Terms & conditions

These terms cover two separate things: the basis on which you may use this website, and the framework within which we agree and deliver client work. The website terms apply to everybody. The engagement terms apply only once you have engaged us.

1. About these terms

This website is operated by Vader Barclay Consulting (“we”, “us”, “our”). By using the site you accept the terms in sections 2 and 3.

Sections 4 to 12 describe how we contract for consulting work. Every engagement is governed by its own written engagement letter and scope document. Where anything in that engagement letter conflicts with this page, the engagement letter takes precedence. Nothing on this page creates a contract for services by itself.

2. Use of this website

You may view, download and print pages from this site for your own use or for the internal use of your organisation. You may link to any page.

You may not:

• republish, redistribute or sell material from this site as your own;
• use it in a way that damages, disables or impairs the site, or interferes with anyone else’s use of it;
• attempt to gain unauthorised access to the site, its server, or any connected system;
• use automated systems to extract content at a rate that places unreasonable load on the site;
• use anything on the site for any unlawful purpose.

We aim to keep the site available and accurate, but we do not guarantee uninterrupted availability. We may change, suspend or withdraw any part of it without notice.

3. Intellectual property

All content on this site (text, images, design, code, structure and the Vader Barclay name and marks) is owned by us or used under licence, and is protected by copyright and other intellectual property rights.

You may quote short extracts from our published insight articles with attribution and a link to the original page. Anything beyond that requires our written permission, which we are generally happy to give if you ask.

4. How engagements are formed

Nothing on this website is an offer capable of acceptance. An engagement comes into existence only when:

1. we have issued a written proposal setting out the scope, deliverables, timeline, the people involved and the fee; and
2. you have accepted it in writing, or signed an engagement letter reflecting it.

An introductory consultation creates no obligation on either side. It is free, it does not commit you to anything, and we do not treat it as the start of a contract.

If work needs to change materially once it is under way, we will stop, explain what we have found, and put a revised scope and fee to you as a decision. Additional work is not carried out and not charged for until it has been agreed in writing.

5. Fees and payment

• Diagnostics are charged at a fixed fee agreed before work begins.
• Projects are charged at a fixed price against a written scope.
• Advisory retainers are charged monthly against an agreed monthly scope.

Fees are exclusive of VAT where applicable. Reasonable pre-agreed expenses are charged at cost with receipts; we do not charge for travel within reasonable distance and we tell you in advance if an engagement would fall outside that.

Invoices are payable within the period stated on them, ordinarily 14 days. We may suspend work on materially overdue accounts, having given notice first, and we may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.

Preparing a proposal is at our cost and is never charged for.

6. Your responsibilities

Our advice is only as good as the information it rests on. In engaging us you agree to:

• provide information that is accurate and complete so far as you are aware, including information that is unwelcome;
• make available the people and records the scope requires, within a reasonable time;
• tell us promptly if anything material changes;
• make your own decisions. We advise, and the responsibility for decisions taken remains with you.

We are not liable for loss arising from information withheld from us, or from material inaccuracies in information supplied to us, which we could not reasonably have detected.

7. Confidentiality

We treat everything you tell us as confidential, from the first conversation, whether or not an engagement follows and whether or not a non-disclosure agreement has been signed. We will sign yours or provide ours on request.

We will not name you as a client, use your logo, or publish a case study about your engagement without your written permission. Completing an engagement is not treated as implied consent.

The obligation does not apply to information that is already public through no fault of ours, that we already held, or that we are required by law or by a regulator to disclose. It survives the end of an engagement indefinitely.

We ask the same of you in respect of our methods, models and written materials.

8. Ownership of deliverables

On payment of the relevant fees, the deliverables prepared specifically for you (reports, models, plans and documentation) belong to you. They are provided in editable form, with the working documented, and we do not withhold work product you have paid for.

We retain ownership of our underlying methods, templates, frameworks and know-how, including anything of general application developed during your engagement. Nothing in a deliverable that is specific to your business is included in that.

Deliverables are prepared for your circumstances at the time. If you share them with a third party, or rely on them long after the facts have changed, we accept no responsibility for that use.

9. Ending an engagement

• Retainers may be ended by either party on one month’s written notice, at any time, without reason and without penalty. There is no minimum term and no automatic renewal.
• Projects may be ended by either party on written notice. You pay for work properly performed to that point and receive the corresponding deliverables.
• Either party may end an engagement immediately if the other commits a material breach that is not remedied within 14 days of written notice.
• We may end an engagement if a conflict of interest emerges that cannot be managed, or if we are asked to act in a way we consider improper. We will explain why.

Confidentiality, ownership of deliverables and liability provisions survive termination.

10. Liability

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

Subject to that:

• we are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or damage to goodwill;
• our total liability in connection with an engagement is limited to the total fees paid by you for that engagement, unless a different limit is agreed in the engagement letter;
• we are not liable for any decision you take, or decline to take, in reliance on our advice, because the decision remains yours;
• we are not liable for the acts or omissions of third parties, including advisers, suppliers or platforms we may have recommended.

Nothing on this website constitutes advice on your particular circumstances. See the disclaimer.

11. Complaints

If you are unhappy with any aspect of our work, please raise it with your engagement lead first. If that does not resolve it, write to contact@vaderbarclay.com marked “Complaint”. We will acknowledge within 3 working days and give a full written response within 20 working days.

12. General

• Entire agreement. The engagement letter, the scope document and these terms together form the whole agreement between us for a given engagement.
• Severability. If any provision is found to be unenforceable, the rest continues in force.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Third parties. No one other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• Assignment. Neither party may assign an engagement without the other’s written consent.
• Force majeure. Neither party is liable for failure to perform caused by events genuinely beyond its reasonable control.
• Changes. We may update these website terms at any time; the version in force is the one published here. Engagement terms change only by written agreement.

13. Governing law

These terms and any dispute arising from them or from an engagement are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.