STANDARD TERMS OF BUSINESS

CROSS KEYS CONSULTANCY LTD

STANDARD TERMS OF BUSINESS

Supply Chain & Commercial Consulting | www.ckc.delivery

1. DEFINITIONS AND INTERPRETATION

In these Terms of Business, the following definitions apply:

“Consultant” means Cross Keys Consultancy Ltd, a company registered in England and Wales, trading as CKC.delivery.

“Client” means the party engaging the Consultant’s services, as identified in the relevant engagement letter, proposal, or statement of work.

“Services” means the consulting, advisory, introduction, project management, or other professional services provided by the Consultant as described in any engagement letter, proposal, or statement of work.

“Deliverables” means all reports, analyses, recommendations, strategies, documents, and other materials produced by the Consultant in the course of providing the Services.

“Introduced Party” means any individual, company, investor, partner, supplier, customer, or other third party introduced by the Consultant to the Client or vice versa.

“Introduction” means the act of making known, connecting, or facilitating contact between the Client and an Introduced Party, whether directly or indirectly.

“Investment” means any capital commitment, equity purchase, loan, funding arrangement, joint venture contribution, or other financial transaction arising from or connected to an Introduction.

“Personnel” means any employee, contractor, freelancer, interim manager, or other individual engaged by or through the Consultant’s Introduction.

2. APPLICATION OF TERMS

These Terms of Business apply to all services provided by the Consultant unless expressly varied in writing signed by both parties. By instructing or engaging the Consultant, the Client agrees to be bound by these Terms. These Terms shall be deemed incorporated into all communications, proposals, and engagement letters issued by the Consultant, including those referenced by hyperlink in email correspondence.

3. SCOPE OF SERVICES

The Consultant provides advisory and consulting services across supply chain management, commercial strategy, procurement, logistics, operational improvement, investment facilitation, and related disciplines. The specific scope of each engagement shall be agreed in writing. Where no written scope is agreed, these Terms shall apply to all work undertaken.

4. FEES AND PAYMENT

4.1 Consulting Fees. The Consultant’s fees shall be agreed in advance for each engagement and may be charged on a daily rate, fixed-fee, retainer, or success-fee basis as set out in the relevant proposal or engagement letter.

4.2 Introduction Fee – Investments. Where the Consultant introduces the Client to any party and an Investment is made (in whole or in part) as a result of or in connection with that Introduction, the Client shall pay the Consultant an introduction fee equal to 7% (seven per cent) of the total value of the Investment. This fee is non-VATable.

4.3 Introduction Fee – Personnel. Where the Consultant introduces any Personnel to the Client (or to any third party at the Client’s request) and such Personnel is subsequently engaged, whether on a permanent, contract, interim, or any other basis, the Client shall pay the Consultant an introduction fee as follows:

1. Permanent placement: 15% of the individual’s first-year gross annual salary or total remuneration package (whichever is higher).

2. Contract or interim engagement: 15% of the total fees paid to or in respect of the individual during the first 12 months of the engagement.

3. These fees are non-VATable unless otherwise stated.

4.4 When Introduction Fees Become Due. Introduction fees shall become due and payable within 14 days of the earlier of: (a) completion of the relevant Investment or engagement of the Personnel; or (b) the date on which any binding agreement, heads of terms, or letter of intent is signed between the Client and the Introduced Party.

4.5 Survival of Introduction. The obligation to pay introduction fees shall survive the termination or expiry of any engagement with the Consultant and shall remain payable if the Investment is made or the Personnel is engaged within 24 months of the date of the Introduction, regardless of whether the Consultant remains engaged at that time.

4.6 Indirect Introductions. Introduction fees shall be payable where the Investment or engagement arises indirectly from the Introduction, including where the Client is introduced to an intermediary, associate, or affiliate of the Introduced Party.

4.7 Payment Terms. All invoices are payable within 14 days of the invoice date. Late payments shall attract interest at 4% per annum above the Bank of England base rate, accruing daily from the due date until payment is received in full, without prejudice to any other rights or remedies.

4.8 Expenses. Reasonable expenses incurred in the performance of the Services (including travel, accommodation, and subsistence) shall be reimbursed by the Client upon presentation of receipts, unless otherwise agreed in advance.

5. INTELLECTUAL PROPERTY AND USE OF DELIVERABLES

5.1 All intellectual property rights in the Deliverables, including copyright, designs, methodologies, frameworks, models, tools, templates, and know-how, shall remain the exclusive property of the Consultant unless expressly assigned in writing.

