These Terms and Conditions (the Terms) govern all services provided by McCooke Group Ltd (we, us, our) to business clients (you, the Client). By engaging our services, creating a client portal account, or accepting a Statement of Work, you confirm that you have read, understood and agree to be bound by these Terms. These Terms constitute a legally binding contract between us.

1. Definitions

1.1  Services means the communications consultancy services we provide, including planning, writing, design, data sourcing and production of documents, reports and presentations as described in a Statement of Work or agreed retainer scope.

1.2  Statement of Work (SOW) means a written document agreed between us that sets out the specific scope, deliverables, timeline, fees and revision terms for a project or retainer engagement.

1.3  Retainer means a recurring monthly engagement under which we provide an agreed scope of communications services in exchange for a fixed monthly fee.

1.4  Project means a defined, one-off piece of work agreed under a Statement of Work, separate from any Retainer arrangement.

1.5  Deliverables means the final documents, reports, presentations, designs and other outputs we produce for you under these Terms.

1.6  Client Materials means any content, data, brand assets, financial information or other materials you provide to us for use in delivering the Services.

1.7  Confidential Information means any information disclosed by either party that is identified as confidential or that a reasonable person would consider confidential given its nature and the circumstances of disclosure.

1.8  Client Portal means the branded online platform through which you submit requests, track progress and communicate with our team.

2. Scope and Eligibility

2.1  Our services are provided exclusively on a business-to-business basis. By engaging us, you confirm that you are acting in the course of a business and not as a consumer.

2.2  You confirm that you have the authority to bind the business on whose behalf you are contracting.

2.3  All engagements are governed by these Terms together with any applicable Statement of Work. In the event of conflict, the Statement of Work takes precedence.

3. Our Services

3.1  We provide specialist communications consultancy services to businesses operating in the residential investment and development sector. Our services include, but are not limited to:

–      Planning, writing and designing investor reports and fund updates

–      Annual reports and shareholder communications

–      Investment memoranda and pitch documents

–      Credentials presentations and credentials decks

–      Market reports and data-led research publications

–      Development and asset brochures

–      ESG and sustainability reports

–      Internal communications, newsletters and staff documents

–      Brand documents, templates and style guides

–      Planning and stakeholder communications

3.2  The specific services to be provided, and any limitations on scope, will be set out in the applicable Statement of Work or agreed retainer scope.

3.3  We reserve the right to decline any request that falls outside our service model or that we consider inappropriate, unlawful or contrary to our values.

3.4  We do not provide legal, financial, planning, regulatory or compliance advice. Nothing in our Deliverables should be construed as such.

4. Retainer Engagements

4.1  Retainer engagements provide a fixed monthly scope of communications services agreed in writing at the outset of the relationship.

4.2  The retainer scope will be set out in a Statement of Work and may include recurring deliverables such as quarterly reports, monthly updates, presentations and document support.

4.3  Any work requested outside the agreed retainer scope will be treated as a Project and scoped and priced separately under a new Statement of Work.

4.4  Retainers are invoiced monthly in advance. Payment is due within 14 days of invoice.

4.5  Retainers run on a rolling monthly basis unless a fixed term is agreed in the Statement of Work.

4.6  Retainers may operate on a rolling monthly basis or for a fixed term as agreed in the Statement of Work. Either party may terminate a retainer by giving notice as specified in the applicable Statement of Work. During any notice period we will continue to deliver the agreed retainer scope.

4.7  Unused retainer capacity does not roll over to subsequent months unless otherwise agreed in writing.

5. Project Engagements

5.1  Project work is scoped, priced and agreed under a Statement of Work prior to commencement.

5.2  A project will not commence until the Statement of Work has been accepted by both parties and the agreed deposit or full fee has been received.

5.3  The number of revision rounds included in a project will be set out in the Statement of Work. Revisions beyond the agreed rounds will be scoped and charged separately.

5.4  Where a project scope changes materially after commencement, we will notify you and agree revised terms in writing before proceeding with the additional work.

