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Terms & Conditions

Terms Of Business

  1. Introduction

  2. Services

  3. Your responsibilities

  4. Fees

  5. Confidentiality

  6. Intellectual property rights

  7. Data Protection

  8. Liability

  9. Indemnity

  10. Blossom Ventures firms & Contractors

  11. Electronic Communications

  12. Independence

  13. Filings

  14. Materials

  15. Notices

  16. Termination

  17. Law and Jurisdiction

  18. General

  19. Interpretation

1. Introduction

  1. Terms – These terms apply to the services you have engaged us to provide under the attached engagement letter. If anything in these terms is inconsistent with the engagement letter, these terms take precedence, unless the engagement letter expressly amends any of them.

  2. Commencement – The agreement will start on the earlier of (i) the date of the engagement letter; and (ii) the commencement of the services. 

2. Services

  1. Services – We will perform the services described in the engagement letter with reasonable skills and care. You confirm that the scope of the services set out in the engagement letter is sufficient for your purposes. The services (including deliverables) are provided solely to you for the purpose set out in the engagement letter or the relevant deliverable.

  2. Deliverables – You may not disclose a deliverable or make the benefit of the services available to anyone to anyone else or refer to the contents of a deliverable or the findings of our work, except (i) as stated in the engagement letter, or (ii) with our prior written consent on terms to be agreed, or (iii) where required by law or regulation.

  3. Liability – We accept no liability towards anyone, other than you, in connection with our services, unless otherwise agreed by us in writing. You agree to reimburse us for any liability (including legal costs) that we incur in connection with any claim by anyone else in relation to the services.

  4. Changes – Either we or you may request a change to the services of the agreement. A change will be effective only when agreed in writing.

  5. The extent of Services – In performing the services, we will not (i) carry out an audit or other assurance engagement in accordance with applicable professional standards or (ii) attempt to detect or accept reasonability for detecting fraud or other wrongdoing.

  6. Oral advice and draft deliverables – You may rely only on our final form written deliverables and not on oral advice or draft deliverables.

  7. Deemed knowledge – In performing the services we will not be deemed to have information from other services provided by us to you under a separate or previous engagement or by our other lines of service.

3. Your responsibilities

  1. Information – In order for us to advise you properly you will ensure that (i) any information/ instructions given to us by you, or anyone else working with or for you, is/are (a) given promptly, (b) accurate and (c) complete; and (ii) that any assumptions you make are appropriate. We will not verify any information given to us relating to the services, although, we reserve the right to verify instructions/information (should we wish to do so) by whatever means we consider appropriate. We shall refuse to take any action if we consider that any instructions or directions given to us by you are ambiguous or that if we act upon such instructions or directions it will breach any laws of any other jurisdiction.

  2. Regulatory issues – We are required to comply with applicable EU and local laws, directives, and regulations (relating, inter alia, to the prevention and suspension of money laundering and terrorism and to economic sanctions) as well as with our relevant policies. Under these laws, directives, regulations, and policies we are required to apply client identification and client due diligence procedures and to request and obtain information and documentation pertaining to any transaction entered into by you related to the services offered by us. In this respect, we may request from you at any time and retain information and documentation relating to your identity and the identity of certain individuals within your organization, including but not limited to, authorized representatives, directors and ultimate beneficial owners or relating to any transaction as aforesaid. We may also ask you to provide us with all relevant information and necessary documentation of the source of wealth and funds. Where we make such requests, you agree to respond and provide us promptly with the requested documents and information, including updates thereon, failing which we may be unable to act for you or to continue to do so.

  3. Instructions – Where we are required to obtain your instructions, directions, or consent, you shall respond to us in writing at such time specified in the request of 24 hours from the time that you shall be deemed to have received such request. Any changes to your corporate structure (if applicable), your address, email, telephone, facsimile or other circumstances should be communicated to us immediately in writing. Where any changes are not notified to us or where your instructions, directions or consent is not provided within the required timeframe, we cannot accept any responsibility or liability for any loss arising as a result.

  4. Your obligations – Our performance depends on you performing your obligations under the agreement. We are not liable for any loss arising from you not fulfilling your obligations. You agree to comply with applicable laws and regulations relating, inter alia, to the prevention and suspension of money laundering and terrorism financing and to economic sanctions.

