Terms and Conditions

These Terms and Conditions govern the provision of services by Upscale Consultants Ltd ("we", "our" or "us") to the Client ("you" or "your").

Registered Office: 170 Kennington Lane, London SE11 5DP.

Company Number: 08774883

VAT Registration Number: 177215207

1. Definitions

In these Terms:

"Services" means the services described in any proposal, engagement letter, statement of work, quotation or other written agreement between the parties.

"Deliverables" means any report, analysis, recommendation, presentation, model, dashboard, document, output or other work product produced as part of the Services.

2. Application of These Terms

These Terms apply to all Services provided by us unless otherwise agreed in writing.

These Terms shall be read together with any proposal, engagement letter, statement of work, quotation or other written agreement.

Where there is any inconsistency between these Terms and a specific engagement document, the engagement document shall prevail.

3. Provision of Services

We shall perform the Services with reasonable skill, care and diligence.

The scope of Services shall be defined within the relevant engagement documentation.

Any services requested outside the agreed scope may be subject to additional fees and revised timescales.

We reserve the right to determine the manner in which the Services are delivered and to allocate resources as reasonably required.

4. Client Responsibilities

You agree to:

• provide complete, accurate and timely information;
• provide access to records, personnel and systems as reasonably required;
• review Deliverables within a reasonable period;
• respond promptly to requests for information or approval; and
• ensure that all information supplied is accurate and not misleading.

We shall be entitled to rely upon information provided by you unless we have reason to believe it is inaccurate.

You remain responsible for all decisions taken in relation to your business.

5. Client Information and Service Timeframes

The timely delivery of Services depends upon you providing information, records, approvals, access and responses within the agreed timeframe.

Where the provision of Services requires information from you, such information shall be provided within the timeframe specified in the relevant proposal, engagement letter, statement of work or other written communication. Where no specific timeframe has been agreed, the requested information shall be provided within a reasonable period.

If you fail to provide the required information within the applicable timeframe, we reserve the right to:

• postpone, reschedule or reprioritise the Services;
• revise delivery dates and project timelines;
• reallocate resources;
• charge additional fees for catch-up, expedited or additional work; and
• suspend the affected Services until the required information is received.

Recurring service fees shall remain payable regardless of whether the information required for the performance of the Services is provided.

Where recurring reporting, analysis, forecasting, advisory, support or other periodic Services cannot be performed due to your failure to provide the required information within the agreed timeframe, your entitlement to receive those Services for the relevant period shall be deemed waived.

Such Services shall not automatically roll forward to a subsequent period and we shall have no obligation to recreate, duplicate or carry forward Services relating to an expired period unless otherwise agreed in writing.

Any work requested to recreate, reconstruct or perform Services relating to a previous period may be treated as additional work and charged separately at our prevailing rates.

6. Fees and Payment

Fees shall be charged in accordance with the applicable proposal, engagement letter, statement of work or quotation.

Unless otherwise agreed in writing:

• invoices are payable within seven (7) days of the invoice date;
• fees are exclusive of VAT and other applicable taxes;
• recurring services may be invoiced in advance; and
• payment may be collected by Direct Debit.

Recurring service fees represent the reservation of capacity, expertise and resources by us and are payable whether or not you fully utilise the Services during the applicable period.

We reserve the right to review and revise fees where the scope, complexity, transaction volume, reporting requirements or level of support materially differs from that originally agreed.

Payments received may be allocated against outstanding invoices at our discretion.

7. Bundled and Annual Services

Certain Services may be provided under a recurring monthly fee arrangement even though elements of those Services are performed periodically, annually or at specific points during the year.

The monthly fee reflects the overall package of Services provided during the engagement, including ongoing support, availability, planning, administration, compliance activities and the reservation of professional resources.

Fees are not allocated to individual tasks, Deliverables or reporting periods unless expressly stated otherwise.

Accordingly, where an engagement terminates before a periodic or annual Deliverable is completed, you shall not be entitled to a refund, credit or reduction in fees already paid solely because a particular Deliverable has not yet been produced.

Where work has been performed towards an annual or periodic Deliverable prior to termination, we reserve the right to charge for work completed up to the termination date and, where appropriate, invoice any outstanding balance relating to that work.

8. Late Payment

Where payment is not received by the due date, we reserve the right to:

• charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended;
• recover reasonable debt recovery and legal costs;
• suspend Services;
• withhold Deliverables; and
• terminate the engagement.

Interest may accrue from the due date until payment is received in full.

9. Suspension of Services

Where any invoice remains unpaid for more than thirty (30) days after its due date, we may suspend all or part of the Services upon written notice.

During any period of suspension, we shall not be liable for missed deadlines, delays, business interruption, penalties, interest charges or any direct or indirect loss arising from the suspension.

Services may resume once all outstanding amounts have been settled.

10. Annual Fee Reviews

We reserve the right to review our fees periodically.

