Terms of Business | FP Advance

Terms of Business

  1. About us
    • Company details. FP Advance Limited (company number 05374616) (we and us) is a company registered in England and Wales and our registered office is at 30 City Road London EC1Y 2AB. Our VAT number is 858 2482 90. We operate the website https://fpadvance.com/.
    • Contacting us. To contact us, use the contact details located at https://fpadvance.com/contact/.
  2. Our contract with you
    • Our contract. These terms and conditions (Terms of Business) apply to the purchase by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
  3. Purchasing our Services
    • Placing your order. Please follow the onscreen prompts to purchase our Services. Entering your details and following the onscreen prompts to purchase our Services constitutes an offer by you to purchase the Services (Services) subject to these Terms of Business.
    • Acknowledging receipt of your purchase request. After you submit your purchase request, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your purchase request has necessarily been accepted. Our acceptance of your purchase request will take place as described in clause 3.
    • Accepting your purchase request. Our acceptance of your purchase request takes place when we send an email to you to accept it (Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Confirmation.
    • If we cannot accept your purchase request. If we are unable to supply you with the Services for any reason, we will inform you of this by email or telephone and we will not process your purchase request. If you have already paid for the Services, we will refund you the full amount.
  4. Cancelling the Contract
    • You can cancel the Contract at any time by emailing or calling us using the contact details located at https://fpadvance.com/contact/. If you are emailing us or writing to us, please include the details of the Services you have purchased to help us identify you.
    • If you cancel the Contract, we will refund you in full for any fees already paid for Services not yet received. We will deduct from any refund an amount for the provision of the Services provided for the period up to the time when you gave notice of cancellation.
  5. Our Services
    • Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
    • Compliance with documentation. Subject to our right to amend our documentation (see clause 3) we will supply the Services to you materially in accordance with our documentation for the Services appearing on our website at the date of your purchase request.
    • Changes to documentation. We reserve the right to amend our documentation relating to the Services, including if required by any applicable statutory or regulatory requirement.
    • Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
    • Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Confirmation and/or as otherwise agreed between us or communicated to you by us, but any such dates are estimates only and failure to perform the Services by such dates will not constitute a breach of the Contract.
  6. Your obligations
    • It is your responsibility to ensure that:
      • the terms of your purchase request are complete and accurate;
      • you cooperate with us in all matters relating to the Services;
      • where relevant to the Services, you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;
      • you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      • you comply with all applicable laws, including health and safety laws; and
      • where relevant, you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.
    • If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 1 (Your Default):
      • we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 13 (Termination);
      • we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      • it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  7. Charges
    • In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.
    • The Charges are the prices quoted on our site or otherwise provided to you by us at the time you submit your purchase request.
    • If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
    • Our Charges may change from time to time, but changes will not affect any purchase request you have already placed. We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
    • Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
  8. How to pay
    • Payment for the Services is in advance. We will take your first payment upon acceptance of your purchase request and will take subsequent payments monthly in advance.
    • If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 13 (Termination), we reserve the right to charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 3 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    • We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  9. Intellectual property rights
    • All intellectual property rights in or arising out of or in connection with the Services are and will be owned by us or our licensees.
    • We hereby grant you a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to use the materials provided by us as part of the Services for the purpose of receiving and using the Services and for your own internal business purposes. You may not sub-license, assign or otherwise transfer the rights granted in this clause. In particular, you must not use any part of such materials for commercial purposes without obtaining a licence to do so from us or our licensors.
    • You must not modify the paper or digital copies of any materials provided to you as part of the Services, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of such materials must always be acknowledged.
  10. Privacy and Data Protection

Please see our Privacy Policy for details regarding how we handle your personal information.

  1. Limitation of liability
    • Nothing in the Contract limits or excludes any liability which cannot legally be limited or excluded, including liability for: (a) death or personal injury caused by negligence; and/or (b) fraud or fraudulent misrepresentation.
    • Subject to clause 1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and/or (g) any indirect or consequential loss.
    • Subject to clauses 1 and 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to an amount equivalent 100% of the total Charges paid under the Contract.
    • All implied conditions, warranties, representations or other terms that may apply to the provision of the Services and/or these Terms of Business are excluded to the maximum extent permitted by applicable law.
    • This clause 11 will survive termination of the Contract.
  2. Confidentiality
    • We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 2.
    • We each may disclose the other’s confidential information:
      • to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
  3. Termination, consequences of termination and survival
    • Termi Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
      • you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
      • you fail to pay any amount due under the Contract on the due date for payment;
      • you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      • your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    • Consequences of termination
      • On termination of the Contract you must return all of Our Materials and any deliverables which have not been fully paid for. If you fail to do so, then we receive the right to take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
      • Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  4. Force Majeure
    • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Force Majeure).
    • If an event of Force Majeure takes place that affects the performance of our obligations under the Contract: (a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the event of Force Majeure. We will arrange a new date for performance of the Services with you after the event of Force Majeure is over.
  5. General
    • Assignment and transfer
      • We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
      • You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    • Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    • If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    • Each paragraph of these Terms of Business operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    • Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    • Governing law and jurisdiction. The Contract (and any non-contractual disputes or claims arising out of or in connection with it) is governed by English law and we each irrevocably agree to submit to the exclusive jurisdiction of the English courts.