Terms and Conditions
Last updated: 2nd December 2024
The Value Alchemists (Trading name of Innovate CX Ltd)
Introduction
These terms and conditions (the “Terms”) govern both (1) the provision of business advisory and consulting services by The Value Alchemists, a trading name of Innovate CX Ltd (Company Registration Number: 14801775), hereinafter referred to as “we,” “us,” or “our,” to our clients (hereinafter referred to as “you” or “your”), and (2) the use of any content, tools, or resources we make available through our website, social media channels, and other public platforms. By engaging our services or using our public content, you agree to be bound by these Terms.
Our Details:
Registered Office:
Green Pillars
Little Shore Lane
Bishops Waltham
SO32 1ED
United Kingdom
VAT Registration Number: GB440251438
- Nature of Services
1.1 Our services are advisory in nature, encompassing business transformation, customer experience optimization, pricing strategy, and general business improvement consultancy. While we provide professional guidance based on our expertise and experience, all decisions regarding the implementation of our advice remain entirely your responsibility. Our services are provided based on the information available at the time and subject to limitations based on your cooperation and resources available.
1.2 Our services do not constitute regulated financial advice. We provide business advisory services focused on areas including, but not limited to:
• Business transformation and optimization
• Customer experience enhancement
• Strategic planning and implementation
• Pricing and value proposition development
• Operational improvement
1.3 All decisions about business changes, implementation strategies, and operations remain solely your responsibility.
1.4 The specific commercial terms, including pricing model and payment structure, will be detailed in the relevant Statement of Work or Project Proposal.
1.5 You acknowledge that:
• All decisions about implementing our recommendations are made solely by you
• Market conditions and other external factors may affect the outcomes of implementing our advice
• Historical performance or results cannot guarantee future outcomes
• You are responsible for assessing the risks and implications of any business changes
• You will promptly provide any requested information to ensure accurate and comprehensive guidance
- Service Delivery and Session Management
2.1 Session Management:
• You shall provide reasonable notice for any session rescheduling
• Sessions cancelled with less than 48 hours notice will be deemed as delivered
• If you are more than 15 minutes late for a scheduled session, it may be treated as cancelled and will count as delivered
• We retain discretion in the management of sessions to ensure effective service delivery
2.2 A session is considered complete when:
• The scheduled time has concluded
• Agreed objectives for the session have been addressed
• Key action points have been documented
• Both parties have had the opportunity to clarify any immediate questions
2.3 Service Delivery Methods:
• Services may be delivered through face-to-face meetings or remote consultations
• Sessions can be arranged as single blocks or divided into smaller segments as mutually agreed
• Any unused hours within a month cannot be carried forward
- Your Obligations
3.1 To enable us to provide the Services effectively, you agree to:
• Act reasonably in agreeing to meeting dates and times
• Provide necessary facilities, technology, and access for on-site or remote sessions
• Ensure key stakeholders are available and participate fully in sessions
• Provide timely access to relevant personnel, information, and resources
• Complete any agreed work or assignments between sessions
• Engage with us in an honest and open manner
• Immediately inform us of any developments that might materially affect the success of the project
- Payment Terms
4.1 Our payment terms are net 15 days from the date of invoice.
4.2 Payment schedules and structures will be specified in the Statement of Work or Project Proposal, including:
• Payment milestones
• Advance payments or deposits if required
• Recurring payment arrangements
• Any performance-related elements
4.3 We reserve the right to withhold deliverables until payment has been received.
4.4 A payment is considered late if it remains unpaid 5 days after the due date specified on the invoice. Late payments may incur interest at 4% above the Bank of England base rate.
- Intellectual Property Rights
5.1 We retain all rights to our pre-existing intellectual property, including:
• Proprietary methodologies
• Frameworks and templates
• Tools and processes
• Knowledge base and analytical methods
5.2 Subject to payment in full, we grant you a non-exclusive, non-transferable license to use our materials for your internal business purposes.
