Terms and Conditions



These are the general terms and conditions for the supply of Services by TLC Financial Monitoring Limited ("TLC").

1 Definitions


1.1 In these terms and conditions the following words and expressions shall have the following meanings unless the context otherwise requires:
"TLC" Shall mean TLC Financial Monitoring Limited or any of the separate operating companies within the TLC Financial Monitoring Limited group of companies;
"Client" Shall mean the party contracting with TLC for one or more Services;
"Services" Shall mean the services provided by TLC as defined by the current Service Schedule. Services may be "Diamond Service" or additional options from the "Choices" package;
"Service Schedule" Shall mean the schedule of services offered by TLC;
Continuous Services<BR> "Diamond"<BR> Shall mean services provide by TLC which are contracted on an on-going basis until terminated by either Party; The "Diamond Service" being the foundation service.
"Choices" Package<BR> Shall mean individual services provided by TLC which may be contracted by the Client and added to the "Diamond Service";
"Parties" Shall mean TLC and the Client who have entered into a contract for Services;
"IFA" Shall mean "Independent Financial Adviser";
"Materials" Shall have the meaning given to it in clause 11.1;
"Commencement Date" Shall mean the date on which the Parties enter into a contract for Services;
"FSA" Shall mean the Financial Services Authority, or such other similar or substituted body or organisation as TLC shall designate;
"FSA Rules" Means the rules from time to time of the FSA;
"Agreement" Shall mean the contract for Services entered into by the Parties.


