Working with SSC

1.  Introduction

1.1  These Terms of Business (“Terms”) apply to all services provided by SSC Ltd. (trading as Shivanshi Sharma Consultancy Ltd) (“SSC”, “we”, or “us”) to any client (“Client” or “you”).

1.2  These Terms apply to all engagements and should be read alongside the specific agreement, proposal, or statement of work signed between SSC and the Client (the “Agreement”). In the event of any conflict between these Terms and the Agreement, the Agreement shall prevail.

2.  Services

2.1  SSC will deliver the services as described in the Agreement.

2.2  SSC aims to be flexible and responsive to the evolving needs of its clients. Any changes to the scope of services must be agreed in writing by both parties before implementation. Additional work outside the agreed scope may be subject to additional fees, which will be communicated to the Client in advance.

3.  Fees and Payment

3.1  Fees for services will be set out in the Agreement. All fees are exclusive of VAT, which will be added where applicable at the prevailing rate.

3.2  Invoices are due and payable within 30 days of the date of invoice, unless otherwise agreed in writing.

3.3  SSC reserves the right to charge interest on overdue amounts at a rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.4  SSC reserves the right to suspend services in the event of non-payment until all outstanding amounts are settled. SSC will provide written notice before suspending services.

3.5  Where services require third-party spend (such as paid advertising, software licences, or platform fees), these costs are the responsibility of the Client. SSC will provide recommendations and obtain the Client’s approval before incurring any such costs on their behalf.

4.  Client Responsibilities

4.1  To enable SSC to deliver services effectively, the Client agrees to:

• Provide all necessary information, materials, assets, and access in a timely manner;
• Keep SSC informed of relevant business developments, changes, and upcoming events;
• Review and provide clear, actionable feedback on deliverables within agreed or reasonable timescales;
• Ensure that all information and materials provided to SSC are accurate and do not infringe any third-party rights.

4.2  Delays or failures by the Client to meet these responsibilities may affect agreed timelines and deliverables. SSC shall not be liable for any such delays or their consequences.

5.  Intellectual Property

5.1  Where SSC creates intellectual property specifically for the Client in connection with delivering services (“Foreground IP”), ownership of that Foreground IP shall transfer to the Client upon receipt of full payment of all applicable fees.

5.2  SSC may wish to reference completed work in its own portfolio or case studies. We will always handle Client materials with discretion, will not publicly disseminate confidential information, and will seek the Client’s permission before referencing any work where confidentiality may be a consideration.

5.3  Any intellectual property owned by or licensed to SSC prior to or independently of an engagement — including methodologies, frameworks, tools, templates, and background materials (“Background IP”) — remains the property of SSC. The Client is granted a non-exclusive, perpetual licence to use such Background IP only to the extent it is incorporated in, and necessary to use, the deliverables provided.

6.  Confidentiality

6.1  Both parties agree to treat as confidential all information received from the other party in connection with an engagement, including but not limited to business plans, strategies, financial information, client data, and any other information that is reasonably understood to be confidential.

6.2  Confidential information shall not be disclosed to any third party without prior written consent, except to employees, contractors, or advisers who need it to deliver the services and who are bound by equivalent confidentiality obligations.

6.3  Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party at the time of disclosure; or (c) is required to be disclosed by law or regulation.

6.4  These confidentiality obligations shall survive termination of an engagement for a period of five (5) years, or for as long as the information remains confidential, whichever is longer.

7.  Data Protection

7.1  Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

7.2  SSC shall implement appropriate technical and organisational measures to protect any personal data processed in the course of delivering services.

7.3  SSC will only process personal data for the purposes of delivering the services, and in accordance with the Client’s instructions or as required by law. Where required, the parties will enter into a data processing agreement.

8.  Termination

8.1  Either party may terminate an engagement by providing written notice in accordance with the notice period set out in the Agreement.

8.2  Either party may terminate an engagement with immediate effect by written notice if the other party: (a) commits a material breach of the Agreement or these Terms and fails to remedy it within 14 days of written notice; or (b) becomes insolvent, enters administration, or is subject to a winding-up order.

8.3  Upon termination, the Client shall pay SSC for all services rendered and reasonable expenses incurred up to the date of termination. Where fees have been paid in advance for services not yet delivered, SSC will return any pro-rated amounts for undelivered work, unless termination is due to the Client’s breach.

8.4  Clauses 5 (Intellectual Property), 6 (Confidentiality), 7 (Data Protection), and 9 (Limitation of Liability) shall survive termination.

9.  Limitation of Liability

9.1  SSC’s total aggregate liability to the Client, whether in contract, tort (including negligence), or otherwise, shall be limited to 75% of the total fees paid by the Client to SSC in the 12 months preceding the event giving rise to the claim.

9.2  SSC shall not be liable for any indirect, consequential, or special losses, including loss of profit, loss of revenue, loss of data, loss of goodwill, or reputational damage, whether or not foreseeable.

9.3  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 excluded.

10.  Warranties

10.1  SSC warrants that it will provide services with reasonable skill and care, and that it has the right to provide those services.

10.2  The Client warrants that: (a) it has the right to provide any materials or assets supplied to SSC; (b) such materials do not infringe any third-party rights; and (c) all information provided is accurate to the best of the Client’s knowledge.

11.  Force Majeure

11.1  Neither party shall be liable for delay or failure to perform obligations caused by circumstances beyond its reasonable control, including acts of God, pandemic, war, civil unrest, or failure of third-party services or infrastructure.

11.2  The affected party shall notify the other as soon as reasonably practicable and take reasonable steps to mitigate the impact.

12.  General

12.1  Governing Law: These Terms and all engagements are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

12.2  Entire Agreement: These Terms, together with the Agreement, constitute the entire understanding between the parties regarding the subject matter and supersede all prior representations and agreements. In the event of conflict, the Agreement prevails.

12.3  Amendments: No amendment to these Terms is valid unless made in writing and signed by both parties.

12.4  Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in future.

12.5  Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

12.6  Third Parties: These Terms do not confer rights on any third party under the Contracts (Rights of Third Parties) Act 1999.