These Terms and Conditions of Business ("Conditions") govern the relationship between Limitless King Capital Limited ("LKC", "we", "us" or "our") and the Client in respect of all financial, investment, advisory and related services provided by LKC. By engaging with LKC and accepting a Service Agreement or Letter of Engagement, the Client agrees to be bound by these Conditions. LKC is a financial services company incorporated in England and Wales. Where applicable, LKC operates in compliance with relevant UK financial services legislation and regulation. Clients are advised to review these Conditions carefully and seek independent legal advice where appropriate.
1.1 In these Conditions, unless the context otherwise requires, the following definitions apply:
"Agreement" means the Letter of Engagement, Service Agreement, or any other formal contract entered into between LKC and the Client, incorporating these Conditions.
"Client" means the individual, company, partnership, trust, or other entity that has engaged LKC for the provision of Services.
"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Agreement, whether commercial, financial, technical or otherwise.
"Deliverables" means the reports, analyses, recommendations, financial models, investment materials, or other outputs produced by LKC in the course of providing the Services.
"Fees" means the charges payable by the Client to LKC for the Services, as set out in the Agreement.
"Force Majeure" means any event beyond a party's reasonable control, including acts of God, pandemic, war, civil unrest, government intervention, regulatory action, or failure of third-party infrastructure."LKC" means Limitless King Capital Limited, a company incorporated in England and Wales.
"Order" means a written instruction, request, or mandate from the Client to LKC to provide specified Services.
"Services" means the financial services, investment advisory, capital structuring, fund management, consultancy, or related services to be provided by LKC as described in the Agreement.
"UK GDPR" means the retained EU law version of the General Data Protection Regulation (EU 2016/679) as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018.
1.2 In these Conditions:
(a) a reference to the Agreement includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
(b) clause headings are included for convenience only and shall not affect interpretation;
(c) a reference to a 'party' includes that party's personal representatives, successors and permitted assigns;
(d) a reference to a 'person' includes any natural person, corporate or unincorporated body, whether or not having separate legal personality;
(e) words in the singular include the plural and vice versa;
(f) any words following 'include', 'includes', 'including' or similar expressions are illustrative only and shall not limit the preceding words;
(g) a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form, including email;
(h) a reference to legislation is to that legislation as amended, extended or re-enacted from time to time, except where such amendment would increase or alter a party's liability under the Agreement
2.1 These Conditions apply to and form part of every Agreement between LKC and the Client. They supersede any previously issued terms and conditions of engagement.
2.2 No terms or conditions contained in the Client's own documentation shall form part of the Agreement unless LKC otherwise agrees in writing, signed by no less than two Directors of LKC.
2.3 No variation of these Conditions or of any Agreement shall be binding unless expressly agreed in writing and executed by an authorised signatory on behalf of each party. Where either party has only one Director, that Director may act with sole discretion.
2.4 Each Order submitted by the Client to LKC constitutes an offer to purchase Services subject to the Agreement and these Conditions.
2.5 An Order shall remain open for acceptance by LKC for ninety (90) Business Days from the date of submission, after which it shall lapse automatically.
2.6 LKC may accept or reject any Order at its absolute discretion. An Order shall not be accepted, and no obligation to provide Services shall arise, until the earlier of:
(a) LKC's written confirmation of acceptance; or
(b) LKC commencing performance of the Services.
2.7 LKC may issue quotations or proposals from time to time. These are invitations to treat only and do not constitute binding offers capable of acceptance.
2.8 Marketing materials, investment case studies, and promotional content relating to LKC's Services are illustrative only and do not form part of any Agreement.
3.1 The Fees for the Services shall be as set out in the Agreement or, where no such amount is specified, calculated in accordance with LKC's standard scale of fees in force from time to time.
3.2 Unless otherwise stated, Fees are exclusive of:
(a) applicable taxes, duties, and levies, including VAT where applicable; and
(b) third-party costs, disbursements, or expenses incurred by LKC on the Client's behalf, which shall be charged in addition at cost unless otherwise agreed.
3.3 The Client shall pay any applicable VAT upon receipt of a valid VAT invoice from LKC.
3.4 LKC may increase its Fees at any time by giving the Client no less than thirty (30) days' written notice, provided that any such increase does not exceed five percent (5%) of the Fees immediately prior to the increase.
3.5 Notwithstanding clause 3.4, LKC may increase Fees with immediate effect by written notice where there is a material increase in the direct cost to LKC of providing the Services, arising from factors beyond LKC's reasonable control (including regulatory change, third-party cost increases, or market disruption).
