Terms of Services

1. Introduction

Valmoral Ltd, a company registered in England and Wales, with registered number 15930322 and registered office in 71-75 Shelton St, Covent Garden, London, WC2H 9JQ (“we”, “our”, “us”, "Valmoral") is an advisory firm providing bespoke legal, compliance, and risk management strategies to global businesses. These Terms of Business govern the relationship between you (“Client”) and Valmoral. By engaging our services, you agree to these terms.

2. Scope of Services

Valmoral provides bespoke advisory services in legal, compliance, governance, and risk management, tailored to meet each client’s specific needs. This includes, but is not limited to:

• Advising on international business expansion and establishing governance frameworks.
• Supporting compliance and risk management strategies aligned with the client’s objectives.
• Providing Non-Executive Director (NED) services to enhance board oversight and governance.

The specific scope of services will be outlined in an engagement letter or contract, agreed upon at the outset of any engagement (the "Engagement").

For the avoidance of doubt, any legal and/or compliance advice provided by Valmoral is not intended to constitute, and shall not be construed as, regulated legal advice and/or regulatory counsel. Such advice is rendered in the capacity of a freelance consultant in-house lawyer, performing services commensurate with those activities of an employee in-house lawyer (e.g. drafting contracts, advising on legal, HR, Risk Management, Governance and/or compliance matters).

Under the Legal Services Act 2007, an in-house lawyer provides legal services to their employer, rather than to the public. Accordingly, Valmoral shall operate as an integral part of the client’s internal legal and compliance framework, fulfilling in-house functions under the direction and oversight of the client. The advice provided is non-public in nature, intended solely for the client’s internal use, and shall not extend to services provided to external third parties.

Valmoral’s services shall align with in-house roles, as we do not engage in "reserved legal activities" (such as exercising a right of audience, conducting litigation, performing probate activities, engaging in reserved instrument activities, performing notarial activities, or administering oaths, etc). Valmoral shall provide non-reserved legal services only. Should any activity require engagement in reserved legal activities, Valmoral will inform the client that an independent authorised external party is required to carry out such activities.

3. Fees and Payment

3.1 Fees: Our fees will be agreed upon in writing prior to commencing any work. The fees will be based on ​the scope of the project and can be on an hourly, fixed, or retainer basis.

3.2 Invoicing: We will issue invoices on a periodic basis, as agreed, either monthly or upon completion of ​milestones.

3.3 Payment Terms: Unless otherwise agreed in writing between the parties, invoices are payable within 7 days of receipt unless otherwise agreed in writing. We ​​reserve the right to suspend or cease work if invoices are overdue.

3.4. Costs & Expenses: Unless otherwise agreed in writing, any incidental expenses incurred in the provision of services (such as travel or third-party costs) will be invoiced separately and reimbursed by the client.

3.5 Late Payments: Interest may be charged on overdue payments at the rate of 8% above the Bank of ​ ​England base rate.

4. Confidentiality & Data Protection

4.1 Confidentiality

We treat all information disclosed to us during the course of the engagement as confidential, and we will not disclose such information to third parties without your prior consent, except as required by law. This includes, but is not limited to, any personal data, business strategies, financial details, and proprietary information shared in the course of providing our services. Our confidentiality obligations shall remain in effect for the duration of the engagement and after its termination.

4.2 Data Protection

Valmoral is committed to protecting your privacy and complies with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the Data Protection Act 2018. Any personal data processed by Valmoral in the course of the Engagement will be handled in accordance with our Privacy Policy, which outlines how we collect, store, use, and protect your personal data. By engaging with us, you consent to the processing of personal data as described in the Privacy Policy, unless otherwise agreed in writing.

5. Intellectual Property

Any intellectual property (IP) rights created by us during the engagement remain our property unless otherwise agreed in writing between the parties. Upon payment in full, we shall grant the Client a non-exclusive license to use the deliverables produced for your internal purposes.

6. Limitation of Liability

We will perform services with reasonable care and skill. However, insofar as permitted by law, our liability is limited to the fees paid by you for the specific services giving rise to the claim. We shall not be liable for any indirect, special, and/or consequential losses.

7. Termination

Any engagement with the client under these Terms of Business shall continue in effect unless and until terminated by either party upon providing no less than 30 days’ written notice to the other party.

Notwithstanding the foregoing, Valmoral reserves the right to terminate any engagement immediately, without notice, in the event of:

A material breach of these Terms of Business by the client, including failure to fulfil payment obligations.

