In these Terms and Conditions, the following definitions apply unless the context otherwise requires:
In these Terms and Conditions, unless the context otherwise requires: references to a statute or statutory provision include any modification, amendment, or re-enactment of that statute or provision; references to the singular include the plural and vice versa; references to "includes" or "including" are without limitation; headings are for convenience only and do not affect the interpretation of these Terms; and references to "writing" include email and other electronic communications unless the context requires otherwise.
An Agreement between the Company and the Client is formed when the Client accepts an Engagement Letter or Statement of Work issued by the Company, either by signing and returning it, by email confirmation, or by any other written means of acceptance. The submission of an enquiry through the Company's website or by other means, and any preliminary discussions or correspondence, do not of themselves constitute an offer by the Company or an acceptance by the Client, and do not give rise to any contractual obligation on either party.
The Company reserves the right to decline any engagement at its discretion and is not obliged to provide reasons for declining an engagement. Any oral agreements, representations, or warranties made in the course of pre-contractual negotiations are not binding on the Company unless they are confirmed in writing in an Engagement Letter or Statement of Work.
These Terms and Conditions are incorporated by reference into all Engagement Letters and Statements of Work issued by the Company. In the event of any conflict between these Terms and Conditions and the terms of an Engagement Letter or Statement of Work, the terms of the Engagement Letter or Statement of Work shall prevail to the extent of the conflict.
The Client warrants that the person signing or otherwise accepting an Engagement Letter or Statement of Work on behalf of the Client has authority to bind the Client to the Agreement. The Company is not responsible for any lack of authority on the part of individuals purporting to act on behalf of the Client.
The Company shall provide the Services described in the relevant Engagement Letter or Statement of Work with reasonable skill and care, in accordance with the professional standards applicable to the relevant discipline, and in compliance with all applicable laws and regulations. The Company shall use Personnel with appropriate skills and experience for the provision of the Services.
The scope of Services is defined by the relevant Engagement Letter and any agreed Statements of Work. The Company is not obligated to provide any services outside the agreed scope without a further written agreement varying the scope. Any request by the Client for additional services or for changes to the agreed scope shall be subject to agreement on additional fees and revised timelines, which must be confirmed in writing before the additional services are commenced.
The Company may subcontract any part of the Services to suitably qualified third parties, provided that the Company remains responsible to the Client for the performance of the Services by such subcontractors to the same standard as if the Company were performing those services directly. The Company shall ensure that any subcontractors are bound by obligations of confidentiality equivalent to those set out in these Terms and Conditions.
The Company shall use reasonable endeavours to complete the Services within the timelines agreed in the relevant Engagement Letter or Statement of Work. However, the Client acknowledges that the provision of professional advisory services inherently involves variability in timeline, and that delays may result from circumstances outside the Company's control, including delays in receiving information or instructions from the Client, changes in the Client's requirements, or the occurrence of unforeseen circumstances. The Company shall notify the Client promptly if it anticipates any material delay and shall use reasonable endeavours to minimise the impact of any delay.
The Company's obligations in relation to the Services are obligations of reasonable endeavour, not absolute obligations. The Company does not guarantee any specific outcome as a result of the Services, including but not limited to the obtaining of planning permissions, the completion of corporate transactions, the achievement of specific market or reputational outcomes, or the success of any strategy or plan developed as part of the Services.
The Client shall cooperate with the Company in all matters relating to the Services and shall provide the Company with such information, data, documents, access to personnel, and other assistance as the Company reasonably requires in order to provide the Services, within the timeframes requested by the Company. The quality and completeness of the Services is dependent on the information and cooperation provided by the Client, and the Company shall not be liable for any deficiency in the Services arising from the Client's failure to provide accurate, complete or timely information or cooperation.
The Client shall ensure that any information provided to the Company in connection with the Services is accurate and complete, and shall promptly notify the Company of any changes to information previously provided. The Client warrants that it has the right to provide to the Company all information and materials provided in connection with the Services, and that the Company's use of such information and materials in the provision of the Services shall not infringe the Intellectual Property Rights or other rights of any third party.
The Client shall make payment of all Fees in accordance with the payment terms set out in the relevant Engagement Letter and in clause 5 of these Terms and Conditions. Failure to make timely payment shall entitle the Company to suspend the provision of Services without liability to the Client, and shall not relieve the Client of its obligation to pay for Services already provided.
The Client shall designate a primary contact person who is authorised to provide instructions to the Company in relation to the Services and to make decisions on behalf of the Client in connection with the engagement. The Company shall be entitled to rely on instructions from the Client's designated contact person without requiring further verification of their authority.
The Client shall treat all information disclosed by the Company in connection with the Services as Confidential Information and shall not disclose such information to any third party without the Company's prior written consent, except as required by law or regulation or as necessary for the Client's own internal purposes in connection with the use of the Deliverables.
The Fees for the Services shall be as set out in the relevant Engagement Letter. The Company reserves the right to adjust its standard fee rates from time to time, but shall not change the Fees agreed in an Engagement Letter for the duration of the engagement covered by that letter without the Client's prior written consent, except where the scope of Services is varied in accordance with clause 3.
Unless otherwise specified in the Engagement Letter, the Company shall invoice the Client in accordance with the payment schedule agreed in the Engagement Letter, or, in the absence of such a schedule, on a monthly basis in arrears for Services provided during the preceding month. All invoices are payable within 30 days of the date of invoice, unless otherwise agreed in writing. The Company may require an advance payment or deposit in connection with any engagement, as specified in the Engagement Letter.
All Fees are expressed exclusive of value added tax ("VAT"). Where VAT is chargeable on any supply made by the Company, the Client shall pay VAT in addition to the Fees at the rate applicable at the time of supply. The Company shall provide a valid VAT invoice to the Client for all VAT chargeable supplies.
