Terms of Service

1. About these Terms

These Terms of Service govern access to and use of the website, services, consultancy, training, staffing, software, automation and other services provided by BARCLAY ADVISORY SERVICES LTD.

These Terms apply to:

• visitors to our website;

• prospective and existing clients;

• organisations purchasing or using our services;

• individuals acting on behalf of client organisations;

• users of any software, tools or digital services we provide; and

• any person or organisation accessing or using our services unless a separate signed agreement applies.

In these Terms, Barclay Advisory, we, us and our mean BARCLAY ADVISORY SERVICES LTD.

If you access or use our services on behalf of an organisation, you confirm that you have authority to act on behalf of that organisation.

If there is a conflict between these Terms and a signed contract, Statement of Work, Order Form, proposal, Data Processing Agreement or other written agreement between us and a client, the signed or specifically agreed document will take precedence to the extent of that conflict.

2. Who we are

Legal entity: BARCLAY ADVISORY SERVICES LTD
Company number: 16006462
Registered office: Belmont Suite, Paragon Business Park, Chorley New Road, Horwich, Bolton, United Kingdom, BL6 6HG
Contact email: info@barclayas.co.uk

3. Our services

Barclay Advisory provides business-to-business professional services focused on project delivery, project controls, digital transformation, artificial intelligence, automation, technology and related consultancy services.

Our services may include:

• project planning and project controls;

• programme and portfolio support;

• specialist consultancy and advisory services;

• digital and AI-enabled project delivery support;

• automation and workflow development;

• bespoke software and technology solutions;

• training and capability development;

• project and programme analysis;

• staffing and specialist resource provision;

• implementation support;

• reporting and analytics; and

• related professional and technical services.

The exact scope of services provided to a client may be set out in a proposal, Statement of Work, Order Form, contract, invoice or other written agreement.

4. Business use only

Our services are intended primarily for business and professional use.

Unless expressly agreed otherwise, our services are not intended:

• for personal, household or consumer use;

• for use by children;

• as a substitute for legal advice;

• as a substitute for regulated financial or accounting advice;

• as a substitute for engineering certification or professional sign-off; or

• for any environment where failure of the service could directly cause death, serious personal injury or severe environmental damage.

5. Client responsibilities

Clients are responsible for:

• providing accurate and complete information reasonably required for us to perform the services;

• ensuring that personnel who work with us have appropriate authority;

• providing timely access to relevant systems, information, documents and stakeholders;

• reviewing information, recommendations and deliverables provided by us;

• making their own management, commercial, contractual and operational decisions;

• ensuring that information supplied to us may lawfully be disclosed and processed;

• complying with their own contractual, legal, regulatory and professional obligations; and

• notifying us promptly of any material issue that could affect delivery of the services.

We are not responsible for delays, errors or additional work caused by inaccurate, incomplete or late information supplied by a client or third party.

6. Professional judgement and decision support

Our services may include analysis, recommendations, planning, project controls, automation, reporting, software outputs or other decision-support materials.

Unless expressly agreed otherwise in writing, our services do not replace the client's own professional judgement, management responsibilities or contractual decision-making.

Clients remain responsible for:

• reviewing our outputs;

• checking assumptions;

• validating information against relevant source data;

• obtaining legal or specialist professional advice where required;

• approving contractual notices and submissions;

• determining commercial positions;

• deciding whether and how to act on recommendations; and

• making final project, programme, operational and business decisions.

No recommendation, analysis or output should be treated as a guarantee of a particular project, commercial, contractual, financial or operational outcome.

7. AI, automation and digital tools

Some of our services may use artificial intelligence, automation, analytics, algorithms, software or other digital technologies.

These technologies may be used to:

• organise or structure information;

• analyse project or business data;

• summarise information;

• identify trends, risks or inconsistencies;

• automate workflows;

• produce reports;

• support project controls activities;

• improve efficiency; and

• provide decision-support outputs.

Outputs generated using automated or AI-assisted tools may be incomplete, inaccurate or dependent on the quality of information provided.

Clients are responsible for reviewing and validating relevant outputs before relying on them for important project, commercial, contractual, legal or operational decisions.

8. Client data and information

Clients may provide us with data, documents, files, project information, commercial information, programmes, reports, correspondence or other materials.

The client retains ownership of its own information.

The client grants us the limited rights necessary to access, use, process, copy, analyse, store and transmit that information where reasonably required to:

• provide the agreed services;

• perform analysis;

• create agreed deliverables;

• provide support;

• operate relevant software or systems;

• maintain security;

• troubleshoot issues;

• comply with legal obligations; and

• fulfil our contractual responsibilities.

Clients are responsible for ensuring that information supplied to us is lawful, accurate, appropriate and suitable for the intended purpose.

9. Confidentiality

Each party may receive confidential information from the other.

Confidential information includes information that:

• is marked as confidential;

• is commercially sensitive;

• relates to projects, contracts, customers, employees or suppliers;

• contains proprietary methods, systems or technology; or

• should reasonably be understood to be confidential given its nature or circumstances.

