Terms & Conditions

These Terms and Conditions (the "Terms") govern your access to and use of the website, services, reports and other deliverables provided by [Your Company Name] ("we", "us" or "the Company"). Please read these Terms carefully before purchasing any services. By accessing our website, purchasing our services, or otherwise engaging with us, you agree to be bound by these Terms.

Our services are principally digital and advisory in nature and are aimed at purchasers of online businesses. Certain services (including bespoke reports) may be subject to additional written terms which form part of the contract between you and us. Where there is any inconsistency between these Terms and the additional written terms for a specific service, the specific service terms shall prevail to the extent of that inconsistency.

By placing an order, accepting a quote, or otherwise confirming instruction, you confirm that you have read, understood and accept these Terms and any applicable service-specific terms. If you do not agree to these Terms, do not order or use our services.

We provide due diligence, advisory and investigative services in relation to the acquisition of online businesses (the "Services"). The scope of each engagement will be set out in the proposal, invoice, engagement letter or other applicable documentation. We will perform the Services using reasonable skill and care in accordance with industry standards.

Certain deliverables (for example, detailed legal opinions) may be excluded from our Services; we will specify any such exclusions in the applicable engagement documentation.

Each Service may have additional or supplementary terms ("Service Terms"). Where there is a conflict between these Terms and any Service Terms, the Service Terms shall take precedence in relation to that Service.

You represent and warrant that you are legally capable of entering into binding contracts and that you have the authority to instruct us on behalf of any entity you represent. If you are entering into these Terms on behalf of a company or organisation, you confirm you are authorised to bind that entity.

You agree to provide accurate, complete and timely information, documents and access necessary for us to perform the Services. All advice, findings and reports provided by us will be based on the information and documents you supply. You acknowledge and agree that:

• We are entitled to rely on the accuracy, completeness and currency of all information you provide.
• We are not responsible for errors or omissions in our work that arise from inaccurate, incomplete or out-of-date information supplied by you or third parties engaged by you.
• You will obtain and maintain all necessary rights, licences and consents to share data and documents with us (including any third party personal data), and you will comply with all applicable laws in doing so.
• You will promptly notify us of any material change to the facts or documents provided that may affect the Services or deliverables.

Fees for the Services will be as set out in our proposal, engagement letter, order confirmation or invoice. Unless otherwise agreed in writing, fees are exclusive of any applicable taxes (including VAT) and out-of-pocket expenses which will be charged in addition.

Payment Terms

• Invoices are payable in the currency specified on the invoice and in cleared funds within the payment period stated (typically 14 or 30 days) from the invoice date.
• We accept payment by the methods specified on our website or invoice (for example, bank transfer, credit card or payment provider). Payment method availability may vary by jurisdiction.
• Where a deposit, staged payment, or milestone payment is agreed, we may suspend work until such payment is received.
• Late payments may attract interest at the statutory rate and the costs of recovery. We reserve the right to suspend or terminate Services for overdue amounts.

Because our Services are primarily digital and advisory, we have a no-refund policy except where required by applicable law. By purchasing a Service you accept that unless a refund is mandated by statutory consumer protection law or expressly agreed in writing, fees paid are non-refundable once we have commenced performance of the Services or delivered materials.

If you cancel an engagement before commencement, we may, at our discretion, refund sums paid less any administrative fees and costs reasonably incurred. If you dispute a charge with your card issuer (a chargeback) you must also notify us and cooperate in resolving the dispute.

Subject to your payment of all sums due, we grant you a non-exclusive, non-transferable licence to use the deliverables provided to you for the purpose set out in the engagement documentation.

Except as expressly provided in the engagement documentation, we retain ownership of our methodologies, templates, tools, know-how and any pre-existing intellectual property. You must not reproduce, modify, distribute or exploit any such materials without our prior written consent.

We will treat as confidential all non-public information and documents you provide ("Confidential Information") and will not disclose such information except as permitted under the engagement documentation, with your consent, or as required by law.

