General Terms and Conditions

The Consultant shall perform all services with the professional care and diligence expected of a qualified consulting firm operating in the fields of artificial intelligence strategy, implementation, and digital transformation. The Consultant may treat information received from the Client, affiliated companies, or publicly available sources as reliable without independent verification, provided that a professional consultant acting reasonably would consider such information credible.

Upon full payment, all reports, documentation, systems, and other deliverables created specifically for the Client shall become the Client's property. However, the Consultant retains the right to maintain archived copies and to reuse general methodologies, tools, frameworks, software components, and know-how that do not contain Client confidential information. The Consultant may serve multiple clients within the same industry while maintaining strict confidentiality obligations.

All methodologies, procedures, tools, software, frameworks, and knowledge developed by the Consultant — whether before, during, or after the engagement — remain the exclusive intellectual property of the Consultant. The Client acquires no rights to these assets except the usage rights specified in Section 4.

Upon full payment, the Consultant grants the Client an irrevocable, perpetual, non-exclusive, royalty-free licence to use the Consultant's intellectual property as embedded in the delivered work products. The Consultant may reference the Client's name and logo in proposals and marketing materials, provided that no confidential information is disclosed and the reference only indicates that the Client received consulting services from the Consultant.

The Consultant shall protect all Client confidential information and shall not disclose it to third parties without prior written authorisation. Limited disclosure to the Consultant's employees, subcontractors, and affiliated companies is permitted when necessary for the performance of services. The Consultant may use anonymised Client data for benchmarking purposes.

The Client shall protect the Consultant's confidential information and intellectual property with the same level of care applied to its own confidential information. Disclosure is permitted only to the Client's affiliated companies and employees with a legitimate business need.

Confidentiality obligations do not apply to information that: (a) was already known to the receiving party at the time of disclosure; (b) becomes publicly available through no fault of the receiving party; (c) was independently developed without reference to the disclosing party's confidential information; or (d) must be disclosed by law or regulatory requirement, provided the disclosing party is given prior written notice where legally permitted.

The Client shall indemnify and hold harmless the Consultant against all losses, damages, and claims arising from: (a) actions taken in accordance with Client instructions; (b) reliance on information the Consultant reasonably considered reliable; or (c) use of work products beyond the scope authorised in the engagement letter — provided the Consultant was not intentionally or grossly negligent.

The Consultant makes no warranties regarding the achievement of specific business outcomes or estimated cost savings. The Consultant is not responsible for: third-party infrastructure failures; Client misuse of deliverables; inaccurate information provided by third parties; or Client modification of work products without Consultant approval.

Liability applies only in cases of: intentional or grossly negligent breach; personal injury; material misrepresentation; or breach of essential contractual obligations. Liability for foreseeable damages is capped at one-third of the fees paid under the relevant engagement. Claims for indirect, consequential, or lost profit damages are excluded. Claims must be brought within one year of discovery or two years of the breach, whichever is earlier.

Services and deliverables are provided for the Client's internal business use only. The Client may not publish, distribute, or sublicence work products to third parties without the Consultant's prior written consent. These Terms do not create any third-party beneficiary rights.

Fees are specified in the engagement letter and exclude VAT and third-party software licences unless otherwise stated. Invoices are due upon receipt unless a different payment schedule is agreed in writing. Payment may not be offset against counterclaims unless such claims are undisputed or confirmed by a court.

Either party may terminate the engagement for material breach upon 30 days' written notice if the breach is not cured within that period. The Consultant may terminate immediately if the Client suspends payment or becomes insolvent.

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be severed and the remaining Terms shall continue in full force and effect.

The Consultant evaluates potential conflicts of interest before accepting any engagement. When potential conflicts exist, the Consultant implements appropriate safeguards. The Consultant may serve clients operating in the same industry while observing strict confidentiality obligations, as deepening industry expertise benefits all clients.

These Terms are governed by the laws of England and Wales. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.