If the Client fails to make payment of any invoice by the due date, the Company reserves the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time, calculated on a daily basis from the due date until payment is made in full. The right to charge interest applies both before and after any judgment. The Company also reserves the right to recover from the Client any reasonable costs incurred in recovering overdue payments, including legal costs on a full indemnity basis.
The Client may not withhold, deduct, or set off any amounts owing to it from any amounts payable to the Company under this Agreement, except as expressly agreed by the Company in writing or as required by applicable law.
All Fees and other amounts payable under this Agreement are exclusive of expenses incurred by the Company in the provision of the Services, including travel, accommodation, and disbursements. The Company shall obtain the Client's prior written approval before incurring any individual expense exceeding £500 (exclusive of VAT), and shall provide receipts or other evidence of expenses on request. Approved expenses shall be invoiced to the Client at cost.
Where the Company provides Services on a time and materials basis, the Company shall maintain records of time spent and expenses incurred and shall provide such records to the Client on request. The Company's records shall be prima facie evidence of the time spent and expenses incurred unless the Client provides written notice of a dispute within 15 Working Days of receiving the relevant invoice.
All Intellectual Property Rights in the Deliverables produced by the Company in the course of providing the Services shall, unless otherwise agreed in the Engagement Letter, vest in the Company upon creation. The Company grants to the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client's internal business purposes, subject to payment of all Fees due in connection with the relevant engagement. The Client shall not sub-licence, distribute, sell, modify, or create derivative works of the Deliverables without the Company's prior written consent.
The Client acknowledges that the Company may use general methodologies, know-how, tools, techniques, and processes developed by the Company independently of any specific client engagement ("Background Intellectual Property") in the provision of the Services. The Client acquires no rights in the Company's Background Intellectual Property by virtue of the Agreement. Nothing in these Terms and Conditions restricts the Company from using its Background Intellectual Property for any purpose, including in the provision of services to other clients, provided that this does not involve the disclosure of the Client's Confidential Information.
Where the Deliverables incorporate any third-party intellectual property, including open-source software, licensed content, or publicly available materials, the Company shall identify such third-party content to the Client. The Client acknowledges that its use of such third-party content is subject to the terms of the applicable third-party licences and that the Company cannot grant the Client any additional rights in relation to third-party content beyond those which the Company itself holds.
The Client grants to the Company a non-exclusive, royalty-free licence to use, reproduce and process any information, data, materials, and content provided by the Client to the Company in connection with the Services for the purpose of providing the Services and performing the Company's obligations under the Agreement. This licence terminates upon the completion or termination of the relevant engagement, subject to the Company's rights to retain records in accordance with clause 13.
Each party undertakes to keep confidential all Confidential Information of the other party that it receives in connection with the Services or otherwise in the course of the Agreement, and shall not disclose such information to any third party without the prior written consent of the disclosing party, except in the circumstances set out in this clause.
The obligations of confidentiality in this clause do not apply to information that: (a) is or becomes publicly available otherwise than through breach of these Terms; (b) was already known to the receiving party at the time of disclosure, as evidenced by written records predating the disclosure; (c) is received from a third party who is entitled to disclose it free of any obligation of confidentiality; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
Each party may disclose the other's Confidential Information to its Personnel, professional advisers, and (in the case of the Company) subcontractors, to the extent necessary for the performance of the Agreement, provided that such persons are under equivalent obligations of confidentiality. Each party shall be responsible for any breach of confidentiality by its Personnel, advisers or subcontractors.
Each party may disclose the other's Confidential Information to the extent required by applicable law, regulation, or court order, or by a regulatory body with jurisdiction over it, provided that (where legally permissible) it gives the other party as much notice as practicable before making any such disclosure and cooperates with the other party in seeking appropriate protective orders or other protection for the Confidential Information.
The obligations of confidentiality in this clause shall survive the termination or expiry of the Agreement for a period of five years.
The Company warrants that: (a) it has the right and authority to enter into the Agreement and to perform the Services; (b) the Services shall be performed by Personnel with appropriate skills and experience; (c) the Services shall be performed with reasonable skill and care; (d) the Deliverables shall, to the best of the Company's knowledge and belief, not infringe the Intellectual Property Rights of any third party; and (e) the Company holds all licences, registrations, and authorisations required by law to perform the Services.
The Client warrants that: (a) it has the right and authority to enter into the Agreement; (b) any information and materials provided to the Company in connection with the Services are accurate and complete; (c) the Client has the right to provide such information and materials to the Company and the Company's use thereof in the provision of the Services shall not infringe any third-party rights; and (d) the Client shall use the Deliverables only in accordance with the licence granted under clause 6 and any applicable laws and regulations.
Except as expressly set out in these Terms and Conditions or in an Engagement Letter, all warranties, conditions, and other terms implied by statute or common law are excluded to the maximum extent permitted by law.
Nothing in these Terms and Conditions limits or excludes the liability of either party for: (a) death or personal injury caused by that party's negligence; (b) fraud or fraudulent misrepresentation; (c) any matter in respect of which it would be unlawful to limit or exclude liability; or (d) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
Subject to the paragraph above, the Company's total liability to the Client under or in connection with the Agreement (whether in contract, tort including negligence, breach of statutory duty, or otherwise) for any and all claims arising out of or in connection with the Services shall not exceed an amount equal to the total Fees paid by the Client to the Company in the 12-month period immediately preceding the event giving rise to the claim, or £50,000, whichever is the lesser.
Subject to the first paragraph of this clause, neither party shall be liable to the other for any: (a) indirect, special, or consequential loss; (b) loss of profit, revenue, business, or anticipated savings; (c) loss of goodwill, reputation, or data; or (d) any loss arising from the Client's reliance on the Deliverables for any purpose beyond those specified in the Agreement, whether or not such losses were foreseeable and whether or not the party in breach had been advised of the possibility of such losses.