We may disclose Confidential Information to our employees, contractors and professional advisors on a need-to-know basis, provided they are subject to confidentiality obligations no less protective than those set out in these Terms.

Except as expressly set out in these Terms or any applicable Service Terms, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law.

We do not warrant that our Services or deliverables will be error-free, complete, or suitable for any particular purpose. Any recommendations, analyses or opinions provided are based on the information available at the time and on the assumptions stated in the engagement documentation.

To the maximum extent permitted by law, our total liability (whether in contract, tort (including negligence), statute or otherwise) arising out of or in connection with these Terms or any Service shall be limited as follows:

• For direct losses: capped at the total fees paid by you in the 12 months preceding the event giving rise to the claim, or £10,000 (or equivalent), whichever is higher; and
• We shall not be liable for any indirect, special, consequential, or punitive losses, including loss of profit, loss of business, loss of goodwill, depletion of anticipated savings, loss of data, or wasted management time.

Nothing in these Terms limits or excludes liability for death or personal injury caused by our negligence, or for fraud or other liabilities which cannot be excluded or limited by applicable law.

You agree to indemnify, defend and hold us harmless from and against all claims, liabilities, losses, damages, costs and expenses (including legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) inaccurate or incomplete information you provide; or (c) your unlawful or negligent acts or omissions.

We may engage subcontractors, third-party service providers and expert advisors to perform parts of the Services. We will use reasonable care in selecting such parties and will remain responsible for their acts and omissions to the extent required by law.

We may disclose a list of our common subprocessors on request or in a schedule to the engagement documentation.

Either party may terminate an engagement in accordance with the terms set out in the engagement documentation. In addition, we may suspend or terminate Services immediately on notice if you breach these Terms, fail to pay invoices when due, or where continued provision of Services would be unlawful or prejudicial to our legitimate interests.

On termination, you must pay all fees and expenses accrued up to the date of termination. We may retain copies of files as required by law or for the purpose of defending claims.

Our processing of personal data is governed by our Privacy Policy, which is available on our website and forms part of these Terms. Where we act as a processor on your instructions, we will follow your documented instructions and the terms of any data processing agreement executed between the parties.

Our site may contain links to third-party websites, services or resources. We are not responsible for the content, accuracy or availability of such third-party resources, and inclusion of a link does not imply endorsement.

We may update these Terms from time to time. We will notify existing clients of material changes by email or through the platform where we deliver Services. Continued use of the Services after notice of changes constitutes acceptance of the revised Terms.

These Terms are governed by and shall be construed in accordance with the laws of [Governing Jurisdiction]. Subject to the dispute resolution clause below, the courts of [Governing Jurisdiction] shall have exclusive jurisdiction to resolve any dispute arising under or in connection with these Terms.

If you are a consumer, nothing in this clause affects rights granted to you by mandatory consumer protection laws in your country.

All notices under these Terms should be sent in writing to the contact details set out in Section 22. Notices to us must be sent to the address or email specified on invoices or proposals.

Force Majeure

We are not liable for any failure or delay in performing our obligations caused by events beyond our reasonable control ("Force Majeure"). Performance will be suspended for the duration of the Force Majeure event.

Severability

If any provision of these Terms is held to be unlawful, invalid or unenforceable, the remainder of the Terms will remain in full force and effect and the unlawful, invalid or unenforceable provision will be replaced by a valid provision that best achieves the parties' original intent.

Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or novate these Terms to a successor or affiliate.

Electronic Communications & Signatures

You agree that communications and electronic records (including electronic signatures) satisfy any legal requirement for written communications between the parties.

Consumer Rights & Unfair Terms

If you are a consumer, certain statutory rights may apply which cannot be excluded. To the extent that any provision of these Terms would be deemed unfair or unenforceable under applicable consumer protection laws, it will be modified or removed to the minimum extent necessary.

If you have questions about these Terms, please contact us at:

These Terms constitute the entire agreement between you and us in relation to the subject matter and supersede all prior agreements and understandings.