Terms and Conditions

A.          Definitions

1.          The following definitions apply to this Contract:

a.     "Client" means the client identified in the Engagement Instruction;

b.     "Contract" has the meaning given to it in clause 2;

c.     “Engagement” has the meaning given to it in clause 4;

d.     "Engagement Instruction" means the engagement instruction accepted by the parties;

e.     "Expert" has the meaning given to it in clause 9;

f.      "Fees" means the fees payable by the Client for the supply of Services by RDA, as set out in the Engagement Instruction;

g.     "RDA" Rodwell Disputes Advisory Ltd, incorporated and registered in England and Wales with company number 12400239, and whose registered office is at 5 Beaconsfield Street, London, United Kingdom, N1C 4EW;

h.     "Services" means the services set out in the Engagement Instruction, and all other services RDA agrees to provide on instruction from the Client in writing or orally.

B.          Basis of contract

2.          The contract is comprised of: (a) these Terms and Conditions; and (b) an Engagement Instruction ("Contract").

3.          Each Engagement Instruction shall incorporate the most recent version of these Terms and Conditions and shall form a separate contract.

4.          RDA shall provide the expert evidence and such other advisory or supporting services in connection with the assignment(s) described in an Engagement Instruction (each an "Engagement").

5.          The Engagement Instruction shall be deemed to be accepted, and the Contract is formed, upon the earlier of: (a) the Client providing confirmation (including by email or other electronic communication) that it wishes RDA to proceed with the Engagement; or (b) the Client paying any invoice issued by RDA in connection with the Engagement.

6.          The Contract shall apply to: (a) all work performed in connection with an Engagement from the start of RDA's activity, even if such work commenced before the date an Engagement Instruction was accepted by the Client; and (b) all other Services in relation to which the Client instructs RDA, whether in writing or orally, unless a separate contract (such as a separate Engagement Instruction) is entered into between the parties.

7.          These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

8.          A contractual relationship based on the Contract is established only with RDA and not with its members, employees, consultants, or subcontractors.

C.          Scope of Engagement

9.          Thomas Rodwell (the "Expert") will be responsible for the Engagement and will provide expert evidence, if such evidence is required. The Expert will form an independent view in respect of matters that he is instructed to address. The Expert will be supported in his work by employees and members of RDA.

10.       RDA will perform the Services with reasonable skill and care and the Expert will form an independent opinion on the matters that he is instructed to consider.

11.       Unless agreed otherwise, the Expert will prepare a written report supporting his opinions.

12.       The Expert’s duties to the court (or tribunal, as relevant) will prevail if any conflict between their duties to the Client and to the court (or tribunal) arise.

D.         General

13.       No breach of this Contract will be waived without the express written consent of the party not in breach.

14.       If any provision of this Contract is deemed to be unlawful or unenforceable, the other provisions of this Contract will continue in effect, provided that RDA and the Client shall negotiate in good faith to amend the affected provision if any such declaration materially changes the commercial rationale of the Contract.

15.       This Contract may only be varied by a written agreement between the parties. Neither party shall in any way transfer to a third party the benefit or burden of this Contract without written consent from the other.

16.       Neither party shall be liable to the other for any delay or failure to fulfil its obligations if that delay or failure is due to causes beyond their control. The parties shall in good faith negotiate what action to take if such causes prevent performance of either party’s obligations for a period of more than 30 days.

17.       Under this Contract, RDA is not an employee of the Client but an independent contractor. If this Engagement involves RDA acting for more than one party or persons, they shall be jointly and severally liable for all obligations under this Contract.

18.       This Contract shall be governed by and construed in accordance with English Law. The Courts of England shall have exclusive jurisdiction to adjudicate any claim or dispute concerning the Contract and any matters arising from it.

19.       Nothing in the Contract precludes RDA, nor any employee or contract of RDA, complying with the professional or ethical requirements of any professional body of which they are a member.

E.          Client undertakings

20.       The Client confirms that it has the power and authority to enter into the Contract.

21.       The Client undertakes to: (a) obtain and provide appropriate advice in respect of all laws and regulations which may be applicable to the Client in connection with the Engagement; and (b) communicate such advice to RDA if it is or may be relevant to RDA’s performance of the Services.

22.       The Client undertakes to provide, on a timely basis, information and assistance to RDA as RDA may reasonably request to enable the Services to be completed.

23.       If the Client subsequently becomes aware that any information provided is incorrect or otherwise should not be relied upon, the Client undertakes to immediately notify RDA in writing.

F.          Fees and payment

24.       The Client shall pay RDA the Fees and other charges in accordance with this Section F and the Engagement Instruction.

25.       Unless a fixed Fee has been agreed in the Engagement Instruction, the Services will be charged on a time and materials basis at RDA's applicable hourly rates (as updated from time to time). RDA will invoice the Client monthly in arrears.

26.       Where a fixed Fee has been agreed in the Engagement Instruction, RDA shall invoice the Client: (a) 50% of the Fees at the outset of the Engagement, and RDA shall not commence the Services until such amount has been received in cleared funds; and (b) for the remaining 50% of the Fees on completion of the Services, and RDA shall not release the work product until such amount has been received in cleared funds.

27.       All sums payable by the Client exclude value added tax ("VAT"). The Client shall, on receipt of a valid VAT invoice from RDA, pay to RDA any additional amounts in respect of VAT as are chargeable on those sums.

28.       Unless otherwise agreed in the Engagement Instruction, invoices are payable (without deduction or set-off) within 14 days of the date of the invoice. Payment shall be made to the bank account nominated by RDA.

29.       If the Client fails to make any payment due to RDA under the Contract by the due date for payment, then without prejudice to any other right or remedy RDA may have, RDA may: (a) charge (and the Client shall pay) interest on the overdue amount at the rate of 8% per annum above the Official Bank Rate of the Bank of England; and (b) suspend the Services until all sums are paid.