The Client acknowledges and agrees that the Fees have been set having regard to the limitations of liability set out in this clause, and that the Company would not have entered into the Agreement on the terms set out without the benefit of these limitations. The Client is responsible for ensuring that it has in place appropriate insurance and other risk mitigation measures to protect against losses not covered by the Company's liability under this Agreement.
Any claim by the Client against the Company must be brought within 24 months of the date on which the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. Claims not brought within this period are barred. This clause constitutes an agreed limitation of actions for the purposes of the Limitation Act 1980.
The Client shall indemnify and hold harmless the Company and its Personnel from and against all losses, damages, costs (including reasonable legal costs), expenses, claims, demands and liabilities arising out of or in connection with: (a) any inaccuracy or incompleteness in the information or materials provided by the Client to the Company; (b) any breach by the Client of the Agreement; (c) the Client's use of the Deliverables otherwise than in accordance with the Agreement or applicable law; or (d) any claim by a third party arising out of or in connection with the Client's use of the Services or the Deliverables.
Each party shall comply with all applicable laws and regulations relating to anti-bribery and corruption, including without limitation the Bribery Act 2010, and shall not engage in any conduct that would constitute a bribery offence under applicable law. Each party shall maintain adequate procedures to prevent bribery and shall promptly report to the other any request or demand for any undue financial or other advantage received by that party in connection with the Agreement.
The Client acknowledges that the Company is required to comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and other applicable anti-money laundering legislation. The Client shall provide such information and documentation about itself, its business, its officers, directors and beneficial owners, and the source of funds used to pay the Company's Fees, as the Company may reasonably require for the purposes of complying with its anti-money laundering and know-your-client obligations. Failure to provide such information may result in the Company declining to enter into or continue an engagement.
The Client warrants that it is not subject to any economic or financial sanctions administered by the United Kingdom, the European Union, the United States, or the United Nations, and that it has not engaged and will not engage in any transaction or activity that would cause the Company to be in breach of any applicable sanctions regime. The Company may terminate the Agreement with immediate effect if it reasonably believes that continuing to provide the Services would expose it to a risk of breach of any applicable sanctions.
The Agreement shall commence on the date specified in the relevant Engagement Letter, or if no date is specified, on the date the Agreement is formed in accordance with clause 2, and shall continue until the Services have been completed and all Deliverables have been provided, unless terminated earlier in accordance with this clause.
Either party may terminate the Agreement by giving written notice to the other party if the other party: (a) commits a material breach of the Agreement that is not remedied within 30 Working Days of written notice requiring such remedy (or within such shorter period as may be reasonable in the circumstances); (b) enters into liquidation, receivership, administration, or makes any arrangement or composition with its creditors generally; or (c) ceases, or threatens to cease, to carry on business.
The Company may terminate the Agreement or suspend the provision of Services by giving not less than 14 days' written notice to the Client if: (a) the Client fails to make any payment due under the Agreement within 30 days of the due date; (b) the Client materially changes its requirements in a way that makes it impracticable for the Company to continue to provide the Services on the agreed terms; or (c) the Company has a reasonable basis to believe that continuing to provide the Services would expose it to legal, regulatory or reputational risk.
On termination of the Agreement for any reason, the Client shall pay the Company for all Services performed and expenses incurred up to the date of termination, in accordance with the agreed payment terms. The Client shall not be entitled to any refund of Fees already paid, except where the Company is in material breach of the Agreement and the termination is by reason of such breach.
Termination of the Agreement shall not affect any rights or obligations of either party that have accrued prior to termination. Clauses 6, 7, 9, 10, 11, 13, 14, and 15 shall survive termination of the Agreement.
Each party shall comply with all applicable data protection and privacy legislation in relation to personal data processed in connection with the Agreement, including without limitation the UK GDPR and the Data Protection Act 2018. The Company shall process personal data in accordance with its Privacy Policy, a copy of which is available at jurimaru.ink.
To the extent that the Company processes personal data on behalf of the Client as a data processor, the parties shall enter into a separate data processing agreement that complies with the requirements of Article 28 UK GDPR. In the absence of such an agreement, the Company processes personal data as a data controller in its own right for the purposes described in its Privacy Policy.
The Company retains the right to retain records of all engagements, including relevant personal data, for the periods set out in its data retention policy and as required by applicable law. Personal data retained by the Company following the conclusion of an engagement is processed in accordance with the Company's Privacy Policy.
Neither party shall be liable for any failure or delay in performing its obligations under the Agreement (other than a payment obligation) to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including acts of God, war, invasion, civil war, terrorism, riot or civil commotion, national or local emergency, acts or omissions of government, fire, flood, storm, earthquake, epidemic, pandemic (including any governmental response to a pandemic, such as lockdowns or travel restrictions), failure of utilities or telecommunications infrastructure, or industrial action affecting the affected party's suppliers.
The party affected by a Force Majeure Event shall give written notice to the other party as soon as practicable after the occurrence of the Force Majeure Event, describing the nature and expected duration of the event and the obligations affected. The affected party shall use reasonable endeavours to mitigate the impact of the Force Majeure Event and to resume performance of its affected obligations as soon as reasonably practicable.
If a Force Majeure Event continues for more than 60 Working Days, either party may terminate the Agreement by giving 14 days' written notice to the other, without liability to either party except in relation to payment obligations that had accrued prior to the date of termination.
If any dispute arises between the parties in connection with the Agreement, the parties shall first attempt to resolve the dispute by negotiation at senior management level. Either party may refer a dispute to senior management by giving written notice to the other party, and the parties shall meet (in person or by electronic means) within 20 Working Days of such notice to attempt to resolve the dispute.
