Terms of Service
These Terms of Service govern the relationship between you and Softgrovepath Ltd relating to advisory engagements, website use, and associated services. By engaging Softgrovepath or using the site you agree to these terms. Where a separate engagement letter is issued, that letter sets out the specific scope and prevails where it expressly modifies these terms. These terms explain how proposals are delivered, how fees are charged, data and confidentiality obligations, intellectual property rights, limitations of liability and the governing law. If you do not accept these terms, please do not proceed with an engagement. Contact information and dispute escalation details are included below to support clear communication and prompt resolution where questions arise.
Acceptance and scope
Acceptance occurs when you sign an engagement letter, return a signed proposal, or otherwise instruct us to proceed. Each engagement will be scoped in a written proposal or engagement letter that includes objectives, deliverables, timing, fees, and responsibilities. Proposals are based on information provided at the time and any change in scope or material assumptions may require a revised proposal and fee adjustment. We will deliver services with reasonable skill and care consistent with professional advisory standards aligned to the nature of the engagement, whether delivery is diagnostic, implementation or assurance in nature. Any timelines we provide are estimates. Where deliverables depend on client inputs, the client is responsible for timely provision of required data, access and approvals. We are not responsible for consequences of decisions taken by client stakeholders following our advisory reports; our role is to provide analysis, recommendations and independent assurance where contracted.
Fees, invoicing and payment
Fees are set out in the engagement letter or proposal and may be fixed fee, time-based or a combination. Expenses reasonably incurred in the delivery of services, such as travel or specialist third-party costs, will be invoiced in addition where applicable. Invoices are payable within the period stated on the invoice; if no period is stated payment is due within 30 days of invoice date. Late payments may attract interest at a rate permitted by law and we reserve the right to suspend work pending receipt of outstanding fees where delays are material. For complex engagements we may require an initial retainer or staged payments tied to milestones. In the event of a dispute over invoices, you must notify us promptly and continue to pay any undisputed amounts. We will endeavour to resolve invoicing queries promptly through the contact points provided in these terms.
Confidentiality, data protection and client materials
We treat client information as confidential. Unless otherwise agreed, we will use confidential information solely to perform the engagement and will not disclose it to third parties except to our advisors, service providers, or where required by law. We implement appropriate technical and organisational measures to protect personal and sensitive data and comply with applicable data protection law. Where we process personal data on behalf of a client, we act as a data processor and process only on instructions from the client and in accordance with the contract. Clients remain responsible for the accuracy and legality of materials supplied to us. Where transfer of sensitive material is necessary, we can provision secure transfer mechanisms on request. Any non-confidential materials, templates, or anonymised outputs we create may be used by us for quality assurance and knowledge development provided no client-identifying information is disclosed without consent.
Intellectual property
Unless otherwise agreed in writing, we retain intellectual property rights in methodologies, templates, tools, and materials used or created in the course of our work. Upon full payment of fees, we grant clients a non-exclusive licence to use deliverables provided for their internal governance and oversight purposes. Clients must not publish or resell our deliverables without prior written consent. If a client supplies proprietary models or data, ownership remains with the client. Any joint work or co-branded materials will be addressed in the engagement letter. If you wish to reuse or adapt any of our materials outside your organisation, please contact us to agree terms, which may include licensing fees or attribution requirements.
Limitation of liability and indemnity
To the extent permitted by law, our liability for loss or damage howsoever arising from or in connection with our services is limited to direct loss up to an aggregate cap equal to the fees paid for the specific engagement during the preceding 12 months. We are not liable for indirect, consequential, special, or punitive damages, loss of profit, or reputational harm. Clients indemnify us against third-party claims arising from the client's misuse of our deliverables, failure to follow reasonable recommendations, or provision of inaccurate information. Nothing in these terms excludes liability for death or personal injury caused by our negligence or other liability that cannot be excluded by law. Clients are encouraged to maintain appropriate insurance cover to reflect their risk profile and the nature of advisory activities.
Governing law, dispute resolution and contact
These terms are governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction, unless otherwise agreed in writing. Before commencing formal proceedings, parties should attempt to resolve disputes in good faith through discussion and, where appropriate, mediation. Contact for contractual and privacy queries is: Softgrovepath Ltd, Data Protection Lead, 12 Orchard Lane, Suite 4B, London, SW1A 1AA, United Kingdom, phone +44 20 7946 0958, email [email protected]. If you require differing governing law for a specific engagement, please raise this prior to accepting a proposal so we can consider alternative terms in writing. These terms may be updated from time to time; the effective date will be published on this page and the current version will apply to future engagements unless agreed otherwise in writing.