Terms of Business

Version 1.0 · Effective from 18 October 2026

1. Supplier information

ACURIS SERVICES LTD, a private company limited by shares registered in England and Wales under company number 17503449. Registered office: 2c Darmonds Green Avenue, Liverpool, L6 0DP, United Kingdom. Email: info@acuris.uk. We are not currently registered for VAT.

2. Definitions

1. "Client": the organisation named in the SOW that purchases the Services.
2. "Contract": the contract between us and the Client, made up of the SOW and these Terms.
3. "Deliverables": reports, audits, templates, playbooks and other materials we produce for the Client as part of the Services.
4. "Services": the advisory services described in the SOW.
5. "SOW": a statement of work, proposal or engagement letter accepted in writing (including by email) by both parties.
6. "Business Day": a day other than a Saturday, Sunday or public holiday in England.

3. Basis of contract

1. The Contract is formed when both parties accept a SOW in writing. Website enquiries and quotations are not offers capable of acceptance.
2. These Terms apply to the exclusion of any other terms the Client seeks to impose or incorporate (including on any purchase order), or which are implied by trade, custom or course of dealing.
3. If there is a conflict, the SOW prevails over these Terms only where the SOW expressly states which clause it overrides.
4. The Client confirms that it enters into the Contract in the course of its business and not as a consumer.

4. Supply of the Services

1. We will supply the Services with the reasonable skill and care of a competent commercial and procurement adviser and in accordance with the SOW in all material respects.
2. Any dates in the SOW are estimates and time is not of the essence, unless the SOW expressly states otherwise.
3. We may use suitably qualified subcontractors, remaining responsible for their performance.

5. Client obligations

1. The Client will cooperate with us, provide accurate and complete information, documents and site access in good time, and appoint a manager with authority to make decisions.
2. We are not liable for any delay or failure caused by the Client's failure to comply with this clause, and may charge reasonable additional costs arising from it.
3. The Client remains responsible for its own business decisions, for deciding whether to implement our recommendations, and for its compliance with law.

6. Changes

Either party may request a change to the scope of the Services. No change is binding until agreed in writing, including any adjustment to fees and timetable.

7. Fees and payment

1. Fees are as set out in the SOW, on a fixed-fee, retained or time-and-materials basis. Unless stated otherwise, reasonable pre-approved travel and out-of-pocket expenses are payable in addition.
2. Fees are exclusive of VAT. If we become VAT-registered, VAT will be added at the applicable rate.
3. Unless the SOW states otherwise: fixed-fee engagements are invoiced 50% on acceptance of the SOW and 50% on delivery of the final Deliverable; retained engagements are invoiced monthly in advance; time-and-materials engagements are invoiced monthly in arrears. We are not obliged to start work on a fixed-fee engagement until the initial 50% invoice has been paid.
4. Invoices are payable within the payment period stated in the SOW or, if none is stated, within 30 days of the invoice date, in pounds sterling (or the currency stated in the SOW), to the bank account we nominate, without set-off or deduction.
5. If the Client fails to pay on time, we may charge interest and fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Services on 7 days' written notice until payment is received.
6. The Client must notify us of any disputed invoice within 10 Business Days of receipt, giving reasons, and pay any undisputed amount on time.

8. Nature of advice

1. We provide commercial and procurement advice. We do not provide legal, financial, tax, accounting or investment advice and are not regulated by the Solicitors Regulation Authority or the Financial Conduct Authority. Where we prepare or review commercial terms, the Client should obtain independent legal advice before relying on them.
2. Our findings and estimates (including financial exposure calculations) are based on the information available to us and on assumptions stated in the Deliverables. We do not guarantee any particular financial outcome or saving.
3. Deliverables are provided for the Client's sole use. No third party may rely on them without our prior written consent.

9. Intellectual property

1. We retain all intellectual property rights in our pre-existing materials, know-how, methodologies, templates and tools ("Background IP").
2. On payment in full, the Client is granted a non-exclusive, perpetual, royalty-free licence to use the Deliverables (and any Background IP embedded in them) for its internal business purposes.
3. The Client grants us a licence to use materials it provides solely to perform the Services.

10. Confidentiality and data protection

1. Each party will keep confidential the other's confidential information and use it only to perform or receive the Services, except where disclosure is required by law or to professional advisers bound by confidentiality. This clause survives termination for 5 years, and indefinitely for trade secrets.
2. Each party will comply with the UK GDPR and the Data Protection Act 2018. Unless the SOW states otherwise, each party is an independent controller of personal data it shares with the other. If we process personal data on the Client's behalf as a processor, the parties will enter into a data processing agreement meeting Article 28 UK GDPR.

