Professional Services Terms

Business clients only. These terms apply only when incorporated into a signed Engagement Order. They do not replace a project-specific scope, decision-rights schedule or data processing agreement where required.

1. Parties and application

These Professional Services Terms apply to business-to-business services provided under the NexaStrategic trading name by the supplier identified in the Engagement Order (Supplier) to the business customer identified in that order (Client). The Engagement Order must state the Supplier’s full legal name, trading address and, if applicable, company number and VAT number. These Terms do not apply to purchases of digital tools or to general website use. An enquiry, proposal or introductory discussion does not itself create an engagement.

2. Contract documents and priority

The contract comprises the signed Engagement Order, any signed Statement of Work (SOW), these Terms and any signed data processing agreement (DPA). In the event of inconsistency, the DPA takes priority for personal-data processing, followed by the Engagement Order, SOW and these Terms, unless the parties expressly agree otherwise in writing. No Client purchase-order terms apply unless the Supplier expressly accepts them in writing. Changes must be agreed in writing, including by email between authorised representatives.

3. Services and standard of care

The Supplier will provide the implementation, fractional operational leadership, operating partner or advisory services described in the Engagement Order or SOW (Services) with reasonable care and skill. Deliverables, exclusions, dependencies, timelines, working days and any acceptance criteria must be recorded in the applicable order or SOW. Advice and recommendations are based on information reasonably available at the time. No particular commercial, revenue, cost-saving, financing or regulatory outcome is guaranteed.

4. Scope, availability and changes

The agreed monthly commitment or project allocation is a capacity limit, not a promise of continuous availability. Working patterns, location, meetings, travel and response expectations will be agreed in the Engagement Order. Unused days do not carry forward unless expressly agreed. Additional work, urgent requests and material scope changes require written agreement on fees and timing before the Supplier is obliged to undertake them. The Supplier may use suitably qualified personnel or subcontractors while remaining responsible for their work and confidentiality.

5. Authority and governance

The Supplier is an independent service provider and is not appointed as a statutory director, company secretary, employee or agent by these Terms. The Supplier cannot bind the Client, sign contracts, authorise payments, hire or dismiss staff, make regulated decisions or incur expenditure on the Client’s behalf unless the Client grants specific written authority setting out limits and approval routes. The Client retains ultimate responsibility for its strategy, corporate governance, employment decisions, finances, legal and regulatory compliance, and final business decisions. The parties will maintain a practical written decision-rights and escalation schedule where the Services involve embedded leadership.

6. Client responsibilities

The Client will appoint an authorised point of contact, provide timely decisions and approvals, make relevant personnel and accurate information available, and provide appropriate system access, licences and working conditions. The Client is responsible for reviewing and approving material changes, communications and deliverables within agreed timescales. Delays or inaccurate information may affect delivery dates and require a written change to scope or fees.

7. Fees, expenses and VAT

Fees, currency, billing frequency, included days, extra-day rates, initial term and notice are specified in the Engagement Order. Unless otherwise stated, fees exclude VAT and approved third-party costs. Reasonable travel and other expenses require the Client’s prior written approval. Invoices are payable within 14 calendar days of issue unless the Engagement Order states otherwise. The Client must raise any genuine invoice dispute promptly, explaining the disputed amount; undisputed sums remain payable. The Supplier may charge statutory interest and recovery costs where the Late Payment of Commercial Debts (Interest) Act 1998 applies, and may suspend Services on at least seven days’ written notice for undisputed sums materially overdue, without waiving other rights.

8. Term and termination

The engagement starts on the date in the Engagement Order and continues for its stated initial term. Unless otherwise agreed, it continues thereafter on a rolling monthly basis, terminable on the notice period stated in the Engagement Order. Neither party may terminate for convenience during the initial term unless the Engagement Order expressly allows it. Either party may terminate immediately by written notice for a material breach not remedied within 14 days after written notice requiring remedy, or immediately for an irremediable material breach or relevant insolvency event. The Supplier may terminate where continuing the Services would create a material legal, ethical or safety risk. Fees properly accrued, committed non-cancellable third-party costs and agreed notice-period fees remain payable; the Supplier will not charge for Services not performed except as expressly agreed in the Engagement Order.

9. Handover and exit

On termination the Supplier will provide a reasonable handover of work in progress and agreed Client deliverables, subject to payment of undisputed outstanding fees and the Client providing necessary cooperation. Substantial migration, additional documentation or transition support outside the agreed scope will be charged only if agreed in writing. Each party will return or securely delete the other party’s confidential information on request, subject to legal retention duties and ordinary secure backups.

