Consultancy Terms of Business

Effective date: 11 September 2026

These Consultancy Terms of Business (the Terms) apply to consultancy services supplied by Copernicus International Consulting Ltd, company number 06941196, of 1 Worsley Court, High Street, Manchester M28 3NJ (Copernicus, we, us or our) to business customers (Client, you or your).

Copernicus can be contacted at [email protected]. These Terms apply to services promoted through www.copernicus-consulting.com, except where an alternative written agreement expressly states otherwise.

1. Scope and status

1.1 These Terms apply solely to business-to-business engagements. Copernicus does not contract under these Terms with consumers.

1.2 Each engagement will be described in a written proposal, quotation, statement of work, letter of engagement, purchase order accepted by Copernicus, or other written document agreed by Copernicus (each a Proposal). The Proposal and these Terms together form the agreement between Copernicus and the Client (the Agreement).

1.3 An Agreement becomes binding only when Copernicus confirms acceptance of the Proposal or other agreed scope in writing, or begins providing the Services with the Client’s written authority. Website content, an enquiry, a discussion, a budget estimate, or an unsigned proposal does not by itself create a binding contract.

1.4 If there is any conflict between these Terms and a Proposal, the Proposal will prevail, but only to the extent of the conflict.

1.5 Any terms proposed by the Client, including in a purchase order, portal, email, or other document, are excluded unless Copernicus expressly agrees to them in writing signed by an authorised representative.

2. Services and project delivery

2.1 Copernicus will provide the consultancy, research, market-entry, trade-development, lead-generation, strategy, training, presentation, report, advisory, or related services described in the Proposal (the Services) with reasonable skill and care.

2.2 Any timetable, milestone, delivery date, estimate, forecast, or indication of effort is an estimate unless the Proposal expressly states that it is binding. Time is not of the essence.

2.3 Copernicus may use employees, associates, subcontractors, specialist advisers, overseas researchers, data providers, and other third parties to help provide the Services. Copernicus remains responsible for managing the Services, subject to the limits of liability in these Terms.

2.4 Copernicus may make reasonable changes to the method, personnel, format, sources, or delivery approach where this does not materially reduce the agreed scope or value of the Services.

2.5 Any additional work, change in scope, delay caused by the Client, additional meetings, additional revisions, or work outside the agreed scope may be charged separately. Copernicus will, where reasonably practicable, notify the Client of the likely effect on fees, timetable, or deliverables before undertaking material additional work.

3. Client responsibilities

3.1 The Client must provide complete, accurate, timely, and lawful information, instructions, access, approvals, and cooperation reasonably required for Copernicus to provide the Services.

3.2 The Client warrants that it has the right to provide all information, materials, data, personal data, branding, intellectual property, and instructions supplied to Copernicus, and that Copernicus’s use of them in delivering the Services will not infringe third-party rights or breach applicable law.

3.3 The Client remains responsible for decisions it makes, actions it takes, and implementation of any recommendation, report, strategy, introduction, contact, lead, or other output arising from the Services.

3.4 Copernicus is not responsible for delay, reduced quality, additional cost, or failure to perform to the extent caused by the Client’s act, omission, delay, inaccurate information, failure to obtain approvals, or failure to provide reasonable cooperation.

4. Fees, expenses and payment

4.1 Fees, deposits, payment stages, currencies, expenses, and invoicing arrangements will be set out in the Proposal or otherwise agreed in writing. Unless stated otherwise, fees are exclusive of VAT and other applicable taxes, which will be added where chargeable.

4.2 Copernicus may require a deposit before beginning work. Deposits and staged payments are payable on the dates or milestones specified in the Proposal.

4.3 Where no payment date is specified, invoices are due within 14 days of the invoice date.

4.4 The Client must pay invoices in full, in cleared funds, without deduction, set-off, withholding, counterclaim, or bank charge, except where required by law.

4.5 Copernicus may charge interest on overdue sums at 8% per annum above the Bank of England base rate, calculated daily, or may claim statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, at Copernicus’s option. This does not affect any other right or remedy.

