1. Definitions

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In these Terms & Conditions:

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• “Company” means F&R Business Support Limited

• “Client” means any individual or organisation using the Company’s services

• “Services” means the administrative and operational support services provided by the Company

• “Service List” means any document or webpage outlining service scope, inclusions, and limitations

• “Proposal” means any quotation, scope of work, or service outline issued by the Company

• “Onboarding Documentation” means any forms, data, or information provided by the Client

• “Terms” means these Terms & Conditions of Service

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2. Application of Terms

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2.1 These Terms govern all Services provided by the Company.

2.2 By engaging the Company, the Client agrees to be bound by these Terms.

2.3 These Terms apply in addition to any Proposal, Service List, or onboarding documentation provided by the Company.

2.4 In the event of any conflict, these Terms shall prevail unless expressly stated otherwise in writing by the Company.

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3. Engagement & Commencement

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3.1 Services are subject to:

• Initial consultation

• Agreement of scope and pricing

• Completion of onboarding requirements​

3.2 Services shall not commence until:

• All required information has been provided

• Payment has been received in accordance with Clause 7

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4. Scope of Services

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4.1 Services are provided in accordance with the applicable Proposal or agreed scope.

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4.2 The Company:

• Provides administrative and operational support services only

• Does not provide legal, HR advisory, or accountancy services

• Does not act as a decision-maker unless expressly agreed in writing​

4.3 Any additional or out-of-scope services shall be subject to separate agreement and pricing.

4.4 All Services are provided on a reasonable endeavours basis.

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5. Standard of Care

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The Company shall perform Services with reasonable skill and care in accordance with generally accepted industry standards.

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6. Service Limitations & Observations

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6.1 The Client acknowledges that:

• The Company acts strictly in an administrative and support capacity

• The Company does not assume operational, legal, or financial responsibility

• The Company does not guarantee outcomes, results, or compliance​

6.2 Any service-specific limitations outlined in service descriptions or documentation form part of these Terms.

6.3 The Company shall not be responsible for outcomes arising from decisions made by the Client or third parties.

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7. Fees, Pricing & Payment Terms

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7.1 Fees are based on agreed scope, package, and estimated workload.

7.2 Invoices are issued monthly in advance unless otherwise agreed.

7.3 Payment is due within seven (7) days of invoice date.

7.4 Services are provided on an upfront payment basis.

7.5 The Company reserves the right to:

• Adjust fees where workload exceeds agreed scope

• Review and amend pricing with one (1) month’s notice

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8. Late Payment & Enforcement

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8.1 Where payment is not received:

• Services may be suspended or terminated

• Deliverables may be withheld

• Administrative charges may apply

8.2 Interest may be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

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9. One-Off & Additional Services

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Additional services:

• Must be agreed in advance

• Will be priced based on scope and workload

• Are subject to these Terms

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10. Client Responsibilities

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The Client shall:

• Provide accurate, complete, and timely information

• Provide documentation and approvals as required

• Ensure legal and regulatory compliance

• Maintain system access and data security

Failure to do so may impact service delivery and liability.

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11. Data Accuracy & Reliance

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The Company relies on Client-provided information and does not verify its accuracy unless expressly agreed.

The Client accepts full responsibility for any consequences arising from inaccurate, incomplete, or delayed information.

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12. Access, Systems & Training

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12.1 The Client shall provide access to all necessary systems and platforms.

12.2 The Client may be required to provide onboarding support or training.

12.3 The Company shall not be liable for errors arising from:

• System limitations

• Incorrect usage

• Lack of access or training

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13. Data Protection & Confidentiality

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13.1 Both parties shall comply with:

• UK GDPR

• Data Protection Act 2018

13.2 Confidentiality obligations apply to all information shared during the provision of Services.

13.3 The Company shall take reasonable measures to protect data; however, the Client remains responsible for data governance and access control.

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14. Policies

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Services are delivered in accordance with Company policies, including:

• Data Protection

• Confidentiality

• Information Security

Policies may be updated from time to time.

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15. Third-Party Systems & Providers

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The Company shall not be liable for:

• Third-party actions or decisions

• System failures or outages

• Delays caused by third parties

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16. Compliance & Advisory Limitation

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The Company provides administrative support only and does not provide regulated advice or guarantee compliance.

The Client remains fully responsible for all legal and regulatory obligations.

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17. Health & Safety Limitation

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17.1 The Company acts solely in an administrative and coordination capacity.

17.2 The Company does not:

• Conduct risk assessments

• Provide Health & Safety consultancy

• Assume duty of care for workplace safety

17.3 The Client remains fully responsible for Health & Safety compliance.

17.4 The Company accepts no liability for incidents, injuries, or regulatory breaches.

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18. Payroll Services (Where Applicable)

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Payroll is processed based on Client-provided data.

The Client remains responsible for HMRC compliance and payments.

The Company shall not be liable for penalties, fines, or errors resulting from incorrect or delayed data.

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19. Customer Service & Escalations

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The Company acts strictly on Client instructions and shall not be liable for complaint outcomes, legal proceedings, or financial loss.

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20. Intellectual Property

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All Company materials, templates, systems, and processes remain the Company’s intellectual property.

The Client is granted a non-exclusive licence for internal use only.

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21. Indemnity

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The Client shall indemnify and hold harmless the Company against any claims, losses, damages, or liabilities arising from:

• Client-provided data

• Breach of law or regulation

• Misuse of Services

• Third-party claims relating to the Client’s business

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22. Limitation of Liability

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22.1 The Company’s total liability shall be limited to fees paid in the preceding three (3) months.

22.2 The Company shall not be liable for:

• Indirect or consequential loss

• Loss of profit, business, or data

22.3 These limitations are considered reasonable under the Unfair Contract Terms Act 1977.

22.4 Nothing in these Terms excludes liability where unlawful.

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23. No Reliance

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The Client confirms that it has not relied on any representation not expressly set out in these Terms.

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24. Service Suspension

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The Company may suspend Services where:

• Payment is overdue

• Required access or information is not provided

• The Client breaches these Terms

• Continued service poses risk

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25. Term & Termination

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25.1 Services operate on a monthly rolling basis unless otherwise agreed.

25.2 Either party may terminate Services with one (1) month’s notice.

25.3 The Company may terminate Services immediately for breach or non-payment.

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26. Force Majeure

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The Company shall not be liable for delays or failure due to events beyond its reasonable control.

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27. Notices

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Notices may be given via email or registered address and are deemed received upon transmission or within two business days of posting.

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28. Dispute Resolution

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The parties shall attempt to resolve disputes amicably and, where appropriate, through mediation before legal proceedings.

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29. Variation

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The Company may update these Terms from time to time with reasonable notice.

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30. Assignment

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The Client may not assign or transfer any rights or obligations without prior written consent from the Company.

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31. Entire Agreement

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These Terms, together with any agreed Proposal or service documentation, constitute the entire agreement between the parties.

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32. Severability

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If any provision is found invalid or unenforceable, the remainder shall remain in full force and effect.

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33. Governing Law

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These Terms shall be governed by and construed in accordance with the laws of England and Wales.