Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Insight Centric ("Company," "we," "us," or "our") regarding your access to and use of our website, services, and consulting engagements.

BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.

These Terms are governed by the laws of England and Wales.

2. Description of Services

Insight Centric provides professional consulting services, including but not limited to:

• Process mapping and documentation (BPMN 2.0)
• Target Operating Model (TOM) design
• Risk and control assessment
• Business analysis services
• Regulatory and compliance transformation
• Change management and adoption
• Financial systems implementation support
• Operational workflow automation

Specific services, deliverables, timelines, and fees will be outlined in individual Service Agreements, Statements of Work (SOW), or Master Services Agreements (MSA) executed between the parties.

3. Eligibility

You must be:

• At least 18 years of age
• Capable of entering into a legally binding contract
• Authorized to represent the organization engaging our services

By using our services, you represent and warrant that you meet these eligibility requirements.

4. Service Agreements

4.1 Engagement Process

Our consulting engagements typically follow this process:

1. Discovery Session: Initial consultation to understand your needs
2. Proposal: We provide a detailed proposal with scope, deliverables, timeline, and fees
3. Agreement: Upon acceptance, we execute a formal Service Agreement or SOW
4. Delivery: We perform services according to the agreed scope
5. Completion: Delivery of final deliverables and project closure

4.2 Service Agreement Terms

Each Service Agreement will specify:

• Scope of work and deliverables
• Timeline and milestones
• Fees and payment terms
• Client responsibilities and dependencies
• Change management procedures
• Termination conditions

In the event of a conflict between these Terms and a specific Service Agreement, the Service Agreement shall prevail.

5. Fees and Payment

5.1 Fees

Fees for our services will be specified in the applicable Service Agreement and may be structured as:

• Fixed Fee: A set price for defined scope and deliverables
• Time and Materials: Hourly or daily rates for actual time worked
• Retainer: Monthly fee for ongoing advisory services
• Hybrid: Combination of fixed fee and time and materials

5.2 Payment Terms

• Invoices are typically issued monthly or upon milestone completion
• Payment is due within 30 days of invoice date unless otherwise specified
• Accepted payment methods: bank transfer, credit card, cheque
• Late payments may incur interest at 8% above the Bank of England base rate (as permitted under the Late Payment of Commercial Debts (Interest) Act 1998)

5.3 VAT

All fees are exclusive of VAT. VAT will be added to invoices at the applicable rate where required by UK law.

6. Client Responsibilities

To enable successful delivery of services, Client agrees to:

• Provide timely access to information, systems, personnel, and facilities
• Designate a primary point of contact and decision-maker
• Review deliverables and provide feedback within agreed timeframes
• Make decisions and provide approvals as required
• Comply with all applicable laws and regulations
• Maintain confidentiality of proprietary methodologies and work products

Delays caused by Client's failure to fulfill responsibilities may result in timeline extensions and additional fees.

7. Intellectual Property

7.1 Company Intellectual Property

Company retains all rights, title, and interest in:

• Pre-existing methodologies, frameworks, templates, and tools
• General knowledge, skills, and experience gained during the engagement
• Reusable components, processes, and best practices

7.2 Client Intellectual Property

Client retains all rights, title, and interest in:

• Pre-existing Client data, systems, and materials
• Client-specific business information and data

7.3 Work Product

Upon full payment, Client shall own the final deliverables specifically created for Client under the engagement ("Work Product"), subject to Company's retention of underlying methodologies and tools.

8. Confidentiality

Both parties agree to maintain confidentiality of all non-public information disclosed during the engagement, including business plans, financial information, technical data, customer information, and trade secrets. Confidentiality obligations shall survive for 5 years following termination of the engagement.

Exceptions apply to information that is publicly available, rightfully known prior to disclosure, independently developed, or required to be disclosed by law.

9. Warranties and Disclaimers

9.1 Company Warranties

Company warrants that:

• Services will be performed in a professional manner consistent with industry standards
• Personnel performing services will have appropriate skills and qualifications
• Deliverables will materially conform to specifications in the Service Agreement

9.2 Disclaimer

Company does not guarantee specific results, outcomes, or regulatory approval. Consulting services involve professional judgment, and actual results may vary based on factors beyond Company's control. Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under English law.

10. Limitation of Liability

Subject to the exceptions below, Company's total liability arising out of or related to any Service Agreement shall not exceed the total fees paid by Client to Company under that Agreement in the 12 months preceding the claim.

In no event shall Company be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption.

Nothing in these Terms excludes or limits liability for: (a) fraud or fraudulent misrepresentation, (b) death or personal injury caused by negligence, (c) breaches of confidentiality obligations, (d) infringement of intellectual property rights, or (e) any other matter for which it would be illegal to exclude or limit liability.

11. Term and Termination

11.1 Termination for Convenience

Either party may terminate a Service Agreement for convenience with 30 days' written notice. Client shall pay for all services performed and expenses incurred through the termination date.

11.2 Termination for Cause

Either party may terminate immediately for cause if the other party:

• Materially breaches the agreement and fails to cure within 15 days of written notice
• Becomes insolvent or enters administration or liquidation proceedings
• Engages in illegal or unethical conduct

11.3 Effect of Termination

Upon termination:

• Client shall pay all outstanding invoices
• Company shall deliver completed work products (if paid for)
• Each party shall return or destroy Confidential Information
• Sections regarding confidentiality, intellectual property, warranties, limitation of liability, and dispute resolution shall survive

12. Independent Contractor

Company is an independent contractor, not an employee, agent, or partner of Client. Nothing in these Terms creates an employment, agency, or partnership relationship. Company has no authority to bind Client or make commitments on Client's behalf.

13. Dispute Resolution

13.1 Negotiation

In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation between senior representatives.

13.2 Mediation

If negotiation fails, the parties agree to mediation before a mutually agreed mediator before pursuing litigation.

13.3 Litigation

If mediation fails, disputes shall be resolved through the courts of England and Wales, which shall have exclusive jurisdiction.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any Service Agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

15.2 Amendments

We may modify these Terms at any time by posting updated Terms on our website. Material changes will be notified via email. Service Agreements may only be amended in writing signed by both parties.

15.3 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Contact Information

For questions about these Terms, please contact us:

Note: These Terms were last updated on November 16, 2025 and are governed by the laws of England and Wales.