Terms of Engagement

Overview​

These Standard Terms of Engagement apply to consultancy, audit, advisory, and fractional leadership services supplied by Island23 Limited, unless separate written terms are agreed in a proposal, statement of work, or signed contract. If there is any inconsistency, the signed agreement or statement of work will take priority.

 

Scope of services

Island23 Limited provides strategic and operational consultancy in areas including trust, safety, governance, moderation, community operations, platform strategy, and related digital risk matters. Services are provided with reasonable skill and care in line with normal professional standards for consultancy engagements.

 

Client responsibilities

The client remains responsible for all decisions about whether and how to implement any recommendations, frameworks, controls, workflows, or other outputs provided by Island23 Limited. The client is also responsible for ensuring that its own legal, compliance, technical, operational, and governance decisions are appropriate for its organisation, sector, and regulatory obligations.

 

The client must provide timely access to relevant information, systems, personnel, and approvals where required for the engagement. Delays or incomplete information may affect delivery times, scope, findings, or recommendations.

 

No legal advice

Island23 Limited provides strategic, operational, and governance advice only. Services do not constitute legal advice and must not be relied upon as a substitute for advice from a qualified solicitor or other appropriately regulated legal professional, including in relation to the Online Safety Act, data protection law, or other statutory obligations.

 

Third-party reliance

Unless expressly agreed in writing, all work products, recommendations, reports, and deliverables are prepared solely for the client’s internal use. No third party may rely on them without prior written consent from Island23 Limited.

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Intellectual property

Unless otherwise agreed in writing, Island23 Limited retains ownership of its pre-existing intellectual property, methodologies, templates, frameworks, know-how, and materials, including any Trust Infrastructure concepts, tools, or models. On payment of the relevant fees, the client is granted a non-exclusive, non-transferable licence to use the agreed deliverables for its internal business purposes.

 

Confidentiality

Each party should keep confidential information received from the other party confidential and should not disclose it except where necessary for the engagement, required by law, or already lawfully in the public domain. This obligation should continue after the engagement ends, subject to any written agreement that states otherwise.

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Fees and payment

Fees, payment milestones, and invoicing arrangements should be set out in the relevant proposal, statement of work, or invoice. Unless otherwise agreed in writing, invoices are payable within the stated payment term. Island23 Limited reserves the right to pause work where invoices become materially overdue.

 

Limitation of liability

To the fullest extent permitted by law, Island23 Limited’s total aggregate liability arising out of or in connection with the relevant engagement shall not exceed the total fees paid by the client for the specific engagement giving rise to the claim. Island23 Limited shall not be liable for any indirect, consequential, special, or punitive loss, or for loss of profit, revenue, savings, goodwill, or opportunity.

 

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited

 

Termination

Either party may terminate an engagement in accordance with the relevant statement of work or written agreement. In the absence of specific terms, either party may terminate for material breach not remedied within a reasonable period after notice, or immediately where continuing the engagement would be unlawful.

 

Governing law

The laws of England and Wales shall govern these terms and any non-contractual disputes or claims arising out of them, and the courts of England and Wales shall have exclusive jurisdiction, unless otherwise agreed in writing.

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