5.5  Project fees are non-refundable once work has commenced, except where we are in material breach of these Terms.

6. Client Portal

6.1  We communicate with clients through a combination of email, telephone and our client portal. The client portal is used primarily to submit and track requests, manage project workflow and share deliverables. It does not replace direct communication by email or telephone where appropriate.

6.2  You are responsible for ensuring that all individuals accessing the portal on your behalf do so in accordance with these Terms.

6.3  Requests may be submitted through the client portal or by email. All requests must include sufficient information for us to commence work. We may request clarification before beginning. Work will not commence until adequate information has been provided.

6.4  A request may be marked as complete where: final files have been delivered and no feedback is received within five working days; or feedback is not required based on prior instructions and the work is clearly complete.

6.5  We are not responsible for outages, failures or interruptions to the client portal platform or any third-party technology used in connection with our services.

7. Fees and Payment

7.1  Fees for retainer engagements are set out in the applicable Statement of Work and invoiced monthly in advance.

7.2  Fees for project work are set out in the applicable Statement of Work. We typically require a deposit of 50 percent of the project fee prior to commencement, with the balance due on delivery of final files.

7.3  Payment may be made by bank transfer or card. We do not offer extended payment terms unless agreed in writing.

7.4  Invoices are due within 14 days of issue unless otherwise stated.

7.5  Late payment may result in suspension of services until payment is received. We reserve the right to charge interest on overdue amounts at the rate of 8 percent per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7.6  All fees are exclusive of VAT, which will be charged where applicable at the prevailing rate.

7.7  We reserve the right to review and adjust retainer fees annually with 30 days written notice.

8. Confidentiality

8.1  Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or regulation.

8.2  We recognise that the nature of our work — including investor reports, fund communications, investment memoranda and development documents — frequently involves commercially sensitive information. We treat all Client Materials and project content as confidential by default.

8.3  We will not disclose your Confidential Information to contractors, freelancers or third parties involved in delivering your project without ensuring they are bound by equivalent confidentiality obligations.

8.4  Confidentiality obligations survive termination of these Terms for a period of five years.

8.5  Nothing in this clause prevents either party from complying with a legal obligation to disclose information to a regulatory or judicial authority.

9. Data Protection

9.1  Each party agrees to comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

9.2  Where we process personal data on your behalf in the course of delivering the Services, we act as a data processor and you act as the data controller.

9.3  We will process personal data only in accordance with your documented instructions and will implement appropriate technical and organisational measures to protect it.

9.4  We will not transfer personal data outside the UK without your prior written consent and appropriate safeguards in place.

9.5  We will notify you without undue delay if we become aware of a personal data breach affecting your data.

10. Intellectual Property

10.1 Upon receipt of full payment, you are granted a non-exclusive, worldwide, perpetual licence to use the final Deliverables for your lawful business purposes.

10.2 Ownership of all underlying tools, templates, systems, frameworks, methodologies and working files developed by us remains with us at all times.

10.3 Deliverables may incorporate third-party assets such as stock imagery or licensed fonts, which remain subject to their respective third-party licence terms. We will notify you of any material third-party licences that affect your use of Deliverables.

10.4 We do not guarantee that any Deliverable is registrable as a trademark or that it does not infringe third-party intellectual property rights. Trademark clearance is your responsibility.

10.5 We may wish to showcase completed work in our portfolio, case studies or marketing materials. Given the commercially sensitive nature of investment and development communications, we will always seek your explicit written consent before doing so. You may withhold consent without affecting these Terms.

11. Client Materials

11.1 You warrant that any Client Materials you provide to us are owned by you or that you have the right to provide them for use in connection with the Services.

11.2 You warrant that Client Materials do not infringe any third-party intellectual property rights, data protection rights or other legal rights.

11.3 We are not responsible for any legal claims arising from Client Materials provided by you.

11.4 You are responsible for the accuracy and completeness of any financial, market or factual information you provide for inclusion in Deliverables. We will use reasonable care in presenting information provided to us but are not responsible for verifying its accuracy.

