Terms of business

TERMS OF BUSINESS

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Last Updated: 2nd December 2025

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1. INTERPRETATION

 

1.1. "The Company" means Nexum Secure Network Advisory Ltd (Registered in England & Wales, Company No: 16884370).

 

1.2. "The Client" means the person, firm, or company engaging the Company for Services.

 

1.3. "Services" means the consultancy, advisory, or project management services specified in the Statement of Work (SoW) or Proposal.

 

1.4. "Deliverables" means any reports, documents, or roadmaps produced by the Company for the Client.

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2. APPLICATION OF TERMS

 

2.1. These terms apply to all Services provided by the Company to the Client. 2.2. In the event of a conflict between these Terms and a specific Statement of Work (SoW), the SoW shall prevail.

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3. SERVICES & OBLIGATIONS

 

3.1. The Company shall provide the Services with reasonable skill, care, and diligence in accordance with industry standards.

 

3.2. The Client acknowledges that the Company acts as an independent advisor. While the Company provides recommendations based on expertise, final commercial and technical decisions remain with the Client.

 

3.3. The Client agrees to provide the Company with all necessary information, access, and documentation required to perform the Services in a timely manner.

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4. FEES & PAYMENT

 

4.1. Fixed Fee & Day Rate: Fees are specified in the SoW. Invoices are payable within 14 days (or 30 days if agreed) of the invoice date.

 

4.2. Gain-Share / Contingency: Where fees are contingent on savings (e.g., BoM Audits), the fee becomes due upon the Client’s acceptance of the vendor pricing secured by the Company.

 

4.3. Expenses: Reasonable travel and subsistence expenses incurred in the performance of Services will be recharged to the Client at cost, subject to prior approval.

 

4.4. VAT: All fees are exclusive of VAT, which will be added at the prevailing rate. 4.5. Late Payment: The Company reserves the right to charge interest on overdue invoices at the statutory rate (8% above the Bank of England base rate).

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5. INTELLECTUAL PROPERTY (IP)

 

5.1. Upon full payment of fees, ownership of specific Deliverables (e.g., the Client’s Roadmap or Audit Report) transfers to the Client.

 

5.2. The Company retains ownership of its proprietary methodologies, tools, templates, and know-how ("Background IP") used to create the Deliverables.

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6. CONFIDENTIALITY

 

6.1. Both parties agree to keep all confidential information disclosed during the engagement strictly confidential and not to disclose it to third parties without prior written consent, except as required by law.

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7. LIMITATION OF LIABILITY

 

7.1. Nothing in these terms excludes liability for death or personal injury caused by negligence or fraud.

 

7.2. The Company’s total liability to the Client for any loss or damage arising under this agreement shall be limited to the total fees paid by the Client for the specific Services giving rise to the claim.

 

7.3. The Company shall not be liable for any indirect, special, or consequential loss (including loss of profit or revenue).

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8. TERMINATION

 

8.1. Either party may terminate the agreement by giving 30 days’ written notice, or immediately if the other party commits a material breach.

 

8.2. In the event of termination, the Client shall pay for all Services provided and expenses incurred up to the date of termination.

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9. NON-SOLICITATION

 

9.1. The Client agrees not to solicit or employ any staff or sub-contractors introduced by the Company for a period of 12 months following the completion of Services, without prior written consent.

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10. GOVERNING LAW 10.1. These terms shall be governed by and construed in accordance with the laws of England & Wales.

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