The terms
of engagement.

Service Provider — Oakwell Consulting Ltd.

Client — the organisation engaging the Service Provider.

Services — the research, insight and advisory services provided by the Service Provider.

Agreement — any written proposal, engagement schedule or SLA governing the provision of Services.

The Service Provider shall provide the Services set out in the relevant Agreement.

Any change to the scope must be agreed in writing and may result in revised fees or timelines.

An engagement commences once the Client accepts a proposal, executes an Agreement, or instructs the Service Provider to begin work.

These Terms form part of every Agreement unless expressly excluded in writing.

Fees are as set out in the applicable Agreement.

Unless otherwise stated, invoices are payable within thirty (30) days of the invoice date.

The Service Provider may suspend Services where invoices remain unpaid beyond the agreed payment terms.

The Client is responsible for all applicable taxes unless otherwise stated.

Provide timely and accurate information required for the Services.

Ensure all supplied materials comply with applicable laws.

Respond to requests for feedback or approval within reasonable timeframes.

Appoint a primary point of contact with authority to make decisions.

Upon full payment, the Client shall own the final deliverables produced specifically for them, unless otherwise agreed.

The Service Provider retains ownership of all pre-existing materials, methodologies, frameworks, tools and know-how.

The Service Provider may reuse anonymised and aggregated insights for internal use or thought leadership.

Each party will keep confidential any information disclosed by the other party that is marked or reasonably understood to be confidential.

Confidential information shall not be disclosed to third parties except where required by law.

Each party will comply with applicable data protection and privacy laws.

Where personal data is processed as part of the Services, the Service Provider shall take reasonable steps to ensure such data is handled securely and ethically.

The Service Provider warrants that the Services will be provided with reasonable skill and care.

The Services are advisory in nature. The Service Provider does not guarantee specific commercial outcomes; all decisions taken based on the Services remain the responsibility of the Client.

To the maximum extent permitted by law, the Service Provider's total liability arising out of or in connection with the Services shall be limited to the fees paid by the Client for the Services giving rise to the claim.

The Service Provider shall not be liable for indirect, consequential or economic loss.

Either party may terminate an Agreement with thirty (30) days' written notice, unless otherwise stated.

Upon termination the Client shall pay for all Services performed up to the termination date.

Neither party shall be liable for failure or delay in performance due to events beyond their reasonable control.

During the term of engagement and for twelve (12) months thereafter, the Client shall not solicit or employ any individual engaged by the Service Provider in connection with the Services, without prior written consent.

The Service Provider may subcontract elements of the Services where appropriate.

The Client may not assign the Agreement without prior written consent.

These Terms are intended to operate on the basis of good faith, transparency and professional cooperation.

These Terms, together with any proposal, engagement schedule or SLA, constitute the entire agreement between the parties and supersede all prior discussions or understandings.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.