Consultancy Services Terms and Conditions

1.1 These Terms govern professional consultancy engagements between NProject (the Supplier) and the business customer identified in the applicable SOW (the Client), when these Terms are expressly incorporated into their agreement. They do not by themselves create an engagement or require NProject to accept an enquiry.

1.2 Services may include Agile or Waterfall project management, programme management, business analysis, process improvement, governance, change support and related IT or organisational consultancy, but only the particular services and deliverables expressly defined in a signed or otherwise clearly accepted SOW are contracted.

1.3 Each SOW should record the parties, scope, deliverables, assumptions, exclusions, acceptance criteria, dates, location, fees, expenses, dependencies, client contacts, confidentiality or security requirements, and any specific variations. An agreed signed master services agreement prevails over its SOW, and an SOW prevails over these Terms, only to the extent expressly stated. Mandatory law always prevails.

1.4 Training, course bookings, examination preparation, certification matters, loyalty, referral and affiliate schemes and the Free Training Initiative are governed by their separate published terms. A consultancy SOW that includes training must expressly identify the part governed by Training Terms and Conditions.

2.1 A website description, enquiry, consultation booking or indicative quotation is not an offer capable of acceptance. A binding engagement starts only when NProject confirms acceptance of an identified SOW in writing or the parties otherwise clearly agree in writing on the services, fees and commencement.

2.2 Each party warrants that its signatory or authorised representative can bind it. No employee or consultant may commit NProject to an expansion of work or guarantee of results without written authorisation.

3.1 NProject will perform agreed services with reasonable care and skill, using appropriately experienced personnel and methods suited to the agreed assignment. NProject will act professionally, communicate material issues promptly and use reasonable efforts to meet the agreed timetable.

3.2 Unless the SOW explicitly promises a defined deliverable or outcome, NProject provides professional services, advice, analysis and recommendations, not a guarantee of savings, revenue, regulatory approval, delivery dates, project success, implementation outcomes or other commercial results. Decisions to implement advice and manage business risk remain with the Client.

3.3 The Client remains responsible for its governance, executive decisions, business processes, staffing, systems, internal controls, regulatory compliance and final acceptance or use of recommendations, except to the extent the SOW expressly assigns a responsibility to NProject.

4.1 The Client will supply accurate and timely information, decisions, appropriate staff access, safe working conditions, system permissions, licences, approvals and other resources set out in the SOW. It will ensure that materials and instructions it gives NProject may lawfully be used for the services.

4.2 NProject may reasonably rely on Client information without independently auditing it unless verification is expressly within scope. NProject will draw attention to material inconsistencies it actually identifies. Delays, omissions or changing requirements caused by the Client may affect cost, scope and timetable; any adjustment must be agreed through change control.

4.3 The Client will not require unlawful, unsafe or unethical action and will promptly notify NProject of relevant security, legal, safeguarding or workplace concerns.

5.1 The SOW defines the services, deliverables, delivery model (remote, on-site or hybrid), milestones, dependencies and any acceptance procedure. Services outside that scope require a written change order or replacement SOW agreed by both parties before performance.

5.2 Where the parties identify a material change, NProject will explain its likely effect on fees, deliverables, personnel, timelines and third-party costs. Neither party is obliged to accept a proposed change. Until it is agreed, NProject may continue unaffected services and may pause only the disputed or dependent work where reasonably necessary.

5.3 Dates and estimates are reasonable planning assumptions unless expressly designated as binding deadlines. Each party will promptly notify the other of a likely material delay and cooperate on mitigation.

6.1 NProject may use suitably qualified personnel or subcontractors for delivery, subject to any named-personnel, security, location or prior-approval requirements in the SOW. NProject remains responsible for contracted services performed by its subcontractors to the extent required by law and the agreement.

6.2 NProject acts as an independent contractor and controls how its services are performed, subject to contractual requirements. No employment, partnership, agency, fiduciary or joint venture relationship is created. Neither party may bind the other without written authority.

6.3 Any replacement of key personnel will be managed reasonably, taking account of continuity, expertise and stated Client security requirements. NProject will not claim that any particular individual has been employed by NProject for a specified number of years unless verified.

7.1 Fees may be fixed-price, milestone-based, time-and-materials or retainer-based as specified in the SOW. Currency, rate card, invoicing dates, purchase-order requirements and payment terms must be stated there. If not specified, invoices are payable within 30 calendar days after receipt of a valid undisputed invoice.

7.2 NProject will disclose any applicable taxes and mandatory charges before the Client accepts the SOW. Fees are exclusive of taxes lawfully chargeable unless the accepted SOW states otherwise. Where tax treatment changes, the parties will follow applicable law and any accepted fixed-price allocation of risk; there is no automatic retrospective price increase.

7.3 Travel, accommodation, venue, software licences and third-party expenses are chargeable only if approved or specifically allowed under the SOW, with reasonable supporting evidence if requested. No unapproved pass-through expenses will be imposed.

