The Collective Intelligence Consultancy Limited
The Collective Intelligence Consultancy Ltd is referred to in these Terms of Business as "the Company", "we", "us" or "our", which, where appropriate, includes our successor and predecessor firms and our directors, employees, consultants, contractors, officers, representatives and agents ("staff members").
References to "you" or "your" are to the persons or entities who are our clients for the Engagement.
The Engagement Letter (including these Terms of Business) supersedes all prior agreements and constitutes the entire agreement between us. You confirm that you have not relied on any statement, representation or assurance not expressly set out in the Engagement Letter.
Where there is any conflict between these Terms of Business and the Engagement Letter, the Engagement Letter shall prevail.
Fees shall be charged in accordance with the Engagement Letter and may include:
Where fees are agreed on a fixed-fee, retainer or scoped basis, such fees take precedence over any time-based charging provisions in these Terms of Business.
Unless expressly stated otherwise, fixed fees and retainers are based on agreed assumptions, scope and outcomes.
Invoices shall be rendered in accordance with the Engagement Letter. Unless otherwise stated:
Any queries regarding invoices must be raised in writing within 7 days of the invoice date.
We reserve the right to charge interest on overdue amounts at 2% above the base rate of our principal bankers.
You agree to reimburse reasonable disbursements incurred in connection with the Engagement.
We reserve the right to exercise a lien over documents and materials in our possession until all outstanding fees and disbursements are paid in full.
The Services are provided on the basis of the scope, assumptions and outcomes agreed in the Engagement Letter or applicable scope document.
Any material change to scope, assumptions, deliverables or priorities may require written agreement and may result in an adjustment to fees and timelines.
We are not responsible for matters outside the agreed scope unless expressly agreed in writing.
We shall determine which of our staff members are allocated to the Engagement. The Services may be delivered by one or more directors, employees or contractors of the Company.
You acknowledge that you engage the Company, not any individual, and that personnel may be substituted or rotated without constituting a breach of the Engagement, provided all personnel are suitably qualified and experienced.
Nothing in the Engagement creates an employment relationship, partnership or agency between you and any individual staff member.
You are responsible for providing complete, accurate and timely information relevant to the Engagement.
We will not audit, verify or independently validate information provided to us and do not express any opinion on the achievability of forecasts, budgets or projections, unless expressly agreed in writing.
We are not responsible for the commercial, strategic, financing, investment or operational decisions taken by you, whether or not such decisions take into account our advice.
Failures or delays by you may result in additional fees or impact delivery.
Our advice, reports and deliverables are provided solely for your internal use for the purposes for which they were prepared.
They may not be disclosed to or relied upon by any third party without our prior written consent.
No third party shall acquire any rights against us under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
We do not accept responsibility to any party other than you.
Unless expressly agreed in writing, we do not review or advise on the legal terms of any acquisition, disposal, fundraising, debt facility, equity issuance or similar transaction.
Where transaction related services are agreed, they shall be subject to a separate scope or engagement.
Each party shall keep confidential all Confidential Information disclosed in connection with the Engagement and shall not disclose it except:
Confidentiality obligations survive termination of the Engagement.
We operate in accordance with the ethical requirements of the Institute of Chartered Accountants in England and Wales (ICAEW) and maintain procedures to identify conflicts of interest.
Where a conflict arises, we will notify you and, where appropriate, implement safeguards subject to your consent. If adequate safeguards cannot be implemented, the Engagement may be terminated.
Each party retains ownership of all intellectual property rights in materials, data, information and other works that it owned or developed prior to the Engagement.
All intellectual property rights in methodologies, tools, templates, frameworks, know-how and materials developed by us (whether prior to or during the Engagement) shall remain our property.
Subject to payment of all applicable fees, the Company is granted a perpetual, non-exclusive, royalty-free licence to use any deliverables created specifically for the Company as part of the Services for its internal business purposes.
Ownership of intellectual property in a specific deliverable(s) may be transferred only where expressly agreed in writing and identified in a Commercial Schedule.
We may retain copies of documents relating to the Engagement. Our standard retention period is seven years following the end of the Engagement, after which documents may be destroyed.
We process personal data in accordance with applicable data protection laws. Further details on how we collect, use and protect personal data are set out in our Privacy Policy. By engaging us, you acknowledge that you have read and understood our Privacy Policy.
We align with the regulations laid down by the Institute of Chartered Accountants in England and Wales (ICAEW) and maintain professional indemnity insurance appropriate to the Services.
We comply with applicable anti-money laundering and counter-terrorist financing legislation and may be required to carry out identity checks or make statutory disclosures.
You agree that no claim shall be brought against any individual staff member personally (except in cases of fraud). This does not limit the Company's liability.
Where we are jointly and severally liable with third parties, our liability shall be limited to the proportion of Loss fairly attributable to us.
Our aggregate liability is limited as set out in the Engagement Letter.
Termination rights are as set out in the Engagement Letter, which shall prevail over these Terms.
We may suspend Services if invoices are unpaid, without liability for any resulting loss.
Termination does not affect accrued rights or obligations.
We shall not be liable for delays or failure to perform due to events beyond our reasonable control.
The Engagement Letter and these Terms of Business are governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.
Company Registration Number: 16860822
Registered Address: 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UK