Terms & Conditions

These Terms and Conditions ("Terms") govern the relationship between Vioren Consulting ("we", "us", "our") and the individual or business ("Client", "you") engaging our services. By instructing Vioren Consulting — whether verbally, in writing, or by accepting a proposal — you agree to be bound by these Terms in full.

Please read these Terms carefully before engaging our services. If you do not agree with any part of these Terms, you should not proceed with the engagement.

In these Terms, the following words and phrases have the meanings set out below:

Vioren Consulting provides a range of consulting and implementation services to businesses, including but not limited to:

• Business systems design and automation
• Lead conversion and CRM strategy
• Operational analysis and process optimisation
• Custom internal tools and workflow development
• Strategic advisory and business consulting
• Digital transformation planning and execution

The specific nature and scope of Services delivered in any engagement are determined by the Proposal and Scope of Work agreed between the parties. Services not explicitly included in a Proposal are not included in the engagement.

Vioren Consulting reserves the right to decline or discontinue any engagement that falls outside its area of expertise or conflicts with its values and professional standards.

Each engagement begins with the Client's acceptance of a Proposal issued by Vioren Consulting. Acceptance may be expressed by written confirmation, payment of a deposit, or commencement of work by either party following receipt of the Proposal.

The Scope of Work defines what will be delivered, how it will be delivered, and the timeframe within which delivery is expected. Any work requested by the Client that falls outside the agreed Scope of Work constitutes a change to the engagement and will require a separate written agreement and, where applicable, additional Fees.

Scope creep: Vioren Consulting will not carry out work that is materially beyond the agreed Scope of Work without first issuing a revised Proposal or change order. Requests for additional work should be made in writing and will be responded to within five Working Days.

The Client agrees to:

• Provide accurate, complete, and timely information, materials, and access required for Vioren Consulting to perform the Services;
• Designate a primary point of contact who has authority to make decisions on behalf of the Client;
• Respond to requests for feedback, approvals, or information within five Working Days unless otherwise agreed;
• Ensure that all content, data, or materials supplied to Vioren Consulting are owned by the Client or that the Client has the right to use them;
• Not share, reproduce, or permit third-party access to Deliverables during the engagement without prior written consent from Vioren Consulting;
• Pay all Fees in accordance with the agreed payment terms;
• Notify Vioren Consulting promptly of any changes to the Client's business that may materially affect the engagement.

Delays caused by the Client: If the Client fails to provide information, approvals, or materials within the timeframes set out above, Vioren Consulting reserves the right to adjust delivery timelines accordingly, and such delays shall not constitute a breach by Vioren Consulting. Vioren Consulting will not be liable for any losses arising from delays caused by the Client's failure to fulfil its obligations under this clause.

The quality and effectiveness of Services delivered by Vioren Consulting are materially dependent on the accuracy and completeness of information provided by the Client. Vioren Consulting accepts no responsibility for outcomes that result from incomplete, inaccurate, or misleading information supplied by the Client.

Fees for each engagement are set out in the applicable Proposal. All Fees are quoted exclusive of Value Added Tax (VAT), where applicable. Where Vioren Consulting is VAT-registered, VAT will be added to invoices at the prevailing rate.

Deposit: Unless otherwise stated in the Proposal, a non-refundable deposit of 50% of the total engagement Fee is payable upon acceptance of the Proposal and before work commences. No work will begin until the deposit has been received and cleared.

Balance payment: The remaining balance is payable as set out in the Proposal. For fixed-price engagements, this is typically upon delivery of the final Deliverable. For phased engagements, payment milestones will be set out in the Proposal.

Payment method: Invoices are payable by bank transfer to the account details provided on the invoice. Payment must be received within 14 days of the invoice date unless otherwise agreed in writing.

Late payment: Vioren Consulting reserves the right to charge interest on overdue invoices at a rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Vioren Consulting also reserves the right to suspend work on any engagement where payment is overdue.

Where timelines are included in a Proposal or Scope of Work, they are provided as reasonable estimates based on the information available at the time of scoping. They are not contractual guarantees.

Actual delivery timelines may be affected by factors including but not limited to: the complexity of work discovered during the engagement, delays in receiving information or approvals from the Client, third-party platform or tool limitations, and any changes to scope requested by the Client.

Vioren Consulting will communicate proactively where delivery timelines are expected to shift materially, and will work in good faith to complete engagements within the timeframes discussed. Where timeline changes are caused by the Client, Vioren Consulting will notify the Client in writing and revise the expected delivery date accordingly.