7.4 The Client will promptly identify any genuine invoice dispute and pay undisputed sums when due. Where permitted by law, NProject may charge statutory commercial late-payment interest and recovery costs after notice, and may suspend materially overdue services after reasonable written warning if lawful and proportionate. Suspension does not cancel sums properly due or excuse safeguarding and confidentiality obligations.

8.1 Where deliverables and objective acceptance criteria are specified, the Client will review them within the period stated in the SOW and notify NProject of material non-conformities in reasonable detail. If no period is specified, the parties will agree a reasonable review period proportionate to the deliverable.

8.2 NProject will have a reasonable opportunity to correct a substantiated failure to meet the agreed specification without additional fees. Silence or use of a deliverable is not automatically conclusive acceptance unless a fair, expressly agreed SOW process provides otherwise. Acceptance does not remove remedies for hidden defects, misrepresentation or breach that cannot legally be waived.

9.1 Each party will protect non-public business, technical, financial, personal and commercial information disclosed by the other; use it only to fulfil the engagement; and disclose it only to personnel and advisers bound by suitable duties and with a need to know. Information already public without breach, independently developed, lawfully received elsewhere or required by law to be disclosed is excluded, with notice where legally permitted.

9.2 These obligations apply during the engagement and for five years after it ends, except trade secrets and personal information must be protected for so long as law or the nature of the information requires. On reasonable request, confidential information will be returned or securely deleted, subject to necessary backups, regulatory, insurance and legal records.

9.3 Neither party may use the other’s name, brand, logo, case study or engagement details in marketing or assert endorsement without prior written permission. NProject must not describe previous experience of individual team members as a current NProject client engagement.

10.1 Each party retains ownership of intellectual property, methodologies, software, templates, data, tools and know-how developed or owned before the engagement or independently of it (Background IP). No transfer of Background IP is implied.

10.2 Subject to full payment of the relevant fees, NProject grants the Client a perpetual, non-exclusive, worldwide licence to use and adapt the final consultancy deliverables internally for the Client’s own legitimate business purposes. This licence excludes resale, standalone commercial distribution and exploitation of NProject Background IP except as embedded and necessary to use the deliverables. Any broader assignment or ownership transfer must be expressly agreed in the SOW, with appropriate third-party rights accounted for.

10.3 The Client grants NProject a limited licence to use Client materials solely for delivery and related contractual obligations. The Client warrants it has the permissions necessary to provide them. Third-party materials remain subject to their own disclosed licences; neither party grants rights it does not hold.

11.1 Each party will comply with applicable data protection law for its own activities. The roles of controller and processor depend on the actual processing. Where NProject processes personal data on documented Client instructions, the parties will enter a separate UK GDPR Article 28-compliant data processing agreement before the processing begins.

11.2 The SOW or data processing agreement will specify any required security standards, permitted sub-processors, international transfers, incident notification, deletion/return and audit arrangements. Neither these Terms nor a general privacy-policy reference alone is a substitute for the required data-processing agreement.

11.3 Each party will employ appropriate organisational and technical safeguards. Client access credentials remain under Client control; NProject will access Client systems only within authorised scope. Suspected security incidents affecting the other party’s information will be notified without undue delay under agreed incident procedures.

11.4 NProject will not input confidential Client data, proprietary documentation, personal data or licensed materials into public generative-AI tools without the Client’s documented authorisation and appropriate confidentiality and data-protection safeguards.

12.1 Each party is responsible for legal requirements applicable to its own business, including anti-bribery, sanctions, export controls and professional restrictions. Neither party is obliged to perform services that would violate applicable law or binding professional requirements.

12.2 International assignments may require a country-specific addendum covering immigration and work authorisation, local taxes and withholding, currency, insurance, security, data transfers, governing law and dispute resolution. No representation is made that NProject is licensed for regulated work in every jurisdiction.

12.3 NProject does not provide legal, regulated financial, statutory audit or other licensed professional advice unless specifically agreed and lawfully authorised. The Client should obtain relevant specialist advice when needed.

12.4 The Client is responsible for independent third-party platforms, licences and professional decisions it elects to use, except where NProject has expressly contracted to supply or manage them. NProject remains accountable for breaches of its own obligations.

13.1 NProject may serve other clients, including businesses in related markets, provided it protects confidentiality, manages actual conflicts, respects agreed exclusivity (if any) and does not misuse Client intellectual property. The parties will disclose material conflicts identified during the engagement and agree appropriate safeguards.

14.1 NProject warrants that it will use reasonable care and skill and deliver expressly agreed outputs substantially in accordance with the SOW. The Client will give reasonably detailed notice of an alleged material deficiency and an opportunity to investigate and, where practicable, correct it.

14.2 Nothing here excludes lawful remedies for breach of contract, negligent misstatement, misrepresentation or other duties. No guarantee of particular business value, investment outcome or regulatory approval is made unless clearly and lawfully expressly agreed.