If a dispute is not resolved by senior management negotiation within 30 Working Days of the notice referred to above (or such longer period as the parties agree in writing), either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure or such other mediation process as the parties agree. The parties shall bear the costs of mediation equally unless the mediator directs otherwise.
If the dispute is not resolved by mediation, it shall be referred to and finally resolved by the courts of England and Wales in accordance with clause 16 below. Nothing in this clause prevents either party from seeking urgent interim relief from the courts pending the outcome of negotiation, mediation or other dispute resolution proceedings.
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, subject to the dispute resolution procedure set out in clause 15.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.
The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, warranties, and understandings between the parties, whether oral or in writing, in relation to that subject matter. Each party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out in the Agreement.
No variation to the Agreement shall be effective unless it is in writing and signed (or confirmed by email with the authority of an authorised signatory) by both parties.
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
If any provision of the Agreement is found by a court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the remaining provisions of the Agreement shall not be affected.
The Agreement does not confer any rights on any person or party other than the parties to the Agreement and their permitted successors and assigns, pursuant to or in connection with the Contracts (Rights of Third Parties) Act 1999. The parties may rescind or vary the Agreement without the consent of any third party.
The Client may not assign, transfer, sub-contract or otherwise deal with any of its rights or obligations under the Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under the Agreement to any affiliate, successor, or acquirer of all or substantially all of the business to which the Agreement relates, without the Client's consent, provided that the Company notifies the Client of any such assignment.
All notices required to be given under the Agreement shall be in writing and delivered by hand, sent by first class post, or sent by email to the relevant party at the address or email address specified in the Engagement Letter, or to such other address or email address as a party may specify by written notice. Notices delivered by hand shall be deemed received on the day of delivery; notices sent by first class post shall be deemed received two Working Days after posting; notices sent by email shall be deemed received at the time of transmission, provided that no automated notification of delivery failure is received by the sender.
The Company is an independent contractor. Nothing in the Agreement creates or implies any partnership, joint venture, agency, employment or franchise relationship between the parties. Neither party shall have authority to bind the other contractually or to make any representation or warranty on behalf of the other.
During the term of any engagement and for a period of 12 months following the conclusion of that engagement, the Client shall not, without the Company's prior written consent, solicit or entice away any Personnel who have been involved in the provision of the Services, whether as employee, contractor, or consultant. In the event of a breach of this obligation, the Client shall pay to the Company an amount equal to one year's gross remuneration (including benefits and bonuses) of the relevant individual at the time of breach.
The Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, and all of which, taken together, shall constitute one and the same agreement. Electronic signatures and signatures transmitted by email or other electronic means shall be deemed valid and binding to the same extent as original signatures.
The Company shall maintain, throughout the term of any engagement and for a period of six years following its conclusion, professional indemnity insurance in an amount that is reasonable and appropriate for the nature and value of the Services provided under that engagement, and in any event not less than two million pounds sterling (£2,000,000) per claim. The Company shall also maintain public liability insurance and such other insurance as is required by applicable law or as is reasonable and appropriate for its business. The Company shall provide evidence of its insurance cover to the Client upon request.
The Client is responsible for maintaining its own insurance cover in connection with its use of the Deliverables and its implementation of any recommendations or strategies developed by the Company as part of the Services. The Company's professional indemnity insurance does not cover losses arising from the Client's own decisions or actions taken in reliance on the Deliverables beyond the scope of the Agreement.
Where the Company subcontracts any part of the Services to a third party, it shall ensure that such subcontractor maintains professional indemnity insurance appropriate to the nature and value of the subcontracted services, or the Company shall extend its own insurance to cover the relevant subcontracted activities.
The Company operates a formal change management process for any proposed changes to the agreed scope of Services, timelines, or Fees. Where either party wishes to propose a change to the agreed scope, it shall do so by submitting a written change request to the other party. The Company shall assess the impact of any proposed change on the scope, timeline, and Fees and shall provide a written response within a reasonable period, typically within five Working Days of receipt of the change request.
No change to the agreed scope shall be effective until a written change order has been issued by the Company and accepted by the Client. The Company is not obligated to implement any change before a change order has been agreed and signed by both parties. Where the Client instructs the Company to proceed with a proposed change before a formal change order has been agreed, the Company may, at its discretion, proceed on the basis of the Client's written instruction while the change order is being finalised, provided that the Client's instruction constitutes a binding commitment to pay any additional Fees arising from the change.
Changes to the scope of Services may arise from: changes in the Client's requirements or circumstances; new information becoming available that materially affects the agreed approach; changes in applicable law or regulation; changes in third-party conditions or consents relevant to the Services; or errors or omissions in the information provided by the Client at the time the Engagement Letter was entered into. In any of these circumstances, the Company shall notify the Client promptly and propose an appropriate change order to address the situation.
Where a change to the scope is required as a result of the Company's own error or omission in the provision of the Services, the Company shall not be entitled to charge additional Fees for the remedial work required to correct such error or omission, provided that the Client notifies the Company of the error or omission within a reasonable period of becoming aware of it.
Where the Services include the provision of advice or assistance in relation to corporate holding structures, company management, governance frameworks, or the acquisition or disposal of corporate entities, the Client acknowledges that the Company is not a regulated financial adviser, solicitor, or accountant for the purposes of the Services. The Company's advice on corporate holding matters is provided as business and management advisory, and the Client is responsible for ensuring that it obtains independent legal and financial advice from appropriately regulated advisers before making any material corporate, financial, or regulatory decisions on the basis of the Company's advice or recommendations.
The Company's corporate advisory services are provided on the basis that the Client is an experienced business operator capable of evaluating advisory input and exercising independent commercial judgement. Nothing in any Deliverable produced by the Company in connection with corporate holding or management services constitutes a representation or warranty as to the legal, financial, or regulatory validity or sufficiency of any holding structure, transaction, or governance arrangement, unless the Company has expressly stated in writing that the relevant Deliverable has been verified for legal or regulatory compliance by appropriately regulated advisers.
