1. Definitions
- “We”, “Us”, “Our” means Aster Advisory, the consultancy firm providing the services.
- “You”, “Your” means the client or purchaser identified in the Purchase Order.
- “Services” means the advisory, consulting, and related deliverables described in the Purchase Order.
- “Deliverables” means all reports, presentations, and outputs created for You.
2. Scope of Services
The Services will be provided with reasonable skill, care, and diligence typical of a consultancy of our standing.
Any changes to the scope must be agreed in writing.
3. Payment Terms
Fees are as set out in the Purchase Order and are exclusive of VAT unless stated otherwise.
Payment is due within 30 days of the invoice date unless agreed otherwise in writing.
Late payments may incur statutory interest at 8% above the Bank of England base rate.
4. Confidentiality
Both parties must keep confidential all non-public information shared during the engagement.
This obligation continues for 5 years post-completion unless required by law or regulation.
5. Intellectual Property (IP)
We retain ownership of all pre-existing IP and methodologies used to deliver the Services.
You are granted a non-exclusive, non-transferable licence to use our Deliverables strictly for your internal business use.
Deliverables must not be disclosed to third parties without our prior written consent, except where required by law.
6. Reliance and Use
Our advice is provided solely for You, for the specific purpose stated in the Purchase Order.
You may not rely on our Deliverables for any other purpose, or share them with third parties, without our written permission.
We do not accept liability to third parties who rely on Deliverables without consent.
7. Assumptions and Dependencies
Our work depends on the completeness and accuracy of information You provide.
We are not responsible for errors or delays caused by inaccurate, incomplete, or late information from You or third parties.
8. Non-Exclusivity
We may provide similar services to other clients, including competitors.
9. Duty of Care / No Fiduciary Duty
We act solely as an independent contractor. Nothing in our relationship creates a partnership, joint venture, fiduciary, or other special duty.
10. Insurance
We maintain professional indemnity insurance appropriate for our business. Details are available on request.
Our liability remains limited as set out in these Terms.
11. Indemnity
You agree to indemnify Us fully against all claims, losses, damages, liabilities, and costs (including legal fees) arising from:
- Any unauthorised reliance on or use of the Deliverables;
- Any breach by You of these terms;
- Any materials provided by You infringing third-party rights.
12. Limitation of Liability
Our total liability to You, whether in contract, tort (including negligence), or otherwise, is capped at 100% of the total fees paid under the relevant Purchase Order.
We are not liable for:
- Loss of profit, revenue, data, business, or goodwill;
- Any indirect, special, or consequential loss.
We do not provide legal, accounting, or investment advice and are not liable for actions You take based on the Deliverables without professional validation.
13. No Third-Party Rights
No person other than You may enforce any part of this agreement under the Contracts (Rights of Third Parties) Act 1999.
14. Force Majeure
Neither party is liable for any failure or delay caused by events beyond reasonable control, including acts of God, pandemics, war, cyber-attacks, or changes in law.
15. Data Protection
Both parties will comply with applicable data protection laws, including the UK GDPR.
Where personal data is shared, each party will process it fairly and lawfully.
16. Non-Solicitation
You agree not to directly employ or solicit any of Our personnel involved in delivering the Services for 12 months after completion without written consent. A fee equal to 25% of their annual salary applies if breached.
17. Oral Advice Disclaimer
No reliance may be placed on oral advice or draft deliverables unless confirmed in final written form.
18. Intellectual Property Warranty
We warrant that, to the best of our knowledge, our Deliverables do not knowingly infringe third-party IP. No other warranties are given.
19. Termination
Either party may terminate for material breach with 14 days’ written notice if the breach is not remedied.
Upon termination, You will pay for Services performed to the termination date.
Clauses relating to confidentiality, IP, liability, and indemnity survive termination.
20. Dispute Resolution
Both parties agree to attempt to resolve disputes amicably.
If unresolved within 30 days, disputes may be referred to mediation before litigation.
The courts of England and Wales have exclusive jurisdiction.
21. Entire Agreement
These Terms and the Purchase Order are the entire agreement and supersede prior discussions.
No variation is valid unless in writing and signed by both parties.
Issuance of a Purchase Order constitutes acceptance of these Terms.
22. Governing Law
These Terms are governed by the laws of England and Wales.