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Terms of Business

1. Terms of present and future engagements. The person(s) named in our accompanying letter or email outlining the proposed services (the "Engagement Letter"), is/are our client(s). Each such person represents that she/he/it has full authority to instruct us.


Unless we otherwise agree in writing, the Engagement Letter and these terms and conditions set forth our entire agreement for rendering professional services to you and any additional persons which may be agreed upon in writing for the current and any future engagements. If and to the extent that these terms and conditions conflict with the Engagement Letter, the Engagement Letter shall prevail.


2. Instructions. We reserve the right not to accept instructions in respect of any matter, or to decline to continue to act further on the grounds of conflict of interest or otherwise.


3. Invoicing. We will send you periodic invoices for services rendered and/or for fees on email, unless otherwise requested by you. Any funds received from you will be applied in the settlement of our outstanding invoices in date order unless otherwise agreed with you in advance of receipt of such funds.


5. Termination. You or we may terminate our engagement at any time in writing with immediate effect (unless an agreed notice period is set out in the Engagement  Letter). Our right to terminate this engagement shall be at our sole discretion. In the event that our engagement is terminated, you will be responsible for the cost of all work completed up to the date of termination and any costs incurred by us in concluding or transferring the matter.


6. Complaints. If you wish to make a complaint about any aspect of our engagement, please send it in writing to us and we will review your file without delay. We will send you a written reply to any requests for information, advising of any actions that we will be taking in relation to your case.



7. Confidentiality. It is agreed between us (together, the "Parties") that neither Party shall, at any time, disclose to any other person and shall treat as confidential, any information relating to the business, training materials, fees, finances or other matters of the other Party, which such Party has obtained as a result of its relationship with the other Party under these terms and conditions, save where the information is or was:


(a) already known to the recipient;

(b) is in the public domain or becomes public knowledge otherwise than as a result of the unauthorised or improper conduct of the disclosing Party;

(c) disclosed as required by any law or order of any court, tribunal or judicial equivalent, or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank, governmental, supervisory or other regulatory agency or taxation authority;

(d) disclosed for business purposes to affiliates who receive the same under a duty of confidentiality;or

(e) disclosed with the consent of the other Party.


The Parties shall ensure, and it is deemed to be understood and relied upon, that any confidential information provided to the other Party in relation to any principals, affiliates, shareholders, directors, officers, employees and agents ("Third Parties") of the disclosing Party is and has been provided with the consent and acceptance of the relevant Third Parties, which the disclosing Party will be responsible for obtaining.


8. Record Retention. You acknowledge that but all training materials, associated plans and memoranda, internal communications and meeting attendance notes will remain our property. You further acknowledge and agree that we are entitled to retain any files including electronic copies and we may be obliged by law to disclose the contents of same.

9. Documentation safekeeping and destruction. All documentation or information that we you send us will be held by us at your risk. Unless you direct us otherwise in writing, you authorise us to destroy without further reference to you all documentation in our possession relating to the matter.


10. Electronic Communication. We may communicate with you by email. Email communication is not secure and can be subject to possible delay, data corruption, interception, amendment or loss. You are deemed to accept these risks if you communicate with us by email. Anything sent by email which does not relate to the official business of FSLearn® is neither given nor endorsed by FSLearn. The terms of this clause will continue in force beyond the termination or expiry of our engagement.


11. No guarantee of success. It is impossible to provide any promise or guarantee about the outcome of your matters. Nothing in the Engagement Letter or these terms and conditions or any statements by our personnel constitutes a promise or guarantee. Any comments about the outcome of your matter are expressions of opinion only.


12. Professional Services FSLearn is a trading name of ICZ Limited, a private limited company registered in Ireland under registered number 611600. ICZ Limited is not regulated or authorised by the Law Society of Ireland, the Solicitors Regulatory Authority or any other regulatory body to give legal advice and any person providing compliance or regulatory advice for or on behalf of FSLearn provides that advice in the capacity of a compliance or regulatory consultant and not in the capacity of a practising lawyer even if they are a qualified lawyer and hold a current practising certificate.


We rely on the strict understanding that you have obtained, or will obtain, proper professional advice as to the laws of every relevant jurisdiction. It is your exclusive responsibility to determine when advice as to the laws of Ireland or any other jurisdiction or as to any non-legal matter is prudent or required, and to obtain that advice.

The determination and the consequences of any commercial decision or course of action are matters solely to be determined by you.



13. Changes in Regulatory Requirements. Services are provided on the basis of the regulatory requirements in force at the date of that Services are provided. We accept no responsibility for any changes in regulatory requirements or their interpretation that occur subsequent to Services being delivered to you.


14. Standard of care and liability. We will provide the Services with all reasonable skill, care and diligence; the relevant standard of care being that of a professional consultancy of similar size and expertise engaged in such Services.


You agree that any claim shall only be brought against ICZ Limited, and that no claim in relation to the Services will be brought personally against any of our personnel involved in the engagement. You accept that any agreement by our personnel to help ICZ Limited provide the Services to you is conditional on your agreement and warranty to all such persons not to bring a claim against any of them. For the avoidance of doubt, ICZ Limited shall not be liable for any direct or indirect consequential damages.


The liability of ICZ Limited to you arising out of or in connection with our engagement (whether for breach of contract or statutory duty, negligence or otherwise) will be limited to one month’s remuneration per the terms of the Engagement Letter and only where such fees have been paid.


15. Governing Law. These terms are governed by and construed in accordance with Irish law. By instructing us you irrevocably agree to submit to the exclusive jurisdiction of the courts of Ireland in respect of any claim or matter arising under or in connection with these terms or the Services that we provide. In the event of any dispute, the prevailing party shall be entitled to legal fees, expenses of litigation and/or arbitration (including expert witnesses) and costs, both in connection with obtaining and collecting any judgment and/or arbitration award, in addition to any other relief to which that party may be entitled.

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