Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Greenwich Strategy Ltd ("Greenwich Strategy", "we", "us", or "our"), a company registered in Scotland, United Kingdom.

By accessing our website, engaging our services, or using our digital platforms, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Service Description

Greenwich Strategy Ltd provides professional consulting services across four primary domains:

2.1 Operations Excellence

• Process optimisation and industrial diagnostics
• Manufacturing excellence and Total Productive Maintenance (TPM)
• Supply chain optimisation and energy efficiency
• Turnaround and operational recovery programmes

2.2 Financial Performance

• Corporate finance and performance management
• Activity-based costing and profitability analysis
• Financial reporting (IFRS/UK GAAP compliance)
• Governance, risk management, and valuation services

2.3 Sustainability and ESG

• Carbon footprint measurement (Scope 1, 2, and 3)
• Environmental compliance (SEPA, Environment Agency)
• Climate risk assessment (TCFD framework)
• ESG strategy development and circular economy advisory

2.4 Software Development

• Proprietary AI and predictive analytics platforms
• Custom decision dashboards and ESG software modules
• Operational SaaS tools and process automation
• Data engineering and integration services

3. Client Obligations

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

3.1 Information and Access

• Provide timely, accurate, and complete information relevant to the engagement
• Grant access to personnel, facilities, systems, and documentation as reasonably required
• Designate a primary contact with authority to make decisions
• Respond to our inquiries and information requests within agreed timeframes

3.2 Cooperation and Good Faith

• Cooperate in good faith to facilitate service delivery
• Implement recommendations in accordance with professional judgment
• Notify us promptly of any changes affecting the engagement scope
• Maintain confidentiality of our methodologies and proprietary tools

3.3 Payment Terms

• Pay fees in accordance with the agreed payment schedule
• Reimburse reasonable pre-approved expenses
• Make payments within 30 days of invoice date unless otherwise specified
• Pay interest on late payments at 8% per annum above Bank of England base rate

4. Intellectual Property Rights

4.1 Client-Provided Materials

You retain all intellectual property rights in materials, data, and information you provide to us. You grant us a limited, non-exclusive licence to use such materials solely for delivering the contracted services.

4.2 Greenwich Strategy IP

We retain all intellectual property rights in:

• Methodologies, frameworks, and analytical tools
• Software code, algorithms, and digital platforms
• Templates, models, and proprietary databases
• Know-how, processes, and general consulting approaches

4.3 Deliverables and Work Product

Upon full payment, you receive a perpetual, non-exclusive licence to use deliverables (reports, analyses, recommendations) for internal business purposes. You may not:

• Resell, redistribute, or commercialize our deliverables
• Use deliverables to provide services to third parties
• Reverse-engineer proprietary software or methodologies
• Remove copyright notices or attribution

4.4 Software Licences

For SaaS subscriptions (Greenwich OEE Engine, CarbonLens, FinSight AI), you receive a subscription-based licence as defined in the Software Licence Agreement. Licences are non-transferable and terminate upon non-payment.

5. Confidentiality

5.1 Definition of Confidential Information

Confidential Information includes all non-public business, technical, and financial information disclosed by either party, including:

• Client financial data, operational metrics, and strategic plans
• Greenwich Strategy methodologies, software code, and pricing
• Information marked as "Confidential" or reasonably understood to be confidential

5.2 Obligations

Both parties agree to:

• Maintain confidentiality and not disclose Confidential Information to third parties
• Use Confidential Information only for purposes of the engagement
• Limit access to employees with a legitimate need to know
• Return or destroy Confidential Information upon request or engagement termination

5.3 Exceptions

Confidentiality obligations do not apply to information that:

• Was publicly available at time of disclosure or becomes public through no fault of the receiving party
• Was independently developed without use of Confidential Information
• Is required to be disclosed by law, regulation, or court order (with prior notice if legally permissible)

5.4 Duration

Confidentiality obligations survive for five (5) years after termination of the engagement, except for trade secrets which remain confidential indefinitely.