​ 4. Fees

  1. Expenses – You will pay any reasonable expenses that we incur in connection with the services including but not limited to travel, accommodation, subsistence courier, or special, mail deliveries.
  2. Taxes – Our charges and expenses will be stated exclusive of VAT and/or any other relevant taxes and will be subject to the addition of VAT and/or other taxes where appropriate.
  3. Invoices and Payment – We will invoice you on a monthly basis unless otherwise stated in the engagement letter. All charges will be specified in Euro and invoices will be paid in that currency unless otherwise agreed. All invoices will be due for payment on presentation. In the event of delay in payment, we reserve the right to suspend the provision of services and to charge interest on amounts overdue for a period in excess of 30 days at the rate of 5%.
  4. Basis of fees – Our fees may reflect not only time spent but also such factors as complexity, urgency, inherent risks, use of techniques, know-how and research, together with the level of skills and expertise required of the personnel needed to perform and review the services. Our fees may include any time spent traveling for the purpose of the services.
  5. Payment for services – You agree to pay us for our services. Any estimate we may give you is not binding. We will notify you if it becomes apparent that the estimate is likely to be materially exceeded. ​​​

 5.Confidentiality

  1. Performing Services for others – You agree that we perform services for your competitors or other parties whose interests may conflict with yours, as long as we do not disclose any of your confidential information and we comply with our ethical obligations. Whilst we have established procedures to identify situations where there is a conflict of interest in the course of providing our services to other clients, you acknowledge that we cannot be certain that we will identify all such conflicts which exist or may develop. Where we identify such a conflict, we will contact you for this to be mutually resolved.

  2. Referring to you and the services – We may wish to refer to you and the services we have performed for you when marketing the services. You agree that we may do so, as long as we do not disclose your confidential information.

  3. EU Mandatory Disclosure Regime – Nothing in the agreement (including the provisions of clause 2.2 of these terms) will restrict your ability to disclose our deliverable or relevant confidential information (regardless of any confidentiality markings on any communication) to other intermediaries, provided that they are bound by confidentiality obligations, or to tax authorities, within the context of mandatory exchange of information in relation to reportable tax cross border arrangements under the EU Council Directive 2011/16, as may be amended from time to time or transposed into national law. Where we reasonably believe that we are required by law to disclose reportable cross-border arrangements, we will do so as part of our services.

  4. Confidential Information – Both parties agree to use the other’s confidential information only in relation to services, and not to disclose it without the other’s written consent, except where required by law or regulation or by a professional body of which we are a member. However, we may give confidential information to other associates firms, or relevant subcontractors and IT service providers, as long as they are bound by confidentiality obligations and to your/our legal advisers and insurers who may be involved in this matter. For the avoidance of doubt, confidential information shall mean any information disclosed by one party to the other party in connection with the services, which is of a confidential nature irrespective of whomever it is marked as such.

6. Intellectual Property Rights

  1. IP Rights – We will own the intellectual property rights in the deliverables and any materials created under the agreement, and you will have a non-exclusive, non-transferable license to use the deliverables for your own internal purposes only.

 

7. Data Protection

  1. Compliance – You and we will comply with applicable data protection law in relation to any personal data shared with us under the agreement.

  2. Provision of personal data – You will not provide us with personal data unless the agreement requires the use of personal data, or we request such personal data from you. In respect of any personal data shared with us (including data of your employees, subcontractors, clients, or other individuals), you confirm that you have necessary authority for us to use and process or transfer it in accordance with the agreement, and that data subject have been given necessary information regarding its use.

  3. Data processing – Where we act as a controller, you agree that we may process personal data, including sensitive personal data, relating to you, your employees, subcontractors, clients, or other individuals for the purposes of any of (i) providing the services; (ii) administering, managing and developing our business and services (iii) maintaining and using IT, including administrative or client relationship management systems; (iv) security, quality and risk management activities; (v) providing you with information about us and our range of services; and (vi) complying with any requirement of law, regulation or a professional body of which we are a member. Details of how we use personal data can be found in our privacy notice at https//www.blossombvi.com/privacy-policy

  4. Data transfer – We may transfer personal data shared with us to other associates firms, subcontractors, and IT service providers in purposes set out in this clause 7. Some of these recipients may be located outside the European Union (EU). We will carry out such transfers only where we have a lawful basis to do so, including to a recipient who is: (i) in a country which provides an adequate level of protection for personal data; or (ii) under an agreement which covers the EU requirements for the transfer of personal data to data processors outside the EU.

  5. Data processor – Where we act as a processor in relation to your personal data, we will: (i) process it only on your lawful written instructions; (ii) implement appropriate organizational and technical measures designed to ensure its security and confidentiality; (iii) transfer it only to sub-processors under a written contract which imposes obligations equivalent to those in this clause 7.5 and you authorize us to transfer your personal data to them; (iv) provide you with reasonable assistance in complying with the rights of data subjects and with your own data security obligations, under applicable data protection legislation; (v) notify you without undue delay after becoming aware of a breach in respect of it; (vi) subject to clause 14 and applicable law, on your written request either return or destroy it when the agreement ends; and (vii) on your written request, provide you with reasonable information necessary to demonstrate our compliance with this clause 7.5.

