Manteion Ltd. Standard Terms and Conditions

Version 241117

Manteion Ltd is registered in England & Wales with Company No. 05619235. Our registered address is Templer House, Sandford Orleigh, Orleigh Park, Newton Abbot, Devon, TQ12 2SQ, United Kingdom.

1. Definitions

• Client: The individual or entity engaging Manteion Ltd. for services.
• Services: Advisory, consulting, and other professional services provided by Manteion Ltd.
• Claim: Any demand by a third party for compensation due to an alleged error, omission, or breach of professional duty.
• Damages: Monetary relief resulting from a Claim, excluding fines, penalties, or punitive damages.

2. Scope of Services

Manteion Ltd. provides advisory services tailored to the Client’s requirements as specified in the agreed Scope of Work document. Any changes to the Scope of Work must be agreed upon in writing by both parties.

3. Liability and Indemnity

• Manteion Ltd. will exercise reasonable skill, care, and diligence in performing the Services.
• Manteion Ltd. holds professional indemnity insurance to cover claims arising from professional negligence, up to an indemnity limit as specified in the agreement.
• Manteion Ltd.’s liability under this agreement is limited to the extent of its insurance coverage.

4. Exclusions

Manteion Ltd. shall not be liable for:

• Losses or damages not directly caused by Manteion Ltd.’s actions or omissions.
• Losses due to events beyond Manteion Ltd.’s control, including acts of terrorism, war, or natural disasters.
• Loss of profit, indirect or consequential damages, except as required by applicable law.

5. Intellectual Property

All reports, documents, and materials developed by Manteion Ltd. remain its property unless agreed otherwise in writing. The Client may use such materials solely for internal purposes.

6. Confidentiality

Both parties agree to keep all proprietary information confidential and not disclose it without prior consent, except as required by law.

7. Payment Terms

• Fees for the Services will be invoiced as agreed in the Scope of Work.
• Payment is due within 30 days of the invoice date.
• Late payments may incur interest at a rate of 5% per annum above the prevailing base rate.

8. Termination

Either party may terminate the engagement by providing 30 days’ written notice. Manteion Ltd. may terminate the agreement immediately if the Client breaches the terms and conditions.

9. Governing Law and Jurisdiction

These terms and conditions shall be governed by and construed under the laws of England and Wales, and any disputes arising will be subject to the exclusive jurisdiction of the English courts.

10. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information necessary for Manteion Ltd. to deliver services.
• Cooperate in areas such as scheduling, access to relevant resources, and decision-making.
• Acknowledge that Manteion Ltd. relies on the accuracy of information provided by the Client, and that Manteion Ltd. is not liable for errors resulting from inaccurate or incomplete information supplied by the Client.

11. Limitation of Liability

• Manteion Ltd.’s liability is limited to direct damages and excludes indirect, incidental, or consequential damages, including loss of profits or business opportunities.
• Manteion Ltd.’s total liability for all claims arising under or related to this agreement is capped at an amount equal to [insert amount, such as twice the fees paid] or a specific monetary amount, whichever is higher.

12. Non-Solicitation of Employees

The Client agrees not to hire or solicit Manteion Ltd.’s employees or contractors for a period of 12 months following the completion of the services.

13. Data Protection and Privacy

• Manteion Ltd. shall comply with applicable data protection laws, including GDPR if relevant, regarding personal or sensitive data provided by the Client.
• Manteion Ltd. will take reasonable steps to protect the confidentiality, integrity, and availability of any Client data in its possession.

14. Dispute Resolution

In the event of a dispute, both parties agree to:

• Attempt to resolve the matter through negotiation.
• Engage in mediation if negotiation fails, before resorting to litigation. If mediation is unsuccessful, disputes shall be resolved in court under Clause 9 (Governing Law and Jurisdiction).

15. Subcontracting and Delegation

Manteion Ltd. reserves the right to engage subcontractors or delegate certain aspects of the work, provided that Manteion Ltd. remains responsible for all such work.

16. Force Majeure

Manteion Ltd. is not liable for delays or failure to perform any obligation due to events beyond its control, including but not limited to natural disasters, acts of war, or pandemics. If such events persist for over 30 days, either party may terminate the agreement with written notice.

17. Entire Agreement and Amendments

These terms and the Scope of Work constitute the entire agreement between the parties. Any amendments or modifications must be in writing and signed by both parties to be enforceable.

18. Contract Requirements and Review

• Manteion Ltd. only undertakes work under its standard contract, which must be signed by each client prior to the commencement of services.
• All contracts are reviewed and vetted by a legally qualified professional before being agreed upon to ensure compliance with applicable laws and regulations.

Note: If Manteion Ltd. operates under contracts other than its standard agreement, or if contracts are not vetted by a legal professional, an explanation will be provided to the client.

19. Limitation of Liability and Scope of Services

When entering into contracts, Manteion Ltd. shall:

• Exclude liability for any consequential, special, or indirect damages, including loss of profits and liquidated damages.
• Cap overall liability at a reasonable level in proportion to the scope of services provided.
• Warrant a performance standard no greater than exercising reasonable care and skill, as customary for advisory and consulting services.
• Operate with a written specification that outlines the agreed scope of work with the client.
• Ensure that any changes to the scope of work are documented in a written variation to the contract and agreed upon by both parties.

Note: If any of these standard practices are not applicable, Manteion Ltd. will provide a rationale for the variance.

20. Client Consent for Third-Party Contracts

Manteion Ltd. shall not commit clients to contracts with third parties without obtaining the client’s prior written acceptance of the terms. This ensures that clients are fully informed and in agreement before any commitments are made on their behalf.

21. Compliance and Regulatory History

Manteion Ltd. confirms that any individuals associated with the provision of its services have not been subject to disciplinary proceedings by any regulatory body, professional organization, or trade association. If such a situation arises or has occurred, details will be disclosed to maintain transparency with the client.

22. Severability

If any provision of these terms is found invalid or unenforceable by a court, the remaining provisions shall remain in full force and effect.

23. Rights of Third Parties

No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, except as explicitly stated herein.