Client engagement / terms
Consultancy Terms of Business
- Adviser / trading name
- Leo de Montaignac trading as Montaignac Advisory
- Client
- The business client named in the signed SOW
- Adviser legal details
- Sole trader
- Contact
- leo@montaignacadvisory.com
01 Parties and agreement
1.1 Montaignac Advisory is the trading name of Leo de Montaignac, a sole trader (“Adviser”). These Terms apply only where the Client is acting for business purposes. “Client” means the party named in the SOW.
1.2 An engagement begins when both parties sign an SOW that incorporates these Terms. Together, the SOW and these Terms form the agreement; any expressly signed success-fee schedule or data-processing addendum also forms part of it.
1.3 The SOW prevails on the specific scope, timetable, staffing and commercial amounts if inconsistent with these Terms. For all other matters, these Terms prevail unless the SOW clearly states the clause it replaces. The Client signatory confirms authority to enter into the agreement.
02 Services and approach
2.1 The Adviser will provide the services described in the SOW with reasonable care and skill. They may include strategy, commercial review, business development, partnerships, sales support, funding preparation and fractional commercial leadership, as agreed.
2.2 The Adviser will work constructively with the Client and keep it reasonably informed. Any dates or estimates assume timely Client cooperation and are targets unless expressly identified as binding deadlines.
2.3 Advice is based on the information reasonably available at the time. The Adviser does not guarantee sales, funding, investment, margin improvement, transactions or other commercial outcomes. The Client remains responsible for its decisions and implementation.
03 Client responsibilities
3.1 The Client will provide accurate, lawful and reasonably complete information, necessary access to staff and systems, and timely decisions and feedback. It will identify an authorised point of contact.
3.2 The Client remains responsible for its legal, tax, accounting, HR, regulatory and investment advice, and for deciding whether to enter contracts with third parties. The Adviser will flag material gaps or concerns reasonably identified within the agreed scope.
3.3 Where missing information, approvals or access materially delay work, the parties will agree a revised plan and any justified additional fees before they are incurred.
04 Deliverables and changes
4.1 The SOW identifies the services and any deliverables, milestones and completion criteria. Unless the SOW says otherwise, the Client will raise material omissions or defects in a delivered output within five working days of receipt, with reasonable details. The Adviser will correct failures to meet the agreed scope at no additional fee.
4.2 If no material concern is raised within that period, the output may be treated as accepted for project administration and invoicing. This does not remove any rights that cannot lawfully be excluded.
4.3 Any change in scope, time allowance, outputs, timing or fees must be agreed in writing (including by email between authorised contacts) before additional work starts. The Adviser has no obligation to undertake unagreed additional work.
05 Fees, expenses and payment
5.1 Fees and invoicing follow the SOW. Prices are in GBP and exclude VAT, which will be added where applicable. Agreed advisory time includes preparation, meetings, research, document review and follow-up within the stated allowance.
5.2 Unless the SOW states otherwise, hourly work is charged at £150, half-days comprise up to four hours at £600, full days up to eight hours at £1,200, and additional approved work at £150 per hour. Fixed project fees are normally 50% payable before work begins and 50% on delivery.
5.3 Unless varied by the SOW, a monthly retainer has an initial three-month commitment, is invoiced monthly in advance, and may be ended afterwards on 30 days’ written notice. Reserved time does not carry forward unless expressly agreed. An agreed month’s retainer is payment for reserved availability, whether or not all time is used.
5.4 Invoices must be paid within 7 calendar days of the invoice date. Any advance payment must clear before work begins. The Client must query a disputed invoice promptly and in good faith, paying any undisputed part on time.
5.5 Travel time, travel costs, accommodation and other third-party expenses are chargeable only if approved by the Client in advance. The Adviser will provide reasonable supporting records on request.
5.6 For overdue undisputed sums, the Adviser may claim statutory interest and recovery costs to the extent available under the Late Payment of Commercial Debts (Interest) Act 1998. After giving at least seven days’ written warning, the Adviser may suspend affected work while an overdue undisputed amount remains unpaid.
06 Success fees and regulated activities
6.1 No success, referral, introduction or transaction fee is due unless separately agreed in a signed schedule before the relevant work. Such a schedule must specify qualifying opportunities, the objective payment trigger, calculation, exclusions, relevant period and payment date.
6.2 Funding support under a standard SOW is limited to unregulated preparation and commercial support. It does not authorise the Adviser to arrange investments, give regulated investment advice, communicate restricted financial promotions or conduct other activities requiring FCA authorisation.
6.3 Any investor introductions, securities-related transaction work or capital-raising success fees will be considered only under separate written terms after appropriate legal/regulatory assessment and, where necessary, with an appropriately authorised firm or valid exemption. No clause requires either party to do anything unlawful.
07 Independent status and authority
7.1 The Adviser is an independent service provider, not the Client’s employee, partner or agent. Neither party may bind the other or sign or negotiate a binding commitment on the other’s behalf unless separately authorised in writing.
7.2 Fractional or interim leadership support under an SOW does not itself appoint the Adviser as a statutory director, officer or employee. Any such appointment needs separate arrangements.
7.3 The Adviser will lead the assignment personally unless the Client agrees to the use of an appropriately qualified substitute or specialist. The Adviser remains responsible for any approved subcontractor’s services under the agreement.
08 Confidentiality and publicity
8.1 Each party will keep confidential the other’s non-public commercial, financial, technical and personal information, use it only for the engagement, and share it only with people who need to know and are bound by suitable duties of confidence.
8.2 This duty does not cover information that is public other than through breach; was already lawfully known; is independently developed; or is lawfully received from another source. Disclosure required by law or a regulator is permitted, with notice where lawful and reasonably practicable.
