Terms of Service

CIRCULARCONNEX INDUSTRIAL SUPPLY CHAIN INTELLIGENCE

Terms of Service

Business to business terms for CircularConnex diagnostics and related services

1. Parties and application

These Terms of Service are made between Circularconnex Sourcing Consultancy Ltd (trading as CircularConnex Industrial Supply Chain Intelligence) and the business customer identified in the relevant quotation, order form or engagement confirmation (“Client”).

These terms apply to all diagnostics, Monthly Monitor services and related advisory outputs supplied by us unless expressly replaced or varied in writing by an authorised representative of both parties.

Our services are supplied to business customers only. If you are acting as a consumer, do not place an order without first contacting us and receiving written confirmation that we agree to contract on that basis.

2. The services

We provide fixed scope tender margin risk diagnostics and, where agreed, Monthly Monitor services. The exact scope, price, requested information, delivery target and any exclusions will be set out in a quotation, order form or engagement confirmation.

The diagnostic is a commercial risk review service. It supports professional judgement by identifying supply chain, materials, supplier, logistics, grid and regulatory considerations relevant to the agreed scope. It is not a quantity surveying service, legal advice, engineering design assurance, a substitute for an estimator or QS, or a guarantee of tender or project outcome.

3. Business customers only 

Our services are supplied to business customers only. By placing an order, you confirm that you are acting in the course of a business, trade or profession and not as a consumer.

Cancellation, refunds and rescheduling are governed by the applicable engagement terms, order form or Monthly Monitor Schedule.

4. Formation of contract

A contract is formed only when we confirm the engagement in writing and cleared payment has been received, unless we expressly agree another arrangement in writing.

We may decline an engagement where the scope is unsuitable, required information is unavailable, timing is unrealistic, a conflict exists, or the engagement would create unacceptable commercial, legal or operational risk.

5. Client responsibilities

The Client must provide complete, accurate and lawful information reasonably required for the agreed service and must have authority to provide it to us.

The Client remains responsible for all tendering, pricing, procurement, contractual, programme, technical, regulatory and commercial decisions. The Client must obtain its own professional advice where needed.

• Provide the agreed tender information, documents and instructions promptly.

• Tell us about material changes to scope, programme, supplier quotations, design, tender conditions or deadlines.

• Maintain appropriate backups of its own materials and documents.

• Use the delivered output only for its internal business purposes unless we agree otherwise in writing.

6. Fees, payment and VAT

Fees are stated in the relevant quotation, order form or engagement confirmation. Unless otherwise agreed in writing, payment is due in full in advance and work begins only after cleared payment.

We are not currently VAT registered. No VAT is charged while this remains the case. If our VAT status changes, the applicable treatment will be confirmed in the quotation or invoice.

We may suspend or delay work where payment is overdue, required information is missing, or the agreed scope materially changes.

7. Target turnaround and changes

Any turnaround stated by us is a target, not a guarantee. It depends on confirmed scope, receipt of sufficient information, cleared payment, availability and the absence of material changes.

If the Client delays, omits information or changes the agreed scope, we may revise the delivery target, quote additional fees, or pause work until the issue is resolved.

8. Delivery and quality review

We carry out an internal quality review before delivery. Final client reports are normally delivered manually by email in PDF format unless otherwise agreed in writing. Any working files, structured data, HTML, DOCX or other intermediate formats used in producing the report are internal CircularConnex materials and are not client deliverables unless expressly agreed otherwise in writing.

We may correct obvious clerical, formatting or factual errors identified promptly after delivery. Any correction does not create an obligation to expand the originally agreed scope.

If we identify a material error in a report after delivery, we may withdraw or supersede the affected report and issue a corrected PDF. We will notify the Client where the correction could reasonably affect its use of the report. A corrected report replaces the superseded version for the purposes of the engagement. Corrections do not expand the originally agreed scope and do not create an automatic right to a refund unless the circumstances fall within the Refund and Cancellation Policy.

9. Delivery, review and automated systems

CircularConnex may use software, analytical tools and automated systems in performing the Services. Client information is handled in accordance with CircularConnex’s confidentiality, data-protection and privacy obligations. CircularConnex remains responsible for the review and delivery of all client outputs.

10. Confidentiality

Each party must keep the other party’s confidential information confidential and use it only to perform or receive the services. This does not apply to information that is public through no breach, independently developed, lawfully obtained from a third party, or required to be disclosed by law or a regulator.

We may use aggregated or anonymised learning from engagements to improve our internal methods, provided that it does not identify the Client, its tender or its confidential information.

11. Intellectual property

We retain ownership of our methodologies, systems, templates, signal frameworks, software, knowhow and preexisting materials. Subject to payment of all fees, the Client receives a nonexclusive, nontransferable licence to use the delivered report internally for the specific tender or business purpose stated in the engagement confirmation.

The Client may not resell, publish, distribute or create derivative commercial products from our deliverables without written permission.

12. Data protection

Each party will comply with applicable data protection law in relation to personal data it handles. Our Privacy Policy explains how we process personal data in connection with our services.

13. Liability

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.

Subject to the previous paragraph, our total liability to the Client arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the fees paid by the Client for the specific service giving rise to the claim.

We are not liable for indirect or consequential loss, loss of profit, loss of anticipated savings, loss of opportunity, loss of goodwill, business interruption, or any loss arising from the Client’s tender, procurement or project decisions.

14. Termination

Either party may terminate an engagement for material breach that is not remedied within 14 days of written notice, where capable of remedy. Termination does not affect accrued rights or payment obligations.

Monthly Monitor cancellation and notice arrangements are set out in the Monthly Monitor Schedule.

15. General

Neither party may assign or transfer its rights or obligations without the other party’s written consent, except that we may use appropriately controlled service providers to help deliver the services.

No failure or delay in exercising a right is a waiver of that right.

These terms, together with the relevant engagement confirmation and any Monthly Monitor Schedule, form the entire agreement for the relevant service.

16. Governing law and jurisdiction

These terms and any dispute or claim arising from them are governed by the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction, unless mandatory law requires otherwise.