Terms and Conditions | UHURA LTD Management Consultancy

1. Introduction

These Terms and Conditions (the "Terms") set out the basis on which UHURA LTD ("UHURA", "we", "us", or "our"), a management consultancy firm based in the United Kingdom, provides access to our website at https://uhura.site/ (the "Website") and delivers strategic advisory and management consultancy services (the "Services") to clients.

By accessing or using the Website, submitting an enquiry, requesting a proposal, or engaging UHURA LTD to provide Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not use the Website or engage our Services.

These Terms operate alongside, and are supplemented by, any specific proposals, statements of work, engagement letters, or master service agreements we may enter into with you. In the event of a conflict, the terms of the signed engagement documentation will prevail over these general Terms.

2. Definitions

For the purposes of these Terms, the following definitions apply unless the context requires otherwise:

"Client" means any individual, company, partnership, public body, or other organisation that engages UHURA LTD to provide Services, or who interacts with us via the Website for the purpose of exploring or commissioning such Services.
"Services" means the management consultancy and strategic advisory services provided by UHURA LTD, which may include organisational transformation, operational efficiency improvement, leadership development, change management, business process optimisation, growth strategy formulation, workshops, and related advisory or support activities as agreed in writing.
"Consultancy" means UHURA LTD acting through its directors, employees, consultants, and authorised subcontractors in providing the Services.
"Agreement" means the contract between UHURA LTD and the Client for the provision of Services, comprising these Terms, any applicable proposals, statements of work, engagement letters, or other documents expressly incorporated by reference.
"Deliverables" means any reports, presentations, analyses, frameworks, training materials, recommendations, documentation, or other outputs created by UHURA LTD for the Client in the course of providing the Services.
"Business Day" means a day (other than a Saturday, Sunday, or public holiday in England) when banks in London are open for business.

3. Acceptance of Terms

By visiting, browsing, or otherwise using the Website, you agree to use it only for lawful purposes and in accordance with these Terms. Your continued use of the Website constitutes ongoing acceptance of these Terms as updated from time to time.

Where you submit an enquiry via the Website, email, or telephone, or otherwise request information about our Services, you confirm that you have authority to act on behalf of the business or organisation you represent and that you accept these Terms on its behalf to the extent relevant to pre-contract communications.

An Agreement for the provision of specific Services is formed when UHURA LTD confirms acceptance of a proposal, statement of work, or engagement letter signed or otherwise expressly agreed by the Client (including acceptance by email or via an electronic signature platform). By entering into such an Agreement, the Client accepts these Terms as an integral part of the contract between the parties.

If you do not agree with these Terms, you must not submit any service enquiry, must refrain from using the Website, and must not proceed to engage UHURA LTD for any Services.

4. Service Scope

UHURA LTD provides management consultancy and strategic advisory Services tailored to the needs of each Client. Our Services may include, without limitation:

Organisational transformation and operating model design;
Operational efficiency and performance improvement programmes;
Leadership development, coaching, and capability-building interventions;
Change management strategy, planning, and implementation support;
Business process analysis, optimisation, and redesign;
Growth strategy formulation, market analysis, and strategic planning workshops;
Facilitation of executive offsites, stakeholder engagements, and boardroom sessions; and
Other related advisory, analytical, training, or implementation support activities agreed in writing.

The precise scope, objectives, timelines, and Deliverables for any given engagement will be set out in a proposal, statement of work, or engagement letter issued by UHURA LTD and agreed with the Client. Any changes to the agreed scope (including additional requirements, acceleration of timelines, or expanded Deliverables) may result in adjustments to fees, timescales, and resource allocations, and will be documented in writing.

Unless expressly agreed otherwise in writing, UHURA LTD provides advisory and consultancy Services only and does not assume responsibility for operational management, legal, tax, or regulatory compliance decisions, or implementation actions undertaken by the Client. The Client remains solely responsible for how it chooses to interpret, use, or implement the advice and Deliverables provided.

All timelines and milestones communicated by UHURA LTD are indicative estimates and not guaranteed, unless explicitly stated as binding in the Agreement. We reserve the right to reasonably adjust timelines where dependencies, Client-related delays, or unforeseen circumstances arise.

