These Terms apply to consultancy and advisory services provided by Ciiicle Ltd (“we”, “us” or “our”) to the client (“the Client”). They should be read alongside any proposal, scope of work or engagement letter agreed with the Client.
We will provide the consultancy and advisory services agreed with the Client and will perform those services with reasonable care and skill.
The scope, objectives and expected level of support will normally be set out in a proposal or other written agreement. Any significant work outside the agreed scope may be subject to additional fees, which will be agreed before that work is undertaken.
Unless otherwise agreed in writing, services are provided for an agreed monthly fee.
Invoices are issued approximately 15 days in advance of the month in which services are to be provided and are payable within 14 days of the invoice date.
Payment must be received in cleared funds before work is undertaken during the relevant month. We reserve the right to suspend services where payment has not been received when due.
Unless otherwise stated, all fees are quoted exclusive of VAT. VAT will be added at the applicable rate where required.
We may charge statutory interest and permitted recovery costs on overdue commercial invoices.
Either party may terminate the engagement by giving at least 30 days' written notice.
Fees falling due during the notice period remain payable. Where the termination date falls part-way through a service month, the final month’s fee will be calculated pro rata unless otherwise agreed.
We may suspend or terminate the engagement immediately in the event of material breach, continued non-payment or insolvency of the Client.
Our services are advisory. We provide analysis, observations, recommendations and practical support to assist the Client in making business decisions.
We do not guarantee any particular commercial, financial or operational result. Business outcomes depend on factors outside our control, including the Client’s decisions and implementation, the accuracy and completeness of information available and changes in market, economic or competitive circumstances.
The Client remains responsible for all management decisions and for the implementation of any advice or recommendations.
We are entitled to rely on information supplied by the Client or on the Client's behalf unless we have reason to believe that information is materially incorrect.
The Client is responsible for providing information that is, to the best of its knowledge, accurate, complete and reasonably current.
Our advice may be revised or become less relevant where information subsequently changes or additional information becomes available.
Any indication of business value provided by us is an indicative estimate and not a formal valuation or guarantee of a future sale price.
Actual value may vary significantly according to market conditions, buyer competition, business performance, funding availability, transaction structure and the particular circumstances and motivations of a buyer or seller.
Indicative valuations are primarily used as a benchmark to assess the current saleability and value of a business, identify factors affecting value and illustrate the potential impact of improving those factors.
Unless specifically agreed otherwise in writing, our valuation work must not be relied upon for tax, accounting, lending, legal proceedings or other statutory or regulated purposes.
Unless expressly agreed otherwise, our services do not constitute legal, tax, audit, investment or other regulated professional advice.
Where appropriate, the Client should obtain advice from a suitably qualified lawyer, accountant, tax adviser or other regulated professional before making decisions requiring specialist professional advice.
Each party will keep confidential any commercially sensitive or confidential information received from the other and will use that information only for the purposes of the engagement, except where disclosure is required by law or authorised by the other party.
Each party will comply with applicable data protection legislation in relation to personal data processed as part of the engagement.
We retain ownership of our pre-existing methodologies, models, templates, tools, processes and know-how.
Subject to full payment of our fees, the Client may use reports and materials prepared specifically for the engagement for its own internal business purposes. They may not be commercially reproduced, sold or supplied to third parties for reliance without our written agreement.
To the fullest extent permitted by law, we will not be liable for indirect or consequential loss or for loss of profit, opportunity, business or goodwill arising from the Client's use of our advice.
Our total liability arising from an engagement will not exceed the fees paid or payable to us by the Client during the 12 months preceding the event giving rise to the claim.
Nothing in these Terms limits liability where it cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence or for fraud.
These Terms, together with any agreed proposal or engagement letter, form the basis of the engagement. Where there is a conflict, the specific written terms of the proposal or engagement letter will take precedence.
No person other than the Client and ourselves has any right to enforce the terms of the engagement.
The engagement and any dispute arising from it are governed by the laws of England and Wales and are subject to the jurisdiction of the courts of England and Wales.