Where the Company is engaged to assist with the management of a corporate subsidiary or affiliate as an ongoing service, the Company acts as a management services provider and not as an officer or director of the relevant entity. The officers and directors of the Client's subsidiaries and affiliates remain responsible for the proper governance of those entities in accordance with applicable company law and regulations, and the Company's involvement does not relieve those officers and directors of their statutory duties and obligations.
Where the Services include architectural design advice, structural engineering advisory, programme management for construction projects, or other built environment services, the Client acknowledges that the Company's advisory services are intended to complement, and do not replace, the services of registered architects, chartered structural engineers, and other professionals who are required by law or by the terms of any relevant planning consent, building control approval, or professional liability framework to be involved in the design and delivery of construction projects.
The Company's architectural and engineering advisory services are provided on the basis of the information provided by the Client and the Client's professional team. The Company does not carry out detailed structural calculations, prepare statutory application drawings, or provide services that are required by law to be carried out by registered professionals, unless the Company expressly confirms in writing that it is providing such services and identifies the registered professional responsible for them. The Client is responsible for ensuring that its project team includes the appropriate registered professionals for the project and that all statutory and regulatory requirements are met.
The Company is not responsible for construction defects, structural failures, or other project outcomes arising from the manner in which the Client's construction team implements the architectural or engineering advice provided by the Company, or arising from changes made to the advised approach without the Company's knowledge or consent. The Company's liability for defects in any advisory Deliverables related to architectural or engineering services is subject to the limitations set out in clause 9.
Where the Services include strategic advertising, public relations, brand strategy, or communications advisory, the Client is responsible for the accuracy and legality of any content that it publishes, broadcasts, or distributes on the basis of the Company's advice or recommendations. The Company's advisory role does not include the legal review of advertising or communications content for compliance with the UK Advertising Standards Authority (ASA) codes, the Communications Act 2003, or any other applicable regulations governing advertising and marketing communications, unless the Company expressly confirms in writing that it is providing such compliance review as part of the Services.
The Client acknowledges that PR and communications advice is inherently advisory and that the outcomes of PR and communications programmes are subject to factors outside the Company's control, including third-party editorial decisions, social media and platform behaviour, audience responses, and regulatory and political developments. The Company does not guarantee any specific media coverage, public perception outcome, reputational result, or commercial impact from its communications advisory services.
Where the Services include the development of a crisis communications strategy or pre-crisis readiness pack, the Client acknowledges that the effectiveness of such a strategy or pack in the event of an actual crisis is dependent on the Client's timely implementation of the agreed protocol, the accuracy and completeness of the information available at the time of the crisis, and other factors outside the Company's control. The Company's crisis communications advisory does not constitute a guarantee that any crisis will be managed successfully or without reputational damage to the Client.
Where the Services include interdisciplinary technical or scientific advisory, the Client acknowledges that the Company's advisory role is to assist in the organisation, sequencing, and governance of complex technical programmes and not to provide primary technical expertise in specialist scientific or engineering disciplines. The Company may engage specialist subcontractors to provide primary technical input in disciplines beyond the Company's direct expertise, subject to clause 3 of these Terms and Conditions.
Technical and scientific advisory Deliverables are provided on the basis of the information available at the time of preparation. The Company does not warrant that technical or scientific recommendations will remain valid or appropriate as a result of changes in scientific knowledge, regulatory requirements, or technical standards occurring after the date of the relevant Deliverable. The Client is responsible for reviewing and updating technical recommendations in light of subsequent developments.
Unless otherwise agreed in the Engagement Letter, Deliverables shall be deemed accepted by the Client upon the earlier of: (a) written confirmation by the Client that the Deliverable is accepted; (b) the expiry of 20 Working Days after delivery of the Deliverable to the Client without the Client having notified the Company in writing of any material defect in the Deliverable; or (c) the Client's material use of the Deliverable in connection with its business activities.
Where the Client identifies a material defect in a Deliverable within the acceptance period, it shall notify the Company in writing, specifying the defect in reasonable detail. The Company shall use reasonable endeavours to remedy the notified defect within a reasonable period, and the Deliverable shall be re-submitted for acceptance following any remedy. A "material defect" for these purposes means a failure of the Deliverable to comply in a material respect with the specification or description agreed in the Engagement Letter or Statement of Work. Minor or immaterial deficiencies that do not materially affect the utility of the Deliverable shall not entitle the Client to reject the Deliverable or to withhold payment of the relevant Fees.
The Client acknowledges that many professional advisory Deliverables — including strategic recommendations, governance frameworks, communications strategies, and programme plans — require subjective professional judgement and may involve a range of equally valid professional approaches. The Client shall not be entitled to reject a Deliverable on the grounds of subjective disagreement with the Company's professional approach, provided that the Deliverable has been prepared with the level of skill and care required by these Terms and Conditions and in accordance with the agreed scope.
Where the Client requests amendments or revisions to a Deliverable that go beyond the correction of notified defects, such amendments or revisions shall be subject to agreement on additional Fees in accordance with clause 19 of these Terms and Conditions.
The Company shall maintain accurate records of the Services provided, the time spent and expenses incurred in connection with each engagement, and all Deliverables produced during the course of an engagement. Such records shall be maintained for a period of not less than seven years from the conclusion of the relevant engagement, or for such longer period as may be required by applicable law.
The Company shall provide to the Client, on request and at reasonable intervals, a progress report on the status of the Services, including an update on the completion of agreed milestones, any material issues or risks identified during the provision of the Services, and any proposed changes to the agreed timeline or scope. The frequency and format of progress reports shall be agreed in the Engagement Letter or, in the absence of such agreement, shall be as the Company reasonably determines to be appropriate for the nature and scale of the engagement.