8.3 Confidentiality continues for three years after termination; trade secrets remain protected for so long as they remain trade secrets. Neither party may use the other’s name, logo, testimonial or work as a public case study without prior written consent.
09 Work product and intellectual property
9.1 Each party retains ownership of its pre-existing intellectual property, materials, data, systems and know-how. The Client grants the Adviser a limited right to use materials it supplies to perform the services.
9.2 Once all fees due for an output are paid, the Client receives a permanent, worldwide, non-exclusive, royalty-free licence to use, reproduce, adapt and share the bespoke deliverables for its own business, including with its professional advisers, investors, finance providers and commercial partners.
9.3 The Adviser retains ownership of general methods, reusable templates, models, tools and know-how, including any such elements incorporated in deliverables, subject to the Client’s licence above. Third-party materials remain subject to applicable third-party rights.
9.4 If the Client requires outright ownership of specified bespoke work product, any assignment and exclusions must be agreed expressly in the SOW before work starts.
10 Data protection and technology
10.1 Each party will comply with applicable UK data protection law in handling personal data. Unless otherwise agreed, each acts as an independent controller for personal data it receives and determines how to use.
10.2 Where the Adviser will process personal data on the Client’s documented instructions as a processor, the parties must agree an appropriate written data-processing addendum complying with Article 28 of the UK GDPR before that processing begins.
10.3 The Adviser will use reasonable security precautions for Client information. The Client agrees that the Adviser may use business software, including generative AI tools, to help prepare analysis and deliverables, provided that: (a) such tools are used under terms that keep inputs confidential and do not allow the provider to use Client information to train its models; (b) the Adviser shares only the information reasonably needed for the task, minimises personal data where practicable, and processes personal data in such tools only where an appropriate data processing agreement with the provider is in place; (c) the Adviser reviews all outputs and remains fully responsible for the services and deliverables; and (d) clause 8 continues to apply. The Client may restrict or exclude the use of such tools, generally or for specified information, in the SOW or by written notice.
11 Conflicts and third parties
11.1 The Adviser may serve other businesses, including in related markets, provided the Adviser protects Client confidentiality and discloses any actual or reasonably foreseeable material conflict of interest as soon as practicable.
11.2 The Client chooses and contracts directly with third-party suppliers, distributors, lenders, investors and professional advisers unless the SOW provides otherwise. The Adviser is not responsible for third parties’ independent decisions or performance except to the extent resulting from the Adviser’s own failure to exercise reasonable care and skill.
12 Liability and allocation of risk
12.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that the law does not allow to be excluded or limited.
12.2 Subject to clause 12.1 and to applicable law, the Adviser’s aggregate liability arising out of or in connection with each SOW, whether in contract, negligence or otherwise, is capped at the greater of (a) £10,000 and (b) 100% of the fees paid or payable under that SOW during the 12 months before the event giving rise to the claim.
12.3 Subject to clause 12.1 and applicable law, neither party is liable to the other for indirect or consequential loss. The Client’s obligation to pay properly due fees is not restricted by the cap in clause 12.2.
12.4 The limits in this clause are intended to reflect the fees and allocation of responsibility for advisory services. The parties may agree a different, commercially appropriate cap in the SOW if required by the assignment or insurance arrangements.
13 Term, pause and termination
13.1 The engagement continues for the period in the SOW unless ended earlier under this clause. A fixed-scope project normally ends when the services are completed and the amounts owed are paid. Monthly retainers are subject to the initial commitment and notice in clause 5.3.
13.2 Either party may terminate an engagement by written notice if the other materially breaches the agreement and fails to remedy the breach within 10 working days of receiving written notice specifying it. Immediate termination is permitted for a breach incapable of remedy, serious unlawful conduct or an insolvency event affecting continued performance, to the extent lawful.
13.3 For fixed-scope projects, either party may also terminate for convenience on 14 calendar days’ written notice, unless the SOW expressly states a committed minimum period or different notice. Monthly retainers follow clause 5.3. The parties may agree to pause work in writing.
13.4 On termination the Client will pay for work properly performed to that date and any approved non-cancellable commitments. The Adviser will credit or refund any advance attributable to work not performed, except for earned or committed retainer periods. The Adviser will promptly hand over paid-for completed materials and reasonable work-in-progress, subject to accrued fees.
14 Unforeseen events
14.1 Neither party is responsible for delays caused by events beyond its reasonable control, provided it promptly notifies the other, takes reasonable steps to limit disruption, and resumes work when possible. This does not excuse payment already due.
14.2 If such an event prevents substantial performance for more than 30 calendar days, either party may end the affected SOW by written notice. Amounts are settled under clause 13.4.
15 General provisions and law
15.1 Notices under these Terms may be sent to the contact email addresses stated in the SOW (for the Adviser: leo@montaignacadvisory.com) and take effect on the next working day after transmission unless the sender receives a delivery-failure notice. Changes to contact details must be notified in writing.
15.2 This agreement is the entire agreement on the services and replaces prior proposals or discussions on the same engagement. Any variation must be agreed in writing by authorised representatives. A delay in enforcing a right is not a waiver.
15.3 Neither party may assign the agreement without the other’s prior written consent, not to be unreasonably withheld, except to a successor to substantially all its relevant business which assumes its obligations. No third party may enforce the agreement under the Contracts (Rights of Third Parties) Act 1999.
15.4 If any provision is unlawful or unenforceable, the remaining provisions remain effective. Clauses intended to continue, including payment, confidentiality, intellectual property, data protection, liability and dispute provisions, survive termination.
15.5 The parties will first try in good faith to resolve a dispute by discussion between senior representatives. The agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.