12. Approvals and Sign-off

12.1 You are responsible for reviewing all Deliverables and providing feedback or approval within the timescales agreed in the Statement of Work.

12.2 Where you approve a Deliverable in writing or through the client portal, that Deliverable is considered final. We are not responsible for errors or omissions identified after sign-off.

12.3 Where no feedback is received within five working days of delivery, and the work is reasonably complete, we may treat the Deliverable as approved.

12.4 You are responsible for ensuring that all regulatory, compliance or legal requirements applicable to your Deliverables are met before publication or distribution. We recommend that all investor-facing documents are reviewed by your legal advisers prior to use.

13. Turnaround and Delivery

13.1 Indicative turnaround times will be agreed in the Statement of Work or confirmed at the point of request submission.

13.2 Timelines are dependent on the timely provision of Client Materials, approvals and feedback. We are not responsible for delays caused by late or incomplete information from you.

13.3 Where urgent delivery is required outside agreed timelines, we will use reasonable endeavours to accommodate your request. Urgent requests may be subject to a priority surcharge, which will be agreed with you in advance.

14. Non-Solicitation

14.1 You agree that during the term of our engagement and for a period of 12 months following termination, you will not directly or indirectly solicit, employ or engage any member of our team, including employees, contractors or freelancers involved in delivering your Services.

14.2 Any breach of this clause may entitle us to seek injunctive relief and damages.

14.3 Where the engagement of a team member is agreed with our prior written consent, a transition fee equal to 50 percent of that individual's annual compensation will be payable.

15. Limitation of Liability

15.1 Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

15.2 Subject to clause 15.1, we are not liable for any indirect, consequential, special or economic loss arising from or in connection with the Services, including loss of profit, loss of revenue, loss of data or loss of opportunity.

15.3 Subject to clause 15.1, our total aggregate liability to you in any 12-month period is limited to the total fees paid by you to us during that period.

15.4 We are not liable for any loss or damage arising from your reliance on Deliverables for regulatory, compliance or investment purposes without appropriate independent professional review.

16. Indemnity

You agree to indemnify and hold us harmless against all claims, losses, damages, costs and expenses (including reasonable legal fees) arising from: your breach of these Terms; your misuse of Deliverables; your breach of any third-party rights in connection with Client Materials; or any inaccuracy in information you provide to us for inclusion in Deliverables.

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to power failure, internet outages, industrial action, natural disasters, pandemic or government action. The affected party will notify the other as soon as reasonably practicable and will use reasonable endeavours to resume performance.

18. Termination

18.1 Either party may terminate a retainer engagement by giving notice as specified in the applicable Statement of Work, in accordance with clause 4.6.

18.2 Either party may terminate these Terms immediately on written notice if the other party commits a material breach that is incapable of remedy, or fails to remedy a material breach within 14 days of written notice requiring it to do so.

18.3 We may suspend or terminate services immediately in the event of non-payment.

18.4 On termination, all outstanding fees for work completed or in progress become immediately due and payable.

18.5 Clauses 8, 9, 10, 14, 15 and 16 survive termination of these Terms.

19. Changes to These Terms

We may update these Terms from time to time. We will provide at least 30 days written notice of any material changes. Continued use of our services following that notice period constitutes acceptance of the updated Terms. Where you do not accept the updated Terms, you may terminate your engagement in accordance with clause 18.

20. Governing Law and Disputes

20.1 These Terms are governed by the laws of England and Wales.

20.2 In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If unresolved within 30 days, the dispute may be referred to mediation before either party commences legal proceedings.

20.3 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising from or in connection with these Terms.

21. General

21.1 These Terms, together with any applicable Statement of Work, constitute the entire agreement between the parties and supersede all prior agreements, representations and understandings.

21.2 No variation to these Terms is effective unless agreed in writing by both parties.

21.3 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

21.4 Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.

21.5 You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any successor business.

22. Contact Details

McCooke Group Ltd

20–22 Wenlock Road, London, N1 7GU

Email: info@mccookegroup.com

Website: mccookegroup.com