Vioren Consulting does not accept liability for losses arising from delayed delivery where those delays are attributable to the Client, third-party services, or circumstances outside Vioren Consulting's reasonable control.

Vioren Consulting will apply professional skill, care, and expertise to every engagement. However, we cannot and do not guarantee specific business outcomes, including but not limited to:

• Increases in revenue, bookings, leads, or conversions;
• Reductions in operational cost or staff time;
• Specific return on investment;
• System performance metrics or uptime levels (where dependent on third-party platforms);
• Any particular business result arising from the implementation of Deliverables.

Business outcomes depend on a wide range of variables that are beyond Vioren Consulting's control, including the quality of the Client's existing operations, market conditions, the Client's implementation of recommendations, and staff adoption of delivered systems.

Any case studies, examples, or projections shared by Vioren Consulting during the sales process are indicative only and represent results achieved by other clients in different circumstances. They do not constitute a representation or guarantee of results for any specific Client.

The Client acknowledges that the value of Vioren Consulting's Services lies in the quality of the design, strategy, and implementation — and that commercial outcomes will depend substantially on the Client's own business environment and execution.

Client ownership of Deliverables: Upon receipt of full payment of all Fees due under an engagement, Vioren Consulting assigns to the Client full ownership of the Deliverables produced specifically for that Client under the Scope of Work. This assignment does not extend to any underlying tools, frameworks, methodologies, templates, or processes developed or owned by Vioren Consulting that have been used or adapted in the course of producing the Deliverables.

Vioren Consulting's retained rights: Vioren Consulting retains all rights in and to its pre-existing intellectual property, including proprietary frameworks, methodologies, processes, systems architecture, templates, and know-how, regardless of whether these have been applied in the course of an engagement.

Licence prior to full payment: Prior to receipt of full payment, the Client is granted a limited, non-exclusive, non-transferable licence to use Deliverables for the purposes agreed in the Scope of Work. This licence is revocable if payment is not received in accordance with these Terms.

Client materials: The Client retains all intellectual property rights in materials, data, and content supplied to Vioren Consulting. The Client grants Vioren Consulting a limited licence to use such materials solely for the purpose of performing the Services.

Portfolio use: Unless the Client requests otherwise in writing, Vioren Consulting may reference the engagement in its marketing materials (e.g. "we have worked with businesses in sector X") without disclosing confidential information or identifying the Client by name.

Both parties acknowledge that, in the course of an engagement, they may have access to confidential information belonging to the other party. Each party agrees:

• To hold the other party's confidential information in strict confidence;
• Not to disclose confidential information to any third party without the disclosing party's prior written consent;
• To use confidential information only for the purposes of performing obligations under the Agreement;
• To take reasonable steps to protect the confidential information from unauthorised access or disclosure.

"Confidential information" means any information identified as confidential by the disclosing party, or that a reasonable person would understand to be confidential in the circumstances, including business strategies, financial data, client lists, system designs, and Deliverables.

This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available other than through a breach of this clause; (b) was already in the receiving party's possession before disclosure; (c) is independently developed by the receiving party without reference to the confidential information; or (d) must be disclosed by law or regulation.

This confidentiality obligation survives the termination or expiry of the Agreement for a period of three years.

Cap on liability: Vioren Consulting's total aggregate liability to the Client under or in connection with an Agreement — whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total Fees paid by the Client to Vioren Consulting in respect of the engagement from which the claim arises.

Excluded losses: To the fullest extent permitted by law, Vioren Consulting shall not be liable to the Client for any:

• Loss of revenue, profit, or anticipated savings;
• Loss of business, contracts, or commercial opportunity;
• Loss of data or corruption of data;
• Reputational or goodwill damage;
• Indirect, consequential, or special loss of any kind,

whether or not such losses were foreseeable or Vioren Consulting had been advised of their possibility.

No exclusion for fraud or death: Nothing in these Terms limits or excludes Vioren Consulting's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

Third-party platforms: Vioren Consulting is not liable for failures, outages, changes in pricing or functionality, or discontinuation of third-party software platforms, tools, or services used in the course of delivering Services or incorporated into Deliverables. The Client accepts responsibility for maintaining any third-party software licences required for the ongoing use of Deliverables.

Client-caused issues: Vioren Consulting is not liable for any loss, damage, or failure arising from the Client's misuse of Deliverables, the Client's failure to follow implementation guidance, or the Client's alteration of Deliverables after delivery.

Vioren Consulting provides professional services that involve substantial time, expertise, and resource commitment. Our refund policy reflects the nature of bespoke service engagements.

