Terms of service.

Gritt Consulting Ltd

Effective Date: 20th October 2025
Company Registration Number: 13145612
Registered Office Address: 141 Leigh Park Road, Bradford On Avon, England, BA15 1TQ

1. DEFINITIONS

"The Company" means Gritt Consulting Ltd

"The Client" means the person, firm or company who engages the Company's services

"Services" means business turnaround consulting, strategic advisory, crisis management, organisational transformation, and related consulting services as agreed in the Engagement Letter

"Engagement Letter" means the written agreement specifying the scope, fees, and deliverables for each engagement

"Deliverables" means reports, recommendations, presentations, or other materials produced under the engagement

2. SCOPE OF SERVICES

2.1 The Company will provide Services only as specifically agreed in writing in each Engagement Letter.

2.2 The Company provides strategic and operational advisory services. The Company does NOT provide:

  • Legal advice (clients should consult qualified solicitors)

  • Formal insolvency or administration advice (clients should consult licensed insolvency practitioners)

  • Accounting, audit, or formal financial advice (clients should consult qualified accountants)

  • Tax advice (clients should consult qualified tax advisors)

  • Investment advice regulated by the FCA

2.3 All recommendations are advisory only. Implementation decisions and execution remain entirely the Client's responsibility.

2.4 The Company reserves the right to decline or terminate any engagement that falls outside its areas of expertise or where conflicts of interest arise.

3. CLIENT RESPONSIBILITIES

3.1 The Client must provide:

  • Complete, accurate, and timely information

  • Reasonable access to personnel, facilities, and documents

  • Authority to share confidential business information with the Company

3.2 The Client acknowledges that the quality of the Company's advice depends on the accuracy and completeness of information provided.

3.3 The Client is responsible for:

  • All implementation decisions

  • Obtaining independent legal, accounting, and insolvency advice where appropriate

  • Compliance with all applicable laws and regulations

4. FEES AND PAYMENT

4.1 Fees will be specified in each Engagement Letter and may be structured as:

  • Fixed project fees

  • Daily/hourly rates

  • Retainer arrangements

  • Milestone-based payments

4.2 Payment Terms:

  • Invoices are due within 7 days of issue unless otherwise agreed

  • For engagements exceeding £5,000, a deposit of 50% is required before work commences

  • For crisis/turnaround work, payment milestones will be set at key diagnostic and implementation stages

4.3 Late payment will incur interest at 8% above Bank of England base rate per annum.

4.4 The Company reserves the right to suspend Services if payments are overdue by more than 14 days.

4.5 All fees are exclusive of VAT, which will be charged at the prevailing rate.

5. LIMITATION OF LIABILITY

5.1 Total Liability Cap: The Company's total aggregate liability to the Client for any and all claims arising from or in connection with any engagement shall not exceed the lower of:

  • Three times the fees paid for that specific engagement, or

  • £250,000

5.2 Excluded Losses: The Company shall not be liable for:

  • Loss of profits, revenue, or business opportunities

  • Loss of goodwill or reputation

  • Business interruption losses

  • Indirect or consequential losses of any kind

  • Losses arising from third-party claims

  • Any losses arising after 12 months from the date Services were provided

5.3 Turnaround Work Disclaimer: The Client acknowledges that:

  • Business turnarounds involve inherent risks and uncertainty

  • Successful turnaround cannot be guaranteed regardless of advice quality

  • External factors (market conditions, customer behaviour, supplier relationships, funding availability) may prevent success

  • The Company's advice represents professional judgment based on information available at the time

5.4 No Guarantee of Outcomes: The Company provides advisory services only and makes no guarantee or warranty regarding business performance, profitability, or survival following implementation of recommendations.

6. PROFESSIONAL INDEMNITY INSURANCE

6.1 The Company maintains Professional Indemnity Insurance with minimum coverage of £1,000,000.

6.2 Insurance details available upon request.

7. RELIANCE AND THIRD PARTIES

7.1 All advice, reports, and recommendations are provided solely for the Client's internal use and benefit.

7.2 No third party may rely on the Company's advice including but not limited to:

  • Banks, lenders, or other financial institutions

  • Investors or potential investors

  • Creditors or suppliers

  • Shareholders (other than the Client themselves)

  • Administrators, liquidators, or insolvency practitioners

  • Other advisors engaged by the Client

7.3 The Client must not share the Company's Deliverables with third parties without prior written consent, except where required by law.