15.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or other liability that cannot lawfully be excluded or restricted.

15.2 Subject to clause 15.1 and the Unfair Contract Terms Act 1977 where applicable, neither party is liable to the other for indirect or consequential loss, loss of anticipated profits, lost business opportunity or goodwill, except to the extent such exclusion is prohibited, unreasonable or expressly overridden by the SOW. Direct and foreseeable loss is not automatically excluded.

15.3 Any aggregate financial cap on NProject’s liability must be explicitly stated and accepted in the relevant SOW or signed master agreement, taking into account the project value, foreseeable risks, bargaining positions and available professional indemnity or other insurance. No universal monetary cap is created by these website Terms. Claims for unpaid fees remain subject to the payment provisions.

15.4 The parties will take reasonable steps to mitigate losses. Each party remains responsible for its own negligent acts and contractual breaches under applicable law. Liability for confidentiality, data incidents, intellectual-property infringement and third-party claims should be expressly addressed in the SOW; do not assume they are automatically capped or uncapped.

15.5 A claim against a director, officer, employee or subcontractor personally is not made valid merely because a loss occurred: personal responsibility depends on applicable law and the individual’s own conduct. Nothing in these Terms purports to eliminate non-excludable personal liability. No party is given authority to assume personal obligations on behalf of an individual without express written agreement.

16.1 Neither party gives an open-ended indemnity under these general Terms. Any agreed indemnity (including for intellectual-property infringement, breach of confidentiality, data protection or third-party claims) must be specifically described, proportionate, negotiated and allocated under the SOW or master agreement, with appropriate notice, defence and settlement procedures.

17.1 Either party may terminate for a material breach not remedied within 14 calendar days after a written notice describing the breach and reasonable steps required, unless the breach cannot be remedied or urgent termination is justified by law, significant security risk or serious misconduct.

17.2 Either party may terminate immediately on written notice where the other becomes insolvent under an applicable legal process, where continued performance would be unlawful, or where a serious security or safety threat reasonably requires immediate cessation, subject to mandatory law.

17.3 A right to terminate for convenience, minimum notice, committed resources and any cancellation charges should be expressly agreed in the SOW. Absent such a clause, neither party has a general unilateral right to cancel a fixed-term engagement merely for convenience.

17.4 On termination, NProject will invoice for services properly delivered and properly authorised non-cancellable commitments incurred up to termination, less savings and mitigation, together with any other expressly agreed lawful exit charges. The Client will pay sums lawfully due, and NProject will hand over paid-for deliverables and provide reasonable transition assistance at agreed rates where requested, subject to confidentiality, security and the applicable SOW.

17.5 Clauses which by nature should continue, including payment, confidentiality, accrued rights, data protection, intellectual property, liability and dispute resolution, survive termination.

18.1 Neither party is responsible for a failure or delay caused by an event beyond its reasonable control to the extent performance is prevented despite reasonable mitigation. The affected party will notify the other promptly, reduce disruption and resume performance where practicable. This clause does not excuse payment of sums already due.

18.2 If a substantial interruption lasts more than 30 consecutive days, either party may discuss a fair adjustment or end the affected SOW on notice, with payment and return of materials handled under clause 17.4; mandatory law remains unaffected.

19.1 Operational concerns should first be raised with the designated project contacts. Formal complaints can be sent to hello@nproject.co.uk and will be handled consistently with NProject’s Customer Complaints and Resolution Policy, where applicable. The parties should seek good-faith senior-level discussions before commencing formal proceedings, without preventing urgent legal relief or statutory/regulatory rights.

20.1 Unless the signed SOW or master agreement expressly provides otherwise, these Terms and the engagement are governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction for business-to-business contractual disputes, subject to mandatory law and enforcement rules abroad.

20.2 Any mediation or arbitration, alternative governing law, overseas venue or local mandatory requirement must be agreed in a written project-specific contract. The parties acknowledge that enforceability and collection of judgments abroad may require local legal advice.

21.1 Notices under the agreement should be sent to the addresses or designated email contacts in the SOW. An email notice is effective on confirmed receipt or other expressly agreed method; ordinary routine project messages do not constitute formal termination notices unless clearly labelled.

21.2 Changes must be agreed in writing by authorised representatives. A waiver on one occasion is not a continuing waiver. Invalid provisions will be severed only to the extent permitted by law without rewriting the commercial bargain.

21.3 Neither party may transfer this agreement without the other’s written consent, not to be unreasonably withheld, except a legitimate business restructuring that does not materially prejudice the other party and preserves performance/security obligations, where law permits.

21.4 This agreement comprises the accepted SOW, any signed master agreement, these Terms and documents expressly incorporated by reference. It supersedes prior non-binding discussions concerning the agreed scope, but does not exclude liability for fraud or any representation that cannot lawfully be excluded.