Terms of Sale

1. Consultancy Services

1.1 Scope of Services

We offer consultancy services tailored to meet the specific needs of our clients. The scope, objectives, deliverables, and delivery rhythm for these services will be clearly defined in individual contracts with each client.

1.2 Client Responsibilities

Clients are expected to provide accurate and complete information necessary for the successful execution of our consultancy services. We shall not be held liable for any delays or issues arising from the provision of incomplete or inaccurate information by the client.

1.3 Third-Party Collaboration

Our consultancy services may involve collaboration with third parties or adherence to client-specified forms and directions. While we strive to ensure the quality and accuracy of our services, we cannot be held responsible for pre-existing errors or omissions in third-party materials or instructions.

1.4 Limitation of Liability

Our liability for any claims arising from our consultancy services shall be limited to the fees paid by the client for the specific service in question. We shall not be liable for any indirect, consequential, or special damages.

2. Non‑Exclusive Basis, Operating Hours & Conflict Management

2.1 Non‑exclusivity

Immercial Limited offers all services on a strict non‑exclusive basis. We reserve the right to engage in any commercial activities at our discretion, even if they overlap with services provided to other clients. We are under no obligation to notify any party of other commitments, though we will reasonably ensure there are no conflicts of interest.

2.2 Conflict of Interest & Dual Engagement

We may provide services to multiple clients within the same industry, sector, or business ecosystem — this can include clients connected by commercial or subcontractor relationships.

To manage these situations responsibly, we commit to:

• Exclusivity on individual projects: We will never act for two related parties on the same project, or in any capacity that creates a direct conflict of interest.

• Confidentiality assurance: We will not share confidential or proprietary information between clients unless all concerned parties have provided express written consent.

• Proactive disclosure: Upon identifying any potential or perceived conflict that might affect our independence or impartiality, we will inform the affected clients promptly and agree a suitable approach.

• Right to decline or withdraw: If a conflict arises that cannot be reasonably managed — or which may compromise our integrity — we reserve the right to decline or withdraw from the engagement, with fees adjusted fairly on a pro‑rata basis.

These commitments are part of our publicly stated terms and reflect internal policy and practice. We apply them consistently to ensure transparency, trust, and fair treatment across all client engagements.

2.3 Use of Client Systems, Equipment, and Branding

Whilst our engagements are entered into on the assumed basis that we will use our own hardware and systems, Immercial Limited or its representatives may, if specifically requested and for reasons of convenience or to comply with client IT or security requirements, access or utilise client-provided systems, software, or hardware (including, but not limited to, laptops, secure networks, or client-issued email accounts). Such use shall not in any way create or imply an employment, agency, or partnership relationship between Immercial Limited and the client, and Immercial Limited and its representatives shall remain independent consultants at all times.

When services are delivered using Immercial Limited’s own equipment, accounts, or communication tools (including Microsoft Teams, Zoom, or equivalent platforms), our company identity may appear as the visible organisation name within those systems. On occasions where cameras are off, a neutral screen or our company logo may be visible. When cameras are in use, our consultants will typically use a blurred background; while this may incidentally include elements of our own workspace or branding, such visuals will not be made prominent or used for marketing purposes, ensuring a professional and neutral presentation when representing clients.

Clients are respectfully asked not to request or require Immercial Limited personnel to use the client’s visual branding (such as virtual backgrounds, logos, or corporate imagery) or to wear or display branded clothing or materials that could reasonably imply employment or direct affiliation, other than where health, safety, or site-specific personal protective equipment (PPE) requirements apply.

Where a client’s policies or IT protocols necessitate use of a company-issued device that includes client-specific branding, Immercial Limited will comply with such technical requirements; however, it shall remain clear to all parties, including the client’s customers and stakeholders, that Immercial Limited acts solely as an independent consultant providing services under contract, and not as a representative, employee, or agent of the client.

Both parties acknowledge the importance of transparency and agree not to make any statements, representations, or visual presentations suggesting that Immercial Limited, or any of its consultants, are part of the client’s internal organisation.

3. Recruitment and Agency Exclusivity

3.1 Our Information Held to Market

Our company profiles, CVs, and business documents are proprietary. Only Immercial Limited has the right to issue these materials to potential clients or partners. No agency, recruiter, company, consultancy, or firm may introduce our employees without explicit permission from an Immercial Limited Director. Any personal data provided must clearly state its use, recipients, and storage duration.

3.2 Recruiter and Agency Exclusivity

Any recruiter or agency that introduces Immercial Limited to a potential client or customer acknowledges that Immercial Limited is the sole and exclusive issuer of its own profiles, CVs, and personal representations. Recruiters may not claim to be the first introducer or point of contact for any Immercial employee or representative. Any attempt to assert first-contact status for the purpose of claiming a fee or commission will be considered invalid. Immercial Limited retains the right to directly engage with any client, free from the recruiter’s claims to exclusive introduction.

3.3 Direct Working After Introduction

If a client, after being introduced by a third-party agency, recruiter, company, consultancy, or firm, wishes to engage directly with Immercial Limited, we reserve the right to proceed without penalty. The introducer will be notified in advance, and a 30-day notice period will apply before entering into any direct agreement.

4. Payment Terms

4.1 Invoicing and Payment

Unless otherwise agreed in writing, our payment terms are 7 days from the date of invoice. Late payments may incur interest charges as permitted by law.

4.2 Fee Based

Our form of agreement is a fixed-fee arrangement, invoiced monthly, based on an agreed-upon scope of work and in accordance with our monthly tier options.
All fees apply to a defined project scope. Any new or separate project will require a separate agreement and pricing tier.

4.3 Location-Based Work

All work is conducted from our Rickmansworth, Hertfordshire office or other operating locations, and our rates are structured accordingly. While we are happy to accommodate occasional site visits within the agreed scope (especially within London and the South East), frequent or international on-site presence will require separate terms.

We do not accept client-covered travel expenses or provide receipts. Instead, international travel days are charged at standard all-inclusive rates as follows:

• £1,500/day – Europe

• £2,500/day – Wider EMEA (e.g. Middle East, North & Sub-Saharan Africa)

• £3,000/day – Other international destinations

These rates cover all travel, accommodation, and incidental costs, and reflect the operational impact of long-distance engagements. They are fixed and not subject to itemised billing.

4.4 Currency & Taxes

All payments shall be made in GBP (£) or Euros (€). Clients are responsible for any applicable taxes, duties, or fees related to our services. If paid in Euro, we will need to adjust for conversion factors.

4.5 Day-Rate Engagements

While our standard engagement is fixed-fee and tier-based, we may, in limited cases, agree to a bespoke day-rate structure. These are quoted on a per-project basis and linked to defined outputs or scope.
Day-rate terms do not imply ongoing or full-day availability and remain subject to the same focused delivery model outlined in our core consultancy approach.

4.6 Late Payment & Suspension of Services
Payment of the first invoice is strictly due by the stated due date. Failure to make payment in full and on time will result in the immediate suspension of all works until cleared funds are received.

For all subsequent invoices, payment is likewise strictly due by the stated due date. In the rare event that payment is not received on time, we may, at our discretion, allow a grace period of up to seven (7) days during which work may continue. If full payment is not received within that grace period, all works will be suspended until the outstanding invoice is settled in full.

Time is of the essence in respect of all payments, and the client acknowledges that prompt payment is a strict condition of our continued performance.