 

8. Liability

  1. Specific types of loss – In addition to the exclusion of our liability under clause 3.3, 3.4, 18.1 and 8.2, you agree that we will not be liable for (i) loss or corruption of data from your system, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits, (iii) indirect or consequential loss, (iv) any tax liability or penalty, whether existing at the start of the engagement or arising during the course of this agreement from your existing practices which we uncover, or for (v) loss arising from changes in the law, regulations or guidelines set by regulators or professional bodies, occurring after the date on which our advice is delivered to you.

  2. Our Liability – You agree that our total liability (including interest) for all claims connected with the services or the agreement (including but not limited to negligence) is limited to three times the annual fees payable by you for our recurring services or three times the fees of our one-off non-recurring services.

  3. Limit – the remedies available and the liability we accept under this clause 8 are, to the extent permissible by law, the only remedies and the absolute limit of our liability arising under or in connection with this agreement or the provision of services.

  4. Sharing of limit – Where we agree in writing to accept liability to more than one party, the limit on our liability in clause 8.2 will be shared between them, and it is up to those parties how they share it.

  5. Unlimited Liability – Nothing in this agreement will limit a person’s liability for anything which by law cannot be limited.

  6. No claims against individuals – You agree not to bring any claim (including one in negligence) in connection with the services only against us and not against any of our partners, members, directors, or employees, as individuals. Where our individuals are described as directors or partners, they are acting for and on our behalf.

  7. Proportionality – if we are liable to you under this agreement, and another person would be liable to you in respect of the same loss (save for your contractual arrangements with them), then (i) the compensation payable by us to you in respect of that loss will be reduced; (ii) the reduction will take into account the extent of the responsibility of that other person for the loss; and (iii) in determining the extent of the responsibility of that other person for the loss, no account will be taken off (a) any limit or exclusion placed on the amount that person will pay or (b) any shortfall in recovery from that person (for whatever reason).

 

9. Indemnity

  1. Indemnification – Where in taking or omitting to take any action, we have acted pursuant to your instructions, directions or consent or in reliance on any information provided by you to us, you shall hold us harmless and indemnify and keep us indemnified from and against any and all loss, damage or liability suffered or incurred by us, including without limitations, all legal fees, and costs.

 

10. OPTIGMA firms & Subcontractors

  1. Subcontractors – We may use other associates firms (each of each is a separate and independent legal entity) or subcontractors to assist us in providing the services. Unless another associate's firm or subcontractor is directly contracted by you to provide any of the services we remain solely responsible for the services.

  2. Restriction on claims – You agree not to bring any claim (including one in negligence) against another associate firm (or its partners, members, directors, or employees) or against our subcontractors in connection with the services.

  3. Group members – you will ensure that no group member, including your subsidiaries, associated companies, and any holding company (unless a party to the agreement), both while they are a group member and thereafter, brings any claim against any associate firm (or its partners, members, directors or employees) or our subcontractors in respect of any liability relating to the services provided to you under the agreement itself.

 

11. Electronic Communications

  1. General – Unless agreed otherwise in writing, either party may communicate and send materials to the other via electronic means. You acknowledge that such means of communication carry the possibility of inadvertent misdirection or non-delivery of information). Both parties shall each be responsible for protecting their own systems and interests in relation to electronic communications and neither party shall have any liability to the other party in respect of any error, damage, loss, or omission arising from or in connection with the electronic communication. Both parties agree to carry out reasonable procedures to protect the integrity of data, and further agree that it is the recipient’s responsibility to carry out a virus check on any attachments prior to launching any documents whether received on disk or otherwise.

 

12. Independence

  1. Restrictions on services – Independence rules and legislation in impose restrictions on providing certain services to you if you are a current or a prospective assurance/audit client and/or an affiliate of an assurance/audit client of an associate firm. In order to avoid breaching such rules, you should be aware that we may have to undertake certain procedures, before or during our engagement, which may result in us having to modify or terminate the agreement in accordance with clause 16. If you or any of your group members including your subsidiaries, associated companies, or any holding company become listed or are required to make any filing to any stock exchange, it is your responsibility to immediately inform us accordingly. The independence restrictions that apply to listed entities are more stringent and need to be considered if you are a current or a prospective assurance/audit client and/or an affiliate of an assurance/audit client of an associate firm. Furthermore, if you are an assurance/audit client of an associate Firm and you are considering employing an assurance/audit team member you agree to request them to consult with our internal independence team to ascertain whether there are any restrictions arising from their role and responsibilities.

 

13. Filings

  1. Filings – we may undertake the ministerial process of placing a form, return, or other documents in the postal system, or into the hands of a courier, or delivering it by hand, or by e-mail, or any other appropriate means of transmission to a local regulatory or other authority. Your approval would be obtained for the form, return, or other documents where required. Where we undertake to file a form, return, or other documents with a local authority/regulator on your behalf, it is your responsibility to ensure that we have such forms in good time so that they can be filed with the relevant authorities within the requisite deadline. You understand and accept that the ultimate responsibility for ensuring that the filings are made to the correct authorities within the relevant deadline remains with you.