4.1 LKC shall invoice the Client for the Services, partially or in full, in accordance with any payment schedule agreed between the parties.
4.2 The Client shall pay all invoices:(a) in full, without deduction or set-off, in cleared funds within thirty (30) days of the date of each invoice; and
(b) to the bank account nominated by LKC from time to time.
4.3 Time of payment is of the essence. Where any sum due under these Conditions is not paid in full by the due date:
(a) LKC may, without limiting its other rights, charge interest on such sums at four percent (4%) per annum above the Bank of England base rate from time to time in force;
(b) interest shall accrue on a daily basis from the due date until actual payment in full, whether before or after judgement; and
(c) LKC reserves the right to suspend the provision of Services until all overdue amounts are paid in full.
5.1 LKC may, at its sole discretion, extend credit facilities to the Client and may vary or withdraw such facilities at any time. The extension of credit is strictly subject to satisfactory due diligence and credit assessment of the Client, and LKC reserves the right to withhold or suspend Services if any agreed credit limit is exceeded.
6.1 LKC shall provide the Services with reasonable skill and care and in accordance with the specification agreed in the relevant Order or Agreement.
6.2 LKC shall use reasonable endeavours to meet any estimated dates or timelines for performance, but any such dates are indicative only and not of the essence (unless expressly stated otherwise in writing).
6.3 LKC shall not be liable for any delay in or failure of performance where such delay or failure arises from:
(a) the Client's failure to provide timely, accurate, and complete information required by LKC;
(b) the Client's failure to make key personnel available in a timely manner;
(c) the Client's failure to comply with LKC's reasonable instructions or requests;
(d) changes in applicable law, regulation, or market conditions beyond LKC's control; or
(e) a Force Majeure event.
6.4 LKC may engage sub-contractors or third-party specialists to assist in delivering the Services, provided that LKC remains fully responsible for the performance of such parties in accordance with the Agreement.
6.5 Where LKC provides Deliverables, these shall be for the Client's use only and shall not be reproduced, distributed, or disclosed to third parties without LKC's prior written consent.
7.1 The Client shall:
(a) cooperate fully with LKC in the provision of the Services;
(b) provide LKC with all information, documentation, and access reasonably required in connection with the Services, ensuring such information is complete, accurate and up to date;
(c) inform LKC promptly of any material change in its financial circumstances, corporate structure, regulatory status, or any other matter that may be relevant to the Agreement;
(d) comply with all applicable laws and regulations in connection with its use of the Services; and(e) maintain such licences, authorisations and regulatory approvals as are required for it to lawfully receive the Services.
7.2 The Client warrants that all information provided to LKC is true, accurate, complete and not misleading.
8.1 All intellectual property rights in any Deliverables, analyses, financial models, reports, or other materials produced by LKC in connection with the Services shall remain the property of LKC unless expressly agreed otherwise in writing.
8.2 LKC grants the Client a non-exclusive, non-transferable licence to use such Deliverables solely for the Client's own internal business purposes in connection with the Services.
8.3 The Client shall not use any LKC branding, trade marks, or intellectual property without LKC's prior written consent.
9.1 LKC warrants that:
(a) the Services shall be provided with reasonable professional skill and care;
(b) the Deliverables shall, at the time of delivery, materially conform to any agreed specification;
(c) it holds all necessary qualifications, licences, and authorities required to provide the Services.
9.2 LKC shall not be liable for any failure of the Services or Deliverables to meet the Client's expectations where such failure arises from:
(a) inaccurate, incomplete, or misleading information provided by the Client;
(b) the Client's failure to act on LKC's advice or recommendations;
(c) changes in market conditions, regulatory requirements, or economic circumstances beyond LKC's control;
(d) the Client's modification of any Deliverable without LKC's prior written consent; or
(e) the Client's failure to make payment when due.
9.3 Where the Client considers that the Services do not comply with clause 9.1, it shall notify LKC in writing within ten (10) Business Days, setting out in reasonable detail the nature and extent of the non-conformance. LKC shall, at its option, re-perform the relevant Services or provide a credit.
9.4 All other warranties and conditions, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by applicable law.
10.1 Each party shall comply with all applicable bribery and corruption laws, including the Bribery Act 2010, and shall maintain adequate procedures to prevent bribery by its personnel, agents, and subcontractors.
10.2 Neither party shall make or receive any bribe or improper payment, or allow any such to be made or received on its behalf, whether in the United Kingdom or elsewhere.
10.3 The Client shall notify LKC immediately upon becoming aware of any actual or suspected breach of this clause 10. Any breach by the Client shall be deemed a material, irremediable breach entitling LKC to terminate the Agreement with immediate effect.
