Wislo - Consultancy Terms & Conditions

Effective Date: 12th February 2026

1. Overview

These Terms & Conditions govern the provision of consultancy services by Wislo Holdings Ltd (“Wislo”) to the client (“Client”).

They apply to all services unless otherwise agreed in writing.

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2. Engagement and Scope

Services will be defined in a separate document (e.g. proposal, statement of work, or email agreement), which will include:

• Scope of services

• Deliverables

• Fees

• Timelines

Any changes to scope must be agreed in writing.

Wislo is not obligated to deliver work outside the agreed scope.

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3. Fees and Payment Terms

3.1 Fees

Fees will be set out in the proposal or agreement.

3.2 Payment Structure

Unless otherwise agreed:

• 50% payable upfront prior to commencement

• 50% payable upon agreed milestone or completion

3.3 Payment Terms

• Invoices are payable within 14 days

• Wislo reserves the right to:

  • Suspend services for non-payment

  • Delay delivery where payment is outstanding

3.4 Expenses

Reasonable expenses may be charged where agreed in advance.

4. Intellectual Property

4.1 Wislo IP

Wislo retains ownership of:

• Methodologies

• Frameworks

• Models

• Tools and know-how

4.2 Client Licence

Upon full payment, the Client is granted a:

• Non-exclusive

• Non-transferable licence

To use deliverables for internal business purposes only.

4.3 Restrictions

The Client may not:

• Resell or commercially exploit deliverables

• Share externally for commercial use without written consent

4.4 Reuse of Knowledge

Wislo may reuse non-confidential knowledge, insights, and approaches across other engagements.

5. Confidentiality

Both parties agree to:

• Treat all shared information as confidential

• Not disclose information to third parties without consent

This obligation continues after the engagement ends.

6. Client Responsibilities

The Client agrees to:

• Provide timely and accurate information

• Ensure appropriate stakeholder engagement

• Make decisions within reasonable timeframes

Wislo is not responsible for delays or outcomes caused by:

• Incomplete information

• Lack of client input or engagement

7. Limitation of Liability

To the fullest extent permitted by law:

• Wislo’s total liability shall be limited to the total fees paid for the services OR £50,000, whichever is lower

Wislo shall not be liable for:

• Indirect or consequential loss

• Loss of revenue, profit, or opportunity

• Decisions made or actions taken by the Client

All consultancy advice is provided in good faith. Implementation remains the responsibility of the Client.

8. Termination

8.1 By Either Party

Either party may terminate the engagement with written notice, subject to any agreed notice period.

8.2 By Wislo

Wislo may terminate immediately if:

• Payment terms are not met

• There is a material breach of these Terms

8.3 Fees on Termination

• Work completed up to termination is chargeable

• Any upfront payments are non-refundable

9. Non-Solicitation

The Client agrees not to:

• Directly employ or engage Wislo personnel

During the engagement and for 12 months after completion, without written consent.

10. Third-Party Services

Where third-party providers are involved:

• Wislo is not responsible for their performance

• Any third-party contracts are between the Client and provider

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11. Warranties and Disclaimers

Wislo will deliver services with reasonable skill and care.

However:

• No guarantees are given regarding specific outcomes

• Results depend on client implementation and external factors

12. Force Majeure

Wislo shall not be liable for delays or failure to perform due to events beyond reasonable control.

13. Governing Law

These Terms are governed by the laws of Scotland.

Any disputes shall be subject to the jurisdiction of the Scottish courts.

14. Entire Agreement

These Terms, together with any proposal or statement of work, form the entire agreement between Wislo and the Client.