 

14. Materials

  1. Policy – We may retain copies of all materials relevant to the services, including any materials given to us by you or your behalf.

  2. Release – We do not release materials that belong to us (including our working papers, which shall include all documentation prepared by us in relation to the services) unless we have specifically agreed to do so or where required by law or regulation. We may require a release letter from you and a hold harmless letter from the recipient as a condition of the disclosure.

  3. Destruction – any materials in our possession (referred to in clause 14.1 above) will be destroyed in accordance with our internal policies and procedures.

 

15. Notices

  1. Notice – Any notice sent by you to us will be deemed to have been received when acknowledged by us. Any notice sent to you will be deemed to have been received by you within 96 hours of posting, or within 24 hours if sent to you via facsimile transmission or electronic mail.

 

16. Termination

  1. Immediate notice – Either we or you may terminate the agreement immediately by giving written notice to the other if (i) the other materially breaches it and does not remedy the breach within 14 days from receipt of the above notice specifying the nature of the breach and requiring it to be remedied, (ii) the other is or appears likely to be unable to pay its debts or becomes insolvent or (iii) the performance of it (including the application of any fee arrangements) may breach a legal or regulatory requirement, including applicable sanctions laws or regulations.

  2. Immediate termination by us – We reserve the right to terminate this agreement immediately (i) where we have received information and/or there are reasonable grounds to suspect that fraud, money laundering or other similar related offenses have been committed by you or anyone else acting or providing instructions on your behalf; or (ii) if we feel that our business relationship with you can no longer continue for good reason, including, if in our opinion an independence restriction or a conflict of interests arises, or if continuing to act for you would conflict with our professional or legal duties or code of conduct.

  3. 30 days’ notice – Either we or you may terminate the agreement on 30 days’ written notice.

  4. Fees payable on termination – You agree to pay us for all services we perform up to the date of termination. Where there is a fixed fee for services, you agree to pay us for the services that we have performed on the basis of the time spent at our then-current hourly rates, up to the amount of the fixed fees plus any expenses. Any contingent element of the fees will remain payable in accordance with the engagement letter. If a contingent fee cannot be paid for regulatory reasons, you agree to pay all outstanding fees on the basis of time spent, unless alternative arrangements have been agreed.

 

17. Law & Jurisdiction

  1. Mediation – If a dispute arises in connection with this engagement, the parties will attempt to resolve it in good faith by discussion, negotiation, and mediation before commencing legal proceedings.

  2. Law & Jurisdiction – The agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by the Common laws of a specific country and will be subject to the exclusive jurisdiction of the courts. Nothing shall limit our right to commence such proceedings in any other jurisdiction which we may consider appropriate.

 

18. General

  1. Matters beyond reasonable control – No party will be liable to another if it fails or delays to meet its obligations due to matter beyond its reasonable control.

  2. Entire Agreement – The agreement forms the entire agreement between the parties in relation to the services. It replaces any earlier agreements, representations or discussions. Subject to clause 8.5, no party is liable to any other party (whether for negligence or otherwise) for a representation that is not contained in the agreement.

  3. Your actions – Where you consist of more than one party, an act or omission of one party will be regarded as an act or omission of all.

  4. Assignment – No party may assign, transfer or deal with their rights or obligations under the agreement without prior written consent from the other party, but we may novate the agreement to a transferee of all or part of our business. This novation will take effect on written notice from us so that (i) the transferee will be substituted for us with effect from the date specified in the notice and we will no longer have any rights and obligations under the agreement except in respect of work performed prior to that date and (ii) the combined aggregated liability of us and the transferee will not exceed the limit of our liability before the novation took place.

  5. No Rights to third parties – A person who is not a party to the agreement has no right to enforce any term of the agreement.

  6. Quality of Service – If you are not satisfied with the services, or have suggestions for improvement, please contact your engagement leader.

  7. Survival – Any clause that is meant to continue to apply after termination of the agreement will do so including, but not limited to, 2.3, 2.4, 2.7, 4, 5, 6, 7, 8, 9, 10, 16.4, 17, 18 and 19.

 

19. Interpretation

In the agreement the following words and expressions have the meanings given to them below:

Services – the services set out in the engagement letter.

The agreement – these terms and the engagement letter to which they relate (including any schedules).

We, us or our – refers to Blossom Ventures, a limited liability company, incorporation is specified in the letter of engagement accordingly whose registered office is at Blossom Ventures.

You, yours – the party or parties to the agreement (excluding us).

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