Terms

Applicable law and dispute resolution

The contract between CCM Consulting Ltd and the client, together with any proposal, statement of work, engagement letter and these terms, shall be governed by and construed in accordance with the law of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute, claim or difference arising out of or in connection with the engagement, save that the parties will first use reasonable endeavours to resolve the matter in good faith and, where appropriate, consider mediation or another mutually agreed form of alternative dispute resolution before commencing formal proceedings.

CCM Consulting Ltd accepts no responsibility if a client relies on advice or recommendations previously given without first confirming that they remain valid in light of changes in law, market conditions, third-party practice or the client’s own circumstances.

Period of engagement and termination

Unless otherwise agreed in writing, an engagement will begin when the client accepts the relevant proposal, statement of work or engagement letter, whether by signature, email confirmation, purchase order, instruction to commence work or conduct clearly indicating acceptance.

Either party may terminate an ongoing engagement by giving not less than 21 days’ written notice, unless a different notice period is stated in the applicable proposal, statement of work or engagement letter.

CCM Consulting Ltd may terminate an engagement immediately by written notice if: * the client fails to cooperate in a material respect; * the client provides information that is misleading, inaccurate or incomplete in a material respect; * fees are not paid when due; * there is a conflict of interest, legal restriction or other circumstance which means CCM Consulting Ltd cannot properly continue to act; or * either party commits a material breach which, where capable of remedy, is not remedied within 14 days after written notice requiring remedy.

Termination shall be without prejudice to any accrued rights, obligations and liabilities up to the date of termination.

On termination, CCM Consulting Ltd shall be entitled to be paid for all work performed, time spent, commitments made and expenses incurred up to the date the engagement ends, together with any reasonable costs incurred in bringing the engagement to an orderly close.

Where fees have been agreed on a fixed-fee, milestone or retainer basis, CCM Consulting Ltd may charge a fair and reasonable proportion of those fees by reference to work completed, time spent, value delivered, reserved capacity and responsibility undertaken.

Any clauses which by their nature are intended to survive termination, including clauses concerning fees, confidentiality, data protection, intellectual property, limitations of liability, non-solicitation, dispute resolution and document retention, shall continue in effect after termination.

Client responsibilities

The client is responsible for ensuring that all information, data, records, documents, assumptions and instructions supplied to CCM Consulting Ltd are accurate, complete and provided on a timely basis.

Unless otherwise expressly agreed in writing, the client remains responsible for all management decisions, implementation decisions, legal compliance decisions, tax decisions and commercial decisions arising from or connected with the services.

The client shall ensure that CCM Consulting Ltd is given timely access to personnel, systems, records and third-party contacts where such access is reasonably required for performance of the services.

CCM Consulting Ltd shall be entitled to rely on information and instructions supplied by the client and by persons whom CCM Consulting Ltd reasonably believes to be authorised by the client.

Scope of services and reliance

CCM Consulting Ltd provides consulting and advisory services. Unless expressly stated in writing, the services do not include legal advice, regulated investment advice, audit, assurance, insolvency office-holder services, tax compliance services, statutory filings or any other regulated activity.

Any recommendations, plans, forecasts, projections, opinions or implementation suggestions are based on information available at the relevant time and involve judgement, assumptions and uncertainty.

No particular financial, tax, operational or commercial outcome is guaranteed.

Advice given orally should not be relied upon unless and until confirmed in writing by CCM Consulting Ltd.

CCM Consulting Ltd will only assist with implementation where that has been expressly agreed as part of the scope of work.

Subcontracting and third parties

CCM Consulting Ltd may use employees, associates, subcontractors or specialist third parties in delivering the services, provided that it remains responsible for the overall delivery of the services under the engagement.

Unless expressly agreed otherwise in writing, the services are provided solely for the client’s benefit.

No third party may rely on any deliverable, advice, report, recommendation or other work product without CCM Consulting Ltd’s prior written consent.

A person who is not a party to the contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the engagement.

Confidentiality

Subject to legal, regulatory or professional obligations, CCM Consulting Ltd shall keep confidential all confidential information disclosed by the client in connection with the engagement and shall use such information only for the purpose of performing the services.

The client agrees that CCM Consulting Ltd may disclose confidential information to its employees, contractors, professional advisers and service providers where reasonably necessary for the performance, administration, quality control or support of the services, provided that such persons are subject to appropriate confidentiality obligations.

CCM Consulting Ltd may refer to the client’s name and the fact of the appointment for internal training, compliance or non-confidential business development purposes, but shall not disclose confidential information without authority unless required by law.

Data protection

Each party shall comply with applicable UK data protection legislation in relation to personal data processed in connection with the engagement.

To the extent that CCM Consulting Ltd processes personal data on behalf of the client, it shall process that data only on the client’s lawful written instructions, subject to any overriding legal or regulatory obligation, and shall maintain commercially reasonable administrative, technical and organisational safeguards appropriate to the nature of the personal data concerned.

The client warrants that it has a lawful basis for disclosing personal data to CCM Consulting Ltd and that it has provided all necessary privacy information to relevant data subjects.

CCM Consulting Ltd may use reputable cloud-based systems, software providers, professional advisers and contractors in connection with the services, including providers located outside the UK, provided that any transfer of personal data is carried out in accordance with applicable data protection law.

Electronic communications

Unless the client instructs otherwise in writing, CCM Consulting Ltd may communicate with the client and with relevant third parties by email and other electronic means.

The client accepts the inherent risks of electronic communications, including non-receipt, delay, interception, corruption and unauthorised alteration, and is responsible for virus checking its own systems and incoming communications.

Electronic approvals and electronic signatures, including approvals by email, portal or workflow software, shall be valid and binding as though they were original handwritten signatures.

Fees and payment

Fees may be calculated on a time-spent basis, fixed-fee basis, milestone basis, retainer basis, value basis or on such other basis as is specified in the relevant proposal, statement of work or engagement letter.

Unless expressly stated otherwise, any estimate, quotation or fee indication is non-binding and may be revised if the scope, assumptions, timetable, level of cooperation, risk profile or complexity of the engagement changes.

Any work that falls outside the agreed scope of services, including additional meetings, further analysis, implementation support, rework caused by incomplete or changing instructions, urgent work, stakeholder management, workshops or revised deliverables, may be charged in addition to the agreed fees at CCM Consulting Ltd’s prevailing rates or such other rate as may be agreed in writing.

Fees are exclusive of VAT and exclusive of third-party costs, travel, accommodation, subsistence, software charges, printing, courier charges and other disbursements, all of which may be charged in addition where reasonably incurred.

Invoices are payable on presentation unless a different payment term is stated in writing.

CCM Consulting Ltd may charge interest on overdue sums at the rate permitted by the Late Payment of Commercial Debts (Interest) Act 1998 and may suspend services while invoices remain unpaid.

If, as a client, you are a non-natural person and are unable or unwilling to settle our fees we reserve the right to seek payment from the natural person (or parent entity) who gave us instructions on your behalf and we shall