Terms of Sale
Updated 18.07.2025
We invite all clients to read our terms of sale before all engagements.
1. Consultancy Services
1.1 Scope of Services
We provide consultancy services tailored to the client’s needs. The scope, objectives, deliverables, assumptions, and delivery rhythm will be defined in an Order Confirmation, Consultancy Agreement, or tier-based proposal signed or accepted in writing by the client (“Agreement”).
1.2 Client Responsibilities
Clients shall provide complete, accurate, and timely information necessary for our delivery. We shall not be liable for delays or issues caused by incomplete or inaccurate client inputs. We rely on information supplied by the Client and third parties and are not responsible for verifying historic data, legacy project information, internal decisions, financial strategies, or company policies.
1.3 Third-Party Collaboration
Where services involve third-party systems, documentation, or instructions, we shall not be responsible for pre-existing errors or omissions in those materials. We do not accept responsibility for decisions made by client employees, owners, or advisors, nor for outcomes based on internal governance or commercial strategy.
1.4 Limitation of Liability
Our total aggregate liability for claims arising from an engagement shall be limited to the fees paid for the specific service to which the claim relates. We are not liable for indirect, consequential, special, or punitive damages.
Nothing in these terms limits liability for fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited.
1.5 Intellectual Property
All methodologies, templates, tools, data models, documentation, software, processes, know-how, and other materials used or created in our delivery remain the exclusive property of Immercial Limited, unless expressly transferred in writing. You may use deliverables solely for internal purposes connected to the agreed scope.
1.6 Professional Capacity & Legal Disclaimer
Immercial Limited operates strictly as a commercial cost consultancy and technology-enabled support service. We provide cost management, quantity surveying, benchmarking, and advisory support.
We are not legal advisers, adjudicators, contract administrators, claims consultants, expert witnesses, financial auditors, or fiduciaries. Nothing in our work, communications, reports, or tools constitutes legal, regulatory, financial, tax, or investment advice.
We do not represent any party in legal proceedings, negotiations, adjudication, arbitration, or dispute resolution.
1.7 Use & Reliance on Deliverables
Our reports, data models, digital tools, estimates, dashboards, and outputs are provided for project support and internal decision-making only. They must not be used, submitted, or relied upon for legal proceedings, adjudication, disputes, claims, insurance matters, or expert witness purposes without our prior written consent.
We accept no liability for third-party reliance or for any use beyond the agreed scope.
2. Non-Exclusive Basis, Operating Hours, Integrity & Conflict Management
2.1 Non-exclusivity
We provide services on a non-exclusive basis and may engage with other clients, including within the same supply chain or sector. Our role is collaborative and impartial; we are a supply-chain partner, not an employer representative, contract certifier, or agent.
2.2 Conflict of Interest & Dual Engagement
We maintain independence through:
• No simultaneous opposing engagements on the same project
• Strict confidentiality
• Prompt disclosure of emerging conflicts
• Right to decline or withdraw if a conflict cannot be managed
2.3 Use of Client Systems, Equipment, and Branding
Use of client-provided equipment does not imply employment or agency. We will not present as part of the client’s organisation and shall not be asked to use branding that may falsely imply affiliation.
2.4 Right to Suspend or Withdraw Services
We may suspend or withdraw services with one (1) month’s written email notice if continuation:
a) places inappropriate responsibility on us within the supply chain or contractual relationships
b) risks compromising our professional integrity, impartiality, or brand reputation
c) creates legal, ethical, financial, or operational risk
d) requires us to undertake duties more appropriate for the Client’s employees or to retrospectively justify or correct historical actions
e) involves us in internal disputes, payment disagreements, sign-off chains, cashflow concerns, or negotiations outside the agreed scope
f) suggests that legal proceedings, adjudication, claims, insurance notifications or formal disputes may be ongoing or imminent, or where our work may be used or relied upon in such processes without our written consent
During notice, we will perform only necessary transition support. Fees apply only to reasonable works required for orderly transition. Withdrawal under this clause shall not constitute breach, and we shall not be liable for losses arising from such action.
3. Recruitment & Agency Exclusivity
3.1 Proprietary Company Information
Our profiles, CVs, and documentation must not be circulated without prior written consent.
3.2 Exclusivity of Representation
Recruiters may not assert first-introducer claims. Immercial may engage directly with clients without penalty.
3.3 Direct Engagement Following Introduction
If a client wishes to engage us directly, we may proceed following notice to the introducer and a 30-day period.
4. Payment Terms
4.1 Invoicing & Payment
Payment due date: 7 days from invoice. Late payments may incur statutory interest.
4.2 Fixed-Fee Tier Model
Fees apply to defined scope under IMME Tiers. New scope requires a separate agreement and pricing tier.
4.3 Location-Based Work
Rates assume remote delivery. Travel day-rates:
• £1,500/day – Europe
• £2,500/day – Wider EMEA
• £3,000/day – Other international
These are all-inclusive and not itemised.
4.4 Currency & Taxes
Payment accepted in GBP (£) or EUR (€). Additional taxes or charges are payable by the client.
4.5 Day-Rate Engagements
Applicable only by separate written agreement; do not imply availability outside the defined scope.
4.6 Late Payment & Suspension
Failure to pay the first invoice on time results in immediate suspension of services. For future invoices, a 7-day discretionary grace period may apply.
4.7 Changes to Scope
No work outside the agreed scope will be undertaken without prior written agreement on fees, timeline, and conditions.
5. Confidentiality & Data Protection
Each party shall keep proprietary and commercially sensitive information confidential. We shall process personal data in compliance with UK GDPR, acting as either controller or processor depending on the nature of data handling.
Use of our systems is subject to the IMME Portal terms described in our Policy.
6. No Authority to Bind
We act strictly as an independent consultancy. We have no authority to bind the client to legal or commercial obligations unless expressly authorised in writing.
7. Non-Solicitation
The client shall not directly or indirectly solicit, hire, or contract with any Immercial consultant or representative involved in delivery for 12 months following the end of the engagement, without our consent and applicable introduction fee.
8. Force Majeure
Neither party is liable for failure to perform due to events beyond reasonable control (including disasters, strikes, cyber-attacks, outages). Obligations shall resume once the event ceases.
9. Assignment & Subcontracting
We may subcontract specialist consultants at our discretion while remaining responsible for delivery. The client may not assign its rights without our consent.
10. Notices
Formal notices may be delivered electronically to the primary contact emails set out in the Agreement and shall be deemed received upon sending unless a delivery error is returned.
11. Governing Law & Jurisdiction
These Terms are governed by the laws of England and Wales. Disputes shall be submitted to the exclusive jurisdiction of the courts of England.
12. Definitions
“Agreement” means the signed Consultancy Agreement or Order Confirmation.
“Scope” means the defined outcomes and responsibilities agreed in writing.
“IMME Tiers” means our structured fixed-fee engagement model.
“Day-Rate Engagement” means separately scoped delivery with no implied availability.
13. Entire Agreement & Variation
These Terms together with:
• the Consultancy Agreement
• the Charge-Out Fees
• the Policy
form the entire agreement between the parties.
Variations must be in writing and apply prospectively.
If any provision is found invalid, the remainder continues in effect. Failure to enforce rights is not a waiver.
