Terms of Service

1. About PatternKind Limited

PatternKind Limited ("PatternKind", "we", "our", or "us") is a management consultancy registered in England and Wales (Company Number: [TBC]). Our registered office is located at [Address TBC], London, United Kingdom.

Contact Details:
Email: contact@patternkind.com
Phone: +44 7503 121326
Address: London, United Kingdom

2. Services Provided

2.1 Consultancy Services

PatternKind provides management consultancy services across four core pillars:

• Strategy & Growth: Market entry strategy, growth planning, M&A advisory, business model innovation
• Digital & AI: Digital transformation strategy, AI integration, process digitalisation, technology optimisation
• Operations: Process optimisation, supply chain efficiency, financial performance management, lean operations
• Talent: Executive search, interim leadership, HR strategy, organisational design

2.2 Engagement Terms

Each consultancy engagement is governed by a separate Statement of Work (SOW) or Engagement Letter that specifies:

• Scope of services and deliverables
• Project timeline and milestones
• Fees, payment terms, and expenses
• Responsibilities of both parties
• Specific terms applicable to the engagement

In the event of conflict between these Terms and a specific SOW/Engagement Letter, the SOW/Engagement Letter shall prevail.

3. Fees and Payment Terms

3.1 Fees

Fees for our services are specified in the applicable SOW or Engagement Letter. Unless otherwise stated:

• Fees are exclusive of VAT (which will be added at the prevailing rate)
• Fees are based on time and materials or fixed-price arrangements
• Out-of-pocket expenses (travel, accommodation, materials) may be charged in addition to fees

3.2 Payment Terms

Unless otherwise agreed in writing:

• Invoices are payable within 30 days of invoice date
• Payment may be required in advance or via milestone-based billing
• Late payments may incur interest at 8% above the Bank of England base rate (as per Late Payment of Commercial Debts Act 1998)
• We reserve the right to suspend services if payment is overdue by more than 14 days

3.3 Expenses

Reasonable and pre-approved expenses incurred in delivering services will be invoiced at cost. All expenses over £100 require prior client approval.

4. Client Obligations

To enable us to deliver services effectively, you agree to:

• Provide timely access to information, personnel, and facilities as reasonably required
• Respond to requests for feedback and approvals within agreed timeframes
• Designate a primary point of contact for the engagement
• Ensure accuracy and completeness of information provided to us
• Notify us promptly of any changes that may affect service delivery

Delays caused by failure to meet these obligations may result in project timeline extensions and additional fees.

5. Intellectual Property

5.1 Client-Specific Deliverables

Upon full payment of fees, you will own the intellectual property rights in client-specific deliverables created solely for you (such as strategic plans, reports, and recommendations tailored to your business).

5.2 Pre-Existing IP and Methodologies

PatternKind retains all intellectual property rights in:

• Pre-existing methodologies, frameworks, and tools
• Templates and standard processes used across engagements
• Know-how and expertise developed prior to or during the engagement

You are granted a non-exclusive, non-transferable licence to use such materials solely for internal business purposes in connection with the services provided.

5.3 Third-Party IP

Any third-party intellectual property (software, frameworks, data sources) used in delivering services remains the property of the respective owners and is subject to separate licence terms.

6. Confidentiality and Data Protection

6.1 Confidentiality

Both parties agree to keep confidential all non-public information disclosed during the engagement. This obligation:

• Survives termination of the engagement for a period of 5 years
• Does not apply to information that is publicly available, independently developed, or required to be disclosed by law
• Permits disclosure to employees, contractors, and professional advisors bound by confidentiality obligations

6.2 Data Protection

We process personal data in accordance with our Privacy Policy and UK data protection law (UK GDPR and Data Protection Act 2018). Where we process personal data on your behalf as a data processor, separate data processing terms will apply.

7. Limitation of Liability

7.1 Liability Cap

Subject to Section 7.2 below, our total aggregate liability to you for all claims arising from or related to any engagement (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not exceed the total fees paid or payable under the relevant engagement, or £250,000, whichever is lower.

7.2 Exclusions from Liability Cap

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Breach of obligations under Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982
• Any other liability that cannot be excluded or limited under English law

7.3 Exclusion of Consequential Losses

To the fullest extent permitted by law, we shall not be liable for any indirect, consequential, special, or punitive losses, including but not limited to:

• Loss of profits, revenue, or anticipated savings
• Loss of business opportunity or contracts
• Loss of goodwill or reputation
• Loss of data or corruption of data

7.4 Professional Indemnity Insurance

We maintain professional indemnity insurance with a minimum coverage of £1,000,000 per claim. Details of our insurance coverage are available upon request.

7.5 Basis of Advice

Our advice and recommendations are based on information provided by you and publicly available sources at the time of delivery. We do not guarantee specific business outcomes or results. You are responsible for evaluating and implementing recommendations in accordance with your business judgment.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care in accordance with professional standards
• We have the necessary expertise and resources to deliver the services
• Deliverables will conform to specifications set out in the applicable SOW

8.2 Disclaimers

Except as expressly stated in Section 8.1:

• Services are provided "as is" without warranties of any kind (express or implied)
• We do not warrant that recommendations will achieve specific financial results
• We make no representations regarding third-party data, software, or services

9. Termination

9.1 Termination for Convenience

Either party may terminate an engagement for convenience by providing 30 days' written notice. Upon termination, you agree to pay:

• All fees for work completed up to the termination date
• All committed costs and non-cancellable expenses
• A cancellation fee equal to 50% of fees for work scheduled but not yet performed

9.2 Termination for Breach

Either party may terminate immediately if the other party:

• Commits a material breach and fails to remedy within 14 days of written notice
• Becomes insolvent, enters administration, or ceases trading
• Breaches confidentiality obligations

9.3 Consequences of Termination

Upon termination:

• Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Limitation of Liability), and 12 (Governing Law) survive
• We will deliver all completed work and return your confidential information
• You must pay all outstanding fees and expenses within 14 days

10. Independent Contractor Relationship

PatternKind is an independent contractor, not an employee, agent, partner, or joint venturer of yours. We have no authority to bind you to contracts or make commitments on your behalf without your express written authorisation.

11. Use of Name and Testimonials

We may include your company name and logo in client lists, case studies, and marketing materials, subject to your prior written approval. We will not disclose confidential details of engagements without your consent.

If you provide testimonials or reviews, you grant us a perpetual, royalty-free licence to use them in marketing materials.

12. Governing Law and Jurisdiction

These Terms and any engagements are governed by the laws of England and Wales. Any disputes arising from or related to these Terms or our services shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any applicable SOW or Engagement Letter, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

13.2 Amendments

We may update these Terms from time to time. Material changes will be notified via email or website notice. Continued use of our services after such notice constitutes acceptance of the updated Terms.

13.3 Severability

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

13.4 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it in the future.

13.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights or delegate our obligations to affiliates or successors in the event of a merger, acquisition, or reorganisation.

13.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control (including acts of God, war, terrorism, pandemics, government actions, or infrastructure failures).

14. Contact Information

If you have questions about these Terms, please contact us: