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Master Terms of Service


Falsum Group Limited

Last updated: 01 January 2025

1. Definitions and Interpretation

1.1 Definitions. In these Master Terms, unless the context otherwise requires:

  • Business Day: A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  • Commencement Date: Has the meaning given in Clause 2.2 of these Master Terms.
  • Conditions: These Master Terms of Service, as amended from time to time in accordance with Clause 13.5(b).
  • Contract: The contract between FGL and the Customer formed in accordance with these Master Terms and any applicable Schedule(s) or Order(s).
  • Customer: The corporate entity or person acting in a business capacity who purchases Services from FGL.
  • Data Protection Legislation: All applicable data protection and privacy legislation in force from time to time in the UK, including (where applicable) the UK GDPR, the Data Protection Act 2018, and any successor or related legislation.
  • Deliverables: Any deliverables produced or provided to the Customer under the Contract, as set out in the relevant Schedule(s) or Order.
  • Falsum Group Limited (FGL): A company registered in England and Wales with company number 14755962, whose registered office is at 1b Kirkgate, Thirsk, North Yorkshire, YO7 1PQ. FGL acts as the contracting entity on behalf of itself and its wholly owned subsidiaries (including, but not limited to, Falsum Labs Limited and Falsum Customs Consulting Limited).
  • Falsum Materials: Has the meaning given in Clause 6.1(g).
  • Force Majeure Event: Has the meaning given in Clause 13.4.
  • Intellectual Property Rights (IPR): All intellectual property rights wherever in the world, whether registered or unregistered, including patents, copyright, database rights, trade marks, goodwill, know-how, confidential information, rights in designs, and all similar or equivalent rights.
  • Losses: All liabilities, claims, demands, actions, costs, expenses, damages, losses (including legal or other professional fees), and interest.
  • Order: The Customer’s valid request for Services or acceptance of a proposal/quotation from FGL, referencing these Master Terms and any applicable Schedule.
  • Schedule(s): The separate document(s) containing the specific terms relating to particular Services (for example, Advisory Services, Analytics & Software, Indirect Tax Reclaims, Customs & Global Trade Helpdesk, Partnership Agreement). Each Schedule forms part of the Contract if referenced in the Order or otherwise agreed in writing.
  • Services: The services supplied under the Contract, as further described in the relevant Schedule(s) or Order.
  • Service Specification: Any written specification or description of the Services included in or attached to the Schedule(s) or Order.

1.2 Interpretation.
(a) References to “writing” or “written” include email but exclude fax.
(b) A reference to a statute or statutory provision is a reference to it as amended or re-enacted from time to time.
(c) Clause headings are for convenience only and do not affect interpretation.

2. Basis of Contract

2.1 The Customer’s Order constitutes an offer to purchase Services in accordance with these Master Terms and any applicable Schedule(s).

2.2 An Order shall only be deemed accepted when FGL issues a written or electronic acceptance (or commences performance of the Services), at which point and on which date the Contract will come into existence (Commencement Date).

2.3 These Master Terms (together with any applicable Schedule(s) and the Order) apply to the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by law, trade custom, or course of dealing.

2.4 If there is any conflict or inconsistency between these Master Terms and any Schedule, the Schedule shall prevail for matters expressly covered by that Schedule.

3. Services

3.1 Provision by Subsidiaries. The Customer acknowledges that certain Services (and associated risks) may be performed by one or more subsidiaries of FGL (such as Falsum Labs Limited or Falsum Customs Consulting Limited). Notwithstanding that FGL is the contracting entity, the relevant subsidiary shall be responsible for day-to-day performance of the Services (including invoicing and collecting payments, if stated in the applicable Schedule).

3.2 Scope of Services. FGL (or its subsidiary) shall supply the Services to the Customer in accordance with the relevant Schedule(s) and any Order or Service Specification.

3.3 Performance. FGL or its subsidiary shall use reasonable endeavours to meet any performance dates specified in the Order or Schedule(s), but time for performance shall not be of the essence unless expressly stated otherwise.

3.4 Amendments. FGL reserves the right to amend any Service Specification to comply with applicable law or regulatory requirements, or if the amendment will not materially affect the nature or quality of the Services, and shall notify the Customer accordingly.

3.5 Direct Representation / Authority. If a separate authority letter is required to interact with any regulator (e.g., HMRC) on the Customer’s behalf, no direct representation will occur unless and until such authority (or “Power of Authority”) is duly executed.

4. Customer’s Obligations

4.1 The Customer shall:
(a) Ensure that the terms of the Order and any information it provides (including scope, requirements, data) are complete and accurate.
(b) Co-operate with FGL and its subsidiaries, and provide such access, information, and assistance as reasonably required to perform the Services.
(c) Obtain and maintain all necessary licences, permissions, and consents that may be required for FGL or its subsidiaries to provide the Services.
(d) Comply with all applicable laws, including import/export, customs, and tax regulations relevant to the Customer’s business operations.
(e) Promptly review and approve any Deliverables or documents submitted by FGL or its subsidiaries, where approval is necessary to proceed.

4.2 If FGL’s (or a subsidiary’s) performance of its obligations is prevented or delayed by any act or omission of the Customer, FGL shall not be liable for any costs or losses incurred by the Customer arising from such delay, and FGL or its subsidiary may charge for any additional costs incurred as a result.

5. Charges and Payment

5.1 Charges. The charges for the Services (including any fees or expenses) shall be as set out in the Order or in the applicable Schedule. In the absence of a quoted fee, the standard rates (as notified to the Customer in writing) shall apply.

5.2 Invoices. Unless otherwise stated in any Schedule, the relevant subsidiary performing the Services may invoice the Customer:

  • On or after the Commencement Date, or
  • At intervals or milestones set out in the applicable Schedule or Order.

5.3 Payment Terms. The Customer shall pay each invoice in full, without set-off or deduction, in cleared funds within 21 days from the invoice date. Any amount not received by FGL or the relevant subsidiary by the end of that period shall be deemed late.

5.4 Interest on Late Payment. If the Customer fails to pay any amount due under the Contract by the due date, interest shall accrue daily on the overdue sum at a rate of 8.00% per annum (fixed), from the date the payment became late until the payment is made in full (whether before or after judgment).

5.5 VAT. All charges payable by the Customer are exclusive of value added tax, which shall be added where applicable.

5.6 Enforcement. The Customer agrees that the relevant subsidiary providing the Services may (in its own name or in the name of FGL) enforce payment for late or unpaid invoices, including taking legal action if necessary.

6. Intellectual Property and Confidentiality

6.1 Intellectual Property
(a) All Intellectual Property Rights in or arising out of or in connection with the Services (other than IPR in any Customer Materials) shall vest in or be licensed to FGL (or its relevant subsidiary or licensor).
(b) FGL grants to the Customer (or shall procure that the relevant subsidiary grants) a non-exclusive, non-transferable licence to use the Deliverables solely for the Customer’s internal business purposes, subject to the Customer’s compliance with the Contract.
(c) The Customer shall not sub-license, assign, or otherwise transfer any IPR licensed under the Contract without FGL’s (or its subsidiary’s) written consent.
(d) The Customer grants FGL (and its subsidiaries) a non-exclusive, royalty-free licence to copy and modify any materials provided by the Customer (Customer Materials) for the term of the Contract as reasonably required to provide the Services.

6.2 Confidentiality
(a) Each party undertakes that it shall not disclose to any third party any confidential information concerning the other party’s business, affairs, customers, or suppliers, except as permitted under these Master Terms.
(b) Each party may disclose the other party’s confidential information to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of performing the Contract, and shall ensure that such recipients comply with equivalent obligations of confidentiality.
(c) Each party may also disclose confidential information as required by law or any governmental or regulatory authority.

6.3 Data Protection
(a) Both parties agree to comply with their obligations under the Data Protection Legislation.
(b) If FGL (or a subsidiary) processes any personal data on the Customer’s behalf, the parties shall, if required by law, enter into a separate data processing agreement.

7. Limitation of Liability

7.1 No Exclusion of Liability. Nothing in these Master Terms excludes liability for:
(a) Death or personal injury caused by negligence;
(b) Fraud or fraudulent misrepresentation; or
(c) Any other liability that cannot lawfully be excluded or limited.

7.2 Exclusion of Certain Losses. Subject to Clause 7.1, FGL (and its subsidiaries) shall not be liable to the Customer, whether in contract, tort (including negligence), or otherwise, for any:
(a) Loss of profit, revenue, or anticipated savings;
(b) Loss of business opportunity or goodwill;
(c) Indirect or consequential losses.

7.3 Liability Cap. Subject to Clause 7.1, the total aggregate liability of FGL (and its subsidiaries) arising under or in connection with the Contract shall be limited to the total charges paid or payable by the Customer under the relevant Order in the 12 months preceding the event giving rise to the liability.