5.2 Upon full payment of all fees due, the Client is granted a non-exclusive, non-transferable licence to use the Deliverables solely for the Client’s own internal business purposes in connection with the project for which they were produced.

5.3 The Client shall not, without the prior written consent of the Consultant: reproduce, distribute, or share the Deliverables with any third party; use the Deliverables for any purpose beyond the original scope of the engagement; remove any proprietary notices from the Deliverables; or create derivative works based on the Deliverables.

5.4 The Consultant reserves the right to use general knowledge, skills, experience, and techniques acquired during the engagement for other clients and purposes.

6. LIMITATION OF LIABILITY

6.1 Advisory Nature. The Services are advisory in nature. All recommendations, strategies, and analyses are provided in good faith based on the information available to the Consultant at the time. The Client acknowledges that all business decisions remain the sole responsibility of the Client.

6.2 No Guarantee of Outcomes. The Consultant does not guarantee any particular outcome, result, financial return, or commercial success arising from the Services or any Introduction.

6.3 Limitation. The Consultant’s total aggregate liability in connection with any engagement shall not exceed the total fees actually paid by the Client to the Consultant under that engagement.

6.4 Exclusion of Indirect Loss. The Consultant shall not be liable for any indirect, consequential, or special loss or damage, including loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or loss of data, howsoever arising.

6.5 Third-Party Actions. The Consultant accepts no liability for the actions, omissions, decisions, performance, solvency, or conduct of any Introduced Party, Personnel, or other third party. The Client is solely responsible for conducting its own due diligence on any party introduced by the Consultant.

6.6 Reliance. The Client shall not hold the Consultant liable for any loss arising from the Client’s reliance on the Deliverables or recommendations where the Client has failed to disclose material information to the Consultant or has used the Deliverables outside the agreed scope.

7. CONFIDENTIALITY

7.1 Each party shall keep confidential all information received from the other party that is marked as confidential or that a reasonable person would consider confidential, and shall not disclose such information to any third party without prior written consent.

7.2 This obligation shall not apply to information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party; is independently developed; or is required to be disclosed by law or regulation.

7.3 The obligations of confidentiality shall survive the termination or expiry of any engagement for a period of 3 years.

8. NON-CIRCUMVENTION

8.1 The Client agrees not to circumvent, avoid, bypass, or attempt to circumvent the Consultant in order to avoid paying fees that are or may become due under these Terms.

8.2 Without limiting the generality of the above, the Client shall not directly or indirectly deal with any Introduced Party for the purpose of avoiding the Consultant’s introduction fees.

8.3 Any breach of this clause shall entitle the Consultant to claim the full introduction fee that would have been payable, together with any costs incurred in enforcing this provision.

9. DATA PROTECTION

The Consultant shall process any personal data received from the Client in accordance with applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018. Personal data shall be processed only to the extent necessary for the provision of the Services.

10. TERMINATION

10.1 Either party may terminate an engagement by giving 30 days’ written notice to the other party.

10.2 The Consultant may terminate immediately if the Client fails to pay any amount due within 14 days of a written reminder.

10.3 Upon termination, the Client shall pay all fees and expenses due up to the date of termination. Introduction fee obligations (clauses 4.2 to 4.6) and intellectual property provisions (clause 5) shall survive termination.

11. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, war, terrorism, strikes, government action, or failure of third-party systems.

12. DISPUTE RESOLUTION

In the event of any dispute, the parties shall first attempt to resolve the matter through good-faith negotiation. If the dispute is not resolved within 30 days, either party may refer the matter to mediation. These Terms shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.

13. GENERAL PROVISIONS

13.1 Entire Agreement. These Terms, together with any engagement letter or proposal, constitute the entire agreement between the parties in respect of the Services.

13.2 Variation. No variation of these Terms shall be effective unless made in writing and signed by both parties.

13.3 Waiver. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

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

13.5 Third-Party Rights. Nothing in these Terms is intended to confer any right or benefit on any person who is not a party to the engagement.

13.6 Notices. All notices shall be in writing and sent to the address or email address last notified by the relevant party.

 

These Terms of Business are effective from the date of first communication referencing them and remain in force until superseded by a later version published at www.ckc.delivery.

Cross Keys Consultancy Ltd | www.ckc.delivery | Standard Terms of Business