4.6 The Client must reimburse reasonable out-of-pocket expenses properly incurred in connection with the Services, including agreed travel, accommodation, subsistence, venue, translation, specialist data, third-party research, software, and communications costs. Where an administration charge of 5% applies to expenses, it will be stated in the Proposal or agreed in writing.

4.7 Copernicus may suspend work, withhold deliverables, or require payment in advance if an invoice is overdue, the Client’s creditworthiness reasonably gives cause for concern, or the Client materially breaches the Agreement. The Client remains liable for fees and costs incurred up to suspension.

5. Cancellation, postponement and clean-break fee

5.1 The Client may cancel or postpone an agreed project only by giving written notice to Copernicus.

5.2 The Client must pay all direct costs, commitments, and expenses incurred or committed by Copernicus up to the date of cancellation or postponement, including costs owed to third-party suppliers, associates, subcontractors, researchers, venues, travel providers, and specialist providers.

5.3 In addition to the direct costs described above, Copernicus may charge the following cancellation or postponement fee, calculated by reference to the total agreed project fee:

• up to 50% of the agreed project fee where cancellation or postponement is notified on or before 10 working days before the scheduled project start date; and
• up to 100% of the agreed project fee where cancellation or postponement is notified fewer than 10 working days before the scheduled project start date.

5.4 If the Client cancels a project after implementation has begun, Copernicus may charge a clean-break fee of up to 50% of the unbilled balance of the agreed project fee, in addition to fees for work completed and direct costs incurred or committed. Copernicus will take reasonable account of work not required as a result of cancellation and reasonable cost savings actually achieved.

5.5 The parties may agree in writing to reschedule or vary a project. Any agreement to do so does not waive Copernicus’s right to recover reasonable costs and fees arising from the change.

5.6 Unless Copernicus agrees otherwise in writing, any refund or credit due will be provided by credit note against future Copernicus services rather than as a cash payment.

6. Confidentiality

6.1 Each party must keep confidential all non-public information received from the other party in connection with the Agreement, including commercial, financial, technical, operational, research, customer, supplier, pricing, business-plan, trade, and project information (Confidential Information).

6.2 A receiving party may use Confidential Information only as necessary to perform or receive the Services, and may disclose it only to its personnel, professional advisers, associates, subcontractors, and suppliers who need to know it and who are bound by confidentiality obligations no less protective than those in this clause.

6.3 Confidential Information does not include information that the receiving party can demonstrate: is or becomes public other than through breach of this Agreement; was lawfully known before disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the disclosing party’s Confidential Information.

6.4 A party may disclose Confidential Information where required by law, court order, stock-exchange rule, or regulator, provided that, where legally permitted, it gives the other party reasonable advance notice.

6.5 This clause survives termination of the Agreement for five years, except that trade secrets must remain confidential for so long as they remain trade secrets under applicable law.

7. Intellectual property and use of deliverables

7.1 All intellectual-property rights in Copernicus’s pre-existing materials, methodologies, templates, frameworks, models, know-how, databases, software, tools, working papers, processes, branding, and materials developed independently of the specific engagement remain owned by Copernicus or its licensors (Copernicus Materials).

7.2 Subject to full payment of all amounts due, Copernicus grants the Client a non-exclusive, non-transferable, royalty-free licence to use the final deliverables supplied under the Agreement for the Client’s internal business purposes and for the project purpose described in the Proposal.

7.3 Subject to clause 7.4, the Client may share final deliverables with its group companies, employees, professional advisers, funders, investors, lenders, and named third parties where reasonably necessary for the Client’s internal business purposes or the agreed project purpose. The Client must ensure that recipients do not use the deliverables outside that purpose, publish them, commercially exploit them, or rely on them without Copernicus’s written consent.

7.4 The Client must not, without Copernicus’s prior written consent: sell, license, publish, distribute, reproduce for commercial resale, adapt, or make available any deliverable or Copernicus Materials to the public; remove attribution or proprietary notices; use the materials to create a competing product or service; or permit reliance by an unapproved third party.