Deposits: All deposits are strictly non-refundable, regardless of circumstances. The deposit compensates Vioren Consulting for the time allocated, preparation work undertaken, and any resources committed in anticipation of the engagement.

Mid-engagement cancellations: If the Client cancels an engagement after work has commenced, the Client is liable for:

• All Fees invoiced and paid to date;
• Fees for work completed or substantially completed at the point of cancellation, calculated pro-rata against the total agreed Fee;
• Any third-party costs incurred by Vioren Consulting on behalf of the Client that cannot be recovered.

In such cases, any overpayment by the Client beyond work completed will be refunded within 14 Working Days of the final account being settled.

Dissatisfaction: Where a Client is dissatisfied with any aspect of delivered work, they should raise this with Vioren Consulting in writing within 10 Working Days of delivery. Vioren Consulting will review concerns in good faith and, where appropriate, offer reasonable revisions within the agreed Scope of Work. Dissatisfaction alone does not entitle the Client to a refund where Services have been delivered in accordance with the agreed Scope of Work.

Failure to deliver: In the event that Vioren Consulting is unable to deliver Services as agreed due to circumstances within its control, we will either complete the outstanding work or issue a pro-rata refund for undelivered elements. This is the Client's sole remedy in such circumstances.

Termination by the Client: The Client may terminate an engagement by providing written notice to Vioren Consulting. In such cases, the Client remains liable for all Fees due for work completed or committed to at the point of termination, including the non-refundable deposit. Vioren Consulting will invoice for work completed upon receipt of notice.

Termination by Vioren Consulting: Vioren Consulting may terminate an engagement immediately by written notice if:

• The Client fails to make payment within 14 days of a payment becoming overdue;
• The Client commits a material breach of these Terms that is not remedied within 10 Working Days of written notice;
• The Client becomes insolvent, enters administration, or makes arrangements with creditors generally;
• Continuing the engagement would, in Vioren Consulting's reasonable opinion, require Vioren Consulting to act unlawfully or unethically.

Upon termination by Vioren Consulting for the Client's default, all outstanding Fees for work completed become immediately due and payable.

Effect of termination: Clauses relating to intellectual property, confidentiality, limitation of liability, and governing law shall survive the termination of any Agreement.

Vioren Consulting processes personal data in accordance with UK GDPR and the Data Protection Act 2018. Our full Privacy Policy, which sets out how we collect, use, and protect personal data, is available at viorenconsulting.com/privacy.

Where the Client provides personal data relating to third parties (such as employees or customers) as part of an engagement, the Client warrants that they have the necessary authority or consent to share such data and that its use by Vioren Consulting for the purposes of the engagement complies with applicable data protection law.

Where Vioren Consulting processes personal data on behalf of the Client as a data processor, the parties will enter into such additional data processing agreements as are required by applicable law.

In the event of a dispute arising from or in connection with an Agreement, both parties agree to use reasonable endeavours to resolve the matter through good-faith negotiation before pursuing formal legal proceedings.

Disputes should be raised in writing to viorenconsulting@gmail.com. Vioren Consulting will acknowledge the dispute within five Working Days and engage in discussions to seek a resolution.

If a dispute cannot be resolved informally within 30 days, either party may refer the matter to mediation before a mutually agreed mediator. The cost of mediation will be shared equally between the parties unless the mediator determines otherwise.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from the courts where necessary to protect its interests.

Governing law: These Terms and any Agreement entered into under them shall be governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

Entire agreement: These Terms, together with the applicable Proposal and Scope of Work, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements relating to the subject matter.

Variation: No variation to these Terms is effective unless made in writing and signed by authorised representatives of both parties.

Severability: If any provision of these Terms is found to be invalid, unenforceable, or illegal by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Assignment: The Client may not assign, transfer, or sub-contract any of its rights or obligations under these Terms without the prior written consent of Vioren Consulting. Vioren Consulting may sub-contract elements of the Services to trusted third parties without prior consent, provided this does not materially affect the quality of delivery.

Force majeure: Vioren Consulting shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including natural events, government action, telecommunications failure, or platform outages.

Updates to these Terms: Vioren Consulting may update these Terms from time to time. The version applicable to any engagement is the version in force at the time the Proposal is accepted. Clients will be notified of material changes to Terms prior to any new engagement.

If you have any questions about these Terms or any aspect of your engagement with Vioren Consulting, please contact us:

Vioren Consulting
Email: viorenconsulting@gmail.com

We will respond to all written enquiries within five Working Days.