7.4 Reliance on Information. FGL (and its subsidiaries) shall not be liable for any losses arising from the Customer’s provision of incomplete, inaccurate, or misleading information. The Services are provided based on the information and instructions given by the Customer, and FGL does not guarantee any particular outcome.

8. Term and Termination

8.1 Term. The Contract begins on the Commencement Date and continues until the Services are completed or until terminated in accordance with these Master Terms or any applicable Schedule.

8.2 Termination by Notice. Unless otherwise agreed in writing, either party may terminate the Contract by giving 30 days’ written notice to the other party.

8.3 Termination for Cause. Without affecting any other right or remedy available, either party may terminate the Contract immediately by written notice if the other party:
(a) Commits a material breach of any term of the Contract and fails to remedy that breach within 30 days of being notified in writing to do so;
(b) Has a receiver, administrator, or provisional liquidator appointed, is wound up, or any event occurs that causes it to cease doing business; or
(c) Fails to pay any sum due under the Contract by the due date and remains in default for 14 days after being notified in writing to make payment.

8.4 Consequences of Termination. On termination of the Contract for any reason:
(a) The Customer shall immediately pay any outstanding unpaid invoices and interest.
(b) Each party shall return or destroy (at the other’s request) any confidential information belonging to the other party.
(c) Any right or obligation which is intended to continue beyond termination shall remain in full force and effect (including confidentiality, IP rights, and liability limitations).

9. Force Majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations, if such delay or failure results from events, circumstances, or causes beyond its reasonable control (Force Majeure Event). In such circumstances, the affected party shall be entitled to a reasonable extension of time for performing its obligations.

10. Assignment and Subcontracting

10.1 By FGL. FGL (or a relevant subsidiary) may assign, delegate, subcontract, or deal in any other manner with any or all of its rights and obligations under the Contract, provided it remains responsible for its subcontractors’ performance.

10.2 By Customer. The Customer may not assign, transfer, mortgage, charge, or otherwise deal with any of its rights or obligations under the Contract without FGL’s prior written consent.

11. Notices

11.1 Method of Delivery. Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand, or by pre-paid first-class post or other next working day delivery service to the receiving party’s registered office or principal place of business.

11.2 Deemed Receipt. Notices shall be deemed to have been received:

  • If delivered by hand, on the day of delivery;
  • If sent by pre-paid post, at 9:00 am on the second Business Day after posting.

11.3 Exclusions. This Clause does not apply to the service of any proceedings or other documents in any legal action.

12. Entire Agreement

12.1 These Master Terms, together with any applicable Schedule(s) and any Order(s), constitute the entire agreement between the parties for the supply of the Services and supersede any prior agreements or arrangements, whether written or oral, relating to the same subject matter.

12.2 Each party acknowledges that it has not relied on any statement, promise, or representation not set out in the Contract. Nothing in this Clause excludes liability for fraudulent misrepresentation.

13. General

13.1 No Partnership. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor authorise either party to make or enter into any commitments on the other’s behalf.

13.2 No Third-Party Rights. A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13.3 Severability. If any provision of the Contract is held to be invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid. If such modification is not possible, the relevant provision shall be deemed deleted. The remainder shall remain in full force and effect.

13.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that right or remedy, nor prevent or restrict any further exercise of it.

13.5 Variation. (a) Any variation to these Master Terms shall only be binding when agreed in writing and signed by the parties (or their authorised representatives).
(b) FGL may update or amend these Master Terms from time to time to reflect changes in relevant laws and regulatory requirements. The updated version will be posted on FGL’s website and will take effect for new Orders after posting.

13.6 Governing Law and Jurisdiction. The Contract (and any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction.

Schedules

FGL and its’ subsidiaries provides a range of business-to-business Services, each governed by a separate Schedule:

  1. Schedule 1 – Customs Advisory
  2. Schedule 2 – Analytics & Software
  3. Schedule 3 – Indirect Tax Reclaims
  4. Schedule 4 – Customs & Global Trade Helpdesk
  5. Schedule 5 – Partnership Agreement

These Schedules are not published here but are incorporated by reference. They detail specific scopes of work, fee structures, and additional special terms. In the event of any conflict between these Master Terms and a Schedule, the Schedule shall prevail for those specific matters.

END

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Registered address: 1b Kirkgate, Thirsk, North Yorkshire, YO7 1PQ
Company Number: 14755962