Terms of Engagement – Systems and Standards Services

1.1 Our systems and standards service is a structured review and analysis service relating to management systems, policies, procedures, and standards frameworks.

1.2 The service is intended to assist understanding of:

• system structure;
• documentation quality;
• process alignment;
• implementation gaps;
• compliance-related organisation and clarity.

1.3 The service is informational and analytical only.

1.4 We do not provide:

• legal advice;
• regulatory advice;
• certification;
• auditing for certification purposes unless expressly agreed in writing;
• accreditation decisions;
• formal compliance sign-off;
• warranty of conformity;
• guarantees of audit success;
• guarantees of certification outcome.

2.1 We act independently.

2.2 We are not a certification body and do not issue certifications.

2.3 We do not act as an accredited assessment body unless expressly stated in writing and lawfully permitted to do so.

2.4 Any reference to standards, frameworks, or certifications is for review and improvement purposes only.

3.1 Our engagement is limited strictly to the systems, documents, processes, and information expressly identified in the engagement email or otherwise agreed in writing.

3.2 Unless expressly agreed in writing, the service does not include:

• implementation of recommendations;
• operational management;
• ongoing monitoring;
• internal audit services for certification decisions;
• formal compliance attestation;
• legal review of all applicable obligations;
• complete verification of the client's organisation, records, or controls.

3.3 Any broader task will only be undertaken if we expressly agree in writing and may be subject to additional fees.

4.1 You are responsible for:

• the accuracy, completeness, and legality of the information supplied;
• implementing or choosing not to implement any observation or suggestion;
• deciding whether to seek specialist legal, regulatory, or technical advice;
• the operation, maintenance, and effectiveness of your own systems and controls.

4.2 We do not manage your compliance programme or system implementation.

5.1 You must provide only information reasonably necessary for the agreed scope.

5.2 You must not provide unnecessary, excessive, or sensitive personal data unless expressly requested in writing and lawfully required for the task.

5.3 If material outside scope is provided, we may ignore it, delete it, redact it, or decline to process it.

6.1 Our analysis is based solely on the information made available to us at the time of review.

6.2 We are entitled to assume, unless we expressly state otherwise, that:

• the documents supplied are genuine;
• the information supplied is accurate and complete for the purpose provided;
• no undisclosed fact or document materially alters the position.

6.3 We do not undertake a duty to identify every nonconformity, weakness, or gap in the materials supplied.

7.1 Deliverables may include:

• structured observations;
• documentation review;
• system improvement comments;
• clarification points;
• written summary;
• follow-up discussion.

7.2 Deliverables are not certificates, approvals, endorsements, formal opinions, or compliance sign-off.

7.3 You remain solely responsible for decisions and actions taken in response to our outputs.

8.1 We will keep your confidential information confidential, subject to these Terms and any legal obligation to disclose.

8.2 You agree to keep our materials confidential and to restrict access to persons within your organisation who have a legitimate need to know.

8.3 You must not publish, circulate, reproduce, adapt, quote out of context, or disclose our materials except as expressly permitted in writing.

8.4 Confidentiality obligations survive completion or termination of the engagement.

9.1 Our reports, summaries, notes, and related materials ("Materials") are provided solely for your internal use in connection with the specific matter we were engaged to review.

9.2 Unless we expressly agree otherwise in writing, the Materials must not be:

• shared with any certification body, client, customer, regulator, auditor, adviser, tribunal, or third party;
• used in any dispute, claim, complaint, proceeding, or application;
• relied on by anyone other than you;
• published or distributed in whole or in part;
• modified in a way that misstates or distorts their meaning.

9.3 If you are compelled by law to disclose any part of the Materials, you must, where legally permitted, give us advance notice and take reasonable steps to ensure the disclosure is limited and accurate.

10.1 No third party may rely on any Material, statement, observation, or communication from us unless we expressly agree in writing.

10.2 Any third-party reliance is prohibited and undertaken entirely at the third party's own risk.

10.3 We owe no duty of care to any person other than you, and only to the extent expressly set out in these Terms.

11.1 Any unauthorised use, disclosure, reproduction, publication, circulation, or third-party reliance on our Materials constitutes a material breach of these Terms.