5. Client Obligations

To enable UHURA LTD to deliver the Services effectively and efficiently, the Client agrees to:

Provide timely, complete, and accurate information, data, access, and documentation reasonably required for the provision of the Services;
Designate a suitably senior primary contact and, where relevant, a project sponsor with authority to make or escalate decisions;
Ensure appropriate engagement of stakeholders, including arranging interviews, workshops, and meetings with relevant personnel and third parties as needed;
Review Deliverables promptly, provide consolidated feedback within agreed timelines, and sign off or raise queries without undue delay;
Comply with applicable laws and regulatory requirements in relation to the Services and any implementation of our recommendations;
Ensure that any facilities, systems, and tools to which we are granted access are safe, secure, and compliant with relevant health, safety, and information security standards; and
Obtain and maintain all necessary licences, consents, and permissions required for UHURA LTD to perform the Services.

The Client acknowledges that UHURA LTD's ability to deliver the Services and meet any agreed timelines is dependent on the Client's cooperation and fulfilment of these obligations. UHURA LTD will not be liable for any delay, additional cost, or reduced quality of outcome arising from incomplete, inaccurate, or late information or other failures by the Client to meet its obligations.

6. Consultancy Responsibilities

UHURA LTD will:

Provide the Services with reasonable skill, care, and diligence consistent with generally accepted professional standards for management consultancy in the United Kingdom;
Allocate appropriately experienced and qualified personnel to perform the Services and manage any necessary subcontractors or third-party specialists engaged on our behalf;
Use professional judgement and methodologies suited to the nature and complexity of the engagement, while tailoring our approach to the Client's context where practicable;
Maintain the confidentiality of the Client's confidential information in accordance with the confidentiality and data protection provisions set out in these Terms and in our Privacy Policy;
Act ethically, avoid known conflicts of interest, and disclose any potential conflicts that may reasonably arise during the course of an engagement;
Comply with applicable laws and regulations relevant to our provision of the Services as a UK-based consultancy; and
Keep the Client reasonably informed of progress and promptly raise material issues or risks that may affect delivery of the agreed scope.

While UHURA LTD will use reasonable endeavours to support the Client in achieving the objectives outlined in the Agreement, the Client acknowledges that business outcomes depend on numerous factors beyond UHURA LTD's control, including market conditions, internal decision-making, and the Client's implementation of recommendations.

7. Fee Structure and Payment Terms

The fees payable for the Services will be set out in the relevant proposal, statement of work, or engagement letter and may be based on a fixed fee, time-and-materials, retainer, or blended approach, as agreed with the Client.

Unless expressly stated otherwise:

Fees are quoted exclusive of applicable taxes (including VAT), which will be added to invoices at the prevailing rate, where applicable;
Reasonable out-of-pocket expenses (such as travel, accommodation, and subsistence) incurred in connection with the Services will be recharged to the Client at cost, subject to any prior approvals required under the Agreement;
Invoices will be issued in accordance with the agreed schedule (for example, monthly in arrears, on achievement of milestones, or in staged instalments) and are payable within 30 days of the invoice date, unless otherwise agreed in writing.

If the Client fails to make any payment when due, UHURA LTD may, without prejudice to any other rights and remedies:

Charge interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), or at a reasonable commercial rate if that Act does not apply;
Suspend performance of the Services and any access to Deliverables or materials until all overdue amounts (including interest and costs) have been settled; and
Recover from the Client all reasonable costs incurred in seeking to recover unpaid amounts, including legal fees and collection agency charges.

Any bona fide dispute regarding an invoice must be notified in writing within 10 Business Days of the invoice date, setting out full details of the grounds for dispute. The Client must pay the undisputed portion of the invoice by the due date, and the parties will work together in good faith to resolve any disputed amounts promptly.

8. Confidentiality and Data Protection

Both parties agree to treat as confidential all information, data, and materials disclosed by the other party that are identified as confidential or would reasonably be considered confidential given their nature and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, commercial, financial, strategic, technical, and personnel-related information, as well as any proprietary methodologies or frameworks.

Neither party will disclose the other party's Confidential Information to any third party except:

To its directors, employees, consultants, and professional advisers who need to know such information for the purposes of the Agreement and are subject to duties of confidentiality; or
Where required to do so by law, regulation, or a competent authority, provided that (to the extent legally permitted) the receiving party gives prompt notice to the disclosing party.

Each party will use the other party's Confidential Information solely for the purposes of fulfilling its obligations under the Agreement and will take reasonable steps to protect such information from unauthorised access, disclosure, or misuse.

In relation to personal data, UHURA LTD will act as independent controller or processor as defined under applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, depending on the nature of the processing. Our handling of personal data is further described in our Privacy Policy and, where required, in a separate data processing agreement with the Client.

The Client is responsible for ensuring that it has a lawful basis for providing any personal data to UHURA LTD, that individuals are appropriately informed, and that any necessary consents or notices required under applicable data protection laws are in place. Both parties will cooperate in good faith to address any data subject rights requests, security incidents, or regulatory enquiries that relate to the Services.