11.1 LKC is committed to the principles of the Modern Slavery Act 2015 and maintains a Modern Slavery Policy.
11.2 The Client undertakes, warrants and represents that:
(a) it shall comply with the Modern Slavery Act 2015 throughout the term of the Agreement;
(b) it has implemented due diligence procedures to prevent modern slavery and human trafficking within its business and supply chain; and
(c) any responses it provides to LKC's modern slavery due diligence enquiries are complete and accurate.
11.3 The Client shall notify LKC immediately in writing if it becomes aware or has reason to believe that any officer, employee, agent, or subcontractor has breached or may have breached this clause 11.
12.1 The Client shall indemnify and keep indemnified LKC from and against any losses, damages, liabilities, costs (including legal fees) and expenses arising from or in connection with the Client's breach of any of its obligations under the Agreement.
12.2 The Client shall maintain appropriate insurance with reputable insurers, sufficient to cover its obligations under the Agreement. Evidence of such insurance shall be provided to LKC on request.
13.1 The extent of the parties' liability under or in connection with the Agreement (whether in tort, contract, or otherwise) shall be as set out in this clause 13.
13.2 Subject to clauses 13.5 and 13.6, LKC's total aggregate liability shall not exceed the total Fees paid by the Client to LKC under the relevant Agreement in the twelve (12) months preceding the event giving rise to the claim.
13.3 Subject to clauses 13.5 and 13.6, LKC shall not be liable for any consequential, indirect, or special losses.
13.4 Subject to clauses 13.5 and 13.6, LKC shall not be liable for any of the following (whether direct or indirect):
• loss of profit or revenue
• loss or corruption of data or information
• loss of anticipated savings or investment returns
• loss of contract or business opportunity
• loss of goodwill or damage to reputation
• any failure of an investment to perform as projected or anticipated
13.5 The limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities given by either party under the Agreement.
13.6 Nothing in the Agreement shall limit or exclude either party's liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other matter which cannot be excluded or limited by applicable law.
13.7 For the avoidance of doubt, LKC does not guarantee any particular investment return, capital preservation, or financial outcome. Past performance is not indicative of future results. The value of investments may go down as well as up.
14.1 Each party shall keep confidential all Confidential Information of the other party and shall only use such information as required to perform its obligations under the Agreement. This clause shall not apply to:
(a) information which was in the public domain at the date of the Agreement;
(b) information which enters the public domain other than through a breach of the Agreement;
(c) information independently developed by the receiving party without using the disclosing party's information; or
(d) disclosure required by law, regulation, or a competent regulatory authority.
14.2 Obligations of confidentiality shall survive termination or expiry of the Agreement for a period of five (5) years.
14.3 The Client shall not make any public announcement regarding the Agreement or its relationship with LKC without LKC's prior written consent, except as required by law or regulation.
15.1 Each party shall comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018, in connection with the performance of the Agreement.
15.2 Where LKC processes personal data on behalf of the Client, LKC shall act as a Data Processor and the Client shall act as a Data Controller. LKC shall process such data only in accordance with the Client's written instructions and the Agreement.
15.3 LKC shall implement and maintain appropriate technical and organisational measures to protect personal data against accidental, unauthorised, or unlawful destruction, loss, alteration, or disclosure.
15.4 LKC shall:
(a) not engage sub-processors without prior written authorisation from the Client;
(b) ensure that all personnel authorised to process personal data are subject to appropriate confidentiality obligations;
(c) notify the Client without undue delay upon becoming aware of any personal data breach;
(d) assist the Client in meeting its obligations under Articles 32–36 of the UK GDPR where applicable.15.5 On termination of the Agreement, LKC shall, at the Client's direction and cost, return or securely destroy all personal data processed on the Client's behalf, unless retention is required by law.
15.6 LKC's Privacy Policy at limitlessking.capital is incorporated into and forms part of these Conditions.
16.1 Neither party shall be in breach of the Agreement, nor liable for any delay or failure in performance, arising from a Force Majeure event. The affected party shall promptly notify the other in writing when a Force Majeure event causes or is likely to cause a delay or failure, and when it ceases to do so.
16.2 If a Force Majeure event continues for more than thirty (30) consecutive days, either party may terminate the Agreement by written notice to the other party, without liability (other than for Fees already due and payable).