11.2 Where misuse occurs, we may, in addition to any other available rights:

• withdraw or terminate the engagement;
• require immediate cessation of use;
• require deletion or return of the Materials;
• seek injunctive relief or other equitable relief;
• recover our losses and costs to the fullest extent permitted by law.

11.3 The parties acknowledge that unauthorised misuse may cause loss that is difficult to quantify, including loss of confidentiality, loss of control over dissemination, reputational harm, administrative time, and the risk of misuse by others.

11.4 Accordingly, the parties agree that a sum of £5,000 per misuse event shall be payable as liquidated damages and not as a penalty, being a genuine pre-estimate of the loss and harm likely to arise from such misuse.

11.5 Each separate act of unauthorised disclosure, publication, or third-party reliance constitutes a separate misuse event.

11.6 This clause does not limit our right to seek injunctive relief or other remedies to the extent permitted by law.

12.1 To the fullest extent permitted by law, we exclude all liability for:

• indirect, incidental, special, exemplary, or consequential loss;
• loss of profit;
• loss of revenue;
• loss of opportunity;
• loss of savings;
• loss of goodwill;
• business interruption;
• decisions made by you;
• actions or omissions of certifiers, auditors, regulators, advisers, or other third parties;
• loss arising from incomplete, inaccurate, misleading, or withheld information supplied to us.

12.2 Subject always to clause 12.4, our total aggregate liability arising out of or in connection with any engagement shall be limited to the fees actually paid to us in respect of that engagement.

12.3 No claim may be brought more than six months after delivery of the relevant Materials, except where a longer period cannot lawfully be excluded.

12.4 Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for fraud or any other liability that cannot be excluded under applicable law.

13.1 Our Materials are provided "as is" and "as available".

13.2 We give no warranty or guarantee, express or implied, as to:

• completeness;
• accuracy;
• timeliness;
• merchantability;
• fitness for purpose;
• non-infringement;
• conformity with any standard;
• certification outcome;
• audit outcome;
• absence of errors or omissions.

13.3 Any statement or observation is qualified by the information made available to us and the scope agreed.

14.1 Our fees are usually fixed in advance.

14.2 Unless otherwise agreed in writing, payment is required before work begins.

14.3 Fees are non-refundable once work has commenced, except where required by law.

14.4 Any additional work outside scope will not be undertaken unless separately agreed in writing.

14.5 We may suspend work if payment is not received when due.

15.1 We may decline, suspend, limit, or terminate an engagement at any time, in our sole discretion.

15.2 Reasons may include, without limitation:

• incomplete or unsuitable information;
• scope drift;
• inappropriate intended use;
• failure to pay;
• conduct issues;
• reputational risk;
• actual or potential conflict;
• any other matter making continued engagement unsuitable.

15.3 If we terminate before work starts, no fee is payable unless otherwise agreed.

15.4 If we terminate after work has started, fees for work performed and committed costs remain payable.

15.5 We are not required to give detailed reasons for termination.

16.1 All intellectual property rights in our Materials and underlying methods remain our property or that of our licensors, except where otherwise agreed in writing.

16.2 You receive a limited, non-exclusive, non-transferable licence to use the Materials only for your internal purposes in connection with the specific matter reviewed.

16.3 No other right is granted by implication or otherwise.

17.1 Email communication is sufficient for instruction, scope confirmation, and acceptance of these Terms.

17.2 We may rely on instructions or confirmations sent from the email address reasonably understood to be yours.

17.3 Any notice to us must be sent to the contact details stated in our website or engagement email.

18.1 These Terms, together with the engagement email and any written scope confirmation, constitute the entire agreement between the parties in relation to the relevant engagement.

18.2 If there is any inconsistency, the engagement email may clarify scope, but these Terms prevail on liability, confidentiality, misuse, and permitted use unless we expressly agree otherwise in writing.

19.1 If any provision of these Terms is held invalid, illegal, or unenforceable, the remainder will continue in full force to the maximum extent permitted by law.

20.1 These Terms and any dispute or claim arising from them shall be governed by the laws of England and Wales.

20.2 The courts of England and Wales shall have exclusive jurisdiction, subject to any mandatory legal requirement to the contrary.