7.5 Unless the Proposal expressly provides otherwise, Copernicus retains ownership of all intellectual-property rights in the deliverables and grants the licence in clause 7.2 rather than assigning ownership to the Client.

7.6 Copernicus may reuse its general skills, ideas, experience, methods, know-how, and anonymised learning gained during an engagement, provided it does not disclose the Client’s Confidential Information.

7.7 Copernicus may identify the Client as a client and use the Client’s name and logo in marketing materials, credentials, proposals, presentations, website content, and case studies, and may publish anonymised case-study material, unless the Client notifies Copernicus in writing before the relevant engagement begins that this is not permitted. Copernicus will not disclose Confidential Information in doing so.

8. Data protection

8.1 Each party must comply with applicable data-protection law, including the UK GDPR and the Data Protection Act 2018, in respect of personal data processed in connection with the Agreement.

8.2 The parties acknowledge that, depending on the Services, each may act as an independent controller of personal data it processes for its own purposes. If Copernicus is required to process personal data solely on the Client’s documented instructions as processor, the parties will enter into appropriate written data-processing terms before that processing begins.

8.3 The Client must ensure that it has a lawful basis and all necessary notices, permissions, and consents to provide personal data to Copernicus and to instruct Copernicus to process it.

8.4 Copernicus’s handling of personal data supplied through its website or otherwise in connection with enquiries is governed by its Privacy Policy, as updated from time to time.

9. Research, advice and professional disclaimers

9.1 The Services and deliverables are prepared for the Client’s agreed project purpose and on the basis of information available at the relevant time. Research may include information supplied by the Client, public sources, third-party data providers, interviews, contacts, associates, overseas researchers, and other sources that Copernicus reasonably considers appropriate.

9.2 Copernicus will use reasonable skill and care in selecting and assessing sources, but does not warrant that information, data, contacts, market conditions, laws, regulations, prices, forecasts, or third-party statements are complete, current, accurate, error-free, or suitable for all purposes. Conditions may change after delivery.

9.3 Unless expressly agreed in writing and carried out by an appropriately authorised professional, Copernicus does not provide legal, tax, accounting, audit, financial, investment, insurance, customs, sanctions, export-control, immigration, regulatory-approval, certification, product-safety, employment, or other regulated professional advice.

9.4 The Client must obtain its own specialist advice and conduct its own due diligence before acting on any matter involving law, tax, customs, tariffs, sanctions, export controls, anti-bribery obligations, product compliance, regulatory requirements, investment, finance, licensing, contracts, or any material commercial decision.

9.5 Copernicus does not guarantee market access, sales, orders, contracts, funding, investment, regulatory approval, commercial success, export performance, introductions, lead conversion, third-party performance, or any particular financial outcome.

9.6 Where Copernicus uses artificial-intelligence tools, automation, third-party databases, or technology-assisted research as part of its workflow, it will apply reasonable professional review appropriate to the scope of the engagement. Such use does not remove the Client’s responsibility to verify material information and obtain specialist advice where required.

9.7 The Client must not represent that Copernicus has endorsed, verified, guaranteed, or approved a decision, transaction, supplier, customer, partner, investment, product, service, or regulatory position unless Copernicus has expressly confirmed this in writing.

10. Liability

10.1 Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

10.2 Subject to clause 10.1, Copernicus will not be liable, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise, for any indirect or consequential loss; loss of profit, revenue, sales, business, goodwill, opportunity, anticipated savings, contracts, tenders, data, or reputation; or loss arising from a failure to obtain orders, contracts, market access, introductions, investment, funding, approvals, licences, or regulatory outcomes.

10.3 Subject to clauses 10.1 and 10.2, Copernicus’s total aggregate liability arising out of or in connection with an Agreement, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise, will not exceed the total project fees paid or payable by the Client under that Agreement.

10.4 The Client must notify Copernicus of any claim within six months of becoming aware, or when it ought reasonably to have become aware, of the circumstances giving rise to the claim, and in any event within 12 months after completion or termination of the relevant Services, to the extent permitted by law.