1.1References to a clause or paragraph are to a clause in these terms and conditions.
1.2The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
1.3Any reference in these terms and conditions to any statute shall include references to any statutory modification of it or any re-enactment that supersedes it from time to time, and to any regulation or subordinate legislation made under it (or under such a modification or re-enactment).
2Services
2.1TLC is providing an advisory service to the Client and the specific support services included in the Services. TLC shall not be liable for performance of the Client's obligations under the FSA Rules or any other actions or inactions of the Client.
2.2TLC will only provide the Services to the Client on the basis that it provides them exclusively to all relevant personnel of the Client for the duration of the contract.
3Fees
3.1In consideration of the provision of the Services by TLC, TLC shall be entitled to be paid fees in accordance with the tariff specified by TLC for the Services contracted by the Client. TLC may amend the fees for the contracted Services at any time by giving the Client at least three months notice.
3.2TLC will not amend the fees for the "Diamond Service" during the first twelve months of a contract.
3.3The fees payable pursuant to clause 3.1 are expressed exclusive of VAT which shall be paid by the Client against delivery by TLC to the Client of valid VAT invoices showing such VAT in addition to the said fees.
3.4All fees for the "Diamond Service" shall be paid by direct debit or standing order, monthly or annually in advance, or at any other interval agreed between TLC and the Client.
3.5All fees for the "Choices" package shall be paid by means of direct debit or standing order arrangements between the Parties, where these already exist. If such arrangements do not exist, TLC shall invoice the Client in respect of the fees to which it is entitled hereunder and the Client shall settle such fees within 14 days of receipt by it of an invoice from TLC.
3.6TLC reserves the right to charge interest at 2% per month on any fees that remain unpaid after 14 days of issue of an invoice from TLC.
4Commencement and duration
4.1These terms and conditions shall come into effect on the Commencement Date and shall continue in force until terminated in accordance with its terms.
5Warranties by the Client
5.1The Client warrants to TLC that throughout the duration of any contract for Services it is and shall remain a member of the FSA and shall provide full details to TLC of the scope and terms and conditions (if any) of its authorisation, and shall keep TLC fully informed of all circumstances that may be relevant to the performance by TLC of the Services.
5.2The Client shall conduct itself in accordance with the following duties:
  • The Client will comply with the FSA Rules and the rules of other regulatory and professional bodies it may join.
  • The Client will notify TLC of any proposed changes to its FSA membership details.
  • The Client has sole responsibility for attending to the needs of its customers and complying with statutory and other regulations concerning the Client's obligation and duties to its customers.
  • The Client will act as an agent of their client for all regulated business and shall have sole responsibility in representing their client with the product provider companies.
  • The Client will obtain all necessary licences in respect of relevant data protection and consumer credit legislation.
  • The Client will advise TLC of all issues raised by the FSA, together with any correspondence within ten working days.
  • The Client will advise TLC without delay of all complaints or claims which may relate to the provision of the Services.
  • The Client will not use TLC's name or logo on any stationery or literature without TLC's written consent.
  • The Client will not mention its relationship with TLC to its Customers without prior written approval.
  • The Client will use the utmost good faith in its dealings with TLC and will disclose all matters that shall be reasonable to disclose.
  • The Client will notify TLC of any changes to its company or trading name.
5.3The Client warrants that it will not during this contract engage any other person, firm, company or body to supply services to it identical or substantially similar to the Services.
5.4The Client warrants that, at the date of this contract, it has disclosed to TLC the identity of all personnel who together constitute the Client (including, but without prejudice to the generality of the foregoing, all IFAs, directors, partners and employees) and will keep such disclosure up to date at all times during the contract by written notice to TLC upon each material change in such personnel.
6Limitation of liability and indemnity
6.1TLC warrants to the Client that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Service Schedule and at the intervals and within the times referred to therein. Where TLC supplies in connection with the provision of the Scheduled Services any goods or materials supplied by a third party, TLC does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to TLC.
6.2TLC shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from the late arrival or non-arrival or any other fault of the Client.
6.3Except in respect of death or personal injury caused by TLC's negligence, or as expressly provided in these Terms, TLC shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by negligence of TLC, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services (including any delay in providing or failing to provide them) or their use by the Client, and the entire liability of the supplier under or in connection with this contract shall not exceed the amount of TLC's charges for the provision of the Services, except as expressly provided herein.
7Force majeure
7.1Neither of the Parties shall be liable to the other or be deemed to be in breach of this contract by reason of any delay in performing or any failure to perform any of their obligations in relation to the Services if the delay or failure was due to any cause beyond their reasonable control.
8Termination
8.1Either Party may at any time terminate a contract for Services by giving the other no less than three months notice in writing for the "Diamond Service" or "Choices" package, such termination to have effect on the date specified in the notice. Contracts for the "Diamond Service" and "Choices" package are subject to a minimum duration of twelve months.
8.2Either Party may terminate a contract for Services immediately or at a specified future date by giving the other party notice in writing if:
(a)the other Party commits a material breach of these terms and conditions and fails to remedy such breach (if remediable) within ten working days of notice to do so; or
(b)any of the following events occurs:
(i)distress or execution is levied against any of the other's assets and is not paid or discharged within seven days; or a judgment against the other remains unsatisfied for more than seven days; or a receiver is appointed with respect to any of the other's assets; or
(ii)a petition is presented for the winding-up of or for an administration order to be made in relation to the other; or resolution passed for the other's winding-up (other than a members' voluntary winding up for the purposes of amalgamation or reconstruction); or
(iii)the other suspends or threatens to suspend payment of its debts or is deemed unable to pay its debts for the purposes of section 123 Insolvency Act 1986; or ceases or threatens to cease to carry on its business or any material part as a going concern; or as a result of any change in the powers, business or circumstances of the other it is unlikely to be in a position to fulfil the Agreement or any transaction under it; or
(iv)a bankruptcy or interim order is made or applied for in respect of the other (being an individual) under Part VIII or IX of the Insolvency Act 1986 or if the other proposes or enters into any arrangement or composition with his creditors in relation to his debts or affairs or if any execution is levied, charging or garnishee order made or any receiver appointed over any of his property or assets; or
(v)any event in a foreign jurisdiction analogous to, or comparable with, (i) to (iv) above; or
(c)at any time the first Party has reasonable grounds to believe that any of the events mentioned in (b) above is likely to happen within a period of three months thereafter.
9Consequences of termination
9.1Upon termination of a contract for Services, both Parties shall be discharged from any further liability for further performance under said contract but:
(a)termination shall not affect the rights or obligations of either Party which have accrued or become due before termination;
(b)termination shall not affect clauses 6.1 to 6.2, 9.1(c) and 10, which shall continue to remain in force; and
(c)the Client shall return to TLC or otherwise dispose of or destroy as TLC shall direct all Materials, and all other embodiments of TLC's confidential information in its possession and under its control.
10Confidentiality
10.1Both Parties acknowledge that they shall be in receipt of each other's confidential information in the course of performance of a contract for Services, which shall without limitation include information relating to the other's business, clients and financial information ("Confidential Information"). In particular, any Materials provided to the Client shall be the Confidential Information of TLC.
10.2Neither party shall use the other's Confidential Information other than for the purposes for which it was disclosed, or for the performance of this Agreement (a "Legitimate Purpose") or disclose it to any third party other than to its officers, employees and agents who need to know the information for a Legitimate Purpose, or to its professional advisers or as required by law or the rules of the FSA.
10.3The duty of confidentiality shall not apply to any information which a party can show is:
(a)known to the recipient prior to disclosure and has not been obtained in breach of any duty of confidence; or
(b)is in the public domain.
10.4TLC will not make contact with any customers of the Client unless required to do so to meet any legal requirement or to comply with any FSA Rule.
11Intellectual property rights
11.1All intellectual property rights in any documentation, software or other materials ("Materials") provided by TLC to the Client are, as between the parties, and shall remain, the property of TLC.
11.2The Client shall not copy or reproduce in any form all or part of the Materials without the prior consent in writing of TLC.
12Assignment and sub-contracting
12.1This contract is assigned to the undersigned who will be the TLC Consultant at all times, during the duration of the contract. Contractual work will be carried out by the named individual, and most work will be undertaken by them.
12.2 TLC may on one or more occasions sub-contract the performance of all or part of its obligations under a contract for Services and may assign its rights and duties to any named qualified company, firm or person(s).
13Variation
13.1TLC reserves the right to vary these terms and conditions or the Services at any time, and any such variations will become effective on all existing contracts for Service three months after TLC has notified the Client of the variation.
14No agency or partnership
14.1Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has the authority to make any commitments on the other's behalf.
14.2Nothing contained in any contract for Services shall constitute a partnership or employment between any of the Parties.
15Entire agreement
15.1This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and arrangements between them, and representations by them, whether oral or written, which relate to the subject matter of this Agreement.
15.2Neither party has relied on any warranty or representation except as expressly referred to in this Agreement.
16Notices
16.1All notices shall be in writing and delivered by hand, sent by first class post or electronically mailed to the address of the other Party.
17English law and jurisdiction
17.1This Agreement shall be governed and construed in accordance with English law and the Parties agree that any claim arising out of or in connection with it shall be referred to any court of competent jurisdiction in England.
18Third Party Rights
18.1A person, who is neither a party to this Agreement, nor a party's successor in title, has no right to enforce any of its terms.
19Complaints
19.1The affected Party shall promptly upon the occurrence of any such cause of grievance or concern, inform the other Party in writing if to TLC, via there named contact Consultant. All efforts by both Parties shall take all reasonable action to overcome such difficulties.