30.       RDA may increase its hourly rates at any point and typically does so in January of each year. RDA shall communicate any changes to the Client before any increases take effect.

31.       Any direct expenses reasonably incurred in the performance of the Engagement (for example, travel and accommodation) will be recharged to the Client at cost. The Expert will submit his report, and any other written work product, in digital form. RDA will charge reasonable printing costs if printed copies are required.

G.         Reports, Advice and Expert Testimony

32.       The Client acknowledges that draft reports or advice issued by RDA, whether oral or written, are not final, and may be revised. This may mean that drafts are substantially different from any final report or advice issued.

33.       The Client agrees that RDA will not release any work product, nor shall the Expert provide any expert testimony, until all Fees due to RDA have been paid in full and cleared funds.

H.         Dispute resolution

34.       If the Client disagrees with any amount due under an invoice issued by RDA, the Client shall communicate such disagreement to RDA in writing within 30 days of the invoice date. Any claim not made within that period shall be deemed to be waived. In the event of a dispute over the amount of Fees, such amount as is not disputed shall be paid forthwith.

35.       In the event of a dispute or alleged breach the parties will in good faith attempt to resolve the matter prior to litigation.

I.           Licence

36.       RDA retains all intellectual property rights of all work created by RDA. RDA grants the Client a non-exclusive licence to use the works created as part of or in connection with the Services, provided no invoiced amounts are overdue.

J.           Limitations of liability

37.       RDA will accept liability for the Client’s actual losses which were directly and proximately caused by breach of contract or negligence by RDA in connection with or arising out of the Contract. The aggregate liability of RDA is limited to the aggregate value of RDA’s Fees in respect of the Engagement at the date of breach of contract or commission of the tort.

38.       Any legal proceedings arising under or in connection with the Contract must be brought: (i) within two years from when the Client becomes aware of, or should reasonably have been aware of, the matters which give rise to the alleged liability; and (ii) in any event, within four years of any alleged breach of contract or consummation of tort.

39.       Unless instructed otherwise, RDA may e-mail the Client or anyone involved in the Engagement. RDA will take reasonable care to ensure that its computer systems are free from viruses. However, it remains the recipient’s responsibility to ensure that any emails or attachments are free from viruses. RDA accepts no liability for any loss caused by the exchange of email or other electronic communications.

40.       The Client agrees not to bring any claim in respect of loss suffered by the Client arising under or in connection with the Contract against any of RDA’s members, employees or agents. This restriction does not exclude RDA’s liability for the acts of any of its members, employees or agents.

41.       Nothing in this Contract limits or excludes liability for death or personal injury caused by negligence, or any liability that cannot be legally limited.

K.          Termination

42.       Both parties may terminate the Contract for whatever reason with written notice.

43.       Upon termination, the Client shall immediately pay to RDA all Fees and expenses due in respect of the Services provided up to the date of termination, together with any reasonable expenses incurred as a result of termination.

44.       Upon termination, and at the request of the other party, each party shall return all property and documentation related to the Services that is in its possession, save for copies of such documents that it requires to maintain for professional and regulatory purposes.

45.       Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

L.          Confidentiality

46.       During the course of the Engagement, both the Client and RDA may be given access to confidential information. The Client and RDA shall not use any such confidential information for any purpose other than that for which it was intended.

47.       Both RDA and the Client agree to protect the confidentiality of information of the other. The parties shall exercise reasonable care in protecting such confidential information.

48.       The Client and RDA will not disclose any confidential information to any third party, without prior written consent of the other party, save as permitted in these Terms and Conditions. This includes any advice or reports issued as well as the terms and conditions of the Engagement and amounts payable in respect of it.

49.       The Client consents to RDA disclosing confidential information: (a) to third parties engaged by RDA to assist in delivering the Services, provided RDA imposes equivalent confidentiality obligations on such parties; (b) to technology and infrastructure service providers (including cloud hosting and AI-enabled platforms) used in the ordinary course of the Engagement, subject to appropriate safeguards; and (c) where required by law, court order, or any relevant regulatory body.

50.       In no event, regardless of whether consent has been provided, shall RDA assume any responsibility to any third party to which advice or a report is disclosed or otherwise made available.

M.        Data protection

51.       RDA and the Client will act as separate and individual controllers in relation to any personal data processed by them as part of the Services provided under this Contract in accordance with the UK General Data Protection Regulation and other applicable data protection laws.

52.       Where RDA engages third-party service providers to process personal data on its behalf, RDA will ensure that appropriate data processing agreements are in place with such providers.

53.       More information on RDA’s data privacy policy is available on its website at: https://www.rd-a.co.uk/privacy-policy.

N.         Use of AI Tools

54.       RDA may use technology-assisted tools, including AI-enabled systems, to support aspects of its work under the Engagement (e.g. document review, data analysis, etc.). Such tools are used under appropriate professional supervision, and RDA remains fully responsible for all advice and work product provided to the Client. Any use of such tools is subject to appropriate contractual, technical and organisational safeguards to protect confidentiality and personal data. The Client's information is not used to train AI models. AI systems do not make automated decisions which produce legal or similarly significant effects.

O.         Regulations

55.       As a provider of accountancy or related services in the UK, RDA is subject to the legal and regulatory requirements relating to anti-money laundering and counter-terrorist financing. RDA is required to take reasonable steps to verify the identity of the Client and, where applicable, their beneficial owners.

56.       RDA shall have no obligation to provide the Services until it has completed its identity verification obligations in accordance with applicable laws.

57.       RDA and the Client acknowledge and authorise the other to disclose information as required by law or regulation.