Conduct by the client that, in Valmoral’s reasonable opinion, may bring Valmoral into disrepute or otherwise compromise its professional integrity.

The client’s failure to comply with applicable legislation, including but not limited to:

1. Anti-Money Laundering (AML) regulations.
2. Anti-Bribery and Corruption laws.
3. The Data Protection Act 2018 and the General Data Protection Regulation (GDPR).
4. The client becoming insolvent, entering into liquidation, or otherwise ceasing to carry on business.
5. Any other circumstances that render the continuation of the engagement unfeasible or contrary to Valmoral’s professional or legal obligations.

Upon termination of any engagement, any fees or expenses due to Valmoral up to the date of termination shall remain payable by the client. Valmoral will provide reasonable assistance to ensure a smooth transition of ongoing matters, subject to payment of any outstanding fees.

Provisions of these Terms of Business relating to confidentiality, governing law, limitation of liability, and any accrued rights or obligations shall survive termination.

8. Additional Terms

8.1 Application of These Terms of Business and Entire Agreement

Save as otherwise agreed in writing, any engagement shall be governed by these Terms of Business. In the exceptional event that services have commenced without the execution of a Letter of Engagement or contract, such services shall be deemed to be provided subject to these Terms of Business, which shall be considered accepted immediately upon the commencement of the services. These Terms of Business, together with any accompanying Letter of Engagement or written agreement, represent the entire understanding between Valmoral and the client in relation to the services provided and supersede all prior agreements, arrangements, or discussions, whether written or oral.

8.2 Assignment and Subcontracting

Unless otherwise agreed in writing between the Parties, the Client may not assign its rights or obligations under these Terms of Business without the prior written consent of Valmoral. Such consent shall not be unreasonably withheld or denied. Valmoral may assign or subcontract its obligations to suitably qualified professionals, provided that this does not materially affect the quality of the services.

8.3 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms of Business due to events beyond its reasonable control, including acts of God, government actions, war, or other unforeseen circumstances.

8.4 Marketing and Publicity

Unless otherwise agreed in writing, Valmoral reserves the right to reference the client’s name and use its logo in marketing materials, solely for the purpose of identifying the client as a recipient of Valmoral’s services. Valmoral undertakes to do so in a manner that is professional, appropriate, and consistent with the client’s brand identity.

8.5 Amendments

No variation or amendment to these Terms of Business shall be valid unless agreed in writing by Valmoral.

8.6 Severability

If any provision of these Terms of Business is found to be invalid, unlawful, or unenforceable, such provision shall be deemed severed from these Terms, and the remaining provisions shall continue in full force and effect.

8.7 No Waiver

Failure or delay by Valmoral in exercising any right or remedy under these Terms of Business shall not constitute a waiver of that or any other right or remedy.

8.8 Third-Party Rights

A person who is not a party to an engagement under these Terms of Business shall have no rights to enforce any term under the Contracts (Rights of Third Parties) Act 1999.

8.9 Notices

Any notices required under these Terms of Business shall be delivered in writing to the last known address or email address of the relevant party.

8.10 Governing Law and Jurisdiction

These Terms of Business shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with these Terms of Business shall be subject to the exclusive jurisdiction of the courts of England and Wales.

WEBSITE TERMS

9. Use of the Website

By accessing our website (the "website"), you agree to be bound by these terms. The content on this website is for informational purposes only and does not constitute professional advice. We reserve the right to modify the website’s content without prior notice.

10. Intellectual Property Rights

All content on this website, including text, graphics, and logos, is owned by Valmoral unless otherwise stated. You may not reproduce, modify, or distribute any content without prior written consent.

11. Cookies

We use essential cookies only for the proper functioning of the website. No personal data is collected or stored through the use of cookies. By using our website, you consent to the use of essential cookies in accordance with our cookie policy.

12. Privacy

We do not collect any personal data from visitors to this website. Should we need to collect data in the future, our privacy policy will be updated to reflect how data will be handled.

13. Third-Party Links

This website may contain links to external websites for your convenience. Valmoral is not responsible for the content or privacy practices of these third-party sites.

14. Disclaimer

We strive to ensure that the information on this website is accurate and up-to-date, but we make no warranties or guarantees regarding its accuracy. We are not liable for any loss or damage arising from the use of this website.

15. Amendments

We may update these terms from time to time. Your continued use of the website signifies your acceptance of any changes to the terms.