Each party must:

• protect the other party's confidential information using reasonable care;

• use confidential information only for legitimate purposes relating to the business relationship;

• disclose it only to personnel, contractors, advisers or suppliers who reasonably need access; and

• not disclose it to unauthorised third parties.

These obligations do not apply to information that:

• is publicly available through no breach of these Terms;

• was already lawfully known;

• is received lawfully from a third party;

• is independently developed without use of the confidential information; or

• must be disclosed by law, regulation, court order or competent authority.

10. Intellectual property

Unless otherwise expressly agreed in writing, Barclay Advisory retains ownership of its pre-existing intellectual property, including:

• methodologies;

• templates;

• processes;

• workflows;

• software;

• source code;

• automation tools;

• frameworks;

• models;

• algorithms;

• training materials;

• documentation;

• designs;

• reports;

• know-how;

• branding; and

• other proprietary materials.

Clients retain ownership of their own pre-existing materials and data.

Where we create bespoke deliverables for a client, ownership and usage rights may be set out in the relevant contract, Statement of Work or proposal.

Unless otherwise expressly agreed, payment for services does not transfer ownership of our underlying tools, reusable components, methodologies, software, know-how or intellectual property.

We may reuse general skills, knowledge, experience, methods, ideas and non-client-specific techniques developed while providing services, provided that we do not disclose client confidential information.

11. Third-party software and services

Our services may involve or interact with third-party software, platforms, hosting providers, analytics services, AI systems or other technology.

Third-party services are subject to their own terms, availability, security arrangements and technical limitations.

We are not responsible for the availability, performance, security or accuracy of third-party systems outside our reasonable control.

Where a client requests or approves the use of a particular third-party platform, the client remains responsible for any separate agreement or licence required for its use unless otherwise agreed.

12. Staffing and specialist resources

Where we provide consultants, contractors or specialist personnel to a client, the specific commercial and working arrangements may be set out in a separate agreement, proposal or Statement of Work.

Unless expressly agreed otherwise:

• personnel remain engaged by or through Barclay Advisory or the relevant subcontractor;

• clients must not directly engage introduced personnel in circumvention of agreed commercial arrangements;

• day rates, working hours and engagement terms will be agreed separately;

• clients are responsible for providing appropriate working conditions, access and project information; and

• personnel remain subject to applicable confidentiality, data protection and security requirements.

13. Training services

Where we provide training, workshops or capability development services:

• training content is provided for general professional development;

• materials remain our intellectual property unless otherwise agreed;

• training does not constitute legal, financial or other regulated professional advice;

• attendees remain responsible for how they apply the information provided; and

• access to training materials may be subject to restrictions on copying, distribution or reproduction.

14. Proposals and quotations

Unless expressly stated otherwise:

• proposals and quotations are valid for the period stated in the relevant document;

• estimates are based on the information available when prepared;

• scope changes may result in revised costs or delivery dates;

• additional work outside the agreed scope may be charged separately; and

• no binding engagement exists until the parties have agreed the relevant commercial terms.

15. Fees and payment

Fees may be set out in a proposal, contract, Statement of Work, Order Form, invoice or other written agreement.

Unless otherwise agreed in writing:

• fees are exclusive of VAT and other applicable taxes;

• invoices must be paid within the payment period stated on the invoice;

• if no payment period is stated, payment is due within 30 days of the invoice date;

• additional services outside the agreed scope may be charged separately;

• reasonable approved expenses may be charged to the client;

• overdue amounts may result in suspension of services; and

• we may charge interest or recover costs relating to overdue payments where permitted by law.

16. Changes to scope

Either party may propose changes to the scope of an engagement.

Changes that materially affect:

• deliverables;

• staffing;

• timescales;

• assumptions;

• responsibilities;

• fees; or

• technical requirements

should be agreed in writing.

We are not required to perform material additional work outside the agreed scope without agreement on the associated commercial and delivery implications.

17. Service availability and delivery

We will use reasonable skill and care in providing our services.

Delivery dates and milestones may depend on:

• client input;

• stakeholder availability;

• system access;

• third-party services;

• availability of relevant information;

• approvals;

• changing project conditions; and

• circumstances outside our reasonable control.

Unless expressly guaranteed in a signed agreement, dates and timelines are estimates rather than absolute guarantees.

18. Security

We use reasonable technical and organisational measures designed to protect our systems and information.

Clients are responsible for:

• controlling access to their own systems;

• providing appropriate user permissions;

• protecting login credentials;

• maintaining suitable cybersecurity arrangements;

• controlling information shared with us; and

• notifying us promptly of suspected security incidents relevant to our services.

No electronic or online system can be guaranteed to be completely secure.

19. Data protection

Each party must comply with applicable data protection law.

Our Privacy Policy explains how we process personal data where we act as controller.

Where we process personal data on behalf of a client, a separate Data Processing Agreement may apply where required.

Clients are responsible for ensuring that personal data provided to us has been collected and disclosed lawfully.

20. Subcontractors

We may use employees, contractors, consultants, affiliates or specialist suppliers to help deliver our services.

We remain responsible for managing our delivery obligations subject to the terms of the relevant agreement.

Where appropriate, subcontractors may be required to comply with confidentiality, security and data protection obligations.