Fee adjustments may reflect inflation, changes in legislation, increased service requirements, technology costs, market conditions or changes in your business.

Reasonable notice shall be provided before any revised fees take effect.

11. Deliverables

Any Deliverable supplied by us shall be deemed accepted unless you notify us in writing of any material issue within fourteen (14) days of delivery.

We shall be given a reasonable opportunity to correct any agreed issue before any claim may be pursued.

Deliverables are provided solely for the purposes stated within the engagement.

12. Third-Party Reliance

Our Services and Deliverables are provided solely for your benefit.

No third party may rely upon our work, advice, Deliverables or recommendations without our prior written consent.

We accept no responsibility or liability to any third party.

13. Confidentiality

Each party shall keep confidential all non-public information obtained during the course of the engagement.

Confidential information shall not be disclosed except:

• with the consent of the disclosing party;
• where required by law; or
• where required by professional or regulatory obligations.

These obligations shall continue after termination of the engagement.

14. Data Protection

Both parties shall comply with applicable data protection legislation.

We shall implement reasonable technical and organisational measures to protect personal data and confidential information.

Where required, the parties may enter into a separate data processing agreement.

15. Intellectual Property

Unless otherwise agreed in writing, all intellectual property rights in our methodologies, templates, frameworks, software, automations, dashboards, models, processes, working papers and proprietary materials shall remain vested in us.

You are granted a non-exclusive licence to use Deliverables produced specifically for you for your own internal business purposes.

You shall not reproduce, distribute, commercialise or exploit such materials without our prior written consent.

16. Artificial Intelligence and Technology

We may utilise artificial intelligence, automation, machine learning and other technology tools in the delivery of Services.

Appropriate professional review processes shall be applied where required.

Nothing in these Terms transfers ownership of any proprietary technology, systems or methodologies used by us.

17. Use of Subcontractors

We may utilise employees, contractors, associates, specialist advisers, offshore resources or third-party service providers in delivering the Services.

We shall remain responsible for the overall management of the engagement.

Appropriate confidentiality and data protection obligations shall apply to such parties.

18. Anti-Money Laundering and Regulatory Compliance

We may undertake identity verification, anti-money laundering checks and other regulatory procedures required by law or professional obligations.

You agree to provide information reasonably required for these purposes.

We reserve the right to suspend or terminate Services where satisfactory verification cannot be obtained.

19. Ethical and Professional Standards

We reserve the right to refuse, suspend or terminate an engagement where we reasonably believe that:

• a proposed course of action may be unlawful;
• information provided is materially misleading;
• professional standards may be compromised; or
• the engagement exposes us to unacceptable legal, regulatory or reputational risk.

20. Non-Solicitation

During the engagement and for twelve (12) months following its termination, you shall not directly or indirectly employ, engage, solicit or attempt to solicit any employee, contractor, consultant or associate introduced through us.

Where this clause is breached, you shall pay a fee equal to six (6) months of the individual's gross remuneration or fees.

21. Limitation of Liability

Nothing within these Terms excludes liability for:

• fraud;
• fraudulent misrepresentation;
• death or personal injury caused by negligence; or
• any liability that cannot lawfully be excluded.

Subject to the above, our total aggregate liability arising from any engagement shall not exceed the total fees paid by you to us during the twelve-month period preceding the event giving rise to the claim.

We shall not be liable for:

• loss of profit;
• loss of revenue;
• loss of opportunity;
• loss of goodwill;
• loss of anticipated savings;
• indirect loss;
• consequential loss; or
• third-party claims.

22. Limitation Period

No claim may be brought against us more than two (2) years after the date on which the cause of action arose.

Any claim must be notified to us in writing as soon as reasonably practicable after becoming aware of the relevant matter.

23. Force Majeure

Neither party shall be liable for any failure or delay in performing obligations caused by circumstances beyond its reasonable control, including natural disasters, utility failures, cyber incidents, pandemics, industrial disputes, acts of government or other unforeseen events.

24. Termination

Either party may terminate an ongoing engagement by providing thirty (30) days' written notice unless otherwise agreed in writing.

We may terminate immediately where:

• fees remain unpaid;
• required information is not provided;
• a conflict of interest arises;
• legal or regulatory obligations require termination; or
• the engagement becomes unworkable.

Termination shall not affect accrued rights or obligations.

All fees incurred up to the termination date shall remain payable.

Any work in progress, accrued fees or Services substantially performed but not yet invoiced may be invoiced immediately upon termination and shall become payable in accordance with these Terms.

25. Complaints

Any complaint regarding our Services should be submitted in writing within a reasonable period of the issue arising.

We shall investigate the matter and seek to resolve it promptly and fairly.

26. Entire Agreement

These Terms, together with any proposal, engagement letter, statement of work or other written agreement, constitute the entire agreement between the parties.

No variation shall be effective unless agreed in writing.

27. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising under these Terms.

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