10. Confidentiality

Each party must keep the other’s non-public business, financial, technical, personnel and commercial information confidential, use it only for the engagement and disclose it only to people who need to know and are bound by suitable duties of confidence. This does not apply to information already lawfully known, independently developed, public through no breach, or lawfully received from another source. Disclosure required by law or a regulator is permitted, with prior notice where lawful. These obligations continue for three years after termination, and for trade secrets for as long as they remain protected by law.

11. Data protection and security

Each party will comply with applicable UK data protection legislation, including the UK GDPR and Data Protection Act 2018. The parties will determine whether they act as independent controllers or whether the Supplier processes personal data on the Client’s behalf. Where the Supplier is a processor, the parties must enter into an appropriate Article 28-compliant DPA before such processing begins, covering instructions, security, subprocessors, international transfers, assistance, deletion and audit rights. Each party will apply proportionate technical and organisational safeguards and promptly inform the other of relevant security incidents in accordance with its legal and contractual obligations. Client system access should be individual, role-limited and withdrawn promptly at exit.

12. Intellectual property and deliverables

Each party retains ownership of intellectual property, materials, methods, software, templates and know-how it owned or developed independently before the engagement (Background IP). Subject to payment of all sums due for the relevant deliverable, the Supplier assigns to the Client the intellectual property rights it owns in bespoke deliverables expressly identified in the SOW as assigned deliverables, excluding Background IP and third-party materials. To the extent Supplier Background IP is embedded in paid deliverables, the Supplier grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use it internally as needed to use those deliverables. Third-party software and materials remain subject to their applicable licences. The Supplier may retain and reuse general skills, experience and non-confidential know-how.

13. Third parties and specialist advice

The Supplier is not responsible for third-party software, platforms, suppliers or professional advisers engaged by the Client, except to the extent loss is directly caused by the Supplier’s breach of these Terms. The Supplier does not provide reserved legal services, statutory audit, regulated investment advice or tax opinions. The Client must obtain appropriately qualified advice where required and remains responsible for statutory filings, regulated-sector approvals and legal sign-off.

14. Conflicts, publicity and non-exclusivity

The Supplier may work with other clients, including businesses in similar sectors, provided confidentiality and agreed conflict-management obligations are respected. Any exclusivity or non-solicitation restriction must be expressly agreed in the Engagement Order and be reasonable in scope and duration. Neither party may use the other’s name, logo, case study or testimonials publicly without prior written consent, except where disclosure is required by law.

15. Liability

Nothing limits or excludes liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited. Subject to that, neither party is liable for indirect or consequential loss or for loss of anticipated profits, revenue, goodwill or business opportunity, except to the extent such loss is a direct and reasonably foreseeable consequence of a breach and cannot lawfully be excluded. Subject to the preceding protections, each party’s aggregate liability arising out of the engagement is capped at the total fees paid or payable under the relevant Engagement Order in the 12 months immediately before the event giving rise to the claim (or, if shorter, the total fees payable over the agreed engagement). The cap does not restrict the Client’s obligation to pay properly due fees. This clause is intended for negotiated business contracts and is subject to applicable reasonableness requirements, including the Unfair Contract Terms Act 1977.

16. Events beyond reasonable control

Neither party is responsible for delay caused by events beyond its reasonable control, provided it promptly informs the other, takes reasonable steps to mitigate the impact and resumes performance when practicable. Payment obligations for Services already provided are unaffected. If a material interruption continues for more than 30 days, either party may terminate the affected Services on written notice.

17. Notices and general provisions

Formal notices must be sent by email to the notice addresses in the Engagement Order and are deemed received on the next business day after transmission unless a delivery failure is received. Neither party may transfer the agreement without the other’s written consent, not to be unreasonably withheld, except to a successor to substantially all relevant business assets with adequate ability to perform. If any provision is unenforceable, the remainder continues in force. Failure to enforce a right is not a waiver. No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999. Nothing creates a partnership, employment relationship or fiduciary appointment.

18. Governing law and disputes

The agreement and non-contractual disputes are governed by the law of England and Wales. The parties will first attempt in good faith to resolve disputes through senior-level discussion within 20 business days. Subject to any agreed mediation, the courts of England and Wales have exclusive jurisdiction.

Questions

For contract questions or a copy of the terms accompanying your Engagement Order, email milica@nexastrategic.com.