6. Warranties and Disclaimers

6.1 Professional Standards

We warrant that services will be performed:

• With reasonable skill and care consistent with industry standards
• By qualified professionals (Chartered Engineers, Chartered Accountants)
• In compliance with applicable professional standards and regulations

6.2 No Guarantees of Outcome

While we strive for excellence, we do not guarantee:

• Specific financial results or performance improvements
• Regulatory approval or compliance certification
• Elimination of all business risks or challenges
• That recommendations, if implemented, will achieve desired outcomes

6.3 Software Warranties

For digital platforms, we warrant that software will substantially conform to documented specifications. We do not warrant that software will be error-free or uninterrupted.

6.4 Disclaimer

EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Limitation of Liability

7.1 Cap on Liability

Our total aggregate liability for any claims arising from or relating to services shall not exceed the total fees paid by you for the specific engagement giving rise to the claim, or £100,000, whichever is lower.

7.2 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Exceptions to Limitations

Liability limitations do not apply to:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breach of confidentiality obligations
• Gross negligence or willful misconduct
• Liabilities that cannot be excluded under UK law

7.4 Professional Indemnity Insurance

We maintain professional indemnity insurance coverage. Details available upon request for formal engagements.

8. Termination

8.1 Termination for Convenience

Either party may terminate an engagement with 30 days written notice. You remain liable for fees incurred through the termination date plus reasonable wind-down costs.

8.2 Termination for Cause

Either party may terminate immediately if the other party:

• Commits a material breach and fails to cure within 14 days of written notice
• Becomes insolvent, enters administration, or files for bankruptcy
• Breaches confidentiality obligations

8.3 Effect of Termination

Upon termination:

• We will cease providing services
• You must pay all outstanding fees and expenses
• We will deliver work-in-progress (subject to payment)
• Confidentiality and IP provisions survive
• Software licences terminate (for subscription services)

9. Indemnification

You agree to indemnify and hold harmless Greenwich Strategy Ltd, its directors, employees, and affiliates from claims arising from:

• Your breach of these Terms or applicable laws
• Inaccurate or incomplete information you provide
• Your implementation of recommendations against our advice
• Third-party claims related to your use of deliverables
• Infringement of third-party rights by your materials

10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Scotland and the United Kingdom. The parties irrevocably submit to the exclusive jurisdiction of the Scottish courts.

10.2 Dispute Resolution Process

1. Negotiation: Parties will first attempt to resolve disputes through good-faith negotiation
2. Mediation: If negotiation fails, disputes will be referred to mediation under the Centre for Effective Dispute Resolution (CEDR) rules
3. Arbitration/Litigation: Unresolved disputes may proceed to arbitration or litigation in Scottish courts

10.3 Costs

Each party bears its own costs unless otherwise awarded by a court or arbitrator.

11. General Provisions

11.1 Entire Agreement

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

11.2 Amendments

We may update these Terms by posting a revised version on our website. Material changes require acceptance for new engagements. Existing engagements remain governed by Terms in effect at commencement.

11.3 Assignment

You may not assign your rights or obligations without our prior written consent. We may assign to affiliates or in connection with a merger or acquisition.

11.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full effect.

11.5 Waiver

Failure to enforce any right does not constitute a waiver of that right.

11.6 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control (natural disasters, war, pandemics, government actions, etc.).

11.7 Notices

Notices must be in writing and sent to:

Greenwich Strategy Ltd
Email: legal@greenwichstrategy.co.uk
Address: As specified in Service Agreement

12. Professional Standards and Conduct

Our consultants adhere to professional codes of conduct including:

• Engineering Council Code of Professional Conduct (for Chartered Engineers)
• Institute of Chartered Accountants Code of Ethics (for Chartered Accountants)
• ISO 9001 Quality Management principles
• UK GDPR and data protection regulations

13. Regulatory Compliance

Services are provided in accordance with:

• UK Financial Reporting Standards (FRS 102, IFRS)
• Companies Act 2006
• Environmental regulations (Climate Change Act 2008, SEPA requirements)
• Health and Safety at Work Act 1974
• UK GDPR and Data Protection Act 2018

14. Contact Information

For questions about these Terms of Service:

Legal Department
Greenwich Strategy Ltd
Email: legal@greenwichstrategy.co.uk
General Inquiries: info@greenwichstrategy.co.uk
Website: https://greenwichstrategy.co.uk