Where the Engagement Letter provides for the Client to have audit rights over the Company's records in connection with a time-and-materials engagement, the Client may, upon reasonable notice (not less than 10 Working Days) and during normal business hours, inspect or audit the Company's time and expense records for the relevant engagement. The Client shall bear the cost of any such audit unless the audit reveals a discrepancy in the Company's invoices of more than five percent of the total invoiced amount for the period under review, in which case the Company shall bear the reasonable costs of the audit and shall promptly refund any overcharged amounts.
JURIMARU LTD is committed to operating in accordance with high ethical standards and principles of corporate responsibility. In providing the Services, the Company shall not engage in any practice that would constitute a breach of applicable law, professional standards, or principles of business ethics. The Company reserves the right to decline or discontinue any engagement where, in its reasonable professional judgement, the engagement would require it to act in a manner that conflicts with applicable law, professional standards, or its ethical principles.
The Company expects its clients to operate in accordance with applicable laws and regulations and with recognised standards of business ethics. The Client warrants that its use of the Services and any Deliverables produced by the Company shall not be for any purpose that is unlawful, fraudulent, harmful to third parties, or contrary to applicable regulatory requirements. The Company reserves the right to terminate any engagement with immediate effect if it becomes aware that the Client is using or intends to use the Services or Deliverables for any such unlawful or harmful purpose.
The Company is committed to equal opportunities in its operations and does not discriminate on the grounds of race, colour, nationality, ethnic or national origin, sex, gender, disability, age, religion or belief, sexual orientation, marital or civil partnership status, or any other protected characteristic in the selection, engagement, or treatment of Personnel or in the provision of Services. The Client is expected to maintain equivalent standards in its own operations and to ensure that its engagement of the Company's Services does not contribute to or facilitate any form of unlawful discrimination.
The Company takes seriously its obligations under the Modern Slavery Act 2015. We are committed to ensuring that slavery and human trafficking are not taking place in our business or supply chains. We require our subcontractors and suppliers to maintain equivalent commitments. The Client is expected to take reasonable steps to ensure that its own supply chains do not involve modern slavery or human trafficking, and to notify the Company promptly if it becomes aware of any such issue in connection with any matter related to the Agreement.
Neither party shall issue any press release, public announcement, or other publication referring to the other party or to the engagement between the parties without the prior written consent of the other party. The Company shall not identify the Client as a current or former client without the Client's prior written consent, except where such identification is required by applicable law or professional regulations, or where the information has been made public by the Client itself. The Company may, with the Client's prior written consent (which shall not be unreasonably withheld), reference the existence of the engagement and a general description of the nature of the Services in materials prepared for the purposes of demonstrating its experience and capabilities to prospective clients.
Where the Client consents to the Company's use of a case study or reference, the specific content of any such reference shall be approved by the Client in writing before it is used or published. The Client may withdraw its consent to the use of any reference at any time by providing written notice to the Company, and the Company shall cease using the reference within a reasonable period following receipt of such notice.
Unless the Engagement Letter expressly provides otherwise, the Agreement is not exclusive. The Company reserves the right to provide services to other clients, including clients who may be competitors of the Client, during the term of any engagement. The Company shall not, in providing services to any other client, use the Client's Confidential Information or Deliverables that have not been made publicly available. The Client likewise remains free to engage other advisers or service providers alongside the Company during the term of any engagement.
Where the nature of a specific engagement is such that exclusivity or restrictions on conflicts of interest are important to the Client, the Client should raise this at the time of negotiating the Engagement Letter. The Company may agree to exclusivity or conflict-of-interest restrictions in specific cases if they are commercially reasonable, but any such restrictions must be expressly agreed in writing in the Engagement Letter and may attract additional Fees reflecting the limitation on the Company's ability to serve other clients.
The Client may use the Deliverables internally to assess the performance and value of the Services relative to comparable services obtained or offered in the market. However, the Client shall not publish, distribute, or disclose to any third party the results of any benchmarking or comparative assessment of the Company's Services without the Company's prior written consent. This restriction is intended to protect the Company's commercially sensitive methodologies and pricing from disclosure in ways that would prejudice its competitive position, and is not intended to prevent the Client from making ordinary management decisions about the use of the Services.
In the event of termination of the Agreement for any reason, the Company shall, for a period of up to 60 Working Days following the termination date, upon the Client's written request and subject to agreement on reasonable additional Fees, provide reasonable transition assistance to the Client to enable the Client to transfer the Services to another service provider or to internalise the relevant functions. Such transition assistance shall include the transfer of any Deliverables to which the Client is entitled under the Agreement, reasonable cooperation with the Client's incoming service provider, and the provision of reasonable handover documentation.
The obligation to provide transition assistance is conditional on the Client not being in material breach of its obligations under the Agreement at the time of the request, and in particular on the Client not having any overdue amounts outstanding to the Company. The Company is not required to provide transition assistance if the termination was caused by the Client's material breach of the Agreement.
Any reference in these Terms and Conditions to a specific piece of legislation, including without limitation the UK GDPR, the Data Protection Act 2018, the Bribery Act 2010, the Companies Act 2006, the Limitation Act 1980, the Contracts (Rights of Third Parties) Act 1999, and the Modern Slavery Act 2015, shall be construed as a reference to that legislation as amended, extended, consolidated, or re-enacted from time to time, together with all subordinate legislation made under it. Where legislation referred to in these Terms and Conditions is subsequently amended, replaced, or superseded, the relevant provisions of these Terms and Conditions shall be interpreted to reflect the intent of the original reference in light of the applicable law as it stands at the relevant time.