17.1 LKC may terminate the Agreement immediately by written notice if:
(a) the Client commits a material breach of the Agreement that is not remediable;
(b) the Client commits a material breach that is not remedied within fourteen (14) days of receiving written notice;
(c) any sum due under the Agreement remains unpaid for more than fourteen (14) days after LKC has notified the Client that payment is overdue;
(d) any licence, authorisation, or regulatory approval held by the Client is revoked or materially modified such that the Client can no longer lawfully receive the Services; or
(e) LKC's ability to perform the Agreement is materially impaired by the failure or insolvency of a key third-party provider.
17.2 LKC may terminate the Agreement immediately by written notice if the Client:
(a) stops carrying on all or a significant part of its business, or indicates it intends to do so;
(b) is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or LKC reasonably believes that to be the case;
(c) becomes subject to a company voluntary arrangement, moratorium, restructuring plan, or scheme of arrangement under applicable insolvency or companies legislation;
(d) has a receiver, administrator, or administrative receiver appointed over all or any part of its assets;
(e) has a resolution passed or petition presented for its winding up; or
(f) takes any steps in anticipation of, or has no realistic prospect of avoiding, any insolvency process.
17.3 LKC may also terminate the Agreement by giving not less than four (4) weeks' written notice where the Client undergoes, or it is reasonably anticipated that it will undergo, a change of Control.
17.4 The Client shall notify LKC immediately if any event occurs that may entitle LKC to terminate under this clause 17.
17.5 Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of either party at the time of termination.
18.1 Any notice given under these Conditions shall:
(a) be in writing and in English;
(b) be signed by or on behalf of the party giving it (except for notices sent by email); and
(c) be sent to the address specified in the Agreement, or such other address as a party may notify in writing.
18.2 Notices shall be deemed received:
(a) by hand: on receipt of a signature at time of delivery;
(b) by Royal Mail Recorded Signed For: at 9:00am on the second Business Day after posting; or
(c) by email: on receipt of a delivery or read-receipt from the correct address.
18.3 Any change to a party's contact details shall be notified in writing and shall take effect five (5) Business Days after notice is deemed received.
All rights and remedies available to LKC under these Conditions or at law are cumulative and not exclusive of any other rights or remedies.
Unless otherwise stated, time is of the essence in relation to the Client's payment obligations under these Conditions.
The Client shall, at LKC's reasonable request and at the Client's cost, execute all documents and take all steps necessary to give full effect to the Agreement.
22.1 The Agreement and any documents incorporated into it by reference constitute the entire agreement between the parties, superseding all prior agreements, understandings and representations.
22.2 Each party acknowledges that it has not entered into the Agreement in reliance on any representation or warranty not expressly set out in it.
22.3 Nothing in these Conditions limits or excludes any liability for fraud or fraudulent misrepresentation.
No variation to the Agreement shall be valid unless made in writing, referencing the Agreement and these Conditions, and duly signed by authorised signatories of both parties.
Neither party may assign, subcontract or encumber any right or obligation under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
LKC shall be entitled to set off against any sum owed to the Client any amount owed by the Client to LKC under this or any other agreement between the parties.
The parties are independent persons. The Agreement does not establish any partnership, joint venture, agency, trust, or fiduciary relationship. Neither party has authority to make commitments on the other's behalf.
The Client recognises that any breach or threatened breach of the Agreement, including in relation to confidentiality or intellectual property, may cause LKC irreparable harm for which damages may be an inadequate remedy. LKC shall accordingly be entitled to seek specific performance, injunction, or other equitable relief without proof of special damages.
28.1 If any provision of the Agreement (or part thereof) is or becomes illegal, invalid or unenforceable, the remaining provisions shall continue in full force and effect.
28.2 If any provision would be legal, valid, and enforceable if modified, it shall apply with the minimum modifications necessary to make it so, and the parties shall negotiate in good faith to agree a mutually acceptable alternative.
29.1 No failure or delay by LKC in exercising any right, power or remedy shall operate as a waiver of it.
29.2 A waiver by LKC of any breach shall be effective only if given in writing, and shall apply only to the specific instance for which it is given.
The Client shall comply with all applicable laws and regulations and maintain all licences, authorisations, and approvals required to perform its obligations under or in connection with the Agreement.
In the event of any conflict between the terms of these Conditions and the terms of any Order, schedule, appendix or annex, the terms of these Conditions shall prevail to the extent of the conflict.
Each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of the Agreement.
33.1 Except as provided in clause 33.2, a person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
33.2 Any affiliate of LKC shall be entitled to enforce any provision of the Agreement under the Contracts (Rights of Third Parties) Act 1999. The consent of any such affiliate is not required in order to rescind or vary the Agreement.
34.1 The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
34.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute or claim arising out of or in connection with the Agreement