Terms of Engagement

1. Introduction

These Terms of Engagement ("Terms") govern the provision of consultancy services by Lewis@WGC Limited ("Consultant", "we", "our", or "us") to clients ("Client", "you", or "your"). By engaging our services, you agree to be bound by these Terms.

2. Scope of Services

The specific services to be provided will be outlined in a separate Statement of Work or Engagement Letter, which will include:

• Detailed description of deliverables
• Project timeline and milestones
• Fee structure and payment terms
• Specific responsibilities of both parties

3. Fees and Payment

Fee Structure: Fees will be agreed upon in writing before commencement of services and may be based on:

• Fixed project fees
• Time-based billing (hourly or daily rates)
• Retainer arrangements
• Success-based or performance-linked fees

Payment Terms: Unless otherwise agreed, invoices are payable within 30 days of the invoice date. Late payments may incur interest at a rate of 8% per annum above the Bank of England base rate.

Expenses: Reasonable expenses incurred in delivering services (travel, accommodation, materials) will be recharged to the Client with prior approval.

4. Client Responsibilities

To enable effective delivery of services, the Client agrees to:

• Provide timely access to relevant information, data, and personnel
• Designate a primary point of contact for the engagement
• Provide feedback and approvals within agreed timeframes
• Ensure necessary internal resources and support are available
• Make timely decisions required for project progression

5. Confidentiality

Both parties acknowledge that confidential information may be disclosed during the engagement. We agree to:

• Maintain strict confidentiality of all Client information
• Use confidential information solely for the purpose of delivering services
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon request or termination

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

6. Intellectual Property

Client Materials: All pre-existing materials provided by the Client remain the Client's property.

Deliverables: Upon full payment of fees, the Client will own the specific deliverables created exclusively for them as part of the engagement.

Consultant Tools and Methodologies: We retain ownership of our proprietary methodologies, frameworks, tools, and pre-existing intellectual property used in delivering services.

7. Limitation of Liability

Our services consist of professional advice and recommendations. Implementation decisions and outcomes remain the Client's responsibility.

To the fullest extent permitted by law, our total liability for any claims arising from an engagement shall not exceed the total fees paid by the Client for that specific engagement.

We shall not be liable for any indirect, consequential, or special damages, including loss of profits, revenue, or business opportunities.

8. Termination

Either party may terminate an engagement with 30 days' written notice. Upon termination:

• The Client shall pay for all services rendered up to the termination date
• We will deliver all completed work and return Client materials
• Confidentiality obligations continue indefinitely
• Outstanding invoices remain payable

Immediate termination may occur if either party materially breaches these Terms and fails to remedy the breach within 14 days of written notice.

9. Professional Standards

We adhere to the highest professional and ethical standards in delivering our services. Our consultants maintain relevant professional memberships and certifications, including MCIPS (Member of the Chartered Institute of Procurement & Supply).

10. Conflicts of Interest

We will disclose any potential conflicts of interest before commencing an engagement. We maintain appropriate information barriers to manage conflicts and protect Client confidentiality when serving multiple clients in the healthcare sector.

11. Insurance

We maintain professional indemnity insurance appropriate to the nature and scale of our consultancy services. Details of our insurance coverage are available upon request.

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising from these Terms or an engagement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. Amendments

These Terms may be amended only by written agreement signed by both parties. Any amendments to the scope, fees, or timeline of a specific engagement must be documented in writing.