The Company is committed to maintaining the highest standards of professional conduct in all its activities. In providing the Services, the Company shall comply with all applicable professional standards, codes of conduct, and regulatory requirements relevant to the disciplines covered by the Services. The Company shall promptly notify the Client of any material change in its regulatory or professional status that affects its ability to provide the Services, or of any investigation, disciplinary proceeding, or regulatory action that could reasonably be expected to affect the Company's ability to perform its obligations under the Agreement.
Where the provision of the Services is subject to specific regulatory requirements — for example, where the Company is assisting with activities that require regulatory consent, or where the Services are provided in a regulated sector — the Company shall use reasonable endeavours to ensure that the Services are designed and delivered in a manner that is consistent with the applicable regulatory framework. However, the ultimate responsibility for ensuring regulatory compliance in the Client's business activities rests with the Client, and the Company's advisory services do not constitute a guarantee of regulatory compliance.
The Client shall promptly notify the Company of any regulatory change, investigation, or development that affects or may affect the scope, delivery, or permissibility of the Services, including any change in the regulatory status of the Client or of any of its affiliates or subsidiaries. The Company shall not be liable for any failure to comply with regulatory requirements arising from the Client's failure to provide timely notification of relevant regulatory changes or developments.
From time to time, the Client may request that the Company provide services that are not within the scope of the current Engagement Letter but that are within the general scope of the Company's capabilities. Where the Company agrees to provide such additional services, they shall be governed by these Terms and Conditions, and the fees, scope, and timeline for such additional services shall be confirmed in a supplemental Engagement Letter or written variation. The Company is under no obligation to accept requests for additional services that would require it to divert resources from existing engagements or that fall outside its area of professional expertise.
Where the Client requests urgent services or services to be performed outside the Company's normal working hours, the Company may apply a premium to its standard rates to reflect the additional cost and disruption of urgent or out-of-hours work. Any such premium shall be agreed with the Client in advance and shall be documented in writing. The Company is not obligated to accept urgent or out-of-hours requests where it does not have the available capacity to respond without compromising the quality of the Services or without undue disruption to other ongoing engagements.
Without prejudice to any other rights the Company may have, the Company may terminate any Engagement Letter and suspend the provision of all Services immediately upon giving written notice to the Client if: (a) the Client enters into liquidation, whether voluntary or compulsory, other than for the purposes of a solvent reorganisation; (b) a receiver, administrative receiver, administrator, or liquidator is appointed over the whole or any part of the Client's assets or undertaking; (c) the Client makes any arrangement or composition with its creditors generally; (d) the Client is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or (e) any event analogous to any of the above occurs in any jurisdiction outside England and Wales.
In the event of the Client's insolvency, the Company shall rank as an unsecured creditor in respect of any amounts outstanding at the date of the insolvency event, and shall not be entitled to any priority or preference in respect of those amounts. The Company shall cooperate reasonably with any insolvency officeholder appointed over the Client, but shall not be required to continue providing the Services beyond the date of termination unless a separate written agreement is reached with the insolvency officeholder on terms acceptable to the Company, including advance payment of Fees for any Services to be provided following the insolvency event.
The Company may be engaged alongside other professional advisers, including solicitors, accountants, chartered surveyors, financial advisers, and other consultants, in connection with the Client's projects or business activities. The Company is not responsible for the advice, services, or conduct of any other adviser engaged by the Client, and the Client shall not seek to hold the Company responsible for the errors, omissions, or professional failings of any other adviser. The Company shall cooperate reasonably with other advisers engaged by the Client to the extent that such cooperation is reasonably required for the effective provision of the Services, but shall not be required to assume responsibility for coordinating the work of other advisers unless this is expressly agreed as part of the Services under the relevant Engagement Letter.
Where the Company's advice or recommendations in any Deliverable are inconsistent with advice or recommendations provided by another adviser, the Client is responsible for resolving such inconsistency, taking independent professional advice where appropriate, and making its own informed decision about how to proceed. The Company is not responsible for any loss or damage arising from the Client's decision to follow the advice of another adviser in preference to the Company's advice, or to combine the advice of multiple advisers in a manner not expressly recommended by any of them.
The Company may from time to time carry out internal quality assurance reviews of its engagements, including reviews of Deliverables and client communications, to ensure that the Services are meeting the required standards of quality and that the Company's professional practices remain appropriate. Such reviews are conducted internally and are subject to the same obligations of confidentiality as other aspects of the Company's operations.
Where the Company identifies any deficiency in the quality of Services provided in connection with a current engagement during the course of a quality assurance review, it shall take prompt steps to remedy the identified deficiency and shall notify the Client if the deficiency is likely to have had a material impact on the Deliverables or on the Client's use of the Services. Quality assurance activities shall not of themselves give rise to any additional liability on the part of the Company, but shall be evidence of the Company's commitment to maintaining the required standards of professional practice.
These Terms and Conditions, together with the relevant Engagement Letter and any agreed Statements of Work, constitute the entire agreement between the parties in relation to the subject matter of the Agreement. They supersede all prior negotiations, representations, warranties, agreements, and understandings between the parties in relation to that subject matter, whether written or oral. No terms or conditions contained in any Client purchase order, request for proposal, or other document issued by the Client shall be incorporated into or form part of the Agreement, unless they are expressly incorporated by written agreement signed by both parties.
In the event of any inconsistency between different documents forming part of the Agreement, the following order of precedence shall apply (with each document taking precedence over the documents listed below it): (1) any document specifically identified in the Engagement Letter as taking precedence over these Terms and Conditions for the relevant engagement; (2) the relevant Engagement Letter; (3) any relevant Statement of Work; (4) these Terms and Conditions. Subject to the foregoing, later documents shall take precedence over earlier documents in the event of any inconsistency.
