Terms of Engagement

1. Our services

1.1 Scope. We provide strategic consultancy services in relation to AI governance, risk and organisational strategy, as described in the relevant Engagement Letter. The Engagement Letter will describe our scope of work, deliverables and any assumptions or limitations.

1.2 No legal advice. We are not a law firm and we do not provide reserved legal services. Our services, including any comments on laws, regulations or regulatory practice, are for governance and strategic purposes only and do not constitute formal legal advice. You should obtain jurisdiction-specific legal advice from qualified lawyers before taking or refraining from action based on our work.

1.3 Standard of care. We will perform our services with reasonable care and skill, in accordance with these Terms and with the professional standards described in our Professional Standards statement.

2. Your responsibilities

2.1 Information and cooperation. You will provide us with timely access to relevant information, personnel and systems as reasonably required for the engagement. You are responsible for the accuracy and completeness of information you provide.

2.2 Decisions and implementation. You remain responsible for all decisions relating to your business, including whether and how to implement our recommendations. You should not rely solely on our reports or advice as the basis for decisions without considering your wider context, other professional advice and internal governance processes.

2.3 Third-party rights. Where you share with us information relating to third parties (including employees, customers or users), you are responsible for ensuring you have a lawful basis to do so under applicable data protection laws.

3. Confidentiality and data protection

3.1 Confidentiality. We will keep your confidential information confidential and will not disclose it to third parties except as permitted in these Terms, as required by law, or with your consent. We may share information with our professional advisers and service providers on a need-to-know basis, subject to confidentiality obligations.

3.2 Data protection. Each party will comply with applicable data protection laws, including UK GDPR and, where relevant, EU GDPR. Our processing of personal data as a controller is described in our Privacy Policy. If in a particular engagement we act as a processor on your behalf, we will enter into appropriate data processing terms.

3.3 Minimisation. We encourage you to provide us with minimised or anonymised data where possible, and we may decline to receive certain categories of data if we consider the risks to be disproportionate.

4. Use of AI and third-party tools

4.1 Tools. We may use AI-enabled and cloud-based tools (including providers such as OpenAI, Anthropic and Google Cloud) to support our work, for example for research, drafting and collaboration. We will use these tools in a way that is consistent with our confidentiality and data protection obligations.

4.2 Configuration and safeguards. We will take reasonable steps to configure such tools to reduce unnecessary data sharing, prevent the use of your confidential information for provider training where possible, and protect privacy and security.

4.3 Third-party terms. Use of your own systems or third-party tools in connection with our work may be subject to their terms and policies, which you remain responsible for reviewing and complying with.

5. Intellectual property

5.1 Our materials. Unless otherwise agreed in the Engagement Letter, we retain ownership of all intellectual property rights in our pre-existing materials, methodologies, tools and know-how, as well as any general techniques or frameworks developed in the course of an engagement.

5.2 Licence. Subject to payment of applicable fees, we grant you a non-exclusive, non-transferable licence to use deliverables we create for you for your internal business purposes and as permitted in the Engagement Letter.

5.3 Third-party materials. Where our work incorporates third-party materials (for example, standards, frameworks or publications), your use of those materials may be subject to additional terms set by those third parties.

6. Liability

6.1 Cap on liability. Our total aggregate liability to you arising out of or in connection with a particular engagement (whether in contract, tort, negligence or otherwise) will be as agreed in the relevant Engagement Letter, having regard to the nature of the work and our applicable insurance cover.

6.2 Exclusions. To the fullest extent permitted by law, we will not be liable for:

Loss of profits, revenue, business, contracts, opportunity or anticipated savings.

Loss of or damage to data (other than where directly caused by our breach and not otherwise recoverable).

Indirect or consequential loss or damage of any kind.

6.3 No exclusion for fraud etc. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

6.4 Reliance. Our services are provided for your benefit only, and you may not permit any third party to rely on our work without our prior written consent and, where relevant, an agreed responsibility statement.

7. Term, suspension and termination

7.1 Term. Each engagement begins on the start date specified in the Engagement Letter and continues until completion of the services, unless terminated earlier in accordance with this section.

7.2 Suspension. We may suspend work if you fail to provide necessary information, co-operation or payments, or if we reasonably believe continued work would breach law or professional standards.

7.3 Termination. Either party may terminate an engagement by written notice if the other commits a material breach that is not remedied within a reasonable period, or becomes insolvent. You may terminate an engagement for convenience on written notice, subject to payment for work done to the date of termination and any non-cancellable commitments.

7.4 Consequences. On termination, we will cease work and invoice for services performed and expenses incurred up to the termination date. Clauses relating to confidentiality, data protection, intellectual property, liability, and governing law will continue in force.

8. Publicity and references

8.1 Use of names. We will not publicly refer to you as a client, or describe the nature of our work for you, without your consent, except where such information is already public or where disclosure is required by law.

8.2 Case studies. With your consent, we may develop anonymised or named case studies describing our work, focusing on governance approaches and outcomes rather than confidential details.

8.3 Your references. You may refer to Tollivar as your adviser in public materials, provided such references are accurate, not misleading and do not imply that we are a regulated law firm or that we endorse positions beyond our agreed work.

9. Complaints and dispute resolution

9.1 Complaints. If you have concerns about our services, please raise them with your main Tollivar contact or via [insert complaints email]. We will review and respond in good faith.

9.2 Escalation. If the matter is not resolved, senior leadership within Tollivar will review the complaint and seek an appropriate resolution, which may include further explanation, remedial work or other proportionate steps.

9.3 Mediation. Before commencing court proceedings (other than for urgent injunctive relief), the parties will consider in good faith whether a structured negotiation or mediation may assist in resolving the dispute.

10. Governing law and jurisdiction

10.1 Governing law. These Terms, any Engagement Letter, and any non-contractual obligations arising out of or in connection with them are governed by English law.

10.2 Jurisdiction. The courts of England and Wales will have exclusive jurisdiction to settle any dispute arising out of or in connection with our engagement, subject to the parties' prior consideration of mediation as set out above.

11. General

11.1 Entire agreement. Each Engagement Letter together with these Terms constitutes the entire agreement between you and us in relation to the relevant engagement, and supersedes any prior understandings relating to its subject matter, other than fraudulent misrepresentation.

11.2 Variations. Any changes to these Terms or to an Engagement Letter must be agreed in writing.

11.3 No partnership. Our engagement does not create a partnership, joint venture or employment relationship between us.

11.4 Assignment. You may not assign or transfer your rights or obligations under an engagement without our prior written consent. We may involve appropriately qualified subcontractors, remaining responsible for their work.

11.5 Notices. Formal notices under the engagement must be in writing and sent to the addresses specified in the Engagement Letter (or as updated in writing).