7.4 If third-party reliance is required, this must be agreed in writing in advance with appropriate additional fees and liability provisions.

8. CONFIDENTIALITY

8.1 The Company will keep all Client information confidential except where:

  • Disclosure is required by law or regulatory authority

  • Disclosure is necessary to defend a legal claim

  • The Client provides written consent

  • Information is already in the public domain

8.2 The Client acknowledges the Company may use anonymised case studies for marketing purposes.

8.3 Confidentiality obligations survive termination of the engagement.

9. INTELLECTUAL PROPERTY

9.1 Deliverables: Copyright in bespoke Deliverables created specifically for the Client transfers to the Client upon full payment of fees.

9.2 Pre-existing Materials: The Company retains all intellectual property rights in methodologies, frameworks, templates, and other pre-existing materials used in delivering Services.

9.3 The Client receives a non-exclusive, non-transferable licence to use such pre-existing materials solely for internal business purposes.

10. TERMINATION

10.1 Either party may terminate an engagement by giving 14 days' written notice.

10.2 The Company may terminate immediately if:

  • The Client fails to pay undisputed invoices within 28 days

  • The Client fails to provide necessary information or access

  • The Client refuses to implement critical recommendations that make continued advisory work futile

  • The Company identifies conflicts of interest

  • The Client requests Services outside the Company's scope or expertise

  • The Client enters formal insolvency proceedings

10.3 Upon termination:

  • The Client must pay all fees for work completed to the termination date

  • The Company will deliver all completed Deliverables

  • Work in progress may be delivered at the Company's discretion

10.4 Sections 5 (Limitation of Liability), 7 (Reliance), 8 (Confidentiality), and 9 (Intellectual Property) survive termination.

11. DATA PROTECTION

11.1 The Company will process personal data in accordance with UK GDPR and Data Protection Act 2018.

11.2 Full privacy notice available at [www.marcdrichard.com/privacy-policy] or upon request.

11.3 The Company maintains appropriate technical and organisational measures to protect personal data.

12. CONFLICTS OF INTEREST

12.1 The Company will notify the Client immediately if any conflict of interest arises during an engagement.

12.2 The Company may work with competing businesses provided confidentiality obligations are maintained.

12.3 The Company will not work simultaneously on directly conflicting engagements (e.g., advising both parties in a shareholder dispute).

13. FORCE MAJEURE

13.1 Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control including but not limited to: acts of God, war, terrorism, pandemic, government restrictions, or failure of utilities or communications networks.

13.2 If force majeure continues for more than 60 days, either party may terminate the engagement without penalty.

14. DISPUTE RESOLUTION

14.1 Any disputes shall first be referred to good faith negotiations between senior representatives of both parties.

14.2 If negotiations fail within 28 days, disputes may be referred to mediation before commencing litigation.

14.3 Mediation costs shall be shared equally unless otherwise agreed.

15. GENERAL PROVISIONS

15.1 Entire Agreement: These Terms and Conditions, together with the Engagement Letter, constitute the entire agreement between the parties.

15.2 Amendments: Any amendments must be agreed in writing and signed by both parties.

15.3 Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

15.4 Waiver: Failure to enforce any right does not constitute a waiver of that right.

15.5 Assignment: The Client may not assign rights or obligations without the Company's prior written consent.

15.6 Notices: All notices must be in writing and delivered by email (with read receipt) or recorded delivery post to the addresses specified in the Engagement Letter.

15.7 Governing Law: These Terms are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the English courts.

16. ACCEPTANCE

By engaging Gritt Consulting Ltd's Services or signing an Engagement Letter, the Client confirms they have read, understood, and agree to be bound by these Terms and Conditions.

Gritt Consulting Ltd
 Company Registration Number: 13145612
Registered Office Address: 141 Leigh Park Road, Bradford On Avon, England, BA15 1TQ
Email: marc@marcdrichard.com
Phone: +44 7927 406 063