Terms & Conditions of Engagement 

 

These terms apply to all work carried out by Speare Consulting Ltd (“we”, “us”) for you (“Client”). By accepting our proposal or making payment, you agree to these terms. 

 

1. Scope of Work 

We will deliver the services outlined in your proposal or engagement letter. 

Anything outside the agreed scope may require a separate agreement and additional fees. 

You agree to provide accurate, complete and timely information so we can deliver effectively. 

 

2. Fees & Payment 

For fixed-scope engagements: 

• 50% payable no later than five (5) working days before work begins 

• 50% payable within five (5) working days of delivery 

For retained or fractional engagements, payment terms are set out in Section 11. We reserve the right not to commence work until the upfront payment has cleared. Late payments may incur statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998. All fees are exclusive of VAT (where applicable). 

 

3. Commercial Responsibility 

We provide experienced, practical advice based on the information available at the time. All commercial decisions remain your responsibility. You should obtain independent legal, tax or financial advice where appropriate. 

 

4. Valuation Disclaimer 

Where we provide business valuations, forecasts, or opinions of value: 

• They are based on information supplied by you. 

• They rely on assumptions considered reasonable at the time. 

• They reflect prevailing market conditions. 

• They are indicative opinions, not guarantees. 

Market value is ultimately determined by buyer appetite, due diligence findings, funding availability and negotiation.We are not providing regulated RICS or FCA valuation services unless explicitly agreed in writing. No responsibility is accepted for any difference between an indicative valuation and any eventual transaction price achieved. 

 

5. Use of Associates 

Speare Consulting may use trusted associates, subcontractors or specialist advisers to deliver part of the services. We remain responsible for overall delivery. Associates will be subject to confidentiality obligations. Specialist advice (including legal, tax or regulated advice) remains the responsibility of the qualified professional providing it. We are not liable for acts or omissions of third-party advisers engaged directly by the Client. Associates act as independent contractors and do not create any partnership or employment relationship with the Client. 

 

6. Non-Circumvention 

If we introduce you to buyers, investors, funding providers, acquisition targets or other commercial contacts (“Introduced Parties”), you agree not to bypass Speare Consulting in relation to any transaction involving them. If you proceed with a transaction involving an Introduced Party within 12 months of introduction, we are entitled to any agreed success fee set out in the engagement letter. This clause survives termination. 

 

7. Limitation of Liability 

Nothing in these terms limits liability where it cannot legally be limited. Our total liability relating to any engagement is capped at the total fees paid for that engagement. We are not liable for indirect or consequential loss, including loss of profit, opportunity or goodwill. 

 

8. Confidentiality 

Both parties agree to keep confidential any non-public commercial or strategic information shared during the engagement. This obligation continues after the work ends. 

 

9. Data Protection (GDPR) 

We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. We will: 

• Only process personal data necessary to deliver services. 

• Keep data secure and confidential. 

• Not share personal data unless required for the engagement or by law. 

• Retain data only as long as reasonably necessary. 

You confirm that any personal data shared with us has been lawfully obtained. Further details are available in our Privacy Policy. 

 

10. Intellectual Property 

All tools, templates, frameworks and methodologies remain our property. You may use deliverables internally but may not reproduce or distribute them without written consent. 

 

11. Fractional / Retained Advisory Services 

For ongoing fractional or retained roles: 

• Engagement operates on a monthly retainer or agreed time allocation basis. 

• Retainer fees are payable monthly in advance unless agreed otherwise. 

• We do not assume statutory director responsibilities unless agreed in writing. 

• The Client remains responsible for all statutory and operational decisions. 

• Either party may terminate with 30 days’ written notice. 

• Unused time does not roll forward unless agreed. 

 

12. Termination 

For fixed-scope engagements, the upfront 50% is non-refundable once work has commenced. 

The Client remains responsible for fees relating to work completed up to termination. We may suspend or terminate work in the event of non-payment or material breach. 

 

13. Dispute Resolution & Mediation 

If a dispute arises, both parties agree to act in good faith to resolve it. If unresolved within 30 days, both parties agree to attempt mediation before court proceedings. Nothing prevents either party from seeking urgent court relief where necessary. 

 

14. Governing Law 

These terms are governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.