21. Non-solicitation

Where we introduce personnel, contractors or consultants to a client, the client must not knowingly circumvent Barclay Advisory by directly engaging those individuals outside our agreed commercial arrangements during the engagement or for a reasonable period afterwards where a separate agreement contains such restrictions.

Any specific non-solicitation period or fee should be set out in the applicable client agreement or Statement of Work.

22. Suspension

We may suspend or restrict services where we reasonably believe:

• there is a security risk;

• continued work would breach the law;

• the client has materially breached an agreement;

• invoices remain overdue;

• the client has failed to provide information or access reasonably required to perform the services;

• continued delivery could expose us, the client or a third party to significant risk; or

• the client's use of our systems or services is abusive, unlawful or materially outside the agreed scope.

Where reasonably practicable, we will notify the client before or promptly after suspension.

23. Termination

An engagement may be terminated in accordance with the relevant agreement, proposal, Statement of Work or other agreed terms.

We may terminate services immediately where:

• the client materially breaches the applicable terms and fails to remedy the breach where capable of remedy;

• fees remain unpaid following appropriate notice;

• continued performance would create a serious legal or security risk;

• the client becomes insolvent or ceases trading; or

• we are legally required to terminate the relationship.

Termination does not affect rights or obligations that arose before termination.

Any outstanding fees for services already performed remain payable.

24. Disclaimers

We will provide our services with reasonable skill and care.

However, unless expressly agreed otherwise, we do not guarantee that:

• all recommendations or outputs will be error-free;

• every project risk, delay or commercial issue will be identified;

• information provided by clients or third parties will be accurate or complete;

• third-party systems will remain continuously available;

• automated or AI-assisted outputs will always be accurate;

• project programmes or submissions will be accepted by third parties;

• particular commercial entitlements will be achieved; or

• use of our services will produce any specific financial, project or operational outcome.

Our services should be considered alongside appropriate professional judgement and verification.

25. Liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability for:

• death or personal injury caused by negligence;

• fraud; or

• fraudulent misrepresentation.

Subject to the above and unless otherwise agreed in a signed contract, Barclay Advisory will not be liable for:

• indirect or consequential loss;

• loss of anticipated profits;

• loss of revenue;

• loss of business opportunities;

• loss of anticipated savings;

• loss of goodwill;

• losses caused by inaccurate or incomplete client information;

• losses resulting from third-party systems;

• contractual penalties imposed on a client;

• rejected project or contractual submissions;

• unsuccessful claims;

• decisions made by a client based on recommendations or outputs without appropriate review; or

• events outside our reasonable control.

Unless otherwise agreed in writing, our total aggregate liability arising from a particular engagement will not exceed the total fees paid or payable to Barclay Advisory for that engagement during the 12 months preceding the event giving rise to the claim.

26. Indemnity

To the extent permitted by law, a client is responsible for losses, claims or liabilities arising from:

• unlawful information or materials supplied by the client;

• instructions given by the client that breach applicable law;

• unauthorised use of our services;

• infringement of third-party rights caused by client-supplied materials;

• misuse of our deliverables;

• client systems or integrations outside our control; or

• the client's failure to comply with its own legal, contractual, regulatory or data protection obligations.

Any specific indemnity provisions in a signed agreement will take precedence over this section.

27. Force majeure

We will not be liable for delay or failure to perform caused by circumstances outside our reasonable control.

These may include:

• supplier failures;

• internet or hosting outages;

• cyber incidents;

• power failures;

• industrial disputes;

• natural disasters;

• war;

• terrorism;

• pandemic;

• government action;

• changes in law; or

• other comparable events outside our reasonable control.

28. Assignment

Clients may not transfer or assign their rights or obligations under an engagement without our prior written consent, unless otherwise agreed.

We may assign, transfer or subcontract relevant rights or obligations as part of:

• a restructuring;

• merger;

• acquisition;

• financing;

• sale of business or assets;

• change of control; or

• use of suppliers required to support our services.

29. Third-party rights

Unless expressly stated otherwise, a person who is not a party to an agreement between Barclay Advisory and a client has no right to enforce its terms.

30. Entire agreement

Where a signed agreement applies, that agreement together with documents expressly incorporated into it will normally constitute the agreement between the parties relating to the relevant services.

Neither party should rely on statements or representations that are not included in the agreed contractual documents, except where liability for such statements cannot lawfully be excluded.

31. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect.

32. Waiver

A failure or delay by either party to enforce a right does not automatically waive that right.

33. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction over disputes arising from these Terms unless a separate signed agreement provides otherwise.

34. Changes to these Terms

We may update these Terms from time to time to reflect changes to:

• our services;

• business operations;

• technology;

• suppliers;

• legal requirements; or

• commercial arrangements.

The effective date at the top of these Terms indicates when the current version took effect.

Where appropriate, we may take reasonable steps to notify affected clients or users of material changes.

35. Contact us

For questions about these Terms, contact:

BARCLAY ADVISORY SERVICES LTD
Belmont Suite, Paragon Business Park
Chorley New Road
Horwich
Bolton
United Kingdom
BL6 6HG

Company number: 16006462
Email: info@barclayas.co.uk