5.3 We reserve the right to use and develop general knowledge, skills, and experience acquired during the provision of services. All non-identifiable information will be used responsibly and in compliance with confidentiality obligations, ensuring that no specific client information is discernible.
- Confidentiality and Data Protection
6.1 Both parties will comply with all applicable requirements of the UK Data Protection Legislation.
6.2 For the purposes of the Data Protection Legislation:
• You are the Controller and we are the Processor
• We shall process personal data only on your documented instructions
• We shall implement appropriate technical and organizational measures to protect personal data
• We shall not transfer personal data outside the UK/EEA without your prior written consent
6.3 While detailed confidentiality terms will be covered in a separate Non-Disclosure Agreement, we commit to:
• Maintaining the confidentiality of all client information
• Using client information solely for service delivery
• Implementing appropriate security measures
• Ensuring similar commitments from any subcontractors
• Maintaining appropriate confidentiality provisions beyond the engagement term
• Engaging subcontractors only with general consent from you as specified in the Statement of Work
- Liability
7.1 Our total liability shall not exceed the total invoiced value of the engagement.
7.2 We maintain professional indemnity insurance coverage of £1,000,000.
7.3 We are not liable for:
• Any indirect, consequential, or special losses
• Loss of profit, revenue, or anticipated savings
• Business interruption or loss of business opportunity
• Decisions made by you based on our advice
• Market responses to changes
• Impact on customer relationships
• Revenue or profit impacts
• Any losses arising from your failure to provide accurate information
7.4 Nothing in these terms limits any liability which cannot legally be limited, including liability for:
• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982
- Term and Termination
8.1 Either party may terminate the agreement with 30 days’ written notice.
8.2 We may terminate this agreement immediately if:
• You fail to make any payment when due
• You fail to provide necessary resources or cooperation
• You breach any material term of this agreement
• Continuation of services becomes impractical due to your actions or inactions
8.3 Upon termination, you shall pay for all services rendered up to the termination date.
- Force Majeure
9.1 Neither party shall be liable for any delay or failure to perform due to events beyond reasonable control, including but not limited to:
• Acts of God, natural disasters
• Epidemic or pandemic
• Terrorist attack, civil unrest
• Government actions
• Major utility failures
9.2 If a Force Majeure event continues for more than 60 days, either party may terminate this agreement without liability by giving written notice to the other party.
- General Provisions
10.1 These Terms are governed by the laws of England and Wales.
10.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
10.3 We reserve the right to amend these terms and conditions at any time. Changes will be published on our website and will take effect from the date of publication. Material changes will be communicated directly to clients with ongoing projects via email.
10.4 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.5 These Terms, together with any Statement of Work, Project Proposal, and Non-Disclosure Agreement, constitute the entire agreement between us regarding the services.
- Public Content and Tools
11.1 Public Content Usage a) We provide various free resources, tools, information, and content (“Public Content”) through our website, social media channels, and other public platforms b) All Public Content is provided “as is” without any warranty of any kind c) Public Content is for general information purposes only and does not constitute professional advice d) By accessing or using our Public Content, you agree to these Terms
11.2 Tools and Calculators a) Any tools, calculators, or interactive content provided through our website or platforms are for guidance purposes only b) Results generated by such tools should not be relied upon in isolation c) We make no guarantees about the accuracy, completeness, or suitability of results d) You are responsible for validating and verifying any outputs or results
11.3 Usage Restrictions a) Public Content may not be reproduced, distributed, or used for commercial purposes without our explicit written permission b) You may not modify, reverse engineer, or create derivative works from our tools or content c) All intellectual property rights in Public Content remain with us d) Usage of Public Content does not create a client relationship
11.4 Disclaimer of Liability a) We are not liable for any decisions made based on Public Content b) Your use of Public Content is entirely at your own risk c) We do not guarantee the accuracy, completeness, or currency of Public Content d) Public Content may not be suitable for your specific circumstances
Contact Us
If you have any questions about these Terms, please contact us at: [email protected]