10.5 The limitations in this clause apply to Copernicus and its officers, employees, associates, subcontractors, agents, and suppliers.

11. Termination

11.1 Either party may terminate an Agreement immediately by written notice if the other party commits a material breach that is capable of remedy and fails to remedy it within 14 days of receiving written notice requiring remedy.

11.2 Copernicus may terminate an Agreement immediately by written notice if the Client: fails to pay an undisputed sum when due; becomes insolvent, enters administration, liquidation, receivership, or an arrangement with creditors; ceases or threatens to cease trading; or repeatedly or materially fails to cooperate in a manner that prevents performance of the Services.

11.3 On termination, the Client must promptly pay all fees, expenses, committed third-party costs, cancellation charges, and other amounts due for Services performed or committed up to the termination date.

11.4 Termination does not affect accrued rights, remedies, obligations, or liabilities. Clauses intended to survive termination, including clauses 4, 5, 6, 7, 8, 9, 10, 11.3, 12, 13, and 14, will survive.

12. Non-solicitation

12.1 During an engagement and for 12 months after its completion or termination, the Client must not knowingly solicit for employment or engagement any Copernicus employee, associate, consultant, or subcontractor who has been materially involved in providing the Services, except through a general recruitment campaign not targeted at that individual.

12.2 If the Client breaches clause 12.1, the Client must pay Copernicus a reasonable introduction and replacement fee equal to 25% of the individual’s first-year gross remuneration or anticipated annualised fees, as applicable. This is without prejudice to Copernicus’s other rights and remedies.

13. Force majeure

Neither party will be liable for delay or failure to perform an obligation, other than payment obligations, to the extent caused by events beyond its reasonable control, including natural disaster, epidemic, pandemic, war, terrorism, civil unrest, government action, sanctions, embargoes, trade restrictions, cyberattack, utility or telecommunications failure, industrial dispute, transport disruption, or supplier failure. The affected party must notify the other party as soon as reasonably practicable and use reasonable endeavours to reduce the effect of the event.

14. General

14.1 The Client may not assign, transfer, charge, subcontract, or deal in any other manner with its rights or obligations under the Agreement without Copernicus’s prior written consent. Copernicus may assign, transfer, subcontract, or delegate its rights and obligations, provided that this does not materially reduce the protections available to the Client.

14.2 A variation to an Agreement is effective only if agreed in writing by authorised representatives of both parties.

14.3 A failure or delay in exercising a right or remedy does not waive that right or remedy. A waiver is effective only if in writing and applies only to the circumstances for which it is given.

14.4 If any provision of the Agreement is invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If that is not possible, it will be deemed deleted. The remaining provisions will continue in full force.

14.5 The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, correspondence, negotiations, and agreements relating to that subject matter. Each party acknowledges that it has not relied on any statement, representation, assurance, or warranty not expressly set out in the Agreement, except that nothing limits liability for fraud or fraudulent misrepresentation.

14.6 A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

14.7 Notices must be in writing and delivered by hand, sent by pre-paid first-class post or recognised next-working-day delivery service to the recipient’s registered office or last notified address, or sent by email to the contact details specified in the Proposal or otherwise notified in writing. Notices sent by email are deemed received at 9.00 am on the next Business Day after transmission, provided no delivery-failure message is received. A Business Day is a day other than a Saturday, Sunday, or public holiday in England.

14.8 These Terms may be updated for future engagements by publishing a revised version on Copernicus’s website or providing written notice. The version in force when a Proposal is accepted applies to that Agreement unless the parties agree otherwise in writing.

14.9 The Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

15. Website information

15.1 Information on www.copernicus-consulting.com is provided for general business-information purposes only. It is not an offer to provide services and should not be relied upon as professional, legal, tax, regulatory, customs, sanctions, financial, investment, or other specialist advice.

15.2 Separate Website Terms of Use, Privacy Policy, and Cookie Policy may apply to use of the website and any personal data or cookies collected through it.