11. Limitation of liability

1. Nothing in the Contract limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title); or (d) any other liability that cannot be limited or excluded by law.
2. Subject to clause 11.1, we will not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profits; loss of revenue or business; loss of anticipated savings; loss of goodwill; loss or corruption of data; or indirect or consequential loss.
3. Subject to clause 11.1, our total aggregate liability arising under or in connection with the Contract is limited to the greater of: (a) the total fees paid by the Client under the relevant SOW; and (b) the amount actually recovered by us under our professional indemnity insurance in respect of the claim.
4. Subject to clause 11.1, the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract, save that clause 4.1 applies.
5. The parties have negotiated, or had the opportunity to negotiate, these limitations, and consider them reasonable for the purposes of the Unfair Contract Terms Act 1977, having regard to the fees payable and the availability of insurance to each party.

12. Term and termination

1. The Contract continues until the Services are completed, unless terminated earlier under this clause. Retained engagements continue for the minimum term in the SOW and then until terminated by either party on 30 days' written notice.
2. Either party may terminate the Contract immediately by written notice if the other: (a) commits a material breach that is not remedied within 14 days of notice; or (b) becomes insolvent, enters administration or liquidation, or ceases to trade.
3. The Client may cancel a fixed-fee engagement at any time by written notice. In that case the Client will pay: (a) the fees for Services performed up to the date of cancellation (calculated pro rata to the work completed); (b) expenses incurred or committed; and (c) a cancellation charge of 25% of the remaining unbilled fixed fee, reflecting the capacity we have reserved for the engagement and the other work we will have declined. Amounts already paid will be credited against these sums.
4. On termination the Client will pay for all Services performed and expenses incurred up to the termination date. Clauses 7 to 11, 13 and 16 to 17 survive termination.

13. Non-solicitation

During the Contract and for 12 months afterwards, neither party will directly solicit for employment or engagement any employee or contractor of the other who was materially involved in the Services, without the other's written consent. General advertising is not a breach of this clause.

14. Compliance

Each party will comply with all applicable anti-bribery and corruption laws (including the Bribery Act 2010), anti-slavery and human trafficking laws (including the Modern Slavery Act 2015), and the corporate offences of failure to prevent the facilitation of tax evasion and failure to prevent fraud.

15. Force majeure

Neither party is liable for delay or failure in performing its obligations (other than payment) caused by events beyond its reasonable control. If such an event continues for more than 60 days, either party may terminate the Contract on written notice.

16. General

1. Entire agreement. The Contract is the entire agreement between the parties and supersedes all previous agreements and representations. Each party acknowledges that it has not relied on any statement not set out in the Contract. Nothing in this clause limits liability for fraud.
2. Variation. No variation is effective unless agreed in writing by both parties.
3. Assignment. Neither party may assign or transfer the Contract without the other's written consent, which will not be unreasonably withheld.
4. Notices. Notices must be in writing and sent by email to the addresses in the SOW (or, for us, info@acuris.uk) or by recorded delivery to the registered office.
5. Waiver and severance. A failure to exercise a right is not a waiver of it. If any provision is found invalid, the rest of the Contract is unaffected.
6. Third party rights. No one other than the parties has any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
7. Independent contractor. Nothing in the Contract creates a partnership, agency or employment relationship.
8. References. We may name the Client and use its logo in our client lists, proposals and website as a reference, without disclosing any confidential information, unless the Client objects in writing at any time.
9. Complaints. Any complaint about the Services should be sent to info@acuris.uk. We will acknowledge it within 5 Business Days and aim to resolve it within 20 Business Days.

17. Dispute resolution, governing law and jurisdiction

1. Negotiation. If a dispute arises, either party may give the other written notice of it. Senior representatives of both parties will meet (in person or virtually) within 10 Business Days of the notice and attempt in good faith to resolve it.
2. Mediation. If the dispute is not resolved within 20 Business Days of the notice, the parties will attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for Effective Dispute Resolution (CEDR). The mediator will be agreed by the parties or, failing agreement, nominated by CEDR. Mediation costs will be shared equally unless agreed otherwise.
3. Courts. If the dispute is not resolved within 30 Business Days of the mediation being requested, or either party refuses to take part, either party may start court proceedings. Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief at any time.
4. Governing law and jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it are governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.