in its business and supply chain.

If you are dissatisfied with any aspect of our Services, please submit a written complaint to the Director at Info@jtfinuk.com or to our trading address at 2nd Floor, Berkeley Square House, Berkeley Square, London W1J 6BD, United Kingdom. We will acknowledge your complaint promptly, investigate it fairly and impartially, and provide a substantive written response setting out our findings and any proposed remedy. Depending on your client categorisation and the nature of the matter, you may also have a right to refer your complaint to an alternative dispute-resolution body.

These Terms, the Engagement Letter and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation, are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales, save that the Firm retains the right to bring proceedings in any other jurisdiction to protect its intellectual property or to recover sums due.

JT FINANCIAL CONSULTANTS LIMITED
Registered in England and Wales, company number 09543431
Registered office: 6 Brook Street, Wymeswold, Loughborough, LE12 6TU, United Kingdom
Trading address: 2nd Floor, Berkeley Square House, Berkeley Square, London W1J 6BD, United Kingdom
Telephone: 020 7315 4294
Email: Info@jtfinuk.com