These Terms and Conditions are drawn up in the English language. In the event that these Terms and Conditions are translated into any other language, the English language version shall prevail in the event of any inconsistency or dispute about the meaning or interpretation of any provision. All Engagement Letters and other contractual documentation shall be in English unless otherwise agreed in writing by both parties. All communications between the parties in connection with the Agreement should be in English, unless both parties agree in writing to communicate in another language. The Company accepts no liability for any misunderstanding or error arising from communications in a language other than English where the Company has not agreed to conduct communications in that other language.
The following provisions of these Terms and Conditions are of particular importance and are highlighted for the Client's attention before entering into any Engagement Letter: clause 9 (Limitation of Liability) limits the Company's total liability to the Client and excludes certain categories of loss entirely; clause 7 (Confidentiality) imposes obligations of confidentiality on both parties that survive termination of the Agreement; clause 8 (Warranties) limits the warranties given by the Company in relation to the Services; clause 10 (Indemnity) requires the Client to indemnify the Company in certain circumstances; and clause 12 (Term and Termination) sets out the circumstances in which either party may terminate the Agreement. The Client is encouraged to seek independent legal advice before entering into any Engagement Letter if it has any concerns about the effect of these or any other provisions of these Terms and Conditions.
The Company draws the Client's specific attention to the limitation of liability provisions in clause 9, which exclude indirect and consequential losses and cap the Company's total liability. The Client should carefully consider whether these limitations are acceptable in light of the nature and value of the Services it is engaging, and should take independent legal and insurance advice as appropriate. The Fees charged by the Company are set on the basis of these limitations being in place, and the Company would charge materially higher Fees if it were required to accept unlimited or uncapped liability for the Services.
Where the Client instructs the Company to commence Services prior to the formal execution of an Engagement Letter, or where the Client otherwise acts in a manner that is consistent with acceptance of these Terms and Conditions and the applicable Engagement Letter (for example, by making payment of an invoice issued by the Company), such conduct shall be deemed to constitute the Client's acceptance of these Terms and Conditions and the terms of any applicable Engagement Letter, and a binding Agreement shall arise on the basis of those terms. The Company shall use reasonable endeavours to ensure that Engagement Letters are formally executed before the commencement of Services, but reserves the right to commence Services at the Client's request prior to formal execution where the practical circumstances require it.
If you have any questions about these Terms and Conditions or about any aspect of your engagement with JURIMARU LTD, please contact us at:
JURIMARU LTD
182-184 High Street North
London, E6 2JA
United Kingdom
Email: info@jurimaru.ink
Telephone: +44 7392 876543
Website: jurimaru.ink
JURIMARU LTD is a company incorporated and registered in England and Wales. Our operations are based in London and extend across the United Kingdom and, through international advisory engagements, to clients and projects in other jurisdictions. We operate under the regulatory oversight of the relevant bodies for each of our service disciplines and maintain all required registrations and memberships. Clients who require confirmation of our regulatory status in connection with a specific service discipline should request this information at the time of engaging our services, and we will provide appropriate confirmation or documentation as is available to us. Our commitment to operating in accordance with applicable professional standards is an integral part of the value we provide to clients, and we take seriously any allegation that we have fallen short of those standards in any respect. Complaints about professional conduct should be directed to info@jurimaru.ink and will be investigated by a senior member of the Company's leadership team. We are committed to resolving professional complaints fairly and promptly and will communicate the outcome of any investigation to the complainant within a reasonable time.
These Terms and Conditions were last reviewed and updated on 1 September 2026. JURIMARU LTD reserves the right to amend these Terms and Conditions from time to time. The version in force at the date of an Engagement Letter shall apply to that engagement, unless the parties agree otherwise in writing. Where we make material amendments to these Terms and Conditions that may affect existing engagements, we will notify affected clients and will discuss any appropriate transitional arrangements. Clients who engage our services after the date of any update to these Terms and Conditions will be bound by the updated version from the date of their Engagement Letter.
These Terms and Conditions have been reviewed by legal counsel and represent a professionally drafted framework for the provision of corporate advisory, engineering, and marketing services from the United Kingdom. Clients engaging JURIMARU LTD are advised to retain their own legal advisers to review these Terms and Conditions prior to entering into any Engagement Letter, particularly in relation to the limitation of liability provisions in clause 9, the confidentiality provisions in clause 7, and the sector-specific provisions in clause 20. The Company's legal advisers are available to discuss specific provisions with client legal teams prior to execution of an Engagement Letter. We are committed to engaging in good-faith discussions about any provisions that a client finds unclear or commercially unacceptable, provided that such discussions are conducted in advance of the commencement of Services and are documented in a formal amendment to the Engagement Letter.
These Terms and Conditions were drafted with the specific regulatory and legal environment of England and Wales in mind. Clients engaging the Company from other jurisdictions — including Scotland, Northern Ireland, or other countries — should seek specific legal advice about how the Agreement interacts with the laws and regulations applicable in their jurisdiction. JURIMARU LTD provides services from its base in London, England, and the Agreement is governed by the law of England and Wales regardless of the location of the Client or the location where the Services are used or applied. This governing law clause is a material term of the Agreement that reflects the Company's operational base and its need to manage its legal risk from a single, predictable legal framework. Clients who require the Agreement to be governed by a different law should raise this at the pre-engagement stage, and the Company will consider such requests on a case-by-case basis in light of the commercial circumstances of the relevant engagement.
These Terms and Conditions have been drafted with the intention of creating a fair and commercially reasonable framework for the provision of our services. We recognise that some clients may have their own standard terms of engagement, and we are willing to discuss modifications to these Terms and Conditions in connection with specific engagements where this is commercially appropriate and where any agreed modifications are confirmed in writing in the relevant Engagement Letter. However, modifications to these Terms and Conditions are agreed on an engagement-specific basis and do not affect the terms applicable to any other engagement. Where no modification is expressly agreed in an Engagement Letter, these Terms and Conditions apply in their current form.