9. Intellectual Property

Unless expressly agreed otherwise in writing:

All intellectual property rights (including copyright, trade marks, design rights, database rights, and rights in methodologies, tools, frameworks, and know-how) owned by a party prior to the commencement of an engagement ("Background IP") shall remain the property of that party;
UHURA LTD retains ownership of all intellectual property rights in any methodologies, templates, tools, models, and proprietary materials developed or refined during the course of providing the Services, including within the Deliverables, to the extent they are based on or derive from UHURA LTD's Background IP;
Subject to full payment of all fees due under the Agreement, UHURA LTD grants the Client a non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables internally for its own business purposes, in accordance with the scope contemplated by the Agreement.

The Client may not reproduce, distribute, modify, adapt, resell, or commercially exploit the Deliverables or any part of UHURA LTD's proprietary materials for the benefit of third parties without our prior written consent, except where such use is reasonably incidental to the implementation of our recommendations within the Client's own organisation.

The Client warrants that any materials, data, or content it provides to UHURA LTD do not infringe the intellectual property rights of any third party and agrees to indemnify UHURA LTD against any claims arising from such infringement, except to the extent caused by UHURA LTD's own acts or omissions.

10. Limitation of Liability

Nothing in these Terms or the Agreement shall limit or exclude either party's liability for:

Death or personal injury caused by its negligence;
Fraud or fraudulent misrepresentation; or
Any other liability which cannot be limited or excluded under applicable law.

Subject to the foregoing, UHURA LTD will not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

Loss of profit, revenue, or anticipated savings;
Loss of business, contracts, or opportunities;
Loss of goodwill or reputation;
Loss or corruption of data; or
Indirect, consequential, or special loss or damage,

in each case arising out of or in connection with the Agreement, the Services, or the use of the Website, even if such loss or damage was foreseeable or the possibility of it had been notified to UHURA LTD.

Except as otherwise agreed in the relevant engagement documentation, UHURA LTD's total aggregate liability to the Client arising out of or in connection with the Agreement and the Services (whether in contract, tort, breach of statutory duty, or otherwise) shall be limited to the higher of: (a) the total fees actually paid by the Client to UHURA LTD under the Agreement during the 12 months preceding the event giving rise to the claim; or (b) £50,000.

The Client acknowledges that UHURA LTD provides advisory and consultancy Services and that decisions and actions based on our advice are ultimately the responsibility of the Client. UHURA LTD shall not be liable for outcomes arising from the Client's implementation choices, internal governance processes, or external factors (such as market conditions or regulatory changes) that may affect the impact of our recommendations.

11. Termination Policy

Either party may terminate an Agreement for convenience by giving the other party prior written notice, subject to any minimum term, committed fees, or specific termination provisions set out in the relevant proposal, statement of work, or engagement letter. Unless otherwise agreed, the standard notice period for termination for convenience is 30 days.

Either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

The other party commits a material breach of the Agreement which, if capable of remedy, is not remedied within 30 days of receipt of a written notice specifying the breach;
The other party becomes insolvent, enters into liquidation, has a receiver or administrator appointed, or is otherwise unable to pay its debts as they fall due; or
Continuing the Agreement would cause the terminating party to be in breach of applicable law or regulatory obligations.

Upon termination of the Agreement for any reason:

The Client shall pay UHURA LTD for all Services performed and expenses incurred up to the effective date of termination, including any agreed non-cancellable commitments and reasonable wind-down costs;
Each party shall, on request, return or securely destroy the other party's Confidential Information, subject to any legal or regulatory requirements to retain records;
Any licences granted to the Client in respect of Deliverables shall continue only to the extent expressly stated in the Agreement, subject to full payment of all outstanding fees.

Termination of the Agreement shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the effective date of termination, including the right to claim damages for any breach existing at or before that date.

12. Governing Law and Dispute Resolution

These Terms, the Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

The parties will use reasonable efforts to resolve any dispute or claim arising out of or relating to the Agreement through good faith discussions between senior representatives. If the dispute is not resolved within 30 days of written notice of the dispute, the parties may agree to attempt mediation facilitated by a mutually acceptable independent mediator in London, England, before commencing formal legal proceedings.

Subject to any mandatory mediation or alternative dispute resolution process agreed between the parties, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, the Agreement, or their subject matter or formation.

If you have any questions regarding these Terms and Conditions, please contact UHURA LTD at:

Address: Flat 4 113 Britannia Walk, London, N1 7HP
Phone: +442073536170
Email: [email protected]