1. Business-to-Business Services
All consultancy services are supplied on a business-to-business (B2B) basis unless otherwise agreed in writing.
2. Acceptance of Engagement
A consultancy engagement is confirmed when Knxia Limited receives written acceptance of its quotation, proposal or engagement letter, or when the client instructs Knxia Limited to commence work.
3. Scope of Services
Knxia Limited will provide the consultancy services described in the agreed proposal, quotation or statement of work.
Any work requested by the client that falls outside the agreed scope may be treated as additional work and charged at Knxia Limited’s prevailing rates unless otherwise agreed in writing.
4. Client Responsibilities
The client shall:
− provide accurate, complete and timely information relevant to the consultancy services;
− provide reasonable access to premises, personnel, systems and documentation where required;
− nominate an appropriate point of contact with authority to provide instructions and approvals; and
− cooperate fully to enable Knxia Limited to deliver the agreed services.
Knxia Limited shall not be responsible for delays, additional costs or reduced quality of service arising from incomplete information or a failure by the client to fulfil these responsibilities.
5. Fees and Payment
Fees shall be charged as set out in the accepted quotation or proposal.
Unless otherwise agreed in writing, invoices are payable immediately upon receipt.
Where services are provided over an extended period, Knxia Limited reserves the right to invoice at agreed milestones or at regular intervals.
Late payments may incur interest at a rate of 8% above the Bank of England base rate together with any compensation and recovery costs permitted under the Late Payment of Commercial Debts (Interest) Act 1998.
6. Expenses
Unless expressly included within the agreed fee, the client shall reimburse all reasonable travel, accommodation, subsistence and other agreed out-of-pocket expenses incurred in delivering the consultancy services.
7. Changes to the Scope of Work
The client may request changes to the agreed scope of work at any time.
Knxia Limited will advise of any resulting changes to fees, timescales or deliverables before undertaking additional work. No additional work will be commenced until agreed by both parties.
8. Cancellation and Postponement
Where the client cancels or postpones agreed consultancy work, Knxia Limited reserves the right to charge cancellation fees based on the notice provided:
|
Notice Before Agreed Date |
Cancellation Charge |
|
31 days or more |
No charge |
|
21–30 days |
25% of the agreed fee |
|
14–20 days |
50% of the agreed fee |
|
Less than 14 days |
100% of the agreed fee |
Where work has already been completed prior to cancellation, the client shall remain liable for payment of all work undertaken and any expenses incurred.
9. Deliverables
Any reports, recommendations, procedures, audits, management systems, action plans or other deliverables produced by Knxia Limited are prepared solely for the client’s internal business purposes unless otherwise agreed in writing.
The client remains responsible for decisions taken and actions implemented based upon those deliverables.
10. Confidentiality
Both parties shall treat as confidential all commercial, technical and business information obtained during the consultancy engagement.
Neither party shall disclose confidential information to any third party except where required by law or with the prior written consent of the other party.
This obligation shall survive termination of the consultancy engagement.
11. Intellectual Property
Unless otherwise agreed in writing, all intellectual property rights in methodologies, templates, reports, training materials, systems, software, presentations and other materials developed or supplied by Knxia Limited shall remain the property of Knxia Limited.
Upon full payment of all fees due, the client is granted a non-exclusive, non-transferable licence to use the deliverables produced specifically for the client for its own internal business purposes.
The client shall not reproduce, sell, licence, publish or distribute Knxia Limited’s materials without prior written permission.
12. Reliance on Advice
Consultancy advice and recommendations are based upon the information made available by the client at the time of the engagement.
Knxia Limited accepts no responsibility for advice that becomes inaccurate due to changes in legislation, standards, guidance or circumstances after completion of the engagement.
The client remains responsible for implementing recommendations and ensuring compliance with applicable legal and regulatory requirements.
13. Professional Independence
Knxia Limited provides independent professional advice and consultancy based on its experience, knowledge and professional judgement.
The client acknowledges that Knxia Limited’s findings, recommendations and conclusions will be objective and evidence-based and shall not be influenced or altered to achieve a particular commercial, regulatory or contractual outcome.
14. Reliance on Reports and Deliverables
Unless expressly agreed otherwise in writing, all reports, audits, assessments, recommendations, management systems, procedures and other deliverables produced by Knxia Limited are prepared solely for the benefit of the client named within the proposal or engagement.
No third party may rely upon any report or other deliverable without the prior written consent of Knxia Limited.
Knxia Limited accepts no responsibility or liability to any third party arising from the use of, or reliance upon, any report, recommendation or other deliverable.
15. Draft Documents and Working Papers
Any draft reports, draft procedures, draft management systems, working papers, notes or preliminary advice supplied during the course of an engagement are provided solely for discussion purposes and must not be relied upon until the final version has been formally issued.
Working papers, internal calculations, file notes and supporting documentation produced by Knxia Limited remain its property and are not supplied to the client unless otherwise agreed in writing.
16. Remote Consultancy
Where consultancy services are provided remotely by telephone, email, video conferencing or other electronic means, these Terms and Conditions shall apply in full.
The client is responsible for ensuring that appropriate facilities, internet connectivity and access to relevant personnel are available to enable the consultancy services to be delivered effectively.
Knxia Limited shall not be responsible for delays or interruptions caused by failures in the client’s equipment, systems or internet connection.
17. Regulatory and Legal Compliance
Knxia Limited will exercise reasonable skill and care in providing consultancy services.
Unless expressly agreed in writing, Knxia Limited does not provide legal advice, financial advice, tax advice or insurance advice. The client remains responsible for obtaining independent professional advice where required.
Responsibility for complying with applicable legislation, regulations, codes of practice and contractual obligations remains with the client at all times.
Implementation of recommendations made by Knxia Limited remains entirely the responsibility of the client.
18. Data Protection
Each party shall comply with applicable UK data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
19. Limitation of Liability
Nothing in these Terms and Conditions shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be excluded or limited.
Subject to the above, Knxia Limited shall not be liable for:
− indirect or consequential losses;
− loss of profit;
− loss of business;
− loss of revenue;
− loss of contracts;
− loss of goodwill; or
− business interruption.
Knxia Limited’s total aggregate liability arising from any consultancy engagement shall not exceed the total fees paid by the client for the relevant engagement.
20. No Guarantee of Certification or Regulatory Approval
Where consultancy services are provided in connection with regulatory compliance, certification, accreditation, tender submissions or management system implementation, Knxia Limited does not warrant or guarantee that the client will achieve certification, accreditation, regulatory approval, successful tender outcomes or any particular commercial result.
Any decision relating to certification, accreditation, enforcement action or regulatory approval is made solely by the relevant certification body, awarding organisation, regulator or other competent authority and is outside the control of Knxia Limited.
21. Force Majeure
Knxia Limited shall not be liable for any delay or failure to perform its obligations where caused by circumstances beyond its reasonable control, including but not limited to severe weather, industrial action, transport disruption, illness, government action, cyber incidents, power failure, pandemic or any other unforeseen event.
Where reasonably practicable, Knxia Limited will work with the client to rearrange affected services.
22. Termination
Either party may terminate the consultancy engagement by written notice where the other party commits a material breach of these Terms and Conditions and fails to remedy that breach within 14 days of receiving written notice requiring it to do so.
Termination shall not affect any accrued rights or outstanding payment obligations.
23. Complaints
Knxia Limited is committed to providing professional consultancy services.
Any concerns or complaints should be submitted in writing as soon as reasonably practicable. Knxia Limited will investigate all complaints promptly and seek to resolve them fairly.
24. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of Scotland.
The Scottish courts shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms and Conditions.